By the Final Order and Final Judgment dated July 8, 2002, the Court approves the settlement and the plan of allocation as fair, reasonable and adequate. The action is dismissed with prejudice and the case is terminated. The Court further entered the Order granting the plaintiffs’ application for attorney fees. The plaintiffs’ counsel are awarded attorneys’ fees in the amount of 33 1/3% of the settlement fund ($2,700,000) and reimbursement expenses in the amount of $128,949.40 together with interest earned. The representative plaintiffs Ronald Hedgecock, James Arbona and George Klein are also awarded $5,000 each from the settlement fund.

The original Complaint charges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10-b(5). The action arises from damages incurred by the Class as a result of a scheme and common course of conduct by defendants which operated as a fraud and deceit on the Class during the Class Period. Defendants' scheme included rendering false and misleading statements and/or omissions concerning the present and future financial condition and business prospects of the Company, as well as the financial benefits that would enure to 2TheMart and its shareholders.