DIRECTOR
NAME                                     AGE     PRINCIPAL OCCUPATION/DIRECTORSHIPS      SINCE
----                                     ---     ----------------------------------     --------
DIRECTOR NOMINEES

Class I Directors
(Term Expires 2003)

Gary R. Haynes.........................  54    Mr. Haynes has been President since        1996
                                               1985 and Chief Executive Officer since
                                               1991 of Ericson Marketing
                                               Communications, Inc., an advertising
                                               and marketing communications agency.
                                               Mr. Haynes has been associated with
                                               Ericson since 1975 and served as
                                               Ericson's Chief Operating Officer from
                                               1982 until he became President in 1985.

Roger J. Thomson.......................  44    Mr. Thomson is a Managing Director of      1999
                                               Donaldson, Lufkin & Jenrette Securities
                                               Corporation, an investment banking
                                               firm, where he has worked since 1994.
                                               From 1986 to 1994, Mr. Thomson was
                                               Senior Vice President of Lehman
                                               Brothers, Inc., an investment banking
                                               firm.

CONTINUING DIRECTORS

Class II Director
(Term Expires 2001)

John H. Wyant..........................  53    Mr. Wyant is a Managing Partner and        1998
                                               President of Blue Chip Venture Company.
                                               Mr. Wyant is currently a director of
                                               Delicious Brands, Inc., a food product
                                               company, Regent Communications, Inc., a
                                               radio station operator, Zaring Homes,
                                               Inc., a manufactured housing company,
                                               and several private companies. Mr.
                                               Wyant was elected as a director under
                                               an Amended and Restated Shareholders'
                                               Agreement.