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<SEC-DOCUMENT>0001045969-01-000332.txt : 20010327
<SEC-HEADER>0001045969-01-000332.hdr.sgml : 20010327
ACCESSION NUMBER:		0001045969-01-000332
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010326
GROUP MEMBERS:		WELLS FARGO & CO/MN
GROUP MEMBERS:		WELLS FARGO BANK INDIANA, N.A.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VARIAGENICS INC
		CENTRAL INDEX KEY:			0001043082
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				043182077
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		
		SEC FILE NUMBER:	005-60351
		FILM NUMBER:		1578905

	BUSINESS ADDRESS:	
		STREET 1:		60 HAMPSHIRE ST
		STREET 2:		BLDG 400
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02139
		BUSINESS PHONE:		6175885300

	MAIL ADDRESS:	
		STREET 1:		60 HAMPSHIRE STREET
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02139

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO & CO/MN
		CENTRAL INDEX KEY:			0000072971
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410449260
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		420 MONTGOMERY ST
		STREET 2:		SIXTH & MARQUETTE
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94163
		BUSINESS PHONE:		6126671234

	MAIL ADDRESS:	
		STREET 1:		NORWEST CENTER
		STREET 2:		SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORWEST CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHWEST BANCORPORATION
		DATE OF NAME CHANGE:	19830516
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                Variagenics, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    922196100
                                 (CUSIP Number)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>

                                       13G

CUSIP NO. 922196100


1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo & Company
            Tax Identification No. 41-0449260

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    See Item 4
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  See Item 4
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 See Item 4
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      See Item 4

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  See Item 4

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                  See Item 4

12) TYPE OF REPORTING PERSON

             HC


- ---------------

*See Item 4

                                       2
<PAGE>

13G

CUSIP NO. 922196100


1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo Bank Indiana, N.A.
            Tax Identification No. 35-0783575

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]
3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OF ORGANIZATION

            United States of America

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    See Item 4
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  See Item 4
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 See Item 4
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      See Item 4

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             See Item 4

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             See Item 4

12) TYPE OF REPORTING PERSON

             BK


- ---------------

*See Item 4

                                       3
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission that Wells
Fargo & Company or any of its subsidiaries is the beneficial owner of the
securities covered by this Schedule 13G for any purpose whatsoever.

Item 1(a)  Name of Issuer:

           Variagenics, Inc.

Item 1(b)  Address of Issuer's Principal Executive Offices:

           60 Hampshire Street
           Cambridge, MA  02139-1548

Item 2(a)  Name of Person Filing:

           1.  Wells Fargo & Company
           2.  Wells Fargo Bank Indiana, N.A.

Item 2(b)  Address of Principal Business Office:

           1.  Wells Fargo & Company
               420 Montgomery Street
               San Francisco, CA  94104

           2.  Wells Fargo Bank Indiana, N.A.
               P.O. Box 960
               Fort Wayne, IN 46801-960

Item 2(c)  Citizenship:

           1.  Wells Fargo & Company:  Delaware
           2.  Wells Fargo Bank Indiana, N.A.:  United States

Item 2(d)  Title of Class of Securities:

           Common Stock

Item 2(e)  CUSIP Number:

           922196100

Item 3  The person filing is a:

        1.  Wells Fargo & Company:  Parent Holding Company in
            accordance with 240.13d-1(b)(1)(ii)(G)
        2.  Wells Fargo Bank Indiana, N.A.:  Bank as defined in Section 3(a)(6)
            of the Act

                                       4
<PAGE>

Item 4 Ownership:

       Wells Fargo Bank Indiana, N.A. (the "Bank") may be deemed to beneficially
       own 3,419,015 shares of the common stock of Variagenics, Inc., par value
       $0.01 per share ("Common Stock"), including 439,200 shares of Common
       Stock issuable upon exercise of warrants, as a result of the voting trust
       agreement (the "Agreement") among the Bank, as trustee, and Sprout
       Capital VIII, L.P., Sprout Venture Capital, L.P., DLJ Capital
       Corporation, DLJ ESC II, L.P., and Donaldson, Lufkin & Jenrette, Inc.
       (each, including any other person or entity for which Trust Shares (as
       defined below) are held by the Bank, a "Holder"). The 3,419,015 shares of
       Common Stock that the Bank may be deemed to beneficially own represent
       about 14.5% of the shares of Common Stock outstanding as of November 9,
       2000, assuming exercise of warrants for 439,200 shares of Common Stock.

       The following discussion of the Agreement is qualified in its entirety by
       reference to the Agreement, which is filed as Exhibit 1 hereto and
       incorporated herein by reference.

       Under the Agreement, the Bank issues certificates ("Trust Certificates")
       to evidence shares of Common Stock and warrants to purchase Common Stock
       that have been transferred to and deposited with the Bank ("Trust
       Shares").

       Each warrant is currently exercisable by its Holder for all of the shares
       of Common Stock covered by the warrant. Shares of Common Stock issued
       upon exercise of a warrant will become Trust Shares under the Agreement.

       Under the Agreement, the Bank has the power to vote the Trust Shares as
       in its sole judgment it believes to be in the best interests of
       stockholders of Variagenics, except that the Bank is required to vote the
       Trust Shares to prevent the election of more than one DLJ Affiliate (as
       defined in the Agreement) as a director of Variagenics. The Bank also is
       required to exercise reasonable effort under the Agreement to ensure that
       no DLJ Affiliate exercises control over Variagenics.

       Under the Agreement, Trust Shares may only be transferred as directed by
       the Holders or otherwise in accordance with the terms of the Agreement.
       Holders may not transfer Trust Shares unless the proposed transfer
       qualifies as an eligible transfer under the Agreement.

