As the Founder and Fiduciary of this great company, it becomes my duty, as well as pleasure to report to you in summary on how our company has now grown to include 265 Partners. I hope this report will help you to understand how our network of Partners and Production Associates represents as a global network of leaders in automotive, aerospace and infrastructure development industries that stand at the ready to launch a global network of production facilities to mass produce the Hydrogen Super Highway by the mile. Many hands make light work, and the Hydrogen Super Highway puts light to work for many hands. We are on the verge of creating millions of jobs.

Just over seven years have passed since this company incorporated in 2003 and now more than 15 years since I began this work on March 19th 1995 when the inspiration to dedicate my life to building this system became clear to me. From that point forward I worked when I could (mostly on Sundays) over the several years of the late 1990’s, checking, comparing and rechecking my concepts while researching the global supplier base for state of the art technologies leading up to when I published my business plan and technology description in 2002. Then, after months and months work making presentations all over Michigan and elsewhere, staring with bankers, then local politicians and business leaders and automotive consultants and State Reps and Senators, we incorporated in 2003 with three founding Partners: Lark Samouelian, Frank Sutton and myself.

By the end of 2003 we had been given letters of endorsement from many prominent organizations including District 2 of the United Steel Workers of America, the Michigan Chapter of the AFL-CIO, the Greater Detroit Building and Construction Trades Council and dozens of other letters of endorsement from Regional Councils of Government to ultimately achieve the unanimous endorsement of the State of Michigan in 2003 with House Resolution 23 and Senate Resolution 89 that were read in House and Senate of Congress. We then replicated my experience with the Federal Small Business Innovations Research program and registered the company with Dunn & Bradstreet, the Defense Technical Information Center and the Central Contractor’s Registry for Federal contracting eligibility. In the ensuing years we worked with Congressman Mike Rogers, Secretary of Energy Spenser Abraham and many others as America struggled to make the change from Hydro-carbons to strait hydrogen. Early on the American Computer Science Association took notice of our work and soon announced the Sir Isaac Newton Award for Innovation in 2007 which led to recognition in several publications like the internationally published book by Geoffrey B. Holland and James J. Provenzano “The Hydrogen Age… Empowering a Clean-Energy Future” published in 2007.

We have within our company an amazing collection of talented and successful people from all walks of life. Clearly our ability to launch production relies upon our seasoned and salty bunch of Partners that have been building automotive production line equipment for decades. While our Partnership has great experience and talent within our ranks, we are also working with 3^rd party contractors whom we call our Production Associates that collectively represent hundreds of engineers, tool and die makers, model makers and automotive production automation specialists that literally build automotive assembly lines that the Big Three and others all employ to manufacture their cars. Our relationships with the skilled trades union such as the International Brotherhood of Electrical Workers gives us direct access to literally thousands of unemployed skilled workers ready to start a new career building the HyRail nation wide

Further, the merits of the Hydrogen Super Highway have been formally recognized by leading industry and business magazines like the International Association of Electrical Inspectors and Corp! Magazine. I was also provided an extensive interview with a CBS news crew from New York shooting video for a Discovery Channel program that has not yet aired in the United States. The distributed solar powered hydrogen production subsystem of the Hydrogen Super Highway has an endorsement from globally recognized Hydrogen scientist Dr. Addison Bain who is the author of the book “The Freedom Element… Living With Hydrogen”. Working via the US DOC, our company performed an official trade delegation to the US Embassy in Beijing China in 2004, the US Embassy in Egypt in early 2007 and many other places since including Abu Dabi, Dubai, Pakistan, Portugal, Indonesia, Vietnam and Brazil in the last two years. There is more detail on this in the International Activity Report below.

Please be informed that we are considering the potential of a Unit split, in which case the following scenario may be executed: Per Unit value is presently $400.00 USD / Unit, therefore a 100 to 1 Unit Split would enable a reduction in the per Unit cost to $4.00 USD / Unit and retain the per unit value on the strait ratio. This reduces the barrier of entry dramatically yet preserves the equity value for all the existing Partners. As a direct example if you currently have a Certificate for 10 Units, (again, only IF we proceed with the split) you will receive a new Certificate for 1,000 Units. Then the total number of Units issued will rise from 400,000 to 40,000,000 Units. This has not taken place yet, and may not ever take place, but it is an option under consideration.

Finally, as the Managing Partner it is also my duty to request that you please fill out and return to the main office the five the enclosed forms. Please fill out the forms in your original handwriting and sign and return in the enclosed envelope

One last request: As the Founder I extend to you my full measure of gratitude for your part in building and sustaining this company. One of the best ways I can do this is to ask each of you to help me build a broader and more contextual historic record of our Partnership by authoring and sending to me an original signed letter addressed to me that explains how you were introduced to the company, a little bit about yourself and your positive vision for the future.

