UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Intrenet, Inc.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
461190100
(CUSIP Number)
David C. Worrell
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See <section> 240.13d-
7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 461190100
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Ned N. Fleming, III
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
(3) SEC Use Only ___________________________________________________________
(4) Source of Funds (See Instructions): OO (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization: Unites States of America
Number of Shares (7) Sole Voting Power 47,000
Beneficially Owned by (8) Shared Voting Power 95,474
Each Reporting (9) Sole Dispositive Power 47,000
Person With: (10) Shared Dispositive Power 95,474
(11) Aggregate Amount Beneficially Owned by each Reporting Person:
142,474
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
(13) Percent of Class Represented by Amount in Row (11): 1.0 %
(14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 461190100
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Eric C. Jackson
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
(3) SEC Use Only ___________________________________________________________
(4) Source of Funds (See Instructions): OO (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization: United States of America
Number of Shares (7) Sole Voting Power 0
Beneficially Owned by (8) Shared Voting Power 347,673
Each Reporting (9) Sole Dispositive Power 0
Person With: (10) Shared Dispositive Power 347,673
(11) Aggregate Amount Beneficially Owned by each Reporting Person:
347,673
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
(13) Percent of Class Represented by Amount in Row (11): 2.4%
(14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 461190100
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Thomas J. Noonan, Jr.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
(3) SEC Use Only ___________________________________________________________
(4) Source of Funds (See Instructions): OO (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization: United States of America
Number of Shares (7) Sole Voting Power 30,610
Beneficially Owned by (8) Shared Voting Power 0
Each Reporting (9) Sole Dispositive Power 30,610
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by each Reporting Person:
30,610
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
(13) Percent of Class Represented by Amount in Row (11): .22%
(14) Type of Reporting Person (See Instructions): IN
<PAGE>
ITEM 1.SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the
common
stock, without par value ("Common Stock"), of Intrenet, Inc., an Indiana
corporation ("Issuer"), whose principal executive offices are located at 400
Technecenter Drive, Suite 200, Milford, Ohio 45150.
The percentage of beneficial ownership reflected in this Schedule 13D is
based upon
13,672,066 shares of Common Stock outstanding as of March 1, 1999, according to
the Issuer's records.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement (the "Filers") and their addresses are
as follows:
(a), (b) Name and Business Address:
(1)Ned N. Fleming, III ("Fleming"):
400 Techne Center Drive
Milford, OH 45150
(2)Eric C. Jackson ("Jackson"):
400 Techne Center Drive
Milford, OH 45150
(3)Thomas J. Noonan, Jr. ("Noonan"):
400 Techne Center Drive
Milford, OH 45150
(c)Present principal occupation or employment:
Fleming:President and Director of Spinnaker Industries, Inc. (a
diversified manufacturing company), and a principal of Boyle
Fleming & Co., Inc. (an investment banking firm). Fleming is
also a director of the Issuer. The principal business address
of Spinnaker Industries, Inc. is 1700 Pacific Ave., Ste. 1650,
Dallas, TX 75201.
Jackson Chief Executive Officer, Great Basin Companies (a group of
truck dealerships). Jackson is also a director of the Issuer.
The principal business address of Great Basin Companies is 2300
South 4000 West, West Valley, UT 84120.
Noonan Chief Restructuring Officer, R&S Strauss, WSR, Inc. (an
automotive specialty retailer company). Noonan is also a
director of the Issuer. The principal business address of R&S
Strauss, WSR, Inc. is c/o Strauss Discount Auto, 9A Brick Plant
Road, South River, NJ 08882.
(d) During the last five years, none of the Filers has been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)During the last five years, none of the Filers was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f)Each of the Filers is a citizen of the United States of America.
ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4.PURPOSE OF TRANSACTION.
This Schedule 13D is being jointly filed by the group whose members are:
Fleming,
Jackson and Noonan (each, a "Filer" and collectively, the "Filers").
