rim_8k-ex1003.htm


    EXHIBIT
      10.3

     

     

    FUNDS
      ESCROW AGREEMENT

     

     

               This
      Agreement is dated as of the 5th day of December, 2007 among Rim
      Semiconductor Company, a Utah corporation (the “Company”), the Subscribers
      identified on Schedule A hereto (each a “Subscriber” and collectively
“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow
      Agent”):

     

    W I T N E S S E T H:

     

               WHEREAS,
      the Company and Subscribers have entered into a Subscription Agreement calling
      for the sale by the Company to the Subscriber of secured promissory notes
      (“Notes”) and Warrants for an aggregate Purchase Price of up to $6,000,000 in
      the amounts set forth on Schedule A hereto; and

     

               WHEREAS,
      the parties hereto require the Company to deliver the Notes and Warrants against
      payment therefor, with such Notes, Warrants and the Escrowed Funds to be
      delivered to the Escrow Agent, along with the other documents, instruments
      and
      payments hereinafter described, to be held in escrow and released by the Escrow
      Agent in accordance with the terms and conditions of this Agreement;
      and

     

               WHEREAS,
      the Escrow Agent is willing to serve as escrow agent pursuant to the terms
      and
      conditions of this Agreement;

     

               NOW
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I

     

    INTERPRETATION

     

               1.1.           Definitions.  Capitalized
      terms used and not otherwise defined herein that are defined in the Subscription
      Agreement shall have the meanings given to such terms in the Subscription
      Agreement.  Whenever used in this Agreement, the following terms shall
      have the following respective meanings:

     

    §           “Agreement”
      means this Agreement and all amendments made hereto and thereto by written
      agreement between the parties;

     

    §           “Closing
      Date” shall have the meaning set forth in Section 1 of the Subscription
      Agreement;

     

    §           “Collateral
      Agent Agreement” shall have the meaning set forth in Section 3 of the
      Subscription Agreement;

     

    §           “Escrowed
      Payment” means an aggregate cash payment of up to $6,000,000 which is the
      Purchase Price;

     

    §           “Finder”
      shall have the meaning set forth in Section 8(a) of the Subscription
      Agreement;

     

    §           “Finder’s
      Fees” shall have the meaning set forth in Section 8(a) of the Subscription
      Agreement;


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    §           “Finder’s
      Warrants” shall have the meaning set forth in Section 8(a) to the Subscription
      Agreement;

     

    §           “Guaranty”
      shall have the meaning set forth in Section 3 of the Subscription
      Agreement;

     

    §           “Legal
      Fees” shall have the meaning set forth in Section 8(b) of the Subscription
      Agreement;

     

    §           “Legal
      Opinion” means the original signed legal opinion referred to in Section 6 of the
      Subscription Agreement;

     

    §           “Notes”
      shall have the meaning set forth in the Subscription Agreement;

     

    §           “Principal
      Amount” shall mean up to $6,666,666.67;

     

    §           “Purchase
      Price” shall mean up to $6,000,000;

     

    §           “Security
      Agreement” shall have the meaning set forth in Section 3 of the Subscription
      Agreement;

     

    §           “Subscription
      Agreement” means the Subscription Agreement (and the exhibits and schedules
      thereto) entered into or to be entered into by the Company and Subscribers
      in
      reference to the sale and purchase of the Notes and Warrants;

     

    §           “Warrants”
      shall have the meaning set forth in Section 3 of the Subscription
      Agreement;

     

    §           Collectively, Finder’s
      Fee, Finder’s Warrants, Collateral Agent Agreement, Guaranty, Legal Opinion,
      Notes, Security Agreement, the executed Subscription Agreement, and
      Warrants are referred to as “Company Documents”; and

     

    §           Collectively,
      the Escrowed Payment and the Subscriber executed Subscription Agreement,
      Security Agreement and Collateral Agent Agreement are referred to as
“Subscriber Documents”.

