f8k0707ex10i_bedminster.htm


    PROMISSORY
      NOTE

     

    
      	
              FACE
                AMOUNT

            	
              $1,375,000

            
	
              PRICE

            	
              $1,100,000

            
	
              INTEREST
                RATE

            	
              12%
                per annum

            
	
              NOTE
                NUMBER

            	
              June-2007-101

            
	
              ISSUANCE
                DATE

            	
              June
                26, 2007

            
	
              MATURITY
                DATE

            	
              June
                26, 2009

            


    

     

    FOR
      VALUE
      RECEIVED, Bedminster National Corp., a Nevada corporation, and all of its
      subsidiaries (the “Company”) (OTC BB: BMSTA) hereby promises to pay to
      the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island
      exempted company (the “Holder”), by the Maturity Date, or
      earlier, the Face Amount of One Million Three Hundred and Seventy-Five Thousand
      Dollars ($1,375,000) plus accrued interest U.S., (this “Note”) in such
      amounts, at such times and on such terms and conditions as are specified herein.
      The Company and the Holder are sometimes hereinafter collectively referred
      to as
      the “Parties” and each a “Party” to this Agreement.

     

    The
      closing shall be deemed to have occurred on the date funds are wired to the
      Company (the “Closing Date” or a “Closing”); The Closing shall
      only occur upon the Company’s purchase of eighty percent (80%) of Metropolitan
      Computing Corp. on the terms and conditions deemed acceptable by the
      Holder.

     

    Contemporaneously
      with the execution and delivery of this Note, the parties hereto are executing
      and delivering a Security Agreement and Secured Continuing Unconditional
      Guaranty (“Guaranty”), all of even date herewith (collectively with the
      documents referenced in the foregoing documents, the “Transaction
      Documents”).

     

    
      	
              Article
                1

            	
              Method
                of Payment/Interest

            


    

     

    Section
      1.1 Payments made to the Holder by the Company in satisfaction of this Note
      (referred to as a "Payment," or "Payments") shall be drawn from each Put under
      the Equity Line of Credit provided by Dutchess Private Equities Fund, LP
      (“Investor”) to the Company (“Equity Line”). The Company shall make payments to
      the Holder in the amount of the greater of a) one hundred percent (100%) of
      each
      Put (as defined in the Investment Agreement between the Company and the Investor
      dated June 29, 2006) given to the Investor from the Company; or, b) an amount
      as
      outlined in the table below:

     

    the
      later
      of the Closing Date or July 1, 2007 – Twenty thousand dollars ($20,000) August
      1, 2007 - Thirty thousand dollars ($30,000)

    September
      1, 2007 – Forty Thousand dollars ($40,000)

    October
      1, 2007 – June 1, 2008– Fifty Thousand dollars ($50,000)

    July
      1,
      2008 and each month thereafter until paid the Face Amount is paid in full –
seventy thousand dollars ($70,000)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Each
      amount as specified above when and due shall be the “Payment Amount”. The First
      Payment will be due on the later of the Closing Date or July 1, 2007 and each
      subsequent Payment will be made at the Closing of each Put ("Payment Date"
      or
      "Payment Dates") until this Note is paid in full, with a minimum amount of
      the
      Payment Amount due to the Holder per month. Notwithstanding any provision to
      the
      contrary in this Note, the Company may pay in full to the Holder the Face
      Amount, or any balance remaining thereon, in readily available funds at any
      time
      and from time to time without penalty.

     

    Payments
      made during a month that exceeds the Payment Amount due shall reduce the unpaid
      Face Amount of the Note accordingly.

     

    Section
      1.2 If before Maturity the Company raises any funds from a third-party, whether
      involving the issuance of debt or equity, including any equity line agreements
      with the Holder or a third party, in excess of five hundred thousand dollars
      ($500,000) (a “Financing”) except as specifically set forth in Section 5,
      then the Company shall pay to the Holder one hundred percent (100%) of the
      net
      proceeds there from as prepayment of the Face Amount of this Note, Interest
      and
      penalties, if any, then due. A Financing will also include the sale by the
      Company of any of its assets which are deemed to be material to the Company
      (excluding assets sold in the normal course of business). All prepayments
      described in this Section 1.2 shall be made to the Holder within three
      (3) business day of the Company’s receipt of proceeds from the Financing.
      Failure to comply with this Section 1.2 shall constitute an Event of
      Default (as described in Article 4 hereof). The Holder may, but is not
      required to, waive all or part of this Section 1.2 upon request from the
      Company and any such waiver shall not be unreasonably withheld.

     

    Section
      1.3 The Company shall pay twelve percent (12%) annual coupon on the unpaid
      Face
      Amount of this Note, commencing on the Issuance Date (the “Interest”).
The Interest shall compound daily, pro rata for partial
      periods.

     

    
      	
              Article
                2

            	
              Collateral

            


    

     

    Section
      2.1 The Company does hereby agree to issue to the Holder for use as Collateral
      fifty (50) signed Put Notices consistent with the conditions set forth in
      Article 12. The Collateral Put Notices shall be utilized only in the Event
      of
      Default (as hereinafter defined). In the event the Holder uses the Collateral
      in
      full, the Company shall immediately deliver to the Holder additional Put Notices
      to the extent of the outstanding Face Amount as requested by the
      Holder.

     

    Section
      2.2 Upon the completion of the Company's obligation to the Holder of the Face
      Amount of this Note, the Company will not be under any further obligation to
      complete additional Puts. All remaining Put sheets shall be marked “VOID” by the
      Holder and returned to the Company at the Company’s request.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      	
              Article
                3

            	
              Unpaid
                Amounts

            


    

     

    Section
      3.1 In the event that the Company has not repaid the Face Amount by the Maturity
      Date (the “Residual Amount”), then as liquidated damages (the
“Liquidated  Damages”), the Face Amount shall be
      increased by ten percent (10.0%) as an initial penalty and
an additional two and one-half percent (2.5%) per
      month (pro rata
      for partial periods), compounded daily, for each month until the Face Amount
      is
      paid in full. Further, if a Residual Amount remains at Maturity, it shall
      constitute an Event of Default hereunder. The Parties acknowledge that the
      Liquidated Damages are not interest under this Note and shall not constitute
      a
      penalty.

