-----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, M3hiDlvPpWb8W3jAWb0sqF3VyySxuorMGPlfFxp1qhXS6FTeixn+lE8Ipk1rsavG xJCCj8koIbBzeQ4fbzD9LQ== 0000950144-02-001983.txt : 20020415 0000950144-02-001983.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-001983 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21325 FILM NUMBER: 02565092 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH ST STREET 2: STE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: MANSUR INDUSTRIES INC DATE OF NAME CHANGE: 19960717 8-K 1 g74512e8-k.txt SYSTEMONE TECHNOLOGIES *-K 2/27/2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 27, 2002 SYSTEMONE TECHNOLOGIES INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-21325 65-0226813 - ------------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 8305 N.W. 27TH STREET SUITE 107 MIAMI, FLORIDA 33122 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (305) 593-8015 ------------------------------------------------------ (Registrant's telephone number, including area code) (NOT APPLICABLE) ------------------------------------------------------ (Former name or former address, if changed since last report) Page 1 of 3 Pages Exhibit Index at Page 3 ITEM 5. OTHER EVENTS. On February 27, 2002, SystemOne Technologies Inc. (the "Registrant") entered into a Third Amendment to Loan Agreement (the "Amendment") by and among the Registrant, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. (collectively, the "Lenders"), extending the maturity date of the Loans provided thereby until September 30, 2002 and providing that the Registrant will not have to issue Additional Warrants to the Lenders until the Registrant (i) sells securities or incurs debt with gross cash proceeds to the Registrant in an amount equal to or greater than the outstanding principal amount under the Loans, or (ii) enters into a merger, consolidation or sale of all or substantially all of its assets. In connection with the Amendment, on February 27, 2002, the Registrant, the Lenders, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. (collectively with the Lenders, the "INVESTORS") entered into a Letter Agreement, suspending the Registrant's registration obligations for shares of common stock issuable upon conversion of the shares of Series B, C and D Preferred Stock which the Registrant issued to the Investors, until the Registrant receives a notice from Investors holding shares with a then current market value of at least $1,000,000 requesting that the Registrant register such shares. Page 2 of 3 Pages ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following Exhibits are provided in accordance with the provisions of Item 601 of Regulation S-B and are filed herewith. EXHIBIT INDEX 10.1 Third Amendment to Loan Agreement dated February 27, 2002, by and among SystemOne Technologies Inc., Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. 10.2 Letter Agreement dated February 27, 2002, by and among SystemOne Technologies Inc., Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P., Environmental Opportunities Fund II (Institutional), L.P., Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. 10.3 Letter Agreement dated February 27, 2002, by and among SystemOne Technologies Inc., Paul I. Mansur, Pierre G. Mansur, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P., Environmental Opportunities Fund II (Institutional), L.P., Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYSTEMONE TECHNOLOGIES INC. Date: March 1, 2002 By: /s/ PAUL I. MANSUR --------------------------------- Paul I. Mansur Chief Executive Officer Page 3 of 3 Pages EX-10.1 3 g74512ex10-1.txt THIRD AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.1 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT (this "AMENDMENT") is made as of this 27th day of February, 2002, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "BORROWER"), Hanseatic Americas LDC ("HANSEATIC"), Environmental Opportunities Fund II, LP ("ENVIRONMENTAL II") and Environmental Opportunities Fund II (Institutional), LP ("ENVIRONMENTAL INSTITUTIONAL", collectively with Hanseatic and Environmental II, the "LENDERS"). RECITALS WHEREAS, the Borrower and the Lenders are parties to that certain Loan Agreement dated August 7, 2000, as amended by a First Amendment to Loan Agreement dated as of November 10, 2000 and a Second Amendment to Loan Agreement dated as of November 30, 2000 (as amended, the "LOAN AGREEMENT"); and WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement to (i) change the Maturity Date (as defined in the Loan Agreement) from February 7, 2002 to September 30, 2002, and (ii) change the terms upon which the Borrower will issue the Additional Warrants (as defined in the Loan Agreement) to the Lender; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Article I, Section 1.1 (xxxvi) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxvi) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxvi) to read as follows: (xxxvi) The term "MATURITY DATE" shall mean September 30, 2002. 