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Published on 11/1/2006 in the Prospect News PIPE Daily.

VCampus lowers conversion price preferreds; may pay dividends in shares

By Laura Lutz

Des Moines, Nov. 1 - VCampus Corp. agreed to modify the conversion price of its series B-1 preferred stock and the exercise price of the related warrants, according to an 8-K filing with the Securities and Exchange Commission.

In exchange, the company gains the right to pay dividends in additional shares of the preferreds rather than in cash for the quarters ending Dec. 31, 2006, March 31, 2007 and June 30, 2007.

The modified conversion price will be $0.37 per share plus 2% of the amount, if any, by which the closing price of VCampus's common stock exceeds $0.37.

The company also agreed to issue warrants for 450,000 shares of common stock to holder of the series B-1 preferreds. The exercise price of the warrants will be equal to the conversion price of the preferreds.

Located in Reston, Va., VCampus provides online and distance learning services to corporations.


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