To: esxtarus who wrote (6947 ) 2/14/2003 10:40:50 PM From: mf160 Read Replies (1) | Respond to of 8117 Attention David and Judy after the release below how can you bring yourselves to vote yes to the escrow shares. I bring your attention to, "so that management can continue to perform under an incentive based system." and "This is a strong incentive for management." also "however, it will also result in management losing control". Knowing that Mike is the only one to benefit from these shares and his continual use of the word management when describing the shares would lead people to think that in his mind he and he alone is management. Again I ask you to VOTE NO and assume the true authority you have in this company. I have pasted the portion below which I am referring to. PS; I will be voting NO!, because I believe you deserve greater respect. We are also requesting that shareholders consider and vote favourably on the extension of the time to earn-out the 3,750,000 performance based escrow shares by 5 years so that management can continue to perform under an incentive based system. The escrow agreement requires cash flow of $2.66 in order to release one share from escrow. This is a strong incentive for management. The escrow shares also represent a potentially important asset that could be utilized in negotiations with a strategic partner. Details are outlined in the proxy materials. The proposed extension has the consent of The TSX Venture Exchange, subject to the approval of the disinterested shareholders. In the event the shareholders fail to approve the proposed amendment to the Escrow Agreement, the escrow shares will be cancelled on May 10, 2003, the result being that the number of shares outstanding will be reduced from 12,219,083 to 8,469,083. This will have the effect of increasing each shareholder’s proportionate interest in Pyng Technologies; however, it will also result in management losing control of Pyng Technologies as these shares, while not tradable, do carry a vote. Management, in particular Michael Jacobs, David Johnson and Judy Findlay, have led the Pyng companies to its success to date