ex_10-1.htm


     

    Exhibit 10.1



     

    Execution
Version

     

     

     

    Transition
Agreement

     

    This Transition Agreement (the “Agreement”) is
entered into by and between Convera Corporation (the “Company”) and Patrick
C. Condo (“Mr.
Condo”) on May 29, 2009.

     

    Recitals

     

    WHEREAS,
the Company and Mr. Condo entered into an Employment Agreement on October 26,
2005 (the “Employment
Agreement”) with respect to Mr. Condo’s employment arrangement as
President and Chief Executive Officer of the Company;

     

    WHEREAS,
the Board of Directors of the Company has determined it to be in the best
interests of the Company and its stockholders: (i) to engage in a transaction in
which the Company’s entire operating business will be contributed to a wholly
owned subsidiary of the Company (“Sub”) by the
Company’s assignment of all of the business-related assets of the Company to Sub
and Sub’s assumption of all of the liabilities of the Company (the “Contribution”); and
(ii) thereafter, to have Sub enter into a business combination with
Firstlight Online Limited or its successor and merger subsidiaries and then to
distribute all of the outstanding shares of the common stock in the post-merger
company (“Newco”) beneficially
owned by the Company to the holders of all of the outstanding shares of the
Company’s Class A common stock on a pro rata basis,
and

     

    WHEREAS,
in connection with the strategic plan of Contribution and the Merger, the
Company and Mr. Condo wish to transit Mr. Condo from the Company to Sub and the
Company wishes to continue to retain Mr. Condo’s service to Sub upon the
Contribution to continue until the time of the closing of the Merger (the “Merger Date”), and
the Company and Mr. Condo wish to promote and support Mr. Condo’s election or
appointment as Chairman of the board of directors of the Newco, subject to the
terms and conditions in this Agreement.

     

    NOW,
THEREFORE, in consideration of the provisions and promises contained herein, the
Company and Mr. Condo agree as follows:

     

    1. Mr. Condo
agrees to continue in his position as President and Chief Executive Officer of
the Company, and the Company agrees to appoint Mr. Condo as a director and the
Chairman of the board of directors of Sub immediately following the
Contribution.   During this time, including through the
Contribution and to the Merger Date, the Employment Agreement remains in
effect.

     

    2. The
Company agrees to promote and support Mr. Condo’s election or appointment as
Chairman of the board of directors of the Newco.

     

    
      
      

    

    3. Mr. Condo
agrees to resign his position as President and Chief Executive Officer of the
Company effective as of the Merger Date.

     

    4. Effective
on the Merger Date, Mr. Condo’s duties at the Company will cease and Mr. Condo
will return to the Company or its designee all confidential information and
other Company property in his possession or control.

     

    5. Subject
to Mr. Condo signing and delivering to the Company the general release of claims
in favor of the Company and related persons and entities in the form of Exhibit A attached
hereto (the “Release”) within 21
days following the Merger Date and the expiration of the seven-day revocation
period as specified in the Release, the Company will pay Mr. Condo an aggregate
amount of $480,000 in cash, less applicable withholdings (the “Transition Fee”), in
a lump sum on the 30th day after the Merger Date, provided that the Release has
become effective prior to such date.  Notwithstanding anything to the
contrary in this Agreement, if Mr. Condo’s employment with the Company is
terminated for Cause (as defined in the Employment Agreement) or as a result of
his death or disability before the Merger Date, Mr. Condo will not be entitled
to any Transition Fee or any other benefits provided for in this Agreement
except the accrued vacation payments through December 31, 2008 as described in
Paragraph 8 below, and the terms in his Employment Agreement applicable to such
scenarios will apply.

     

    6. All of
Mr. Condo’s stock options (listed on Exhibit B attached
hereto) will vest on the Merger Date.  Mr. Condo may exercise vested
stock options for a period of 90 days after the Merger Date.

     

    7. In
accordance with the Company’s standard policies and practices, the Company will
reimburse Mr. Condo for reasonable, ordinary and necessary out-of-pocket
business expenses incurred by him on behalf of the Company through the Merger
Date.

