To: seismic_guru who wrote (161 ) 12/16/2000 5:03:38 PM From: Vitalsigns Respond to of 181 ADX Proxy Votes in the Mail , here are my recommendations stockhouse.ca 1. Resolution to increase company option plan by an additional 2 million optioned shares. The option Plan is subject to approval by the shareholders of the company. In order to be effective , this resolution must be approved by a majority of the votes cast at the meeting in respect therof, other than votes attaching to comon shares owned by insiders of the company to whom shares may be issued or thie associates. The vote is to increase current outstanding options from 4,599,700 to 6,599,700 . Effective increase options by 2 million. I have studied and reviewed many option plans by many companies and found that in each case, option plans did not add shareholder value and in the majority of cases actually reduced Shareholder value. I recommend that you VOTE NO on the increase options resolution . The Stock chart Graph is very misleading about shareholder return and does not properly reflect current stock price activity. This option plan only dilutes shareholder share position in the company and take money you have invested and gives it to company officials without proper preotected increased returns to Shareholders. The majority of shares are held by retail investors and current management and insiders are not allowed to vote on this issue. There are no houses that hold more than a few hundred thousand shares at the moment. We have the power to vote this down and I already have over 3 million commited votes to turn this resolution down. Every vote counts , so don't be passive and let what happend in the US happen to us Shareholders. There are too many options currently outstanding as it is. Proxies received in favor of management will be voted in favor of the above resolution , Unless the Shareholder has specified in the proxy that his or her shares are to be voted against this resolution Make sure you check off the appropriate box. The main problem with Options is that it allows insiders and Directors an opportunity to own shares without putting up any money to hold them. Its like buying an option on a house down the street to guarantee a purchase price of $200,000 . IF the value rises , then you will buy the house and sell it back into the market for your quick profit which will causes prices to come down as other individuals do the same. If , instead of going up , the price of the house went down below the option Price of $200,000 and the market is weak , you do not care as you have nothing invested to make you want to buy. you can sit back and wait for the market to stabilize and hopefully get another option. Shareholders have not got this option, we are ask to invest our hard earned money into a company in the hopes of making a positive return on our money. We do not have access to insider information as to what is transpiring with negotioations for further business or wether we are about to lose a key contract. We are at a severe disadvantage to the company officials . If a company prospects look good, I would rather want to see insiders buy shares in the open market , that would limit the shares oustanding and dilution, while at the same time commiting themselves to Shareholder value .2. Resolution to accept AC/ Cibc deal struck Nov. 21 including all Incentive warrants and Commitment warrant. This resolution add tremendous Shareholder value and is designed is a way that puts Ac and CIBC in competition with ADX to generate more revenue than ADX. It is a WIn Win for ADX, AC, CIBC and ADX's shreholders. On this resolution I recommend you VOTE YES 3. On the resolution to increase Outstanding share Capital by as much as 100% or not more than an additional 42,408,117 to raise money by private placement On this resolution I recommend you VOTE NO The current cash flow presented to shareholders in its annual meeting does not warrant additional private placements and no one has discussed what this extra money would be used for. We are currently getting between $3- 4 million dollars per year in option money in regards to current deals formed with AC/CIBC and Us Airways. There are also many management incentive options coming due this year that will also add more dollars to the Current $ 3 million in the bank currently. The Sales / expence ratio is cash flow neutral and should turn positive this year. So with all the monies coming due with current deals I see no reason to approve so many extra shares. The current TSE rules allows ADX to issue up to 25% of outstanding float which would be plenty if conditions required us to raise money. Example , last February ,ADX raised $10 million dollars on issuing 3.3 million shares . If Shareholder value is number one with ADX then I suggest management concentrates on providing shareholder value and finding ways to raise money at higher share price then is currently available and preserve share dilution to a minimum. If the extra share allotment was to be used for acquisition then i recommend a Special Meeting be sceduled at that time to address this issue and Allow shareholders the right to vote on any share structure at that time. When Companies are given the right to issue shares on a whim , in almost all cases, Shareholders are the losers with share dilution and acquisition that add little value and are negotiated at prices that negatively affect the company in the future. As you can tell, I am dead against issues that cause Shareholders undue share dilution and do not bring appropriate share price protection in return. Vitalsigns