Unassociated Document


    

      EXHIBIT
        10.19

       

      INVESTMENT
        AGREEMENT

    

     

    This
      Investment Agreement (“Agreement”) dated as of December 18, 2007,
      is
      between ADVANCED BIOTHERAPY, INC., a Delaware corporation (“Investor”),
      and ORGANIC FARM MARKETING, LLC, a
      Wisconsin
      limited liability company (the “Company”).

     

    RECITALS

     

    A. The
      Company has issued to Richard P. Kiphart (“Kiphart”) a convertible note dated as
      of April 17, 2007, in the original principal amount of $1,000,000 (“April
      Convertible Note”), and an additional convertible note dated as of June 14,
      2007, in the original principal amount of $625,000 (“June Convertible Note”).
      The Company’s obligations under the April Convertible Note and the June
      Convertible Note are secured by a security interest in all of the Company’s
      personal property and all proceeds and products thereof, pursuant to a security
      agreement entered into by the Company in favor of Kiphart (the “Kiphart Security
      Agreement”).

     

    B. Concurrently
      herewith at the request of the Company, the Investor will arrange for The
      Northern Trust Company (“Bank”) of Chicago, Illinois, to issue an irrevocable
      letter of credit for the benefit of the Wisconsin Department of Agriculture,
      Trade and Consumer Protection, the designee of the Company (the “Letter of
      Credit”) as required by the State of Wisconsin in order for the Company to
      distribute certain dairy products. The Letter of Credit will be obtained on
      behalf of the Company by the Investor pursuant to the terms of this Agreement
      and the Reimbursement Agreement dated herewith, as set forth in Exhibit A
      hereto
      (the “Reimbursement Agreement”). As collateral for repayment of funds advanced
      under the Letter of Credit, the Bank requires that the Investor enter into
      a
      pledge agreement (“Pledge Agreement”) pursuant to which the Bank will be granted
      a security interest in a certificate of deposit account maintained by the
      Investor at the Bank. 

     

    C. The
      terms
      of payment of certain obligations by the Company to the Investor under the
      Reimbursement Agreement will be evidenced by a promissory note, as set forth
      in
Exhibit B
      hereto
      (the “Promissory Note”).

     

    D. The
      Company’s obligations under the Promissory Note and the Reimbursement Agreement
      shall be secured by the Company’s personal property and all proceeds and
      products thereof pursuant to a security agreement as set forth in Exhibit
      C
      hereto
      (the “Security Agreement”).

     

    E. The
      Company also desires for the Investor to provide the Company with a working
      capital loan in the aggregate principal amount of $800,000 (“Working Capital
      Loan”), of which $293,750 shall be used by the Company to redeem 23,850 Company
      Units from CWBA-OFM, LLC.

     

    F. In
      order
      to evidence the Working Capital Loan, the Company desires to issue to Investor,
      subject to the terms and conditions set forth herein, a convertible note of
      the
      Company in the original principal amount of Eight Hundred Thousand Dollars
      ($800,000.00) in the form of Exhibit D
      hereto
      (the “December Convertible Note”). The Company’s obligations under the December
      Convertible Note also shall be secured by the assets of the Company pursuant
      to
      the Security Agreement.

    
       

      
        
          
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    G. As
      a
      condition to the Investor entering into the Pledge Agreement and making the
      Working Capital Loan, the Investor requires that the Company and Kiphart enter
      into an agreement in the form of Exhibit
      E
      hereto
      (the “Intercreditor Agreement”) which provides, in part, that the Promissory
      Note and the Investor’s security interest shall be senior in priority to the
      April Convertible Note, the June Convertible Note and the December Convertible
      Note, and the December Convertible Note shall rank in the same priority,
pari
      passu,
      with the
      April Convertible Note and the June Convertible Note, and the security interest
      held by Investor, except as otherwise provided with respect to the Promissory
      Note, shall rank in the same priority, pari
      passu,
      with the
      security interest granted by Company to Kiphart pursuant to the Kiphart Security
      Agreement.

     

    In
      consideration of the foregoing recitals, and the mutual representations,
      warranties and covenants contained herein,
      the parties hereto agree as follows:

     

    ARTICLE
      I

    RECITALS

     

    The
      foregoing Recitals are incorporated by reference herein.

     

    ARTICLE
      II

    THE
      CLOSING

     

    2.1 Issuance
      of Promissory Note and December Convertible Note.
      Subject
      to the terms and conditions set forth herein,
      on
      the Closing Date, the Company shall issue to Investor, and Investor shall
      acquire from the Company,
      the Promissory Note and the December Convertible Note.

     

    2.2 Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at the offices of the Investor on December 18, 2007, or at such
other
      time and place as the parties hereto may agree and the conditions set forth
      in
      Article III have
      been
      satisfied (the “Closing Date”). The Closing may be accomplished by the delivery
      of signature pages by facsimile or electronic mail, followed by delivery of
      original counterparts by overnight courier.

     

    2.3 Use
      of
      Proceeds at Closing.
      On the
      Closing Date, the Company directs the Investor to wire the sum of $293,750.00
      (the “CWBA-OFM Payment”) of the $800,000.00 Working Capital Loan directly to the
      escrow arranged by counsel for CWBA-OFM LLC and the Company for the repurchase
      of 23,850 Units of the Company from CWBA-OFM, LLC, representing all of its
      Units
      and interest in the Company. The amount of the CWBA-OFM Payment shall be treated
      as part of the Working Capital Loan for the benefit of the Company.


