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N. Adler, and S.

The Company has granted to the Sellers certain quot;demand registration rightsquot; and quot;piggyback registration rightsquot; on these shares, if issued, in the event the Company undertakes a sale of its securities to the public. The former shareholders of HVE filed a lawsuit against the Company asserting certain claims under this agreement. The Company settled the lawsuit and has recorded certain settlement expenses related to this contingency (See Note 11). In the fourth quarter of 2000 the Company made the determination to dispose of its E-commerce business segment. The results of operations of this business segment have been retroactively reported separately on the accompanying statement of operations as a Loss on operations of discontinued e-commerce segment. The net assets of the e-commerce segments have been reported as quot;Assets held for salequot; at December 31, 2000.

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