The Board oversees a passive trading system for AmerInst common stock (the "System") through which persons interested in buying or selling AmerInst shares can find prospective trading partners.  The system can be viewed on the AmerInst website at  The Board must approve any potential buyer who desires to register with the program.  My request to register as a buyer interested in the purchase of shares was denied.

Since the Board must approve any transfer of shares among shareholders, and I am interested in purchasing shares, I requested the Board indicate a willingness to approve share purchases I might negotiate with existing shareholders.  I asked this notwithstanding my request to register as a buyer having been denied.  While not binding on the board, their approval would allow me to negotiate in good faith.  The Board informed me they will not approve any sale of shares to me.

Notwithstanding the Board’s self imposed restriction on sales of shares to me, I was approached by and negotiated sales with a number of willing sellers of AmerInst shares. Each of these willing sellers, and me as a qualified buyer, submitted the appropriate notice to the Company in compliance with the rules of passive trading system. The Board ignored the duty to notice each of the sellers and will not approve any sale of shares to me. This action, or inaction, blocked the ability of these shareholders to sell their shares at the highest recorded price offered to date.

The Board reported in the 10K's for June 30, and September 30, 2004 that shares were negotiated and repurchased by the Board. The apparent price of theses transactions were significantly less than the price I had stated as a fair price and stated a willingness to pay.



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