X0202 4 2007-11-16 0 0001323639 180 Connect Inc. CNCT 0001189294 LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001414388 Erato CORP C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001296341 LAURUS CAPITAL MANAGEMENT LLC 825 THIRD AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 Disclaimed Group 0001413180 Valens U.S. SPV I, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001413179 Valens Capital Management, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001296339 GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001296338 GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group Common Stock 2007-11-16 4 S 0 25000 2.1276 D 2727407 I By Erato Corporation As of November 16, 2007, Erato Corporation, a Delaware corporation ("Erato"), held (i) a warrant (the "July Warrant") to acquire 591,023 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $4.35 per Share, subject to certain adjustments, and (ii) 2,727,407 Shares. In addition, as of November 16, 2007, Laurus Master Fund, Ltd., a Cayman Islands corporation (the "Fund"), held a warrant to acquire 250,000 Shares, at an exercise price of $4.01 per Share, subject to certain adjustments, and Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and together with Erato and the Fund, the "Investors"), held a July Warrant to acquire 8,977 Shares. The July Warrant contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding. Erato is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over all securities of the Company held by the Investors. Thus, for the purposes of Reg. Section 240.13d-3, the Fund, Valens U.S., LCM, VCM, Eugene Grin and David Grin may be deemed to be beneficial owners of more than 10% of the Shares. Each of Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Erato disclaims beneficial ownership of the securities of the Company held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any. Valens U.S. disclaims beneficial ownership of the securities of the Company held by each of Erato and the Fund, except to the extent of such person's pecuniary interest in Erato and the Fund, if any. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement. /s/ Eugene Grin, Director of Laurus Master Fund, Ltd. 2007-11-20 /s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation 2007-11-20 /s/ David Grin, Principal of Laurus Capital Management, LLC 2007-11-20 /s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2007-11-20 /s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2007-11-20 /s/ David Grin, Principal of Valens Capital Management, LLC 2007-11-20 /s/ Eugene Grin, Principal of Valens Capital Management, LLC 2007-11-20 /s/ David Grin 2007-11-20 /s/ Eugene Grin 2007-11-20