WARREN B. CLAYMAN 9402 N. Panfield Road Columbia, MD 21045 (301) 596-4363 (410) 730-2590 (Fax) Diversity Consultant Clayman & Associates Warren B. Clayman has a unique background involved in the challenging task of inventing a better future environment, an experience that has touched every community development issue from urban planning, environment, housing and renewal to civil rights and diversity. Mr. Clayman provides diversity consulting services to a variety of organizations including the Tanenbaum Center for Interreligious Understanding, the Business Women’s Network, Inc., and Diversity Best Practices, Inc. Prior to founding Clayman & Associates, Warren was appointed as a Team Leader with Vice President Gore’s Benchmarking Study, “Achieving Workforce Diversity.” The significant year-long study identifies and analyzes best-in-class workforce diversity practices in public and private organizations for use in achieving workforce diversity. Mr. Clayman’s greatest strength is understanding that effectively utilizing the changing and diverse workforce is part of the equation in being a profitable, successful organization. Finding his true calling in life, Warren was appointed by the Secretary of Energy to the Secretary’s Diversity Council. He was subsequently elected Chairperson of the Council, an independent chartered advocacy group representing 120,000 Department of Energy and contractor employees reporting directly to the Secretary of Energy and working with management and the Union to deal with a broad scope of issues related to diversity. The Council was honored as one of the national leading diversity programs by diversity consultants and practitioners and has facilitated diversity awareness training, upper mobility, disability issues, dialogue on race, mentorship, commemoration of events such as Africa-American History Month, Asian-Pacific Islander Month, Hispanic Heritage Month, the Holocaust and Domestic Violence. Mr. Clayman was awarded an Intergovernmental Personnel assignment with the National Council of Senior Citizens, an advocacy organization of over 5,000 senior clubs and a significant voting block in this country. He led the National Council in its membership and diversity efforts. Warren is a trained urban planner with extensive local, regional and national leadership experience. His proudest moments in urban planning, as Director of Planning and Relocation, Department of Housing and Urban Development, were during the City of Baltimore’s renaissance in the 1970’s.

Mr. Clayman has served in leadership capacities, most notably as President of the American Planning Association, Chairperson of the award winning Secretary’s Diversity Council and, Vice President, Blacks in Government. He has a Master’s Degree in Urban and Regional Planning from New York University; a Master’s Degree equivalent in Anthropology from the University of Colorado; a Bachelor’s Degree in Political Science from Ohio University.

The events of September 11, 2001 have affected the Company in a number of ways. That morning, one of your senior executives was at a business meeting at the World Trade Center. He is still missing. He had an employment contract pursuant to which, among other things, he (i) earned a base salary of $200,000, (ii) received quarterly bonuses averaging $25,000 based on performance (the fiscal year is a normal calendar year), (iii) received 100,000 stock options, 50,000 of which have vested but have not been exercised, another 25,000 of which would have vested on October 1, 2001, and the last of which would have vested on July 1, 2002. His life insurance policy is for $200,000 – his annual compensation. The benefits department wants to know what to tell his spouse about the Company’s position as to what is payable and when.