INTRODUCING PowerVision, Inc. WHAT IS VIDEOTEX? During the 20th Century, electronic media dramatically changed the world we live in. We take these new electronic media for granted every day when we listen to the traffic report on the radio, go to the "money machine" for quick cash, program our VCR's to record our favorite daytime soap opera, and even when we dial a long distance call. Videotex is the newest of these electronic media technologies. It combines the power of communications with a computer by using a modem and telephone. The computer serves as the terminal where a user views information and prepares his or her transmission. Telephone lines transmit information between the user and a central data base. The modem connects the terminal to a telephone and translates the phone signal for the computer. Videotex services are designed to be easy to use, to provide rapid transmission and to be interactive. Videotex users are not passive recipients of information, but can choose and interact with the services they want. In North America today, there are many videotex users who are gaining access to information and performing a wide range of transactions electronically by using their personal computer and a modem. In the 21st century, Videotex will emerge as a powerful tool for doing business, managing one's life, education, and entertainment. Powervision is a leader in this emerging Videotex industry. ABOUT POWERVISION In 1990, PowerVision was founded for the purpose of developing and exploiting enhanced videotex technologies. The enhanced capability that has been developed allows PowerVision to create a videotex network that is extremely user-friendly and capable of displaying text, full color digitized photographs and high resolution graphics. PowerVision is the result of combining this technology with a unique marketing concept call "No-Load" Retailing. PowerVision's mission is to provide a videotex network that will help the average consumer save time and money on the products they normally buy. This savings should allow the consumer to prepare better financially for their future while living better now rather than having to sacrifice. Marketing PowerVision through multi-level marketing takes the mission one step further and provides a way for the average consumer to not only save money, but make money and build assets as well. Powervision was introduced in the summer of 1991 and will go online in spring of 1992. Currently, the number of subscribers and vendors throughout the United States is growing rapidly. MANAGEMENT TEAM OF POWERVISION One of PowerVision's major strengths is the entrepreneurial diversity and experience of its management team. Our key executives include: Jeffrey M. Cohen President & Chief Operation Officer Mr. Cohen began his business career in the insurance industry where he established himself as an industry leader. At the age of 23, he became the leading producer in the country for a major life insurance company and at 26 became the youngest to ever achieve "lifetime membership" status in the prestigious Million Dollar Round Table. In 1983, Mr. Cohen assumed responsibilities as Executive Vice-President and C.O.O. for a $50,000,000 resort development company. His responsibilities included the overall management of operations and supervision of over 500 employees in eight resorts around the country. Ten months later, he was elected President and C.E.O. of United Educators Life Insurance Company, a sister company to the resort development firm. In 1986, Mr. Cohen founded a unique catalog-type retail operation which quickly became one of the country's fastest growing companies. In less than one year, the company revenues grew to over $25,000,000 per year and employed over 150 individuals. Mr. Cohen graduated with honors from Florida Atlantic University in Boca Raton. Kevin P. Hammond Senior Vice President Mr. Hammond is co-founder and principle of VideoTex of America. Mr. Hammond spent seven years as Associate Vice-President, Investments of Dean Witter Reynold, Inc. His experience included managing $20 million in client portfolios and placing over $250 million of investment capital. In that time, Mr. Hammond conducted various research studies identifying growth industries, including Investment Opportunities in the telecommunications industry for the 90's. Mr. Hammond is active in Real Estate Ownership and is licensed with the National Association of Securities Dealers (NASD), as well as the Securities Exchange Commission (SEC). Mr. Hammond is a graduate of USC School of Business, majoring in Corporate Finance. Philip Bruce Director, Vendor Relations Mr. Bruce came to the firm from Hardesty, Puckett and Company, one of the nation's leading communications brokerage firms. whose primary emphasis is cable television. His experience there in business evaluation, cash flow analysis, and communications marketing makes a valuable cross-over to the Videotex industry. Many analysts have pointed out the similar history and development goals for the home consumer market between cable and videotex. Prior to 1987, Mr. Bruce spent 18 years in sales and sales management within the beverage industry, specializing in wine education and restaurants. Mr. Bruce holds a Master of Business Administration in Marketing and Organizations, and a B.A. in Sociology for the University of Kansas. Lesa A. Laird Vice President, Customer Service Lesa began here career in the advertising industry with Dancer Fitzgerald Sample, Inc. (currently Satchi/Satchi) where she coordinated Account Executive Departments for both the Toyota Motor Sales and General Medical Centers Health Plan/Greatwest Hospitals accounts. In 1985, Lesa relocated to San Diego, her native town, and continued her marketing career with Interamics, Inc., a Raychem corporation that manufactured high speed computer chip carriers. She directed trade shows and plant tours, produced the corporate and product collateral materials and directed