MAGINET CORP
S-1/A, 1996-11-22
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1996     
                                                     REGISTRATION NO. 333-12185
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ----------------
                               
                            AMENDMENT NO. 2 TO     
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------
                              MAGINET CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ----------------
    CALIFORNIA (PRIOR TO             4841                    77-0407677
      REINCORPORATION)         (PRIMARY STANDARD          (I.R.S. EMPLOYER
       DELAWARE (AFTER            INDUSTRIAL           IDENTIFICATION NUMBER)
      REINCORPORATION)        CLASSIFICATION CODE
                                    NUMBER)
(STATE OR OTHER JURISDICTION
     OF INCORPORATION OR
        ORGANIZATION)
                               405 TASMAN DRIVE
                          SUNNYVALE, CALIFORNIA 94089
                                (408) 752-1000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                               ----------------
                               KENNETH B. HAMLET
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              MAGINET CORPORATION
                               405 TASMAN DRIVE
                          SUNNYVALE, CALIFORNIA 94089
                                (408) 752-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                               ----------------
                                  COPIES TO:
      THOMAS C. DEFILIPPS, ESQ.                  EDWARD M. LEONARD, ESQ.
  WILSON SONSINI GOODRICH & ROSATI           BROBECK, PHLEGER & HARRISON LLP
      PROFESSIONAL CORPORATION                    TWO EMBARCADERO PLACE
         650 PAGE MILL ROAD                          2200 GENG ROAD
 PALO ALTO, CA 94304 (415) 493-9300        PALO ALTO, CA 94303 (415) 424-0160
                               ----------------
       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     As soon as practicable after the effective date of this Registration
                                  Statement.
                               ----------------
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
  If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>   
<CAPTION>
                                                                    PROPOSED MAXIMUM
                                                   PROPOSED MAXIMUM    AGGREGATE       AMOUNT OF
      TITLE OF EACH CLASS OF         AMOUNT TO BE   OFFERING PRICE      OFFERING      REGISTRATION
    SECURITIES TO BE REGISTERED     REGISTERED(1)    PER SHARE(2)     PRICE(1)(2)         FEE
- --------------------------------------------------------------------------------------------------
 <S>                                <C>            <C>              <C>              <C>
 Common Stock, $.001 par value...     6,325,000         $14.00        $88,550,000    $30,534.49(3)
</TABLE>    
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes shares that the Underwriters have the option to purchase to cover
    over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(a) promulgated under the Securities
    Act of 1933, as amended.
   
(3) $29,741.38 has been previously paid.     
                               ----------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 
              Subject to Completion, dated November 22, 1996     
 
PROSPECTUS
                                
                             5,500,000 SHARES     
 
                                      LOGO
 
                                  COMMON STOCK
 
                                 ------------
   
  Of the 5,500,000 shares of Common Stock, $.001 par value ("Common Stock"), of
MagiNet Corporation ("MagiNet" or the "Company") being offered hereby,
4,400,000 shares are being offered initially in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering") and 1,100,000 shares are being
offered initially outside the United States and Canada by the International
Managers (the "International Offering"). Such offerings are referred to
collectively as the "Offerings."     
   
  Prior to the Offerings, there has been no public market for the Common Stock
of the Company. It is currently estimated that the initial public offering
price per share will be between $12.00 and $14.00 per share. See "Underwriting"
for a discussion of factors to be considered in determining the initial public
offering price. The Common Stock has been approved for listing on the Nasdaq
National Market under the symbol "MGNT."     
 
                                 ------------
 
        THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
                     
                  SEE "RISK FACTORS" BEGINNING ON PAGE 7.     
 
                                 ------------
 
THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS   THE
  SECURITIES  AND  EXCHANGE COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION
   PASSED   UPON  THE   ACCURACY  OR  ADEQUACY   OF  THIS  PROSPECTUS.   ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       Underwriting
                                             Price to Discounts and  Proceeds to
                                              Public  Commissions(1) Company(2)
- --------------------------------------------------------------------------------
<S>                                          <C>      <C>            <C>
Per Share..................................    $           $            $
- --------------------------------------------------------------------------------
Total(3)...................................   $           $             $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the U.S. Underwriters and the
    International Managers against certain liabilities, including liabilities
    under the Securities Act of 1933, as amended. See "Underwriting."
   
(2) Before deducting estimated expenses of the Offerings estimated at
    $1,400,000 payable by the Company.     
   
(3) The Company has granted to the U.S. Underwriters a 30-day option to
    purchase up to 660,000 additional shares of Common Stock on the same terms
    and conditions as set forth above solely to cover over-allotments, if any.
    The International Managers have been granted a similar option to purchase
    up to 165,000 additional shares of Common Stock solely to cover over-
    allotments, if any. If such options are exercised in full, the total Price
    to Public, Underwriting Discounts and Commissions and Proceeds to Company
    will be $   , $    and $   , respectively. See "Underwriting."     
 
                                 ------------
 
  The shares of Common Stock offered by this Prospectus are offered by the U.S.
Underwriters, subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
U.S. Underwriters and to certain other conditions. It is expected that delivery
of such shares will be made at the offices of Lehman Brothers Inc., New York,
New York, on or about    , 1996.
 
                                 ------------
 
 
LEHMAN BROTHERS                                                HAMBRECHT & QUIST
 
      , 1996
<PAGE>
 
                             [INSIDE FRONT COVER]
 
 
                                [MAGINET LOGO]
 
                                   [ARTWORK]
 
 
 
                               ----------------
 
  IN CONNECTION WITH THE OFFERINGS, THE U.S. UNDERWRITERS AND THE
INTERNATIONAL MANAGERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                                       2
<PAGE>
 
                            [GATEFOLD--FIRST PAGE]
  MagiNet is the largest provider of in-room on-demand video entertainment and
information systems outside North America.
 
  [Graphic: Underneath the above caption on both the first and second page of
the gatefold is a map of the continents outside of North and South America
America with the countries where there are MagiNet installations indicated]
 
  [Graphic: Two images of a television screen showing the Company's welcome
channel.]
 
  MagiNet's full-service offices provide local support.
 
  Currently being tested in Australia, Maginet's new Welcome Channel introduces
feature Hollywood movie trailers, advertising commercials, promotions and
instructions in five languages - all with the quality of network television
broadcasting.
 
  With the acquisition of Prodac, installed rooms will total 103,000 (63% on
demand, 37% scheduled).

[Graphic: One image of a television screen showing casino-style gaming, and
two images of a television screen showing Bloomberg Information TV.]
 
  In an exclusive agreement with InterGame, MagiNet will be able to provide
in-room, interactive casino-style gaming in hotel rooms worldwide where
jurisdictions allow. MagiNet also expects to distribute Bloomberg Information
Television, a 24-hour financial news program to hotels, starting with a test
in Israel in late 1996.
<PAGE>
 
                            [GATEFOLD-SECOND PAGE]
 
  [Graphic: Three images of a television screen: one showing a welcome screen;
one showing a movie menu; and one showing text describing a movie.]
 
  MagiNet's mainstay is on-demand entertainment, such as Hollywood
blockbusters and adult theme movies. Plus, hotel information and guest
services such as in-room check out and folio review. Providing guests as many
choices as possible is MagiNet's formula for winning the world's leading
hotels.
 
  MagiNet users are business and leisure guests at the world's leading hotels.
 
  238% annualized growth in rooms since 1993
 
  [Graphic: Three images of a television screen showing an information
directory known as iLook.]
 
  iLook is an interactive information and resource directory for travelers
that can provide hotel guests immediate and easy access to thousands of
businesses, services, restaurants, shops and cultural information. iLook is
expected to be launched in Thailand in early 1997, and is one of several
products being developed as additional revenue sources.
 
  The world's best hotels have selected MagiNet for their interactive
entertainment and information systems.
 
  Sheraton On The Park, Australia        Yokohama Grand Inter-Continental 
                                         Hotel, Japan                     
                                        
  Inter-Continental Sydney, Australia    Regent Auckland, New Zealand       
                                                                            
  Guam Hilton, Guam                      The Orchard Hotel, Singapore       
                                                                            
  Mandarin Oriental, Hong Kong           Sandton Sun & Towers, South Africa 
                                                                            
  JW Marriott, Hong Kong                 Durban Crowne Plaza, South Africa  
                                                                            
  Island Shangri-La, Hong Kong           Hotel Lotte, South Korea           
                                                                            
  Regent Hong Kong, Hong Kong            Hotel Shilla, South Korea          
                                                                            
  Hilton Tel Aviv, Israel                Grand Formosa Regent, Taiwan       
                                                                            
  Sheraton Tel Aviv, Israel              Grand Hyatt Taipei, Taiwan         
                                                                           
  Hotel Inter-Continental Tokyo Bay,     Shangri-La Hotel, Thailand         
  Japan                                    
                                        
  Hotel Okura Tokyo, Japan               Regent Bangkok, Thailand  
                                         
  Grand Hyatt Fukuoka, Japan


<PAGE>
 
                               PROSPECTUS SUMMARY
 
  The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors" and the Consolidated Financial Statements
and Notes thereto, appearing elsewhere in this Prospectus.
 
                                  THE COMPANY
 
  MagiNet is the leading supplier of on-demand interactive video entertainment
and information services to the hospitality industry outside of North America.
The Company installs integrated video systems that allow hotel guests to order
pay-per-view movies on-demand. MagiNet has recently expanded these systems into
entertainment and information gateways that offer an increasingly varied range
of services, such as on-demand billing summaries, express checkout,
personalized messaging, guest surveys and room service ordering. The Company
expects to implement additional revenue enhancing services such as in-room
casino-style gaming, advertising, video games, financial news, Internet access
and in-room shopping in selected markets beginning in 1997.
   
  To date, the Company has focused principally on leading hotels in the Pacific
Rim. Recently, the Pacific Rim has been experiencing a higher rate of economic
expansion and hotel construction than any other region in the world. Leading
hotels in this region are generally characterized by high occupancy and room
rates. The Company currently has operations and installations in Thailand,
Australia, Japan, South Korea, Taiwan, Hong Kong, South Africa, Guam/Saipan,
Singapore, Israel, New Zealand and France, and plans to expand its presence in
the Pacific Rim, Europe, the Middle East and Africa. MagiNet began installing
its systems in 1993 and, between 1993 and 1995, increased its installed base of
rooms from 2,087 to 39,122 and increased revenue from $395,000 to $8.7 million.
As of September 30, 1996, MagiNet served 169 hotels having 59,529 rooms, with
an additional 16,783 rooms in backlog. In November 1996, the Company entered
into a definitive agreement to acquire Prodac Prozessdatentechnik GmbH, a
German corporation ("Prodac"), which substantially expands the Company's
geographic scope and immediately establishes the Company as a leading provider
of in-room entertainment services in Europe, the world's largest hotel market.
There are approximately two million hotel rooms in MagiNet's current and target
markets.     
   
  The Company's installed base includes certain hotels in the Hilton
International, Hyatt International, Inter-Continental, Mandarin Oriental,
Marriott, Okura, Regent/Four Seasons, Shangri-La, Sheraton, Southern Pacific
Hotel Corporation, Westin and other hotel chains. The Company has preferred
vendor status for future installations in hotels within the Hyatt
International, Shangri-La and Southern Pacific Hotel Corporation chains.
Prodac's installed base includes certain hotels in the Accor, Dorint and
Maritim hotel chains, and Prodac has preferred vendor status with the Dorint,
Maritim and Novotel hotel chains. In addition, the Company believes there is a
substantial opportunity to penetrate the mid-market hotel sector in its target
markets.     
 
  The Company holds an exclusive license to provide the on-demand interactive
video system developed by On Command Video Corporation in more than 30
countries outside of North America, and a license to provide the on-demand
interactive video system developed by Guestserve Development Group to all
countries outside of North America. MagiNet installs its systems in hotels at
the Company's cost and receives revenue from guest usage pursuant to five-to-
seven year contracts giving MagiNet the exclusive right to provide the hotel
with in-room on-demand video entertainment and information services. To date,
the Company's principal on-demand video entertainment services have provided a
reasonably predictable stream of recurring revenue during the term of these
exclusive contracts. The Company believes its new services will appeal to a
broader group of hotel guests than traditional purchasers of in-room video
entertainment and should increase revenue per installed room.
 
  Beginning in early 1996, the Company added several key members to its
management team, including Kenneth B. Hamlet, its Chief Executive Officer, and
Gordon E. (Ned) Druehl, Jr., its Chief Operating Officer, both having over
twenty years of experience in the hospitality industry. Mr. Hamlet and Mr.
Druehl, as part of
 
                                       3
<PAGE>
 
   
their executive responsibilities at Holiday Inns, Inc., managed a division
known as HiNet which provided free-to-guest scheduled broadcast and on-demand
video entertainment to Holiday Inns hotels. This management team has further
defined the Company's strategy to expand its installed room base by (i)
leveraging its strong market position to obtain contracts with other leading
hotels, (ii) penetrating existing or new target markets, directly or through
acquisition, and (iii) offering services to mid-market hotels in target
regions. In addition, this management team was influential in establishing
strategic relationships with Bloomberg for information and news television
programming and InterGame for in-room casino-style gaming.     
   
  The Company incorporated in California in July 1991, changed its name from
Pacific Pay Video Limited to MagiNet Corporation in August 1995 and will
reincorporate into Delaware prior to the completion of the Offerings. Unless
the text otherwise requires, references in this Prospectus to "MagiNet" and the
"Company" refer to MagiNet Corporation, a California corporation, and its
Delaware successor, together with their subsidiaries. The Company's principal
executive offices are located at 405 Tasman Drive, Sunnyvale, California 94089,
and its telephone number at that address is (408) 752-1000.     
                              
                           ACQUISITION OF PRODAC     
   
  On November 6, 1996, the Company entered into a definitive Share Purchase and
Transfer Agreement (the "Acquisition Agreement") to acquire all the outstanding
shares of Prodac (the "Prodac Shares"), which is headquartered in Cologne,
Germany. Prodac is one of the leading providers of video entertainment and
information systems in Europe and develops, manufactures and installs its own
proprietary scheduled broadcast and on-demand interactive video entertainment
systems. The Company believes that the acquisition of Prodac will provide
important competitive and strategic advantages to the Company. Europe
represents the world's largest hotel market with approximately 5.5 million
rooms, of which approximately 1.1 million represent rooms in the Company's
target market of hotels with greater than 100 rooms. MagiNet's acquisition of
Prodac will substantially expand the geographic scope of the Company's
operations and establish the Company as an industry leader in Europe. In
addition, the Company expects the acquisition to enhance its ability to pursue
contracts with leading hotels and hotel chains in Europe. As of September 30,
1996, Prodac served 242 hotels with 43,657 installed rooms, the majority of
which were located in Germany, and had 10,316 rooms in backlog. Scheduled
broadcast equipment represents approximately 87% of Prodac's installations and
70% of its backlog, the balance of installations and backlog represents
installations and backlog of Prodac's Videoquest on-demand system.     
   
  Pursuant to the Acquisition Agreement, following the closings of the
Offerings, the Company will pay the shareholders of Prodac an aggregate
consideration of approximately $16.4 million, consisting of approximately $13.1
million in cash (plus interest at the rate of 6% per annum from November 6,
1996 through the date of the payment of the acquisition consideration) and
shares of MagiNet Common Stock with an aggregate value of approximately $3.3
million (based on a 10% discount to the initial public offering price). The
shareholders of Prodac are also entitled to a distribution of approximately
$393,000 to be paid from Prodac's retained earnings, calculated in accordance
with German generally accepted accounting principles ("German GAAP"). If the
closing of the Offerings occurs after December 31, 1996, such shareholders
shall be entitled to any additional retained earnings, calculated in accordance
with German GAAP, in excess of such $393,000. In addition, the Company will pay
up to an aggregate of approximately $9.8 million in cash and MagiNet Common
Stock contingent upon Prodac achieving certain financial targets in fiscal
1997, 1998 and 1999. The cash portion of the acquisition consideration will be
paid in Deutsche Marks out of the net proceeds of the Offerings based on the
applicable exchange rate on the Frankfurt am Main exchange on the closing date
of the Offerings. Any increase in the value of the Deutsche Mark relative to
the U.S. Dollar will increase the portion of the net proceeds of the Offerings
used in connection with the Prodac acquisition and will result in the Company's
issuing a greater number of shares of MagiNet Common Stock to the shareholders
of Prodac. See "Use of Proceeds," "Dilution," "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Acquisition of Prodac."     
 
                                       4
<PAGE>
 
                                 THE OFFERINGS
 
<TABLE>   
<S>                                 <C>
Common Stock initially offered in:
 The U.S. Offering.................  4,400,000 shares
 The International Offering........  1,100,000 shares
  Total Common Stock offered.......  5,500,000 shares
Common Stock to be outstanding      19,288,931 shares(1)
 after the Offerings...............
Use of proceeds.................... System installations, the cash portion of
                                    the purchase price for the acquisition of
                                    Prodac, working capital and general
                                    corporate purposes. See "Use of Proceeds."
Nasdaq National Market symbol...... MGNT
</TABLE>    
 
                 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
 
<TABLE>   
<CAPTION>
                                                                       NINE MONTHS ENDED
                              YEAR ENDED DECEMBER 31,                    SEPTEMBER 30,
                         ---------------------------------------   ------------------------------
                                                   1995                             1996
                                             -------------------              -------------------
                                                          PRO                              PRO
                          1993      1994      ACTUAL    FORMA(2)     1995      ACTUAL    FORMA(3)
                         -------   -------   --------   --------   --------   --------   --------
                               (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S>                      <C>       <C>       <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENT
 OF OPERATIONS DATA:
 Revenue................ $   395   $ 2,342   $  8,689   $ 19,254   $  5,655   $ 12,048   $ 23,941
 Direct costs...........     294     1,156      3,731      9,903      2,586      6,232     11,792
 Depreciation and
  amortization..........     171       957      3,682      9,936      2,564      4,747      9,366
 Operations expenses,
  selling, general and
  administrative........   1,961     7,170     11,528     14,417      7,808      8,455     11,200
 Research and
  development...........   1,320       856      1,247      1,247        890      1,599      1,599
                         -------   -------   --------   --------   --------   --------   --------
 Operating loss.........  (3,351)   (7,797)   (11,499)   (16,249)    (8,193)    (8,985)   (10,016)
 Interest expense, net..     (28)     (253)      (991)    (2,355)      (379)    (2,083)    (3,758)
                         -------   -------   --------   --------   --------   --------   --------
 Loss before income
  taxes and minority
  interest in net losses
  of consolidated
  subsidiaries..........  (3,379)   (8,050)   (12,490)   (18,604)    (8,572)   (11,068)   (13,774)
 Provision for income
  taxes ................     --        --        (554)      (680)      (423)      (681)    (1,123)
 Minority interest in
  net losses of
  consolidated
  subsidiaries..........     --        124        248        248        204        215        215
                         -------   -------   --------   --------   --------   --------   --------
 Net loss............... $(3,379)  $(7,926)  $(12,796)  $(19,036)  $ (8,791)  $(11,534)  $(14,682)
                         =======   =======   ========   ========   ========   ========   ========
 Pro forma net loss per
  share(4)..............                     $  (1.03)  $  (1.50)             $  (0.93)  $  (1.16)
                                             ========   ========              ========   ========
 Shares used in
  computation of pro
  forma net loss per
  share(4)..............                       12,392     12,672                12,407     12,687
CONSOLIDATED STATEMENT
 OF CASH FLOWS DATA(5):
 Net cash used in
  operating activities.. $(1,753)  $(6,137)  $ (7,619)             $ (6,680)  $ (9,510)
 Net cash used in
  investing activities..  (3,091)   (9,361)   (14,897)              (10,967)   (16,451)
 Net cash provided by
  financing activities..   5,082    25,715     30,656                23,034     14,540
OTHER DATA:
 EBITDA (In
  thousands)(6)......... $(3,180)  $(6,840)  $ (7,817)  $ (6,313)  $ (5,629)  $ (4,238)  $   (650)
 EBITDA margin..........    (805)%    (292)%      (90)%      (33)%     (100)%      (35)%       (3)%
 New rooms installed....   2,087    10,929     26,106     37,702     18,075     20,407     33,054
 Total rooms served(7)..   2,087    13,016     39,122     70,132     31,091     59,529    103,186
 Rooms in backlog(8)....     --     10,941     12,194                15,156     16,783     27,099
 Average monthly gross
  video revenue per
  room(5)...............     --    $ 32.39   $  29.18              $  28.74   $  28.84
</TABLE>    
 
<TABLE>   
<CAPTION>
                                                  SEPTEMBER 30, 1996
                                        ---------------------------------------
                                         ACTUAL    PRO FORMA(9) AS ADJUSTED(10)
                                        ---------  ------------ ---------------
                                                    (IN THOUSANDS)
<S>                                     <C>        <C>          <C>
CONSOLIDATED BALANCE SHEET DATA:
 Cash, cash equivalents and short-term
  investments.......................... $   7,251    $ 1,278        $66,373
 Working capital (deficit).............     4,857    (15,879)        49,216
 Total assets..........................    49,484     74,424        139,519
 Long-term debt........................    25,829     40,142         40,142
 Accumulated deficit...................   (37,008)   (49,208)       (49,208)
 Total stockholders' equity............    15,969      7,069         72,164
</TABLE>    
 
                                       5
<PAGE>
 
- --------
   
(1) Based on shares outstanding as of September 30, 1996. Excludes as of
    September 30, 1996, an aggregate of 1,702,080 shares of Common Stock
    issuable upon exercise of options outstanding under the Company's 1992 Key
    Personnel Stock Option Plan and 1992 Stock Option Plan at a weighted
    average exercise price of $2.17. Also excludes as of September 30, 1996 an
    additional 2,318,728 shares reserved for future issuance under the 1992 Key
    Personnel Stock Option Plan, the 1996 Director Stock Option Plan and the
    1996 Employee Stock Purchase Plan. Includes 280,230 shares of Common Stock
    to be issued in connection with the Company's acquisition of Prodac within
    10 business days after the closing of the Offerings. See "Management--Stock
    Plans," "Acquisition of Prodac" and Note 5 of Notes to Consolidated
    Financial Statements.     
   
(2) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    January 1, 1995. See "Acquisition of Prodac," the Unaudited Pro Forma
    Combined Condensed Financial Statements and Note 8 of Notes to Consolidated
    Financial Statements.     
   
(3) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    January 1, 1996. See "Acquisition of Prodac," the Unaudited Pro Forma
    Combined Condensed Financial Statements and Note 8 of Notes to Consolidated
    Financial Statements.     
   
(4) See Note 1 of Notes to Consolidated Financial Statements for a discussion
    of the computation of net loss per share.     
   
(5) Data not available on a pro forma basis.     
   
(6) Indicates earnings (loss) before interest expense, income taxes,
    depreciation and amortization, and minority interest in net losses of
    consolidated subsidiaries and is not intended to represent an alternative
    to net income (as determined in accordance with generally accepted
    accounting principles) as a measure of performance. Management of the
    Company believes that EBITDA provides an additional perspective on the
    Company's operating results and its ability to service its long-term debt
    and fund its operations. The primary differences between EBITDA and net
    cash used in operating activities are that net cash used in operating
    activities includes interest expense, income tax expense and changes in
    operating assets and liabilities, which items are excluded from EBITDA. See
    "Consolidated Statements of Cash Flows."     
   
(7) Includes all rooms installed with Company-owned systems, except for pro
    forma total rooms served, which also includes Prodac systems. A charge
    relating to the acquisition of in-process technology of approximately $12.2
    million is included in the pro forma balance sheet as a charge to retained
    earnings. The Company expects to record this change in its financial
    results during the three month period ended December 31, 1996.     
   
(8) Data not available on a pro-forma basis for the year ended December 31,
    1995.     
   
(9) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    September 30, 1996.     
   
(10) Adjusted to reflect the net proceeds of the sale of Common Stock offered
     by the Company hereby at an assumed initial public offering price of
     $13.00 per share and the application thereof. See "Use of Proceeds."     
 
                                ----------------
   
  Except as set forth in the Consolidated Financial Statements or otherwise
indicated herein, all information in this Prospectus (i) reflects the
reincorporation of the Company into Delaware which will be effected prior to
the effectiveness of the registration statement covering the Offerings, (ii)
reflects the conversion of all the Company's outstanding shares of Preferred
Stock into 10,908,878 shares of Common Stock, which will occur automatically
upon the closing of the Offerings, (iii) reflects the filing, upon the closing
of the Offerings, of the Company's Restated Certificate of Incorporation
authorizing 5,000,000 shares of undesignated Preferred Stock, (iv) assumes the
net exercise of warrants to acquire up to an aggregate maximum of 3,704,840
shares of Common Stock and Preferred Stock for 2,091,951 shares of Common Stock
in connection with the Offerings at an assumed fair market value of $13.00 per
share, (v) assumes the approval by the Company's Board of Directors of the
acquisition of Prodac and the issuance of 280,230 shares of Common Stock in
connection with such acquisition and (vi) assumes that the U.S. Underwriters'
and International Managers' over-allotment options are not exercised. See
"Description of Capital Stock," "Underwriting," "Acquisition of Prodac" and
Note 5 of Notes to Consolidated Financial Statements. For purposes of
calculating the U.S. Dollar cash consideration and number of shares issuable
pursuant to the Acquisition Agreement in connection with the Prodac
acquisition, an assumed exchange rate of DM 1.525 per U.S. Dollar, representing
the closing price in New York trading on September 30, 1996, and an assumed
initial public offering price of $13.00 per share less a ten percent discount
have been used throughout this Prospectus. The exchange rate determined on the
Frankfurt am Main Exchange on the date of the closing of the Offerings will be
used to determine the actual number of shares initially issued in connection
with the Prodac acquisition. See "Dilution" and "Acquisition of Prodac."     
 
                                ----------------
   
  MagiNet and iLook are trademarks of the Company. Prodac and Videoquest are
registered in Germany as trademarks of Prodac. This Prospectus also contains
trademarks and tradenames of other companies.     
 
                                       6
<PAGE>
 
                                 RISK FACTORS
 
  This Prospectus contains forward-looking statements relating to future
events or the future financial performance of the Company, which involve risks
and uncertainties. The Company's actual results and the timing of certain
events could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth in the
following risk factors and elsewhere in this Prospectus. In addition to the
other information contained in this Prospectus, the following factors should
be carefully considered in evaluating the Company and its business before
purchasing the Common Stock offered hereby.
 
