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Briffault, Richard (2002).

Of these shares, approximately 12,580,000 shares sold are freely tradable without restriction or further registration under the Securities Act. The remaining outstanding shares include approximately 6,800,000 shares of common stock that are quot;restricted securitiesquot; as defined in Rule 144 and may not be resold in the absence of registration under the Securities Act or pursuant to an exemption from such registration, including exemptions provided by Rule 144. In addition, certain executive officers, directors, shareholders and affiliates, who own approximately 22,653,600 shares of our common stock, including options and warrants on 1,778,029 shares, outstanding as of the date of this report, have signed lock-up agreements in which they have agreed not to offer, sell, contract to sell or otherwise dispose of any common stock or any securities convertible into or exchangeable for common stock until September 26, 2001, without the prior written consent of Astor Capital, Inc. While the investors have indicated no present intention to waive these restrictions, were they to do so, up to approximately an additional 20,857,600 shares of our common stock could be available for registration and subsequent sale, which could harm our stock price or make it more difficult to sell our shares. To continue their effectiveness, each of these lock-up agreements required that the parties either deposit their respective shares with an escrow agent or enter a restrictive legend on the share certificates evidencing their inability to sell or transfer the shares pursuant to the restrictions contained in the lock-up agreements.

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