Charles Schwab,SRA International,Mantas Inc.,CIA and Bellador Group

Should the CIA be allowed to both invest in U.S. SECURITIES AND 'ANTI-MONEY LAUNDERING' TECHNOLOGY OR A COMPANY INVOLVED IN 'AML' THAT COULD BE USED BOTH TO DETECT UNUSUAL ACTIVITIES IN STOCKS BUT ALSO TO COVER IT UP ? NOTE,MANTAS WAS IN CHARGE OF CHARLES SCHWAB'S ANTI-MONEY LAUNDERING OPS WHEN JAMES DALE DAVIDSON OF AGORA INC.,BALTIMORE AND THE BELTWAY'S FAR RIGHT NATIONAL TAXPAYERS UNION PROMOTED THE FRAUDULENT ENDOVASC OF MONTGOMERY, TEXAS THROUGH AGORA INC.'S 'VANTAGE POINT' AND MILLIONS OF SHARES WERE DUMPED FROM A SCHWAB ACCOUNT.(I.E.ILLEGAL PUMP AND DUMP SCAM.) <!--break--> <p /><p>Does CIA have a stake in Mantas ? </p><p>Below is from my indymedia article,'Mantas Inc, Herndon, Va, Pro-Money Laundering Arm of International Bankers, Brokers', as well as a link to SRA International website explaining its links to both the CIA as well as Mantas Inc.'anti-money laundering ' experts who should have detected both the illegal pump and dump of Endovasc as well as all those other U.S.penny stock transactions from its client Charles Schwab's LOM account but didn't.Is there a conflict of interest here and is Mantas Inc. and the CIA 's interest really in protecting American investors and preventing money laundering or not ? </p><p /><p>Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers... <br />by Tony Ryals Monday December 19, 2005 at 01:22 PM <br />endoscam (at) lycos.com </p><p>Mantas Inc. whose expertise is supposedly anti-money laundering has allowed untold millions or perhaps billions of laundered dollars go unchecked by criminals or even possibly terrorists through our banking , brokerage and market maker systems and the promotion of Endovasc penny stock by Agora Inc. of Baltimore followed by massive dumping of 'up to 30 million shares' from a Charles Schwab account is proof but still not even the tip of the 'share-money laundering' iceberg they are apparently paid to ignore. Charles Schwab sold their corrupt market maker business to UBS not long after that and many other illegal pump and dump schemes in partnership with LOM of Bermuda.Mantas Inc.was rewarded for not doing its supposed job of guarding against money laundering and illegal pump and dump activities by being contracted to oversee the supposed 'anti-money laundering' activities of UBS who bought Charles Schwab's market maker business.It should come as no surprise unfortunately that the CIA's In-Q-Tel has been an investor in SRA International, Inc (NYSE:SRX), and that its other parent company Safeguard Scientifics, Inc. (NYSE:SFE) actually shows every indication of having been an illegal pump and dump itself having been promoted even by Agora Inc. in the past to near $100 per share a few years back to having become a penny stock today . </p><p>Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers,Market Makers.. </p><p>NASAA:Agora Inc.'s James Dale Davidson created the 'anti-naked short selling' scam </p><p><a href="http://kcindymedia.org/newswire/display/5838/index.php">http://kcindymedia.org/newswire/display/5838/index.php</a> </p><p /><p>SRA,Mantas,and CIA <br />by Tony Ryals Wednesday December 21, 2005 at 10:22 AM <br />endoscam (at) lycos.com </p><p>Below are quotes from SRA INTERNATIONAL (SRX)the founder of Mantas LLC explaining both its relation to CIA as well as Mantas LLC which was indeed transfer officially to Safeguard Scientifics or SRE sometime later with SRA International maintaining an ongoing interest in the supposed 'anti-money laundering' corporation.The appropriate Google cache link that color highlights SRA International,CIA,and Mantas is below the quotes.: </p><p /><p>''Through a partnership with In-Q-Tel, a Central Intelligence Agency(CIA) funded venture capital <br />firm, we employ 'NetOwl' text mining technology to support user functions including information retieval for a daily briefing of world events....'' </p><p>''On Decenber 15,2000 the company formed a wholly owned subsidiary, Mantas LLC,with the expectation that the Company would soon transfer its Mantas its service offering consisting of contracts,people,and intellectual property to Mantas and a thrird party investor would purchase an equity interest in Manas LLC for cash.....'' </p><p><a href="http://64.233.187.104/search?q=cache:fvdzE_ppQJcJ:http://www.sra.com/uploadedFiles/sra_2002ar.pdf+sra+international+mantas+inc+cia&hl=en">http://64.233.187.104/search?q=cache:fvdzE_ppQJcJ:http://www.sra.com/uploadedFiles/sra_2002ar.pdf+sra+international+mantas+inc+cia&amp;hl=en</a> </p><p>Now this from an anonymous poster 'Welshing' on offshorebusiness.com message board explains that SRA International was coincidentally promoted by an offshore boiler room operation Bellador Group,(Kuala Lumpur,Dubai, etc.),whose main business is selling <br />U.S.penny stocks such as Endovasc of Montgomery, Texas who defrauded me with a Stanford patent,etc. and a fraudulent claim of being 'naked shorted' to cover up the unregistered and unaudited shares they dump around the qworld while the SEC coincidentally, looks the other way. </p><p>One wonders if there is not perhaps a Bellador Group,CIA connection. Below from offshorebusiness <br />message board: </p><p>Re: Bellador Group <br />By By: welshing on 11/19/2004 4:39:08 PM </p><p>L&amp;G(Arizona law firm Logan&amp;Goetas) write: <br />“Bellador's directors, not the company itself, have invested in some companies funded by its clients”. <br />This seems indeed to be the case, according to the info below, plucked from SEC filings where they figure. The company (Bellador) does not need to invest in the companies funded by its clients in order to function in the way it does (i.e. stock placement, as opposed to stock purchase). Commission only on stock sold following the cold-calling campaign. You can see below how they can offer &quot;clients&quot; a discount on the bid price. </p><p>The 3 companies, American Soil, Biophan and China Wireless appear to be the only ones associated with Bellador through SEC filings. Others may have been pre-IPO or via a third party. </p><p>The promotion by Bellador of Endovasc in 2002 obviously followed a SEC-free route in terms of how Bellador earned its commission. L&amp;G state in the message they posted to KYC and copied here that “Anyone (who doubts this) can call Endovasc and speak with CFO Dwight Cantrell or Vice President for Business Development, Rob Johnson, about their high regard for Bellador and its directors”. So, assuming that is the case, both Cantrell and Johnson sound pleased with the level of service offered by Bellador. </p><p>The Bellador web site lists the following as previous recommendations: <br />InforMax Inc., Possis Medical, Allied Healthcare International Inc., SureBeam Corporation, Rite Aid Corporation, Hybridon Inc., CITA BioMedical, SRA International Inc., Biophan Technologies Inc. </p><p>While American Soil may be too recent for inclusion, 2 notable absentees are Endovasc and China Wireless. </p><p>Also remarkable (and amusing) is how Peter Taylor, Director of Bellador, seems to be trying to throw us off the scent (in his KYC board messages) by writing in a style that would be more typical of someone who left school age 12. </p><p>Excerpts from </p><p>Bellador deal with American Soil: <br />American Soil Technologies Inc · 10QSB · For 6/30/4 · EX-10.2 <br />STOCK PLACEMENT AGREEMENT </p><p>DATED JULY 16, 2004 </p><p>FOR </p><p>AMERICAN SOIL TECHNOLOGIES, INC.'S <br />COMMON STOCK <br />STOCK PLACEMENT AGREEMENT </p><p>STOCK PLACEMENT AGREEMENT (the &quot;Agreement&quot;), dated as of July ___, 2004 between <br />AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation having offices at 12224 <br />Montague Street, Pacoima, California 91331 (the &quot;Company&quot;), and Bellador <br />Advisory Services (Labuan) Ltd. a Malaysian business company licensed as a fund <br />manager in Labuan, the registered address of which is Level 6, Wisma Oceanic, <br />Jalan OKK Awang Besar, 87007 W P Labuan, East Malaysia, Malaysia, the investment <br />advisor of its clients (sometimes referred to as &quot;Bellador&quot;) who shall be <br />purchasers of the securities. Company and Bellador shall sometimes be <br />collectively referred to as the &quot;Parties.&quot; </p><p>RECITALS: </p><p>WHEREAS, Bellador has examined the business and financial records of <br />Company and has relied upon the information and representations provided by the <br />Company herein, and </p><p>WHEREAS, Bellador has decided to recommend the Company to Bellador's <br />clients as an investment, and </p><p>WHEREAS, the Parties intend for this Agreement to set forth their <br />understanding of the terms and conditions of both phases of funding and <br />acknowledge that Bellador will be raising funds for the Company from clients <br />outside of the United States, and </p><p>WHEREAS, Bellador agrees that it will only recommend investment in the <br />Company to Bellador's clients outside the United States only to those clients <br />that are not &quot;U.S. Persons&quot; as defined in SECTION 1.4(F) and after providing all <br />such clients with information about the Company that has been approved by the <br />Company and the attorneys for the Company. </p><p>IT IS, THEREFORE, HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: </p><p>ARTICLE I. </p><p>PURCHASE, SALE AND TERMS OF SHARES </p><p>1.1. THE SHARES. The Company agrees to issue and sell to Bellador's clients <br />(sometimes referred to collectively as &quot;Purchasers&quot; and individually as <br />&quot;Purchaser&quot;) in an offshore transaction negotiated outside the United States and <br />to be consummated outside the United States. In consideration of and in express <br />reliance upon the representations, warranties, covenants, terms and conditions <br />of this Agreement, Bellador agrees to recommend that its clients evaluate the <br />opportunity to purchase from the Company shares (the &quot;Shares&quot;) of the Company's <br />Common Stock. Shares will be sold by the Company to Bellador's clients for the <br />previous trading day's closing bid price of the Company's shares of Common Stock <br />as quoted on the OTC Bulletin Board (the &quot;OTCBB&quot;) immediately preceding the date <br />on which the Purchaser makes a firm commitment to purchase such Shares, which <br />shall be confirmed in writing by Bellador to Purchaser, and the Company shall <br />receive the previous trading day's last bid for