ex42.htm


    Exhibit
      4.2

     

    THE
      SECURITIES TO WHICH THIS AMENDED CONVERTIBLE DEBENTURE PURCHASE AND SALE
      AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "1933 ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
      TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS.

     

    AMENDED
      CONVERTIBLE DEBENTURE PURCHASE AND SALE AGREEMENT

     

    THIS
      AMENDED CONVERTIBLE DEBENTURE
      PURCHASE and SALE AGREEMENT (the "Amended Agreement") dated July 12,
      2007.

     

    AMONG:

     

    NP
CAPITAL
      CORP., a company
      incorporated under the laws of the State of Delaware, with an office at 10033
      Sawgrass Drive West, Suite #107, Ponte Vedra Beach FL 32082;

     

    (the
      "Seller")

     

    AND:

     

    0784655
      B.C. LTD, a private
      company incorporated under the laws of the Province of British Columbia, with
      an
      office at Suite 600 - 1665 West Broadway, Vancouver, B.C. V6J 1X1;

     

    (the
      "Buyer")

     

    AND:

     

    ENVORTUS
      INC., a company
      incorporated under the laws of the State of Delaware, with an office at One
      Panorama Center, 7701 Las Colinas Ridge, Suite 325, Irving, Texas,
      75063.

     

    ("ENVORTUS")

     

    WHEREAS:

     

    A. In
      an
      Convertible Debenture Purchase and Sale Agreement dated March 14, 2007 (the
      "Original Agreement"), the Seller agreed to sell and the Buyer agreed to
      purchase a Convertible Debenture of $152,500 in the capital of Envortus, on
      the
      terms and conditions set forth in the Original Agreement;

     

    B. Two
      out
      of three payments, totalling $55,000 have already been paid by the Buyer to
      the
      Seller, pursuant to the terms of the Agreement; and,

     

    C.           
      The parties to the Original Agreement wish to amend many of the terms and
      conditions of the

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE, in
      consideration of the mutual covenants and agreements herein contained and other
      good and valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged by each of the parties), the parties covenant and agree each with
      the others as follows:

     

    1. Restatement

     

    This
      Amended Agreement hereby amends and restates the Original Agreement in its
      entirety.

     

    2. Warranties
      and Representations

     

    2.1
      The
      Seller warrants and represents to the Buyer, with the intent that the Buyer
      will
      rely thereon in entering into this Amended Agreement and in concluding the
      purchase and sale contemplated herein, that:

     

    
       

      
        	
                (a) 

              	
                the
                  Seller is the beneficial owner of the Convertible
                  Debenture;

              


      

       

    

    
      
        	
                (b)  

              	
                the
                  Convertible Debenture is free and clear of all liens, charges and
                  encumbrances;

              


      

       

    

    
      	
              (c)  

            	
              the
                Seller has the power and capacity and good and sufficient right and
                authority to enter into this Amended Agreement on the terms and conditions
                herein set forth; and,

            


    

     

    
      	
              (d)  

            	
              None
                of the information included in this Amended Agreement or any other
                documents or information furnished or to be furnished by the Seller
                contains any untrue statement of a material fact or is misleading
                in any
                material respect or omits to state any material fact. Copies of all
                documents referred to in herein have been delivered or made available
                to
                the Buyer and constitute true and complete copies
                thereof.

            


    

     

    2.2
      The
      Buyer warrants and represents to the Seller and Envortus, with the intent that
      the Seller and Envortus will rely thereon in entering into this Amended
      Agreement and in concluding the purchase and sale contemplated herein,
      that:

     

    
      	
              (a)  

            	
              the
                Buyer has the power and capacity and good and sufficient right and
                authority to enter into this Amended Agreement on the terms and conditions
                herein set forth; and,

            


    

     

    
      	
              (b)  

            	
              The
                Buyer, either alone or together with its representatives, has such
                knowledge, sophistication and
                experience in business and financial matters so as to be capable of
                evaluating the merits and risks of the prospective investment in
                the
                Convertible Debenture, and has so evaluated the merits and risks
                of such
                investment. The Buyer is able to bear the economic risk of an investment
                in the Convertible Debenture and, at the present time, is able to
                afford a
                complete loss of such investment.

