State
of New York
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1-10113
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11-0853640
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(State
of Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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616
N. North Court, Suite 120
Palatine,
Illinois 60067
(Address
of principal executive offices) (Zip Code)
(847)
705-7709
(Registrant’s
telephone number, including area code)
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(i) |
the
extension of the maturity date of the Bridge Loans from December 1,
2006
to March 31, 2007;
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(ii) |
the
satisfaction of interest payments in the Registrant’s common stock based
upon the average of the closing bid and asked prices of the common
stock
for the five (5) trading days immediately preceding the interest payment
date;
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(iii) |
the
commitment for additional bridge funding to be provided by the VC Lenders
in the principal amount of up to $1.466 million (after giving effect
to
the Bridge Loan of $534,000 made by the VC Lenders on November 30,
2006
and described in Item 8.01 below); and
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(iv) |
the
right of the bridge lenders to convert the Bridge Loans (including
the
additional bridge loans to be advanced under subsection (iii) above)(the
“Bridge Loan Financing”), into
the Registrant’s common stock upon the completion of a third-party equity
financing providing gross proceeds to the Registrant in the aggregate
amount of at least $8 million (a “Third Party Equity Financing”), a Change
of Control Transaction or upon the maturity date of the Bridge Loan
Financing (each a “Triggering Event”). Upon the occurrence of a Triggering
Event, the bridge
lenders may convert the $534,000 bridge loan secured November 30, 2006
and
any financing secured by the Registrant under funding commitment described
in subsection (iii) above into the Registrant’s common stock at a
conversion price equal to (A)
in the case of the completion of a Third Party Equity Financing, the
lesser of (i) 80% of the average closing bid and asked prices of the
Registrant’s common stock for the twenty trading days immediately
preceding the public announcement of the Third Party Investor Financing,
(ii) the average price of the securities sold by the Registrant in
such
Third Party Equity Financing, and (iii) $0.44 per share, and (B) in
the
case of a Change of Control Transaction or upon the maturity date of
the
Bridge Loan Financing, the lesser of (i) 80% of the average closing
bid
and asked prices of the Registrant’s common stock for the twenty trading
days immediately preceding the public announcement of the Change of
Control Transaction or the maturity date, as applicable, and (ii) $0.44
per share. In addition, upon a Triggering Event, the bridge lenders
may
convert $2.55 million of Bridge Loan Financing into the Company's common
stock at a conversion price of $0.20 per share, $2.3 million of Bridge
Loan Financing at a conversion price of $0.225 per share and $1.894
million of bridge loan financing at a conversion price of $0.25 per
share.
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Exhibit Number
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Description
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10.1
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Omnibus
Amendment and Consent effective as of November
30, 2006
between the Registrant and various lenders.
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99.1
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Press
Release dated November
30, 2006
Announcing Receipt of Bridge Funding
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Exhibit Number
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Description
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10.1
|
Omnibus
Amendment and Consent effective as of November
30, 2006
between the Registrant and various lenders.
|
|
99.1
|
Press
Release dated November
30, 2006
Announcing Receipt of Bridge Funding
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