Seneca Investments LLC, et al. – ‘SC 13D/A’ on 5/15/01 re: Agency Com Ltd – EX-99.1

On:  Tuesday, 5/15/01, at 11:03am ET   ·   Accession #:  912057-1-515718   ·   File #:  5-57983

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     13K 
                          Ownership                                              
 2: EX-99.1     Miscellaneous Exhibit                                 28    105K 
 3: EX-99.2     Miscellaneous Exhibit                                  1      8K 

EX-99.1   —   Miscellaneous Exhibit

EX-99.1
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                                                                     EXHIBIT 1

SHARE PURCHASE AGREEMENT

          This Share Purchase Agreement is made and entered into on May 14, 2001
(this "AGREEMENT"), among Seneca Investments LLC, a Delaware limited liability  
company ("PARENT"), E-Services Investments Agency Sub LLC, a Delaware limited   
liability company and a wholly owned subsidiary of Parent ("PURCHASER"), and the
Persons designated as Stockholders on the signature pages hereto (collectively, 
the "STOCKHOLDERS").                                                            

RECITALS

        A. The Stockholders desire to sell to Purchaser, and Purchaser desires
to purchase and accept from the Stockholders, all of the shares of common stock 
of AGENCY.COM Ltd. a Delaware corporation (the "COMPANY"), owned by the         
Stockholders (collectively, the "PURCHASED SHARES") on the terms and subject to 
the conditions of this Agreement; and                                           

       B. Parent, Purchaser and the Stockholders desire that the foregoing
transaction be completed on such terms and subject to such conditions and wish  
to make certain representations, warranties and covenants in connection         
therewith.                                                                      

NOW, THEREFORE, the parties hereto agree as follows:        

I. PURCHASE AND SALE OF THE PURCHASED SHARES

       1.1. PURCHASE AND SALE. On the terms and subject to the conditions of
this Agreement, at the Closing, each Stockholder will sell, assign, transfer and
deliver to Purchaser, and Purchaser will purchase and accept from each          
Stockholder, that number of Purchased Shares set forth opposite such            
Stockholder's name on SCHEDULE 1.1. All certificates representing the Purchased 
Shares being sold by a Stockholder will be duly endorsed by such Stockholder,   
with all necessary transfer tax stamps acquired at such Stockholder's expense   
affixed.                                                                        

1.2. PURCHASE PRICE. Parent will cause Purchaser to pay to the
Stockholders in accordance with the percentages set forth on SCHEDULE 1.1 the   
purchase price (the "PURCHASE PRICE") for the Purchased Shares to be purchased  
and sold at the Closing, calculated and paid as follows:                        

        (a) CLOSING PAYMENT. At the Closing, an amount equal to the product of
(i) $10.0 million and (ii) a fraction, the numerator of which is the aggregate  
number of Purchased Shares as of the Closing Date (after giving effect to any   
amendments to this Agreement contemplated by the last sentence of Section 6.6)  
and the denominator of which is 10,600,000 (the aggregate amount of such        
payment, "CP").                                                                 

  (b) FIRST INTERIM PAYMENT AND DIVIDEND PARTICIPATION. Within ten
calendar days after the date of consummation of a Transaction (the "TRANSACTION 
CLOSING"), if                                                                   

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applicable, a first interim payment in an amount equal to (such amount, the     
"TRANSACTION FIP") (i) the product of (A) $5.0 million and (B) a fraction, the  
numerator of which is the aggregate number of Purchased Shares as of the Closing
Date (after giving effect to any amendments to this Agreement contemplated by   
the last sentence of Section 6.6) and the denominator of which is 10,600,000),  
less (ii) the amount of any payment to Stockholders pursuant to the next        
sentence. During the period ending on the earlier of Transaction Closing and the
24-month anniversary of the Closing Date, within ten calendar days after the    
payment by the Company of any cash dividend in respect of its common stock, an  
amount equal to the Relevant % of each such cash dividend, such amount(s) not to
exceed in the aggregate the Transaction FIP. (The amounts payable under the two 
preceding sentences are referred to herein as "FIP".) Without limiting the      
generality or effect of any other provision hereof, each Stockholder            
acknowledges that, while Parent has submitted to the Company a proposal for a   
Transaction substantially simultaneously herewith (the "5-14-01 PROPOSAL"), and 
as of the time of execution of this Agreement Parent has a good faith intention 
to pursue the 5-14-01 Proposal, Parent and Purchaser do not have the right to   
effect a Transaction and will have no liability to any Stockholder if they do   
not do so.                                                                      

       (c) SECOND INTERIM PAYMENT. Within ten calendar days after the Annual
Determination for calendar year 2002 and any adjustments thereto have become    
binding on the parties as herein provided, a second interim payment in an amount
equal to 100% of 2002 PBT ("SIP").                                              

      (d) THIRD INTERIM PAYMENT. Within ten calendar days after the Annual
Determination for calendar year 2003 and any adjustments thereto have become    
binding on the parties as herein provided, a third interim payment in an amount 
equal to 50% of 2003 PBT ("TIP").                                               

       (e) FOURTH INTERIM PAYMENT. Within ten calendar days after the Annual
Determination for the calendar year 2004 and any adjustments thereto have become
binding on the parties as herein provided, a fourth interim payment ("IP-4") in 
an amount calculated as follows:                                                

    IP-4 = RELEVANT %  X  2003 NET INCOME + 2004 NET INCOME X 12
                     ---------------------------------
                       4
          MINUS (CP + SIP + TIP)

Notwithstanding the foregoing, in no event will IP-4 be less than the product of
(i) $5.0 million and (ii) a fraction, the numerator of which is the aggregate   
number of Purchased Shares as of the Closing Date (after giving effect to any   
amendments to this Agreement contemplated by the last sentence of Section 6.6)  
and the denominator of which is 10,600,000), if 2004 Net Income is more than    
$16.0 million.                                                                  

      (f) FIFTH INTERIM PAYMENT. Within ten calendar days after the Annual
Determination for the calendar year 2005 and any adjustments thereto have become
binding on the parties as herein provided, a fifth interim payment ("IP-5") in  
an amount calculated as follows:                                                

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IP-5 = RELEVANT %  X  2003 NET INCOME + 2004 NET INCOME + 2005 NET INCOME X 12
                 ---------------------------------------------------
                       4
MINUS (CP + SIP + TIP + IP-4)     

      (g) SIXTH INTERIM PAYMENT. Within ten calendar days after the Annual
Determination for the calendar year 2006 and any adjustments thereto have become
binding on the parties as herein provided, a sixth interim payment ("IP-6") in  
an amount calculated as follows:                                                

IP-6 = RELEVANT %  X  2003 NET INCOME + 2004 NET INCOME + 2005 NET            
              INCOME + 2006 NET INCOME                     X M
          --------------------------------------------
           4
  MINUS (CP + SIP + TIP + IP-4 + IP-5)

     (h) NON-REFUNDABILITY OF INTERIM PAYMENTS. Any payments made to the
Stockholders pursuant to SECTIONS 1.2(A), (B), (C), (D), (E), (F) or (G) will be
nonrefundable and, to the extent SIP, TIP, IP-4, IP-5 or IP-6 are negative      
numbers, no amounts are required to be paid by any party under this Agreement   
with respect to such payment.                                                   

         1.3. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
terms will have the meanings indicated below:                                   

        (a) The term "NET INCOME" means PBT after provision for federal, state
and local income taxes for such period determined in accordance with GAAP.      

    (b) The term "PBT" means the consolidated net income (loss) of the
Company before provision for federal, state and local income taxes for such     
period, determined in accordance with United States generally accepted          
accounting principles consistently applied ("GAAP"), provided that the following
specific rules and adjustments will apply whether or not those rules are        
consistent with GAAP (except as specifically stated below) for purposes of      
calculating any amount contemplated hereby to be determined by reference to a   
financial statement:                                                            

              (i) neither the proceeds from nor any dividends or refunds
       with respect to, nor any increases or decreases in the cash surrender
  value of, any life insurance policy under which Purchaser or any
      subsidiary thereof is the named beneficiary or otherwise entitled to
        recovery will be included as income or revenue, or expense or loss, as
the case may be;                                              

              (ii) extraordinary or unusual gains or losses and gains or
losses from the sale of any capital assets will be excluded;  

                (iii) notwithstanding SECTION 1.3(B)(II), any write-downs or
     reserves against assets or liabilities of the Company or any of its
    subsidiaries in accordance with GAAP, including without limitation
   accounts receivable reserves or write-offs, will be treated as an
expense, except to the extent of Purchase Accounting Reserves 
    specifically related thereto and except that restructuring charges
         recorded or reserves established by the Company prior to the Closing or

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    the Transaction Closing will be excluded to the extent of Purchase
Accounting Reserves specifically related thereto;             

           (iv) the utilization or reversal of Purchase Accounting
Reserves, in each case to the extent consistent with GAAP and 
       specifically relating to an event or circumstance for which they were
established, will be permitted;                               

                  (v) investment income will be excluded and interest income and
  expenses will be included, provided, however, that following the
      Transaction Closing, (A) whether or not the Company declares or pays
         dividends or other distributions to its stockholders (and regardless of
         the amount of any such distribution), in all events any interest income
    or expense will be calculated as if the Company distributed to its
    stockholders on January 1st of each year after 2003 80% of its Net
       Income for the immediately preceding year, and (B) interest income or
         expense will be calculated as though the Company had an opening balance
        of $20.0 million in cash on the date following the Transaction Closing
   regardless of the actual amount thereof (and the Company interest
      expense and interest income calculations for any period ending after
  the Transaction Closing will be adjusted on a pro forma basis to
    reflect such $20 million amount as the opening balance on the date
following the Transaction Closing);                           

