0001104659-06-012456.txt : 20060228 0001104659-06-012456.hdr.sgml : 20060228 20060228105615 ACCESSION NUMBER: 0001104659-06-012456 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENUCLEUS INC CENTRAL INDEX KEY: 0000761034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 112714721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36811 FILM NUMBER: 06649141 BUSINESS ADDRESS: STREET 1: 15545 S. 71ST COURT STREET 2: N/A CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 708-444-7300 MAIL ADDRESS: STREET 1: 15545 S. 71ST COURT STREET 2: N/A CITY: ORLAND PARK STATE: IL ZIP: 60462 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEUS INC DATE OF NAME CHANGE: 19990129 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL VENTURES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED GENETIC VENTURES INC DATE OF NAME CHANGE: 19920604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mosaic Financial Services, LLC CENTRAL INDEX KEY: 0001347689 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MOSAIC CAPITAL ADVISORS, LLC STREET 2: 545 5TH AVENUE, SUITE 709 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-922-9875 MAIL ADDRESS: STREET 1: C/O MOSAIC CAPITAL ADVISORS, LLC STREET 2: 545 5TH AVENUE, SUITE 709 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 a06-5813_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

ENUCLEUS, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE

(Title of Class of Securities)

293876306

(CUSIP Number)

Ameet Shah
545 5^th Avenue, Suite 709
New York, NY 10017

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 9, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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. 293876306

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Mosaic Financial Services, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,200,016 SHARES

			8.	Shared Voting Power N/A

			9.	Sole Dispositive Power 5,200,016 SHARES

			10.	Shared Dispositive Power N/A

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,200,016 SHARES

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.1%

	14.	Type of Reporting Person (See Instructions) OO- Limited Liability Company

CUSIP No. 293876306

Item 1.	Security and Issuer
This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of eNucleus, Inc., a Delaware Corporation (the “eNucleus”). The current principal executive offices of eNucleus are located at 4000 Main Street, Suite 215, Bay Harbor, MI 49770.

Item 2.	Identity and Background
This Statement is being filed by Mosaic Financial Services, LLC, a Delaware limited liability company (“Mosaic”). The principal business address of Mosaic is 545 5^th Avenue, Suite 709, New York, NY 10017. Mosaic is an investment vehicle for asset-backed financing and investment in public and private companies. Mosaic is wholly owned and managed by Mosaic Capital Advisors, LLC (“MCA”), a Delaware limited liability company, which has the same business address as Mosaic. MCA is a registered investment advisor under the Investment Advisors Act of 1940.
(a)-(c), (f) The name, business address, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted of the persons controlling MCA are set forth on Schedule 1 hereto, which is incorporated herein by reference. Each person listed in Schedule I is a citizen of the United States.
(d) During the previous five (5) years, neither Mosaic nor, to the knowledge of Mosaic, MCA or any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
Pursuant to a certain Loan Agreement, dated December 9, 2005, Mosaic received a warrant (“Unit Warrant”), a copy of which is incorporated by reference as Exhibit 99.1, to purchase from RotateBlack Investment Fund I, LLC up to an aggregate of 1,787,500 units (“Units”) each consisting of (i) 1.9091 shares of issued and outstanding Shares and (ii) one warrant to purchase one Share (“Share Warrants”), a copy of which is incorporated by reference as Exhibit 99.2. The Unit Warrant entitles Mosaic to purchase Units at an exercise price of $0.573 per Unit. The Share Warrants have an exercise price of $0.35 per Share. The Shares underlying the Share Warrants are not currently outstanding. The source of the funds that may be used to purchase the Units and Shares is the working capital of the Mosaic.

