Gerald,

Attached is the letter to Tom Brown concerning confidentiality for the
transaction with changes made as requested by Tom Brown.  The only change
requested was to change "Third Parties" to "potential investment partners".
Third Parties (capitalized is not defined as part of the original
agreement).

Also attached is a draft document listing items to be quantified for
damages.  We are already beginning the process to quantify the value of each
item and document the events, timing, etc.  This list is for discussion
purposes only at this point.

Ken Krisa







 - TBI CA letter agreement 1-5-01.doc
 - Contract Issues 1-5-00.doc