                  (vi) any costs or expenses incurred in preparing or contesting
       any Annual Determination will not be treated as an expense; provided,
   however, that such preparation costs will only be excluded to the
extent they are not part of Purchaser's normal audit expense; 

             (vii) the income, expenses, assets and liabilities of any
        subsidiary of Purchaser whose results of operations are required to be
         consolidated with that of Purchaser under GAAP will be included only in
proportion to Purchaser's direct or indirect ownership in such
subsidiary;                                                   

               (viii) intercompany management fees, if any, charged by and
         dividends paid to Parent or any Affiliate of Parent or to Purchaser and
its subsidiaries will not be treated as an expense;           

                  (ix) charges for services rendered or provided to Purchaser or
     any subsidiary thereof by Parent, or one of its Affiliates (each, a
"PARENT COMPANY") and agreed to by Parent and the Stockholder 
       Representative (other than services covered by SECTION 1.3(B)(VIII)),
       or for expenses incurred for insurance and other items purchased on a
      group basis, in any such case on substantially the same basis as all
     other Parent Companies that are covered thereby, will be treated as
   expenses, provided that such charges have written approval of the
Stockholder Representative;                                   

               (x) goodwill recorded by Parent or Purchaser, including the
        related amortization or impairment and including any amounts that will
be pushed down                                                

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to the Company or any of its subsidiaries, arising out of the 
       transactions contemplated hereby or the Transaction will be excluded;

             (xi) treatment of income, goodwill and acquisition costs,
     including financing expenses, arising out of the acquisition of any
     company or line of business from or proposed by Parent or Purchaser
    will be as agreed to by Parent and the Stockholder Representative;

            (xii) except for tax benefits arising from net operating
      losses incurred after the Closing Date and to the extent such losses
       are actually used to reduce taxes of the Company during the Measuring
  Period, tax benefits from net operating losses will be excluded;

                 (xiii) incremental expenses incurred by the Company to comply
       with its obligations under the Securities and Exchange Act of 1934 or
       rules of the NASDAQ, or other incremental costs to the extent arising
        out of the Company's status as a public company plus up to $200,000 of
  incremental internal costs specifically related thereto, will be
excluded; and                                                 

               (xiv) Indemnifiable Losses of a Purchaser Indemnified Party
         which give rise to an indemnity payment pursuant to the indemnification
     provisions of Section 5.3 (and ignoring for purposes of this clause
        (xiv) the limits set forth in Section 5.2(b)) and which are assumed by
        the Stockholders or as to which the Purchaser Indemnified Parties have
     been reimbursed (by offset or otherwise), will not be treated as an
     expense, and any amount received by any Purchaser Indemnified Party
pursuant thereto will be excluded from the calculation of PBT.

         (c) "PURCHASE ACCOUNTING RESERVES" means reserves established by Parent
or Purchaser in accordance with GAAP in connection with the Transaction or the  
transactions contemplated hereby.                                               

        (d) "M" equals 10 if the Average PBT Margin is less than 12% and 12 if
the Average PBT Margin is 12% or higher.                                        

        (e) "AVERAGE PBT MARGIN" equals PBT for the Relevant Period divided by
consolidated Revenues for the Relevant Period; the "RELEVANT PERIOD" means the  
years used in calculating IP-6. For purposes of this Agreement, the Average PBT 
Margin will be rounded up or down, as the case may be, to the nearest one-tenth 
of one percent.                                                                 

         (f) "MEASURING PERIOD" means the calendar year or years included in the
applicable Purchase Price calculation under SECTION 1.2 and, for this purpose,  
"2002" means the 12 months ended December 31, 2002, "2003" means the 12 months  
ended December 31, 2003, "2004" means the 12 months ended December 31, 2004,    
"2005" means the 12 months ended December 31, 2005 and "2006" means the 12      
months ended December 31, 2006.                                                 

        (g) "REVENUES" during each relevant period means revenues reflected on
the consolidated income statement of the Company for that period prepared in    
accordance                                                                      

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with GAAP, as adjusted in accordance with the applicable rules of SECTION 1.3(B)
and finally determined pursuant to SECTION 1.4.                                 

        (h) "RELEVANT %" means the quotient obtained by dividing the number of
Purchased Shares (after giving effect to any amendments to this Agreement       
contemplated by the last sentence of Section 6.6) by the number of outstanding  
shares of common stock of the Company outstanding as of the Closing Date plus   
any shares of common stock of the Company issuable pursuant to warrants less    
shares of common stock of the Company issued pursuant to exercise of options    
outstanding as of March 31, 2001.                                               

    (i) "TRANSACTION" means any merger, consolidation or other form of
business acquisition or combination transaction pursuant to which the Company   
becomes a direct or indirect wholly owned subsidiary of Parent.                 

       (j) "STOCKHOLDER REPRESENTATIVE" means Chan Suh or, if Chan Suh dies,
becomes legally disabled or is unwilling so to serve, Ken Trush or, if Ken Trush
dies, becomes legally disabled or is unwilling so to serve, an individual       
selected by a majority in interest of the Stockholders.                         

       1.4. ACCOUNTING PROCEDURES. (a) The parties will use their respective
reasonable best efforts to cause Arthur Andersen & Co. or another nationally    
recognized independent accounting firm acceptable to Parent and the Stockholders
Representative (the "ACCOUNTANTS"), as soon as practicable after the end of each
of 2002 through 2006, but in any event not later than April 30th of the         
following year, to prepare in accordance with GAAP a report containing an       
audited consolidated balance sheet of the Company as of the close of business on
December 31st of each such fiscal year, and a related audited consolidated      
statement of income of the Company for the 12 months then ended, in each case   
together with a statement of the Accountants that states that such report was   
prepared in accordance with this Agreement and sets forth the PBT, Net Income   
and Average PBT Margin for the period under examination and all adjustments     
required to be made to such audited financial statements in order to make the   
calculations required under SECTIONS 1.2 AND 1.3 (the "ANNUAL DETERMINATION").  
All such determinations will be in accordance with the applicable provisions of 
this Agreement.                                                                 

        (b) If Purchaser or the Stockholder Representative does not agree that
an Annual Determination correctly states the applicable PBT, Net Income or      
Average PBT Margin, the disputing party will promptly (but not later than 45    
calendar days after the delivery of such Annual Determination) give written     
notice to the other of its exceptions thereto (in reasonable detail describing  
the nature of the disagreement asserted). If Purchaser and the Stockholder      
Representative reconcile their differences, the Annual Determination will be    
adjusted accordingly and will thereupon become binding, final and conclusive on 
all of the parties hereto. If Purchaser and the Stockholder Representative are  
unable to reconcile their differences in writing within 20 calendar days after  
written notice of exceptions is delivered to the other (the "ANNUAL             
DETERMINATION RECONCILIATION PERIOD"), the items in dispute will be submitted to
a mutually acceptable nationally                                                

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recognized accounting firm (the "INDEPENDENT AUDITORS") in the United States    
other than the Accountants for final determination and the Annual Determination 
will be deemed adjusted in accordance with the determination of the Independent 
Auditors and will become binding, final and conclusive on all of the parties    
hereto. The Independent Auditors may consider only the items in dispute and will
be instructed by Purchaser and the Stockholder Representative to act within 45  
calendar days (or such longer period as Purchaser and the Stockholder           
Representative may agree) to resolve all items in dispute. If Purchaser and the 
Stockholder Representative do not give notice of any exception within 45        
calendar days after the delivery of an Annual Determination or if Purchaser and 
the Stockholder Representative give written notification of their acceptance of 
an Annual Determination prior to the end of such 45-day period, such Annual     
Determination will thereupon become binding, final and conclusive on all the    
parties hereto.                                                                 

        (c) In the event the Independent Auditors are for any reason unable or
unwilling to perform the services required of them under this SECTION 1.4, then 
Purchaser and the Stockholder Representative will select another nationally     
recognized accounting firm in the United States other than such firm or the     
Accountants to perform the services to be performed under this SECTION 1.4 by   
the Independent Auditors. If Purchaser and the Stockholder Representative fail  
to select the Independent Auditors as so required within seven calendar days    
after the expiration of the applicable Reconciliation Period or fail to select  
another accounting firm within seven calendar days after it is determined that  
the Independent Auditors will not perform the services required, either of      
Purchaser or the Stockholder Representative may request the American Arbitration
Association in New York, New York (the "AAA") to appoint an independent firm of 
certified public accountants to perform the services required under this SECTION
1.4 by the Independent Auditors. For purposes of this SECTION 1.4, the term     
"Independent Auditors" includes such other accounting firm chosen in accordance 
with the foregoing provisions.                                                  

    (d) Except as provided in SECTION 1.4(E), one-half of the fees and
expenses of the Independent Auditors and the fees of the AAA will be paid by    
Purchaser and one-half of such fees and expenses will be paid by the Stockholder
Representative on behalf of the Stockholders.                                   