     

    8. Within 3
days following the date of the signing of this Transition Agreement, the Company
shall pay Mr. Condo for his accrued but unused vacation time, if any, due and
owing as of December 31, 2008 in accordance with the Company’s standard policies
and practices less applicable withholdings.

     

    9. On the
Merger Date, the Company shall:

     

    
      	
              a)  

            	
              pay
      Mr. Condo for his accrued but unused vacation time accrued between January
      1, 2009 and the Merger Date inclusive, if any, in accordance with the
      Company’s standard policies and practices (except that Mr. Condo shall
      accrue vacation time in excess  of the Company’s maximum
      permitted accrual under its standard policies and practices between
      January 1, 2009 and the Merger Date inclusive), less applicable
      withholdings; and

            


    

     

    
      	
              b)  

            	
              cease
      Mr. Condo’s health and dental coverage provided through the Company;
      thereafter, Mr. Condo may extend such coverage at his own expenses through
      COBRA continuation.

            


    

     

    10. Mr. Condo
hereby acknowledges that, except as set forth expressly in this Agreement, he is
not entitled to receive any other payments or benefits in connection with the
transition, either under this Agreement or under any other prior arrangement or
agreement.  Except as provided herein, upon completion of the Merger
as described above, this Agreement supersedes, cancels and replaces any other
agreement or arrangement between Mr. Condo and the Company, written or
oral.  Any right or entitlement in effect or available to Mr. Condo
under any such other agreement or arrangement is hereby unconditionally and
irrevocably waived by Mr. Condo.  Notwithstanding the foregoing, any
employee confidentiality agreement and any other agreement between Mr. Condo and
the Company by which Mr. Condo has assigned intellectual property to the Company
shall remain in effect.  The Company makes no representation or
warranty and shall have no liability to Mr. Condo, his heirs, executors,
administrators or assigns if any provisions of this Agreement are determined to
constitute deferred compensation subject to Section 409A of the Code but do not
satisfy an exemption from, or the conditions of, such Section.

     

    11. The
Company hereby represents that the Company has no knowledge of any pending or
threatened claims against Mr. Condo in his capacity as an officer or director of
the Company or of any basis therefore.

     

    12. This
Agreement may not be changed or altered, except by a writing signed by the
Company and Mr. Condo.  The parties agree that if any provision of
this Agreement is deemed invalid, the remaining provisions will still be given
full force and effect to the largest extent permissible under applicable
law.  Further, any material breach of this Agreement by Mr. Condo
shall excuse the Company from further performance of this
Agreement.  The remedies set forth herein are not intended to exclude
any other remedies available to either party at law or equity.

     

    13. This
Agreement shall be governed by and, for all purposes, construed and enforced in
accordance with the laws of the Commonwealth of Virginia applicable to contracts
made and to be performed in such state.  The Company and Mr. Condo
agree that the federal or state courts of the Commonwealth of Virginia shall
have sole and exclusive jurisdiction over any claim or cause of action relating
to this Agreement or Mr. Condo’s employment by the Company or the transition
hereunder, and Mr. Condo hereby consents to accept service of process as
provided under Virginia law or by registered mail, return receipt requested, and
waives any objection to personal jurisdiction of Mr. Condo in the state or
federal courts of the Commonwealth of Virginia.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Transition Agreement has been duly executed and delivered
by the parties on the day and year first written above.

     

    

      
        
          
            	 	
                    CONVERA
      CORPORATION

                     

                  	
                    PATRICK
      C. CONDO

                  
	 	
                    By: /s/Ronald
      J. Whittier

                    Authorized
      Signature

                  	
                    /s/  Patrick C.
      Condo

                    Signature

                     

                  
	 	
                    Dated:
      May 29, 2009

                  	
                    Dated:
      May 29,
2009

                  


          

        

      





    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

     

    GENERAL
RELEASE BY PATRICK CONDO

     

     

              I,
Patrick C. Condo, in consideration of the payments and benefits provided to me
by Convera Corporation (together with its subsidiaries and affiliates, the
“Company”)
under the Transition Agreement, dated as of May 29, 2009 (the “Agreement”), the
receipt and sufficiency of which are hereby expressly acknowledged by me, do
hereby release and forever discharge as of the date hereof the Company and all
present, former and future owners (direct and indirect), shareholders,
directors, officers, affiliates, agents, representatives, benefit plan
administers, employees, attorneys, parents, subsidiaries, divisions, branches,
units, successors and assigns of the Company (collectively, the “Released Parties”) to
the extent provided below.

