Stocks to Watch 03-02-09

QUICK-MED TECHNOLOGIES INCORPORATED (OTCBB: QMDT)
"Up 140.00% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/QMDT.php

Quick-Med Technologies, Inc. is a life sciences company that is developing innovative technologies for the healthcare and consumer markets. For more information, visit www.quickmedtech.com.

QMDT News:

February 26 - FDA Clears First Quick-Med Product

* Innovative NIMBUS® Gauze Receives Special “De Novo” Clearance
* Brings Highly Effective, Non-Leaching, and Affordable Barrier Protection to the $14 Billion Global Wound Care Market

Quick-Med Technologies, Inc. (OTCBB: QMDT) announced that it has received clearance from the U.S. Food and Drug Administration to market and distribute its patented NIMBUS® barrier gauze wound care dressings. This represents the first FDA clearance for NIMBUS – an innovative technology that is so unique and cutting edge that it was put through FDA’s De Novo process, a special clearance program for medical devices that are found to be “not substantially equivalent” to any predicate device.

What makes NIMBUS-treated gauze different from other antimicrobial dressings are its permanent bond and its ability to be effective even in the presence of large amounts of serum and exudate. The active agent is permanently bonded to the gauze, keeping the biocide from depletion, while killing microbes (such as MRSA, VRE, and many others) that are drawn into the absorbent dressing. NIMBUS permits the control of microbes without leaching any material into the wound bed, thus eliminating the associated interference with the wound-healing process. Being bound in the dressing keeps the antimicrobial at full strength; test results show that even in 90% serum, NIMBUS gauze continues to kill microbes outperforming other antimicrobials.

Anticipating FDA clearance, Quick-Med has already licensed NIMBUS gauze for marketing in the United States and Canada to Derma Sciences, Inc., a leading provider of advanced wound care products. Derma Sciences’ CEO, Ed Quilty, recently characterized NIMBUS as representing “the first real fusion of traditional and advanced wound care technologies.” Derma Sciences and the Company expect the product to launch in spring, 2009.

NIMBUS will bring safe, affordable, highly effective barrier protection to the $14 billion global wound care market which is projected to continue rapid growth for the next several years primarily due to the aging population. The Company is actively negotiating with other medical device manufacturers for application of NIMBUS to other substrates.

ABOUT NIMBUS®

NIMBUS is non-toxic, long-lasting and not blocked by organics such as blood, urine and perspiration. Product labeling has been allowed that indicates various organisms such as MRSA, VRE, Pseudomonas aeruginosa and Escherichia coli are killed at levels exceeding 99.999%.

NIMBUS is a next-generation wound care technology. According to Gregory Schultz, Professor, Institute for Wound Research at the University of Florida and Past President of the Wound Healing Society, “NIMBUS poses no danger of bacteria developing resistance, or of releasing toxic material into the wound and impeding the wound healing process. It is a novel technology: bonded and effective even in high concentrations of body fluids.” We believe health care practitioners will have more comfort about providing NIMBUS dressings to acute wounds or chronic, difficult to heal, wounds. Unlike silver dressings, NIMBUS technology causes no discoloration and no cell damage.

Roy Carr, Quick-Med’s Director of Business Development, noted “NIMBUS has several advantages over silver, the current market-leading antimicrobial for medical devices, summed up by: better performance at less than a tenth of the cost. It is also less likely to interfere with or retard wound healing because it is bound and held at the required level of cell inactivation.”

“This clearance is an important milestone for Quick-Med and will be a predicate for other medical device filings incorporating the NIMBUS technology,” according to J. Ladd Greeno, Quick-Med’s CEO. NIMBUS technology is versatile, and with FDA market clearance, can be made available in several other wound dressing formats including adhesives, foams, hydrogels, films, and hydrocolloids.

The De Novo clearance validates NIMBUS technology as satisfying all FDA requirements, above and beyond the normal 510(k) process. The Company believes this clearance through the De Novo process may provide potential market advantages as we understand that the FDA may be taking a new posture with antimicrobials that could considerably raise the barrier to entry.

ABOUT DERMA SCIENCES, INC.

