* Explanation of Response:

      As was reported in a Form 8-K filed on March 29, 1999, Morris & Miller,
Ltd. (and its sister corporation, Mathew and Markson, Ltd.) initially acquired
the Shares of Common Stock of the Issuer which are the subject of this Report
pursuant to an agreement (the "Stock Purchase Agreement") signed and executed on
March 16, 1999, between Telco Billing, Inc.; Morris & Miller, Ltd.; Mathew and
Markson, Ltd.; and RIGL Corporation ("RIGL"), which was the former name of the
Issuer. Morris & Miller, Ltd. and Mathew and Markson, Ltd. were the sole
shareholders of Telco.

      Pursuant to the Stock Purchase Agreement, Morris & Miller, Ltd.
surrendered its shares of Telco, and, in exchange, Morris & Miller, Ltd.
received 1,100,000 Shares of RIGL.