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05/23/05 11:03 PM

#1996 RE: starfire #1994

convertible debt- for example

In 2004, the Company retired $4,328,843 of convertible debt by issuing
25,087,115 shares of restricted common stock. At December 31, 2004, the
Company has $3,844,000, carrying an 8% interest rate, of debt that is
convertible into approximately 40 million restricted common shares at the election of the debt-holder, a related party.

more are covered in sections F9-10-11.