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TABLE OF CONTENTS
SPECIAL NOTICE REGARDING PURCHASES OF MORE THAN 5% OF OUR STOCK
We currently have federal and state net operating loss (“NOL”) carry-forwards of approximately $226 million and $148
million, respectively. Under Internal Revenue Code Section 382 rules, if a “change of ownership” is triggered, our NOL asset
may be impaired. A change in ownership can occur whenever there is a shift in ownership by more than 50 percentage points by
one or more “5% shareholders” within a three-year period.
Under our certificate of incorporation, any person or entity, including any company and investment firm, that wishes to
become a “5% shareholder” (as defined in our certificate of incorporation) must first obtain a waiver from our board of directors.
In addition, any person, including any company and investment firm, that is already a “5% shareholder” of ours cannot make any
additional purchases of our stock without a waiver from our board of directors. The NOL protective provisions contained in our
certificate of incorporation (the “NOL Protective Measures”) are more specifically described in our Definitive Proxy Statement
filed with the Securities and Exchange Commission on April 2, 2008.
On July 22, 2010, our Board of Directors suspended the NOL Protective Measures by approving a waiver from the
NOL Protective Measures to all persons and entities, including companies and investment firms. As a result, our
stockholders are now allowed to become “5% shareholders” and existing “5% shareholders” are allowed to make
additional purchases of our stock each without having to comply with the restrictions contained in the NOL Protective
Measures. This waiver may be revoked by our Board of Directors at any time if the Board deems the revocation
necessary to protect against a Section 382 “change of ownership” that would limit our ability to utilize future NOLs. For
complete details about this waiver from the NOL Protective Measures, please see our Form 8-K filed on July 28, 2010.
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