-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxJQNAIgDCYFtjPgIlDvb9GTPz58dV2zde0IUaNhO/1GotDW2pMjIjn5m0b9C4t9 YVEDIwF6EmwkWzMZ4pDlIQ== /in/edgar/work/20000807/0001010412-00-000169/0001010412-00-000169.txt : 20000921 0001010412-00-000169.hdr.sgml : 20000921 ACCESSION NUMBER: 0001010412-00-000169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000719 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETHURUM LABORATORIES INC CENTRAL INDEX KEY: 0001075082 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 760050046 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25167 FILM NUMBER: 687417 BUSINESS ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132668005 MAIL ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act July 19, 2000 Date of Report (Date of Earliest Material Event Reported) Bethurum Laboratories, Inc. (Exact Name of Registrant as Specified in its Charter) Utah 0-25167 76-0050046 (State or other (Commission File No.) (IRS Employer I.D. No.) Jurisdiction) 6171 Richmond, Suite 200 Houston, Texas 77057 (Address of Principal Executive Offices) (713) 266-8005 Registrant's Telephone Number Item 1. Changes in Control of the Registrant. Effective July 19, 2000, pursuant to a Securities Purchase Agreement (the Benchmark Agreement") with Benchmark Merchant Partners, LLC ("Benchmark"), Bethurum Laboratories, Inc., a Utah corporation ("Bethurum"), offered and sold an aggregate of 29,500,000 shares of its "restricted securities" (common stock) for an aggregate of $312,500, $100,000 of which was represented by a promissory note. 12,500,000 of these shares were sold at $0.001 per share to persons who had assisted Bethurum since the recommencement of its development stage approximately three years ago(the "Consulting Group"); and 17,000,000 of these shares were issued at $0.0176 per share to Benchmark, an entity believed by Bethurum's management to be capable of assisting Bethurum in acquiring businesses engaged in the industries encompassed by its new Business Plan. See Item 5. Substantially all of the funds ($312,500), net of offering expenses, will be expended for payment of services and outstanding liabilities, past and present, and current legal and accounting expenses of Bethurum. In addition, the Benchmark Agreement provided that: (i) all 17,000,000 shares issued to Benchmark would be pledged to secure payment of the $100,000 promissory note of Benchmark that was executed and delivered to Bethurum as partial payment of the purchase price of the 17,000,000 shares, and which promissory note is due and payable on the earlier of the completion of an Agreement and Plan of Reorganization (the "Acquisition Agreement") with a wireless telecommunications network company serving developing foreign markets with strong growth potential and limited competition that has annual revenues of no less than $50,000,000 USD, earnings before interest, taxes, depreciation and amortization of no less than $12,500,000 USD and stockholders' equity of not less than $10,000,000 USD (the "Suitable Reorganization Candidate"); (ii) if the Acquisition Agreement is not completed by December 31, 2000, the 17,000,000 shares issued to Benchmark shall be canceled to Bethurum's treasury, the promissory note will be canceled and Bethurum will pay Benchmark the sum of $75,000, retaining the $125,000 balance of the purchase price of the 17,000,000 shares as liquidated damages; (iii) all 29,500,000 shares issued were accorded "registration rights" providing for the filing of a registration statement covering such securities and all securities heretofore issued by Bethurum during any period when it may have been deemed to have been a "shell" company within 45 days of the completion of the Acquisition Agreement; (iv) Bethurum's 33,000,000 post-Benchmark Agreement outstanding shares be reverse split on a basis of one for 10, while retaining the present par value and authorized shares, with appropriate adjustments in the capital accounts of Bethurum; (v) the issuance of an additional 35,500,000 post-split shares of Bethurum's "restricted securities" (common stock) for the acquisition of the Suitable Reorganization Candidate, related financing and compensatory options for management and others; and (vi) the change of domicile of Bethurum to the British Virgin Islands, prior to the completion of the Acquisition Agreement. Bethurum has no written agreement or other understanding or arrangement with any Suitable Reorganization Candidate, and the completion of the Acquisition Agreement is conditioned upon the finding of a Suitable Reorganization Candidate that satisfies the conditions outlined above and the Acquisition Agreement prior to December 31, 2000. No assurance can be given that any Acquisition Agreement or other agreement with any Suitable Reorganization Candidate will be completed. A copy of the Benchmark Agreement, together with exhibits, is attached hereto and incorporated herein by reference. See Item 7. Following the completion of the Benchmark Agreement, Benchmark owned 51.5% of the outstanding voting securities of Bethurum. These securities were acquired from working capital of Benchmark. The former controlling stockholders of Bethurum, who still serve as directors and executive officers of Bethurum, are: William A. Silvey, Jr., President and Director, 1,313,000 shares or 37.43% as of December 31, 1999, and presently, 3,813,000 shares or 11.5% (2,000,000 shares were acquired for $0.001 per share by Mr. Silvey as part of the Consulting Groups' 12,500,000 shares); and W. Scott Thompson, Secretary and Director, 194,000 shares or 5.43% as of December 31, 1999, and presently, 2,194,000 shares or 6.6% (2,000,000 shares were acquired for $0.001 per share by Mr. Thompson as part of the Consulting Groups' 12,500,000 shares). Item 5. Other Events. On June 15, 2000, the Board of Directors of Bethurum adopted a Business Plan providing for Bethurum to develop and market wireless telecommunications networks in the developing markets in third world countries and to raise the necessary capital to engage in this industry. Effective August 14, 2000, Bethurum's 33,000,000 post-Benchmark Agreement outstanding shares will be reverse split on a basis of one for 10, while retaining the present par value and authorized shares, with appropriate adjustments in the capital accounts of Bethurum, resulting in there then being 3,300,000 outstanding shares. Item 7. Financial Statements and Exhibits. (a) Audited financial statements Audited financial statements have not been included because the transactions reported did not require the filing of audited financial statements. (b) Pro Forma Financial Information. Pro Forma financial statements have not been included because the transactions reported did not require the filing of pro forma financial statements. (c) Exhibits. 99.1 Securities Purchase Agreement 99.2 Promissory Note and Pledge 99.3 Registration Rights regarding Benchmark 99.4 Registration Rights regarding Consulting Group and shares issued while Bethurum may have been deemed to have been a "shell" company. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. BETHURUM LABORATORIES, INC. Date: 8/7/00 By:/s/William A. Silvey, Jr. -------------- ------------------------------------- William A. Silvey, Jr. President and Director Date: 8/7/00 By:/s/W. Scott Thompson -------------- ------------------------------------- W. Scott Thompson Secretary and Director EX-99.1 2 0002.txt Bethurum Laboratories, Inc. 6371 Richmond Ave., Suite 200 Tel: (713) 266-8005 Houston, Texas 77057 Fax: (713) 266-8024 July 19, 2000 SECURITIES PURCHASE AGREEMENT Benchmark Merchant Partners, L.P. Attn: Frank DeLape 700 Gemini Houston, Texas 77058 Tel: 281-488-3883 Fax: 281-488-5353 E-mail: frank@bmeg.com RE: Securities Purchase Agreement among and between Bethurum Laboratories, Inc., a Utah corporation ("Bethurum"or "BTRM"), and Benchmark Merchant Partners, L.P. Dear Frank: Further to the above referenced subject, this Agreement will confirm the following terms and conditions upon which Bethurum will sell and Benchmark Merchant Partners, L.P. ("Benchmark") will acquire 17,000,000 pre-split restricted common stock shares of Bethurum (the "Securities Purchase Agreement"). Bethurum and Benchmark have agreed to the following: 1. Bethurum will issue 12,500,000 pre-split restricted common stock shares for a price of $.001 per share or $12,500 to individuals designated by Bethurum's current Board of Directors (the "Consultant Group"). 2. Simultaneous with the purchase and issuance of the 12,500,000 shares to the Consultant Group, Benchmark shall acquire and be issued 17,000,000 pre- split restricted common stock shares of Bethurum for a price of $.0176 per share or $300,000 USD on or before July 19, 2000 (the "Stock Purchase"). $200,000 USD in good funds payable upon execution of this Agreement; and a promissory note in the amount of $100,000 USD made by Benchmark due and payable to Bethurum upon execution of the Agreement and Plan of Reorganization among and between Bethurum and a wireless telecommunication network company serving the developing foreign markets with strong growth potential and limited competition with annual revenues of no less than $50,000,000 USD, earnings before interest, taxes, depreciation and amortization ("EBITDA") of no less than $12,500,000 USD, and shareholders equity of no less than $10,000,000 USD (the "Suitable Reorganization Candidate"), or the close of business on December 31, 2000, whichever occurs first (the "Closing"), shall be deposited by Benchmark with the trust account of Leonard Burningham, Esq., prior to or simultaneous with the execution of the Stock Purchase Agreement to Purchaser, the 17,000,000 restricted common stock shares, which so as shall be paid by Leonard Burningham, Esq., Trustee, to the designees of Bethurum solely as directed by Bethurum's current Board of Directors upon execution of the Securities Purchase Agreement. The funds shall pay: costs accrued in the reinstatement and maintenance of the Bethurum corpus; any and all outstanding obligations of Bethurum pre-Plan, legal, accounting and other professional fees incurred by Bethurum pursuant to the Plan up to the Closing. It is understood by the parties hereto, that Leonard Burningham, Esq. shall have NO liability by reason of acting as Escrow Agent, except to act in good faith and pursuant to the instruction of the current Board of Directors of Bethurum. (a) Promissory Note. Benchmark promises to pay to the order of Bethurum, the sum of ONE-HUNDRED-THOUSAND U.S. Dollars($100,000.00 USD), together with interest of six percent (6%) per annum on the unpaid balance (the "Promissory Note"). The Promissory Note is described as follows: (i) Payment in full of the principal and accrued interest to Bethurum upon closing of the Agreement and Plan of Reorganization, among and between the Suitable Reorganization Candidate and Bethurum (the "Closing"), or close of business at 5:00 p.m. Central Standard Time on December 31, 2000, whichever occurs sooner. (ii) Benchmark will deposit and pledge with Leonard Burningham, Esquire, Trustee for Bethurum ("Pledgee") as collateral security to secure the payment of: U.S. Dollars $100,000.00 Promissory Note made payable to Bethurum by Benchmark , due upon closing of the Agreement and Plan of Reorganization among and between the Suitable Reorganization Candidate and Bethurum, or close of the business on December 31, 2000, whichever occurs first, 17,000,000 pre-split restricted common stock shares of Bethurum (the "Pledge of Shares"). The Promissory Note and the accompanying Pledge of Shares will be assigned as directed by Bethurum's current Board of Directors upon closing of the Securities Purchase Agreement. (iii) The Promissory Note shall be assigned with attachment collateral solely in accordance with the instructions of the current members of the Board of Directors of Bethurum. (iv) The Promissory Note obligation can be assumed with the mutual consent of Benchmark and the current members of the Board of the Directors of Bethurum. Such consent shall not be unreasonably withheld. (v) In the event the Closing does not occur on or before December 31, 2000, Benchmark has the option to authorize and direct Leonard Burningham, Trustee, to return the 17,000,000 pre-split restricted Bethurum common stock shares held in Escrow, pursuant to the Pledge of Shares agreement, to the current members of the Board of Directors of Bethurum, which in turn shall effect the return of the shares to treasury or caused the cancellation of the shares in return for/and the consideration of the forgiveness and cancellation of the $100,000 Promissory Note and the payment by Bethurum to Benchmark of an additional $75,000 USD. The cancellation and return of the Promissory Note and the $75,000 payment by Bethurum shall be considered as liquidated damages. The $125,000 that Benchmark leaves with Bethurum in turn will be treated as liquidated damages and both parties hereto agree to waive all causes of action against the other and hold the other harmless. 3. Demand Registration Rights. In connection with the transactions by and between Bethurum and Benchmark, Bethurum has agreed to grant certain registration rights to the holders of the shares to be issued pursuant to paragraphs 1 and 2 above and the holders of any shares issued while Bethurum may be deemed to be a shell. Bethurum agrees to provide those holders with Demand Registration Rights whereby, all shares; the 17,000,000 pre-split restricted common stock to be issued to Benchmark, its heirs, assigns or designees, and 12,500,000 pre-split restricted common stock shares to be issued to the Consultant Group, and all shares that may be deemed shares issued while Bethurum was a shell, shall be filed for registration with the Securities and Exchange Commission on the appropriate form within 45 days of the close of the Reorganization. Bethurum anticipates it will take 45 days to prepare and file the registration statement once the Reorganization has been closed and up to 150 days for the statement to become effective once the registration statement is filed. Bethurum agrees to pay all costs of registration and to pay a late penalty of $1,000 per day ($500 to Benchmark and $500 to Leonard Burningham, Trustee for the Consultant Group) for every day the registration process runs over the 150-day target. 