case4:05-cv-001 52-f document66 filed 11/27/2007 page 1...

Case 4:05-cv-00 1 52-F Document 66 Filed 11/27/2007 of 34

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF NORTH CAROLINA

EASTERN DIVISIONCASE NO. 4.05-CV-00152-F(3)

RUSSELL TODD HUTTENSTINE, RONALD

A. SCHINDELER, ROBERT G. COLE, JAMIE

SLAUGHTERBECK, THOMAS FORTANIER,

and WILLIAM SCHUTTER, on behalf tothemselves and all other similarly situated,

Plaintiffs,

V.

DENNIS MAST, GEORGE A. MOORE, CLASS ACTION

SHANE TRAVELLER, ROSS W. SMITH,

HYDROFLO,INC., and METALS AND

ARSENIC REMOVAL TECHNOLOGY, INC.,

Defendants.

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation") dated November

17, 2007 is submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject to the

approval of the Court, this Stipulation is entered into by Lead Plaintiffs Ronald A. Schindler,

Robert G. Cole, Jamie Slaughterbeck, and William Schutter ("Lead Plaintiffs"), on behalf of

themselves and the Class, and Defendants Dennis Mast ("Mast"), George A. Moore ("Moore"),

Shane Traveller ("Traveller"), Ross W. Smith ("Smith"), HydroFlo, Inc. ("HydroFlo"), and

Metals and Arsenic Removal Technology, Inc. ("MARTI") (collectively, "Defendants"), all

parties to this litigation (the "Parties"), by and through their respective counsel.

WHEREAS, beginning on November 22, 2005, a Class Action Complaint

alleging violations of federal securities laws, Russell Todd Huttenstine v. Dennis Mast, et al. ,

No. 4:05-ev-00152-F(3) (E.D.N.C.) (the "Action"), was filed in this Court.


WHEREAS, Lead Plaintiffs filed the first Amended Complaint for Violation of

Securities Laws on April 13, 2006 (the "Complaint") alleging: (COUNT I) violations of Section

10(b) of the Securities Exchange Act of 1934 and Rule I Ob-5 promulgated thereunder against the

Defendants and (COUNT II) violations of Section 20(a) of the Securities Exchange Act of 1934

against defendants Mast, Traveller, Smith and Moore.

WHEREAS, on May 12, 2006, defendants Mast, Moore, Smith, MARTI, and

HydroFlo filed an Answer to the Complaint.

WHEREAS, on September 18, 2006, defendant Traveller filed a motion to

dismiss the Complaint on the grounds that it failed to allege: (i) primary liability claims under

Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule l Ob-5

thereunder; and (ii) control person claims under Section 20(a) of the Exchange Act.

WHEREAS, by Order dated December 20, 2006, the Court : (i) allowed

Traveller's motion to dismiss the primary liability claims against him; and (ii) denied Traveller's

motion to dismiss the control person claims.

WHEREAS, Traveller filed an answer to the Complaint on January 5, 2007.

WHEREAS, by Order dated May 1, 2007, the Court (i) appointed Ronald A.

Schindeler, Robert G . Cole, Jamie Slaughterbeck, and William Schutter as Lead Plaintiffs; (ii)

appointed The Rosen Law Firm P.A. as Lead Plaintiffs' Counsel; and (iii) appointed Wilson &

Coffey, LLP as Liaison Counsel.

WHEREAS, Defendants deny any wrongdoing whatsoever and this Stipulation

shall in no event be construed or deemed to be evidence of or an admission or concession on the

part of any Defendant with respect to any claim of any fault or liability or wrongdoing or damage

whatsoever, or any infirmity in the defenses that the Defendants have asserted. The Parties to

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Case 4 : 05-cv-00 1 52-F Document 66 Filed 11/27/2007 of 34

this Stipulation recognize, however, that the litigation has been filed by Lead Plaintiffs and

defended by the Defendants in good faith and with adequate basis in fact under Federal Rule of

Civil Procedure 11, that the litigation is being voluntarily settled after advice of counsel, and that

the terms of the settlement are fair, adequate and reasonable. This Stipulation shall not be

construed or deemed to be a concession by any Lead Plaintiff of any infirmity in the claims

asserted in the Action.

WHEREAS, Lead Plaintiffs ' Counsel have conducted an investigation and

discovery relating to the claims and the underlying events and transactions alleged in the

Complaint. Lead Plaintiffs' Counsel have analyzed the facts and the applicable law with respect

to the claims of Lead Plaintiffs and the Class against the Defendants and the potential defenses

thereto, which in Lead Plaintiffs' judgment has provided an adequate and satisfactory basis for

the evaluation of an agreement to settle, as described herein.

WHEREAS, Lead Plaintiffs, by their counsel, have engaged in extensive arm's-

length settlement negotiations with counsel for Defendants with respect to a compromise and

settlement of the Action with a view to settling the issues in dispute and achieving the best relief

possible consistent with the interests of the Class.

WHEREAS, based upon their investigation , Lead Plaintiffs ' Counsel have

concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to

Lead Plaintiffs and the Class, and in their best interests, and have agreed to settle the claims

raised in the Action pursuant to the terms and provisions of this Stipulation, after considering

(a) the substantial benefits that Lead Plaintiffs and the members of the Class will receive from

settlement of the Action, (b) the attendant risks of litigation, (c) the financial condition of the

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Defendants, and (d) the desirability of permitting the Settlement to be consummated as provided

by the terms of this Stipulation.

AND WHEREAS, the Parties agree for the limited purposes of this Stipulation

and settlement that this Action shall be certified for class treatment under Rule 23 of the Federal

Rules of Civil Procedure and that the stipulated settlement class consists of Class Members, as

defined below.

NOW THEREFORE, without any admission or concession on the part of Lead

Plaintiffs of any lack of merit of the Action whatsoever , and without any admission or

concession on the part of Defendants of any liability or wrongdoing or lack of merit in the

defenses whatsoever, it is hereby STIPULATED AND AGREED, by and among the Parties,

through their respective attorneys, subject to approval of the Court pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure, in consideration of the benefits flowing to the Parties hereto

from the Settlement, that all Settled Claims (as defined below) as against the Released Parties (as

defined below) shall be compromised, settled, released and dismissed with prejudice, upon and

subject to the following terms and conditions:

A. CERTAIN DEFINITIONS

As used in this Stipulation, the following terms have the meanings specified

below:

"Attorneys' Fees and Expenses" means the portion of the Gross

Settlement Fund approved by the Court for payment to Lead Plaintiffs' Counsel, including

attorneys' fees, costs, litigation expenses, fees and expenses of experts (excluding Notice and

Administration Expenses).

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2. "Authorized Claimant" means any Claimant (as defined below) whose

claim for recovery has been allowed pursuant to the terms of the Stipulation or by order of the

Court.

3. "Award to Lead Plaintiffs" means any award by the Court to Lead

Plaintiffs of reasonable costs and expenses (including lost wages) directly relating to the

representation of the Class pursuant to 15 U.S.C. § 78u-4(a)(4).

4. "Claimant" means any Class member who files a Proof of Claim (as

defined below) in such form and manner, and within such time, as set forth in this Stipulation, or

as the Court shall prescribe.

"Claims Administrator" means the accounting and claims administration

firm of Strategic Claims Services located in Media, Pennsylvania.

6. "Class" and "Class Members" mean, for purposes of this Settlement, all

persons who acquired any common stock of HydroFlo during the period from July 18, 2005

through and including October 26, 2005, and were damaged thereby. Excluded from the Class

are the Defendants and all current and former officers and directors of Defendants, and the

members of their immediate families and Defendants' legal representatives, heirs, predecessors,

successors and assigns and any entity in which any Defendant has or had a controlling interest or

is a parent or subsidiary of or is controlled by HydroFlo, and any persons who have separately

filed actions against one or more of the Defendants based in whole or in part on any claim arising

out of or relating to any of the acts, omissions, misrepresentations, facts, events, matters,

transactions or occurrences referred to in the Action or otherwise alleged, asserted or contended

in the Action. Also excluded from the Class are those persons who file valid and timely requests

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for exclusion in accordance with the Court's Order of Preliminary Approval of Settlement

concerning this Stipulation.

7. "Class Distribution Order" means the order entered by the Court, upon

application of Lead Plaintiffs' Counsel following the occurrence of the events identified in

paragraph D. 13 below, which authorizes the Claims Administrator to distribute the Net

Settlement Fund to the Class.

"Class Period" means the period from July 18, 2005 through and including

October 26, 2005.

9. "Court" means the United States District Court for the Eastern District of

North Carolina, Eastern Division.

10. "Defendants " means Dennis Mast ("Mast"), George A. Moore ("Moore"),

Shane Traveller ("Traveller"), Ross W. Smith ("Smith"), HydroFlo, Inc. ("HydroFlo"), and

Metals and Arsenic Removal Technology, Inc. ("MARTI")

11. "Defendants' Counsel" collectively means the law firm of Harris,

Winfield & Hodges LLP, counsel for defendants Mast, Moore, Smith, HydroFlo, and MARTI,

and the law firm of Hunton & Williams LLP, counsel for defendant Traveller,

12. "Effective Date" means the date on which the Court's Order and Final

Judgment, substantially in the form of Exhibit B hereto, becomes "Final", which shall be deemed

to be when either of the following has occurred: (a) if an appeal or review is not sought by any

person from the Order and Final Judgment, the day following the expiration of the time to appeal

or petition from the Order and Final Judgment; or (b) if an appeal or review is sought from the

Order and Final Judgment, the day after such Order and Final Judgment is affirmed or the appeal

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or review is dismissed or denied and such Order and Final Judgment is no longer subject to

further judicial review.

13. "Gross Settlement Fund" means the Settlement Amount plus all interest

earned thereon.

14. "Escrow Account" means the interest-bearing account to be established

and maintained at Sovereign Bank, Philadelphia, or any successor institution selected by the

Escrow Agent. The Escrow Account will be managed by the Escrow Agent (defined below).

15. "Escrow Agent' ' means Laurence Rosen, Esquire . The Escrow Agent

shall perform the duties as set forth in this Stipulation.

16. "Lead Plaintiffs" mean Ronald A. Schindeler, Robert G. Cole, Jamie

Slaughterbeck, and William Schutter, individually and as representatives of the members of the

Class.

17. "Lead Plaintiffs' Counsel" means The Rosen Law Firm PA.

18. "Liaison Counsel" means Wilson and Coffey, LLP.

19. "Net Settlement Fund" means the Gross Settlement Fund, less:

(i) Attorneys' Fees and Expenses; (ii) Notice and Administration Expenses; (iii) taxes;

(iv) awards to Lead Plaintiffs; and (v) other fees and expenses authorized by the Court.

20. "Notice and Administration Account" means the account to be established

from the Gross Settlement Fund and maintained by Lead Plaintiffs' Counsel. The Notice and

Administration Account may be drawn upon by Lead Plaintiffs' Counsel for Notice and

Administration expenses without further order of the Court.

21. "Notice and Administration Expense" means all expenses incurred

(whether or not paid) in connection with the preparation, printing, mailing, and publication of the

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Notice to the Class of the proposed settlement, and all expenses of Settlement administration;

provided, however, that none of these expenses shall be deemed to include Attorneys' Fees and

Expenses through the Effective Date. All such Notice and Administration Expenses shall be

paid from the Gross Settlement Fund.

22. "Order and Final Judgment" means the order and judgment entered by the

Court, including a Bar Order, approving the Settlement and dismissing the Litigation as against

all Defendants with prejudice and without costs to any party.

23. "Parties" means Lead Plaintiffs and Defendants.

24. "Person" means any individual, corporation, partnership, limited liability

partnership, limited partnership, professional corporation, association, affiliate, joint stock

company, trust, estate, unincorporated association, government or any political subdivision or

agency thereof, any other type of legal or political entity, any legal representative, and as

applicable their respective spouses, heirs, predecessors, successors, representatives, or assignees.

25. "Released Parties" means the Defendants, and any of their current, former

or future parents, subsidiaries, affiliates, partners, joint venturers, officers, directors, principals,

shareholders, members, agents (acting in their capacity as agents), employees, attorneys,

advisors, accountants, associates and any other individual or entity in which any Defendant has a

controlling interest or which is related to or affiliated with any of the Defendants or their current,

former and future legal representatives, heirs, successors in interest or assigns of the Defendants.

26. "Settled Claims" means any and all claims, debts, demands, liabilities,

rights and causes of action of every nature and description whatsoever (including but not limited

to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other

costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or

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common law or any other law, rule or regulation , whether fixed or contingent, accrued or

unacerued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class

or individual in nature, including both known claims and Unknown Claims (as defined below),

(i) that have been asserted in this Action by the Class Members or any of them against any of the

Released Parties, including without limitation any claim arising out of or relating to any of the

acts, omissions, misrepresentations, facts, events, matters, transactions or occurrences referred to

in the Action or otherwise alleged, asserted or contended in the Action; or (ii) that could have

been alleged, asserted or contended in this or any other forum by the Class Members or any of

them against any of the Released Parties which arise out of or are based upon the allegations,

transactions, facts, matters or occurrences, representations or omissions involved, set forth, or

referred to in the Complaint or which relate to the purchase of HydroFlo common stock during

the Class Period, including, without limitation, claims for fraud, negligent misrepresentation,

negligence, gross negligence , breach of duty of care, breach of duty of loyalty, breach of

fiduciary duty, or violations of any state or federal statutes or regulations. Settled Claims also

include any and all claims arising out of, relating to, or in connection with the Settlement or

resolution of the Action against the Released Parties (including Unknown Claims), except claims

to enforce any of the terms of this Stipulation.

27. "Settled Defendants ' Claims" means all claims , demands , rights, duties,

remedies, liabilities and causes of action of every nature and description whatsoever, whether

based on federal, state, local, statutory or common law or any other law, rule or regulation,

including both known and Unknown Claims, that have been or could have been asserted in the

Action by the Defendants or any of them or the successors and assigns of any of them against

any of Lead Plaintiffs, Class Members or their attorneys, which arise out of or relate in any way

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Case 4 : 05-cv-00152-F Document 66 Filed 11/27/2007 of 34

to the institution, prosecution, or Settlement of this Action or the Settled Claims, including but

not limited to all claims for malicious prosecution or sanctions, except claims to enforce any of

the terms of this Stipulation.

28. "Settlement" means the settlement contemplated by this Stipulation.

29. "Settlement Amount" means a fund in the amount of four hundred twenty

five thousand dollars ($425,000).

30. "Settlement Hearing" means the final hearing to be held by the Court to

determine (1) whether the proposed Settlement should be approved as fair, reasonable and

adequate; (2) whether all Settled Claims should be dismissed with prejudice; (3) whether an

order approving the Settlement should be entered thereon; (4) whether the allocation of the

Settlement Fund should be approved; and (5) an award of Attorneys' Fees and Expenses to Lead

Plaintiffs' Counsel and an Award to Lead Plaintiffs.

31. "Unknown Claims" means any Settled Claim which any Lead Plaintiff or

member of the Class does not know or suspect to exist in his, her or its favor at the time of the

release of the Released Parties , whether or nor concealed or hidden, which if known by him, her

or it, might have affected his, her or its decision with respect to the Settlement, including, but not

limited to, the decision not to object to the Settlement, and any Settled Defendants ' Claims

which any Defendant does not know or expect to exist in his, her or its favor, whether or not

concealed or hidden, which if known by him, her, or it might have affected his, her, or its

decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled

Defendants' Claims, the Parties stipulate and agree that upon the Effective Date, Lead Plaintiffs

and Defendants shall expressly, and each of the members of the Class shall be deemed to have,

and by operation of the Order and Final Judgment shall have, expressly waived any and all

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provisions, rights and benefits conferred by any law of any state or territory of the United States,

or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code §

1542 which provides: "A general release does not extend to claims which the creditor does not

know or suspect to exist in his or her favor at the time of executing the release, which if known

by him or her must have materially affected his or her settlement with the debtor." Lead

Plaintiffs and Defendants acknowledge, and the members of the Class by operation of the Order

and Final Judgment shall be deemed to have acknowledged, that the inclusion of "Unknown

Claims" in the definitions of "Settled Claims" and "Settled Defendants' Claims" was separately

bargained for and was a key element of the Settlement of which this release is a part.