        (e) The Independent Auditors must determine the party (I.E., Purchaser
or the Stockholder Representative) whose asserted position as to the calculation
of PBT, PBT Margin or Net Income for the period under examination is furthest   
from the determination by the Independent Auditors. If Purchaser is the         
non-prevailing party and its asserted position was lower by 10% or more (based  
on the effect on the total amount of payments at issue) than the determination  
made by the Independent Auditors, Purchaser will pay all of the fees and        
expenses of the Independent Auditors and the AAA and will reimburse the         
Stockholder Representative for its costs and expenses incurred in connection    
with this SECTION 1.4. If the Stockholder Representative is the non-prevailing  
party and his asserted position was higher by 10% or more (based on the effect  
on the total amount of payments at issue) than the determination made by the    
Independent Auditors, the Stockholder Representative will pay all of the fees   
and expenses of the Independent Auditors and the AAA and will reimburse         
Purchaser for its costs and expenses incurred in connection with this SECTION   
1.4.                                                                            

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   1.5. EXAMINATION OF BOOKS AND RECORDS. The parties will use their
respective reasonable best efforts to make available to all parties during      
normal business hours upon reasonable advance notice all books and records,     
including accountants' work papers, relevant to the calculations required under 
SECTION 1.3.                                                                    

      1.6. PAYMENT OF THE PURCHASE PRICE. Payment of each component of the
Purchase Price will be made by Purchaser by wire transfer of immediately        
available funds in accordance with SECTION 1.2. Each of the Purchase Price      
payments set forth in SECTIONS 1.2(B), (C), (D), (E), (F) and (G) will be deemed
to include imputed interest, to the extent required by the Internal Revenue Code
of 1986, as amended (the "CODE").                                               

II. REPRESENTATIONS AND WARRANTIES

2.1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each 
Stockholder severally and not jointly hereby represents and warrants to Parent  
and Purchaser as follows (except that each Stockholder represents and warrants  
in Sections 2.1.1, 2.1.2, 2.1.3, 2.1.4, 2.1.5 and 2.1.6 only as to itself,      
himself or herself as a Stockholder and not as to other Stockholders and, for   
Stockholders that are legal entities, any settlor, beneficiary or owner):       

  2.1.1. ORGANIZATION, EXECUTION AND EFFECT OF AGREEMENT. (a) Such
Stockholder (i) is an individual that has the full legal right and capacity to  
execute and deliver this Agreement and the other documents to be delivered at   
the Closing hereunder (the "TRANSACTION DOCUMENTS") to which such Stockholder is
a party and to perform the transactions contemplated hereby and thereby by him  
or her or (ii) is a corporation, limited liability company or trust that (A) is 
duly organized, validly existing and in good standing under the Laws of its     
jurisdiction of incorporation or formation, (B) is duly qualified or licensed to
do business and is in good standing as a foreign corporation or limited         
liability company in each jurisdiction in which the character of the properties 
owned or leased by it or the nature of its business makes such qualification    
necessary, except for such of the foregoing in which the failure to be so       
qualified or in good standing would not, individually or in the aggregate,      
reasonably be expected to have or result in a material adverse effect on the    
business, financial condition, results of operations or prospects of the        
business of such Stockholder, (C) has the requisite power and authority to      
execute and deliver this Agreement and the Transaction Documents to which it is 
a party and to perform the transactions contemplated hereby and thereby to be   
performed by it, and (D) has duly taken all necessary action required to be     
taken under applicable Law for the due authorization of the execution and       
delivery by such Stockholder of this Agreement and the Transaction Documents to 
which it is a party and the performance by it of the transactions contemplated  
hereby or thereby.                                                              

     (b) This Agreement has been, and the Transaction Documents to which
such Stockholder is a party will be, duly and validly executed and delivered by 
such Stockholder and, assuming the due execution and delivery of this Agreement 
by Purchaser and Parent, and assuming the due execution and delivery of the     
Transaction Documents by the other parties thereto, constitutes a legal, valid  
and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms.                                                   

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    2.1.2. OWNERSHIP. Such Stockholder is the true and lawful owner of
record, and has the sole voting power and sole dispositive power over, the      
Purchased Shares set forth opposite his, her or its name on SCHEDULE 1.1. Except
as set forth on SCHEDULE 1.1, the delivery of the certificates representing the 
Purchased Shares being sold by such Stockholder will transfer to Purchaser good 
and valid title to such Purchased Shares, free of any liens, security interests 
or other encumbrances, claims or voting or other restrictions (collectively,    
"LIENS") of any kind adverse to Parent or Purchaser.                            

      2.1.3. NO OPTIONS. Except as set forth in SCHEDULE 1.1, there are no
outstanding subscriptions, options, rights (including phantom stock rights),    
warrants, calls, commitments, understandings, arrangements, plans or other      
agreements of any kind affecting such Stockholder's Purchased Shares.           

2.1.4. NO RESTRICTIONS. (a) There is no suit, action, claim,  
investigation or inquiry by any court, tribunal, arbitrator, authority, agency, 
commission, official or other instrumentality of the United States, any foreign 
country or any domestic or foreign state, county, city or other political       
subdivision ("GOVERNMENTAL AUTHORITY"), and no legal, administrative or         
arbitration proceeding pending or, to such Stockholder's Knowledge, threatened  
against such Stockholder or any of his, her or its Purchased Shares, with       
respect to the execution, delivery and performance of this Agreement or any     
Transaction Document or the transactions contemplated hereby or thereby or any  
other agreement entered into by such Stockholder in connection with the         
transactions contemplated hereby or thereby.                                    

      (b) The execution and delivery by such Stockholder of this Agreement
and the Transaction Documents to which it is a party do not, and the performance
by such Stockholder of the transactions contemplated hereby and thereby to be   
performed by it will not, conflict with, or result in any material violation of,
or constitute a material default (with or without notice or lapse of time, or   
both) under, or give rise to a right of termination, cancellation or            
acceleration of any material obligation or the loss of a material benefit or the
incurrence of a material liability under, (i) any provision of the certificate  
of incorporation or bylaws or comparable governing documents of the Company, any
of its subsidiaries or such Stockholder, if applicable, or (ii) to the Knowledge
of Stockholder, any material permit or approval ("PERMIT"), if any, issued to   
the Company, any of its subsidiaries or such Stockholder, under any statute,    
law, rule, regulation or ordinance (collectively, "LAWS") or any judgment,      
decree, order, writ, permit or license (collectively, "ORDERS") relating to such
Stockholder, except, in the case of such of the foregoing as apply to the       
Company or any of its subsidiaries, but not Stockholder, for those as could not 
reasonably be expected to have a Material Adverse Effect.                       

      (c) Except as set forth on SCHEDULE 1.1, the execution, delivery and
performance by such Stockholder of his, her or its obligations under this       
Agreement and the Transaction Documents to which it is a party and the          
consummation of the transactions contemplated hereby and thereby will not (i)   
result in the violation by such Stockholder or, to the Knowledge of Stockholder,
the Company or any of its subsidiaries, of any Law or Order applicable only to  
it or any of his, her or its Purchased Shares or (ii) conflict                  

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with, result in any violation or breach of, constitute (with or without notice  
or lapse of time or both) a default under, or require such Stockholder, or, to  
the Knowledge of Stockholder, the Company or any of its subsidiaries, to obtain 
any consent, approval or action of, make any filing with or give any notice to, 
or result in or give to any Person any right of payment or reimbursement,       
termination, cancellation, modification or acceleration of, or result in the    
creation or imposition of any Lien upon such Stockholder's Purchased Shares,    
under any of the terms, conditions or provisions of any agreement, commitment,  
lease, license, evidence of indebtedness, mortgage, indenture, security         
agreement, instrument, note, bond, franchise, permit, concession or other       
instrument, obligation or agreement of any kind (collectively, "CONTRACTS") to  
which such Stockholder or, to the Knowledge of Stockholder, the Company or any  
of its subsidiaries, is a party or by which such Stockholder or any of his, her 
or its assets or properties are bound, except in the case of any of the         
foregoing as applicable to the Company or any of its subsidiaries, but not the  
Stockholder, for such of the foregoing as could not be reasonably expected to   
have or result in a Material Adverse Effect.                                    

      2.1.5. APPROVALS AND CONSENTS. Except for the filing of a pre-merger
notification report by the Company under the Hart-Scott-Rodino Antritrust       
Improvements Act of 1976, as amended, and the rules and regulations thereunder  
(the "HSR ACT"), no material consent, approval or action of, filing with or     
notice to any Governmental Authority or Person is necessary or required under   
any of the terms, conditions or provisions of any Law or Order or any Contract  
to which such Stockholder is a party or his, her or its Purchased Shares are    
bound for the execution and delivery of this Agreement and any Transaction      
Documents by such Stockholder, the performance by such Stockholder of his, her  
or its obligations hereunder or thereunder or the consummation by such          
Stockholder of the transactions contemplated hereby or thereby.                 

   2.1.6. CONTRACTS. Except as described on SCHEDULE 2.1.6 or in any
report or other filing made by the Company with the Securities and Exchange     
Commission (the "SEC") prior to the date hereof, such Stockholder is not party  
to any Contract with, and does not have any claim or right against the Company  
or any of its subsidiaries, other than rights to payment of salary and welfare  
benefits in the ordinary course of business.                                    