4. Following the pre-split issuance of shares to the Consultant Group and Benchmark and/or its designees, Bethurum shall have 33,000,000 pre-split common stock shares issued and outstanding. 5. Bethurum would effect a 1 for 10 reverse split of its issued and outstanding common stock shares on or about August 14, 2000, resulting in 3,300,000 post-split shares issued and outstanding (the "Reverse Split") in accordance with the laws of the state of its organization. 6. BTRM would re-domicile from Utah to British Virgin Islands as soon as reasonably practicable. Benchmark will pay all costs not to exceed $40,000 to re-domicile BTRM from Utah to British Virgin Islands. The anticipated cost of the re-domiciling is in addition to the $300,000 paid Bethurum by Benchmark for the 17,000,000 pre-split restricted common stock shares. 7. The Suitable Reorganization Candidate with the assistance of Benchmark, shall effect the placement of not less than $10,000,000 in equity financing for the Suitable Reorganization Candidate on or before December 31, 2000 (the "Equity Financing") or Bethurum has the option not to enter into the contemplated Agreement and Plan of Reorganization among and between Bethurum and the Suitable Reorganization Candidate. The precise terms and conditions of the Equity Financing are expected to vary over time in accordance with market conditions. Consequently, the class and numbers of shares are all to be negotiated and determined in light of the market conditions existing at the time the Equity Financing is negotiated and secured, provided, however all such terms and conditions are subject to the Suitable Reorganization Candidate's acceptance and approval. 8. The Suitable Reorganization Candidate shall exchange up to 25,000,000 post- split shares of BTRM to effect the Reorganization. 9. To Summarize the Reorganization: (Post-reverse-split, post-Equity Financing, Post-plan) SHARES % Bethurum-Original Shareholders . . . . . .350,000 1.051 Bethurum-Consultants 1,250,000 3.754 Benchmark 1,700,000 5.105 Suitable Reorganization Candidate 25,000,000 75.075 Equity Financing (up to $25 mil.)* . . .5,000,000 15.015 Total. . . . . . . . . . . . . . . . . 33,300,000 100.00 % * The precise terms and conditions of the Equity Financing are expected to vary over time in accordance with market conditions. Consequently, the class and numbers of shares are all to be negotiated and determined in light of the market conditions existing at the time the Equity Financing is negotiated and secured. 10.If the Suitable Reorganization Candidate has not entered into an Agreement and Plan of Reorganization with BTRM on or before December 31, 2000, BTRM's current directors will have the right ("Call Option") to repurchase Benchmark's pre-split 17,000,000 restricted common stock shares which constitutes ownership of 51.52% of Bethurum prior to the contemplated Reorganization for $75,000 and forgiveness of Benchmark's $100,000 Promissory Note, or in the alternative, Benchmark can present an alternative candidate for reorganization for BTRM's current Board of Directors review and approval. Approval of an alternative reorganization candidate shall not unreasonably be withheld. (a) In the event an alternate reorganization candidate is approved by Bethurum's current board of directors, the $100,000 note from Benchmark to Bethurum will be due and payable at the closing of the Agreement and Plan of Reorganization for the alternate reorganization candidate on December 31, 2000 or whichever comes first. 11. Other. (a) The parties hereto agree that Bethurum shall not issue any securities other than those provided for herein without the expressed written consent of the current Board of Directors of Bethurum and the Benchmark (b) Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission and mailing a copy of such confirmation postage prepaid by certified mail, return receipt requested) or two business days following deposit of such notice with an internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by 10 days advance written notice to each of the other parties hereto: Bethurum Laboratories, Inc. 6371 Richmond Ave., Suite 200 Houston, Texas 77057 Tel: (713) 266-8005 Fax: (713) 266-8024 With a copy to: Branden T. Burningham, Esq. Attorney at Law 455 East 500 South, Suite 205 Salt Lake City, Utah 84111 Tel: (801) 363-7411 Fax: (801) 355-7126 and to: Benchmark Merchant Partners, L.P. Attn: Frank Delape 700 Gemini Houston, Texas 77058 Tel: (281) 488-3883 Fax: (281-488-5353 (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the County of Utah or the state courts of the State of Utah sitting in the County of Utah in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non-conveniens, to the bringing of any such proceeding in such jurisdictions. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. (e)This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supercedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. # # # # IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned this the 19th day of July, 2000. Sincerely, "Bethurum" or "BTRM" Bethurum Laboratories, Inc. By:/s/ W. A. Silvey, Jr., President IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned this the 19th day of July, 2000. Sincerely, "Benchmark" Benchmark Merchant Partners, L.P. By:/s/Frank Delape EX-99.2 3 0003.txt PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Benchmark Merchant Partners, L.P. ("Benchmark") jointly and severally promise to pay to the order of Bethurum Laboratories, Inc., (the "Holder") the sum of ONE-HUNDRED-THOUSAND U.S. Dollars ($100,000.00 USD), together with interest of six percent (6%) per annum on the unpaid balance. Said sum shall be paid in the manner following: Payment in full of principal and accrued interest to Bethurum Laboratories, Inc. upon execution by the parties thereto of the Agreement and Plan of Reorganization among and between a Suitable Reorganization Candidate and Bethurum Laboratories, Inc. (the "Closing") or close of business, 5:00 p.m., Central Standard Time on December 31, 2000, whichever occurs sooner. All payments shall be first applied to the interest and the balance to principal. This note may be prepaid, at any time, in whole or in part, without penalty. Holder shall assign or transfer said debt and the stock collateral pledged hereunder. The Promissory Note and the accompanying Pledge of Shares will be assigned as directed by Bethurum's current Board of Directors upon