            


    

     

    2.3
      Envortus warrants and represents to the Seller and the Buyer, with the intent
      that the Seller and the Buyer will rely thereon in entering into
      this Amended Agreement and in concluding the purchase and sale
      contemplated herein, that:

     

    
      	
               

            	
              (a)

            	
              Envortus
                has the power and capacity and good and sufficient right and authority
                to
                enter into
                this Amended Agreement on the terms and conditions herein set forth.
                

            


    

     

    
    

    3. Independent
      Legal Advice

     

    
      3.1
        Envortus and the Buyer understand and agree that Clark Wilson LLP has acted solely for the
        Seller in the negotiation and execution of this Amended Agreement and Clark
        Wilson LLP has advised
        Envortus and the Buyer to obtain the advice of their independent legal
        counsel.

       

    

    
      
        
          
          

          


        

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. Purchase
      and Sale

     

     4.1
      On the basis of the warranties and representations of the Seller and the Buyer,
      as set forth in Section 1 of this Amended Agreement, and subject to the terms
      and conditions of this Amended Agreement, the Buyer agrees to purchase from
      the
      Seller and the Seller agrees to sell to the Buyer, the Convertible Debenture
      for
      the purchase price of $152,500 (the "Purchase Price") to be paid to the Seller
      in three separate payments (each a "Payment") on the dates provided in the
      table
      below (each a "Payment Date"):

     

    
      	
              Payment

            	
              Payment
                Date

            
	
              $25,000

            	
              Closing
                Date (hereinafter defined)

            
	
              $30,000

            	
              30
                days after the Closing Date

            
	
              $97,500

            	
              120
                days after the Closing Date

            


    

     

     4.2
      The Seller and the Buyer agree that delivery of a Promissory Note by the Buyer
      to the Seller in the amount of $97,500, on or before 125 days after the Closing
      Date, will constitute the making of the third and final Payment under this
      Amended Agreement.

     

     4.3
      The Seller and the Buyer agree that should any of the Payments not be made
      on or
      before the respective Payment Date, this Amended Agreement will terminate and
      the unpurchased portion of the Convertible Debenture shall remain in the
      possession and ownership of the Seller, and the amount of the Convertible
      Debenture that has already been paid for by the Buyer will remain as purchased
      by the Buyer. The determination of how much of the Convertible Debenture has
      been Purchased by the Buyer at a particular time will be calculated based on
      the
      percentage of the Purchase Price that has been paid to the Seller, for example,
      if $76,250 has been paid by the Buyer then 50% (fifty percent) of the
      Convertible Debenture will have been purchased by the Buyer at that
      time.

     

     4.4
      The Buyer acknowledges and agrees that the Convertible Debenture is being issued
      pursuant to an exemption from the prospectus and registration requirements
      of
      the Securities Act. As required by applicable securities law, the Buyer agrees
      to abide by all applicable resale restrictions and hold periods imposed by
      all
      applicable securities legislation. All certificates representing the Convertible
      Debenture and any shares in the common stock of Envortus that the Convertible
      Debenture is converted into (each a "Share") will be endorsed with a.
      restrictive legend in substantially the following form pursuant to the
      Securities Act in order to reflect the fact that the Convertible Debenture
      may
      not be sold by the Buyer except pursuant to an effective registration statement
      under The 1933 Act or pursuant to an available exemption from, or in a
      transaction not subject to, the registration requirements of The 1933 Act and
      in
      accordance with applicable state securities laws:

     

    THE
      SECURITIES REPRESEN'T'ED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
      THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE,
      AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND, ACCORDINGLY, MAY
      NOT
      BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
      NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH
      APPLICABLE STATE SECURITIES LAWS.

     

    
      4.5
        The
        Buyer acknowledges and agrees that upon each payment of the Purchase Price,
        its rights
        and obligations pursuant to the portion
        of the Convertible Debenture that has been paid for will be 
the
        same
        as though it had been the original creditor in the place of the Seller in
        the
        Convertible Debenture.

