Reading the management information circular more closely, with regards to the omnibus incentive equity plan, I will vote NO to all sections 4-5-6 which relate to the omnibus and the stock options.  My two primary concerns are:

1.  The plan extends accelerated vesting upon change of ownership for ANY employee or consultant to the company, at the discretion of the Board.  I understand the need to have flexibility for the purpose of compensating and retaining employees upon a change in ownership, but the terms are too broad in my opinion.  This tool is typically used to recruite and retain top talent.  A scenario in which "all" employees and consultants were extended accerlated options, we, as shareholders, would experience dilution and less value for our investements.  True, this would impact all shareholders, including the Board, but I am still unconfortable giving this much latitude.  In prior companies, we have established a top tier set of employees whose contributions to the company, or experience, warrants accelerated vesting terms.  And, I've experienced that these terms have become progressively limited over the past 20 years.  I will vote against, and I will recommend that terms be modified.

2.  The request for changes in the incentive plan under items 4-5-6 are understandable, but I believe it's in the shareholders best interest to hold on this until such time that the company (and it's employees) have delivered revenue and qualified forecasts.  The strike price for options should not be considered until we've made more progress, because many of us invested in this company at a much higher SP and at a time when the CFO was positioning that the company should be worth $1B and it was the right time to move to the NAS to gain more attention given the progress we would be making.  This is water under the bridge, but I will not approve a change to the plan until we have at least reached a sustainable share price equal to price when our management team sold last year. This is not out of spite.  I am simply stating what I believe will be a reasonable time to reconsider the incentive stock plan.  I will vote against 4-5-6.

Otherwise, I continue to respect this management team and Board, and I am taking thier recommendations on all measures that are non-incentive related.