Dan Barnett
5514 W. University Blvd, Dallas, TX 75209
(214) 926-3344 Fax: 214453-4219
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April 30, 2008
TO: Ron Johnson
Mortgage Assistance Center Corporation
Mortgage Assistance Corporation
RE: Board Resignation
I hereby submit my resignation from the Board of Directors effective immediately
due to my disagreement regarding certain Board actions and the direction that
senior management has taken the Company with respect to its operations, policies
and practices. I believe that these actions are not in the best interests of the
Company's shareholders.
My primary concern is that management has made a number of major decisions on
its own initiative without the assent of; without notice to, or without
supplying adequate information to the Company's board of directors. I view the
relationship between senior management and the board of directors as an
extremely unhealthy relationship. In my experience, management's interactions
with the board is characterized by a lack of communication, cooperation and
respect. Moreover, I feel that management has failed to keep the board of
directors informed of important issues facing the company or failed to do so in
a timely fashion. Examples of decisions that were made without board approval,
without adequate notice or without supplying adequate information to the
Company's board of directors prior to the board of directors taking any action
(if any action was taken at all) include the following: the financing
arrangement with FAX, LP, a private venture capital firm, and the related
amendment to the Company's articles of incorporation and related issuance of
preferred stock to 'FAX, LP; the ongoing financial condition of the Company
including the Company's ability to pay its obligations as they become due; the
financing arrangement with CSSF Master Fund, LP and LBL Partners, Ltd.; the
appointment of Dennis Downey as a director without my approval or notice
regarding the consideration of his appointment; the lack of communication to me
regarding the resignation of Mr. Payne and Mr. Hensel as directors, and the
appointment and termination of certain members of senior management.
Additionally, I am concerned regarding the Company's failure to file Form 8-Ks
regarding the appointment of Dennis Downey as a director and the resignation of
Messrs. Payne and Hensel as directors.
For some time I have made my analyses and observations known in an increasingly
vociferous manner to the other members of the Board of Directors and senior
management. I am not having any useful effect on the Board of Directors or with
senior management.
Dan Barnett
5514 W. University Blvd, Dallas, TX 75209
(214) 926-3344 Fax: 214-853-4219
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Please take whatever steps are necessary to remove my name from all materials
that include me as a director and file the appropriate disclosures with respect
to my resignation.
Regards,
/s/ Dan Barnett
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Dan Barnett
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