Zalman Melnik and Lea Melnik - Page 16

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          Moshe Melnik, and Zalman Melnik received consideration totaling             
          $6,166,690, $1,657,396, and $1,200,183, respectively.                       
               On or about April 15, 1997, Clend exercised Category 2                 
          conversion rights to acquire an additional 182,482 shares of MMI            
          for $1 million.  The purchase price was offset against MMI’s                
          obligation to Clend under the promissory note.  On or about May             
          21, 1997, Clend exercised warrants to acquire 180,000 shares of             
          MMI for $720,000.  The purchase price was again offset against              
          MMI’s obligation to Clend under the promissory note.  On or about           
          June 3, 1997, MMI wired to Clend $3,388,907 representing the                
          principal balance and interest due under the promissory note.               
          In June 1997,22 MMI delivered the MMI warrants and stock to                 
          Clend.                                                                      
          Clend’s Investments                                                         
               On or about May 21, 1997,23 the Melniks met Mr. Maycock for            
          the first time at a meeting arranged and attended by Mr. Pennoni.           
          In a letter dated May 28, 1997, Mr. Maycock issued instructions             

               22According to Clend’s “Company Account Statement” for 1999,           
          the Bank of Bermuda received 735,260 shares of MMI stock                    
          registered in nominee name (Gerlack & Co.) on or before Jan. 5,             
          1999.  On or before Jan. 15, 1999, the MMI shares were delivered            
          to Warburg Dillon Read LLC, with offices in New York, N.Y.  From            
          Aug. 18, 1999, through Oct. 1, 1999, Bermuda Trust sold or                  
          arranged the sale of 727,360 shares of Clend’s MMI stock for                
          approximately $930,000.                                                     
               23In a letter dated May 28, 1997, which was a Wednesday, Mr.           
          Maycock wrote to Mr. Pennoni acknowledging that he was introduced           
          to the Melniks in Mr. Pennoni’s offices on the preceding                    
          Wednesday.                                                                  





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