Item 4.	Purpose of Transaction
The grant of the Unit Warrant was additional compensation for the cost, expense and risk incurred by Mosaic associated with the underwriting and establishment of a loan pursuant to a certain Loan Agreement dated December 9, 2005. The Unit Warrant may be exercised at any time until 5:00 p.m. Eastern Standard Time on July 15, 2006. If the Unit Warrants are exercised and Mosaic thereby receives the underlying Share Warrants, the Share Warrants may in turn be exercised by Mosaic at any time on or before August 13, 2009. The foregoing summaries of the Unit Warrant and the underlying Share Warrants do not purport to be complete and are qualified in their entirety by reference to the text of such agreements included as Exhibits 99.1 and 99.2, respectively.
Except as set forth in this statement, the Unit Warrant and the Share Warrants, neither Mosaic nor, to the best of Mosaic’s knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.	Interest in Securities of the Issuer
(a)-(b) By reason of the Unit Warrant and the Share Warrants, Mosaic may be deemed to have beneficial ownership of, and sole dispositive power with respect to, 5,200,016 Shares. Based upon the number of Shares outstanding upon the exercise of the Share Warrants, Mosaic may be deemed to beneficially own approximately 10.1% of the outstanding Shares.
(c) Except as described herein, neither Mosaic nor, to the best of Mosaic’s knowledge, any of the individuals named in Schedule I hereto, has affected any transaction in the Shares within sixty (60) days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Neither Mosaic nor, to the best of Mosaic’s knowledge, any of the individuals named in Schedule I hereto, has any contract, arrangement, understanding or relationship with respect to securities of the eNucleus including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to Be Filed as Exhibits
Exhibit 99.1 Warrant Agreement, dated December 9, 2005 between Mosaic and Rotate Black Investment Fund I, LLC.
Exhibit 99.2 Common Stock Purchase Warrant issued by eNucleus, Inc. to Rotate Black investment Fund I, with an original issue date of August 13, 2004.

CUSIP No. 293876306

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.

Date		February 24, 2006

MOSAIC FINANCIAL SERVICES, LLC
By: MOSAIC CAPITAL ADVISORS, LLC, its Manager


By:	/s/ Ameet Shah
	Ameet Shah, Manager

Schedule I
Controlling Persons of
Mosaic Capital Advisors, LLC

The name, business address, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted of each of the controlling persons of Mosaic Capital Advisors, LLC (“MCA”) is set forth below. Each person listed in Schedule I is a citizen of the United States. Unless otherwise indicated, the business address of each controlling person is Mosaic Financial Services, LLC, 545 5^th Avenue, Suite 709, New York, NY 10017.

Members of Mosaic Capital Advisors, LLC		Occupation
Ameet Shah		Manager, Mosaic Capital Advisors, LLC
Haresh Sheth		Treasurer, Mosaic Capital Advisors, LLC
John Sadowsky		Chairman, Atlas Distributing, Inc. 44 Southbridge Street Auburn, MA 01501 Atlas Distributing, Inc. is a full line beer and beverage distributor

EX-99.1 2 a06-5813_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

WARRANT AGREEMENT

dated as of December 9, 2005

By and Between

ROTATEBLACK INVESTMENT FUND I, LLC

and

MOSAIC FINANCIAL SERVICES, LLC

Warrants to Purchase Units

Each Consisting of

1.9091 Shares of Common Stock of eNucleus, Inc.

and

1 Warrant to Purchase Shares of Common Stock of eNucleus, Inc.

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”) is made and effective as of December 9, 2005, by and between ROTATEBLACK INVESTMENT FUND I, LLC (the “Company”), and MOSAIC FINANCIAL SERVICES, LLC (“MFS”).

WHEREAS, the Company has requested MFS to enter into the Loan Agreement pursuant to which MFS shall loan the Company $1 million; and

WHEREAS, to induce MFS to enter into the Loan Agreement and as additional consideration for the credit to be provided for thereunder, the Company has agreed to issue and deliver its Warrant Certificates evidencing warrants to purchase 1,787,500 Units representing an aggregate of 3,412,500 shares of Common Stock of eNucleus, Inc. and 1,787,500 warrants to purchase Common Stock of eNucleus, Inc.;

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and MFS hereby agree as follows:

