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From the 10KSB form
(1) Excludes 153,000 shares held by TransGlobal Financial Corporation ("TGF"), a consultant to the Company, which were received by TGF in consideration of financial advisory services provided to Gray Wolf in connection with the Merger. (with REAADS)....
.....Also in connection with the Merger, the Company entered into a consulting agreement with TransGlobal Financial Corporation ("TGF"). The president and controlling shareholder of TGF is Mike M. Mustafoglu, who also serves as a director of the Company. Under the terms of the consulting agreement, TGF provides advice to the Company regarding financial and business matters, including assistance with fundraising to implement the Company's business plans, review and assessment of capitalization, merger and acquisition prospects, and other transactions, on an exclusive basis. The consulting agreement is effective for a three-year term ending May 22, 2001. TGF's fee for its financial and business advisory services is $180,000.00 (payable in 36 monthly installments of $5,000) plus a transaction fee equal to a percentage of any funds committed to the Company, the value of any acquisition, or the income generated by any joint venture, in each case to the extent that TGF assisted the Company in obtaining such funds, acquisition or venture. See "Part III. Item 12. Certain Relationships and Related Transactions -- TGF Consulting Agreement." The Company's consulting agreement with TGF also requires the Company to nominate for election two designees selected by TGF to the Company's Board of Directors each year during the term of the agreement, and requires that there shall be no more than five directors of the Company unless TGF consents to a greater number. The consulting agreement also requires the Company to obtain TGF's consent to the issuance of more than 5% of any class of its equity securities. See "Part III. Item 12. Certain Relationships and Related Transactions -- TGF Consulting Agreement." The Company is also a party to an option agreement with TGF, whereby TGF has the option to purchase 1,000,000 units, each unit comprised of one share of the Company's authorized but unissued Series A 5% Convertible Preferred Stock and one warrant to purchase one share of Common Stock at an exercise price of $2.00, for an aggregate purchase price of $1,000,000. See "Part III. Item 12. Certain Relationships and Related Transactions -- Option Agreement."
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