that RG's need for more stock resides in possibly making a larger investment in either NuPower, Avot or both after reading the last 10-K dealings with Crossflo......

On May 30, 2008, we purchased a secured convertible promissory note
from Crossflo Systems, Inc., a California corporation ("Crossflo")
with a face amount of $400,000. Interest accrues on the note at a
rate of 5.25% per annum and will be due with principal at the earlier
of (i) September 30, 2008, (ii) consummation of a equity financing by
Crossflo which closes on or before September 30, 2008, in which
Crossflo sells and issues shares of its convertible preferred stock
resulting in aggregate gross proceeds to Crossflo of at least $2.5
million (a "Qualified Financing"), or (iii) upon or after the
occurrence of an event of default, as defined. The note is secured
by substantially all assets of Crossflo.


The Crossflo note receivable is convertible at our option, at any
time prior to September 30, 2008, into shares of Crossflo's Series F
convertible preferred stock equal to 4% of Crossflo's then issued and
outstanding equity securities. In addition, the entire principal is
automatically convertible into shares of Crossflo's Series F
convertible preferred stock at the closing of a Qualified Financing.
The number of shares of Series F convertible preferred stock to be
issued upon automatic conversion of the principal amount is the
greater of (i) 4% of Crossflo's then issued and outstanding equity
securities, and (ii) the principal amount divided by the per share
purchase price paid by the investors participating in the Qualified
Financing. Upon an event of default, as defined, the principal amount
of the note may be converted into shares of Crossflo's Series F
convertible preferred stock equal to 4% of Crossflo's then issued and
outstanding equity securities. Upon maturity on September 30, 2008,
the principal amount of the note will automatically be converted into
shares of Crossflo's Series F convertible preferred stock equal to 4%
of Crossflo's then issued and outstanding equity securities.


Upon conversion of the principal amount of the note pursuant to the
above, we are entitled to receive shares of Crossflo's common stock
equal to all accrued and unpaid interest divided by $0.20.

In connection with our purchase of the secured convertible
promissory note from Crossflo, we also received a warrant to purchase
200,000 shares of Crossflo's common stock at $0.20 per share.
Notwithstanding the foregoing, in the event a Qualified Financing is
not consummated prior to September 30, 2008, the warrant will instead
be exercisable into 1,000,000 shares of Crossflo's common stock at
$0.20 per share. The warrant is exercisable until the earlier of (i)
October 11, 2012, (ii) the closing of an underwritten public offering
by Crossflo pursuant to a registration statement under the Securities
Act, (iii) the closing of a merger or other reorganization by
Crossflo with another entity, or (iv) the closing of a sale of all or
substantially all of the assets of Crossflo. The value attributed to
the warrant was insignificant, and accordingly, the principal amount
of the loan has been recorded as a note receivable at May 31, 2008.


As of May 31, 2008, the balance of the note receivable is $400,115,
including accrued interest receivable of $115 recognized during the
year ended May 31, 2008.