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11/30/06 12:36 PM

#825617 RE: debugframe9 #825614

PGNF - "In the proposed transaction NewMarket would exchange one hundred percent of the stock of its Brazilian operating subsidiary ($11 million in profitable annual revenue) for convertible preferred stock issued by Paragon Financial. The convertible preferred stock issued to NewMarket would include supermajority voting rights equal to 90% of the total Paragon common voting rights. NewMarket would agree not to convert any of the preferred stock into common stock for a period of at least twelve months. Paragon would be renamed NewMarket Latin America. NewMarket will subsequently reorganize all its Latin America operations into NewMarket Latin America."