DEPENDENCE ON HOTEL INDUSTRY AND GUEST VIEWING PATTERNS
   
  MagiNet's business is closely linked to the performance of the hotel
industry in the Company's targeted geographic markets. A decline in hotel
occupancy from current levels or changes in the mix of hotel business and
leisure guests as a result of general business, economic, seasonal or other
factors could have a material adverse effect on the Company's business,
financial condition and results of operations. MagiNet's performance is also
dependent on the frequency with which hotel guests purchase its services ("buy
rates"). Buy rates are subject to a variety of factors, including censorship
of adult theme movies, pricing of the movies, availability of popular titles,
general guest preferences and general economic conditions. MagiNet's
performance is also dependent on the relative buy rates of major motion
pictures to adult theme movies. For major motion pictures, the Company
generally pays ongoing licensing royalties equal to a percentage of the film's
gross revenue to the Company. For most adult theme movies, from which the
Company currently derives a majority of its revenue, the Company generally
pays either a comparatively small one-time fee or small flat-rate fee based on
the number of rooms served. As a result, a shift in viewing patterns away from
these movies, or any limitation imposed on the offering of such movies
(including censorship by governmental authorities, unavailability of titles,
or restrictions imposed by customer hotels), would adversely affect the
Company's business, financial condition and results of operations. For
example, the Company has experienced significantly lower buy rates in censored
markets than in uncensored markets. The imposition of censorship of adult
theme movies in currently uncensored markets where the Company has
installations would have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the imposition of
censorship in target markets of the Company could deter the Company from
entering those markets. Free-to-guest services such as HBO and other cable
stations compete directly with the Company's services. Such alternative
viewing choices available to hotel guests may reduce the buy rate in the rooms
installed with MagiNet's systems. Any change in guest viewing patterns that
reduces the buy rate of the Company's services could have a material adverse
effect on the Company's business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."     
   
ACQUISITION OF PRODAC     
   
  On November 6, 1996, MagiNet entered into the Acquisition Agreement to
acquire Prodac, which is one of the leading providers in Europe of video
entertainment and information systems to the hospitality industry. The Company
has no history of acquiring companies, and there can be no assurance that the
Company will be able to realize the anticipated benefits of the Prodac
acquisition, or that the Company can be successful in integrating the
operations and personnel of Prodac into its business, operating under the
agreements in effect between Prodac and others, incorporating the Prodac
products and any other acquired technologies and technologies under
development into its product lines, establishing and maintaining uniform
standards, controls, procedures and policies, avoiding the impairment of
relationships with employees and customers as a result of changes in
management, or overcoming other problems that may be encountered in connection
with the integration of Prodac. Prodac's employees have established a workers'
council, which represents the employees for purposes of negotiating certain
terms and conditions & employment. In addition, certain of Prodac's employees
are members of trade unions. Any future failure to reach agreements with its
employees or their representatives could result in a work stoppage at Prodac,
which could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, there can be no
assurance that, even if Prodac is successfully integrated into the Company,
the Company could successfully compete against Prodac's     
 
                                       7
<PAGE>
 
   
competitors, including EMI Group plc ("EMI"), Video Management Services, Inc.
("VMS") and Granada Group Plc ("Granada") in the European or other markets. In
October 1996, Prodac sold its United Kingdom operations to U.K. Consumer
Electronics Limited ("UKCEL"), a division of Granada, and agreed to a non-
competition provision for three years in the United Kingdom and Ireland that
may be enforceable against both MagiNet and Prodac. This provision could
prevent the Company from expanding installations into the United Kingdom and
Ireland. The Company may be obligated under a contract with Hyatt
International (Europe, Africa and Middle East) Ltd. to install rooms in the
United Kingdom using the Company's licensed Guestserve technology, which could
conflict with the non-competition provision of the UKCEL agreement. Any
resulting breach of either the Company's agreement with Hyatt or the non-
competition provision of the UKCEL agreement could have a material adverse
effect on the Company's business, financial condition and results of
operations. The Company is obligated to pay within 10 days after the closing
of the Offerings DM 20 million for the cash portion of the consideration for
the acquisition of Prodac (plus interest at the rate of six percent per annum
from November 6, 1996 through the date of payment of the acquisition
consideration) and to issue shares of MagiNet Common Stock with an aggregate
value of DM 5 million based on a 10% discount to the initial public offering
price. The Acquisition Agreement also provides that the shareholders of Prodac
will be entitled to a cash distribution of DM 600,000 (approximately $393,000)
from the retained earnings of Prodac, calculated based on generally accepted
accounting principles in Germany ("German GAAP"). In addition, in the event
the Offerings have not closed on or prior to December 31, 1996, Prodac's
shareholders will be entitled to receive an additional cash payment equal to
all retained earnings in excess of DM 600,000, calculated under German GAAP,
as of December 31, 1996. As of September 30, 1996, Prodac's retained earnings,
calculated on a German GAAP basis, totalled approximately DM 2,000,000
(approximately $1,300,000), which will be adjusted for the quarter ending
December 31, 1996. The cash consideration payable in connection with the
acquisition of Prodac, including the potential distributions from retained
earnings, is payable in Deutsche Marks and any increase in value of the
Deutsche Mark relative to the U.S. Dollar would increase the portion of the
net proceeds of the Offerings used in connection with the acquisition of
Prodac as well as the number of shares of MagiNet Common Stock to be issued to
Prodac's shareholders. See "Acquisition of Prodac."     
       
HISTORY OF LOSSES; FUTURE CAPITAL NEEDS; ANTICIPATED FUTURE LOSSES
   
  MagiNet has recorded cumulative net losses of approximately $37,008,000
since its inception, including a loss of approximately $11,534,000 for the
nine months ended September 30, 1996. Prodac has recorded cumulative net
losses, calculated based on generally accepted accounting principles in the
United States, of approximately $5,113,000 since its inception, including a
loss of approximately $1,219,000 for the nine months ended September 30, 1996.
The Company's business requires substantial investment on a continuing basis
for the installation of the Company's systems in additional hotel rooms and
the upgrading of existing installations. Capital expenditures expected to be
incurred by the Company will likely exceed cash flows from its operating
activities for the foreseeable future. The Company intends to use the net
proceeds of the Offerings and may use other secured and/or unsecured
borrowings to pay the cash portion of the consideration for the acquisition of
Prodac and to expand its installed base of rooms and support its projected
growth. If the Company cannot obtain sufficient funds to support installations
of rooms, the Company may have to reduce the rate of room installations, which
could have a material adverse effect on the Company's business, financial
condition and results of operations. Whether or when the Company can achieve
cash flow levels from operations sufficient to support its projected growth
cannot be accurately predicted, and unless and until such cash flow levels are
achieved, the Company may require additional borrowings or the sale of
additional equity securities, or some combination thereof. There can be no
assurance that the Company will be able to borrow additional amounts or sell
additional equity on terms acceptable to the Company, or at all. See "Selected
Consolidated Financial and Other Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."     
       
RELIANCE ON NEW HOTEL CONTRACTS AND INSTALLATIONS
   
  The Company's future growth will depend principally on its ability to obtain
contracts with new hotels and to install systems in such hotels in a timely
manner. The timing of obtaining new contracts is dependent upon the level of
competition in a particular market, the length of the negotiating process with
each individual hotel     
 
                                       8
<PAGE>
 
   
and the amount of the Company's local personnel resources allocated to
obtaining contracts as opposed to servicing existing hotel customers. To the
extent new contracts are not obtained in future periods at the rate
anticipated by the Company, there could be a significant shortfall in the
Company's anticipated growth in installed rooms. The timing of system
installations has historically been reasonably predictable after a contract
has been executed, although, for certain prior installations, technical and
other issues have delayed installations in specific hotels. Under MagiNet's
master hotel contracts, MagiNet must install the interactive video
entertainment and information system specified in the contract with the hotel
chain. Pursuant to its hotel contracts, Prodac is required to install its
scheduled broadcast or on-demand video systems. The inability to provide the
particular system specified, including the inability of Prodac to manufacture
sufficient quantities of its systems, could delay installations of such
systems in the individual hotels within such chain, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. The inability of the Company to obtain new contracts,
to manufacture sufficient quantities of its systems or to install systems at
the rate it currently anticipates for these or other reasons could have a
material adverse effect on the Company's results of operations.     
   
  MagiNet historically has obtained contracts and installed systems in large
city-center hotel properties, primarily in Asia. With the acquisition of
Prodac, the Company will be seeking to consistently obtain contracts and
install systems in Europe. Many hotel properties in Europe are installed with
either free-to-guest or scheduled broadcast systems, and European hotels tend
to be smaller and older than the business and resort hotels in Asia in which
the Company has historically installed its systems. Obtaining contracts and
installing systems in Europe may require significant additional capital and
personnel resources, which could have a material adverse effect on the
Company's results of operations. The inability of the Company to obtain new
contracts and install systems in Europe at the rate they currently anticipate
for these or other reasons could have a material adverse effect on the
Company's results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business--Installed Base and
Backlog" and "Acquisition of Prodac."     
 
FLUCTUATIONS IN OPERATING RESULTS
   
  The Company's operating results have historically been, and will continue to
be, subject to quarterly and annual fluctuations due to a variety of factors,
including the time required to obtain new contracts and install systems;
timely introduction, enhancement and market acceptance of new services;
changes in the pricing policies by the Company or its competitors; increased
competition; the gain or loss of contracts with hotels or hotel chains; the
introduction of new products, product enhancements or new services by
competitors; currency fluctuations and other uncertainties related to
operating in multiple jurisdictions; hotel occupancy; buy rates; availability
of programming and the ability to anticipate changing hotel or guest
preferences. A large portion of MagiNet's installations are in tropical
climates where occupancies are generally higher in the first and fourth
quarters of the year, and buy rates are typically lower in the third quarter
of each year. As a consequence, revenue per room is generally lowest in the
third quarter. There can be no assurance that new contracts can be obtained in
a timely manner, or at all, or that systems can be installed in a timely
manner after contracts are obtained. The Company's operating results will also
be affected by seasonality in the markets in which Prodac is operating, the
timing of orders from UKCEL and shipments to UKCEL of Prodac systems, the
ability of Prodac to manufacture its systems, general economic and other
conditions affecting the timing of contracts and installations, capital
spending, and order cancellations or rescheduling. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
    
SUBSTANTIAL FIXED COMMITMENTS
   
  Funds generated by MagiNet's and Prodac's existing operations are not
sufficient to enable the Company to meet its debt service obligations on the
Senior Secured Notes due 2000 (the "Notes") and Prodac's obligations under
lease financing arrangements for Prodac systems, together with other fixed
charges. Net proceeds from the Offerings will be used by the Company primarily
to pay the cash portion of the consideration for the acquisition of Prodac and
to install new systems. If sufficient revenue is not generated from these
installations, the Company's ability to make necessary payments with respect
to the Notes would be impaired, and the Company's     
 
                                       9
<PAGE>
 
   
ability to service the Notes would then depend upon the Company's ability to
secure additional funds from other sources. There can be no assurance that the
Company will be able to obtain such additional funds on favorable terms, if at
all. Further, the instruments governing the Company's debt obligations contain
financial and other covenants, and no assurance can be given that the Company
will comply with such covenants. During 1996, the Company failed to comply
with certain financial covenants and obtained from the holders of the Notes
amendments of the covenants in exchange for the Company issuing additional
warrants to the holders of the Notes. Failure of the Company to comply with
the covenants, or in the event of non-compliance, to obtain an amendment of
the covenants, could result in acceleration of the maturity of the Company's
borrowings, which would have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's debt
obligations will be subject to acceleration in the event that the Company does
not meet its principal and interest payments or comply with its covenants. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."     
   
IMPORTANCE OF POTENTIAL NEW SOURCES OF REVENUE; COMPATIBILITY     
   
  MagiNet's strategy includes developing new applications and markets for its
interactive entertainment and information systems. This strategy presents the
risks inherent in assessing the value of development opportunities and
committing capital to unproven markets. The Company expects that its future
performance will be dependent on usage of additional services such as in-room
casino-style gaming and advertising provided over the Company's systems to
hotel guests. New services may require the Company to devote resources to
software or other development to enable the new services to be provided over
the Company's systems. There can be no assurance that the Company's new
products or any products being developed by Prodac or MagiNet will generate
additional revenue or earnings for the Company or that the Company will
successfully penetrate these additional markets. In addition, any new services
provided by the Company could induce guests to change their viewing patterns
away from an existing service of the Company and toward a new service
resulting in either no additional revenue or decreased actual revenue from the
installed base of rooms, depending upon the pricing of the new services and
the change in guest viewing patterns that may result. MagiNet will devote
resources to developing such services through licensing agreements and other
arrangements and marketing such services to hotels and to hotel guests. The
Company's ability to provide in-room casino-style gaming is dependent upon
obtaining the necessary licenses, approvals, findings of suitability and
product approvals in all jurisdictions in which it intends to provide this
service. The licensing and approval processes can involve significant
expenditures of time and resources by the Company. There can be no assurance
such approvals will be obtained. In addition, to the extent that new services
introduced by MagiNet are not attractive to hotels and hotel guests, that
hotel guests do not utilize such services to the extent necessary to generate
a sufficient return on the Company's development and marketing expenditures or
that governmental regulation prohibits the provision of these services, the
Company's business, financial condition and results of operations would be
adversely affected.     
   
  The Company holds an exclusive license to provide an on-demand interactive
video system developed by On Command Video Corporation ("OCV") to certain
countries outside North America and a license to provide an on-demand
interactive video system developed by Guestserve Development Group
("Guestserve") to all countries outside North America. The Company's OCV and
Guestserve-based systems are not compatible with Prodac's scheduled broadcast
or on-demand systems. Accordingly, additional development resources will be
required to provide either the Company's existing or new products over
Prodac's systems.     
 
EXPANSION OF BUSINESS THROUGH ACQUISITIONS
   
  Part of MagiNet's business strategy is to pursue additional acquisitions
that will complement its existing business. The Company has had preliminary
discussions with, or has evaluated the potential acquisition of, several
companies in addition to Prodac. Although no transaction other than Prodac is
being considered at this time, the Company is unable to predict whether or
when any prospective acquisition candidates will become available or the
likelihood of a material transaction being completed should any negotiations
commence. There can be no assurance that any additional acquisitions will
occur, that the Company can be successful in integrating     
 
                                      10
<PAGE>
 
   
the operations and personnel of any acquired entity into the Company's
business, incorporating any acquired product lines into the Company's
business, establishing and maintaining uniform standards, controls, procedures
and policies, avoiding the impairment of relationships with employees and
management as a result of changes in management, or overcoming other problems
that may be encountered in connection with the integration of acquired
businesses. To the extent MagiNet proceeds with an additional transaction, and
if such transaction is relatively large and consideration is in the form of
cash, a substantial portion of the Company's available cash, including the net
proceeds of the Offerings, could be used to consummate any such acquisition.
The Company may also seek to finance any such acquisition through issuances of
equity or debt financings, which could be dilutive to, or have an adverse
impact on, the Company's earnings. There can be no assurance that any such
financings will be available on acceptable terms or at all.     
 
SYSTEM RELIABILITY
   
  MagiNet has experienced and continues to experience problems with certain
equipment, including converters and remote control units. MagiNet has replaced
equipment at some hotels to correct problems that affected the delivery of the
Company's services to the hotel guests. It is possible that the Company's
systems, including Prodac's systems, may be found to be unreliable after
installation at a hotel or hotels. Such occurrences could result in the
Company devoting substantial resources to maintenance services for the
systems, and could result in a substantial number of installed rooms not
having the Company's services available for an extended period of time.
Because a substantial majority of the Company's revenue is derived from video
equipment installations, system unreliability could result in reduced revenue
for the Company and dissatisfaction among hotels because of reduced commission
revenue to the hotel and disruption of certain hotel operations, any of which
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business--
Manufacturing."     
 
DEPENDENCE ON LOCAL PARTNERS; INTERNATIONAL BUSINESS
   
  All of MagiNet's and Prodac's revenue is generated outside of the United
States, subjecting the Company to a variety of risks that, individually or in
the aggregate, may adversely affect the Company's business, financial
prospects and results of operations. These risks include changes in political
and economic conditions; the availability and reliability of local independent
contractors for installation and maintenance services; differing legal and
business practices, particularly in regard to interpretation and
enforceability of contracts; changes in taxes, tariffs, freight rates and
foreign exchange regulations; foreign currency fluctuations; censorship by
governmental authorities or restrictions imposed by hotels and changes in the
regulatory environment relating to the telecommunications and media industries
in any of the Company's target markets. MagiNet and Prodac have each entered
into joint ventures or similar arrangements in certain of its markets with
local businesses and individuals believed by MagiNet or Prodac to be familiar
with local laws, customs and practices and to be otherwise advantageous to the
Company's business prospects in that market. The Company believes that its
success in penetrating markets for its products depends in large part on its
ability to maintain these relationships, to cultivate additional relationships
and to cultivate alternative relationships if distribution channels change.
Despite these efforts, there can be no assurance that the Company will be
successful in avoiding or minimizing such risks or that such arrangements, if
successful, will continue to provide significant benefits to the Company and
will not expose the Company to potential liability as a consequence of actions
taken by the Company's local joint venture partners.     
   
  Most of the revenue of MagiNet and Prodac is denominated in foreign
currencies. The Company has not historically attempted to reduce the risk of
currency fluctuations by hedging except in certain limited circumstances. The
Company may attempt to reduce these risks by hedging in the future. Changes in
the exchange rates of foreign currencies or exchange controls may adversely
affect the Company's results of operations. There can be no assurance that the
Company's current or any future currency exchange strategy will be successful
in avoiding exchange related losses or that any of the factors listed above
will not have a material adverse effect on the Company's future international
revenue and, consequently, on the Company's business,     
 
                                      11
<PAGE>
 
financial condition and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
 
DEPENDENCE UPON SUPPLIERS; SOLE SOURCES OF SUPPLY
 
  MagiNet currently subcontracts the manufacture of its systems, including
head-ends, converters and remote controls. The Company's remote controls for
the OCV-based systems are manufactured by one company in Hong Kong, the remote
controls for the Guestserve-based systems are manufactured by one company in
China and the Company's converters are manufactured by three companies, one in
each of Taiwan, Japan and Singapore. The OCV-based head-ends are currently
available solely from OCV, and the Guestserve-based head-ends are available
solely from Guestserve. OCV is a majority-owned subsidiary of Ascent
Entertainment Group, Inc., which has recently acquired the assets of
SpectraVision, Inc. ("SpectraVision"), a competitor of the Company in the
Pacific Rim. MagiNet believes that similar contract manufacturing can be
obtained from other vendors, including those located in the Pacific Rim,
although no assurance can be given that such manufacturing resources will
continue to be available on reasonable terms, or at all. The Company will
pursue such alternative manufacturing arrangements when and if it appears
likely that significant cost savings or quality improvements can be achieved.
At present, the Company has no plans for alternative sourcing of the system or
major system sub-assemblies.
   
  Prodac manufactures its scheduled broadcast and on-demand systems at its
manufacturing facility in Cologne, Germany. The manufacturing process involves
the integration of Prodac-produced components with commercially-sourced parts
such as modulators, video players, racks and wiring. Certain of these
components are currently available from single or limited supply sources.
Although Prodac has not experienced any difficulty obtaining such components
to date, there can be no assurance that Prodac will not face shortages of one
or more necessary components in the future. Any failure to obtain components
on a timely basis could have a material adverse effect on the Company's
business, financial condition and results of operations. Prodac also relies on
Philips N.V. ("Philips") to produce televisions incorporating the Prodac
television control module ("TCM"). The arrangement with Philips is the only
arrangement Prodac has established for the production of the TCM-equipped
televisions that Prodac installs in hotels. Any disruption of the supply of
components for the TCMs or disruption in Philips' manufacturing process could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Acquisition of Prodac."     
 
  The Company has experienced delays in receiving converters for installations
planned for the Guestserve-based systems, and these delays caused an
approximately three to four month delay in installing certain hotels. Delays
in receiving products could delay a large number of planned room
installations. There can be no assurance that the Company will not face such
difficulties or delays in the future. An inability of the Company to obtain
sole-sourced or other components in a timely manner could significantly delay
installations of systems, which could have a material adverse effect on the
Company's business, financial condition and results of operations. In
addition, any increase in cost to manufacture the system components from
existing or alternative sources could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Manufacturing."
 
DEPENDENCE ON KEY PERSONNEL
   
  The Company's success depends upon the continued contributions of certain
senior corporate managers and key employees, including those of Prodac, the
loss of whose services could have a material adverse effect on the Company.
The Company also depends on its continued ability to attract and retain other
highly skilled and qualified personnel, and there can be no assurance that the
Company will be successful in attracting and retaining such personnel. See
"Management."     
 
COMPETITION
 
  MagiNet competes with a number of companies, including SpectraVision,
Movielink Corporation Limited ("Movielink") and LodgeNet Entertainment
Corporation ("LodgeNet"), that specialize in providing in-room
 
                                      12
<PAGE>
 
video services. Certain of these competitors have greater financial,
technical, sales and marketing resources to devote to the development,
promotion and sale of their products, and may have longer operating histories,
greater name recognition, and greater market acceptance for their products and
services compared to those of the Company. SpectraVision was one of the
earliest entrants into the hotel entertainment market, and has developed its
GuestChoice technology, which allows guests to choose movies to watch on
demand. Movielink, a privately-held Australian company, represents the
Company's primary competition in the Pacific Rim. Movielink, which recently
introduced an on-demand system, has a large base of free-to-guest systems in
Australia and in Singapore and has a small number of installations in Hong
Kong and Thailand. Although LodgeNet markets its systems primarily in the
United States, LodgeNet has recently entered certain of the Company's markets.
   
  The Company also experiences separate competition in certain specific
countries. For example, in Japan certain large international corporations,
such as Toshiba Corporation, Pioneer Electronic Corp., Hitachi, Ltd., and
Matsushita Electric Industrial Co., Ltd., which supply the Japanese
hospitality industry with master antenna television systems, sometimes offer a
scheduled broadcast, pay-per-view movie capability. In addition, Gosoh, Ltd.
competes in Hong Kong with a scheduled broadcast, pay-per-view system. In
Europe, the Company faces competition from EMI, VMS and Granada, and Granada
has a supply agreement with Prodac pursuant to which Prodac must supply
Granada with Prodac's on-demand systems. The Company may be precluded from
competing in the United Kingdom and Ireland by a non-competition provision in
an asset sale agreement executed by Prodac in connection with Prodac's sale of
its U.K. operations to UKCEL, a division of Granada.     
 
  The Company could also face competition in the future from existing and
emerging cable, direct broadcast satellite and other communications companies
providing entertainment and other in-room services to hotels and hotel guests.
Certain of these potential competitors have greater financial, managerial and
marketing resources than the Company. There can be no assurance that the
Company will continue its current level of success in obtaining new contracts
with hotels or that the Company will be able to retain contracts with the
hotels it serves when those contracts expire. The loss of one or more of its
major hotel chains could have a material adverse impact on the Company's
business, financial condition and results of operations. As competition
increases, the Company anticipates that system life cycles may shorten and
hotel commissions may increase resulting in reduced operating margins for the
Company.
 
  The Company's ability to compete successfully depends on many factors,
including the success of competitors' systems and services, the ability to
interface directly with hotel property management systems, the ability to
provide appropriate programming for an international audience, obtaining
leading hotel contracts and name recognition among hotels, the quality of its
programming and services, the reliability of its systems, general economic
conditions and protection of Company and third-party licensor products by
effective utilization of intellectual property laws. In particular,
competitive pressures from existing or new competitors who offer lower prices
or other incentives or introduce new systems could result in price reductions
which would adversely affect the Company's profitability. There can be no
assurance that the Company's current or other new competitors will not develop
enhancements to, or future generations of, competitive systems and services
that offer superior price or performance features, that the Company will be
able to compete successfully in the future or that the Company will not be
required to incur substantial additional investment costs in connection with
its development, marketing and customer service efforts in order to meet any
competitive threat. The Company expects competition in its markets to
intensify. See "Business--Competition."
 
RISK OF OBSOLESCENCE
 
  The markets for MagiNet's systems and services are characterized by changing
technologies, varying customer requirements in different markets, significant
new system designs, frequent new service introductions and changes in customer
requirements. The Company believes that its future success will depend upon
its ability to license technology on commercially acceptable terms and market
services that meet changing user needs, to continue to enhance its systems and
services and to develop and introduce in a timely manner new systems and
services that take advantage of technological advances, keep pace with
emerging industry standards and address the increasingly sophisticated needs
of its customers. There can be no assurance that the Company will be
 
                                      13
<PAGE>
 
successful in developing, licensing and marketing, on a timely basis, new
systems and services that respond to technological change or evolving industry
standards, that the Company will not experience difficulties that could delay
or prevent the successful installation and introduction of these systems or
services, or that any such enhancements will adequately meet the requirements
of the marketplace and achieve market acceptance. The Company's failure or
inability to license new technology, adapt its systems and services to
technological changes or to develop new products and services successfully
would have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, there can be no assurance
that the introduction or announcement of new systems and services by the
Company or one or more of its competitors will not cause hotels to defer
installation of systems or that the Company will successfully manage the
transition from older systems to new or enhanced systems in order to minimize
disruption in customer installations. Such deferment of installations or
inability to manage the transition of installations could have a material
adverse effect on the Company's business, financial condition and results of
operations.
       
TECHNOLOGY AND PROPRIETARY RIGHTS
   
  MagiNet's success and ability to compete is dependent in part upon its own
proprietary technology. The Company relies primarily on a combination of
patent, copyright and trademark laws, trade secrets, software security
measures, and nondisclosure agreements to protect its proprietary technology.
There can be no assurance, however, that such protection will be adequate to
deter misappropriation of or deter unauthorized third parties from copying
aspects of, or otherwise obtaining and using, the Company's proprietary
technology. Moreover, the Company licenses from OCV and Guestserve the right
to install and operate on-demand video systems incorporating proprietary
technology of such companies. If for any reason the Company's rights, under
its Guestserve or OCV license agreements or otherwise, were to be successfully
challenged by these or other companies, the Company's business, financial
condition and results of operations could be materially adversely affected. As
a result of the Company's acquisition of Prodac, the Company has obtained
Prodac's technologies and technologies under development, including digital
server technology related to Prodac's Videoquest product and Prodac's
television-enabled personal computer technology. The laws of some foreign
countries do not protect the Company's proprietary technology to the same
extent as do the laws of the United States. There can be no assurance that
third parties will not claim infringement by the Company with respect to
Prodac's or MagiNet's proprietary technology. The loss or the inability of the
Company to maintain any of the Company's licenses could result in delays or
reductions in system installations until equivalent technology could be
identified, tested, licensed, and integrated. Any such delays or reductions in
installations would materially adversely affect the Company's business
financial condition, and results of operations. Furthermore, there can be no
assurance that any confidentiality agreements between the Company and its
employees or any agreements with third parties will provide meaningful
protection for the Company's proprietary information or the technology
licensed from others in the event of any unauthorized use or disclosure of
such proprietary information. A substantial amount of the Company's sales are
in international markets, and the laws of the other countries may afford the
Company little or no effective protection of its intellectual property or the
intellectual property of its licensors.     
   
