From: Mack Hargrave [mah44@swbell.net]
Sent: Sunday, October 06, 2002 9:21 PM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

Mr. Jonathan G. Katz, Secretary of the SEC
 
Sir,
 
I write in support of the Petition for Rulemaking, SEC File #4-461)
 
I founded a private company in 1982, Maxtron Corporation, and served as 
President of that company until 1996, when we were acquired by a public 
company, Xetel Corporation.
 
I served as VP/General Manager of the Maxtron location for approximately 
16 months and then left Xetel, but remained a shareholder.  I still hold 
64,000 shares.
 
In 1999, I was nominated to serve as a Director by another shareholder.  
The company was consistently under-performing and the Board was obviously 
not inclined to consider any action to improve things.
 
I built a web site for the purpose of 1) stating my analysis of Xetel's 
results, 2) introducing myself, 3) stating my qualifications, 4) soliciting 
support from the other shareholders.
 
Of course it was all no more than a gesture because of the SEC rules that 
allow a company to exclude outside nominees from the ballot sent out with 
the proxy material.  That in itself made my candidacy quixotic, but in order 
to vote for me, a shareholder would also have to be aware of three procedural 
steps.  Attend the meeting, submit the proper paperwork to revoke proxy and 
retain the right to vote their shares, and bring proof of that to the annual 
meeting.
 
When all you have to do to vote with management is to ignore the whole process 
so that they can vote your shares for you.
 
As I write this, Xetel has been delisted, their stock price is under 2 cents, 
and although the company is not making an effort to communicate with the 
shareholders, it seems that bankruptcy is a matter of days away.
 
There is more at stake here than a few companies that fail and take the dreams 
of thousands down with them.  Investor confidence is severely shaken.  As the 
public becomes more aware of how little control is allotted to the actual owners 
of corporations, this confidence will certainly erode even further.  Just how far 
is unknown.
 
Because in a most fundamental way, the current rules are unrealistic, unfair, 
misleading and dangerous.  The results prove that.
 
 
Mack Hargrave
QWorks - Dallas