Edward L. Walter and Jamie K. Walter - Page 9

                                         -9-                                          
          transferred by wire from petitioner’s account at Charles Schwab             
          to petitioner’s account at Piper Jaffray.                                   
               Piper Jaffray sent Primus two checks drawn on petitioner’s             
          Piper Jaffray account.  The first check, in the amount of                   
          $369,525.75 and dated July 18, 2000, was for payment of the                 
          exercise price.  The second check, in the amount of $385,711.80             
          and dated July 20, 2000, was for payment of withholding tax on              
          the exercise of petitioner’s nonqualified stock options.                    
          Petitioner used credit from Piper Jaffray to fund $385,170.74 of            
          the $385,711.80.                                                            
               On July 20, 2000, Primus prepared three confirmations.  The            
          confirmations reported that petitioner, on July 14, 2000, had               
          exercised his first, second, and third options in purchase of               
          24,432 shares, 5,208 shares, and 15,151 shares, respectively, at            
          a market value per share of $52.4375.  On each weekday from                 
          Friday, July 14 through Thursday, July 20, 2000, shares of Primus           
          common stock had a closing price and an average high/low price as           
          follows:                                                                    
                               Closing Price       High/Low Average                   
               July 14             $52.31              $52.4375                       
                    17             46.25               49.25                          
                    18             38.00               41.28                          
                    19             40.0625             40.685                         
                    20             40.00               41.375                         









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