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Detailed information

The Company has filed a responsive pleading denying liability. Based on the information currently available, the Company is unable to evaluate the likelihood of an unfavorable outcome. The Company received a demand letter dated February 20, 2001, from counsel representing the majority of the former owners of Smart Basics, Inc.an E-commerce retailer that was acquired on May 25, 2000, claiming, among other things, misrepresentations in connection with the transaction in which the Smart Basics' shareholders exchanged their ownership interest in Smart Basics for the Company's common stock.

As of December 31, 2000 and 1999 as previously restated, and the related consolidated statements of operations, shareholders' investment, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards.

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