* Explanation of Response:

      As of May 17, 2004, Mathew and Markson, Ltd. held 9,060,062 Shares of the
Issuer's Common Stock.

      On October 13, 2004, Mathew and Markson, Ltd. pledged 1,000,000 shares of
the Issuer's Common Stock as collateral for a loan. Under the terms of the
Pledge Agreement, Mathew and Markson, Ltd. retains the right to vote the stock
and to receive dividends.

      Therefore, as of October 13, 2004, the total number of Shares of Common
Stock of the Issuer held by Mathew and Markson, Ltd. was as follows:

            Prior Balance                           9,060,062 Shares
            (Disposition)                         (1,000,000 Shares)
            New Balance                             8,060,062 Shares