<PAGE>
EXHIBIT 10(g)
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of April 17, 2000, by and among Power Technology Inc., a corporation duly
incorporated and existing under the laws of the State of Nevada (the
"Company"), and the subscriber as named on the signature page hereto
(hereinafter referred to as "Investor").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering") of up to
Thirty-Five Million Dollars ($35,000,000), excluding any funds paid upon
exercise of the Warrants, of Common Stock of the Company pursuant to that
certain Investment Agreement of even date herewith (the "Investment
Agreement") between the Company and the Investor, the Company has agreed to
sell and the Investor has agreed to purchase, from time to time as provided in
the Investment Agreement, shares of the Company's Common Stock for a maximum
aggregate offering amount of Thirty-Five Million Dollars ($35,000,000);
WHEREAS, pursuant to the terms of the Investment Agreement, the
Company has agreed to issue to the Investor the Commitment Warrants and, from
time to time, the Purchase Warrants, each as defined in the Investment
Agreement, to purchase a number of shares of Common Stock, exercisable for
five (5) years from their respective dates of issuance (collectively, the
"Warrants"); and
WHEREAS, pursuant to the terms of the Investment Agreement, the
Company has agreed to provide the Investor with certain registration rights
with respect to the Common Stock to be issued in the Offering and the Common
Stock issuable upon exercise of the Warrants as set forth in this Agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement (including
the Recitals above), the following terms shall have the following meanings
(such meanings to be equally applicable to both singular and plural forms of
the terms defined):
"Additional Registration Statement" shall have the meaning
set forth in Section 3(b).
"Amended Registration Statement" shall have the meaning set
forth in Section 3(b).
1
<PAGE>
"Business Day" shall have the meaning set forth in the
Investment Agreement.
"Closing Bid Price" shall have the meaning set forth in the
Investment Agreement.
"Common Stock" shall mean the common stock, no par value, of
the Company.
"Due Date" shall mean the date that is one hundred twenty
(120) days after the date of this Agreement.
"Effective Date" shall have the meaning set forth in Section
2.4.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, together with the rules and regulations promulgated
thereunder.
"Filing Deadline" shall mean the date that is forty-five
(45) days after the date of this Agreement.
"Investment Agreement" shall have the meaning set forth in
the Recitals hereto.
"Holder" shall mean Investor, and any other person or entity
owning or having the right to acquire Registrable Securities or any permitted
assignee;
"Investor" shall have the meaning set forth in the preamble
to this Agreement.
"Piggyback Registration" and "Piggyback Registration
Statement" shall have the meaning set forth in Section 4.
"Put" shall have the meaning as set forth in the Investment
Agreement.
"Register," "Registered," and "Registration" shall mean and
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act and
pursuant to Rule 415 under the Securities Act or any successor rule, and the
declaration or ordering of effectiveness of such registration statement or
document.
"Registrable Securities" shall have the meaning set forth in
Section 2.1.
"Registration Statement" shall have the meaning set forth in
Section 2.2.
"Rule 144" shall mean Rule 144, as amended, promulgated
under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.
2
<PAGE>
"Supplemental Registration Statement" shall have the meaning
set forth in Section 3(b).
"Warrants" shall have the meaning set forth in the above
Recitals.
"Warrant Shares" shall mean shares of Common Stock issuable
upon exercise of any Warrant.
2. REQUIRED REGISTRATION.
2.1 REGISTRABLE SECURITIES. "Registrable Securities"
shall mean those shares of the Common Stock of the Company together with any
capital stock issued in replacement of, in exchange for or otherwise in
respect of such Common Stock, that are: (i) issuable or issued to the Investor
pursuant to the Investment Agreement, and (ii) issuable or issued upon
exercise of the Warrants; provided, however, that notwithstanding the above,
the following shall not be considered Registrable Securities:
(a) any Common Stock which would otherwise be
deemed to be Registrable Securities, if and to the extent that those shares of
Common Stock may be resold in a public transaction without volume limitations
or other material restrictions without registration under the Securities Act,
including without limitation, pursuant to Rule 144 under the Securities Act;
and
(b) any shares of Common Stock which have been sold
in a private transaction in which the transferor's rights under this Agreement
are not assigned.