ARTICLE I
GRANT OF WARRANTS

Company hereby grants to MFS warrants (the “Warrants”) to purchase up to an aggregate of 1,787,500 units (subject to adjustment as provided herein) consisting of: (i) one and nine thousand ninety-one ten-thousandths (1.9091) shares of the issued and outstanding Common Stock, par value $0.001 per share of eNucleus, Inc., a Delaware corporation (“eNucleus”)(the “Common Stock”) held by the Company, and (ii) one (1) warrant to purchase one (1) share of Common Stock at an exercise price of $0.35 (subject to adjustment as therein provided) held by the Company (each such warrant, an “eNucleus Warrant”)(each such unit, a “Unit,” collectively, the “Units”). Each such Warrant entitles MFS or any subsequent registered owner or owners of such Warrants to purchase such Units at an exercise price of $0.573 per Unit. The Warrants (and the grant thereof hereunder) is as additional compensation for the cost, expense and risk incurred by MFS (or its Affiliates) associated with the underwriting and establishment of the loan to be provided for in the Loan Agreement, but the grant of the Warrants in no way affects or relieves Company of any of its obligations to fully and timely perform and to repay the entire indebtedness due under the Loan Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES BY COMPANY

The Company represents and warrants that:

2.1. Corporate Existence and Power. The Company (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of

Delaware, (b) has all necessary corporate power to execute and deliver this Agreement and (c) has all necessary corporate power to issue the Warrants, to execute and deliver the Warrant Certificates and to perform its obligations under this Agreement and the Warrant Certificates.

2.2. Corporate Authorization: No Contravention. The execution and delivery by the Company of this Agreement, the issuance of the Warrants, the execution, delivery and performance by the Company of the Warrant Certificates, the transfer of the Warrant Securities upon exercise of the Warrants and the performance by the Company of its other obligations under this Agreement have been duly authorized by all necessary corporate action of the Company, and do not and will not (a) violate any provision of applicable law or regulation or of the certificate of formation or limited liability company agreement or other operating agreement of the Company or of any order, writ, injunction or decree of any court or governmental authority or (b) result in a breach of, or constitute a default under, or require any consent under, any indenture, license, order or other agreement or instrument or, to the knowledge of the Company, any permit to which the Company is a party or by which the Company is bound.

2.3. Binding Effect; Transfer of Warrant Securities. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability. When the Warrants and Warrant Certificates have been issued as contemplated by this Agreement, (i) the Warrants and the Warrant Certificates will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (B) the availability of equitable remedies may be limited by general principles of general applicability and (ii) the Warrant Securities, when transferred upon exercise of the Warrants in accordance with the terms hereof, will be, to the best knowledge of the Company, duly authorized and validly issued, and with respect to the portion of the Warrant Securities representing Common Stock, fully paid and nonassessable.

2.4. Offering of Securities. The Company has not taken and will not take any action that would cause the offer, issuance or sale of the Warrants or the Units, or the transfer of the Warrant Securities, to violate the provisions of Section 5 of the Securities Act or any securities or “Blue Sky” law of any applicable jurisdiction.

ARTICLE III
AGREEMENT OF MFS

MFS agrees, represents and warrants that it is acquiring the Warrants and (upon transfer thereof) will acquire the Warrant Securities transferable upon such exercise solely for the purpose of investment and not with a view to, or in connection with any distribution of this Warrant or such Warrant Securities within the meaning of the Securities Act and with no present intention of selling or otherwise transferring the Warrants, Warrant Certificates or Warrant Securities or any portion thereof except as provided herein. MFS agrees that it will not, directly

or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Warrants, Warrant Certificates or Warrant Securities (or solicit any offers to buy, purchase or otherwise acquire, or take a pledge of any Warrants, Warrant Certificates or Warrant Securities), except in compliance with this Agreement, the Securities Act and the rules and regulations of the Commission thereunder and applicable state securities laws and regulations.

ARTICLE IV
CERTAIN PROVISIONS RELATING TO WARRANTS

4.1. Warrant Certificates. The Warrant Certificates shall be in registered form only and shall be substantially in the form of Exhibit A hereto, with such changes therein as may be required from time to time reflect any adjustments made pursuant to Article V hereof. Warrant Certificates shall be dated as of the date they are executed by the Company either upon initial issuance or upon division, exchange, substitution or transfer.

4.2. Registration. The Company shall number and register each Warrant Certificate in a register (the “Warrant Register”) maintained at the Company’s principal office in Bay Harbor, Michigan as they are issued. Warrant Certificates shall be registered in the name(s) of the record holder(s) thereof from time to time. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing on the Warrant Certificate(s) made by anyone) for the purpose of any exercise or conversion thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.