B. SCOPE AND EFFECT OF SETTLEMENT

1. The obligations incurred pursuant to this Stipulation shall be in full and

final disposition of the Action and any and all Settled Claims as against all Released Parties and

any and all Settled Defendants' Claims as against Lead Plaintiffs, the Class Members, or their

attorneys.

2. Pursuant to the Order and Final Judgment, upon the Effective Date of this

Settlement, Lead Plaintiffs and each of the Class Members on behalf of themselves, their current

and former heirs, executors, administrators , successors , attorneys, and any person they represent,

shall, with respect to each and every Settled Claim, release and forever relinquish and discharge,

and shall forever be enjoined from prosecuting, all Settled Claims and any and all claims arising

out of, relating to, or in connection with the Settlement or resolution of the Action against the

Released Parties (including Unknown Claims) whether or not such Class Member executes and

delivers the Proof of Claim and Release, except claims to enforce any of the terms of this

Stipulation. Further, Lead Plaintiffs and all Class Members on behalf of themselves, their

current and former heirs, executors, administrators, successors, attorneys, and assigns, expressly

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covenant not to assert any claim or action against any of the Defendants derivatively on behalf of

HydroFlo that (i) arises out of or relates to any of the acts, omissions , misrepresentations , facts,

events, matters, transactions or occurrences referred to in the Action or otherwise alleged,

asserted or contended in the Action or (ii) that could have been alleged, asserted or contended in

this or any other any forum by the Class Members or any of them against any of the Released

Parties which arise out of, relate to, or are based upon the allegations, transactions, facts, matters

or occurrences, representations or omissions involved, set forth, or referred to in the Complaint,

and shall forever be enjoined from commencing, instituting or prosecuting any such claim.

3. The Proof of Claim and Release to be executed by the Class Members

shall release all Settled Claims against the Released Parties and shall be substantially in the form

and content contained in Exhibit A-2 to the [Proposed] Order of Preliminary Approval of

Settlement (Exhibit A hereto) (the "Order of Preliminary Approval").

4. Pursuant to the Order and Final Judgment, upon the Effective Date of this

Settlement, each of the Defendants, on behalf of themselves and the Released Parties, shall

release and forever discharge each and every of the Settled Defendants' Claims, and shall forever

be enjoined from prosecuting the Settled Defendants' Claims as against any of the Lead

Plaintiffs, Class Members, or their attorneys, including but not limited to claims for malicious

prosecution or sanctions.

C. THE SETTLEMENT CONSIDERATION

1. Subject to the terms of this Stipulation, Defendants shall pay the

Settlement Amount into the Escrow Account within ten (10) business days of the Court's entry

an Order preliminarily approving the Settlement.

2. The Gross Settlement Fund, net of any Taxes (as defined below) on the

income thereof and any Tax Expenses (as defined below), shall be used to pay the Notice and

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Administration Expenses as authorized by this Stipulation, and (i) the Attorneys' Fees and

Expenses, (ii) Awards to Lead Plaintiffs, and (iii ) other fees and expenses authorized by the

Court. The balance of the Gross Settlement Fund after the above payments shall be the Net

Settlement Fund which shall be distributed to the Authorized Claimants.

3. Any sums required to be held in escrow hereunder shall be held by Lead

Plaintiffs' Counsel as Escrow Agent for the benefit of Lead Plaintiffs and the Class until the

Effective Date of the Settlement. All funds held by the Escrow Agent shall be deemed to be in

custodia legis and shall remain subject to the jurisdiction of the Court until such time as the

funds shall be distributed or returned to Defendants pursuant to this Stipulation and/or further

order of the Court. The Escrow Agent shall not disburse the Gross Settlement Fund, or any

portion thereof, except as provided in this Stipulation, or upon Order of the Court.

4. The Escrow Agent shall invest any funds in excess of $150,000 in short

term United States Agency or Treasury Securities (or a mutual fund invested solely in such

instruments), and shall collect and reinvest all interest accrued thereon. Any funds held in

escrow in an amount of less than $150,000 may be held in a bank account insured to the extent

possible by the FDIC. Interest earned on the money deposited into the Escrow Account will be

part of the Gross Settlement Fund.

5. The Notice and Administration Expenses shall be paid from the Gross

Settlement Fund. In order to pay Notice and Administration Expenses, $75,000 shall be

withdrawn from the Gross Settlement Fund and deposited into a Notice and Administration

Account within five (5) business days after the Settlement Amount has been placed into the

Escrow Account as described in ¶ Cl. The Notice and Administration Account shall be

administered solely by Lead Plaintiffs' Counsel for Notice and Administration Expenses without

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further Court approval. The Notice and Administration Account shall be administrated solely by

Lead Plaintiffs' Counsel as Escrow Agent. Any taxes or other expenses incurred in connection

with the Notice and Administration Account shall be paid from the Notice and Administration

Account or from the remainder of the Gross Settlement Fund. Defendants will have no

obligation for payment of taxes or other expenses associated with the Notice and Administration

Account. Notice and Administration Expenses in excess of $75,000 shall not be paid out of the

Gross Settlement Fund until after the Effective Date. In no event shall Defendants be

responsible to pay more than the Settlement Amount.

6. Defendants' Counsel shall have access to all records of the Notice and

Administration Account and the Escrow Account, and upon request to the Escrow Agent, shall

receive copies of all records of disbursements, deposits and statements of accounts.

7. Defendants shall not be liable for the loss of any portion of the Settlement

Fund nor have any obligation for the payment of claims, taxes, legal fees or any other expenses

payable from the Settlement Fund.

D. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL

AWARDS AND DISTRIBUTION OF NET SETTLEMENT FUND

The Claims Administrator shall administer and calculate the claims that

shall be allowed and oversee distribution of the Net Settlement Fund, under the supervision of

Lead Plaintiffs' Counsel, and subject to appeal to, and jurisdiction of, the Court.

2. Except as otherwise provided below, on and after the Effective Date, the

Gross Settlement Fund shall be applied as follows:

a. To the extent not paid from the Notice and Administration

Account, to pay without prior order of the Court, the expenses incurred in connection with

providing notice to Class Members, administering and distributing the Net Settlement Fund to

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Class Members, processing Proofs of Claim, processing requests for exclusion, escrow fees and

costs, and any applicable taxes;

b. In addition to the attorneys' fees and expenses paid pursuant to

Section H.2 herein, to pay any additional Attorneys' Fees and Expenses as may be awarded to

Lead Plaintiffs' Counsel by the Court pursuant to Section H.l herein; and

Subject to the approval and further order(s) of the Court, the Net

Settlement Fund shall be allocated to Authorized Claimants as set forth in Section F below.

3. Each Class Member wishing to participate in the Settlement shall be

required to submit a Proof of Claim and Release (in substantially the form set forth in Exhibit A-

2 to Order of Preliminary Approval of Settlement, which inter alia releases all Settled Claims

against all Released Parties), signed under penalty of perjury by the beneficial owner(s) of the

securities that are the subject of the Proof of Claim and Release or by someone with documented

authority to sign for the beneficial owners and supported by such documents as specified in the

instructions accompanying the Proof of Claim and Release.

4. All Proofs of Claim must be postmarked or received within the time

prescribed in the Order of Preliminary Approval of Settlement unless otherwise ordered by the

Court. Any Class Member who fails to submit a properly completed Proof of Claim within such

period as shall be authorized by the Court shall be forever barred from receiving any payments

pursuant to this Stipulation or from the Net Settlement Fund (unless, by Order of the Court, a

later submitted Proof of Claim by such Class Member is approved), but will in all other respects

be subject to the provisions of this Stipulation and Order and Final Judgment, including, without

limitation, the release of the Settled Claims and dismissal of the Action. Provided that it is

received before the motion for the Class Distribution Order is filed, a Proof of Claim shall be

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deemed to have been submitted when posted, if received with a postmark indicated on the

envelope and if mailed by first-class mail and addressed in accordance with the instructions

thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when

actually received by the Claims Administrator.

5. Each Proof of Claim shall be submitted to the Claims Administrator who

shall determine, under the supervision of Lead Plaintiffs' Counsel, in accordance with this

Stipulation and any applicable orders of the Court, the extent, if any, to which each claim shall

be allowed, subject to appeal to the Court. Prior to disbursement of the Net Settlement Fund,

Defendants will receive a list of Proofs of Claim received by the Claims Administrator indicating

which Proofs of Claim have been allowed by the Claims Administrator.

6. Lead Plaintiffs' Counsel shall have the right, but not the obligation, to

waive what they deem to be formal or technical defects in any Proofs of Claim filed in the

interest of achieving substantial justice.

7. Proofs of Claim that do not meet the filing requirements may be rejected.

Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate with the

Claimant in order to remedy curable deficiencies in the Proof of Claim submitted. The Claims

Administrator, under the supervision of Lead Plaintiffs' Counsel, shall notify in a timely fashion

and in writing, all Claimants whose Proofs of Claim they propose to reject in whole or in part,

setting forth the reasons thereof, and shall indicate in such notice that the Claimant whose claims

are to be rejected has the right to review by the Court if the Claimant so desires and complies

with the requirement of subparagraph (8) below.

If any Claimant whose claim has been rejected in whole or in part desires

to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of

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Case 4:05-cv-00152-F Document 66 Filed 11/27/2007 of 34

the notice required by subparagraph (7) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the Claimant's ground for contesting the rejection along with any

supporting documentation, and requesting a review thereof by the Court. If a dispute concerning

a claim cannot be otherwise resolved, Lead Plaintiffs' Counsel shall thereafter present the

request for review to the Court.

9. The administrative determination of the Claims Administrator accepting

and rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for

approval by the Court in the Class Distribution Order.

10. Each Claimant shall be deemed to have submitted to the jurisdiction of the

Court with respect to the Claimant's claim, and the claim will be subject to investigation and

discovery under the Federal Rules of Civil Procedure, provided that such investigation and

discovery shall be limited to that Claimant's status as a Class Member and the validity and

amount of the Claimant's claim. No discovery shall be allowed on the merits of the Action or

Settlement in connection with processing of the Proofs of Claim.

11. Payment pursuant to this Stipulation shall be deemed final and conclusive

against all Class Members. All Class Members whose claims are not approved by the Court

shall be barred from participating in distributions from the Net Settlement Fund, but are

otherwise bound by all of the terms of the Order and Final Judgment to be entered in the Action

and the releases provided for herein, and will be barred from bringing any action against the

Released Parties concerning the Settled Claims.

12. All proceedings with respect to the administration, processing and

determination of claims described by this paragraph of this Stipulation and the determination of

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all controversies relating thereto, including disputed questions of law and fact with respect to the

validity of claims, shall be subject to the jurisdiction of the Court.

13. The Net Settlement Fund shall be distributed to Authorized Claimants by

the Claims Administrator upon application to the Court by Lead Plaintiffs' Counsel for a Class

Distribution Order only after the Effective Date and after: (i) all claims have been processed, and

all Claimants whose claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance;

(ii) all objections with respect to all rejected or disallowed claims have been resolved by the

Court, and all appeals therefrom have been resolved or the time therefor has expired; and (iii) all

matters with respect to Attorneys' Fees and Expenses, costs and disbursements have been

resolved by the Court, and all appeals therefrom have been resolved or the time therefor has

expired; and (iv) all costs of administration have been paid.

14. If any funds remain in the Net Settlement Fund by reason of uncashed

checks or otherwise, then, after the Claims Administrator has made reasonable and diligent

efforts to have Class Members who are entitled to participate in the distribution of the Net

Settlement Fund cash their distribution checks, any balance remaining in the Net Settlement

Fund one (1) year after the initial distribution of such funds shall be re-distributed, after payment

of any unpaid costs or fees incurred in administering the Net Settlement Fund for such re-

distribution, to Class Members who have cashed their checks and who would receive at least

$10.00 from such re-distribution. If after six months after such re-distribution any funds shall

remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-

for-profit, 501(c)(3) organization(s) approved by the Court upon motion by Lead Plaintiffs'

Counsel.

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E. TAX TREATMENT

The Parties agree to treat the Gross Settlement Fund as being at all times a

qualified settlement fund within the meaning of Treasury Regulation § 1.468B-1 and Section

468B of the Internal Revenue Code, as amended, for the taxable years of the Gross Settlement

Fund, beginning with the date it is created . In addition, the Escrow Agent shall timely make

such elections as necessary or advisable to carry out the provisions of this paragraph, including

the "relations-back election" (as defined in Treas. Reg. § 1.468B-1(j)(2)) back to the earliest

permitted date. Such elections shall be made in compliance with the procedures and

requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to

timely and properly prepare, and deliver the necessary documentation for signature by all

necessary parties, and thereafter to cause the appropriate filing to occur.

2. For purposes of Section 468B of the Internal Revenue Code, as amended,

and the regulations promulgated thereunder, the "administrator" shall be the Escrow Agent. The

Escrow Agent shall timely and properly file all tax returns necessary or advisable with respect to

the Gross Settlement Fund, and make all required tax payments, including deposits of estimated

tax payments in accordance with Treas. Reg. § 1.468B-2(k). Such returns (as well as the election

described in paragraph E. 1. hereof) shall be consistent with this paragraph and reflect that all

taxes (including any interest or penalties) on the income earned by the Gross Settlement Fund

shall be paid out of the Gross Settlement Fund as provided in paragraph E.3. hereof.

3. All (i) taxes (including any interest or penalties) arising with respect to the

income earned by the Gross Settlement Fund, including any taxes or tax detriments that may be

imposed upon Defendants with respect to any income earned by the Gross Settlement Fund for

any period during which the Gross Settlement Fund does not qualify as a qualified settlement

fund for Federal or state income tax purposes ("Taxes"); and (ii) expenses and costs incurred in

-19-


connection with the operation and implementation of this paragraph (including without

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and

expenses relating to filing (or failing to file) the returns described in this paragraph) ("Tax

Expenses"), shall be paid out of the Gross Settlement Fund; in all events the Released Parties

shall have no liability for Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be

treated as, and considered to be, a cost of administration of the Settlement and shall be timely

paid by the Escrow Agent out of the Gross Settlement Fund without prior order from the Court.

The Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to

withhold from distribution to members of the Class any funds necessary to pay such amounts

including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any

amounts that may be required to be withheld under Treas. Reg. § 1468B-2(l)(2)); the Released

Parties are not responsible and shall have no liability therefor. The Parties hereto agree to

cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the

extent reasonably necessary to carry out the provisions of this paragraph.

F. ALLOCATION OF NET SETTLEMENT FUND

1. The Net Settlement Fund shall be allocated among the Authorized

Claimants in accordance with the "Plan of Allocation" set forth in Notice of Pendency and

Settlement of Class Action (attached hereto as Exhibit A-1). The amount so allocated to each

Authorized Claimant constitutes and is referred to herein as the Authorized Claimant's

"Recognized Claim." The Plan of Allocation is based upon Lead Plaintiffs' Counsel's

assessment of the merits and the relative strengths and weaknesses, including recoverable

damages, of the claims of the members of the Class.

-20-


2. Nothing in this Plan of Allocation shall constitute or be deemed an

admission by any of the Defendants that there is liability or damage of any kind or that the dollar

amounts set forth in this Plan of Allocation reflect actual or potential damages to the Class.

3. Payment in the manner set forth above shall be deemed conclusive

compliance with this Stipulation against all Authorized Claimants. All Class Members who fail

to submit valid and timely Proofs of Claim shall be barred from participating in the distribution

of the Net Settlement Fund but otherwise shall be bound by all of the terms of this Stipulation,

including the terms of any Order and Final Judgment entered and the releases given.

4. The Released Parties shall have no responsibility for and no obligations or

liabilities of any kind whatsoever in connection with the determination, administration,

calculation or payment of claims to members of the Class.

5. The Defendants shall have no involvement in the solicitation of, or review

of Proofs of Claim, or involvement in the administration process itself, which will be conducted

by the Claims Administrator in accordance with this Stipulation and the Order and Final

Judgment to be entered by the Court.

6. No Authorized Claimant shall have any claim against Lead Plaintiffs'

Counsel, Defendants, Defendants' Counsel, or the Claims Administrator based on, or in any way

relating to the distributions from the Net Settlement Fund that have been made substantially in

accordance with this Stipulation and any applicable orders of the Court.

7. Any change in the allocation of the Net Settlement Fund ordered by the

Court shall not affect the validity or finality of this Settlement.