The Filers entered into an agreement dated as of March 18, 1999 (the
"Shareholders
Agreement") with the Issuer and (1) Brookhaven Capital Management Co. Ltd.,
Brookhaven Capital Management LLC, Vincent A. Carrino, Watershed Partners,
L.P., Piton Partners, L.P., Watershed (Cayman) Ltd., Robert A. Fagenson and
Gerald Anthony Ryan (collectively, such persons listed in this clause (1), the
"Brookhaven Group"), (2) Morgens, Waterfall, Vintiadis & Company, Inc., and
certain affiliated persons (collectively, such persons listed in this clause
(2), the "Morgens Group") and (3) Allen Holding, Incorporated, Allen & Company,
Inc., Allen Value Partners, L.P., Allen Value Limited and Philip Scaturro
(collectively, such persons listed in this clause (3), the "Allen Group").
Pursuant to the Shareholders Agreement, the parties agreed to vote the
shares of Common Stock over which they have voting power and take certain other
actions, for which limited purpose the Filers are filing this Schedule 13D as a
group. The Filers have not agreed to vote or otherwise act as a group with
respect to any matters other than those discussed herein and except as
otherwise disclosed in a filing with the Securities and Exchange Commission by
such Filer or Filer(s) on Schedule 13D or 13G, each Filer specifically
disclaims beneficial ownership of the shares of Common Stock of every other
Filer and every other party to the Shareholders Agreement for any other reason.
The Shareholders Agreement generally provides for the following voting and
transfer
restrictions relating to the shares of Common Stock:
(1)The Morgens Group, the Allen Group, Fleming, Jackson and Noonan have
agreed to vote their shares in favor of certain resolutions to be
submitted to the Issuer's shareholders at the 1999 annual meeting of
shareholders restoring voting rights to shares of Common Stock owned by
the Brookhaven Group which management of the Issuer believes are
"control shares" as defined in the Indiana Business Corporations Law;
(2)All of the parties to the Shareholders Agreement (the "Parties") have
agreed to vote the shares of Common Stock held by them to provide for
all of the events described in the following provisions during the term
of the Shareholders Agreement:
(a)Except as provided in Section (d), the Board shall consist of nine
(9) members of a single class, with three (3) persons designated for
election to the Board by the Brookhaven Group and six (6) persons
designated for election to the Board by the Filers who are not
members of the Brookhaven Group (the "Other Shareholders"), acting
by a majority in interest of the Other Shareholders.
(b)Except as provided in Section (c), the Parties will request a
special meeting of the Issuer's shareholders for the purpose of
removing as a director any person not designated in accordance with
Section (a) and electing the designated person as a director of the
Issuer.
(c)If a vacancy is created on the Board by reason of the death,
resignation or removal of any director designated in accordance with
Section (a), the group which nominated the director will meet as
soon as possible to designate a person to fill such vacancy. If the
group fails to designate a person to fill such vacancy within a
reasonable period, or if the Board fills such vacancy otherwise than
with such person, the Parties agree to request a special meeting of
shareholders for the purpose of filling such vacancy with a person
designated in accordance with Section (a).
(d)With the consent of the Brookhaven Group, the size of the Board may
be increased to more than nine (9) members in the event the Issuer
acquires or merges with another entity which would be a "significant
subsidiary" under the rules of the Securities and Exchange
Commission, if the persons who are elected directors to fill any
vacancies created by such action are initially representatives of or
designated by such entity or its owners.
(3)The Shareholders Agreement prohibits the Brookhaven Group from
purchasing any shares of Common Stock and limits the ability of
Brookhaven Group to sell its shares of Common Stock.
(4)The Shareholders Agreement expires on August 18, 2000 or earlier as
provided therein and any group consisting of the Parties shall be
deemed to have been disbanded as of the expiration of the Shareholders
Agreement.
