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Re: Teamlasvegas post# 15

Wednesday, 03/12/2008 11:23:07 PM

Wednesday, March 12, 2008 11:23:07 PM

Post# of 18
In the event the reverse stock split contemplated by the term sheet is completed, each shareholder will be entitled to receive the number of post-split common shares calculated by dividing their pre-split common share holdings by 1,000 and rounding down to the nearest whole number. If the total number of pre-split common shares that a shareholder holds is not evenly divisible by 1,000, the shareholder will receive cash equal to the fraction of a post-split common share that the shareholder otherwise would have been entitled to receive, multiplied by a value determined by the Company's board of directors to represent the approximate market value of 1,000 common shares prior to consummation of the split. Consummation of the reverse split would require the approval of the Company's shareholders. The Company anticipates that ERP2 will have sufficient voting power to assure that such shareholder approval will be obtained.

The Company anticipates that completion of the reverse split would reduce the number of holders of its common stock below 300, thereby allowing the Company to effect the deregistration of its common stock under the Securities Exchange Act of 1934 as required by the term sheet. If the Company's common stock is deregistered, the Company will no longer be subject to public reporting requirements under the Securities Exchange Act of 1934, including any requirements to file annual reports on Form 10-K and quarterly reports on Form 10-Q.

Although the Company's common stock would no longer be quoted on the OTC Bulletin Board if deregistration occurs, the Company anticipates that its common stock would be quoted on the Pink Sheets immediately following any deregistration.

"This financing provides the Company with the necessary working capital to invest in our sales and marketing capabilities and explore new market opportunities with a view to accelerating conversion of our current pipeline of sales opportunities and building a strong pipeline for the future," stated Alan Kiraly, Chief Executive Officer. "The financing combined with extending the due date for the current demand notes to 2010 significantly strengthens our balance sheet. We estimate that as a result of the reverse stock split the Company will realize annual savings of approximately $500,000 by eliminating the legal, accounting, and other expenses associated with its public filings. We intend to deploy these savings by further investment in sales and marketing in an effort to expand our market footprint and accelerate revenue growth. We look forward to a successful and exciting fiscal 2008."

"Your Vegas Is Showing"
I've been to Hollywood
I've been to Redwood
I crossed the ocean
for a heart of gold
I've been in my mind,
it's such a fine line
Later, The Team.

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