     

    
      	
              Article
                4

            	
              Defaults
                and Remedies

            


    

     

    Section
      4.1 Events of Default. An “Event of Default” occurs if any one
      of the following occur:

     

    (a)  The
      Company does not make a Payment within three (3) business days of a Payment
      Date, or a Residual Amount on the Note exists on the Maturity Date;

     

    (b)  The
      Company, pursuant to or within the meaning of any Bankruptcy Law (as defined
      below): (i) commences a voluntary case; (ii) consents to the entry of an order
      for relief against it in an involuntary case; (iii) consents to the appointment
      of a Custodian (as defined below) of the Company or for its property; (iv)
      makes
      an assignment for the benefit of its creditors; or (v) a court of competent
      jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is
      for
      relief against the Company in an involuntary case; (B) appoints a Custodian
      of
      the Company or for its property; or (C) orders the liquidation of the Company,
      and the order or decree remains unstayed and in effect for sixty (60) calendar
      days;

     

    (c)  The
      Company’s $0.0001 par value Class A common stock (the “ Class A Common Stock”)
      is suspended or is no longer listed on any recognized exchange, including an
      electronic over-the-counter bulletin board, in excess of two (2) consecutive
      trading days (excluding suspensions of not more than one (1) trading day
      resulting from business announcements by the Company);

     

    (d)  The
      registration statement for the shares underlying the current Equity Line of
      Credit is not effective for any reason;

     

    (e)  The
      Company breaches a material term of this Agreement or any of the Company’s
      representation or warranties hereunder were false when made;

     

    (f)  The
      Company fails to carry out Puts, including any paperwork needed, in a timely
      manner;

     

    (g)  An
      event
      of default occurs under any agreement given as security for the obligations
      and
      liabilities under this Note.

     

    (h)  The
      occurrence of any event which is described elsewhere in this Note as
      constituting an Event of Default hereunder.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (i)  the
      Company’s failure to pay any taxes when due unless such taxes are being
      contested in good faith by appropriate proceedings and with respect to which
      adequate reserves have been provided on the Company’s books; provided, however,
      that in the event that such failure is curable, the Company shall have ten
      (10)
      business days to cure such failure; or,

     

    (j)  an
      attachment or levy is made upon the Company’s assets having an aggregate value
      in excess of twenty-five thousand dollars ($25,000) or a judgment is rendered
      against the Company or the Company’s property involving a liability of more than
      twenty-five thousand dollars ($25,000) which shall not have been vacated,
      discharged, stayed or bonded pending appeal within ninety (90) days from the
      entry hereof; or,

     

    (k)  any
      change in the Company’s condition or affairs (financial or otherwise) which in
      the Holder’s reasonable, good faith opinion, would have a Material Adverse
      Effect; provided, however, that in the event that such failure is curable,
      the
      Company shall have ten (10) business days to cure such failure; or,

     

    (l)  any
      Lien,
      except for Permitted Liens, created hereunder or under any of the Transaction
      Documents for any reason ceases to be or is not a valid and perfected Lien
      having a first priority interest; or,

     

    (m)  the
      indictment or threatened indictment of the Company, any officer of the Company
      under any criminal statute, or commencement or threatened commencement of
      criminal or civil proceeding against the Company or any officer of the Company
      pursuant to which statute or proceeding penalties or remedies sought or
      available include forfeiture of any of the property of the company.

     

    (n)  the
      Company’s officers’ or directors’ (“Insiders”) compensation exceeds twenty-one
      thousand eight hundred and forty-two dollars ($21,842) per month (“Compensation
      Limit”), of which, no more than fifteen thousand dollars ($15,000) per month,
      may be used from the proceeds of this Note, until such time as an Additional
      Financing is completed, subject to Article 5 below. Upon the completion of
      an
      Additional Financing, the Insiders may increase cash compensation to the
      Compensation Limit, including any cash due for past forbearances.

     

    As
      used
      in this Section 4.1, the term “Bankruptcy Law” means Title 11 of
      the United States Code or any similar federal or state law for the relief of
      debtors, and the term “Custodian” means any receiver, trustee, assignee,
      liquidator or similar official under any Bankruptcy Law.

     

    Section
      4.2 Remedies. Upon the occurrence of each and every Event of Default,
      the Holder may seek any or all of the following remedies to the extent of the
      Residual Amount:

     

    (a)
      The
      Holder may elect to execute the Puts in an amount that will repay the Holder
      and
      fully enforce the Holder’s rights under the Security Agreement as well as the
      Secured Continuing Unconditional Guaranty of even date herewith among the
      subsidiaries as outlined between Company and the Holder (the
“Guaranty”)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (b)  The
      Holder may increase the Face Amount of the Note by ten percent (10.0%) as an
      initial penalty and an additional two and one-half percent (2.5%) per month
      (pro
      rata for partial periods), compounded daily, until such Event of Default is
      cured (if capable of being cured) or this Note, together with all interest
      thereon, is repaid in full (i.e., exercise the Liquidated Damages option).
      The
      Parties acknowledge that the Liquidated Damages are not interest under this
      Note
      and shall not constitute a penalty.

     

    (c)  The
      Holder may elect to stop any further funding to the Company excluding
      the

     

    Equity
      Line of Credit.

