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Re: None

Monday, 04/12/2010 10:43:40 AM

Monday, April 12, 2010 10:43:40 AM

Post# of 346922
Speculative Footnotes:
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
3.2 Deliveries by the Company*** and the Sellers. On the Closing Date, the Company and the Sellers shall deliver, or cause to be delivered, the following:
(f) An acknowledgement from H.H. Brown Shoe Technologies, LLC (“H.H. Brown”) to the sale of the Membership Interests to the Purchaser, and an acknowledgement and confirmation from H.H. Brown that the Intellectual Property License Agreement effective November 30, 2007 by and between H.H. Brown and the Company (the “H.H. Brown License Agreement”) remains in force and effect as of the Closing Date, and that as of the Closing Date, the Company is not in breach of any of its material obligations under the H. H. Brown License Agreement.
***Remember that the Company in this agreement refers to Dicon.
Is the November 30, 2007 date also the date that the Celia Group bought Dicon from HH Brown?.......I'm pretty sure it was in 2007. Is it possible that the agreement was made contingent on the ongoing employment of Celia?

XXXXXXXXXXXX
Exhibit A (excerpts only)
1. During the Term, you will be employed as President and CEO for the Company.........You shall be required to report solely to, and shall be subject solely to the supervision and direction of, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer of SpongeTech and the Board of Directors of SpongeTech, and no other person or group shall be given authority to supervise or direct you in the performance of your duties.
4.4 Termination Without Cause..........The Company or SpongeTech shall be deemed to have terminated your employment pursuant to this Paragraph 4.4 if such employment is terminated........(ii) by you voluntarily for "Good Reason”.............
For purposes of this Agreement, "Good Reason" means:
(c) any change in the designation of the particular executive that the you are obligated to report to under Paragraph 1 hereof;

XXXXXXXXXXXXX
http://finance.yahoo.com/news/SpongeTechR-Delivery-Systems-prnews-3246941473.html?x=0&.v=1
SpongeTech(R) Delivery Systems, Inc. Enhances Management Team with Plant Manager for Wholly Owned Subsidiary, Dicon Technologies, LLC
"Mr. Backer has over 25 years of experience in manufacturing and operations as well as supply chain, asset and product/project management. He most recently worked as the Director of Operations at PPT Research Inc. in Allentown, Pa. In addition, he has held significant management responsibilities at Rhodia Inc. in Cranbury, NJ and Air Products and Chemicals, Inc. in Allentown, Pa."

Did the company feel a need to bring in a fresh face to oversee Celia and Dicon? While the specifics regarding Mr. Backer's background aren't very detailed, he appears to be qualified beyond what I think of when I hear the title "Plant Manager".



100% speculation, like the title says.
OT is still trying to doublecheck (triplecheck sounds good) his departure.
I hope for the sake of the longs that it isn't true.


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