  While MagiNet believes that its products and trademarks do not infringe upon
the proprietary rights of third parties, there can be no assurance that the
Company will not receive future communication from third parties asserting
that the Company's products infringe, or may infringe, on the proprietary
rights of third parties. The Company's trademark registration of the name
"MagiNet" has been initially refused by the U.S. Patent and Trademark Office
as likely to be confused with "ImagiNet," a mark for which a prior application
was made, if "ImagiNet" is ultimately registered. The registration of ImagiNet
is being opposed by three parties. In addition, the right to use the name
"Prodac" in the United Kingdom was granted to UKCEL in connection with the
sale by Prodac of its operations in the United Kingdom. Any infringement
claims, with or without merit, could be time consuming, result in costly
litigation and diversion of technical and management personnel and require the
Company to develop non-infringing technology, enter into royalty or licensing
agreements or cease the marketing or use of certain products, any of which
could have a material adverse effect on the Company's business, financial
condition and results of operations. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all.
See "Business--Technology and Proprietary Rights."     
 
                                      14
<PAGE>
 
   
ENVIRONMENTAL REGULATION     
   
  Prodac's facility in Cologne, Germany serves as an administrative and
manufacturing facility and, as a result, may contain hazardous substances.
Prodac is subject to a variety of environmental regulations relating to the
use, storage, handling and disposal of certain hazardous substances used in
the manufacturing and assembly of its products. The Company believes that
Prodac is currently in compliance with all material environmental regulations
in connection with its manufacturing operations and that it has obtained all
necessary environmental permits to conduct its business. Any failure by Prodac
to comply with present or future regulations could subject the Company and/or
Prodac to the imposition of substantial fines, suspension of production,
alteration of manufacturing processes or cessation of operations, any of which
could have a material adverse effect on the Company's business, financial
condition and results of operations. Compliance with such regulations could
require Prodac and/or the Company to acquire expensive remediation equipment
or to incur substantial expenses. Any failure of Prodac to control the use,
disposal, removal or storage of, or to adequately restrict or discharge of, or
assist in the cleanup of hazardous or toxic substances, could subject the
Company to significant liabilities. The imposition of such liabilities could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Acquisition of Prodac."     
 
CONTROL BY CURRENT STOCKHOLDERS
   
  MagiNet's officers, directors and principal stockholders and their
affiliates, totaling 12 stockholders, will in the aggregate beneficially own
approximately 45.2% of the Company's outstanding shares of Common Stock after
the Offerings. As a result, these stockholders, acting together, would be able
to effectively control most matters requiring approval by the stockholders of
the Company, including the election of directors and any merger, consolidation
or sale of all the Company's assets. See "Principal Stockholders" and
"Description of Capital Stock."     
 
SHARES ELIGIBLE FOR FUTURE SALE
   
  Future sales of shares by existing stockholders could adversely affect the
prevailing market price of the Common Stock. Upon completion of the Offerings,
approximately 5,505,000 shares of Common Stock, including the 5,500,000 shares
offered hereby, will be eligible for immediate sale in the public market
without restriction. Beginning 90 days after the date of this Prospectus,
approximately 31,000 additional shares will become eligible for sale in the
public market pursuant to Rule 144 or Rule 701 under the Securities Act of
1933, as amended. Beginning 180 days after the date of this Prospectus,
approximately 9,409,000 additional shares subject to lock-up agreements will
become available for sale in the public market. Of the approximately 9,409,000
shares that will become available for sale in the public market beginning 180
days after the date of this Prospectus, approximately 7,411,000 shares will be
subject to certain volume limitations and other resale restrictions pursuant
to Rule 144. Thereafter, approximately 4,065,000 shares held by existing
stockholders will become eligible for sale at various times over a period of
less than two years and could be sold earlier if the holders exercise
registration rights. In addition, the shares of Common Stock to be issued in
connection with the acquisition of Prodac will be subject to certain
registration rights beginning one year after the closing of the Offerings. See
"Description of Capital Stock--Registration Rights," "Shares Eligible for
Future Sale" and "Underwriting."     
 
NO PRIOR PUBLIC MARKET
   
  Prior to the Offerings, there has been no public market for MagiNet's Common
Stock. There can be no assurance that an active trading market will develop
and continue upon the completion of the Offerings or that the market price of
the Common Stock will not decline below the initial public offering price. The
initial public offering price of the Common Stock will be determined by
negotiations between the Company and the Underwriters, in conformity with Rule
2720 of the Conduct Rules of the National Association of Securities Dealers,
Inc. As such, the initial public offering price is not necessarily related to
the Company's net worth or any other established criteria of value and may not
bear any relationship to the market price of the Common Stock following the
completion of the Offerings. See "Underwriting."     
 
                                      15
<PAGE>
 
MARKET VOLATILITY
 
  The market prices for securities of companies such as the Company have
historically been highly volatile. Announcements of technological innovations
or new products by the Company or its competitors, developments concerning
proprietary rights, including patents and litigation matters, and publicity
regarding actual or potential results with respect to products under
development by the Company or others may have a significant impact on the
market price of the Common Stock. Further, it is likely that in some future
quarters the Company's revenue or operating results will be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Common Stock would likely be materially adversely affected.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
 
ANTITAKEOVER PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND
DELAWARE LAW
 
  Certain provisions of MagiNet's Certificate of Incorporation and Bylaws may
have the effect of making it more difficult for a third party to acquire, or
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing
to pay in the future for shares of the Company's Common Stock. Certain of
these provisions eliminate the right of stockholders to act by written consent
without a meeting and specify procedures for director nominations by
stockholders and submission of other proposals for consideration at
stockholder meetings. In addition, the Company's Board of Directors has the
authority to issue up to 5,000,000 shares of Preferred Stock and to determine
the price, rights, preferences, privileges and restrictions of those shares
without any further vote or action by the stockholders. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any Preferred Stock that may be issued in the
future. The Company has no present plans to issue shares of Preferred Stock.
Certain provisions of Delaware law applicable to the Company could also delay
or make more difficult a merger, tender offer or proxy contest involving the
Company, including Section 203 of the Delaware General Corporation Law, which
prohibits a Delaware corporation from engaging in any business combination
with any interested stockholder for a period of three years unless certain
conditions are met. Additionally, the issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, may have the effect of delaying, deferring or
preventing a change in control of the Company, may discourage bids for the
Common Stock at a premium over the market price of the Common Stock and may
adversely affect the market price of and the voting and other rights of the
holders of the Common Stock. Such provisions could have the effect of
delaying, deferring or preventing a change in control of the Company,
including without limitation, discouraging a proxy contest or making more
difficult the acquisition of a substantial block of the Company's Common
Stock. These provisions could also limit the price that investors might be
willing to pay in the future for shares of the Company's Common Stock. See
"Description of Capital Stock--Preferred Stock," "--Antitakeover Effects of
Provisions of Certificate of Incorporation and Bylaws" and "--Effect of
Delaware Antitakeover Statute."
 
DILUTION
   
  Purchasers of the Common Stock offered hereby will experience immediate,
substantial dilution in the net tangible book value per share of the Common
Stock from the initial public offering price. The Company is obligated to
deliver to the shareholders of Prodac Common Stock of the Company worth DM 5
million at a discount of 10% to the initial public offering price in the
Offerings. The number of such shares to be issued in connection with the
acquisition of Prodac will depend on applicable exchange rates on the date of
the closing of the Offerings. Any increase in the value of the Deutsche Mark
relative to the U.S. Dollar would cause the Company to issue additional shares
of Common Stock, thereby resulting in additional dilution to existing
shareholders. See "Dilution" and "Acquisition of Prodac."     
 
                                      16
<PAGE>
 
                                USE OF PROCEEDS
   
  The net proceeds to the Company from the sale of the shares of Common Stock
in the Offerings are estimated to be approximately $65,095,000 (approximately
$75,069,250 if the U.S. Underwriters' and International Managers' over-
allotment options are exercised in full) assuming an initial public offering
price of $13.00 per share and after deducting the estimated underwriting
discounts and commissions and estimated offering expenses.     
   
  The Company currently anticipates that approximately $13.1 million of the
net proceeds of the Offerings will be used to pay the cash portion of the
consideration for the acquisition of Prodac. The cash consideration of DM 20
million (plus interest at the rate of 6% per annum from November 6, 1996
through the date of the payment of the acquisition consideration) is payable
in Deutsche Marks, however, and any increase in the value of the Deutsche Mark
relative to the U.S. Dollar would increase the portion of the net proceeds of
the Offerings used in connection with the Prodac acquisition. The balance of
the net proceeds of the Offering will be used for system installations by the
Company and Prodac, working capital and for general corporate purposes,
including the possible repayment of future indebtedness, if any. The Board of
Directors has broad discretion in determining how the net proceeds of the
Offerings will be applied. In the event opportunities arise, net proceeds of
the Offerings also may be used to acquire, in addition to Prodac, businesses,
technologies or products that complement MagiNet's business. However, the
Company is not currently in negotiations regarding any such acquisitions.
Although the Company believes the net proceeds of the Offerings, together with
its existing resources will be adequate to satisfy its capital needs until at
least December 1997, the timing and amount of spending of such capital
resources cannot be accurately determined at this time and will depend upon
several factors, including the availability of acquisition candidates,
installation costs, costs associated with penetrating new markets, competing
technological and market developments and market acceptance and demand for the
Company's products. See "Acquisition of Prodac" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."     
 
  Pending such uses, the Company intends to invest the net proceeds in short-
term, interest-bearing investment grade securities.
 
                                DIVIDEND POLICY
 
  The Company has never declared or paid cash dividends on its capital stock.
The Company currently expects to retain future earnings, if any, for use in
the operation and expansion of its business and does not anticipate paying any
cash dividends in the foreseeable future. A note agreement entered in
connection with the issuance of the Company's Senior Secured Notes due 2000
contains a restrictive covenant which limits the Company's ability to pay cash
dividends or make stock repurchases. See Note 3 of Notes to Consolidated
Financial Statements.
 
                                      17
<PAGE>
 
                                CAPITALIZATION
   
  The following table sets forth as of September 30, 1996 (a) the total
capitalization of the Company, (b) the pro forma total capitalization to
reflect (i) the reincorporation of the Company into Delaware, which will be
effected prior to the effectiveness of the registration statement covering the
Offerings, (ii) the conversion of all the Company's outstanding shares of
Preferred Stock into 10,908,878 shares of Common Stock, which will occur
automatically upon the closing of the Offerings, (iii) the filing, upon the
closing of the Offerings, of the Company's Restated Certificate of
Incorporation authorizing 5,000,000 shares of undesignated Preferred Stock and
45,000,000 shares of Common Stock and (iv) the net exercise of warrants to
acquire up to an aggregate maximum of 3,704,840 shares of Common Stock and
Preferred Stock into 2,091,951 shares of Common Stock in connection with the
Offerings, at an assumed fair market value of $13.00 per share, and (c) the
pro forma total capitalization adjusted to reflect (i) the sale by the Company
of 5,500,000 shares of Common Stock in the Offerings at an assumed offering
price of $13.00 per share and the application of the net proceeds therefrom
assuming that the U.S. Underwriters' and International Managers' over-
allotment options are not exercised, (ii) the assumed issuance of 280,230
shares of Common Stock in connection with the Company's acquisition of Prodac
and (iii) an increase in long-term debt of $14,313,000 and an increase of
$12,200,000 in accumulated deficit (decrease in total stockholders' equity)
due to the completion of the Prodac acquisition and the estimated related
charge for acquired in-process technology. See "Unaudited Pro Forma Condensed
Combined Financial Statements." The capitalization information set forth in
the table below is qualified by, and should be read in conjunction with, the
more detailed Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Prospectus.     
 
<TABLE>   
<CAPTION>
                                                      SEPTEMBER 30, 1996
                                                --------------------------------
                                                                      PRO FORMA
                                                 ACTUAL   PRO FORMA  AS ADJUSTED
                                                --------  ---------  -----------
                                                 (IN THOUSANDS, EXCEPT SHARE
                                                            DATA)
<S>                                             <C>       <C>        <C>
Long-term debt(1).............................. $ 25,829  $ 25,829    $ 40,142
Stockholders' equity:
 Preferred Stock, no par value; 12,121,788
  shares authorized, 10,908,878 shares issued
  and outstanding, actual; $.001 par value,
  5,000,000 shares authorized, no shares issued
  and outstanding, pro forma and pro forma as
  adjusted.....................................   53,241       --          --
 Common Stock, no par value; 20,000,000 shares
  authorized, 507,872 shares issued and
  outstanding, actual; $.001 par value, and
  45,000,000 shares authorized, pro forma and
  pro forma as adjusted, 13,508,701 and
  19,288,931 shares issued and outstanding, pro
  forma and pro forma as adjusted,
  respectively(2)..............................      286        14          19
 Additional paid in capital....................      --     53,614     122,004
 Warrants to purchase Common Stock.............      101       --          --
 Accumulated deficit...........................  (37,008)  (37,008)    (49,208)
 Cumulative translation adjustment.............     (651)     (651)       (651)
                                                --------  --------    --------
  Total stockholders' equity...................   15,969    15,969      72,164
                                                --------  --------    --------
  Total capitalization......................... $ 41,798  $ 41,798    $112,306
                                                ========  ========    ========
</TABLE>    
- --------
(1) See Note 3 of Notes to Consolidated Financial Statements.
   
(2) Excludes an aggregate of 1,702,080 shares of Common Stock issuable upon
    exercise of options outstanding under the Company's 1992 Key Personnel
    Stock Option Plan and 1992 Stock Option Plan as of September 30, 1996 at a
    weighted average exercise price of $2.17. Also excludes as of September
    30, 1996 an additional 2,318,728 shares reserved for future issuance under
    the 1992 Key Personnel Stock Option Plan, the 1992 Stock Option Plan, the
    1996 Director Stock Option Plan and the 1996 Employee Stock Purchase Plan.
    See "Management--Stock Plans" and Note 5 of Notes to Consolidated
    Financial Statements.     
 
                                      18
<PAGE>
 
                                   DILUTION
   
  The pro forma net tangible book value (deficit) of the Company as of
September 30, 1996, assuming the acquisition of Prodac on such date, was
approximately $(3,305,000) or $(0.24) per share of Common Stock. Pro forma net
tangible book value per share represents the Company's pro forma total
tangible assets less total liabilities, divided by the number of outstanding
shares of Common Stock then outstanding assuming (i) the conversion of all
then outstanding Preferred Stock into Common Stock and the net exercise of
certain warrants to acquire an aggregate of 3,704,840 shares of Common Stock
into 2,091,951 shares of Common Stock and Preferred Stock assuming, for
purposes of such net exercises, a fair market value of $13.00 per share of
Common Stock and (ii) the issuance of 280,230 shares of Common Stock in
connection with the Company's acquisition of Prodac. See "Unaudited Pro Forma
Condensed Combined Financial Statements." Dilution per share represents the
difference between the amount per share paid by investors in the Offerings and
the net tangible book value per share after the Offerings. After giving effect
to the sale of 5,500,000 shares in the Offerings (at an assumed initial public
offering price of $13.00 per share and after deducting the estimated
underwriting discounts and commissions and offering expenses payable by the
Company), the Company's pro forma net tangible book value as of September 30,
1996 would have been $61,790,000 or $3.20 per share of Common Stock. This
represents an immediate increase in pro forma net tangible book value of $3.44
per share to existing stockholders and an immediate dilution in pro forma net
tangible book value of $9.80 per share to new investors. The following table
illustrates this per share dilution:     
 
<TABLE>   
<S>                                                              <C>     <C>
Assumed initial public offering price per share.................         $13.00
  Pro forma net tangible book value (deficit) per share as of
   September 30, 1996........................................... $(0.24)
  Increase in pro forma net tangible book value per share
   attributable to new investors................................   3.44
                                                                 ------
Pro forma net tangible book value per share after offering......           3.20
                                                                         ------
Dilution per share to new investors.............................         $ 9.80
                                                                         ======
</TABLE>    
   
  The following table summarizes, on a pro forma basis as of September 30,
1996, the number of shares of Common Stock purchased from the Company,
including Common Stock issuable upon the net exercise of warrants and the
shares into which the outstanding Preferred Stock (including the Preferred
Stock issuable upon net exercise of the warrants) will convert, and the shares
issued in connection with the Company's acquisition of Prodac, the total
consideration paid and the average price per share paid by the existing
stockholders and by new investors purchasing shares in the Offerings (at an
assumed initial public offering price of $13.00 per share and before deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company).     
 
<TABLE>   
<CAPTION>
                                SHARES PURCHASED  TOTAL CONSIDERATION   AVERAGE
                               ------------------ --------------------   PRICE
                                 NUMBER   PERCENT    AMOUNT    PERCENT PER SHARE
                               ---------- ------- ------------ ------- ---------
<S>                            <C>        <C>     <C>          <C>     <C>
Existing stockholders......... 13,788,931   71.5% $ 56,789,000   44.3%   $4.12
New investors.................  5,500,000   28.5    71,500,000   55.7    13.00
                               ----------  -----  ------------  -----
  Total....................... 19,288,931  100.0% $128,289,000  100.0%
                               ==========  =====  ============  =====
</TABLE>    
   
  The foregoing computations assume no exercise of stock options after
September 30, 1996, the issuance of 280,230 shares of Common Stock in
connection with the Company's acquisition of Prodac and the net exercise of
outstanding warrants to acquire up to an aggregate of 3,704,840 shares of
Common Stock and Preferred Stock into 2,091,951 shares of Common Stock,
assuming, for purposes of such net exercises, a fair market value of $13.00
per share of Common Stock. The foregoing net exercises are anticipated to
occur upon either the effectiveness of the registration statement covering the
Offerings, the closing of the Offerings, or the tenth business day following
such closing as set forth in the applicable warrant agreement. As of September
30, 1996, there were outstanding options to purchase 1,702,080 shares of
Common Stock under the Company's 1992 Key Personnel Stock Option Plan and 1992
Stock Option Plan at a weighted average price of $2.17 per share. At September
30, 1996, an additional 2,318,728 shares were reserved for issuance under the
Company's 1992 Key Personnel Stock Option Plan, the Company's 1996 Director
Stock Option Plan and the Company's 1996 Employee Stock Purchase Plan. To the
extent that any shares are issued upon exercise of options, warrants or rights
that are presently outstanding or granted in the future, or reserved for
future issuance under the Company's stock plans, there will be further
dilution to new investors. The number of shares of Common Stock to be issued
in connection with the acquisition of Prodac will depend on applicable
currency exchange rates on the date of the Closing of the Offerings. Any
increase in the value of the Deutsche Mark relative to the U.S. Dollar would
cause the Company to issue additional shares of Common Stock, thereby
resulting in additional dilution to new investors. See "Acquisition of
Prodac," "Management--Stock Plans," "Description of Capital Stock" and Note 5
of Notes to Consolidated Financial Statements.     
 
                                      19
<PAGE>
 
                SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
   
  The selected consolidated statement of operations, cash flows and balance
sheet data presented below for, and as of the end of, each of the years in the
five-year period ended December 31, 1995, are derived from the Consolidated
Financial Statements of MagiNet Corporation and its subsidiaries, which
financial statements have been audited by Ernst & Young LLP, independent
auditors. The Consolidated Financial Statements as of December 31, 1995 and
1994, and for each of the years in the three-year period ended December 31,
1995, and the report thereon of Ernst & Young LLP, independent auditors, are
included elsewhere in this Prospectus. The selected consolidated statement of
operations, cash flows and balance sheet data set forth below for the nine
months ended September 30, 1995 and 1996 were derived from unaudited
consolidated financial statements, which are included elsewhere in this
Prospectus, and include, in the opinion of the Company, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the Company's financial position at that date and results of
operations for those periods. The results for the nine months ended September
30, 1996 are not necessarily indicative of the results for any future period.
The selected consolidated financial and other data set forth below is
qualified by, and should be read in conjunction with, the Consolidated
Financial Statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in the Prospectus. The Company has never declared or paid cash dividends on
its capital stock. The pro forma financial information set forth below was
derived from the Unaudited Pro Forma Condensed Combined Financial Statements,
which are included elsewhere in this Prospectus.     
 
<TABLE>   
<CAPTION>
                                                                                       NINE MONTHS ENDED
                                     YEAR ENDED DECEMBER 31,                             SEPTEMBER 30,
                         -------------------------------------------------------   ------------------------------
                                                                   1995                             1996
                                                             -------------------             --------------------
                                                                          PRO                              PRO
                         1991    1992     1993      1994      ACTUAL    FORMA(1)    1995      ACTUAL    FORMA (2)
                         -----  -------  -------   -------   --------   --------   -------   --------   ---------
                                      (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S>                      <C>    <C>      <C>       <C>       <C>        <C>        <C>       <C>        <C>
CONSOLIDATED STATEMENT
 OF OPERATIONS DATA:
 Revenue................ $ --   $   --   $   395   $ 2,342   $  8,689   $ 19,254   $ 5,655   $ 12,048   $ 23,941
 Direct costs...........   --       --       294     1,156      3,731      9,903     2,586      6,232     11,792
 Depreciation and
  amortization..........   --         2      171       957      3,682      9,936     2,564      4,747      9,366
 Operations expenses,
  selling, general and
  administrative........   149      514    1,961     7,170     11,528     14,417     7,808      8,455     11,200
 Research and
  development...........   --       665    1,320       856      1,247      1,247       890      1,599      1,599
                         -----  -------  -------   -------   --------   --------   -------   --------   --------
 Operating loss.........  (149)  (1,181)  (3,351)   (7,797)   (11,499)   (16,249)   (8,193)    (8,985)   (10,016)
 Interest expense, net..   --       (43)     (28)     (253)      (991)    (2,355)     (379)    (2,083)    (3,758)
                         -----  -------  -------   -------   --------   --------   -------   --------   --------
 Loss before income
  taxes and minority
  interest in net losses
  of consolidated
  subsidiaries..........  (149)  (1,224)  (3,379)   (8,050)   (12,490)   (18,604)   (8,572)   (11,068)   (13,774)
 Provision for income
  taxes.................   --       --       --        --        (554)      (680)     (423)      (681)    (1,123)
 Minority interest in
  net losses of
  consolidated
  subsidiaries..........   --       --       --        124        248        248       204        215        215
                         -----  -------  -------   -------   --------   --------   -------   --------   --------
 Net loss............... $(149) $(1,224) $(3,379)  $(7,926)  $(12,796)  $(19,036)  $(8,791)  $(11,534)  $(14,682)
                         =====  =======  =======   =======   ========   ========   =======   ========   ========
 Pro forma net loss per
  share(3)..............                                     $  (1.03)  $  (1.50)            $  (0.93)  $  (1.16)
                                                             ========   ========             ========   ========
 Shares used in
  computation of pro
  forma net loss per
  share(3)..............                                       12,392     12,672               12,407     12,687
CONSOLIDATED STATEMENT
 OF CASH FLOWS DATA:(4)
 Net cash used in
  operating activities..                 $(1,753)  $(6,137)  $ (7,619)             $(6,680)  $ (9,510)
 Net cash used in
  investing activities..                  (3,091)   (9,361)   (14,897)             (10,967)   (16,451)
 Net cash provided by
  financing activities..                   5,082    25,715     30,656               23,034     14,540
OTHER DATA:
 EBITDA (In
  thousands)(5)......... $(149) $(1,179) $(3,180)  $(6,840)  $ (7,817)  $  6,313   $(5,629)  $ (4,238)  $   (650)
 EBITDA margin..........   --       --      (805)%    (292)%      (90)%      (33)%    (100)%      (35)%       (3)%
 New rooms installed....   --       --     2,087    10,929     26,106     37,702    18,075     20,407     33,054
 Total rooms served(6)..   --       --     2,087    13,016     39,122     70,132    31,091     59,529    103,186
 Rooms in backlog(7)....   --       --       --     10,941     12,194               15,156     16,783     27,099
 Average monthly gross
  video revenue per
  room(4)...............   --       --       --    $ 32.39   $  29.18              $ 28.74   $  28.84
</TABLE>    
 
 
                                      20
<PAGE>
 
<TABLE>   
<CAPTION>
                                     DECEMBER 31,                          SEPTEMBER 30, 1996
                         ----------------------------------------  ------------------------------------
                         1991   1992    1993     1994      1995    ACTUAL   PRO FORMA(8) AS ADJUSTED(9)
                         ----  ------  ------  --------  --------  -------  ------------ --------------
                                                      (IN THOUSANDS)
<S>                      <C>   <C>     <C>     <C>       <C>       <C>      <C>          <C>
CONSOLIDATED BALANCE
 SHEET DATA:
 Cash, cash equivalents
  and short-term
  investments........... $  1  $   77  $  315  $ 10,961  $ 18,823  $ 7,251    $  1,278      $66,373
 Working capital
  (deficit).............  (24)   (386) (1,652)    7,751    14,542    4,857     (15,879)      49,216
 Total assets...........    2   1,458   4,711    23,999    46,540   49,484      74,424      139,519
 Long-term debt.........  125     349   1,400       --     24,900   25,829      40,142       40,142
 Accumulated deficit.... (149) (1,373) (4,752)  (12,678)  (25,474) (37,008)    (49,208)     (49,208)
 Total stockholders'
  equity (net deficit).. (149)    648   1,208    19,924    14,611   15,969       7,069       72,164
</TABLE>    
- --------
   
(1) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    January 1, 1995. See "Acquisition of Prodac," the Unaudited Pro Forma
    Condensed Combined Financial Statements and Note 8 of Notes to
    Consolidated Financial Statements.     
   
(2) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    January 1, 1996. See "Acquisition of Prodac," the Unaudited Pro Forma
    Condensed Combined Financial Statements and Note 8 of Notes to
    Consolidated Financial Statements.     
   
(3) Reflects the assumed conversion of the Company's outstanding Preferred
    Stock into 10,908,878 shares of Common Stock upon the closing of the
    Offerings. See Note 1 of Notes to Consolidated Financial Statements for a
    discussion of the computation of net loss per share.     
   
(4) Data not available on a pro forma basis.     
   
(5) Indicates earnings (loss) before interest expense, income taxes,
    depreciation and amortization, and minority interest in net losses of
    consolidated subsidiaries and is not intended to represent an alternative
    to net income (as determined in accordance with generally accepted
    accounting principles) as a measure of performance. Management of the
    Company believes that EBITDA provides an additional perspective on the
    Company's operating results and its ability to service its long-term debt
    and fund its operations. The primary differences between EBITDA and net
    cash used in operating activities are that net cash used in operating
    activities includes interest expense, income tax expense, and changes in
    operating assets and liabilities, which items are excluded from EBITDA.
    See "Consolidated Statements of Cash Flows."     
   
(6) Includes all rooms installed with Company-owned systems, except for pro
    forma total rooms served which also includes Prodac systems. A charge
    relating to the acquisition of in-process technology of approximately
    $12.2 million is included in the pro forma balance sheet as a charge to
    retained earnings. The Company expects to record this charge in its
    financial results during the three month period ended December 31, 1996.
           
(7) Data not available on a pro forma basis for the year ended December 31,
    1995.     
   
(8) Pro forma to give effect to the Company's acquisition of Prodac following
    the closing of the Offerings as if such acquisition had taken place as of
    September 30, 1996.     
   