-21-


G. OBLIGATIONS OF AND LIMITATIONS OF LIABILITYOF ESCROW AGENT

The Escrow Agent shall not be responsible for the payment of any sums due to

Authorized Claimants or other Persons except to the extent of maintaining account of and

appropriately paying sums as required by this Stipulation , but only to the limited extent that such

sums have been delivered into the Escrow Account or Notice and Administration Account as

required by this Stipulation. The Escrow Agent shall be liable only for acts of gross negligence

or willful misconduct. The assumption of duties as Escrow Agent shall not preclude Lead

Plaintiffs' Counsel from continuing to represent, as the case may be, Lead Plaintiffs or Class

Members.

H. LEAD PLAINTIFFS' COUNSELS' REQUEST FOR AN AWARD

OF ATTORNEYS' FEES AND EXPENSES

1. Lead Plaintiffs' Counsel intend to submit an application to the Court, on

notice to Defendants' Counsel, for the payment of Attorneys' Fees and Expenses, including

(i) an award of attorneys' fees up to 33.3% of the Settlement Amount; and (ii) reimbursement of

litigation costs and expenses, plus interest, including fees and expenses of experts, incurred in

connection with the prosecution of the Action and Awards to Lead Plaintiffs. All such amounts

shall be paid from the Gross Settlement Fund. Lead Plaintiffs' Counsel reserve the right to make

an additional application or applications for payment from the Gross Settlement Fund for fees

and expenses incurred after the Settlement Hearing. Defendants take no position, and will not

oppose any application concerning Lead Plaintiffs' Counsel's request or award of attorneys' fees

and reimbursement of expenses, or Awards to Lead Plaintiffs (reimbursement of time and

expenses to the Lead Plaintiffs) to the extent those requests do not exceed 42% of the Settlement

Amount. In no event shall Defendants be responsible to pay more than the Settlement Amount.

-22-


2. Such Attorneys' Fees and Expenses and Awards to Lead Plaintiffs as are

awarded by the Court shall be paid from the Gross Settlement Fund to Lead Plaintiffs' Counsel

within ten (10) business days after the Effective Date.

3. Lead Plaintiffs' Counsel shall allocate the Attorneys' Fees and Expenses

award among all Plaintiffs' Counsel in a fashion which, in the opinion and sole discretion of

Lead Plaintiffs' Counsel fairly compensates Plaintiffs' Counsel for their respective contributions

to the prosecution of the Action.

4. It is agreed that the procedure for and the allowance or disallowance by

the Court of any applications by Lead Plaintiffs' Counsel for Attorneys' Fees and Expenses,

including fees for experts and consultants to be paid out of the Gross Settlement Fund, and any

order or proceeding relating thereto are not part of the Settlement set forth in the Stipulation, and

are to be considered by the Court separately from the Court's consideration of the fairness,

reasonableness, and adequacy of the Settlement set forth in the Stipulation, and any order or

proceeding relating to the fee and expense application, or any appeal from any order relating

thereto or reversal or modification thereof shall not operate to terminate or cancel this Stipulation

or affect its finality.

I. THE PRELIMINARY APPROVAL ORDER

As soon as practicable , Lead Plaintiffs and Defendants shall move the Court for

entry of the Order of Preliminary Approval of Settlement, substantially in the form of Exhibit A

hereto, providing for, among other things, preliminary approval of the Settlement and notice to

the Class of the Settlement Hearing. The Order of Preliminary Approval of Settlement (Exhibit

A hereto) to be submitted to the Court shall contain exhibits substantially in the form set forth in

(i) the Notice of Pendency and Settlement of Class Action (the "Notice") (Exhibit A-I hereto);

(ii) the Summary Notice of Pendency and Settlement of Class Action ("Summary Notice")

-23-


(Exhibit A-3 hereto); and (iii) the Proof of Claim and Release (Exhibit A-2 hereto). Defendants

are not liable or responsible for the method of, or representations made in, the Notice or

Summary Notice.

J. ORDER AND FINAL JUDGMENT TO BE ENTERED BY THE

COURT APPROVING THE SETTLEMENT

The Parties shall seek to have the Court enter an Order and Final Judgment

substantially in the form of Exhibit B hereto.

K. CONDITIONS OF SETTLEMENT

The Effective Date of the Settlement shall be conditioned upon the

occurrence of all of the following events:

a. The Court shall enter the Order of Preliminary Approval of

Settlement in all material respects, as required by paragraph I., above;

b. The Defendants have not exercised their right to terminate the

Settlement pursuant to paragraph K.3 below;

The Court shall enter the Order and Final Judgment in all material

respects, as required by paragraph J., above;

d. An Effective Date as defined in paragraph A. 12 hereof shall have

occurred; and

Defendants shall have paid the Settlement Amount, as set forth in

paragraph C., above.

2. Upon occurrence of all of the events referenced in paragraph K. 1. above,

each of the Lead Plaintiffs shall have and each and all of the members of the Class shall hereby

be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally,

and forever, released, settled and discharged , in accordance with the terms of paragraph B.,

-24-


above, the Released Parties from and with respect to the Settled Claims, whether or not such

members of the Class execute and deliver a Proof of Claim.

If prior to the Settlement Hearing, Persons who otherwise would be

Members of the Class have filed with the Court valid and timely requests for exclusion

("Requests for Exclusion") from the Class in accordance with the provisions of the Order of

Preliminary Approval of Settlement and the notice given pursuant thereto, and such Persons in

the aggregate purchased common stock during the Class Period in an amount greater than the

amounts specified in a separate Supplemental Agreement between the parties (the "Supplemental

Agreement"), Defendants, in their sole and absolute discretion, shall have the option to terminate

this Stipulation in accordance with the procedures set forth in the Supplemental Agreement. The

Supplemental Agreement will not be filed with the Court unless and until a dispute among the

parties concerning its interpretation or application arises. Copies of all Requests for Exclusion

received, together with copies of all written revocations of Requests for Exclusion, shall be

delivered to Counsel for Defendants no later than fourteen (14) days prior to the Settlement

Hearing. The required procedure for and consequences of making such an election are as

follows:

a. Such option to withdraw shall be exercised by serving written

notice, signed by Defendants' Counsel upon Lead Plaintiffs' Counsel, but not less than five (5)

business days before the Settlement Hearing;

b. If Defendants exercise their option to withdraw from the

Settlement as provided herein, this Stipulation will be null and void, and the provisions of

paragraph L. hereof will apply.

-25-


4. Upon the occurrence of all of the events referenced in paragraph K. 1.

above, the obligation of the Escrow Agent to return funds from the Gross Settlement Fund to

Defendants pursuant to paragraph L.2. hereof shall be absolutely and forever extinguished.

5. If all of the conditions specified in paragraph K.1 are not met, then the

Stipulation shall be canceled and terminated subject to paragraph L. below.

L. EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION

Defendants' Counsel or Lead Plaintiffs' Counsel shall have the right to

terminate the Settlement and this Stipulation by providing written notice of their election to do so

("Termination Notice") to all other parties hereto within thirty (30) days of:

a. the Court's declining to enter the Order of Preliminary Approval of

Settlement in any material respect;

b. the Court's refusal to approve this Stipulation or any material part

of it; provided however that the allowance or disallowance by the Court of any applications by

Lead Plaintiffs' Counsel for Attorneys' Fees and Expenses, including fees for experts and

consultants to be paid out of the Gross Settlement Fund, shall not be material;

the Court' s declining to enter the Order and Final Judgment in all

material respects as required by paragraph J. above;

d. the date upon which the Order and Final Judgment is modified or

reversed in any material respect by the Court of Appeals or the Supreme Court; or

e. in the event that the Court enters an order and final judgment in a

form other than that provided above (an "Alternative Judgment") and none of the Parties hereto

elect to terminate this Settlement, the date that such Alternative Judgment is modified or

reversed in any material respect by the Court of Appeals or the Supreme Court.

-26-


Neither a modification nor a reversal on appeal of any award of fees, costs and expenses by the

Court to any of Lead Plaintiffs' counsel shall be deemed a material modification of the Order and

Final Judgment or this Stipulation.

2. If either: (a) the Effective Date does not occur, or (b) this Stipulation is

canceled or terminated pursuant to its terms, or (c) the Settlement does not become Final for any

reason, then the Gross Settlement Fund, less amounts reasonably expended for notice to the

Class, shall be refunded to Defendants by the Escrow Agent within ten (10) business days of

such cancellation or termination. Such refund shall be returned as directed by Defendants.

3. If the Effective Date does not occur, or if this Stipulation is disapproved,

canceled or terminated pursuant to its terms, and at the request of counsel for Defendants, the

Escrow Agent or his, her, or its designee shall apply for any tax refund owed to the Gross

Settlement Fund and pay the proceeds, after deduction of any fees and expenses incurred in

connection with such application(s) for refund payable to Defendants in the order as stated

above.

4. If the Effective Date does not occur, or if this Stipulation is disapproved,

canceled or terminated pursuant to its terms, all of the Parties to this Stipulation shall be deemed

to have reverted to their respective status prior to the execution of this Stipulation, and they shall

proceed in all respects as if this Stipulation had not been executed and the related orders had not

been entered, preserving in that event all of their respective claims and defenses in the Action,

and shall revert to their respective positions in the Action.

5. No order of the Court or modification or reversal of any order of the Court

concerning the Plan of Allocation or the amount of any attorneys' fees, costs, and expenses

awarded by the Court shall constitute grounds for cancellation or termination of the Stipulation.

-27-


M. MISCELLANEOUS PROVISIONS

The Parties hereto: (a) acknowledge that it is their intent to consummate

the Settlement contemplated by this Stipulation; and (b) agree to cooperate to the extent

necessary to effectuate and implement all terms and conditions of this Stipulation, and (c) agree

to exercise their best efforts and to act in good faith to accomplish the foregoing terms and

conditions of the Stipulation.

2. All of the exhibits attached hereto are hereby incorporated by reference as

though fully set forth herein.

3. This Stipulation may be amended or modified only by a written instrument

signed by counsel for all Parties to this Stipulation or their successors-in-interest.

4. This Stipulation and the exhibits attached hereto constitute the entire

agreement among the Parties hereto and no representations, warranties or inducements have been

made to any party concerning this Stipulation or its exhibits other than the representations,

warranties and covenants contained and memorialized in such documents.

Except as otherwise provided herein, each party shall bear its own costs.

Lead Plaintiffs' Counsel's Attorneys' Fees and Expenses, subject to Court approval, shall be

paid only out of the Gross Settlement Fund and the Defendants shall not have any obligation

with respect to the payment of said Fees and Expenses.

6. Lead Plaintiffs' Counsel, on behalf of the Class, are expressly authorized

to take all appropriate action required or permitted to be taken by the Class pursuant to this

Stipulation to effectuate its terms and are also expressly authorized to enter into any

modifications or amendments to this Stipulation on behalf of the Class.

7. Counsel for the Parties represent that they are authorized to sign this

Stipulation on behalf of their respective clients.

-28-


This Stipulation may be executed in one or more original , photocopied or

facsimile counterparts. All executed counterparts and each of them shall be deemed to be one

and the same instrument. Counsel for the Parties to this Stipulation shall exchange among

themselves original signed counterparts and a complete set of original executed counterparts

shall be filed with the Court.

9. This Stipulation shall be binding upon, and inure to the benefit of, the

successors, assigns , executors, administrators, heirs and legal representatives of the Parties

hereto. No assignment shall relieve any party hereto of obligations hereunder.

10. All terms of this Stipulation and all exhibits hereto shall be governed and

interpreted according to the laws of the State of North Carolina without regard to its rules of

conflicts of law, except to the extent that federal law requires that federal law governs, and in

accordance with the laws of the United States.

11. Defendants and Lead Plaintiffs on behalf of themselves and each member

of the Class hereby irrevocably submit to the jurisdiction of the Court for any suit, action,

proceeding or dispute arising out of or relating to this Stipulation or the applicability of this

Stipulation. The administration and consummation of the Settlement as embodied in this

Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for the

purpose of entering orders providing for awards of attorneys' fees and expenses to Lead

Plaintiffs' Counsel, Awards to Lead Plaintiffs and enforcing the terms of this Stipulation.

12. None of the Parties hereto shall be considered to be the drafter of this

Stipulation or any provision hereof for purposes of any statute, case law or rule of interpretation

or construction that would or might cause any provision to be construed against the drafter

hereof. Because of the arm's-length negotiations that preceded the execution of this Stipulation,

-29-


all Parties hereto have contributed substantially and materially to the preparation of this

Stipulation.

13. Neither this Stipulation, nor the fact of the Settlement are an admission or

concession by any Defendant of any liability or wrongdoing whatsoever. This Stipulation is not

a finding of the validity or invalidity of any claims in the Action or of any wrongdoing by any of

the Defendants named therein. Neither this Stipulation, nor the fact of settlement, nor the

settlement proceedings, nor the settlement negotiations, nor any related documents, shall be used

or construed as an admission of any fault, liability or wrongdoing by any person. Neither this

Stipulation, nor the fact of settlement, nor the settlement proceedings, nor the settlement

negotiations, nor any related documents shall be offered or received in evidence as an admission,

concession, presumption or inference against any party in any proceeding other than such

proceedings as may be necessary to consummate or enforce this Stipulation.

14. The Parties to this Stipulation intend the Settlement to be a final and

complete resolution of all disputes asserted or which could be asserted by the Class Members

against the Released Parties with respect to the Settled Claims. Accordingly, Lead Plaintiffs and

the Defendants agree not to assert in any forum that the litigation was brought by Lead Plaintiffs

or defended by Defendants in bad faith or without a reasonable basis. The Parties hereto shall

assert no claims of any violation of Rule 1 i of the Federal Rules of Civil Procedure relating to

the prosecution, defense, or settlement of the Action. The Parties agree that the amount paid and

the other terms of the Settlement were negotiated at arm's-length in good faith by the Parties,

and reflect a settlement that was reached voluntarily after consultation with experienced legal

counsel.

-30-


15. The headings in this Stipulation are used for purposes of convenience and

ease of reference only and are not meant to have any legal effect, nor are they intended to

influence the construction of this Stipulation in any way.

16. The waiver of one party of any breach of this Stipulation by any other

party shall not be deemed a waiver of any other breach of this Stipulation. The provisions of this

Stipulation may not be waived except by a writing signed by the affected party, or counsel for

that party.

* * * REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

-31-


IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound

hereby, We caused this Stipulation to be executed, by their duly authorized attorneys, as ofthe

day and year f above written.

Dated: jZ /rn007

TBE ROSEN LAWFIRM PA

Laurence Rosen, Esq.Phii3ip Kin4 Esq.350 Fifth Avenue, Suite 5505New York, NY 101 19

• and

WILSON & COFFEY, LLPI

Kevin : dge, Esq.110 Oakwood Drive, Suite 400Winstou-Salem, North Carona 27103

On behalf of Lead Piabdi f£s and the. Class

, ...

HARMS, WRqMLD & HODGES, LU

al S. Harris Esq

255t rough SU=tate 260Ralezg, North Carolina 27603

On behalf of Defendants Dennis Mast,George A. Moore, I ydrroFlo, inc., andMelds and Arsenic Removal Technology,Inc.

ETON& WILLIAMS, LLP

L. Neal Ellis, Jr.One Bank ofAmerica Plaza, Suite 1400421 Fayetteville Street1a.Ieigh, North Carolina. 27601

On behajfofiefcndant Shane Traveller

-2-


IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound

hereby, have caused this Stipulation to be executed, by their duly authorized attorneys, as of the

day and year first above written.

Dated : '2007

THE ROSEN LAW FIRM PA

Laurence Rosen, Esq.Phillip Kim, Esq.350 Fifth Avenue, Suite 5508New York, NY 10118

HARRIS, WINFIELD & HODGES, LLP

Donald J. Harris, Esq.255 Hillsborough StreetSuite 260Raleigh, North Carolina 27603

and

WILSON & COFFEY, LLP

On behalf of Defendants Dennis Mast,

George A. Moore, HydroFlo, Inc., and

Metals and Arsenic Removal Technology,

Inc.