     

    ARTICLE
      III

    CONDITIONS
      TO CLOSING

     

    The
      obligation of Investor to consummate the transactions described herein shall
      be
subject
      to the accuracy of all representations and warranties by the Company contained
      herein and
      in
      the documents delivered pursuant hereto and to the performance by the Company
      of
      all the
      terms
      and conditions on its part to be performed hereunder and to the satisfaction
      of
      the following
      conditions precedent on or prior to the Closing Date, any of which may be waived
      by Investor
      in Investor’s sole discretion.

     

    3.1 Proceedings
      and Documents.
      All
      proceedings to be taken prior to or on the Closing
      Date in connection with the transactions contemplated
      by this
      Agreement shall have been
      consummated, and all documents related
      thereto
      shall be reasonably satisfactory in form and
      substance to Investor, and Investor shall have received copies of all such
      documents which Investor
      reasonably has requested in connection with said transaction.

     

    
      
        
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    3.2 Organizational
      Documents.
      A copy
      of the Company’s Articles of Organization (including
      all amendments), certified by the Department of Financial Institutions of the
      State of Wisconsin, and a good standing certificate for the Company
      issued by the Department of Financial
      Institutions of the State of Wisconsin dated not less than ten (10) days prior
      to the Closing Date,
      shall have been delivered to Investor.

     

    3.3 Securities
      Law Matters; Investment Representations.
      Based
      in part on the representations
      and warranties of Investor set forth in Section 7.1, the Company shall not
      be in
      violation of any provision of federal or state securities laws applicable
      to any
      of the transactions contemplated by this Agreement.

     

    3.4 Board
      Resolutions: Operating Agreement.
      The
      Investor shall have received a certificate
      from the Company, dated the Closing Date and signed by the president of the
      Company, certifying that (i) the resolutions of the Board of Directors attached
      thereto approving the execution of this Agreement, Promissory Note, the December
      Convertible Note and all documents to be delivered pursuant hereto (the
      “Related Documents”) and the consummation of the transactions contemplated
      hereby and thereby,
      and (ii) the copy of the Company’s Operating Agreement dated as of February
      23, 2007, as amended on April 17, 2007, attached thereto (including all
      amendments, the “Operating Agreement”), are each true, complete and correct and
      remain unamended and in full force and effect as of
      the
      Closing Date.

     

    3.5 Reimbursement
      Agreement and Promissory Note.
      The
      Investor shall have received the Reimbursement Agreement and the Promissory
      Note, as set forth in Exhibit A
      and
Exhibit B,
      respectively, duly executed
      by the Company.

     

    3.6 December
      Convertible Note.
      The
      Investor shall have received the December Convertible Note, as set forth in
      Exhibit C
      hereto,
      duly executed by the Company.

     

    3.7 Security
      Agreement.
      The
      Company shall have delivered to Investor a General Business
      Security Agreement, as set forth in Exhibit
      D
      hereto,
      duly executed by the Company,
      pursuant to which the Company shall grant to Investor a security interest in
      all
      of the Company’s
      personal property and all proceeds and products thereof as security for the
      Company’s
      obligations under the Promissory Note, the Reimbursement Agreement, and the
      December Convertible Note.

     

    3.8 Intercreditor
      Agreements.
      The
      Company and Kiphart shall have entered into and delivered to the Investor the
      Intercreditor Agreement in the form of Exhibit E.

     

    3.9 Third-Party
      Consents.
      The
      Company shall have received any and all consents from third parties necessary
      or
      appropriate to enter into this Agreement and consummate the transactions
      contemplated herein.

     

    3.10 Amendment
      to Operating Agreement.
      The
      Company and its members shall have delivered to the Investor a duly executed
      amendment to the Operating Agreement (“Amendment to Operating Agreement”), as
      set forth in Exhibit F
      hereto,
pursuant
      to which the Investor shall not be bound by any Transfer Value
      (as
      defined in the Operating Agreement) to which it has not agreed expressly in
      writing, and such Amendment also shall set forth the matters described in
      Section 5.8 hereof. 

     


    
      
        
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    3.11 Company
      Units Certificate.
      The
      Company shall have delivered to Investor a certificate representing 5,000
      Company Units. 

     

    3.12 Bank
      Letter of Credit.
      The
      Bank shall have committed, satisfactorily to Investor, to issue the irrevocable
      Letter of Credit referred to in Recital B above. 

     

    3.13 Joinder
      Agreement.
      As a
      condition to the Investor receiving 5,000 Company Units pursuant to the
      Reimbursement Agreement, the Company and the Investor shall execute and deliver
      a Joinder Agreement, in form and substance mutually acceptable to the Company
      and the Investor, pursuant to which the Investor agrees to be bound by the
      terms
      and conditions of the Operating Agreement as in effect on the date hereof,
      and
      any amendments thereto to which Investor has consented to in writing.


     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce Investor to execute this Agreement, the Company represents and
      warrants, as of the date hereof and as of the Closing Date to, and covenants
      with, the Investor as follows:

     

    4.1 Existence
      and Rights.
      The
      Company is a limited liability company, duly organized
      and
      existing under the laws of the State of Wisconsin. The Company has all power,
      authority
      and
      rights to own its properties and to carry on its business. The Company has
      the
      authority to
      enter
      into and perform this Agreement and the Related Documents and to issue the
      December Convertible Note
      and the
      Units to be issued thereunder.

