X0202 3 2006-07-13 0 0000804331 FARMSTEAD TELEPHONE GROUP INC FTGP 0001056711 RAFFERTY CHRISTOPHER L C/O C. P. BAKER & COMPANY, LTD. 99 HIGH STREET BOSTON MA 02110 1 0 0 0 Stock Option (Right to buy) 1.16 2006-07-13 Common Stock 7500 D Warrant (Right to buy) 1.27 2006-01-30 2011-01-30 Common Stock 22047 I See Footnotes Warrant (Right to buy) 1.27 2006-02-08 2011-02-08 Common Stock 150000 I See Footnotes Warrant (Right to buy) 2.125 2006-02-17 2011-02-17 Common Stock 33085 I See Footnotes Warrant (Right to buy) 17 2006-02-17 2011-02-17 Series A Preferred Stock 6617 I See Footnotes Warrant (Right to buy) 2.125 2006-03-17 2011-03-17 Common Stock 68575 I See Footnotes Warrant (Right to buy) 17 2006-03-17 2011-03-17 Series A Preferred Stock 13715 I See Footnotes Warrant (Right to buy) 2.125 2006-04-17 2011-04-17 Common Stock 48676 I See Footnotes Warrant (Right to buy) 17 2006-04-17 2011-04-17 Series A Preferred Stock 9735 I See Footnotes 25% of shares exercisable every 3 months Mr. Raffery is a consultant to CP Baker & Company, Ltd. and certain affiliates (collectively, "Baker Affiliates"), including CP Baker Securities, Inc. ("Securities"), and Christopher P. Baker ("Baker"), individually. On January 30, 2006, Baker purchased from the Company a $400,000 promissory note (repaid in full on February 8, 2006) and received as part of the transaction, five year warrants to purchase 22,047 shares of common stock with an exercise price of $1.27 per share (hereinafter referred to as the "Baker Warrants"). Securities served as the Company's placement agent in connection with the sale of securities at closings held on February 8, February 17, March 17 and April 17, 2006. As partial compensation for its services as placement agent, Securities received warrants to purchase shares of either common or Series A Preferred stock of the Company in the amounts, at the exercise prices and otherwise on terms as described on the Form 3, Table II schedule to which these footnotes (2) and (3) are appended ("Scheduled Warrants"). Mr. Rafferty was designated by Securities as the nominee to the Company's board in connection with the Series A Preferred stock. By virtue of his relationship with the Baker Affiliates, Mr. Rafferty may be deemed to be an indirect owner of the Scheduled Warrants and the Baker Warrants. Mr. Rafferty has no power to exercise such warrants or upon exercise, to vote the underlying shares, and accordingly he disclaims any beneficial ownership of such securities. Robert G. LaVigne 2006-07-20