       The Agreement terminates on the earliest of (1) October 19, 2010, (2) the
       transfer of all Trust Shares in accordance with the Agreement or (3) the
       written election of the Holders of Trust Certificates representing at
       least 50% of the Trust Shares, provided that prior to such election
       certain conditions set forth in the Agreement have been met.

                                       5
<PAGE>

       Upon termination of the Agreement and the surrender by the Holders of
       their Trust Certificates to the Bank, the Bank will deliver certificates
       (or the equivalent evidence of ownership in the case of any unexercised
       warrants) to the Holders for the number of shares of Common Stock
       represented by the Trust Certificates surrendered.

Item 5 Ownership of Five Percent or Less of a Class:

       If this statement is being filed to report the fact that as of the date
       hereof the reporting persons have ceased to be beneficial owners of more
       than five percent of the class of securities, check the following [ ].

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

       Underthe Agreement described in Item 4, the Holders (as defined in Item
       4) may be deemed to have the right to receive or the power to direct the
       receipt of dividends from, or the proceeds from the sale of, the
       securities covered by this report. At February 28, 2001, Sprout Capital
       VIII, L.P. held Trust Certificates for Trust Shares that represented more
       than 5% the shares of Common Stock outstanding as of November 9, 2000.

Item 7 Identification and Classification of the Subsidiary Which Acquired the
       Security Being Reported on by the Parent Holding Company:

       See Attachment A.

Item 8 Identification and Classification of Members of the Group:

       Not applicable.

Item 9 Notice of Dissolution of Group:

       Not applicable.

                                       6
<PAGE>

Item 10 Certification:

       By signing below I certify that, to the best of my knowledge and belief,
       the securities referred to above were not acquired and are not held for
       the purpose of or with the effect of changing or influencing the control
       of the issuer of the securities and were not acquired and are not held in
       connection with or as a participant in any transaction having that
       purpose or effect.

Signature.
- ---------

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

Date: March 21, 2001

WELLS FARGO & COMPANY



By:  /s/ Laurel A. Holschuh
         Laurel A. Holschuh, Senior Vice President
          and Secretary

                                       7
<PAGE>

                                    AGREEMENT
                                    ---------


The undersigned hereby agree that the statement on Schedule 13G to which this
Agreement is attached shall be filed by Wells Fargo & Company on its own behalf
and on behalf of Wells Fargo Bank Indiana, N.A.

Dated:  March 21, 2001

WELLS FARGO & COMPANY



By:  /s/ Laurel A. Holschuh
         Laurel A. Holschuh, Senior Vice President
          and Secretary

WELLS FARGO BANK INDIANA, N.A.



By:  /s/ James E. Hammond
         James E. Hammond, Vice President


                                       8
<PAGE>

                                  ATTACHMENT A
                                  ------------

The Schedule 13G to which this attachment is appended is filed by Wells Fargo &
Company on behalf of the following subsidiaries:

         Wells Fargo Bank Indiana, N.A. (1)


- ---------------------
(1)      Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).

                                       9
<PAGE>

                                    EXHIBITS

Exhibit 1:        Voting Trust Agreement, dated as of October 19, 2000, by and
                  among Sprout Capital VIII, L.P., Sprout Venture Capital, L.P.,
                  DLJ Capital Corporation, DLJ ESC II, L.P., Donaldson, Lufkin &
                  Jenrette, Inc., and Wells Fargo Bank Indiana, N.A.

                                       10
<PAGE>

                                                                       Exhibit 1






                             VOTING TRUST AGREEMENT

                             Relating to Shares of

                               VARIAGENICS, INC.



         THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into
as of October 19, 2000 by and among Sprout Capital VIII, L.P., a Delaware
limited partnership ("Sprout Capital VIII"), Sprout Venture Capital, L.P., a
Delaware limited partnership ("Sprout Venture Capital"), DLJ Capital
Corporation, a Delaware corporation ("DLJ Capital"), DLJ ESC II, L.P., a
Delaware limited partnership ("DLJ ESC"), Wells Fargo Bank Indiana, N.A. as
trustee (together with its successors in such capacity, the "Trustee") and
Donaldson, Lufkin & Jenrette, Inc.

         WHEREAS, the parties hereto desire to record their arrangements with
respect to shares of common stock, par value $.01 per share ("Common Stock"), of
Variagenics, Inc., a Delaware corporation (the "Corporation"), the principal
executive offices of which are presently located at 60 Hampshire Street,
Cambridge, Massachusetts 02139.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Certain Definitions. In this Agreement (a) "Control
Affiliate" means (i) prior to the consummation of the transactions contemplated
by the Agreement and Plan of Merger, dated August 30, 2000, by and among Credit
Suisse Group, Diamond Acquisition Corp. and DLJ (the "Merger Agreement"), The
Equitable or any person or entity controlling, controlled by or under common
control with, directly or indirectly, The Equitable, or (ii) after the
consummation of the transactions contemplated by the Merger Agreement, Credit
Suisse or any person or entity controlling, controlled by or under common
control with, directly or indirectly, Credit Suisse.

         (b) "Credit Suisse" means Credit Suisse Group, a Swiss corporation, and
its successors.
<PAGE>

         (c) "DLJ" means Donaldson, Lufkin & Jenrette, Inc., a Delaware
corporation, and its successors.

         (d) "DLJSC" means Donaldson, Lufkin & Jenrette Securities Corporation,
a Delaware corporation, and its successors.

         (e) "DLJ Affiliate" means any person or entity who is a Control
Affiliate, Employee Affiliate or Other Affiliate.

         (f) "Employee Affiliate" means any person employed by (or who is the
spouse, relative or relative of a spouse, in each case residing in the home of a
person employed by) a Control Affiliate.

         (g) "Holder" means from time to time, any person or entity for whom
Shares are held hereunder by the Trustee.

         (h) "Other Affiliate" means any person or entity which has a
substantial business relationship with a Control Affiliate and which is not
itself a Control Affiliate.