     

    4.2 Agreement
      Authorized.
      Neither
      the execution and delivery by the Company of this
      Agreement, the Promissory Note, the December Convertible Note and the Related
      Documents nor the performance by the Company of any of its obligations hereunder
      and thereunder is in contravention of, or in conflict with, any
      law
      or regulation or any term or provision of the Company’s Articles of Organization
      or Operating Agreement. All actions and all necessary approvals and consents
      for
      the due execution
      and delivery of this Agreement, the
      Promissory Note, the
      December Convertible Note and the Related Documents by the Company, including
      the authorization and issuance of the Promissory
      Note, the December Convertible Note
      and any
      Units to be issued
      thereunder have been duly and validly obtained or taken. No right of the Company
      is impaired
      or infringed upon by its execution and/or performance of this Agreement, the
      Promissory Note, the December Convertible Note
      and the
      Related Documents. This Agreement, the
      Promissory Note, the
      December Convertible Note and the Related
      Documents constitute the legal, valid and binding obligation of the Company
      enforceable
      against the Company in accordance with their respective terms, subject only
      to
      bankruptcy, insolvency
      and other laws which limit or qualify the rights of creditors generally, and
      to
      the availability of specific performance, injunctive relief or other equitable
      remedies.

     

    4.3 Capitalization.
      Prior
      to the issuance of the December Convertible Note, the following
      constitute all of the members and holders of Company Units, of which there
      are
      an aggregate 68,850 Units issued and outstanding:

     

    Chad
      Pawlak, Sr.  45,000
      Units

    CWBA-OFM,
      LLC  23,850
      Units

     

    Except
      for the April Convertible Note and the June Convertible Note and except as
      set
      forth in Schedule 4.3
      attached
      hereto, there are no presently existing options, calls, conversion rights,
      appreciation rights, phantom units, warrants or other rights to acquire Units
      in
      the Company or rights that appreciate in accordance with the value of the equity
      or earnings of the Company. Except as set forth in the
      Operating Agreement, the Company has
      no
      obligation to redeem or retire any of the Company’s Units. All of the Units
      issued under the December Convertible Note will, when issued, be duly
      authorized, validly issued and fully paid and nonassessable
      and free and clear of all liens and restrictions other than as provided in
      the
      Operating
      Agreement. There are no agreements, whether written or oral, with respect to
      the
      voting, transfer or sale of the Company’s Units except the Operating Agreement
      and this Agreement.


    
      
        
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    4.4 Subsidiaries,
      Other Investments.
      The
      Company has
      no
      subsidiaries or other investments
      in any other business or corporation other than Grass Point Farms, LLC, of
      which
the
      Company owns ninety-five percent (95%) of the outstanding membership
      interests.

     

    4.5 Litigation.
      Except
      as disclosed in Schedule 4.5
      attached
      hereto, there is no litigation or other legal, governmental
      or regulatory proceeding pending or, to the Company’s knowledge, threatened
      against or affecting the Company, and it is not subject to any order, writ,
      jurisdiction, decree or demand of any court or other governmental or regulatory
      authority.

     

    4.6 Intellectual
      Property.
      Schedule
      4.6
      attached
      hereto contains a correct and complete list
      all of
      the following:

     

    (a) patents
      and patent applications;

     

    (b) registered
      trademarks, registered
      trade
      names and applications therefor;

     

    (c) unregistered
      trademarks and trade names;

     

    (d) copyrights;
      and

     

    (e) licenses
      and franchises

     

    currently
      used or employed or proposed to be used or employed by the Company (hereinafter
      referred
      to as the “Intellectual Property”). The Company is the sole owner of all of the
      Intellectual Property listed on Schedule 4.6,
      and has
      not licensed any other parties to use any of such Intellectual Property. To
      the
      Company’s knowledge, there are no interference, opposition or cancellation
      proceedings pending or threatened against the Company or the Intellectual
      Property. To
      the
      knowledge of the Company, the use of the Intellectual Property or of any trade
      secrets, secret processes, inventions, processes or formulas used or employed
      by
      the Company does not infringe
      upon the rights of any third party. No claim, suit or action against the Company
      is pending or, to the Company’s knowledge, threatened alleging that the Company
      is infringing upon
      the
      intellectual property rights of others.

     

    4.7 No
      Undisclosed Liabilities; Financial Statements.
      The
      Company has delivered to Investor
      an unaudited balance sheet dated December 31, 2006 and October 31,
      2007,
      respectively (collectively, “Balance Sheets”), and an unaudited
      profit and loss statement for the calendar year 2006 and the ten month period
      ended October 31,
      2007. Except as reflected on the Balance
      Sheets
      or
as
      described in Schedule 4.7
      attached
hereto,
      the Company has no obligations or liabilities, fixed or contingent, of any
      nature whatsoever, except for those not required to be set forth on the balance
      sheets in accordance with generally accepted accounting principles. Except
      as
      described in Schedule 4.7,
      the
foregoing
      financial statements have been prepared in accordance with generally accepted
      accounting principles consistently applied and present fairly, in all material
      respects, the financial
      condition of the Company in accordance with generally accepted accounting
      principles. Except
      as
      set forth on Schedule 4.7,
      the
      Company has operated in the normal course and there have
      been
      no material adverse changes in the Company’s financial condition, properties or
prospects
      since December 31, 2006.

     

    
      
        
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    4.8 Business
      Plan.
      Except
      as described in Schedule 4.8
      attached
      hereto, the information presented to Investor in the [October, 2006] Business
      Plan of the Company does not contain any material misstatements of fact, and
      the
      discussions therein of the plans and prospects for the Company were,
      and
      remain, generally accurate in all material respects.