None of the Filers has a present intention to acquire or dispose of shares
of Common Stock of the Issuer, but this may change depending upon market
conditions. Except as described herein, none of the Filers has any present
plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, a reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; any change in the present
board of directors or management of the Issuer including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board; any material change in the present capitalization or dividend policy
of the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's articles of incorporation, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; causing a class of equity
securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or any action similar to the above.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
Unless otherwise indicated in the footnotes, shares are owned directly,
and the indicated person has sole voting and investment power.
<TABLE>
<CAPTION>
COMMON STOCK
<S> <C> <C> <C>
NAME OF
BENEFICIAL OWNER NUMBER OF SHARES %
Brookhaven Group 4,603,913 (1) 33.7%
Morgens Group 2,882,938 (2) 21.1%
Allen Group 2,509,660 (3) 18.4%
Ned N. Fleming, III 142,474 (4) 1.0%
Eric C. Jackson 347,673 (5) 2.4%
Thomas J. Noonan, Jr. 30,610 *
</TABLE>
_______________
*Less than 1.0%.
(1) The source of the information relating to this group of shareholders is a
statement filed with the Securities and Exchange Commission by such group
and dated March 18, 1999.
(2) The source of the information relating to this group of shareholders is
Amendment No. 4 to a statement filed with the Securities and Exchange
Commission by such group and dated April 7, 1999.
(3) The source of the information relating to this group of shareholders is a
statement filed with the Securities and Exchange Commission by such group
and dated January 8, 1997.
(4) Includes 37,500 shares held by Fleming's minor children and 95,474 shares
held by Boyle Fleming & Company, Inc. ("BFC"), an investment banking firm.
Fleming is President of BFC.
(5) Consists of 347,673 shares as to which Jackson shares voting and
investment power.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
As described in Item 4 above, the Shareholders Agreement contains certain
agreements among the Filers with regard to the securities of the issuer.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS
Shareholders Agreement.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the
information set forth in this statement is true, complete and correct.
Dated: April 14, 1999
/S/ NED N. FLEMING, III
Ned N. Fleming, III
/S/ ERIC C. JACKSON
Eric C. Jackson
/S/ THOMAS J. NOONAN, JR.
Thomas J. Noonan, Jr.
<PAGE>
EXHIBIT 3 Execution Copy
(Conformed)
AGREEMENT
THIS AGREEMENT (the "Agreement") has been made and entered into as of
this 18th day of March, 1999, by and among Intrenet, Inc., an Indiana
corporation (the "Corporation"), and the undersigned shareholders of the
Corporation (individually, a "Shareholder" and, collectively, the
"Shareholders").
RECITALS
A. The Brookhaven Group has acquired the right to vote an aggregate
of 4,603,913 Shares or approximately 33.7% of the outstanding Shares.
B. The Board believes that the acquisition by the Brookhaven Group
constitutes a "control share acquisition" within the meaning of the IBCL.
C. Prior to the execution of this Agreement, the Board has adopted
resolutions by which the Board has agreed to: (a) submit a resolution to
the Corporation's shareholders to grant voting rights to "control shares"
as defined in the IBCL owned by the Brookhaven Group as of the date hereof
at the Corporation's 1999 annual meeting of shareholders; (b) recommend
that the Corporation's shareholders approve such resolution; (c) amend the
Corporation's By-laws to provide that the control share chapter of the IBCL
shall not apply to any control share acquisition resulting from the
execution or operation of this Agreement; (d) adopt a resolution to
increase the size of the Board to nine (9) members and to elect Vincent A.
Carrino, Robert B. Fagenson and Gerald Anthony Ryan to fill the vacancies
created thereby; and (e) amend the Corporation's By-laws to create the
office of Vice Chairman and to elect Robert B. Fagenson to such office.
D. The Brookhaven Group has not determined whether its share
acquisition is a "control share acquisition" as defined in the IBCL due to
its uncertainty as to whether the control share chapter of the IBCL is
applicable to the Corporation. It is understood that the Brookhaven
Group's execution of this Agreement does not constitute the Brookhaven
Group's acquiescence or other agreement as to the applicability of the
control share chapter of the IBCL to its share acquisition.