         (i) "Securities Act" means the Securities Act of 1933, as amended.

         (j) "Share" means a share of Common Stock or a Share Equivalent.

         (k) "Share Equivalent" means any security convertible into,
exchangeable for, or carrying the right to acquire Common Stock or
subscriptions, warrants, options, rights or other arrangements obligating the
Corporation to issue or dispose of any of shares of Common Stock.

         (l) "The Equitable" means AXA Financial, Inc., and its successors.

         SECTION 2. Deposit. (a) Each of Sprout Capital VIII, Sprout Venture
Capital, DLJ Capital, and DLJ ESC hereby duly assigns and delivers or has caused
to be duly assigned and delivered to the Trustee to be held pursuant to this
Agreement the number of Shares set forth opposite its name on Schedule A
attached hereto (the "initial deposit").

         (b) From time to time after the date hereof, any Holder or any DLJ
Affiliate may deposit additional Shares to be held pursuant to this Agreement by
assigning and delivering such Shares to the Trustee.

         SECTION 3. Transfer on Books of Corporation. The Trustee shall, to the
extent applicable, cause all Shares transferred to or deposited with it in its

                                       2
<PAGE>

capacity as Trustee hereunder (such Shares, the "Trust Shares") to be
transferred to it as Trustee on the books of the Corporation and will issue and
deliver by first class mail to each Holder a Voting Trust Certificate (a "Trust
Certificate") for the number of Shares so transferred to the Trustee.

         SECTION 4. Form. Trust Certificates shall be in substantially the
following form (with such modifications as may be appropriate if the applicable
Trust Certificate represents Share Equivalents):

                   "THE TRANSFER OF THIS VOTING TRUST
                   CERTIFICATE IS SUBJECT TO TERMS AND
                   CONDITIONS SET FORTH IN THE VOTING TRUST
                   AGREEMENT DATED AS OF OCTOBER 19, 2000, A
                   COPY OF WHICH HAS BEEN FILED IN THE
                   REGISTERED OFFICE IN THE STATE OF DELAWARE
                   OF VARIAGENICS, INC., A DELAWARE CORPORATION
                   (THE "CORPORATION"). SUCH COPY IS OPEN TO
                   INSPECTION DAILY DURING BUSINESS HOURS BY
                   ANY STOCKHOLDER OF THE CORPORATION OR ANY
                   BENEFICIARY OF THE VOTING TRUST CREATED
                   PURSUANT TO SUCH VOTING TRUST AGREEMENT.



                               VARIAGENICS, INC.

                            VOTING TRUST CERTIFICATE

         Certificate No. ____                     No. of Shares ______

         This certifies that ____________ ("Holder") has transferred to the
undersigned Trustee or is otherwise the beneficial owner of the above-stated
number of voting shares of Common Stock, par value $.01 per share, of
Variagenics, Inc., a Delaware corporation (the "Corporation"), to be held by the
Trustee pursuant to the terms of the Voting Trust Agreement dated as of October
19, 2000 (the "Voting Trust Agreement"), a copy of which agreement has been
delivered to the above-named Holder and filed in the registered office of the
Corporation in the State of Delaware. The Holder, or his registered assigns,
will be entitled (i) to receive payments equal to any and all cash dividends
collected by the Trustee on the above-stated number of shares, (ii) to receive
all other dividends or distributions except to

                                       3
<PAGE>

the extent that property received is required to be deposited in the trust
created by the Voting Trust Agreement, and (iii) to the delivery of a
certificate or certificates for that number of shares on the termination of the
Voting Trust Agreement, in accordance with its provisions.

         This Voting Trust Certificate is transferable on the books maintained
by the Trustee at the principal corporate trust office of the Trustee by the
Holder hereof, in person or by duly authorized attorney, and upon surrender
hereof; and until so transferred the Trustee may treat the registered Holder
hereof as the absolute owner hereof for all purposes.

                                       4
<PAGE>

         The Holder, by the acceptance of this Voting Trust Certificate, agrees
to be bound by all of the provisions of the Voting Trust Agreement as fully as
if its terms were set forth in this Voting Trust Certificate.

         EXECUTED this ___ day of ___________, ____


                                                       ------------------------

                                                       By:
                                                          ---------------------
                                                       Name:
                                                            -------------------
                                                       Title:
                                                             ------------------

         [Form of Assignment for Reverse of Voting Trust Certificate]

         For value received, ___________ hereby sells, assigns, and transfers
unto ____________ the within Voting Trust Certificate and all rights and
interests represented thereby, and does hereby irrevocably constitute and
appoint _______ attorney to transfer such Voting Trust Certificate on the books
of the within-named Trustee with full power of substitution in the premises.

         Date: ________________________.

         Signed:____________*."

         *Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

         SECTION 5. Additional Trust Certificates. Any Holder may at any time
deposit with the Trustee additional certificates (or the equivalent evidence of
ownership in the case of Share Equivalents) for Shares. Any DLJ Affiliate
acquiring Shares may at any time become a Holder by (a) depositing, or causing
to be deposited, certificates (or the equivalent evidence of ownership in the
case of Share Equivalents)

                                       5
<PAGE>

for Shares, duly endorsed for transfer, with the Trustee and (b) accepting a
Voting Trust Certificate in respect of such Shares.

         SECTION 6. Voting; Powers. At all times prior to the termination of the
voting trust created herein, the Trustee shall have the exclusive right to vote
the Trust Shares, or give written consent, in person or by proxy, at all
meetings of stockholders of the Corporation, and in all proceedings in which the
vote or consent, written or otherwise, of the holders of Shares may be required
or authorized by law.

