STOCK RESTRICTIONS
In connection with Cyber's recent financing, the Existing Cyber
Controlling shareholders agreed to pledge their shares of Cyber Class A Stock
for the benefit of the investors. In connection therewith they entered into a
guarantee and stock pledge agreement and their shares were given to the investor
to perfect such security interest. The investor will hold such shares until the
Notes are repaid or converted. Although the notes have a three year term it is
anticipated that they will be converted prior to their maturity.
The Existing Controlling TSI Equity Owners will not be required to
pledge their shares of Cyber Class A Stock to secure payment of the investors'
Notes. However, the Existing Controlling TSI Equity Owners do agree that they
will not dispose of their shares of Cyber Class A Stock until such lien on the
shares of the Existing Cyber Controlling Shareholders has been released.