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Published on 4/7/2005 in the Prospect News PIPE Daily.

New Issue: Directview receives $10 million equity line, $1 million in debentures

By Sheri Kasprzak

Atlanta, April 7 - Directview Inc. said it has raised $10 million from a standby equity distribution agreement and $1 million in a private placement of convertible debentures.

The company received the equity line from Cornell Capital Partners LP. The agreement allows the company to sell stock to Cornell over the course of two years at 97% of the lowest volume weighted average price during the five trading days after the drawdown notice.

There is a $250,000 limit for each draw.

Newbridge Securities Corp. was the placement agent for the equity line.

The company also sold $1 million in convertible debentures to Highgate House Funds Ltd.

The debentures bear interest at 7% annually, mature in one year and are convertible into common shares at $0.024 each.

The convertibles are redeemable at three days' notice at 120% of the principal to be redeemed plus interest.

Highbridge also received warrants for 4 million shares, exercisable at $10.00 each for three years.

Based in Boca Raton, Fla., Directview provides videoconferencing services. It plans to use the proceeds from the debentures for general working capital.

Equity agreement

Issuer:Directview Inc.
Issue:Standby equity distribution agreement
Amount:$10 million
Tenor:Two years
Price:97% of the volume weighted average price five trading days after drawdown notice
Warrants:No
Investors:Cornell Capital Partners LP
Placement agent:Newbridge Securities Corp.
Settlement date:April 1
Stock price:$0.02 at close April 1
Debentures
Issuer:Directview Inc.
Issue:Convertible debentures
Amount:$1 million
Maturity:One year
Coupon:7%
Price:Par
Yield:7%
Conversion price:$0.024
Call:Redeemable upon three days' notice at 120% of principal plus interest
Warrants:For 4 million shares
Warrant expiration:Three years
Warrant strike price:$10.00
Investors:Highgate House Funds Ltd.
Settlement date:April 1
Stock price:$0.02 at close April 1

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