     

    4.9 Compliance
      with Other Instruments; Laws, Etc.
      Except
      as disclosed in this Agreement or in a schedule to this Agreement, the Company
      is not in
      violation of its Articles of Organization or Operating Agreement. The Company
      is
      not in violation of any applicable law, statute or regulation of any federal,
      state, municipal or other governmental or quasi-governmental agency, board,
      bureau or body relating to the conduct of its business and maintenance,
      ownership or operation of its properties, or in violation or default with
      respect to any order, license,
      regulation or demand of any governmental agency, or in default under any
      indenture, mortgage, lease, agreement or other instrument under which the
      Company is obligated, except to the extent such violation or default would
      not
      have a material adverse effect on the Company. The
      Company holds all licenses, permits, waivers, approvals and other authorizations
      of, by or from all governmental authorities as necessary for the conduct of
      its
      business and is conducting its
      business substantially in accordance with the terms and provisions of such
      permits and authorizations
      and is not in default thereunder. Neither the execution nor the delivery of
      this
      Agreement,
      the
      Promissory Note, the December Convertible Note or the Related Documents, nor
      the
      consummation of the transactions contemplated
      hereby or thereby, nor the fulfillment of the terms thereof, will conflict
      with,
      or result in a breach of the terms, conditions or provisions of, or constitute
      a
      default under any agreement,
      instrument, lien, charge, encumbrance, law, judgment, order, rule or regulation
      under which the Company is bound or obligated, except to the extent such
      conflict or default would not have
      a
      material adverse effect on the Company. For purposes hereof, “material adverse
      effect” means any event, condition, circumstance, act, omission or effect which,
      individually or in the aggregate with other similar events, conditions,
      circumstances, acts, omissions or effects, after taking
      into consideration the relative amount, the absolute amount and the nature
      of
      the item, would
      cause a reasonably prudent investor to conclude that such effect adversely
      affects the financial condition, assets, liabilities or obligations of the
      Company in a manner or amount that would
      be
      material or which has a direct financial consequence of Twenty Thousand Dollars
      ($20,000.00)
      or more.

     

    4.10 Securities
      Laws. Assuming the accuracy of the representations and warranties of
      Investor
      set
      forth in Section 7.1, the sale and delivery of the December Convertible Note
      and
      the issuance of Units
      thereunder are exempt from the requirement of registration under the Securities
      Act of 1933,
      as
      amended (the “Securities Act”), and applicable state securities
      laws.

     

    4.11 Title
      to Properties.
      The
      Company owns and has good title to all of its material assets and property.
      Such
      property and assets are not subject to any mortgage, pledge, lien, conditional
      sales agreement, easement, encumbrance or charge except for
      the
      following liens (the liens
      described in clauses (a)-(e) below referred to as the “Permitted
      Liens”):

     

    (a) Liens
      imposed by law and incurred in the ordinary course of the Company’s
      business for indebtedness not yet due to carriers, warehousemen, laborers or
      materialmen
      and the like;


    
      
        
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    (b) Liens
      in
respect
      of
      pledges or deposits under worker’s compensation laws or
      similar legislation;

     

    (c) Liens
      for
      property taxes, assessments, or governmental charges not yet subject
      to penalties for nonpayment;

     

    (d) Liens
      described in Schedule
      4.11
      attached
      hereto; and

     

    (e) Liens
      granted to Kiphart to secure the Company’s obligations under the April
      Convertible Note and the June Convertible Note and liens granted to Investor
      to
      secure the Company’s obligations under the December Convertible Note.

     

    4.12 Contracts.
      Except
      as disclosed in Schedule 4.12
      attached
      hereto, the Company has no existing contracts,
      purchase orders, service agreements, commission arrangements, loan agreements,
      leases
      or
      other contractual obligations whatsoever which (a) extend beyond December 31,
      2007, (b)
      involve total payments or expenditures to any single person or related parties
      in any 12-month
      period (consecutive months) of more than $50,000 on any single contract, (c)
      are
      outside the
      ordinary course of business, or (d) involve any contracts or arrangements or
      proposed transactions between the Company, any member of the Company or any
      affiliate of the Company. The Company does not currently provide any employee
      retirement benefit plans.

     

    4.13 Taxes.
      The
      Company has filed or caused to be filed all tax returns which are required
      to be filed by the Company and has paid and discharged all lawful taxes,
      assessments and governmental charges or levies imposed upon it or upon its
      income or profits, or upon any of its properties, real, personal or mixed;
      and
      no tax liens have been filed and no claims are being asserted
      against the Company nor is any action or proceeding
      threatened with respect to any such taxes,
      fees or other charges. The Company, prior to its conversion to a limited
      liability company, was taxed as an “S” Corporation, pursuant to an election
      properly made with the Internal Revenue Service. The Company, since its
      conversion, has accepted the default classification of being taxed
      as
      a partnership.

     

    4.14 Insurance.
      The
      assets of the Company are reasonably insured against all such liabilities,
      hazards and risks, and in at least such amounts as are usually carried by
      persons engaged in the same or similar line of business (in the case of property
      casualty insurance, at least replacement cost). All premiums on policies due
      to
      date have been paid and no notice has been
      received, nor does the Company have knowledge, that any such insurance will
      be
      cancelled or
      not
      renewed.