Derma Sciences is a global manufacturer and marketer of advanced wound-care products. For more information, visit www.dermasciences.com.

TRI-STAR HOLDINGS INCORPORATED (OTC: TSHL)
"Up 100.00% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/TSHL.php

Tri-Star Holdings, Inc. is a diversified holding company developing and incubating undervalued or as-of-yet unknown technologies, businesses, and assets with massive potential for return on investment and increased shareholder value. The company's developments are currently poised to mitigate exposure to risk in industries proven to perform amidst economic recession: the precious metals and medical industries.

TSHL News:

November 25 - Tri-Star Holdings, Inc. Offers Gold Mine, Dividend Update

Tri-Star Holdings, Inc. (OTC:TSHL) released the following shareholder update and address from President Anthony Mellone in response to inquiries following our recent visit to the Wickenburg mine:

"On Thursday, Robert Chastain began training improved technique in the way of the trammel's operation to increase yields and processing efficiency. After increasing the water flow and decreasing the overall pitch, we started seeing gold.

Once the equipment was calibrated we retrieved 1.4 grams of gold flakes and pieces out of one wheel barrel sample that had previously been processed with no yields. To boost our processing, we have begun digging a holding pond for water to be drawn on site. We also took out a one-inch layer of black sand and gold dust we believe to contain as much as 30% gold dust in the black sand. We estimate that we should retrieve one ounce per ton of gold (let alone silver and platinum) to start with.

Azrock Mining should be processing upwards of 35 tons per day beginning this week with our current scale of operation. Assuming that all runs smoothly and barring any equipment delays, we should be able to maintain processing 35 tons a day, generating at least $20,000.00 a day in gold recovery revenues for the first two to three weeks ($140,000.00 producing seven days a week).

We also anticipate the arrival of additional equipment on site within a week that, if on schedule, will boost our production to 100 tons a day. Production should reach full scale operations at 200 tons processed per day within two months — a major landmark for the company. We are now processing the video footage from the operations, and compiling pictures of the extracted gold and plan to have this content posted on www.tristargold.com by Wednesday.

Additionally, all dividend shares have been mailed out. Registered holders will receive them at their registered address, and those held 'in street name' will be received by the various financial institutions. If you have any questions about your dividend shares, please begin by inquiring with your broker."

REVENGE DESIGNS INCORPORATED (OTC: RVGD)
"Up 100.00% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/RVGD.php

Revenge Designs Inc., a specialty car designer and production assembler, is headquartered in a facility in North Eastern Indiana. Mr. Peter Collorafi, President and CEO of Revenge Designs Inc., is a car designer from Queensland, Australia. Mr. Collorafi has been designing and installing custom modifications for factory produced vehicles since 1980. The Revenge GTM-R Super Car is the company's first production vehicle. Their other products include the Revenge Solstice, Revenge Ridgeline, and the award winning Revenge GTO.

RVGD News:

February 27 - Revenge Designs Inc. to Update Shareholders on GTM-R Show Tour and Company Structure

Revenge Designs Inc. (OTC: RVGD), a specialty car designer and production assembler, would like to take this opportunity to update everyone on the response to the GTM-R Super Car in Detroit and Chicago as well as information on the stock.

Peter Collorafi, Revenge Designs Inc. President and CEO, stated:

Ever since we returned from the Detroit Show the ball has been continually rolling here at Revenge. The official numbers came in for attendance at Detroit and hit a staggering 650,000. With such impressive attendance came some similarly impressive opportunities for Revenge. The Ukrainian and Middle Eastern exotic automotive markets are now very anxious to get a little Revenge. We are now looking to export Revenge vehicles to a distributorship in the area as of the middle of 2009.

With all of the American and International media exposure, TV and print coverage at Detroit, we didn't think that things could get better for Revenge. However, the response and coverage at the Chicago Auto Show was just as amazing and has given Revenge the opportunity to further broaden our audience. Attendance is estimated at 1.5 million people in Chicago. We had great responses from exotic vehicle owners. One of our favorite emails from an exotic collector reads, "We now have an affordable super car with low maintenance costs and a host of luxury features."

