Related Party Transactions and Outside Related Director Information

Acuity CiMatrix, Inc. (RVSIQ.PK)

1/28/2004 Proxy Information

On December 4, 2002, Pat V. Costa, our Chief Executive Officer, loaned us $500,000 and we issued a 9% Convertible Senior Note in the amount of $500,000. Under the terms of this note, we are required to make semiannual interest payments in cash on May 15 and November 15 of each year commencing May 2003 and pay the principal amount on December 4, 2005. This note allows Mr. Costa to require earlier redemption by us in certain circumstances including the sale of a division at a purchase price at least equal to the amounts then due under this note. Thus, Mr. Costa may require redemption at the time of the sale of SEG. This note also allows for conversion into shares of common stock. The note is convertible at the option of Mr. Costa into approximately 238,000 shares of our common stock at a conversion price of $2.10 per share. As an inducement to make this loan, Mr. Costa received a warrant to purchase approximately 60,000 shares of our common stock at an exercise price of $3.15 per share. We did not make the semiannual interest payments due on May 15, 2003 and November 15, 2003. On October 28, 2003, Mr. Costa agreed to forbear from exercising his rights with respect to these interest payments until January 14, 2005. As a condition to making this loan and in order to secure the prompt and complete payment, we entered into a Security Agreement with Mr. Costa. Under the terms of this Security Agreement, we granted Mr. Costa a security interest in certain of our assets.

On November 26, 2003, we replaced our $10.0 million revolving credit line with a $13.0 million facility. In connection with this transaction, we issued a warrant to purchase 2,200,000 shares of our common stock to the lender at an exercise price of $0.01 per share. The lender exercised its warrant on December 18, 2003.

Mr. Walker is former Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Robotic Vision Systems, Inc. (now known as Acuity CiMatrix, Inc.). From 1984 to 1986, he was their Senior Vice President and from 1983 to 1985, served as Treasurer.