HUNTON & WILLIAMS, LLP

-A 71"^ U44.1Kevin B. Cartledge, Esq.110 Oakwood Drive, Suite 400

Winston-Salem, North Carolina 27103

L. Neal Ellis, Jr.One Bank of America Plaza, Suite 1400

421 Fayetteville StreetRaleigh, North Carolina 27601

On behalf of Lead Plaintiffs and the Class On behalf of Defendant Shane Traveller

-32-


CERTIFICATE OF SERVICE

I, Kevin B. Cartledge, hereby certify that on this date I electronically filed the foregoing

STIPULATION AND AGREEMENT OF SETTLEMENT with the Clerk of Court using the

CM/ECF system which will send notification of such filing to the following:

[email protected] s@harriswinfield. comcynthia.oneal@,tprr.com

This the 27th day of November, 2007.

Is! Kevin B. CartledgeKevin B . CartledgeAttorney for Plaintiffs

OF COUNSEL:

WILSON & COFFEY, L.L.P.110 Oakwood Drive , Suite 400Winston-Salem, NC 27103Tele: (336) 631-8866Fax: (336) 631-9770

THE ROSEN LAW FIRM, P.A.Laurence Rosen, Esq.350 Fifth Avenue, Suite 5508New York, NY 10118Tele: (212) 686-1060Fax: (212) 202-3827

I

Case 4:05-cv-00152-F Document 66-2 Filed 11/27/2007 Page 1 of 11

UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF NORTH CAROLINA

EASTERN DIVISIONCASE NO. 4:05-CV-00152-F(3)

RUSSELL TODD HUTTENSTINE, RONALDA. SCHINDELER, ROBERT G. COLE, JAMIESLAUGHTERBECK, THOMAS FORTANIER,and WILLIAM SCHUTTER, on behalf tothemselves and all other similarly situated,

Plaintiffs,EXHIBIT A

v.

DENNIS MAST, GEORGE A. MOORE, : CLASS ACTIONSHANE TRAVELLER, ROSS W. SMITH,HYDROFLO, INC., and METALS ANDARSENIC REMOVAL TECHNOLOGY, INC.,

Defendants.

[PROPOSED] ORDER OF PRELIMINARY APPROVAL OF SETTLEMENT

WHEREAS, a consolidated action is pending before the Court entitled

Huttenstine v. Mast, No. 4:05-CV-00152-F(3) (the "Action ); and

WHEREAS, the Parties having made application, pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure, for an order preliminarily approving the Settlement of this

Action in accordance with the Stipulation and Agreement of Settlement, dated November 17,

2007 (the "Stipulation ) which together with the exhibits annexed thereto, set forth the terms and

conditions for a proposed Settlement of the Action and for dismissal of the Action with prejudice

upon the terms and conditions set forth therein ; and the Court having read and considered the

Stipulation and the exhibits annexed thereto;

IT IS HEREBY ORDERED:


1. The terms defined in the Stipulation are incorporated herein.

2. The Settlement of the Action, as set forth in the Stipulation, is

preliminarily approved as fair, reasonable and adequate.

3. Pursuant to the Stipulation, the Court preliminarily finds that this Action

meets the class certification requirements of Rule 23 of the Federal Rules of Civil Procedure and

that the Class consists of: "all persons who acquired any common stock of HydroFlo, Inc.

("HydroFlo ) during the period from July 18, 2005, through and including October 26, 2005, and

were damaged thereby. Excluded from the Class are the Defendants and all current and former

officers and directors of Defendants, and the members of their immediate families and

Defendants' legal representatives, heirs, predecessors, successors and assigns and any entity in

which any Defendant has or had a controlling interest or is a parent or subsidiary of or is

controlled by HydroFlo, and any persons who have separately filed actions against one or more

of the Defendants based in whole or in part on any claim arising out of or relating to any of the


in the Action or otherwise alleged, asserted or contended in the Action. Also excluded from the

Class are those persons who file valid and timely requests for exclusion in accordance with this

Order.

4. In preliminarily certifying this Class for the purposes of settlement, the

Court preliminarily appoints each of the Lead Plaintiffs as class representatives , and the Court

preliminarily concludes that : (a) the requirements of Fed. R. Civ. P. Rules 23(a) and 23(b)(3) are

satisfied; (b) the Class is so numerous that joinder of all members is impractical; (c) there are

questions of law and fact common to all members of the Class; (d) the claims of the Lead

Plaintiffs are typical of the claims of the members of the Class; (e) Lead Plaintiffs will fairly and

-2-


adequately protect the interests of the members of the Class; (f) Plaintiffs' Lead Counsel are

qualified to represent the Class; (g) common questions of law and/or fact predominate over any

such questions that may affect Class members individually; and (h) a class action is superior to

all other available methods for the fair and efficient adjudication of this Action.

5. A Hearing shall be held before this Court on , 2008, at

in Courtroom , of the United States Courthouse, Eastern District of North

Carolina, Eastern Division, 201 South Evans Street, Greenville, NC 27858, to determine: (i)

whether the Court should finally certify this action as class action for the purposes of settlement;

(ii) whether the proposed Settlement of the Action on the terms and conditions provided for in

the Stipulation is fair , reasonable , and adequate and should be approved by the Court; (iii)

whether a Judgment as provided in the Stipulation should be entered herein; (iv) whether the

Plan of Allocation of the Net Settlement Fund as set forth in the Stipulation should be approved;

and (v) whether the motion of Lead Plaintiffs' Counsel for the payment of Attorneys' Fees and

Expenses and an Award to Lead Plaintiffs is reasonable and should be approved. The Court may

adjourn the Hearing and later reconvene it without further notice to the members of the Class.

6. The Court approves , as to form and content, the Notice of Pendency and

Settlement of Class Action (the "Notice ), the Summary Notice of Pendency and Settlement of

Class Action ("Summary Notice ), and the Proof of Claim and Release form (the "Proof of

Claim ), annexed as Exhibits A-1, A-3, and A-2, hereto, and finds that the publication , mailing

and distribution of the Notice and Summary Notice substantially in the manner and form set

forth in this Order meets the requirements of Rule 23 of the Federal Rules of Civil Procedure,

Section 21(D)(a)(7) of the Exchange Act, 15 U.S.C. § 78u-4(1)(7) as amended by the Private

Securities Litigation Reform Act of 1995, and due process , and is the best notice practicable

-3-

Case 4 : 05-cv-00152-F Document 66-2 Filed 11/27/2007 Page 4 of 11

under the circumstances and shall constitute due and sufficient notice to all persons entitled

thereto. Lead Plaintiffs' Counsel are authorized to issue such Notices and Proof of Claim, in

substantially their present form, to those members of the Class who can be identified through

reasonable effort.

7. Lead Plaintiffs' Counsel are hereby authorized to retain the firm of

Strategic Claims Services (the "Claims Administrator ) to supervise and administer the notice

procedure as well as processing claims as more fully set forth below:

(a) Not later than fourteen (14) days from the date hereof, Lead

Plaintiffs' Counsel shall cause a copy of the Notice and Proof of Claim, substantially in the form

of Exhibits A-1 and A-2 annexed hereto , to be mailed by first-class mail to all Class members

reasonably identified by the transfer records for HydroFlo common stock ("HydroFlo Stock ) at

the Class members' addresses listed on such transfer records (obtained in accordance with

paragraph 8 below) . The date of such initial mailing shall be referred to as the "Notice Date ;

(b) Not later than fourteen ( 14) business days after the Notice Date,

Lead Plaintiffs' Counsel shall cause a Summary Notice, substantially in the form annexed as

Exhibit A-3 hereto, to be published once in Investor 's Business Daily, and shall cause a copy of

the Summary Notice to be published electronically on either the PR Newswire or Business Wire;

(c) Lead Plaintiffs' Counsel shall also cause copies of the Notice and

Proof of Claim to be mailed as soon as practicable to persons who indicate, in response to the

Summary Notice or otherwise, that they acquired HydroFlo Stock during the Class Period;

(d) The Claims Administrator, under direction of Lead Plaintiffs'

Counsel, shall use its best reasonable efforts to obtain from all banks, brokerage firms or other

nominees (the "Nominees ) shown by the transfer records of HydroFlo to have held HydroFlo

-4-


Stock during the Class Period, the names and addresses of their customers for whom they held

such HydroFlo Stock as nominee and who acquired during the Class Period, and to cause a copy

of the Notice, together with a copy of the Proof of Claim, to be promptly mailed by first-class

mail to each such customer whose name and address is provided by any Nominee. Alternatively,

such Nominees may at their own election make such mailing themselves;

(e) At or prior to the Hearing provided for in numbered paragraph 5 of

this Order, Lead Plaintiffs' Counsel shall serve on Defendants' Counsel and file with the Court

proof, by affidavit or declaration under penalty of perjury, of such publication and mailing.

8. All reasonable costs incurred in identifying and notifying members of the

Class as well as administering the Settlement, shall be paid from the Gross Settlement Fund as

set forth in the Stipulation.

9. All members of the Class shall be bound by all determinations and

judgments in the Action concerning the Settlement, whether favorable or unfavorable.

10. Members of the Class who wish to participate in the Net Settlement Fund

shall complete and submit Proofs of Claim in accordance with the instructions contained therein.

All Proofs of Claim must be postmarked or received no later than ninety (90) days from the

Notice Date.

11. For purposes of facilitating the processing of claims, Lead Plaintiffs'

Counsel and/or the Claims Administrator shall lease and maintain a numbered post office box.

All Notices to Class members and other communications regarding the proposed Settlement of

these actions shall designate the post office box as the return address. Lead Plaintiffs' Counsel

and/or the Claims Administrator shall be responsible for preserving, for a period of two years

from the date of distribution of the proceeds of the Net Settlement Fund, all Proofs of Claim and

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any and all other written communications from Class members or any other person in response to

the Notice. Lead Plaintiffs' Counsel and/or the Claims Administrator shall be responsible for

responding to inquiries mailed to said post office box, but copies of all written answers to such

inquiries shall be maintained and made available for inspection by all counsel in this Action.

12. All members of the Class shall have the option to be excluded from the

Class and thereby elect not to participate in the Net Settlement Fund. Such exclusions shall be

exercisable by mailing a timely and valid request for exclusion, postmarked no later than forty-

five (45) days following the Notice Date, and mailed by first-class mail to the Claims

Administrator pursuant to the instructions set forth in the Notice. All persons who timely file

valid requests for exclusion from the Class shall not be Class members and shall have no rights

with respect to the Settlement and have no interest in the Gross or Net Settlement Fund. Any

member of the Class not submitting a valid and timely request for exclusion shall remain a

member of the Class.

13. Lead Plaintiffs' Counsel shall promptly provide Defendants' Counsel with

a copy of all communications and documentation relating to members of the Class who request

exclusion therefrom.

14. Any member of the Class may enter an appearance in the Action, at his or

her or its own expense, individually or through counsel of his, her or its choice. If any member

of the Class does not enter an appearance, he, she or it will be represented by Lead Plaintiffs'

Counsel.

15. Pending final determination of whether the Settlement should be

approved, neither the Class Representatives nor any member of the Class, either directly,

representatively, or in any other capacity, shall commence, maintain, or prosecute against any of

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the Released Parties any action or proceeding in any court or tribunal asserting any of the Settled

Claims.

16. Pending final determination of whether the Settlement should be

approved, all discovery and all proceedings in the Action are stayed, except for the proceedings

relating to the Settlement.

17. Any member of the Class who has not requested exclusion may appear

with or without counsel, and show cause, if he, she or it has any, why the proposed Settlement of

the Action should not be approved as fair, reasonable and adequate, or why a Judgment should

not be entered thereon, or why Attorneys' Fees and Expenses should not be awarded to Lead

Plaintiffs' Counsel in the amount requested, why an award to Lead Plaintiffs should not be made

or why the Plan of Allocation of the Net Settlement Fund should not be approved; provided,

however, that no Class member or any other Person shall be heard or entitled to contest the

approval of the terms and condition of the proposed Settlement, or, if approved, the Judgment

and order thereon unless: (i) that Person has filed (delivered by hand or sent by first class mail)

written objections of any papers and briefs, with the Clerk of the United States District Court for

the Eastern District of North Carolina, Eastern Division, United States Courthouse, 201 South

Evans Street , Greenville , NC 27858, no later than forty-five (45) days following the Notice Date;

and (ii) has served copies of such papers, no later than forty-five (45) days, by hand or first-class

mail upon:

Laurence Rosen, Esq.Phillip Kim, Esq.

THE ROSEN LAW FIRM PA350 Fifth Avenue, Suite 5508

New York, NY 10118

Lead Counsel for Plaintiffs

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Kevin Cartledge, Esq.WILSON & COFFEY, LLP

110 Oakwood Drive , Suite 400Winston-Salem, NC 27103

Liaison Counsel for Plaintiffs

Donald J. Harris, Esq.HARRIS, WINFIELD & HODGES, LLP

255 Hillsborough StreetSuite 260

Raleigh, NC 27603

L. Neal Ellis, Jr.HUNTON & WILLIAMS LLPOne Bank of America Plaza

421 Fayetteville StreetSuite 1400

Raleigh, NC 27601

Attorneys for Defendants

Any objection must contain a written notice of the grounds for opposing the Settlement, Plan or

Allocation, Attorneys' Fees and Expenses, Awards to Lead Plaintiffs', and any other element of

the Settlement. Such objections must demonstrate the objecting Person's membership in the

Class by including: (a) the objecting Person's name, address and telephone number; (b) proof of

the number of shares of HydroFlo Stock acquired and sold during the Class Period by the

objecting Person; and (c) a statement of the reasons for objection. Any member of the Class who

does not make his, her or its objection in the manner provided shall be deemed to have waived

such objection and shall forever be foreclosed from making any objection to the fairness or

adequacy of the proposed Settlement as incorporated in the Stipulation or any Judgment that may

be entered, to the award of Attorneys' Fees and Expenses to Lead Plaintiffs' Counsel, the award

to Lead Plaintiffs, and to the Plan of Allocation.

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18. Any response to any objection(s) to the proposed Settlement or the motion

for Attorneys' Fees and Expenses shall be filed no later twenty-one (21) days before the Hearing.

19. Upon the Effective Date, Lead Plaintiffs and each of the Class Members,

on behalf themselves and each of their predecessors, successors, parents, subsidiaries, affiliates,

custodians, agents, assigns, representatives, heirs, executors, trustees, administrators and any

other person or entity having any legal or beneficial interest in HydroFlo Stock acquired by any

member of the Class during the Class Period, whether or not they file a Proof of Claim within the

time provided for, and whether or not they participate in the Net Settlement Fund, shall be

deemed conclusively to have fully, finally, unconditionally and forever released, settled and

discharged the Released Parties, from and with respect to the Settled Claims and any and all

claims arising out of, relating to, or in connection with the Settlement or resolution of the Action

against the Released Parties (including Unknown Claims), and shall be forever barred and

enjoined from commencing, instituting, or prosecuting the Settled Claims or any action or other

proceeding, including any derivative action that (i) arises out of or relates to any of the acts,

omissions, misrepresentations, facts, events, matters, transactions or occurrences referred to in

the Action or otherwise alleged, asserted or contended in the Action or (ii) could have been

alleged, asserted or contended in any forum by the Class Members or any of them against any of

the Released Parties which arise out of, relate to, or are based upon the allegations, transactions,

facts, matters or occurrences, representations or omissions involved, set forth, or referred to in

the Complaint, against any of the Released Parties with respect to, based on, or arising from the

Settled Claims, except claims to enforce any of the terms of this Stipulation.

20. All funds held by the Escrow Agent shall be deemed and considered to be

in custodia legis of the Court in accordance with the Stipulation, and shall remain subject to the

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Case 4 : 05-cv-00152 -F Document 66-2 Filed 11/27/2007 Page 10 of 11

jurisdiction of the Court until such time as such funds shall be distributed pursuant to the

Stipulation , Plan of Allocation and/or further order(s) of the Court.

21. The payment of the Gross Settlement Fund to the Escrow Agent in

accordance with the terms and obligations of the Stipulation is approved.

22. Neither the Defendants nor any of the Released Parties nor their respective

counsel shall have any responsibility for, interest in, or liability with respect to, the investment or

distribution of the Settlement Fund, the Plan of Allocation, the determination, administration, or

calculation of claims, any motion for reimbursement of attorneys' fees or reimbursement of

expenses submitted by Lead Plaintiffs' Counsel, or the payment, or withholding of taxes, or any

losses incurred in connection therewith, and such matters will be considered separately from the

fairness , reasonableness and adequacy of the Settlement.