(9) Adjusted to reflect the net proceeds of the sale of Common Stock offered
    by the Company hereby at an assumed initial public offering price of
    $13.00 per share and the application thereof.     
 
                                      21
<PAGE>
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
  The following Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements relating to
future events or the future financial performance of the Company, which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward looking statements as a
result of certain factors, including those set forth under "Risk Factors" and
elsewhere in this Prospectus.
 
OVERVIEW
   
  Since its inception in 1991, MagiNet has focused on developing its in-room
on-demand video entertainment systems, signing contracts with hotels,
installing systems and servicing its installed base of rooms. As of September
30, 1996, the Company had 59,529 rooms installed with its systems in 169
hotels and had an installation backlog of 16,783 rooms in 46 hotels. In
addition, MagiNet has instituted a focused expansion plan that includes direct
entry or acquisitions in attractive existing and new markets. The Company's
revenue consists primarily of fees paid by guests for viewing MagiNet's on-
demand video programming on a pay-per-view basis.     
   
  On November 6, 1996, the Company entered into the Acquisition Agreement to
acquire all of the outstanding shares of Prodac, which is headquartered in
Cologne, Germany. Prodac develops, manufactures and installs scheduled
broadcast and on-demand interactive video entertainment systems for use in
hotels and also sells such systems to other in-room video service providers.
Prior to 1991, Prodac exclusively sold its scheduled broadcast systems to
distributors and hotels, and in 1991, began installing such systems in hotels
under its own contracts. In 1994, Prodac introduced its Videoquest on-demand
video system, and as of September 30, 1996, Prodac served 242 hotels with
43,657 installed rooms, including 5,891 rooms installed with on-demand video
systems, and had an installation backlog of 10,316 rooms.     
 
  The Company is actively developing, with its partners, several new in-room
video services to be provided through its installed systems. These new
interactive entertainment and information services include video games,
casino-style gaming, financial news and advertising. In addition, MagiNet is
exploring the possibility of providing other services, including in-room
shopping, news and Internet access. MagiNet believes that these new services
will appeal to a broader group of users than the traditional purchasers of in-
room video entertainment and should increase monthly revenue per installed
room.
 
  MagiNet operates according to a financial model similar to the cable
television, cellular telephone and paging industries. Following an initial
capital expenditure for system installation in hotels, the Company derives
reasonably predictable, recurring revenue from system usage for the term of
each hotel contract, which is on an exclusive basis typically for five-to-
seven years. Since inception, the Company's capital costs associated with
installed systems have averaged approximately $525 per room, including a video
server in each hotel, in-room converter and remote control, upgrade of the
hotel's master antenna television network, system installation costs,
shipping, duties and taxes.
 
  Revenue generated from on-demand movies are dependent upon four factors at
each hotel (i) the number of rooms in each hotel, (ii) the occupancy rate at
the hotel, (iii) the "buy rate" or percentage of occupied rooms that buy
movies and (iv) the price of the movie. Occupancy rates vary by hotel and
region based on the hotel's competitive position within its marketplace,
seasonal factors and general economic conditions. Buy rates generally reflect
the hotel's guest mix profile, the popularity of the motion pictures available
to the Company in each country and the availability of other entertainment
alternatives. Buy rates also vary over time with general economic conditions.
       
  Costs and expenses include (i) direct costs such as royalties and fees paid
for programming and licensed technology, hotel commissions, video materials,
maintenance expenses and cost of equipment and systems sold, (ii) depreciation
and amortization, (iii) operations activities such as purchasing, programming
and headquarters
 
                                      22
<PAGE>
 
   
technical support, (iv) selling, general and administrative expenses
consisting of headquarters and foreign office expenses and (v) research and
development of the Company's systems. The Company currently has systems
installed in twelve countries, all outside of North America. The Company
operates through subsidiary offices in ten countries and through
representatives in two countries. In addition, MagiNet sells systems directly
to hotel owners and to distributors in certain other countries. Costs and
expenses other than direct costs are expected to grow at a slower rate than
revenue as the Company spreads its overhead costs over a larger installed base
of rooms. See Note 7 of Notes to Consolidated Financial Statements for
financial information concerning foreign and domestic operations.     
   
  The Company has incurred net losses since inception as a result of (i) costs
associated with establishing its headquarters and foreign subsidiaries
infrastructure, (ii) depreciation and amortization associated with its
investment in installed systems and acquired technology licenses and (iii)
research and development costs associated with the Company's systems. All of
the Company's systems are installed outside of North America. To date, MagiNet
has not experienced material foreign exchange transaction gains or losses but
has $651,000 in accumulated translation losses, which are reflected in
stockholders' equity as of September 30, 1996. A significant change in
exchange rates could give rise to material translation or transaction gains or
losses in the future.     
       
       
       
       
       
RESULTS OF OPERATIONS
 
  The following table sets forth, as a percentage of revenue, items from the
Company's consolidated statement of operations for the periods indicated.
 
<TABLE>   
<CAPTION>
                                                             NINE MONTHS
                                                                ENDED
                              YEAR ENDED DECEMBER 31,       SEPTEMBER 30,
                              ---------------------------   ----------------
                               1993      1994      1995      1995      1996
                              -------   -------   -------   -------   ------
<S>                           <C>       <C>       <C>       <C>       <C>
Revenue......................     100%      100%      100%      100%     100%
Costs and expenses
 Direct costs................      74        49        43        46       52
 Depreciation and amortiza-
  tion.......................      43        41        42        45       39
 Operations expenses.........     118       123        36        38       13
 Selling, general and admin-
  istrative..................     379       183        97       100       58
 Research and development....     334        37        14        16       13
                              -------   -------   -------   -------   ------
  Total costs and expenses...     948%      433%      232%      245%     175%
                              -------   -------   -------   -------   ------
Operating loss...............    (848)     (333)     (132)     (145)     (75)
Interest income (expense),
 net.........................      (7)      (11)      (11)       (7)     (17)
Provision for income taxes...     --        --         (6)       (7)      (6)
Minority interest in net
 losses of consolidated
 subsidiaries................     --          5         3         4        2
                              -------   -------   -------   -------   ------
Net loss.....................    (855)%    (339)%    (146)%    (155)%    (96)%
                              =======   =======   =======   =======   ======
EBITDA.......................    (805)%    (292)%     (90)%    (100)%    (35)%
                              =======   =======   =======   =======   ======
</TABLE>    
 
                                      23
<PAGE>
 
   
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996     
   
  The following table sets forth information regarding revenue, average
monthly gross video revenue per room, average movie price, average movie buy
rate, average hotel occupancy and installed base of rooms for the nine months
ended September 30, 1995 and 1996.     
 
<TABLE>   
<CAPTION>
                                            NINE MONTHS ENDED SEPTEMBER 30,
                                            ---------------------------------
                                                1995(1)          1996(1)
                                            ---------------  ----------------
<S>                                         <C>              <C>
Revenue....................................      $5,655,000       $12,048,000
Average monthly gross video revenue per
 room...................................... $         28.74  $          28.84
Average movie price........................ $         11.03  $          10.84
Average movie buy rate.....................            11.6%             12.1%
Average hotel occupancy....................              74%               73%
Installed base of rooms....................          31,091            59,529
</TABLE>    
- --------
(1) Other than revenue and installed base of rooms, the numbers in this table
    were derived in part from information that is reported to the Company by
    hotels installed with the Company's systems. The Company believes that
    such information is accurate.
 
 Revenue Analysis
   
  During the nine months ended September 30, 1996, the Company installed its
systems in an additional 20,407 hotel rooms, bringing the total number of
installed rooms to 59,529. The Company's revenue for the first nine months of
1996 increased 113% to $12,048,000 compared to $5,655,000 for the same period
in 1995. The increase was principally attributed to the increase in the number
of rooms receiving one or more of the Company's services in 1996.     
   
  Average monthly gross video revenue per room has increased slightly during
the nine months ended September 30, 1996, compared to that of the same period
in 1995, partially due to increased movie buy rates which are principally a
result of installations in new countries and improved buy rates in certain
existing countries, offset by lower buy rates in other existing countries,
slightly lower occupancy rates and average movie prices. Average monthly gross
video revenue per room is the product of buy rates, movie price, occupancy and
the number of days in the month.     
 
 Expense Analysis
   
  The following table sets forth information regarding the Company's costs and
expenses for the nine months ended September 30, 1995 and 1996.     
 
<TABLE>   
<CAPTION>
                                      NINE MONTHS ENDED SEPTEMBER 30,
                                  ---------------------------------------------
                                         1995                   1996
                                  ---------------------- ----------------------
                                                % OF                   % OF
                                   AMOUNT      REVENUE    AMOUNT      REVENUE
                                  ----------- ---------- ----------- ----------
                                  (IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                               <C>         <C>        <C>         <C>
Costs and expenses
 Direct costs.................... $     2,586        46% $     6,232        52%
 Depreciation and amortization...       2,564        45        4,747        39
 Operations expenses.............       2,161        38        1,514        13
 Selling, general and
  administrative.................       5,647       100        6,941        58
 Research and development........         890        16        1,599        13
                                  -----------   -------  -----------   -------
Total costs and expenses......... $    13,848       245% $    21,033       175%
                                  ===========   =======  ===========   =======
</TABLE>    
   
  Direct costs. Direct costs increased by $3,646,000 for the first nine months
of 1996 compared to the same period in 1995, and also increased as a
percentage of revenue. These increases are principally due to increased
maintenance expenses associated with repairing or replacing faulty equipment
installed in hotel rooms during     
 
                                      24
<PAGE>
 
   
prior quarters and transitioning MagiNet's in-room converters and remote
controls to higher quality devices. Although the failure rates experienced
with this equipment have declined since the second quarter of 1996, there can
be no assurance that the Company will not experience similar technical
problems or equipment failures in the future, the occurrence of which could
have a material adverse effect on the Company's results of operations. As a
percentage of revenue, maintenance expenses have been partially offset by
lower film royalties and licensing fees resulting from greater efficiencies
achieved through expanded operations and direct management of film contracts.
Prior to July 1995, the Company obtained substantially all of its programming
through Comsat Corporation which charged the Company higher royalties and
fees.     
   
  Depreciation and amortization. Depreciation and amortization consists of
depreciation of installed video systems, equipment and office furniture, and
amortization of prepaid royalties related to licensed technologies. These
expenses increased by $2,183,000 for the first nine months of 1996 compared to
the same period in 1995 primarily as a result of additional video system
installations in hotels. Depreciation and amortization expense represented a
smaller percentage of revenue in 1996 as a result of lower cost of installed
systems achieved in late 1995 and equipment and system sales in the 1996
period for which there was no depreciation expense. The lower installed costs
were principally the result of using lower cost converters manufactured by a
new supplier to the Company as well as lower average installation costs. The
Company has taken a more direct role in managing hotel installation projects
and performing certain installations using its own employees, resulting in
lower costs and improved quality. In prior periods, most installations were
performed by outside contractors.     
   
  Operations expenses. Operations expenses decreased by $647,000 for the first
nine months of 1996 compared to the same period in 1995 due to write-downs of
certain video system equipment taken in the first nine months of 1995,
partially offset by increased headquarters personnel expenses in 1996
necessary to provide programming services for expanded operations. Operations
expenses, as a percentage of revenue, fell from 38% for the first nine months
of 1995 to 13% for the same period in 1996 as the Company's investment in
headquarters operational support was leveraged over a larger installed base of
rooms.     
   
  Selling, general and administrative. Selling, general and administrative
expenses increased by $1,294,000 for the first nine months of 1996 compared to
the same period in 1995 due primarily to significant increases in local
country activities to support the Company's larger installed base of rooms and
increases in headquarters administrative expenses to support expanded
operations. A new office was opened in South Africa in 1996, and the offices
in Israel and South Korea, which opened in 1995, were fully staffed in the
1996 period. Overall, employment in the Company's local country activities
increased from 69 employees at September 30, 1995 to 114 employees at
September 30, 1996. Headquarters administrative expenses in 1996 increased as
a result of the hiring of new members of senior management and the expansion
of the accounting and finance staff. Headquarters marketing expenses increased
to support promotion and merchandising initiatives as well as to provide
leadership for new product development. Selling, general and administrative
expenses decreased as a percentage of revenue from 100% for the first nine
months of 1995 to 58% for the same period in 1996. Selling, general and
administrative expenses are expected to decline as a percentage of revenue in
the future as a result of leveraging the Company's infrastructure over a
larger installed base of rooms.     
   
  Research and development. Research and development expenses increased by
$709,000 for the first nine months of 1996 compared to the same period in 1995
due to increases in engineering personnel, materials and related expenses.
Research and development expenses decreased as a percentage of revenue from
16% for the first nine months of 1995 to 13% for the same period in 1996. The
new engineering personnel are focused on new product development and
integration, enhancements to existing systems, including technology and
products licensed from others, and quality improvements. All research and
development personnel are located at the Company's headquarters.     
          
  Interest income (expense), net. Interest expense, net increased by
$1,704,000 for the first nine months of 1996 compared to the same period in
1995 as a result of the issuance in August 1995 of the Company's Senior
Secured Notes due 2000 with an aggregate principal amount of $24.9 million.
    
                                      25
<PAGE>
 
  Provision for income taxes. The Company has not incurred U.S. federal or
state income taxes. However, most of the Company's foreign subsidiaries and
branches are required to withhold local country income taxes relating to
payments of royalties and inter-company charges. As a result, a provision for
local country income taxes is accrued at the time the royalty or inter-company
charge is accrued. Following the utilization of the parent company's net
operating loss carryforward, the parent company may offset the withheld local
country income taxes against any U.S. federal income taxes payable. However,
there can be no assurance that the parent company will be able to fully
utilize its loss carryforwards or to offset U.S. federal income taxes payable
by the withheld local country income taxes.
 
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
 
 Revenue Analysis
 
  The following table sets forth information regarding revenue, average
monthly gross video revenue per room, average movie price, average movie buy
rate, average hotel occupancy and the installed base of rooms for the years
ended December 31, 1994 and 1995. Certain of this information was not
available for the year ended December 31, 1993, as the Company's limited
number of installed rooms during that year did not provide a meaningful year-
to-year comparison.
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                       ------------------------
                                                         1994(1)      1995(1)
                                                       -----------  -----------
<S>                                                    <C>          <C>
Revenue............................................... $ 2,342,000  $ 8,689,000
Average monthly gross video revenue per room.......... $     32.39  $     29.18
Average movie price................................... $     11.74  $     10.96
Average movie buy rate................................        12.6%        11.7%
Average hotel occupancy...............................          72%          75%
Installed base of rooms...............................      13,016       39,122
</TABLE>
- --------
(1) Other than revenue and installed base of rooms, the numbers in this table
    were derived in part from information that is reported to the Company by
    hotels installed with the Company's systems. The Company believes that
    such information is accurate.
 
  The Company's revenue for the years ended December 31, 1995, 1994 and 1993
were $8,689,000, $2,342,000, and $395,000 respectively, representing year-to-
year increases of 271% between 1994 and 1995 and 493% between 1993 and 1994.
The growth of revenue in each of these periods is attributable to increases in
the Company's installed base of rooms and rooms installed in the prior period
generating revenue for a complete fiscal year. Prior to 1994, the Company had
installed its systems only in Guam. Average monthly gross video revenue per
room and average movie price declined between 1994 and 1995 principally as a
result of a broader mix of hotels and countries served in 1995 compared to the
small installed base of rooms in 1994. On an individual country basis, average
monthly gross video revenue per room increased between 1994 and 1995 in all
countries except Hong Kong and Taiwan, where the limited number of installed
rooms in 1994 compared to 1995 do not permit a meaningful comparison. Buy
rates in Guam declined from 12.3% in 1994 to 10.5% in 1995 although gross
revenue per room increased slightly because occupancy rates increased in Guam.
Average movie prices in U.S. dollars increased between 1994 and 1995 in all
countries except Australia and Taiwan. Australian prices have since recovered.
However, the overall average movie price declined as a result of increased
installations in countries with lower average movie prices.
 
                                      26
<PAGE>
 
 Expense Analysis
 
  The following table sets forth information regarding the Company's costs and
expenses for the years ended December 31, 1993, 1994 and 1995:
 
<TABLE>
<CAPTION>
                                            YEAR ENDED DECEMBER 31,
                                 ----------------------------------------------
                                      1993           1994            1995
                                 -------------- --------------- ---------------
                                         % OF            % OF            % OF
                                 AMOUNT REVENUE AMOUNT  REVENUE AMOUNT  REVENUE
                                 ------ ------- ------- ------- ------- -------
                                     (IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                              <C>    <C>     <C>     <C>     <C>     <C>
Costs and expenses
 Direct costs................... $  294    74%  $ 1,156    49%  $ 3,731    43%
 Depreciation and amortization..    171    43       957    41     3,682    42
 Operations expenses............    464   118     2,876   123     3,108    36
 Selling, general and
  administrative................  1,497   379     4,294   183     8,420    97
 Research and development.......  1,320   334       856    37     1,247    14
                                 ------   ---   -------   ---   -------   ---
Total costs and expenses........ $3,746   948%  $10,139   433%  $20,188   232%
                                 ======   ===   =======   ===   =======   ===
</TABLE>
 
  Direct costs. Direct costs increased by $2,575,000 in 1995 compared to 1994
and by $862,000 in 1994 compared to 1993 due to the increase in installed
rooms. Direct costs as a percentage of revenue declined from 74% in 1993 to
49% in 1994 and 43% in 1995 principally due to lower programming costs,
particularly in the second half of 1995, and greater efficiencies achieved by
servicing the increasingly larger installed base of rooms.
 
  Depreciation and amortization. Depreciation and amortization increased by
$2,725,000 in 1995 compared to 1994, due primarily to depreciation of video
systems and other property and equipment added in 1995 as well as 1994
installations that were depreciated for a full year in 1995. Such increases
were substantially in line with revenue growth achieved by the Company as
lower depreciation resulting from lower per-room installation costs was offset
by increased depreciation on office furniture and equipment and computer
equipment. Between 1993 and 1994, depreciation and amortization increased by
$786,000 due primarily to depreciation of video systems and other property and
equipment added in 1994 and 1993 installations that were depreciated for a
full year in 1994.
 
  Operations expenses. Operations expenses increased by $232,000 in 1995
compared to 1994, but declined as a percentage of revenue from 123% to 36%
year-to-year. The modest increase in spending was attributed to additional
personnel in technical services and video programming, offset by a reduction
in operations management personnel and lower materials expenses. Between 1993
and 1994, operations expenses increased by $2,412,000 as a result of the
creation of an installation support department and increased spending in
customer support services and video programming to support the expanded number
of rooms installed during 1994. Operations headcount increased from five
employees at December 31, 1993, to 13 employees at December 31, 1994, and to
15 employees at December 31, 1995. As a percentage of revenue, operations
expenses rose from 118% in 1993 to 123% in 1994. Prior to 1994, installation
support was performed by research and development personnel.
 
  Selling, general and administrative. Selling, general and administrative
expenses increased by $4,126,000 in 1995 compared to 1994 due to significant
spending increases in foreign offices that resulted from the creation of new
offices in Israel and South Korea and continuing selling, general and
administrative costs incurred for a full fiscal year by country offices that
opened in 1994. Foreign office headcount increased from 31 employees at
December 31, 1994 to 81 employees at December 31, 1995. Selling, general and
administrative expenses as a percentage of revenue decreased from 183% in 1994
to 97% in 1995, as the Company leveraged its expenses over the larger
installed base of rooms.
 
  Selling, general and administrative expenses increased by $2,797,000 from
1993 to 1994 due to the establishment of new offices in Australia, Hong Kong,
Japan, New Zealand, Singapore, Taiwan and Thailand
 
                                      27
<PAGE>
 
and an increase from seven to 12 employees in the Company's headquarters.
Selling, general and administrative expenses as a percentage of revenue
decreased from 379% in 1993 to 183% in 1994 as a result of economies of scale
associated with an increasing installed base of rooms.
 
  Research and development. Research and development expenses increased by
$391,000 in 1995 compared to 1994 due to increases in employee compensation
and materials expenses. From December 1994 to December 1995, one additional
employee was added to the department, but 1995 expenses reflect a full year of
compensation expense for employees hired in 1994. Significant projects
completed during 1995 included development of new versions of the Company's
in-room converter and remote control unit and enhancing the system operating
software and screens, including enhancements to support additional foreign
languages.
 
  Research and development expenses decreased by $464,000 from 1993 to 1994,
while engineering personnel increased from three employees to ten employees
over the same period. The decrease in spending is the result of significant
expenditures incurred in 1993 in connection with hiring outside contractors
and consultants, which enabled the Company to complete the major portions of
its development on the first generation of its proprietary room equipment and
the conversion of licensed technology to meet local market conditions. In
particular, the Company completed new versions of its in-room converter to
allow installations in countries not using the video standard employed in the
United States.
 
  Interest income (expense), net. Net interest expense increased by $738,000
in 1995 compared to 1994 and represented primarily interest accrued on $24.9
million of Senior Secured Notes due 2000, which the Company issued in August
1995. Between 1993 and 1994, net interest expense increased by $225,000
representing interest on bridge financing prior to the Company's issuance of
Series C Preferred Stock in September 1994.
 
  Provision for Income Taxes. In 1995, the Company began accruing income tax
expense relating principally to foreign withholding of taxes relating to
inter-company charges for the provision of headquarters services and
programming and system royalties due third parties. No provision for foreign
or domestic income taxes was made during either 1994 or 1993.
 
SEASONALITY
 
  The Company's quarterly operating results are subject to fluctuation
depending upon hotel occupancy and buy rates, and foreign currency exchange
rates as well as other factors. Although the Company generally believes that
such fluctuations are partially mitigated by operations in both the Northern
and Southern Hemispheres as well as by the breadth of its operations across
multiple economies, revenue per room has historically been lowest in the third
quarter because a significant portion of MagiNet's installations are in
tropical climates where occupancies are generally higher in the first and
fourth quarters of the year and buy rates are typically lower in the third
quarter of each year.
 
                                      28
<PAGE>
 
QUARTERLY RESULTS OF OPERATIONS
   
  The following tables set forth certain unaudited consolidated financial
information for the seven quarters ended September 30, 1996, as well as such
data expressed as a percentage of the Company's total revenue for the periods
indicated. This data has been derived from unaudited consolidated financial
statements that, in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of such information when read in conjunction with the Company's
audited Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Prospectus. The results of operations for any quarter and
any quarter-to-quarter trends are not necessarily indicative of the results to
be expected for any future period.     
 
<TABLE>   
<CAPTION>
                                                   QUARTER ENDED
                          ---------------------------------------------------------------------
                          MAR. 31,  JUNE 30,  SEPT. 30, DEC. 31,  MAR. 31,  JUNE 30,  SEPT. 30,
                            1995      1995      1995      1995      1996      1996      1996
                          --------  --------  --------- --------  --------  --------  ---------
                                                   (IN THOUSANDS)
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenue.................  $ 1,287   $ 2,015    $ 2,353  $ 3,034   $ 3,549   $ 4,374    $ 4,125
Costs and expenses
 Direct costs...........      700       987        899    1,145     1,827     2,027      2,378
 Depreciation and
  amortization..........      646       864      1,054    1,118     1,388     1,761      1,598
 Operations expenses....      665       548        948      947       468       548        498
 Selling, general and
  administrative........    1,524     2,039      2,084    2,773     2,074     2,578      2,289
 Research and
  development...........      314       257        319      357       421       516        662
                          -------   -------    -------  -------   -------   -------    -------
Total costs and
 expenses...............    3,849     4,695      5,304    6,340     6,178     7,430      7,425
                          -------   -------    -------  -------   -------   -------    -------
Operating loss..........   (2,562)   (2,680)    (2,951)  (3,306)   (2,629)   (3,056)    (3,300)
Interest income
 (expense), net.........       77       (73)      (383)    (612)     (667)     (715)      (701)
Provision for income
 taxes..................     (148)     (152)      (123)    (131)     (213)     (170)      (298)
Minority interest in net
 losses of consolidated
 subsidiaries...........       67        86         51       44        78        46         91
                          -------   -------    -------  -------   -------   -------    -------
Net loss................  $(2,566)  $(2,819)   $(3,406) $(4,005)  $(3,431)  $(3,895)   $(4,208)
                          =======   =======    =======  =======   =======   =======    =======
EBITDA..................  $(1,916)  $(1,816)   $(1,897) $(2,188)  $(1,241)  $(1,295)   $(1,702)
<CAPTION>
                                                   QUARTER ENDED
                          ---------------------------------------------------------------------
                          MAR. 31,  JUNE 30,  SEPT. 30, DEC. 31,  MAR. 31,  JUNE 30,  SEPT. 30,
                            1995      1995      1995      1995      1996      1996      1996
                          --------  --------  --------- --------  --------  --------  ---------
                                            (AS A PERCENTAGE OF REVENUE)
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenue.................      100%      100%       100%     100%      100%      100%       100%
Costs and expenses
 Direct costs...........       55        49         38       38        52        46         58
 Depreciation and
  amortization..........       50        43         45       37        39        40         39
 Operations expenses....       52        27         40       31        13        13         12
 Selling, general and
  administrative........      118       101         89       91        58        59         55
 Research and
  development...........       24        13         14       12        12        12         16
                          -------   -------    -------  -------   -------   -------    -------
Total costs and
 expenses...............      299       233        226      209       174       170        180
                          -------   -------    -------  -------   -------   -------    -------
Operating loss..........     (199)     (133)      (126)    (109)      (74)      (70)       (80)
Interest income
 (expense), net.........        6        (4)       (16)     (20)      (19)      (16)       (17)
Provision for income
 taxes..................      (12)       (8)        (5)      (4)       (6)       (4)        (7)
Minority interest in net
 losses of consolidated
 subsidiaries...........        5         4          2        1         2         1          2
                          -------   -------    -------  -------   -------   -------    -------
Net loss................    (200)%    (141)%     (145)%   (132)%     (97)%     (89)%      (102)%
                          =======   =======    =======  =======   =======   =======    =======
EBITDA..................    (149)%     (90)%      (81)%    (72)%     (35)%     (30)%       (41)%
                          =======   =======    =======  =======   =======   =======    =======
</TABLE>    
 
 
                                      29
<PAGE>
 
 Revenue Analysis
 
  The following table sets forth, for each of the quarterly periods presented,
information regarding revenue, average monthly gross video revenue per room,
average movie price, average movie buy rate and average hotel occupancy, and
the installed base of rooms at the end of each of the quarterly periods
presented.
 