its shares from time to time, <br />and, after all expenses of the transaction, including legal, due diligence, <br />accounting, marketing and consulting fees, the Company shall net no less than <br />50% of the closing bid price. If the Company becomes listed on another United <br />States stock exchange or public trading market on which the shares of the <br />Company trade, the price shall be fixed in an amount equal to the previous <br />trading day's last trade during hours that the market was open and not based <br />upon after-hours trading. </p><p>1.2. SUBSCRIPTION FOR SHARES; CLOSING. Bellador shall deliver to the <br />Company a subscription agreement (&quot;Subscription Agreement&quot;) completed in full <br />and signed by each potential Purchaser of Shares. After the Company accepts <br />subscriptions, the closing of the purchases of the Shares will take place in <br />Phoenix, Arizona, using the services of Arizona Escrow &amp; Financial Corporation <br />(&quot;Escrow Agent&quot;), a licensed Arizona escrow company. At each closing, the <br />Purchaser will cause immediately available funds to be delivered to the Escrow <br />Agent and Company shall deliver the share certificate(s) and/or other securities <br />that may be purchased to the Escrow Agent according to the terms of the Escrow <br />Agreement (a copy of which is attached hereto as EXHIBIT A). If the Company has <br />not had the opportunity to fully review the Subscription Agreement or any other <br />Transaction Documents related to any such purchase before the Closing with <br />Escrow Agent, the Company shall notify Bellador that such closing remains <br />&quot;subject to&quot; the Company's review of any documents that have not yet been <br />delivered to and examined by the Company, in which case Bellador will hold the <br />certificate(s) for such Shares pending the Company's review of such documents. <br />Once the Company has completed its review, it will promptly notify Bellador that <br />it either (a) accepts such subscription, in which case Bellador shall promptly <br />release such certificate(s) to the Purchaser; or (b) rejects such subscription, <br />in which case (i) the Company shall promptly refund the purchase price for such <br />Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be, <br />shall promptly return the certificate(s) for such Shares to the Company. </p><p>1.3 COVENANT OF BEST EFFORTS. Subject to the rights of each party to <br />terminate this Agreement as provided in SECTION 1.5 below, Bellador agrees to <br />use its best efforts to arrange for up to $3,500,000 (U.S.) of net funding to <br />Company on or before May 31, 2005, until the funds have been delivered to <br />Company or one of the Parties has terminated this Agreement. <br />(a) ACCESS TO INFORMATION. Bellador, in making its recommendation to <br />prospective Purchasers regarding the decision to purchase the Shares, has relied <br />and will rely upon independent investigations made by it and/or its <br />representatives that were based upon information, documents and representations <br />by the Company. Reports based upon such information have been and will be <br />prepared by Bellador and submitted to the Company and its legal counsel for <br />approval. Bellador will not submit reports or other information on the Company <br />to its clients regarding potential purchases of the Company's Shares without <br />obtaining prior approval of the materials by the Company. Each Purchaser and/or <br />its representatives during the course of this transaction, and prior to the </p><p>purchase of any Shares, will have had the opportunity to ask questions of and <br />receive answers from the management of the Company concerning the terms and <br />conditions of the offering of the Shares and to receive any additional <br />information, documents, records and books relative to its business, assets, <br />financial condition, results of operations and liabilities (contingent or <br />otherwise) of the Company. </p><p>(b) SOPHISTICATION AND KNOWLEDGE. Each Purchaser and/or its <br />representatives will have such knowledge and experience in financial and <br />business matters that such Purchaser can represent himself/herself/itself and <br />will be capable of evaluating the merits and risks of the purchase of the <br />Shares. Each Purchaser will be instructed not to rely on the Company with <br />respect to the tax and other economic considerations of an investment in the <br />Shares, and each Purchaser will be instructed to rely on the advice of, or to <br />consult with, only the Purchaser's own advisor(s). The Purchasers shall be <br />required to represent that he/she/it has not been organized for the purpose of <br />acquiring the Shares in a signed Subscription Agreement. </p><p>(c) ACKNOWLEDGEMENT OF RISK. Each Purchaser will acknowledge in <br />his/her/its Subscription Agreement that the purchase of the Shares involves a <br />high degree of risk and further acknowledge that he/she/it can bear the economic <br />risk of the purchase of the Shares, including the total loss of its investment. <br />Each Purchaser will acknowledge in his/her/its Subscription Agreement that <br />he/she/it has no present need for liquidity in connection with its purchase of <br />the Shares. </p><p>(d) NO PUBLIC SOLICITATION. Each Purchaser will acknowledge in <br />his/her/its Subscription Agreement that he/she/it is not subscribing for the <br />Shares as a result of or subsequent to any advertisement, article, notice or <br />other communication published in any newspaper, magazine or similar media or <br />broadcast over television or radio, or presented at any seminar or meeting, or <br />any solicitation of a subscription by a person not previously known to the <br />Purchaser in connection with investments in securities generally. Bellador has <br />not engaged and will not engage in any &quot;Directed Selling Efforts in the U.S.&quot; as <br />defined in Regulation S promulgated by the SEC under U.S. securities laws. </p><p>(e) AUTHORITY. Bellador has full right and power to enter into and <br />perform pursuant to this Agreement. This Agreement constitutes Bellador's valid <br />and legally binding obligation, enforceable in accordance with its terms. <br />Bellador is authorized, licensed and otherwise duly qualified to give investment <br />advice to its clients under the laws of Labuan. Bellador agrees to comply with <br />the laws of any jurisdiction in which it contacts clients regarding this <br />opportunity. </p><p>(f) REGULATION S EXEMPTION. Bellador understands and will require each <br />Purchaser to acknowledge in writing that the Shares are being offered and sold <br />to it in reliance on an exemption from the registration requirements of United <br />States federal and state securities laws under Regulation S promulgated under <br />the Securities Act of 1933 (the &quot;Securities Act&quot;) and that the Company is <br />relying upon the truth and accuracy of the representations, warranties, <br />agreements, acknowledgments and understandings of such Purchaser set forth in <br />his/her/its Subscription Agreement in order to determine the applicability of <br />such exemptions and the suitability of the Purchaser to acquire the Shares. In <br />regard to Shares sold pursuant to the Regulation S exemption, Bellador <br />represents, warrants and agrees that: </p><p>(i) No Purchaser will be a U.S. Person (as defined below) or an <br />affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. A <br />U.S. Person means any one of the following: </p><p>(A) Any natural person residing in the United States of America; </p><p>(B) Any partnership or corporation organized or incorporated <br />under the laws of the United States of America; </p><p>(C) Any estate of which any executor or administrator is a U.S. <br />person; </p><p>(D) Any trust of which any trustee is a U.S. person; </p><p>(E) Any agency or branch of a foreign entity located in the <br />United States of America; </p><p>(F) Any non-discretionary account or similar account (other than <br />an estate or trust) held by a dealer or other fiduciary for the <br />benefit or account of a U.S. person; </p><p>(G) Any discretionary account or similar account (other than an <br />estate or trust) held by a dealer or other fiduciary organized, <br />incorporated or (if an individual) resident in the United States of <br />America; and </p><p>(H) Any partnership or corporation if: </p><p>(1) Organized or incorporated under the laws of an foreign <br />jurisdiction; and </p><p>(2) Formed by a U.S. person principally for the purpose of <br />investing in securities not registered under the Securities Act, <br />unless it is organized or incorporated, and owned, by accredited <br />investors (as defined in Rule 501(a) under the Securities Act) <br />who are not natural persons, estates or trusts. <br />(ii) At the time of the origination of contact concerning this <br />Agreement and the date of the execution and delivery of this Agreement, Bellador <br />was outside of the United States and has agreed to limit its communications <br />about the Shares to clients who are non-U. S. Persons. </p><p>(iii) Each Purchaser will be required to agree in writing that <br />he/she/it shall not, during the period commencing on the date of issuance of the <br />Shares and ending on the first anniversary of such date, or such shorter period <br />as may be permitted by Regulation S or other applicable securities law, <br />including any registration of the Shares, below (the &quot;Restricted Period&quot;), <br />offer, sell, pledge or otherwise transfer the shares in the United States, or to <br />a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a <br />manner that is not in compliance with Regulation S. </p><p>(iv) Each Purchaser will be required to agree in writing that he/she/it <br />shall, after expiration of the Restricted Period, offer, sell, pledge or <br />otherwise transfer the Shares only pursuant to registration under the Securities <br />Act or an available exemption therefrom and in accordance with all applicable <br />state and foreign securities laws. </p><p>(v) Each Purchaser shall be required to represent in writing that <br />he/she/it has not in any jurisdiction engaged in, and prior to the expiration of <br />the Restricted Period will not engage in, any short selling of or any hedging <br />transaction with