SHOP AT HOME INC /TN/, PRE 14A, 2000-10-11

SHOP AT HOME INC /TN/
PRE 14A, 2000-10-11
CATALOG & MAIL-ORDER HOUSES

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SHOP AT HOME, INC.
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013

Notice of Annual Meeting of Shareholders
to be held on November 17, 2000

Notice is hereby given that the Annual Meeting (the "Meeting") of
Shareholders of Shop At Home, Inc. (hereinafter called the "Company"), will be
held at the offices of the Company, located at 5388 Hickory Hollow Parkway,
Antioch, Tennessee, 37013, on November 17, 2000, at 10:00 a.m. Central Standard
Time, for the following purposes:

(1) To consider and to vote upon the election of six (6)directors
to serve until the next annual meeting and until their
successors are duly elected and qualified;

(2) To consider and to vote upon the approval of the issuance of
Common Stock upon conversion of the Company's Series B
Convertible Preferred Stock, in payment of dividends thereon
and upon exercise of the warrants, in excess of 19.99% of
the number of shares of common stock outstanding on June 30,
2000.

(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.

Information regarding the matters to be acted upon at the Annual
Meeting is contained in the Proxy Statement accompanying this Notice. The Annual
Meeting may be adjourned from time to time without notice, other than the
announcement of the adjournment at the Annual Meeting or any adjournment or
adjournments thereof, and any and all business for which notice is hereby given
may be transacted at any such adjourned Meeting.

The Board of Directors has fixed the close of business on October 2,
2000, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting.

By Order of the Board of Directors

George J. Phillips, Secretary
Nashville, Tennessee
October 20, 2000

YOUR REPRESENTATION AT THE MEETING IS IMPORTANT. TO ENSURE YOUR REPRESENTATION,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY. SHOULD YOU DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO
AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT, AT ANY TIME BEFORE IT IS VOTED.

<PAGE>

TABLE OF CONTENTS

Information Concerning the Solicitation..................... ..................1

Security Ownership of Certain Beneficial Owners................................2

Proposal No. 1 -- Election of Directors........................................3
Director Nominees.....................................................3
Security Ownership of Management and Directors........................4
Other Executive Officers..............................................5
Remuneration of Directors and Officers................................6
Summary Compensation..................................................6
Option Grants in Last Fiscal Year.....................................7
Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values......................................9
Employment Agreements.................................................9
Compensation of Directors............................................11
Omnibus Stock Incentive Plan.........................................11
1999 Employee Stock Option Plan......................................11
Transactions with Management and Directors...........................12
Compensation Committee Interlocks and Insider Participation..........12
Transactions with Related Parties....................................12
Report on Executive Compensation.....................................13
Compensation Philosophy and Policies for Executive Officers..........13
Base Salary..........................................................13
Annual Bonus.........................................................14
Long-Term Incentives.................................................14
Chief Executive Compensation.........................................15
Stockholder Return Comparisons.......................................15
Compliance with Section 16(a) of the Exchange Act....................16

Proposal No. 2 - Approval of Issuance of Common Stock.........................16
Background...........................................................16
Waiver and Agreement.................................................16
Rule 4460 of the Nasdaq Stock Market.................................17
Consequences of the Vote to Approve or Not to Approve the
Issuance of Common Stock Under Rule 4460...................17
Conversion Rate of the Series B Preferred Stock......................18
Dividends............................................................18
Additional Information Regarding the Terms of the
Series B Preferred Stock and Warrants......................19
Vote Required........................................................19
Recommendation of the Board of Directors.............................19

Proposal No. 3 -- Other Business..............................................20

Other Information.............................................................20
Interests of Company Affiliates......................................20
Proposals of Shareholders............................................20
Cost of Solicitation of Proxies......................................20
Annual Report........................................................20

<PAGE>

SHOP AT HOME, INC.
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013
(615) 263-8000

PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING THE SOLICITATION

The accompanying proxy is solicited by the Board of Directors of Shop
At Home, Inc. (the "Company"), for use at the Annual Meeting of Shareholders to
be held on November 17, 2000, and any adjournments thereof, notice of which is
attached hereto.

This Proxy Statement and the Annual Report of the Company for the
fiscal year ended June 30, 2000, have been mailed on or about October 20, 2000,
to all shareholders of record on October 2, 2000.

The purposes of the Annual Meeting are: [1] to consider and to vote
upon the election of six (6) directors; [2] to consider and to vote upon the
approval of the issuance of Common Stock upon conversion of the Company's Series
B Convertible Preferred Stock, in payment of dividends thereon and upon exercise
of the warrants, pursuant to Rule 4460 of the Nasdaq Stock Market; and [3] to
consider such other business as may properly come before the meeting or any
adjournment thereof.

A shareholder of record who signs and returns a proxy in the
accompanying form may revoke that proxy at any time before the authority granted
thereby is exercised (i) by attending the Annual Meeting and electing to vote in
person, (ii) by filing with the Secretary of the Company a written revocation,
or (iii) by duly executing and filing with the Secretary of the Company a proxy
bearing a later date. Unless so revoked, the shares represented by the proxy
will be voted at the Annual Meeting. Where a choice is specified on the proxy,
the shares represented thereby will be voted in accordance with that
specification. If no specification is made, all shares will be voted: FOR the
election of all director nominees; and FOR the approval of the issuance of
shares of Common Stock.

The Board of Directors knows of no other matters that are to be brought
to a vote at the Annual Meeting. If, however, any other matter does come before
the meeting, the persons appointed in the proxy, or their substitutes, will vote
in accordance with their best judgment on such matters.

The Board of Directors has fixed the close of business on October 2,
2000 (the "Record Date") as the record date for the Annual Meeting. The
Company's only class of securities entitled to vote is its Common Stock, $.0025
par value per share ("Common Stock"). On the Record Date, the Company had
outstanding 31,266,787 shares of Common Stock. Only shareholders of record at
the close of business on the Record Date will be entitled to vote at the Annual
Meeting. Shareholders will be entitled to one vote for each share held, which
vote may be given in person or by proxy authorized in writing.

Under the Tennessee Business Corporation Act (the "Act") and the
Company's Bylaws, the presence, in person or by proxy, of a majority of the
outstanding shares of the Company's Common Stock is necessary to establish a
quorum of the Company's shareholders for the purpose of taking action at the
Annual Meeting. For these purposes, shares which are present or represented by a
proxy at the Annual Meeting will be counted for quorum purposes, regardless of
whether the holder of the shares or proxy fails to vote on any particular matter
or whether a broker with discretionary authority fails to exercise his
discretionary voting authority with respect to any particular matter.

<PAGE>

The directors standing for election must be elected by a plurality of
the votes cast at the Annual Meeting. Any other action to be taken at the Annual
Meeting must be approved by a majority of the votes cast. For these voting
purposes, abstentions and broker non-votes will not be counted in determining
whether the directors standing for election have been elected or whether any
other action has been approved.

None of the proposals will give any shareholder of the Company the
right to dissent from such action, and to thereby obtain payment in cash of the
fair value of that shareholder's shares.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following information relates to the Common Stock of the Company
beneficially owned, directly or indirectly, by all persons known by the Company
to be the beneficial owners of more than five percent (5%) of the Common Stock,
as of October 2, 2000. Unless otherwise noted, the named persons have sole
voting and investment power with respect to the shares indicated.

Amount and Nature of Percent of
Name and Address of Beneficial Owner(1) Beneficial Ownership Class

J.D. Clinton and SAH Holdings, Ltd.(2) 4,645,422 13.91%

HFTP Investments, L.L.C.(3),(5) 3,470,194 9.99%

Leonardo, L.P.(4),(5) 3,470,194 9.99%

(1) In addition to shares over which the person has voting power or
investment power, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from the
date of this Proxy Statement upon the exercise of options and warrants.
Each beneficial owner's percentage ownership is determined by assuming
that options and warrants that are held by such person (but not those
held by any other person) and that are exercisable within 60 days from
the date of this Proxy Statement have been exercised.

(2) Mr. Clinton's address and the address of SAH Holdings, Ltd. ("SAH"),
is 400 Fifth Avenue South, Suite 205, Naples, Florida 34102. SAH is a
Florida limited partnership with Gatehouse Equity Management
Corporation, a Tennessee corporation ("GEM"), as its sole general
partner. Mr. Clinton is chairman, a director and the sole shareholder
of GEM. SAH currently owns 1,840,490 shares of Common Stock, and
holds warrants to purchase an additional 1,545,066 shares of Common
Stock. Clinton Investments, Ltd., a Florida limited partnership for
which GEM is the sole general partner, owns 595,285 shares of Common
Stock, and holds warrants to purchase an additional 542,500 shares of
Common Stock. GEM owns 18,600 shares of Common Stock. Mr. Clinton
individually holds options to purchase 35,000 shares of stock from
the Company. Mr. Clinton's wife owns, individually, 9,320 shares
of Common Stock. Two trusts, the beneficiaries of whom are members of
Mr. Clinton's immediate family, own 59,161 shares of Common Stock in
the aggregate. All of the listed shares are assumed to be beneficially
owned by Mr. Clinton.

