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Thursday, 05/18/2006 4:28:05 PM

Thursday, May 18, 2006 4:28:05 PM

Post# of 576
REPOST FROM TIM GREAT HEADS UP GREAT INSIGHT...

REPOST-investors read^^^jeff-jkri>>Hi Tim --

Clearly some shareholders do not understand how this debenture is structured. No shares have been issued nor will they be issued until the SB2 registration statement is filed and the SEC deems it effective. That process could take anywhere from 3 to ? months. So no shares will hit the float during this time. We essentially receive the entire $2 million without issuing the funder a single share.

Once the SB2 goes effective, the only shares that are sent to the funder are those requested for conversion. Each month the funder is only allowed to request an amount of shares equal to the highest daily volume or $60,000 worth, whichever is larger. So the dilution will not be anything close to what is being rumored. Conversion price is also set based on share price at conversion not on today's price.

The funder has warrants which are only exercisable at $0.07. And there are no shares registered for those warrants. That means the funder needs to see the price rise to $0.07 to exercise those warrants and we get paid $3.5 million in return.

When I have more time, I will try to add more detail. But I hope that helps.

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