International Activity Report

Our Partnership now has years of history with direct connections in dozens of countries We have met with trade delegations from many nations via official channels in the US Department of Commerce, the Trade Development Agency, the Consulate General and the US Department of State officials at various Embassies we have visited with or otherwise engaged in our work.

With the daily assistance of several dozen Lead Partners we have been able to keep the HyRail moving forward internationally and in Washington DC where the world is turned. I wish there was enough room in this letter to write out the full taxonomy of relationships, but that would be too much, yet I will focus on a couple key players and their activities as a Partner in the Interstate Traveler Company.

Leading Partners like our Chief Communications Officer Jim Griffin with Partners Larry Davis, Bill Powell, John Martin, Ken Howard and Andre Sauvageot and others, we have kept a finger on the pulse in DC and have enabled dozens of high profile meetings with Congressman, Senators, Department of Commerce Officials, Department of State Officials, US Trade Development Agency Officials, US Consulate General Officials, and US Department of Interior, Defense, Energy, Transportation and the Federal Highway Administration as well. At one meeting last year five of our Partners attended a dinner with the Secretary of the Interior Ken Salazar and four of our Partners asked Secretary Salazar about our system and hydrogen in general.

Leading Partners Nazma Ahmed, Tahir H. Rasheed and Corbett Kroehler organized, funded and engaged in a 10 day international trade mission to the Middle East which led to the origination of an historic three page official Aide Memoire from the Ministry of Railways in Pakistan preceded by a formal letter of support from the Mayor of the seventh largest city in the world, Karachi Pakistan. A formal bid submission to a public Tender for rail development in Pakistan has been submitted for the record.

We have had some communications with interested parties regarding Indonesia, and in Malaysia and Vietnam and Japan. Essentially we have been ‘examined’ by a multitude of global business leaders in and political leaders in these parts of the world and the level of interest continues to grow.

While all of this is going on, we continue to have to support multiple phone lines, rents and utilities and internet service and printing costs and travel expenses etc which have been covered by the diligent efforts of Managing Partner Lewis Magee and his family including Partners Erskin, Ralph and Rudy Magee have been key to solving some financial needs in 2009 and Partners like Dean Moen and Dr. David Farlow keeping 2010 moving forward.. Without the equity investments of the Partners, we would not be able to hold our position in the international marketplace.

Short List of Key Events

1. While visiting with Partner Andre Sauvageot who is our lead representative in Vietnam, that was introduced to our company by Partner Ken Howard, I met Partner Tahir Hassan who brought in Partner Nazma Ahmed to represents us in Pakistan and is helping to engage other countries including several in West Africa like Mali with Partner Connie Cole.

2. While Visiting with Partner Jim Griffin I was introduced to Partner Bill Powell who has brought in several Partners such as Andrew Murdza aka the Oyster King of Maryland, and others perhaps most importantly new contacts with the President of Peru.

3. While working with Manny Oceans who now resides in California, we have made additional high level connections with the Schwarzenegger administration, and also in China

4. While visiting a local church my Dad met with Andrew Conte whom has made high level introductions in Qatar, Bahrain, the UAE, Saudi Arabia and with Berkshire Hathaway.

5. While visiting with Partner Ray Fullerton we have met many new key players including Prestige Engineering and have built out network of international consultants.

6. While working with Partner Lewis Magee, we have brought in a multitude of new Partners that are spread all over the world including Haiti, Trinidad-Tobago and China

7. While working with Partner Ryan Steffens of Grand Rapids we have gained significant ground in the Grand Rapids are of Michigan including close to a dozen skilled engineering and 3D design students at Ferris State University

8. While working with Partner Ron Moyer who is our Chief Safety Officer we have brought in several more Federal Aviation Administration Safety professionals and have established relationships with some of the worlds most experience international security professionals to protect our teams of people when they venture outside of the USA.

9. While working with Partner Jay Wilber we have expanded our team of leading automotive contractors under good contract terms to build our demonstration system and to design and build our fabrication equipment to mass produce the rail.

10. While working with Partner Tom Curtis, we have expanded our communications in Russia and expanded our network of security professionals. Tom Curtis is the retired Commander of the Michigan State Police SWAT Team and our Chief Security Officer.

11. While working with Partner Ken Yoder regarding our activities in South America we have made great contacts building our relationships in Brazil. Ken has traveled to Buffalo NY to meet with the director of an international business with offices in Sau Paulo Brazil and has traveled to South California to meet with others to move this project forward in Brazil.

12. While working with Associate Larry Gunn I made contacts in Southern California that are active in Panama. Partner Peter Perez has been working with them and an investment group that is consulting directly with the President of Panama.