<TABLE>   
<CAPTION>
                                                  QUARTER ENDED(1)
                          ---------------------------------------------------------------------
                          MAR. 31,  JUNE 30,  SEPT. 30, DEC. 31,  MAR. 31,  JUNE 30,  SEPT. 30,
                            1995      1995      1995      1995      1996      1996      1996
                          --------  --------  --------- --------  --------  --------  ---------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenue (in thousands)..  $ 1,287   $ 2,015    $ 2,353  $ 3,034   $ 3,549   $ 4,374    $4,125
Average monthly gross
 video revenue per
 room...................  $ 29.56   $ 30.16    $ 27.03  $ 30.08   $ 30.00   $ 29.24    $27.64
Average movie price.....  $ 11.16   $ 11.18    $ 10.83  $ 10.83   $ 10.83   $ 10.87    $10.83
Average movie buy rate..     11.6%     12.3%      11.0%    11.9%     12.0%     12.5%     11.7%
Average hotel
 occupancy..............       76%       72%        73%      75%       76%       71%       71%
Installed base of
 rooms..................   18,424    27,648     31,091   39,122    42,940    49,683    59,529
</TABLE>    
- --------
(1) Other than revenue and installed base of rooms, the numbers in this table
    were derived in part from information that is reported to the Company by
    hotels installed with the Company's systems. The Company believes that
    such information is accurate.
   
  During the seven quarters ended September 30, 1996, the Company installed an
average of 6,645 rooms per quarter, with installations varying principally
upon the rate at which new contracts have been signed with hotels. In addition
to gross video revenue, revenue in the quarter ended June 30, 1996 included
the sale of one of the Company's video systems in the approximate amount of
$550,000. Average monthly gross video revenue per room has remained relatively
constant as improvements in certain countries have been offset by declines in
others. Increases in buy rates in the first three quarters of 1996, compared
to the first three quarters of 1995, have been offset by modest declines in
average hotel occupancy and/or average movie price in these same periods.
Generally, occupancies in the tropical climates, which represent the majority
of the Company's current installed base of rooms, are lower during the summer
quarters and higher in the first and fourth quarters, except during holidays.
Buy rates have been a function of the quality of movies available, the quality
of installed equipment, alternative entertainment available to guests and
other factors.     
   
  The U.S. dollar equivalent of foreign denominated average movie prices
declined for the last two quarters of 1995 principally as a result of an
increasing proportion of installed rooms in countries with lower average movie
prices than historical averages and the strengthening U.S. dollar as foreign
currency denominated prices in most countries have remained relatively
constant. The Company is instituting a program of multiple price points for
movies installed in each hotel in an effort to increase overall prices and
revenue in each country.     
 
 Expense Analysis
   
  Direct costs. Direct costs, as a percentage of revenue, declined in 1995,
from 55% to 38%, before increasing to 52% in the first quarter of 1996. The
decline was principally the result of reductions in programming costs and
greater efficiencies achieved by servicing the increasingly larger installed
base of rooms. Starting in the fourth quarter of 1995, the Company began to
experience significant quality problems resulting in increased maintenance
expenses for labor and materials to fix in-room equipment. Direct costs were
46% and 58% of revenue in the second and third quarters of 1996, respectively,
reflecting increases in maintenance expense.     
   
  Depreciation and amortization. The Company amortized a larger portion of
prepaid royalties during the first quarter of 1995 reflecting minimum annual
royalties required to maintain an exclusive technology license. Depreciation
expense has trended downwards, as a percentage of revenue, over the last seven
quarters, reflecting marginally lower installed costs of rooms during these
periods and a system sale in the second quarter of 1996 for which there was no
depreciation expense, partially offset by seasonally lower average monthly
gross video revenue per room in the third quarters of 1995 and 1996.     
 
 
                                      30
<PAGE>
 
   
  Operations expenses. Operations expenses, as a percentage of revenue,
fluctuated from an average of 36% in 1995 to 13% in the first three quarters
of 1996. The quarterly variances, as a percentage of revenue, are primarily
attributed to reserves taken against video systems throughout 1995, and to a
lesser extent, to other operations expenses spread over increased revenue.
       
  Selling, general and administrative. Selling, general and administrative
expenses, as a percentage of revenue, declined from 118% in the first quarter
of 1995 to 89% in the third quarter of 1995. These expenses, as a percentage
of revenue, increased slightly to 91% in the fourth quarter of 1995 before
decreasing to 58%, 59% and 55% in the first three quarters of 1996. The
decreases as a percentage of revenue are primarily attributed to subsidiary
and headquarters expenses spread over a larger revenue base.     
   
  Research and development. Research and development expenses declined, as a
percentage of revenue, from 24% in the first quarter of 1995 to 13% and 14% in
the second and third quarters of 1995. The decrease, as a percentage of
revenue, between the first and second quarter of 1995 is attributed to a
combination of increased revenue and a decrease in research and development
spending. Research and development, as a percentage of revenue, has stayed
relatively constant over the four quarters ended September 30, 1996 as
increases in research and development expenses were proportional to revenue
increases.     
          
ACQUISITION OF PRODAC     
   
  Prodac operates under a financial model similar to MagiNet, installing its
systems with minimal cost to the hotels pursuant to exclusive contracts, and
charging guests for usage of the system. Prodac's systems include a head-end
computer and video storage module, a television with an integrated TCM and a
hand-held remote control. Commencing in 1995, Prodac has generally provided
television systems as part of its installations in larger hotels. Since
inception, Prodac's cost per installed room has averaged approximately $530.
       
  Prodac's revenue is generated primarily from (i) fees paid by guests for
viewing Prodac's scheduled broadcast and on-demand video programming, (ii) the
sale of video systems to other in-room video service providers and (iii) the
provision of programming services to purchasers of Prodac video systems. For
the nine months ended September 30, 1996, Prodac generated revenue of $12.9
million, of which approximately $7.0 million related to in-room movie viewing,
$4.0 million related to sales of video systems and $1.9 million related to
programming and other services. Total costs and expenses include (i) direct
costs such as royalties and fees paid for programming, hotel commissions,
video materials, maintenance expenses and cost of equipment and systems sold,
(ii) depreciation and amortization and (iii) operations, selling, general and
administrative expenses.     
          
  Prodac has recorded cumulative net losses of approximately $5.1 million
since its inception, including a net loss of approximately $1.2 million for
the nine months ended September 30, 1996. Prodac's operations in the United
Kingdom produced a net loss of $228,000 for the nine months ended September
30, 1996. In October 1996, Prodac sold its United Kingdom operating assets to
UKCEL. In connection with the sale of its United Kingdom operating assets,
Prodac entered into a supply agreement to supply its Videoquest on-demand
system to UKCEL for a period of three years.     
          
  Prodac has financed its installed base of equipment principally through
lease financing. To date, substantially all of Prodac's installed systems have
been sold to one of three leasing companies and leased back to Prodac for a
period of five years or less. The primary leasing company is affiliated with
Philips N.V., from whom Prodac acquires televisions incorporating its TCMs. In
accordance with United States generally accepted accounting principles, such
leases have been accounted for as financing leases and the principal amount of
the lease liability is reflected in the Prodac consolidated balance sheet as
long-term debt. Such debt has been collateralized by various obligations of
the two principals of Prodac aggregating approximately $5 million. In
connection with the acquisition of Prodac, MagiNet will provide substitute
collateral for such loans. The equipment financed by such leases is reflected
as video systems on the Prodac consolidated balance sheet.     
 
 
                                      31
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES
   
  Since its inception, the Company has financed its operations and funded its
capital expenditure requirements primarily through private issuances of
Preferred Stock, bank lines of credit, debt securities and capital equipment
leases. From inception through September 30, 1996, the Company raised an
aggregate of $53.2 million from the sale of Preferred Stock, net of related
expenses. In August 1995, the Company issued its Senior Secured Notes due 2000
(the "Notes") with an aggregate principal amount of $24.9 million to New York
Life Insurance Company, Mutual Life Insurance Company of New York and two
other investors. The Notes currently bear interest at an annual rate of 11.5%,
subject to certain adjustments. In connection with the issuance of the Notes,
the Company also issued to the purchasers of such Notes warrants to acquire up
to an aggregate of 1,422,857 shares of Common Stock at an exercise price of
$7.00 per share, subject to adjustments of the number of shares and exercise
price as set forth in the applicable warrants. The Notes are secured by a
pledge of the stock of each of the Company's subsidiaries. During 1996, the
Company failed to comply with certain financial covenants of the Notes,
although the Company obtained from the holders of the Notes amendments of the
covenants in exchange for warrants to acquire up to an aggregate of 200,000
shares of Common Stock at an exercise price of $7.00 per share, subject to
adjustments of the exercise price as set forth in the applicable warrants.
Failure of the Company to comply with the covenants, or in the event of non-
compliance, to obtain an amendment of the covenants, could result in
acceleration of the maturity of the Company's borrowings, which would have a
material adverse effect on the Company's business, financial condition and
results of operations.     
   
  The continued expansion of the Company's business will require significant
capital investments to finance the installation of equipment in hotel rooms.
Historically, cash flow generated from the Company's operations has not been
sufficient to fund the costs associated with expanding the Company's business.
The Company believes that the net proceeds from the Offerings, together with
cash flow from operations, will be sufficient to support the Company's focused
expansion plans and capital expenditures as well as working capital
requirements until at least December 1997. Thereafter, if cash generated from
operations is insufficient to satisfy the Company's capital requirements, the
Company may be required to raise additional funds. No assurance can be given
that additional financing will be available or that, if available, such
financing could be obtained by the Company on terms favorable to the Company
and its stockholders. The Company is negotiating with private lenders to
borrow up to $10 million by issuing unsecured subordinated notes, which if
issued, may be repaid with the net proceeds of the Offerings. If the Company
cannot obtain sufficient funds to support installations of rooms, the Company
may have to reduce the rate of room installations. To the extent the Company
raises additional capital by issuing equity or convertible debt securities,
ownership dilution to the Company's stockholders will result.     
   
  The Company used cash from operating activities totaling $9,510,000 for the
nine months ended September 30, 1996, $7,619,000 in 1995, $6,137,000 in 1994,
and $1,753,000 in 1993. The increased use of cash in 1995 as compared to 1994
and 1993 was primarily attributable to expansion into new geographic markets
and the expansion of its headquarters and local country offices. The Company
used $15,697,000 for the nine months ended September 30, 1996, $14,477,000 in
1995, $8,932,000 in 1994 and $3,091,000 in 1993 to fund capital expenditures,
consisting principally of video systems for hotels. For the nine months ended
September 30, 1996, financing activities provided $14,540,000. Financing
activities provided $30,656,000, $25,715,000 and $5,082,000 for 1995, 1994 and
1993, respectively.     
 
                                      32
<PAGE>
 
                                   BUSINESS
 
  The following Business section contains forward-looking statements relating
to future events or the future financial performance of the Company, which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under "Risk Factors" and
elsewhere in this Prospectus.
 
THE COMPANY
   
  MagiNet is the leading supplier of on-demand interactive video entertainment
and information services to the hospitality industry outside of North America.
The Company installs integrated video systems that allow hotel guests to order
pay-per-view movies on-demand. MagiNet has recently expanded these systems
into entertainment and information gateways that offer an increasingly varied
range of services, such as on-demand billing summaries, express checkout,
personalized messaging, guest surveys and room service ordering. To date, the
Company's principal on-demand video entertainment services have provided a
reasonably predictable stream of recurring revenue during the term of its
exclusive five-to-seven year contract. The Company expects to implement
additional revenue enhancing services such as in-room casino-style gaming,
advertising, video games, financial news, Internet access and in-room shopping
in selected markets beginning in 1997. To date, the Company has focused
principally on leading hotels in the Pacific Rim, which has been experiencing
a higher rate of economic expansion and hotel construction than any other
region in the world. The Company currently has operations and installations in
Thailand, Australia, Japan, Taiwan, Guam/Saipan, Hong Kong, Singapore, South
Korea, South Africa, Israel, New Zealand and France, and plans to expand its
presence in the Pacific Rim, Europe, the Middle East and Africa. MagiNet began
installing its systems in 1993 and as of September 30, 1996 served 59,529
rooms in 169 hotels with an additional 16,783 rooms in backlog.     
   
  Beginning in early 1996, the Company added several key members to its
management team, including its current Chief Executive Officer and Chief
Operating Officer, both having over twenty years of experience in the
hospitality industry. This management team further defined the Company's
strategy to expand its installed room base by (i) leveraging its strong market
position to obtain contracts with other leading hotels, (ii) penetrating
existing or new target markets, directly or through acquisition and (iii)
offering services to mid-market hotels in target regions. In addition, this
management team was influential in establishing strategic relationships with
Bloomberg for information and news television programming and InterGame for
in-room casino-style gaming.     
   
  On November 6, 1996, the Company entered into the Acquisition Agreement to
acquire Prodac, which substantially expands the Company's geographic scope and
immediately establishes the Company as a leading provider of in-room
entertainment services in Europe, the world's largest hotel market. As of
September 30, 1996, Prodac served 43,657 rooms in 242 hotels in Europe with an
additional 10,316 rooms in backlog. See "Acquisition of Prodac."     
 
INDUSTRY BACKGROUND
 
 Pacific Rim Hospitality Industry
 
  The Pacific Rim has recently been experiencing a higher rate of economic
expansion and hotel construction than any other region in the world. As the
number of business and leisure travelers visiting the region has grown, most
of the leading hotel chains including Accor, Choice International, Conrad,
Hilton International, Holiday Inn Worldwide, Hyatt International, Marriott,
Regent/Four Seasons, Shangri-La, Sheraton, Southern Pacific Hotel Corporation
and Westin have focused their efforts on expanding in the Pacific Rim. The
growth in business and leisure travel has contributed to occupancy rates and
average daily room rates higher than those in the United States. In addition,
there has been a significant expansion of mid-market hotels, which offer less
expensive rooms and fewer services than leading hotels. It is estimated that
in 1996 the travel and tourism industry in the Pacific Rim will employ 169
million people and will generate $944 billion of personal, business and
government expenditures, capital investment, both public and private, net
exports and government operating expenditures to
 
                                      33
<PAGE>
 
support travellers and travel service providers, and is projected to employ
280 million people and generate $2.1 trillion in 2006.
   
 European Hospitality Industry     
   
  Europe represents the largest hotel market in the world. Between 1985 and
1994, room growth in Europe outpaced growth in North America. Hotels in Europe
tend to be smaller and older in comparison to the city-center hotels found in
many Pacific Rim business centers. Nevertheless, in Europe there are
approximately 1.1 million rooms in the Company's target market of hotels with
100 or more rooms. Europe's major hotel chains include Accor, Forte Hotels,
Hilton International, Holiday Inns, Novotel and Sheraton International.     
       
 Video Entertainment and Information Services
   
  Leading hotels throughout the Pacific Rim and Europe have become
increasingly focused on providing the same high caliber of guest amenities
typically found in leading hotels in the United States including on-demand
video entertainment and information services. Mid-market hotels are also
increasingly providing on-demand video entertainment and information services
as guests in these hotels are becoming accustomed to such hotel amenities.
    
  Video entertainment services first appeared in the U.S. hospitality industry
over 20 years ago. Originally, "free-to-guest" video entertainment was
provided by broadcasting a limited selection of movies to every room in a
hotel on fixed schedules for a fee paid by the hotel. In the 1980s, a new
service was developed that offered a limited selection of movies available at
scheduled intervals on a pay-per-view basis, transferring the expense of the
offerings to hotel guests and generally providing hotel operators with a
commission based on revenue from these pay-per-view services. Typically, four
to eight movies would be offered, each of which would be shown once every two
to four hours.
 
  The subsequent development of on-demand video technology enabled providers
of in-room services to offer scheduling flexibility to guests for movie
viewing on a pay-per-view basis. The convenience of on-demand video technology
increased average buy rates significantly, increased revenue and related hotel
commissions and made on-demand video entertainment the leading segment of the
hotel interactive video market. Technological advances have allowed providers
of video entertainment and information services to offer other interactive
services to hotels and hotel guests, including room billing summaries, express
checkout, personalized messaging, interactive guest surveys and room service
ordering. New guest pay services such as in-room video games, shopping,
advertising, news, Internet access and casino-style gaming are under
development in order to provide new amenities to guests and offer additional
revenue sources per installation to the system providers and hotels.
   
  Today, free-to-guest services and on-demand video entertainment services
have become standard amenities offered by most U.S. hotels serving all but the
budget hotel market. Leading hotels internationally are now adopting new
interactive video technologies. Hotels in the Pacific Rim are installing new
on-demand video entertainment and information systems at a rapid rate, and the
new international hotels being constructed in this region are expected to
install the most current on-demand systems available. In Europe, interactive
video systems have been installed in only a few leading hotels, and a number
of major hotel chains are beginning to convert to interactive video
technology. Some leading hotels in South Africa and Israel have free-to-guest
systems, and a number of these hotels are now converting to the Company's in-
room interactive on-demand video systems. The remainder of the rooms in Africa
and the Middle East are largely unpenetrated.     
 
                                      34
<PAGE>
 
   
  The Company targets high-growth markets outside of North America. The
following table illustrates the size and the growth of the Company's target
markets:     
 
<TABLE>     
<CAPTION>
   REGION                         TOTAL MARKET(1)      HOTELS WITH 100+ ROOMS(2)
   ------                    ------------------------- -----------------------------
                             # OF ROOMS 9-YEAR CAGR(3)  # OF ROOMS      # OF HOTELS
                             ---------- -------------- --------------  -------------
   <S>                       <C>        <C>            <C>             <C>
   Pacific Rim.............  1,700,000       7.1%             670,000          2,412
   Europe..................  5,500,000       4.0%           1,108,000          5,637
   Middle East and Africa..    600,000       3.9%             288,000          1,272
</TABLE>    
  --------
  (1) Hotel Magazine, May 1996. Includes all travel accommodations.
  (2) Central hotel database, Reed Travel Group, a division of Reed Elsevier,
      Inc.
  (3) Compound Annual Growth Rate, 1985-1994.
 
MAGINET'S OPPORTUNITIES
 
  MagiNet provides in-room interactive video entertainment and information
services to leading business and resort hotels located in underpenetrated and
underserved international markets. The Company installs integrated video
systems that allow hotel guests to order pay-per-view movies on demand.
MagiNet has recently expanded these systems into entertainment and information
gateways that offer an increasingly varied range of services, such as on-
demand billing summaries, express checkout, personalized messaging, guest
surveys and room service ordering. The Company expects to implement additional
revenue-enhancing services such as in-room casino-style gaming, advertising,
video games, financial news, Internet access and in-room shopping in selected
markets beginning in 1997. The Company believes that by continuing to partner
with leading international hotels in each of its targeted markets and
subsequently focusing on mid-market hotels in these markets, it can further
exploit its leadership position.
 
STRATEGY
 
  The Company's objective is to be the leading provider of in-room video
entertainment and information services to hotels in its target international
markets. Key elements of the Company's strategy to achieve this objective are
as follows:
   
  Expand Installed Base of Rooms. The Company, which already has the largest
number of installed on-demand video rooms in the Pacific Rim believes there is
a significant opportunity to expand its installed base of rooms in the
underpenetrated Pacific Rim, European and other target international markets
through the following three-pronged approach:     
 
  . Leverage industry leading position. The Company has entered into anchor
    contracts with leading hotels in each of its target markets and leverages
    the success of these installations to encourage installations in
    competing hotels in those markets. The Company intends to continue to
    capitalize on its strong market position by aggressively marketing the
    breadth of its programming, new interactive entertainment and information
    services and high-level of local customer service to leading business and
    resort hotels in the Company's target international markets.
     
  . Penetrate target markets directly or through acquisition. The Company has
    instituted a focused expansion plan that includes direct entry or
    acquisition in attractive existing and new markets. Historically, the
    Company has entered target markets in the Pacific Rim, Africa, and the
    Middle East directly. Prior to acquiring Prodac, the Company had
    installed a limited number of rooms in France and determined that
    acquiring Prodac represented an attractive opportunity to establish an
    immediate leading position in Europe. The Company intends to continue to
    evaluate potential acquisitions in order to further penetrate its target
    markets.     
 
  . Offer services to mid-market hotel sector. Mid-market hotels, which have
    lower room rates and fewer services than leading hotels, represent an
    opportunity for the Company to expand its installed base of
 
                                      35
<PAGE>
 
   rooms in its target markets by leveraging the reputation it has
   established with leading hotels. To date, penetration of on-demand video
   systems in mid-market hotels has been limited. The Company believes that
   mid-market hotels represent an attractive additional source of revenue.
 
  Implement New Interactive Entertainment and Information Revenue Sources. The
Company's current system provides a full range of interactive video
entertainment and information services including movies, on-demand billing
summaries, express check-out services, personalized messaging, guest surveys
and room service ordering. Currently, the Company is in the process of
enabling hotels to further maximize guest revenue and differentiate hotel
services by offering new interactive entertainment and information services,
including in-room casino-style gaming, video advertising, video games,
financial news, Internet access and in-room shopping. The Company believes
that these new services will appeal to a broader group of users than the
traditional purchaser of in-room videos and will serve to increase revenue per
installed room.
 
  Increase Revenue Per Room by Effectively Merchandising Available
Services. The Company is promoting the MagiNet brand name and awareness of the
Company's product and service offerings. A key element to the Company's
marketing strategy is to work closely with hotels to develop an effective
campaign for increasing the use of video-based services. These strategies
include in-room advertising and entertainment packages that highlight the
Company's services and feature films. The Company also assists hotels in
marketing hotel services to their guests through the Company's systems.
   
  Employ Cost-Effective, Proven Technology. The Company seeks to minimize
technology risk and rapidly incorporate technological enhancements by
licensing and purchasing cost-effective, leading-edge equipment and software
in addition to developing equipment and software in-house. Currently, the
Company utilizes the successful on-demand video technologies developed by OCV
and Guestserve. The Company has also developed its own proprietary technology
that enables its systems to operate with a number of different television
standards that exist in its target markets and to increase functionality and
reduce the cost of existing systems. The Company is continuously evaluating
new technologies to enable the provision of a wide variety of services at a
cost-effective price. For example, the Company is evaluating the use of
digital server technology to increase system capacity and allow for the
provision of additional interactive services.     
   
  Utilize Relationships with Local Partners. To facilitate the marketing,
installation and maintenance of the Company's systems in certain of its
markets, the Company has entered into joint ventures or similar arrangements
with local businesses and individuals believed by the Company to be familiar
with local customs and practices and to be otherwise advantageous to the
Company's business prospects in such markets. The Company has established such
joint ventures in South Korea, Taiwan and Thailand and expects to establish
further ventures with local partners as and when the need and opportunity
arise.     
   
  Establish Strategic Relationships. The Company establishes strategic
relationships to facilitate the introduction of new interactive entertainment
and information services. The Company has signed a license agreement with
InterGame, Ltd. to provide in-room casino-style gaming in certain countries
where such services are permitted. The Company has also entered into an
agreement with Bloomberg L.P. to distribute Bloomberg Information Television,
a 24-hour financial news program, to hotels in the Pacific Rim, Europe, South
Africa and Israel.     
       
PRODUCTS AND SERVICES
 
 Current Products and Services
 
  To date, MagiNet has focused primarily on providing in-room on-demand video
entertainment systems. The Company has recently expanded its systems into
entertainment and information gateways that offer an increasingly varied range
of services to hotel guests.
   
  On-Demand Video. The Company's video entertainment and information systems
consist of a microprocessor controlling the converter and the television in
each room, a handheld remote control and a central     
 
                                      36
<PAGE>
 
"head-end" video storage unit and system computer located elsewhere in the
hotel. The in-room unit may be integrated within, or located behind, the
television. These systems allow each hotel guest to use the remote control to
choose, at their own convenience, from a large selection of pay-per-view major
motion pictures (including new releases), independent motion pictures for
adult audiences, as well as free-to-guest broadcast, cable or satellite
programming. Generally, guests can choose from approximately 30 to 60 video
titles on-demand, depending on the size of the hotel and the capacity of the
installed system.
 
  Hotel Video Information Services. Pursuant to contracts with each individual
hotel, the Company currently offers a variety of interactive information
services, including on-demand billing summaries, express check-out services,
personalized messaging, interactive guest surveys and room service ordering,
as well as information screens to enable hotels to promote their facilities.
The Company provides these hotel services in selected languages as appropriate
for the hotel market. The Company also provides equipment and interfaces to
enable hotels to offer information services such as on-line airline schedules
and weather reports. These services allow the hotel to increase the
productivity of its staff by automating certain hotel services that would
otherwise require additional personnel.
       
 Future Products and Services
   
  The Company intends to begin implementation of a number of interactive
entertainment and information services beginning in 1997 in selected markets
in hotels using MagiNet systems. MagiNet believes these services will further
differentiate the Company from competitors and enhance revenue per installed
room.     
 
  In-room Casino-style Gaming. The Company has an exclusive, worldwide license
from InterGame, Ltd. to provide its casino-style gaming for use in the
hospitality industry. The hotel guest will be charged through standard credit
card verification, and the Company will receive a share of the net guest
losses. The initial market for this service will be certain hotels in the
Pacific Rim, and if successful the Company intends to offer this service to
hotels in countries where it is permitted by local law. The Company will enter
into arrangements with local gaming authorities as necessary.
   
  Advertising. The Company has developed its "yellow page" style iLook
advertising directory for guests in hotels utilizing the Company's systems.
The Company expects to initiate this service in Thailand in early 1997 and
later identify local partners to assist the Company in soliciting advertisers
for the system in other markets. The Company is currently working with a
marketing partner in Thailand to assist with this product offering and
believes that an agreement with such a partner can be reached on terms
favorable to the Company. There can be no assurances that such a partnership
will be established on favorable terms, if at all. The Company expects
restaurants, travel agencies, airlines, hotels in other destinations, and
local stores and general services, which an international traveler may desire,
to subscribe for this service. The Company has also developed the Welcome
Channel, currently being tested in Australia. The Welcome Channel has been
designed to accommodate 30-second commercials as well as Hollywood-studio
movie previews, corporate identity advertising and hotel promotions.     
 
  Financial News and Information. MagiNet has entered into an agreement with
Bloomberg L.P. ("Bloomberg") to distribute Bloomberg Information Television, a
24-hour financial news program, to hotels in the Pacific Rim, Europe, South
Africa and Israel. The hotel providing this service to its guests will pay the
Company a monthly per-room charge to receive this service, and MagiNet and
Bloomberg will share in the revenue received from the hotels. This service
will be provided on a free-to-guest basis.
       
  Other. The Company has under development or under discussion with potential
partners the provision of video games, in-room shopping and Internet access to
hotel guests.
 
ON-DEMAND VIDEO PROGRAMMING
   
  The Company obtains first-run motion pictures and other programming through
distribution agreements with the authorized distributors of the major movie
studios in the United States (including Columbia, HBO, MGM,     
 
                                      37
<PAGE>
 
   
Miramax, Paramount, TriStar, Twentieth Century Fox, United Artists and
Universal) and other countries, along with other studios and movie production
companies. The Company prepares monthly line-ups for video titles, arranges
the ordering and duplication of those titles and changes actual video
cassettes for new movies monthly. In recent months, the Company has been
successful in acquiring major theatrical films from European sources,
enhancing its capability to serve various hotel clientele. The Company obtains
French, German, Japanese, Chinese, Thai and Korean language programming from
distributors in those countries, and plans to establish similar arrangements
with additional local suppliers.     
   