      2.1.7. FINANCIAL STATEMENTS AND NO MATERIAL ADVERSE CHANGES. (a) The
following financial statements (the "HISTORICAL FINANCIAL STATEMENTS") are      
contained in the reports or other filings made by the Company with the SEC,     
including for this purpose the Company's Form 10-Q with respect to the quarter  
ending March 31, 2001 (the "COMPANY FILED SEC DOCUMENTS"): (i) the audited      
consolidated balance sheets of the Company and its subsidiaries as at December  
31, 2000 and the related audited consolidated statements of income,             
stockholders' equity and cash flows for the fiscal years then ended, as reported
on by Arthur Andersen & Co., and (ii) when filed, the unaudited consolidated    
balance sheet and the related unaudited consolidated statement of income,       
stockholders' equity and cash flows for the three months ended March 31, 2001   
(the "BALANCE SHEET DATE"). The Historical Financial Statements have been       
prepared in accordance with GAAP, applied on a consistent basis, throughout the 
periods indicated. Each of the consolidated balance sheets included in the      
Historical Financial Statements fairly presents, in all material respects, the  
financial condition of                                                          

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the Company and its subsidiaries at the respective date thereof, and reflects   
all claims against and all debts and liabilities of the Company and its         
subsidiaries, fixed or contingent, as at the respective date thereof, required  
to be shown thereon under GAAP, and the related statements of income,           
stockholders' equity and cash flows fairly present the results of operations for
the respective periods indicated (subject, in the case of unaudited financial   
statements, to normal recurring year-end audit adjustments and the absence of   
footnotes). Except as described in the Company Filed SEC Documents, since the   
Balance Sheet Date or as publicly disclosed by the Company prior to or on the   
date hereof, there has been no material adverse change in the business,         
financial condition, results of operations or prospects of the Company and its  
subsidiaries, taken as a whole.                                                 

2.1.8. REPORTS; UNDISCLOSED LIABILITIES. To the Knowledge of  
Stockholder, (a) the Company has filed all required Company Filed SEC Documents 
with the SEC, (b) as of their respective dates, the Company Filed SEC Documents 
complied in all material respects with the requirements of the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended (the       
"EXCHANGE ACT") and the rules and regulations of the SEC promulgated thereunder 
applicable to such Company Filed SEC Documents, and none of the Company Filed   
SEC Documents when filed contained any untrue statement of a material fact or   
omitted to state a material fact required to be stated therein or necessary in  
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading, (c) the financial statements of the Company     
included in the Company Filed SEC Documents comply as to form, as of their      
respective dates of filing with the SEC, in all material respects with          
applicable accounting requirements and the published rules and regulations of   
the SEC with respect thereto, have been prepared in accordance with GAAP        
(except, in the case of unaudited statements, as permitted by Form 10-Q of the  
SEC) applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present in all material respects the 
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates thereof and the consolidated statement of earnings, cash flows  
and stockholders' equity for the periods then ended (subject, in the case of    
unaudited statements, to normal recurring year-end audit adjustments), and (d)  
except as reflected in financial statements or in the notes thereto included in 
the Company Filed SEC Documents, neither the Company nor any of its subsidiaries
has any liabilities or obligations of any nature which, individually or in the  
aggregate, could reasonably be expected to have or result in a Material Adverse 
Effect.                                                                         

      2.2. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT. Each of
Purchaser and Parent represents and warrants to the Stockholders as follows:    

         2.2.1. ORGANIZATION, AUTHORIZATION AND EFFECT OF AGREEMENT. (a) Each of
Parent and Purchaser is a limited liability company duly organized, validly     
existing and in good standing under the Laws of the jurisdiction of its         
formation and is duly qualified or licensed to do business and is in good       
standing as a foreign limited liability company in each jurisdiction in which   
the character of the properties owned or leased by it or the nature of its      
business makes such qualification necessary, except for such of the foregoing in
which the failure to be so qualified or in good standing would not,             

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individually or in the aggregate, reasonably be expected to have or result in a 
material adverse effect on the business, financial condition, results of        
operations or prospects of the business of Parent or Purchaser, as the case may 
be.                                                                             

        (b) Each of Parent and Purchaser has the requisite power and authority
to execute and deliver this Agreement and the Transaction Documents to which it 
is a party and to perform the transactions contemplated hereby and thereby to be
performed by it. All necessary action required to be taken under applicable Law 
has been duly taken for the due authorization of the execution and delivery by  
Parent and Purchaser of this Agreement and the Transaction Documents to which   
each of them is a party and the performance by Parent and Purchaser of the      
transactions contemplated hereby or thereby. This Agreement has been, and each  
of the Transaction Documents to which the Parent or Purchaser is a party will   
be, duly and validly executed and delivered by each of Parent and Purchaser and,
assuming the due execution and delivery of this Agreement by and each           
Stockholder, and the due execution and delivery of the Transaction Documents by 
the other parties thereto, constitutes a valid and binding obligation of each of
Parent and Purchaser, enforceable against each of them in accordance with its   
terms.                                                                          

      2.2.2. NO RESTRICTIONS. The execution and delivery of this Agreement
and the Transaction Documents by each of Parent and Purchaser does not, and the 
performance by Parent and Purchaser of the transactions contemplated hereby or  
thereby to be performed by each of them will not, conflict with or result in any
material violation of, or constitute a material default (with or without notice 
or lapse of time, or both) under, or give rise to a right of termination,       
cancellation or acceleration of any material obligation or the loss of a        
material benefit or incurrence of a material liability under, any provision of  
any operating agreement, certificate of incorporation or bylaws or comparable   
governing documents of Parent and Purchaser, or any Contract or Permit          
applicable to Parent or Purchaser.                                              

      2.2.3. APPROVALS AND CONSENTS. Except for the filing of a pre-merger
notification report by Purchaser under the HSR Act, no consent, approval or     
action of, filing with or notice to any Governmental Authority or Person is     
necessary or required under any of the terms, conditions or provisions of any   
Law or Order or any Contract to which Parent or Purchaser is a party for the    
execution and delivery of this Agreement and any Transaction Documents by Parent
or Purchaser, the performance by Parent or Purchaser of its obligations         
hereunder or thereunder or the consummation by Parent or Purchaser of the       
transactions contemplated hereby and thereby.                                   

        2.2.4. OWNERSHIP OF COMPANY SHARES; PARENT SEC FILINGS. As of the date
of this Agreement, Parent is the beneficial owner of 19,928,278 shares of common
stock of the Company. The Schedule 13D filed by Parent with the SEC on May 14,  
2001 was true and correct in all material respects when filed, provided,        
however, that neither Parent nor Purchaser makes any representation or warranty 
as to the number of outstanding shares of common stock of the Company or the    
number of shares of common stock of the Company issuable upon exercise of       
outstanding options or warrants or any percentage derived therefrom.            

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      2.2.5. CERTAIN ADDITIONAL MATTERS. Substantially simultaneously with
the execution and delivery of this Agreement, Parent submitted the 5-14-01      
Proposal to the Company.                                                        

III. COVENANTS

       3.1. PRESS RELEASES. Between the date hereof and the Closing Date, no
party will issue or cause the publication of any press release or similar public
announcement with respect to this Agreement or any Transaction Document or the  
transactions contemplated hereby or thereby without the prior consent of Parent 
(in the case of the Stockholders) or the Stockholder Representative (in the case
of Purchaser and Parent), which consent will not be unreasonably withheld,      
delayed or conditioned; provided, however, that nothing herein will prohibit any
party from issuing or causing publication of any such press release or public   
announcement to the extent that such party determines such action to be required
by Law or the rules of the NASDAQ or any national stock exchange applicable to  
it or its Affiliates, in which event the party making such determination will,  
if practicable in the circumstances, use reasonable best efforts to allow the   
other parties reasonable time to comment on such press release or public        
announcement in advance of its issuance.                                        

         3.2. REGULATORY FILINGS. (a) The parties will file or cause to be filed
as promptly as practicable with the United States Federal Trade Commission and  
the United States Department of Justice any supplemental information that may be
requested pursuant to the HSR Act. If applicable to the consummation of the     
transactions contemplated by this Agreement, Purchaser and Parent will each make
such filings and use their respective reasonable best efforts to obtain all     
Permits required by Law. The Stockholders will use their respective reasonable  
best efforts to cause the Company to make such filings and use their respective 
reasonable best efforts to obtain the governmental approvals referred to in     
SECTION 2.1.5, and Purchaser and Parent will each make such filings and use     
their respective reasonable best efforts to obtain the governmental approvals   
referred to in SECTION 2.2.3. All filings referred to in this SECTION 3.2(A)    
will comply in all material respects with the requirements of the respective    
Laws pursuant to which they are made.                                           

       (b) Without limiting the generality or effect of SECTION 3.2(A), each
of the parties will (i) use their respective reasonable best efforts to comply  
as expeditiously as possible with all lawful requests of Governmental           
Authorities for additional information and documents pursuant to the HSR Act,   
(ii) not (A) extend any waiting period under the HSR Act or (B) enter into any  
agreement with any Governmental Authority not to consummate the transactions    
contemplated by this Agreement or any Transaction Document, except with the     
prior consent of the Stockholder Representative, in the case of Parent and      
Purchaser, or Parent, in the case of any Stockholder or the Company, and (iii)  
cooperate with each other and use their respective reasonable best efforts to   
cause the lifting or removal of any temporary restraining order, preliminary    
injunction or other judicial or administrative order which may be entered into  
in connection with the transactions contemplated by this Agreement.             
Notwithstanding the foregoing or any other provision of this Agreement, in no   
event will Parent or Purchaser or any of their                                  

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Affiliates be required to divest, hold separate or otherwise limit, or enter    
into any agreement to divest, hold separate or otherwise limit, any of their    
respective assets or businesses or any portion of the business of the Company.  

