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To: Hawkmoon who wrote (4976)	4/30/1999 11:17:00 PM
From: Out_of_the_Trap	Respond to of 28311

This is one big document! The Special Meeting has been called to consider and approve the following matters: 1. The issuance and sale of 132,493 shares of the Company's Series A Convertible Preferred Stock, par value $.01 per share (which initially would be convertible into 2,004,129 shares of Common Stock) at the second closing(the "SECOND ISSUANCE") pursuant to the Stock Purchase Agreement dated as of March 15, 1999, as amended (the "STOCK PURCHASE AGREEMENT"), between the Company and Vulcan Ventures Incorporated ("VULCAN") at a price of $1,000.00 per share in cash and otherwise on the terms and subject to the conditions set forth in the Stock Purchase Agreement. 2. The sale by the directors of an aggregate of 1,403,312 shares of the Company's Common Stock, par value $.01 per share (the "MANAGEMENT SALE")pursuant to the Stock Purchase and Voting Agreements dated as of March 15,1999 (the "MANAGEMENT AGREEMENTS"), by and between each of the six directors of the Company and Vulcan at a price of $90.00 per share in cash and otherwise on the terms and subject to the conditions set forth in the Management Agreements. 3. The election of five directors of the Company to serve until the next Annual Meeting of stockholders as more fully described in the accompanying Proxy Statement. 4. Amending the Company's Restated Certificate of Incorporation to increase the number of the Company's authorized shares of capital stock from 50,000,000 to 500,000,000 consisting of 499,000,000 shares of Common Stock, par value $.01 per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share.