     

    4.15 Directors
      and Officers.
      Schedule
      4.15
      attached
      hereto contains a correct and complete list of all directors and officers of
      the
      Company.

     

    4.16 Survival
      of Representations and Warranties; Disclosure.
      All
      representations and warranties
      contained herein or made by or on behalf of the Company in writing in connection
      with
      the
      transactions contemplated herein, for purposes of this Agreement and the
      Investor’s rights
      and remedies hereunder, shall survive the consummation of the transactions
      contemplated hereby
      and continue in effect until three years after the earlier of
      (i) the
      payment in full of the Promissory Note and the December Convertible Note, or
      (ii) the issuance of Units under the December Convertible Note. The
      representations and
      warranties in this Article IV do not contain any untrue statement of a material
      fact or omit to state any material fact necessary to make the statements herein
      not misleading.


    
      
        
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    ARTICLE
      V

    AFFIRMATIVE
      COVENANTS

     

    To
      induce
      Investor to execute and deliver this Agreement and consummate the transactions
      contemplated hereby, the Company covenants and agrees that it will comply,
      unless Investor
      shall otherwise consent in writing, with the following provisions as long as
      Investor holds
      the
      December Convertible Note or any Units issued thereunder (and these covenants
      shall survive the Closing
      indefinitely).

     

    5.1 Financial
      Reports.
      The
      Company will maintain a system of accounting established
      and administrated in accordance with the generally
      accepted
      accounting principles and shall
      provide the following financial reports to Investor:

     

    (a) Within
      30
      days after the end of each calendar month, unaudited financial statements
      (including balance sheet, cash flow statement and income statement) of the
      Company for such month, all in reasonable detail and prepared in accordance
      with
      generally accepted accounting principles (with the exception of footnotes and
      normal audit adjustments) consistently applied, certified as true, correct
      and
      complete by an officer
      of the Company.

     

    (b) Within
      45
      days after the end of each calendar quarter, unaudited financial statements
      (including balance sheet, cash flow statement and income statement) of the
      Company for such quarter and for the then current fiscal year to date, all
      in
      reasonable detail
      and prepared in accordance with generally accepted accounting principles (with
      the exception
      of footnotes and normal audit adjustments) consistently applied, certified
      as
true,
      correct and complete by an officer of the Company.

     

    (c) Within
      90
      days after the last day of each fiscal year of the Company, financial statements
      (including a balance sheet, income statement, statement of cash flows
      and
      a statement of members’ equity) of the Company for such year, prepared in
accordance
      with generally accepted accounting principles applied on a consistent basis
      and
      setting forth in each case in comparative form the figures for the previous
      fiscal year, all
      in
      reasonable detail and reviewed by the independent public accountants regularly
      employed
      by the Company.

     

    (d) Prior
      to
      the beginning of each calendar year, a monthly operating and capital
      budget for such calendar year, in reasonable detail.

     

    (e) Prior
      to
      the beginning
      of
      each calendar year, compensation proposals for key management.

     

    (f) Promptly
      upon any officer of the Company obtaining any knowledge of any
      of
      the following events or conditions, the Company shall deliver a copy of all
      notices given or received by the Company with respect to any such
      event or
      condition and a certificate
      of the Company’s Chief Executive Officer, specifying any term of existence of
such
      event or condition and what action the Company has taken, is taking or proposes
      to take
      with
      respect thereto:

     

    (i) Any
      condition or event that constitutes an Event of Default under the Promissory
      Note, the December Convertible Note or any of the Related
      Documents;

     

    (ii) Any
      notice that any person has given to the Company or other action
      taken with respect to a claimed default under
      any
      other agreement to which the
      Company is a party;


    
      
        
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    (iii) Any
      event
      or condition that could reasonably be expected to result in any material adverse
      effect on the operation or condition of the Company; or

     

    (iv) The
      institution
      of any
      action, suit, proceeding, governmental investigation
      or arbitration against or affecting the Company or any property of the Company
      not previously disclosed by the Company to the Investor.

     

    With
      reasonable
      promptness, the Company shall deliver such other information and data with
      respect to the
      Company as from time to time may be reasonably requested
      by Investor.

     

    5.2 Tax
      Returns.
      The
      Company shall accurately prepare and file all income tax returns and reports
      required by law to be filed, and shall furnish copies thereof to Investor at
      the
time
      of
      filing. The Company shall promptly pay and discharge all lawful taxes,
      assessments and governmental charges or levies imposed upon it or upon its
      income or profits, or upon any of its properties,
      real, personal or mixed; provided, however, that the Company shall not be
      required to pay
      or
      cause to be paid any such tax, assessment, charge or levy if the same shall
      not
      at the time be due and payable or if the validity thereof shall concurrently
      be
      contested in good faith by appropriate proceedings and if the Company shall
      have
      established adequate reserves on its books with respect to such tax, assessment,
      charge or levy; provided further, however, that the Company
      will pay all such taxes, assessments, charges or levies forthwith whenever,
      as
      the result of
      proceedings to foreclose any lien which attached as security therefor,
      foreclosure on such lien appears
      imminent.

     

    5.3 Maintain
      Existence and Rights.
      The
      Company shall maintain and preserve its existence
      and such rights, franchises and qualifications to do business and other
      authorities as are necessary
      to the conduct of its business and ownership of its properties.
      The
      Company shall conduct
      its business in a commercially reasonable manner without voluntary interruption
      and engage
      in
      business of the same general type as now conducted by it.