2.2 FILING OF INITIAL REGISTRATION STATEMENT. The
Company shall, by the Filing Deadline, file a registration statement
("Registration Statement") on Form SB-2 (or other suitable form, at the
Company's discretion, but subject to the reasonable approval of Investor),
covering the resale of a number of shares of Common Stock as Registrable
Securities equal to at least Twenty Five Million (25,000,000) shares of Common
Stock and shall cover, to the extent allowed by applicable law, such
indeterminate number of additional shares of Common Stock that may be issued
or become issuable as Registrable Securities by the Company pursuant to Rule
416 of the Securities Act. In the event that the Company has not filed the
Registration Statement by the Filing Deadline, then the Company shall pay to
INVESTOR an amount equal to $500, in cash, FOR EACH BUSINESS DAY AFTER THE
FILING DEADLINE until such Registration Statement is filed, payable within ten
(10) BUSINESS DAYS following the end of each calendar month in which such
payments accrue.
2.3 [INTENTIONALLY LEFT BLANK].
2.4 REGISTRATION EFFECTIVE DATE. The Company shall use
its best efforts to have the Registration Statement declared effective by the
SEC (the date of such effectiveness is referred to herein as the "Effective
Date") by the Due Date.
3
<PAGE>
2.5 [INTENTIONALLY LEFT BLANK].
2.6 [INTENTIONALLY LEFT BLANK].
2.7 SHELF REGISTRATION. The Registration Statement
shall be prepared as a "shelf" registration statement under Rule 415, and
shall be maintained effective until all Registrable Securities are resold
pursuant to the Registration Statement.
2.8 SUPPLEMENTAL REGISTRATION STATEMENT. Anytime the
Registration Statement does not cover a sufficient number of shares of Common
Stock to cover all outstanding Registrable Securities, the Company shall
promptly prepare and file with the SEC such Supplemental Registration
Statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all such Registrable Securities and
shall use its best efforts to cause such Supplemental Registration Statement
to be declared effective as soon as possible.
3. OBLIGATIONS OF THE COMPANY. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the
Company shall, as expeditiously and reasonably possible:
(a) Prepare and file with the Securities and Exchange
Commission ("SEC") a Registration Statement with respect to such Registrable
Securities and use its best efforts to cause such Registration Statement to
become effective and to remain effective until all Registrable Securities are
resold pursuant to such Registration Statement, notwithstanding any
Termination or Automatic Termination (as each is defined in the Investment
Agreement) of the Investment Agreement.
(b) Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in
connection with such Registration Statement ("Amended Registration Statement")
or prepare and file any additional registration statement ("Additional
Registration Statement," together with the Amended Registration Statement,
"Supplemental Registration Statements") as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Supplemental Registration Statements or such prior
registration statement and to cover the resale of all Registrable Securities.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of the jurisdictions in which the Holders are located, of such
other jurisdictions as shall be reasonably requested by the Holders of
4
<PAGE>
the Registrable Securities covered by such Registration Statement and of all
other jurisdictions where legally required, provided that the Company shall
not be required in connection therewith or as a condition thereto to qualify
to do business or to file a general consent to service of process in any such
states or jurisdictions.
(e) [Intentionally Omitted].
(f) As promptly as practicable after becoming aware of such
event, notify each Holder of Registrable Securities of the happening of any
event of which the Company has knowledge, as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, use its best efforts
promptly to prepare a supplement or amendment to the Registration Statement to
correct such untrue statement or omission, and deliver a number of copies of
such supplement or amendment to each Holder as such Holder may reasonably
request.
