Joseph D. & Elizabeth M. Dunne - Page 5

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               On January 16, 1997, through their respective attorneys, Mr.           
          Marcus made an offer to Mr. Dunne, which was based on the                   
          Inverness agreement and subsequently would end the relationship             
          between Mr. Dunne and FRC.  Mr. Dunne did not accept this offer.            
               By letter dated January 24, 1997, as president of FRC, Mr.             
          Marcus terminated Mr. Dunne’s employment as of January 25, 1997.            
          Mr. Marcus wrote that he understood that Mr. Dunne would continue           
          to be an FRC shareholder and a member of the board of directors.            
          Mr. Dunne was not involved in the management or operation of FRC            
          after this date.                                                            
               On February 3, 1997, Mr. Marcus e-mailed FRC’s employees               
          directing them not to discuss FRC’s business with or provide                
          information to Mr. Dunne but to refer such calls to him.                    
               On February 26, 1997, Mr. Dunne filed a Verified Petition              
          for Appointment of a Custodian against FRC in the Chancery Court            
          of New Castle County, Delaware, pursuant to section 226 of                  
          Delaware’s general corporate law.  That section allows                      
          shareholders of a corporation to have a custodian appointed for             
          that corporation in certain circumstances.  In his petition, Mr.            
          Dunne stated that he was a 50-percent owner, the chairman of the            
          board, and the secretary of FRC.  Mr. Dunne also stated that he             
          and Mr. Marcus did not reach an agreement at the Inverness                  
          Country Club meeting.                                                       

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