     

    5.4 Piggyback
      Registration Rights.
      If at
      any time
      the
      Company shall determine to register
      any Units, the Company shall:

     

    (a) Promptly
      give Investor written notice thereof (which shall include a list of jurisdictions
      in which the Company intends to attempt to qualify such Units under applicable
      state securities laws); and

     

    (b) Include
      in such registration (and any related qualification under Blue Sky laws or
      other
      state securities laws) and in any underwriting involved therewith all of the
      Investor
      Units specified in a written request
      by
      Investor received by the Company within twenty
      (20) days after the giving of such written notice by the Company.

     

    All
      registration expenses incurred in connection with any registration pursuant
      to
      this Section 5.4 shall
      be
      borne by the Company.

     

    5.5 Inspection
      Rights.
      Investor, or its designated representatives, shall have the right, at
      reasonable times and upon reasonable notice,
      during
      usual business hours to visit and inspect any of the Company’s properties and to
      audit, inspect, examine and copy the Company’s books and records and to discuss
      its affairs, finances and accounts with the Company’s personnel and officers.


    
      
        
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    5.6 Insurance.
      The
      Company agrees to maintain or caused to be maintained, with financially
      sound and reputable insurers, insurance with respect to its assets and business
      against loss
      or
      damage of the kinds customarily insured
      against,
      in an amount and with such deductibles and
      retention amounts as is customarily carried by similarly situated businesses
      engaged in the same
      or
      similar businesses.

     

    5.7 Compliance
      with Laws.
      The
      Company agrees to comply with all laws, rules, regulations,
      judgments, orders and decrees
      of any
      governmental or regulatory authority applicable
      to
      it including, without limitation, all environmental and safety
      requirements.

     

    5.8 Director
      Rights.
      The
      Company and its members shall assure that at all times the number of directors
      of the Company shall be that number necessary to honor the rights granted to
      each of Chad Pawlak, Investor and Richard P. Kiphart, to nominate a director
      as
      hereinafter described. The Company and each member shall take all actions
      necessary including, without limitation, the voting of Units, the filling of
      vacancies, the waiving of notice and the attending of meetings so as to ensure
      that the directors shall at all times consist solely of (i) one (1) nominee
      of
      Chad Pawlak so long as he is a Member, (ii) one (1) nominee of the Investor
      so
      long as the Investor holds any Note or any Units, and (iii) one (1) nominee
      of
      Richard P. Kiphart (“Kiphart”) so long as Kiphart holds any Convertible Note
      described in Recital A or any Units. An individual shall cease to be a director
      only upon (i) such individual’s voluntary resignation, which shall be effective
      upon delivery of a written notice from the individual to the Company unless
      the
      notice specifies a later effective date; (ii) such individual’s removal by the
      party who chose such individual; (iii) such individual’s removal by majority
      consent of the Board of Directors of the Company (excluding the affected
      director) for Just Cause; or (iv) death, incapacity, or inability to perform
      his
      duties as a director for any reason. If the individual nominated by the Investor
      ceases to be a director for any reason, the Investor shall choose a substitute
      director. For
      purposes hereof, “Just Cause” for removal of a director shall exist if
(i)
      there is
      a willful failure by such director to deal fairly with the Company or its
      members in connection with a matter in which the director has a material
      conflict of interest; (ii)
      there is
      a violation of criminal law by such director, unless the director has reasonable
      cause to believe that his conduct was lawful or no reasonable cause to believe
      that his conduct was unlawful; (iii)
      the
      director derives an improper personal profit from a transaction; or (iv)
      the
      director engages in willful misconduct in connection with the performance of
      his
      duties as a director which has a material adverse effect on the Company. For
      purposes hereof, no profit shall be deemed improper nor shall any action be
      deemed a willful failure to deal fairly if the director’s interest in the
      transaction is fully disclosed to the Board of Directors and a majority of
      the
      disinterested directors approve the same. 

     

    5.9 Third
      Party Beneficiary of Amendment to Operating Agreement.
      The
      Investor is an intended third party beneficiary of the Amendment to Operating
      Agreement and may enforce such Amendment as if it were a direct party thereto
      and to the Operating Agreement. The Company shall not permit any amendment
      or
      modification of the Operating Agreement, without the prior written consent
      of
      the Investor, which consent may be withheld in its sole discretion.



    
      
        
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    ARTICLE
      VI

    NEGATIVE
      COVENANTS

     

    To
      induce
      Investor to execute and deliver this Agreement and consummate the
      transactions
      contemplated hereby, so long as the Promissory Note or the December Convertible
      Note or any Units issued thereunder are outstanding,
      the Company shall not, without the prior written consent of the
      Investor:

     

    6.1 Liens.
      Incur,
      create, assume or permit to be created or allow to exist any lien, security
      interest or encumbrance upon or in any of its assets or properties, except
      Permitted Liens.

     

    6.2 Issuance
      of Units.
      Issue
      additional Units beyond those required for any conversion
      under the April Convertible Note, the June Convertible Note and the December
      Convertible Note; grant any securities containing options or rights to purchase
      or receive any Units or securities of the Company whether through conversion,
      exchange or otherwise; declare or pay any dividend or make any other
      distribution with respect to the Units of the Company other than tax
      distributions contemplated under Sections 4.1(a) and 4.1(b) of the Operating
      Agreement; or purchase or redeem any Units or other equity interests of the
      Company, except for the Units held by CWBA-OFM, LLC.

