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Irwin and each of the investors to Mr. Duncan of a general release. - the execution and delivery by us of a registration rights agreement. - the termination of the voting agreement dated October 8, 1999 by and between Mr. Duncan and Mr. and Mrs.

Baker was a consultant to companies from January 2000. From April 1997 to December 1999 Mr. Baker was vice president and chief financial officer of Eos Corporation and from October 1994 to April 1997 was vice president and chief financial officer of NetVantage, Inc. The Board of Directors met 19 times during 1999 for regular Board of Directors meetings.]