(g) Provide Holders with notice of the date that a
Registration Statement or any Supplemental Registration Statement registering
the resale of the Registrable Securities is declared effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.
(h) Provide Holders and their representatives the
opportunity and a reasonable amount of time, based upon reasonable notice
delivered by the Company, to conduct a reasonable due diligence inquiry of
Company's pertinent financial and other records and make available its
officers and directors for questions regarding such information as it relates
to information contained in the Registration Statement.
(i) Provide Holders and their representatives the
opportunity to review the Registration Statement and all amendments or
supplements thereto prior to their filing with the SEC by giving the Holder at
least ten (10) business days advance written prior to such filing.
(j) Provide each Holder with prompt notice of the issuance
by the SEC or any state securities commission or agency of any stop order
suspending the effectiveness of the Registration Statement or the initiation
of any proceeding for such purpose. The Company shall use its best efforts to
prevent the issuance of any stop order and, if any is issued, to obtain the
removal thereof at the earliest possible date.
(k) Use its best efforts to list the Registrable Securities
covered by the Registration Statement with all securities exchanges or markets
on which the Common Stock is then listed and prepare and file any required
filing with the NASD, American Stock Exchange, NYSE and any other exchange or
market on which the Common Stock is listed.
4. PIGGYBACK REGISTRATION. If anytime prior to the date that
the Registration Statement is declared effective or during any Ineffective
Period (as defined in the Investment Agreement) the Company proposes to
register (including for this purpose a registration effected by the Company
for
5
<PAGE>
shareholders other than the Holders) any of its Common Stock under the
Securities Act in connection with the public offering of such securities
solely for cash (other than a registration relating solely for the sale of
securities to participants in a Company stock plan or a registration on Form
S-4 promulgated under the Securities Act or any successor or similar form
registering stock issuable upon a reclassification, upon a business
combination involving an exchange of securities or upon an exchange offer for
securities of the issuer or another entity), the Company shall, at such time,
promptly give each Holder written notice of such registration (a "Piggyback
Registration Statement"). Upon the written request of each Holder given by fax
within ten (10) days after mailing of such notice by the Company, the Company
shall cause to be included in such registration statement under the Securities
Act all of the Registrable Securities that each such Holder has requested to
be registered ("Piggyback Registration") to the extent such inclusion does not
violate the registration rights of any other security holder of the company
granted prior to the date hereof; provided, however, that nothing herein shall
prevent the Company from withdrawing or abandoning such registration statement
prior to its effectiveness.
5. LIMITATION ON OBLIGATIONS TO REGISTER UNDER A PIGGYBACK
REGISTRATION. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, if the managing underwriter
determines and advises in writing that the inclusion in the related Piggyback
Registration Statement of all Registrable Securities proposed to be included
would interfere with the successful marketing of the securities proposed to be
registered by the Company, then the number of such Registrable Securities to
be included in such Piggyback Registration Statement, to the extent any such
Registrable Securities may be included in such Piggyback Registration
Statement, shall be allocated among all Holders who had requested Piggyback
Registration pursuant to the terms hereof, in the proportion that the number
of Registrable Securities which each such Holder seeks to register bears to
the total number of Registrable Securities sought to be included by all
Holders. If required by the managing underwriter of such an underwritten
public offering, the Holders shall enter into an agreement limiting the number
of Registrable Securities to be included in such Piggyback Registration
Statement and the terms, if any, regarding the future sale of such Registrable
Securities.
6. DISPUTE AS TO REGISTRABLE SECURITIES. In the event the
Company believes that shares sought to be registered under Section 2 or
Section 4 by Holders do not constitute "Registrable Securities" by virtue of
Section 2.1 of this Agreement, and the status of those shares as Registrable
Securities is disputed, the Company shall provide, at its expense, an Opinion
of Counsel, reasonably acceptable to the Holders of the Securities at issue
(and satisfactory to the Company's transfer agent to permit the sale and
transfer), that those securities may be sold immediately, without volume
limitation or other material restrictions, without registration under the
Securities Act, by virtue of Rule 144 or similar provisions.