    3.3. INJUNCTIONS. Without limiting the generality or effect of any
provision of SECTION 3.2 or ARTICLE IV, if any Governmental Authority having    
jurisdiction over any party issues or otherwise promulgates any injunction,     
decree or similar order prior to the Closing that prohibits the consummation of 
the transactions contemplated hereby, the parties will use their respective     
reasonable best efforts to have such injunction dissolved or otherwise          
eliminated as promptly as possible and, prior to or after the Closing, to pursue
the underlying litigation diligently and in good faith.                         

     3.4. SATISFACTION OF CONDITIONS. Without limiting the generality or
effect of any provision of ARTICLE IV, but subject to SECTION 3.2(B), prior to  
the Closing, each of the parties hereto will use his, her or its reasonable best
efforts with due diligence and in good faith to satisfy promptly all conditions 
required hereby to be satisfied by such party in order to expedite the          
consummation of the transactions contemplated hereby.                           

      3.5 CERTAIN COVENANTS. If the Closing occurs, without further action
(a) each Stockholder will comply with all of the provisions of the              
non-competition, severance, non-solicitation or other covenants or obligations  
to which a Stockholder is a party as of the date hereof or as of the Closing    
Date and which protect the interests or rights of the Company or any of its     
subsidiaries (collectively, "IP COVENANTS") for the longest of (a) the term of  
such IP Covenant, (b) five years from the date hereof, and (c) one year after   
the termination of such Stockholder's employment with the Company and its       
subsidiaries.                                                                   

      3.6. APPOINTMENT OF STOCKHOLDER REPRESENTATIVE. (a) Each Stockholder
hereby designates, appoints and authorizes the Stockholder Representative to    
serve as such Stockholder's exclusive representative and attorney-in-fact to    
make any and all decisions, grant or withhold any and all consents and waivers, 
give or accept any and all instructions and notices, and take any and all other 
actions as are contemplated to be taken by or on behalf of such Stockholder by  
the terms of this Agreement or any Transaction Document. The Stockholder        
Representative hereby accepts such appointment and agrees to be bound by the    
terms of this Agreement.                                                        

(b) Any decision or act of the Stockholder Representative will
constitute a decision or act of each and every Stockholder, and will be final,  
binding and conclusive upon each and every Stockholder. Parent and Purchaser may
conclusively rely upon any decision or act of the Stockholder Representative as 
being the decision or act of each and every Stockholder, and no Stockholder will
have the right to object, dissent, protest or otherwise contest the same.       

        (c) All fees, costs and expenses paid on behalf of the Stockholders by
the Stockholder Representative will be paid by the Stockholders in accordance   
with the percentages set forth on SCHEDULE 1.1.                                 

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       (d) Following the Transaction Closing, interest charges for advances,
if any, to the Company by Parent or its Affiliates will not be higher than the  
Reference Rate.                                                                 

      3.7. RESTRICTED ACTIVITIES. (a) Subject to the fiduciaries duties of
the parties, if any, during the Measuring Period, except as expressly           
contemplated by this Agreement, none of Parent, Purchaser or any of their       
Affiliates will, and each of them will cause any entity that becomes an assignee
of the Purchased Shares as permitted hereby not to, cause the Company to take   
any of the following actions without the prior written approval of the          
Stockholder Representative:                                                     

                 (i) sell, lease or otherwise dispose of a material portion of
  the assets or business of the Company or any material subsidiary
  thereof through a transaction or series of related transactions;

           (ii) enter into any line of business not related to the
    business then being conducted by the Company and its subsidiaries;

                  (iii) acquire the stock, assets or business of another Person;

(iv) change its name;                       

              (v) change any accounting policy, other than to the extent
required by law, rule or regulation;                          

        (vi) amend its certificate of incorporation or other
comparable governing documents or its bylaws;                 

            (vii) engage in any material transaction with Purchaser,
Parent or any of their respective affiliates;                 

                 (viii) hire or fire any employee of the Company or any of its
         subsidiaries other than the Chief Executive Officer (this covenant will
        not apply, however, to changes, if any, made to the composition of the
Company's Board of Directors); or                             

                (ix) effect any transaction (or series of transactions) that
 would result in a Change in Control other than the Transaction.

For purposes of this Agreement, a "CHANGE OF CONTROL" means (A) any             
consolidation or merger of the Company with or into any other corporation or    
corporations in which the holders of the Company's outstanding shares           
immediately before such consolidation or merger do not, immediately after such  
consolidation or merger, retain stock representing a majority of the voting     
power of the surviving corporation of such consolidation or merger or stock     
representing a majority of the voting power of a corporation that wholly owns,  
directly or indirectly, the surviving corporation of such consolidation or      
merger or (B) the sale, transfer or assignment of securities of the Company     
representing a majority of the voting power of all the Company's outstanding    

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voting securities by the holders thereof to an acquiring party other than       
beneficial owners of stock of Parent (or a subsidiary of such owner) in a single
transaction or series of related transactions.                                  

         (b) During the Measuring Period, Purchaser and Parent will, and each of
them will cause any entity that becomes an assignee of the Purchased Shares as  
permitted hereby to, vote their shares of common stock (and cause their         
Affiliates to vote their shares of common stock) of the Company in favor of the 
election of a designee by the Stockholder Representative.                       

        3.8. OPERATION OF THE BUSINESS. Subject to applicable fiduciary duties
of the parties, if any, except (a) for matters publicly disclosed by the Company
on or prior to the date hereof, (b) as expressly contemplated by this Agreement,
or (c) as otherwise consented to by Parent (on behalf of itself and Purchaser)  
in writing, prior to the Closing, the Stockholders will not cause the Company or
its subsidiaries to take any action that would result in the Company or its     
subsidiaries:                                                                   

(i) not keeping their respective businesses intact;           

        (ii) taking or permitting to be taken or doing or suffering to be done
anything other than in the ordinary course of their respective businesses as    
presently conducted;                                                            

      (iii) not carrying on their respective businesses in compliance with
all applicable Laws;                                                            

  (iv) not keeping intact their respective business organizations;

       (v) not preserving and maintaining the goodwill associated with their
respective businesses or their relationships with their respective officers,    
employees, clients, suppliers, licensors and others with whom they have a       
material relationship; or                                                       

       (vi) making any material changes in the operation of their respective
businesses.                                                                     

     3.9. INCENTIVE PLAN. If the Transaction Closing occurs, Parent will
cooperate with the Stockholder Representative to establish an equity or other   
incentive plan providing for incentives having such terms as are provided in    
documentation of such plan reasonably acceptable to Purchaser and Stockholders  
Representative, and the parties will cooperate and use reasonable best efforts  
to take, or cause to be taken, all appropriate action, and do, or cause to be   
done, all things necessary, proper or advisable to establish such incentive     
plan, including, if applicable, amending SCHEDULE 1.1 hereto in a manner        
reasonably acceptable to Purchaser and the Stockholder Representative to        
allocate a portion of the consideration otherwise payable to the Stockholders to
employees of the Company to be designated by the Stockholder Representative     
provided, such plan will not result in the reduction or increase of any amount  
payable pursuant to Section 1.2.                                                

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         3.10. SUBORDINATION OF LIENS. Subject to Section 4.2.2, if requested by
the holders of the liens described on SCHEDULE 1.1, Parent and Purchaser will   
enter into agreements reasonably acceptable to them to subordinate their        
interests in the Purchased Shares that are subject to such liens to the holders 
of such liens.                                                                  

 IV. THE CLOSING

       4.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER, PARENT AND THE
STOCKHOLDERS. The obligations of each of Purchaser, Parent and each Stockholder 
under this Agreement to consummate the transactions contemplated hereby will be 
subject to the satisfaction, at or prior to the Closing, of the following       
conditions:                                                                     

4.1.1. RESTRAINING ACTION. There shall not have been entered a
preliminary or permanent injunction, temporary restraining order or other       
judicial or administrative order or decree in any jurisdiction, the effect of   
which prohibits the Closing; and                                                

        4.1.2. HSR. The waiting period under the HSR Act shall have expired or
been terminated.                                                                

      4.2. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND
PARENT. The obligations of Purchaser and Parent under this Agreement to         
consummate the transactions contemplated hereby will be subject to the          
satisfaction, at or prior to the Closing, of all of the following conditions,   
any one or more of which may be waived at the option of Parent:                 

      4.2.1. NO MATERIAL MISREPRESENTATION OR BREACH. (a) There shall have
been no material breach by any Stockholder in the performance of any of the     
covenants herein to be performed by him, her or it in whole or in part prior to 
the Closing, (b) the representations and warranties of such Stockholder         
contained in this Agreement (i) that are not qualified as to materiality or     
material adverse effect shall be true and correct in all material respects and  
(ii) that are so qualified shall be true and correct, in each case on the date  
hereof and as of the Closing Date as if made anew on the Closing Date, except   
for representations or warranties made as of a specified date, which shall be   
true and correct in all material respects as of the specified date, and (c) the 
Stockholder Representative shall have delivered to Purchaser and Parent a       
certificate certifying each of the foregoing, dated as of the Closing Date and  
signed by each Stockholder;                                                     

       4.2.2. SURRENDER AND ISSUANCE OF CERTIFICATES. Each Stockholder shall
have delivered to Purchaser certificates representing his, her or its Purchased 
Shares, together with such other documents and instruments, if any, as may be   
necessary to permit Purchaser to acquire such Purchased Shares, free and clear  
of any and all Liens other than the Liens described on SCHEDULE 1.1 (as to which
the Lien holder shall have consented to the transactions contemplated hereby or 
taken other actions necessary for such transfer to be effective, or the number  
of Purchased Shares and correspondingly the Relevant % shall have been reduced  
to reflect the elimination from this Agreement of the shares of Company common  
stock subject to such Liens); and                                               

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   4.2.3. LITIGATION. No action, suit or proceeding shall be pending
against Parent, Purchaser, the Company or any of their respective Affiliates by 
or before any Governmental Authority which Parent determines after consultation 
with counsel presents a substantive risk of personal liability or expense based 
upon this Agreement or the transactions contemplated hereby.                    

4.3. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF THE    
STOCKHOLDERS. The obligations of the Stockholders under this Agreement to       
consummate the transactions contemplated hereby will be subject to the          
satisfaction, at or prior to the Closing, of all the following conditions, any  
one or more of which may be waived by the Stockholder Representative at its     
option:                                                                         

      4.3.1. NO MATERIAL MISREPRESENTATION OR BREACH. (a) There shall have
been no material breach by either Purchaser or Parent in the performance of any 
of the covenants herein to be performed by either of them in whole or in part   
prior to the Closing, (b) the representations and warranties of Parent and      
Purchaser contained in this Agreement (i) that are not qualified as to          
materiality or material adverse effect shall be true and correct in all material
respects and (ii) that are so qualified (if any) shall be true and correct, in  
each case on the date hereof and as of the Closing Date as if made anew on the  
Closing Date, except for representations or warranties made as of a specified   
date, which shall be true and correct in all material respects as of the        
specified date, and (c) an officer of each of Purchaser and Parent shall have   
delivered to the Stockholder Representative a certificate certifying each of the
foregoing, dated the Closing Date and signed by one of its officers to the      
foregoing effect; and                                                           

4.3.2. CLOSING PAYMENT. Purchaser shall have delivered to the 
Stockholders the CP in the manner specified in SECTION 1.6.                     

        4.3.3. OPINION. The Stockholders shall have received a written opinion
of Jones, Day, Reavis & Pogue, counsel for Parent and Purchaser, in the form    
attached hereto as SCHEDULE 4.3.3.                                              

   4.3.4. LITIGATION. No action, suit or proceeding shall be pending
against any Stockholder by or before any Governmental Authority which the       
Stockholder Representative determines after consultation with counsel presents a
substantive risk of personal liability or expense based upon this Agreement or  
the transactions contemplated hereby.                                           

4.4. THE CLOSING. Subject to the fulfillment or waiver of the 
conditions precedent specified in SECTIONS 4.1, 4.2 and 4.3, the consummation of
the purchase of the Purchased Shares (the "CLOSING") will take place on the     
business day after the conditions set forth in SECTIONS 4.1, 4.2 and 4.3 have   
been satisfied or such other date as the parties agree in writing to be the date
of the closing (the "CLOSING DATE"). The Closing will take place at 10:00 a.m., 
Eastern time, at the offices of Jones, Day, Reavis & Pogue, 599 Lexington       
Avenue, New York, NY 10022, or by the exchange of documents and instruments by  
mail, courier, telecopy and wire transfer to the extent mutually acceptable to  
the parties hereto.                                                             

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  4.5. TERMINATION. (a) Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated at any time prior to
the Closing:                                                                    

       (i) By the mutual written consent of Parent and the
Stockholder Representative;                                   

               (ii) By either Parent or the Stockholder Representative, if
      the Closing shall not have occurred on or before September 30, 2001,
        provided, however, that the right to terminate this Agreement pursuant
        to this SECTION 4.5(A) will not be available to any party whose breach
  of any provision of this Agreement results in the failure of the
Closing to occur by such time;                                

               (iii) By either Parent or the Stockholder Representative if
there shall have been entered a final, nonappealable order or 
         injunction of any Governmental Authority restraining or prohibiting the
      consummation of the transactions contemplated hereby or any material
part thereof;                                                 

              (iv) By Parent if any Stockholder shall have (i) failed to
       perform any obligation or to comply with any agreement or covenant of
   such Stockholder under this Agreement or (ii) breached any of its
        representations or warranties, in each case such that the condition in
        SECTION 4.2.1 would not be satisfied, which failure has not been cured
within ten calendar days of notice from Parent;               

                (v) By the Stockholder Representative if Parent or Purchaser
    shall have (i) failed to perform any obligation or comply with any
      agreement or covenant of Parent or Purchaser under this Agreement or
      (ii) breached any of its representations or warranties, in each case
        such that the condition in SECTION 4.3.1 would not be satisfied, which
         failure has not been cured within ten calendar days of notice from such
Stockholders; or                                              

  (b) In the event of the termination of this Agreement under this
SECTION 4.5, each party hereto will pay all of its own fees and expenses. There 
will be no further liability hereunder on the part of any party hereto if this  
Agreement is so terminated, except by reason of a prior breach of any           
representation, warranty or covenant contained in this Agreement.               

 V. SURVIVAL AND INDEMNIFICATION

         5.1. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Each of
the representations and warranties contained in ARTICLE II will survive the     
Closing and remain in full force and effect until the earlier of (i) May 14,    
2002 and (ii) the Transaction Closing, provided, however, that the              
representations and warranties contained in Sections 2.1.1, 2.1.2, 2.1.3 and    
2.2.1 will survive the Closing and remain in full force and effect for the      
period of the applicable statute of limitations. Any claim for indemnification  
with respect to any of such matters that is not asserted by a notice given as   
herein provided specifically identifying the particular breach underlying such  
claim and the facts and Indemnifiable Loss relating thereto within such         
specified period of survival may not be pursued and is hereby irrevocably       
waived.                                                                         

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        (b) All covenants contained in this Agreement will survive the Closing
and remain in effect indefinitely unless a specified period is otherwise set    
forth in this Agreement (in which event such specified period will control).    

      5.2. DEFINITIONS; LIMITATIONS ON LIABILITY. (a) For purposes of this
Agreement, (i) "INDEMNITY PAYMENT" means any amount of Indemnifiable Losses     
required to be paid pursuant to this Agreement, (ii) "INDEMNITEE" means any     
Stockholder Indemnified Party or Purchaser Indemnified Party, (iii)             
"INDEMNIFYING PARTY" means any Person required to provide indemnification under 
this Agreement, (iv) "INDEMNIFIABLE LOSSES" means any and all claims, demands,  
actions, suits or proceedings (by any Person, including without limitation any  
Governmental Authority), settlements and compromises relating thereto and       
reasonable attorneys' fees and expenses in connection therewith, losses,        
liabilities, damages, costs and expenses (other than indirect and punitive      
damages and other than consequential damages to the extent relating to decreases
in value of the business of the Company and lost profits), and (V) "THIRD PARTY 
CLAIM" means any claim, demand, action, suit or proceeding made or brought by   
any Person that is not a party to this Agreement or an Affiliate of a party to  
this Agreement.                                                                 

        (b) Notwithstanding any other provision hereof, (i) the liability of a
Stockholder under Section 5.3(a)(i) will not exceed the portion of the Purchase 
Price paid to him, her or it; (ii) no claim or claims for indemnification       
pursuant to Section 5.3(a)(i) may be asserted against a particular Stockholder  
unless the amount of the Indemnifiable Losses for which such Stockholder would  
otherwise be required to indemnify a Purchaser Indemnified Party exceeds        
$500,000 in the aggregate, provided, however, that this Section 5.2(b)(ii) will 
not apply to Indemnifiable Losses relating to, resulting from or arising out of 
a breach of representation or warranty of such Stockholder under Section 2.1.2, 
2.1.2 or 2.1.3, (iii) no claim or claims for indemnification pursuant to Section
5.3(b)(i) may be asserted against Parent or Purchaser unless the amount of the  
Indemnifiable Losses for which Parent or Purchaser would otherwise be required  
to indemnify a Purchaser Indemnified Party exceeds $500,000 in the aggregate,   
provided, however, that this Section 5.2(b)(iii) will not apply to Indemnifiable
Losses relating to, resulting from or arising out of a breach of representation 
or warranty of such Stockholder under Section 2.2.1, and (iv) no Stockholder    
shall be liable under Section 5.3(a)(i) for any breach of a representation or   
warranty in Section 2.1.7 or 2.1.8 except to the extent of his pro-rata share of
Indemnifiable Losses related thereto (determined based on his pro-rata share of 
any payments made pursuant to Section 1.2).                                     

       (c) Notwithstanding anything to the contrary in this Article V, in no
event will any Indemnified Party have any claim for indemnification under this  
Article V for Indemnifiable Losses relating to, resulting from or arising out of
any claims, actions, suits or proceedings by any third parties against any      
Stockholder Indemnified Party, Purchaser Indemnified Party or the Company       
arising out of this Agreement or the transactions contemplated hereby (except to
the extent relating to, resulting from or arising out of any breach of a        
representation, warranty or covenant of the Indemnifying Party other than the   
representations and warranties contained in Section 2.1.7 or 2.1.8).            