Revenge is also being approached by exotic dealerships throughout the United States who think it's "great timing to have an exotic super car we can offer as an introduction into the market." And our personal favorite from a business executive client, "Finally a true super car. American-made, affordable servicing, 0-60 in 3.2 seconds and a bonus high mileage to the gallon."

Overall both of the shows have been a huge success for Revenge Designs Inc. Displaying to an overall audience of 2.2 million plus television and print exposure worldwide the new American Super Car at an affordable price for the sports car enthusiast has been very well received. Updates on export and American sales inquiries will be released as they become available. However, the privacy requested by our clients will remain of the utmost importance.

We'd like to express a very special thank you to General Motors Performance Parts division for their assistance in the completion and display of Revenge Designs GTM-R Super Car. And I personally would like to thank everyone for the avalanche of professional resumes we have continually received since displaying in Detroit. Revenge is looking to expand and hire professionals with a background in metal fabrication, electrical and mechanical engineers.

I would like to inform all investors, although my initial inquiry and filing for a reverse split may have been, in some cases, the correct and usual direction for the company I have come to a more beneficial conclusion. After reviewing all angles of how the reverse split would affect the company and especially our shareholders I have filed with NASDAQ and CUSIP a withdrawal of our reverse split application as of February 25, 2009. It is still going to take some time for the automotive industry to regain its strength. Now that Revenge Designs Inc. is stamping its mark on the industry by continually producing quality products and now with expanding our market overseas it is imperative for Revenge Designs Inc. and its shareholders to remain as a team. Rebuilding our share prices is a joint effort that requires remembering that we are all working for the same goal.

I wish to thank, on the behalf of my wife Bonnie and Emily, the shareholders who visited us at the Detroit and Chicago Auto Shows. Also, thank you for the emails of encouragement which have helped to fuel our passion over the past six weeks.

TARRANT APPAREL GROUP (NASDAQ: TAGS)
"Up 91.89% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/TAGS.php

Tarrant Apparel Group engages in the design, contract, manufacture, and sale of private label and private brand casual apparel for women, men, and children in the United States and Asia. The company’s products include woven and knit fabrications, such as jeans wear, casual pants, shorts, skirts, dresses, t-shirts, blouses, shirts, other tops, and jackets. Tarrant Apparel Group sells its products to mass merchandisers, department stores, branded wholesalers, and specialty chains. The company offers apparel products under private brands, including American Rag Cie and Marisa K. Tarrant Apparel was founded in 1985 and is headquartered in Los Angeles, California.

TAGS News:

February 26 - Tarrant Apparel Group Signs Merger Agreement

Tarrant Apparel Group (Nasdaq: TAGS), a design and sourcing company for private label and private brand casual apparel, today announced that it has entered into a definitive merger agreement with Sunrise Acquisition Company, LLC, Sunrise Merger Company, Gerard Guez, its Interim Chief Executive Officer and Chairman of its board of directors, and Todd Kay, the Vice Chairman of its board of directors. Sunrise Acquisition Company, LLC is 100% owned by Mr. Guez and Mr. Kay and Sunrise Merger Company is a 100% wholly owned subsidiary of Sunrise Acquisition Company, LLC.

Under the terms of the merger agreement, upon consummation of the merger of Sunrise Merger Company with and into Tarrant Apparel Group, all of the outstanding shares of Tarrant Apparel Group, other than the shares held by Mr. Guez and Mr. Kay, will be acquired by Sunrise Acquisition Company, LLC for a price per share of $0.85 in cash. The $0.85 per share cash consideration represents a 28.8% premium to the closing price of Tarrant Apparel Group common stock on April 24, 2008, the day before Mr. Guez and Mr. Kay first presented their acquisition proposal to the company’s board of directors and a 129.7% premium to the closing price of Tarrant Apparel Group common stock on February 26, 2009, the last trading day prior to the announcement of the execution of the merger agreement. The total merger consideration is approximately $15,185,000.

