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To: andrew peterson who wrote (4168)	10/14/1998 9:29:00 AM
From: jmc	Read Replies (2) \| Respond to of 11417

While management has stated that they have no knowledge of a takeover it seems very odd that they would list a reason for issuing new shares in order to prevent one. Any thoughts?

To: andrew peterson who wrote (4168)	10/14/1998 6:10:00 PM
From: Marc Bejarano	Read Replies (2) \| Respond to of 11417

andrew: you stated that you just read the section you were waiting to see. it is no different from the section in the preliminary proxy report filed with EDGAR on 10/2 which is what started this discussion. i did a diff of the two files and nothing material has changed with the exception of the number of shares held by certain insiders. it looks to me like they were counting too many options for certain people that weren't actually going to vest in the given 60-day period. nothing terribly interesting. the proxy still doesn't explain why we need to increase the maximum number of options given to an employee in a single year. i, personally, see no reason to. 100,000 shares is plenty. if somebody does something so terrific to deserve more, we can vote on it then. i also see no explanation for why options granted to non-employees need to fully vest instantly, unless this is another anti-takeover ploy. if so, they should explain that. otherwise, i think vesting over the current 3 years is reasonable. is this out of line with the way other companies are compensating their boards? i don't like the way two separate things were put together in both cases. i think we should increase authorized shares for options and total class A shares that can be issued, but i don't like what they attached to both these proposals. am i the only one that feels this way? just getting this off my chest... i have no reason to feel that the company or its board would abuse their new powers, if granted, by i see no reason to grant these new powers. in any case, i'll be at the shareholder's meeting to cast my insignificant vote and ask this to be explained to me. marc