Clifford L. Brody and Barbara J. Declerk - Page 6

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               new products and services through the use of electronic                
               commerce, the Internet, and off-line processing, as                    
               well as developed marketing strategies, joint ventures,                
               and financing programs to expand domestic and foreign                  
               markets for Citibank, Avon Cosmetics, Hearst                           
               Publications, Morgan Guaranty, Hewlett-Packard, Potomac                
               Mills, US West, and Cabletron.  Mr. Brody has advised                  
               corporate officers, federal regulators, legislators,                   
               and financial institutions in the United States and                    
               abroad on government decision-making as it can affect                  
               existing financial services industry products and                      
               services.  Mr. Brody has also defined strategies for                   
               securing favorable government decisions to facilitate                  
               the expansion of business domestically and                             
               internationally, and negotiated specific agreements on                 
               behalf of commercial companies and banks.                              
               Prior to Clifford L. Brody Associates, he served as a                  
               career Foreign Service Officer.  Mr. Brody was posted                  
               to U.S. Embassies in Paris, France, and Prague,                        
               Czechoslovakia, to Secretary of State Henry Kissinger’s                
               staff, as liaison between the Department of State and                  
               Congress, as negotiator for economic agreements with                   
               the former Soviet and Eastern European governments, and                
               as Special Advisor for European Affairs to the Joint                   
               Congressional-Executive Commission on Security and                     
               Cooperation in Europe (CSCE).  Mr. Brody received a                    
               B.A. degree from Dickinson College.                                    
                           *    *    *    *    *    *    *                            
               Dependence On Key Personnel.  The Company is managed by                
               a small number of key executive officers, most notably                 
               Clifford L. Brody, the Company’s Chairman Chief [sic]                  
               Executive Officer.  The loss of services of one or more                
               of these key individuals, particularly Mr. Brody, could                
               materially and adversely affect the business of the                    
               Company and its prospects.  The Company believes that                  
               its success will depend in large part on its ability to                
               attract and retain highly skilled and qualified                        
               personnel.  None of the executive officers of the                      
               Company have [sic] employment agreements and the                       
               Company does not maintain key person life insurance for                
               any of its executive officers.                                         
          The Confidential Private Placement Memorandum was supplemented in           
          October 1999.                                                               





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