January 24, 2000

Drs. Marek Podgorny and

Roman Markowski

General Managers

WebWisdom.com, LLC

111 College Place

Syracuse, NY 13244-4100

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 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 appears unfounded.

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 cannot recall being informed that any meetings of the General Managers have been held since August, 1999 on any of the management affairs of WebWisdom.com. Given the uncertainty as to Dr. Fox's status as General Manager, we suggest meetings be held to regularize the situation. This will be in WebWisdom.com's best interest.

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

January 24, 2000

Professor Benjamin Ware

Vice-President for Research

Syracuse University

304 Tolley Administration Building

Syracuse, NY 13244-1100

Re: Dr. Geoffrey Fox

Dear Professor Ware:

This office represents Dr. Geoffrey Fox and is assisting him in making an orderly and amicable transition from Syracuse University. In that regard, we feel that the following issues should be addressed and discussed:

1. Meaning of License Agreement and proposed amendment to said Agreement between the University and WebWisdom.com. These agreements could be subject to several interpretations. Dr. Fox feels that it is critical that he is able to continue to do his research without any impediments and would like the License Agreements to make this clear.

2. Trademarks and prior scholarship which you are investigating. Should no resolution be quickly reached, Dr. Fox feels that the same should be addressed in the proposed amendment to the License Agreement.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

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