(3) The address of HFTP Investment L.L.C. ("HFTP") is c/o
Promethean Asset Management, L.L.C., 750 Lexington Avenue, 22nd Floor,
New York, New York 10022. Promethean Asset Management, L.L.C.
("Promethean"), a New York limited liability company, serves as
investment manager for HFTP and may be deemed to share beneficial
ownership of the shares beneficially owned by HFTP by reason of
shared power to vote and to dispose of the shares beneficially owned
by HFTP. Promethean disclaims beneficial ownership of the shares
beneficially owned by HFTP. Mr. James F. O'Brien, Jr. indirectly
controls Promethean. Mr. O'Brien disclaims beneficial ownership of
the shares beneficially owned by Promethean and HFTP. The shares shown
as beneficially owned by HFTP as of October 2, 2000, include shares of
Common Stock issuable upon conversion of shares of Series B Preferred
Stock and exercise of related warrants held by HFTP on October 2,
2000, without regard to any limitations on conversions or exercises
except as described in footnote (5) below. The conversion price of the
Series B Preferred Stock is established as of the date of conversion
by using a percentage of the lowest closing bid price of the Common
Stock during the four trading days ending on the conversion date,
subject to a maximum conversion price which as of October 2, 2000
was $12.00. The shares included as being issuable upon
conversion of the Series B Preferred Stock are based on the conversion
price of the Series B Preferred Stock on October 2, 2000, which was
$2.121875, based on 97% of the lowest closing bid price of the Common
Stock during the four trading days ending on October 2, 2000. Because
the number of shares issuable upon conversion of the Series B Preferred
Stock is based on a formula that depends on the market price of the
Common Stock, the actual number of shares issued upon conversion of
the Series B Preferred Stock may be higher or lower than the number
described above.

(4) The address of Leonardo, L.P. ("Leonardo") is c/o Angelo, Gordon & Co.,
L.P., 245 Park Avenue, 26th Floor, New York, New York 10167. Angelo,
Gordon & Co., L.P. ("Angelo Gordon") is a general partner of Leonardo
and consequently has voting control and investment discretion over
securities held by Leonardo. Angelo Gordon disclaims beneficial
ownership of the shares held by Leonardo. Mr. John M. Angelo, the Chief
Executive Officer of Angelo Gordon, and Mr. Michael L. Gordon, the
Chief Operating Officer of Angelo Gordon, are the sole general
partners of AG Partners, L.P., the sole general partner of Angelo
Gordon. As a result, Mr. Angelo and Mr. Gordon may be considered
beneficial owners of any shares deemed to be beneficially owned by
Angelo Gordon. The shares shown as beneficially owned by Leonardo as
of October 2, 2000, include shares of Common Stock issuable upon
conversion of shares of Series B Preferred Stock and exercise of
related warrants held by Leonardo on October 2, 2000, without regard
to any limitations on conversions or exercises except as described in
footnote (5) below. The conversion price of the Series B Preferred
Stock is established as of the date of conversion by using a
percentage of the lowest closing bid price of the Common Stock during
the four trading days ending on the conversion date, subject to a
maximum conversion price which as of October 2, 2000 was $12.00. The
shares included as being issuable upon conversion of the Series B
Preferred Stock are based on the conversion price of the Series B
Preferred Stock on October 2, 2000, which was $2.121875, based on 97%
of the lowest closing bid price of the Common Stock during the four
trading days ending on October 2, 2000. Because the number of shares
issuable upon conversion of the Series B Preferred Stock is based
on a formula that depends on the market price of the Common Stock,
the actual number of shares issued upon conversion of the Series B
Preferred Stock may be higher or lower than the number described above.

(5) Under the Company's Articles of Amendment of its charter for the
Series B Preferred Stock and under the terms of the warrants,
no holder of Series B Preferred Stock or warrants may convert Series
B Preferred Stock or exercise the warrants, respectively, to the extent
such conversion or exercise would cause such holder, together with
its affiliates, to have acquired a number of shares of Common Stock
during the 60-day period ending on the date of conversion or exercise
which, when added to the number of shares of Common Stock held at the
beginning of the 60-day period, would exceed 9.99% of the number
of shares of Common Stock outstanding, excluding for purposes of such
determination shares of Common Stock issuable upon conversion of the
Series B Preferred Stock which have not been converted and upon
exercise of the related warrants which have not been exercised. The
number of shares shown as being beneficially owned reflects this
limitation.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors proposes the election of the six (6) nominees
listed below. Unless contrary instructions are received, it is intended that the
shares represented by the Proxy solicited by the Board of Directors will be
voted in favor of the election as directors of all the nominees named below. If
for any reason any of the nominees is not available for election, the persons
named in the Proxy have advised that they will vote for such substitute nominees
as the Board of Directors of the Company may propose. The Board of Directors has
no reason to expect that any of these nominees will fail to be candidates at the
meeting, and therefore does not at this time have any substitute nominee under
consideration. The information relating to the six (6) nominees set forth below
has been furnished to the Company by the individuals named. All of the nominees
are presently directors of the Company, having been elected at the Company's
annual meeting held on March 30, 2000.

The Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Annual Meeting.

The Board of Directors recommends that shareholders vote "FOR" the
nominees listed below. Proxies, unless indicated to the contrary, will be voted
"FOR" the listed nominees.

J.D. Clinton, Director and Chairman of the Board. Mr. Clinton has
been a Director and Chairman of the Board since 1993. Mr. Clinton is Chairman,
President and Chief Executive Officer of Independent Southern BancShares, Inc.,
Brownsville, Tennessee, a diversified financial institutions holding company.
Mr. Clinton is Chairman and Director, INSOUTH Bank, Brownsville, Tennessee. Mr.
Clinton is a Director, Southern Financial, Inc., Nashville, Tennessee. Age 56.

Kent E. Lillie, President, Chief Executive Officer and Director.
Mr. Lillie joined the Company as President and Chief Executive Officer in
September 1993 and has been a Director since that date. Prior to joining the
Company, Mr. Lillie was Vice President and General Manager, WATL-TV,
Atlanta, Georgia, 1992-1993, and was Vice President and General Manager
WPTY-TV, Memphis, Tennessee, 1987-1992. Age 54.

Frank A. Woods, Director. Mr. Woods has been a Director since 1993.
Since 1991, Mr. Woods has been Chairman of the Board and Director of MediaUSA
L.L.C. (and its predecessor company, MediaOne), Nashville, Tennessee, a
communications consulting and strategic planning firm. Mr. Woods is a principal
of The Woods Group, Nashville, Tennessee, a diversified merchant banking
firm. Age 60.

A.E. Jolley, Director. Mr. Jolley has been a Director since 1986. Mr.
Jolley has been President, Lakeway Containers, Inc., Morristown, Tennessee, a
corrugated container manufacturer, since 1975. Mr. Jolley is a Director,
Kingwood School, Morristown, Tennessee, and Commissioner, Morristown City
Planning Commission. Mr. Jolley is a Member, Board of Trustees, Walters State
Community College. Age 62.

Joseph I. Overholt, Director. Mr. Overholt has been a Director since
1986. Mr. Overholt has been President and Owner of Planet Systems, Inc., a
computer software development company engaged in the satellite delivery of
computer data, since 1992. Mr. Overholt has been President and Owner of Skylink
Communications since 1989. Mr. Overholt was a Vice President of the Company
from 1986 through August 1993. Age 54.

J. Daniel Sullivan, Director. Mr. Sullivan has been a Director since
the annual meeting of shareholders held on March 6, 1998. Mr. Sullivan currently
is President & Chief Executive Officer of Quorum Broadcasting, Inc., a
television broadcasting business. Mr. Sullivan served as the President and CEO
of Sullivan Broadcasting Company, a television broadcasting company from 1995 to
1998. Between 1987 and 1995, Mr. Sullivan was the President of Clear Channel TV,
a subsidiary of Clear Channel Communications, Inc., a broadcasting company. Age
49.

The principal business activity of each of the above Directors has been
as shown above during the past five years, except that in some cases the
individual has been employed by a predecessor organization or has undertaken
greater responsibilities with the same employer, a parent company, or a
successor organization.

The Board of Directors has no standing nominating or compensation
committees. The Board of Directors has appointed Messrs. Clinton, Woods and
Lillie to serve as an administrative committee to administer the Company's 1991
Omnibus Stock Incentive Plan. The Board of Directors has appointed Messrs.
Clinton and Woods to serve as an administrative committee to administer the
Company's 1999 Stock Option Plan. The Board of Directors has appointed Mr.
Clinton, Mr. Woods, Mr. Sullivan, and Mr. Jolley to serve as an audit
committee. During the last fiscal year, the audit committee held one (1)
meeting.

<PAGE>

During the fiscal year ended June 30, 2000, the Board of Directors held
eleven (11) meetings. No incumbent director attended fewer than 75% of the Board
meetings during the year.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following information presents the beneficial ownership of the
Common Stock of the Company, as of October 2, 2000, by the Company's directors,
director nominees, the executive officers named in the Remuneration of Directors
and Officers, and by all directors, director nominees and executive officers as
a group.