  The Company has separate distribution agreements in place with major film
distributors. The distribution agreements relating to first-run motion
pictures generally provide for a specified license period and percentage of
revenue of each motion picture, with the studio receiving a percentage
generally ranging from 30% to 45% of the Company's gross revenue from a major
motion picture. For recently released motion pictures, the Company typically
obtains rights to exhibit the picture in a specific country after the motion
picture has been released in theaters in that country, but prior to its
release to the video rental market or exhibition on cable television in that
country.     
   
  In addition to first-run motion pictures, most of the Company's
installations also offer programming independent of the major motion picture
studios originating in the United States, Europe and the Pacific Rim,
including titles considered appropriate for adult audiences only. Access to
such titles may be blocked from either the front desk or in-room remote
control. The Company typically obtains such programming for a one-time fee,
with no ongoing royalty obligation. Such films provide higher operating
margins because of the relatively low acquisition cost. For the nine months
ended September 30, 1996, such programming accounted for approximately 64% of
the Company's revenue.     
 
INSTALLED BASE AND BACKLOG
   
  MagiNet's installed base consists of rooms installed in hotels that have
signed exclusive five-to-seven year contracts for the Company to provide hotel
guests with MagiNet's interactive entertainment and information services. The
Company's backlog consists of rooms not yet installed with the Company's
systems at hotels that have signed such contracts or, in Japan, have signed a
memorandum of understanding. The Company does not include in backlog the rooms
in individual hotels within hotel chains that have signed master contracts
with the Company until the Company executes a contract with an individual
hotel in that chain.     
   
  The Company's installed base of rooms and backlog as of September 30, 1996
are set forth below:     
 
<TABLE>     
<CAPTION>
                                            ROOMS INSTALLED        BACKLOG
                                           ------------------ ------------------
   COUNTRY                                 ROOMS  # OF HOTELS ROOMS  # OF HOTELS
   -------                                 ------ ----------- ------ -----------
   <S>                                     <C>    <C>         <C>    <C>
   Australia..............................  7,935      33      2,906       9
   France.................................    384       1         --      --
   Guam/Saipan............................  4,310      14         --      --
   Hong Kong..............................  4,635       9      1,049       2
   Israel.................................  3,090      11      2,326       5
   Japan..................................  6,732      18      1,987       6
   New Zealand............................  1,794       7        275       1
   The Philippines........................     --      --      1,767       4
   Singapore..............................  3,115       6      1,578       2
   South Africa...........................  4,603      17      2,183      11
   South Korea............................  5,916      11      1,015       3
   Taiwan.................................  5,132      13        332       1
   Thailand............................... 11,883      29      1,365       2
                                           ------     ---     ------     ---
   Total.................................. 59,529     169     16,783      46
                                           ======     ===     ======     ===
</TABLE>    
 
 
                                      38
<PAGE>
 
SALES, DISTRIBUTION AND MARKETING
   
  The Company currently targets leading hotels generally in excess of 100
rooms in the Pacific Rim, Europe, the Middle East and Africa. The Company
markets its system as requiring no capital investment by the hotel and then
pays the hotel a monthly commission based on gross revenue derived from its
interactive video entertainment and information services. Except in smaller
markets, where the Company utilizes local distributors or representatives, the
Company markets its products through controlled subsidiaries located in each
market and generally uses its own personnel to supervise installation and
provide maintenance services. The Company currently maintains offices and
personnel in the metropolitan areas of Auckland, Bangkok, Hong Kong,
Johannesburg, Seoul, Singapore, Sydney, Taipei, Tel Aviv and Tokyo. The
Company's worldwide headquarters in Sunnyvale, California provides strategic
direction, management, finance and accounting, and research and development,
as well as support for the local offices in programming, marketing, sales,
installations and maintenance.     
   
  The Company provides service for its installed systems. Pursuant to an
exclusive five-to-seven year contract, the Company installs at its own cost
its system in the hotel and retains ownership of, and responsibility for, all
equipment utilized in providing interactive entertainment and information
services. Traditionally, the hotel provides and owns the televisions. The
Company undertakes a significant investment when it installs its system in a
hotel, sometimes requiring significant changes to be made to the hotel's
master antenna television system. The Company's contract with each hotel
provides that the Company will be the exclusive provider of interactive
entertainment and information services to hotel guests and generally permits
the Company to set the price for each pay-per-view event. The hotels collect
viewing charges from their guests and retain a commission equal to a
percentage of the total pay-per-view revenue. Some contracts also require the
Company to upgrade its system to the extent that new technologies and features
are introduced during the term of the contract. Based upon contracts entered
into as of September 30, 1996, contracts for approximately 5% of the Company's
installed rooms expire on or before December 31, 1998, 17% of the Company's
installed rooms expire during 1999 and 24% of the Company's installed rooms
expire during 2000.     
   
  The Company has signed master contracts with Hyatt International-Asia
Pacific Limited, Hyatt International (Europe Africa Middle East) Ltd.,
Shangri-La and the Southern Pacific Hotel Corporation. These master contracts
establish the Company as a preferred vendor of certain of MagiNet's
interactive entertainment and information systems and services without
guaranteeing any commitments from individual hotels within the chain. The
Company must sign agreements with individual hotels within the chain to
install its systems in such hotels. The Company also has individual hotel
contracts with other hotels within recognized chains with which the Company
does not have master contracts such as the Hilton International, Inter-
Continental, Mandarin Oriental, Marriott, Okura, Regent/Four Seasons, Sheraton
and Westin.     
 
  The Company is currently developing additional marketing strategies and
obtaining and analyzing market data to promote the MagiNet brand name and the
awareness of the Company's product and service offerings. A key element of the
Company's marketing strategy is to work closely with the hotels to develop an
effective campaign for increasing the use of video-based services. These
strategies include in-room advertising and entertainment packages that
highlight the Company's services and feature films. The Company also assists
the hotels in marketing hotel services to their guests through the Company's
systems.
 
REGIONAL AND STRATEGIC RELATIONSHIPS
 
 Local Partners
   
  The Company's markets reflect a variety of different business cultures and
legal environments. To facilitate the marketing, installation and maintenance
of the Company's systems in certain of its markets, the Company has entered
into joint ventures or similar arrangements with local businesses and
individuals believed by the Company to be familiar with local customs and
practices and to be otherwise advantageous to the Company's business prospects
in such markets. The Company has established such joint ventures in South
Korea, Taiwan     
 
                                      39
<PAGE>
 
and Thailand, and expects to establish further ventures with local partners as
and when the need and opportunity arise.
 
  In Australia, Hong Kong, Israel, New Zealand, Singapore and South Africa,
the Company operates through its local country subsidiaries and provides
sales, installation, service and maintenance through its own local employees
and independent contractors. The Company believes that the existing
familiarity its local employees and independent contractors have with the
business cultures of these countries will enable the Company to further
penetrate these markets successfully without the assistance of a joint venture
or similar arrangement.
 
 Distributors and Representatives
 
  The Company installs and services hotels in Guam and Saipan through one
distributor and one representative. In addition, the Company has retained a
distributor to install and service the Company's Guestserve-based systems in
Malaysia, Singapore, Indonesia and Brunei. The representative installs and
services systems owned by the Company, in exchange for a monthly fee and a
percentage of revenue. The distributors purchase, install and service the
systems and pay the Company a royalty based on rooms installed or revenue.
 
 Strategic Relationships
 
  On Command Video. Pursuant to a Technology License Agreement dated April 15,
1992 (the "OCV License"), OCV has granted the Company an exclusive,
transferable license in 30 countries outside North America to manufacture,
modify, market and sell products incorporating OCV's proprietary technology.
Following an initial term of 10 years, the OCV License is automatically
renewable for an indefinite number of five-year periods. Although the Company
is not required to use OCV technology, it is currently incorporated into most
of the Company's installed systems. Pursuant to the OCV License, the Company
pays OCV royalties based on the Company's revenue derived from OCV patented
technology. The Company has paid OCV, in advance, a license fee that is
credited against its future royalty obligation under the OCV License. These
prepaid royalties are expected to be fully amortized before December 1996, at
which time the Company will begin to incur a monthly cash payment in order to
fulfill its continuing royalty obligations to OCV.
 
  Guestserve. Pursuant to a Technology License Agreement dated December 20,
1995 (the "Guestserve License"), Guestserve has granted the Company a
transferable license to manufacture, modify, market and sell products
incorporating Guestserve's technology in all countries outside of North
America. The Guestserve License is exclusive for the hospitality industry and
non-exclusive for apartments serviced by hospitality providers. Following an
initial term of 10 years, the Guestserve License is automatically renewable
for an indefinite number of five-year periods. Guestserve has granted the
Company a license to future technological improvements along with the right to
purchase hardware on favorable terms, and the Company has granted Guestserve a
license to all technological improvements to the Guestserve system engineered
by the Company. Pursuant to the Guestserve License, the Company pays
Guestserve royalties, payable in installments upon the Company's acceptance of
specified Guestserve technology and on a per-room basis. The royalties are
capped and payable over a seven-year period.
 
  InterGame, Ltd. The Company has entered into an agreement (the "InterGame
Agreement"), effective as of July 8, 1996, with InterGame, Ltd. ("InterGame"),
a company engaged in designing, implementing and operating electronic video
gaming programs for use with interactive PC and other platform-based systems.
Pursuant to the InterGame Agreement, InterGame will deliver its network
systems and software to MagiNet, develop an interface for the system to
operate on MagiNet's interactive video systems, and grant to MagiNet an
exclusive worldwide license to provide in-room casino-style gaming in hotels,
as permitted by law. The Company will bear the capital costs of the equipment
necessary to deliver the gaming services, and net revenue from the operation
of the system (after certain payments are made) is to be divided between the
Company and InterGame. MagiNet has exclusivity for the hospitality industry
with respect to the technology, provided certain installation milestones are
achieved. The InterGame Agreement will remain in force until July 8, 2001, and
thereafter is automatically renewable for an indefinite number of one-year
periods. To the extent the Company
 
                                      40
<PAGE>
 
engages third parties to assist the Company in installing and operating the
casino-style gaming systems, the Company may share with such parties a
percentage of the revenue from the system.
       
  Bloomberg. The Company has entered into an agreement dated as of October 3,
1996 with Bloomberg to distribute Bloomberg Information Television, a 24-hour
financial news program, to hotels in the Pacific Rim, Europe, South Africa and
Israel. The Company will sell the service to the hotels for a monthly per-room
fee to be divided between the Company and Bloomberg. Pursuant to this
agreement, MagiNet will provide the Bloomberg service on a free-to-guest
basis. MagiNet may, subject to the consent of Bloomberg, offer to install a
Bloomberg terminal in a hotel's business center or a concierge floor, subject
to certain conditions.
 
MANUFACTURING
   
  Although under its technology agreements with OCV and Guestserve, the
Company has the right to manufacture the components and sub-assemblies of its
systems, the Company currently subcontracts the manufacture of such systems
including head-ends, converters and remote controls. The Company's remote
controls for the OCV-based systems are manufactured by one company in Hong
Kong, the remote controls for the Guestserve-based systems are manufactured by
one company in China and the Company's converters are manufactured by three
companies, one in each of Taiwan, Japan and Singapore. The OCV-based head-ends
are currently available solely from OCV, and the Guestserve-based head-ends
are available solely from Guestserve. OCV is a majority-owned subsidiary of
Ascent Entertainment Group, Inc., which recently acquired the assets of
SpectraVision, a competitor of the Company in the Pacific Rim. MagiNet
believes that similar contract manufacturing can be obtained from other
vendors, including those located in the Pacific Rim, although no assurance can
be given that such manufacturing resources will continue to be available on
reasonable terms, or at all. The Company will pursue such alternative
manufacturing arrangements when and if it appears likely that significant cost
savings or quality improvements can be achieved. At present, the Company has
no plans for alternative sourcing of its systems or major system sub-
assemblies.     
 
  The Company has experienced delays in receiving converters for installations
planned for the Guestserve-based systems, and these delays caused an
approximately three-to-four month delay in installing certain hotels. Delays
in receiving products could delay a large number of planned room
installations. There can be no assurance that the Company will not face such
difficulties or delays in the future. An inability of the Company to obtain
sole-sourced or other components in a timely manner could significantly delay
installations of systems, which could have a material adverse effect on the
Company's business, financial condition and results of operations. In
addition, any increase in cost to manufacture the system components from
existing or alternative sources could have a material adverse effect on the
Company's business, financial condition and results of operations.
       
       
MAINTENANCE AND SUPPORT
   
  The Company believes that high quality and consistent systems support and
maintenance are essential to competitive success in its industry. As of
September 30, 1996, the Company's installation and service organization
consisted of 49 installation and service personnel in 11 countries. The
Company emphasizes the use of Company-employed installation and service
personnel but also uses Company-supervised subcontractors in areas where there
is not a sufficient concentration of systems to warrant a full-time
installation and service representative. Currently, the Company's in-house
service organization is responsible for a substantial majority of the
Company's installed base of rooms. Installation and service personnel are
responsible for systems maintenance and distribution and collection of video
cassettes. In addition, the Company's installation employees prepare site
surveys to determine the type of equipment to be installed at each particular
hotel, install the Company's systems or supervise third-party installers,
train the hotel staff and perform quality auditing in each country.     
 
  MagiNet receives on-line data daily through modem connections to its
systems, enabling the Company to track the status of all of its installed
systems. The on-line diagnostic capability of the Company's systems enable
 
                                      41
<PAGE>
 
MagiNet to identify and resolve a number of the reported system malfunctions
from the Company's service control center without visiting the hotel property.
When a service visit is required, the modular design of the Company's systems
permits installation and service personnel to replace defective components at
the hotel site. The Company generally maintains a fully-trained technical
support staff in each country, which is available on a 24 hour-a-day basis.
The Company also maintains a toll-free technical support line at its
headquarters, used by country service personnel.
       
COMPETITION
 
  The Company competes with a number of companies that specialize in providing
in-room video services, and such competitors may have greater financial,
technical, sales and marketing resources to devote to the development,
promotion and sale of their products, and may have longer operating histories,
greater name recognition and greater market acceptance for their products and
services compared to those of the Company. The Company could also face
competition in the future from existing and emerging cable, direct broadcast
satellite and other communications companies providing entertainment and other
in-room services to hotels and hotel guests.
   
  The Company's primary competitors in the on-demand video systems market are
SpectraVision, Movielink and LodgeNet. SpectraVision was one of the earliest
entrants into the hotel entertainment market, and has developed its
GuestChoice technology, which allows guests to choose movies to watch on
demand. The Company believes that SpectraVision has approximately 8,000 rooms
installed with on-demand video systems outside of North America. Movielink, a
privately-held Australian company, represents the Company's primary
competition in the Pacific Rim. Movielink, which recently introduced an on-
demand system, has a large base of free-to-guest customers in Australia and in
Singapore and has a small number of installations in Hong Kong and Thailand.
The Company estimates that Movielink has approximately 10,000 rooms installed
with on-demand video systems. Although LodgeNet markets its systems primarily
in the United States, it has recently entered certain of the Company's
markets.     
 
  The Company also experiences separate competition in certain specific
countries. For example, in Japan certain large international corporations,
such as Toshiba Corporation, Pioneer Electronic Corp., Hitachi, Ltd. and
Matsushita Electric Industrial Co., Ltd., which supply the Japanese
hospitality industry with master antenna television systems, sometimes offer a
scheduled broadcast, pay-per-view movie capability. In addition, Gosoh, Ltd.
competes in Hong Kong with a scheduled broadcast, pay-per-view system.
   
  In Europe, the Company faces competition from EMI, VMS and Granada. Granada
has a supply agreement with Prodac pursuant to which Prodac must supply
Granada with Prodac's on-demand video systems. The Company may be precluded
from competing in the United Kingdom and Ireland by a non-competition
provision in an asset sale agreement executed by Prodac in connection with
Prodac's sale of its U.K. operations to UKCEL, a division of Granada.     
 
  The Company's ability to compete successfully depends on many factors,
including the success of competitors' systems and services, the ability to
interface directly with hotel property management systems, the ability to
provide appropriate programming for an international audience, the ability to
obtain leading hotel contracts and name recognition among hotels, the quality
of its programming and services, the reliability of its systems, general
economic conditions and protection of Company and third-party licensor
products by effective utilization of intellectual property laws. In
particular, competitive pressures from existing or new competitors who offer
lower prices or other incentives or introduce new systems could result in
price reductions which would adversely affect the Company's profitability.
There can be no assurance that the Company's current or other new competitors
will not develop enhancements to, or future generations of, competitive
systems and services that offer superior price or performance features, that
the Company will be able to compete successfully in the future or that the
Company will not be required to incur substantial additional investment costs
in connection with its development, marketing and customer service efforts in
order to meet any competitive threat. The Company expects competition in its
markets to intensify.
 
                                      42
<PAGE>
 
TECHNOLOGY AND PROPRIETARY RIGHTS
 
  The patents to the basic architecture of the Company's system are held by
the Company's licensors in the United States and corresponding patent
applications for the OCV technology have been filed in Japan, the United
Kingdom and under the European Patent Cooperation Treaty. The Company has
engineered further improvements to the system to increase its cost-efficiency
and flexibility. Hardware enhancements to the system include engineering new
single-channel modulators, compatibility with television standards in other
countries, and a universal television controller/interface to reduce the need
for custom interfaces. The Company has also designed equipment to be
compatible with the eight different television standards, frequency plans and
AC voltage requirements for each of the countries served. Software
enhancements include foreign language prompts and menus, hotel information
services and hotel maintenance programs, as well as simplified systems
configuration and management. OCV has incorporated certain of the Company's
enhancements in its system installations in the United States.
   
  MagiNet's success and ability to compete is dependent in part upon its own
proprietary technology. The Company relies primarily on a combination of
patent, copyright and trademark laws, trade secrets, software security
measures and nondisclosure agreements to protect its proprietary technology.
There can be no assurance, however, that such protection will be adequate to
deter misappropriation of or deter unauthorized third parties from copying
aspects of, or otherwise obtaining and using, the Company's proprietary
technology. Moreover, the Company licenses from OCV and Guestserve the right
to install and operate on-demand video systems incorporating proprietary
technology of such companies. If for any reason the Company's rights, under
its Guestserve or OCV license agreements or otherwise, were to be successfully
challenged by these or other companies, the Company's business, financial
condition and results of operations could be materially adversely affected. As
a result of the acquisition of Prodac, the Company has obtained Prodac's
technologies and technologies under development including digital server
technology related to Prodac's Videoquest product and Prodac's television-
enabled personal computer technology, all of which will become part of the
Company's proprietary rights. The laws of some foreign countries do not
protect the Company's proprietary technology to the same extent as do the laws
of the United States. There can be no assurance that third parties will not
claim infringement by the Company with respect to Prodac's or MagiNet's
proprietary technology. The loss or the inability of the Company to maintain
any of the Company's licenses could result in delays or reductions in system
installations until equivalent technology could be identified, tested,
licensed and integrated. Any such delays or reductions in installations would
materially adversely affect the Company's business, financial condition and
results of operations. Furthermore, there can be no assurance that any
confidentiality agreements between the Company and its employees or any
agreements with third parties will provide meaningful protection for the
Company's proprietary information or the technology licensed from others in
the event of any unauthorized use or disclosure of such proprietary
information. A substantial amount of the Company's sales are in international
markets, and the laws of the other countries may afford the Company little or
no effective protection of its intellectual property or the intellectual
property of its licensors.     
   
  While MagiNet believes that its products and trademarks do not infringe upon
the proprietary rights of third parties, there can be no assurance that the
Company will not receive future communication from third parties asserting
that the Company's products infringe, or may infringe, on the proprietary
rights of third parties. The Company's trademark registration of the name
"MagiNet" has been initially refused by the U.S. Patent and Trademark Office
as likely to be confused with "ImagiNet," a mark for which a prior application
was made, if "ImagiNet" is ultimately registered. The registration of ImagiNet
is being opposed by three parties. In addition, the right to use the name
"Prodac" in the United Kingdom was transferred to UKCEL in connection with the
sale by Prodac of its operation in the United Kingdom. Any infringement
claims, with or without merit, could be time consuming, result in costly
litigation and diversion of technical and management personnel and require the
Company to develop non-infringing technology, enter into royalty or licensing
agreements or cease the marketing or use of certain products, any of which
could have a material adverse effect on the Company's business, financial
condition and results of operations. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all.
    
                                      43
<PAGE>
 
       
EMPLOYEES
   
  As of September 30, 1996, the Company had 178 employees, of which 114 were
located in offices in the Company's local markets. The Company believes its
relationships with its employees are good.     
       
FACILITIES
 
  The Company's administrative, sales, marketing and product development
headquarters are located in Sunnyvale, California, where the Company leases
approximately 28,000 square feet under a lease expiring in March 1997. The
Company anticipates that it will be necessary to obtain a larger facility upon
the termination of its headquarters lease but believes that suitable
additional or substitute facilities will be available in the future as needed
on commercially reasonable terms. The Company also leases office space in the
metropolitan areas of Bangkok, Hong Kong, Johannesburg, Seoul, Singapore,
Sydney, Taipei, Tel Aviv and Tokyo.
 
                                      44
<PAGE>
 
                             
                          ACQUISITION OF PRODAC     
   
BUSINESS OF PRODAC     
   
  Prodac is one of the leading suppliers of video entertainment and
information services in Europe. Prodac develops, manufactures and installs
proprietary on-demand video and scheduled broadcast systems which allow guests
to order pay-per-view movies and which provide other interactive services. As
of September 30, 1996, Prodac served 242 hotels with approximately 43,657
rooms, the majority of which were located in Germany, and had a contracted
backlog of 10,316 rooms. Approximately 87% of Prodac's installations and 70%
of its backlog are scheduled broadcast with the balance representing
installations and backlog of Prodac's Videoquest on-demand system.     
   
  The Company believes that the acquisition of Prodac will provide important
competitive and strategic advantages. The Prodac acquisition will
substantially expand the geographic scope of the Company's operations and
establish the Company as an industry leader in Europe. The Company intends to
leverage Prodac's relationships with leading hotels to expand the Company's
installed base of rooms. The increase in the Company's installed base of rooms
may also further the Company's ability to acquire programming on more
favorable terms. In addition, Prodac has developed and implemented a
proprietary on-demand video system technology, which the Company intends to
evaluate for use in its systems.     
   
  Prodac develops, manufactures and installs a scheduled broadcast system as
well as its proprietary Videoquest on-demand system. Prodac's systems consist
of a TCM integrated into the television set, a hand-held remote and a central
"head-end" video storage unit. The scheduled systems provide up to eight
movies available at scheduled intervals for a daily flat fee. Prodac's
Videoquest on-demand video system allows hotel guests to choose, at their
convenience, from a selection of up to 16 movies. In addition, Prodac's
systems offer video and informational services such as guest checkout, in-room
billing, room service, mini-bar charging and room status.     
   
  Prodac manufactures its video equipment at its facility in Cologne, Germany.
The manufacturing process involves the integration of Prodac-produced
components with commercially-sourced parts such as modulators, video players,
racks and wiring. Certain of these components are currently available from
single or limited supply sources. Prodac estimates that it would require three
to six months to find and integrate suitable alternative components in the
event existing sources proved to be unavailable. Although Prodac has not
experienced any difficulty obtaining such components to date, there can be no
assurance that Prodac will not face shortages of one or more necessary
components in the future. Any failure to obtain components on a timely basis
could delay shipments of Prodac's equipment and could have a material adverse
effect on the Company's business, financial condition and results of
operations. Prodac believes that its maximum production capacity under its two
shift system is approximately 30 systems per month.     
   
  For the last four years, Prodac has had a manufacturing relationship with
Philips N.V. pursuant to which Philips integrates Prodac's TCM into Philips
television sets. Philips delivers the integrated television sets either
directly to the hotel for installation or to Prodac. In addition, Philips'
leasing subsidiary has provided a significant portion of Prodac's equipment
lease financing. The arrangement with Philips is the only arrangement Prodac
has established for the production of the TCM-equipped televisions that Prodac
sells to hotels. Any disruption of the supply of components for the TCMs or
disruption in Philips' manufacturing process could have a material adverse
effect on the Company's business, financial condition and results of
operations.     
   
  In addition to installing its systems in hotels, Prodac sells its video
systems and components to other in-room video service providers and
occasionally enters into film supply agreements with hotels and hotel chains.
In connection with the sale of its United Kingdom operating assets, Prodac
entered into a supply agreement to supply its Videoquest system to UKCEL and
licensed certain software to UKCEL. Pursuant to the supply agreement, Prodac
agreed to supply such quantities of Prodac's Videoquest system as UKCEL may
order from time to time for a period of three years and to supply parts for a
period of seven years thereafter.     
 
 
                                      45
<PAGE>
 
   
  Prodac obtains first-run motion pictures and other programming through a
distribution agreement with the authorized distributor of certain major movie
studios in the United States, including MGM, United Artists and Universal, in
addition to other independent studios and movie production companies. Prodac
prepares monthly line-ups for video titles at its hotels, arranges the
ordering and duplication of those titles and changes actual video cassettes
for new movies monthly. Prodac obtains English, French, German, Greek and
Spanish language programming. Typically, Prodac broadcasts movies in English
and the language of the country in which the hotel is located.     
   
  The distribution agreements relating to first-run motion pictures generally
provide for a specified license period and percentage of revenue of each
motion picture, with the studio receiving a percentage generally ranging from
30% to 45% of Prodac's gross revenue from such motion picture. In addition to
first-run motion pictures, all of Prodac's installations also offer
programming independent of the major movie studios, including titles
considered appropriate for adult audiences only. Such programming is typically
obtained for a comparatively small flat-rate fee based on the number of rooms
served. For the nine months ended September 30, 1996, such independent
programming accounted for approximately 46% of Prodac's total revenues, which
includes revenues generated from film rentals, system sales and film
programming arrangements.     
   
  Prodac targets leading hotels generally in excess of 100 rooms in Europe. As
of September 30, 1996, Prodac had room installations in Albania, Austria,
Belgium, France, Germany, Greece, Luxembourg, the Netherlands and Spain. A
substantial majority of Prodac's rooms are located in Germany. Prodac's
installed base of rooms consists of rooms installed in hotels that have signed
exclusive contracts with Prodac for a fixed term of five to ten years, with
the typical contract providing for a seven year term. Based upon contracts
entered into as of September 30, 1996, contracts for approximately 7% of
Prodac's installed base of rooms expire on or before December 31, 1997, 5% of
the Company's installed rooms expire during 1998, 7% during 1999 and 7% during
2000.     
   
  Prodac has also entered master hotel agreements with certain large hotel
chains in Europe, including Dorint AG, Maritim Hotel GmbH and Novotel
Hoteltriebs GmbH. These master contracts establish Prodac as a preferred
vendor of Prodac's scheduled broadcast or Videoquest entertainment systems
without guaranteeing any commitments from individual hotels within the chain.
Prodac must sign agreements with individual hotels within the chain to install
its systems in such hotels. Prodac also has individual contracts within
recognized chains with which it does not have master contracts, including
Holiday Inns, Hotel Sofitel and Sheraton International.     
   
