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Message: Notice of Written Consent

First time I have owned shares in a Company that filed a Notice of Written Consent; anyone posting on this board familiar with such an action? My initial thought is that CGNH undertook it as a cost savings tactic given the shortage of cash.

To the Holders of Our Common Stock and the Holders of the Exchangeable Shares of ExchangeCo:

NOTICE IS HEREBY GIVEN that on July 31, 2010, the Company’s Board of Directors and the Majority Stockholders adopted the Written Consent, in lieu of an annual or special meeting of the stockholders approving the following actions:

1.

The re-election of four (4) members to our Board of Directors, each to hold office until our 2010 Annual Meeting or until his respective successor is elected and qualified; and

2.

The approval and ratification of J.H. Cohn LLP as our independent auditors for the fiscal year ending October 31, 2010.

The Board of Directors believes it would not be in the best interest of the Company and its stockholders to incur the costs of holding an annual meeting or of soliciting proxies or consents from additional stockholders in connection with these actions. As such, our Board of Directors has determined not to call an Annual Meeting of the Stockholders and none will be held for the fiscal year ended October 31, 2009.

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