E. The parties intend to enter into certain agreements regarding the
acquisition of Shares, the election of directors of the Corporation and
other matters, all on the terms and conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants and
undertakings set forth herein, the parties hereby agree as follows.
1. DEFINITIONS. The following definitions apply to this Agreement:
(a) "Board" means the Board of Directors of the Corporation.
(b) "Brookhaven Group" means Brookhaven Capital Management Co.,
Ltd., Brookhaven Capital Management, LLC, Vincent Andrew Carrino,
Watershed Partners, L.P., Piton Partners, L.P., Watershed (Cayman)
Ltd., Robert B. Fagenson and Gerald Anthony Ryan.
(c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(d) "IBCL" means the Indiana Business Corporation Law.
(e) "Majority in Interest of the Other Shareholders" means
approval by the Other Shareholders who own a majority of the Shares
then held by all Other Shareholders.
(f) "Other Shareholders" means the Shareholders who are parties
to this Agreement and are not members of the Brookhaven Group.
(g) "Shares" means shares of Common Stock of the Corporation.
2. VOTE TO RESTORE VOTING RIGHTS. Each Other Shareholder agrees to
vote in favor of and otherwise use his or its best efforts to support the
resolution to be submitted at the Corporation's 1999 annual meeting of
shareholders to grant voting rights to "control shares" owned by the
Brookhaven Group as of the date of this Agreement. This Agreement should
not be construed as permitting the vote of any "control shares" or
"interested shares", each as defined by the IBCL, on such resolution.
3. STANDSTILL AGREEMENTS BY THE BROOKHAVEN GROUP. Each member of
the Brookhaven Group agrees that it will not during the term of this
Agreement, without the prior written consent of a Majority in Interest of
the Other Shareholders:
(a) offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any Shares or other securities
(including debt claims) or direct or indirect rights to acquire any
securities (including debt claims) of the Corporation, or any
subsidiary thereof, or of any successor to or person in control of the
Corporation, or any assets of the Corporation or any subsidiary or
division thereof or of any such successor or controlling person;
(b) make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" to vote (as such terms are used in the
rules of the Securities and Exchange Commission) other than as part of
a solicitation made by the Board, or seek to advise or influence any
person or entity with respect to the voting of any Shares or other
voting securities of the Corporation;
(c) make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any
extraordinary transaction involving the Corporation or any of its
securities or assets;
(d) form, join or in any way participate with any person in a
"group" (other than with a person who is a member of the Brookhaven
Group or by reason of this Agreement) as defined in Section 13(d)(3)
of the Exchange Act, in connection with any of the foregoing; or
(e) enter into any discussions, negotiations, arrangements or
undertakings with any third party with respect to any of the
foregoing.
4. MANAGEMENT OF THE CORPORATION. Each Shareholder, during the term
of this Agreement, shall vote the respective Shares held by each and shall
undertake or cause to be undertaken any and all of the actions necessary,
if such actions are required, so as to provide for all the events described
in the following provisions:
(a) Except as provided in Section (d), the Board shall continue
to consist of nine (9) members of a single class, to be nominated as
provided herein. The Brookhaven Group will have the right to
designate three (3) persons for election to the Board and the Other
Shareholders, acting by a Majority in Interest of the Other
Shareholders, shall have the right to designate six (6) persons for
election to the Board.
(b) If the Board fails to nominate any person designated by
Section (a) or if the shareholders of the Corporation fail to elect
any such person so nominated, the Shareholders agree to request a
special meeting of shareholders for the purpose of removing as a
director any person not designated in accordance with Section (a) and
electing the designated person as a director of the Corporation.
(c) If at any time a vacancy is created on the Board by reason of
the death, resignation or removal of any person designated in
accordance with Section (a), the group which nominated the person
shall meet as soon as possible after the date such vacancy occurs for
the purpose of designating a person to fill such vacancy. If the
group fails to designate a person to fill such vacancy within a
reasonable period, or if the Board fills such vacancy otherwise than
with such person, the Shareholders agree to request a special meeting
of shareholders for the purpose of filling such vacancy with a person
designated in accordance with Section (a).
