Revised letters follow. Please review and advise. CHS
January 19, 2000

Mr. Benjamin Ware

Vice-President for Research

Syracuse University

304 Tolley Administration Building

Syracuse, NY 13244-1100

Re: Dr. Geoffrey Fox

Dear Mr. Ware:

This office represents Dr. Geoffrey Fox and is assisting him in making an orderly and amicable transition from Syracuse University.

As you know from your recent communications with Dr. Fox, he is concerned about positions taken by WebWisdom.com and possible irregularities in its dealing with NPAC and NPAC personnel. Of great concern to Dr. Fox is an apparent attempt via trademark claims to have Dr. Fox rewrite past published scholarships and the impact such claims have on current research projects. The position taken by WebWisdom.com could be detrimental to the professional reputation of Dr. Fox, NPAC and Syracuse University.

The proposed amendment to the license between Syracuse University and WebWisdom.com and the original license agreement is vague as to trademarks and Dr. Fox feels that before any agreement is executed, the current status and claims by all parties should be reviewed and a clear understanding reached by all parties.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc

cc: Dr. Geoffrey Fox

January 21, 2000

Drs. Marek Podgorny and

Roman Markowski

General Managers

WebWisdom.com, LLC

216 Wellington Road

DeWitt, NY 13214

Gentlemen:

This office represents Dr. Geoffrey C. Fox and we have reviewed your letter to him dated January 10, 2000 where you claim you have accepted his resignation as a General Manager per the Operating Agreement for WebWisdom.com, effective as of December 28, 1999.

As Dr. Fox explained to you in a subsequent email responding to your letter, no statement was made either on October 27th or October 28th, 1999 indicating that he was resigning as a General Manager of WebWisdom.com, LLC. The communication in October merely opened up for discussion a review of Dr. Fox's status with WebWisdom.com. Therefore, the claim that Dr. Fox has resigned as a General Manager is rejected.

Under the Operating Agreement for WebWisdom.com, provisions are made for meetings of the General Managers to be held on ten-days' written notice to the others and such notice shall specify the purpose for which a meeting is being called.

Dr. Fox has not been informed that any meetings of the General Managers have been held and, indeed, has not been consulted since August on any of the management affairs of WebWisdom.com. Dr. Fox wishes to be apprised of any meetings of the General Managers so that he may make arrangements to attend and participate in these meetings.

In connection with Dr. Fox's continuing role as a General Manager of WebWisdom.com, Dr. Fox understands that there are currently negotiations with Syracuse University concerning WebWisdom's license agreement and Dr. Fox wants to participate as a General Manager in those negotiations.

In addition, you have mentioned to Dr. Fox that it is your belief that the forfeiture provisions of paragraph 9.1(c) of the Operating Agreement are now applicable to his membership interest in the company. That is not the case. Dr. Fox has not terminated his employment relationship with NPAC at Syracuse University nor has he withdrawn from the company. In fact, as you know, there are no employees of NPAC but Dr. Fox continues as Director of NPAC and is currently an employee of Syracuse University. Beginning on or about April 1st, Dr. Fox will be taking a leave of absence from Syracuse University but will continue as a faculty member for a period of at least two years under an arrangement that has been confirmed by Dean Bogucz of the Engineering School. Thus by no stretch of the imagination could the forfeiture provisions set forth in the Operating Agreement have an applicability to Dr. Fox's arrangement.

Finally, there is the claim that Dr. Fox's interest in WebWisdom.com has been reduced. There is no basis for such a claim and Dr. Fox will strenuously resist any attempt to implement such a claim.

If you have any questions concerning the above, please feel free to contact me.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc

cc: Dr. Geoffrey C. Fox