respect to any of the shares of Company's common stock, <br />including without limitation, any put, call or other option transaction, option <br />writing or equity swap. </p><p>(vi) Each Purchaser shall be required to represent in writing that <br />neither he/she/it nor any person acting on his/her/its behalf has engaged, nor <br />will engage, in any directed selling efforts to U.S. Persons with respect to the <br />Shares and the Purchaser and any person acting on its behalf has and will comply <br />with the &quot;offering restrictions&quot; requirements of Regulation S under the <br />Securities Act. <br />vii) The transactions contemplated by this Agreement have not been <br />pre-arranged with a buyer located in the United States or with a U.S. Person, <br />and are not part of a plan or scheme to evade the registration requirements of <br />the Securities Act. </p><p>(viii) Neither Bellador nor any person acting on its behalf has <br />undertaken or carried out any activity for the purpose of, or that could <br />reasonably be expected to have the effect of, conditioning the market in the <br />United States, its territories or possessions, for any of the Shares. Bellador <br />agrees not to cause any advertisement of the Shares to be published in any <br />newspaper or periodical or posted in any public place and not to issue any <br />circular relating to the Shares in the U.S. or its territories and only in <br />compliance with any local applicable securities laws. </p><p>(ix) Each certificate representing the Shares shall be endorsed with <br />the following legends: </p><p>(a) THESE SECURITIES ARE NOT REGISTERED WITH THE UNITED STATES <br />SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, IN <br />RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S <br />PROMULGATED UNDER THE SECURITIES ACT. TRANSFER IS PROHIBITED EXCEPT IN <br />ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO <br />REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE <br />EXEMPTION FROM REGISTRATION; AND HEDGING TRANSACTIONS INVOLVING THESE <br />SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE <br />SECURITIES ACT. </p><p>(b) Any other legend required to be placed thereon by applicable <br />federal or state securities laws. <br />3.5 APPROVAL OF PURCHASERS' LEGAL COUNSEL FOR RESTRICTED SECURITIES OPINION <br />LETTERS. Company acknowledges that each Purchaser may use the services of Logan <br />&amp; Geotas, PLC, of Phoenix, Arizona, as legal counsel to determine whether, after <br />the required holding period, each proposed sale of the shares purchased under <br />this Agreement pursuant to Regulation S may be sold in compliance with Rule 144 <br />and, if so, to issue an appropriate opinion letter. The Company agrees the <br />opinion letter forms attached hereto as EXHIBIT B are approved as the forms to <br />be used by Logan &amp; Geotas for such purposes. </p><p>3.7 ALLOCATION OF PROCEEDS FROM SALES OF THE SHARES. The Company and <br />Bellador agree as follows with respect to the Company's allocation of proceeds <br />from sales of the Shares: </p><p>(a) Marketing and sales: $720,000; </p><p>(b) General and administrative: $1,300,000, </p><p>(c) Inventory and development: $1,000,000; </p><p>(d) The Company shall set aside up to a maximum of $480,000, from <br />proceeds of sales of the Shares in order to fund the retention of an investor <br />relations firm and a public relations firm and to otherwise conduct investor <br />relations activity pursuant to SECTION 3.3. The Company shall provide a monthly, <br />written report of its investor relations and public relations efforts and <br />expenses to Bellador. </p><p>… IN WITNESS WHEREOF, the parties hereto have caused this Stock Placement <br />Agreement to be executed as of the date first above written. . </p><p>AMERICAN SOIL TECHNOLOGIES, INC. </p><p>/s/ Carl Ranno <br />------------------------- <br />By: Carl Ranno <br />Its: President </p><p>BELLADOR ADVISORY SERVICES (LABUAN) LTD. </p><p>/s/ James Kirby <br />------------------------- <br />By: James Kirby <br />Its: Director </p><p>Bellador and Biophan: </p><p>Exhibit 10.11 </p><p>BioPhan Technologies Inc. </p><p>Financial Accommodations Agreement </p><p>Bellador (Labuan) Ltd Date: July 1, 2002 </p><p>Gentlemen: </p><p>The undersigned as a duly authorized officer's or agent's of Bellador <br />(Labuan) Ltd., a company incorporated in Malaysia hereby states and agrees <br />on behalf of BELLADOR (LABUAN) LTD., as follows: </p><p>BELLADOR (LABUAN) LTD., understands that BioPhan Technologies Inc., a <br />corporation organized under the laws of the State of Nevada, U.S.A. (the <br />&quot;Company&quot;), is making available, pursuant to the exemption from <br />registration provided under Regulation S promulgated by the United States <br />Securities and Exchange Commission (the &quot;SEC&quot;) under the Securities Act of <br />1933, as amended (the &quot;1933 Act&quot;), up to 1,000,000 restricted shares of its <br />$.005 par value Common Stock (the &quot;Restricted Shares&quot;). At the Company's <br />election, it may increase the number of Restricted Shares to 3,000,000. </p><p>In acknowledgement of the foregoing and upon the representations appearing <br />hereinafter, BELLADOR (LABUAN) LTD., hereby agrees to offer the Restricted <br />Shares (the &quot;Shares&quot;) to their clients (the &quot;Clients&quot;), at such times and <br />in such numbers of the Shares as shall be determined by BELLADOR (LABUAN) <br />LTD., and with reference to clauses 4 (c) and 4 (d) herein, at a price per <br />Share equal to the reported closing trading price; (i.e. Bid Price) of the <br />Company's shares on the most recent day, prior to the date of the sale of <br />Shares, upon which the Company's shares traded on the OTC Bulletin Board. <br />BELLADOR (LABUAN) LTD., Each Client purchasing Shares shall deliver a <br />subscription agreement along with the purchase price for the Shares, <br />together with a transaction fee of 0.75% or a minimum of $75.00 in US <br />dollars to the Company. The Company agrees to issue to BELLADOR (LABUAN) <br />LTD., restricted common shares valued on the same basis in the equivalent <br />amount of 10 (ten) percent of the value of any Shares so placed by BELLADOR <br />(LABUAN) LTD; the Company will remit to BELLADOR (LABUAN) LTD. additional <br />compensation for the services provided a cash amount equal to 35% of the <br />amount BELLADOR (LABUAN) LTD's clients paid for the shares, plus the <br />relevant transaction fee less any related bank clearance fees. Funds due to <br />BELLADOR (LABUAN) LTD., will be remitted by the Company to BELLADOR <br />(LABUAN) LTD. or its nominees, on a weekly basis. Upon acceptance by the <br />Company, BELLADOR (LABUAN) LTD will hereby confirm its intent to <br />encourage Clients to become a shareholder of the Company. In order to <br />induce the Company to accept its offer, BELLADOR (LABUAN) LTD., advises as <br />follows: </p><p>1 Receipt of Information ; BELLADOR (LABUAN) LTD., acknowledges that it <br />has received and has carefully reviewed the Company's annual report on Form <br />10-K for the fiscal year ended February 28, 2002 and the report on Form 10- <br />Q for the quarters ended May 31, August 31 and November 30, 2001 (the <br />&quot;Reports&quot;). </p><p>2 Availability of Information; BELLADOR (LABUAN) LTD., hereby <br />acknowledges that the Company has made available to it the opportunity to <br />ask questions of, and receive answers from, the Chief Executive Officer of <br />the Company, and any other person or entity acting on behalf of the Company <br />as requested by BELLADOR (LABUAN) LTD., concerning the terms and conditions <br />of the offering and the materials and information contained in the Reports, <br />and to obtain any additional information requested by BELLADOR (LABUAN) <br />LTD., to the extent the Company possesses such information or can acquire <br />it without unreasonable effort or expense, as it may deem necessary to <br />verify the accuracy of the information provided by the Company or any such <br />person or entity. </p><p>3 Representations, Warranties and Covenants; BELLADOR (LABUAN) LTD., <br />represents and warrants to the Company (and understands and acknowledges <br />that the Company is relying on the accuracy and completeness of such <br />representations and warranties in connection with the availability of an <br />exemption for the offer and sale of the Shares from the registration <br />requirements of the U.S. securities laws) that: </p><p>a) BELLADOR (LABUAN) LTD., understands and agrees that the Shares <br />have not been registered under the 1933 Act, or the securities <br />laws of any other jurisdiction and will be deemed &quot;restricted <br />securities&quot; as defined in Rule 144 under 1933 Act. </p><p>b) BELLADOR (LABUAN) LTD., understands and agrees that, if this <br />Finance Agreement is accepted and the Shares are sold to BELLADOR <br />(LABUAN) LTD., Clients, such sales will be pursuant to the <br />exemption from the 1933 Act's registration requirement provided in <br />Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from <br />selling or otherwise disposing of the Shares except in accordance <br />with Regulation S which imposes, among other things, the resale <br />restrictions specified in Rule 144 promulgated under the 1933 Act, <br />or pursuant to another available exemption from registration, and <br />the shares will continue to be deemed restricted securities <br />notwithstanding that they were acquired in a transaction pursuant <br />to Regulation S. </p><p>c) BELLADOR (LABUAN) LTD., understands and agrees that hedging <br />transactions involving the Shares may not be conducted unless in <br />compliance with the 1933 Act. </p><p>d) BELLADOR (LABUAN) LTD., understands and agrees that the Company <br />may lodge stop transfer instructions with its transfer agent in <br />order to restrict the transfer of the Shares in accordance with <br />the foregoing representations, and that the certificates <br />representing the Shares will contain a legend restricting transfer <br />as prescribed by Section 903(b)(3) of Regulation S. </p><p>e) BELLADOR (LABUAN) LTD., understands and agrees that Clients are <br />not &quot;U.S. Persons&quot; as that term is defined in Regulation S and <br />that no offer or sale shall be made to any US resident or citizen <br />or Canadian resident or