       

    

    
      
        
          
          

          


        

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.6
      Envortus acknowledges and agrees that once the Buyer has paid $25,000 of the
      Purchase Price to the Seller, the Buyer shall be entitled to nominate one person
      to a position on the Board of Directors of Envortus. The Seller acknowledges
      that once $25,000 of the Purchase Price has been made, one of either David
      Fann
      or Michael Dodak will resign from the Envortus board of directors to allow
      for
      the Buyers nominee to join the Envortus board of directors.

     

    4.7
      The
      Seller acknowledges that within five business days of the delivery of the
      Promissory Note, David Farm will resign from the Envortus board of directors,
      Michael Dodak having resigned at an earlier date.

     

    5. Closing
      Date

     

    5.1                      
      The Closing Date is the date of the closing of this Amended Agreement, as agreed
      to by

     

    the
      parties.

     

    6. Closing
      Deliveries

     

    6.1
      On
      the Closing Date of this Amended Agreement, the Seller shall deliver or cause
      to
      be delivered to the Buyer or its counsel any document reasonably requested
      by
      the Buyer or Buyer's Counsel.

     

    6.2                      
      On the Closing Date of this Amended Agreement, the Buyer shall deliver or cause
      to be

     

    delivered
      to the Seller the following:

     

    
      	
              (i)  

            	
              the
                amount of the first Payment, which is $25,000, in United States dollars
                in
                the form of a bank wire, draft or certified
                cheque;

            


    

     

    
      	
              (ii)  

            	
              a
                completed and executed Accredited Investor Certificate and Questionnaire,
                which is attached to this Amended Agreement in Schedule 1;
                and,

            


    

     

    
      	
               

            	
              (iii)

            	
              any
                other document reasonably requested by, the Seller, Envortus or
                their respective
                Counsel. 

            


    

     

    
    

    6.3                      
      On the Closing Date of this Amended Agreement, Envortus shall deliver or cause
      to bedelivered to the Buyer the following:

     

    
      	
              (i)  

            	
              A
                detailed statement of the amounts of money paid in to Envortus from
                the
                Seller and represented by the Convertible Debenture, whether any
                amounts
                under the Convertible Debenture have been converted into other securities
                of Envortus, the manner in which the remaining amounts under the
                Convertible Debenture shall be converted and an acknowledgement that,
                pursuant to the payment schedule set out in this Amended Agreement,
                the
                Buyer is now the Creditor under the Convertible Debenture;
                and,

            


    

     

    
      	
              (ii)  

            	
              any
                other document reasonably requested by the Buyer or its respective
                Counsel.

            


    

     

    7. Successors
      and
      Assigns

     

    
      7.1
        This Amended Agreement shall be
        binding upon and inure to the benefit of the parties and
        their
        successors and permitted assigns. The Buyer may assign its rights under this
        Amended  Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    


    8.                      
      General Provisions

     

    8.1                      
      Time is of the essence of this Amended Agreement.

     

    8.2
      The
      parties will execute and deliver all such further documents and instruments
      and
      do all acts and things as may
be
      necessary or convenient to carry out the full intent and meaning of and to
      effect the transactions contemplated by this Amended Agreement.

     

     8.3
      This Amended Agreement is the whole agreement between the parties hereto in
      respect of the purchase and sale contemplated hereby and there are no
      warranties, representations, terms, conditions, or collateral agreements
      expressed or implied, statutory or otherwise, other than expressly set forth
      in
      this Amended Agreement.

     

    8.4                      
      All dollar amounts referred to in this Amended Agreement are in lawful money
      of
      the

     

    United
      States of America.

     

    8.5                      
      This Amended Agreement may be executed in several counterparts, each of which
      will be

     

    deemed
      to
      be an original and all of which will together constitute one and the same
      instrument.

