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In connection with the settlement, all other rights and obligations that existed under the February 15, 1999 Merger Agreement were terminated. The fair value of these additional shares (1,200,000 based on the fair value at the time of the shares issued) has been recorded as an expense in the accompanying statement of operations for the year ended December 31, 1999. Due to the issuance of these shares in 2000, the Company then reclassified the contingent shares to additional paid in capital. In March 2000, pursuant to a termination and settlement agreement, the new Chief Executive Officer transferred 1,000,000 shares of his personally held common stock to an ex-officer of the Company.

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During 1999, the Compensation Committee was composed of Messrs. Duncan and Irwin.]