May 16, 2000

James D. Dati, Esq. Bond, Schoeneck & King, LLP One Lincoln Center Syracuse, NY 13202-
1355

Re: WebWisdom.com, LLC - Geoffrey Fox

Dear Jim:

I have your letter of May 8th and I am confused by the tone and content of that
letter.  Frankly, I don't understand "the problem" which your letter fails to identify
in referring to conflicts of interest on the part of Dr. Fox and your claim of Dr. Fox
advancing his personal interest to the detriment of the company under the License
Agreement.

I have been endeavoring for the past several months to clarify just what technology
has been licensed by Syracuse University to WebWisdom.com.  You must know that around
the end of last year, a proposed amendment was drafted identifying what "licensed
technologies" meant in the agreement.  Dr. Fox does not know if that amendment was
ever signed by the parties.  His letters subsequent to his review of the License
Amendment were merely an effort to clarify that his research was not covered by the
License Agreement.  Thus there was the request that the Amendment to the License
differentiate items reduced to practice from current active research.  It was felt
that was a reasonable approach and one that reflected WebWisdom.com's goal of
commercial exploitation of the "licensed technology".

Dr. Fox has made major contributions to WebWisdom.com.  His contributions among
others, include full support of the Tango Group for the four years or more through the
end of 1999 using NPAC as a vehicle.  Beginning this year, Dr. Fox was only able to
give partial support to the Tango Group as funding for NPAC was reduced.  Further,
during all this time, Dr. Fox devoted some 50% of his time to the WebWisdom.com
technologies in many areas such as architecture, software, use in teaching,
presentations, and exhibits. Even when he decided to move from Syracuse University, in
all his discussions he pursued opportunities for the Tango group and indeed offered
them positions at Florida State. He understands that this turned out not to be as
attractive as other possibilities for the Tango group but this surely demonstrates
that in all his actions he has tried to be sensitive to providing opportunities for
WebWisdom.com.

After some early confusion, it became clear to Dr. Fox that WebWisdom.com now wishes
to develop the products and the company according to a different drummer and he has
tried to retarget his research to accommodate your goals.

In order to avoid any conflict with the licensed technology that WebWisdom.com holds,
you should be aware that Dr. Fox has arranged with his sponsors that there will be no
use of software produced by the Tango Group in his future research.  At the current
time, Dr. Fox believes that his research does not involve any software licensed by
WebWisdom.com.  Given the investment in time and money ($5-10M), this appears to be a
significant step in allowing WebWisdom.com to move in whatever direction it wants
unfettered by any constraint from Dr. Fox or from his sponsors who funded the Tango
Group.

Thus Dr. Fox doesn't see what more he can do to help WebWisdom.com, and his steps have
been designed very consistently to remove any actual or perceived conflict of
interest.

Having said all that, we agree that it would be good to clarify all aspects of the
situation and understood that was Syracuse University's desire as well.

We will consider any reasonable steps that will produce long-term clarity with
everyone free to pursue their goals without interference.  We would be happy to meet
with you and the principals of Syracuse University and WebWisdom.com in order to
accomplish this goal.

In that regard, I have copied this letter to Syracuse and Florida State Universities
because in many areas Dr. Fox has to respect academic traditions and the special
wishes and rules of these organizations.  We look forward to a mutually agreeable
discussion.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc cc:	Karin Carey, Director Prof. Benjamin Ware John Fraser, Director

CERTAIN ATTORNEYS IN OUR FIRM ARE ALSO LICENSED TO PRACTICE IN:  CT DC DE FL MA NJ &
PA

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

May 16, 2000 Page 3