13. We have been recognized by two Gubernatorial Candidates; Dr. Morgan Reeves, Green Partner for Governor of South Carolina and Dr. Daniel Imperator for Governor of Florida as an Independent. Morgan Reeves is a graduate of Michigan State University and Daniel Imperato is an international business man. Daniel’s company has already made some very strong connections for us in Florida, Virginia, Michigan, Italy and elsewhere.

Politics and Public Notice

The multitude of needs in common among all people on this earth can be greatly served by the simple construction of our HyRail Hydrogen Super Highway system. With safety being of paramount importance we can reflect on the extreme dangers of driving on our interstate highway system where the national average number of highway fatalities has been around 40,000 deaths a year. That is 40,000 * 8 = 320,000 highway accident fatalities since I published in 2002. For this reason and many other reasons we keep pressing forward to get our system into production.

One of the greatest highlights of 2009 can be focused on the work of State Representative Bill Rogers, Dist 66, who (against all odds) managed to establish a bi-partisan Task Force in the House and Senate of the State of Michigan. The Task Force held four public hearings around the State that were hugely successful with favorable testimony submitted by engineers, university professors, business professionals, organized labor leaders and local citizens. The events were covered by news papers, Internet blogs, radio programs and television news reports which all lauded the positive testimony and unique opportunity to build first here in Michigan. All this with ample coverage in the Detroit Metro Area with a full cover of the Ann Arbor News Sunday Edition

The Task Force Report was published at the Michigan State Capital January 15th 2010.

After the Public Hearing in Grand Rapids, the Chief Technology Officer Emeritus Adam Nehr and I were interviewed on PBS affiliate WGVU news program West Michigan Week hosted by Peter Ross. I received phone calls of Partners and Associates seeing the program on public television all over west, central and northern Michigan.

On Feburary 16^th of this year I was invited to be the keynote speaker at the 31^st Annual National Engineers Week Dinner at my alma matter Western Michigan University which ranks as one of the highest honors I could never have expected. Before the speech I was given a tour of the new engineering campus and met with department heads and we all talked about a bright future.

In Detroit we were the recipient of the Going Green Award from Corp! Magazine which greatly expanded our network of positive supporters in the local area and around the country.

In Detroit, Partner Lewis Magee, we conducted multiple live radio broadcasts on AM 1440 WDRJ in the afternoon discussing our Public Private Partnership Offering to the State and about the great many Jobs we will create in Detroit.

In Detroit we were invited to participate in a one-hour radio interview on AM 760 WJR for a program called “Powering Michigan’s Future” sponsored by the International Brotherhood that aired during rush hour in the practically state-wide broadcast area including Ohio.

In Baltimore, working with Jim, John, Bill and Larry in the greater Baltimore / D.C. we made presentations to the City of Baltimore, the State of Maryland and the State of Virginia. Jim Griffin and I were interviewed several times on WNAV AM Radio in Annapolis by the famous “Oyster King” radio personality Andre Murdza who was introduced by Bill Powell and is now a Partner.

In Virginia, Partner Andre Sauvageot was interviewed on public television by State of Virginia Congressional Delegate Kenneth Plum which included clear statements about how important it is for the HyRail to be put into production for the greater DC / Virginia / Maryland Area and for the whole nation in context of exporting to Vietnam.

In DC and in Florida I have attended all of the US Air Force energy related conferences in the last several years. Concurrent programs are the US Air Force Energy Forum and the US Air Force Alternative Energy NOW conference series. At these events I have been able to meet and speak with the highest ranking Air Force military and civilian leaders who are charged with the reconstruction of the US Air Force energy programs globally. At the most recent Energy Forum, by chance, I sat with the Auditor General of the USAF Air Force Audit Agency Theodore J. Williams during the closing remarks of USAF Gen. Norton Schwartz as he outlined the critical strategic requirements of water and jet fuel as a bulk liquids problem. General Schwartz denoted how the Air Force is already building hydrogen and plasma systems to power bases and subsystems. After the speech, Mr. Williams and I talked about how the HyRail solves that problem. Follow-up with the AF Pentagon, Wright Patterson AFB, and the AFRL is ongoing.

Our Chief Manufacturing Officer is Partner Laurie Moncrieff of Schmald Tool and Die, Inc. in Burton Michigan. Partner Laurie has organized and consolidated our primary group of associated production companies. When we are finally funded to go into production, all our Associates and many other companies will get decades worth of production contracts. Further, the importance of our mission to build as many as 50 production facilities around the world over the next ten years or less must be met with only the best and reliable systems. Laurie and her network of companies stand at the ready to organize our production and supply chain on a global basis.

Brief Summary on Production

The HyRail main beam (Conduit Cluster) is made from seven plates of steel that comprise the central support with two pyramid shaped pylons every 16 and a half feet (made from the same plate steel) to hold up two or more one foot diameter rail tubes that contain and support the maglev coils. The plates of steel and tubes will be automatically loaded into a robotic assembly line to be welded together. Our projections for production of rail are 200 sections per day that are 80 feet in length for a total of 16,000 lineal feet of rail per day, or 3.03 miles per day.

