Hybrid Coating Technologies Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

SECURITIES PURCHASE
AGREEMENT 

SECURITIES PURCHASE AGREEMENT (this "Agreement,"
“Purchase Agreement,” or “Securities
Purchase Agreement” ), dated as of _____ , 2014, by and
among Hybrid Coating Technologies Inc., a Nevada corporation, ("Company"
), and ___________ (including its successors and assigns, the “Buyer”
) (individually the “Party” and collectively the “Parties” ).


WHEREAS:

           
A.        The Company and the Buyer are
executing and delivering this Agreement in reliance upon the exemption from the
securities registration afforded under Regulation D ("Regulation D") as
promulgated by the United States Securities and Exchange Commission (the
“Commission” or the "SEC") under the Securities Act of 1933, as amended (the
"1933 Act"); 

            B.       
Buyer desires to purchase and the Company desires to issue and sell in a private
offering, upon the terms and conditions set forth in this Agreement, a 10%
convertible debenture of the Company, (each individually “Debenture” and
collectively “Debentures”) . The aggregate Subscription Amount of this offering
of the Debentures to the Buyer shall be __________ U.S. Dollars (U.S. $_______ )
(the or “Subscription Amount”) (collectively, the “Offering”);

            
C.        The outstanding principal amount of
a Debenture may be converted at the sole option of the Buyer, at any time
commencing at the earlier occurrence of: (a) 12 (twelve) months after the date
of Closing (as defined below) or (b) once the average closing price for any one
5 (five) consecutive trading day period exceeds $0.60. In any event the
Debenture may be converted no later than 24 (twenty -four) months from the date
of issuance (“Maturity Date”) into ___________ (_________ ) units of the Company
(“Unit” or “Units”), at a price per Unit equal to the Conversion Price (as
defined in the Debenture) . Each Unit shall be comprised of the following: (i) 1
(one) share of the Company’s Common Stock (“Share” or “Shares”); and (ii) 1
(one) stock purchase warrant to purchase one share of Common Stock of the
Company. Each stock purchase warrant (“Warrant” and collectively “Warrants”) is
exercisable at an exercise price per share equal to the Conversion Price (as
defined in the Debenture), at any time after issuance and shall expire 3 (three)
years from the date of issuance (“Warrant Maturity Date”). 

            
D.        The terms of the Debentures,
including the terms on which the Debentures may be converted into Common Stock,
are set forth in the Debenture, in the form attached hereto as Exhibit
A; 

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E.        The terms of the Warrant, including
the terms on which the Warrant may be exercised, are set forth in the Warrant,
in the form attached hereto as Exhibit B; 

       NOW THEREFORE
, the Company and the Buyer hereby agree as follows: 

      
1.        PURCHASE
AND SALE OF DEBENTURES. 

           
(a) Certain Definitions. The Company and the Buyer mutually
agree to the terms of each of the Transaction Documents. For purposes hereof:


            “1934
Act” shall mean the Securities Exchange Act of 1934. 

            "Business
Day" shall mean any day other than a Saturday, Sunday or a day on which
commercial banks in the State of Nevada are authorized or required by law or
executive order to remain closed. 

            “Common
Stock” shall have the meaning set forth in Recital “C” above.

            
“Common Stock Equivalents” means any securities of the
Company which would entitle the Buyer thereof to acquire, directly or
indirectly, at any time Common Stock, including without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles
the Buyer thereof to receive, Common Stock. 

            “Conversion
Shares” shall have the meaning set forth in Section 3(a) below. 

            “Closing”
shall occur around March 1, 2015, but in any event no later than March
31, 2015. 

            
“Person” shall mean an individual, a limited liability company, a
partnership, a joint venture, an exempted company, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof. 

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“Purchase Price” shall have the meaning set forth in Section
1(b)(iii) below. 

           
“Securities” shall have the meaning set forth in Section 3(a)
below. 

            
“Transaction Documents” shall mean this
Securities Purchase Agreement, the Debenture, the Warrants and any other
agreements, if any, delivered together with this Agreement or in connection
herewith. 

            “Underlying
Shares” or “Shares ” means the shares of Common Stock issuable
upon conversion or redemption of the Debentures, upon the exercise of the
Warrants and issuable in lieu of the cash payment of interest on the Debentures
in accordance with their terms. 

