From your post: "Why was there a singular failure on your part to address the merits, or otherwise, of the actual proposals submitted previously?"

Sorry, but this comment is too obtuse for me to really know what you mean as to the "actual proposals". If you will explain further.

A lawyer(senior partner), Juris Doctor, and external lawyer made the following proposal:

THE PROPOSAL

The Proposal resolves that "the Stockholders of the Company hereby direct the Board to take all

The grounds for refusal:

BASES FOR EXCLUSION

We believe that the Proposal may properly be excluded from the 2008 Proxy Materials pursuant

to:

1. Company's ordinary business operations; and

I fully understand your "straw man" position given the difficulty in advocating violation of any law, but I did have a sense of déjà vu on reviewing both this and the WIPO documents.

By way of observation, there has been nearly two years to resubmit the proposal, refuting any "ridiculously narrow reading of the Proposal and a manipulative usage of the cited legal authority" such that a proposal was in compliance and legal, more so given the underscored:

In order to reply to their letter on a timely basis, I am not able to engage a law firm to provide a countervailing legal opinion. Also, my reading of Rule 14 a-8 suggests that the only requirement for a legal opinion is that the Company provide one in support of its claim that the

While I did not engage a Delaware hired gun to refute them point for point, or case for case and statute for statute they have cited, I have spent time reading the Delaware laws they referred to in order to draft this reply. On the basis of what I have read and the application of plain common sense, it is obvious that the Company's arguments and the supporting opinion are based upon a ridiculously narow reading of the Proposal and a manipulative usage of the cited legal authority.

Please think about the question/request contained within that sentence. Forgive my cynicism when I suggest that as no direct answer would be given, might it appear as an excuse for taking no further action?

Apologies for the format.

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Be well