Page 17 - Proxy-2017
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(6)    Represents 52,667 shares that Mr. Turfler has the right to acquire upon exercise of options.
            (7)    Includes 386,712 shares that the directors and officers have the right to acquire upon exercise of options.
            (8)    Based on the list of record holders maintained by the Company’s transfer agent.
            (9)      Based on Schedule 13G/A jointly filed by Park Center Company and Jeffrey A. Legrum with the SEC on
                   February 9, 2016.
            (10)     Based on a Schedule 13G/A jointly filed with the SEC by Renaissance Technologies LLC and Renaissance
                   Technologies Holdings Corporation on February 14, 2017.

                                        EQUITY COMPENSATION PLAN INFORMATION


               The following table provides information as of October 31, 2016 with respect to the shares of common stock that may be
            issued under the Company’s existing equity compensation plans:

                                                   A                  B                         C
                                                                                   Number of Securities Remaining
                                           Number of Securities   Weighted Average   Available for Future Issuance
                                               to be Issued      Exercise Price   Under Equity Compensation Plans
                                            Upon Exercise of    of Outstanding     (Excluding Securities Reflected in
                     Plan Category         Outstanding Options    Options ($)               Column A)

             Equity Compensation Plans
             Approved by Stockholders (1)           857,851              $4.59                          800,851

             Equity Compensation Plans Not
             Approved by Stockholders (2)           150,000              $1.09                               0

             Total                                 1,007,851             $4.07                          800,851


            (1)    Consists of options granted under our 2010 Stock Incentive Plan and 2000 Stock Option Plan.  The 2000 Stock Option Plan
              has expired, and no additional options can be granted under this plan. Accordingly, all 800,851 shares remaining available
              for issuance represent shares under the 2010 Stock Incentive Plan.
            (2)    Consists of options granted to five officers and/or key employees of the Company under employment agreements entered
              into by the Company with each of these officers and employees.

            Compliance with Section 16(a) of the Exchange Act
               Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons
            who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes
            in ownership with the Securities and Exchange Commission (“SEC”).  Executive officers, directors and greater than 10%
            stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

               Based solely upon a review of information furnished to the Company, to the Company’s knowledge, during the fiscal year
            ended October 31, 2016, all Forms 4 were timely filed, except that Howard Hill was late in filing one Form 4. The foregoing
            late filing was filed within one calendar day after the due date.



                                                      PROPOSAL NO. 2:
                               APPROVAL OF AMENDMENT TO THE 2010 STOCK INCENTIVE PLAN


               In March 2010 our Board of Directors adopted, and the stockholders subsequently approved, the 2010 Stock Incentive
            Plan (the “2010 Plan”). An aggregate of 1,000,000 shares was set aside and reserved for issuance under the 2010 Plan. In 2014,
            our Board of Directors adopted an amendment to the 2010 Plan to increase the number of shares of common stock available
            for issuance from 1,000,000 to 1,500,000, which amendment was approved by our stockholders at the September 1, 2014


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