Amount and Nature of Percent of
Name and Address of Beneficial Owner(1) Beneficial Ownership Class

J.D. Clinton(2) 4,528,374 14.48%
Kent E. Lillie(3) 1,177,600 3.76%
A.E. Jolley(4) 586,092 1.87%
Joseph I. Overholt(5) 490,000 1.57%
J. Daniel Sullivan(6) 221,000 *
Frank A. Woods(7) 45,000 *
Theodore M. Engle III(8) 63,500 *
Arthur D. Tek(9) 129,000 *
Everit A. Herter(10) 38,000 *
H. Wayne Lambert(11) 82,100 *
All Directors and executive officers as a group
(14 persons) 7,360,666 23.54%

* Less than 1.0%.

(2) See Notes in preceding section entitled "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS."

(3) Includes options to purchase 635,000 shares of Common Stock from the
Company and 32,600 shares of Common Stock held in a retirement account
controlled by Mr. Lillie.

(4) Includes options to purchase 55,000 shares of Common Stock from the
Company.

(5) Includes options to purchase 55,000 shares of Common Stock from the
Company.

(6) Includes options to purchase 50,000 shares of Common Stock from the
Company.

(7) Includes options to purchase 40,000 shares of Common Stock from the
Company.

(8) Includes options to purchase 58,000 shares of Common Stock from the
Company.

(9) Includes options to purchase 54,000 shares of Common Stock from the
Company.

<PAGE>

(10) Includes options to purchase 19,000 shares of Common Stock from the
Company.

(11) Includes options to purchase 20,000 shares of Common Stock from the
Company.

OTHER EXECUTIVE OFFICERS

The following information relates to the executive officers of the
Company, as of October 6, 2000, other than Mr. Lillie who also serves as a
director of the Company, as noted above. With the exception of the Chief
Executive Officer and the Executive Vice President and Chief Financial Officer,
who have employment agreements, the remaining executive officers serve at the
discretion of the Board:

Name Age Position

Theodore M. Engle III 38 President & Chief Operating Officer of the Network
& collectibles.com
Linda Ford 36 Executive Vice President Human Resources
& Communications
Everit A. Herter 59 Executive Vice President of Affiliate Relations
H. Wayne Lambert 50 Executive Vice President & Chief Information Officer
George J. Phillips 38 Executive Vice President, General Counsel & Secretary
Arthur D. Tek 51 Executive Vice President & Chief Financial Officer

Theodore M. Engle III, President and Chief Operating Officer of the
Network and collectibles.com. Mr. Engle has served as President and COO of the
Company from August 2000. Mr. Engle joined the Company in February 1998 as
Executive Vice President and Chief Operating Officer, and was President of
collectibles.com until he assumed his current duties. Prior to joining the
Company, Mr. Engle was Chief Operating Officer of HLC, Inc., a developer and
provider of banking products to corporate clients. Prior to joining HLC, Inc.
in 1995, Mr. Engle served as Chief Financial Officer for IBM's Tennessee
marketing and sales operation. He was employed by IBM for 11 years. Mr. Engle
holds a BS degree in accounting from the University of Tennessee.

Linda O. Ford, Executive Vice President of Human Resources. Ms. Ford
has served as Executive Vice President of the Company from July 7, 2000. Ms.
Ford joined the Company in May 1996 as Vice President of Human Resources
managing the strategic planning and business operations associated with
recruitment, compensation planning, welfare benefit programs, payroll and all
employee relations matters. Prior to joining the Company, Ms. Ford served as a
Human Resources Consultant for Phillips & Phillips Associates, Inc. From 1993
through 1995 she was Manager of Human Resources for National Auto/Truck Plaza's
corporate headquarters. From 1989 through 1993 Ms. Ford was the Human Resources
Manager for Union Oil Company's Southeast Auto/Truck Plaza Network.

Everit A. Herter, Executive Vice President of Affiliate Relations. Mr.
Herter became Executive Vice President of Affiliate Relations in September 1998,
and served the Company form 1994 to 1998 as a consultant, as Director of
Affiliate Relations and as Vice President for Affiliate Relations. Prior to
joining the Company, Mr. Herter was a Senior Vice President with the J. Walter
Thompson Company advertising agency ("JWT"). Mr. Herter was employed by JWT
for 16 years. Before joining JWT, Mr. Herter was Vice President, Management
Supervisor on the Ford Motor Company Corporate advertising account and
Assistant to the President of Kenyon & Eckhardt Advertising in New York City.

H. Wayne Lambert, Executive Vice President and Chief Information
Officer. Mr. Lambert became Executive Vice President and Chief Information
Officer in August 1999. He joined the Company in March 1992 as Vice President of
Information Technology. Prior to joining the Company, he served as Operations
Officer for National Book Warehouses, Inc. in Knoxville, Tennessee. Prior to
joining National Book Warehouses, he served as Assistant Controller for the
Knoxville News-Sentinel, a newspaper in Knoxville, Tennessee. Mr. Lambert is a
retired Captain of the Tennessee Air National Guard and a Base Budget Officer.
He is a graduate of the University of Tennessee.

<PAGE>

George J. Phillips, Executive Vice President, General Counsel and
Secretary. Mr. Phillips joined the Company in November 1997. Prior to joining
the Company, Mr. Phillips was Counselor to the Assistant Attorney General of
the Civil Division of the United States Department of Justice from 1993 through
1997, where he oversaw the Office of Consumer Litigation. Prior to joining the
Justice Department, Mr. Phillips was in private practice with Baker,
Worthington, Crossley, Stansberry & Woolf in Nashville, Tennessee, from 1989
to 1993 where he concentrated on litigation. Mr. Phillips graduated from
Duke University and obtained his law degree from the University of Tennessee.
Mr. Phillips is a member of the American Corporate Counsel Association and the
Tennessee Bar Association.

Arthur D. Tek, Executive Vice President and Chief Financial Officer.
Mr. Tek has served as the Executive Vice President and Chief Financial Officer
since March 1999. Prior to joining the Company, Mr. Tek served as Chief
Financial Officer of Paxson Communications Corporation (owner of the nation's
largest group of television stations) from 1992 to March 1999. Mr. Tek currently
serves on the board of the Broadcast Cable Financial Management Association. He
is also a member of the American Institute of Certified Public Accountants. Mr.
Tek holds a bachelor's degree in economics from Tulane University, an MBA degree
in accounting from Columbia University and an MS degree in information systems
from Rensselaer Polytechnic Institute.

REMUNERATION OF DIRECTORS AND OFFICERS

Summary Compensation

The following table sets forth the compensation paid or accrued by the
Company during the three fiscal years ended June 30, 2000, to those persons who
served as the Company's CEO during the 2000 fiscal year and were the Company's
most highly compensated executive officers (other than the CEO) serving as of
the end of the 2000 fiscal year whose compensation exceeded $100,000
(collectively, the "Named Executive Officers"). Not more than five persons are
required to be shown.

<PAGE>

Summary Compensation Table

Long Term
Annual Compensation Compensation

Securities All Other
Name and Other Annual Underlying Options Compen-
Principal Salary Bonus Compensation /SARs sation
Position Year $ $ $ (#)(2) $
<S> <C> <C> <C> <C> <C> <C>

Kent E. Lillie 2000 216,556 73,050 12,000(1) 20,000 4,000(4)
President & CEO 1999 204,583 -- 12,000(1) 510,000 --
1998 190,000 124,523 12,000(1) 55,000 88,453(3)
Theodore M. Engle 2000 158,774 -- -- 24,500 --
III, President & COO 1999 140,000 -- -- 50,000 --
of the Network & 1998 41,539 -- -- 100,000 --
collectibles.com

Arthur D. Tek 2000 168,434 30,789 -- 40,000 41,461(3)
EVP & CFO 1999 47,115 -- -- --

H. Wayne Lambert 2000 121,890 -- -- 20,000 17,503(3)
Executive Vice 1999 104,338 -- -- -- 1,554(3)
President and CIO 1998 89,046 -- -- 10,000 --

Everit A. Herter 2000 129,973 1,000 -- -- 42,627(3)
Executive 1999 120,769 12,000 -- -- --
Vice President 1998 94,961 12,000 -- -- --
Affiliate Relations
</TABLE>

(1) Other Annual Compensation consists of automobile allowances.

(2) All numbers represent options to purchase Common Stock of the Company.

(3) Relocation allowances.

(4) One time fringe benefit.

<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth certain information concerning stock
option and stock appreciation right ("SAR") grants to any Named Executive
Officer who was granted a stock option during the 2000 fiscal year of the
Company.