  Prodac manufactures, sells, markets and installs its products directly
through most of Europe using Prodac personnel. In Austria, Prodac operates
through a wholly-owned subsidiary. Hotel employees or local maintenance
contractors specifically trained by Prodac perform routine maintenance and
repairs. Because Prodac's TCM is integrated with the television set, local
maintenance personnel are able to remove the module, when necessary, and
return it to Prodac's Cologne manufacturing facility for repairs.     
       
          
  As of September 30, 1996, Prodac had 97 employees, 35 of which served in
operations, 9 of which served in engineering, 25 of which served in sales,
marketing and administrative positions and 28 of which served in manufacturing
positions. Prodac's employees have established a workers' council, which
represents the employees for purposes of negotiating certain terms and
conditions of employment. In addition, certain of Prodac's employees are
members of trade unions. Although Prodac has not experienced any labor
problems to date and believes its relations with employees to be good, any
future failure to reach agreements with its employees or their representatives
could result in a work stoppage at Prodac, which could have a material adverse
effect on the Company's business, financial condition and results of
operations.     
          
  Prodac's administrative, sales, marketing and product development
headquarters are located in Cologne, Germany, where Prodac leases
approximately 41,010 square feet under a lease expiring in December 2008. The
lessor of such space is a civil law partnership consisting of the two
shareholders of Prodac and their wives. See "Certain Transactions." Prodac
also leases space in Milton Keynes, England under a real property lease
expiring in 2001. The annual rent under the lease is (Pounds)5,000. Prodac
intends to continue payments under the lease through     
 
                                      46
<PAGE>
 
   
December 31, 1996 at which time UKCEL will determine whether it wishes to
sublet or seek an assignment of the lease. If UKCEL determines not to lease
the space, Prodac will seek a sublessee or assignee.     
   
TERMS OF ACQUISITION     
   
  On November 6, 1996, the Company entered into the Acquisition Agreement to
acquire all of the Prodac Shares from Heinrich R. Wirt and Reiner Kaesbach,
Prodac's founders and sole shareholders (the "Prodac Founders"). The
Acquisition Agreement provides that the transfer of the Prodac Shares from the
Prodac Founders to MagiNet GmbH, the Company's German subsidiary, will become
effective upon the Company's delivery of acquisition consideration consisting
of cash and MagiNet Common Stock with an aggregate value of DM 25 million.
Pursuant to the Acquisition Agreement, the Company is obligated to deliver to
the Prodac Founders within ten days of the closing of the Offerings cash in
the amount of DM 20 million (plus interest at the rate of 6% per annum from
November 6, 1996 through the date of the payment of the acquisition
consideration) and the aggregate number of shares of MagiNet Common Stock that
DM 5 million would purchase at a per share purchase price equal to the initial
public offering price, discounted by ten percent. The relevant exchange rates
will be determined according to the official middle rate of exchange between
the Deutsche Mark and the U.S. Dollar on the Frankfurt am Main exchange on the
closing date of the Offerings. Assuming an initial public offering price of
$13.00 and an estimated exchange rate of 1.525 DM per U.S. Dollar (the
applicable exchange rate at the close of trading in New York on September 30,
1996), MagiNet would be obligated to pay approximately $13.1 million in cash
and deliver approximately 280,230 shares of MagiNet Common Stock to the Prodac
Founders. The cash consideration for the acquisition is payable in Deutsche
Marks, however, and the number of shares of Common Stock issuable to the
Prodac Founders is dependent on applicable exchange rates at the time of the
closing of the Offerings. Any increase in the value of the Deutsche Mark
relative to the U.S. Dollar would increase the Company's U.S. Dollar cash
obligation to the Prodac Founders and would increase the number of shares of
Common Stock issuable in connection with the acquisition.     
   
  In addition to the consideration deliverable in connection with the closing
of the Offerings, in the event that Prodac achieves certain financial
milestones in its fiscal years 1997, 1998 and 1999, the Prodac Founders will
be entitled to receive additional consideration of DM 5 million for each year
in which such milestones are achieved. The milestones relate to new room
installations, average monthly revenue per room, operating costs and per-room
installation costs. Such additional consideration will be payable on the date
on which the financial audit results for the relevant fiscal year are first
published in a combination of cash and MagiNet Common Stock based on the fair
market value of MagiNet Common Stock and the exchange rate between the
Deutsche Mark and the U.S. Dollar in Frankfurt trading on the payment date.
       
  The Acquisition Agreement also provides that the Prodac Founders will be
permitted to pay themselves an aggregate of DM 600,000 (approximately
$393,000) from the retained earnings of Prodac, calculated based on German
GAAP. In addition, in the event the Offerings have not closed on or prior to
December 31, 1996, the Prodac Founders will be entitled to receive an
additional cash payment equal to all retained earnings in excess of such DM
600,000, calculated under German GAAP, as of December 31, 1996. As of
September 30, 1996, Prodac's retained earnings, calculated on a German GAAP
basis, totalled approximately DM 2,000,000 (approximately $1,300,000), which
will be adjusted for the quarter ending December 31, 1996.     
   
  In connection with the acquisition, MagiNet has agreed to assume from the
Prodac Founders certain guarantees of Prodac indebtedness provided by the
Prodac Founders in an aggregate amount of DM 4.6 million and to repay certain
loan obligations of Prodac owed to the Prodac Founders in the amount of DM
130,000. Pursuant to the Acquisition Agreement, the Company is obligated to
appoint one of the Prodac Founders to its Board of Directors immediately after
the effectiveness of the transfer of the Prodac Shares and for so long as the
Prodac Founders collectively hold 1% or more of the Company's outstanding
Common Stock. The Company expects that Mr. Kaesbach will become a member of
its Board of Directors following the Offerings. See "Management" and "Certain
Transactions."     
 
 
                                      47
<PAGE>
 
   
  In connection with the Prodac acquisition, each of the Prodac Founders has
entered into an employment agreement with Prodac that will become effective
upon the Company's payment of the initial acquisition consideration. Pursuant
to the employment agreements, each of the Prodac Founders will be entitled to
an annual base salary of DM 338,000 (approximately $222,000). In addition,
each of the Prodac Founders is eligible to receive a yearly bonus of up to DM
101,400 (approximately $66,492) if certain business targets are achieved.
After December 31, 1999, either of the Prodac Founders may terminate their
respective agreement with six months prior notice. Prior to December 31, 1999,
the Company may terminate the agreements in any event for cause and on three
months prior notice in the event that certain minimum financial targets are
not achieved.     
   
  As employees of Prodac, each of the Prodac Founders will be granted, at the
time of the effectiveness of the transfer of the Prodac Shares, an option to
acquire 150,000 shares of MagiNet Common Stock at an exercise price per share
of $8.00. The option will be issued pursuant to the Company's 1992 Key
Personnel Stock Option Plan, will have a five year term, and will be subject
to vesting over four years with 25% of the shares vesting one year after the
date of grant and the remaining shares vesting ratably over the succeeding 36
months.     
   
  MagiNet GmbH will assume Prodac's obligations under a 15-year lease for
certain real property owned by a civil law partnership consisting of the
Prodac Founders and their wives. The lease relates to Prodac's office and
manufacturing facilities in Cologne, Germany. The lease agreement provides for
monthly rental payments of DM 79,000 (approximately $52,000), subject to
inflation adjustments, and terminates in December 2008. See "Certain
Transactions."     
   
  In October 1996, Prodac sold its business operations in the United Kingdom,
consisting of approximately 6,700 installed rooms operated by Prodac's English
operating subsidiary, to UK Consumer Electronics Limited ("UKCEL"), a
subsidiary of Granada Group Plc, a competitor of the Company. In connection
with the asset sale, Prodac entered a supply agreement pursuant to which it
agreed to supply UKCEL with its requirements of Prodac's interactive video
system, Videoquest, for a period of three years, and to continue to supply
parts for seven years thereafter. In addition, Prodac agreed that it would not
compete with UKCEL in the United Kingdom or Ireland for a period of three
years from the date of the asset sale. Pursuant to a master hotel contract
with Hyatt International (Europe Africa Middle East) Ltd., the Company is
obligated to install Guestserve systems in Hyatt hotels in the United Kingdom
and plans to perform such obligations through either a U.K. operating
subsidiary or a U.S. subsidiary which is the contracting party to the
Guestserve license agreement. In the United Kingdom and Ireland, the Company
may be precluded from entering these markets by a non-competition provision in
an asset sale agreement executed by Prodac in connection with Prodac's sale of
its U.K. operations to UKCEL.     
 
                                      48
<PAGE>
 
                                  MANAGEMENT
 
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
   
  The following table sets forth certain information concerning the directors,
executive officers and certain other key employees of the Company.     
 
<TABLE>   
<CAPTION>
         NAME             AGE                               POSITION
         ----             ---                               --------
<S>                       <C> <C>
Kenneth B. Hamlet.......   52 Chairman of the Board, President and Chief Executive Officer
Robert R. Creager.......   51 Founder, Executive Vice President, Corporate Development and Director
James A. Barth..........   53 Executive Vice President, Chief Financial Officer and Secretary
Gordon E. (Ned) Druehl,
 Jr. ...................   54 Executive Vice President and Chief Operating Officer
Pang T. Ho, Ph.D........   51 Vice President of Engineering
Reiner Kaesbach(1)......   45 Director and Managing Director of Prodac GmbH
Stuart J. Ellman(2)(3)..   30 Director
Michael D. Granoff(2)...   38 Director
Michael Ramsay(3).......   44 Director
James D. Robinson
 IV(3)..................   34 Director
</TABLE>    
- --------
   
(1) Mr. Kaesbach is expected to become a director of the Company following the
    Offerings upon payment of the acquisition consideration for Prodac.     
   
(2)Member of the Audit Committee.     
   
(3)Member of the Compensation Committee.     
 
  Kenneth B. Hamlet has served as the Company's President and Chief Executive
Officer and as a member of its Board of Directors since January 1996 and as
Chairman of the Board since September 1996. Between 1991 and 1995, Mr. Hamlet
was Chairman and Chief Executive Officer of Hamlet & Associates, a private
investment banking and consulting firm. During such period, Mr. Hamlet
provided management consulting services to a number of companies, including
serving as Chairman and Chief Executive Officer of Caretenders Healthcorp, a
health care company, and Executive Vice President of NTN Communications, Inc.,
a telecommunications equipment company. From March 1984 to January 1991, Mr.
Hamlet served as President and Chief Executive Officer for Holiday Inns, Inc.,
a wholly-owned subsidiary of Holiday Corporation that owned, operated and
franchised 1,750 hotels worldwide. From 1975 to 1984, Mr. Hamlet served in
numerous executive capacities within Holiday Inns, Inc. Mr. Hamlet holds a
B.S. in hotel administration from the Cornell University School of Hotel
Administration.
 
  Robert R. Creager founded the Company and has served as Executive Vice
President, Corporate Development, since September 1996 and as a member of the
Company's Board of Directors since the Company's inception. From January 1996
to September 1996, Mr. Creager served as the Company's Chairman of the Board.
From July 1991 to January 1996, Mr. Creager served as President and Chief
Executive Officer of the Company. From 1988 to 1990, Mr. Creager was Vice
President, Corporate Development, and General Counsel of Arix Corporation, a
UNIX minicomputer manufacturer. Mr. Creager holds a B.A. in Business
Administration from Pacific Union College and a J.D. from the University of
California, Hastings College of Law.
 
  James A. Barth has served as the Company's Executive Vice President since
September 1995, and as Chief Financial Officer and Secretary since October
1994. From October 1994 to September 1995, Mr. Barth was Vice President of
Finance of the Company. From March 1994 to October 1994, Mr. Barth was Vice
President and Chief Financial Officer of ACC Microelectronics Corporation, a
semiconductor company. From 1982 to March 1994, he served as Vice President
and Chief Financial Officer of Rational Software Corporation, a developer of
object-oriented software engineering tools. Mr. Barth is a certified public
accountant and holds a B.S. in business administration from the University of
California, Los Angeles.
 
  Gordon E. (Ned) Druehl, Jr. has served as the Company's Executive Vice
President and Chief Operating Officer since August 1996. From January 1992 to
July 1996, he served as Chairman and Chief Executive Officer of Sandusky
Cabinets Manufacturing, Inc., a metal cabinet manufacturing company. From 1990
through October
 
                                      49
<PAGE>
 
1991, Mr. Druehl founded and operated NKI Hospitality, a hotel management
company, and subsequently worked as Vice President of RFS Real Estate, Inc., a
diversified property management company, which acquired NKI Hospitality. From
1975 to 1990, Mr. Druehl held various management positions at Holiday
Corporation, including President of the Hotel Services Division and Senior
Vice President of U.S. Operations. Mr. Druehl holds a B.S. in hotel
administration from the Cornell University School of Hotel Administration.
 
  Pang T. Ho, Ph.D. has served as the Company's Vice President of Engineering
since August 1994. From February 1994 until August 1994, Dr. Ho served as
Chairman of Spectrum, Inc., a cable television equipment distributor in
Taiwan. From December 1991 until January 1994, Dr. Ho was President of Po-Hsin
Entertainment, Inc., a cable television system operator located in Taiwan.
From 1985 to 1991, Dr. Ho served as Vice President of Commercial Products for
Pacific Monolithics Inc., a wireless communications equipment company. Dr. Ho
holds a B.S. in electrical engineering from National Taiwan University, an
M.S. in electrical engineering from Princeton University and a Ph.D. in
electrical engineering from Rutgers University.
   
  Reiner Kaesbach will become a member of the Company's Board of Directors
following the closing of the Offerings upon the Company's delivery of the
acquisition consideration for Prodac. In addition, upon such payment, Mr.
Kaesbach will be employed as a managing director of Prodac pursuant to a
Managing Director's Service Agreement dated November 5, 1996. Prior to joining
MagiNet, Mr. Kaesbach served as a managing director of Prodac since founding
Prodac in 1979. Pursuant to the Acquisition Agreement, for so long as the
Prodac Founders continue to hold at least 1% of the outstanding Common Stock
of the Company and to serve as managing directors of Prodac, they will
together have the right to one seat on the Company's Board of Directors to be
filled by either Mr. Wirt or Mr. Kaesbach on an annual, rotating basis.
Following the closing of the Offerings, the Company anticipates that Mr.
Kaesbach will become a member of the Board of Directors to serve for the first
such rotation. Mr. Kaesbach holds an undergraduate degree in engineering from
Siegen University.     
       
  Stuart J. Ellman has served as a member of the Company's Board of Directors
since October 1994. Since August 1994, he has served as a Managing Director of
RRE Investors, L.L.C., a venture capital investment firm. From August 1992 to
August 1994, he was Vice President of Advisory Capital Partners, an investment
firm. From June 1988 to July 1990, Mr. Ellman was an associate at Dillon, Read
& Co. Inc., an investment banking firm. Mr. Ellman holds a B.A. from Wesleyan
University and an M.B.A. from Harvard University.
 
  Michael D. Granoff  has served as a member of the Company's Board of
Directors since October 1994. Since January 1994, Mr. Granoff has served as
Chief Executive Officer of Pomona Capital, L.P., a private investment company.
From October 1988 to December 1993, Mr. Granoff was President of Golodetz
Ventures and a member of the Board of Directors of Golodetz Corporation. From
March 1981 to January 1985, Mr. Granoff served on the staff of the U.S. House
of Representatives Appropriations Subcommittee on Foreign Operations and was a
member of the 1992 Presidential Transition Team. Mr. Granoff holds a B.A. from
the University of Pennsylvania and a J.D. from Georgetown University Law
Center.
 
  Michael Ramsay has served as a member of the Company's Board of Directors
since September 1993. Since April 1996, he has served as a Senior Vice
President of Silicon Desktop Group of Silicon Graphics, Inc., a developer and
manufacturer of computer workstations. From August 1994 to March 1996, he
served as President of Silicon Studio, Inc., a subsidiary of Silicon Graphics,
Inc. From July 1992 to August 1994, he served as Senior Vice President of
Silicon Graphics' Visual System Group, from February 1987 to July 1992, he
served as Senior Vice President of Silicon Graphics' Entry Systems Division,
and from May 1986 to July 1991, he served as Director of Engineering, Vice
President and Senior Vice President of various Silicon Graphics divisions.
Mr. Ramsay received his B.S. degree in electrical engineering from the
University of Edinburgh in Scotland.
 
  James D. Robinson IV has served as a member of the Company's Board of
Directors since October 1994. Since December 1994, he has served as Managing
Director of RRE Investors, L.L.C., a venture capital investment firm. From
September 1992 to December 1994, he served as Vice President of Hambrecht &
Quist Venture Partners, a venture capital firm. From July 1986 to March 1990,
he was an associate at J.P. Morgan & Co. Incorporated, a commercial and
investment banking firm. From January 1984 to June 1986,
 
                                      50
<PAGE>
 
he was President of IV Systems, Inc., a software consulting firm. Mr. Robinson
holds a B.A. from Antioch College and an M.B.A. from Harvard University.
 
DIRECTOR COMPENSATION
 
  The Company reimburses each member of the Company's Board of Directors for
out-of-pocket expenses incurred in connection with attending Board meetings.
No member of the Company's Board of Directors currently receives any
compensation for serving as a Director. The Company's 1996 Director Stock
Option Plan provides that options will be granted to non-employee directors of
the Company pursuant to an automatic nondiscretionary grant mechanism. On the
effective date of the Offerings, each of the Company's non-employee directors
who is neither the beneficial owner nor an affiliate of a beneficial owner of
more than 3% of the Company's outstanding Common Stock will automatically be
granted an option to purchase 25,000 shares of the Company's Common Stock at
an exercise price equal to the initial public offering price. In addition,
upon joining the Board of Directors, each new non-employee director will
automatically be granted an option to purchase 25,000 shares of Common Stock.
Each non-employee director will subsequently be granted an option to purchase
5,000 shares of Common Stock at each annual meeting of stockholders beginning
with the 1997 Annual Meeting of Stockholders. Each such option will be granted
at the fair market value of the Common Stock on the date of grant. The initial
options granted to non-employee directors will vest at a rate of 25% on the
first anniversary of the date of grant and at a rate of 1/48 of the shares per
month thereafter, and subsequent options granted to non-employee directors
will become exercisable at a rate of 1/48 of the shares subject to such
additional options on the monthly anniversary of the date of grant subject to
continued Board service. See "--Stock Plans--1996 Director Stock Option Plan."
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
  The Compensation Committee is responsible for determining salaries,
incentives and other forms of compensation for directors, officers and other
employees of the Company and administers various incentive compensation and
benefit plans. The Compensation Committee currently consists of Stuart J.
Ellman, Michael Ramsay and James D. Robinson IV. During 1995, the Compensation
Committee consisted of Michael Ramsay, Michael D. Granoff, James D. Robinson
III and James D. Robinson IV. Kenneth B. Hamlet, Chairman of the Board,
President and Chief Executive Officer and a director of the Company,
participates in all discussions and decisions regarding salaries and incentive
compensation for all employees and consultants of the Company, except that he
is excluded from discussions regarding his own salary and incentive
compensation. No interlocking relationship exists between any member of the
Company's Compensation Committee and any member of any other company's board
of directors or compensation committee.
 
EXECUTIVE COMPENSATION
 
  The following table sets forth in summary form information concerning the
compensation awarded to, earned by, or paid for services rendered to the
Company in all capacities during the fiscal year ended December 31, 1995 by
(i) the Company's Chief Executive Officer as of the end of fiscal year 1995,
(ii) the Company's next four most highly compensated executive officers whose
salary and bonus for such fiscal year exceeded $100,000 and who were serving
as an officer of the Company as of the end of such fiscal year, (iii) Kenneth
B. Hamlet, who became the Company's President and Chief Executive Officer in
January 1996, and (iv) Gordon E. (Ned) Druehl, Jr., who became the Company's
Executive Vice President and Chief Operating Officer in August 1996
(collectively, the "Named Executive Officers").
 
                                      51
<PAGE>
 
                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                   FISCAL 1995
                                                                   ------------
                                                                    LONG-TERM
                                                                   COMPENSATION
                                                 FISCAL 1995          AWARDS
                                           ------------------------------------
                                           ANNUAL COMPENSATION(1)   SECURITIES
                                           ------------------------ UNDERLYING
       NAME AND PRINCIPAL POSITION           SALARY     BONUS(2)     OPTIONS
       ---------------------------         ----------- ------------------------
<S>                                        <C>         <C>         <C>
Current Executive Officers
Kenneth B. Hamlet (3)..................... $       --  $       --        --
 Chairman of the Board, President and
 Chief Executive Officer
Robert R. Creager (4).....................     175,000         --    349,500
 Founder and Executive Vice President,
 Corporate Development
James A. Barth............................     131,245       7,219   150,000
 Executive Vice President and Chief
 Financial Officer
Gordon E. (Ned) Druehl, Jr. (5)...........         --          --        --
 Executive Vice President and Chief
 Operating Officer
Pang T. Ho, Ph.D..........................     125,683      12,870    81,800
 Vice President of Engineering
Former Executive Officers
Jeffrey A. Bixler (6).....................      96,708     134,875    75,000
 Vice President of Sales and Marketing
Eric S. Hass(7)...........................     147,406         --    169,000
 Executive Vice President and Chief
 Operating Officer
</TABLE>
- --------
(1) Other than salary and bonus described herein, the Company did not pay the
    persons named in the Summary Compensation Table any fringe benefits,
    perquisites or other compensation in excess of 10% of such executive
    officer's salary and bonus.
(2) Except as otherwise indicated, bonus compensation consists of performance
    or contractually based cash incentive payments.
(3) Mr. Hamlet succeeded Robert R. Creager as President and Chief Executive
    Officer of the Company in January 1996. In connection with Mr. Hamlet's
    employment, the Company agreed to pay him an annual salary of $250,000. In
    addition, Mr. Hamlet is entitled to receive a cash bonus and a
    corresponding stock bonus based on performance. See "--Employment
    Agreements and Change in Control Arrangements" and "Certain Transactions."
    In January 1996, the Company granted Mr. Hamlet an option expiring January
    2001 to acquire 654,324 shares of the Company's Common Stock at an
    exercise price of $2.00 per share, with vesting to occur ratably over 36
    months.
   
(4) Mr. Creager resigned as President and Chief Executive Officer in January
    1996.     
(5) Mr. Druehl became the Company's Executive Vice President and Chief
    Operating Officer in August 1996. In connection with Mr. Druehl's
    employment, the Company agreed to pay him an annual salary of $155,000 and
    a cash bonus equal to 33% of his salary, based on performance. See "--
    Employment Agreements and Change in Control Arrangements" and "Certain
    Transactions." In August 1996, the Company granted Mr. Druehl an option
    expiring August 2001 to acquire 150,000 shares of the Company's Common
    Stock at an exercise price of $5.25 per share, with 25% of the shares
    vesting in July 1997, and the remaining shares vesting ratably over the
    succeeding 36 months of service.
(6) Mr. Bixler resigned from the Company effective in December 1995. Bonus for
    Mr. Bixler includes $39,375 in severance payments, a bonus of $67,500 paid
    pursuant to an employment agreement with the Company, a $25,000 signing
    bonus and a $3,000 housing allowance.
(7) Mr. Hass resigned from the Company effective in March 1996.
 
                                      52
<PAGE>
 
                       OPTION GRANTS IN FISCAL YEAR 1995
 
  The following table provides information relating to stock options awarded
to each of the Named Executive Officers during the fiscal year ended December
31, 1995. All such options were awarded under the Company's 1992 Key Personnel
Stock Option Plan. No stock appreciation rights were granted to the Named
Executive Officers during the fiscal year ended December 31, 1995.
 
<TABLE>
<CAPTION>
                                                 INDIVIDUAL GRANTS
                                  -----------------------------------------------  POTENTIAL REALIZABLE
                                                                                     VALUE AT ASSUMED
                                  NUMBER OF   PERCENT OF                          ANNUAL RATES OF STOCK
                                  SECURITIES TOTAL OPTIONS                          PRICE APPRECIATION
                                  UNDERLYING  GRANTED TO    EXERCISE               FOR OPTIONS TERM(1)
                                   OPTIONS   EMPLOYEES IN   PRICE PER  EXPIRATION ----------------------
              NAME                 GRANTED    FISCAL 1995  SHARE(2)(3)  DATE(4)       5%         10%
              ----                ---------- ------------- ----------- ---------- ---------- -----------
<S>                               <C>        <C>           <C>         <C>        <C>        <C>
Current Executive Officers
Kenneth B. Hamlet(5)............       --         -- %        $ --          --    $      --  $       --
Robert R. Creager...............   349,500       36.7          1.00     1/30/00       96,560     213,373
James A. Barth..................   100,000       10.5          1.00     1/30/00       27,628      61,051
                                    50,000        5.3          2.00     9/18/00       27,628      61,051
Gordon E. (Ned) Druehl, Jr.(6)..       --         --            --          --           --          --
Pang T. Ho, Ph.D................    61,800        6.5          1.00     1/30/00       17,074      37,730
                                    20,000        2.1          2.00     9/18/00       11,051      24,420
Former Executive Officers
Jeffrey A. Bixler(7)............    75,000        7.9          1.00     4/18/00       20,721      45,788
Eric S. Hass(8).................   169,000       17.8          1.00     1/30/00       46,692     103,176
</TABLE>
- --------
(1) Potential realizable value is based on the assumption that the Common
    Stock of the Company appreciates at the annual rate shown (compounded
    annually) from the date of grant until the expiration of the five year
    option term. These numbers are calculated based on the requirements
    promulgated by the Securities and Exchange Commission and do not reflect
    the Company's estimate of future stock price growth.
(2) Options were granted at an exercise price equal to the fair market value
    of the Company's Common Stock, as determined by the Board of Directors on
    the date of grant.
(3) Exercise price may be paid in cash, by check, by delivery of already-owned
    shares of the Company's Common Stock subject to certain conditions, or
    pursuant to a cashless exercise procedure under which the optionee
    provides irrevocable instructions to a brokerage firm to sell the
    purchased shares and to remit to the Company, out of the sale proceeds, an
    amount equal to the exercise price plus all applicable withholding taxes.
(4) Twenty-five percent (25%) of the option shares vest on the first
    anniversary of the date of grant, and the balance vests at the rate of
    1/48 of the total option shares for each month of service thereafter,
    except for Mr. Robert R. Creager's option, which vests ratably over 36
    months.
(5) Mr. Hamlet became President and Chief Executive Officer of the Company in
    January 1996. In January 1996, the Company granted Mr. Hamlet an option
    expiring January 2001 to acquire 654,324 shares of the Company's Common
    Stock at an exercise price per share of $2.00 with vesting to occur
    ratably over 36 months.
(6) In August 1996, the Company granted Mr. Druehl an option to acquire
    150,000 shares of the Company's Common Stock at an exercise price of $5.25
    per share, with 25% of the shares vesting in July 1997 and the remaining
    shares subject to the option vesting ratably over the succeeding 36 months
    of service.
(7) Mr. Bixler resigned from the Company effective in December 1995. No shares
    subject to the option had vested as of the date of Mr. Bixler's
    resignation, and the option terminated.
(8) Mr. Hass resigned from the Company effective in March 1996. In connection
    with his resignation, Mr. Hass exercised the option with respect to 66,895
    shares. The option expired with respect to all unvested shares on the
    effective date of Mr. Hass' resignation.
 
