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AMDL, Inc. Closes Private Placement of Convertible Notes
Date:9/16/2008

the shares issued will not be registered. The shares issuable on conversion carry "piggy-back" registration rights should the Company file a registration statement subsequent to conversion.

In the event of a forced conversion into common shares in the public offering, note holders will be subject to a lock-up on any remaining shares not sold in the offering for 90 days after the public offering. Upon any conversion of the notes into common stock of the Company, the Company shall also issue warrants to purchase common stock to the converting investors in the amount equal to 50% of the number of shares of common stock into which their notes were converted. Warrants shall have a term of five years from the date of issuance and shall be exercisable at a price equal to 120% of the closing price of the Company's common stock on the date of conversion; provided however, in no event shall the exercise price of the warrants be less than 120% of the five day volume average weighted price (VWAP) of the Company's common stock the on closing date of the debt offering.

The placement agents received cash commissions of $251,000, representing 10% of the principal amount of the notes purchased, $62,750 in non-accountable expenses and due diligence fees (21/2% of the principal amount of the notes purchased), and five year warrants to purchase a maximum of 209,167 shares of the Company's common stock (which number will be adjusted and reduced when the initial conversion price of the notes is determined) exercisable at $2.69 per share, representing a price equal to 115% of the five day VWAP of the common stock of the Company up to the closing.

AMDL structured the debt financing so the conversion price will be determined at or about the same time as an anticipated 1st quarter 2009 "at market" public offering. Prior to this event, the Company expects to meet certain milestones that it believes will positively impact the conversion price. Specifically, AMDL intends to
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SOURCE AMDL, Inc.
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