Digitiliti

Stock Trading Directions:
To trade stock, please follow these steps:

1. Complete Stock Holder Questionnaire
2. Complete Broker Agreement and Customer Resale Agreement
3. Submit completed forms and stock certificate to:
   Interwest Transfer Company
   1981 East Murray Holladay Road
   Salt Lake City, Utah 84117
   Telephone: 801-272-9294
   Facsimile: 801-277-3147
4. Submit copies of completed forms to:
   Digitiliti, Inc
   266 East 7th Street
   St. Paul, MN 55101

Resale of “Restricted Securities” of the Company

Our legal counsel prepared a “blanket” legal opinion that covers two portions of Rule 144(i) applicable to former “shell companies” like the Company: (i) the filing of the “Form 10 Information” by the Company and the passage of one year from its filing; and (ii) that the Company is not presently a “shell company.”

No other legal opinion will be required by our transfer and registrar agent, Interwest Transfer Company (“Interwest”), in connection with the resale of our “restricted securities so long as the Stock Holder Questionnaire and Broker Agreement and Customer Resale Agreement are filled out and provided to Interwest (with copies to the Company), as applicable, by the brokers and their stockholders; and the stock certificates are submitted to Interwest by the brokers of the stockholders for transfer into the brokers’ street name or DTC for the benefit of the account of the particular stockholder. These requirements will assure that no sales are made while the Company is not “current” in its reports, which is an additional and continuing requirement of Rule 144(i).

Interwest’s contact information is:

Interwest Transfer Company
1981 East Murray Holladay Road
Salt Lake City, Utah 84117
Telephone, 801-272-9294
Facsimile, 801-277-3147.

Shares must have been owned for at least six months, and convertible note holders or warrant holders who have “cashless” exchange rights and exercised their warrants in that fashion can “tack” their holding periods to the date of the original convertible note or warrant, as applicable. “Affiliates” have additional conditions that must be satisfied in any resale, and each should consult legal counsel of their choosing.

The Company must be “current” in the filing of all reports required to be filed with the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act” [Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q]); and the Company cannot again be determined to be a “shell company,” or the “blanket” legal opinion of our legal counsel will be void.

If you have any other questions, please consult your legal counsel or contact William McDonald at: Telephone, 651-925-3200; Facsimile, 651-925-3232; or Email, This e-mail address is being protected from spambots. You need JavaScript enabled to view it .