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<p>&nbsp;</p>
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<td width="4%" valign="TOP">
<p>&nbsp;</p>
</td>
<td width="90%" valign="TOP">
<p>&nbsp;</p>
</td>
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<tr>
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<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="2">(a)</font></p>
</td>
<td valign="TOP">
<p align="justify"><font size="2">In connection with the
  Company’s acquisition of Optimum, the Company entered into a lease agreement
  with Thomas Lachenman, a former director of the Company and former owner of
  Optimum, for the lease of the Cincinnati principal office of Optimum.  The lease provides for an annual rental,
  adjusted annually based upon changes in the local consumer price index.  Rent expense under this lease amounted to
  approximately $178,000 and $173,000 in 2008 and 2007, respectively.  The lease expires in December 2010.  </font></p>
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<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
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<p><font size="1">&nbsp;</font></p>
</td>
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<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="2">(b)</font></p>
</td>
<td valign="TOP">
<p align="justify"><font size="2">On June 14, 2006, the
  Board of Directors accepted the resignation of John Benfield, the Company’s
  Chief Executive Officer, and appointed Marc C. Particelli, a member of the
  Company’s Board of Directors, to serve as Chief Executive Officer and
  Chairman of the Board on an interim basis.
  Both Mr. Benfield’s resignation and Mr. Particelli’s appointment were
  effective as of July 12, 2006.</font></p>
</td>
</tr>
<tr>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
</tr>
<tr>
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<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p align="justify"><font size="2">In connection with his
  appointment as interim Chief Executive Officer, the Board and Mr. Particelli
  entered into an employment agreement pursuant to which Mr. Particelli was to
  be paid an annual salary of $250,000 for devoting approximately 50% of his
  working time to the Company.  In
  addition, for his agreement to serve as interim Chief Executive Officer, the
  Board approved the grant to Mr. Particelli of a five-year stock option to
  purchase 80,000 shares of the Company’s common stock at a price of $1.57 per
  share (the market price of the common stock on the date the grant was
  authorized), 40,000 which vested immediately and the balance vesting upon the
  earlier of the selection by the Company of a permanent Chief Executive
  Officer or June 20, 2007.
  Accordingly, in October 2006, upon the appointment of the Company’s
  new Chief Executive Officer, the remaining 40,000 shares of unvested options
  pursuant to this agreement became vested.</font></p>
</td>
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<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
</tr>
<tr>
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<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p align="justify"><font size="2">In addition, in connection
  with his resignation, the Company entered into an agreement with Mr. Benfield
  pursuant to which Mr. Benfield continued to be paid his salary and receive
  the same benefits previously provided to him by the Company for a period of
  one year following his termination.
  The Company recorded a pre-tax charge of approximately $330,000 during
  the year ended March 31, 2007 in connection with its obligations under the
  agreement with Mr. Benfield.</font></p>
</td>
</tr>
<tr>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
</tr>
<tr>
<td valign="TOP">
<p><font size="1">&nbsp;</font></p>
</td>
<td valign="TOP">
<p><font size="2">(c)</font></p>
</td>
<td valign="TOP">
<p align="justify"><font size="2">On October 9, 2006, the
  Company entered into a three year employment agreement with Charles Tarzian
  under which Mr. Tarzian joined the Company as its President and Chief
  Executive Officer, replacing Marc C. Particelli, who had been serving as
  Chairman of the Board and Chief Executive Officer on an interim basis. The
  employment agreement with Mr. Tarzian is for a three-year term and provides
  Mr. Tarzian with:</font></p>
</td>
</tr>
</tbody></table>
<table>
<tbody><tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font>(a)</font></p>
</td>
<td>
<p><font>In connection with the
  Company’s acquisition of Optimum, the Company entered into a lease agreement
  with Thomas Lachenman, a former director of the Company and former owner of
  Optimum, for the lease of the Cincinnati principal office of Optimum.  The lease provides for an annual rental,
  adjusted annually based upon changes in the local consumer price index.  Rent expense under this lease amounted to
  approximately $178,000 and $173,000 in 2008 and 2007, respectively.  The lease expires in December 2010.  </font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font>(b)</font></p>
</td>
<td>
<p><font>On June 14, 2006, the
  Board of Directors accepted the resignation of John Benfield, the Company’s
  Chief Executive Officer, and appointed Marc C. Particelli, a member of the
  Company’s Board of Directors, to serve as Chief Executive Officer and
  Chairman of the Board on an interim basis.
  Both Mr. Benfield’s resignation and Mr. Particelli’s appointment were
  effective as of July 12, 2006.</font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font>In connection with his
  appointment as interim Chief Executive Officer, the Board and Mr. Particelli
  entered into an employment agreement pursuant to which Mr. Particelli was to
  be paid an annual salary of $250,000 for devoting approximately 50% of his
  working time to the Company.  In
  addition, for his agreement to serve as interim Chief Executive Officer, the
  Board approved the grant to Mr. Particelli of a five-year stock option to
  purchase 80,000 shares of the Company’s common stock at a price of $1.57 per
  share (the market price of the common stock on the date the grant was
  authorized), 40,000 which vested immediately and the balance vesting upon the
  earlier of the selection by the Company of a permanent Chief Executive
  Officer or June 20, 2007.
  Accordingly, in October 2006, upon the appointment of the Company’s
  new Chief Executive Officer, the remaining 40,000 shares of unvested options
  pursuant to this agreement became vested.</font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font>In addition, in connection
  with his resignation, the Company entered into an agreement with Mr. Benfield
  pursuant to which Mr. Benfield continued to be paid his salary and receive
  the same benefits previously provided to him by the Company for a period of
  one year following his termination.
  The Company recorded a pre-tax charge of approximately $330,000 during
  the year ended March 31, 2007 in connection with its obligations under the
  agreement with Mr. Benfield.</font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
<td>
<p><font> </font></p>
</td>
</tr>
<tr>
<td>
<p><font> </font></p>
</td>
<td>
<p><font>(c)</font></p>
</td>
<td>
<p><font>On October 9, 2006, the
  Company entered into a three year employment agreement with Charles Tarzian
  under which Mr. Tarzian joined the Company as its President and Chief
  Executive Officer, replacing Marc C. Particelli, who had been serving as
  Chairman of the Board and Chief Executive Officer on an interim basis. The
  employment agreement with Mr. Tarzian is for a three-year term and provides
  Mr. Tarzian with:</font></p>
</td>
</tr>
</tbody></table>