     

    (d)
      The
      Holder may also do either (i) or (ii) below, but not both; provided,
      however, that the Holder may only utilize (i) below in the event of default
      pursuant to Section 4.1 and such default is not cured by the Company within
      ten
      (10) days:

     

    (i)
      Switch Residual Amount, in part or in whole, to a three-year (“Convertible
      Maturity Date”), eighteen percent (18%) interest bearing convertible
      debenture at a floating rate discount of fifty percent (50%) to the prevailing
      market price during conversion, and with such other terms described hereinafter
      (the “Convertible Debenture”). The Convertible Debenture shall be
      considered closed (“Convertible Closing Date”) as of the date of the
      Event of Default. If the Holder chooses to convert the Residual Amount to a
      Convertible Debenture, then the Company shall have ten (10) business days after
      notice of default from the Holder (the “Notice of Convertible Debenture”)
to file a registration statement covering an amount of shares equal
      to three
      hundred percent (300%) of the Residual Amount, plus interest thereon and any
      Liquidated Damages due at such time. In the event the Company does not file
      such
      registration statement within such period of time, or such registration
      statement is not declared by the Commission to be effective under the Securities
      Act within sixty (60) business days of the Convertible Closing Date, then the
      Residual Amount shall increase by five thousand dollars ($5,000) per day. In
      the
      event the Company is given the option for accelerated effectiveness of the
      registration statement, the Company will cause such registration statement
      to be
      declared effective as soon as reasonably practicable and will not take any
      action to delay the registration to become effective. In the event that the
      Company is given the option for accelerated effectiveness of the registration
      statement, but chooses not to cause such registration statement to be declared
      effective on such accelerated basis, the Residual Amount shall increase by
      five
      thousand dollars ($5,000) per day commencing on the earliest date as of which
      such registration statement would have been declared to be effective if subject
      to accelerated effectiveness.

     

    (ii)
      The
      Holder may increase the Payment Amount described under Article 1 hereof
      to fulfill the repayment of the Residual Amount. The Company shall provide
      full
      cooperation to the Holder in directing funds owed to the Holder on any Put
      made
      by the Company to the Investor. The Company agrees to diligently carry out
      the
      terms outlined in the Equity Line for delivery of any such shares. In the event
      the Company is not diligently fulfilling its obligation to direct funds
      owed to the Holder from Puts to the Holder, as reasonably determined by the
      Holder, the Holder may, after giving the Company five (5) business days advance
      notice to cure same, elect to increase the Face Amount of the Note by two and
      one-half percent (2.5%) per day, compounded daily, in addition to and on top
      of
      any additional remedies available to the Holder under this Note.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              Section
                4.3

            	
              Conversion
                Privilege

            


    

     

    (a)  In
      the
      event that a Convertible Debenture is issued by the Company pursuant to Section
      4.2(d)(i), the Holder shall have the right to convert the Convertible Debenture
      into shares of Class A Common Stock at any time following the Convertible
      Closing Date and before the close of business on the Convertible Maturity Date.
      The number of shares of Class A Common Stock issuable upon the conversion of
      the
      Convertible Debenture shall be determined pursuant to Section 4.4 hereof,
      but the number of shares issuable shall be rounded up to the nearest whole
      share.

     

    (b)  In
      the
      event all or any portion of the Convertible Debenture remains outstanding on
      the
      Convertible Maturity Date (the “Debenture Residual Amount”), the
      unconverted portion of such Convertible Debenture will automatically be
      converted into shares of Class A Common Stock on such date in the manner set
      forth in Section 4.4 hereof.

     

    Section
      4.4      Conversion
      Procedure

     

    (a)  The
      Holder may elect to convert the Residual Amount in whole or in part any time
      and
      from time to time following the Convertible Closing Date. Such conversion shall
      be effectuated by providing the Company, or its attorney, with that portion
      of
      the Convertible Debenture to be converted together with a facsimile or
      electronic mail of the signed notice of conversion (the “Notice of
      Conversion”). The date on which the Notice of Conversion is effective
(“Conversion Date”) shall be deemed to be the date on which the Holder
      has delivered to the Company a facsimile or electronically mailed the Notice
      of
      Conversion (receipt being via a confirmation of the time such facsimile or
      electronic mail to the Company as provided by the Holder). The Holder can elect
      to either reissue the Convertible Debenture, or continually convert the
      remaining Residual Amount under the Debenture.

     

    (b)  Common
      Stock to be Issued. Upon the conversion of the Convertible Debenture by the
      Holder, the Company shall instruct its transfer agent to issue stock
      certificates without restrictive legends or stop transfer instructions, if,
      at
      that time, the aforementioned registration statement
      described in Section 4.2 hereof
has been declared effective
      (or with proper restrictive legends if the
      registration statement has not as yet been declared effective), in specified
      denominations representing the number of shares of Class A Common Stock issuable
      upon such conversion. In the event that the Convertible Debenture is deemed
      saleable under Rule 144 of the Securities Act, the Company shall, upon a Notice
      of Conversion, instruct the transfer agent to issue free trading certificates
      without restrictive legends, subject to other applicable securities laws. The
      Company is responsible to for all costs associated with the issuance of the
      shares, including but not limited to the opinion letter, overnight delivery
      of
      the certificates and any other costs that arise. The Company shall act as
      registrar of the Shares of Class A Common Stock
      to
      be issued and shall maintain an appropriate ledger containing the necessary
      information with respect to each Convertible Debenture. The Company warrants
      that no instructions have been given or will be given to the transfer agent
      which limit, or otherwise prevent resale and that the Class A Common Stock
      shall
      otherwise be freely resold, except as may be set forth herein or subject to
      applicable law.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  Conversion
      Rate. The Holder is entitled to convert the Convertible Debenture Residual
      Amount, plus accrued interest and penalties, anytime following the Convertible
      Closing Date, at the lesser of either (i) fifty percent (50%) of the lowest
      closing bid price during the fifteen (15) trading days immediately preceding
      the
      Notice of Conversion or (ii) 100% of the lowest bid price for the twenty (20)
      trading days immediately preceding the Convertible Closing Date (“Fixed
      Conversion Price”). No fractional shares or scrip representing fractions of
      shares will be issued on conversion, but the number of shares issuable shall
      be
      rounded up to the nearest whole share.