7. FURNISH INFORMATION. At the Company's request, each Holder
shall furnish to the Company such information regarding Holder, the
Registrable Securities held by it, and the intended method of disposition of
such securities to the extent required to effect the registration of its
Registrable Securities or to determine that registration is not required
pursuant to Rule 144 or other applicable provision of the Securities Act. The
Company shall include all information provided by
6
<PAGE>
such Holder pursuant hereto in the Registration Statement, substantially in
the form supplied, except to the extent such information is not permitted by
law.
8. EXPENSES. All expenses, other than commissions and fees and
expenses of counsel to the selling Holders, incurred in connection with
registrations, filings or qualifications pursuant hereto, including (without
limitation) all registration, filing and qualification fees, printers' and
accounting fees, fees and disbursements of counsel for the Company, shall be
borne by the Company.
9. INDEMNIFICATION. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers, directors, partners,
legal counsel, and accountants of each Holder, any underwriter (as defined in
the Securities Act, or as deemed by the Securities Exchange Commission, or as
indicated in a registration statement) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of Section 15
of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements or
omissions: (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, or (ii) the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the
statements therein not misleading, and the Company will reimburse each such
Holder, officer or director, underwriter or controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this subsection 9(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by any such Holder, officer, director, underwriter or controlling person;
provided however, that the above shall not relieve the Company from any other
liabilities which it might otherwise have.
(b) Each Holder of any securities included in such
registration being effected shall indemnify and hold harmless the Company, its
directors and officers, each underwriter and each other person, if any, who
controls (within the meaning of the Securities Act) the Company or such other
indemnified party, against any liability, joint or several, to which any such
indemnified party may become subject under the Securities Act or any other
statute or at common law, insofar as such liability (or actions in respect
thereof) arises out of or is based upon (i) any untrue statement
7
<PAGE>
or alleged untrue statement of any material fact contained, on the effective
date thereof, in any registration statement under which securities were
registered under the Securities Act at the request of such Holder, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or (ii) any omission or alleged omission by such Holder
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary or final
prospectus, amendment or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by such Holder
specifically for use therein. Such Holder shall reimburse any indemnified
party for any legal fees incurred in investigating or defending any such
liability; PROVIDED, HOWEVER, that such Holder's obligations hereunder shall
be limited to an amount equal to the proceeds to such Holder of the securities
sold in any such registration; and PROVIDED FURTHER, that no Holder shall be
required to indemnify any party against any liability arising from any untrue
or misleading statement or omission contained in any preliminary prospectus if
such deficiency is corrected in the final prospectus or for any liability
which arises out of the failure of such party to deliver a prospectus as
required by the Securities Act.
(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 9,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume, the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
shall have the right to retain its own counsel, with the reasonably incurred
fees and expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action, if materially prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 9, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 9.
(d) In the event that the indemnity provided in paragraphs
(a) and/or (b) of this Section 9 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and each Holder
agree to contribute to the aggregate claims, losses, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Holders may be subject in such proportion as is
appropriate to reflect the relative fault of the Company and the Holders in
connection with the statements or omissions which resulted in such Losses.
Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company or by the
Holders. The Company and the Holders agree that it would not
8
<PAGE>
be just and equitable if contribution were determined by pro rata allocation
or any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls a
Holder of Registrable Securities within the meaning of either the Securities
Act or the Exchange Act and each director, officer, partner, employee and
agent of a Holder shall have the same rights to contribution as such holder,
and each person who controls the Company within the meaning of either the
Securities Act or the Exchange Act and each director and officer of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).
(e) The obligations of the Company and Holders under this
Section 9 shall survive the resale, if any, of the Common Stock, the
completion of any offering of Registrable Securities in a Registration
Statement under this Agreement, and otherwise.