            
(b) Purchase of Debentures. Upon the signing of this
Agreement, the Company shall sell to the Buyer and the Buyer agrees to purchase
from the Company Debentures in the aggregate principal amount equal to the
Subscription Amount. The Buyer acknowledges that the Company shall immediately
have the right to make full use of the Subscription Amount and that the delivery
of the Debentures by the Company to Buyer shall occur at Closing. 

                  
         (i)   Form of
Debenture. The . A Debenture shall be in the form attached hereto as
Exhibit

                    
       (ii)  Form of Warrant. The Warrant .
B shall be in the form attached hereto as Exhibit 

                  
         (iii) Form of Payment. The
aggregate purchase price for the Debentures shall be equal to the Subscription
Amount (“Purchase Price”). The Purchase Price shall be deposited in the
Company’s Account pursuant to Section 1(c) below). 

            
(c) Closing Deliveries. The
Closing deliveries required
hereunder and in Sections 4 and 5 below, shall be
made as follows:

(i) On the Closing Date, the Company
will deliver or cause to be delivered to the Buyer (the “Company
Documents” ):

     (A) this Securities Purchase Agreement
duly executed by the Company, 

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     (B) duly
executed Debentures with a principal amount equal to the Subscription Amount
issued in the name of the Buyer, 

     (ii) On the
Closing Date, the Buyer shall deliver or cause to be delivered to the Company
the following (the “Buyer Documents” ): 

     (A) this
Securities Purchase Agreement duly executed by the Buyer, 

     (B) the
Buyer’s Subscription Amount by certified check or wire transfer in accordance
with Sub-section 

           
(c) below. 

     (C) The Buyer
shall wire the Subscription Amount to the following: 

      
2.        AGREEMENT
OF THE BUYER

2.1              
The Buyer is an "accredited investor" as defined in Regulation D of the 1933 Act
The Buyer affirms that he is an “Accredited Investor,” as that term is defined
in Regulation D promulgated under the Act. The Buyer has reviewed and completed
the Accredited Investor Questionnaire contained in Exhibit C
(including checking the applicable box in Section 2 thereof) to this
Agreement and hereby represents and warrants that the Buyer understands the
definition of Accredited Investor set forth therein. 

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2.2              
The Buyer acknowledges that the Shares are "restricted securities" within the
meaning of the Securities Act and will be issued to the Buyer in accordance with
Regulation D of the Securities Act. 

2.3              
The Buyer acknowledges that the Shares are "restricted securities" within the
meaning of the Securities Act and will be issued to the Buyer in accordance with
Regulation D of the Securities Act. 

2.4              
The Buyer agrees not to engage in hedging transactions with regard to the Shares
unless in compliance with the Securities Act. 

2.5              
The Buyer and the Company agree that if applicable, the Company will refuse to
register any transfer of the Shares not made in accordance with the provisions
of the Securities Act, pursuant to registration under the Securities Act,
pursuant to an available exemption from registration, or pursuant to this
Agreement. 

2.6              
The Buyer agrees to resell the Underlying Shares only in accordance with the
provisions of the Securities Act, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration pursuant to the
Securities Act. 

2.7              
The Buyer acknowledges and agrees that all certificates representing the
Underlying Shares will be endorsed with the following legend in accordance with
Regulation D of the Securities Act: 


  
                “THE
      SECURITIES REPRESENTED BY THIS
        CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED, OR APPLICABLE STATE
            SECURITIES LAWS. THE SECURITIES MAY
                NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT FOR THE SECURITIES UNDER
                  SAID ACT, OR AN OPINION OF COUNSEL, IN
                        FORM, SUBSTANCE AND SCOPE
                        REASONABLY SATISFACTORY TO COUNSEL TO
                            THE COMPANY, THAT REGISTRATION IS NOT
                              REQUIRED UNDER SAID ACT OR UNLESS SOLD
                                PURSUANT TO RULE 144 UNDER SAID ACT.” 

  



      
3.        BUYER’S
REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to
the Company that: 5 




            (a)
As of the date hereof, the Buyer is purchasing the Debenture and the shares
of Common Stock issuable upon conversion of the Debenture or otherwise pursuant
to the Debenture and the other Transaction Documents (such shares of Common
Stock being collectively Shares ") referred to herein as the
“Conversion and the Warrants issuable upon conversion of the
Debenture and the shares of Common Stock issuable upon exercise of the Warrants
(the "Warrant Shares" and, collectively with the Debenture,
Warrants and Conversion Shares, the "Securities" ) for its own
account.