     

    (d)  Nothing
      contained in the Convertible Debenture shall be deemed to establish or require
      the Company to pay interest to the Holder at a rate in excess of the maximum
      rate permitted by applicable law. In the event that the rate of interest
      required to be paid exceeds the maximum rate permitted by governing law, the
      rate of interest required to be paid thereunder shall be automatically reduced
      to the maximum rate permitted under the governing law and such excess shall
      be
      returned with reasonable promptness by the Holder to the Company. In the event
      this Section 4.4(d) applies, the Parties agree that the terms of this
      Note shall remain in full force and effect except as is necessary to make the
      interest rate comply with applicable law.

     

    (e)  The
      Holder shall be treated as a shareholder of record on the date the Company
      is
      required to issue the Class A Common Stock to the Holder. If prior to the
      issuance of stock certificates, the Holder designates another person as the
      entity in the name of which the stock certificates requesting the Convertible
      Debenture are to be issued, the Holder shall provide to the Company evidence
      that either no tax shall be due and payable as a result of such transfer or
      that
      the applicable tax has been paid by the Holder or such person. If the Holder
      converts any part of the Convertible Debentures, or will be, the Company shall
      issue to the Holder a new Convertible Debenture equal to the unconverted amount,
      immediately upon request by the Holder.

     

    (f)  Within
      four (4) business days after receipt of the documentation referred to in this
      Section, the Company shall deliver a certificate for the number of shares of
      Class A Common Stock issuable upon the conversion. In the event the Company
      does
      not make delivery of the Class A Common Stock as instructed by Holder within
      four (4) business days after the Conversion Date, the Company shall pay to
      the
      Holder an additional one percent (1.0%) per day in cash of the full dollar
      value
      of the Debenture Residual Amount then remaining after conversion, compounded
      daily; provided, however, that the Company shall not be liable for any amounts
      under this Section 4.4(f) in the event that the delay in the issuance of the
      Class A Common Stock is as a result of actions by the Holder or outside of
      the
      control of the Company.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)            The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and have available all Class A Common
      Stock necessary to meet conversion of the Convertible Debentures by the Holder
      of the entire amount of
      Convertible Debentures then outstanding. If, at any time, the Holder submits
      a
      Notice of Conversion and the Company does not have sufficient authorized but
      unissued shares of Class A Common Stock (or alternative shares of Class A Common
      Stock as may be contributed by stockholders of the Company) available to effect,
      in full, a conversion of the Convertible Debentures (a “Conversion Default,”
the date of such default being referred to herein as the “Conversion
      Default Date”), the Company shall issue to the Holder all of the shares of
      Class A Common Stock which are available. Any Convertible Debentures, or any
      portion thereof, which cannot be converted due to the Company’s lack of
      sufficient authorized Class A common stock (the “Unconverted Debentures”),
may be deemed null and void upon written notice sent by the Holder
      to the
      Company. The Company shall provide notice of such Conversion Default
(“Notice  of Conversion Default”) to the Holder, by
      facsimile, within one (1) business days of such default.

     

    (h)  The
      Company agrees to pay the Holder payments for a Conversion Default
(“Conversion Default Payments”) in the amount of (N/365) multiplied by
      0.24, the product of which is then multiplied by the initial issuance price
      of
      the outstanding or tendered but not converted Convertible Debentures held by
      the
      Holder, where N equals the number of days from the Conversion Default Date
      to
      the date (the “Authorization Date”) that the Company authorizes a
      sufficient number of shares of Class A Common Stock to effect conversion of
      all
      remaining Convertible Debentures. The Company shall send notice
(“Authorization Notice”) to the Holder that additional shares of Class A
      Common Stock have been authorized, the Authorization Date, and the amount of
      Holder’s accrued Conversion Default Payments. The accrued Conversion Default
      shall be paid in cash or shall be convertible into Class A Common Stock at
      the
      conversion rate set forth in Section 4.4(c) hereof, upon written notice
      sent by the Holder to the Company, which Conversion Default shall be payable
      as
      follows: (i) in the event the Holder elects to take such payment in cash, cash
      payment shall be made to the Holder within five (5) business days, or (ii)
      in
      the event Holder elects to take such payment in stock, the Holder may convert
      at
      the conversion rate set forth in Section 4.4(c) hereof until the
      expiration of the conversion period.

     

    (i)  The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Class A Common Stock to effect in full a
      conversion of the Convertible Debentures in full will cause the Holder to suffer
      irreparable harm, and that the actual damages to the Holder will be difficult
      to
      ascertain. Accordingly, the parties agree that it is appropriate to include
      in
      this Agreement a provision for liquidated damages. The Parties acknowledge
      and
      agree that the liquidated damages provision set forth in this section represents
      the parties’ good faith effort to quantify such damages and, as such, agree that
      the form and amount of such liquidated damages are reasonable, and under the
      circumstances, do not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Class A Common
      Stock pursuant to the terms of this Convertible Debenture.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (j)             If,
      by the fourth (4th) business day after the Conversion Date, any portion of
      the
      shares of the Convertible Debentures have not been delivered to the Holder
      and
      the Holder purchases, in an open market transaction or otherwise, shares of
      Class A Common Stock (the “Covering Shares”) necessary to make delivery
      of shares which would had been delivered if the full amount of the shares to
      be
      converted had been delivered to the Holder, then the Company shall
      pay
      to the Holder, in addition to any other amounts due to Holder pursuant to this
      Convertible Debenture, and not in lieu thereof, the Buy-In Adjustment Amount
      (as
      defined below). The “Buy In Adjustment Amount” is the amount equal to the
      excess, if any, of (x) the Holder’s total purchase price (including brokerage
      commissions, if any) for the Covering Shares, minus (y) the net proceeds (after
      brokerage commissions, if any) received by the Holder from the sale of the
      Sold
      Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in
      immediately available funds within five (5) business days of written demand
      by
      the Holder. By way of illustration only and not in limitation of the foregoing,
      if the Holder purchases shares of Class A Common Stock having a total purchase
      price (including brokerage commissions) of $11,000 to cover a Buy-In with
      respect to shares of Class A Common Stock it sold for net proceeds of $10,000,
      the Buy-In Adjustment Amount which the Company will be required to pay to the
      Holder will be $1,000.