4.3. Transfers and Exchanges.

(a) Transfers. The Warrants, Warrant Certificates and Warrant Securities are transferable pursuant to the provisions of this Section 4.3 on any Business Day during which they are outstanding; provided, however, that any Warrants, Warrant Certificates and Warrant Securities so transferred shall be subject to the terms and conditions of this Agreement, including this Section 4.3.

(b) Transfers Effective Only in Warrant Register. The Warrant Certificates shall be transferable only on the Warrant Register maintained at the Company’s office in Bay Harbor, Michigan upon delivery thereof duly endorsed by the holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall sign and deliver any new Warrant Certificate(s) to the person(s) entitled thereto. The Company shall register the transfer of any outstanding Warrant Certificates upon the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to it in Bay Harbor, Michigan, accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, the surrendered Warrant Certificate(s) shall be cancelled.

at the option of the holder(s) thereof, when surrendered to the Company at the office referred to in paragraph (b) above, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Securities. Warrant Certificates surrendered for exchange shall be cancelled. Any holder desiring to exchange a Warrant Certificate shall make such request in writing and deliver it to the Company, and shall surrender, properly endorsed, in the manner described in paragraph (b) above, the Warrant Certificate to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant Certificate as so requested.

(d) Restrictive Legends. All certificates representing Warrants shall bear the following restrictive legends:

“The Warrants evidenced by this certificate have not been registered under the Securities Act of 1933 or the securities laws of any state. Such Warrants may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement for such Warrants under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company prior to the proposed transaction that such registration is not required.”

“Transfer of the securities represented by this certificate is subject to the terms and conditions of a certain Warrant Agreement, dated December 9, 2005, a copy of which may be obtained from the Company upon written request. No transfer or other disposition of the securities represented hereby shall be valid or entitle any transferee to any right of a stockholder or warrantholder of the Company unless and until the terms of such Agreement shall have first been complied with.”

4.4. Exercise Price; Exercise of Warrants.

(a) Exercise Price. Each Warrant Certificate shall entitle the holder thereof, subject to the provisions of this Agreement, to purchase that number of Warrant Securities represented by such Warrant Certificate, at purchase price equal to the Exercise Price per Unit, as provided in Article I hereof.

(b) Exercise Period. The Warrants are fully vested and exercisable at any time and from time to time from the date hereof until 5:00 p.m. (local time in New York, New York) on July 15, 2006 (the “Exercise Period”), at which time any unexercised Warrants shall expire.

(c) Method of Exercise. Subject to the provisions of this Agreement, including Article III, the holder(s) of each Warrant Certificate shall have the right to purchase from the Company (and the Company shall transfer and sell to such holder(s) of such Warrant Certificate) that number of Warrant Securities represented by the number of Units set forth on such Warrant Certificate, upon surrender of the Warrant Certificate evidencing such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, to the office of the Company which at the date hereof is located at 4000 Main Street, Suite 215, Bay Harbor, Michigan 49770, or at such other address as the Company may specify in writing to the then registered holder of the Warrant Certificate, and upon payment of the Exercise Price in cash, by cancellation of indebtedness of the Company to the then registered holder, or by

certified or official bank check payable to the order of the Company. No adjustments shall be made for any cash dividends on Warrant Securities transferable upon the exercise of a Warrant. Any Warrant Certificate surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Company.

Upon such surrender of the Warrant Certificate evidencing any Warrants and payment of the applicable Exercise Price as aforesaid, the Company shall transfer and cause to be delivered to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, the stock certificates and eNucleus Warrants, as the case may be, representing the Warrant Securities purchased upon such exercise of such Warrants. Any persons so designated to be named therein shall be deemed to have become holders of record of such Warrant Securities as of the Date of Exercise of such Warrants.

The Warrants evidenced by a Warrant Certificate shall be exercisable, either as an entirety or, from time to time for only part of the Warrant Securities specified in the Warrant Certificate. If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time prior to the last day of the Exercise Period, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled.

4.5. Payment of Taxes. The Company will pay all expenses, taxes and charges attributable to the initial issuance of the Warrants, the Warrant Certificates and the Units; provided, that the Company shall not be required to pay any income tax incurred by MFS or any holder in connection with the exercise or other disposition of the Warrants.

