DealBench

Rob, as you may know, and Mark, as you are already aware, Nora has been
supporting the effort's of Harry Arora's DealBench team with respect to
various activities. (DealBench owns and operates a proprietary electronic
commerce or Internet site through which various business services may be
offered, including an online dataroom for due diligence). One of the
DealBench members, Tobias Munk, has been speaking with the Freshfields law
firm regarding the establishing of a business relationship for 2001 whereby
Freshfields would provide consulting services relating to DealBench's
activities, as well as business referral services for the utilization of
DealBench and its myriad of sites/services; Freshfields, in turn, would
receive a percentage (10%?) of site license fees paid by customers referred
to DealBench by Freshfields.

Nora has worked very hard on DealBench matters and, when needed, has called
on the expertise of Bob Baird and others at V&E regarding securities,
regulatory, and IP-type matters The Commercial Team finds the Freshfields
proposal very attractive and would like to pursue. To that end, in Nora's
absence, I would like to discuss with you our moving this forward, if
viable. Please let me know your availability to discuss during the next
couple of days.

Thanks.
Jordan