     

    The
      Company does hereby warrant the date of consideration for the Convertible
      Debenture is the Issuance Date of the Note and shall use all commercially
      reasonable best efforts to have an opinion letter stating such for sale under
      Rule 144. In the event that counsel to the Company fails or refuses to render
      an
      opinion as required to issue the Conversion Shares in accordance with this
      Article 4 (either with or without restrictive legends, as applicable), then
      the
      Company irrevocably and expressly authorizes counsel to the Holder to render
      such opinion, attached as Exhibit A and incorporate herein by reference. The
      Transfer Agent shall accept and be entitled to rely on such opinion for the
      purposes of issuing the Conversion Shares and Interest Shares. Any costs
      incurred by Holder for such opinion letter shall be added to the Face Amount
      of
      the Debenture. The Company shall cooperate fully and in a timely manner with
      the
      transfer agent for any Company information requested by the transfer
      agent.

     

    
      	
              Article
                5

            	
              Additional
                Financing and Registration
                Statements

            


    

     

    Section
      5.1 Except for the ability to enter into additional financing agreements whether
      for debt or equity in an aggregate amount up to five hundred thousand ($500,000)
      , which shall require the approval of the Holder, which shall not be
      unreasonably withheld, the Company will not enter into any additional financing
      agreements over five hundred thousand dollars ($500,000), whether for debt
      or
      equity, without prior expressed written consent from the Holder, which may
      be
      given or withheld in Holder’s sole and absolute discretion.

     

    Section
      5.2 The Company agrees that it shall not file any registration statement which
      includes any of its Common Stock (other than registration statements associated
      with registering shares on Form S-4) until such time as the Note is paid in
      full
      (the “Lock-Up Period”) or unless and until Holder gives its prior written
      consent (which may be given or withheld in Holder’s sole and absolute
      discretion).

     

    Section
      5.3 If at any time while this Note is outstanding, the Company issues or agrees
      to issue to any entity or person (“Third-Party”) for any reason
      whatsoever, any common stock or securities convertible into or exercisable
      for
      shares of common stock (or modify any such terms in effect prior to the
      execution of this Note) (a “Third Party Financing”), at terms deemed by
      the Holder to be more favorable to the Third-Party, then the Company grants
      to
      the Holder the right, at the Holder’s election, to modify the terms of this Note
      to match or conform
      to the more favorable term or terms of the Third-Party Financing. The rights
      of
      the Holder in this Section 5.3 are in addition to all other rights the
      Holder has pursuant to this Note and the related Security Agreement between
      the
      Holder and the Company.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Violation
      of any Section under this Article 5 shall constitute an Event of Default
      and the Holder may elect to take the action or actions outlined in Article 4
      hereof.

     

    
      	
              Article
                6

            	
              Notice

            


    

     

    Section
      6.1 Any notices, consents, waivers or other communications required or permitted
      to be given under the terms of this Note must be in writing and will be deemed
      to have been delivered (i) upon delivery, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, so long as it is properly addressed. The addresses and
      facsimile numbers for such communications shall be:

     

    If
      to the
      Company:

     

    Attn:
      Paul Patrizio

    Bedminster
      National Corp. 

    90
      Washington Valley Road Bedminster NJ 07921

    Telephone:
      908-719-8940 Facsimile: 908-234-0608

     

    With
      a
      copy to:

     

    Anslow
      & Jaclin, LLP 

    Attn:
      Gregg E. Jaclin, Esq. 

    195
      Route
      9, Suite 204 

    Manalapan,
      NJ 07726 

    Telephone:
      732-409-1212 

    Facsimile:
      (732)577-1188

     

    If
      to the
      Holder:

     

    Dutchess
      Capital Management, LLC 

    Douglas
      Leighton

    50
      Commonwealth Ave, Suite 2 

    Boston,
      MA 02116

    Telephone:
      (617) 301-4700

    Facsimile:
      (617) 249-0947

     

    Section
      6.2 The Parties are required to provide each other with five (5) business days
      prior notice to the other party of any change in address, phone number or
      facsimile number.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	
                Article
                  7

              	
                Time

              


      

       

    

    Where
      this Note authorizes or requires the payment of money or the performance of
      a
      condition or obligation on a Saturday or Sunday or a holiday on which the United
      States Stock Markets (“US Markets”) are closed (“Holiday”), such
      payment shall be made or condition or obligation performed on the last business
      day preceding such Saturday, Sunday or Holiday. A
“business  day” shall mean a day on which the US Markets are
      open for a full day or half day of trading.

     

    
      	
              Article
                8

            	
              No
                Assignment.

            


    

     

    
      	
               

            	
              This
                Note and the obligations hereunder shall not be
                assigned.

            


    

     

    
      	
              Article
                9

            	
              Rules
                of Construction.

            


    

     

    In
      this
      Note, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the tense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Note are inserted for convenience of
      reference only, and they neither form a part of this Note nor are they to be
      used in the construction or interpretation hereof. Wherever, in this Note,
      a
      determination of the Company is required or allowed, such determination shall
      be
      made by a majority of the Board of Directors of the Company and, if it is made
      in good faith, it shall be conclusive and binding upon the Company.

     

    
      
        	
                Article
                  10

              	
                Governing
                  Law

              


      

       

    

    The
      validity, terms, performance and enforcement of this Note shall be governed
      and
      construed by the provisions hereof and in accordance with the laws of the
      Commonwealth of Massachusetts applicable to agreements that are negotiated,
      executed, delivered and performed solely in the Commonwealth of
      Massachusetts.

