To: StockDung who wrote (282 ) 6/7/2003 6:37:41 PM From: scion Respond to of 544 Initially, NASDAQ Listing Qualifications staff determined that it could not approve our application to list our common stock on the NASDAQ SmallCap Market. After a hearing the NASDAQ qualification listing panel approved our application subject to conditions, including meeting all quantitative and quantitative requirements for new issuers. The finding as amended is subject to approval by the panel of the voting trust agreement and acceptability of the trustee as well as execution of a suitable lock-up agreement. The lock-up agreement will provide that the subject shares may not be sold, transferred, pledged or hypothecated for 365 days following the public offering except to the extent other insiders sell their shares. We are also required to notify NASDAQ of our release of the underwriter's lockup. The panel decision is now subject to review by the Listing and Hearing Review Council. A decision is anticipated by June. The panel decision was based on the involvement of Ross Mandell with us and the panel's view of the nature and extent of Mr. Mandell's regulatory history in the securities industry which is substantially described in this prospectus. To satisfy the panel we and Mr. Mandell took several steps to reduce his involvement with the Company. Those steps included the termination of Mr. Mandell's consulting agreement, his agreement not to serve as an officer, director, employee or consultant and the placement of all of his shares in a voting trust. In accordance with the terms of the termination agreement with Mr. Mandell, we are no longer obligated to pay him any money on a monthly basis. He is due, however, the sum of $200,000 upon the successful completion of this offering. 10kwizard.com