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Published on 11/2/2006 in the Prospect News PIPE Daily.

New Issue: Aegis sells $1 million of convertible promissory notes

By Laura Lutz

Des Moines, Nov. 2 - Aegis Assessments, Inc. completed a private placement of 6% convertible secured promissory notes for $1 million, according to an 8-K filing with the Securities and Exchange Commission.

The three-year notes will be convertible at a conversion price equal to a percentage of the average of the lowest three intraday trading prices of the company's stock for the 20 trading days prior to the notice of conversion.

That percentage will be 50% at the closing of the placement, 55% if the company files its registration statement in the required time period and 60% if the registration statement becomes effective within the required time period.

The investors received warrants for 10 million shares, exercisable at $0.10 per share for seven years.

At the time of closing of the placement, the company also reached an agreement with institutional, accredited investors who purchased a total of $111,000 principal amount of promissory notes on Aug. 15.

Under the agreement, the company will roll the promissory notes plus a 20% premium, for a total of $133,200, into the notes involved in the current placement, in exchange for the investors waiving any defaults and penalties relating to the promissory notes.

Aegis is a Scottsdale, Ariz.-based homeland defense contractor.

Issuer:Aegis Assessments, Inc.
Issue:Convertible secured promissory notes
Amount:$1 million
Maturity:Three years
Coupon:6%
Price:Par
Yield:6%
Conversion price:50% to 60% of the lowest three intraday trading prices for the 20 trading days prior to conversion, depending on whether registration conditions are met
Warrants:For 10 million shares
Warrant expiration:Seven years
Warrant strike price:$0.10
Settlement date:Oct. 27
Stock symbol:Nasdaq: AGSI
Stock price:$0.045 at close Oct. 27

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