4.6. Mutilated or Missing Warrant Certificates. If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant Certificate.

4.7. Preservation of Warrant Securities. The Company shall at all times set aside, preserve and keep available free from purchase rights, options, warrants, conversion rights, pledges, liens, security interests and encumbrances, of any kind or nature (other than those granted in favor of MFS pursuant to the Loan Documents), the Warrant Securities, for the purpose of enabling it to satisfy any obligations to transfer the Warrant Securities upon exercise of Warrants. The Company will not exercise any eNucleus Warrant included as part of the Units covered by the Warrants.

ARTICLE V
ADJUSTMENT PROVISIONS

5.1. Adjustment of Exercise Price and Number of Warrant Securities Purchasable. Prior to the last day of the Exercise Period, the Exercise Price, the number of

Warrant Securities purchasable upon the exercise of each Warrant outstanding are subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 5.1.

(a) In case eNucleus shall (i) declare or pay a dividend on its outstanding Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of the Common Stock other securities of the Company (including any such reclassification in connection with a consolidation, merger or other business combination in which the Company is the surviving corporation), then the number and kind of Common Stock purchasable upon exercise of each Warrant shall be adjusted so that the holder of any Warrant upon exercise of each Warrant shall be entitled to receive the aggregate number and kind of Common Stock or other securities of the eNucleus that the holder would have owned or would have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the happening of such event or, if earlier, any record date with respect thereto (and the Exercise Price thereafter will be adjusted accordingly). An adjustment pursuant to this paragraph (a) shall become effective on the date of the dividend payment, subdivision, combination or issuance retroactively to the record date with respect thereto, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. If as a result of any of the events enumerated in this paragraph, or for any other reason, there is an adjustment, pursuant to the terms of such eNucleus Warrants, to the number of eNucleus Warrants, the exercise price thereof or the number and kind of Common Stock or other securities of eNucleus issuable upon exercise of such eNucleus Warrant, then the Warrants and Units representing such eNucleus Warrants shall, if necessary, be proportionately adjusted to equitably reflect such adjustment made to such eNucleus Warrants (and/or underlying securities) and to reflect and give effect to the intentions of the parties hereto.

(b) In case eNucleus shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of indebtedness of eNucleus, assets or securities other than its Common Stock, (excluding dividends or distributions referred to in Section 5.l(a) hereof), then the holders of unexercised Warrants shall thereafter be entitled, in addition to the Warrant Securities receivable upon exercise of the Warrants, to receive, upon the exercise of such Warrants, the same evidences of indebtedness of eNucleus, assets or securities other than its Common Stock, that they would have been entitled to receive at the time of such dividend or distribution had such Warrant been exercised immediately prior to the happening of such event or, if earlier, any record date with respect thereto. At the time of any such dividend or distribution, the Company shall make appropriate set asides and reserves of such property and take such other action as is necessary or appropriate to protect and preserve such property and to ensure the timely performance of the provisions of this Section 5.1(b).

(c) If at any time, as a result of an adjustment made pursuant to paragraph (a)of this Section 5.1, the holder of any Warrant thereafter exercised shall become entitled to receive any shares of eNucleus other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with

respect to the Warrant Securities contained in this Section 5.1.

(d) With respect to the Common Stock portion of each Unit, upon each adjustment of the Exercise Price pursuant to this Section 5.1, each Warrant outstanding immediately prior to such adjustment of the Exercise Price shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock (calculated to the nearest one-thousandth) obtained by (A) multiplying the number of shares of Common Stock purchasable upon exercise of a Warrant immediately prior to such adjustment of the number of shares of Common Stock by the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (B) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.

(e) With respect to the eNucleus Warrant portion of each Unit, upon each adjustment of the Exercise Price pursuant to this Section 5.1, each Warrant outstanding immediately prior to such adjustment of the Exercise Price shall thereafter evidence the right to purchase that same number of eNucleus Warrants as purchasable immediately prior to such adjustment, subject to any adjustments to such eNucleus Warrants pursuant to the terms thereof.

5.2. Notice of Adjustment. Upon any adjustment to the Warrants as herein provided, the Company shall at the expense of the Company, within 10 Business Days after such adjustment, mail by first-class mail, postage prepaid, to each holder of Warrant Certificates a notice of such adjustment(s), accompanied by a report setting forth in reasonable detail (i) the number of Warrant Securities purchasable upon the exercise of each Warrant and the Exercise Price of such Warrant after such adjustment(s), and (ii) a brief statement of the facts requiring such adjustment(s) and (iii) the computation by which such adjustment(s) was made.