The merger agreement was negotiated on behalf of Tarrant Apparel Group by a special committee of its board of directors, composed entirely of independent directors who retained and were advised by independent financial and legal advisors. The special committee and the Company’s board of directors other than Messrs. Guez and Kay, unanimously approved the merger agreement.

The transaction is subject to: (i) approval by the holders of at least 66 2/3% of the outstanding shares of Tarrant’s common stock; (ii) the absence of any law which is in effect and would have the effect of making the merger illegal or otherwise legally prohibiting consummation of the merger, and (iii) other closing conditions set forth in the merger agreement, a copy of which is being filed with the SEC and will be available without charge at the SEC’s website at www.sec.gov. The transaction is not subject to any financing condition or contingency.

Houlihan Lokey Howard & Zukin Capital, Inc., is acting as financial advisor to the special committee of the Company’s board of directors.

Bingham McCutchen LLP is acting as the legal advisor to the special committee and Stubbs, Alderton & Markiles, LLP is acting as legal counsel to Sunrise Acquisition Company, LLC.

ZI CORPORATION (NASDAQ: ZICA)
"Up 59.00% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/ZICA.php

Zi Corporation is a provider of discovery and usability solutions for Mobile Search, Input and Advertising. Zi Corporation’s products offers innovative ways for mobile operators to showcase new services and content to their subscribers, while encouraging users to get the most out of their communication devices. Increased device usage can help mobile operators drive additional revenues and lead to improved customer retention.

ZICA News:

February 26 - Nuance to Acquire Zi Corporation

Nuance Communications, Inc. (Nasdaq: NUAN), and Zi Corporation (Nasdaq: ZICA) (TSX: ZIC) announced an agreement under which Nuance will acquire Zi for US$0.69 per share in a cash and stock transaction. Zi’s solutions for mobile search and text input complement Nuance’s portfolio of intuitive touch and speech interfaces that simplify and enhance the way people interact with mobile devices, applications, and services. Together, Nuance and Zi are positioned to better address the need for text input technology for customers and partners worldwide, especially in Asia-Pacific.

“We believe the combination of Nuance and Zi will deliver additional value to our collective stakeholders and accelerate innovation for our customers and prospects,” said Steve Chambers, president, Mobile-Enterprise & Consumer Services, Nuance. “The two companies share a commitment to advance a portfolio of intelligent input and search capabilities on mobile devices in more than 80 languages and dialects to best serve our global customers and partners.”

“Joining with Nuance delivers significant and immediate value to our shareholders. We expect this transaction to benefit our customers by providing them access to Nuance’s robust product line and technical expertise across more language markets than ever before,” said Milos Djokovic, chief executive officer, Zi Corporation.

Under the terms of the agreement, consideration for the transaction is approximately US$35 million, comprising approximately US$17 million in cash and US$18 million in Nuance common stock. Zi shareholders will receive US$0.34 in cash and, based on Nuance’s ten day volume weighted average trading price on the date hereof, approximately .04 shares of Nuance common stock for each share of Zi common stock that they own. The agreed transaction price represents a premium of approximately 73 percent over the closing price of the common shares of Zi on NASDAQ on November 25, 2008, being the last trading day prior to the announcement of a tender offer by Nuance. The transaction is expected to close in Nuance’s third fiscal quarter 2009, subject to customary closing conditions and Zi shareholder approval.

The transaction will be completed by way of statutory Plan of Arrangement under the Business Corporations Act (Alberta). The Plan of Arrangement is subject to customary closing conditions, court approval and must be approved by two thirds of the votes cast by Zi’s shareholders at a special meeting of shareholders expected to be held in April 2009.

The Board of Directors of Zi after receiving the recommendation of independent directors of Zi (the “Special Committee”) has unanimously concluded that the transaction with Nuance under the Plan of Arrangement is in the best interests of Zi shareholders, and unanimously recommends that shareholders of Zi vote in favor of the transaction at the special meeting of shareholders to be held to approve the transaction.

Zi’s directors and several members of management and Lancer Management Group LLC, that collectively hold 18,799,198 shares representing approximately 37 percent of Zi’s issued and outstanding common shares, have entered into support agreements with Nuance pursuant to which they have agreed to vote their shares in favor of the transaction. The factors considered by the Special Committee and the Board of Directors of Zi and other relevant background information will be included in the Information Circular to be mailed to Zi Shareholders in advance of the special meeting to consider the Plan of Arrangement.