<PAGE>

Options/SAR Grants in Last Fiscal Year

Individual Potential Realizable Value
at Assumed Annual Rates
Number of % of Total of Stock Price
Securities Options/SARs Exercise Appreciation for
Underlying Granted to Or Base Option Term
Options/SARs Employees in Price Expiration
Granted (#) Fiscal Year ($/sh) Date 5%(S) 10%($)
<S> <C> <C> <C> <C> <C> <C>

Kent E. Lillie(1) 4,000 .40% $4.5469 5/26/06 $6,185 $14,033
4,000 .40% 4.5469 5/26/07 7,404 17,255
4,000 .40% 4.5469 5/26/08 8,684 20,799
4,000 .40% 4.5469 5/26/09 10,027 24,698
4,000 .40% 4.5469 5/26/10 11,438 28,986
Theodore M. Engle(2) 4,000 .40% 8.3750 9/28/05 11,393 25,847
4,000 .40% 8.3750 9/28/06 13,638 31,782
4,000 .40% 8.3750 9/28/07 15,995 38,310
4,000 .40% 8.3750 9/28/08 18,470 45,491
4,000 .40% 8.3750 9/28/09 21,068 53,390
900 .09% 4.7344 6/2/06 1,449 3,288
900 .09% 4.7344 6/2/07 1,735 4,042
900 .09% 4.7344 6/2/08 2,034 4,873
900 .09% 4.7344 6/2/09 2,349 5,786
900 .09% 4.7344 6/2/10 2,680 6,791
Arthur D. Tek(3) 8,000 .80% 4.5469 5/26/06 12,371 28,066
8,000 .80% 4.5469 5/26/07 14,808 34,510
8,000 .80% 4.5469 5/26/08 17,368 41,598
8,000 .80% 4.5469 5/26/09 20,055 49,396
8,000 .80% 4.5469 5/26/10 22,876 57,973
H. Wayne Lambert(4) 4,000 .40% 8.7810 8/12/05 11,946 27,100
4,000 .40% 8.7810 8/12/06 14,299 33,323
4,000 .40% 8.7810 8/12/07 16,770 40,167
4,000 .40% 8.7810 8/12/08 19,365 47,697
4,000 .40% 8.7810 8/12/09 22,089 55,979
</TABLE>

(1) Options to acquire 20,000 shares of common stock granted on May 26,
2000, with options to purchase 4,000 shares vesting on May 26, 2001 and
on each anniversary thereafter until May 26, 2005. Once vested, the
option terminates on the earlier of thirty (30) days following
termination of employment or five (5) years.

(2) Options to acquire 20,000 shares of common stock granted on September
28, 1999, with options to purchase 4,000 shares vesting on September
28, 2000 and on each anniversary thereafter until September 28, 2004.
Once vested, the option terminates on the earlier of thirty (30) days
following termination of employment or five (5) years.

(3) Options to acquire 4,500 shares of common stock granted on June 2,
2000, with options to purchase 900 shares vesting on June 2, 2001 and
on each anniversary thereafter until June 2, 2005. Once vested, the
option terminates on the earlier of thirty (30) days following
termination of employment or five (5) years.

(4) Options to acquire 40,000 shares of common stock granted on May 26,
2000, with options to purchase 8,000 shares vesting on May 26, 2001 and
on each anniversary thereafter until May 26, 2005. Once vested, the
option terminates on the earlier of thirty (30) days following
termination of employment or five (5) years.

(5) Options to acquire 20,000 shares of common stock granted on August 12,
1999, with options to purchase 4,000 shares vesting on August 12, 2000
and on each anniversary thereafter until August 12, 2004. Once vested,
the option terminates on the earlier of thirty (30) days following
termination of employment or five (5) years.

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth certain information with respect to
options exercised by any Named Executive Officer during the 2000 fiscal year of
the Company, and with respect to unexercised options to purchase shares of the
Common Stock held by such officers as of the end of the 2000 fiscal year.

Aggregate Option/SAR Exercises In Last Fiscal Year
And Fiscal Year End Option/SAR Value
<TABLE>
<CAPTION>

Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
June 30, 2000 At June 30, 2000
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise(#) ($) Unexercisable Unexercisable(5)
<S> <C> <C> <C> <C>

Kent E. Lillie(1) 200,000 $1,371,800 625,000/470,000 $741,380/$269,550
Everit A. Herter(2) 19,000 $138,871 19,000/27,000 $0/$0
</TABLE>

(1) Options to purchase 200,000 shares were exercised on April 13, 2000
at an exercise price of $1.00 per share. The value realized is based
upon the closing price on the Nasdaq Stock Market on that date of
$7.859.

(2) Options to purchase 9,000 shares were exercised on February 17, 2000 at
an exercise price of $3.031 per share. The value realized is based upon
the price on the Nasdaq Stock Market on that date of $13.25. Options to
purchase 10,000 shares were exercised on April 13, 2000 at an exercise
price of $2.810 per share. The value realized is based upon the price
on the Nasdaq Stock Market on that date of $7.50.

<PAGE>

Employment Agreements

Kent E. Lillie. On September 25, 1993, the Company executed an
employment agreement with Kent E. Lillie whereby Mr. Lillie commenced employment
as the Company's President and Chief Executive Officer. Under that agreement,
Mr. Lillie was granted options to purchase up to 600,000 shares of Common Stock
at an exercise price of $1.00 per share during the term of the agreement, all
of which have been exercised.

On June 21, 1996, the Board of Directors granted Mr. Lillie options to
purchase an additional 500,000 shares of the Company's Common Stock at a price
of $3.75 per share. Options to purchase 100,000 of these shares vested on
January 1, 1997, 1998, 1999 and 2000, and options to purchase an additional
100,000 shares will vest on January 1, 2001. Effective June 19, 1997, these
options were replaced with options having the same terms and conditions, except
for the exercise price which was reduced to $2.87.

Effective July 1, 1997, the Company executed a new employment agreement
with Mr. Lillie to continue his employment as President and Chief Executive
Officer. The agreement provided that Mr. Lillie would be granted options to
purchase up to 50,000 shares of the Company's Common Stock at an exercise price
of $2.875 per share. These options will vest on June 30, 2001 and expire on June
30, 2006. In the event of a "change of control" of the Company, as defined in
the agreement, the agreement grants Mr. Lillie certain rights, including the
right to resign at any time during the twelve months following the occurrence of
the event, and any options to purchase stock not yet vested shall automatically
vest on the date of such termination. The Company also agreed to pay or
reimburse Mr. Lillie for the relocation of his primary residence from Atlanta,
Georgia, to Nashville, Tennessee, the Company's new headquarters location. The
Company also agreed to make Mr. Lillie a loan in the amount of $800,000 in
connection with the relocation of his residence. All of the loan proceeds have
been advanced to Mr. Lillie. The loan matures on the earlier of (i) the date of
Mr. Lillie's termination from the Company, or (ii) June 30, 2002. Until
maturity, payments equal to ten percent (10%) of bonus payments made to Mr.
Lillie are required to be used to repay the loan. During the fiscal year ending
June 30, 2000, Mr. Lillie received $73,050 in cash bonus payments. The loan does
not bear interest.

<PAGE>

Effective January 27, 1999, the Company executed a new employment
agreement with Mr. Lillie to continue his employment as President and Chief
Executive Officer. Under the terms of the agreement, Mr. Lillie will be employed
for a term of five (5) years, beginning February 1, 1999, with a base salary of
$225,000 per year. The agreement is automatically renewable for successive two
(2) year terms unless either party terminates the agreement prior to the
commencement of the renewal term. In addition to the base salary, the agreement
also provides for a quarterly bonus of the greater of (i) ten percent (10%) of
the increase of the Company's net income over the same quarter of the previous
fiscal year, or (ii) five percent (5%) of the Total Cash Flow with Total Cash
Flow being defined as the Company's net income, plus depreciation and
amortization. Under the agreement, Mr. Lillie receives an automobile allowance
and other fringe benefits and allowances. The agreement also provides that Mr.
Lillie will be granted options to purchase up to 500,000 shares of the Company's
Common Stock at an exercise price of $11.813 per share. Effective on the date of
the Agreement, the option to purchase 100,000 of these shares vested, and
options to purchase 100,000 shares will vest on each of the next four (4)
anniversary dates of the Agreement. In the event of a "change of control" of the
Company, as defined in the agreement, the agreement grants Mr. Lillie certain
rights, including the right to resign at any time during twenty-four (24) months
following the occurrence of the event, and to receive an amount of cash equal to
his base salary and monthly allowances for the twenty-four (24) months preceding
such resignation. In addition, any options to purchase stock not yet vested
shall automatically vest on the date of such termination. In the event the
Company terminates Mr. Lillie for cause, the Company has agreed to continue Mr.
Lillie's base salary and car allowance for a period of one year. The agreement
also provides that Mr. Lillie will not compete with the Company for two (2)
years following the termination of his employment.

