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harr449

12/06/07 1:09 PM

#8378 RE: valorie #8377

valorie, your post shows Bain still holds very old 17M common shares.

Also holds his preferred shares.


11/20 10Q:

" On November 12, 2007, the Registrant and M. Dewey Bain executed a Settlement Agreement. Mr. Bain is the owner of record of 500,000 shares of the Registrant’s Series A Preferred Stock (the “Preferred Shares”). The Registrant and Mr. Bain nave determined that it would be in their mutual best interests to adjust the scope of the rights associated with the Preferred Shares in exchange for certain value to the capital stock of the Registrant as a result of the acquisition of DnC discussed above.

Notwithstanding the conversion and anti-dilution rights associated with the Preferred Shares, the Registrant and Mr. Bain agreed that the conversion rights and anti-dilution rights associated with Mr. Bain’s Preferred Shares shall be limited to a maximum of 2.5% of the total outstanding shares of the Registrant’s fully diluted common stock at that time, regardless of any reverse splits of the Registrant’s common stock prior to conversion of the Preferred Shares to common stock. Mr. Bain’s Preferred Shares shall be converted to common stock within 30 days of the execution of the agreement.