     

    
      
        
          	
                  Article
                    11

                	
                  Disputes
                    Subject to Arbitration

                


        

         

      

    

    The
      Parties shall submit all disputes arising under this Note to arbitration in
      Boston, Massachusetts before a single arbitrator of the American Arbitration
      Association (the “AAA”). The arbitrator shall be selected by application of the
      rules of the AAA, or by mutual agreement of the Parties, except that such
      arbitrator shall be an attorney admitted to practice law in the Commonwealth
      of
      Massachusetts. No Party will challenge the jurisdiction or venue provisions
      provided in this Article 11. Nothing in this Article
      11  shall limit the Holder’s right to obtain an injunction for a
      breach of this Note from any court of law. Any injunction obtained shall remain
      in full force and effect until the arbitrator, as set forth in this Article
      11 fully adjudicates the dispute.

     

    
      
        
          
            	
                    Article
                      12

                  	
                    Conditions
                      to Closing

                  


          

           

        

      

    

    The
      Company shall have delivered the proper Collateral to the Holder before Closing
      of this Note.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Article
                13

            	
              Closing
                Costs

            


    

     

    The
      Company agrees to pay for related expenses associated with the proposed
      transaction of one hundred thousand dollars ($100,000). This amount shall cover,
      but is not limited to, the following: due diligence expenses, document creation
      expenses, closing costs, and transaction administration expenses. All such
      structuring and administration expenses shall be deducted from the first
      Closing.

     

    
      	
              Article
                14

            	
              Indemnification

            


    

     

    In
      consideration of the Holder’s execution and delivery of this Agreement and the
      acquisition and funding by the Holder of this Note and in addition to all of
      the
      Company’s other obligations under the documents contemplated hereby, the Company
      shall defend, protect, indemnify and hold harmless the Holder and all of its
      shareholders, officers, directors, employees, counsel, and direct or indirect
      investors and any of the foregoing person’s agents or other representatives
      (including, without limitation, those retained in connection with the
      transactions contemplated by this Agreement) (collectively, the
“Indemnities”) from and against any and all actions, causes of action,
      suits, claims, losses, costs, penalties, fees, liabilities and damages, and
      expenses in connection therewith (irrespective of whether any such Indemnitee
      is
      a party to the action for which indemnification hereunder is sought), and
      including, without limitation, reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or
      arising out of, or relating to (i) any misrepresentation or breach of any
      representation or warranty made by the Company in the Note, or any other
      certificate, instrument or document contemplated hereby or thereby, or (ii)
      any
      breach of any covenant, agreement or obligation of the Company contained in
      the
      Note or any other certificate, instrument or document contemplated hereby or
      thereby, except insofar as any such misrepresentation, breach or any untrue
      statement, alleged untrue statement, omission or alleged omission is made in
      reliance upon and in conformity with written information furnished to the
      Company by, or on behalf of, the Holder or is based on illegal trading of the
      Common Stock by the Holder. To the extent that the foregoing undertaking by
      the
      Company may be unenforceable for any reason, the Company shall make the maximum
      contribution to the payment and satisfaction of each of the Indemnified
      Liabilities that is permissible under applicable law. The indemnity provisions
      contained herein shall be in addition to any cause of action or similar rights
      the Holder may have, and any liabilities the Holder may be subject
      to.

     

    
      	
              Article
                15

            	
              Incentive
                Shares

            


    

     

    The
      Company shall issue to the Holder one million eight hundred and seventy-five
      thousand (1,875,000) shares of unregistered, restricted Class A Common Stock
      (the “Incentive Shares”) as an incentive for the Holder entering into
      this Note. The Incentive Shares shall be issued and delivered to the Escrow
      Agent to be held in escrow in accordance with the Escrow Agreement. The
      Company’s failure to issue the Incentive Shares shall constitute an Event of
      Default and the Holder may elect to enforce the remedies outlined in Article
      4 hereof. The Company’s obligation to provide the Holder with the Incentive
      Shares, as set forth herein, shall survive the termination
      of this Note and any default on this obligation shall provide the Holder with
      all rights, remedies and default provisions set forth in this Note or otherwise
      available by law. The Incentive Shares shall carry piggy back registration
      rights. In the event the Company files a registration statement that does not
      include the Incentive Shares, the Company shall pay to the Holder one million
      (1,000,000) additional shares. The Holder shall have retain the full right
      to
      waive any such piggyback registration rights.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Company hereby acknowledges that the date of consideration for the Incentive
      Shares is the same as the Issuance Date of this Note and shall use all
      commercially reasonable best efforts to facilitate the Holder’s sales under Rule
      144 of the Securities Act. The Company shall provide an opinion letter from
      counsel within two (2) business days of written request by the Holder stating
      that the date of consideration for the Debenture is the Issuance Date and
      submission of proper Rule 144 support documentation consisting of a Form 144,
      a
      broker's representation letter and a seller's representation letter. In the
      event the Company does not deliver the opinion letter within two business days,
      the Company shall be in default as outlined in Article 4. In the event that
      counsel to the Company fails or refuses to render an opinion as required to
      issue the Shares in accordance with this paragraph (either with or without
      restrictive legends, as applicable), then the Company irrevocably and expressly
      authorizes counsel to the Holder to render such opinion and shall authorize
      the
      Transfer Agent to accept and to rely on such opinion for the purposes of issuing
      the Shares (which is attached as Exhibit A hereto and incorporated by
      reference). Any costs incurred by Holder for such opinion letter shall be added
      to the Face Amount of the Note.

     

    
      	Article 16	
              Use
                of Proceeds

            


    

     

    The
      Company shall use the funds to consummate the acquisition of Metropolitan
      Computing Corp. and for working capital purposes and the funds shall be held
      in
      escrow pending completion of the acquisition as set forth in the Escrow
      Agreement.

     

    
      	
              Article
                17

            	
              Waiver

            


    

     

    The
      Holder’s delay or failure at any time or times hereafter to require strict
      performance by Company of any obligations, undertakings, agreements or covenants
      shall not waive, affect, or diminish any right of the Holder under this Note
      to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Note, and no Event of Default, shall be deemed
      to
      have been waived by the Holder, nor may this Note be amended, changed or
      modified, unless such waiver, amendment, change or modification is evidenced
      by
      a separate instrument in writing specifying such waiver, amendment, change
      or
      modification and signed by the Holder.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Article 18	
              Senior
                Obligation

            


    

     

    The
      Company shall cause this Note to be senior in right of payment to all other
      current or future debt of the Company. The Company warrants that it has taken
      all necessary steps to subordinate its other obligations to the rights of the
      Holder under this Note and the failure to do so shall constitute an Event of
      Default.