Arthur D. Tek. On February 25, 1999, the Company executed an employment
agreement with Arthur D. Tek whereby Mr. Tek commenced employment as the
Company's Executive Vice President and Chief Financial Officer. Under the terms
of the agreement, Mr. Tek will be employed for a term of five (5) years,
beginning on March 12, 1999, with a base salary of $175,000 per year. The term
of the agreement may only be extended by mutual agreement. If the Company elects
not to renew the agreement, then Mr. Tek will be paid his base salary for one
year or until he accepts a position with another company. In addition to the
base salary, the agreement provides Mr. Tek an annual bonus up to $75,000 per
year, based on a bonus plan similar to the one in existence for the President
and Chief Executive Officer. The agreement also provided for Mr. Tek to be paid
or reimbursed for the relocation of his primary residence from Florida to
Nashville, Tennessee, including certain lodging expenses in Nashville,
Tennessee. The agreement granted Mr. Tek options to purchase up to 150,000
shares of Common Stock at an exercise price of $13.00 per share during the term
of the agreement. Of those options, options to purchase 30,000 shares vested on
March 12, 1999, and additional options to purchase 24,000 shares vest on each
anniversary date thereafter for five years. The options expire on the earlier to
occur of (a) five years after the date of vesting or (b) 90 days after
termination of Mr. Tek's employment with the Company. If within two years of a
"change of control", as defined in the agreement, the Company terminates Mr. Tek
without cause or Mr. Tek resigns, then the Company has agreed to continue Mr.
Tek's base salary for a period of two years or the remainder of the term of the
agreement, whichever is shorter, and has also agreed to extend the time during
which Mr. Tek can exercise his stock options to one (1) year following the
termination. In the event the Company terminates Mr. Tek without cause or Mr.
Tek resigns due to the Company's breach of the agreement, then the Company has
agreed to continue Mr. Tek's base salary for one year, unless he accepts a
position with another company. The agreement also provides that Mr. Tek will not
compete with the Company for one year following the termination of his
employment, unless the agreement is terminated by the Company without cause or
by Mr. Tek due to the Company's breach of the agreement.

Compensation of Directors

In June 1997, each director was granted an option to purchase 10,000
shares of the Common Stock of the Company at a price of $2.875 per share. These
options expire in June 2002 if not exercised prior to such date. Beginning in
1998, the Company paid each director $500 for each meeting attended ($100 if
attendance is by telephone), along with the director's expenses associated with
attending the meeting. Effective December 2, 1998, the amount paid to Directors
was increased to $1,000 for each meeting attended ($500 if attendance is by
telephone). Effective January 1, 1998, the Company also granted to each director
an option to purchase 5,000 shares of the Company's Common Stock at an exercise
price of $3.75, the market price on the date issued. Effective December 2, 1998
the Company also granted to each director an option to purchase 10,000 shares of
the Company's Common Stock at an exercise price of $6.969, the market price on
the date granted. Effective August 16, 2000, the Company also granted to each
director an option to purchase 10,000 shares of the Company's Common Stock at an
exercise price of $3.75, the market price on the date granted.

Omnibus Stock Incentive Plan

The Company's Omnibus Stock Incentive Plan (the "Plan") was adopted by
the Company's Board of Directors on October 15, 1991, and approved by the
Company's shareholders at the 1991 annual meeting of shareholders. The Plan was
amended at the 1996 annual meeting of shareholders to make certain technical
changes.

A special administrative committee of the Board of Directors was
appointed to administer the plan. All employees of the Company are eligible to
receive stock options and/or stock appreciation rights under the plan. Options
granted under the Plan can be either incentive stock options or nonqualified
stock options. Incentive stock options to purchase Common Stock may be granted
at not less than 100% of fair market value of the Common Stock on the date of
the grant.

SARs generally entitle the participant to receive the excess of the
fair market value of a share of Common Stock on the date of exercise over the
initial value of the SAR. The initial value of the SAR is the fair market value
of a share of Common Stock on the date of the grant.

A maximum of 1,500,000 shares of Common Stock may be issued upon the
exercise of options and SARs.

<PAGE>

No option or SAR may be granted after October 15, 2001. No option that
is an incentive stock option nor any corresponding SAR related to such option
shall be exercisable after the expiration of ten (10) years from the date such
option or SAR was granted or after the expiration of five (5) years in the case
of any such option or SAR that was granted to a 10% shareholder.

As of October 6, 2000, stock options for 657,800 shares of Common Stock
have been granted under the Plan and were outstanding and unexercised. A total
of 652,000 shares of Common Stock of the Company have been previously issued
upon exercise of stock options issued under the Plan. Mr. Lillie's options were
not granted by the Company pursuant to the Plan. The Company has never issued
any SARs.

1999 Employee Stock Option Plan

The Board of Directors approved the 1999 Plan on July 21, 1999, and the
1999 Plan was approved by stockholders on March 30, 2000.

The 1999 Plan is administered by a committee of the Board (the
"Committee") consisting of two non-employee directors. All directors and key
employees of the Company and its subsidiaries (persons to whom options are
granted are referred to as "Participants"), are eligible to receive options
under the 1999 Plan. Subject to the provisions of the 1999 Plan, the Committee
selects the directors and key employees to whom options will be granted,
determines the number of shares of Common Stock that will be subject to each
option, and determines the time when options will be granted, the manner in
which each option is exercisable, the duration of the exercise period, and the
terms of conditions of options that are based on performance.

The maximum number of shares of Common Stock that may be subject to
options granted under the 1999 Plan is 3,000,000.

For all options granted under the 1999 Plan, the option exercise price
is equal to the fair market value of a share of Common Stock on the date of the
grant, unless the person to whom an option is granted owns more than ten percent
(10%) of the total voting stock of the Company, in which case the exercise price
must not be less than 110% of the fair market value of the stock at the time of
the grant.

As of October 6, 2000, stock options for 1,572,850 shares of Common
Stock have been granted under the 1999 Plan and were outstanding and
unexercised. No shares of Common Stock of the Company have been previously
issued upon exercise of stock options issued under the Plan.

TRANSACTIONS WITH MANAGEMENT AND DIRECTORS

Compensation Committee Interlocks and Insider Participation

The Board of Directors of the Company does not have a Compensation
Committee. All directors of the Company participate in executive compensation
decisions. The members of the Board of Directors during the fiscal year
ended June 30, 2000, were J.D. Clinton, A.E. Jolley, Joseph I. Overholt, Frank
A. Woods, J. Daniel Sullivan, and Kent E. Lillie.

Transactions with Related Parties

In September 1998, the Company relocated its studios and headquarters
to newly constructed facilities in Nashville, Tennessee. The real property for
the new facility was initially acquired by a limited liability company organized
by individuals related to J.D. Clinton, and that company obtained a construction
loan (the "Facility Loan") in January 1998 from a commercial lender to build the
facility. The loan was guaranteed by the Company and also was personally
guaranteed by Mr. Clinton. The Company agreed to pay to Mr. Clinton an annual
fee equal to 1% of the amount of the Facility Loan in consideration for Mr.
Clinton's guaranty, which was to be payable in either cash or in stock of the
Company. In March 1998, the Company acquired the facility by acquiring all of
the ownership interest in the limited liability company for a price equal to the
balance due on the Facility Loan, thereby generating no profits for the owners
of the limited liability company. The Company paid the Facility Loan in full
upon the acquisition of the limited liability company, thereby terminating Mr.
Clinton's guaranty. As a result of the agreement to pay a fee to Mr. Clinton for
his guaranty, the Company issued to Mr. Clinton a total of 11,226 shares of
Common Stock. The Company also retained the services of a development company
with respect to the construction and development of the facility, and paid a
development fee of approximately $165,000 for its services. The development
company is owned by Stephen Sanders, an individual who is related to J.D.
Clinton. The Board of Directors of the Company approved the development
agreement and determined that the agreed upon fee was in an amount considered
normal and typical in the industry for the type of services to be rendered.

In connection with the relocation of Kent E. Lillie's primary residence
from Atlanta, Georgia, to Nashville, Tennessee, the Company has made an
interest-free loan to Mr. Lillie in the principal amount of $800,000. See
"MANAGEMENT - Employment Agreements - Kent E. Lillie" herein.

On September 1, 1999, the Company entered into a lease agreement with
INSOUTH Bank under which the Company leased approximately 9,244 square feet of
office space in a commercial building which is adjacent to the main offices of
the Company in Nashville. The lease is for a term of five (5) years, with
renewal options, at a lease rate that was determined by the Company to be
comparable to the lease rates for comparable space in the area. J.D. Clinton is
the controlling shareholder of INSOUTH Bank.

REPORT ON EXECUTIVE COMPENSATION

The Company's Board of Directors makes decisions on compensation of the
Company's executives. Each member of the Board, except for Kent E. Lillie, is a
non-employee director. It is the responsibility of the Board to assure that the
executive compensation programs are reasonable and appropriate, meet their
stated purpose and effectively service the interests of the Company and its
stockholders. Pursuant to rules of the Securities and Exchange Commission
("SEC") designed to enhance disclosure of corporate policies toward executive
compensation, set forth below is the report of the Board of Directors with
respect to executive compensation.

Compensation Philosophy and Policies for Executive Officers

The Company believes that the most effective executive compensation
program aligns the interest of the Company's executives with the interests of
its stockholders. The Company's primary corporate mission is to achieve
profitability on a consistent basis and thereby enhance long-term stockholder
value. In pursuit of that mission, the Board seeks to maintain a strong positive
nexus between this mission and its compensation and benefit goals.