                                      53
<PAGE>
 
                          AGGREGATE OPTION EXERCISES
             IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
 
  No Named Executive Officer exercised a stock option during fiscal 1995. The
following table sets forth certain information regarding stock options held as
of December 31, 1995 by the Named Executive Officers.
 
<TABLE>
<CAPTION>
                              NUMBER OF SECURITIES
                                   UNDERLYING           VALUE OF UNEXERCISED
                             UNEXERCISED OPTIONS AT    IN-THE-MONEY OPTIONS AT
                                DECEMBER 31, 1995       DECEMBER 31, 1995(1)
                            ------------------------- -------------------------
         NAME               EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
         ----               ----------- ------------- ----------- -------------
<S>                         <C>         <C>           <C>         <C>
Current Executive Officers
Kenneth B. Hamlet (2)......       --           --     $      --    $      --
Robert R. Creager .........   135,917      213,583     1,631,004    2,562,996
James A. Barth.............    32,292      117,708       384,379    1,365,621
Gordon E. (Ned) Druehl,
 Jr.(3)....................       --           --            --           --
Pang T. Ho, Ph.D. .........    29,583       75,417       353,746      886,254
Former Executive Officers
Jeffrey A. Bixler(4).......       --           --            --           --
Eric S. Hass(5)............    73,000      146,000       876,000    1,752,000
</TABLE>
- --------
(1)  Based on an initial public offering price of $13.00 per share minus the
     exercise price of outstanding options.
(2)  Mr. Hamlet became President and Chief Executive Officer of the Company in
     January 1996 and, accordingly, held no outstanding options as of December
     31, 1995. In January 1996, the Company granted Mr. Hamlet an option
     expiring January 2001 to acquire 654,324 shares of the Company's Common
     Stock at an exercise price per share of $2.00 with vesting to occur
     ratably over 36 months.
(3)  Mr. Druehl became Executive Vice President and Chief Operating Officer in
     August 1996 and, accordingly, held no outstanding options as of December
     31, 1995. In August 1996, the Company granted Mr. Druehl an option
     expiring August 2001 to acquire 150,000 shares of the Company's Common
     Stock at an exercise price per share of $5.25 with 25% of the shares
     vesting in July 1997 and the remaining shares vesting ratably over the
     succeeding 36 months of service.
(4) Mr. Bixler resigned from the Company effective in December 1995. No shares
    subject to the option granted to Mr. Bixler had vested as of the date of
    his resignation, and the option terminated as of such date. Accordingly,
    Mr. Bixler held no outstanding options as of December 31, 1995.
(5) Mr. Hass resigned from the Company effective in March 1996. In connection
    with his resignation, Mr. Hass exercised two outstanding options for
    19,791 and 66,895 shares, respectively. All remaining shares subject to
    options held by Mr. Hass were unvested and terminated on the effective
    date of his resignation.
 
STOCK PLANS
 
  1992 Key Personnel Stock Option Plan. The Company's Restated 1992 Key
Personnel Stock Option Plan (the "1992 Plan") was originally adopted by the
Board of Directors in December 1992 and approved by the Company's stockholders
in December 1993. The Board of Directors approved the amendment and
restatement of the 1992 Plan in September 1996. A total of 3,800,000 shares of
Common Stock, less the number of shares issued under and not returned to the
Company's now-terminated 1992 Stock Option Plan, has been reserved for
issuance under the 1992 Plan. The 1992 Plan provides for the grant to
employees of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and
for the grant to employees and consultants of nonstatutory stock options.
Unless terminated sooner, the 1992 Plan will terminate automatically in
December 2002.
 
  The 1992 Plan may be administered by the Board of Directors or a committee
of the Board (the "Committee"), which Committee shall, in the case of options
intended to qualify as "performance-based compensation" within the meaning of
Section 162(m) of the Code, consist of two or more "outside directors" within
the meaning of Section 162(m) of the Code. The Committee has the power to
determine the terms of the
 
                                      54
<PAGE>
 
options granted, including the exercise price, the number of shares subject to
each option, the exercisability thereof and the form of consideration payable
upon such exercise. In addition, the Committee has the authority to amend,
suspend or terminate the 1992 Plan, provided that no such action may affect
any share of Common Stock previously issued and sold or any option previously
granted under the 1992 Plan.
 
  Options granted under the 1992 Plan are not generally transferable by the
optionee, and each option is exercisable during the lifetime of the optionee
only by the optionee. Options granted under the 1992 Plan must generally be
exercised within three months of the end of the optionee's status as an
employee or consultant of the Company, or within twelve months after the
optionee's termination by death or disability, but in no event later than the
expiration of the option's term. The exercise price of all incentive stock
options granted under the 1992 Plan must be at least equal to the fair market
value of the Common Stock on the date of grant. The exercise price of
nonstatutory stock options granted under the 1992 Plan is determined by the
Committee, but with respect to nonstatutory stock options intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of
the Code, the exercise price must be at least equal to the fair market value
of the Common Stock on the date of grant. With respect to any participant who
owns stock possessing more than 10% of the voting power of all classes of the
Company's outstanding capital stock, the exercise price of any incentive stock
option granted must equal at least 110% of the fair market value on the date
of grant, and the term of such incentive stock option may not exceed five
years. The term of all other options granted under the 1992 Plan may not
exceed ten years.
 
  The 1992 Plan provides that in the event of a merger of the Company with or
into another corporation, a sale of substantially all of the Company's assets
or a like transaction involving the Company, each option shall be assumed or
an equivalent option substituted by the successor corporation. If the
outstanding options are not assumed or substituted for as described in the
preceding sentence, the Committee shall provide for the Optionee to have the
right to exercise the option as to all of the optioned stock, including shares
as to which it would not otherwise be exercisable. If the Committee makes an
option exercisable in full in the event of a merger or sale of assets, the
Administrator shall notify the optionee that the option shall be fully
exercisable for a period of fifteen (15) days from the date of such notice,
and the option will terminate upon the expiration of such period. Certain
options outstanding under the 1992 Plan contain a provision providing for
accelerated vesting of options following an assumption by the successor
corporation in the event the optionee's employment is terminated within
certain time periods after the consummation of the merger. The Committee may,
in its discretion, include such provision in the vesting arrangement for
future option grants.
   
  1992 Stock Option Plan. The Company's now-terminated 1992 Stock Option Plan
(the "1992 Stock Option Plan") provided for the granting to employees of
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code and for the granting to employees and consultants of nonstatutory
stock options. The 1992 Stock Option Plan was approved by the Board of
Directors in December 1992 and by the Company's stockholders in December 1993.
A total of 236,430 shares of Common Stock were reserved for issuance pursuant
to the 1992 Stock Option Plan. The Board terminated the 1992 Stock Option Plan
in September 1996, although the 47,986 shares of Common Stock previously
issued and sold and any option previously granted under the 1992 Stock Option
Plan will not be affected by the termination of this plan. No further grants
will be made under the 1992 Stock Option Plan.     
 
  Options granted under the 1992 Stock Option Plan are not generally
transferable by the optionee, and each option is exercisable during the
lifetime of the optionee only by such optionee. Options granted under the 1992
Stock Option Plan must generally be exercised within three months of the end
of the optionee's status as an employee or consultant of the Company, within
six months after such optionee's termination by disability or within twelve
months after such optionee's termination by death (but in no event later than
the expiration of the option's ten year term). The exercise price of all
incentive stock options granted under the 1992 Stock Option Plan was at least
equal to the fair market value of the Common Stock on the date of grant. The
exercise price of nonstatutory stock options granted under the 1992 Stock
Option Plan was at least equal to 85% of the fair market value of the Common
Stock on the date of grant. With respect to any participant who owned stock
possessing more than 10% of the voting power of all classes of the Company's
outstanding capital stock at the date of grant,
 
                                      55
<PAGE>
 
the exercise price of any option granted was at least 110% of the fair market
value on the date of grant, and the term of such option did not exceed five
years. The term of all other options granted under the 1992 Stock Option Plan
did not exceed ten years.
 
  The 1992 Stock Option Plan provides that in the event of a merger of the
Company with or into another corporation, a sale of substantially all of the
Company's assets or a like transaction involving the Company, each option
shall be assumed or an equivalent option substituted by the successor
corporation. If the outstanding options are not assumed or substituted for as
described in the preceding sentence, the Committee shall notify the optionee
that the option shall be exercisable to the extent it has vested for a period
of fifteen (15) days from the date of such notice, and the option shall
terminate upon the expiration of such period.
 
  1996 Employee Stock Purchase Plan. The Company's 1996 Employee Stock
Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors in
September 1996 but will not become effective until the effectiveness of the
Registration Statement related to the Offerings. A total of 200,000 shares of
Common Stock has been reserved for issuance under the Purchase Plan. The
Purchase Plan, which is intended to qualify under Section 423 of the Internal
Revenue Code, is implemented by consecutive and overlapping twenty-four month
offering periods beginning on the first trading day on or after May 1 and
November 1 each year, except for the first such offering period which
commences on the first trading day on or after the effective date of the
Offerings and ends on the last trading day on or before October 31, 1998. Each
offering period contains four intervening purchase periods of approximately
six months duration, during which payroll deductions of participants are
accumulated and, at the end of which, shares of Common Stock are purchased.
The Purchase Plan is administered by the Board of Directors or by a committee
appointed by the Board. Employees are eligible to participate if they are
customarily employed by the Company or any participating subsidiary for at
least 20 hours per week and more than five months in any calendar year. The
Purchase Plan permits eligible employees to purchase Common Stock through
payroll deductions of up to 15% of an employee's compensation (excluding
commissions, overtime and other bonuses and incentive compensation). The price
of stock purchased under the Purchase Plan is 85% of the lower of the fair
market value of the Common Stock at the beginning of the offering period or
the end of the purchase period. Employees may end their participation at any
time during an offering period, and they will be paid their payroll deductions
to date. Participation ends automatically upon termination of employment with
the Company.
 
  Rights granted under the Purchase Plan are not transferable by a participant
other than by will, the laws of descent and distribution, or as otherwise
provided under the Purchase Plan. The Purchase Plan provides that, in the
event of a merger of the Company with or into another corporation or a sale of
substantially all of the Company's assets, the Board of Directors shall
shorten the offering period then in progress (so that employees' rights to
purchase stock under the Plan are exercised prior to the merger or sale of
assets). The Purchase Plan will terminate in September 2006. The Board of
Directors has the authority to amend or terminate the Purchase Plan, except
that no such action may adversely affect any outstanding rights to purchase
stock under the Purchase Plan.
 
  1996 Director Stock Option Plan. The Company's 1996 Director Stock Option
Plan (the "Director Plan") was adopted by the Board of Directors in September
1996 but will not become effective until the date of the effectiveness of the
Registration Statement relating to the Offerings. Non-employee directors are
entitled to participate in the Director Plan. The Director Plan has a term of
ten years, unless terminated sooner by the Board. A total of 200,000 shares of
Common Stock have been reserved for issuance under the Director Plan.
 
  The Director Plan provides for the grant of 25,000 shares of Common Stock
(the "First Option"), to each non-employee director on the later of (i) the
effective date of the Director Plan or (ii) the date on which the person first
becomes a non-employee director. No non-employee director will be granted a
First Option if either (i) immediately prior to becoming a non-employee
director, such person was a director of the Company or (ii) such individual is
the direct or indirect beneficial owner or an affiliate of a direct or
indirect beneficial owner of 3% or more of the Company's outstanding Common
Stock. Each non-employee director, including non-employee directors not
entitled to receive a First Option, will also be granted an option to purchase
5,000 shares
 
                                      56
<PAGE>
 
of Common Stock (a "Subsequent Option") each year on the date of the annual
shareholder's meeting of the Company, if on such date he or she shall have
served on the Board for at least six months. The First Option shall have a
term of 10 years and the shares subject to each such option shall vest as to
25% of the shares of Common Stock subject to the option one year after its
date of grant, and as to 1/48th of the shares subject to the option each month
thereafter, and each Subsequent Option will become exercisable at a rate of
1/48 of the shares subject to such additional options on the monthly
anniversary of the date of grant. The exercise prices of the First Option and
each Subsequent Option shall be 100% of the fair market value per share of the
Common Stock, generally determined with reference to the closing price of the
Common Stock as reported on the Nasdaq National Market on the date of grant.
 
  In the event of a merger of the Company or the sale of substantially all of
the assets of the Company, each option may be assumed or an equivalent option
substituted by the successor corporation. If an option is assumed or
substituted for, it shall continue to vest as provided in the Director Plan.
If a non-employee director's status as a director of the Company or the
successor corporation, as applicable, is terminated other than upon a
voluntary resignation by the non-employee director, each option granted to
such non-employee director shall become fully vested and exercisable. If the
successor does not agree to assume or substitute the option, each option shall
also become fully vested and exercisable for a period of thirty days, after
which period the option shall terminate. Options granted under the Director
Plan must be exercised within three months of the end of the optionee's tenure
as a director of the Company, or within twelve months after termination of the
director's tenure by death or disability, but in no event later than the
expiration of the option's ten year term. No option granted under the Director
Plan is transferable by the optionee other than by will or the laws of descent
and distribution, and each option is exercisable, during the lifetime of the
optionee, only by such optionee.
 
  401(k) Plan. The Company maintains the MagiNet Corporation 401k Savings Plan
(the "401(k) Plan") which covers all of the Company's U.S. employees who have
completed 1/12 of a year of service. Pursuant to the 401(k) Plan, eligible
employees may elect to defer their current compensation by up the statutorily
prescribed annual limit and have the amount of such reduction contributed to
the 401(k) Plan on their behalf as an elective deferral contribution. The
401(k) Plan is intended to qualify under Section 401 of the Internal Revenue
Code of 1986, as amended, so that contributions to the 401(k) Plan, and income
earned on such contributions, are not includible in the participant's gross
income until withdrawn from the 401(k) Plan. The trustee under the 401(k)
Plan, at the direction of each participant, invests the assets of the 401(k)
Plan in any of a number of investment options.
 
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
   
  The Company currently has employment agreements in effect with Kenneth B.
Hamlet, the Company's Chairman of the Board, President and Chief Executive
Officer and Gordon E. (Ned) Druehl, Jr., the Company's Executive Vice
President and Chief Operating Officer. In addition, in connection with its
acquisition by MagiNet, Prodac entered into employment agreements with each of
the Prodac Founders. Pursuant to the Acquisition Agreement, the Prodac
Founders are together entitled to one seat on the Board of Directors; the
Prodac Founder who will serve on the board will alternate annually. Following
the closing of the Offerings, Reiner Kaesbach will serve as a member of the
Board of Directors for the first rotation.     
 
  On November 28, 1995, the Company entered into an at-will employment
agreement with Mr. Hamlet pursuant to which the Company retained his services
as President and Chief Executive Officer beginning January 15, 1996. The
agreement provides for an annual base salary of $250,000, subject to annual
review concerning increases. In addition, Mr. Hamlet is eligible to receive an
annual bonus based upon certain financial criteria to be agreed upon by
Mr. Hamlet and the Board of Directors, including revenue and profitability
targets and other organizational milestones. Such bonus shall be payable in
part in cash and in part in Common Stock of the Company. The number of shares
of Common Stock issuable in connection with Mr. Hamlet's bonus shall, upon the
closing of the Offerings, be determined by dividing the cash portion of the
bonus by a price per share to be determined by negotiation between the Company
and Mr. Hamlet. Such shares shall be fully vested at the time of issuance.
 
                                      57
<PAGE>
 
  On June 20, 1996, the Company entered into an at-will employment letter
agreement with Mr. Druehl which provides for an annual base salary of $155,000
and an annual cash bonus based on the achievement of individual and Company
performance objectives.
   
  On November 5, 1995, Prodac entered into a Managing Director's Service
Agreement with Reiner Kaesbach pursuant to which Prodac retained his services
as Managing Director effective upon the Company's payment of the acquisition
consideration for Prodac. The agreement provides for an annual base salary of
DM 338,000 (approximately $222,000). In addition, Mr. Kaesbach is eligible to
receive a yearly bonus of up to DM 101,400 (approximately $66,492) if certain
business targets are achieved. After December 31, 1999, either Mr. Kaesbach or
Prodac may terminate the service agreement with six months prior notice. Prior
to December 31, 1999, the Company may terminate the agreements in any event
for cause and on three months prior notice in the event that certain minimum
financial targets for Prodac are not achieved. Prodac and Heinrich R. Wirt are
parties to a separate Managing Director's Service Agreement containing
substantially equivalent terms.     
       
  Under the 1992 Plan, in the event of a merger or change-of-control of the
Company, the successor corporation may assume outstanding options or
substitute equivalent options. If such successor corporation does not assume
such options or substitute equivalent options, vesting of outstanding options
under the 1992 Plan will automatically accelerate. In addition, currently
outstanding options under the 1992 Plan for the Named Executive Officers
provide that if such option is assumed or an equivalent option is substituted,
vesting of such option will automatically accelerate if such officer's
employment with the successor corporation is terminated within twelve months
of the merger or change-of-control transaction.
 
LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS
 
  The Company has adopted provisions in its Certificate of Incorporation that
eliminate to the fullest extent permissible under Delaware law the liability
of its directors to the Company for monetary damages. Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or rescission. The Company's Bylaws provide that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Delaware law, including in circumstances in which indemnification is otherwise
discretionary under Delaware law. The Company has entered into indemnification
agreements with its officers and directors containing provisions which may
require the Company, among other things, to indemnify the officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
 
  There is no currently pending litigation or proceeding involving a director,
officer, employee or other agent of the Company in which indemnification would
be required or permitted. The Company is not aware of any threatened
litigation or proceeding that may result in a claim for such indemnification.
 
                                      58
<PAGE>
 
                             CERTAIN TRANSACTIONS
 
  Between October 1992 and May 1996, the Company sold and issued 10,908,878
shares of its Preferred Stock for an aggregate consideration of $56,402,000.
The Company sold the Preferred Stock in series as follows: (i) 150,000 shares
of Series A Preferred Stock in October 1992 at a price of $2.00 per share;
(ii) 440,068 shares of Series B Preferred Stock in October 1992 at a price of
$4.00 per share; (iii) 888,859 shares of Series B Preferred Stock in March
1993 at a price of $4.50 per share and warrants to acquire 174,993 shares of
Common Stock at an exercise price of $4.50 per share; (iv) 6,287,093 shares of
Series C Preferred Stock in September 1994 at a price of $4.50 per share and
warrants to acquire 1,111,111 shares of Series C Preferred Stock at an
exercise price of $4.50 per share; (v) an aggregate of 3,142,858 shares of
Series D Preferred Stock in December 1995 and May 1996 at a price of $7.00 per
share and warrants to acquire up to an aggregate 200,000 shares of Common
Stock (subject to adjustment) at an exercise price of $7.00 per share.
 
  The following table summarizes purchases, valued in excess of $60,000, of
shares of Preferred Stock and Common Stock by directors, executive officers
and 5% stockholders of the Company:
 
<TABLE>
<CAPTION>
                                                      SHARES
                          -----------------------------------------------------------------
                                                COMMON     SERIES C              SERIES D
                          COMMON    SERIES C  WARRANTS(1) WARRANTS(2) SERIES D  WARRANTS(3)
                          ------    --------- ----------- ----------- --------- -----------
<S>                       <C>       <C>       <C>         <C>         <C>       <C>
RRE Investors,
 L.L.C.(4)..............     --     4,000,000      --      1,111,111        --       --
Equity-Linked Investors
 II.....................     --           --       --            --   1,500,000   95,455
Festival Company, Inc...     --           --       --            --   1,000,001   63,636
Pomona Capital,
 L.P.(5)................     --       669,150   66,667           --         --       --
Kenneth B. Hamlet(6)....  28,000(8)       --       --            --      28,000    1,782
James A. Barth(7).......  12,000(8)       --       --            --      12,000      764
</TABLE>
- --------
(1) Represents the maximum number of shares issuable upon exercise of warrants
    to acquire Common Stock at an exercise price of $0.50 per share issued in
    connection with a bridge note financing in September 1994.
(2) Represents the maximum number of shares issuable upon exercise of warrants
    to acquire Series C Preferred Stock (and, upon the effectiveness of the
    registration statement covering the Offerings, to acquire Common Stock)
    issued in connection with the Company's Series C Preferred Stock
    Financing. If not exercised in connection with the Offerings, such
    warrants will terminate.
(3) Represents the maximum number of shares issuable upon exercise of warrants
    to acquire Common Stock issued in connection with the Company's Series D
    Preferred Stock Financing. If not exercised in connection with the
    Offerings, such warrants will terminate.
(4) Includes shares purchased by Sunset Partners, L.P., Sunset Partners II,
    L.P., and Sunset Partners III, L.P. (collectively, the "Sunset
    Partnerships"). RRE Investors, L.L.C. is the general partner of each of
    the Sunset Partnerships.
(5) Includes shares purchased by Pomona Capital, L.P., SOF Venture Capital,
    L.P., SP Offshore Venture Capital, L.P. and SP Venture Capital, L.P.
    Michael D. Granoff, a member of the Company's Board of Directors, is the
    sole shareholder of Pomona Partners, Inc., the general partner of SOF
    Venture Capital, L.P., SP Offshore Venture Capital, L.P. and SP Venture
    Capital, L.P. and the general partner of Pomona Associates, L.P. which
    serves as the general partner of Pomona Capital, L.P.
(6) Mr. Hamlet is Chairman of the Board, President and Chief Executive Officer
    of the Company.
(7) Mr. Barth is Executive Vice President and Chief Financial Officer of the
    Company.
(8) Mr. Hamlet and Mr. Barth purchased the number of shares of Common Stock
    indicated on May 30, 1996 at a purchase price per share of $2.00.
 
  On September 29, 1994, the Company entered into a consulting agreement with
RRE Investors, L.L.C. ("RRE"), which terminates on September 28, 1997. RRE is
the general partner of each of Sunset Partners, L.P., Sunset Partners, L.P.
and Sunset Partners III, L.P., which collectively hold greater than 5% of the
outstanding Common Stock of the Company. The agreement provides that RRE will
provide consulting and advisory services to the Company regarding strategic
planning and business and financial matters for a fee of $150,000 for the
first
 
                                      59
<PAGE>
 
year of the agreement and $200,000 for each of the following two years. The
agreement also provides that the Company will reimburse RRE for reasonable
business expenses incurred by RRE, its employees and its agents in providing
such services.
   
  The Company has entered into employment agreements with certain directors
and officers of the Company. See "Management--Employment Agreements and Change
in Control Arrangements."     
   
  On November 6, 1996, the Company entered into the Acquisition Agreement
pursuant to which the Company agreed to acquire all the outstanding shares of
Prodac from the Prodac Founders for an aggregate consideration of DM
25,000,000, consisting of DM 20,000,000 in cash (plus interest at the rate of
6% per annum from November 6, 1996 through the date of the payment of the
acquisition consideration) and shares of MagiNet Common Stock with an
aggregate value of DM 5,000,000 based on a 10% discount to the initial public
offering price. The Prodac Founders are also entitled to a distribution of
approximately DM 600,000 to be paid from Prodac's retained earnings. If the
closing of the Offerings occurs after December 31, 1996, the Prodac Founders
shall be entitled to any additional retained earnings in excess of such DM
600,000. In addition, the Company will pay up to an aggregate of DM 15,000,000
in cash and MagiNet Common Stock contingent upon Prodac achieving certain
financial targets in fiscal 1997, 1998 and 1999. The cash portion of the
acquisition consideration will be paid in Deutsche Marks out of the net
proceeds of the Offerings based on the applicable exchange rate on the
Frankfurt am Main exchange on the closing date of the Offerings. Any increase
in the value of the Deutsche Mark relative to the U.S. Dollar will increase
the portion of the net proceeds of the Offerings used in connection with the
Prodac acquisition and will result in the Company's issuing a greater number
of shares of MagiNet Common Stock to the shareholders of Prodac. See "Use of
Proceeds," "Dilution," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
"Acquisition of Prodac."     
   
  Prodac leases approximately 41,010 square feet of office and manufacturing
space in Cologne, Germany from a civil law partnership consisting of each of
the Prodac Founders and their wives. The lease agreement provides for monthly
rental payments of DM 79,000 (approximately $52,000), subject to periodic
adjustments for inflation based on changes in the Cost of Living Index
prepared by Germany's Federal Office of Statistics. The lease expires in
December 2008 and provides for automatic one-year extensions thereafter unless
terminated in advance of such extension with 6 months notice. See "Acquisition
of Prodac."     
 
                                      60
<PAGE>
 
                            PRINCIPAL STOCKHOLDERS
   
  The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of September 30, 1996 and as
adjusted to reflect the sale of the 5,500,000 shares of Common Stock offered
hereby and the assumed issuance of 280,230 shares of Common Stock in
connection with the Company's acquisition of Prodac by (i) each person or
entity who is known by the Company to own beneficially 5% or more of the
Company's outstanding Common Stock; (ii) each director of the Company; (iii)
each of the Named Executive Officers and (iv) all directors and executive
officers of the Company as a group.     
 
<TABLE>   
<CAPTION>
                                  NUMBER OF      PERCENTAGE OF TOTAL SHARES(2)
                             SHARES BENEFICIALLY ------------------------------
     NAME AND ADDRESS(1)          OWNED(2)       BEFORE OFFERING AFTER OFFERING
     -------------------     ------------------- --------------- --------------
<S>                          <C>                 <C>             <C>
RRE Investors, L.L.C.(3)....      4,726,495           34.3%           24.5%
126 East 56th Street, 22nd
Floor
New York, NY 10022
Equity-Linked Investors II        1,522,028           11.0%            7.9%
(4).........................
c/o Desai Capital
Management, Inc.
540 Madison Avenue, 36th
Floor
New York, NY 10022
Festival Company, Inc. .....      1,014,685            7.4%            5.3%
Wisma Barito Pacific, Tower
B
Lt. 11, J1 S. Paman Kav.
62-63 Jakarta 11410
Indonesia
Pomona Capital, L.P.(5).....        733,251            5.3%            3.8%
780 Third Avenue
New York, NY 10017-7076
Kenneth B. Hamlet(6)........        238,168            1.7%            1.2%
Robert R. Creager(7)........        432,708            3.1%            2.2%
James A. Barth(8)...........         88,843             *              *
Gordon E. (Ned) Druehl, Jr.
 ............................            --             --              --
Pang T. Ho, