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To: hugh thorne who wrote (70)	7/28/1998 8:33:00 AM
From: Matchbox	Respond to of 130

Hugh, I am not quite sure what the meeting will accomplish. I don't want to be negative, but I've been with this one from the IPO and then through the bad time and the good time and now this. I am not sure how much shareholder right plans contribute. I am not sure if there are any hostile takeovers out there and if there are, after watching the price plummet like this (albeit on low volume) I'd have to think that a lot of investors would like to cut their losses and bail even at the book value (which someone is saying that it is about $2 but will be decreasing with each quarterly loss). For a turnaround, we need to see some tangible proof of their new products' acceptance in the market place i.e. contracts. Talks have been ongoing for over a year now; however, they are not translating into orders. Meanwhile the cash position (debt) is getting worse day by day. One of the shareholders told me at the last shareholders' meeting to hang on and not to worry about it. By mid-summer we'll be back to $6. Well, I think back to $2 by the end of the calendar year would be quite an achievement. While solid percentage move from these levels, this is peanuts for those who were around at the good times and talks about NASDAQ listing to enhance liquidity and the price of the stock. There is a lot of uncertainty and the worse thing is that the management has absolutely no idea when or if these orders will start materializing. That is why I think the meeting is a non-event. Shareholders will complain, the management will express their disappointment, optimism and talk about their own personal investment. I'll try to make the meeting too but I wish it was an hour or so later. Matchbox

To: hugh thorne who wrote (70)	7/28/1998 11:04:00 PM
From: Serge Collins	Read Replies (3) \| Respond to of 130

Who ever heard of a shareholder's right plan being in the best interest of shareholders. It is most definitely not. In fact it is a misnomer to call it that--it should be called an anti-shareholder's right plan. These plans are brought in so management can protect their jobs and perks such as options. The problem is that the management of these companies act as though the company is private and they have a total disregard for shareholders. Don't let them fool you. In situations like this, there should be some sort of quid pro quo where investors get something in return for supporting management's "guaranteed job security plan" (that's my name for shareholder's right plan). You know what you will get instead? A special resolution in next year's proxy asking shareholders to approve a repricing of options at a lower price. Trust me on this one--I've been there many times over the years. DON'T LET THEM GET AWAY WITH IT! Good luck.