Zi Shareholders should consult their own investment dealer, stock broker, bank manager, accountant, lawyer or other professional advisor with respect to the transaction.

In addition, Nuance announced that it intends to terminate its previously announced tender offer for all the outstanding common shares of Zi. Nuance’s offer was scheduled to expire at 5:00 p.m. (Calgary Time) on March 10, 2009. Nuance is not accepting for payment any shares that have been tendered, and such shares will be returned promptly to the holders who have tendered such shares. The tender offer consideration will not be paid or become payable to any holders of Zi common shares pursuant to the tender offer. Under no circumstances should Zi common shares be tendered to Nuance and, if tendered, such common shares will not be accepted and will be promptly returned to the tendering shareholder.

ABOUT NUANCE COMMUNICATIONS

Nuance (Nasdaq: NUAN) is a leading provider of speech, text and imaging solutions for businesses and consumers around the world. Its technologies, applications and services make the user experience more compelling by transforming the way people interact with information and how they create, share and use documents. Every day, millions of users and thousands of businesses experience Nuance’s proven applications and professional services.

CARRIAGE SERVICES INCORPORATED (NYSE: CSV)
"Up 60.00% on Friday"

Detailed Quote: http://www.otcpicks.com/quotes/CSV.php

Carriage Services, Inc. provides death care services and merchandise in the United States. The company operates through two segments, Funeral Home Operations and Cemetery Operations. The Funeral Home Operations segment offers various services to meet a family’s funeral needs, including consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and worship, and transportation. The Cemetery Operations segment offers interment services; the rights to interment in cemetery sites, including grave sites, mausoleum crypts, and niches; and related cemetery merchandise, such as memorials and vaults. The company also markets funeral and cemetery services and products on a preneed basis. Its preneed funeral or cemetery contracts enable families to establish, in advance, the type of service to be performed, the products to be used, and the cost of such products and services. As of December 31, 2007, the company operated 139 funeral homes in 25 states and 32 cemeteries in 11 states. Carriage Services was founded in 1991 and is headquartered in Houston, Texas.

CSV News:

February 26 - Carriage Services Announces Fourth Quarter 2008 Results

Carriage Services, Inc. (NYSE: CSV) announced results for the fourth quarter and year ended December 31, 2008.

Highlights

Melvin C. Payne, Chairman and Chief Executive Officer, stated, "Adjusted diluted earnings per share in the fourth quarter of 2008, which excludes a one-time charge for a litigation settlement and an increase in our effective tax rate for 2008, both of which were recorded in the fourth quarter, was $0.04 per diluted share. Adjusted Consolidated EBITDA Margin was 20.2% in the four quarter of 2008 compared to 24.9% in the fourth quarter of 2007 and 22.1% for the year 2008 compared to 24.8% for the year 2007, largely due to weak results in our cemetery segment. We have continued our focus to lower our costs company-wide and improve the leadership and sales staff at several of our larger cemeteries to drive good quality sales and profit margins.

"This past year and especially the last quarter were challenging to say the least, but we finished with a strong December primarily because of our funeral operations. We have positioned our company for improved performance in 2009 on the strength of our funeral operations and the repositioning of our trust fund portfolio during the fourth quarter and early 2009. We do not expect to repeat the large amount of special charges that impacted our 2008 performance, and notwithstanding the extraordinarily difficult economic environment, we expect modestly improved cemetery performance in 2009. All in all, we believe we are in position to not only survive this unusual period, but to thrive and exploit any opportunities that come our way."

Trend Reporting

Management monitors consolidated same store and acquisition field operating and financial results both on a year over year and most recent rolling four quarters ("Trend Reports") basis to reflect long term and short term trends and seasonality. "Acquisition" is defined as businesses acquired since January 2005 (date of refinancing our Senior Notes). The Trend Reports highlight trends in volumes, revenues, Field EBITDA (controllable profit), Field EBITDA Margin (controllable profit margin) and the components of our overhead. Trend reporting allows us to focus on the key operational and financial drivers relevant to the longer term performance and valuation of our portfolio of deathcare businesses. Please go to the Investor Relations homepage of Carriage's web site at www.carriageservices.com for a link to our consolidated Annual and Quarterly Trend Reports.

Funeral Operations

Fourth quarter Same Store Funeral Operations Revenue increased 1.2% as the average revenue per contract increased 4.1% while the number of contracts declined 2.9%. Revenue from the Acquisition portfolio increased $0.8 million primarily because of a full quarter of revenue from two large businesses acquired in the fourth quarter of 2007. The overall cremation rate for the fourth quarter of 2008 was 39.2%, which represents a slight decline from the third quarter. A recent initiative to increase the average revenue per cremation contract largely by converting direct cremations to cremations with services is getting traction and helping not only our cremation average, but customer satisfaction levels with our cremation families. As a result of this initiative, which includes new training and presentation options for client families, the average revenue per cremation contract increased 3.4% from the third quarter to the fourth quarter of 2008 and the proportion of cremations with services increased in each of our three regions.

Same Store Funeral Field EBITDA declined by $0.4 million, equal to 3.3%, compared to the fourth quarter of 2007, while the related EBITDA Margin declined to 38% from 40%, primarily the result of higher labor costs. Our funeral Acquisitions portfolio contributed an additional $0.2 million of Field EBITDA compared to the prior year quarter.

For the full year, Same Store Funeral Revenue increased $2.4 million, equal to 2.1%, to $115.7 million. Total Same Store Funeral contract volume increased 0.7% and the atneed contract volume increased 3.1% compared to 2007. Growing market share is the highest weighted performance standard in our Standards Operating Model and serves as an incentive motivator for the local managing partners to grow their contract volumes. This was the first year we have grown Same Store Funeral Contracts since rolling out the Standards Operating Model in 2004 and is an indication that this model combined with strong, operating leadership with 4E Leadership skills is proving effective at growing local market share. Same Store Funeral Field EBITDA decreased $0.6 million, equal to 1.4%, from $43.2 million for the year 2007 to $42.6 million for the year 2008 primarily as a result of higher labor costs. Our Acquisition portfolio provided an additional $8.0 million in revenue and $2.1 million in Field EBITDA in 2008 compared to 2007.

Cemetery Operations

Same Store Cemetery Operations Revenue increased $0.4 million, equal to 4.8%, to $8.1 million in the fourth quarter. However, because Cemetery Same Store Financial Revenue from trust funds declined by $0.8 million, Total Cemetery Same Store Revenue declined almost $0.5 million, equal to 5.1% quarter over quarter. The decline in Same Store Cemetery Financial Revenue was due to financial market conditions and repositioning of the trust fund portfolio in the fourth quarter. In the fourth quarter, the Company recognized losses on a substantial number of investments within its cemetery trust fund portfolio in order to reinvest the proceeds in high quality, income oriented securities that are and will continue to yield much higher earnings and cash flow for the intermediate and long-term.

Same Store Cemetery Field EBITDA declined by $1.3 million for the fourth quarter, in part because of the $0.8 million decline in financial revenue, as previously discussed. Additionally, because of the weakening economy we are increasing our bad debt reserves against our portfolio of cemetery receivables.

For the full year Cemetery Same Store Operations Revenue declined by $1.6 million to $32.7 million and Cemetery Same Store Field EBITDA declined by $4.4 million. A large portion of the underperformance occurred at Rolling Hills Memorial Park where a new sales manager has been busy rebuilding a sales organization that can execute our product sales program more effectively. Our Acquisition Cemetery portfolio provided an incremental $2.1 million in revenues and $0.9 million in Field EBITDA in 2008 compared to 2007.

In order to increase revenues from preneed property sales, Carriage began an initiative in the third quarter of 2008 to increase both the quantity and quality of the cemetery sales counselors at our major parks. Management believes that this hiring initiative was approximately 80% complete at year end and continued hiring emphasis should achieve appropriate staffing by the end of the first quarter of 2009. General economic weakness continued in some of the Company's key markets and is having a negative impact on revenues, particularly preneed property sales.