            (b)
The Buyer understands that the Securities are being offered and sold to
it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of the Buyer to acquire the Securities. 

            (c)
The purchase of the Shares involves a high degree of risk and the Buyer
acknowledges that the Buyer can bear the complete economic risk of the purchase
of the Shares, including the total loss of the investment represented hereby.


            (d)
The Shares are being acquired solely for the Buyer’s own account, for investment
and not with a view to or for the sale, distribution, subdivision or
fractionalization thereof, and the Buyer has no plans to enter into, and has not
entered into, any contract, undertaking, agreement or arrangement to such end.


            (e)
The Buyer, if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and hold the
Shares, such entity has its principal place of business as set forth on the
signature page and such entity has not been formed for the specific purpose of
acquiring the Shares. 

            (f)
The Buyer and its advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by
the Buyer or its advisors. The Buyer and its advisors, if any, have been
afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigation conducted by Buyer or any of its
advisors or representatives shall modify, amend or affect Buyer's right to rely
on the Company's representations and warranties contained in Section 4 below.
The Buyer understands that its investment in the Securities involves a
significant degree of risk. 

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(g) The Buyer resides at the following address:

            (h)
Buyer has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the investment in the
Securities. 

            (i)
The Buyer has independently evaluated the merits of its decision to purchase the
Securities pursuant to the Transaction Documents, and the Buyer confirms that it
has not relied on the advice of the Company and/or its legal counsel,
consultants or representatives in making such decision.

      
4.       
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Buyer as follows: 

            (a)
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation. The Company has the
power and the authority to own and operate its assets and carry on the Business
as is now being conducted. 

            (b)
The authorized capital of the Company consists of 75,000,000 shares of
common stock, with a par value of $0.001 per share. There are currently
21,529,594 shares of common stock issued and outstanding. 

            (c)
The Company has all requisite corporate power and authority to execute and
deliver this Agreement and all other agreements to be entered into in connection
with the transactions contemplated herein and to which it is a party, and to
perform its obligations hereunder and thereunder.

            (d)
The representations and warranties of the Company contained in this
Agreement, shall be true and correct in all material respects as of the date
when made and as of the Closing date, as though made at such time (except for
representations and warranties that speak as of a specific date, which
representations and warranties shall be true and correct as of such date) and
the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date.

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(e) Upon issuance of any Underlying Shares upon conversion of
the Debenture, and in accordance with its terms, upon any subsequent exercise of
the Warrants and receipt of the exercise price therefor, the Conversion Shares,
the Warrant Shares along with any other shares issued pursuant to the terms of
the Transaction Documents, will be validly issued, fully paid and
non-assessable, and free from all taxes, liens, claims and encumbrances and
shall not be subject to preemptive rights or other similar rights of
stockholders of the Company and will not impose personal liability upon the
Buyer thereof.

            (f)
To the best knowledge of the Company, there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the best
knowledge of the Company, threatened against or affecting the Company, or their
officers or directors in their capacity as such. The Company is unaware of any
facts or circumstances which might give rise to any of the foregoing. 

            (g)
Neither the Company, nor any of its Affiliates, nor any Person acting on its
or their behalf, has directly or indirectly made any offers or sales of any
securities or solicited any offers to buy any securities under circumstances
that would require registration under the 1933 Act of the issuance of the
Securities to the Buyer.

            (h)
The Company has taken no action which would give rise to any claim by any
person for brokerage commissions, finder's fees or similar payments relating to
this Agreement or the transactions contemplated hereby. The Company shall
indemnify and hold harmless the Buyer, its employees, officers, directors,
agents, and partners, and their respective Affiliates, from and against all
claims, losses, damages, costs (including the costs of preparation and
attorney's fees) and expenses suffered in respect of any such claimed or
existing fees. 

      
5.        CONDITIONS
TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company
hereunder to issue and sell the Debentures to the Buyer at the Closing is
subject to the satisfaction of each of the following conditions thereto,
provided that these conditions are for the Company's sole benefit and may be
waived by the Company at any time in its sole discretion: 

            (a)
The Buyer shall have executed the Transaction Documents requiring Buyer’s
signature, and delivered the same to the Buyer. 

