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3Saints

02/08/07 8:54 AM

#123 RE: Daylas #122

from what I can find..very..see below..about 12 million not going anywhere

3.4 million held by director Brian Rosenbloom
3 million held by CEO Timothy Shannon

and Read the terms at the very end

5.5 million shares to>>>>Promotional and Licensing Agreements. In December 1998, the Corporation entered into promotional and licensing agreements with Dale Jarrett, Ned Jarrett, Glenn Jarrett, Jason Jarrett and Brett Favre
(individually, the "Licensor") whereby these individuals have granted the Corporation the use of their names and likeliness in advertising, products and promotional materials, as well as an agreed upon number of appearances per year and an agreed upon number of radio and/or television commercials as set out in each agreement. Ned Jarrett is the father of Dale Jarrett and Glenn Jarrett. Dale Jarrett is the father of Jason Jarrett.

Pursuant to these agreements, the Corporation has issued an aggregate of 5,500,000 Common Shares of the Corporation. The term of each agreement is Ten (10) years unless sooner terminated by the occurrence of any of the following:

(a) a material breach by the Corporation of the agreement which breach has not been satisfied within thirty (30) days of receipt of written notice from the Licensor;

(b) upon receipt of written notice from the Licensor if, as a result of (i) any act or omission of the Corporation, (ii) any claim or charge against the Corporation or (iii) any other occurrence or circumstances involving the Corporation, the continued association of Licensor with the Corporation would be detrimental to the value of the Licensed Material or to Licensor's image or reputation;

(c) the failure of the Corporation to continually operate and manage the business according to the policies, practices and standards agreed to by the parties;

(d) the failure of the Corporation to raise the $100,000 in investment capital; and

(e) the failure of the Corporation to comply with any laws and
regulations, the consequences of which are material adverse to the Corporation.

During the term of the agreements, the Licensor agrees not to directly or indirectly (whether for compensation or otherwise), provide promotional appearances or services to any business which competes with the Corporation's business of owning and managing driving schools.

The Corporation has also agreed not to issue any additional common shares, preferred shares or warrants in the Corporation's stock to insiders, directors without the Licensor's approval. Additionally, any and all future financings will be offered to the Licensor prior to
outside fullment.