5.3. No Adjustment for Dividends. Except as provided in Section 5.1 hereof, no adjustment in respect of any dividends or other payments or distributions made to holders of securities upon exercise of Warrants, shall be made during the term of a Warrant or upon the exercise of a Warrant.

5.4. Statement on Warrants. Irrespective of any adjustments in the number or kind of securities purchasable upon the exercise of the Warrants or the Exercise Price, any Warrant Certificate theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrant Certificate initially issuable pursuant to this Agreement.

5.5. Fractional Warrants and Fractional Warrant Securities. If more than one Warrant shall be presented for exercise in full at the same time by a holder, the exercise thereof shall be computed on the basis of the aggregate number of Warrant Securities purchasable upon exercise of the Warrants so presented. If any fraction of an eNucleus Warrant would be transferable upon the exercise of any Warrant (or specified portion thereof), then the Company shall round the number of eNucleus Warrants to be transferred, up to the next higher whole number. If any fraction of a share of Common Stock would be transferable upon the exercise of any Warrant (or specified portion thereof), then the Company shall, in its sole discretion, either (i) pay an amount in cash equal to the Exercise Price of such fractional share of Common Stock

multiplied by such fraction, or (ii) round the number of shares of Common Stock to be transferred, up to the next higher whole number.

ARTICLE VII
DEFINITIONS

6.1. Definitions. As used herein, the following terms have the following respective meanings:

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Warrant Agreement, as amended, modified and supplemented from time to time.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

“Commission” means the Securities and Exchange Commission or any entity succeeding to any or all of its functions under the Act.

“Common Stock” means the shares of common stock of the Company, $0.001 par value per share.

“Company” means ROTATEBLACK INVESTMENT FUND I, LLC, a Delaware limited liability company, and its successors and assigns.

“Date of Exercise” means, with respect to any Warrant, the date on which the Company shall have received (i) the Warrant Certificate evidencing such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed and (ii) payment of the Exercise Price.

“Exercise Period” has the meaning set forth in Section 4.4(b) hereof.

“Exercise Price” means the exercise price of a Warrant, as provided for in Article I hereof.

“Loan Agreement” means the Loan Agreement dated as of December 9, 2005 between the Company and MFS, as the same may be amended, modified or supplemented from time to time.

“Loan Documents” has the meaning ascribed that term in the Loan Agreement.

“MFS” means MOSAIC FINANCIAL SERVICES, LLC, a Delaware limited liability company, its successors and its assigns, participants and transferees with respect to the Loan Agreement.

“Person” means an individual, an association, a partnership, a corporation, a trust or an unincorporated organization or any other entity or organization.

“Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute, as implemented by the Commission or any court of competent jurisdiction.

“Units” has the meaning set forth in Article I hereof.

“Warrant Certificate” means a certificate, substantially in the form of Exhibit A hereto, evidencing one or more of the Warrants.

“Warrants” has the meaning set forth in Article I hereof. Warrants include any Warrant issued upon any exchange or transfer of any such Warrant or any adjustment relating thereto.

“Warrant Securities” means the Common Stock of eNucleus and the eNucleus Warrants to be transferred upon exercise of the Warrants.

6.2. General Construction. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection, paragraph or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

ARTICLE VII
MISCELLANEOUS

7.1. Binding Effect and Governing Law. This Agreement and all documents executed hereunder are binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (to the extent authorized). This Agreement and all documents executed hereunder are governed as to their validity, interpretation, construction and effect by the laws of the State of New York (without giving effect to the conflicts of law rules of the State of New York).

7.2. Survival. All agreements, representations, warranties and covenants of the Company contained herein or in any documentation required hereunder will survive the execution and delivery of this Agreement and will continue in full force and effect so long as this Agreement otherwise remains effective.

7.3. No Waiver: Delay. To be effective, any waiver by MFS must be expressed in a writing executed by MFS. If MFS waives any power, right or remedy arising hereunder or under any applicable law, such waiver will not be deemed to be a waiver upon the later occurrence or recurrence of any events giving rise to the earlier waiver. No failure or delay by MFS to insist upon the strict performance of any term, condition, covenant or agreement hereunder, or to exercise any right, power or remedy hereunder, will constitute a waiver of compliance with any such term, condition, covenant or agreement, or preclude MFS from exercising any such right, power, or remedy at any later time or times. The remedies provided herein are cumulative and not exclusive of each other and the remedies provided by law.

7.4. Modification. Except as otherwise expressly provided in this Agreement, no modification or amendment hereof will be effective unless made in a writing signed by appropriate officers of the parties hereto.

7.5. Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

7.6. Notices. Unless otherwise provided in this Agreement, all notices, demands, requests, consents or other communications hereunder or in connection herewith (“Notices”) shall be in writing and shall be mailed postage prepaid, delivered or sent by facsimile to the applicable party at its address set forth below. Either party may, by Notice, change its address for all subsequent Notices. All Notices shall, (i) when mailed, be effective three (3) days after deposit in the mails, (ii) when delivered, be effective upon delivery to the address of the applicable party, and (iii) when faxed, be effective upon receipt by the party sending such Notice of machine confirmation of receipt by the party to which such Notice is addressed of all pages.

If to Company:		RotateBlack Investment Fund I, LLC
		4000 Main Street
		Suite 215
		Bay Harbor, MI 49770

		Attention:
		Facsimile:
		Telephone:

		With a Copy To (which shall not constitute notice to Company):

		Michael Roberts, Esquire
		Connelly Roberts and McGivney
		One North Franklin, Suite 1200
		Chicago, IL 60606
		Facsimile: (312) 251-9602
		Telephone: (312) 251-9600

If to MFS:		Mosaic Financial Services, LLC
		545 Fifth Avenue

		Suite 709
		New York, NY 10017

		Attention: Haresh Sheth
		Facsimile:
		Telephone:

		With a Copy To (which shall not constitute notice to MFS):

		Thomas H. Bilodeau, Esquire
		Rich May, a Professional Corporation
		176 Federal Street
		Boston, MA 02110
		Facsimile: (617) 556-3889
		Telephone: (617) 556-3800

7.7. Time of Day. All time of day restrictions imposed herein shall be calculated using Eastern Time.

7.8. Prior Agreements Superseded. This Agreement completely and fully supersedes all oral agreements and all other and prior written agreements by and between Company and MFS concerning the terms and conditions of this Agreement.

7.9. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

7.10. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the signatures on such counterparts appeared on one document. Each such counterpart will be deemed to be an original but all counterparts together will constitute one and the same instrument.

7.11. Forum Selection; Consent to Jurisdiction. Except to the extent prohibited by applicable law, MFS and the Company agree that any suit for the enforcement of this Warrant may be brought exclusively in the courts of record of the State of New York or the courts of the United States located in the State of New York, consents to the jurisdiction of each such court and to service of process in any such suit being made upon the Company by mail at the Company’s address set forth in Section 7.6 and waives any objection which they may have to the laying of venue of such suit in any of such courts. The foregoing notwithstanding, any suit seeking enforcement hereof against the Company or any Warrant Securities may also be brought by MFS (at its sole option and discretion) in the courts of any other jurisdiction where such Warrant Securities or other property may be found or where MFS may other obtain personal jurisdiction over the Company.

7.12. Waiver of Jury Trial. MFS and Company each hereby knowingly,

voluntarily and intentionally waives any rights it may have to a trial by jury in respect of any litigation (whether as claim, counterclaim, affirmative defense or otherwise) in connection with or in any way related to this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), actions or inactions of MFS or Company. Company and MFS each acknowledge and agree (a) that it has received full and sufficient consideration for this provision, and (b) that it has been advised by legal counsel in connection herewith, and (c) that this provision is a material inducement for Company and MFS entering into this Agreement.

7.13. Assignment. The Warrant Certificates, Warrants and Warrant Securities are absolutely and freely transferable between and among MFS and its Affiliates (and directors, officers and employees of such Affiliates and MFS); provided, however, that any Warrant Certificates, Warrants and Warrant Securities so transferred shall be subject to the terms and conditions of this Agreement, including Section 4.3 hereof.

