4 1 0001.txt OMB Number 3235-0287 Expires: September 30, 1998 Estimated average burden hours per response 0.5 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person << Brookhaven Capital Management, LLC >> (Last) (First) (Middle) << 3000 Sand Hill Road, Building 3, Suite 105, Menlo Park, CA 94025 (Street), (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol:<> 3. IRS or Social Security Number of Reporting Person (Voluntary) _____ 4. Statement for Month/Year: << March, April and May 2000 >> 5. If Amendment, Date of Original (Month/Year) ___________ 6. Relationship of reporting person to issuer (Check all applicable) << ____ Director XXX 10% Owner >> ____ Officer (give ____ Other (specify title below) below) ______________________ 7. Individual or Joint/Group Filing (Check Applicable line) ____ Form filed by one Reporting Person << _XX_ Form filed by More than One Reporting Person >> SEC 1474 (7-96) FORM 4 (continued) Page 2 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-6-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 795,500 D $1.0364 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 3 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-6-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 300,000 >> A $1.0343 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 4 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-6-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 105,040 >> D $1.0364 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 5 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-6-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 4,260 >> D $1.0364 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 6 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-6-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 576,800 >> A $1.0364 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 7 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-7-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 8,300 >> D $2.4375 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 8 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-7-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 1,700 >> D $2.4375 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 9 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-8-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 37,600 >> D $2.429 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 10 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-9-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 1,000 >> A $2.4063 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 11 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-9-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 1,000 >> S $2.5625 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 12 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 3-24-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 9,340 >> A $2.2179 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 13 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-6-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 157,500 >> D $2.00 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 14 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-6-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 10,000 >> A $2.0062 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 15 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-6-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 155,000 >> A $2.0062 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 16 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-7-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 50,000 >> A $2.25 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 17 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-7-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 50,000 >> D $2.25 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 18 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-11-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 8,000 >> D $2.06 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,924,799 >> (4) Does not include other shares owned directly by Vincent A. Carrino; the number of shares held directly by Mr. Carrino did not change during the reporting period. 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 19 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-11-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 7,000 A $2.125 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 20 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-11-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 5,500 A $2.1023 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 21 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-24-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 7,400 A $1.25 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 22 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 4-25-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 14,000 A $1.3739 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 23 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 5-10-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 30,000 A $2.0625 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 24 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 5-10-00 >> 3. Transaction Code (Instr. 8) Code << S >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 30,000 D $2.0625 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 3,785,599 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 25 of 28 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 5-22-00 >> 3. Transaction Code (Instr. 8) Code <> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 300 A $1.75 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 2,229,298 >> (4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D - by Watershed Partners, L.P. >> <> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 26 of 28 Pages Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) _________________________ 2. Conversion or Exercise Price of Derivative Security ____________ 3. Transaction Date (Month/Day/Year) ______________ 4. Transaction Code (Instr. 8) Code ______ V ______ 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) _____________ (D) ______________ 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date ____________________ ________________________ 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Title __________________________ Amount or Number of Shares _____ 8. Price of Derivative Security (Instr. 5) _______________ 9. Number of derivative Securities Beneficially Owned at End of Month (Instr. 4) _______________ 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) __________________ 11. Nature of Indirect Beneficial Ownership (Inst. 4) _____________________________________________________________________ ________________________________________________________________________ FORM 4 (continued) Page 27 of 28 Pages Explanation of Responses: (1) By Vincent A. Carrino, as manager and majority member of limited liability company that is a general partner of investment limited partnerships and an investment adviser for client accounts. (2) By Brookhaven Capital Management, LLC, as an investment adviser for client accounts and a general partner of investment limited partnerships. (3) Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary interest. (4) As of May 31, 2000. Brookhaven Capital Management, LLC By: /s/ Vincent A. Carrino 6/9/00 Manager ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. SEC 1474 (7-96) FORM 4 (continued) Page 28 of 28 Pages Joint Filer Information Name: Vincent A. Carrino Address: 3000 Sand Hill Road, Building 3, Suite 105, Menlo Park, CA 94025 Designated Filer: Brookhaven Capital Management, LLC Issuer and Ticker Symbol: Intrenet Inc. (INET) Statement for Month/Year: March, April and May 2000 Signature: /s/ Vincent A. Carrino Name: Watershed Partners, L.P. Address: 3000 Sand Hill Road, Building 3, Suite 105, Menlo Park, CA 94025 Designated Filer: Brookhaven Capital Management, LLC Issuer and Ticker Symbol: Intrenet Inc. (INET) Statement for Month/Year: March, April and May 2000 Signature: Watershed Partners, L.P. By: Brookhaven Capital Management, LLC General Partner /s/ Vincent A. Carrino, Manager CSR\4193\017\1103127