     

    
      	
              Article
                19

            	
              Transactions
                With Affiliates

            


    

     

    The
      Company shall not, and shall cause each of its Subsidiaries to not enter into,
      amend, modify or supplement, or permit any Subsidiary to enter into, amend,
      modify or supplement, any agreement, transaction, commitment or arrangement
      with
      any of its or any Subsidiary’s officers, directors, persons who were officers or
      directors at any time during the previous two (2) years, shareholders who
      beneficially own five percent (5%) or more of the Common Stock, or affiliates
      or
      with any individual related by blood, marriage or adoption to any such
      individual or with any entity in which any such entity or individual owns a
      five
      percent (5%) or more beneficial interest (each a “Related Party”) during
      the Lock-Up Period.

     

    
      	Article 20	
              Equity
                Line Obligations

            


    

     

    At
      the
      request of the Holder, at any time after the Company's current effective
      registration statement for the Equity Line of Credit (File No: 333-137023),
has ten million (10,000,000) shares or less remaining for issuance,
      the
      Company shall immediately execute a new Investment Agreement for an Equity
      Line
      of Credit under the same terms and conditions as the previous Equity Line,
      if so
      required. The Company shall immediately prepare and file a registration
      statement for the registration of shares. The Holder shall also retain the
      right
      to determine the date of the filing of such registration statement. As an effort
      to assist the Company with the Payments pursuant to this Note, the Company
      gives
      authorization for the Holder to draw funds directly from the Closing of each
      Put. The Company agrees to fully execute and diligently carry out Puts to the
      Investor, on the terms set forth in the Investment

    Agreement.
      The Company agrees that the Put Amount shall be for the maximum amount allowed
      under the Investment Agreement. Further, the Company agrees to issue Puts to
      the
      Investor for the maximum frequency allowed under the Investment Agreement.
      Failure to comply with the terms of the Investment Agreement with respect to
      the
      Puts will result in an Event of Default as defined in this Agreement in Article
      4.

     

    
      	
              Article
                21

            	
              Security

            


    

     

    This
      Note
      shall be secured by and the Holder shall have full right to exercise its rights
      and remedies under (i) the Security Agreement and (ii) the
      Guaranty.

     

    
      	Article 22	
              Miscellaneous

            


    

     

    Section
      22.1 This Note may be executed in two (2) or more counterparts, all of which
      taken together shall constitute one instrument. Execution and delivery of this
      Note by exchange of facsimile copies bearing the facsimile signature of a Party
      shall constitute a valid and
      binding execution and delivery of this Note by such Party. Such facsimile copies
      shall constitute enforceable original documents.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      22.2 The Company warrants that the execution, delivery and performance of this
      Note by the Company and the consummation by the Company of the transactions
      contemplated hereby and thereby will not (i) result in a violation of the
      Articles of Incorporation, any Certificate of Designations, Preferences and
      Rights of any outstanding series of preferred stock of the Company or the
      Bylaws, (ii) conflict with, or constitute a material default (or an event which
      with notice or lapse of time or both would become a material default) under,
      or
      give to others any rights of termination, amendment, acceleration or
      cancellation of, any material agreement, contract, indenture mortgage,
      indebtedness or instrument to which the Company or any of its Subsidiaries
      is a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree, including United States federal and state securities laws
      and regulations and the rules and regulations of the principal securities
      exchange or trading market on which the Class A Common Stock is traded or listed
      (the “Principal Market”), applicable to the Company or any of its
      Subsidiaries (which for purposes of this Note means any entity in which the
      Company, directly or indirectly, owns capital stock or holds an equity or
      similar interest) or by which any property or asset of the Company or any of
      its
      Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries
      is
      in violation of any term of, or in default under, the Articles of Incorporation,
      any Certificate of Designations, Preferences and Rights of any outstanding
      series of preferred stock of the Company or the Bylaws or their organizational
      charter or Bylaws, respectively, or any contract, agreement, mortgage,
      indebtedness, indenture, instrument, judgment, decree or order or any statute,
      rule or regulation applicable to the Company or its Subsidiaries, except for
      possible conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations that would not individually or in the aggregate
      have a Material Adverse Effect (as defined below). The business of the Company
      and its Subsidiaries is not being conducted, and shall not be conducted, in
      violation of any law, statute, ordinance, rule, order or regulation of any
      governmental authority or agency, regulatory or self-regulatory agency, or
      court, except for possible violations the sanctions for which either
      individually or in the aggregate would not have a Material Adverse Effect.
      The
      Company is not required to obtain any consent, authorization, permit or order
      of, or make any filing or registration (except the filing of a registration
      statement) with, any court, governmental authority or agency, regulatory or
      self-regulatory agency or other third party in order for it to execute, deliver
      or perform any of its obligations under, or contemplated by, this Note in
      accordance with the terms hereof or thereof. All consents, authorizations,
      permits, orders, filings and registrations which the Company is required to
      obtain pursuant to the preceding sentence have been obtained or effected on
      or
      prior to the date hereof and are in full force and effect as of the date hereof.
      The Company and its Subsidiaries are unaware of any facts or circumstances
      which
      might give rise to any of the foregoing. The Company is not, and will not be,
      in
      violation of the listing requirements of the Principal Market as in effect
      on
      the date hereof and is not aware of any facts which would lead to delisting
      of
      the Class A Common Stock by the Principal Market.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      22.3 The Company and its Subsidiaries are corporations duly organized and
      validly existing in good standing under the laws of the respective jurisdictions
      of their

    incorporation,
      and have the requisite corporate power and authorization to own their properties
      and to carry on their business as now being conducted. Both the Company and
      its
      Subsidiaries are duly qualified to do business and are in good standing in
      every
      jurisdiction in which their ownership of property or the nature of the business
      conducted by them makes such qualification necessary, except to the extent
      that
      the failure to be so qualified or be in good standing would not have a Material
      Adverse Effect. As used in this Note, “Material Adverse Effect” means any
      material adverse effect on the business, properties, assets, operations, results
      of operations, financial condition or prospects of the Company and its
      Subsidiaries, if any, taken as a whole, or on the transactions contemplated
      hereby or by the agreements and instruments to be entered into in connection
      herewith, or on the authority or ability of the Company to perform its
      obligations under the Note.

