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[CONVERGENT GROUP LOGO] MEMO
DATE: November 3, 2000
TO: All current option holders intending to exercise part or all of their
options and submit the resultant shares in the Tender Offer
FROM: Bryan Mileger
Attached please find an Exercise Form and Agreement that will allow you to
accomplish two things:
1. Exercise your options for those shares you plan on selling in the
Tender Offer. This will permit you to exercise your options without
coming out of pocket up-front for the exercise price except for the
par value of each share of $.001.
2. Your shares will be submitted through me as the corporate nominee in
the Tender Offer and you will receive by check your net proceeds after
deducting the remaining Exercise Price and withholding taxes due upon
closing of the Tender.
You will also find W-9 instructions and a form to complete.
Also attached is the Offer to Purchase shares which briefly explains the
transaction. Please note this is for informational purposes only.
If you wish to exercise some or all of your options, please complete the
attached Form of Exercise and W-9 information and return it along with your
appropriate certificates(s) to Bob Preis no later than November 15. Note there
are two different forms: one for pre- 1 for 2 reverse split options and one for
options that were 1 for 2 reverse split affected. If you have multiple exercise
prices, please use a separate Form of Exercise for each group.
We are developing a communication plan to commence Monday, November 6, to assist
you in completing this information.
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