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Re: BRIG_88 post# 184535

Friday, 05/25/2012 9:45:46 AM

Friday, May 25, 2012 9:45:46 AM

Post# of 312030
So you have been steadfast in your position that JB voluntarily "stepped down" from the board and as president and CEO of the company.

Have you read the letter agreement between JB and the investors, dated May 15, 2012? I wanted to understand exactly how your position jived with some of the provisions of that agreement. In the first paragraph it says that "As a condition to the consummation of the transactions with the Company set forth in the Subscritpion Agreement, the investors require the execution of this letter agreement by you in your individual capacity."

But on page 2 is the really interesting provision on this issue. It is paragraph 3 and it reads:

"Prior to the Closing, you will deliver your resignation as a member of the Board of Directors of the Company (the "Board") and as CEO and as President, to be effective immediately upon the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, which is due on May 10, 2012. You will not vote your Preferred Stock or common stock to appoint yourself or any other individual who is not the President or Treasurer of the Company or a Qualified Independent Director (as defined below) as a member of the Board."

Now, the way that reads to me is that before the investors send their money in they were requiring JB to have tendered his resignation from the board, as CEO and as president. No resignation, no money arrives. I don't see how else it can be read or understood. But if you have a different take on it, I would like to have it explained.

How is this seemingly very clear language consistent with your position that JB's resignation was "voluntary?" And please don't tell me that it was "voluntary" because he "voluntarily" signed the letter.