     

    
      
        
          
            
              
                	
                        1. 
         

                      	
                        I
      understand that any payments or benefits paid or granted to me under the
      Agreement represent consideration for signing this General Release and are
      not salary, wages or benefits to which I was already entitled. I
      understand and agree that I will not receive the payments and benefits
      specified in the Agreement unless I execute this General Release and do
      not revoke this General Release within the time period permitted hereafter
      or breach this General Release. Such payments and benefits will not be
      considered compensation for purposes of any employee benefit plan,
      program, policy or arrangement maintained or hereafter established by the
      Company. I also acknowledge and represent that I have received all
      payments and benefits that I am entitled to receive (as of the date
      hereof) by virtue of any employment by the Company.

                         

                      
	
                        2. 
         

                      	
                        Except
      as provided in paragraph 4 below and except for the provisions of my
      Agreement which expressly survive my transition from the Company to Sub
      and to the Newco (as defined in the Agreement), I knowingly and
      voluntarily (for myself, my heirs, executors, administrators and assigns)
      release and forever discharge the Company and the other Released Parties
      from any and all claims, suits, controversies, actions, causes of action,
      cross-claims, counter-claims, demands, debts, compensatory damages,
      liquidated damages, punitive or exemplary damages, other damages, claims
      for costs and attorneys’ fees, or liabilities of any nature whatsoever in
      law and in equity, both past and present (through the date this General
      Release becomes effective and enforceable) and whether known or unknown,
      suspected, or claimed against the Company or any of the Released Parties
      which I, my spouse, or any of my heirs, executors, administrators or
      assigns, had, have or may have, which arise out of or are connected with
      my employment with, or transition out of, the Company (including, but not
      limited to, any allegation, claim or violation, arising under: Title VII
      of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991;
      the Age Discrimination in Employment Act of 1967, as amended (including
      the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as
      amended; the Americans with Disabilities Act of 1990; the Family and
      Medical Leave Act of 1993; the Worker Adjustment Retraining and
      Notification Act; the Employee Retirement Income Security Act of 1974; any
      applicable Executive Order Programs; the Fair Labor Standards Act; or
      their state or local counterparts; or under any other federal, state or
      local civil or human rights law, or under any other local, state, or
      federal law, regulation or ordinance; or under any public policy, contract
      or tort, or under common law; or arising under any policies, practices or
      procedures of the Company; or any claim for wrongful discharge, breach of
      contract, infliction of emotional distress, defamation; or any claim for
      costs, fees, or other expenses, including attorneys’ fees incurred in
      these matters) (all of the foregoing collectively referred to herein as
      the “Claims”). For the avoidance of
      doubt, Claims shall not include any claim that arises out of a breach of
      the Agreement (or any other agreement between me and the Company) by the
      Company occurring after the date hereof.

                         

                      
	
                        3. 
         

                      	
                        I
      represent that I have made no assignment or transfer of any right, claim,
      demand, cause of action, or other matter covered by paragraph 2
      above.

                         

                      
	
                        4. 
         

                      	
                        I
      agree that this General Release does not waive or release any rights or
      claims that I may have under the Age Discrimination in Employment Act of
      1967 which arise after the date I execute this General Release. I
      acknowledge and agree that my transition is in compliance with the terms
      of the Agreement shall not serve as the basis for any claim or action
      (including, without limitation, any claim under the Age Discrimination in
      Employment Act of 1967).

                         

                      
	
                        5. 
         

