The new Sarbanes-Oxley Accounting/Corporate Responsibility legislation contains a two-day Form 4 filing requirement which becomes effective for transactions occurring on or after August 29, 2002. Formerly, Form 4 was filed ten calendar days after the end of the month in which the reportable transaction occurred. Given the new accelerated reporting requirements, we recommend that the company adopt a new form of corporate securities compliance procedure and the execution of a power of attorney by the company's reporting persons, as set forth herein.

Covered Persons

The new filing requirement applies to all Section 16 reporting persons (including family members and others in your household), the very same people that are now subject to Section 16.

Covered Transactions

In addition to purchases and sales, the two-day requirement applies to many transactions that formerly were reportable after the end of the fiscal year, on Form 5, including stock and option grants, restricted stock grants, and most other equity compensation transactions. It is anticipated that the SEC will allow some of these transactions to be reported on a deferred basis, but not more than perhaps a week after the transaction occurs. A very limited number of transactions still will be reportable on Form 5 at the end of the company's fiscal year, including gifts, inheritances, and certain purchases (which, when combined with other purchases in the preceding six months, amount to less than $10,000).

Sanctions

Any late or delinquent Form 4 filings are required to be reported in the company's proxy statement in a separate captioned section, naming the delinquent filers. The SEC has been granted broad authority by the new legislation to seek "any equitable relief that may be appropriate or necessary for the benefit of investors" for violations of any provisions of the securities laws.

Suggested New Compliance Procedures

To ensure compliance with the new accelerated reporting requirements and to help prevent in advance any inadvertent violations of the federal securities laws, and to avoid even the appearance of trading on inside information, we suggest that the company implement the following:

Directors and executive officers of the company and any other persons designated by the company, after consultation with counsel, as being subject to the company's pre-clearance procedures, together with their family members, may not engage in any transaction involving the company's securities (including a stock plan transaction such as an option exercise, a gift, a loan or pledge or hedge, a contribution to a trust, or any other transfer) without first obtaining pre-clearance of the transaction from our law firm. A request for pre-clearance should be submitted to Theodore Wm. Tashlik, Martin M. Goldwyn or Lynn Steinberg at least two days in advance of the proposed transaction, and will then determine whether the transaction may proceed and, if so, assist in complying with the new reporting requirements.

Because the risk of inadvertent Form 4 filing violations is so high and because public scrutiny has been heightened, we will be sending you periodic preventive Reminders and Alerts during the course of the year.

Power of Attorney

In order to enable the company to prepare and file the Forms 4 on a timely basis, it is imperative that you sign and return immediately the enclosed power of attorney. The power of attorney will allow us to file a Form 4 and Form 5 on your behalf. Filings will be made electronically using the SEC's EDGAR System.

Any person who has a question about this memorandum or its application to any proposed transaction may obtain additional guidance from us.