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To: BM who wrote (13)	5/10/1998 7:05:00 PM
From: BM	Respond to of 192

Restrictions on insider shares This is an update to posting #13 - all information has been extracted from the IPO document dated April 8, 1998. A total of 12,717,073 shares have been issued. Of these, 3,365,854 were offered to the public as part of the IPO on April 22, 1998 and are now free trading, of course. This left 9,351,219 shares which were subject to the restrictions described below. Of these, management holds 9,069,276 shares with the other 281,943 shares being held by non-management employees. Commitment to underwriters ----------------------------- Starting with the simplest restriction, as part of the agreement with the underwriters, the 281,943 shares held by non-management employees cannot be sold until 90 days after the IPO. Of the 9,069,276 shares held by management, 9,002,559 have been placed into escrow (see below). This leaves 66,717 shares which could be sold. Again, as part of the agreement with the underwriters, management have agreed that these cannot be sold until 180 days after the IPO (but see Shareholders Agreement below also). Statutory Escrow Agreement ---------------------------- 9,002,559 (or 98.7%) of management's shares have been placed in escrow and will be released according to the following schedule (but see the Shareholders Agreement below also). - 10% (or 900,255 shares) to be released after nine months - 20% (or 1,800,512) on each of the first, second and third anniversaries - 30 % on the fourth anniversary. Shareholders' Agreement -------------------------- The controlling shareholders have agreed not to sell their shares (71.3% of all shares) for a period of 5 years; they also benefit from a mutual right of first refusal. Conclusions (mine anyway) --------------------------- 1 - management has a high level of confidence in the company's future 2 - the public float is likely to remain quite small 3 - individual investors seem to be very well protected from the sale of management shares, even if the shareholders' agreement were not in place.