     

               1.2.           Entire
      Agreement.  This Agreement along with the Company Documents and
      the Subscriber Documents constitute the entire agreement between the parties
      hereto pertaining to the Company Documents and Subscriber Documents and
      supersedes all prior agreements, understandings, negotiations and discussions,
      whether oral or written, of the parties.  There are
      no warranties, representations and other agreements made by the parties in
      connection with the subject matter hereof except as specifically set forth
      in
      this Agreement, the Company Documents and the Subscriber Documents.

     

               1.3.           Extended
      Meanings.  In this Agreement words importing the singular number
      include the plural and vice versa; words importing the masculine gender include
      the feminine and neuter genders.  The word “person” includes an
      individual, body corporate, partnership, trustee or trust or unincorporated
      association, executor, administrator or legal representative.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

               1.4.           Waivers
      and Amendments.  This Agreement may be amended, modified,
      superseded, cancelled, renewed or extended, and the terms and conditions hereof
      may be waived, only by a written instrument signed by all parties, or, in the
      case of a waiver, by the party waiving compliance.  Except as
      expressly stated herein, no delay on the part of any party in exercising any
      right, power or privilege hereunder shall operate as a waiver thereof,
      nor shall any waiver on the part of any party of any right, power or
      privilege hereunder preclude any other or future exercise of any other right,
      power or privilege hereunder.

     

               1.5.           Headings.  The
      division of this Agreement into articles, sections, subsections and paragraphs
      and the insertion of headings are for convenience of reference only and shall
      not affect the construction or interpretation of this Agreement.

     

               1.6.           Law
      Governing this Agreement.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York without regard
      to
      conflicts of laws principles that would result in the application of the
      substantive laws of another jurisdiction.  Any action brought by
      either party against the other concerning the transactions contemplated by
      this
      Agreement shall be brought only in the state courts of New York or in the
      federal courts located in the state of New York.  Both parties and the
      individuals executing this Agreement and other agreements on behalf of the
      Company agree to submit to the jurisdiction of such courts and waive trial
      by
      jury.  The prevailing party (which shall be the party which receives
      an award most closely resembling the remedy or action sought) shall be entitled
      to recover from the other party its reasonable attorney’s fees and
      costs.  In the event that any provision of this Agreement or any other
      agreement delivered in connection herewith is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

     

               1.7.           Specific
      Enforcement, Consent to Jurisdiction.  The Company and Subscriber
      acknowledge and agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached.  It is accordingly agreed
      that the parties shall be entitled to an injuction or injunctions to prevent
      or
      cure breaches of the provisions of this Agreement and to enforce specifically
      the terms and provisions hereof or thereof, this being in addition to any other
      remedy to which any of them may be entitled by law or equity.  Subject
      to Section 1.6 hereof, each of the Company and Subscriber hereby waives, and
      agrees not to assert in any such suit, action or proceeding, any claim that
      it
      is not personally subject to the jurisdiction of such court, that the suit,
      action or proceeding is brought in an inconvenient forum or that the venue
      of
      the suit, action or proceeding is improper.  Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law.

     

    ARTICLE
      II

     

    DELIVERIES
      TO THE ESCROW AGENT

     

            2.1.           Company
      Deliveries.  On or before the Closing Date, the Company shall
      deliver the Company Documents to the Escrow Agent.

     

    2.2.           Subscriber
      Deliveries.  On or before the Closing Date, each Subscriber shall
      deliver to the Escrow Agent such Subscriber’s portion of the Purchase Price, the
      executed Subscription Agreement, Security Agreement and Collateral Agent
      Agreement.  The Escrowed Payment will be delivered pursuant to the
      following wire transfer instructions:


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    Citibank,
      N.A.

    1155
      6th
      Avenue

    New
      York,
      NY 10036, USA

    ABA
      Number: 0210-00089

    For
      Credit to: Grushko & Mittman, IOLA Trust Account

    Account
      Number: 45208884

     

               2.3.           Intention
      to Create Escrow Over Company Documents and Subscriber
      Documents.  The Subscriber and Company intend that the Company
      Documents and Subscriber Documents shall be held in escrow by the Escrow Agent
      pursuant to this Agreement for their benefit as set forth herein.