2. Article II, Section 2.10 of the Loan Agreement is hereby amended by deleting the second sentence of Article II, Section 2.10 in its entirety and substituting therefor a new sentence to read as follows: In addition, in the event that the Borrower does not punctually satisfy the Note on or prior to February 28, 2002 and after such date the Borrower (i) sells debt or equity securities, or debt securities convertible into equity securities, or incurs debt with a final scheduled maturity date more than twelve months after issuance or incurrence providing gross cash proceeds to the Borrower in an amount equal to or greater than the outstanding principal amount and accrued interest of the Notes on the date of such sale or incurrence, or (ii) enters into a merger, consolidation, sale of all or substantially all of its assets or other business combination transaction with a party that prior to such transaction owns less than 25 percent of the voting power of the Borrower's outstanding equity securities, then upon the consummation of the earliest of any such transaction, the Borrower shall forthwith issue and deliver to each of the original holders of the Notes a number of additional warrants (hereinafter, with respect to all Lenders, referred to as the "Additional Warrants") to purchase shares of Common Stock (hereinafter with respect to all Lenders referred to as the "Additional Warrant Shares") equal to the number of Initial Warrants to such original holder, such Additional Warrants to be evidenced by warrant certificates (hereinafter referred to, collectively, as the "Additional Warrant Certificates"), each registered in the name of such original holder and dated the date of issuance thereof, in the form of the Initial Warrant Certificate (except that all such Additional Warrants shall be immediately exercisable, and provided that the terms of the Additional Warrants as aforesaid shall, for purposes of issuance thereof and without limiting the operation thereof, be subject to adjustment pursuant to Section 6 of the form of Initial Warrant Certificate as if in effect from and after the Closing Date). 3. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 4. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 5. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ PAUL I. MANSUR ---------------------------------------- Paul I. Mansur Chief Executive Officer LENDERS HANSEATIC AMERICAS LDC By: Hanseatic Corporation By: /s/ PAUL A. BIDDELMAN -------------------------------- Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: /s/ KENNETH C. LEUNG -------------------------------- Kenneth C. Leung Chief Investment Officer 3 EX-10.2 4 g74512ex10-2.txt LETTER AGREEMENT EXHIBIT 10.2 [SYSTEMONE LETTERHEAD] February 27, 2002 To the Investors and Lenders set forth on the signature page hereto: RE: SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY 6, 1999 (THE "SERIES B AGREEMENT") BETWEEN MANSUR INDUSTRIES INC., NOW KNOWN AS SYSTEMONE TECHNOLOGIES INC. (THE "COMPANY"), AND THE INVESTORS NAMED IN SCHEDULE I THERETO (THE "SERIES B INVESTORS"); SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 24, 1999 (THE "SERIES C AGREEMENT") BETWEEN THE COMPANY AND THE INVESTOR NAMED THEREIN (THE "SERIES C INVESTOR"); SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY 2, 2000 (THE "SERIES D AGREEMENT") BETWEEN THE COMPANY AND THE INVESTORS NAMED IN SCHEDULE I THERETO (THE "SERIES D INVESTORS"); AND LOAN AGREEMENT DATED AS OF AUGUST 7, 2000, AS AMENDED TO DATE (THE "LOAN AGREEMENT" AND, TOGETHER WITH THE SERIES B AGREEMENT, THE SERIES C AGREEMENT AND THE SERIES D AGREEMENT, THE "AGREEMENTS") BETWEEN THE COMPANY AND THE LENDERS NAMED THEREIN (THE "LENDERS" AND TOGETHER WITH THE SERIES B INVESTORS, THE SERIES C INVESTOR AND THE SERIES D INVESTORS, THE "INVESTORS"). Ladies and Gentlemen: Pursuant to the Agreements, the Company has issued to the Investors shares of preferred stock convertible into common stock of the Company and warrants to purchase common stock of the Company. For purposes hereof, capitalized terms utilized and not otherwise defined herein shall have the meanings ascribed to them in the Agreements, respectively, as applicable in the context used. Under the Agreements, the Company has agreed to register under state and federal securities laws the Registrable Securities for resale by the holders of Registrable Securities (as defined in the Agreements) (such obligations being referred to herein as the "REGISTRATION OBLIGATIONS"). In accordance with the Registration Obligations