(d) With the consent of the Brookhaven Group (which consent may
not be unreasonably withheld), the size of the Board may be increased
to more than nine (9) members in the event the Corporation hereafter
acquires or merges with another entity which would be a "significant
subsidiary" under the rules of the Securities and Exchange Commission
provided that the persons who are elected directors to fill any
vacancies created by such action are initially representatives of or
designated by such entity or its owners.
5. TRANSFER OF THE BROOKHAVEN GROUP'S SHARES. Each member of the
Brookhaven Group agrees not to transfer any Shares to any person who is not
a member of the Brookhaven Group if such transfer would constitute a
"control share acquisition" by such person within the meaning of I.C. 23-1-
42-2(a) but for the application of I.C. 23-1-42-2(e), unless the transferee
first agrees to (a) on a prospective basis, accept all of the obligations
of a member of the Brookhaven Group under this Agreement, and (b) on a
prospective basis, become a party to this Agreement. The foregoing
provision shall not apply to (i) a sale of the Brookhaven Group's Shares
which is made pursuant to an offering registered under the Securities
Exchange Act of 1933, as amended, (ii) a distribution approved in advance
by a Majority in Interest of the Other Shareholders, (iii) over-the-counter
sales on the National Association of Securities Dealers, Inc. Automated
Quotations System Over-the-Counter Markets - Small Cap Issues or a similar
market, and (iv) any other transfer that does not have as its purpose or
effect a circumvention of Section 3 of this Agreement.
6. NOTICES. All notices shall be in writing and shall be delivered
in person or by certified mail, postage prepaid, to the Corporation and to
the other Shareholders. Notice to the Corporation shall be addressed to
its principal office, attention: President. Notices to the Shareholders
shall be delivered to their addresses set opposite their names below. Any
of the Shareholders may establish a different address for delivery of
notices to him by giving written notice of such address to all parties to
this Agreement. Notice shall be deemed to be given at the time of personal
delivery or three (3) business days after deposit in the United States
mail.
7. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors, assigns,
heirs, executors, administrators and legal representatives.
8. TERMINATION. This Agreement shall terminate upon the earlier of:
(a) Eighteen (18) months from the date hereof;
(b) The acquisition of beneficial ownership by any person or
group within the meaning of Rule 13d-3 promulgated under the Exchange
Act of fifty percent (50%) or more of the Shares; provided such
acquisition is not in violation of this Agreement;
(c) The sale of all or substantially all of the assets or
dissolution of the Corporation; or
(d) The effectiveness of any merger or share exchange to which
the Corporation is a party, if the Corporation is not the surviving or
issuing corporation.
Notwithstanding the foregoing, this Agreement shall not terminate earlier
than the vote to grant voting rights contemplated by Section 2.
9. MODIFICATION. This Agreement may be modified or amended only by
the written agreement of all of the parties to this Agreement.
10. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, with each counterpart deemed to be an original instrument and
all counterparts together constituting the same agreement.
11. SPECIFIC ENFORCEMENT. The parties acknowledge that money damages
would be both incalculable and an insufficient remedy for any breach of
this Agreement and that any such breach would cause immediate and
irreparable injury, loss or damage. In the event of any such breach or
threatened breach of this Agreement, the party or parties who are not in
breach of their obligations under this Agreement, in addition to any other
remedies at law or in equity they may have, shall be entitled, without the
requirement of posting a bond or other security, to equitable relief,
including injunctive relief and specific performance.
12. DELAY. No failure or delay by a party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege
hereunder.
13. PARTIAL INVALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provisions of this Agreement, which shall remain in full force
and effect.
