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Friday, 10/21/2011 10:30:20 PM

Friday, October 21, 2011 10:30:20 PM

Post# of 371084
SURRENDER OF OFFICER SHARES – Fred Shefte presented a performance-based incentive plan and motion for restructuring of the Company’s Common Stock share structure to provide incentives for key management members to achieve certain corporate governance targets. As structured, Eric Parkinson would immediately surrender fifteen-million (15,000,000) shares of the Company’s Common Stock and Fred Shefte would surrender five-million (5,000,000) shares of the Company’s Common Stock back to the Company as treasury shares. These surrendered shares would be taken back from the managers’ existing and respective personal holdings. In order to preserve each manager’s voting position, a pro-rata number of Series A Preferred Shares would be issued. However, the voluntary surrender of the above, 20-million shares of Common Stock would be permanent unless the Company met pre-determined goals set by the Board, including the maintenance of fully reporting status and the consistent achievement of targeted results. The shares could be reissued, in full or in part, no sooner than the filing of the second quarter results for the period ending June 30, 2012, upon approval of the Board of Directors. If the Board determined that adequate performance levels had been achieved at that time, or at any time thereafter, the shares could be reissued and the management could also be eligible to receive modest, cash bonuses predicated upon the Company’s cash position at that time. The motion was brought to vote and passed unanimously. Based on the current, open-market trading price, the value of the Common Stock Shares surrendered by Eric Parkinson, C.E.O. is $396,000 and the value of the shares surrendered by Fred Shefte, President is $132,000.

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