23. Neither the Stipulation, nor any of its terms or provisions, nor any

negotiations or proceedings connected with it, shall be construed as an admission or concession

by any of the Defendants of the truth of any of the allegations in the Action, or of any liability,

fault or wrongdoing of any kind. If the Settlement is disapproved, cancelled or terminated in

accordance with the terms of the Stipulation, the Stipulation shall have no force or effect except

as provided in Paragraph K therein and all negotiations, proceedings and statements made in

connection therewith shall be without prejudice to the right of any persons, and the Parties to the

Action shall be restored to their prior respective positions.

24. All papers in support of the Settlement, and any motion for Attorneys'

Fees and Expenses and an award to Lead Plaintiffs shall be filed with the Court and served

twenty-one (21) days prior to the Hearing.

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25. At or after the Hearing, the Court will determine whether the motion of

Lead Plaintiffs' Counsel for an award of Attorneys' Fees and Expenses should be approved.

26. The Court reserves the right to adjourn the date of the Hearing and any

adjournment thereof without further notice to members of the Class, and retains jurisdiction to

consider all further applications arising out of or connected with the proposed Settlement.

27. Only Class members shall have any rights with respect to approval of or

objection to the Settlement, the Plan of Allocation or the motion of Lead Plaintiffs' Counsel for

the payment of Attorneys' Fees and Expenses and an award to Lead Plaintiffs.

IT IS SO ORDERED, this day of 1200.

_HON.JAMES C. FOX

UNITED STATES DISTRICT JUDGE

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Plaintiffs,EXHIBIT A-1

v.

DENNIS MAST, GEORGE A. MOORE, : CLASS ACTIONSHANE TRAVELLER, ROSS W. SMITH,HYDROFLO, INC., and METALS ANDARSENIC REMOVAL TECHNOLOGY, INC.,

Defendants.

NOTICE OF PENDENCY AND SETTLEMENT OF CLASS ACTION

If you acquired common stock of HydroFlo, Inc.during the period from July 18, 2005 through andincluding October 26, 2005, you could get apayment from a class action settlement.

Afederal court authorized this notice. This is not a solicitation from a lawyer.

• The settlement will provide $425,000 in cash, plus interest, to pay claims from investorswho acquired common stock of HydroFlo, Inc. ("HydroFlo Stock ) during the periodfrom July 18, 2005 through and including October 26, 2005. The Settlement representsan average recovery of $.0425 per share of common stock (for the 10 million outstandingshares that were available for purchase by Class Members). These averages are estimatesand are before deduction of any Court-approved fees and expenses. See Question 8below for a more detailed explanation.

• Attorneys for the Lead Plaintiffs intend to ask the Court to award them fees up to 33.3%of the settlement amount, and reimbursement of litigation expenses not to exceed$35,000, and an award to each of the four Lead Plaintiffs not to exceed $1,000 per


person. Collectively, the fees and expenses are estimated to average 1.80 per share ofcommon stock. If approved by the Court, these amounts will be paid from the GrossSettlement Fund. Therefore, the approximate recovery, after deduction of attorneys feesand expenses approved by the Court, is an average of 2.50 per share of common stock.These are estimates. Your actual recovery, if any, may vary depending on your purchaseprice and sale price and the number of Proof of Claim forms that are filed. See Question8 below for a more detailed explanation.

The Settlement resolves a lawsuit concerning whether HydroFlo, four of its principalofficers and directors, and a subsidiary misled investors about certain contracts it hadentered into with customers. Defendants deny the allegations in the lawsuit, and denyany wrongdoing. The parties disagree on the liability and damage issues. See Question 4below for a more detailed explanation.

Your legal rights are affected whether you act or don't act. Read this notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM The only way to get a payment.

EXCLUDE YOURSELF Get no payment. This is the only option that allows you to ever bepart of any other lawsuit against Defendants about the legal claimsin this case.

OBJECT Write to the Court about why you don't like the settlement.

GO TO A HEARING Ask to speak in Court about the fairness of the settlement.

DO NOTHING Get no payment. Give up rights.

LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

These rights and options-and the deadlines to exercise them-are explained in thisnotice.

The Court in charge of this case still has to decide whether to approve the Settlement.Payments will be made if the Court approves the Settlement and after appeals areresolved and claims are processed. Please be patient.

Further information regarding this Settlement may be obtained by contacting Plaintiffs'Lead Counsel: Laurence Rosen, Esq. or Phillip Kim, Esq., The Rosen Law Firm PA, 3505th Avenue, Suite 5508, New York, NY 10018.


WHAT THIS NOTICE CONTAINS

Page

BASIC INFORMATION ................................................................................................................ 1

1. Why did you get this Notice package? ................................................................. .. 12. What is this lawsuit about? ................................................................................... .. 13. Why is this a class action? .................................................................................... .. 24. Why is there a settlement? .................................................................................... .. 2

WHO IS IN THE SETTLEMENT ................................................................................................ .. 3

5. How do I know if I am part of the settlement? ..................................................... .. 36. Are there exceptions to being included? ............................................................... .. 37. I'm still not sure if I am included.......................................................................... .. 4

THE SETTLEMENT BENEFITS - WHAT YOU GET .............................................................. .. 4

8. What does the settlement provide? ....................................................................... .. 4

HOW YOU GET A PAYMENT-SUBMITTING A CLAIM FORM........................................ .. 5

9. How can I get a payment? ..................................................................................... .. 510. When would I receive my payment? .................................................................... .. 511. What am I giving up to get a payment or stay in the Class? ................................. .. 5

EXCLUDING YOURSELF FROM THE SETTLEMENT .......................................................... .. 7

12. How do I get out of the settlement? ...................................................................... .. 713. If I do not exclude myself, can I sue Defendants for the same thing later? .......... .. 814. If I exclude myself, can I receive money from this settlement? ........................... .. 815. Do I have a lawyer in this case? ............................................................................ .. 816. How will the lawyers be paid? .............................................................................. .. 8

OBJECTING TO THE SETTLEMENT ....................................................................................... .. 8

17. How do I tell the Court that I do not like the settlement? ..................................... .. 918. What is the difference between objecting and requesting exclusion? .................. .. 9

THE COURT'S FAIRNESS HEARING ...................................................................................... .. 9

19. When and where will the Court decide whether to approve the settlement?........ .. 920. Do I have to come to the hearing? ........................................................................ 1021. May I speak at the hearing? .................................................................................. 10

IF YOU DO NOTHING ............................................................................................................... 10

22. What happens if I do nothing at all? ..................................................................... 10

GETTING MORE INFORMATION............................................................................................ 10

23. How do I obtain more information about the Settlement? .................................... 10


UNDERSTANDING YOUR PAYMENT - THE PLAN OF ALLOCATION ........................

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES ....................

10

11


BASIC INFORMATION

1. Why did you get this Notice package?

You or someone in your family may have acquired the common stock of HydroFlo, Inc.("HydroFlo Stock ) during the period from July 18, 2005 through and including October26, 2005.

The Court in charge of the case is the United States District Court for the Eastern Districtof North Carolina, Eastern Division and the case is known as Huttenstine v. Mast, et al. ,No. 4:05-CV-00152-F(3) (E.D.N.C.) (the "Action ). U.S. District Judge James C. Fox isin charge of this class action. The people who sued are called Plaintiffs, and thecompanies and individuals they sued HydroFlo, Inc., Metals and Arsenic RemovalTechnology, Inc., Dennis Mast, George A. Moore, Shane Traveller, and Ross W. Smith

are called Defendants.

The Court sent you this notice because you have a right to know about a proposedSettlement of this class action lawsuit, and about all of your options, before the Courtdecides whether to approve the Settlement. If the Court approves the Settlement, andresolves any objections to the Settlement submitted by Class members, as explainedbelow, or appeals, then an administrator appointed by the Court will process the claimsreceived and distribute the payments to class members with valid claims. You can trackthe progress of the settlement by visiting: http://www.rosenlegal.com.

This package explains the lawsuit, the Settlement, your legal rights, the benefits that areavailable, who is eligible for them, and how to obtain them.

2. What is this lawsuit about?

The lawsuit alleges that HydroFlo, its subsidiary Metals and Arsenic RemovalTechnology, and four of its officers and directors misled investors about the nature of: (1)certain agreements the Company had entered into with certain customers for the sale ofwater pitchers; (2) a stock analyst report that was represented as being independent, whenit was not; (3) the Company's involvement with the Hurricane Katrina efforts; and (4)certain wastewater treatment requests from authorities in North Carolina.

The lawsuit alleges that HydroFlo materially misled investors about certain salescontracts its Metals and Arsenic Removal Technology subsidiary had entered into withcertain customers in China. Specifically, Plaintiffs allege that the Company failed todisclose that the sales contracts were merely consignment agreements that did notobligate the Company's customers to purchase any fixed dollar amount of the Company'sproducts. The lawsuit also asserts that the Company had improperly touted a stockanalyst report as being independent, when in fact the Company had paid for the report tobe created and issued. Moreover, the lawsuit alleges that the Company materiallymischaracterized its involvement in the Hurricane Katrina relief effort to falsely implythat the Company had reached agreements with various governmental agencies forlucrative governmental initiatives announced at that time. Lastly, the lawsuit asserts thatthe Company falsely announced a request that it had received to start water treatment


3.

4.

services for certain North Carolina communities, when in fact no such requests had beenissued.

The lawsuit claims that these alleged omissions and misrepresentations were violations of§ 10(b) and §20(a) of the Securities Exchange Act of 1934. Defendants steadfastly denythe allegations in the lawsuit and have vigorously defended the claims.

Why is this a class action?

In a class action, one or more persons and/or entities called Class Representatives sue onbehalf of all persons and/or entities who have similar claims. All of these persons and/orentities are referred to as a Class, or individually, as Class members. One court resolvesall of the issues for all Class members, except for those Class members who excludethemselves from the Class.

Why is there a Settlement?

The Court did not decide in favor of Plaintiffs or Defendants. Instead, Plaintiffs andDefendants have agreed to settle the lawsuit. Plaintiffs have agreed to settle the lawsuitbased on the facts they have discovered during the litigation, the risks that will beinvolved in seeking to take this case to trial, and their conclusions that the proposedSettlement is fair, reasonable and adequate, and serves the best interests of the litigationand Class members. Counsel for Plaintiffs have determined that by settling, they avoidthe cost and risks of a trial, while at the same time providing substantial compensation tothe Class. The Class Representatives and the Counsel for the Class believe that theSettlement is best for all Class members.

Lead Plaintiffs and Defendants do not agree regarding the merits of Plaintiffs' allegationswith respect to liability or the average amount of damages per share that would berecoverable if Lead Plaintiffs were to prevail on each claim asserted. The issues onwhich the parties disagree include: (1) whether Defendants made any false andmisleading statements; (2) whether the statements made were false, material or otherwiseactionable under the federal securities laws; (3) whether Defendants made the statementswith the requisite knowledge; (4) the appropriate economic model for determining theamount by which HydroFlo Stock was allegedly artificially inflated (if at all) during theClass Period; (5) the extent to which the various matters that Lead Plaintiffs alleged werematerially false or misleading (if at all), influenced and artificially inflated (if at all) thetrading price of HydroFlo Stock at various times during the Class Period; (6) the extent towhich external factors, such as general market conditions, influenced the trading price ofHydroFlo at various times during the Class Period; and (7) whether HydroFlo's Stocktraded in an efficient market.

While Plaintiffs' Counsel were prepared to go to trial, and were confident in the merits oftheir case, they recognize that litigation and a trial are risky propositions and thatPlaintiffs and the Class may not have prevailed on any or all of their claims. In addition,Plaintiffs' Counsel believe that this Settlement provides a substantial cash recovery to theClass, and believe that they may not have obtained a greater recovery even if they had

-2-


gone to trial. Throughout the Settlement negotiations, Defendants continued to denyliability, contended that Plaintiffs and the Class were not damaged, asserting instead thatthe decline in the price of HydroFlo Stock was attributable to other factors. This disputeregarding damages would be subject to expert testimony, and therefore, it would beimpossible to predict with certainty which side's arguments would find favor with thejury. As a result, in a trial, Plaintiffs could have recovered nothing or substantially lessthan the amount of the Settlement. Even assuming that Plaintiffs could have won at trial,any verdict would inevitably be the subject of appeal, and the Class' recovery would haveremained uncertain and been further delayed. In this case, even if Plaintiffs had won averdict greater than the Settlement at trial, and that verdict had withstood Defendants'challenge on appeal, Plaintiffs may not have been able to collect the judgment as theDefendants have limited financial resources and no applicable insurance coverage.

WHO IS IN THE SETTLEMENT

To see if you will get money from this Settlement, you first have to determine whether you are aClass member.

5. How do I know if I am part of the Settlement?

Judge Fox decided that everyone who fits the following description is a Class member:

all persons who acquired any common stock of HydroFlo during the period fromJuly 18, 2005 through and including October 26, 2005.

6. Are there exceptions to being included?

You are not a Class member if you are: a Defendant, a current or former officer ordirector of a Defendant, a member of a Defendant's immediate family, a Defendants'legal representative, heir, predecessor, successor or assign, or any entity in which anyDefendant has or had a controlling interest, or of which any Defendant is a parent orsubsidiary, or is controlled by HydroFlo, or any person who has separately filed actionsagainst one or more of the Defendants based in whole or in part on any claim arising outof or relating to any of the acts, omissions, misrepresentations, facts, events, matters,transactions or occurrences referred to in the Action or otherwise alleged, asserted orcontended in the Action. Also, if you exclude yourself from the Class, as describedbelow, you are not a part of the Class.

If one of your mutual funds owns HydroFlo Stock, that alone does not make you aClass Member. You are a Class Member only if you purchased HydroFlo Stock.Contact your broker to see if you own or held HydroFlo Stock.

To be a Class member, you must have acquired HydroFlo Stock during the Class Period.

-3-


7. I'm still not sure if I am included.

If you are still not sure whether you are included in the Class, you can ask for free helpby calling Strategic Claims Services at (866) 274-4004 for more information. Or you canfill out and return the claim form attached to this Notice to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU GET

8. What does the Settlement provide?

On November 17, 2007, the parties in the lawsuit arrived at a proposed Settlement of thelawsuit and signed a Stipulation and Agreement of Settlement. The parties' agreement,by itself, is not sufficient for the Settlement to be official - the proposed Settlementrequires the Judge's approval. The terms of the proposed Settlement are summarizedbelow, and the full Settlement terms are contained in a Stipulation and Agreement ofSettlement ("Stipulation ) dated November 17, 2007. You can obtain a copy of theStipulation by writing to Plaintiffs' Lead Counsel: Laurence Rosen, Esq., Phillip Kim,Esq., The Rosen Law Firm PA, 350 5th Avenue, Suite 5508, New York, NY 10018 or byemail at [email protected] or pkim@rosenleate.

a. What is the Settlement Fund?

The proposed Settlement calls for Defendants to create a Settlement Fund in the amountof $425,000 in cash. This $425,000 has been deposited into an interest-bearing account,the "Gross Settlement Fund. It is estimated approximately 10 million outstandingshares of HydroFlo common stock were issued and outstanding during the Class Period,and were available for purchase by Class Members, as some outstanding shares wereowned or controlled by Defendants. Thus, Class Counsel estimate that the $425,000recovery represents an average recovery of 4.250 per share of common stock, as someoutstanding shares were owned by Defendants. This average recovery is only an estimateand can vary as explained below.

Subject to the Court's approval, a portion of the Gross Settlement Fund also will be usedto pay Plaintiffs' attorneys' fees and reasonable litigation expenses and awards to LeadPlaintiffs. See Question 16 below for a more detailed explanation. A portion of theGross Settlement Fund will also be used to pay taxes due on interest earned by the GrossSettlement Fund if necessary, and any notice and claims administration expensespermitted by the Court or the Stipulation. After the foregoing deductions from the GrossSettlement Fund have been made, the amount remaining (the "Net Settlement Fund ) willbe distributed to Class Members who submit valid claims.

b. What can you expect to receive under the proposed Settlement?

Your share of the Net Settlement Fund will depend on: (1) the number of claims filed;(2) when during the Class Period you purchased your HydroFlo Stock; (3) whether yousold your HydroFlo Stock during the Class Period, or held your HydroFlo Stock past theend of the Class Period; (4) the amount of administrative costs, including the costs of

-4-


notice; and (5) the amount awarded by the Court for attorneys' fees, costs and expensesand awards to the Lead Plaintiffs.