10. REPORTS UNDER EXCHANGE ACT. With a view to making available
to the Holders the benefits of Rule 144 promulgated under the Securities Act
and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration,
the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144; and
(b) use its best efforts to file with the SEC in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act.
11. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the written
consent of each Holder affected thereby. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder, each future
Holder, and the Company.
12. NOTICES. All notices required or permitted under this
Agreement shall be made in writing signed by the party making the same, shall
specify the section under this Agreement pursuant to which it is given, and
shall be addressed if to (i) the Company at: Power Technology Inc.; Attn: Lee
Balak1818-1177 West Hastings Street Vancouver, BC V6E 2K3 CANADA; Telephone:
(604) 925-0716, Facsimile: (604) 925-0746; Email: [email protected] (or at
such other location as directed by the Company in writing) and (ii) the
Holders at their respective last address as the party as shown on the records
of the Company. Any notice, except as otherwise provided in this Agreement,
shall be made by fax and shall be deemed given at the time of transmission of
the fax.
13. TERMINATION. This Agreement shall terminate on the date all
Registrable Securities cease to exist (as that term is defined in Section 2.1
hereof); but without prejudice to (i) the parties'
9
<PAGE>
rights and obligations arising from breaches of this Agreement occurring prior
to such termination (ii) other indemnification obligations under this
Agreement.
14. ASSIGNMENT. No assignment, transfer or delegation, whether
by operation of law or otherwise, of any rights or obligations under this
Agreement by the Company or any Holder, respectively, shall be made without
the prior written consent of the majority in interest of the Holders or the
Company, respectively; provided that the rights of a Holder may be transferred
to a subsequent holder of the Holder's Registrable Securities (provided such
transferee shall provide to the Company, together with or prior to such
transferee's request to have such Registrable Securities included in a
Registration, a writing executed by such transferee agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file
an amended registration statement including such transferee or a selling
security holder thereunder; and provided further that the Company may transfer
its rights and obligations under this Agreement to a purchaser of all or a
substantial portion of its business if the obligations of the Company under
this Agreement are assumed in connection with such transfer, either by merger
or other operation of law (which may include without limitation a transaction
whereby the Registrable Securities are converted into securities of the
successor in interest) or by specific assumption executed by the transferee.
15. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
agreements made in and wholly to be performed in that jurisdiction, except for
matters arising under the Securities Act or the Exchange Act, which matters
shall be construed and interpreted in accordance with such laws. Any dispute
arising out of or relating to this Agreement or the breach, termination or
validity hereof shall be finally settled by the federal or state courts
located in Fulton County, Georgia.
16. EXECUTION IN COUNTERPARTS PERMITTED. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.
17. SPECIFIC PERFORMANCE. The Holder shall be entitled to the
remedy of specific performance in the event of the Company's breach of this
Agreement, the parties agreeing that a remedy at law would be inadequate.
18. INDEMNITY. Each party shall indemnify each other party
against any and all claims, damages (including reasonable attorney's fees),
and expenses arising out of the first party's breach of any of the terms of
this Agreement.
19. ENTIRE AGREEMENT; WRITTEN AMENDMENTS REQUIRED. This
Agreement, including the Exhibits attached hereto, the Investment Agreement,
the Common Stock certificates, and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein. Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written
10
<PAGE>
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of this 17TH day of April, 2000.
POWER TECHNOLOGY INC.
By: s/Lee Balak
---------------------------------
Lee Balak, President
Address:
1818-1177 West Hastings Street
Vancouver, BC V6E 2K3 CANADA
Telephone (604) 925-0716
Facsimile (604) 925-0746
E- mail: [email protected]
INVESTOR:
SWARTZ PRIVATE EQUITY, LLC.
By: s/Eric S. Swartz
------------------------
Eric S. Swartz, Manager
Address: 1080 Holcomb Bridge Road
Bldg. 200, Suite 285
Roswell, GA 30076
Telephone: (770) 640-8130
Facsimile: (770) 640-7150
11