     

    6.3 Compensation.
      Establish or modify the compensation of any officer of the Company
      beyond current employment agreements or beyond any funds currently owed to
      any
      officer, including
      accrued salaries, credit card debt, personal guaranteed loans and personal
      loans
      with the
      Company or enter into or modify any employment agreement
      between
      the Company and any of
      its
      officers.

     

    6.4 Budgets.
      Deviate
      from approved budget items where the deviation exceeds twenty-five
      percent (25%).

     

    6.5 Indebtedness.
      Incur,
      create, assume or otherwise become primarily or secondarily liable, or
      absolutely or contingently liable, or permit to exist, any Indebtedness except
      for (i) the April Convertible Note and the June Convertible Note, (ii) the
      December Convertible Note, (iii) the Promissory Note and the Reimbursement
      Agreement, (iv) existing Indebtedness to Pat Pawlak not to exceed the
principal
      amount of $115,000.00, together with accrued and unpaid interest thereon, and
      (v) unpaid
      credit card obligations reflected on the Company’s October 31, 2007 balance
      sheet.
      For
      purposes hereof, “Indebtedness” shall include all obligations for borrowed
      money; all obligations evidence by notes,
      bonds, indentures or similar instruments; all obligations to pay the deferred
      purchase price of
      property or services except trade accounts payable and accrued liabilities
      arising in the ordinary course of business; all indebtedness created or arising
      under any conditional sale or other title retention agreement with respect
      to
      property acquired by the Company; and all obligations under leases which have
      been or should be in accordance with generally accepted accounting
      principles recorded as capitalized leases.

     

    6.6 Amendment
      of Articles and Operating Agreement.
      Amend
      or modify the Articles of
      Organization or the Operating Agreement of the Company.

     

    6.7 Transaction
      with Affiliates.
      Enter
      into any transaction with any of its officers, directors,
      employees, members or affiliates except for normal employment arrangements
      and
benefit
      programs under reasonable terms as contemplated by this Agreement.

     

    6.8 Use
      of
      Proceeds.
      Use the
      proceeds from the Promissory Note for any purpose other
      than establishing the performance bond in favor of the State of Wisconsin,
      or
such
      other uses as the Investor may, in its sole discretion, approve in writing
      which
      shall specifically reference this Section 6.8, or use the proceeds from the
      Working Capital Loan for any purposes other than the repurchase of 23,850 Units
      of the Company from CWBA-OFM, LLC or for working capital. 


    
      
        
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    6.9 Loans.
      Make
      any loans or advances
      to, or
      guaranties for the benefit of, any other person
      or
      entity.

     

    6.10 Certain
      Transactions.
      The
      sale, transfer or other disposal of all or substantially all of the assets
      of
      the Company, whether in one or a series of related transactions; entering into
      a
merger
      transaction involving the Company in which the members do not hold a majority
      of
      the economic
      and voting interests of the surviving entity; or dissolution of the
      Company.

     

    ARTICLE
      VII

    INVESTOR’S
      REPRESENTATIONS AND WARRANTIES

     

    7.1 Investor’s
      Representations and Warranties.
      Investor represents and warrants to the Company as follows:

     

    (a) Investor
      has been informed by the Company in writing that the December Convertible
      Note
      and
      Units to be issued thereunder have not been registered under the Securities
      Act
      or
      any applicable state securities laws because the offer and sale of the
December
      Convertible Note and Units to be issued thereunder are exempt from such
      registration pursuant to Sections 3(b) or 4(2) of the Securities Act and the
      rules and regulations of the Securities and Exchange Commission thereunder,
      and
      certain limited offering exemptions under state
      securities laws, based in part upon Investor’s representations and warranties
      made herein.

     

    (b) Investor
      is acquiring the December
      Convertible Note
      and
      Units to be issued thereunder
      for
      investment for his own account, and not with a view to resell or otherwise
      distribute the December Convertible Note and Units to be issued
      thereunder.

     

    (c) Investor
      will not attempt to sell or otherwise distribute the December Convertible
      Note
      and
      Units to be issued thereunder except
      in
      compliance with applicable federal and state securities laws and this Agreement
      and the Company’s Articles of Organization and Operating
      Agreement.

     

    (d) Investor
      is an accredited
      investor
      as defined in Regulation D under the Securities
      Act.

     

    (e) Investor
      is not liable for any finders’ fees, brokerage fees or similar fees or expenses
      in connection with entering into the transactions contemplated
      hereby.

     

    (f) Investor
      has all requisite authority to execute, deliver and perform this Agreement.
      This
      Agreement is binding upon and enforceable against Investor in
      accord-ance
      with
      its terms, subject only to bankruptcy, insolvency
      and
      other laws which limit or qualify
      the rights of creditors generally, and to the availability of specific
      performance, injunctive
      relief or other equitable remedies.

     

    (g) Investor
      has had access to all information regarding the Company and this investment
      that he has deemed necessary to make an informed decision regarding the
acquisition
      of the December Convertible Note.

     

    7.2 Restrictive
      Legends.
      Any
      certificate for the Units shall contain or otherwise be imprinted
      with an appropriate legend.


    
      
        
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    7.3 Restrictions
      on Transfer.
      Until
      the December Convertible Note and Units to be issued thereunder
      have been registered under the Securities Act for public sale, no holder thereof
      shall sell, assign, pledge or otherwise dispose of (collectively “Transfer”) any
      or all of such December
      Convertible Note
      or any
      Units issued thereunder except in accordance with
      the
      Operating Agreement (if applicable)
      and pursuant to an opinion of counsel reasonably acceptable to the Company
      that
such
      Transfer complies with applicable securities laws.