citizen. </p><p>f) BELLADOR (LABUAN) LTD., understands and agrees that Clients will <br />always reside and be located outside the U.S. at the time of both <br />the offer and sale of the Shares and that there will be no <br />directed selling efforts in the US or Canada. </p><p>g) BELLADOR (LABUAN) LTD., understands and agrees that Clients are <br />not purchasing the Shares as a part of any plan or scheme to evade <br />the registration requirements of the 1933 Act. BELLADOR (LABUAN) <br />LTD. and that Clients are buying for investment and not for resale <br />in the United States, except in accordance with Rule 144 or any <br />other exemption from registration. </p><p>h) BELLADOR (LABUAN) LTD., understands and agrees that Clients have <br />an interest only in part with respect to this Finance Agreement <br />Clients are not acquiring the Shares, or any part of them, for the <br />account or benefit of a U.S. person or US or Canadian resident or <br />citizen, and that No buyer at the time of the order or sale shall <br />be in the US and BELLADOR (LABUAN) LTD., must in good faith so <br />believe. </p><p>i) In the event BELLADOR (LABUAN) LTD., distributes any portion of <br />the Shares subscribed for hereby to any distributor, dealer or <br />other person receiving any selling concession, fee or other <br />remuneration, prior to the expiration of a one-year distribution <br />compliance period, BELLADOR (LABUAN) LTD., agrees that it will <br />send a written confirmation or other notice to such purchaser <br />stating that such purchaser is subject to the same restrictions on <br />offers and sales that apply to a distribution under Regulation S <br />and that the Shares acquired are subject to Rule 144 resale <br />restrictions. </p><p>j) BELLADOR (LABUAN) LTD., understands and agrees that it shall have <br />sole responsibility for determining whether securities laws <br />registration or other procedures of any non-United States <br />jurisdiction or jurisdictions will be applicable to the <br />transactions contemplated herein, and shall take all steps <br />necessary to ensure compliance with any such applicable securities <br />laws and regulations and BELLADOR (LABUAN) LTD., shall have sole <br />responsibility for making any disclosures required by any non <br />United States jurisdiction. </p><p>k) BELLADOR (LABUAN) LTD., agrees that it will not make any <br />representation to its Clients about BioPhan Technologies Inc., <br />without authorization from BioPhan Technologies Inc., BELLADOR <br />(LABUAN) LTD., agrees that it will indemnify and hold BioPhan <br />Technologies Inc., harmless in the event of any breach or <br />violation of any securities laws in any jurisdiction and all <br />activities undertaken pursuant to this agreement are at the sole <br />risk of BELLADOR (LABUAN) LTD. </p><p>l) Neither BELLADOR (LABUAN) LTD., nor any affiliates of BELLADOR <br />(LABUAN) LTD., nor any person acting on its behalf, has engaged in <br />any (i) general solicitation or general advertising within the <br />meaning of Rule 502(c) under the 1933 Act or (ii) directed selling <br />efforts within the meaning of Rule 903 under Regulation S and <br />BELLADOR (LABUAN) LTD. has complied and will comply with the <br />offering restrictions of such Rule 903. </p><p>4 Offering Procedure; BELLADOR (LABUAN) LTD., understands agrees that <br />this Financial Agreement is subject to each of the following terms and <br />conditions: </p><p>a) The Company may reject this Financial Agreement for any reason, <br />and this Financial Accommodations Agreement shall become binding <br />upon the Company only when accepted, in writing, by the Company. </p><p>b) If the Financial Agreement is rejected, all funds submitted hereby <br />will be returned to BELLADOR (LABUAN) LTD., Clients without <br />interest thereon or deduction there from. </p><p>c) This Financial Agreement will have an initial term of three months <br />(the &quot;Initial Term&quot;) but will automatically renew for successive <br />one month periods unless terminated pursuant to paragraph 4(e). </p><p>d) Each order shall be accompanied by a subscription agreement in <br />form and substance satisfactory to BioPhan Technologies Inc.,, and <br />its acceptance shall be at the sole discretion of BioPhan <br />Technologies Inc. </p><p>e) After the Initial Term, this Financial Agreement may be terminated <br />by either party with thirty (30) days notice to the other party. </p><p>5 Payment; As payment for the subscription made hereby, BELLADOR (LABUAN) <br />LTD., Clients will tender to the Company, or its escrow agent as designate <br />by the Company, payment in U.S. Dollars, made to the order of BioPhan <br />Technologies Inc., or in such other form as may be acceptable to the <br />Company. Payment shall not be deemed completed until the money is <br />transferred to BioPhan's designated bank account. </p><p>6 Rule 144 Restriction Statement; Upon acceptance by BioPhan Technologies <br />Inc., of a fully completed subscription agreement, BioPhan Technologies <br />Inc., will undertake to issue a &quot;Statement&quot; &quot;In Letter Format attached to <br />the Share Certificate&quot; that will advise BELLADOR (LABUAN) LTD., Clients <br />that the shares purchased will become freely tradable after the elapse of <br />the fifteen month hold restriction period in compliance with Rule 144. </p><p>7 Share Certificates; BioPhan Technologies Inc., will provide share <br />certificates issued through a registered Stock Transfer Agent to BELLADOR <br />(LABUAN) LTD., Clients and to BELLADOR (LABUAN) LTD., within two weeks of <br />funds being received by the Company. </p><p>Very truly yours, </p><p>BioPhan Technologies Inc. </p><p>/s/Michael L. Weiner <br />___________________________ <br />Michael L. Weiner <br />President and CEO </p><p>Accepted and Agreed to: </p><p>Bellador (Labuan) Ltd. </p><p>/s/Peter Taylor /s/James Kirby <br />___________________________ ___________________________ <br />Peter Taylor James Kirby <br />Director Director </p><p>Bellador and China Wireless <br />REGULATION S STOCK PURCHASE AGREEMENT, dated as of October 22, 2003 between <br />CHINA WIRELESS COMMUNICATIONS, INC., a Nevada corporation having offices at 1746 <br />Cole Boulevard, Suite 225, Golden, CO 80401-3210 (the &quot;Company&quot;), and Bellador <br />Advisory Services (Labuan) Ltd. a Malaysian international business company <br />licensed as a fund manager in Labuan, the registered address of which is 6th <br />Floor, West Block, Wisma Selangor Dredging, Jalan Ampang, 50450 Kuala Lumpor, <br />Malaysia the investment advisor of its clients (sometimes referred to as <br />&quot;Purchasers' Advisor&quot;) who shall be purchasers of the securities. </p><p>ARTICLE I. </p><p>PURCHASE, SALE AND TERMS OF SHARES </p><p>1.1. THE SHARES. The Company agrees to issue and sell to the <br />clients of Purchasers' Advisor in an offshore transaction negotiated outside the <br />U.S. and to be consummated and closed outside the U.S. and, in consideration of <br />and in express reliance upon the representations, warranties, covenants, terms <br />and conditions of this Agreement, the Purchasers' Advisor agrees to recommend <br />that its clients evaluate the opportunity to purchase from the Company shares <br />(the &quot;Shares&quot;) of the Company's Common Stock. The Company shall be paid 50% of <br />the bid price of the Company's shares of Common Stock as quoted on the OTC <br />Bulletin Board (the &quot;OTCBB&quot;) (or on such other United States stock exchange or <br />public trading market on which the shares of the Company trade if, at the time <br />of purchase, they are not trading on the OTCBB) immediately preceding the date <br />(the &quot;Call Date&quot;) the purchase order (the &quot;Purchase Notice&quot;) is received by the <br />Company (the &quot;Purchase Price&quot;). Subject to the rights of each party to terminate <br />this agreement as provided in Section 1.5 below, Purchasers' Advisor agrees to <br />make a good faith effort to provide $3,500,000 of net funding to Company on or <br />before the end of July 2004 according to the following schedule: Purchaser shall <br />make a good faith effort to provide (1) $250,000 of net proceeds to Company by <br />the end of November 2003; (2) $400,000 of net proceeds to Company by December <br />31, 2004 and (3) $350,000 or more of net proceeds every 30 days to Company <br />beginning January 15, 2004, until the funds that Purchasers' Advisor has agreed <br />to raise have been delivered to Company. </p><p>Bellador Group boiler room of Kuala Lumpur,Dubai,etc.: </p><p><a href="http://www.belladorgroup.com/default.aspx">http://www.belladorgroup.com/default.aspx</a> </p><p /><p>Charles Schwab and Share-Money Laundering </p><p><a href="http://sfbay.indymedia.org/news/2005/06/1747107.php">http://sfbay.indymedia.org/news/2005/06/1747107.php</a> </p><p><br />Stanford University, C.Heeschen, J.Cooke, penny stock fraud money laundering </p><p><a href="http://worcester.indymedia.org/news/2005/12/2010.php">http://worcester.indymedia.org/news/2005/12/2010.php</a> </p><p>Agora Inc., Bill Bonner , Porter Stansberry , Jim Davidson and fraud </p><p><a href="http://richmond.indymedia.org/newswire/display/11263/index.php">http://richmond.indymedia.org/newswire/display/11263/index.php</a> </p><p>Ralph Lambiase,NASAA : James Dale Davidson invented 'anti-naked shorting' scam </p><p><a href="http://cleveland.indymedia.org/news/2005/11/17974.php">http://cleveland.indymedia.org/news/2005/11/17974.php</a> </p><p>Did Judge Ken Reilly and Houston attorney John O'Quinn aid terrorists ? </p><p><a href="http://www.ntimc.org/newswire.php?story_id=3160">http://www.ntimc.org/newswire.php?story_id=3160</a> </p><p>Houston attorneys John O'Quinn,Wes Christian aid massive penny stock fraud </p><p><a href="http://okimc.org/newswire.php?story_id=1289">http://okimc.org/newswire.php?story_id=1289</a> </p><p>Will Houston's McConnell &amp; Jones LLP cover up EVSC fraud as Charles Schwab did or resign ? </p><p><a href="http://www.ntimc.org/newswire.php?story_id=3191">http://www.ntimc.org/newswire.php?story_id=3191</a> </p><p>James J. Angel,Georgetown University,lap dancers and cyber fraud mafia </p><p><a href="http://www.phillyimc.org/en/2005/11/17174.shtml">http://www.phillyimc.org/en/2005/11/17174.shtml</a></p><p>Is Lycos RagingBull, Waltham,Ma. profiting from penny stock scams,money laundering </p><p><a href="http://chapelhill.indymedia.org/news/2005/11/17075.php">http://chapelhill.indymedia.org/news/2005/11/17075.php</a> </p><p />

