UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SPACEDEV, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
846241107
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2006
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd.
98-0337673
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,305,878 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,305,878 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,878 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Based on 29,507,191 shares of common stock of SpaceDev, Inc., a Colorado
corporation (the "Company") outstanding as disclosed in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2006. As of
December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the
"June Warrant") to acquire 200,000 Shares at an exercise price of $0.6095 per
Share for the first 125,000 Shares acquired thereunder, $0.6625 per Share for
the next 50,000 Shares acquired thereunder and $0.7685 per Share for the
remaining Shares acquired thereunder, subject in each case to certain
adjustments, (ii) a warrant (the "Second June Warrant") to acquire 50,000 Shares
at an exercise price of $0.6625 per share, (iii) 248,460 Series C Preferred
Shares, par value $0.001 and stated value $10 per share (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per Share, (iv) 257,778 Series D Preferred Shares (the "Series D
Preferred" and together with the Series C Preferred, the "Preferred") of the
Company convertible into Shares at a fixed conversion price of $1.48 per share;
(v) a warrant (the "August Warrant") to acquire 487,000 Shares at an exercise
price of $1.77 per share, (vi) a warrant (the "October Warrant" and together
with the June Warrant, the August Warrant and the October Warrant, the "Early
Warrants") to acquire 450,000 Shares at an exercise price of $1.93 per Share;
(vii) a warrant (the "January Warrant") to acquire 639,203 Shares at an exercise
prices of $1.51 per Share and (viii) 2,305,878 Shares. Each of the Early
Warrants and the Preferred contains an issuance limitation prohibiting the Fund
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Fund of more than 4.99% of the Shares then issued
and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains
an issuance limitation currently prohibiting the Fund from exercising that
Security to the extent that such exercise would result in beneficial ownership
by the Fund of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the
"Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon
at least 61 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). The Fund is
managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through
other entities, are the controlling principals of Laurus Capital Management, LLC
and share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,305,878 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,305,878 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,878 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
----------
* Based on 29,507,191 shares of common stock of SpaceDev, Inc., a Colorado
corporation (the "Company") outstanding as disclosed in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2006. As of
December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the
"June Warrant") to acquire 200,000 Shares at an exercise price of $0.6095 per
Share for the first 125,000 Shares acquired thereunder, $0.6625 per Share for
the next 50,000 Shares acquired thereunder and $0.7685 per Share for the
remaining Shares acquired thereunder, subject in each case to certain
adjustments, (ii) a warrant (the "Second June Warrant") to acquire 50,000 Shares
at an exercise price of $0.6625 per share, (iii) 248,460 Series C Preferred
Shares, par value $0.001 and stated value $10 per share (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per Share, (iv) 257,778 Series D Preferred Shares (the "Series D
Preferred" and together with the Series C Preferred, the "Preferred") of the
Company convertible into Shares at a fixed conversion price of $1.48 per share;
(v) a warrant (the "August Warrant") to acquire 487,000 Shares at an exercise
price of $1.77 per share, (vi) a warrant (the "October Warrant" and together
with the June Warrant, the August Warrant and the October Warrant, the "Early
Warrants") to acquire 450,000 Shares at an exercise price of $1.93 per Share;
(vii) a warrant (the "January Warrant") to acquire 639,203 Shares at an exercise
prices of $1.51 per Share and (viii) 2,305,878 Shares. Each of the Early
Warrants and the Preferred contains an issuance limitation prohibiting the Fund
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Fund of more than 4.99% of the Shares then issued
and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains
an issuance limitation currently prohibiting the Fund from exercising that
Security to the extent that such exercise would result in beneficial ownership
by the Fund of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the
"Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon
at least 61 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). The Fund is
managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through
other entities, are the controlling principals of Laurus Capital Management, LLC
and share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,305,878 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,305,878 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,878 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Based on 29,507,191 shares of common stock of SpaceDev, Inc., a Colorado
corporation (the "Company") outstanding as disclosed in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2006. As of
December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the
"June Warrant") to acquire 200,000 Shares at an exercise price of $0.6095 per
Share for the first 125,000 Shares acquired thereunder, $0.6625 per Share for
the next 50,000 Shares acquired thereunder and $0.7685 per Share for the
remaining Shares acquired thereunder, subject in each case to certain
adjustments, (ii) a warrant (the "Second June Warrant") to acquire 50,000 Shares
at an exercise price of $0.6625 per share, (iii) 248,460 Series C Preferred
Shares, par value $0.001 and stated value $10 per share (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per Share, (iv) 257,778 Series D Preferred Shares (the "Series D
Preferred" and together with the Series C Preferred, the "Preferred") of the
Company convertible into Shares at a fixed conversion price of $1.48 per share;
(v) a warrant (the "August Warrant") to acquire 487,000 Shares at an exercise
price of $1.77 per share, (vi) a warrant (the "October Warrant" and together
with the June Warrant, the August Warrant and the October Warrant, the "Early
Warrants") to acquire 450,000 Shares at an exercise price of $1.93 per Share;
(vii) a warrant (the "January Warrant") to acquire 639,203 Shares at an exercise
prices of $1.51 per Share and (viii) 2,305,878 Shares. Each of the Early
Warrants and the Preferred contains an issuance limitation prohibiting the Fund
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Fund of more than 4.99% of the Shares then issued
and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains
an issuance limitation currently prohibiting the Fund from exercising that
Security to the extent that such exercise would result in beneficial ownership
by the Fund of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the
"Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon
at least 61 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). The Fund is
managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through
other entities, are the controlling principals of Laurus Capital Management, LLC
and share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,305,878 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,305,878 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,520 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Based on 29,507,191 shares of common stock of SpaceDev, Inc., a Colorado
corporation (the "Company") outstanding as disclosed in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2006. As of
December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the
"June Warrant") to acquire 200,000 Shares at an exercise price of $0.6095 per
Share for the first 125,000 Shares acquired thereunder, $0.6625 per Share for
the next 50,000 Shares acquired thereunder and $0.7685 per Share for the
remaining Shares acquired thereunder, subject in each case to certain
adjustments, (ii) a warrant (the "Second June Warrant") to acquire 50,000 Shares
at an exercise price of $0.6625 per share, (iii) 248,460 Series C Preferred
Shares, par value $0.001 and stated value $10 per share (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per Share, (iv) 257,778 Series D Preferred Shares (the "Series D
Preferred" and together with the Series C Preferred, the "Preferred") of the
Company convertible into Shares at a fixed conversion price of $1.48 per share;
(v) a warrant (the "August Warrant") to acquire 487,000 Shares at an exercise
price of $1.77 per share, (vi) a warrant (the "October Warrant" and together
with the June Warrant, the August Warrant and the October Warrant, the "Early
Warrants") to acquire 450,000 Shares at an exercise price of $1.93 per Share;
(vii) a warrant (the "January Warrant") to acquire 639,203 Shares at an exercise
prices of $1.51 per Share and (viii) 2,305,878 Shares. Each of the Early
Warrants and the Preferred contains an issuance limitation prohibiting the Fund
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Fund of more than 4.99% of the Shares then issued
and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains
an issuance limitation currently prohibiting the Fund from exercising that
Security to the extent that such exercise would result in beneficial ownership
by the Fund of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the
"Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon
at least 61 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). The Fund is
managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through
other entities, are the controlling principals of Laurus Capital Management, LLC
and share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
Item 1(a). Name of Issuer: SPACEDEV, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
13855 Stowe Drive, Poway, CA 92064
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company,
Eugene Grin and David Grin. Laurus Capital Management, LLC manages
Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital
Management, LLC and share sole voting and investment power over the
shares owned by Laurus Master Fund, Ltd. Information related to each
of Laurus Capital Management, LLC, Eugene Grin and David Grin is set
forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence: c/o
Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New
York, NY 10022
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 846241107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,305,878 shares of Common Stock*
(b) Percent of Class: 7.81%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of Common
Stock*
(ii) shared power to vote or to direct the vote: 2,305,878 shares
of Common Stock*
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock*
iv) shared power to dispose or to direct the disposition of:
2,305,878 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
----------
* Based on 29,507,191 shares of common stock of SpaceDev, Inc., a Colorado
corporation (the "Company") outstanding as disclosed in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2006. As of
December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the
"June Warrant") to acquire 200,000 Shares at an exercise price of $0.6095 per
Share for the first 125,000 Shares acquired thereunder, $0.6625 per Share for
the next 50,000 Shares acquired thereunder and $0.7685 per Share for the
remaining Shares acquired thereunder, subject in each case to certain
adjustments, (ii) a warrant (the "Second June Warrant") to acquire 50,000 Shares
at an exercise price of $0.6625 per share, (iii) 248,460 Series C Preferred
Shares, par value $0.001 and stated value $10 per share (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per Share, (iv) 257,778 Series D Preferred Shares (the "Series D
Preferred" and together with the Series C Preferred, the "Preferred") of the
Company convertible into Shares at a fixed conversion price of $1.48 per share;
(v) a warrant (the "August Warrant") to acquire 487,000 Shares at an exercise
price of $1.77 per share, (vi) a warrant (the "October Warrant" and together
with the June Warrant, the August Warrant and the October Warrant, the "Early
Warrants") to acquire 450,000 Shares at an exercise price of $1.93 per Share;
(vii) a warrant (the "January Warrant") to acquire 639,203 Shares at an exercise
prices of $1.51 per Share and (viii) 2,305,878 Shares. Each of the Early
Warrants and the Preferred contains an issuance limitation prohibiting the Fund
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Fund of more than 4.99% of the Shares then issued
and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains
an issuance limitation currently prohibiting the Fund from exercising that
Security to the extent that such exercise would result in beneficial ownership
by the Fund of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the
"Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon
at least 61 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). The Fund is
managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through
other entities, are the controlling principals of Laurus Capital Management, LLC
and share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 14, 2007
---------------------------
Date
/s/ Eugene Grin
---------------------------
Eugene Grin
Director
APPENDIX A
A. Name: Laurus Capital Management, LLC, a
Delaware limited liability company
Business Address: 825 Third Avenue, 14th Floor
New York, New York 10022
Place of Organization: Delaware
B. Name: Eugene Grin
Business Address: 825 Third Avenue, 14th Floor
New York, New York 10022
Principal Occupation: Director of Laurus Master Fund, Ltd.
Principal of Laurus Capital Management, LLC
Citizenship: United States
C. Name: David Grin
Business Address: 825 Third Avenue, 14th Floor
New York, New York 10022
Principal Occupation: Director of Laurus Master Fund, Ltd.
Principal of Laurus Capital Management, LLC
Citizenship: Israel
Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby
agrees, by their execution below, that the Schedule 13G, as amended, to which
this Appendix A is attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ Eugene Grin
-------------------------------------
Eugene Grin
Principal
February 14, 2007
/s/ Eugene Grin
-------------------------------------
Eugene Grin, on his individual behalf
February 14, 2007
/s/ David Grin
-------------------------------------
David Grin, on his individual behalf
February 14, 2007