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Re: EFGoVols post# 68028

Thursday, 10/04/2007 5:21:00 PM

Thursday, October 04, 2007 5:21:00 PM

Post# of 143047
EFGoVols nice update at TownHall

I like it.
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Town Hall Update;

PLEASE ADDRESS ALL OF THESE QUESTIONS AND CONCERNS–IT IS CRITICAL

Is this latest town hall posting the way that Garr intends to get his $$$ while
the shareholders get left holding the bag?? Now it appears Garr has all the
voting rights while the common shareholders have no say? Is this the case?

No, this is not accurate at all. The original intent of the retricted stock he was to receive was based on the concept that his shares would increase in value once he retired from the Company at the end of December. However, this only works if he leaves the Company and is no longer an insider. If he continues to be classified an insider, he can only sell a fraction of his stock at a time, which essentially means he has gone without salary for a year, and can’t sell the stock he received ion lieu of cash. Yes… we are spilling the beans. He may not immediately ride off into the sunset on Dec. 31st. He will comment on this in his President’s messageg - probably published next week.He has not yet received any preferred stock.

He is only going to receive a portion of the preferred stock issued to Minaco-Tradex based on achieving business milestones, and that is nowhere near most or all of it. We think this shows an incredible amount of good faith on the part of Mr. Winters and Minaco-Tradex.

It now shows that Garr isn’t getting paid based on performance as was stated all along. Garr now has a blank check and the shareholders have a very reasonable
potential to be screwed over.

There is no blank check. In fact, this means his common stock will not hit the market in January. The amount and value of his stock he will recieve is still very much tied to performance, and comes out of prefered shares already issued. We fail to understand how this puts shareholders at a disadvantage

The fact that Minaco is transferring ownership to Garr shows there is no deal where if EFGO pays the loan then they get there shares back as indicated before. Was the credit line ever even used??

Minaco is not transferring ownership of Esprit. The line of credit has not yet been drawn down on. There is no ‘palace coup’ in the works. In fact, this is a very public demonstration of Minaco’s good faith in Esprit. They are interested in participating in business opportunities with Esprit and have no desire to manage or run the Company. All parties want to ensure the Company has the financial resources needed to take full advantage of the current deals in the pipeline, many of which are not yet ready to be announced. The same covenants apply to the entire class of preferreds, and the parties are proceeding on a good faith basis to encourage Mr. Winters’ continued involvement in the Company beyond the year-end.

Why is Minaco giving up the only assurance for the payback of the loan? Remember that is why the shares were created in the first place. Can you answer that one?????

Minaco is not giving away all their shares to Garr. He will receive a portion of their holding, and Minaco is showing good faith based on the continued forward progress the Company is achieving.

What is the motive or true intentions here?? Looks like something shady for the shareholders to me. Is the plan to reverse common shares and increase preferred??

We trust that the explanations above satisfy your deisre to understand the ‘true intentions’ of this action. This does not affect our position regarding a reverse split (no reverse split unless required as part of a major business development), and there is no intention to issue additional preferreds for the foreseeable future.

Please, I’m not trying to sound rude or mean but I am now deeply
deeply concerned and will be furious is something underhanded is being done. I,
as a legitimate shareholder just want honest answers and not to be screwed over.

Hopefully, you are now reassured regarding all of your concerns. Thank you for voicing your questions, and giving us the opportunity to carify these actions to all of our shareholders.