     

               2.4.           Escrow
      Agent to Deliver Company Documents and Subscriber Documents.  The
      Escrow Agent shall hold and release the Company Documents and Subscriber
      Documents only in accordance with the terms and conditions of this
      Agreement.

     

    ARTICLE
      III

     

    RELEASE
      OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS

     

               3.1.           Release
      of Escrow.  Subject to the provisions of Section 4.2, the Escrow
      Agent shall release the Company Documents and Subscriber Documents as
      follows:

     

                          (a)           On
      the Closing Date, the Escrow Agent will simultaneously release the Company
      Documents to the Subscriber and release the Subscriber Documents to the Company
      except that (i) the Finder’s Fee and Finder’s Warrants will be released to the
      Finder; (ii) Legal Fees will be released to the Subscriber’s attorneys, and
      (iii) the Security Agreement, Guaranty and Collateral Agent Agreement will
      also
      be released to the Collateral Agent.

     

                          (b)           All
      funds to be delivered to the Company shall be delivered pursuant to the wire
      instructions to be provided in writing by the Company to the Escrow
      Agent.

     

    (c)           Notwithstanding
      the above, upon receipt by the Escrow Agent of joint written instructions
      (“Joint Instructions”) signed by the Company and the Subscriber, it shall
      deliver the Company Documents and Subscriber Documents in accordance with the
      terms of the Joint Instructions.

     

                          (d)           Notwithstanding
      the above, upon receipt by the Escrow Agent of a final and non-appealable
      judgment, order, decree or award of a court of competent jurisdiction (a “Court
      Order”), the Escrow Agent shall deliver the Company Documents and Subscriber
      Documents in accordance with the Court Order.  Any Court Order shall
      be accompanied by an opinion of counsel for the party presenting the Court
      Order
      to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent)
      to
      the effect that the court issuing the Court Order has competent jurisdiction
      and
      that the Court Order is final and non-appealable.

     

               3.2.           Acknowledgement
      of Company and Subscriber; Disputes.  The Company and the
      Subscriber acknowledge that the only terms and conditions upon which the Company
      Documents and Subscriber Documents are to be released are set forth in Sections
      3 and 4 of this Agreement.  The Company and the Subscriber reaffirm
      their agreement to abide by the terms and conditions of this Agreement with
      respect to the release of the Company Documents and Subscriber
      Documents.  Any dispute with respect to the release of the Company
      Documents and Subscriber Documents shall be resolved pursuant to Section 4.2
      or
      by agreement between the Company and Subscriber.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    CONCERNING
      THE ESCROW AGENT

     

               4.1.           Duties
      and Responsibilities of the Escrow Agent.  The Escrow Agent’s
      duties and responsibilities shall be subject to the following terms and
      conditions:

     

                          (a)           The
      Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall
      not
      be responsible for or bound by, and shall not be required to inquire into
      whether either the Subscriber or Company is entitled to receipt of the Company
      Documents and Subscriber Documents pursuant to, any other agreement or
      otherwise; (ii) shall be obligated only for the performance of such duties
      as
      are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii)
      may rely on and shall be protected in acting or refraining from acting upon
      any
      written notice, instruction, instrument, statement, request or document
      furnished to it hereunder and believed by the Escrow Agent in good faith to
      be
      genuine and to have been signed or presented by the proper person or party,
      without being required to determine the authenticity or correctness of any
      fact
      stated therein or the propriety or validity or the service thereof; (iv) may
      assume that any person believed by the Escrow Agent in good faith to be
      authorized to give notice or make any statement or execute any document in
      connection with the provisions hereof is so authorized; (v) shall not be under
      any duty to give the property held by Escrow Agent hereunder any greater degree
      of care than Escrow Agent gives its own similar property; and (vi) may consult
      counsel satisfactory to Escrow Agent, the opinion of such counsel to be full
      and
      complete authorization and protection in respect of any action taken, suffered
      or omitted by Escrow Agent hereunder in good faith and in accordance with the
      opinion of such counsel.