         The Trustee shall vote all Trust Shares in accordance with this
Agreement. The Trustee shall have full power and authority, and it is hereby
empowered and authorized, to vote the Trust Shares as in its sole judgment it
believes to be in the best interest of the stockholders of the Corporation
generally, it being understood that the Trustee will exercise its independent
judgment in determining the best interests of the stockholders of the
Corporation, and to do any and all other things and take any and all other
actions as fully as any stockholder of the Corporation might do if personally
present at a meeting of the stockholders of the Corporation. Notwithstanding
anything herein to the contrary, the Trustee shall vote the Trust Shares (and
use its power or right, if any, to designate or remove directors of the
Corporation) to prevent the election of more than one DLJ Affiliate as a
director of the Corporation. The duties of the Trustee under this Agreement
shall include exercising reasonable effort under this Agreement in a manner that
ensures that no DLJ Affiliate exercises control over the Corporation. DLJ shall
promptly provide to the Trustee from time to time such information as is
reasonably necessary (including certificates and/or other documents) in order to
enable the Trustee to carry out the foregoing obligations; provided tha t the
Trustee shall not be held responsible for identifying an entity as a DLJ
Affiliate unless it has actual knowledge that such entity is a DLJ Affiliate.

         SECTION 7. Dividends. If the Corporation pays or issues dividends or
makes other distributions on the Trust Shares, the Trustee shall accept and
receive such dividends and distributions. Upon receipt of dividends and
distributions the same shall be prorated among the Holders that have a
beneficial interest hereunder in the Trust Shares with respect to which such
dividend or other distribution was made in accordance with their interests and,
subject to the next sentence, the amount shall be distributed promptly pursuant
to transfer instructions set forth on Exhibit B attached hereto. If the dividend
or distribution is in Shares, such Shares shall be held by the Trustee under the
voting trust created herein and new Trust Certificates representing the Shares
received shall be issued to the applicable Holders. Holders entitled to receive
such dividends or distributions, or Trust Certificates in respect thereof,
described in this Section 7 shall be those Holders registered as such on the
transfer books of the Tru stee at the close of business on the day fixed by the
Corporation for the taking of a record to determine those holders of its stock
entitled to receive such dividends or distributions. In the performance of its
duties to deliver cash dividends

                                       6
<PAGE>

under this Agreement, the Trustee shall not be obligated to risk its own funds
and will not be liable for taxes or other charges related to the delivery of
such dividends or distributions.

         SECTION 8. Termination. The voting trust created herein shall terminate
on the earlier to occur of:

         (a) ten years from the date hereof;

         (b) The written election of DLJ or the Holders of Trust Certificates
representing fifty percent (50%) or more of the Trust Shares, but only if prior
to the time such notice is given:

                  (i) DLJ shall have received an opinion of independent
         nationally recognized counsel, satisfactory to DLJ, who are experts in
         matters involving the federal securities law, that, immediately after
         such termination, DLJ should not be an "affiliate" of the Corporation
         within the meaning of Rule 144 under the Securities Act; and

                  (ii) The Trustee shall have received a certificate of an
         officer of DLJ to the effect that, with respect to DLJ, clause (i)
         above has been satisfied, together with a copy of the opinion called
         for thereby; and

         (c) transfer of all of the Trust Shares in accordance with Section 9.

         Subject to DLJ's acceptance of the opinion of counsel described in
Section 8(b)(i) above, an election pursuant to Section 8(b) shall be effective
upon delivery of notice thereof to the Trustee.

         Upon the termination of the voting trust herein created, the Holders
shall surrender their Trust Certificates to the Trustee, and the Trustee shall
deliver by first class mail to the Holders certificates (or the equivalent
evidence of ownership in the case of Share Equivalents) for Shares, properly
endorsed for transfer (to the extent possible), equivalent to the number and
type of Shares represented by the respective Trust Certificates surrendered.

         SECTION 9. Transfer. Except as provided in Sections 8 and 10 and in
subsections (a), (b), (c) and (d) of this Section 9, certificates (or the
equivalent evidence of ownership in the case of Share Equivalents) for Trust
Shares may not be delivered to a Holder, a Holder's designee or any other third
party prior to the termination of the voting trust created herein.

                                       7
<PAGE>

         (a) A Holder may notify the Trustee in writing that the Holder desires
to cause a certificate or certificates (or the equivalent evidence of ownership
in the case of Share Equivalents) for Trust Shares in which the Holder has a
beneficial interest hereunder to be transferred to any person or entity,
including such Holder, only if such transfer is an Eligible Transfer as defined
herein. Any person or entity that acquires Trust Shares pursuant to an Eligible
Transfer is hereinafter referred to as an "Eligible Transferee".

         For purposes of this Section 9, an "Eligible Transfer" is defined as
(i) any transfer of Trust Shares to a person who is not a DLJ Affiliate or (ii)
any transfer of Trust Shares to an Other Affiliate or to any Employee Affiliate
other than a person holding the position of Managing Director or above (or
performing the comparable function) of any Control Affiliate; provided, in each
case, that a contract or other arrangement (other than this Agreement) regarding
the voting of such Shares does not exist between any Control Affiliate or
Employee Affiliate and such transferee.

         Such notice shall name such Eligible Transferee and shall state (i) its
mailing address, (ii) the proposed transfer date (which date shall be not less
than five days after the Trustee's receipt of such notice), (iii) the number and
type of Shares to be transferred and (iv) the consideration, if any, to be paid
by such Eligible Transferee therefor. The notice to the Trustee shall also
contain a representation that such transferee is an Eligible Transferee and
shall be accompanied by a Trust Certificate or Certificates of the Holder, duly
endorsed for transfer, representing not less than the number of Shares of the
type to be transferred to the Eligible Transferee. On the date specified in such
notice, and upon receipt by the Trustee from such Eligible Transferee of the
specified consideration, if any, the Trustee shall deliver: (i) to the Eligible
Transferee, a certificate (or the equivalent evidence of ownership in the case
of Share Equivalents) for the number of Shares of the type specified in such
notice, registered in the name of the Trustee and duly endorsed for transfer,
and (ii) to the Holder, (x) a Trust Certificate representing a number of Shares,
if any, equal to the number of Shares of the type represented by the surrendered
Trust Certificate less the number of Shares of the type transferred to such
Eligible Transferee, and (y) the consideration, if any, received from such
Eligible Transferee. Such consideration shall be distributed promptly to such
Holder pursuant to the transfer instructions set forth on Exhibit B attached
hereto.