<p>Should the CIA be allowed to both invest in U.S. SECURITIES AND 'ANTI-MONEY LAUNDERING' TECHNOLOGY OR A COMPANY INVOLVED IN 'AML' THAT COULD BE USED BOTH TO DETECT UNUSUAL ACTIVITIES IN STOCKS BUT ALSO TO COVER IT UP ? NOTE,MANTAS WAS IN CHARGE OF CHARLES SCHWAB'S ANTI-MONEY LAUNDERING OPS WHEN JAMES DALE DAVIDSON OF AGORA INC.,BALTIMORE AND THE BELTWAY'S FAR RIGHT NATIONAL TAXPAYERS UNION PROMOTED THE FRAUDULENT ENDOVASC OF MONTGOMERY, TEXAS THROUGH AGORA INC.'S 'VANTAGE POINT' AND MILLIONS OF SHARES WERE DUMPED FROM A SCHWAB ACCOUNT.(I.E.ILLEGAL PUMP AND DUMP SCAM.)</p> <!--break--><p></p> <p>Does CIA have a stake in Mantas ? </p> <p>Below is from my indymedia article,'Mantas Inc, Herndon, Va, Pro-Money Laundering Arm of International Bankers, Brokers', as well as a link to SRA International website explaining its links to both the CIA as well as Mantas Inc.'anti-money laundering ' experts who should have detected both the illegal pump and dump of Endovasc as well as all those other U.S.penny stock transactions from its client Charles Schwab's LOM account but didn't.Is there a conflict of interest here and is Mantas Inc. and the CIA 's interest really in protecting American investors and preventing money laundering or not ? </p> <p></p> <p>Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers... <br />by Tony Ryals Monday December 19, 2005 at 01:22 PM <br />endoscam (at) lycos.com </p> <p>Mantas Inc. whose expertise is supposedly anti-money laundering has allowed untold millions or perhaps billions of laundered dollars go unchecked by criminals or even possibly terrorists through our banking , brokerage and market maker systems and the promotion of Endovasc penny stock by Agora Inc. of Baltimore followed by massive dumping of 'up to 30 million shares' from a Charles Schwab account is proof but still not even the tip of the 'share-money laundering' iceberg they are apparently paid to ignore. Charles Schwab sold their corrupt market maker business to UBS not long after that and many other illegal pump and dump schemes in partnership with LOM of Bermuda.Mantas Inc.was rewarded for not doing its supposed job of guarding against money laundering and illegal pump and dump activities by being contracted to oversee the supposed 'anti-money laundering' activities of UBS who bought Charles Schwab's market maker business.It should come as no surprise unfortunately that the CIA's In-Q-Tel has been an investor in SRA International, Inc (NYSE:SRX), and that its other parent company Safeguard Scientifics, Inc. (NYSE:SFE) actually shows every indication of having been an illegal pump and dump itself having been promoted even by Agora Inc. in the past to near $100 per share a few years back to having become a penny stock today . </p> <p>Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers,Market Makers.. </p> <p>NASAA:Agora Inc.'s James Dale Davidson created the 'anti-naked short selling' scam </p> <p><a href="http://kcindymedia.org/newswire/display/5838/index.php">http://kcindymedia.org/newswire/display/5838/index.php</a> </p> <p></p> <p>SRA,Mantas,and CIA <br />by Tony Ryals Wednesday December 21, 2005 at 10:22 AM <br />endoscam (at) lycos.com </p> <p>Below are quotes from SRA INTERNATIONAL (SRX)the founder of Mantas LLC explaining both its relation to CIA as well as Mantas LLC which was indeed transfer officially to Safeguard Scientifics or SRE sometime later with SRA International maintaining an ongoing interest in the supposed 'anti-money laundering' corporation.The appropriate Google cache link that color highlights SRA International,CIA,and Mantas is below the quotes.: </p> <p></p> <p>''Through a partnership with In-Q-Tel, a Central Intelligence Agency(CIA) funded venture capital <br />firm, we employ 'NetOwl' text mining technology to support user functions including information retieval for a daily briefing of world events....'' </p> <p>''On Decenber 15,2000 the company formed a wholly owned subsidiary, Mantas LLC,with the expectation that the Company would soon transfer its Mantas its service offering consisting of contracts,people,and intellectual property to Mantas and a thrird party investor would purchase an equity interest in Manas LLC for cash.....'' </p> <p><a href="http://64.233.187.104/search?q=cache:fvdzE_ppQJcJ:http://www.sra.com/uploadedFiles/sra_2002ar.pdf+sra+international+mantas+inc+cia&amp;hl=en">http://64.233.187.104/search?q=cache:fvdzE_ppQJcJ:http://www.sra.com/uploadedFiles/sra_2002ar.pdf+sra+international+mantas+inc+cia&amp;hl=en</a> </p> <p>Now this from an anonymous poster 'Welshing' on offshorebusiness.com message board explains that SRA International was coincidentally promoted by an offshore boiler room operation Bellador Group,(Kuala Lumpur,Dubai, etc.),whose main business is selling <br />U.S.penny stocks such as Endovasc of Montgomery, Texas who defrauded me with a Stanford patent,etc. and a fraudulent claim of being 'naked shorted' to cover up the unregistered and unaudited shares they dump around the qworld while the SEC coincidentally, looks the other way. </p> <p>One wonders if there is not perhaps a Bellador Group,CIA connection. Below from offshorebusiness <br />message board: </p> <p>Re: Bellador Group <br />By By: welshing on 11/19/2004 4:39:08 PM </p> <p>L&amp;G(Arizona law firm Logan&amp;Goetas) write: <br />“Bellador's directors, not the company itself, have invested in some companies funded by its clients”. <br />This seems indeed to be the case, according to the info below, plucked from SEC filings where they figure. The company (Bellador) does not need to invest in the companies funded by its clients in order to function in the way it does (i.e. stock placement, as opposed to stock purchase). Commission only on stock sold following the cold-calling campaign. You can see below how they can offer "clients" a discount on the bid price. </p> <p>The 3 companies, American Soil, Biophan and China Wireless appear to be the only ones associated with Bellador through SEC filings. Others may have been pre-IPO or via a third party. </p> <p>The promotion by Bellador of Endovasc in 2002 obviously followed a SEC-free route in terms of how Bellador earned its commission. L&amp;G state in the message they posted to KYC and copied here that “Anyone (who doubts this) can call Endovasc and speak with CFO Dwight Cantrell or Vice President for Business Development, Rob Johnson, about their high regard for Bellador and its directors”. So, assuming that is the case, both Cantrell and Johnson sound pleased with the level of service offered by Bellador. </p> <p>The Bellador web site lists the following as previous recommendations: <br />InforMax Inc., Possis Medical, Allied Healthcare International Inc., SureBeam Corporation, Rite Aid Corporation, Hybridon Inc., CITA BioMedical, SRA International Inc., Biophan Technologies Inc. </p> <p>While American Soil may be too recent for inclusion, 2 notable absentees are Endovasc and China Wireless. </p> <p>Also remarkable (and amusing) is how Peter Taylor, Director of Bellador, seems to be trying to throw us off the scent (in his KYC board messages) by writing in a style that would be more typical of someone who left school age 12. </p> <p>Excerpts from </p> <p>Bellador deal with American Soil: <br />American Soil Technologies Inc · 10QSB · For 6/30/4 · EX-10.2 <br />STOCK PLACEMENT AGREEMENT </p> <p>DATED JULY 16, 2004 </p> <p>FOR </p> <p>AMERICAN SOIL TECHNOLOGIES, INC.'S <br />COMMON STOCK <br />STOCK PLACEMENT AGREEMENT </p> <p>STOCK PLACEMENT AGREEMENT (the "Agreement"), dated as of July ___, 2004 between <br />AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation having offices at 12224 <br />Montague Street, Pacoima, California 91331 (the "Company"), and Bellador <br />Advisory Services (Labuan) Ltd. a Malaysian business company licensed as a fund <br />manager in Labuan, the registered address of which is Level 6, Wisma Oceanic, <br />Jalan OKK Awang Besar, 87007 W P Labuan, East Malaysia, Malaysia, the investment <br />advisor of its clients (sometimes referred to as "Bellador") who shall be <br />purchasers of the securities. Company and Bellador shall sometimes be <br />collectively referred to as the "Parties." </p> <p>RECITALS: </p> <p>WHEREAS, Bellador has examined the business and financial records of <br />Company and has relied upon the information and representations provided by the <br />Company herein, and </p> <p>WHEREAS, Bellador has decided to recommend the Company to Bellador's <br />clients as an investment, and </p> <p>WHEREAS, the Parties intend for this Agreement to set forth their <br />understanding of the terms and conditions of both phases of funding and <br />acknowledge that Bellador will be raising funds for the Company from clients <br />outside of the United States, and </p> <p>WHEREAS, Bellador agrees that it will only recommend investment in the <br />Company to Bellador's clients outside the United States only to those clients <br />that are not "U.S. Persons" as defined in SECTION 1.4(F) and after providing all <br />such clients with information about the Company that has been approved by the <br />Company and the attorneys for the Company. </p> <p>IT IS, THEREFORE, HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: </p> <p>ARTICLE I. </p> <p>PURCHASE, SALE AND TERMS OF SHARES </p> <p>1.1. THE SHARES. The Company agrees to issue and sell to Bellador's clients <br />(sometimes referred to collectively as "Purchasers" and individually as <br />"Purchaser") in an offshore transaction negotiated outside the United States and <br />to be consummated outside the United States. In consideration of and in express <br />reliance upon the representations, warranties, covenants, terms and conditions <br />of this Agreement, Bellador agrees to recommend that its clients evaluate the <br />opportunity to purchase from the Company shares (the "Shares") of the Company's <br />Common Stock. Shares will be sold by the Company to Bellador's clients for the <br />previous trading day's closing bid price of the Company's shares of Common Stock <br />as quoted on the OTC Bulletin Board (the "OTCBB") immediately preceding the date <br />on which the Purchaser makes a firm commitment to purchase such Shares, which <br />shall be confirmed in writing by Bellador to Purchaser, and the Company shall <br />receive the previous