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    The
      Company shall indemnify Investor and hold Investor harmless against any loss,
      damage,
      liability or expense (including reasonable attorneys’ fees and expenses) which
      Investor may suffer,
      sustain or become subject to, as a result of:

     

    (a) the
      Company’s breach, in any material respect, of any representation or warranty
      of the Company under this Agreement; or

     

    (b) the
      Company’s nonfulfillment or breach of any of the Company’s covenants under this
      Agreement, which nonfulfillment or breach is not cured or remedied within 30
      days after written notice thereof to the Company by Investor.

     

    ARTICLE
      IX

    ADDITIONAL
      PROVISIONS

     

    9.1 Successors
      and Assigns.
      This
      Agreement shall be binding upon, and inure to the benefit
      of, Investor and the Company and their respective heirs, successors and assigns,
      and, except
      as
      otherwise expressly provided in any particular provision hereof, any subsequent
      holder of
      the
December
      Convertible Note
      or the
      Units insured thereunder.

     

    9.2 Notices.
      All
      communication or notices required or permitted by this Agreement shall be in
      writing and shall be deemed to have been given or made when delivered in hand,
      when delivered via reputable overnight courier service,
      or
      sent by facsimile (with evidence of transmission). Communications or notices
      shall be delivered personally, by reputable overnight courier service (with
      evidence of delivery, or by facsimile (with evidence of transmission), and
      addressed as follows, unless and until either of such parties notifies the
      other
      in accordance with this section of a change of address:

     

    (a)    if
      to the
      Company:

     

    Chad
      L.
      Pawlak, Sr.

    Organic
      Farm Marketing, LLC

    P.O.
      Box
      560

    302
      West
      Stanley Street

    Thorp,
      Wisconsin 54771

    Telephone:
      (715)
      669-7546

    Facsimile:
      (715) 669-7583

     

    with
      a
      copy to:

     

    Lisa
      Lange

    Whyte
      Hirschboeck Dudek SC

    33
      East
      Main Street, #300

    Madison,
      Wisconsin 53703-5119

    Telephone:
      (608)
      255-4440

    Facsimile:
      (608)
      258-7138


    
      
        
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    (b)    if
      to
      Investor:

     

    Advanced
      Biotherapy, Inc.

    141
      West
      Jackson Street, Suite 2182

    Chicago,
      Illinois 60604

    Attention:
      Christopher W. Capps, Chief Executive Officer

    Telephone: (312)
      427-1912

    Facsimile: (312)
      712-8513

     

    with
      a
      copy to:

     

    Joel
      Weinstein

    Rutter
      Hobbs & Davidoff Incorporated

    1901
      Avenue of the Stars, Suite 1700

    Los
      Angeles, California 90067

    Telephone: (310)
      286-1700

    Facsimile: (310)
      286-1728

     

    9.3 Amendments
      and Waivers.
      Any
      change or amendment to this Agreement or any waiver
      hereunder shall be effective only if in writing and signed by the party or
      parties against whom
      such
      change or amendment or waiver is sought to be enforced.

     

    9.4 Integration.
      This
      instrument, the exhibits and schedules annexed hereto and documents
      referred to herein contain the entire agreement between the Company and Investor
      with respect to the transactions contemplated herein. Neither party shall be
      bound by or shall be deemed to have made any representations and/or warranties
      except those contained herein and therein.

     

    9.5 Headings.
      The
      headings in this Agreement are intended solely for convenience of reference
      and shall be given no effect in the construction
      or
      interpretation of this Agreement.

     

    9.6 Governing
      Law.
      This
      Agreement is made in the State of Delaware and shall be governed
      by and construed in accordance with the laws of said State without reference
      to
      conflict of
      laws
      provisions.

     

    9.7 Counterparts.
      This
      Agreement may be executed by facsimile and/or in two or more counterparts,
      each
      of which shall be deemed an original but all of which together shall
constitute
      one and the same instrument.

     

    9.8 Computation
      of Time.
      Unless
      otherwise specifically provided herein, references to
“days”
      in this Agreement shall mean calendar days.

     

    
      
        
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    IN
      WITNESS WHEREOF, the Company has executed this Investment Agreement as of
the
      date
      first above written.

     

    
      	
              INVESTOR

               

              ADVANCED
                BIOTHERAPY, INC.

               

               

              By:
                    _____ 

                  Christopher
                W.
                Capps, 

                  Chief
                Executive Officer

            	
              COMPANY

               

              ORGANIC
                FARM MARKETING, LLC

               

               

              By:
                       

              Chad
                L. Pawlak, Sr., President

               

            


    

     

    The
      undersigned member of Organic Farm Marketing, LLC, representing all of the
      members of the Company, hereby consents to all
      the
provisions
      set forth in Section 5.8 of this Investment Agreement and agrees to take all
      actions necessary as members of the Company to assure that the individual
      nominated by Investor is elected
      as a director of the Company. The undersigned member also agrees to execute
      and
      deliver the Amendment to Operating Agreement referenced in Section 3.10 of
      this
      Investment Agreement, and agrees not to amend or otherwise modify the Amendment
      to Operating Agreement, or any terms therein, without the prior written consent
      of the Investor, which consent may be withheld in the Investor’s sole
      discretion. 

     

    READ,
      APPROVED AND AGREED TO

    this
      18th
      day of December, 2007:

     

                            

    Chad
      L.
      Pawlak, Sr.


    
      
        
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