of Decision on Payment of Cooke Director Fees
to the Company’s meeting of its Board of Directors on July 12, 2010, the Board
agreed to pay Jeff Cooke a Director’s fee in the amount of $30,000 upon the
closing of a recapitalization or sale transaction. The payment is
contingent upon Mr. Cooke continuing his role as a member of the Board of
Directors through the closing date of such transaction.