closing of the Securities Purchase Agreement. The Promissory Note obligation can be assumed with the mutual consent of Benchmark and the current members of the Board of the Directors of Bethurum. Such consent shall not be unreasonably withheld. This note shall at the option of any holder hereof be immediately due and payable upon the occurrence of any of the following: Failure to make any payment due hereunder within days of its due date. Breach of any condition of any security interest, mortgage, pledge agreement or guarantee granted as collateral security for this note. Breach of any condition of any security agreement or mortgage, if any, having a priority over any security agreement or mortgage on collateral granted, in whole or in part, as collateral security for this note. Upon the death, dissolution or liquidation of any of the undersigned, or any endorser, guarantor or surety hereto. Upon the filing by any of the undersigned of an assignment for the benefit of creditors, bankruptcy, or for relief under any provisions of the Bankruptcy Code; or by suffering an involuntary petition in bankruptcy or receivership not vacated within thirty days. In the event this note shall be in default, and placed with an attorney for collection, then the undersigned agree to pay all reasonable attorney fees and costs of collection. Payments not made within five days of due date shall be subject to a late charge of ten percent (___ 10%) of said payment. All payments hereunder shall be made to such address as may from time to time be designated by any holder hereof. In the event the Closing does not occur on or before December 31, 2000, Benchmark has the option to authorize and direct Leonard Burningham, Trustee, to return the 17,000,000 pre-split restricted Bethurum common stock shares held in Escrow, pursuant to the Pledge of Shares agreement, to the current members of the Board of Directors of Bethurum, which in turn shall effect the return of the shares to treasury or caused the cancellation of the shares in return for/and the consideration of the forgiveness and cancellation of the $100,000 Promissory Note and the payment by Bethurum to Benchmark of an additional $75,000 USD. The cancellation and return of the Promissory Note and the $75,000 payment by Bethurum shall be considered as liquidated damages. The $125,000 in consideration paid to Bethurum by Benchmark, in turn, will be treated as liquidated damages and both parties hereto agree to waive all causes of action against the other and hold the other harmless. The undersigned and all other parties to this note, whether as endorsers, guarantors or sureties, agree to remain fully bound hereunder until this note shall be fully paid and waive demand, presentment and protest and all notices thereto, and further agree to remain bound, notwithstanding any extension, modification, waiver, or other indulgence by any holder or upon the discharge or release of any obligor hereunder or to this note, or upon the exchange, substitution, or release of any collateral granted as security for this note. No modification or indulgence by any holder hereof shall be binding unless in writing; and any indulgence on any one occasion shall not be an indulgence for any other of future occasion. Any modification or change of terms, hereunder granted by any holder hereof, shall be valid and binding upon each of the undersigned, notwithstanding the acknowledgment of any of the undersigned, and each of the undersigned does hereby irrevocably grant to each of the others a power of attorney to enter into any such modification on their behalf. The rights of any holder hereof shall be cumulative and not necessarily successive. This note shall take effect as a sealed instrument and shall be construed, governed and enforced in accordance with the laws of the State of Utah. Undersigned, BENCHMARK MERCHANT PARTNERS, L.P. Dated: By: PLEDGE OF SHARES OF STOCK ("Pledge Agreement") FOR VALUE RECEIVED, the undersigned hereby deposits and pledges with Leonard Burningham, Esquire, Trustee for Bethurum Laboratories, Inc. ("Pledgee") as collateral security to secure the payment of: USD $100,000.00 Promissory Note made payable to Bethurum Laboratories, Inc. by Benchmark Merchant Partners, L.P. due upon execution of the Agreement and Plan of Reorganization with a Suitable Reorganization Candidate and Bethurum Laboratories, Inc. or close of business on December 31, 2000, whichever occurs first. The following shares of stock described as (17,000,000) shares of stock of Bethurum Laboratories, Inc. being stock certificate number: _____. It is understood and agreed: Pledgee shall assign or transfer said debt and the stock collateral pledged hereunder. The Promissory Note and the accompanying Pledge of Shares will be assigned as directed by Bethurum's current Board of Directors upon closing of the Securities Purchase Agreement. In the event there shall be a stock dividend or further issue of stock in the Corporation to the undersigned, the undersigned shall pledge said shares as additional collateral for the debt. During the pendancy of this agreement, the Pledgee shall collect all dividends declared on the stock and shall credit the amount of the dividends as a part payment of the interest and principal on the debt secured by the pledge. During the pendancy of this agreement, the Pledgor shall have the right to vote the stock at meetings of the corporation so long as the Pledgor is not in default of any term(s) of this agreement and so long as the Pledgor is not in default with respect to the payment of principal or interest as called for by the debt agreement. In order to insure Pledgor can vote under the terms of this agreement, Pledgee agrees to execute proxies in the Pledgor's name as such proxies shall be required. The undersigned warrants and represents it has good title to the shares being pledged, they are free from other liens and encumbrances, and the undersigned has full authority to transfer said shares as collateral security. In the event of default of payment of the debt, or breach of this pledge agreement, the Pledgee or holder shall have full rights to foreclose on the pledged shares and exercise its rights as a secured party pursuant to Article 9 of the Uniform Commercial Code; said rights being cumulative with any other rights the Pledgee may have against the undersigned. SIGNED UNDER SEAL this ____ day of _____________, _______ Undersigned, BENCHMARK MERCHANT PARTNERS, L.P. Dated: By: EX-99.3 4 0004.txt REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 19, 2000 (the "Agreement"), is made by and between BETHURUM LABORATORIES, INC., a Utah corporation (the "Company") and BENCHMARK MERCHANT PARTNERS, LP, a limited partnership (the "Purchaser"). W I T N E S S E T H: WHEREAS, pursuant to a Securities Purchase Agreement, dated as of the date hereof among the Purchaser and the Company (the "Securities Purchase Agreement"), the Company has agreed to issue and sell to the Purchaser: (i) 17,000,000 "unregistered" and "restricted" pre-split shares of the Company's $.001 par value common stock at an aggregate price of $300,000 (the "Common Stock"). The securities purchased pursuant to the Securities Purchase Agreement shall be referred to as the ?Purchaser Shares?. WHEREAS, to induce the Purchaser to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows: 1. Definitions. (a) As used in this Agreement, the following terms shall have the following meanings: (i) "Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act covering the Purchaser Shares. (ii) "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "Commission"). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement. 2. Registration. (a) Registration Statement. The Company shall prepare, and, as soon as practicable, file with the Commission a Registration Statement or Registration Statements (as necessary) on Form SB-2, covering the resale of all of the Purchaser Shares. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale all of the Purchaser Shares. The Company shall use its best efforts to have the Registration Statement declared effective within the earliest to occur of: (i) 360 days following the date hereof; or (ii) if the Commission elects not to conduct a review of the Registration Statement, the date which is five business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing. The Company shall at all times use its best efforts to file each required Registration Statement or amendment to a Registration Statement as soon as practicable after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement or amendment to become effective as soon as possible thereafter; (b) The Purchaser Shares issued to Purchaser may be deemed shares issued while Bethurum was a shell, shall be filed for registration on the appropriate form within 210 days of the execution of this Agreement. Bethurum anticipates the registration statement shall become effective within 150 days of its filing. The Company agrees to pay all costs of registration and pay a late penalty of $500 per day to Purchaser for every day the registration process exceeds the 360 day limit. (c) The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Purchaser Shares have been sold; (ii) the date on which the Purchaser Shares (in the opinion of counsel to the Purchaser) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act and; (iii) the date which is 24 months following the date on which the Registration Statement was declared effective (the "Registration Period"). 3. Obligations of the Company. In connection with the registration of the Purchaser Shares, the Company shall do each of the following: (a) Prepare and file with the Commission the Registration Statement required by Section 2 of this Agreement and such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectuses used in connection with the Registration Statement, each in such form as to which the Purchaser and its counsel shall not have objected, as may be necessary to keep the Registration effective at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all of the Purchaser Shares covered by the Registration Statement until such time as all of such Purchaser Shares have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement; (b) Furnish to the Purchaser, promptly after the Registration Statement is prepared and publicly distributed, filed with the Commission, or received by the Company, a copy of the Registration Statement, each preliminary prospectus, each final prospectus, and all amendments and supplements thereto and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of its Purchaser Shares; (c) Use all best efforts to (i) register and qualify the Purchaser Shares covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Purchaser may reasonably request; (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period; and (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period; (d) As promptly as practicable after becoming aware of such event, notify the Purchaser of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the Commission to correct such untrue statement or omission, and to deliver a number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request; (e) As promptly as practicable after becoming aware of such event, notify the Purchaser who holds Purchaser Shares being sold (or, in the event of an underwritten offering, the underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time, and to use its best efforts to promptly obtain the withdrawal of such stop order or other suspension of effectiveness; (f) If the offering is underwritten, at the request of the Purchaser, to furnish on the date that Purchaser Shares are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to any Purchaser selling Purchaser Shares in connection with such underwriting, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein); and (ii) a letter dated such date from the Company's independent public accountants addressed to the underwriters and to the Purchaser, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters may reasonably request; and (g) Cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates for the Purchaser Shares to be offered pursuant to the Registration Statement and to enable such certificates for the Purchaser Shares to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request, and registered in such names as the Purchaser may request. 4. Obligations of the Purchaser. In connection with the registration of the Purchaser Shares, the Purchaser shall have the following obligations: (a) Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchaser of the Purchaser Shares pursuant to the Registration Statement. (b) Furnish to the Company such information regarding itself, the Purchaser Shares held by it, and the intended method of disposition of the Purchaser Shares held by it, as shall be reasonably required to effect the registration of such Purchaser Shares, and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. (c) The Purchaser, by its acceptance of the Purchaser Shares, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) or 3(e) above, it will immediately discontinue disposition of its Purchaser Shares pursuant to the Registration Statement covering such Purchaser Shares until such copies of the supplemented or amended prospectus contemplated by Section 3(d) or 3(e) shall be furnished to the Purchaser. 5. Expenses of Registration. All expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers and other than brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 3, with respect to each Registration Statement filed pursuant hereto, shall be borne by the Company. 6. Indemnification. In the event any Purchaser Shares are included in a Registration Statement under this Agreement: (a) The Company will indemnify and hold harmless the Purchaser, each of its officers, directors, shareholders and members, and each person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission to state therein any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state or foreign securities law or any rule or regulation under the Securities Act, the Exchange Act or any state or foreign securities law (the matters in foregoing clauses (i) through (iii) being, collectively, "Violations"). Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not: (i) apply to any Claim arising out of or based upon a modification which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus, inure to the benefit of any such person from whom the person asserting any such Claim purchased the Purchaser Shares that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the final prospectus, as then amended or supplemented, if such final prospectus was timely made available by the Company pursuant to Section 3(b) hereof; (iii) be available to the extent that such Claim is based upon a failure of the Purchaser to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(b) hereof; or (iv) apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Purchaser will indemnify the Company and its officers and directors against any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of the Purchaser, expressly for use in connection with the reparation of the Registration Statement, subject to such limitations and conditions as are applicable to the Indemnification provided by the Company in this Section 6. (b) Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person, provided, however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the Purchaser, and such legal counsel shall be selected by the Purchaser. The failure to deliver written notice to an indemnifying party within a reasonable time after the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 6, except to the extent that the indemnifying party is materially prejudiced in its ability to such action. (c) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of an unconditional and irrevocable release from all liability in respect of such claim or litigation. 7. Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited under applicable law, the indemnifying party agrees to contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the Indemnified Person on the other hand in connection with the statements or omissions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the Indemnified Person shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact on which such Claim is based relates to information supplied by the indemnifying party or by the Indemnified Person, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the forgoing: (i) no contribution shall be made under circumstances where the payor would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Purchaser Shares guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Purchaser Shares who was not guilty of such fraudulent misrepresentation and (iii) contribution by any seller of Purchaser Shares shall be limited in amount to the net proceeds received by such seller from the sale of such Purchaser Shares. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro-rata allocation (even if the Purchaser and any other party were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section. 8. Reports Under Exchange Act. With a view to making available to the Purchaser the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Purchaser to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, for so long as the Purchaser is not eligible to use Rule 144(k) for the resale of the Purchaser Shares, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to the Purchaser so long as the Purchaser owns Purchaser Shares, promptly upon request: (1) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act; (2) a copy of the most recent annual or periodic report of the Company and such other reports and documents so filed by the Company; and (3) such other information as may be reasonably requested to permit the Purchaser to sell such securities pursuant to Rule 144 without registration. 9. Assignment of the Registration Rights. The rights to have the Company register Purchaser Shares pursuant to this Agreement shall be automatically assigned by Purchaser to any transferee of all or any portion of the Purchaser Shares held by Purchaser if: (a) Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of: (i) the name and address of such transferee or assignee; and (ii) the securities with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transfer of the relevant securities complies with the restrictions set forth in Section 4 of the Securities Purchase Agreement. 10. Amendment of Registration Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon Purchaser and the Company. 11. Miscellaneous. (a) A person or entity is deemed to be a holder of Purchaser Shares whenever such person or entity owns of record such Purchaser Shares. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Purchaser Shares, the Company shall act upon the basis of the instructions, notice or election received from the registered owner of such Purchaser Shares. (b) Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission and mailing a copy of such confirmation postage prepaid by certified mail, return receipt requested) or two business days following deposit of such notice with an internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by 10 days advance written notice to each of the other parties hereto. COMPANY: BETHURUM LABORATORIES, INC. Attn: Mr. W. A. Silvey, Jr. 6371 Richmond Ave., Suite 200 Houston, Texas 77057 Tel: (713) 266-8005 Fax: (713) 266-8024 With a copy to: Branden T. Burningham, Esq. 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 Tel: (801) 363-7411 Fax: (801) 355-7126 PURCHASER: BENCHMARK MERCHANT PARTNERS, LP Attn: Frank DeLape 700 Gemini Houston, Texas 77058 Tel: (281) 488-3883 Fax: (281) 488-5353 (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the County of Utah or the state courts of the State of Utah sitting in the County of Utah in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such validity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. Subject to the provisions of Section 10 hereof, this Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (e) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (f) Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. (g) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned. "Company" BETHURUM LABORATORIES, INC. By/s/W.A. Silvey, Jr. W. A. Silvey, Jr., President "Purchaser" BENCHMARK MERCHANT PARTNERS, LP By:/s/Frank DeLape EX-99.4 5 0005.txt REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of July 19, 2000 (the "Agreement") is made by and between BETHURUM LABORATORIES, INC., a Utah corporation (the "Company"), and , (the "Purchaser"). W I T N E S S E T H: WHEREAS, pursuant to a Securities Purchase Agreement, dated as of the date hereof among the Purchaser and the Company (the "Securities Purchase Agreement"), the Company has agreed to issue and sell to the Purchaser: (i) ________________ "unregistered" and "restricted" pre-split shares of the Company's $.001 par value common stock at an aggregate price of $________________ (the "Common Stock"). The securities purchased pursuant to the Securities Purchase Agreement shall be referred to as the ?Purchaser Shares?. WHEREAS, to induce the Purchaser to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows: 1. Definitions. (a) As used in this Agreement, the following terms shall have the following meanings: (i) "Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act covering the Purchaser Shares. (ii) "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement or Registration Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "Commission"). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement. 2. Registration. Registration Statement. The Company shall prepare, and, as soon as practicable, file with the Commission a Registration Statement or Registration Statements (as necessary) on Form SB-2, covering the resale of all of the Purchaser Shares. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale all of the Purchaser Shares. The Company shall use its best efforts to have the Registration Statement declared effective within the earliest to occur of: (i) 360 days following the date hereof; or (ii) if the Commission elects not to conduct a review of the Registration Statement, the date which is five business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing. The Company shall at all times use its best efforts to file each required Registration Statement or amendment to a Registration Statement as soon as practicable after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement or amendment to become effective as soon as possible thereafter; The Purchaser Shares issued to Purchaser may be deemed shares issued while Bethurum was a shell, shall be filed for registration on the appropriate form within 210 days of the execution of this Agreement. Bethurum anticipates the registration statement shall become effective within 150 days of its filing. The Company agrees to pay all costs of registration and pay a late penalty of $500 per day to Purchaser for every day the registration process exceeds the 360 day limit. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Purchaser Shares have been sold; (ii) the date on which the Purchaser Shares (in the opinion of counsel to the Purchaser) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act and; (iii) the date which is 24 months following the date on which the Registration Statement was declared effective (the "Registration Period"). 3. Obligations of the Company. In connection with the registration of the Purchaser Shares, the Company shall do each of the following: (a) Prepare and file with the Commission the Registration Statement required by Section 2 of this Agreement and such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectuses used in connection with the Registration Statement, each in such form as to which the Purchaser and its counsel shall not have objected, as may be necessary to keep the Registration effective at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all of the Purchaser Shares covered by the Registration Statement until such time as all of such Purchaser Shares have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement; (b) Furnish to the Purchaser, promptly after the Registration Statement is prepared and publicly distributed, filed with the Commission, or received by the Company, a copy of the Registration Statement, each preliminary prospectus, each final prospectus, and all amendments and supplements thereto and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of its Purchaser Shares; (c) Use all best efforts to (i) register and qualify the Purchaser Shares covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Purchaser may reasonably request; (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period; and (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period; (d) As promptly as practicable after becoming aware of such event, notify the Purchaser of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the Commission to correct such untrue statement or omission, and to deliver a number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request; (e) As promptly as practicable after becoming aware of such event, notify the Purchaser who holds Purchaser Shares being sold (or, in the event of an underwritten offering, the underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time, and to use its best efforts to promptly obtain the withdrawal of such stop order or other suspension of effectiveness; (f) If the offering is underwritten, at the request of the Purchaser, to furnish on the date that Purchaser Shares are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to any Purchaser selling Purchaser Shares in connection with such underwriting, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein); and (ii) a letter dated such date from the Company's independent public accountants addressed to the underwriters and to the Purchaser, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters may reasonably request; and (g) Cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates for the Purchaser Shares to be offered pursuant to the Registration Statement and to enable such certificates for the Purchaser Shares to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request, and registered in such names as the Purchaser may request. 4. Obligations of the Purchaser. In connection with the registration of the Purchaser Shares, the Purchaser shall have the following obligations: (a) Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchaser of the Purchaser Shares pursuant to the Registration Statement. (b) Furnish to the Company such information regarding itself, the Purchaser Shares held by it, and the intended method of disposition of the Purchaser Shares held by it, as shall be reasonably required to effect the registration of such Purchaser Shares, and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. (c) The Purchaser, by its acceptance of the Purchaser Shares, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) or 3(e) above, it will immediately discontinue disposition of its Purchaser Shares pursuant to the Registration Statement covering such Purchaser Shares until such copies of the supplemented or amended prospectus contemplated by Section 3(d) or 3(e) shall be furnished to the Purchaser. 5. Expenses of Registration. All expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers and other than brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 3, with respect to each Registration Statement filed pursuant hereto, shall be borne by the Company. 