trading day's last bid for its shares from time to time, <br />and, after all expenses of the transaction, including legal, due diligence, <br />accounting, marketing and consulting fees, the Company shall net no less than <br />50% of the closing bid price. If the Company becomes listed on another United <br />States stock exchange or public trading market on which the shares of the <br />Company trade, the price shall be fixed in an amount equal to the previous <br />trading day's last trade during hours that the market was open and not based <br />upon after-hours trading. </p> <p>1.2. SUBSCRIPTION FOR SHARES; CLOSING. Bellador shall deliver to the <br />Company a subscription agreement ("Subscription Agreement") completed in full <br />and signed by each potential Purchaser of Shares. After the Company accepts <br />subscriptions, the closing of the purchases of the Shares will take place in <br />Phoenix, Arizona, using the services of Arizona Escrow &amp; Financial Corporation <br />("Escrow Agent"), a licensed Arizona escrow company. At each closing, the <br />Purchaser will cause immediately available funds to be delivered to the Escrow <br />Agent and Company shall deliver the share certificate(s) and/or other securities <br />that may be purchased to the Escrow Agent according to the terms of the Escrow <br />Agreement (a copy of which is attached hereto as EXHIBIT A). If the Company has <br />not had the opportunity to fully review the Subscription Agreement or any other <br />Transaction Documents related to any such purchase before the Closing with <br />Escrow Agent, the Company shall notify Bellador that such closing remains <br />"subject to" the Company's review of any documents that have not yet been <br />delivered to and examined by the Company, in which case Bellador will hold the <br />certificate(s) for such Shares pending the Company's review of such documents. <br />Once the Company has completed its review, it will promptly notify Bellador that <br />it either (a) accepts such subscription, in which case Bellador shall promptly <br />release such certificate(s) to the Purchaser; or (b) rejects such subscription, <br />in which case (i) the Company shall promptly refund the purchase price for such <br />Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be, <br />shall promptly return the certificate(s) for such Shares to the Company. </p> <p>1.3 COVENANT OF BEST EFFORTS. Subject to the rights of each party to <br />terminate this Agreement as provided in SECTION 1.5 below, Bellador agrees to <br />use its best efforts to arrange for up to $3,500,000 (U.S.) of net funding to <br />Company on or before May 31, 2005, until the funds have been delivered to <br />Company or one of the Parties has terminated this Agreement. <br />(a) ACCESS TO INFORMATION. Bellador, in making its recommendation to <br />prospective Purchasers regarding the decision to purchase the Shares, has relied <br />and will rely upon independent investigations made by it and/or its <br />representatives that were based upon information, documents and representations <br />by the Company. Reports based upon such information have been and will be <br />prepared by Bellador and submitted to the Company and its legal counsel for <br />approval. Bellador will not submit reports or other information on the Company <br />to its clients regarding potential purchases of the Company's Shares without <br />obtaining prior approval of the materials by the Company. Each Purchaser and/or <br />its representatives during the course of this transaction, and prior to the </p> <p>purchase of any Shares, will have had the opportunity to ask questions of and <br />receive answers from the management of the Company concerning the terms and <br />conditions of the offering of the Shares and to receive any additional <br />information, documents, records and books relative to its business, assets, <br />financial condition, results of operations and liabilities (contingent or <br />otherwise) of the Company. </p> <p>(b) SOPHISTICATION AND KNOWLEDGE. Each Purchaser and/or its <br />representatives will have such knowledge and experience in financial and <br />business matters that such Purchaser can represent himself/herself/itself and <br />will be capable of evaluating the merits and risks of the purchase of the <br />Shares. Each Purchaser will be instructed not to rely on the Company with <br />respect to the tax and other economic considerations of an investment in the <br />Shares, and each Purchaser will be instructed to rely on the advice of, or to <br />consult with, only the Purchaser's own advisor(s). The Purchasers shall be <br />required to represent that he/she/it has not been organized for the purpose of <br />acquiring the Shares in a signed Subscription Agreement. </p> <p>(c) ACKNOWLEDGEMENT OF RISK. Each Purchaser will acknowledge in <br />his/her/its Subscription Agreement that the purchase of the Shares involves a <br />high degree of risk and further acknowledge that he/she/it can bear the economic <br />risk of the purchase of the Shares, including the total loss of its investment. <br />Each Purchaser will acknowledge in his/her/its Subscription Agreement that <br />he/she/it has no present need for liquidity in connection with its purchase of <br />the Shares. </p> <p>(d) NO PUBLIC SOLICITATION. Each Purchaser will acknowledge in <br />his/her/its Subscription Agreement that he/she/it is not subscribing for the <br />Shares as a result of or subsequent to any advertisement, article, notice or <br />other communication published in any newspaper, magazine or similar media or <br />broadcast over television or radio, or presented at any seminar or meeting, or <br />any solicitation of a subscription by a person not previously known to the <br />Purchaser in connection with investments in securities generally. Bellador has <br />not engaged and will not engage in any "Directed Selling Efforts in the U.S." as <br />defined in Regulation S promulgated by the SEC under U.S. securities laws. </p> <p>(e) AUTHORITY. Bellador has full right and power to enter into and <br />perform pursuant to this Agreement. This Agreement constitutes Bellador's valid <br />and legally binding obligation, enforceable in accordance with its terms. <br />Bellador is authorized, licensed and otherwise duly qualified to give investment <br />advice to its clients under the laws of Labuan. Bellador agrees to comply with <br />the laws of any jurisdiction in which it contacts clients regarding this <br />opportunity. </p> <p>(f) REGULATION S EXEMPTION. Bellador understands and will require each <br />Purchaser to acknowledge in writing that the Shares are being offered and sold <br />to it in reliance on an exemption from the registration requirements of United <br />States federal and state securities laws under Regulation S promulgated under <br />the Securities Act of 1933 (the "Securities Act") and that the Company is <br />relying upon the truth and accuracy of the representations, warranties, <br />agreements, acknowledgments and understandings of such Purchaser set forth in <br />his/her/its Subscription Agreement in order to determine the applicability of <br />such exemptions and the suitability of the Purchaser to acquire the Shares. In <br />regard to Shares sold pursuant to the Regulation S exemption, Bellador <br />represents, warrants and agrees that: </p> <p>(i) No Purchaser will be a U.S. Person (as defined below) or an <br />affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. A <br />U.S. Person means any one of the following: </p> <p>(A) Any natural person residing in the United States of America; </p> <p>(B) Any partnership or corporation organized or incorporated <br />under the laws of the United States of America; </p> <p>(C) Any estate of which any executor or administrator is a U.S. <br />person; </p> <p>(D) Any trust of which any trustee is a U.S. person; </p> <p>(E) Any agency or branch of a foreign entity located in the <br />United States of America; </p> <p>(F) Any non-discretionary account or similar account (other than <br />an estate or trust) held by a dealer or other fiduciary for the <br />benefit or account of a U.S. person; </p> <p>(G) Any discretionary account or similar account (other than an <br />estate or trust) held by a dealer or other fiduciary organized, <br />incorporated or (if an individual) resident in the United States of <br />America; and </p> <p>(H) Any partnership or corporation if: </p> <p>(1) Organized or incorporated under the laws of an foreign <br />jurisdiction; and </p> <p>(2) Formed by a U.S. person principally for the purpose of <br />investing in securities not registered under the Securities Act, <br />unless it is organized or incorporated, and owned, by accredited <br />investors (as defined in Rule 501(a) under the Securities Act) <br />who are not natural persons, estates or trusts. <br />(ii) At the time of the origination of contact concerning this <br />Agreement and the date of the execution and delivery of this Agreement, Bellador <br />was outside of the United States and has agreed to limit its communications <br />about the Shares to clients who are non-U. S. Persons. </p> <p>(iii) Each Purchaser will be required to agree in writing that <br />he/she/it shall not, during the period commencing on the date of issuance of the <br />Shares and ending on the first anniversary of such date, or such shorter period <br />as may be permitted by Regulation S or other applicable securities law, <br />including any registration of the Shares, below (the "Restricted Period"), <br />offer, sell, pledge or otherwise transfer the shares in the United States, or to <br />a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a <br />manner that is not in compliance with Regulation S. </p> <p>(iv) Each Purchaser will be required to agree in writing that he/she/it <br />shall, after expiration of the Restricted Period, offer, sell, pledge or <br />otherwise transfer the Shares only pursuant to registration under the Securities <br />Act or an available exemption therefrom and in accordance with all applicable <br />state and foreign securities laws. </p> <p>(v) Each Purchaser shall be required to represent in writing that <br />he/she/it has not in any jurisdiction engaged in, and prior to the expiration of <br />the Restricted Period will not engage in, any short selling of or any hedging <br />transaction with respect to any