By following the Plan of Allocation at the end of this notice, you can calculate your"Recognized Claim. The Claims Administrator will distribute the Net Settlement Fund,according to the Plan of Allocation, after the deadline for submission of Proof of Claimand Release forms has passed and all claims have been processed.

HOW YOU GET A PAYMENT-SUBMITTING A CLAIM FORM

9. How can I get a payment?

To qualify for payment, you must send in a Proof of Claim and Release form. This claimform is attached to this Notice. You may also obtain a claim form on the Internet athttp://www.rosenleate. Read the instructions carefully, fill out the form, sign it in thelocations indicated, include all the documents the form asks for, and mail the claim formand documentation postmarked no later than , 200_ to:

Claims AdministratorHydroFlo, Inc. Securities Litigation

c/o Strategic Claims ServicesPO Box 230

Media, PA 19063

10.

11.

The Claims Administrator will process your claim and advise you if you are an"Authorized Claimant - meaning that your claim satisfies the requirements approved bythe Court.

When would I receive my payment?

The Court will hold a hearing on -, 2008, to decide whether to approve theSettlement. Even if Judge Fox approves the Settlement, there may be appeals that woulddelay the implementation of the Settlement. It is always uncertain whether these appealscan be resolved, and resolving them can take time, perhaps more than a year. After theapproval, and the resolution of any appeals, the Claims Administrator must process all ofthe claim forms. Everyone who sends in a claim form will be informed of the approval ordisapproval of their claim. Please be patient. You can also track the progress of thesettlement by visiting: bnp://www.rosenlegal.com .

What am I giving up to get a payment or stay in the Class?

Unless you exclude yourself, you will remain in the Class. That means that if theSettlement is approved, you and all Class members will release (i.e. can't sue, continue tosue, or be part of any other lawsuit) all "Settled Claims against Defendants and the"Released Parties. It also means that all of the Court's orders will apply to you andlegally bind you. Please see the definitions of all of the terms that are in quotationsbelow. If you sign the claim form, you are agreeing to a "Release of Claims, attached to

-5-


the claim form, which describes exactly the legal claims that you give up if you receiveSettlement benefits.

"Released Parties means the Defendants, and any of their current, former or futureparents, subsidiaries, affiliates, partners, joint venturers, officers, directors, principals,shareholders, members, agents (acting in their capacity as agents), employees, attorneys,advisors, accountants, associates and any other individual or entity in which anyDefendant has a controlling interest or that is related to or affiliated with any of theDefendants or their current, former and future legal representatives, heirs, successors ininterest or assigns of the Defendants

"Settled Claims means any and all claims, debts, demands, liabilities, rights and causesof action of every nature and description whatsoever (including, but not limited to, anyclaims for damages, interest, attorneys' fees, expert or consulting fees, and any othercosts, expenses or liability whatsoever), whether based on federal, state, local, statutoryor common law or any other law, rule or regulation, whether fixed or contingent, accruedor unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured,whether class or individual in nature, including both known claims and Unknown Claims(as defined below) (i) that have been asserted in this Action by the Class Members or anyof them against any of the Released Parties, including without limitation any claimarising out of or relating to any of the acts, omissions, misrepresentations, facts, events,matters, transactions or occurrences referred to in the Action or otherwise alleged,asserted or contended in the Action; or (ii) that could have been alleged, asserted orcontended in this or any other forum by the Class Members or any of them against any ofthe Released Parties which arise out of or are based upon the allegations, transactions,facts, matters or occurrences, representations or omissions involved, set forth, or referredto in the Complaint or which relate to the purchase of HydroFlo common stock during theClass Period, including, without limitation, claims for fraud, negligent misrepresentation,negligence, gross negligence, breach of duty of care, breach of duty of loyalty, breach offiduciary duty, or violations of any state or federal statutes or regulations. Settled Claimsalso include any and all claims arising out of, relating to, or in connection with theSettlement or resolution of the Action against the Released Parties (including UnknownClaims), except claims to enforce any of the terms of the Stipulation.

"Unknown Claims means any Settled Claim which any Lead Plaintiff or member of theClass does not know or suspect to exist in his, her or its favor at the time of the release ofthe Released Parties, whether or nor concealed or hidden, which if known by him, her orit, might have affected his, her or its decision with respect to the Settlement, including,but not limited to, the decision not to object to the Settlement, and any SettledDefendants' Claims which any Defendant does not know or expect to exist in his, her orits favor, whether or not concealed or hidden, which if known by him, her, or it mighthave affected his, her, or its decision(s) with respect to the Settlement. With respect toany and all Settled Claims and Settled Defendants' Claims, the Parties stipulate and agreethat upon the Effective Date, Lead Plaintiffs and Defendants shall expressly, and each ofthe members of the Class shall be deemed to have, and by operation of the Order andFinal Judgment shall have, expressly waived any and all provisions, rights and benefitsconferred by any law of any state or territory of the United States, or principle of

-6-


common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542 whichprovides: "A general release does not extend to claims which the creditor does not knowor suspect to exist in his or her favor at the time of executing the release, which if knownby him or her must have materially affected his or her settlement with the debtor. LeadPlaintiffs and Defendants acknowledge, and the members of the Class by operation of theOrder and Final Judgment shall be deemed to have acknowledged, that the inclusion of"Unknown Claims in the definitions of "Settled Claims and "Settled Defendants'Claims (defined below) was separately bargained for and was a key element of theSettlement of which this release is a part.

"Settled Defendants' Claims means all claims, demands, rights, duties, remedies,liabilities and causes of action of every nature and description whatsoever, whether basedon federal, state, local, statutory or common law or any other law, rule or regulation,including both known and Unknown Claims, that have been or could have been assertedin the Action by the Defendants or any of them or the successors and assigns of any ofthem against any of Lead Plaintiffs, Class Members or their attorneys, which arise out ofor relate in any way to the institution, prosecution, or Settlement of this Action or theSettled Claims, including but not limited to all claims for malicious prosecution orsanctions, except claims to enforce any of the terms of the Stipulation.

EXCLUDING YOURSELF FROM THE SETTLEMENT

12.

If you do not want to receive a payment from this Settlement, and you want to keep theright to sue or continue to sue Defendants on your own about the legal issues in this case,then you must take steps to get out of the Settlement. This is called excluding yourself-or is sometimes referred to as opting out of the Class.

How do I get out of the Settlement?

To exclude yourself from the settlement, you must send a letter by mail stating that youwant to be excluded as a Class member from Huttenstine v. Mast et al. , No. 4:05-CV-00152-F(3) (E.D.N.C.). Be sure to include your name, address, telephone number, andyour signature, along with your purchases and sales in HydroFlo Stock in order toindicate your membership in the Class. You must mail your exclusion requestpostmarked no later than , 200_ to:

Claims AdministratorHydroFlo, Inc. Securities Litigationc/o Strategic Claims Services

PO Box 230Media, PA 19063

-7-


13.

14.

You can't exclude yourself on the phone or by e-mail. If you ask to be excluded, youwill not receive a Settlement payment, and you cannot object to the Settlement. You willnot be legally bound by anything that happens in this lawsuit.

If I do not exclude myself, can I sue Defendants for the same thing later?

No. Unless you exclude yourself, you give up any right to sue Defendants for the claimsthat this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in thatcase immediately. You may have to exclude yourself from this Class to continue yourown lawsuit.

If I exclude myself, can I receive money from this Settlement?

No. If you exclude yourself, do not send in a claim form to ask for any money.

THE LAWYERS REPRESENTING YOU

15.

16.

Do I have a lawyer in this case?

The Court appointed the law firms of The Rosen Law Firm PA and Wilson & Coffey,LLP, to represent you and the other Class Members. These lawyers are called Plaintiffs'Counsel or Class Counsel. You will not be charged for these lawyers. If you want to berepresented by your own lawyer, you may hire one at your own expense.

How will the lawyers be paid?

Plaintiffs' Counsel have expended considerable time litigating this Action on acontingent fee basis, and have advanced the expenses of litigation with the expectationthat if they were successful in recovering money for the Class, they would receive feesand be reimbursed for their expenses from the Gross Settlement Fund, as is customary inthis type of litigation. Therefore, Plaintiffs' Counsel will file a motion asking the Courtat the Fairness Hearing (see Question 19 below) to make an award of attorneys' fees in anamount not to exceed 33.3% of the Gross Settlement Fund and for reimbursement oflitigation expenses in an amount not to exceed $35,000. The requested fees and expensesare estimated to be an average of 1.80 per share of common stock. (These averages areestimates based on approximately 10 million shares of HydroFlo common stock thatwere available for purchase during the Class Period.) The Court may award less thanthese amounts. Any amounts awarded by the Court will come out of the GrossSettlement Fund.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement, any part of theSettlement, or the motion for attorneys fees and award to Lead Plaintiffs.

-8-


17. How do I tell the Court that I do not like the Settlement?

If you are a Class member, you can object to the settlement if you do not like any part ofit. You can state why you think the Court should not approve it. The Court will consideryour views. To object, you must send a letter stating that you object to the Settlement inHuttenstine v. Mast et al. , No. 4:05-CV-00152-F(3) (E.D.N.C.). Be sure to include yourname, address, telephone number, your signature, your purchases and sales of HydroFloStock in order to indicate your membership in the Class and all of the reasons for yourobjection to the settlement. Be sure to mail the objection to the five different placesstated below, postmarked no later than 1200.

_COURTCLASS COUNSEL DEFENSE COUNSEL

Clerk of the Court Laurence Rosen, Esq. Donald Harris, Esq.United States District Court Phillip Kim, Esq. Harris, Winfield &Eastern District of North The Rosen Law Firm PA Hodges, LLPCarolina-Eastern Division 350 Fifth Avenue, Suite 5508 255 Hillsborough Street201 South Evans Street New York, NY 10118 Suite 260Greenville, NC 27858-1137 Raleigh, NC 27603

andand

Kevin Cartledge, Esq.Wilson & Coffey, LLP L. Neal Ellis, Jr.110 Oakwood Drive, Suite 400 Hunton & Williams LLPWinston-Salem, NC 27103 On Bank of America Plaza

421 Fayetteville StreetSuite 1400Raleigh, NC 27601

18. What is the difference between objecting and requesting exclusion?

Objecting is simply telling the Court that you do not like something about the Settlement.You can object only if you stay in the Class. Excluding yourself is telling the Court thatyou do not want to be part of the Class. If you exclude yourself, you have no basis toobject because the case no longer affects you.

THE COURT'S FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You mayattend and you may ask to speak.

19. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing at _.m. on , 2008, at the UnitedStates District Court for the Eastern District of North Carolina, Eastern Division, 201South Evans Street, Courtroom , Greenville, NC 27858. At this hearing the Courtwill consider whether the Settlement is fair, reasonable, and adequate. If there are

-9-


20.

21.

objections, the Court will consider them. Judge Fox will listen to people who have askedto speak at the hearing. The Court may also decide how much to pay Plaintiffs' Counselfor attorneys' fees and expenses and how much to award Lead Plaintiffs. After thehearing, the Court will decide whether to approve the Settlement. We do not know howlong these decisions will take.

Do I have to come to the hearing?

No. Class Counsel will answer any questions Judge Fox may have. But, you arewelcome to come at your own expense. If you send an objection, you do not have tocome to Court to talk about it. As long as you mailed your written objection on time, theCourt will consider it. You may also pay your own lawyer to attend, but it is notnecessary.

May I speak at the hearing?

You may ask the Court for permission to speak at the Fairness Hearing. To do so, youshould send a letter saying that it is your "Notice of Intention to Appear in Huttenstine v.Mast et al. , No. 4:05-CV-00152-F(3) (E.D.N.C.). Be sure to include your name,address, telephone number, and your signature. Your Notice of Intention to Appear mustbe postmarked no later than , 2008, and be sent to the Clerk of the Court,Class Counsel, and Defense Counsel, at the five addresses listed in Question 17.

IF YOU DO NOTHING

22. What happens if I do nothing at all?

If you do nothing, you will not receive any money from this Settlement. But, unless youexclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or bepart of any other lawsuit against Defendants about the legal issues in this case, everagain.

GETTING MORE INFORMATION

23. How do I obtain more information about the Settlement?

You can: (1) call (866) 274-4004; (2) write to the Claims Administrator, at StrategicClaims Services, PO Box 230, Media, PA 19063, or (3) visit the website atwww.rosenlegal.com, where you will find answers to common questions about thesettlement, a claim form, plus other information to help you determine whether you are aClass Member and whether you are eligible for a payment.

UNDERSTANDING YOUR PAYMENT - THE PLAN OF ALLOCATION

The Net Settlement Fund will be allocated among the Authorized Claimants inaccordance with this "Plan of Allocation.

-10-


2. For Class members who conducted multiple transactions in HydroFlo Stockduring the Class Period, the earliest subsequent sale shall be matched first against those shares inthe Claimant's opening position on the first day of the Class Period, and then matchedchronologically thereafter against each purchase made during the Class Period.

Any transaction resulting in a gain shall be excluded.

4. The purchase and sales prices do not include any brokerage commissions , transfertaxes or other fees.

5. The covering purchase of a short sale is not an eligible purchase. Gifts andtransfers are not eligible purchases.

6. The Recognized Loss of each Authorized Claimant shall be calculated as follows:

A. Shares purchased during the period July 18, 2005 through and including October26, 2005 and held through the close of trading on October 26, 2005, recognizedper share loss is the lesser of:

a. The price paid (excluding commissions ) less $.24 (the 90-day average closingprice after the Class Period); and

b. $.35.

7. To the extent there are sufficient funds in the Net Settlement Fund, eachAuthorized Claimant will receive an amount equal to the Authorized Claimant's AggregateRecognized Loss described above. If, however, the amount in the Net Settlement Fund is notsufficient to permit payment of the total claim of each Authorized Claimant, then eachAuthorized Claimant shall be paid the percentage of the Net Settlement Fund that eachAuthorized Claimant's claim bears to the total of the claims of all Authorized Claimants.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

If you purchased HydroFlo common stock ("HydroFlo Stock ) during the Class Period asnominee for a beneficial owner, then within ten (10) days after you receive this Notice, you musteither: (a) send a copy of this Notice and the accompanying Proof of Claim and Release form byfirst-class mail to all such beneficial owners; or (b) provide a list, electronically if possible, of thenames and addresses of such beneficial owners to the Claims Administrator:

Claims AdministratorHydroFlo , Inc. Securities Litigation


Media, PA 19060If you chose option (a) above, you may request enough forms from the Claims

Administrator (at no charge) to complete your mailing. You may seek reimbursement of yourreasonable expenses actually incurred in complying with these directives, subject to approval of

-11-


Plaintiffs' Counsel or the Court. All communications concerning this matter should be addressedto the Claims Administrator.

INQUIRIES

All inquiries concerning this Notice, the Proof of Claim form, or any other questions byClass Members should be directed to:

Claims AdministratorHydroFlo, Inc. Securities Litigation


Media, PA 19060

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE

DATED: 1200 BY ORDER OF THE DISTRICT COURT:HON. JAMES C. FOX

-12-


TO: ALL PERSONS WHO ACQUIRED THE COMMON STOCK OF HYDROFLO, INC.

("HYDROFLO) DURING THE PERIOD FROM JULY 18, 2005 THROUGH AND

INCLUDING OCTOBER 26, 2005.

1. GENERAL INSTRUCTIONS

1. To recover as a Member of the Class based on your claims in the action entitled

Huttenstine v. Mast et al. , No. 4:05-CV-00152-F(3) (E.D.N.C.), you must complete and, on page

hereof, sign this Proof of Claim and Release. If you fail to file a properly completed and addressed (as set

forth in ¶3 below) Proof of Claim and Release, your claim may be rejected, and you may be precluded

from any recovery from the Net Settlement Fund created in connection with the proposed Settlement of

the Litigation.

2. Submission of this Proof of Claim and Release, however, does not assure that you will

share in the proceeds of Settlement in the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

AND RELEASE POSTMARKED ON OR BEFORE , 200_, ADDRESSED AS

FOLLOWS:

Claims Administrator

HydroFlo, Inc. Securities Litigation

c/o Strategic Claims Services

P.O. Box 230

Media, PA 19063

If you are NOT a Member of the Class (as defined below and in the Notice of Pendency and Proposed

Settlement of Class Action), DO NOT submit a Proof of Claim and Release form.

