DealerAdvance Inc. (DLAD)

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We believe that the terms of all of the above transactions are commercially reasonable and no less favorable to us than we could have obtained from an unaffiliated third party on an arm's length basis. However, the loans to Mr. Humphries and HMG violate the prohibition on loans to executives under Section 13(k) of the Securities Exchange Act of 1934 (402 of the Sarbanes Oxley Act of 2002) that makes it unlawful for us to extend credit in the form of a personal loan to or for any director or executive officer. As a result, despite the fact that a portion of such loans were repaid, we, along with Mr. Humphries and HMG may be subject to fines, sanctions and/or penalties. Section 32 of the Securities Exchange Act of 1934 provides for a fine to us of up to $25,000,000 and a fine to Mr. Humphries of not more than $5,000,000 or imprisonment of up to 20 years, or both for Mr. Humphries. At this time, we are unable to determine the amount of such fines, sanctions and/or penalties that may be incurred.