Item 5.       Other Events.
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     On March 15, 2001,  the Company was advised by  Perks.com,  Inc.  ("Perks")
that Perks had elected to terminate  the  Agreement  and Plan of Merger which it
entered into with the Company on December 8, 2000,  as amended.  The Company has
acknowledged the termination by Perks and, accordingly, the transaction will not
be pursued.