Explanation of Responses:

1. These options vest upon Mr. Goerner's completion of an interim period as CEO and/or conversion to permanent CEO. If the interim period is terminated prior to 120 days, a pro-rata portion of these options will vest.

2. These options vest upon Mr. Goerner's conversion to permanent CEO and the occurrence of any of the following: (a) A successful M & A acquisition brought forth by Mr. Goerner, (a merger or acquisition with TPL excluded), approved by the board of directors, (b) Movement of our stock onto a different AMEX or Nasdaq exchange, approved by the board of directors, (c) Any other action by Mr. Goerner having the effect of a sustained, substantial increase in shareholder value, approved by the board of directors, or (d) Approval by the board of directors.