FINANCING AGREEMENT
This Agreement, dated 10th August 2003 is made between
Atlantic Security Inc (The company), a Florida company quoted
on the O.T.C. bulletin board, stock symbol ______, whose
principle/registered office is located at 00 Xx Xxxxx Xxxxxx,
Xxxxxx, XX0 0XX, Xxxxxx Xxxxxxx, and Citywide Management
Services (The investor), a Nevis company, whose principal
office is located at 00 Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX.
United Kingdom.
WHEREAS: The company requires an investment of US$ 500,000 (
Five hundred thousand United States dollars) and the investor
desires to commit to invest US$ 500,000 ( Five Hundred
thousand United States dollars).
NOW THEREFORE: The investor irrevocably agrees to invest
US$500,000 (Five hundred thousand United States dollars) in the
company on the following terms and conditions:
1. The investor will make five separate investments of
US$100,000 in exchange for Common Shares of the company
on the terms and conditions set out in The Subscription
Agreement attached hereto as Exhibit A.
2. The initial investment will close on the eleventh
(11th ) United States business day subsequent to
the later of the day that (1) and Atlantic Security Ltd
merge with the company Atlantic Security Inc and (2) the
day that the company effects a name change to Atlantic
Security Inc.(3) The company has a NASD-OTC Stock Symbol
and can trade shares.
3. Each subsequent investment will close on the first
United States business day that is (42) Forty two days
subsequent to the previous closing date.
4. As compensation to the investor for this commitment to
invest US$500,000 in five separate investments of
US$100,000, the company will issue the investor a
warrant to acquire a further one million shares on the
terms and conditions of the warrant attached hereto as
Exhibit B.
5. The investor certifies to the company that it is an
"Accredited Investor" as defined under Rule 501(a) of
Regulation D of the Securities and Exchange Commission
promulgated under the Securities Act of 1933 as amended.
6. The company certifies to the investor that it is a
"Foreign Issuer" as defined under Regulation S of Rule 903
of the Securities Act of 1933 as amended.
Signed and Agreed:
Atlantic Security Inc:
Citywide Management Ltd:
