On October 27, 1998, the parties filed the Stipulation and Order of Settlement providing for the complaint to be dismissed with prejudice as to the claims of named plaintiff Carol E. Tafuri, trustee for the Joseph C. and Carol E. Tafuri Trust, and without prejudice as to the claims of the putative class members. The Stipulation is approved terminating the case.

The original complaint was filed alleging violations of Sections 10(b) and 20 of the Securities Exchange Act of 1934 by, among other things, misrepresenting material information concerning the Company's Long-Term Incentive Plan (the "Plan"). The Company concealed the fact that plaintiff and the class would forfeit their stock options upon death, disability or retirement. In contrast to the harsh forfeiture policy imposed upon plaintiff and the class, defendants' stated practice was to permit executive officers, including the chief executive
officer, to exercise their options upon death, disability or retirement. Plaintiff alleges that because of Defendants' actions, Plaintiff and the Class have lost and continue to lose thousands of shares of valuable stock options, which they relied upon in planning for their financial future.

NOTE: This action was on behalf of all former and "key employees" as of May 14, 1997 and other individuals whose Nonstatutory Stock Options granted pursuant to the Company's Long Term Incentive Plan (the "Plan") were "forfeited" due to death, disability or retirement.