Private Placements / Issue of Warrants or Convertible Debentures

Votes on proposals regarding private placements should be determined on a CASE-BY-CASE basis. When evaluating these proposals the investor should review:

• Dilution to existing shareholders' position

• Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; conversion features; termination penalties; exit strategy

• Financial issues - company's financial situation; degree of need for capital; use of proceeds; effect of the financing on the company's cost of capital

• Management's efforts to pursue alternatives such as mergers

• Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions

• Conflict of interest - arm's length transaction, managerial incentives

Vote FOR the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.