of the shares of Company's common stock, <br />including without limitation, any put, call or other option transaction, option <br />writing or equity swap. </p> <p>(vi) Each Purchaser shall be required to represent in writing that <br />neither he/she/it nor any person acting on his/her/its behalf has engaged, nor <br />will engage, in any directed selling efforts to U.S. Persons with respect to the <br />Shares and the Purchaser and any person acting on its behalf has and will comply <br />with the "offering restrictions" requirements of Regulation S under the <br />Securities Act. <br />vii) The transactions contemplated by this Agreement have not been <br />pre-arranged with a buyer located in the United States or with a U.S. Person, <br />and are not part of a plan or scheme to evade the registration requirements of <br />the Securities Act. </p> <p>(viii) Neither Bellador nor any person acting on its behalf has <br />undertaken or carried out any activity for the purpose of, or that could <br />reasonably be expected to have the effect of, conditioning the market in the <br />United States, its territories or possessions, for any of the Shares. Bellador <br />agrees not to cause any advertisement of the Shares to be published in any <br />newspaper or periodical or posted in any public place and not to issue any <br />circular relating to the Shares in the U.S. or its territories and only in <br />compliance with any local applicable securities laws. </p> <p>(ix) Each certificate representing the Shares shall be endorsed with <br />the following legends: </p> <p>(a) THESE SECURITIES ARE NOT REGISTERED WITH THE UNITED STATES <br />SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, IN <br />RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S <br />PROMULGATED UNDER THE SECURITIES ACT. TRANSFER IS PROHIBITED EXCEPT IN <br />ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO <br />REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE <br />EXEMPTION FROM REGISTRATION; AND HEDGING TRANSACTIONS INVOLVING THESE <br />SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE <br />SECURITIES ACT. </p> <p>(b) Any other legend required to be placed thereon by applicable <br />federal or state securities laws. <br />3.5 APPROVAL OF PURCHASERS' LEGAL COUNSEL FOR RESTRICTED SECURITIES OPINION <br />LETTERS. Company acknowledges that each Purchaser may use the services of Logan <br />&amp; Geotas, PLC, of Phoenix, Arizona, as legal counsel to determine whether, after <br />the required holding period, each proposed sale of the shares purchased under <br />this Agreement pursuant to Regulation S may be sold in compliance with Rule 144 <br />and, if so, to issue an appropriate opinion letter. The Company agrees the <br />opinion letter forms attached hereto as EXHIBIT B are approved as the forms to <br />be used by Logan &amp; Geotas for such purposes. </p> <p>3.7 ALLOCATION OF PROCEEDS FROM SALES OF THE SHARES. The Company and <br />Bellador agree as follows with respect to the Company's allocation of proceeds <br />from sales of the Shares: </p> <p>(a) Marketing and sales: $720,000; </p> <p>(b) General and administrative: $1,300,000, </p> <p>(c) Inventory and development: $1,000,000; </p> <p>(d) The Company shall set aside up to a maximum of $480,000, from <br />proceeds of sales of the Shares in order to fund the retention of an investor <br />relations firm and a public relations firm and to otherwise conduct investor <br />relations activity pursuant to SECTION 3.3. The Company shall provide a monthly, <br />written report of its investor relations and public relations efforts and <br />expenses to Bellador. </p> <p>… IN WITNESS WHEREOF, the parties hereto have caused this Stock Placement <br />Agreement to be executed as of the date first above written. . </p> <p>AMERICAN SOIL TECHNOLOGIES, INC. </p> <p>/s/ Carl Ranno <br />------------------------- <br />By: Carl Ranno <br />Its: President </p> <p>BELLADOR ADVISORY SERVICES (LABUAN) LTD. </p> <p>/s/ James Kirby <br />------------------------- <br />By: James Kirby <br />Its: Director </p> <p>Bellador and Biophan: </p> <p>Exhibit 10.11 </p> <p>BioPhan Technologies Inc. </p> <p>Financial Accommodations Agreement </p> <p>Bellador (Labuan) Ltd Date: July 1, 2002 </p> <p>Gentlemen: </p> <p>The undersigned as a duly authorized officer's or agent's of Bellador <br />(Labuan) Ltd., a company incorporated in Malaysia hereby states and agrees <br />on behalf of BELLADOR (LABUAN) LTD., as follows: </p> <p>BELLADOR (LABUAN) LTD., understands that BioPhan Technologies Inc., a <br />corporation organized under the laws of the State of Nevada, U.S.A. (the <br />"Company"), is making available, pursuant to the exemption from <br />registration provided under Regulation S promulgated by the United States <br />Securities and Exchange Commission (the "SEC") under the Securities Act of <br />1933, as amended (the "1933 Act"), up to 1,000,000 restricted shares of its <br />$.005 par value Common Stock (the "Restricted Shares"). At the Company's <br />election, it may increase the number of Restricted Shares to 3,000,000. </p> <p>In acknowledgement of the foregoing and upon the representations appearing <br />hereinafter, BELLADOR (LABUAN) LTD., hereby agrees to offer the Restricted <br />Shares (the "Shares") to their clients (the "Clients"), at such times and <br />in such numbers of the Shares as shall be determined by BELLADOR (LABUAN) <br />LTD., and with reference to clauses 4 (c) and 4 (d) herein, at a price per <br />Share equal to the reported closing trading price; (i.e. Bid Price) of the <br />Company's shares on the most recent day, prior to the date of the sale of <br />Shares, upon which the Company's shares traded on the OTC Bulletin Board. <br />BELLADOR (LABUAN) LTD., Each Client purchasing Shares shall deliver a <br />subscription agreement along with the purchase price for the Shares, <br />together with a transaction fee of 0.75% or a minimum of $75.00 in US <br />dollars to the Company. The Company agrees to issue to BELLADOR (LABUAN) <br />LTD., restricted common shares valued on the same basis in the equivalent <br />amount of 10 (ten) percent of the value of any Shares so placed by BELLADOR <br />(LABUAN) LTD; the Company will remit to BELLADOR (LABUAN) LTD. additional <br />compensation for the services provided a cash amount equal to 35% of the <br />amount BELLADOR (LABUAN) LTD's clients paid for the shares, plus the <br />relevant transaction fee less any related bank clearance fees. Funds due to <br />BELLADOR (LABUAN) LTD., will be remitted by the Company to BELLADOR <br />(LABUAN) LTD. or its nominees, on a weekly basis. Upon acceptance by the <br />Company, BELLADOR (LABUAN) LTD will hereby confirm its intent to <br />encourage Clients to become a shareholder of the Company. In order to <br />induce the Company to accept its offer, BELLADOR (LABUAN) LTD., advises as <br />follows: </p> <p>1 Receipt of Information ; BELLADOR (LABUAN) LTD., acknowledges that it <br />has received and has carefully reviewed the Company's annual report on Form <br />10-K for the fiscal year ended February 28, 2002 and the report on Form 10- <br />Q for the quarters ended May 31, August 31 and November 30, 2001 (the <br />"Reports"). </p> <p>2 Availability of Information; BELLADOR (LABUAN) LTD., hereby <br />acknowledges that the Company has made available to it the opportunity to <br />ask questions of, and receive answers from, the Chief Executive Officer of <br />the Company, and any other person or entity acting on behalf of the Company <br />as requested by BELLADOR (LABUAN) LTD., concerning the terms and conditions <br />of the offering and the materials and information contained in the Reports, <br />and to obtain any additional information requested by BELLADOR (LABUAN) <br />LTD., to the extent the Company possesses such information or can acquire <br />it without unreasonable effort or expense, as it may deem necessary to <br />verify the accuracy of the information provided by the Company or any such <br />person or entity. </p> <p>3 Representations, Warranties and Covenants; BELLADOR (LABUAN) LTD., <br />represents and warrants to the Company (and understands and acknowledges <br />that the Company is relying on the accuracy and completeness of such <br />representations and warranties in connection with the availability of an <br />exemption for the offer and sale of the Shares from the registration <br />requirements of the U.S. securities laws) that: </p> <p>a) BELLADOR (LABUAN) LTD., understands and agrees that the Shares <br />have not been registered under the 1933 Act, or the securities <br />laws of any other jurisdiction and will be deemed "restricted <br />securities" as defined in Rule 144 under 1933 Act. </p> <p>b) BELLADOR (LABUAN) LTD., understands and agrees that, if this <br />Finance Agreement is accepted and the Shares are sold to BELLADOR <br />(LABUAN) LTD., Clients, such sales will be pursuant to the <br />exemption from the 1933 Act's registration requirement provided in <br />Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from <br />selling or otherwise disposing of the Shares except in accordance <br />with Regulation S which imposes, among other things, the resale <br />restrictions specified in Rule 144 promulgated under the 1933 Act, <br />or pursuant to another available exemption from registration, and <br />the shares will continue to be deemed restricted securities <br />notwithstanding that they were acquired in a transaction pursuant <br />to Regulation S. </p> <p>c) BELLADOR (LABUAN) LTD., understands and agrees that hedging <br />transactions involving the Shares may not be conducted unless in <br />compliance with the 1933 Act. </p> <p>d) BELLADOR (LABUAN) LTD., understands and agrees that the Company <br />may lodge stop transfer instructions with its transfer agent in <br />order to restrict the transfer of the Shares in accordance with <br />the foregoing representations, and that the certificates <br />representing the Shares will contain a legend restricting transfer <br />as prescribed by Section 903(b)(3) of Regulation S. </p> <p>e) BELLADOR (LABUAN) LTD., understands and agrees that Clients are <br />not "U.S. Persons" as that term is defined in Regulation S and <br />that no offer or sale shall be made to any US resident or citizen <br />or Canadian resident or citizen. </p> <p>f) BELLADOR (LABUAN) LTD., understands and agrees that Clients