4. If you are a Member of the Class and you do not timely request exclusion, you are bound

by the terms of any judgment entered in the Litigation , WHETHER OR NOT YOU SUBMIT A PROOF

OF CLAIM AND RELEASE.

1


II. DEFINITIONS

1. "Class or "Settlement Class means all persons who acquired any common stock of

HydroFlo during the period from July 18, 2005 through and including October 26, 2005, and were

damaged thereby. Excluded from the Class are the Defendants and all current and former officers and

directors of Defendants, and the members of their immediate families and Defendants' legal

representatives, heirs, predecessors, successors and assigns and any entity in which any Defendant has or

had a controlling interest or is a parent or subsidiary of or is controlled by HydroFlo, and any persons

who have separately filed actions against one or more of the Defendants based in whole or in part on any

claim arising out of or relating to any of the acts, omissions, misrepresentations, facts, events, matters,

transactions or occurrences referred to in the Action or otherwise alleged, asserted or contended in the

Action. Also excluded from the Class are those Persons who timely and validly request exclusion from

the Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action.

2. "Class Period means the period commencing on July 18, 2005 through and including

October 26, 2005.

3. "Class Member or "Member of the Class means a Person who falls within the

definition of the Class as set forth in ¶A.6 of the Stipulation.

4. "Defendants means Dennis Mast, George A. Moore, Shane Traveller, Ross W. Smith,

HydroFlo, Inc., and Metals and Arsenic Removal Technology, Inc..

6. "Person means any individual, corporation, partnership, limited liability partnership,

limited partnership, professional corporation, association, affiliate, joint stock company, trust, estate,

unincorporated association, government or any political subdivision or agency thereof, any other type of

legal or political entity, any legal representative, and as applicable their respective spouses, heirs,

predecessors, successors, representatives, or assignees.

7. "Released Parties means the Defendants, and any of their current, former or future

parents, subsidiaries, affiliates, partners, joint venturers, officers, directors, principals, shareholders,

members, agents (acting in their capacity as agents), employees, attorneys, advisors, accountants,

2


associates and any other individual or entity in which any Defendant has a controlling interest or which is

related to or affiliated with any of the Defendants or their current, former and future legal representatives,

heirs, successors in interest or assigns of the Defendants.

8. "Settling Parties means collectively the Defendants and the Released Parties, Members

of the Class, Lead Plaintiffs in the Litigation, and Lead Plaintiffs' Counsel.

III. CLAIMANT IDENTIFICATION

1. If you purchased or otherwise acquired the common stock of HydroFlo ("HydroFlo

Stock ) during the Class Period and held the certificate(s) in your name, you are the beneficial purchaser

as well as the record purchaser . If, however, you purchased or otherwise acquired HydroFlo Stock during

the Class Period and the certificate(s) were registered in the name of a third party, such as a nominee or

brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.

2. Use Part I of this form entitled "Claimant Identification to identify each purchaser of

record ("nominee ), if different from the beneficial purchaser of HydroFlo Stock which forms the basis of

this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR

PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS,

OF THE HYDROFLO STOCK UPON WHICH THIS CLAIM IS BASED.

3. All joint purchasers must sign this claim . Executors , administrators, guardians,

conservators and trustees must complete and sign this claim on behalf of Persons represented by them and

their authority must accompany this claim and their titles or capacities must be stated. The Social

Security (or taxpayer identification) number and telephone number of the beneficial owner may be used

in verifying the claim. Failure to provide the foregoing information could delay verification of your claim

or result in rejection of the claim.

IV. CLAIM FORM

1. Use Part II of this form entitled "Schedule of Transactions in HydroFlo Stock. to supply

all required details of your transaction(s) in HydroFlo Stock. If you need more space or additional

schedules, attach separate sheets giving all of the required information in substantially the same form.

3


Sign and print or type your name on each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of your

purchases or acquisitions and all of your sales of HydroFlo Stock that took place at any time beginning

July 18, 2005 through and including October 26, 2005, whether such transactions resulted in a profit or a

loss. Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction in the Class Period separately and in chronological order, by trade

date, beginning with the earliest. You must accurately provide the month, day and year of each

transaction you list.

4. The term "Purchase Price means the amount paid for the securities (excluding

commissions and transfer taxes) and the term "Sales Price means the amount realized on the sale of the

securities (excluding commissions and transfer taxes). The date of the purchase or sale is the "contract

or "trade date as distinguished from the "settlement date. The covering purchase of a short sale of

HydroFlo Stock is not an eligible purchase for purposes of the Settlement.

5. Broker confirmations or other documentation of your transactions in HydroFlo Stock

should be attached to your claim. Failure to provide this documentation could delay verification of your

claim or result in rejection of your claim.

6. The above requests are designed to provide the minimum amount of information

necessary to process the most simple claims. The Claims Administrator may request additional

information as required to calculate your losses efficiently and reliably. In some cases where the Claims

Administrator cannot perform the calculation accurately or at a reasonable cost to the Class with the

information provided, the Claims Administrator may condition acceptance of the claim upon the

production of additional information and/or the hiring of an accounting expert at the Claimant's cost.

4


UNITED STATES DISTRICT COURTEASTERN DISTRICT OF NORTH CAROLINA

EASTERN DIVISION

Huttenstine v. Mast et al., Case No. 4:05-CV-00152-F(3)

PROOF OF CLAIM

Must be Postmarked No Later Than:, 200

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Joint Owner's Name (First Middle, Last)

Record Owner's Name (if different from Beneficial Owner list above)

Street Address

City

Foreign Province

Social Security Number

Area Code Telephone Number

Area Code Facsimile Number

Check appropriate box:

q Individual/Sole Proprietor

q Corporation

q IRA

or

Foreign Country

State Zip Code

Taxpayer Identification Number

(Day) ( (Evening)Area Code Telephone Number

E-Mail Address

q Partnership

q Other

q Trust

q Pension Plan

5


PART II: SCHEDULE OF TRANSACTIONS IN HYDROFLO STOCK

A. Number of shares of HydroFlo Stock held at the beginning of trading on

July 18, 2005:

Shares of Common Stock:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

B. Purchases or A

Stock:

Trade Date

Month Day Year

(List Chronologically)

cquisitions (July 18, 2005 - October 26, 2005, inclusive ) of HydroFlo

Number of Shares Total Purchase Price

Purchased or(excluding commissions and

Acquiredtransfer taxes)

IMPORTANT: Identify by number listed above all purchases in which you covered a "short sale :

C. Sales (July 18, 2005 - October 26, 2005, inclusive) of HydroFlo Stock:

6


1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Trade Date

Month Day Year

(List Chronologically)

Number of Shares

Sold

Total Sale Price

(excluding commissions and

transfer taxes)

D. Number of HydroFlo shares held at close of trading on October 26, 2005:

Shares of Common Stock:

If you require additional space, attach extra schedules in the same format as above. Sign and print your

name on each additional page.

YOU MUST READ THE RELEASE AND SIGN ON PAGE

V. SUBMISSION TO JURISDICTION OF COURT

AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Stipulation and Agreement

of Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States District

Court for the Eastern District of North Carolina, Eastern Division, with respect to my (our) claim as a

Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that

7


I am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation. I

(We) agree to furnish additional information to support this claim if required to do so. I (We) have not

submitted any other claim covering the same purchases or acquisitions of HydroFlo Stock during the

Class Period and know of no other Person having done so on my (our) behalf.

VI. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally

and forever settle, release and discharge from the Settled Claims each and all of the Defendants and all

other Released Parties, defined as the Defendants, and any of their current, former or future parents,

subsidiaries, affiliates, partners, joint venturers, officers, directors, principals, shareholders, members,

agents (acting in their capacity as agents), employees, attorneys, advisors, accountants, associates and

any other individual or entity in which any Defendant has a controlling interest or which is related to or

affiliated with any of the Defendants or their current, former and future legal representatives, heirs,

successors in interest or assigns of the Defendants.

2. "Settled Claims means any and all claims, debts, demands, liabilities, rights and causes

of action of every nature and description whatsoever (including but not limited to, any claims for

damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability

whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or

regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in

equity, matured or unmatured, whether class or individual in nature, including both known claims and

Unknown Claims (as defined below), (i) that have been asserted in this Action by the Class Members or

any of them against any of the Released Parties, including without limitation any claim arising out of or

relating to any of the acts, omissions, misrepresentations, facts, events, matters, transactions or

occurrences referred to in the Action or otherwise alleged, asserted or contended in the Action; or (ii) that

could have been alleged, asserted or contended in this or any other forum by the Class Members or any of

them against any of the Released Parties which arise out of or are based upon the allegations, transactions,

8


facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the

Complaint or which relate to the purchase of HydroFlo common stock during the Class Period, including,

without limitation, claims for fraud, negligent misrepresentation, negligence, gross negligence, breach of

duty of care, breach of duty of loyalty, breach of fiduciary duty, or violations of any state or federal

statutes or regulations. Settled Claims also include any and all claims arising out of, relating to, or in

connection with the Settlement or resolution of the Action against the Released Parties (including

Unknown Claims), except claims to enforce any of the terms of this Stipulation.

3. "Unknown Claims means any Settled Claim which any Lead Plaintiff or member of the

Class does not know or suspect to exist in his, her or its favor at the time of the release of the Released

Parties, whether or nor concealed or hidden, which if known by him, her or it, might have affected his, her

or its decision with respect to the Settlement, including, but not limited to, the decision not to object to the

Settlement, and any Settled Defendants' Claims which any Defendant does not know or expect to exist in

his, her or its favor, whether or not concealed or hidden, which if known by him, her, or it might have

affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Settled

Claims and Settled Defendants' Claims, the Parties stipulate and agree that upon the Effective Date, Lead

Plaintiffs and Defendants shall expressly, and each of the members of the Class shall be deemed to have,

and by operation of the Order and Final Judgment shall have, expressly waived any and all provisions,

rights and benefits conferred by any law of any state or territory of the United States, or principle of

common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542 which provides: "A

general release does not extend to claims which the creditor does not know or suspect to exist in his or her

favor at the time of executing the release, which if known by him or her must have materially affected his

or her settlement with the debtor. Lead Plaintiffs and Defendants acknowledge, and the members of the

Class by operation of the Order and Final Judgment shall be deemed to have acknowledged, that the

inclusion of "Unknown Claims in the definitions of "Settled Claims and "Settled Defendants' Claims

was separately bargained for and was a key element of the Settlement of which this release is a part.

4. This release shall be of no force or effect unless and until the Court approves the

9


Stipulation and Agreement of Settlement and the Stipulation becomes effective on the Effective Date (as

defined in the Stipulation).

5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or

purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or

any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included information about all of

my (our) transactions in HydroFlo Stock which occurred during the Class Period as well as the number of

shares of HydroFlo held by me (us) at the opening of trading on July 18, 2005 and at the close of trading

on October 26, 2005.

10


SUBSTITUTE FORM W-9

Request for Taxpayer Identification Number ("TIN ) and Certification

PART I

NAME:

Check appropriate box:

q Individual/Sole Proprietor

q Corporation q Partnership

q IRA q Other

Enter TIN on appropriate line.

For individuals, this is your Social Security Number ("SSN ).

q Trust

q Pension Plan

For sole proprietors, you must show your individual name, but you may also enter your business or

"doing business as name. You may enter either your SSN or your Employer Identification

Number ("EIN ).

For other entities , it is your EIN.

- - or -

Social Security Number Employer Identification Number

PART II

For Payees Exempt from Backup Withholding

If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt on the

following line:

11


PART III

Certification

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

1. The number shown on this form is my (our) correct TIN; and

2. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of

Section 3406 (a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from

backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I

am (we are) subject to backup withholding as a result of a failure to report all interest or

dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer

subject to backup withholding.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup

withholding, you must cross out Item 2 above.

SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal Revenue Service does not require your consent to any provision of this document other than

the certification required to avoid backup withholding.

I (We) declare under penalty of perjury under the laws of the United States of America that the

foregoing information supplied by the undersigned is true and correct.

Executed this day of

(Month/Year)

in

(City) (State/Country)

(Sign your name here)

(Type or print your name here)

Signature of Joint Claimant, if any

12


(Print your name here)

Signature of person signing on behalf of claimant

(Print your name here)

(Capacity of person(s) signing,e.g., Beneficial Purchaser,Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach supporting documentation, if available.

3. Do not send original of stock certificates.

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it Certified

Mail, Return Receipt Requested.

6. If you move, please send us your new address.

13





Plaintiffs,

v.

DENNIS MAST, GEORGE A. MOORE,SHANE TRAVELLER, ROSS W. SMITH,HYDROFLO, INC., and METALS ANDARSENIC REMOVAL TECHNOLOGY, INC.,

Defendants.

EXHIBIT A-3

CLASS ACTION

SUMMARY NOTICE

TO: ALL PERSONS WHO ACQUIRED THE COMMON STOCK OFHYDROFLO, INC. DURING THE PERIOD FROM JULY 18, 2005 THROUGHAND INCLUDING OCTOBER 26, 2005.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States

District Court for the Eastern District of North Carolina, Eastern Division, that a hearing

will be held on , 2008 at _.m., before the Honorable James C. Fox,

United States District Judge, at the United States Courthouse, 201 South Evans Street,

Greenville, NC 27858-1137 for the purpose of determining: (1) whether the Class should

be certified, for the purposes of settlement, pursuant to Rule 23 of the Federal Rules of

Civil Procedure, consisting of all persons who acquired any common stock of HydroFlo

during the period from July 18, 2005 through and including October 26, 2005, and were


damaged thereby. Excluded from the Class are the Defendants and all current and former


Defendants' legal representatives, heirs, predecessors, successors and assigns and any

entity in which any Defendant has or had a controlling interest or is a parent or subsidiary

of or is controlled by HydroFlo, and any persons who have separately filed actions

against one or more of the Defendants based in whole or in part on any claim arising out

of or relating to any of the acts, omissions, misrepresentations, facts, events, matters,

transactions or occurrences referred to in the Action or otherwise alleged, asserted or

contended in the Action; (2) whether the proposed settlement (the "Settlement ) of this

Action for $425,000 in cash plus accrued interest (the "Settlement Fund ) should be

approved by the Court as fair, reasonable, and adequate; (3) whether the Plan of

Allocation is fair, reasonable, and adequate and therefore should be approved; (4)

whether the motion of Lead Plaintiffs' Counsel for an award of attorneys' fees and

reimbursement of expenses should be approved and an award to Lead Plaintiffs should be

granted; and (5) whether this Action should be dismissed with prejudice.

If you acquired any common stock of HydroFlo during the period described

above, your rights may be affected by the settlement of this Action . To share in the

distribution of the Settlement Fund, you must establish your rights by filing a Proof of

Claim and Release form on or before 1200.

If you do not receive by mail the Notice of Pendency and Settlement of Class

Action, which more completely describes the Settlement and your rights thereunder,

and/or a Proof of Claim and Release form, you may obtain copies of these documents by

identifying yourself as a member of the Class and by writing to: Claims Administrator,

-2-


HydroFlo, Inc. Securities Litigation, c/o Strategic Claims Services , PO Box 230, Media,

PA 19063, or by calling (866) 274-4004 or by downloading a copy from

www.rosenleate. Inquires should NOT be directed to HydroFlo, the Court, or the

Clerk of Court.

DATED: 12007 BY ORDER OF THE DISTRICT COURT:JAMES C. FOX, J.

-3-





Plaintiffs,

v.

DENNIS MAST, GEORGE A. MOORE,SHANE TRAVELLER, ROSS W. SMITH,HYDROFLO, INC., and METALS ANDARSENIC REMOVAL TECHNOLOGY, INC.,

Defendants.

