John Favia - Page 3




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          software.  Between 1991 and 1994, TMC had cumulative total                  
          revenues in excess of $289 million.                                         
               On August 17, 1994, however, TMC filed a voluntary petition            
          for chapter 11 reorganization in the U.S. Bankruptcy Court for              
          the District of Massachusetts (Bankruptcy Court).                           
               On TMC’s financial statements filed with the Bankruptcy                
          Court, TMC listed total outstanding debts of approximately $34              
          million and total assets of approximately $56 million.                      
               In July of 1995, petitioner and other creditors of TMC                 
          sought a declaration from the Bankruptcy Court that those                   
          creditors of TMC holding promissory notes from TMC accruing                 
          interest at 6 percent per year should be subordinated to those              
          creditors of TMC holding promissory notes from TMC accruing                 
          interest at 12 percent per year.                                            
               For its year ending September 30, 1995, TMC reported on its            
          financial statements $32.9 million in total revenues and $3.3               
          million in operating profit.                                                
               On February 8, 1996, the Bankruptcy Court confirmed a plan             
          of reorganization for TMC, and, as part of TMC’s reorganization             
          plan, a Delaware corporation named OTM was organized as the                 
          successor to TMC.                                                           
               As a result of TMC’s plan of reorganization, petitioner                
          received 2,284 shares of OTM common stock, 914 shares of OTM                
          series A convertible preferred stock, and 326 OTM warrants for              






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