         (b) A Holder (hereinafter referred to as a "Requesting Party" for the
purpose of this Section 9(b)) may request of the Trustee in writing that the
Trustee transfer to such Requesting Party a certificate or certificates (or the
equivalent evidence of ownership in the case of Share Equivalents) for Shares in
which the Requesting Party has a beneficial interest hereunder; provided,
however, that the Trustee shall not honor such request if immediately after
giving effect thereto DLJ Affiliates will own in the aggregate in excess of five
percent (5%) of the total number of shares of

                                       8
<PAGE>

Common Stock then outstanding, and provided further if the Requesting Party is
not DLJ, the Trustee shall not honor such request unless DLJ consents in writing
to such request. In determining, for purposes of this Section 9(b) only, whether
DLJ Affiliates will own in the aggregate in excess of five percent (5%) of the
total number of shares of Common Stock then outstanding, (x) shares of Common
Stock underlying Share Equivalents owned by a DLJ Affiliate shall be deemed to
be outstanding and owned by such DLJ Affiliate and (y) Shares held pursuant to
this Agreement shall be excluded. Such written request shall name such
Requesting Party and shall state (i) the proposed transfer date (which date
shall be not less than four business days after the Trustee's receipt of such
request) and (ii) the number and type of Shares to be transferred. The notice to
the Trustee shall also be accompanied by (i) a Trust Certificate or Certificates
of the Requesting Party, duly endorsed for transfer, representing not less than
the number of Shares of the type to be transferred to the Requesting Party and
(ii) a certificate of an officer of the Requesting Party certifying that
immediately after giving effect to such request all DLJ Affiliates will own in
the aggregate five percent (5%) or less of the total number of shares of Common
Stock then outstanding. The Trustee shall be entitled to conclusively rely upon
such certificate. On the date specified in such request, and upon receipt by the
Trustee from the Requesting Party of such certificates, the Trustee shall
deliver to the Requesting Party a certificate (or the equivalent evidence of
ownership in the case of Share Equivalents) for the number of Shares of the type
specified in such notice, registered in the name of the Trustee and duly
endorsed for transfer.

         (c) A Holder may at any time direct the Trustee by notice in writing to
transfer a certificate or certificates (or the equivalent evidence of ownership
in the case of Share Equivalents) for Shares in which the Holder has a
beneficial interest hereunder (i) to an underwriter (including DLJSC) in
connection with a public offering of the Shares registered under the Securities
Act or (ii) in connection with sales made pursuant to Rule 144 (other than
subsection (k) thereof) under the Securities Act through a broker-dealer
(including DLJSC). Such notice shall state (a) the underwriter's or broker
dealer's mailing address, (b) the proposed transfer date (which date shall not
be less than five days after the Trustee's receipt of such notice), (c) the
number and type of Shares to be transferred, and (d) the consideration, if any,
to be paid. The notice shall also be accompanied by a certificate of an officer
of the Holder certifying that such request is being made solely for sales made
in connection with a public of fering of the Shares registered under the
Securities Act or sales made pursuant to Rule 144 (other than subsection (k)
thereof) under the Securities Act and a Trust Certificate or Certificates of the
Holder, duly endorsed for transfer, representing not less than the number of
Shares of the type to be transferred. The Trustee shall be entitled to
conclusively rely upon such certificate. On the date specified in such notice,
and upon receipt by the Trustee from such underwriter or such other transferee
of the specified consideration, if any, the Trustee shall deliver: (x) to the
underwriter or such other transferee, a certificate (or the equivalent evidence
of ownership in the

                                       9
<PAGE>

case of Share Equivalents) for the number of Shares of the type specified in
such notice, registered in the name of the Trustee and duly endorsed for
transfer, and (y) to the Holder, a Trust Certificate representing a number of
Shares, if any, equal to the number of Shares represented by the surrendered
Trust Certificate less the number of Shares transferred to such underwriter or
such other transferee, and (z) to the Holder, the consideration, if any,
received from such underwriter or such other transferee. Such consideration
shall be distributed promptly to the Holder pursuant to the transfer
instructions set forth on Schedule B attached hereto.

         Notwithstanding the foregoing, if the Holder intends to transfer Shares
pursuant to the exercise of the over-allotment option granted to the
underwriters in connection with a public offering of shares of Common Stock of
the Corporation, the transfer date in the notice may be less than four business
but shall not be less than two days after the Trustee's receipt of such notice;
provided that if the transfer date in the notice is less than four business days
after the Trustee's receipt of the notice, the Trustee shall only be obligated
to use its reasonable best efforts to effect the transfer of such Shares by such
transfer date.

         Nothing in this Section 9 or elsewhere in this Agreement shall prohibit
a Holder from transferring Trust Certificates in accordance with the terms of
the Trust Certificates.