The Company's executive compensation program exemplifies the Board's
commitment to that nexus. The Company provides only minimal perquisites to its
executive officers, relying instead upon compensation methods that emphasize
overall Company performance. In addition, the Company maintains no contractual
arrangements with any executive officer, other than its agreements with its CEO
and CFO, thereby enhancing the opportunities for performance-based rewards to
individuals.

The Company's executive compensation program supports the Company's
mission by:

o Directly aligning the interests of executive officers with the
long-term interests of the Company's stockholders by making Company
stock appreciation over the long term the cornerstone of executive
compensation through awards that can result in the ownership of
substantial amounts of the Company's Common Stock.

o Providing compensation opportunities that create an environment that
attracts and retains talented executives on a long-term basis.

o Emphasizing pay for performance by having a meaningful portion of
executive compensation "at risk."

<PAGE>

At present, the Company's executive compensation program is comprised
of three primary components: base salary, annual cash incentive (bonus) and
long-term incentive opportunity in the form of stock options. Two of the three
components of the Company's executive compensation plan -- bonus and stock
options -- directly relate to overall performance by the Company. With respect
to the third component -- salary -- the Company seeks to be at or below market,
placing primary emphasis on the opportunities for greater reward through the
availability of performance-based reward mechanisms.

Base Salary

The base salary of the Company's Chief Executive Officer, as listed in
the Summary Compensation Table, is governed by an employment agreement with the
Company. As a part of its search for a Chief Executive Officer in 1993, the
Board determined that in order to attract an individual with knowledge and
experience necessary to implement the Company's mission, the Company needed to
provide that individual with a certain level of compensation. The Board also
determined to place a greater portion of the compensation package in
performance-based compensation (i.e., performance bonus and stock options),
thereby providing an incentive for outstanding performance and minimizing the
amount of guaranteed compensation. The Board believes that the employment
agreement with Mr. Lillie contains an appropriate mix of guaranteed and
performance-based compensation.

The Company has no other employment agreements with any other
employees, other than its CFO. All other executive officer salaries are
evaluated on an annual basis. In determining appropriate salary levels and
salary increases, the Board considers achievement of the Company's mission,
level of responsibility, individual performance, internal equity and external
pay practices. In this regard, the Board attempts to set base salaries of all
executive officers at rates at or below the rates of other individuals in
equivalent positions in the market area. The Board determines those rates from
information gathered by its members.

Annual Bonus

The Board believes that annual bonuses to executive officers encourage
management to focus attention on key operational goals of the Company, and
corporate and business earnings are the main performance measure for awards of
bonuses. In that regard, the agreement with the Company's Chief Executive
Officer provides a quarterly bonus of the greater of (i) ten percent (10%) of
the increase of the Company's net income over the same quarter of the previous
fiscal year, or (ii) five percent (5%) of the Total Cash Flow with Total Cash
Flow being defined as the net income, plus depreciation and amortization. In
addition, the agreement with the Company's CFO provides for a bonus equal to 25%
of the amount of the bonus paid to the President up to $75,000, and the Company
may also pay the CFO a discretionary bonus. With respect to the other executive
officers of the Company, the Board does not have a formal annual incentive plan.
Instead, the Board has elected to review the corporate and business performance
of the Company on a periodic basis, and make awards to executive officers if
appropriate. In determining appropriate annual bonuses, the Board considers
achievement of the Company's mission, level of responsibility, individual
performance, internal equity, and external pay practices. In the fiscal year
ended June 30, 2000, the Board elected to award cash bonuses to three executive
officers.

Long-Term Incentives

The Company's only current long-term incentive compensation is stock
options that are directly related to improvement in long-term stockholder value.
The Board believes that stock option grants provide an incentive to executive
officers that focuses each officer's attention on managing the Company from the
perspective of an owner with an equity stake in the business. In addition, the
Board believes that stock option grants provide the Company with a mechanism for
recruiting individuals by providing an opportunity for those officers to profit
from the results of their contributions to the Company. These grants also help
ensure that operating decisions are based on long-term results that benefit the
Company and ultimately the Company's stockholders.

The options granted to executive officers provide the right to purchase
shares of Common Stock usually at the fair market value on the date of grant.
Usually, each stock option becomes vested and exercisable over a period of time,
generally five years. The number of shares covered by each grant reflects the
Board's assessment of the executive's level of responsibility, and his or her
past and anticipated contributions to the Company. The size of option grants to
individual executives is designed to reflect the impact the individual has on
decisions that affect the overall success of the Company.

The Company granted no stock options for shares of Common Stock to its
officers in the fiscal year ended June 30, 1993, and the Company granted stock
options for 210,000 shares of Common Stock to its officers, other than the
President, in the fiscal year ended June 30, 1994. In the fiscal year ended June
30, 1995, the Company awarded officers options to purchase up to 140,000 shares
of Common Stock. In the fiscal year ended June 30, 1996, the Company awarded
officers options to purchase up to 225,000 shares of Common Stock. In the fiscal
year ended June 30, 1997, the Company awarded officers options to purchase up to
145,000 shares of Common Stock. In the fiscal year ended June 30, 1998, the
Company awarded officers options to purchase up to 485,000 shares of Common
Stock. In the fiscal year ended June 30, 1999, the Company awarded executive
officers options to purchase up to 270,000 shares of Common Stock. Since June
30, 1999, the Company has awarded its executive officers options to purchase up
to 170,000 shares of Common Stock. In the fiscal year ended June 30, 2000, the
Company awarded executive officers options to purchase up to 160,500 shares of
Common Stock. Since June 30, 2000, the Company has awarded its executive
officers options to purchase up to 125,000 shares of Common Stock. These totals
are exclusive of stock options granted to Kent E. Lillie and are net of any
options that expired without being exercised.

Chief Executive Compensation

The regulations of the SEC require the Board to disclose the basis for
the compensation of the Company's Chief Executive Officer relative to the
Company's performance. The Company's Chief Executive Officer is its President,
Kent E. Lillie. Mr. Lillie's compensation is governed by the terms of an
employment agreement dated September 25, 1993, a second employment agreement
dated July 1, 1997, and a third employment agreement dated January 27, 1999.

The Board's general approach in establishing Mr. Lillie's compensation
was to provide a base salary below market, augmented by an annual bonus based
upon specific corporate-wide performance criteria, and stock options reflective
of the value of that performance. The Board approved a current base salary of
$225,000 as provided by the third Employment Agreement, and a quarterly bonus
based upon the financial performance of the Company. The Board determined, based
upon the information available, that the base salary and annual bonus was below
the market rate and within the Company's overall internal compensation goal. Mr.
Lillie was paid a bonus for the fiscal year ended June 30, 2000 of $73,050.
Consistent with the goals stated above, that fact reflects the Company's overall
performance during that fiscal year and not Mr. Lillie's performance.

As a part of the first employment agreement, dated September 25, 1993,
Mr. Lillie was granted options to purchase up to 600,000 shares of the Company's
Common Stock at an exercise price of $1.00 per share, all of which have been
exercised. The Board granted Mr. Lillie an option to purchase 500,000 shares of
its Common Stock as additional long-term incentive during the fiscal year ended
June 30, 1997. Effective July 1, 1997, the Company and Mr. Lillie entered into a
new employment agreement, under which Mr. Lillie received options to purchase
50,000 shares of the Company's Common Stock and certain changes were made in the
computation of Mr. Lillie's bonus. Effective January 27, 1999, the Company and
Mr. Lillie entered into a new employment agreement, under which Mr. Lillie
received options to purchase 500,000 shares of the Company's Common Stock. See
"Employment Agreements" herein.

THE FOREGOING REPORT IS SUBMITTED BY ALL MEMBERS OF THE COMPANY'S BOARD OF
DIRECTORS WHOSE MEMBERS ARE AS FOLLOWS:

J.D. Clinton A.E. Jolley J. Daniel Sullivan
Kent E. Lillie Frank A. Woods Joseph I. Overholt

STOCKHOLDER RETURN COMPARISONS

The following line-graph compares the cumulative stockholder returns
for the Company over the past five (5) years with a broad market equity index
and a published industry or line-of-business index. For these purposes, the
Company has chosen the Nasdaq Market Index and a Peer Group Index composed of a
combination of those industries classified as "Media - Broadcasting - TV" and
"Retail - Catalog & Mail Order Houses" by Media General Financial Services, Inc.
The chart below uses as a beginning price the average of the high and low bid of
the Company's Stock on June 30, 1995 (the last trading day prior to fiscal year
1996), and assumes $100 invested on that date.

6/30/95 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00
<S> <C> <C> <C> <C> <C> <C>

Shop At Home 100.00 140.91 102.27 129.55 323.87 169.89
Peer Group Index 100.00 141.34 143.15 178.50 201.05 266.01
Nasdaq Market 100.00 125.88 151.64 201.01 281.68 423.84

</TABLE>

<PAGE>

Compliance with Section 16(a) of the Exchange Act

Officers, directors and certain shareholders of companies which have
equity securities registered with the SEC under Section 12 of the Securities
Exchange Act of 1934, as amended from time to time (the "Securities Exchange
Act"), must file certain periodic reports (identified as Forms 3, 4 and 5) with
respect to their stock ownership of the company, and certain changes therein.
Based solely upon a review of the Forms 3 and 4 and amendments thereto furnished
to the Company during the most recent fiscal year and Forms 5 and amendments
thereto furnished to the Company with respect to the most recent fiscal year, no
director, officer, or shareholder beneficially owning more than 10% of any class
of equity securities failed on a timely basis to file reports required by
Section 16(a) of the Exchange Act:

PROPOSAL NO. 2

APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES B
CONVERTIBLE PREFERRED STOCK, IN PAYMENT OF DIVIDENDS THEREON AND UPON EXERCISE
OF THE WARRANTS IN EXCESS OF 19.99% OF THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING ON JUNE 30, 2000, PURSUANT TO RULE 4460 OF THE NASDAQ STOCK MARKET.

Background

On June 30, 2000, the Company issued 2,000 shares of Series B
Convertible Preferred Stock, $10,000 stated value per share (the "Series B
Preferred Stock"), in a private placement to institutional investors. The net
proceeds of the offering, after expenses, were approximately $19.1 million. The
Company intends to use such proceeds primarily for general corporate purposes,
including working capital.

In connection with the sale of the Series B Preferred Stock, the
Company issued warrants to purchase up to 2,000,000 shares of Common Stock (the
"Warrants"). The Warrants expire on June 30, 2003 and have an exercise price of
$5.00 per share, subject to certain adjustments. If all the Warrants were
exercised, the Company would receive proceeds of approximately $10.0 million.
The exercise price and number of shares purchasable upon exercise of the
warrants are subject to adjustment upon the occurrence of certain dilutive
events. The exercise price may also be lowered to the average of the closing
bid prices for the 10 trading days immediately preceding and including June
30, 2001, if such average price is less than $5.00. If the Warrants are
exercised, the Company intends to use the proceeds primarily for general
corporate purposes, including working capital.

Waiver and Agreement

The Series B Preferred Stock converts into Common Stock at a floating
rate based on the market price of the Common Stock, subject to maximum
conversion price which is presently $12.00. The lower the price of the Common
Stock at the time the holder converts, the greater the number of shares of
Common Stock the holder will receive. The terms of the Series B Preferred
originally provided that the holders could not exercise their rights to convert
the Series B Preferred Stock or engage in short sales of the Common Stock
(beyond the number of shares of Common Stock issuable upon exercise of the
Warrants) prior to December 31, 2000, unless certain events occurred. One such
event would have occurred if the closing price of the Common Stock was below
$3.00 for 10 trading days out of 15 consecutive trading days; another would have
occurred if the closing price of the Common Stock was less than $2.50 for three
consecutive trading days (the "Price Targets") . As of the close of trading on
September 20, 2000, the closing price of the Common Stock had been below $3.00
for eight consecutive trading days.

In order to prevent the removal of restrictions on conversion of all
of the Series B Preferred Stock and the removal of all restrictions on short
sales and the likely resulting significant dilution to the holders of
Common Stock, the Company engaged in negotiations with the holders of the
Series B Preferred Stock to restructure certain terms of the Series B
Preferred Stock. On September 21, 2000, the Company entered into the Waiver
and Agreement with the holders of the Series B Preferred Stock. The holders
have agreed to waive through October 31, 2000 the application of the Price
Targets that would have enabled the holders to voluntarily convert their Series
B Preferred Stock and which would have rendered inapplicable certain
restrictions on shorting our Common Stock. This waiver will extend until
December 31, 2000 in the case of voluntary conversion, and until June 30, 2001
in the case of short selling, if by October 31, 2000 certain conditions are
met. The conditions would be deemed satisfied by an agreement to sell a
television station on certain specified terms, including for proceeds,
net of related fees and expenses, in excess of $30 million. The Company expects
that the sale of its Bridgeport station, if consummated, will satisfy this
condition.

The Company has also agreed with the holders of our Series B Preferred
Stock that they will convert 500 shares of Series B Preferred Stock ($5 million
stated value) into Common Stock by October 31, 2000, and another 500 shares of
Series B Preferred Stock ($5 million stated value) into Common Stock between
November 1, 2000 and December 31, 2000, subject to certain volume limitations
and other conditions. Under the pre-existing terms of the Series B Preferred
Stock the holders may, among other things, engage in short sales of Common
Stock up to the amount of the conversions referenced above. The Company
retains the right, subject to certain conditions, to redeem for cash the
remaining 1,000 shares of Series B Preferred Stock ($10 million of the
original $20 million of stated value issued).

Rule 4460 of the Nasdaq Stock Market

Rule 4460 of the Nasdaq Stock Market, Inc. ("Rule 4460") sets forth certain
corporate governance standards for issuers, such as the Company, whose
securities are listed on the Nasdaq National Market. Rule 4460 requires, among
other things, that the Company obtain shareholder approval for the sale or
issuance in a transaction of a number of shares of Common Stock (or securities
convertible into or exchangeable for Common Stock, such as the Series B
Preferred Stock and the Warrants) equal to or in excess of 20% of the number of
shares of Common Stock outstanding prior to such transaction if such issuance is
for a purchase price which is less than the greater of the book or market value
of the Common Stock. Because the Series B Preferred Stock and Warrants were
issued under the same Securities Purchase Agreement to the same purchasers, the
Company believes they would be treated as issued in a single transaction. Under
the Company's Articles of Amendment of its charter for the Series B
Preferred Stock and under the terms of the warrants, the Company is not
obligated to issue shares of Common Stock upon conversion of the Series B
Preferred Stock or exercise of the related warrants to the extent that the
issuance would cause the Company to violate Rule 4460 (the "Rule 4460 Cap").
Accordingly, unless the Company obtains shareholder approval or is no longer
subject to Rule 4460, then the Company is not obligated to issue more than
6,249,827 shares of Common Stock upon conversion of the Series B Preferred
Stock, as payment of dividend thereon or upon exercise of the related warrants,
which represents 19.99% of the 31,264,772 shares of Common Stock outstanding on
the closing date of June 30, 2000.

Because the conversion price of the Series B Preferred Stock is a
floating price, the conversion of the Series B Preferred Stock, the payment of
dividends thereon in shares of Common Stock, and the exercise of the Warrants
could, absent the Rule 4460 Cap, result in the issuance of a number of shares of
Common Stock greater than 20% of the outstanding Common Stock. Accordingly,
the terms of the Series B Preferred Stock requires that the Company seek
shareholder approval of the issuance of Common Stock under Rule 4460 on or
prior to November 30, 2000 (the "Rule 4460 Approval") and provide for certain
consequences if the Company fails to obtain such approval.

Consequences of the Vote to Approve or Not to Approve the Issuance of Common
Stock Under Rule 4460

If the Company obtains shareholder approval of the issuance of Common
Stock upon conversion of the Series B Preferred Stock, in payment of dividends
thereon and upon exercise of the Warrants in excess of the Rule 4460 Cap, the
existing holders of Common Stock will be subject to further dilution as Rule
4460 will no longer limit the number of shares of Common Stock that would be
subject to issuance.

If we do not obtain shareholder approval by November 30, 2000,
regardless of whether or not Rule 4460 limits our ability to issue Common Stock,
under the terms of the Series B Preferred Stock:

o we will be required to pay a daily penalty for each day thereafter
until the approval is obtained in the amount of 2% of the amount
of the liquidation preference on the Series B Preferred Stock for
a period of not more than 15 days in any one 365 day period;
provided, that the total payments may not exceed the greater of
$5,000,000 or such larger amount as would not constitute a
violation of our Indenture and Revolving Credit Agreement;

o if the failure to obtain shareholder approval results in our
inability to issue Common Stock upon a requested conversion of
Series B Preferred Stock, in payment of dividends thereon, or upon
exercise of the Warrants, we will be obligated to either delist
our Common Stock from the Nasdaq Stock Market or redeem the Series
B Preferred Stock and warrants at a price equal to, in the case
of the Series B Preferred Stock, the greater of 125% of the stated
value plus accrued and unpaid dividends, or the value of the
Common Stock into which the Series B Preferred Stock is then
convertible, or in the case of the warrants, the difference
between the market price and the exercise price of the shares
into which the warrants are then exercisable;

o the maximum conversion price for the Series B Preferred Stock
(which is currently $12.00 per share) would be reduced to 68% of
a percentage of the lowest closing bid price for the Common Stock
from the date of the failure of the shareholder approval
until such approval is obtained (or the applicable Series B
Preferred Stock is converted);

o we would lose the right to redeem or require the conversion of the
Series B Preferred Stock;

o we would lose the right to pay dividends on the Series B Preferred
Stock through the issuance of Common Stock;

o the holders of the Series B Preferred Stock would have the
immediate right to convert any or all of the Series B Preferred
Stock into Common Stock;

o all restrictions on the ability of the holders of the Series B
Preferred Stock to engage in short sales would be eliminated; and

o the lenders under our Revolving Credit Agreement and the holders
of our Senior Secured Notes could take the position that any cash
dividends on, other payments with respect to, or redemption of,
the Series B Preferred Stock constitute a breach of our agreement
with such lenders or holders.

Therefore, in the event that shareholder approval is not obtained, the holders
of the Common Stock will be subject to substantial dilution that is potentially
greater than the dilution that would be experienced if shareholder approval is
obtained, a substantial decrease in the liquidity of the market for Common Stock
and potentially a default under our Revolving Credit Agreement and Indenture.

Conversion Rate of the Series B Preferred Stock

In general, each Series B Preferred Share is convertible into a number
of shares of Common Stock equal to:

$10,000, plus accrued and unpaid dividends
_______________________________________________
Conversion Price

The "Conversion Price" is the product of (x) a percentage equal to 97% for
October 2000 and declining by 1% for each calendar month thereafter, provided
that the percentage may not be less than 88%, and (y) the lowest closing bid
price for our Common Stock for the four consecutive trading days ending on and
including the conversion date.

As of October 2, 2000, the Conversion Price was $2.121875 and the
number of shares of Common Stock we would have been required to issue upon
conversion of all 2,000 shares of Series B Preferred Stock (ignoring accrued
dividends and certain limitations on conversion of the Series B Preferred Stock)
was 9,425,626 representing, as of October 2, 2000, 23.1% of the Company's
total shares of Common Stock outstanding after such conversion.

Dividends

The Series B Preferred Stock accrues dividends at the rate of 6% per
annum, payable on January 1, 2001, July 1, 2001 and quarterly thereafter or
upon conversion or redemption. At the Company's option, dividends may be
paid in cash or Common Stock, subject to the satisfaction of certain
conditions. If the Company chooses to pay dividends in Common Stock, the number
of shares to be issued in payment of a dividend on the Series B Preferred Stock
will be equal to the accrued dividends divided by the dividend conversion
price. The dividend conversion price is equal to 95% of the average of the
closing sale prices of our Common Stock during the five consecutive
trading days immediately preceding the dividend date. As of October 2, 2000,
there were accrued and unpaid dividends of $309,041, which if paid in
additional shares of Common Stock, would have resulted in the issuance
of 118,025 shares of Common Stock, if the dividend date was October 2, 2000.

Additional Information Regarding the Terms of the Series B Preferred Stock
and Warrants

The original terms of the Series B Preferred Stock and Warrants and the
related Securities Purchase Agreement, Warrant and Registration Rights Agreement
are described in the Management's Discussion and Analysis of Financial Condition
and Results of Operations and in Note 6 to the Company's Consolidated Financial
Statements, which are included in the Annual Report to Shareholders for 2000
enclosed with this proxy statement. Copies of the relevant documents for the
issuance of the Series B Preferred Stock were filed as exhibits to the Company's
Report on Form 8-K, dated June 30, 2000. The terms of the Waiver and Agreement
are described in, and the Waiver and Agreement is filed as an exhibit to, the
Company's Report on Form 8-K, dated September 21, 2000. Shareholders desiring a
more complete understanding of these securities are urged to refer to such
disclosures and exhibits.

In connection with the Company's issuance of the Series B Preferred Stock
and the Warrants, the Company filed registration statements on Form S-3 with the
Securities and Exchange Commission on July 26, 2000, and on September 27, 2000.
Those registration statements relate to the resale of the shares of Common Stock
that are issuable upon conversion of the Series B Preferred Stock, in payment of
dividends thereon and upon exercise of the Warrants.

Vote Required

The affirmative vote of the holders of a majority of the votes cast
for and against this proposal by the shareholders at the annual meeting, in
person or by proxy, is required for the approval of the issuance of the shares
pursuant to Rule 4460.

Recommendation of the Board of Directors

The Board of Directors believes that the approval by the shareholders
of the issuance of the Common Stock upon conversion of the Series B Preferred
Stock, the payment of dividends thereon, or upon the exercise of the Warrants
pursuant to Rule 4460, has the potential to substantially dilute the interests
of the existing holders of the Common Stock. Nevertheless, if the Company does
not obtain shareholder approval necessary to issue the Common Stock pursuant to
Rule 4460, the holders of the Common Stock will be subject to the same, and
potentially greater, dilution, delisting of the Common Stock from the Nasdaq
Stock Market and a substantial decrease in the liquidity of the market for
Common Stock, and potentially a default under the Company's debt securities.
Therefore, in order to protect the interests of the Company and the holders of
its Common Stock, the Board of Directors has determined that approving the
issuance of the Common Stock issuable upon conversion of the Series B Preferred
Stock, in payment of dividends thereon, and upon exercise of the Warrants
pursuant to Rule 4460 is advisable and in the best interest of the Company and
its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE ISSUANCE OF
COMMON STOCK UPON CONVERSION OF THE COMPANY'S SERIES B CONVERTIBLE PREFERRED
STOCK, IN PAYMENT OF DIVIDENDS THEREON AND UPON EXERCISE OF THE WARRANTS,
PURSUANT TO RULE 4460 OF THE NASDAQ STOCK MARKET.

<PAGE>

PROPOSAL NO. 3
OTHER BUSINESS

The Board of Directors of the Company currently is unaware of any
proposal to be presented at the Annual Meeting other than the matters specified
in the Notice of Annual Meeting accompanying this Proxy Statement. Should any
other proposal properly come before the Annual Meeting, the persons named in the
enclosed proxy will vote on each such proposal in accordance with their
discretion.

OTHER INFORMATION
Interests of Company Affiliates

None of the Company's directors, executive officers or principal
shareholders, including any of their affiliates has any interest in the matters
to be acted upon at the Annual Meeting, other than the specific matters
described herein.

Proposals of Shareholders

Shareholders intending to submit proposals for presentation at the 2001
annual meeting of Shareholders of the Company for inclusion in the proxy
statement and form of proxy relating to that meeting should forward those
proposals to George J. Phillips, Secretary, Shop At Home, Inc., 5388 Hickory
Hollow Parkway, Antioch, Tennessee 37013. Proposals must be in writing and must
be received by the Company a reasonable time before the Company begins to print
and mail its proxy material for the 2001 annual meeting. Proposals should be
sent to the Company by certified mail, return receipt requested.

Cost of Solicitation of Proxies

The cost of solicitation of proxies, including expenses in connection
with preparing, assembling and mailing this Proxy Statement, will be borne by
the Company. That solicitation will be made by mail, and also may be made by the
Company's regular officers or employees, personally or by telephone or telegram.
The Company may reimburse brokers, custodians and nominees for their expenses in
sending proxies and proxy material to beneficial owners.

Annual Report

The Company's 2000 Annual Report on Form 10-K accompanies this Proxy
Statement. The Annual Report does not form any part of the material for the
solicitation of proxies.

<PAGE>

SHOP AT HOME, INC.

Proxy Solicited by the Board of Directors of Shop At Home, Inc. for
the Annual Meeting of Shareholders to be held on November 17, 2000.

The undersigned hereby appoints A. E. Jolley and Joseph I. Overholt,
and each of them, as proxies, with full power of substitution, to vote all
shares of the undersigned as shown below on this proxy at the Annual Meeting of
Shareholders of Shop At Home, Inc. to be held at the offices of Shop At Home,
Inc., located at 5388 Hickory Hollow Parkway, Antioch, Tennessee, 37013, on
November 17, 2000, at 10:00 a.m., Central Standard Time, and any adjournments
thereof.

(1) ELECTION OF DIRECTORS:

[ ] FOR all the following nominees (except as indicated to the
contrary below):

J.D. Clinton, Kent E. Lillie, A. E. Jolley, Joseph I.
Overholt, J. Daniel Sullivan and Frank A. Woods (to serve
until the next annual meeting)

[ ] AGAINST the following nominee(s) (please print name(s)):

[ ] WITHHOLD AUTHORITY (ABSTAIN) to vote for the following
nominees (please print name):

[ ] AGAINST all nominees.

[ ] WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.

(2) To approve the issuance of Common Stock upon conversion of the
Company's Series B Convertible Preferred Stock, in payment of dividends
thereon and upon exercise of the warrants, pursuant to Rule 4460 of the
Nasdaq Stock Market.

[ ]FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)

(3) In their discretion, to transact such other business as may properly
be brought before the meeting or any adjournment thereof.

[ ]FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)

(Please date and sign this proxy on the reverse side.)

<PAGE>

Your shares will be voted in accordance with your instructions. If no
choice is specified, shares will be voted FOR the nominees in the election of
directors, and FOR the issuance of common stock.

Date , 2000. PLEASE SIGN HERE AND RETURN PROMPTLY

Please sign exactly
as your name appears
at left. If
registered in the
names of two or more
persons, each should
sign. Executors,
administrators,
trustees, guardians,
attorneys, and
corporate officers
should show their
full titles.

IF you have changed your address, please PRINT your new address on this line.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Shop At Home, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

C. Michael Norton, Wyatt, Tarrant & Combs, 2525 West End Avenue, Suite 1500,
Nashville, Tennessee 37203
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed: