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Dakota Dad

05/23/03 6:04 PM

#12028 RE: utoh #12027

Utoh, show me something that says TM's shares are not subject to the reverse split!!!

HNWS IS NOVA -- there are NO NOVA SHARES out there including in TM's hand besides those of HNWS/NOVA. YOU read the Q's. It says right in there that TM's shares of NOVA were exchanged for HNWS shares. All the shares of HNWS will be reverse split. There are 50mil shares outstanding with TM's shares. A recent HNWS press release that indicated it would be a 1 for 10 reverse split instead of a 1 for 20 split indicated there would be 5mil shares outstanding after the split. HE WILL NOT OWN A HIGHER PERCENTAGE AFTER THE SPLIT!!!!!!!

--from the Agreeement of 3/19/03:

SECTION 1. EXCHANGE OF SHARES AND DISPOSITION OF ASSETS OF HNS

1.1 Exchange of Shares. HNS and the Stockholders hereby agree that the Stockholders shall, on the Closing Date (as hereinafter defined), exchange all of their issued and outstanding shares of the capital stock of the Company (the "NBG Shares") for 31,253,904 shares of HNS Common Stock, $0.001 par value (the "HNS Shares") set forth in Exhibit A hereto. The number of shares of capital stock owned by the Stockholders and the number of HNS Shares which the stockholders will be entitled to receive in the Exchange is set forth in Exhibit A hereto....


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EXHIBIT A


NAMES NO. OF SHARES
----- -------------
Dr. Cecil Smith ........................................... 89,000
Mrs. Shelley Steele ....................................... 890,000
Timothy C. Moses .......................................... 890,000
J.T. Tucker ............................................... 890,000
G.B. Wolff ................................................ 890,000
BioShield Technologies, Inc. .............................. 4,410,000
Deirdre Baker ............................................. 890,000
Atlantic Capital Fund ..................................... 22,304,904
TOTAL ..................................................... 31,253,904



Dakota