Ann: Notice of General Meeting/Proxy Form, page-2

Can anyone define what "a change of control" means?


While working part time Mr Ippolito’s salary is US$200,000 per annum. If Mr Ippolito commences working on a full-time basis, his salary will be increased to US$400,000 per annum. This will be subject to annual review.Mr Ippolito will also be eligible to receive an annual bonus based on attaining objective performance goals and targets as established by the Board and a US$500,000 cash bonus if a change of control event involving the Company occurs during his employment and within six months of the commencement of his employment. The Company has agreed, subject to Shareholder approval, to issue Mr Ippolito with Incentive Optionsunder the Employees Securities Incentive Plan (Plan), the subject of Resolution 1. The terms and conditions of the Incentive Options are set out in Annexure A to this Explanatory Memorandum.In accordance with the Employment Agreement, the Company proposes to grant a total of 12,000,000Incentive Options for no consideration on the following terms