will <br />always reside and be located outside the U.S. at the time of both <br />the offer and sale of the Shares and that there will be no <br />directed selling efforts in the US or Canada. </p> <p>g) BELLADOR (LABUAN) LTD., understands and agrees that Clients are <br />not purchasing the Shares as a part of any plan or scheme to evade <br />the registration requirements of the 1933 Act. BELLADOR (LABUAN) <br />LTD. and that Clients are buying for investment and not for resale <br />in the United States, except in accordance with Rule 144 or any <br />other exemption from registration. </p> <p>h) BELLADOR (LABUAN) LTD., understands and agrees that Clients have <br />an interest only in part with respect to this Finance Agreement <br />Clients are not acquiring the Shares, or any part of them, for the <br />account or benefit of a U.S. person or US or Canadian resident or <br />citizen, and that No buyer at the time of the order or sale shall <br />be in the US and BELLADOR (LABUAN) LTD., must in good faith so <br />believe. </p> <p>i) In the event BELLADOR (LABUAN) LTD., distributes any portion of <br />the Shares subscribed for hereby to any distributor, dealer or <br />other person receiving any selling concession, fee or other <br />remuneration, prior to the expiration of a one-year distribution <br />compliance period, BELLADOR (LABUAN) LTD., agrees that it will <br />send a written confirmation or other notice to such purchaser <br />stating that such purchaser is subject to the same restrictions on <br />offers and sales that apply to a distribution under Regulation S <br />and that the Shares acquired are subject to Rule 144 resale <br />restrictions. </p> <p>j) BELLADOR (LABUAN) LTD., understands and agrees that it shall have <br />sole responsibility for determining whether securities laws <br />registration or other procedures of any non-United States <br />jurisdiction or jurisdictions will be applicable to the <br />transactions contemplated herein, and shall take all steps <br />necessary to ensure compliance with any such applicable securities <br />laws and regulations and BELLADOR (LABUAN) LTD., shall have sole <br />responsibility for making any disclosures required by any non <br />United States jurisdiction. </p> <p>k) BELLADOR (LABUAN) LTD., agrees that it will not make any <br />representation to its Clients about BioPhan Technologies Inc., <br />without authorization from BioPhan Technologies Inc., BELLADOR <br />(LABUAN) LTD., agrees that it will indemnify and hold BioPhan <br />Technologies Inc., harmless in the event of any breach or <br />violation of any securities laws in any jurisdiction and all <br />activities undertaken pursuant to this agreement are at the sole <br />risk of BELLADOR (LABUAN) LTD. </p> <p>l) Neither BELLADOR (LABUAN) LTD., nor any affiliates of BELLADOR <br />(LABUAN) LTD., nor any person acting on its behalf, has engaged in <br />any (i) general solicitation or general advertising within the <br />meaning of Rule 502(c) under the 1933 Act or (ii) directed selling <br />efforts within the meaning of Rule 903 under Regulation S and <br />BELLADOR (LABUAN) LTD. has complied and will comply with the <br />offering restrictions of such Rule 903. </p> <p>4 Offering Procedure; BELLADOR (LABUAN) LTD., understands agrees that <br />this Financial Agreement is subject to each of the following terms and <br />conditions: </p> <p>a) The Company may reject this Financial Agreement for any reason, <br />and this Financial Accommodations Agreement shall become binding <br />upon the Company only when accepted, in writing, by the Company. </p> <p>b) If the Financial Agreement is rejected, all funds submitted hereby <br />will be returned to BELLADOR (LABUAN) LTD., Clients without <br />interest thereon or deduction there from. </p> <p>c) This Financial Agreement will have an initial term of three months <br />(the "Initial Term") but will automatically renew for successive <br />one month periods unless terminated pursuant to paragraph 4(e). </p> <p>d) Each order shall be accompanied by a subscription agreement in <br />form and substance satisfactory to BioPhan Technologies Inc.,, and <br />its acceptance shall be at the sole discretion of BioPhan <br />Technologies Inc. </p> <p>e) After the Initial Term, this Financial Agreement may be terminated <br />by either party with thirty (30) days notice to the other party. </p> <p>5 Payment; As payment for the subscription made hereby, BELLADOR (LABUAN) <br />LTD., Clients will tender to the Company, or its escrow agent as designate <br />by the Company, payment in U.S. Dollars, made to the order of BioPhan <br />Technologies Inc., or in such other form as may be acceptable to the <br />Company. Payment shall not be deemed completed until the money is <br />transferred to BioPhan's designated bank account. </p> <p>6 Rule 144 Restriction Statement; Upon acceptance by BioPhan Technologies <br />Inc., of a fully completed subscription agreement, BioPhan Technologies <br />Inc., will undertake to issue a "Statement" "In Letter Format attached to <br />the Share Certificate" that will advise BELLADOR (LABUAN) LTD., Clients <br />that the shares purchased will become freely tradable after the elapse of <br />the fifteen month hold restriction period in compliance with Rule 144. </p> <p>7 Share Certificates; BioPhan Technologies Inc., will provide share <br />certificates issued through a registered Stock Transfer Agent to BELLADOR <br />(LABUAN) LTD., Clients and to BELLADOR (LABUAN) LTD., within two weeks of <br />funds being received by the Company. </p> <p>Very truly yours, </p> <p>BioPhan Technologies Inc. </p> <p>/s/Michael L. Weiner <br />___________________________ <br />Michael L. Weiner <br />President and CEO </p> <p>Accepted and Agreed to: </p> <p>Bellador (Labuan) Ltd. </p> <p>/s/Peter Taylor /s/James Kirby <br />___________________________ ___________________________ <br />Peter Taylor James Kirby <br />Director Director </p> <p>Bellador and China Wireless <br />REGULATION S STOCK PURCHASE AGREEMENT, dated as of October 22, 2003 between <br />CHINA WIRELESS COMMUNICATIONS, INC., a Nevada corporation having offices at 1746 <br />Cole Boulevard, Suite 225, Golden, CO 80401-3210 (the "Company"), and Bellador <br />Advisory Services (Labuan) Ltd. a Malaysian international business company <br />licensed as a fund manager in Labuan, the registered address of which is 6th <br />Floor, West Block, Wisma Selangor Dredging, Jalan Ampang, 50450 Kuala Lumpor, <br />Malaysia the investment advisor of its clients (sometimes referred to as <br />"Purchasers' Advisor") who shall be purchasers of the securities. </p> <p>ARTICLE I. </p> <p>PURCHASE, SALE AND TERMS OF SHARES </p> <p>1.1. THE SHARES. The Company agrees to issue and sell to the <br />clients of Purchasers' Advisor in an offshore transaction negotiated outside the <br />U.S. and to be consummated and closed outside the U.S. and, in consideration of <br />and in express reliance upon the representations, warranties, covenants, terms <br />and conditions of this Agreement, the Purchasers' Advisor agrees to recommend <br />that its clients evaluate the opportunity to purchase from the Company shares <br />(the "Shares") of the Company's Common Stock. The Company shall be paid 50% of <br />the bid price of the Company's shares of Common Stock as quoted on the OTC <br />Bulletin Board (the "OTCBB") (or on such other United States stock exchange or <br />public trading market on which the shares of the Company trade if, at the time <br />of purchase, they are not trading on the OTCBB) immediately preceding the date <br />(the "Call Date") the purchase order (the "Purchase Notice") is received by the <br />Company (the "Purchase Price"). Subject to the rights of each party to terminate <br />this agreement as provided in Section 1.5 below, Purchasers' Advisor agrees to <br />make a good faith effort to provide $3,500,000 of net funding to Company on or <br />before the end of July 2004 according to the following schedule: Purchaser shall <br />make a good faith effort to provide (1) $250,000 of net proceeds to Company by <br />the end of November 2003; (2) $400,000 of net proceeds to Company by December <br />31, 2004 and (3) $350,000 or more of net proceeds every 30 days to Company <br />beginning January 15, 2004, until the funds that Purchasers' Advisor has agreed <br />to raise have been delivered to Company. </p> <p>Bellador Group boiler room of Kuala Lumpur,Dubai,etc.: </p> <p><a href="http://www.belladorgroup.com/default.aspx">http://www.belladorgroup.com/default.aspx</a> </p> <p></p> <p>Charles Schwab and Share-Money Laundering </p> <p><a href="http://sfbay.indymedia.org/news/2005/06/1747107.php">http://sfbay.indymedia.org/news/2005/06/1747107.php</a> </p> <p>Stanford University, C.Heeschen, J.Cooke, penny stock fraud money laundering </p> <p><a href="http://worcester.indymedia.org/news/2005/12/2010.php">http://worcester.indymedia.org/news/2005/12/2010.php</a> </p> <p>Agora Inc., Bill Bonner , Porter Stansberry , Jim Davidson and fraud </p> <p><a href="http://richmond.indymedia.org/newswire/display/11263/index.php">http://richmond.indymedia.org/newswire/display/11263/index.php</a> </p> <p>Ralph Lambiase,NASAA : James Dale Davidson invented 'anti-naked shorting' scam </p> <p><a href="http://cleveland.indymedia.org/news/2005/11/17974.php">http://cleveland.indymedia.org/news/2005/11/17974.php</a> </p> <p>Did Judge Ken Reilly and Houston attorney John O'Quinn aid terrorists ? </p> <p><a href="http://www.ntimc.org/newswire.php?story_id=3160">http://www.ntimc.org/newswire.php?story_id=3160</a> </p> <p>Houston attorneys John O'Quinn,Wes Christian aid massive penny stock fraud </p> <p><a href="http://okimc.org/newswire.php?story_id=1289">http://okimc.org/newswire.php?story_id=1289</a> </p> <p>Will Houston's McConnell &amp; Jones LLP cover up EVSC fraud as Charles Schwab did or resign ? </p> <p><a href="http://www.ntimc.org/newswire.php?story_id=3191">http://www.ntimc.org/newswire.php?story_id=3191</a> </p> <p>James J. Angel,Georgetown University,lap dancers and cyber fraud mafia </p> <p><a href="http://www.phillyimc.org/en/2005/11/17174.shtml">http://www.phillyimc.org/en/2005/11/17174.shtml</a></p> <p>Is Lycos RagingBull, Waltham,Ma. profiting from penny stock scams,money laundering </p> <p><a href="http://chapelhill.indymedia.org/news/2005/11/17075.php">http://chapelhill.indymedia.org/news/2005/11/17075.php</a> </p> <p></p>