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Friday, 02/11/2011 1:37:39 PM

Friday, February 11, 2011 1:37:39 PM

Post# of 92948
mail ?,

"rock, all the shares given to management, where do they come from? Do they have an unlimited supply and we have no say?"..

Shareholders did have a say, we approved an additional 100MM shares for the 2005 Stock Plan. Note in the Form 4's filed by insiders that options and grants came from this PLAN. That 145MM number is getting down to bare bones. With "new blood" coming to ACT it seems very very likely they will ask for more to get this figure substantially higher so they can issue grants and options. If they use the same logic below(bolded) to increase the Stock Plan that would translate into about 280MM shares which will not work under current structure unless the AS# is increased or other measures are taken.

(Proxy)1.To consider and act upon a proposal to approve an amendment to the Company's 2005 Stock Incentive Plan (the "2005 Stock Plan") to increase the number of shares issuable thereunder to a total of 145,837,250 shares; and
http://www.sec.gov/Archives/edgar/data/1140098/000114420409040542/v156226_prer14a.htm

As described above, we are seeking stockholder approval of the amendment to increase the number of shares issuable pursuant to the 2005 Stock Plan by 100,000,000 shares. In determining the amount of the increase contemplated by the proposed amendment to the 2005 Stock Plan, the Board has taken into consideration the fact that, as of July 15, 2009, there were approximately 750,000,000 shares of our Common Stock outstanding on a fully-diluted basis, and the Board believes that this fully-diluted number, rather than the number of outstanding shares of the Company, is the relevant number in determining the appropriate number of shares available under the 2005 Stock Plan. Assuming the approval of this increase, the total number of shares of our Common Stock available for issuance under the 2005 Stock Plan will be 145,837,250, which represents approximately17.5%) of our Common Stock as calculated on a fully-diluted basis. In addition, pursuant to the Consent, Waiver, Amendment and Exchange Agreement, dated as of July 29, 2009, among the Company and each of the holders identified on the signature pages thereof (discussed under Proposal No. 2 below), the Company agreed to seek shareholder approval for an amendment to the 2005 Stock Plan to increase the number of shares available for issuance under the 2005 Stock Plan by 100,000,000 shares.

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