6. Indemnification. In the event any Purchaser Shares are included in a Registration Statement under this Agreement: (a) The Company will indemnify and hold harmless the Purchaser, each of its officers, directors, shareholders and members, and each person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission to state therein any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state or foreign securities law or any rule or regulation under the Securities Act, the Exchange Act or any state or foreign securities law (the matters in foregoing clauses (i) through (iii) being, collectively, "Violations"). Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not: (i) apply to any Claim arising out of or based upon a modification which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus, inure to the benefit of any such person from whom the person asserting any such Claim purchased the Purchaser Shares that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the final prospectus, as then amended or supplemented, if such final prospectus was timely made available by the Company pursuant to Section 3(b) hereof; (iii) be available to the extent that such Claim is based upon a failure of the Purchaser to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(b) hereof; or (iv) apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Purchaser will indemnify the Company and its officers and directors against any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of the Purchaser, expressly for use in connection with the reparation of the Registration Statement, subject to such limitations and conditions as are applicable to the Indemnification provided by the Company in this Section 6. (b) Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person, provided, however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the Purchaser, and such legal counsel shall be selected by the Purchaser. The failure to deliver written notice to an indemnifying party within a reasonable time after the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 6, except to the extent that the indemnifying party is materially prejudiced in its ability to such action. (c) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of an unconditional and irrevocable release from all liability in respect of such claim or litigation. 7. Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited under applicable law, the indemnifying party agrees to contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the Indemnified Person on the other hand in connection with the statements or omissions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the Indemnified Person shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact on which such Claim is based relates to information supplied by the indemnifying party or by the Indemnified Person, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the forgoing: (i) no contribution shall be made under circumstances where the payor would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Purchaser Shares guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Purchaser Shares who was not guilty of such fraudulent misrepresentation and (iii) contribution by any seller of Purchaser Shares shall be limited in amount to the net proceeds received by such seller from the sale of such Purchaser Shares. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro-rata allocation (even if the Purchaser and any other party were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section. 8. Reports Under Exchange Act. With a view to making available to the Purchaser the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Purchaser to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, for so long as the Purchaser is not eligible to use Rule 144(k) for the resale of the Purchaser Shares, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to the Purchaser so long as the Purchaser owns Purchaser Shares, promptly upon request: (1) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act; (2) a copy of the most recent annual or periodic report of the Company and such other reports and documents so filed by the Company; and (3) such other information as may be reasonably requested to permit the Purchaser to sell such securities pursuant to Rule 144 without registration. 9. Assignment of the Registration Rights. The rights to have the Company register Purchaser Shares pursuant to this Agreement can be assigned by Purchaser to any transferee of all or any portion of the Purchaser Shares held by Purchaser if: (a) the current Board of Directors of Bethurum Laboratories, Inc. provides the assignee with written approval of the assignment, (b) Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (c) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of: (i) the name and address of such transferee or assignee; and (ii) the securities with respect to which such registration rights are being transferred or assigned; (d) at or before the time the Company receives the written notice contemplated by clause (e) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (f) the transfer of the relevant securities complies with the restrictions set forth in Section 4 of the Securities Purchase Agreement. 10. Amendment of Registration Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon Purchaser and the Company. 11. Miscellaneous. (a) A person or entity is deemed to be a holder of Purchaser Shares whenever such person or entity owns of record such Purchaser Shares. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Purchaser Shares, the Company shall act upon the basis of the instructions, notice or election received from the registered owner of such Purchaser Shares. (b) Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission and mailing a copy of such confirmation postage prepaid by certified mail, return receipt requested) or two business days following deposit of such notice with an internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by 10 days advance written notice to each of the other parties hereto. COMPANY: BETHURUM LABORATORIES, INC. Attn: Mr. W. A. Silvey, Jr. 6371 Richmond Ave., Suite 200 Houston, Texas 77057 Tel: (713) 266-8005 Fax: (713) 266-8024 With a copy to: Branden T. Burningham, Esq. 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 Tel: (801) 363-7411 Fax: (801) 355-7126 PURCHASER: Tel: ( ) (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the County of Utah or the state courts of the State of Utah sitting in the County of Utah in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such validity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. Subject to the provisions of Section 10 hereof, this Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (e) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (f) Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. (g) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned. "Company" BETHURUM LABORATORIES, INC. By: W. A. Silvey, Jr., President "Purchaser" By: (Print Name) -----END PRIVACY-ENHANCED MESSAGE-----