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Ubertino

05/06/05 12:56 PM

#231 RE: Sparqy_01 #229

They - Airbee+Nelson - get till May 2, 2006 to run the company consisting of Airbee and its Airbee Automotive Group subsidiary into which Identity merged. So, the merged entity consists of Airbee Automotive Group and Identity. For his contribution, Nelson got 7,692,808 shares of ABEW valued at $5MM.

A year passes. These are the possibilities:

1) Nelson is happy as a clam with things. Result - end of story...business continues as before.

2) Nelson has some concerns. He has from May 2, 2006 till June 2, 2006 to do something about them. Put those concerns in writing for Airbee to consider, discuss and resolve. If resolved end of story.

3) If not resolved this happens - Nelson can, if he so chooses and desires, buy the Automotive Group from Airbee for the purchase price - $5MM. Nelson nows owns it and paid $5MM for it and owns 7,692,808 ABEW shares. Then Airbee can, if they so choose and desire, buy it back (confusing, isn't it!) from Nelson for $5,750,000 minus the value of any ABEW shares Nelson sold prior to this point. Nelson gets to keep those initial ABEW shares! Airbee ends up spending $5.75MM minus the $5MM they got from Nelson=$750K and issuing 7,692,808 ABEW shares to obtain sole ownership of the Automotive Group. Nelson ends up with $750K and 7,692,808 ABEW shares and no connection with Airbee anymore.

Bottom line - Nelson could end up the sole owner of the entity previously known as Airbee's Automotive Group. Airbee could end up the sole owner of the Automotive Group with Nelson out of the picture. Or nothing could happen. It all is up to Nelson in 12 months time. He is the one who can initiate the changes.