An anonymous director reports

HIGHMARK ENTERS INTO NON-BINDING LETTER OF INTENT FOR THE ACQUISITION OF LIGHTNING INDUSTRIES

Highmark Marketing Inc. has entered into a non-binding letter of intent with Lightning Industries Inc. to acquire 100 per cent of Lightning's authorized share capital. Lightning is wholly owned by Domenari Capital LLC.

Lightning was incorporated in 2002 for the purpose of manufacturing specialty products to enhance efficiency and increases the production of oil and gas wells. Since then, the company has become a regional leader, not only in oil field products, but also in custom fabrication for other industries, including uranium processing plants. Lightning's management team has over 28 years of experience in gas well surface equipment, pneumatics and electronic safety shutdown systems. The company understands the need for dependability, cost-efficiency and quality control. Through constant upgrades in state-of-the-art technology, the company stands ready to meet or exceed the advanced technical requirements for a wide range of industries.

Proposed acquisition of Lightning Industries

The agreement to acquire Lightning contains the following key terms:

• Highmark will issue 40 million common shares to Domenari for the acquisition of Lightning;
• Highmark will issue a bonus of two million common shares to Domenari if Lightning records $3-million in revenues in a single calendar year;
• Highmark will issue a second bonus two million common shares to Domenari if Lightning records $6-million in revenues in a single calendar year;
• Upon closing, Highmark will cause the board of directors to be Marc Branson, Donald Rainwater, Marc Branson and Tim Isaacs and the officers to be Mr. Rainwater (chief executive officer), Mr. Branson (president), and the chief financial officer will be jointly appointed;
• The purchase shares will be subject to a stock restriction agreement, which will contain the vesting schedule as shown in the attached table.

Vesting date                                         Proportion of vested shares
         
On the closing date of the agreement          10 per cent of the purchase shares          
Six months after the effective date           15 per cent of the purchase shares          
12 months after the effective date            15 per cent of the purchase shares          
18 months after the effective date            15 per cent of the purchase shares          
24 months after the effective date            15 per cent of the purchase shares          
30 months after the effective date            15 per cent of the purchase shares          
36 months after the effective date          The remainder of the purchase shares

We seek Safe Harbor.