[BALANCE OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed, as an instrument under seal (whether or not any such seals are physically attached hereto) as of the date and year first above written.

ROTATEBLACK INVESTMENT FUND I, LLC


By:	/s/ John Paulsen
Name:			John Paulsen
Title:		Managing Partner
			Duly authorized

MOSAIC FINANCIAL SERVICES, LLC


By:	/s/ Haresh C. Sheth
Name:			Haresh C. Sheth
Title:		Managing Member
			Duly Authorized

EX-99.2 3 a06-5813_1ex99d2.htm EXHIBIT 99

Exhibit 99.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.

eNucleus, Inc.
COMMON STOCK PURCHASE WARRANT

Number of Shares: 1,729,560	Holder:	Rotate Black Investment Fund I

Original Issue Date: August 13, 2004
		Attn: John P Aulsen 4000 Main Street
Expiration Date: August 13, 2009		Suite 215
		Bay Harbor, MI 49770
		Telephone: (231) 439-2705
Exercise Price per Share: $.35		Fax: (312) 264-0205

eNucleus, Inc, a company organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, Rotate Black Investment Fund I, LLC, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to 1,729,560 shares (as adjusted from time to time as provided in Section 6, the “Warrant Shares”) of common stock, $.001 par value (the “Common Stock”), of the Company at a price of $.35 per Warrant Share (as adjusted from time to time as provided in Section 6, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on August 13, 2009 (the “Expiration Date”), and subject to the following terms and conditions:

1. Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.

2. Investment Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. “Person” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

3. Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

4. Registration of Transfers and Exchange of Warrants.

a. Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 9. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.

b. This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

5. Exercise of Warrants.

a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 9, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.

b. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.

c. This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.

d. (i) Notwithstanding anything contained herein to the contrary, the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x (B - C))/B

(ii) For purposes of the foregoing formula:

A= the total number shares with respect to which this Warrant is then being exercised.

B= the last reported sale price (as reported by Bloomberg) of the Common Stock on the trading day immediately preceding the date of the Exercise Notice.

C= the Warrant Exercise Price then in effect at the time of such exercise.

e. The holder of this Warrant agrees not to elect a Cashless Exercise for a period of one year. The holder of this Warrant also agrees not to elect a Cashless Exercise so long as there is an effective registration statement for the Warrant Shares.

6. Adjustment of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefore, are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative:

a. Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

b. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

c. Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.

7. Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 7, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.

8. Issuance of Substitute Warrant. In the event of a merger, consolidation, recapitalization or reorganization of the Company or a reclassification of Company shares of stock, which results in an adjustment to the number of shares subject to this Warrant and/or the Exercise Price hereunder, the Company agrees to issue to the Warrant Holder a substitute Warrant reflecting the adjusted number of shares and/or Exercise Price upon the surrender of this Warrant to the Company.

9. Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:

	If to the Company:

	eNucleus, Inc. 4000 Main Street Suite 215 Bay Harbor, MI 49770 tel 231-439-2705

	If to the Warrant Holder:

	Rotate Black Investment Fund I, LLC
	Attn: John Paulsen 4000 Main Street Suite 215 Bay Harbor, MI 49770 Telephone: (231) 439-2705

10. Miscellaneous.

a. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only by a writing signed by the Company and the Warrant Holder.

b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.

c. This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof.

d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good

faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.

ENUCLEUS INC., a Delaware corporation

By:	/s/Randy Edgerton
Name:			Randy Edgerton
Title:		President and Chief Executive Officer

FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: eNucleus, Inc.:

1. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase shares of Common Stock (“Common Stock”), $.001 par value, of eNucleus, Inc

2. The undersigned Holder (check one):

o (a) elects to pay for such shares of Common Stock in lawful money of the United States by the enclosed certified or official bank check or checks payable in United States dollars to the order of the Company in the amount of $ , which sum represents the aggregate Exercise Price (as defined in the Warrant);

o (b) elects to receive shares of Common Stock having a value equal to the value of the Warrant calculated in accordance with Section 5(d) of the Warrant.

3. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:






(Please print name and address)


(Please insert Social Security or Tax Identification Number)

Under the Securities Exchange Act of 1934 (Amendment No. )*

SIGNATURE

Under the Securities Exchange Act of 1934
(Amendment No. )*