           
(b) The Buyer shall have delivered the applicable Purchase Price in accordance
with Section 1(b) and 1 (c ) above. 

            (c)
The representations and warranties of the Buyer shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a
specific date, which representations and warranties shall be true and correct as
of such date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer at or prior to the Closing Date. 

8 




            (d)
No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
herein which prohibits the consummation of any of the transactions contemplated
by this Agreement. 

      
6.        CONDITIONS
TO BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer
hereunder to purchase the Debenture at Closing is subject to the satisfaction,
of the following conditions:

           
(a) The Company shall have executed this Agreement and delivered the same to the
Buyer. 

            (b)
No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
herein which prohibits the consummation of any of the transactions contemplated
by this Agreement. 

            (c)
The Company shall have received funds from the Buyer representing the Purchase
Price in an amount equal to the Subscription Amount. 

      
7.        GOVERNING
LAW; MISCELLANEOUS. 

           
(a) Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Nevada and shall be
enforceable exclusively in the courts thereof.

            (b)
Counterparts; Signatures By Facsimile.
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each Party and delivered to the other Party.
This Agreement, once executed by a Party, may be delivered to the other Party
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the Party so delivering this Agreement. 

9 




            (c)
Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement. 

            (d)
Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction. 

            (e)
Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of the Parties
with respect to the matters covered herein and therein and supersede all
previous communication, representation, or Agreements whether oral or written,
between the parties with respect to the matters covered herein. Except as
specifically set forth herein or therein, neither the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters. The Agreement may only be modified in writing by both Parties. The
Parties waive the right to rely on any oral representations made by the other
Party, whether in the past or in the future, regarding the subject matter of the
Agreement, the instruments referenced herein or any other dealings between the
Parties related to investments or potential investments into the Company or any
securities transactions or potential securities transactions with the Company.


            (f)
Notices. Any notices required or
permitted to be given under the terms of this
Agreement shall be sent by certified or
registered mail (return receipt
requested) or delivered personally or
by courier (including a recognized
overnight delivery service) or by
facsimile and shall be effective five (5) days after
being placed in the mail, if mailed by regular United States mail,
or upon receipt, if delivered
personally or by courier (including a
recognized overnight delivery
service) or by facsimile, in each case
addressed to a party. The addresses for such
communications shall be: 

If to the Company, to: 

Attn: 

________________________________________

________________________________________

________________________________________

________________________________________ 


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If to the Buyer:

ATTN:

________________________________________

________________________________________

________________________________________

________________________________________ 


Each Party shall provide notice to the other Party of any
change in address. 

            (g)
Successors And Assigns. This Agreement shall be binding
upon and inure to the benefit of the Parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other.
Notwithstanding the foregoing and subject to Section 2(e), Buyer may assign its
rights hereunder to any person that purchases Securities in a private
transaction from the Buyer or to any of its "Affiliates," as that term is
defined under the 1934 Act, without the consent of the Company. 

            (h)
Third Party Beneficiaries. This Agreement is intended for the benefit
of the Parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person. 

           
The undersigned acknowledges that this Agreement and the subscription
represented hereby shall not be effective unless accepted by the Company as
indicated below. 

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer does represent and
certify under penalty of perjury that the foregoing statements are true and
correct and that the Buyer by the following signature executed this Agreement.


Dated this _______ day of _________ ,2014. 

	 	 	 
	Your Signature 	 	
	 	 	PRINT EXACT NAME IN WHICH YOU WANT 
	 	 	THE SECURITIES TO BE REGISTERED



Buyer’s Subscription Amount: US$_______________ 

Principal Amount of Debentures Subscribed for: US$____________

(Subscription Amount) 

Buyer’s Entity Type and Residency:

	___________________________________________	       DELIVERY
      INSTRUCTIONS: 
	Name: Please Print 	Please type or print address where your
      security is to be delivered 
	 	 
	  	       ATTN.:
      ___________________________________________ 
	___________________________________________	  
	Title/Representative Capacity (if applicable) 	  
	 	 
	___________________________________________	     
      _______________________________________________________ 
	Name of Company You Represent (if applicable) 	       Street Address

	 	 
	___________________________________________	      
      _______________________________________________________ 
	Place of Execution of this Agreement 	       City,
      State or Province, Country, Offshore Postal Code 


_________________________________________________________
Phone
Number (For Federal Express) and Fax Number (re: Notice) 

12 




THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF

$____________ USD (“SUBSCRIPTION AMOUNT”) ON THIS ________ DAY OF _____,
2014

 

By:____________________ 
Print Name
:_____________
Title: __________________ 


13 




EXHIBIT A 

14 




EXHIBIT B 

15 




EXHIBIT C 

ACCREDITED INVESTOR
QUESTIONNAIRE 
Please Print or Type

SECTION 1 - GENERAL INFORMATION



	Name: 	 


Name of Additional Purchaser (i.e.
spouse, joint tenant, or tenant-in-common): ___________ 

_______________________________________________________________________


Home Address (Principal Residence):
___________________________________________ 

________________________________________________________________________


Home Telephone: (___) 

Social Security Number: 

Or Taxpayer Identification Number: 

	Occupation: 	 


Employer: 

Business Address:  
_________________________________________________________ 

_________________________________________________________________________


Business Telephone: (___) 


	Send Mail to: 	Home: ____________ 	Business________________
  



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	(i) 	Please indicate your state of principal residence:
      ____________________________ 
	  	Do you have any intention of changing your present
      state of residence in the near future? 
	(ii) 	Yes ____  No ____
	  	If "Yes", please explain:
      ____________________________________________________ 
	(iii) 	 ______________________________________________________________________



17 




SECTION 2 - ACCREDITED
INVESTOR STATUS


	 ____	
      The undersigned hereby acknowledges that the
      representations contained in this Section 2 are made for the purpose of
      qualifying me as an “accredited investor” as that term is defined in
      Regulation D promulgated under the Act. I hereby acknowledge that a false
      representation may constitute a violation of law and that any person,
      including the Company, who suffers damage as a result of a false
      representation may have a claim against me for damages. PLEASE INITIAL
      THE APPROPRIATE STATEMENT(S): 

	 ____	
      To be a qualified investor in the Company’s offering, you
      must check one of the following alternatives: 

	 ____	
      ALTERNATIVE ONE: Any individual person whose
      individual net worth, or joint net worth with that person’s spouse, at the
      time of his purchase exceeds $1,000,000.00(US). For this purpose, “net
      worth” refers to the fair market value of all of the person’s assets,
      including his home, less all of his liabilities; 

	 ____	
      ALTERNATIVE TWO: Any individual person who had an
      individual income in excess of $200,000.00(US) in each of the two most
      recent years or joint income with that person’s spouse in excess of
      $300,000.00(US) in each of those years and has a reasonable expectation of
      reaching the same income level in the current year; 

	 ____	
      ALTERNATIVE THREE: Any director, executive officer
      or general partner of the Company; 

	 ____	
      ALTERNATIVE FOUR: Any bank as defined in Section
      3(a)(2) of the Act, or any savings and loan association or other
      institution as defined in Section 3(a)(5)(A) of the Act whether acting in
      its individual or fiduciary capacity; any broker or dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934; any
      insurance company as defined in Section 2(13) of the Act; any investment
      company registered under the Investment Company Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act; any Small
      Business Investment company licensed by the U.S. Investment Act of 1958;
      any plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions, for the benefits of its employees if such plan has total
      assets in excess of $5,000,000.00(US); any employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of 1974 if the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000.00(US) or, a
      self-directed plan, with investment decisions made solely by persons that
      are accredited investors; 

	 ____	
      ALTERNATIVE FIVE: Any organization described in
      Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
      or similar business trust, or partnership, not formed for the specific
      purpose of acquiring the securities offered, with total assets in excess
      of $5,000.00(US); 




18 






	 ____	
      ALTERNATIVE SIX: Any trust, with total assets in
      excess of $5,000,000.00(US) not formed for the specific purpose of
      acquiring the securities offered, whose purchase is directed by a
      supplicated person as described in Rule 506(b)(2)(ii) of Regulation D;
    

	 ____	
      ALTERNATIVE SEVEN: Any private business
      development company as defined in Section 202(a)(22) of the Investment
      Advisers Act of 1940; or 

	 ____	
      ALTERNATIVE EIGHT: Any entity in which all of the
      equity owners are accredited investors under any of the foregoing
      Alternatives. 




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