Richard and other Board Members:

I do not think it is possible for me to continue to represent Uganik with respect to the current proxy solicitation.  It is clear that Richard does not respect my advice.

Since you are still attempting to obtain a tax advisor, I would expect you can find another attorney to help you immediately so there is not too much of a delay in the process.

Please let me know what I can do to facilitate the transfer of this matter to another attorney of your choice.

Kathryn Black


From: Richard simeonoff []
Sent: Tue 12/2/2008 6:45 PM
To: Kathryn Black
Subject: RE: Proxy Statement Changes

I don’t know how much clearer than we want a land sale tied to distribution. the majority of our shareholders do not want any big government. if the shareholders voted on the land sale with anticipation of receiving funds and another group of shareholders (a smaller percentage than the majority voted not for the distribution but yes for the land sale. the majority group that voted for the land sale. would have been mislead and would have not recourse. this in clear under no dissenter rights. We do not need this much money to manage the small corporation or land that we have. so why would we take a chance on losing the land and the money. it would be far wiser to keep the land until such time we have far less risk. what would be the maximum distribution if they approved the land sale an were able to disrupt the distribution sale. It is clear to me if we act in the best interest of the shareholders we would tie these together. this will pass easily. I will not take a chance on losing the money and the land. you had stated in earlier emails that the modifications and amendments were only for grammar. you recanted that statement to include more things. this would not affect the contract if the per share distribution were part of land sale. We have no interest or need for that much money to manage 1 square mile of land nobody lives on. this money should go to the shareholders that is our intent. OUR INTENT With THIS LAND SALE IS TO SELL THE LAND AND DISTRIBUTE THE MAJORITY OF PROCEEDS.

WE HAVE NOT INTENTION OF ANYTHING ELSE. why would this not pass? do you think the majority of our shareholders want to create jobs for the board of directors and try to make more money for them perhaps, invest the money and make their lives better. ten shares can disrupt the distribution but cannot get the land sale passed.  it should be clear what your hired to do. sell the land distribute the money. not mislead the shareholders into thinking if they have separate votes the same will happen.  were you hired to give financial advice? I know you are sharing all my emails with Ellen but you clearly are not sharing all emails from ellen with the board or phone calls. Clearly you must see that a separate vote could leave the majority duped into thinking all are for the land sale and distribution? I would rather keep the land, than lose both money and land. in our hearts we all know that to keep the land for future generations should be the only real answer but we live in today’s world of having to pay for our lives. not all of us are as fortunate as you are. I mean no disrespect but I feel all lawyers are a necessary evil and are interested in billable hours. if you had clear direction that we want to lock in a land sale and distribution you would and should clearly see that is the honest way to go. your a trained lawyer and I am just a contractor, but I know that the separate vote is a bad contract and I have seen lots of those.