i have been invested in SPQ since the early 90's ...following our many successful drill results ....not to forget our great diamond results from sampling at WAWA. ....I also have participated in a PP with SPQ 2 YEARS ago, where the proceeds were used to administer and finalize our present agreement with KWG, whereby SPQ BECAME THE

OPERATOR of "mcfaulds" claims, together with WAWA and others.

i offer the following on the letter of intent between UC AND SPQ and please understand these comments are made from my own interpretation.

{...i beleive however, the lawyers will inevitabally conclude the same (...and that would be very good for all SPQ shareholders.) }

the present intent of agreemnet is just that ...and it states therein, that in order for it to become a legal binding agreement, it must be signed by KWG.

THIS is simple.

THERE is also a deadline which is binding ...and this deadline has passed a long time ago ....relatively speaking ...at least as pertains to agreements.

this is also fact and quite simple.

it also states in the agreement something even more legally resounding which supports the disintegration of this agreemnet and that is a clause which sets out the conditions surrounding the scenario where KWG in fact does not sign or the deadline is not met ...and this condition is that SPQ WILL SIMPLY pay back UC in shares ...not money ...their expenditures

and the expenditures according to the agreement should be in the neighborhood of one mil ....in order to do the math on this, SPQ NEEDS accounting expenditure proof from UC.

NOW, TAKING INTO CONSIDERATION THE ABOVE:

i personally beleive KWG would be crazy to sign off on the agreement, especially if in that agreement they are afforded a VETO.

AND SECONDLY, as a shareholder of SPQ, I would hope very much that SPQ management do everything possible to dissallow this agreement from being ratified... this is only rational ...and the agreement itself allows for this...

had noront not struck 7 % nickle then perhaps KWG WOULD HAVE SIGNED IT ...and the deadlines would have been met.

but, as fate would have it, mcfaulds turned into something much larger... while the agreement was still in "process"

this happens sometimes... not all agreements are fully ratified and made legally binding. some agreements fail ...and rightly so ...they have built in clauses allowing for "failure"

i have nothing against UC or Jim Voisen, whom i have had many a beer with.

business is business... it's just how busines evolves sometimes and often it's the luck of the draw.

perhaps i have overlooked something in my analogy of this agreement as i have stated certain aspects of it ...if so i stand to be corrected.

but please, for those who would like to correct me, could i ask that we refer to the agreement itself and point out clauses therein which they regard as binding and in contradiction to the main points as i have suggested.

those comments which i have made on the agreement i have verified by reading the contents of the agreemnt which have been rendered to the public to date and by interpreting comments made from management of SPQ on the agreement, and other very long term investors of SPQ.

I ALWAYS work hard to remain as objective as possible. ...i am not a legal professional ...and welcome other interpreations ...but having said this, the english used seems quite straight forward.

cheers ....danny