     

    Section
      22.4 Authorization, Enforcement, Compliance with Other Instruments. (i)
      The Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Note, and to issue this Note and Incentive
      Shares in accordance with the terms hereof and thereof; (ii) the execution
      and
      delivery of this Note by the Company and the consummation by it of the
      transactions contemplated hereby and thereby, including without limitation
      the
      reservation for issuance and the issuance of the Incentive Shares pursuant
      to
      this Note, have been duly and validly authorized by the Company’s Board of
      Directors and no further consent or authorization is required by the Company,
      its Board of Directors, or its shareholders; (iii) this Note has been duly
      and
      validly executed and delivered by the Company; and (iv) this Note constitutes
      the valid and binding obligations of the Company enforceable against the Company
      in accordance with their terms, except as such enforceability may be limited
      by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and
      remedies.

     

    Section
      22.5 The execution and delivery of this Note shall not alter the prior written
      agreements between the Company and the Holder. This Note is the final agreement
      between the Company and the Holder with respect to the terms and conditions
      set
      forth herein, and, the terms of this Note may not be contradicted by evidence
      of
      prior, contemporaneous, or subsequent oral agreements of the Parties. The
      execution and delivery of this Note is done in conjunction with the Security
      Agreement (as defined in Article 21 hereof).

     

    Section
      22.6 There are no disagreements of any kind presently existing, or reasonably
      anticipated by the Company to arise, between the Company and the accountants,
      auditors and lawyers formerly or presently used by the Company, including but
      not limited to disputes or conflicts over payment owed to such accountants,
      auditors or lawyers.

     

    Section
      22.7 All representations made by or relating to the Company of a historical
      nature and all undertakings described herein shall relate and refer to the
      Company, its predecessors, and the Subsidiaries.

     

    Section
      22.8 The only officer, director, employee and consultant stock option or stock
      incentive plan currently in effect or contemplated by the Company has been
      submitted to the Holder or is described or within past filings with the SEC.
      The
      Company agrees not to initiate
      or institute any new stock option or stock incentive plan without the prior
      written consent of the Holder.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      22.9 The Company acknowledges that its failure to timely meet any of its
      obligations hereunder, including, but without limitation, its obligations to
      make Payments, deliver shares and, as necessary, to register and maintain
      sufficient number of Shares, will cause the Holder to suffer irreparable harm
      and that the actual damage to the Holder will be difficult to ascertain.
      Accordingly, the parties agree that it is appropriate to include in this Note
      a
      provision for liquidated damages. The parties acknowledge and agree that the
      liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and, as such, agree that the form
      and
      amount of such liquidated damages are reasonable and do not constitute a
      penalty. The payment of liquidated damages shall not relieve the Company from
      its obligations to deliver the Common Stock pursuant to the terms of this
      Note.

     

    Section
      22.10 In the event that any rules, regulations, oral or written interpretations
      or comments, whether oral or written, formal or informal from the SEC, NASD,
      NYSE, NASDAQ or other governing or regulatory body, prohibit or hinder any
      operation of this Agreement or the Equity Line, the Parties hereby agree that
      those specific terms and conditions shall be negotiated in good faith on similar
      terms within a commercially reasonable time period, but in no event greater
      than
      five (5) business days, and shall not alter, diminish or affect any other
      rights, duties, obligations or covenants in this Note and that all terms and
      conditions will remain in full force and effect except as is necessary to make
      those specific terms and conditions comply with applicable rule, regulation,
      interpretation or Comment. Failure for the Company to agree to such new terms
      as
      necessary to achieve the intent of the original documents, shall constitute
      an
      Event of Default and the Holder may therefore elect to take actions as outlined
      in Article 4 hereof provided, however, that the Holder must act in a
      commercially reasonable manner for an Event of Default as provided hereunder
      to
      occur.

     

    Section
      22.11 The Company hereby represent and warrants to the Holder that: (i) it
      is
      voluntarily issuing this Note of its own freewill, (ii) it is not issuing this
      Note under economic duress, (iii) the terms of this Note are reasonable and
      fair
      to the Company, and (iv) the Company has had independent legal counsel of its
      own choosing review this Note, advise the Company with respect to this Note,
      and
      represent the Company in connection with its issuance of this Note.

     

    [BALANCE
      OF PAGE LEFT BLANK INTENTIONALLY]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be duly executed by its
      authorized officer as of the date first indicated above.

     

    BEDMINSTER
      NATIONAL CORP.

     

    By:                                            

     

    Name:
      Paul Patrizio

    Title:
      Chief Executive Officer

     

    DUTCHESS
      PRIVATE EQUITIES FUND, LTD.

     

    By:                                                      

     

    Name:
      Douglas H. Leighton

    Title:
      Director

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      NY 10004

    RE:
      Issuance of Common Stock

     

    To
      Whom
      It May Concern:

     

    Please
      use this letter as authorization to have the attached request for the issuance
      of shares to be sold pursuant to paragraph Rule 144 of the Securities Act,
      to
      Dutchess Private Equities Fund, Ltd which acquired the fully paid,
      non-assessable securities.

     

    The
      Company does hereby instruct Continental Stock Transfer to rely on the opinion
      for resale of shares from Trombly Business Law or Gersten Savage,
      LLP.

     

    The
      Company represents that Dutchess is not recognized as an affiliate of the
      company. Regards,

     

    Paul
      Patrizio

    Chief
      Executive Officer 

    Bedminster
      National Crop.