Re: FW:

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HI Steve

Please find attached a document Jeffrey's attorney wrote.

This is in line what Jeffrey discussed with Peter.

It seems much easier structure (and better for me as it does not tie up my 400k)

I would like to send it signed to David.

I am thinking of lowering 250K to 150K.

Please let me know

Also — I talked to Peter earlier in day. He brought up Boris' Bentley and admitted that he is one that told it to Jeffrey.

He however is telling that this was only a joke and that he made it up — that he did not hear it from David. I do not believe in this — that was a comment he was not allow to tell outside their circle.

This just made me certain that this is my last offer to David.

If they do not accept it, I would like that going forward we cease any communication with them.

Thank you

Boris

Hi Boris,

David may find the propos=l acceptable as, per the draft agreement, you would effectively be guarant=eing any clawback obligation that David might otherwise owe. The last time we considered this option, you were unwilling to =uarantee the clawback and David was unwilling to assume the obligation.Q=A0 That's why we abandoned the carry approach.

Steve

Hi Steve,

I am planning to sign thi= and send it today to Peter.

Please can you just take = quick look.

Currently I am offering 5=% of the upside and 150K. This 150K (currently at Biosys bank account) tog=ther with 100K that they already cash out is 250K – enough for all cost and Boris Bentley

Not sure if I need to pla=e an expiration date (May 15th?)

If I do not hear from you= I will assume it is all OK and sign it and send it to Peter.

B

Hi Boris,

I realize from your persp=ctive that Jeffrey's approach is attractive as you don't h=ve to come out of pocket for the $400k up front. I just want to make=sure you understand the clawback exposure. David won't sign up fo= any clawback, which effectively leaves you on the hook. Depending o= the performance of Blue Talon and Digisite in relation to the rest of the=companies in the Fund, the exposure could be significant — well in excess of $400k. In addition, the proposed form of=agreement is different from the draft we tendered and the signed copies th=t came back, so it will take additional time for them to digest. I j=st want you to understand the clawback exposure and relative trade-offs of using a different form of agreement before proceedi=g. Jeffrey and his attorney apparently do not understand the clawbac= as they haven't addressed it.

It's worth mentio=ing that Peter called me Friday and advised that they fully expected you t= counter-offer the signed copies they sent. They were just hoping to get the ball moving and want you to sign anything you propose. Si=ning and delivering Jeffrey's proposal would effectively do that.

Thanks,

Steve C2

the clawback is not davids problem., it is yours.40=A0 gunderson has not moved your closer for 6 months now. =C24> , forget them and get it done