                      	
                        In
      signing this General Release, I acknowledge and intend that it shall be
      effective as a bar to each and every one of the Claims hereinabove
      mentioned or implied. I expressly consent that this General Release shall
      be given full force and effect according to each and all of its express
      terms and provisions, including those relating to unknown and unsuspected
      Claims (notwithstanding any state statute that expressly limits the
      effectiveness of a general release of unknown, unsuspected and
      unanticipated Claims), if any, as well as those relating to any other
      Claims hereinabove mentioned or implied. I acknowledge and agree that this
      waiver is an essential and material term of this General Release and that
      without such waiver the Company would not have agreed to the terms of the
      Agreement. I further agree that in the event I should bring a Claim
      seeking damages against the Company, or in the event I should seek to
      recover against the Company in any Claim brought by a governmental agency
      on my behalf, this General Release shall serve as a complete defense to
      such Claims. I further agree that I am not aware of any pending charge or
      complaint of the type described in paragraph 2 as of the execution of this
      General Release. I acknowledge that this General Release does not affect
      my right to file a charge or complaint with any federal, state or local
      agency or to participate or cooperate in such a matter. However, I also
      acknowledge that I am not entitled to monetary damages resulting from
      actions brought by any federal, state or local agency.

                         

                      
	
                        6. 
         

                      	
                        I
      agree that neither this General Release, nor the furnishing of the
      consideration for this General Release, shall be deemed or construed at
      any time to be an admission by the Company, any Released Party or myself
      of any improper or unlawful conduct.

                         

                      
	
                        8. 
         

                      	
                        I
      agree to keep all confidential and proprietary information about the past
      or present business affairs of the Company and its affiliates confidential
      unless a prior written release from the Company is obtained. I further
      agree that as of the date hereof, I have returned to the Company any and
      all property, tangible or intangible, relating to its business, which I
      possessed or had control over at any time (including, but not limited to,
      company-provided credit cards, building or office access cards, keys,
      computer equipment, manuals, files, documents, records, software, customer
      data base and other data) and that I shall not retain any copies,
      compilations, extracts, excerpts, summaries or other notes of any such
      manuals, files, documents, records, software, customer data base or other
      data.

                         

                      
	9.	
                        Notwithstanding
      anything in this General Release to the contrary, this General Release
      shall not relinquish, diminish, or in any way affect any rights or claims
      arising out of any breach by the Company or by any Released Party of the
      Agreement after the date hereof.

                         

                      
	10.	
                        Whenever
      possible, each provision of this General Release shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this General Release is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect any other provision or any other jurisdiction, but this General
      Release shall be reformed, construed and enforced in such jurisdiction as
      if such invalid, illegal or unenforceable provision had never been
      contained herein.

                         

                      


              

            

          

        

      

    

     

    BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

     

    
      	
              (a) 
         

            	
              I
      HAVE READ IT CAREFULLY;

               

            
	
              (b) 
         

            	
              I
      UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
      INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
      EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF
      1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH
      DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF 1974, AS AMENDED;

               

            
	
              (c) 
         

            	
              I
      VOLUNTARILY CONSENT TO EVERYTHING IN IT;

               

            
	
              (d) 
         

            	
              I
      HAVE BEEN ADVISED TO CONSULT WITH MY OWN ATTORNEY AND TAX ADVISOR BEFORE
      EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
      CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

               

            
	
              (e) 
         

            	
              I
      HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS GENERAL
      RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON MAY 6, 2009 TO CONSIDER IT
      AND THE CHANGES MADE SINCE THE MAY 6, 2009 VERSION OF THIS RELEASE
      ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
      PERIOD;

               

            
	
              (f) 
         

            	
              THE
      CHANGES TO THE AGREEMENT SINCE MAY 6, 2009 EITHER ARE NOT MATERIAL OR WERE
      MADE AT MY REQUEST;

               

            
	
              (g) 
         

            	
              I
      UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
      REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
      UNTIL THE REVOCATION PERIOD HAS EXPIRED; 

               