     

    (b)           The
      Subscriber and Company acknowledge that the Escrow Agent is acting solely as
      a
      stakeholder at their request and that the Escrow Agent shall not be liable
      for
      any action taken by Escrow Agent in good faith and believed by Escrow Agent
      to
      be authorized or within the rights or powers conferred upon Escrow Agent by
      this
      Agreement.  The Subscriber and Company, jointly and severally, agree
      to indemnify and hold harmless the Escrow Agent and any of Escrow Agent’s
      partners, employees, agents and representatives for any action taken or omitted
      to be taken by Escrow Agent or any of them hereunder, including the fees of
      outside counsel and other costs and expenses of defending itself against any
      claim or liability under this Agreement, except in the case of gross negligence
      or willful misconduct on Escrow Agent’s part committed in its capacity as Escrow
      Agent under this Agreement.  The Escrow Agent shall owe a duty only to
      the Subscriber and Company under this Agreement and to no other
      person.

     

                          (c)           The
      Subscriber and Company jointly and severally agree to reimburse the Escrow
      Agent
      for outside counsel fees, to the extent authorized hereunder and incurred in
      connection with the performance of its duties and responsibilities
      hereunder.

     

                          (d)           The
      Escrow Agent may at any time resign as Escrow Agent hereunder by giving five
      (5)
      days prior written notice of resignation to the Subscriber and the
      Company.  Prior to the effective date of the resignation as specified
      in such notice, the Subscriber and Company will issue to the Escrow Agent a
      Joint Instruction authorizing delivery of the Company Documents and Subscriber
      Documents to a substitute Escrow Agent selected by the Subscriber and
      Company.  If no successor Escrow Agent is named by the Subscriber and
      Company, the Escrow Agent may apply to a court of competent jurisdiction in
      the
      State of New York for appointment of a successor Escrow Agent, and to deposit
      the Company Documents and Subscriber Documents with the clerk of any such
      court.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

                          (e)           The
      Escrow Agent does not have and will not have any interest in the Company
      Documents and Subscriber Documents, but is serving only as escrow agent, having
      only possession thereof.  The Escrow Agent shall not be liable for any
      loss resulting from the making or retention of any investment in accordance
      with
      this Escrow Agreement.

     

                          (f)           This
      Agreement sets forth exclusively the duties of the Escrow Agent with respect
      to
      any and all matters pertinent thereto and no implied duties or obligations
      shall
      be read into this Agreement.

     

                          (g)           The
      Escrow Agent shall be permitted to act as counsel for the Subscriber in any
      dispute as to the disposition of the Company Documents and Subscriber Documents,
      in any other dispute between the Subscriber and Company, whether or not the
      Escrow Agent is then holding the Company Documents and Subscriber Documents
      and
      continues to act as the Escrow Agent hereunder.

     

                          (h)           The
      provisions of this Section 4.1 shall survive the resignation of the Escrow
      Agent
      or the termination of this Agreement.

     

               4.2.           Dispute
      Resolution: Judgments.  Resolution of disputes arising under this
      Agreement shall be subject to the following terms and conditions:

     

                          (a)           If
      any dispute shall arise with respect to the delivery, ownership, right of
      possession or disposition of the Company Documents and Subscriber Documents,
      or
      if the Escrow Agent shall in good faith be uncertain as to its duties or rights
      hereunder, the Escrow Agent shall be authorized, without liability to anyone,
      to
      (i) refrain from taking any action other than to continue to hold the Company
      Documents and Subscriber Documents pending receipt of a Joint Instruction from
      the Subscriber and Company, or (ii) deposit the Company Documents and Subscriber
      Documents with any court of competent jurisdiction in the State of New York,
      in
      which event the Escrow Agent shall give written notice thereof to the Subscriber
      and the Company and shall thereupon be relieved and discharged from all further
      obligations pursuant to this Agreement.  The Escrow Agent may, but
      shall be under no duty to, institute or defend any legal proceedings which
      relate to the Company Documents and Subscriber Documents.  The Escrow
      Agent shall have the right to retain counsel if it becomes involved in any
      disagreement, dispute or litigation on account of this Agreement or otherwise
      determines that it is necessary to consult counsel.

