"Nevertheless, on December 20 the Eberwein group, 10 days after having been defeated by our shareholders in its takeover attempt even on its contrived adjournment date, again demanded a special shareholder meeting to again attempt a takeover, at the expense and dissipation of the company's scarce capital and management resources, and only a few weeks ahead of our annual meeting. A few days ago, the Eberwein group offered to settle this matter—if we immediately turn over full control of Aetrium. This group has lost at the polls and it has lost in court. The Eberwein group has demonstrated that it has no experience in our industry, which continues to be in a perilous time, and that the group has no plan for directing the company forward. As a result, both of the two major shareholder advisory services recommended against voting for the group's attempted takeover. Since the November 26 meeting, the Eberwein group has further diminished itself through its campaign of disinformation in its attempts to mislead our shareholders and mischaracterize our Board members. Under these circumstances, our Board firmly believes that we do not have discretion within our fiduciary duties to our shareholders and the company to turn control of the company over to the Eberwein group.

"In an effort to resolve this situation, however, and to avoid the expense and distraction of another proxy contest, we remain willing to invite members of the Eberwein group to a minority position on our Board so that they can learn about our industry and our company and be in a position to formulate and offer proposals that may further enhance the value of our company and the interests of our shareholders. This is the solution we have been offering to the Eberwein group since it started this proxy campaign, as well as the solution recommended by one of the proxy advisory services. I cannot think of a better way for us to provide for a voice at the table for this dissident group under these circumstances."

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