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PROPOSAL TO RATIFY THE PRIOR GRANT OF OPTIONS TO EACH OF THECOMPANY'S DIRECTORS TO PURCHASE 250,000 SHARES OF COMMON STOCK On March 3, 1997 (the "Grant Date"), the Board of Directors approved a grant of an option ("Option") to each of the Company's Directors, Messrs. Paulson, McComas and Richey, to purchase 250,000 shares of Common Stock in consideration of the fact that services to the Company by such directors have exceeded and are expected to continue to exceed the duties of a typical corporate director. Although stockholder ratification of the Options is not required, the Board of Directors believes it is appropriate to request such ratification. Pursuant to the terms of each Option, each Director was granted an option to purchase 250,000 shares of Common Stock at an exercise price per share of $3.375, the closing price of the Common Stock on the business day of the Grant Date. The text of the Option is attached hereto as Exhibit A. The material features of each Option are discussed below, but the description is subject to, and is qualified entirely by, the full text of the Option as attached hereto and as modified solely to account for the names of the individual Directors and their respective Option exercise terms as set forth below. The Options become exercisable in 50,000 share increments commencing April 9, 1997 and on each anniversary thereafter. In addition, the Options for Messrs. Paulson and McComas provide that a 50,000 share increment became exercisable on the Grant Date. Notwithstanding the foregoing, the Options become fully exercisable immediately upon a change in control of the Company. The Options expire upon the sooner to occur of (i) March 2, 2007 with respect to Messrs. Paulson and McComas and April 8, 2007 with respect to Mr. Richey or (ii) 90 days after the end of the Option holder's status as a Director of the Company. Each exercisable portion of the Option may be exercised in whole or in part at any time prior to its expiration by delivery of a written notice of exercise to the Secretary of the Company. The purchase price for shares of Common Stock subject to each Option must be paid in full at the time the Option is exercised. The Options may not be transferred, assigned or pledged by a Director, other than by will or the laws of descent and distribution unless Board approval is obtained, and is exercisable during each Director's lifetime only by him or his legal representative, guardian or Board approved assignee. If the stockholders do not ratify the prior grant of options to each of the Company's Directors by the affirmative vote of the holders of a majority of votes cast by the shares represented in person or by proxy at the Annual Meeting, the Board of Directors will investigate the reasons for stockholder rejection and will reconsider such prior grant. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE PRIOR GRANT OF OPTIONS TO THE COMPANY'S DIRECTORS