IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AN> FOR NE:W CASTLE COUNT'Y

B?lJCE  D. KIMBALL,
                                       )
                      Plaintiff,
                                       i
               V .                     1    C.A. No. 18252-NC
CR.4IG S. LINTHICUM, ,JOHI\. F.        ;
MILLER, JR., GREGORY W.
MORGAN, MICHAEL C.  POMEF.OY,          ;
KEYNETH  C. PRICE,  JEElRY  I,.
WILCOXON, BLACK OAK  COME'UTER         ;
SERVICES, INC., a  Delaw;.re
corporation, and BLACK OAK             i
HOSTING SERVICES, LLC,  a              )
Maryland limited liability             )
company I                              )
                      Defendant.:;.    )

                                                                         .I  _I
                                       ANSWER
                                       --.__                            :  _
                                                                         :  >

        Defendants, Craig  S. Linthicum, John F. Miller, Jr., Gregory
W. Morgan, Michael C.  Pomeroy, Kenneth C. Price, Jerry L.

Wilcoxon, and Black Oak Computer Services, Inc., by and through
their undersigned  co:lnseIl, respond to the plaintiff's complaint
as follows:

                                 SUMMARY-,OF ACTION

        1.     Any such  expeliditures of corporate funds by Black Oak

were properly authorized and were deemed appropriate by Black
Oak.     No decision has  b':en made to issue additional shares of
Black Oak common stock, however, if such a decision is made,
Black Cak intends to do .so in accordance  witlr. the company's
certifj-cate of  incorporicion,   bli-laws, stock restriction

agreement, and applicable Delaware Law.                Upon information and

belief,. the plaintiff was provided with his original certificat's

              IN THE COURT OF CHANCERY OF THE STATE OF DElLAWARE

                               IK AND FOR NEW CASTLE COUNTY

BRUCE  D. KIMBALL,

                Plaintifl;



CR4IG S. ILINTHICUM,  JOHN F.
MILLER, JR., GREGORY  W. MORGAN,
MICHAEL C. POMEROY, KENNETH C.                        i
PRlCE,  JERRY L. WILCOXON, BLACK OAK                  )
COMPUTER SERVICES, INC., a Delaware                   >
corporation, and BLACK OAK HOSTING
SERVICE3, LLC, a Maryland limited liability           1
company,                                              )

                Defendants.                           1

                                             COMPLAINT

        Plaintiff, Bruce D. Kimball, by and through his undersigned attorneys, and for his

cornpl.aint  in this matter, alleges as follows:

                                       SUM MARY OF  AC=

        1.      Plaintijyf  brings this action as a stockholder of Black Oak Computer Services, Inc.

("Black Oak" or the "Company"), a Delaware corporation, seeking redress for breaches of

contractual and fiduciary duties as set forth below. Specifically, plaintiff seeks Jrecovery against

the individual defendants - Black Oak's controlling stockholders, directors and officers - for

their grossly negligent and unauthorized expenditures of corporate funds, and further seeks to

prevent defendants from implementing their plan to issue additional shares of Black Oak

common stock without ;adequate  consideration and without a proper corporate purpose. Plaintiff



also seeks an order compelling defendants to provide him with the original certificate

representing shares of I3lack  Oak common stock owned by him.