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                            EXHIBIT 2 TO SCHEDULE 13D
       INFORMATION WITH RESPECT TO THE BOARD OF GOVERNORS OF SOLIDUS, LLC

         Solidus, LLC ("Solidus") is a limited liability company managed by a
Board of Governors. The members of the Board of Governors are E. Townes Duncan,
John Morris and Alfred Morris. Mr. Duncan has been designated the Chief Manager
of Solidus, and is responsible for the routine management of its business.
Information with respect to Mr. Duncan is set forth in the Schedule 13D.

-        Information with respect to the other members of the Board of Governors
         is as follows:

         -        John A. Morris, Jr., M.D., is Professor of Surgery at the
                  Vanderbilt University School of Medicine, 2100 Pierce Avenue,
                  243 Medical Center South, Nashville, Tennessee, 37212, and is
                  the Chairman of the Board of Directors of Sirrom Capital
                  Corporation ("Sirrom"). The address of Dr. Morris and of
                  Sirrom is 500 Church Street, Suite 200, Nashville, Tennessee
                  37219. Sirrom is a specialty finance company that makes loans
                  to small businesses. During the last five years, Dr. Morris
                  has not been convicted in a criminal proceeding (excluding
                  traffic violations or similar misdemeanors). During the last
                  five years, Dr. Morris has not been a party to a civil
                  proceeding of a judicial or administrative body of competent
                  jurisdiction where, as a result of such proceeding, he was
                  subject to a judgment, decree or final order enjoining future
                  violations of, or prohibiting or mandating activities subject
                  to, Federal or State securities laws or finding any violation
                  with respect to such laws. Dr. Morris is a citizen of the
                  United States. Except as set forth in Item 4 of the Schedule
                  13D with respect to Solidus, Mr. Morris has no plans or
                  proposals with respect to any of the matters set forth in
                  paragraphs (a) through (j) of Item 4 of Schedule 13D.

         -        Alfred Morris is self-employed as a private investor. His
                  residence is 970 Park Avenue, Apt. 7N, New York, New York
                  10028. During the last five years, Mr. Morris has not been
                  convicted in a criminal proceeding (excluding traffic
                  violations or similar misdemeanors). During the last five
                  years, Mr. Morris has not been a party to a civil proceeding
                  of a judicial or administrative body of competent jurisdiction
                  where, as a result of such proceeding, he was subject to a
                  judgment, decree or final order enjoining future violations
                  of, or prohibiting or mandating activities subject to, Federal
                  or State securities laws or finding any violation with respect
                  to such laws. Mr. Morris is a citizen of the United States.
                  Except as set forth in Item 4 of the Schedule 13D with respect
                  to Solidus, Mr. Morris has no plans or proposals with respect
                  to any of the matters set forth in paragraphs (a) through (j)
                  of Item 4 of Schedule 13D.

-        Interest in securities of the Issuer:

         Neither John Morris nor Alfred Morris beneficially owns shares of
         Common Stock.


                                       
