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To: Anthony Tsai who wrote (7143)	9/23/1998 7:41:00 PM
From: FuzzFace	Respond to of 7685

More on the reverse split: Form: DEFS14A Filing Date: 9/21/98 partes.com PROPOSAL NO. 1 AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT PROPOSED REVERSE SPLIT The Company's Board of Directors has unanimously approved and determined to submit to the stockholders of the Company an amendment (the "Reverse Split Amendment") to the Company's Restated Certificate of Incorporation (the "Restated Certificate of Incorporation"), to effect a reverse stock split of one share of reconstituted Common Stock for every five to ten shares of Common Stock that are currently issued and outstanding, with the precise number of shares of Common Stock to be converted into each reconstituted share of Common Stock (the "Split Factor") to be determined by the Board of Directors at a later time. The Reverse Split Amendment would not affect the number of shares of Common Stock authorized under the Restated Certificate of Incorporation. The Reverse Split Amendment would not affect the number of shares of Preferred Stock authorized or outstanding, although the conversion rate of the Preferred Stock to Common Stock would be proportionally adjusted. The Company is currently authorized to issue 240,000,000 shares of Common Stock, of which 135,527,455 were outstanding on September 8, 1998. If the Reverse Split Amendment is effected, the number of authorized shares of Common Stock would remain the same, but the number of shares outstanding would be decreased to a range of approximately 27,105,491 to 13,552,745 (depending on the Split Factor selected by the Board of Directors). The relative rights and preferences of the Common Stock and the Preferred Stock would be unaffected by the reverse split. Initially, the stockholders' percentage ownership of the Company and the number of Company stockholders should not materially change as a result of the Reverse Split Amendment being effected. However, as more shares of Common Stock are issued in the future, the existing stockholders' percentage ownership will decrease. The par value per share of Common Stock would remain at $0.0001 following the reverse stock split; as a consequence, the aggregate capital in excess of par value attributable to the outstanding Common Stock for statutory and accounting purposes would be increased.