Common use of Value of Clause in Contracts

Value of. Unexercised In-the-Money Options is the difference between the closing price per share of $3.00 at December 31, 1998, and the exercise price per share multiplied by the number of shares subject to options. DIRECTOR COMPENSATION Upon initial election to the Board of Directors, each non-employee director automatically receives an option to purchase 50,000 shares of Common Stock under the Tech Squared Inc. 1995 Non-Employee Director Option Plan (the "Director Plan"). The Director Plan was amended in December 1998 to allow the Board of Directors to vary the number of Shares issuable upon exercise of the option granted to each new director and to vary other terms of such options. Options granted under the Director Plan, unless otherwise detained by the Board of Directors, have an exercise price equal to the fair market value of one share of Common Stock on the date of grant. Unless otherwise determined by the Board of Directors, the options become exercisable in three equal installments on each of the date of initial election to the Board of Directors and the first two anniversaries of the date of such election. Options vest and become exercisable only if the director is a member of the Board of the Directors on the vesting date. Options granted under the Director Plan expire seven years from the date of grant. Upon his election as a director of the Company in June 1996, ▇▇. ▇▇▇▇▇ was granted an option to purchase 50,000 shares under the Director Plan. All of such options have vested. Upon his election as a director of the Company in July 1996, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase 50,000 shares under the Director Plan, all of such options have vested. Additionally, in December 1998, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase an additional 50,000 shares under the Director Plan at an exercise price of $2.25 per share. Such options vested immediately upon grant. Upon his election as a director of the Company in December 1998, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase 60,000 shares under the Director Plan at an exercise price of $2.25 per share. Such option vested immediately upon grant. The Company generally reimburses non-employee directors for out-of-pocket expenses incurred to attend the Board of Directors meetings. The Company does not pay director fees to members of the Board of Directors who are full-time employees of the Company and does not reimburse such persons for out-of-pocket expenses in connection with attending Board of Director meetings. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Value of. Unexercised In-the-Money Options is the difference between the closing price per share of $3.00 at December 31, 1998, and the exercise price per share multiplied by the number of shares subject to options. DIRECTOR COMPENSATION Upon initial election to the Board of Directors, each non-employee director automatically receives an option to purchase 50,000 shares of Common Stock under the Tech Squared Inc. 1995 Non-Employee Director Option Plan (the "Director Plan"). The Director Plan was amended in December 1998 to allow the Board of Directors to vary the number of Shares issuable upon exercise of the option granted to each new director and to vary other terms of such options. Options granted under the Director Plan, unless otherwise detained by the Board of Directors, have an exercise price equal to the fair market value of one share of Common Stock on the date of grant. Unless otherwise determined by the Board of Directors, the options become exercisable in three equal installments on each of the date of initial election to the Board of Directors and the first two anniversaries of the date of such election. Options vest and become exercisable only if the director is a member of the Board of the Directors on the vesting date. Options granted under the Director Plan expire seven years from the date of grant. Upon his election as a director of the Company in June 1996, ▇▇. ▇▇▇▇▇ was granted an option to purchase 50,000 shares under the Director Plan. All of such options have vested. Upon his election as a director of the Company in July 1996, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase 50,000 shares under the Director Plan, all of such options have vested. Additionally, in December 1998, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase an additional 50,000 shares under the Director Plan at an exercise price of $2.25 per share. Such options vested immediately upon grant. Upon his election as a director of the Company in December 1998, ▇▇. ▇▇▇▇▇▇▇ was granted an option to purchase 60,000 shares under the Director Plan at an exercise price of $2.25 per share. Such option vested immediately upon grant. The Company generally reimburses non-employee directors for out-of-pocket expenses incurred to attend the Board of Directors meetings. The Company does not pay director fees to members of the Board of Directors who are full-time employees of the Company and does not reimburse such persons for out-of-pocket expenses in connection with attending Board of Director meetings. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.