         SECTION 10. Exercise, Conversion, Exchange or Cancellation of Shares.
The Trustee shall, upon written instruction of a Holder, submit to the
Corporation for exercise, conversion, exchange or cancellation any Share in
which such Holder has a beneficial interest hereunder. Such notice shall state
(a) whether such Shares are to be exercised, converted, exchanged or cancelled,
(b) the date on which such Shares are to be submitted to the Corporation (which
date shall not be less than five days after the Trustee's receipt of such
notice), (c) the number and type of Shares to be submitted to the Corporation
and (d) the consideration, if any, to be received upon such exercise,
conversion, exchange or cancellation from the Corporation. The notice shall be
accompanied by (x) a Trust Certificate or Certificates of the Holder, duly
endorsed for transfer, representing not less than the number of Shares of the
type to be submitted to the Corporation and (y) any exercise price or other
payment and any agreement, certificat e or other documentation required in
connection with such exercise, conversion, exchange or cancellation. On the date
specified in such notice, and against receipt from the Corporation of the
specified consideration, if any, the Trustee shall deliver by first class mail:
(i) to the Corporation, (x) a certificate or certificates for the number of
Shares of the type specified in such notice, registered in the name of the
Trustee and duly endorsed for transfer and (y) any exercise price or other
payment and any agreement, certificate or other documentation delivered to the
Trustee by such Holder with such notice and (ii) to the Holder, (x) a Trust
Certificate representing a number of Shares equal to the number of Shares
represented by the

                                       10
<PAGE>

surrendered Trust Certificate or Certificates less the number of Shares
submitted to the Corporation and (y) the consideration, if any, received by the
Trustee pursuant to such exercise, conversion, exchange or cancellation;
provided that if such consideration includes Shares, such Shares shall be held
by the Trustee pursuant to this Agreement and new Trust Certificates
representing such Shares shall be issued to such Holder.

         SECTION 11. Increase or Decrease in Number of Shares. In the event of
an increase in the number of Shares by virtue of a stock split or the decrease
in the number of Shares because of a contraction of shares or a change in the
number of outstanding Shares as a result of some other recapitalization in which
the Corporation receives no consideration for the issuance of the additional or
reduced number of Shares, the new additional or changed number of Shares shall
be held by the Trustee and new Trust Certificates representing the appropriate
changed number of Shares shall be issued to Holders upon surrender of the then
existing Trust Certificates.

         SECTION 12. Successor Trustee. There shall initially be one Trustee of
the voting trust created herein. Upon the liquidation, dissolution, winding-up,
suspension, incapacity, resignation or removal (in accordance with Section 13
below) of the initial Trustee, DLJ or the Holders of Trust Certificates
representing fifty percent (50%) or more of the Trust Shares shall appoint a
successor Trustee; provided, however, that such successor Trustee may not be a
Control Affiliate, an Employee Affiliate, or an Other Affiliate unless such
Other Affiliate is a bank or trust company. In the event a successor Trustee
shall not have been appointed within 30 days of such removal, the Trustee may
petition a court of competent jurisdiction to appoint such a successor. In the
event that the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation
that is a bank or trust company, the surviving or transferee corporation may
become the successor Trustee upon notice to the signatories hereto but without
further action by the signatories or any Holder.

         SECTION 13. Removal / Resignation of Trustee. (a) A Trustee may be
removed by DLJ or the Holders of Trust Certificates representing fifty percent
(50%) or more of the Trust Shares:

                  (i) if it is determined by a court of competent jurisdiction
         that either (A) the Trustee has willfully and materially violated the
         terms of the trust created herein, or (B) the Trustee has been guilty
         of malfeasance, misfeasance or dereliction of duty hereunder;

                  (ii) if the Trustee shall have commenced a voluntary case or
         other proceeding seeking liquidation, reorganization or other relief
         with respect to itself or its debts under any bankruptcy, insolvency or
         other similar law now or

                                       11
<PAGE>

         hereafter in effect, or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, or shall have consented to any such
         relief or to the appointment of or taking possession by any such
         official in an involuntary case or other proceeding commenced against
         it, or shall have made a general assignment for the benefit of
         creditors, or shall have failed generally to pay its debts as they
         become due, or shall have taken any corporate action to authorize any
         of the foregoing; or

                  (iii) if an involuntary case or other proceeding shall have
         been commenced against the Trustee seeking liquidation, reorganization
         or other relief with respect to it or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect, or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, and
         such involuntary case or other proceeding shall have remained
         undismissed and unstayed for a period of 60 days; or an order for
         relief shall have been entered against the Trustee under the federal
         bankruptcy laws as now or hereafter in effect.

         (b) If DLJ or the Holders of Trust Certificates representing fifty
percent (50%) or more of the Trust Shares then deposited hereunder determine
that a basis exists for removal of the Trustee under Section 13(a) above, they
shall deliver written notice of such determination to the Trustee stating the
basis for such removal.

         (c) The Trustee may resign its position as such (i) upon ten days'
written notice to DLJ, but only if a successor Trustee, appointed as provided
for in Section 12 above, has agreed to serve as such effective upon the
effectiveness of the resignation of the Trustee then acting, or (ii) in any
event upon thirty days' written notice to DLJ.

         SECTION 14. Trustee May Own Shares. Nothing in this Agreement shall
prevent the Trustee from owning Shares or options to purchase Shares in its
individual capacity or in any capacity other than as trustee hereunder or for
any DLJ Affiliate.

         SECTION 15. Trustee Not an Affiliate. The Trustee represents that it is
a bank or trust company which is not a Control Affiliate or an Employee
Affiliate.

         SECTION 16. Compensation; Expenses. Reasonable expenses lawfully
incurred in the administration of the Trustee's duties hereunder shall be
reimbursed to it by DLJ on behalf of the Holders. During the period of its
services hereunder, the Trustee shall receive a fee from DLJ as follows: (i) an
initial fee of $3,000, (ii) thereafter, during the period of its services
hereunder, a fee of $4,500 per annum payable quarterly in arrears and (iii)
thereafter, such fee as the parties may from time

                                       12
<PAGE>

to time agree. The provisions of this Section 16 shall survive the termination
of this Agreement.

