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bigpike

08/09/05 2:27 PM

#18780 RE: abh3vt #18316

Nice find re ITDD's ownership. Last 10Q for them also mentioned a convertible note for 7.5 mill shares at .08 included in the total. I'm never quite sure how much relevance to attch to these things.

Also on March 3, 2005 we entered into a License Termination Agreement with DataWave terminating our exclusive license to make, sell, and use the DataWave trade name, technology, know-how, trade secrets and patents then existing and to be developed in the future for all territories world-wide with the exception of North America, the Caribbean, and South America (the "DataWave International License"). In exchange for the termination, or sell- back, of the DataWave International License, we received $865,000 in compensation payable as $265,000 in cash and $600,000 in the form of a two- year convertible, interest-free promissory note. The terms of the promissory note are that anytime during the two-year period we have the option to convert the note upon demand into DataWave common shares at $0.08 (8 cents) per share for a total of 7,500,000 newly issued shares. If we do not exercise this right within the two years, DataWave shall have the option to
either repay the original $600,000 loan amount in cash or to issue 7,500,000 shares of newly issued common stock to us. Converting this note today would bring our ownership position in DataWave to 32,409,530 shares, or a controlling interest of 59.7% of DataWave's issued and outstanding common shares.