     

                          (b)           The
      Escrow Agent is hereby expressly authorized to comply with and obey any Court
      Order.  In case the Escrow Agent obeys or complies with a Court Order,
      the Escrow Agent shall not be liable to the Subscriber and Company or to any
      other person, firm, corporation or entity by reason of such
      compliance.

     

    ARTICLE
      V

     

    GENERAL
      MATTERS

     

               5.1.           Termination.  This
      escrow shall terminate upon the release of all of the Company Documents and
      Subscriber Documents or at any time upon the agreement in writing of the
      Subscriber and Company.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

               5.2.           Notices.   All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice.  Any notice or other communication required or
      permitted to be given hereunder shall be deemed effective (a) upon hand delivery
      or delivery by facsimile, with accurate confirmation generated by the
      transmitting facsimile machine, at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur.  The
      addresses for such communications shall be:

     

    (a)           If
      to the Company, to:

    


    Rim
      Semiconductor Company

    305
      NE
      102nd Avenue,
      Suite 350

    Portland,
      Oregon 97220

    Attn:Brad
      Ketch, CEO

    Fax:
      (503) 257-6700

    


    With
      a
      copy, which shall not constitute notice, by telecopier only to:

    


    Lawrence
      B. Mandala, Esq.

    Munck
      Butrus Carter, P.C.

    600
      Banner Place

    12770
      Coit Road

    Dallas,
      TX 75251

    Fax:
      (972) 628-3616


     

    (b)           If
      to the Subscribers, to: the addresses and fax numbers listed on Schedule A
      hereto

    


    (c)           If
      to the Finder, to: the address and fax number listed on Schedule 8 to the
      Subscription Agreement


     

    (d)           If
      to the Escrow Agent, to:

     

    Grushko
      & Mittman, P.C.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      New York 10176

    Fax:
      212-697-3575

     

    or
      to
      such other address as any of them shall give to the others by notice made
      pursuant to this Section 5.2.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

               5.3.           Interest.  The
      Escrowed Payment shall not be held in an interest bearing account nor will
      interest be payable in connection therewith.  In the event the
      Escrowed Payment is deposited in an interest bearing account, each Subscriber
      shall be entitled to receive its pro rata portion of any
      accrued interest thereon, but only if the Escrow Agent receives from such
      Subscriber the Subscriber’s United States taxpayer identification number and
      other requested information and forms.

     

               5.4.           Assignment;
      Binding Agreement.  Neither this Agreement nor any right or
      obligation hereunder shall be assignable by any party without the prior written
      consent of the other parties hereto.  This Agreement shall enure to
      the benefit of and be binding upon the parties hereto and their respective
      legal
      representatives, successors and assigns.

     

               5.5.           Invalidity.  In
      the event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal, or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions contained herein shall not be in any way impaired thereby, it being
      intended that all of the rights and privileges of the parties hereto shall
      be
      enforceable to the fullest extent permitted by law.

     

               5.6.           Counterparts/Execution.  This
      Agreement may be executed in any number of counterparts and by different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument.  This Agreement may be executed by facsimile
      transmission and delivered by facsimile transmission.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    5.7.           Agreement.  Each
      of the undersigned states that he has read the foregoing Funds Escrow Agreement
      and understands and agrees to it.

    
 

    
      	 	 
              
              RIM
                SEMICONDUCTOR COMPANY

              the
                “Company”

              


              


              


              By:_______________________________________

              


              


              Name
                of Subscriber (Print):

              


              _________________________________________

              


              


              By:_______________________________________

              


              Print
                Name of Signator:________________________

              


              


              


              ESCROW
                AGENT:

              


              


              __________________________________________

              GRUSHKO
                & MITTMAN, P.C.