After surface treatment, the rail tubes the filled magnet packs made from solenoids (electromagnetic coils [electromagnet]) that are repeated millions of times over in a radial pattern inside the tube. A solenoid is a piece of soft iron rod wrapped with a coil of wire that, when electrified, creates a large concentrated magnetic field within the iron rod as it’s core and primary axis. A simple production machine, less complicated that a machine that makes gym socks all day, can be built to produce 3 solenoids a minutes, or 180 an hour. Therefore 100 machines will produce 18,000 solenoids an hour which is 432,000 solenoids in just 24 hours of production. If the solenoid winding machines cost $500,000.00 each, that is only $50,000,000.00 for 100 machines

This compared to an automobile that has as anywhere from 5,000 different parts to as much or more than 10,000 parts with most of the parts getting redesigned almost yearly. Now THAT is complex! The work of building cars in a factory at a rate of 200 cars a day compared to building 200 sections of rail per day is almost silly to compare.

The production of solenoids require only a feed of iron rod at ½ inch diameter or less, and a feed of copper wire approximately 1/16 inch and a polycarbonate matrix to set the coils in the array. Our solenoid production is almost as simple as making a light bulb.

Our cost estimate for the Detroit to Ann Arbor system is $1,500,000,000.00 which includes nearly 100 miles of rail, 84 Traveler Stations and at least 250 public transports supported by a multitude of utility substations. A positive estimate of revenue is projected to be about $2,000,000,000

Projected revenues from the first 100 miles of rail, such as a system proposed for Detroit to Ann Arbor are estimated to be about one billion U.S. Dollars per year. As all Units of interest in the Interstate Traveler Company are of equal value, Revenue Share or "dividend" may be calculated by direct division. Therefore $1,000,000,000.00 / 400,000 = $2,500.00 / Unit.

Form #1 Partner Contact Information Validation

1^st Phone Number: (____)_____:____________ Cell Number: (____)_____:____________

2^nd Phone Number: (____)_____:____________ Fax Number: (____)_____:____________

Form #2 Partner / Founder Meeting & Special Event Request

Description of Special Event: _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Form #3 Partner Committee Volunteer

Are you interested in getting involved on a committee? We are looking for volunteers, there is no obligation to participate. Please select one:

Form #4 Optional Partnership Equity Investment

With the several hundred Partners who have funded our activities and volunteered their time, we are blessed by the time honored phrase: The sum of our Parts are greater than the whole. Our Partners represent an amazing cross section of humanity with great international connections.

Our Partnership has grown this large step by step, Partner by Partner, trade mission after trade mission, but none of it would be possible without the help of each and every contribution to equity and operational costs. As the Fiduciary of the LLC it is my obligation to give you first right of refusal to purchase additional equity in the Partnership to help defray costs and increase your percentage of ownership. For your convenience we have listed an array of investment levels to purchase additional equity and help cover our costs.

313 Units @ $400.00 = $125,200

212 Units @ $400.00 = $84,400

101 Units @ $400.00 = $40,400

55 Units @ $400.00 = $22,000

22 Units @ $400.00 = $8,800

11 Units @ $400.00 = $4,400

8 Units @ $400.00 = $3,200

4 Units @ $400.00 = $1,600

2 Units @ $400.00 = $800

1 Unit @ $400.00= $400

If you, or someone you know is interested in making a 10% equity purchase the cost would be set at $16M USD based on the same per unit cost above and the estimated total issuance of 400,000 Units.

I here by agree to purchase ( ) additional Units of Interest in the Interstate Traveler Co. LLC under the already agreed terms of management and subscription that are signed and on file with the management:

Signed: ____________________________________Date_________Amount Enclosed: (________)

Form #5 Partnership Conference Registration Form

□ Yes! I will be attending □Yes, I will send a representative □No, I will not be able to attend

Do you wish to bring a guest or send a representative? If yes, please provide the full name, address and phone number.

Do to the size of the Partnership it is required that each Partner cover the costs of meals and printed materials for this event. The please enclose a check for $60.00 for each person attending. Due to the limitations in space and for other legal reasons the Interstate Traveler Company reserves the right to restrict attendance. Due to legal requirements the Interstate Traveler Company must check ID for each attendee and require a signature to gain entry.

Please sign below that you have hereby officially informed the Management that you will be attending with any guests as described above and agree to provide the funds for each attendee.

Signed: ______________________________ # of Attendees ( ) Amount Enclosed: (_______)

I would like to schedule a one on one meeting with Justin Sutton	Yes	No
Preferred Time of Day ____________
Preferred Day of the Week ____________
I would like to schedule a Special Event with Justin Sutton	Yes	No






		And Many Others….