         SECTION 17. Merger, Etc.. Upon any merger, consolidation,
reorganization or dissolution of the Corporation or the sale of all or
substantially all of the assets of the Corporation pursuant to which shares of
capital stock or other voting securities of another corporation are to be issued
in payment or exchange for or upon conversion of Shares and other voting
securities, the shares of said other corporation shall automatically be and
become subject to the terms of this Agreement and be held by the Trustee
hereunder in the same manner and upon the same terms as the Trust Shares, and in
such event the Trustee shall issue to the Holders that have deposited Shares
with the Trustee new Trust Certificates in lieu of the old Trust Certificates
for the appropriate number of shares and other voting securities of such other
corporation.

         At the request of any Holder, the Trustee may transfer, sell or
exchange or join with the Holder in such transfer, sale or exchange of Shares
and other voting securities in exchange for shares of another corporation, and
in said event the shares and other voting securities of the other corporation
received by the transferor shall be and become subject to this Agreement and be
held by the Trustee hereunder in the same manner as the Trust Shares.

         SECTION 18. Notices. All notices, reports, statements and other
communications directed to the Trustee from the Corporation shall be forwarded
promptly by the Trustee to DLJ and each Holder. All notices, notices of election
and other communications required herein shall be given in writing by overnight
courier, telegram or facsimile transmission and shall be addressed, or sent, to
the appropriate addresses as set forth beneath the signature of each party
hereto, or at such other address as to which notice is given in accordance with
this Section 18.

         SECTION 19. Indemnity, Etc.. The Trustee shall be indemnified from and
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claims whatsoever) (the "Indemnified Claims")
arising out of or based upon this Agreement or the actions or failures to act of
the Trustee hereunder or thereunder, except to the extent such loss, liability,
claim, damage or expense is caused by or results from the Trustee's gross
negligence or willful misconduct (as determined by a final and unappealable
order of a court of competent jurisdiction). DLJ agrees on behalf of the Holders
that it will indemnify and hold harmless the Trustee from and against any
Indemnified Claims. DLJ's obligation hereunder shall survive the transfer of all
or any portions of its respective shares and interests, the termination of the
voting trust created herei n, or the resignation or removal of the Trustee.

                                       13
<PAGE>

         The Trustee shall be entitled to the prompt reimbursement for its
out-of-pocket expenses (including reasonable attorneys' fees and expenses)
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, arising out of or based upon this Agreement, or the
actions or failures to act of the Trustee hereunder or thereunder, without
regard to the outcome of such litigation; provided, however, that the Trustee
shall be obligated to return any such reimbursement if it is subsequently
determined by a final and unappealable order of a court of competent
jurisdiction that the Trustee was grossly negligent or engaged in willful
misconduct in the matter in question. Such expenses payable under this Section
19 shall be prorated among the Holders in accordance with their respective
interests in the Shares then deposited hereunder.

         If a claim under this Section 19 is not paid in full within 30 days
after a written claim has been submitted by the Trustee, the Trustee may at any
time thereafter bring suit to recover the unpaid amount of the claim and, if
successful in whole or in part, the Trustee shall be entitled to be paid also
the expense of prosecuting such claims.

         The Trustee is authorized and empowered to construe this Agreement and
its construction of the same, made in good faith, shall be final, conclusive,
and binding upon all Holders and all other parties interested. The Trustee may,
in its discretion, consult with counsel to be selected and employed by it, and
the reasonable fees and expenses of such counsel shall be an expense for which
the Trustee is entitled to indemnity hereunder.

         The Trustee hereby accepts the trust created hereby and agrees to carry
out the terms and provisions hereof, but assumes no responsibility for the
management of the Corporation or for any action taken by it, by any person
elected as a director of the Corporation or by the Corporation pursuant to any
vote cast or consent given by the Trustee. The Trustee, whether or not acting
upon the advice of counsel, shall incur no liability because of any error of law
or fact, mistake of judgment or any matter or thing done or omitted under this
Agreement, except its own malfeasance. Anything done or suffered in good faith
by the Trustee in accordance with the advice of counsel chosen as indicated
above shall be conclusive in favor of the Trustee against the Holders and any
other interested party.

         The Trustee shall not be liable in any event for acts or defaults of
any other trustee or trustees (under this or any other voting trust of the
Corporation's securities) or for acts or defaults of any employee, agent, proxy
or attorney-in-fact of any other trustee or trustees. The Trustee shall be
protected and free from liability in acting upon any notice, request, consent,
certificate, declaration, guarantee, affidavit or other paper or document or
signature reasonably believed by it to be genuine and to have

                                       14
<PAGE>

been signed by the proper party or parties or by the party or parties purporting
to have signed the same.

         No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         SECTION 20. Certain Calculations. For purposes of Sections 9, 12, 13,
16 and 19, a Holder owning a Trust Certificate representing Share Equivalents
shall, in respect of such ownership, be deemed to be the Holder of a Trust
Certificate representing the number of shares of Common Stock that the Trustee,
acting on behalf of such Holder, may acquire, whether by exercise, conversion,
subscription or otherwise, pursuant to or by reason of ownership of such Shares.

         SECTION 21. Counterparts. This Agreement may be executed in multiple
counterparts all of which counterparts together shall constitute one agreement.
Upon execution of this Agreement and the establishment of the voting trust
created herein, the Trustee shall cause a copy of this Agreement to be filed in
the registered office of the Corporation in the State of Delaware and the
Agreement shall be open to inspection in the manner provided for inspection
under the laws of the State of Delaware.

         SECTION 22. Choice of Law. This Agreement is intended by the parties to
be governed and construed in accordance with the laws of the State of Delaware
except that the Trustee's rights and obligations shall be governed and construed
in accordance with the laws of the State of New York.

         SECTION 23. Bond. The Trustee shall not be required to provide any bond
to secure the performance of its duties hereunder.

