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BuckeyeMike

01/13/09 2:00 PM

#13889 RE: otterman #13880

The post-share exchange 75% ownership shares will be issued as 1.27M Preferred Restricted Shares with voting rights of 100X1. These shares are Restricted and cannot be converted for a minimum of one year. The strategy of NMTV is to buy back some of those shares and use them for acquisitions or retire them to the Treasury. The shares,if used for acquisition are still Restricted and subject to the one year year minimum. It is not dilution as the shares, if used for acquisition are being exchanged at market for additional assets/cash flow/revenues/profits which should be recognized it the valuation., In an undervalued market this is clever strategy for RTGV/NMTV. If retired, there are fewer Preferred Shares available to convert in the minimum 1 year. The share structure provides that in no case are Preferred Shares included in the outstanding.

It is hardly dilution to provide the only outstanding shares (approx. 43M) to RTGV shareholders while the 1.27 M Preferred are used for acquisitions with the same restrictions, for additional assets brought into the Company.Or to retire some of the Preferred.

Also very important is in this economy, very attractive acquisition deals can be developed as targets have no means of exit or financing in their respective companies. That is when the management team comes in to strike the best deals possible. Share buybacks into Treasury are also very attractive in undervalued companies, which is an anti-dilution strategy used by very successful companies.

I'm sure Linda will be happy to discuss this concept during the cc tomorrow evening.