EXHIBIT B

CLASS ACTION

[PROPOSED] ORDER AND FINAL JUDGMENT

On , 200_, following notice to all parties and notice to the Class

members as described herein, a hearing was held before this Court to consider : Lead Plaintiffs'

Motion for Final Approval of Class Action Settlement (the "Settlement Approval Motion ) and

the Motion of Lead Plaintiffs and Lead Plaintiffs' Counsel for an Award of Attorneys' Fees and

Reimbursement of Expenses and for an Award to Lead Plaintiffs (the "Fee Petition ) and,

pursuant to Rule 23 of the Federal Rules of Civil Procedure, to determine: (1) whether the terms

and conditions of the Stipulation and Agreement of Settlement dated November 17, 2007 (the

"Stipulation ) are fair, reasonable and adequate for the settlement of all claims asserted by the

Class against the Defendants in the Complaint now pending in this Court under the above

caption, including the release of the Defendants and the Released Parties, and should be

approved; (2) whether judgment should be entered dismissing the Complaint on the merits and


with prejudice as against the Defendants and as against all Persons who are members of the Class

herein who have not requested exclusion therefrom; (3) whether to approve the Plan of

Allocation as a fair and reasonable method to allocate the settlement proceeds among the

members of the Class; (4) whether and in what amount to award Lead Plaintiffs' Counsel

attorneys' fees and reimbursement of expenses; and (5) whether and in what amount to award

Lead Plaintiffs.

The Court having considered all matters submitted to it at the hearing and otherwise; and

it appearing that: (1) a notice of the hearing on the Settlement Approval Motion and the Fee

Petition , substantially in the form approved by the Court was mailed to all Persons reasonably

identifiable who acquired the common stock ("Stock ) of HydroFlo, Inc. ("HydroFlo ) during

the period from July 18, 2005 through and including October 26, 2005 (the "Class Period ), and

were damaged thereby, except those Persons excluded from the definition of the Class (the

"Class ), as shown by the records of HydroFlo's transfer agent, at the respective addresses set

forth in such records; (2) that a summary notice of the hearing substantially in the form approved

by the Court was published in Investor 's Business Daily and on the PR Newswire pursuant to

the specifications of the Court; (3) the notices required by the Class Action Fairness Act, 28

U.S.C. §§ 1711 et seq. have been provided; (4) the Court having considered and determined the

fairness and reasonableness of the award of attorneys' fees and expenses requested and the

requested awards to Lead Plaintiffs; and (5) all capitalized terms used herein having the

meanings as set forth and defined in the Stipulation,

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Court has jurisdiction over the subject matter of the Action, the Lead

Plaintiffs, all Class Members and the Defendants.

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2. The Court finds that the prerequisites for a class action under Fed. R. Civ.

P. 23 (a) and (b)(3) have been satisfied in that: (a) the number of Class Members is so numerous

that joinder of all members thereof is impracticable; (b) there are questions of law and fact

common to the Class; (c) the claims of the Class Representatives are typical of the claims of the

Class they seek to represent ; (d) the Class Representatives have and will fairly and adequately

represent the interests of the Class; (e) the questions of law and fact common to the members of

the Class predominate over any questions affecting only individual members of the Class; and (f)

a class action is superior to other available methods for the fair and efficient adjudication of the

controversy.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the

purposes of the Settlement only, this Court hereby finally certifies this action as a class action on

behalf of all persons who acquired the common stock of HydroFlo during the period from July

18, 2005 through and including October 26, 2005, and were damaged thereby, and designates

Lead Plaintiffs Ronald A. Schindler, Robert G. Cole, Jamie Slaughterbeck, and William Schutter

as Class Representatives. Excluded from the Class are the Defendants and all current and former


Defendants' legal representatives, heirs, predecessors, successors and assigns and any entity in

which any Defendant has or had a controlling interest or is a parent or subsidiary of or is

controlled by HydroFlo, and any persons who have separately filed actions against one or more

of the Defendants based in whole or in part on any claim arising out of or relating to any of the


in the Action or otherwise alleged, asserted or contended in the Action. Also excluded from the

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Class are those persons who filed valid and timely requests for exclusion in accordance with the

Court's Order of Preliminary Approval of Settlement [listed in Schedule A hereto].

4. Notice of the pendency of this Action as a class action , the proposed

Settlement, and of the -, 2008 hearing on the Settlement Approval Motion

and Fee Petition was given to all Class Members who could be identified with reasonable effort.

The form and method of notifying the Class of the pendency of the action as a class action and of

the terms and conditions of the proposed Settlement meet the requirements of Rule 23 of the

Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15

U.S.C. 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of 1995 (the

"PSLRA ), due process , and any other applicable law, constituted the best notice practicable

under the circumstances, and constituted due and sufficient notice to all Persons entitled thereto.

5. In considering the fairness and adequacy of this settlement, this Court

considered the following factors in its evaluation:

(1) the posture of the case at the time settlement was proposed; (2)extent of discovery that had been conducted; (3) the circumstancessurrounding the negotiations; (4) experience of counsel in the areaof securities class action litigation; (5) the relative strengths ofplaintiffs' case on the merits; (6) the existence of any difficulties ofproof or strong defenses the plaintiffs are likely to encounter if thecase goes to trial; (7) the anticipated duration and expense ofadditional litigation; (8) the solvency of the defendants and thelikelihood of recovery on a litigated judgment; and (9) the degreeof the opposition of the settlement.'

(a) The first two factors weigh in favor of the settlement. The

settlement was reached after Class Counsel conducted an extensive factual investigation,

researched , drafted and filed the first amended complaint ; obtained appointment of lead plaintiffs

' In re Jifffy Lube Secs. Litig., 927 F .2d 155 , 159 (4t' Cir. 1991).

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and lead counsel; opposed a motion to dismissed; and conducted extensive discovery through

document requests and interrogatories. These facts weigh in favor of the settlement.

(b) The third and forth factors weigh in favor of the settlement.

Counsel for the parties submit that the settlement negotiations were conducted at arms'-length

and were conducted over the course of several months. Moreover, the Court finds that counsel

for all parties have extensive experience in securities class action and other complex litigation.

The recommendation and opinion of experienced counsel in support of the settlement are well-

taken by the Court and weigh in favor the settlement.

(c) The fifth and sixth factors weigh in favor of the settlement.

Plaintiffs faced numerous challenges to establish liability as to all the defendants and faced

substantial challenges to obtain class certification. Here, Plaintiffs had to prove that the alleged

price declines in the Company's stock were proximately caused by the disclosure of the alleged

fraud and not that of other market factors. Plaintiffs also had to prove that each of the defendants

acted with scienter and was required to prove that each individual acted with fraudulent intent or

in reckless disregard to the truth. Plaintiffs also faced the challenges to the applicability of the

fraud-on-the-market presumption of reliance because at all relevant times the Company's stock

traded on the OTC Bulletin Board. Plaintiffs' faced significant risks in proving these elements of

the their case.

(d) The seventh and eighth factors weigh in favor of settlement.

Continuing discovery before trial, class certification and continuing litigation would have

required an additional document production, various depositions, extensive pretrial motions

addressing complex factual and legal questions, and ultimately a complicated, lengthy trial. In a

potential class action of this sort, the time and expense leading up to trial would have been

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significant. Moreover, the potential of recovery from a litigated judgment was unlikely. None of

the Defendants have any insurance coverage . The Company's stock is a "penny stock and

trades well below the five cents a share range and the Company has limited assets.

(e) The ninth and final factor weighs in favor of the settlement. Over

notices were provided to potential class members. Of the notices

provided, class members objected to the settlement. Thus, the reaction of the class

members weigh in favor of the Settlement.

6. The Stipulation and Settlement are fair, reasonable and adequate as to the

Class and are finally approved in all respects . The Parties are directed to consummate the

Settlement in accordance with the terms and provisions of the Stipulation.

7. The Amended Complaint, which the Court finds were filed on a good faith

basis in accordance with the PSLRA and Rule 11 of the Federal Rules of Civil Procedure based

upon all publicly available information, is hereby dismissed with prejudice and without costs,

except as provided in the Stipulation, as against the Defendants.

8. Lead Plaintiffs and members of the Class and the successors and assigns

of any of them shall have been deemed to have released, relinquished and forever discharged all

Settled Claims (as below) and are hereby permanently barred and enjoined from instituting,

commencing or prosecuting any and all claims, debts, demands, liabilities, rights and causes of

action of every nature and description whatsoever (including but not limited to, any claims for

damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or

liability whatsoever), whether based on federal, state, local, statutory or common law or any

other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or

unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature,

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including both known claims and Unknown Claims (as defined in the Stipulation), (i) that have

been asserted in this Action by the Class Members or any of them against any of the Released

Parties, including without limitation any claim arising out of or relating to any of the acts,

omissions, misrepresentations, facts, events, matters, transactions or occurrences referred to in

the Action or otherwise alleged, asserted or contended in the Action; or (ii) that could have been

alleged, asserted or contended in this or any other forum by the Class Members or any of them

against any of the Released Parties which arise out of or are based upon the allegations,

transactions , facts, matters or occurrences , representations or omissions involved, set forth, or

referred to in the Complaint or which relate to the purchase of HydroFlo common stock during

the Class Period, including, without limitation, claims for fraud, negligent misrepresentation,

negligence , gross negligence , breach of duty of care, breach of duty of loyalty, breach of

fiduciary duty, or violations of any state or federal statutes or regulations. Settled Claims also

include any and all claims arising out of, relating to , or in connection with the Settlement or

resolution of the Action against the Released Parties (including Unknown Claims), except claims

to enforce any of the terms of the Stipulation. The Settled Claims are hereby compromised,

settled, relinquished, released, discharged and dismissed as against the Released Parties on the

merits and with prejudice by virtue of the proceedings herein and this Order and Final Judgment.

9. Members of the Class and the heirs, executors , administrators , successors

and assigns of any of them are hereby deemed to have covenanted not to sue or assert any claim

or action against any of the Defendants derivatively on behalf of HydroFlo or any of its

subsidiaries that (i) arises out of or relates to any of the acts , omissions , misrepresentations , facts,

events, matters, transactions or occurrences referred to in the Action or otherwise alleged,

asserted or contended in the Action or (ii) that could have been alleged, asserted or contended in

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any forum by the Class Members or any of them against any of the Released Parties which arise

out of, relate to, or are based upon the allegations, transactions, facts, matters or occurrences,

representations or omissions involved, set forth, or referred to in the Complaint, and shall forever

be enjoined from commencing, instituting or prosecuting any such claim.

10. To the maximum extent permitted by law, the Court hereby bars all claims

against the Released Parties, for indemnity or contribution or any other claim against the

Released Parties arising out of the Action or otherwise where the injury to the claimant is the

claimant's actual or threatened liability to the Class arising out of or related to any transactions

with respect to the HydroFlo Stock.

11. The Defendants and the successors and assigns of any of them, are hereby

permanently barred and enjoined from instituting, commencing or prosecuting, either directly or

in any other capacity, any and all claims, demands, rights, duties, remedies, liabilities, and causes

of action of every nature and description whatsoever, whether based on federal, state, local,

statutory or common law or any other law, rule or regulation, including both known claims and

Unknown Claims, that have been or could have been asserted in the Action or any forum by the

Defendants or any of them or the successors and assigns of any of them against any of the Lead

Plaintiffs, Class Members or their attorneys, which arise out of or relate in any way to the

institution, prosecution, or Settlement of this Action or the Settled Claims, including, but not

limited to, all claims for malicious prosecution or sanctions (the "Settled Defendants' Claims )

against any of the Lead Plaintiffs, Class Members or their attorneys. The Settled Defendants'

Claims of all of the Released Parties are hereby compromised, settled, released, discharged and

dismissed on the merits and with prejudice by virtue of the proceedings herein and this Order and

Final Judgment.

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12. Neither this Order and Final Judgment, the Stipulation, nor any of its

terms and provisions, nor any of the negotiations or proceedings connected with it, nor any of the

documents or statements referred to therein shall be:

(a) offered or received against the Defendants as evidence of or

construed as or deemed to be evidence of any presumption , concession, or admission by any of

the Defendants with respect to the truth of any fact alleged by Lead Plaintiffs or the validity of

any claim that had been or could have been asserted in the Action or in any litigation, or the

deficiency of any defense that has been or could have been asserted in the Action or in any

litigation, or of any liability, negligence, fault, or wrongdoing of the Defendants;

(b) offered or received against the Defendants as evidence of a

presumption , concession or admission of any fault, misrepresentation or omission with respect to

any statement or written document approved or made by any Defendant, or against the Lead

Plaintiffs and the Class as evidence of any infirmity in the claims of Lead Plaintiffs and the

Class;

(c) offered or received against the Defendants or against the Lead

Plaintiffs or the Class as evidence of a presumption, concession or admission with respect to any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as

against any of the parties to the Stipulation, in any other civil, criminal or administrative action

or proceeding, other than such proceedings as may be necessary to effectuate the provisions of

the Stipulation; provided, however, that Defendants may refer to the Stipulation to effectuate the

liability protection granted them thereunder;

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(d) construed against the Defendants or the Lead Plaintiffs and the

Class as an admission or concession that the consideration to be given hereunder represents the

amount which could be or would have been recovered after trial; or

(e) construed as or received in evidence as an admission, concession

or presumption against Lead Plaintiffs or the Class or any of them that any of their claims are

without merit or that damages recoverable under the Complaint would not have exceeded the

Settlement Fund.

13. The Plan of Allocation is approved as fair and reasonable, and Lead

Plaintiffs' Counsel and the Claims Administrator are directed to administer the Stipulation in

accordance with its terms and provisions.

14. The Court finds that all parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

15. The Lead Plaintiffs Ronald A. Schindeler, Robert G. Cole, Jamie

Slaughterbeck, and William Schutter are hereby awarded $ each for reasonable

costs and expenses directly relating to their representation of the Class, such amounts to be paid

from the Gross Settlement Fund.

16. Lead Plaintiffs' Counsel are hereby awarded % of the Gross

Settlement Fund in fees, which the Court finds to be fair and reasonable, and $ in

reimbursement of expenses , which fees and expenses shall be paid to Lead Plaintiffs' Counsel

from the Settlement Fund with interest from the date of the Court's Order of Preliminary

Approval of Settlement to the date of payment at the same net rate that the Settlement Fund

earns. These amounts are to be paid pursuant to the procedure set forth in the Stipulation. The

award of attorneys' fees shall be allocated among Plaintiffs' Counsel in a fashion which, in the

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opinion and sole discretion of Lead Plaintiffs' Counsel, fairly compensates Plaintiffs' Counsel

for their respective contributions to the prosecution of the Action.

17. In making this award of attorneys' fees and reimbursement of expenses

and an award to Lead Plaintiffs to be paid from the Gross Settlement Fund, the Court has

considered and found that:

(a) the Settlement has created a fund of $425,000 in cash that is

already on deposit, plus interest to be earned thereon (the "Gross Settlement Fund ), and Class

members who file timely and valid claims will benefit from the Settlement created by Lead

Plaintiffs' Counsel;

(b) over copies of the Notice were disseminated to putative

class members indicating that at the , 2008 hearing, Lead Plaintiffs' counsel

intended to seek up to 33.3% of the Gross Settlement Fund in attorneys' fees and to seek

reimbursement of their litigation expenses in an amount not to exceed $35,000, and the Summary

Notice was published in Investor 's Business Daily and over the PR Newswire as required by the

Court, and [no] objection was filed against either the terms of the proposed Settlement or the

ceiling on fees and expenses to be requested by Lead Plaintiffs' Counsel;

(c) Lead Plaintiffs' Counsel have conducted this litigation and

achieved the Settlement;

(d) The litigation of this Action involved complex factual and legal

issues and was actively prosecuted since its filing on November 22, 2005, and in the absence of a

Settlement, the Action would have continued to involve complex factual and legal questions;

(e) If Lead Plaintiffs' Counsel had not achieved the Settlement, there

was a risk of either a smaller or no recovery;

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(f) Plaintiffs' Counsel have devoted over hours, with a lodestar

value of $ , to achieve the Settlement; and

(g) The amount of attorneys' fees awarded and expenses reimbursed

from the Settlement Fund and the awards to Lead Plaintiffs are consistent with the awards in

similar cases.

18. Exclusive jurisdiction is hereby retained over the Parties and the Class

Members for all matters relating to this Action, including the administration, interpretation,

effectuation or enforcement of the Stipulation and this Order and Final Judgment, and including

any application for fees and expenses incurred in connection with administering and distributing

the settlement proceeds to the members of the Class.

19. Without further order of the Court, the parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation.

20. There is no just reason for delay in the entry of this Order and Final

Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule

54 (b) of the Federal Rules of Civil Procedure.

IT IS SO ORDERED, this day of , 2008.

HONORABLE JAMES C. FOXUNITED STATES DISTRICT JUDGE

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