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Published on 2/14/2006 in the Prospect News PIPE Daily.

New Issue: Homeland Security Capital raises $4 million from private placement of convertible debenture

By Sheri Kasprzak

New York, Feb. 14 - Homeland Security Capital Corp. said it concluded a private placement of a $4 million convertible debenture with Cornell Capital Partners, LP.

The 5% debenture matures in three years and is convertible into shares at the lesser of a penny or a 10% discount to the lowest daily volume weighted average price for the 30 trading days before conversion.

Assuming the company's stock trades below the conversion, Homeland may redeem the debenture at a 20% premium to the amount being redeemed.

Also, the company said it exchanged 1 million shares of series G convertible preferred stock for 450 million of its own shares held by Cornell. The series G shares have a liquidation preference of $0.10 plus dividends.

Each preferred is convertible into 450 common shares.

Based in Arlington, Va., Homeland Security Capital invests in homeland security companies.

Issuer:Homeland Security Capital Corp.
Issue:Convertible debenture
Amount:$4 million
Maturity:Three years
Coupon:5%
Price:Par
Yield:5%
Conversion price:The lesser of $0.01 or a 10% discount to the lowest daily VWAP for the 30 trading days before conversion
Call:Redeemable at a 20% premium to principal being redeemed, assuming stock trades below conversion price
Warrants:No
Investor:Cornell Capital Partners, LP
Settlement date:Feb. 6
Announcement date:Feb. 14
Stock symbol:OTCBB: HMSC
Stock price:$0.0026 at close Feb. 14

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