arising under the Series B Agreement and the Series C Agreement, the Company effected registration of the applicable Registrable Securities under the Securities Act of 1933, as amended (the "SECURITIES ACT"), pursuant to an effective registration statement on Form S-3 (Registration Statement Number 333-86757) and filed a registration statement on Form S-3 (Registration Statement Number 333-44962) with respect to the Registrable Securities under the Series D Agreement and the Loan Agreement, which registration statement is not yet effective. The Company's Registration Obligations under the Series D Agreement and the Loan Agreement to cause Registration Statement Number 333-44962 to become effective were waived to not later than May 30, 2001 pursuant to the Consent Agreement dated as of November 22, 2000 between the Company and the Series D Investors and the Lenders. As a result of the delisting of the Company's common stock from the Nasdaq Stock Market, the Company is no longer eligible to use Form S-3 to effect registration of the Registrable Securities for resale. As a result, the cost of effecting and maintaining the effectiveness of registration of the Registrable Securities has been greatly increased; such additional costs and fees would adversely and unnecessarily affect the Company's operating results inasmuch as the market price of the Company's common stock is lower than the conversion or exercise prices applicable to the Registrable Securities. Furthermore, the amount of Registrable Securities that could be sold without registration pursuant to Rule 144 under the Securities Act (assuming compliance with the provisions of Rule 144, including the holding period requirements) far exceeds the number of shares that could be sold economically into the market given the low trading volume for the Company's common stock. Accordingly, in order to avoid such unnecessary cost and expense and in consideration of the additional rights granted to the holders of Registrable Securities herein, the Company hereby requests that the Investors agree as follows: (a) The Company shall not be required to fulfill its obligations to file a Registration Statement with respect to the Registrable Securities under, respectively, the Series D Agreement or the Loan Agreement unless and until, in each case, the Company shall have received a written notice from one or more holders of Registrable Securities thereunder stating that there is on the part of such person or persons giving such notice a bona fide intent to sell Registrable Securities having a Current Market Value (as hereinafter defined) of not less than $1 million and requesting that the Company effect registration of such Registrable Securities in accordance with the applicable Registration Obligations (a "DEMAND NOTICE"). If the Company receives a Demand Notice, it shall promptly notify any other holders of Registrable Securities under the Series D Agreement and the Loan Agreement not party to such Demand Notice of its receipt of such Demand Notice and the Company shall include in any such registration, the Registrable Securities of such other holders of Registrable Securities thereunder to the extent requested, and such holders shall cooperate to the extent required by the terms of the Registration Obligations set forth in such agreements, respectively. The Company shall prepare and file such Registration Statement (or at its option amend Registration Statement Number 333-44962 if not previously withdrawn) and use its reasonable best efforts to cause such registration statement to become effective not later than the 120th day after the Company's receipt of the Demand Notice; PROVIDED, HOWEVER, that if in the good faith opinion of the board of directors of the Company, such registration would require the Company to make a disclosure that would be materially detrimental to the Company's best interests, then the Company shall be entitled to defer such registration for not more than 120 days. If such registration statement is not declared effective by the 120th day after the Company's receipt of the Demand Notice (subject to extension pursuant to the preceding proviso), then the Company shall be required to pay to the Series D Investors or the Lenders, as the case may be, Liquidated Damages (as defined in the Agreement applicable to the affected Registrable Securities) in accordance with the Series D Agreement or the Loan Agreement, as the case may be, such Liquidated Damages to commence accruing from and including the 121st day after the Company's receipt of the Demand Notice (subject to extension as aforesaid). Upon receipt of a Demand Notice (but subject to the proviso of the second preceding sentence) the Company and the holders of Registrable Securities participating in