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         (d) None of the limitations set forth in this SECTION 5.2 will apply to
any Indemnifiable Losses incurred by (i) a Purchaser Indemnified Party that     
relate, directly or indirectly, to (A) any fraudulent acts committed by any     
Stockholder Indemnified Party and (B) the obligations of the Stockholders to pay
certain expenses as set forth herein or (ii) a Stockholder Indemnified Party    
that relate, directly or indirectly, to any fraudulent acts committed by any    
Purchaser Indemnified Party and (B) the obligations of Parent and Purchaser to  
pay certain expenses as set forth herein.                                       

      5.3. INDEMNIFICATION. (a) Subject to SECTIONS 5.1, 5.2 and 5.4, each
Stockholder will severally and not jointly indemnify, defend and hold harmless  
Parent, Purchaser and their respective Affiliates and their respective          
directors, officers, partners, members, managers, employees, agents and         
representatives (including without limitation any predecessor or successor to   
any of the foregoing) (collectively, the "PURCHASER INDEMNIFIED PARTIES") from  
and against any and all Indemnifiable Losses relating to, resulting from or     
arising out of:                                                                 

                (i) Any breach by any Stockholder of any of their respective
representations or warranties contained in this Agreement ;   

              (ii) Any breach by any Stockholder of any covenant of such
Stockholder in this Agreement; and                            

                (iii) Any indebtedness, pledge or lien described on SCHEDULE
        1.1 (such indemnity obligation to be solely from the Stockholder whose
   shares of Company common stock are affected by such indebtedness,
pledge or lien).                                              

Parent and Purchaser may at their option offset any Indemnifiable Loss payable  
by a Stockholder under Section 5.3(a)(iii) against any payment finally          
determined pursuant to Section 1.2 to be due to such Stockholder under Section  
1.2 and upon such offset such Stockholder's obligation under Section 5.3(a)(iii)
will be deemed satisfied to the extent of the offset. Each Stockholder will     
promptly notify Parent of any default or event of default under the terms of the
indebtedness of such Stockholder described on SCHEDULE 1.1 and hereby authorizes
Parent and Purchaser to repay such indebtedness at any time following a default 
or event of default thereunder.                                                 

        (b) Subject to SECTIONS 5.1, 5.2 and 5.4, each of Purchaser and Parent
will jointly and severally indemnify, defend and hold harmless the Stockholders 
and their respective Affiliates and their respective directors, officers,       
partners, members, managers, employees, agents and representatives (including   
without limitation any predecessor or successor to any of the foregoing)        
(collectively, the "STOCKHOLDER INDEMNIFIED PARTIES") from and against any and  
all Indemnifiable Losses relating to, resulting from or arising out of:         

       (i) Any breach by Purchaser or Parent of any of the
        representations or warranties of Purchaser or Parent contained in this
Agreement; and                                                

             (ii) Any breach by Purchaser or Parent of any covenant of
Purchaser or Parent in this Agreement.                        

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      5.4. DEFENSE OF CLAIMS. (a) If any Indemnitee receives notice of the
assertion or commencement of any Third Party Claim against such Indemnitee with 
respect to which an Indemnifying Party is obligated to provide indemnification  
under this Agreement, the Indemnitee will give such Indemnifying Party          
reasonably prompt written notice thereof, but in any event not later than 30    
calendar days after receipt of such notice of such Third Party Claim. Such      
notice by the Indemnitee will describe the Third Party Claim in reasonable      
detail, will include copies of all material written evidence thereof and will   
indicate the estimated amount, if reasonably practicable, of the Indemnifiable  
Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party
will have the right to participate in or, by giving written notice to the       
Indemnitee, to assume, the defense of any Third Party Claim at such Indemnifying
Party's own expense and by such Indemnifying Party's own counsel (reasonably    
satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith
in such defense.                                                                

      (b) If, within 20 calendar days after giving notice of a Third Party
Claim to an Indemnifying Party pursuant to SECTION 5.4(A), an Indemnitee        
receives written notice from the Indemnifying Party that the Indemnifying Party 
has elected to assume the defense of such Third Party Claim as provided in the  
last sentence of SECTION 5.4(a), the Indemnifying Party will not be liable for  
any legal expenses subsequently incurred by the Indemnitee in connection with   
the defense thereof; provided, however, that if the Indemnifying Party fails to 
take reasonable steps necessary to defend diligently such Third Party Claim     
within ten calendar days after receiving written notice from the Indemnitee that
the Indemnitee believes the Indemnifying Party has failed to take such steps,   
the Indemnitee may assume its own defense, and the Indemnifying Party will be   
liable for all reasonable costs or expenses paid or incurred in connection      
therewith. Without the prior written consent of the Indemnitee, the Indemnifying
Party will not enter into any settlement of any Third Party Claim that would    
lead to liability or create any financial or other obligation on the part of the
Indemnitee for which the Indemnitee is not entitled to indemnification          
hereunder. If a firm offer is made to settle a Third Party Claim without leading
to liability or the creation of a financial or other obligation on the part of  
the Indemnitee for which the Indemnitee is not entitled to indemnification      
hereunder and the Indemnifying Party desires to accept and agree to such offer, 
the Indemnifying Party will give written notice to the Indemnitee to that       
effect. If the Indemnitee fails to consent to such firm offer within ten        
calendar days after its receipt of such notice, the Indemnitee may continue to  
contest or defend such Third Party Claim and, in such event, the maximum        
liability of the Indemnifying Party as to such Third Party Claim will not exceed
the amount of such settlement offer.                                            

    (c) Any claim by an Indemnitee on account of an Indemnifiable Loss
which does not result from a Third Party Claim (a "DIRECT CLAIM") will be       
asserted by giving the Indemnifying Party reasonably prompt written notice      
thereof, but in any event not later than 30 calendar days after the Indemnitee  
becomes aware of such Direct Claim. Such notice by the Indemnitee will describe 
the Direct Claim in reasonable detail, will include copies of all material      
written evidence thereof and will indicate the estimated amount, if reasonably  
practicable, of the Indemnifiable Loss that has been or may be sustained by the 
Indemnitee. The Indemnifying Party will have a period of 30 calendar days within
which to respond in writing to such Direct Claim. If the Indemnifying Party     

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does not so respond within such 30 calendar day period, the Indemnifying Party  
will be deemed to have rejected such claim, in which event the Indemnitee will  
be free to pursue such remedies as may be available to the Indemnitee on the    
terms and subject to the provisions of this Agreement.                          

 (d) A failure to give timely notice or to include any specified
information in any notice as provided in SECTIONS 5.4(A), 5.4(B) or 5.4(C) will 
not affect the rights or obligations of any party hereunder except and only to  
the extent that, as a result of such failure, any party which was entitled to   
receive such notice was deprived of its right to recover any payment under its  
applicable insurance coverage or was otherwise prejudiced as a result of such   
failure.                                                                        

        (e) If the amount of any Indemnifiable Loss, at any time subsequent to
the making of an Indemnity Payment, is reduced by recovery, settlement or       
otherwise under or pursuant to any insurance coverage, or pursuant to any claim,
recovery, settlement, rebate or other payment by or against any other Person,   
the amount of such reduction, less any costs, expenses, premiums or taxes       
incurred in connection therewith, will promptly be repaid by the Indemnitee to  
the Indemnifying Party. Upon making any Indemnity Payment the Indemnifying Party
will, to the extent of such Indemnity Payment, be subrogated to all rights of   
the Indemnitee against any third Person in respect of the Indemnifiable Loss to 
which the Indemnity Payment relates; provided, however, that (i) the            
Indemnifying Party shall then be in compliance with its obligations under this  
Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee   
recovers full payment of its Indemnifiable Loss, any and all claims of the      
Indemnifying Party against any such third Person on account of said Indemnity   
Payment will be subrogated and subordinated in right of payment to the          
Indemnitee's rights against such third Person. Without limiting the generality  
or effect of any other provision hereof, each such Indemnitee and Indemnifying  
Party will duly execute upon request all instruments reasonably necessary to    
evidence and perfect the above-described subrogation and subordination rights.  

VI. MISCELLANEOUS PROVISIONS

         6.1 NOTICES. All notices and other communications required or permitted
hereunder will be in writing and, unless otherwise provided in this Agreement,  
will be deemed to have been duly given when delivered in person or when         
dispatched by telegram or electronic facsimile transfer (confirmed in writing by
mail simultaneously dispatched) or one business day after having been dispatched
by a nationally recognized overnight courier service to the appropriate party at
the address specified below or to such other address or addresses as any such   
party may from time to time designate as to itself by like notice:              

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If to Parent or Purchaser, to:              

Seneca Investments LLC    
437 Madison Avenue        
New York, New York  10022 
 Facsimile No.: 212-415-3369
    Attention:  Michael P. Tierney
with a copy to:                             

Jones, Day, Reavis & Pogue
      599 Lexington Avenue, 32nd Floor
New York, New York  10022 
 Facsimile No.: 212-755-7306
Attention:  Lyle G. Ganske

                 If to a Stockholder or to the Stockholder Representative, to:

AGENCY.COM Ltd.           
20 Exchange Place         
New York, New York  10005 
 Facsimile No.: 212-358-2604
Attention:  Chan Suh      

with a copy to:                             

James Imbriaco            
AGENCY.COM Ltd.           
20 Exchange Place         
New York, New York  10005 
 Facsimile No.: 212-358-2604

and                                         

     Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor 
New York, NY  10019       
 Telephone No.: 212-581-1600
 Facsimile No.: 212-586-7878
 Attention:  Ernest Wechsler

       6.2. EXPENSES. Except as otherwise expressly provided herein, each of
the parties hereto shall pay his, her or its own expenses relating to the       
transactions contemplated by this Agreement and the Transaction Documents,      
including without limitation the fees and expenses of his, her or its respective
counsel, financial advisors and accountants.                                    

