Mackenzie Smith Lewis Michell & Hughes, llp

LAW OFFICES
CARTER H. STRICKLAND

DENNIS R. BALDWIN

GAY M. POMEROY

EDWARD J. MOSES

CLAYTON H. HALE, JR.

ALFRED W. POPKESS

KENNETH E. ACKERMAN

ARTHUR A. CHALENSKI, JR.

DAVID M. GARBER

ARTHUR W. WENTLANDT

NANCY L. PONTIUS

EDWARD J. SPENCER III

DENNIS P. HENNIGAN

DOUGLAS C. JOHNSTON

STEPHEN T. HELMER

ANTHONY R. HANLEY

STEPHEN S. DAVIE

PETER D. CARMEN

RICHARD P. JAMES

ANNE B. RUFFER	P.O. Box 4967

Syracuse, New York 13221-4967

FEDERAL EXPRESS & UPS ADDRESS

101 South Salina Street, Suite 600

Syracuse, New York 13202

(315) 474-7571

Fax (315) 474-6409

Direct Dial (315) 233-8211

stricc@macklaw.com

JEFFREY T. LACEY

MARK T. HARRINGTON

MAUREEN DUNN McGLYNN

JENNIFER E. McCOOMBS

AMI S. LONGSTREET

ANTHONY M. SMALL

DEBORAH E. MOORE

KERRIE J. BARNEY

RONALD T. WALSH, JR.	WILLIAM L. BROAD

CHARLES ANDREWS

JOHN E. MORRISSEY, JR.

JAMES H. O'CONNOR

JAY W. WASON

CHARLES J. CRONIN

KEVIN M. REILLY

WILLIS B. LEMON

COUNSEL

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 his/her 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