advertising placement. She also developed and computerized order delivery and communications systems and improved product and documentation flow throughout other departments, resulting in improved quality issues and subsequent collection of past due accounts. Lesa's experience and expertise in both marketing communications and customer service makes her a valuable asset to Videotex of America. Lesa graduated in 1982 from the University of Southern California School of Communication Arts & Sciences with an emphasis in corporate communications and advertising. Leslie Nary Marketing Coordinator Ms. Nary has spent ten years developing her career as a small business manager and entrepreneur in diverse industries including construction, restaurants, and retail. Her last five years were spent as managing general partner for five retail desktop publishing and reprographics stores in San Jose and San Diego. Her stores were known for their leading edge technology, professional atmosphere, and exceptional customer service. Leslie had full responsibility for successfully training the management team for each store as well as developing and implementing the marketing plan and public relations strategy that brought each store to a profitable level within its first year of operation. Her hands on experience in business development, management and marketing are a tremendous asset to the Videotex team. Ms. Nary has a B.A. in Education form the University of Massachusetts, Amherst. ADVISORY COMMITTEE OF PowerVision The advisory team of PowerVision has the combined resources of over 100 years of experience in engineering, finance, Videotex and software development, and retailing. S. William Linko President, I.I.D.O., Inc. Mr. Linko has 40 years of experience in engineering, hardware procurement, and international business. He opened his international operation in 1968 and is currently president of Micronel U.S. and the sister company, International Industrial Development Organization. Mr. Linko sits on the board of several U.S. and international corporations. Prior to 1970, Mr. Linko served as a senior analyst and was then Vice President, International Operations for the Kollmorgan Corporation and he has worked as a consultant for General Electric on military systems and with MIT on developing the Polaris program. Mr. Linko received a B.S. and Masters in Engineering from the Massachusetts Institute of Technology where he also completed two years of doctoral studies. In 1966, he received a M.S.I.M. from Harvard/MIT. Jack P. Fitzpatrick Vice President, Sales, Pacific Data Products Mr. Fitzpatrick has worked for Pacific Data Products since 1989. His current position involves worldwide sales through distributors and computer products resellers. Initially he served as Vice President, Finance and Administration, CFO where he positioned the company for IPO, managed creation and filing of prospectus, and introduced controls and procedures to manage growth in revenue for $7M/year to $63M/year. From 1985 to 1089, Mr. Fitzpatrick was Vice President, Finance and Administration, CFO for Syntro Corporation in San Diego where his responsibilities for finance included IPO, R&D limited partnerships, industrial development bond, equipment leasing, and research of contracts and licensing agreements. Prior to 1985, Mr. Fitzpatrick served as Manager, Strategic and Financial Planning for the Xerox Office Systems Division in Palo Alto and as a Computer Systems Analyst for Data General Corporation in Westboro, Massachusetts. Mr. Fitzpatrick received his B.A. in applied mathematics, M.S. in Computer Science, and M.B.A. in Finance from Harvard University. Amin J. Rahme President, Nustar International Mr. Rahme's expertise is in videotex and software development. In 1989, he founded Nustar International to develop advanced software systems, tools, and services for telecommunications based applications that combine the delivery of text and graphics over telephone lines. He simultaneously is serving as President of Everest Technologies, the developer of the IcoMetrics image processing and analysis software. Between 1983 and 1988, Mr. Rahme founded and served as CEO and President of two other companies. Encode International specialized in developing management information systems software. At U.S. Videotel, a subsidiary of Encode International, Mr. Rahme was the architect of the technology and the corporate strategy, marketing and overall concept of the business and deployment of systems and services. Prior to 1983, Mr. Rahme developed a worldwide computerized network of integrated management information and processing services for Midmac Information Services, Inc. He also served as Director, Systems Development for Sogex International in London and Paris; Data Processing Manager for Olayan Group of Companies in Saudi Arabia; and Senior Systems Analyst/Programmer for Associated Business Consultants in Beirut. John R. Isaac, Jr. President, Everything's A $1 Mr. Isaac has extensive experience in the retail industry. As Chief Officer of Everything's A $1.00, he is responsible for 200 specialty retail stores doing over $200 million in annual sales volume. Prior to his current position, Mr. Isaac was Chairman/Chief Executive Officer of Hecks Discount, a group of 55 mass merchandising stores doing $200 million in annual sales volume. Between 1971 and 1987, Mr. Isaac also served as President/Chief Operating Officer of Tradevest, a start-up specialty marketing retail operation and of Service Merchandise, a group of 315 catalog specialty stores with $2.8 billion in annual sales volume; as Executive Vice President/Chief Operating Officer of Duty Free Shoppers with $500 million in annual sales volume; and Senior Vice President of Gold Circle Department Stores (Federated) with 65 stores doing $500 million in annual sales volume. Mr. Isaac has served on the boards of Hallwood industries, Inc. as Chairman/CEO and Value Merchants, Inc. as a board member.