     

     8.6
      Delivery of an executed copy of this Amended Agreement by electronic facsimile
      transmission or other means of electronic communication capable of producing
      a
      printed copy will be deemed to be execution and delivery of this Amended
      Agreement as of the date set forth on page one of this Amended
      Agreement.

     

     8.7
      Any notice required or permitted to be given to any of the parties to this
      Amended Agreement will be in writing and may be given by prepaid registered
      post, electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy to the address of such party
      first stated above or such other address as any party may specify by notice
      in
      writing to the other parties and any such notice will be deemed to have been
      given and received by the party to whom it was addressed if mailed, on the
      fifth
      day following the mailing thereof, if by facsimile or other electronic
      communication, on successful transmission, or, if delivered, on delivery; but
      if
      at the time of mailing or between the time of mailing and the fifth business
      day
      thereafter there is a strike, lockout, or other labour disturbance affecting
      postal service, then the notice will not be effectively given until actually
      delivered.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8.8
      This
      Amended Agreement will be governed by and construed in accordance with the
      law
      of the State of Delaware and the parties hereby attom to the jurisdiction of
      the
      Courts of competent jurisdiction of the State of Delaware in any proceeding
      hereunder.

     

    IN
      WITNESS WHEREOF the parties
      hereto have executed this Amended Agreement as of the date first written
      above.

     

    NP
      CAPITAL CORP.

     

    ______________

    
      Authorized
        Signatory

    

    
    

    
    

    
    

     

     

    0784655
      B.C. LTD

     

    ______________

    Authorized
      Signatory

     

     

    ENVORTUS
      INC.

     

    ________________

    Authorized
      Signatory


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    8.8
      This
      Amended Agreement will be governed by and construed in accordance with the
      law
      of the State of Delaware and the parties hereby attom to the jurisdiction of
      the
      Courts of competent jurisdiction of the State of Delaware in any proceeding
      hereunder.

     

    IN
      WITNESS WHEREOF the parties
      hereto have executed this Amended Agreement as of the date first written
      above.

     

    NP
      CAPITAL CORP„

     

    ______________

    Authorized
      Signatory

     

     

    0784655
      B.C. LTD

    
    

    
    

    
       

       

      ________________

      Authorized
        Signatory

    

     

    ENVORTUS
      INC.

     

    ________________

    Authorized
      Signatory


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    8.8
This
      Amended Agreement
      will be governed by and construed in accordance with the law of the State of
      Delaware and the parties hereby attorn to the jurisdiction of the Courts of
      competent jurisdiction of the State of Delaware in any proceeding
      hereunder.

     

    IN
      WITNESS WHEREOF the parties
      hereto have executed this Amended Agreement as of the date first written
      above.

     

    NP
      CAPITAL CORP.

     

    ________________

    Authorized
      Signatory

     

    0784655
      B.C. LTD

     

    ________________

    Authorized
      Signatory

     

    ENVORTUS
      INC.  

     

    ________________

    Authorized Signatory

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    Accredited
      Investor Certificate and Questionnaire

    In
      connection with the issuance of common stock ("Envortus Common Stock")
of
      Envortus Inc., a Delaware corporation ("Envortus'), to the
      undersigned, pursuant to the Convertible Debenture Purchase and Sale Agreement
      dated March 2007 (the
      "Agreement"), among NP CAPITAL CORP. (the—,"Seller"), Envortus ("Envortus"),
      and the undersigned, the undersigned hereby agrees, represents and
      warrants that:

     

    1. The
      Sellers and Envortus are entitled to rely on the acknowledgements, agreements,
      representations and warranties and the statements and answers of the undersigned
      contained in the Agreement and this questionnaire, and the undersigned will
      hold
      harmless the Sellers and Envortus from any loss or damage either one may suffer
      as a result of any such acknowledgements, agreements, representations and/or
      warranties made by the undersigned not being true and correct;

     

    2. the
      undersigned has been advised to consult his own respective legal, tax and other
      advisors with respect to the merits and risks of an investment in the Envortus
      Common Stock and, with respect to applicable resale restrictions, is solely
      responsible (and the Sellers and Envortus are not in any way responsible) for
      compliance with applicable resale restrictions;

     

    3. none
      of
      the Envortus Common Stock is listed on any stock exchange or automated dealer
      quotation system and no representation has been made to the undersigned that
      any
      of the Envortus Common Stock will become listed on any stock exchange or
      automated dealer quotation system,;

     

    4. neither
      the SEC nor any other securities commission or similar regulatory authority
      has
      reviewed  or
      passed
      on the merits of the Envortus Common Stock;

     

    5. the
      address of the undersigned included herein is the sole address of the
      undersigned as of the  date
      of
      this certificate.

