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The following is an excerpt from a DEF 14A SEC Filing, filed by EMAILTHATPAYS COM INC on 5/31/2000.
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ENCORE CLEAN ENERGY, INC - DEF 14A - 20000531 - SECURITY_OWNERS

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information as of March 31, 2000 concerning the ownership of Common Stock by (i) each stockholder of the Company known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each person who has been a Director or executive officer of the Company since the beginning of the last fiscal year and
(iii) all current Directors and executive officers of the Company as a group. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power of such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company except as otherwise noted.


                                         Security Ownership Table
                                         ------------------------
        Name and Address of                Amount and Nature of
        Beneficial Owner (1)                 Beneficial Owner                     Percent of Class
        --------------------                 ----------------                     ----------------
Daniel Hunter (2)                            1,509,722 (3)                             17.1

Bruce Hamlin (4)                               284,722 (3)                              3.2

Donald James MacKenzie (5)                   1,509,722 (3)                             17.1

Mitch Drew                                      47,222 (6)                                *

Warren Olson                                    47,222 (6)                                *

Steven Adelstein (7)                           140,559 (8)                              1.6

Gus Guilbert (9)                               10,516 (10)                                *

Michael Marcus (11)                           500,000 (12)                              5.7

All executive officers and                  3,398,610                                  38.5
directors as a group (13)

* Less than one percent.

(1) Unless otherwise indicated, the business address of all beneficial owners is 428 West 6th Avenue, Vancouver, BC V5Y 1L2.

(2) Mr. Hunter's shares are held by Hunter Holdings Inc. Mr. Hunter is the sole shareholder of Hunter Holdings Inc.

(3) Includes 9,722 shares which the holder has the right to acquire within 60 days upon the exercise of stock options.

(4) Mr. Hamlin's shares are held by Hamlin Holdings Inc. Mr. Hamlin is the sole shareholder of Hamlin Holdings Inc.

(5) Mr. MacKenzie's shares are held by Vicdra Holdings Inc. Mr. MacKenzie is the sole shareholder of Vicdra Holdings Inc.

(6) Includes 47,222 shares which the holder has the right to acquire within 60 days upon the exercise of stock options.

(7) Mr. Adelstein's address is 4950 West Prospect Road, Ft. Lauderdale, FL 33309.

(8) Includes (i) Warrants to purchase up to 30,000 shares of common stock held by Mr. Adelstein's children; (ii) Warrants to purchase 10,000 shares of common stock owned by AUW, Inc. ("AUW"), a company of which Mr. Adelstein is an officer and which is controlled by Mr. Adelstein's family members; (iii) Warrants to purchase 10,000 shares of common stock owned by Mr. Adelstein's parents; (iv) 60,709 shares owned by AUW; and (v) 29,850 shares owned by West Tropical Investments Corp., a company of which Mr. Adelstein is an officer.

(9) Mr. Guilbert's address is 4950 West Prospect Road, Ft. Lauderdale, FL 33309.

-2-

(10) Includes warrants to purchase up to 5,000 shares of common stock.

(11) Mr. Marcus' address is 27622 Pacific Coast Highway, Malibu, CA 90265.

(12) Includes 300,000 shares held by Canmarc Trading, Inc., a company which is controlled by Mr. Marcus.

(13) Includes shares held by Messrs. Hunter, Hamlin, MacKenzie, Drew and Olson. Also includes 123,610 shares which the holders have the right to acquire within 60 days upon the exercise of stock options.

Change In Control

On October 22, 1999, pursuant to the terms of an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 17, 1999, by and among the Company, Realm Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger Sub") and emailthatpays.com ("email Nevada"), Merger Sub was merged (the "Merger") with and into email Nevada. Pursuant to the Merger, the stockholders of email Nevada received one share of the Company's common stock in exchange for each share of email Nevada's common stock, or an aggregate of 6,572,000 (post reverse split) shares of the Company's common stock. In connection with the Merger, the Company 1) issued an aggregate of 693,016 shares (post reverse split) of its common stock in satisfaction of outstanding debt and in exchange for a $500,000 note receivable, 2) declared a one-for-ten reverse stock split whereby each share of common stock issued and outstanding on September 27, 1999 was reclassified and changed to one-tenth of one share of common stock, and 3) issued 525,000 shares (post reverse split) as an investment banking fee. Prior to the Merger, the Company had 304,743 (post reverse split) shares issued and outstanding. Therefore, after the Merger, the historic stockholders of the Company held 3.8% of the issued and outstanding shares of the Company and the historic stockholders of email Nevada (together with the stockholders that received shares in satisfaction of outstanding debt and in exchange for a $500,000 note receivable and stockholders that received shares as an investment banking fee) held 96.2% of the issued and outstanding shares of the Company.

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