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Disclosure Statement and Accompanying Plan Of Reorganization

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Motion to Approve Settlement of Consolidated Securities Class Action Lawsuit

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Reasons We Expect to Restructure Successfully

  1. Our Assets Significantly Exceed Our Liabilities. On 11/10/2009 the book value of our assets was $83.8 million compared to $18.9 million in liabilities.
  2. We have signed a Debtor-in-Possession (DIP) financing for $6,750,000 with Wells Fargo Bank, NA acting through it's Wells Fargo Business Credit operating division. This provides additional liquidity of more than $3 million over and above the outstanding loan balance of $3,575,000.
  3. Our revised business strategy, focused on our core businesses of SRB, RBO/DRB, nutraceuticals and baby cereal, will simplify execution and reduce overhead.

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