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      6.3. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective successors (and,
in the case of any Stockholder that is an individual, their respective          
executors, heirs and legal representatives) and permitted assigns, but will not 
be assignable or delegable by any party without the prior written consent of    
Parent and Stockholder Representative.                                          

       6.4. WAIVER. Either Parent (on behalf of itself and Purchaser) or the
Stockholder Representative (on behalf of himself and the other Stockholders), by
written notice to the other may (a) extend the time for performance of any of   
the obligations or other actions of the other under this Agreement, (b) waive   
any inaccuracies in the representations or warranties of the other contained in 
this Agreement, (c) waive compliance with any of the conditions or covenants of 
the other contained in this Agreement, or (d) waive or modify performance of any
of the obligations of the other under this Agreement. Except as provided in the 
immediately preceding sentence, no action taken pursuant to this Agreement will 
be deemed to constitute a waiver of compliance with any representations,        
warranties or covenants contained in this Agreement. Any waiver of any term or  
condition will not be construed as a subsequent waiver of the same term or      
condition, or a waiver of any other term or condition of this Agreement. No     
failure or delay of any party in asserting any of its rights hereunder will     
constitute a waiver of any such rights.                                         

    6.5. ENTIRE AGREEMENT. This Agreement (including the Schedules and
Exhibits hereto) and the Transaction Documents supersede any other agreement,   
whether written or oral, that may have been made or entered into by any party or
any of their respective Affiliates (or by any director, officer or              
representative thereof) prior to the date hereof relating to the matters        
contemplated hereby. This Agreement (together with the Schedules and Exhibits   
hereto) and the Transaction Documents constitute the entire agreement by and    
among the parties hereto and there are no agreements or commitments by or among 
such parties or their Affiliates except as expressly set forth herein and       
therein.                                                                        

     6.6. AMENDMENTS, SUPPLEMENTS, ETC. This Agreement may be amended or
supplemented at any time by additional written agreements as may mutually be    
determined by Parent (without the joinder of Purchaser) and the Stockholder     
Representative (without the joinder of any other Stockholder) to be necessary,  
desirable or expedient to further the purposes of this Agreement or to clarify  
the intention of the parties hereto. This Agreement may be amended by the       
consent of the Stockholder Representative (without the joinder of any other     
Stockholder) and Parent (without the joinder of Purchaser) to permit other      
stockholders of the Company to become parties hereto.                           

   6.7. RIGHTS OF THE PARTIES. Except as provided in ARTICLE V or in
SECTION 6.3, nothing expressed or implied in this Agreement is intended or will 
be construed to confer upon or give any Person other than the parties hereto and
their respective Affiliates any rights or remedies under or by reason of this   
Agreement or any transaction contemplated hereby.                               

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       6.8. APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a)
This Agreement and the legal relations among the parties hereto will be governed
by and construed in accordance with the substantive Laws of the State of New    
York, without giving effect to the principles of conflict of laws thereof.      

    (b) Each party hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the New York state    
court located in the Borough of Manhattan, City of New York or the United States
District for the Southern District of New York (as applicable, the "NEW YORK    
COURT"), and any appellate court from any such court, in any suit, action or    
proceeding arising out of or relating to this Agreement or any Transaction      
Document, or for recognition or enforcement of any judgment resulting from any  
such suit, action or proceeding, and each party hereby irrevocably and          
unconditionally agrees that all claims in respect of any such suit, action or   
proceeding may be heard and determined in the New York Court.                   

         (c) It will be a condition precedent to each party's right to bring any
such suit, action or proceeding that such suit, action or proceeding, in the    
first instance, be brought in the New York Court (unless such suit, action or   
proceeding is brought solely to obtain discovery or to enforce a judgment), and 
if each such court refuses to accept jurisdiction with respect thereto, such    
suit, action or proceeding may be brought in any other court with jurisdiction. 

(d) No party may move to (i) transfer any such suit, action or
proceeding from the New York Court to another jurisdiction, (ii) consolidate any
such suit, action or proceeding brought in the New York Court with a suit,      
action or proceeding in another jurisdiction unless such motion seeks solely and
exclusively to consolidate such suit, action or proceeding in the New York      
Court, or (iii) dismiss any such suit, action or proceeding brought in the New  
York Court for the purpose of bringing or defending the same in another         
jurisdiction.                                                                   

      (e) Each party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, (i) any objection which it 
may now or hereafter have to the laying of venue of any suit, action or         
proceeding arising out of or relating to this Agreement in the New York Court,  
(ii) the defense of an inconvenient forum to the maintenance of such suit,      
action or proceeding in the New York Court, and (iii) the right to object, with 
respect to such suit, action or proceeding, that such court does not have       
jurisdiction over such party. Each party irrevocably consents to service of     
process in any manner permitted by law. Notwithstanding the foregoing, this     
SECTION 6.8 will not apply to any suit, action or proceeding by a party seeking 
indemnification or contribution pursuant to this Agreement or otherwise in      
respect of a suit, action or proceeding against such party by a third party if  
such suit, action or proceeding by such party seeking indemnification or        
contribution is brought in the same court as the suit, action or proceeding     
against such party.                                                             

      6.9. TITLES AND HEADINGS. Titles and headings to Sections herein are
inserted for convenience of reference only, and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.                   

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    6.10. CERTAIN INTERPRETIVE MATTERS AND DEFINITIONS. (a) Unless the
context otherwise requires, (i) all references to Sections, Schedules or        
Exhibits are to Sections, Schedules or Exhibits of or to this Agreement, (ii)   
each term defined in this Agreement has the meaning assigned to it, (iii) each  
accounting term not otherwise defined in this Agreement has the meaning assigned
to it in accordance with GAAP, (iv) "OR" is disjunctive but not necessarily     
exclusive, (v) words in the singular include the plural and VICE VERSA, (vi) the
term "AFFILIATE" has the meanings given to those terms in Rule 12b-2 of         
Regulation 12B under the Exchange Act, (vii) all references to "$" or dollar    
amounts will be to lawful currency of the United States of America, (viii) "TO  
THE KNOWLEDGE" of any Person means, when referring to an individual, the actual 
knowledge of such individual, and when referring to any other Person, means the 
actual knowledge of such Person's directors and officers, in each case without  
undertaking any specific investigation for purposes of making any representation
or warranty in this Agreement, (ix) "PERSON" means an individual, corporation,  
partnership, limited liability company, joint venture, association, trust,      
unincorporated organization or other entity, (x) "MATERIAL ADVERSE EFFECT" means
any event or circumstance that alone or in conjunction with all other events or 
circumstances would reasonably be expected to result in a material adverse      
effect on the business of the Company and its subsidiaries or the consolidated  
financial condition or results of operations or prospects of the business of the
Company and its subsidiaries, in each case taken as a whole, or that would      
prevent or materially delay the consummation of the transactions contemplated by
this Agreement or the performance of the parties hereunder, and (xi) "REFERENCE 
RATE" means the interest rate charged from time to time by Omnicom Finance Inc. 
to wholly owned subsidiaries of Omnicom Group Inc.                              

        (b) No provision of this Agreement will be interpreted in favor of, or
against, any of the parties hereto by reason of the extent to which any such    
party or its counsel participated in the drafting thereof or by reason of the   
extent to which any such provision is inconsistent with any prior draft hereof. 

        6.11. NO STRICT CONSTRUCTION. The language used in this Agreement will
be deemed to be the language chosen by the Stockholders, Parent and Purchaser to
express their mutual intent, and no rule of strict construction will be applied 
against any party hereto.                                                       

  6.12. COUNTERPARTS. This document may be executed in one or more
separate counterparts, each of which, when so executed, will be deemed to be an 
original. Such counterparts will together constitute one and the same           
instrument. This Agreement may be executed by facsimile signatures.             

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.                                               

          SENECA INVESTMENTS LLC

                     By:        /s/ MICHAEL P. TIERNEY
                                       -----------------------------------------
                                 Chief Executive Officer

                         E-SERVICES INVESTMENTS AGENCY SUB LLC

           By:    Communicade LLC,
                     its managing member

                              By:  SENECA INVESTMENTS LLC,
                               its managing member

                     By:        /s/ MICHAEL P. TIERNEY
                                       -----------------------------------------
                                 Chief Executive Officer

     THE STOCKHOLDERS:

/s/ CHAN SUH
                                  ----------------------------------------------
Chan Suh    

    /s/ KYLE SHANNON
                                  ----------------------------------------------
Kyle Shannon

     /s/ KENNETH TRUSH
                                  ----------------------------------------------
 Kenneth Trush

28

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		12/31/06		5
		12/31/05		5
		12/31/04		5
		12/31/03		5
		12/31/02		5
		5/14/02		19
		9/30/01		19
Filed on:		5/15/01							10-Q
		5/14/01		1		12			SC 13D,  SC 13G
		3/31/01		6		10			10-K405,  10-Q
		12/31/00		10					10-K405
									List all Filings