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A TO FUNDS ESCROW AGREEMENT

    


    


    
      SCHEDULE
        A TO FUNDS ESCROW AGREEMENT

      


      


      
        	
                SUBSCRIBERS

              	
                NOTE
                  

                PRINCIPAL

              	
                PURCHASE

                PRICE

              	
                CLASS
                  A 

                WARRANTS

              
	
                BESSIE
                  WEISS FAMILY PARTNERSHIP LP

                11627
                  Telegraph Road, Suite 200

                Santa
                  Fe Springs, CA 90676

                Fax:
                  (562) 861-2332

              	
                $277,777.77

              	
                $250,000.00

              	 
	
                BURSTEINE
                  & LINDSAY SECURITY CORP.

                140
                  Birmensdorfer Ste

                CH
                  8003 Zurich, Switzerland

                Fax:
                  4144 451-0946

              	
                $111,111.11

              	
                $100,000.00

              	 
	
                CMS
                  CAPITAL

                9612
                  Van Nuys Blvd. #108

                Panorama
                  City, CA 91402

                Fax:
                  (818) 907-3372

              	
                $333,333.33

              	
                $300,000.00

              	 
	
                CONGREGATION
                  SHAREI CHAIM

                128
                  Hadassah Lane

                Lakewood,
                  NJ 08701

                Fax:
                  (732) 367-9899

              	
                $194,444.44

              	
                $175,000.00

              	 
	
                BRIO
                  CAPITAL L.P.

                401
                  East 34th
                  Street, Suite 33C

                New
                  York, NY 10016

                Fax:
                  (646) 390-2158

              	
                $166,666.67

              	
                $150,000.00

              	 
	
                JOHN
                  M. FIFE

                303
                  East Wacker Drive #311

                Chicago,
                  IL 60601

                Fax:
                  (312) 819-9701

              	
                $277,777.77

              	
                $250,000.00

              	 
	
                ALPHA
                  CAPITAL ANSTALT

                Pradafant
                  7 Furstentums

                Vaduz,
                  Lichtenstein

                Fax:
                  011 423 232-3196

              	
                $333,333.33

              	
                $300,000.00

              	 
	
                BRISTOL
                  INVESTMENT FUND, LTD.

                c/o
                  Caledonian Fund Services Limited

                69
                  Dr. Roy’s Drive

                George
                  Town, Grand Cayman

                Cayman
                  Islands

                Fax:
                  (310) 696-0334

              	
                $333,333.33

              	
                $300,000.00

              	 
	
                DOUBLE
                  U MASTER FUND, L.P.

                Harbour
                  House,

                Waterfront
                  Drive, Road Town

                Tortola,
                  BVI

                Fax:
                  (284) 494-4771

              	
                $611,111.11

              	
                $550,000.00

                (surrender
                  of bridge note)

              	 
	
                WHALEHAVEN
                  CAPITAL FUND LIMITED

                c/o
                  FWS Capital Ltd.

                3rd
                  Floor, 14 Par-Laville Road

                Hamilton,
                  Bermuda HM08

                Fax:
                  (441) 295-5262

              	
                $333,333.33

              	
                $300,000.00

              	 
	
                HARBORVIEW
                  MASTER FUND LP

                2nd
                  Floor,
                  Harbour House, Waterfront Drive

                Road
                  Town, Tortola, British Virgin Islands

                Fax:
                  284-494-4771

              	
                $277,777.77

              	
                $250,000.00

              	 
	
                MONARCH
                  CAPITAL FUND LTD.

                2nd
                  Floor,
                  Harbour House, Waterfront Drive

                Road
                  Town, Tortola, British Virgin Islands

                Fax:
                  284-494-4771

              	
                $277,777.77

              	
                $250,000.00

              	 
	
                TOTALS

              	
                $3,527,777.73

              	
                $3,175,000.00

              	 


      

      


      


       

    

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