the registration contemplated thereby shall otherwise comply with the other applicable provisions of the Registration Obligations set forth in the Series D Agreement and the Loan Agreement. (b) For purposes hereof, "CURRENT MARKET VALUE" per Registrable Security shall be calculated, on any date, on the basis of the average, for 30 consecutive trading days commencing 45 days before such date, of the last sale price thereof on each such day on the principal stock exchange or the Nasdaq National Market on which it is then listed or admitted to trading, and if no sale takes place on any such day on any such exchange or market, the average of the last reported closing bid and asked prices on such date as officially quoted on any such exchange or market; and if such Registrable Security is on any day during such 30 day period not listed or admitted to trading on any stock exchange or such market, the average of the last reported closing bid and asked prices on such day in the over-the-counter market, as furnished by Nasdaq or the National Quotation Bureau, Inc.; and if neither such corporation at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or if there is no such firm, as furnished by any member of the National Association of Securities Dealers Inc. selected by the Board of Directors of the Company in good faith and approved by the holder or holders of Registrable Securities delivering such Demand Notice in question (such approval not to be unreasonably withheld or delayed). (c) If the Company determines to register any equity securities for sale (other than pursuant to Form S-8 or Form S-4 or any successor forms under the Securities Act), then if any Registrable Securities remain unsold, the Company shall give prompt notice of such determination and allow the holders of Registrable Securities to request the inclusion of their Registrable Securities in such offering; PROVIDED, HOWEVER, that, if such offering is an underwritten 2 offering and the managing underwriters advise the Company in writing that in their opinion the total number or dollar amount of securities to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, the Company shall include in such registration: (i) first, all securities requested to be included in such registration by any securityholders initiating such registration; (ii) second, all securities the Company proposes to sell; and (iii) third, the Registrable Securities requested to be included in such registration which, in the opinion of such underwriters, can be sold (allocated pro rata among the holders of such Registrable Securities on the basis of the number of securities requested to be included therein by each such holder). The Company shall pay all Registration Expenses of any such offering and each holder of Registrable Securities shall pay its Selling Expenses. Any holders of Registrable Securities participating in an underwritten offering shall, as a condition to such participation, execute an underwriting agreement in the form required by such underwriter containing customary representations, warranties, covenants, conditions and indemnifications. In all other respects, the Company's Registration Obligations set forth in the applicable Agreement shall apply in respect of Registrable Securities included in a registration pursuant to this paragraph (c). A registration of Registrable Securities pursuant to this paragraph (c) shall not be counted as a Demand Registration. (d) Notwithstanding its Registration Obligations set forth in the Series B Agreement or the Series C Agreement, if the Company is not eligible to use Form S-3 for the purpose of amending registration statement Number 333-86757, then the Company shall not be required to amend such registration statement unless and until the Company shall have received a written notice from one more holders of Registrable Securities under the Series B Agreement or the Series C Agreement stating that there is on the part of such person or persons giving such notice a bona fide intent to sell shares of such Registrable Securities having a Current Market Value of not less than $1 million and requesting that the Company effect an amendment of such registration statement so that sales of such Registrable Securities pursuant thereto may resume (an "AMENDMENT NOTICE"). The Company shall prepare and file such amendment and use its reasonable best efforts to cause such amendment to become effective not later than the 120th day after the Company's receipt of the Amendment Notice; PROVIDED, HOWEVER, that if in the good faith opinion of the board of directors of the Company, such amendment would require the Company to make a disclosure that would be materially detrimental to the Company's best interests, then the Company shall be entitled to defer the filing of such amendment for not more than 120 days. If such amendment is not declared effective by the 120th day after the Company's receipt of the Amendment Notice (subject to extension pursuant to the preceding proviso), then the Company shall be required to pay the Series B Investors or the Series C Investor, as the case may be, Liquidated Damages in accordance with the Series B Agreement or the Series C Agreement, as the case may be, such Liquidated Damages to commence accruing from and including the 121st day after the Company's receipt of the Amendment Notice (subject to extension as aforesaid). (e) Except to the extent payment is required hereby, the Investors waive the payment of any Liquidated Damages which may have accrued to the date hereof or hereafter accrue (but for the fact that this letter agreement shall have been entered into) pursuant to the Agreements. (f) The Company may at its option withdraw Registration Statement Number 333-44962. (g) Without limiting the generality of the foregoing: (i) all indemnification and contribution provisions of the Agreements, and all provisions regarding registration and compliance under the Exchange Act and listing, shall remain in full force and effect and, without limitation, apply, respectively, to performance hereunder; and (ii) the effectiveness of each Registration Statement hereunder shall be maintained by the Company through the applicable Effectiveness Period. (h) The provisions hereof shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. [remainder of this page intentionally left blank] 3 If the foregoing is acceptable, please execute a copy of this letter agreement in the space provided and return such executed copy to the undersigned. Very truly yours, SYSTEMONE TECHNOLOGIES INC. By: /s/ PAUL I. MANSUR ----------------------------- Paul I. Mansur Chief Executive Officer Agreed to an accepted as of the date first above written: Investors and Lenders: ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. HANSEATIC AMERICAS LDC ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Hanseatic Corporation By: Fund II Mgt. Co., LLC By: /s/ PAUL A. BIDDELMAN General Partner --------------------- Paul A. Biddelman President By: /s/ KENNETH C. LEUNG ---------------------------- Kenneth C. Leung Chief Investment Officer ENVIRONMENTAL OPPORTUNITIES FUND, L.P. ENVIRONMENTAL OPPORTUNITIES FUND (CAYMAN), L.P. By: Environmental Opportunities Management Co., LLC General Partner By: /s/ BRUCE McMAKEN ---------------------------- Bruce McMaken Manager 4 EX-10.3 5 g74512ex10-3.txt LETTER AGREEMENT EXHIBIT 10.3 February 27, 2002 Hanseatic Americas LDC 450 Park Avenue New York, New York 10022 Environmental Opportunities Fund II LP Environmental Opportunities Fund II (Institutional) LP c/o Sanders Morris Harris 3100 Chase Tower 600 Travis Street Houston, Texas 77002 Dear Sirs: Reference is hereby made to: (i) the Loan Agreement dated as of August 7, 2000, as amended by Amendment No. 1 dated as of November 10, 2000, Amendment No. 2 dated November 30, 2000 and Amendment No. 3 dated the date hereof (the foregoing, as from time to time further amended, collectively referred to as the "Amended Loan Agreement") entered into among us; and (ii) the Supplemental Letter dated August 7, 2000 (the "Supplemental Letter") executed by you and the undersigned, together with the concurring shareholders executing this letter (a copy of which is annexed hereto). Capitalized terms utilized herein and not otherwise defined herein shall have the meanings assigned to them in the Amended Loan Agreement. This letter shall confirm that the Supplemental Letter remains in full force and effect, and that all references therein to the Loan Agreement shall be deemed references to the Amended Loan Agreement. Very truly yours, SYSTEMONE TECHNOLOGIES, INC. By /s/ PAUL I. MANSUR ------------------------------------- Paul I. Mansur Chief Executive Officer AGREED: ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. HANSEATIC AMERICAS LDC ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Hanseatic Corporation By: Fund II Mgt. Co., LLC By: /s/ PAUL A. BIDDELMAN ------------------------ General Partner Paul A. Biddelman President By: /s/ KENNETH C. LEUNG ---------------------------- Kenneth C. Leung Chief Investment Officer The undersigned concurring shareholders agree to the foregoing: /s/ PIERRE G. MANSUR - ------------------------------------ Pierre G. Mansur /s/ PAUL I. MANSUR - ------------------------------------ Paul I. Mansur ENVIRONMENTAL OPPORTUNITIES FUND, L.P. ENVIRONMENTAL OPPORTUNITIES FUND (CAYMAN), L.P. By: Environmental Opportunities Management Co., LLC General Partner By:/s/ BRUCE MCMAKEN ------------------------- Bruce McMaken Manager -----END PRIVACY-ENHANCED MESSAGE-----