     

    6. No
      person
      has made to the undersigned any written or oral representations: (i) that any
      person will resell or repurchase any of the Envortus Common Stock; (ii) that
      any
      person will refund the purchase price of any of the Envortus Common Stock;
      (iii)
      as to the future price or value of any of the Envortus Common Stock; or (iv)
      that any of the Envortus Common Stock will be listed and posted for trading
      on
      any stock exchange or automated dealer quotation system or that application
      has
      been made to list and post any of the Envortus Common Stock on any stock
      exchange or automated dealer quotation system.

     

    7. The
      undersigned acknowledges and agrees that the shareholder may be required by
      the
      Seller or Envortus to provide such additional documentation as may be reasonably
      required by the Seller or Envortus and any of their legal counsel in determining
      the undersigned's eligibility to acquire the Convertible Debenture under the
      applicable legislation.

     

    8. The
      following questionnaire ("Questionnaire") is for use by the undersigned, who
      is
      a U.S. person (as that term is defined Regulation S of the United States
      Securities Act of 1933 (the "1933 Act")) and is acquiring securities of Envortus
      Inc. (the "Company"). The purpose of this Questionnaire is to assure the Sellers
      and Envortus that the undersigned will meet the standards imposed by the 1933
      Act and the appropriate exemptions of applicable state securities laws. The
      Sellers and Envortus will rely on the information contained in this
      Questionnaire for the purposes of such determination. The Envortus Common Stock
      will not be registered under the 1933 Act in reliance upon the exemption from
      registration afforded by Section 3(b), Section 4(2) and/or Regulation D of
      the
      1933 Act. This Questionnaire is not an offer of the Envortus Common Stock or
      any
      other securities of Envortus in any state other than those specifically
      authorized by Envortus.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    All
      information contained in this Questionnaire will be treated as confidential.
      However, by signing and returning this Questionnaire, the undersigned agrees
      that, if necessary, this Questionnaire may be presented to such parties as
      the
      Seller or Envortus deems appropriate to establish the availability, under the
      1933 Act or applicable state securities law, of exemption from registration
      in
      connection with the sale of the securities hereunder.

     

    The
      undersigned covenants, represents and warrants to Envortus that he satisfies
      one
      or more of the categories of "Accredited Investors", as defined by Regulation
      13
      promulgated under the 1933 Act, as indicated below: (Please initial in the
      space
      provide those categories, if any, of an "Accredited Investor" which the Selling
      Shareholder satisfies)

     

    
       

    

    
      	
               

            	
               Category
                1

            	
              An.
                organization described in Section 501(c)(3) of the United States
                Internal Revenue Code, a corporation, a Massachusetts or similar
                business
                trust or partnership, not formed for the specific purpose of acquiring
                the
                Securities, with total assets in excess of US $5,000,000;
                

            


    

     

    
      
        	
                 

              	
                 Category
                  2

              	
                A
                  natural person whose individual net worth, or joint net worth with
                  that
                  person's spouse, on the date of purchase exceeds US
                  $1,000,000;

              


      

       

      
        
          	
                   

                	
                   Category
                    3

                	
                  A
                    natural person who had an individual income in excess of US $200,000
                    in
                    each of the two most recent years or joint income with that person's
                    spouse in excess of US $300,000 in each of those years and has
                    a
                    reasonable expectation of reaching the same income level in the
                    current
                    year;

                


        

         

      

    

    
      
        
          
            	
                     

