Stan,

I liked your letter and agree that the BOD needs to be shaken up or revitalized. You can count on my support.

IMHO as a long-term shareholder.

I am not in favour of a complete replacement which drains an organization of it's intangible asset of experience and history. I have some experience in this area, replaceor and replacee, and the impact on an organization's way of doing business, both internally and externally can take years to recover. I believe that a transitional process where the pain is at the executive level where the compensation is designed to play "nice nice".

I also feel that a fixed term should be imposed on BOD members and I would recommend that 3 new BOD members be added from the sharholder pool. Every 2 years, two of the existing BOD members would be replaced. Directors can only stay on the board for no more than 5 years and cannot return for two years. These individuals may be retained after their term, with a nominal stipend, to act as consultants/advisors as the need arises. This keeps the experience and history available to the existing BOD members. Their compensation in the role of consultant/advisor must be approved by a majority plus one of the new BOD and cannot exceed 50% of their previous compensation as a BOD member.

I also feel that bonuses are for positive performance, not for having an active pulse. This means the a) the organization must achieve publicly posted SMART goals, and b) the individual must achieve their own SMART objectives. I understand that personal information is confidential, but non-individualized objectives that support the corporate goals are not.

Signing bonuses usually are performance based and designed to attract top executives. But the timeframes for these perks are usually over a short term of 6 to 12 months. I believe there is an alternative option here. In the tech industry, of which I am familiar, these signing bonuses are stretched over 3 to 4 years, with a percentage paid annually over the timeframe, and only granted on positive performance and achievement of milestones.

I am aware that not everything that a director reads, sees and hears is for public release, as there are many restrictions from both internal and external regulations and laws. There must be some mechanism whereby the shareholders of a company can be informed. As the regulations are used against the common shareholder, there must be some way in which the regulations can be used to enforce information dissemination.

Anyway, just some thoughts. - lb