Litigation

Carriage has reached a tentative settlement in a class action matter alleging violations of state and federal wage and hour laws. As a result of the settlement, there was a $3.5 million charge, including related legal fees, in the fourth quarter of 2008.

Overhead

Total Overhead, excluding special charges, increased to $5.8 million in the fourth quarter of 2008 from $5.4 million in the fourth quarter of 2007. For the full year, Total Overhead increased $0.2 million, equal to 1.0%, to $20.1 million, but declined as a percent of total revenue by 50 basis points to 11.4%. The year over year increases in overhead were primarily related to upgrading of regional operating leadership during the last two years. In order to effectively manage our largest cost during the current economic crisis, the Company froze the salaries and wages of all employees during December 2008.

Income Taxes

During the fourth quarter Carriage revised its effective tax rate for the year 2008 from approximately 39.5% to 48.8%. This change in estimate was due to the lower taxable income compared to that estimated earlier in the year. The lower taxable income was due primarily to the litigation charge previously discussed. A portion ($0.5 million) of the income tax expense recorded in the fourth quarter represents the additional amount that would have been recorded during the first three quarters of 2008 had the revised rate been used.

Cash Flow

Carriage produced Free Cash Flow (defined as cash flow from continuing operations less maintenance capital expenditures) of $5.6 million during the fourth quarter of 2008 compared to $8.0 million for the corresponding 2007 period.

Share Repurchase Program

During June 2008, the Board of Directors approved the repurchase of $5.0 million of the Company's common stock. During October 2008 Carriage completed the $5.0 million repurchase program for which it acquired a total of 1,347,469 shares of common stock and an average cost per share of $3.71.

During November 2008 the Board of Directors approved an additional $5.0 million share repurchase plan. Through January 2009, Carriage had repurchased a total of 522,190 shares of common stock at an average cost per share of $2.05 under the new plan.

Board of Directors

Joe R. Davis and Gary L. Forbes resigned their positions as Class I and Class II directors, respectively, effective February 25, 2009, in order to focus their time and energy on other matters during the current environment. The Board of Directors accepted the recommendation of the Corporate Governance Committee and appointed Richard W. Scott as a Class I director of the Company and L. William Heiligbrodt as a Class II director of the Company, effective as of February 25, 2009.

Mr. Scott is a seasoned financial services executive with over thirty years of capital markets experience. He is currently Vice President and Chief Investment Officer of Loews Corporation and formerly Chief Investment Officer, Insurance Portfolio Management, with AIG Investments.

Mr. Heiligbrodt is a private investor and managing partner in a family business, and also serves on the Board of Directors of BJ Services. He served in various management positions with Service Corporation International ("SCI") beginning in February 1990, including President and Chief Operating Officer until February 1999. Prior to joining SCI, Mr. Heiligbrodt served as Vice Chairman and Chief Executive Officer of Wedge Group, Inc. for five years, which he joined in 1983 after a long career in banking with Texas Commerce Bank including as President and Chief Credit Officer.

"I want to thank Joe Davis and Gary Forbes for their service on Carriage's Board of Directors and welcome Richard Scott and Bill Heiligbrodt, who bring substantial deathcare operational and financial experience and expertise to our board as we expect to be faced with substantial opportunity over the next five years," added Payne.

2009 Outlook

The Four Quarter Outlook ranges for the period ending December 31, 2009 are intended to approximate what the Company believes will be the sustainable earning power of its portfolio of deathcare assets over the next four quarters as our three models are effectively executed. Performance drivers include funeral contract volumes, cremation mix, preneed sales, preneed maturities and deliveries, average revenue per service and sale, Field EBITDA Margins and overhead items. The Company has assumed no additional acquisitions. Other variables include the effective tax rate, which is currently estimated to be in the range of 39% to 42% and the estimated number of diluted shares outstanding which is currently estimated to be in the range of 16.5 to 17 million and is subject to changes in the share price and activity in the share repurchase plan.