                  	
                     Category
                      4

                  	 "bank"
                    as
                    defined under Section (3)(a)(2) of the 1933 Act or savings
                    and loan association or other institution as defined in Section
                    3(aX5)(A)
                    of the 1933 Act acting in its individual or fiduciary capacity;
                    a broker
                    dealer registered pursuant to Section 15 of the Securities
                    Exchange Act of 1934 (United States); an insurance company as
                    defined in Section 2(13) of the 1933 Act; an investment company
                    registered
                    under the Investment
                    Company Act of
                    1940
                    (United States) or a business development company as defined
                    in
                    Section 2(a)(48) of such Act; a Small Business Investment Company
                    licensed
                    by the U.S. Small Business Administration under Section 301(c)
                    or (d) of
                    the Small
                    Business Investment Act of 1958 (United States); a plan with total
                    assets in excess of $5,000,000 established and maintained by
                    a state, a
                    political subdivision thereof, or an agency or instrumentality
                    of a state
                    or a political subdivision thereof, for the benefit of its employees;
                    an
                    employee benefit plan within the meaning of the Employee
                    Retirement Income Security
                    Act of 1974 (United States) whose investment decisions are made by
                    a plan fiduciary, as defined in Section 3(21) of such Act, which
                    is either
                    a bank, savings and loan association, insurance company or registered
                    investment adviser, or if the employee benefit plan has total
                    assets in
                    excess of $5,000,000, or, if a self-directed plan, whose investment
                    decisions are made solely by persons that are accredited
                    investors;


          

           

        

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                 Category
                  5

              	
                A
                  private business development company as defined in Section
                  202(a)(22) of the Investment
                  Advisers Act of 1940 (United States);
                  

              


      

       

    

    
      
        	
                 

              	
                 Category
                  6

              	A director or executive officer of
                Envortus;


      

       

    

    
    

    
      
        	
                 

              	
                 Category
                  7

              	
                A
                  trust with total assets in excess of $5,000,000, not formed for the
                  specific purpose of acquiring the Securities, whose purchase is
                  directed
                  by a sophisticated person as described in Rule 506(bX2)(ii) under
                  the 1933
                  Act; 

              


      

       

    

    
    

    
      
        	
                 

              	
                 Category
                  8

              	
                An
                  entity in which all of the equity owners satisfy the requirements
                  of one or more of the foregoing categories;
                  

              


      

                        

    

    Note
      that
      prospective undersigned claiming to satisfy one of the above categories of
      Accredited Investor may be required to supply the Seller or Envortus with a
      balance sheet, the prior years' federal income tax returns or
      other
      appropriate documentation to verify and substantiate the undersigned's status
      as
      an Accredited Investor.

     

    If
      the
      undersigned is an entity which initialled Category 8 in reliance upon the
      Accredited Investor categories above, state the name, address, total personal
      income from all sources for the previous calendar year, and the net worth
      (exclusive of home, home furnishings and personal automobiles) for each equity
      owner of the said entity:

     

     

    The
      undersigned hereby certifies that the information contained in this Accredited
      Investor Certificate and Questionnaire is complete and accurate and the
      undersigned will notify the Sellers and Envortus promptly of any change in
      any
      such information. If this Accredited Investor Certificate and Questionnaire
      is
      being completed on behalf of a corporation, partnership, trust or estate, the
      person executing on behalf of the undersigned represents that it has the
      authority to execute and deliver this Accredited Investor Certificate and
      Questionnaire on behalf of such entity.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Accredited Investor
      Certificate and Questionnaire as of March2007.

     

    If
      a
      Corporation, Partnership or Other
      Entity:                                                                                     If
      an Individual:

    ___________________                                                                                     __________________

    Print
      or
      Type Name of
      Entity                                                                                                                 Signature


    ___________________                                                                                    
      ___________________

    Signature
      of Authorized
      Signatory                                                                                                      
Print or Type Name

    ___________________                                                                                    
___________________

    Type of
      entitiy                                                                                                                                         Social
      Security/ Tax I.D. Number

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

    Convertible
      Debenture

    
                                                      

                                                          12