**EXHIBIT 10.91*****Advancing technologies, such as fiber optic and wireless technologies, may make some of ourproducts less competitive.***Technological developments could have a material adverse effect on our business. For example, asignificant increase in the rate of installations using fiber optic systems or an increase in thecost of copper-based systems would have a material adverse effect on our business. While we domanufacture and sell fiber optic cables, any acceleration in the erosion of our sales of coppercables due to increased market demand for fiber optic cables would most likely not be offset by anincrease in sales of our fiber optic cables. Also, advancing wireless technologies, as they relateto network and communications systems, represent an alternative to certain copper cables wemanufacture and may reduce customer demand for premise wiring. Traditional telephone companies arefacing increasing competition within their respective territories from, among others, voice overInternet protocol, or “VoIP,” providers and wireless carriers. Wireless communications dependheavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase inthe acceptance and use of VoIP and wireless technology, or introduction of new wireless orfiber-optic based technologies, may have a material adverse effect on the marketability of ourproducts and our profitability. Our sales of copper premise cables currently face downward pressurefrom wireless and VoIP technology, and a significant increase in the acceptance and use of thesetechnologies would heighten this pressure and the negative impact it may have on our results ofoperations.***We are substantially dependent upon distributors and retailers for non-exclusive sales of ourproducts and they could cease purchasing our products at any time.***During 2005 and the first nine fiscal months of 2006, approximately 39% and 34%, respectively, ofour domestic net sales were made to independent distributors and four and three, respectively, ofour ten largest customers were distributors. During 2005 and the first nine fiscal months of 2006,approximately 11% and 10%, respectively, of our domestic net sales were to retailers, and the twolargest retailers, The Home Depot and AutoZone, accounted for approximately 3% and 2%,respectively, of our worldwide net sales in 2005 and 2% and 1%, respectively, of such sales in thefirst nine fiscal months of 2006. These distributors and retailers are not contractually obligatedto carry our product lines exclusively or for any period of time. Therefore, these distributors andretailers may purchase products that compete with our products or cease purchasing our products atany time. The loss of one or more large distributors or retailers could have a material adverseeffect on our ability to bring our products to end users and on our results of operations.Moreover, a downturn in the business of one or more large distributors or retailers could adverselyaffect our sales and could create significant credit exposure.***Provisions in our constituent documents could make it more difficult to acquire our company.***Our amended and restated certificate of incorporation and amended and restated by-laws containprovisions that may discourage, delay or prevent a third party from acquiring us, even if doing sowould be beneficial to our stockholders. Under our amended and restated certificate ofincorporation, only our board of directors may call special meetings of stockholders, andstockholders must comply with advance notice requirements for nominating candidates for election toour board of directors or for proposing matters that can be acted upon by stockholders atstockholder meetings. Directors may be removed by stockholders only for cause and only by theeffective vote of at least 662/3% of the voting power of all shares ofcapital stock then entitled to vote generally in the election of directors, voting together as asingle class. Additionally, agreements with certain of our executive officers may have the effectof making a change of control more expensive and, therefore, less attractive. Pursuant to ouramended and restated certificate of incorporation, our board of directors may by resolutionestablish one or more series of preferred stock, having such number of shares, designation,relative voting rights, dividend rates, conversion rights, liquidation or other rights, preferencesand limitations as may be fixed by our board of directors without any further stockholder approval.Such rights, preferences, privileges and limitations as may be established could have the furthereffect of impeding or discouraging the acquisition of control of our company.
 

 
***Issuances of additional series of preferred stock could adversely affect holders of our commonstock.***Our board of directors is authorized to issue additional series of preferred stock without anyaction on the part of our stockholders. Our board of directors also has the power, withoutstockholder approval, to set the terms of any such series of preferred stock that may be issued,including voting rights, conversion rights, dividend rights, preferences over our common stock withrespect to dividends or if we liquidate, dissolve or wind up our business and other terms. If weissue preferred stock in the future that has preference over our common stock with respect to thepayment of dividends or upon our liquidation, dissolution or winding-up, or if we issue preferredstock with voting rights that dilute the voting power of our common stock, the rights of holders ofour common stock or the market price of our common stock could be adversely affected.