14. JURISDICTION AND GOVERNING LAW. All parties consent to personal
jurisdiction, service of process and venue in any federal or state court
within the State of Indiana having venue and subject matter jurisdiction
for the purposes of any action, suit or proceeding arising out of or
relating to this Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana, without
regard to its conflicts of law provision.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
INTRENET, INC.
By: /S/ JOHN P. DELAVAN
John P. Delavan, President
BROOKHAVEN CAPITAL MANAGEMENT Address:
CO. LTD.
3000 Sand Hill Road, Bldg 3, Suite 105
By: /S/ VINCENT A. CARRINO MENLO PARK, CA 94025
Vincent A. Carrino, President
BROOKHAVEN CAPITAL
MANAGEMENT, LLC
By: /S/ VINCENT ANDREW CARRINO
Vincent Andrew Carrino, Manager
/S/ VINCENT ANDREW CARRINO
Vincent Andrew Carrino
WATERSHED PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT,
LLC, General Partner
By: /S/ VINCENT ANDREW CARRINO
Vincent Andrew Carrino, Manager
PITON PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT,
LLC, General Partner
By: /S/ VINCENT ANDREW CARRINO
Vincent Andrew Carrino, Manager
WATERSHED (CAYMAN) LTD.
By: BROOKHAVEN CAPITAL
MANAGEMENT, LLC, General Partner
By: /S/ VINCENT ANDREW CARRINO
Vincent Andrew Carrino, Manager
/S/ ROBERT B. FAGENSON
Robert B. Fagenson
/S/ GERALD A. RYAN
Gerald Anthony Ryan
MORGENS, WATERFALL, VINTIADIS
& COMPANY, INC.
By: /S/ EDWIN H. MORGENS
Edwin H. Morgens, Chairman
PHOENIX PARTNERS
By: MW MANAGEMENT LLC
General Partner
By: /S/ EDWIN H. MORGENS
Edwin H. Morgens, Managing Member
General Partner
BETJE PARTNERS
By: MORGENS WATERFALL VINTIADIS & CO. INC.,
Investment Advisor to Betje Partners
By:/S/ EDWIN H. MORGENS
Edwin H. Morgens, Chairman
PHAETON INTERNATIONAL, N.V.
By: MORGENS WATERFALL VINTIADIS & CO. INC.
Investment Advisor to Phaeton International
By: /S/ EDWIN H. MORGENS
Edwin H. Morgens, Chairman
MORGENS WATERFALL VINTIADIS N.V.
By: /S/ EDWIN H. MORGENS
RESTART PARTNERS, L.P.
By: PRIME INC.
General Partner of Prime Group, L.P.
General Partner of Restart Partners, L.P.
By: /S/ EDWIN H. MORGENS
Edwin H. Morgens, Chairman
RESTART PARTNERS II, L.P.
By: PRIME INC.
General Partner of Prime Group II, L.P.
General Partner of Restart Partners II, L.P.
By: /S/ EDWIN H. MORGENS
Edwin H. Morgens, Chairman
MORGENS WATERFALL INCOME PARTNERS
By: MW CAPITAL, LLC
General Partner, Morgens Waterfall Income Partners
By:/S/EDWIN H. MORGENS
Edwin H. Morgens, Managing Member
/S/ EDWIN H. MORGENS
Edwin H. Morgens
ALLEN HOLDING, INC.
By: /S/ HOWARD FELSON
Howard Felson, Vice President
ALLEN & COMPANY, INC.
By:/S/ HOWARD FELSON
Howard Felson, Vice President
ALLEN VALUE PARTNERS, L.P.
By: ALLEN VALUE INC., G.P.
Allen Philton, L.P.
By: /S/PHILIP SCATURRO
Philip Scaturro, President
ALLEN VALUE LIMITED
By: /S/ PHILIP SCATURRO
/S/ PHILIP SCATURRO
Phillip Scaturro
/S/ NED N. FLEMING, III
Ned N. Fleming, III
/S/ ERIC C. JACKSON
Eric C. Jackson
/S/ THOMAS J. NOONAN, JR.
Thomas J. Noonan, Jr.
