By the Order and Final Judgment dated October 15, 2003, the Settlement as set forth in the Stipulation is approved as fair, reasonable and adequate, and in the best interest of the Class. The company's insurer will cover substantially all of the $550,000 in total settlement costs. The action is dismissed with prejudice and without costs as against the OPUS360 defendants, the Underwriter defendants, Carlos Cashman, Safeguard Scientifics, CompusCom Systems, Admiral, Artemis, Artemis Management Systems, Proha, and each of their past or present subsidiaries, as further set forth in this document signed by Judge John G. Koeltl.

According to an article dated April 21, 2003, Vol. 5, No. 77, in October 2001, the Company and all other defendants filed motions to dismiss the amended complaint. By Opinion and Order dated October 2, 2002, the court granted all of the motions and dismissed the amended complaint, but granted plaintiffs leave to serve a second consolidated amended class action complaint. On October 30, 2002, plaintiffs served their second amended complaint, which contains allegations similar to those in the amended complaint. The defendants, including the Company, moved to dismiss the second amended complaint on December 31, 2002. Briefing on defendants' motion to dismiss the second amended complaint is scheduled for completion by April 25, 2003. In the interim, the parties have reached an agreement in principle to settle all claims asserted and that could have been asserted in this litigation. Under the terms of the proposed settlement, which is still subject to further documentation and court approval, most of the settlement proceeds would be paid by the insurance carrier pursuant to the Company's D&O coverage, and the Company would pay an immaterial amount.

The original Complaint alleges that the Prospectus and Registration Statement filed with the SEC and distributed to OPUS investors was false and misleading and failed to disclose, among other things, that OPUS XCHANGE, one of its flagship products did not work as claimed and contained fatal flaws. The Complaint also charges that the Registration Statement distributed in connection with OPUS' IPO failed to disclose that it would be necessary for OPUS to complete a secondary financing within 12 months of the IPO. It also alleges that OPUS' disclosures regarding its financing needs and ability to maintain its planned growth rate were misleading to investors.