            
	
              (h) 
         

            	
              I
      HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE
      ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
      AND

               

            
	
              (i) 
         

            	
              I
      AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
      WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
      AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

            
	 
      


    

     

    


     

    
      	
              /s/ Patrick C.
    Condo

            
	
              Name:
      Patrick C. Condo

            
	
              Date:
      May 29, 2009

            


    

     

    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    Stock Options of Mr.
Condo

     

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Convera
      Corporation

                                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                                                          Stock
      Options Granted and Outstanding

                                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                                                          Patrick
      C. Condo

                                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                                                          1999
      Stock Option Plan

                                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          Grant

                                                          Date/Type

                                                        	 
      	 Security	
                                                           Price

                                                        	 
      	
                                                          Granted

                                                        	 
      	
                                                          Excercised

                                                        	 
      	
                                                          Cancelled

                                                        	 
      	
                                                          Repurchased

                                                        	 
      	
                                                          Outstanding

                                                        	 	
                                                          Vested

                                                        	 
      	
                                                          Outstanding

                                                          Exercisable

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          12/17/1999
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                  13,332

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                     13,332

                                                        	 	
                                                                 13,332

                                                        	 
      	
                                                                     13,332

                                                        
	 
      	
                                                          12/17/1999
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                161,668

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   161,668

                                                        	 	
                                                               161,668

                                                        	 
      	
                                                                   161,668

                                                        
	 
      	
                                                          4/27/2000
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                100,000

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   100,000

                                                        	 	
                                                               100,000

                                                        	 
      	
                                                                   100,000

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          Total
      1999 Stock Option Plan Grants

                                                        	 
      	
                                                                275,000

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   275,000

                                                        	 	
                                                               275,000

                                                        	 
      	
                                                                   275,000

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                                                          2000
      Stock Option Plan

                                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          6/8/2001
      / ISO

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                  91,324

                                                        	 
      	
                                                                 70,300

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                     21,024

                                                        	 	
                                                                 21,024

                                                        	 
      	
                                                                     21,024

                                                        
	 
      	
                                                          6/8/2001
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                383,725

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   383,725

                                                        	 	
                                                               383,725

                                                        	 
      	
                                                                   383,725

                                                        
	 
      	
                                                          6/8/2001
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.38

                                                        	 
      	
                                                                  24,951

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                     24,951

                                                        	 	
                                                                 24,951

                                                        	 
      	
                                                                     24,951

                                                        
	 
      	
                                                          11/30/2004
      / ISO

                                                        	
                                                          CNVR

                                                        	
                                                          $4.71

                                                        	 
      	
                                                                  63,693

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                     63,693

                                                        	 	
                                                                 63,693

                                                        	 
      	
                                                                     63,693

                                                        
	 
      	
                                                          11/30/2004
      / NQ

                                                        	
                                                          CNVR

                                                        	
                                                          $4.71

                                                        	 
      	
                                                                686,307

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   686,307

                                                        	 	
                                                               686,307

                                                        	 
      	
                                                                   686,307

                                                        
	 
      	
                                                          3/25/2008
      / PS

                                                        	
                                                          CNVR

                                                        	
                                                          $1.92

                                                        	 
      	
                                                                700,000

                                                        	 
      	
                                                                         -

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                   700,000

                                                        	 	
                                                                         -

                                                        	 
      	
                                                                            -

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          Total
      2000 Stock Option Plan Grants

                                                        	
                                                              

                                                        	
                                                                     1,950,000

                                                        	 
      	
                                                                 70,300

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                1,879,700

                                                        	 	
                                                            1,179,700

                                                        	 
      	
                                                                1,179,700

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	
                                                          Total

                                                        	 
      	 
      	 
      	 
      	
                                                             2,225,000

                                                        	 
      	
                                                                 70,300

                                                        	 
      	
                                                                       -

                                                        	 
      	
                                                                             -

                                                        	 
      	
                                                                2,154,700

                                                        	 	
                                                            1,454,700

                                                        	 
      	
                                                                1,454,700