         SECTION 24. Reliance. Each Holder acknowledges that DLJ will rely on
this Agreement in complying with the federal securities laws. The Trustee
acknowledges that DLJ will rely on the Trustee abiding by the terms of this
Agreement, including, without limitation, that (x) the Trustee will exercise
independent judgment in voting the shares and will not consult with any DLJ
Affiliate regarding the voting of such shares and (y) the Trustee will not
consent to any amendment or waiver of this Agreement prohibited by Section 25
hereof whether or not such amendment or waiver is approved by each of the
parties hereto and all of the Holders.

         SECTION 25. Amendments and Waivers. This Agreement may not be amended
or waived in any material respect unless an opinion of independent

                                       15
<PAGE>

nationally recognized counsel (which opinion and counsel shall be satisfactory
to DLJ), who are experts in matters involving the federal securities law, that,
immediately after such amendment or waiver, DLJ should not be an "affiliate" of
the Corporation within the meaning of Rule 144 under the Securities Act.

         SECTION 26. Benefits and Assignment. Nothing in this Agreement,
expressed or implied, shall give or be construed to give any persons, firm or
corporation, other than the parties hereto and their successors and assigns, any
legal claim under any covenant, condition or provision hereof, all the
covenants, conditions and provisions contained in this Agreement being for the
sole benefit of the parties hereto and their successors and assigns. No party
may assign any of its rights or obligations under this Agreement without the
written consent of all the other parties, which consent may be withheld in the
sole discretion of the party whose consent is sought.

         SECTION 27. Severability. In case any provision in this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

                                       16
<PAGE>

             EXECUTED as of the date and year first above written.

                                              WELLS FARGO BANK INDIANA, N.A.
                                              Trustee
                                              By: /s/ Carolyn R. Davis
                                                 ---------------------------
                                                 Name: Carolyn R. Davis
                                                 Title: Trust Officer
                                                 Address: 111 E. Wayne Street,
                                                          Fort Wayne, IN 46802
                                                 Attention: Tammy Smith
                                                 Telephone: 219-461-6498
                                                 Facsimile: 219-461-6480
<PAGE>

DONALDSON, LUFKIN & JENRETTE, INC.


By: /s/ Tony James
   ------------------------------------
   Name: Tony James
   Title: Director and Chairman of the Investment
          Banking Group
   Address: 277 Park Avenue, 42(nd) Floor
            New York, New York, 10172
   Attention: Arthur S. Zuckerman
   Telephone: (212) 892-4866
   Facsimile: (212) 892-3444


DLJ CAPITAL CORPORATION


By: /s/ Ivy Dodes
   ------------------------------------
   Name: Ivy Dodes
   Title: Vice President
   Address: 277 Park Avenue, 42(nd) Floor
            New York, New York 10172
   Attention: Arthur S. Zuckerman
   Telephone: (212) 892-4866
   Facsimile: (212) 892-3444


SPROUT CAPITAL VIII, L.P.

By: DLJ Captial Corporation
Its: Managing General Partner


By: /s/ Ivy Dodes
   ------------------------------------
   Name: Ivy Dodes
   Title: Vice President
   Address: 277 Park Avenue, 42(nd) Floor
            New York, New York 10172
   Attention: Arthur S. Zuckerman
   Telephone: (212) 892-4866
   Facsimile: (212) 892-3444
<PAGE>

SPROUT VENTURE CAPITAL, L.P.

By: DLJ Capital Corporation
Its: General Partner


By: /s/ Ivy Dodes
   ------------------------------------
   Name: Ivy Dodes
   Title: Vice President
   Address: 277 Park Avenue, 42(nd) Floor
            New York, New York 10172
   Attention: Arthur S. Zuckerman
   Telephone: (212) 892-4866
   Facsimile: (212) 892-3444


DLJ ESC II, L.P.

By: DLJ LBO Plans Management Corporation
Its: General Partner


By: /s/ Ivy Dodes
   ------------------------------------
   Name: Ivy Dodes
   Title: Vice President
   Address: 277 Park Avenue, 42(nd) Floor
            New York, New York 10172
   Attention: Arthur S. Zuckerman
   Telephone: (212) 892-4866
   Facsimile: (212) 892-3444
<PAGE>

                                   SCHEDULE A
                               (Initial Deposit)

          Name                         Type                 Shares Deposited
          ----                         ----                 ----------------

Sprout Capital VIII, L.P.          Common Stock                2,442,751
                                   Warrants                      381,796

Sprout Venture Capital, L.P.       Common Stock                  214,320
                                   Warrants                       22,908

DLJ Capital Corporation            Common Stock                   11,913
                                   Warrants                        1,273

DLJ ESC II, L.P.                   Common Stock                  310,831
                                   Warrants                       33,223
<PAGE>

                                   SCHEDULE B

                             TRANSFER INSTRUCTIONS
                             ---------------------

         SPROUT CAPITAL VIII, L.P.

                 All payments shall be made by check mailed to:

                           Sprout Capital VIII, L.P.
                           277 Park Avenue, 42(nd)Floor
                           New York, New York 10172
                           Attention: Arthur S. Zuckerman


         SPROUT VENTURE CAPITAL, L.P.

                 All payments shall be made by check mailed to:

                           Sprout Venture Capital, L.P.
                           277 Park Avenue, 42(nd)Floor
                           New York, New York 10172
                           Attention: Arthur S. Zuckerman


         DLJ CAPITAL CORPORATION

                 All payments shall be made by check mailed to:

                           DLJ CAPITAL CORPORATION
                           277 Park Avenue, 42(nd) Floor
                           New York, New York 10172
                           Attention: Arthur S. Zuckerman


         DLJ ESC II, L.P.

                 All payments shall be made by check mailed to:

                           DLJ ESC II, L.P.
                           277 Park Avenue, 42(nd) Floor
                           New York, New York
                           Attention: Arthur S. Zuckerman
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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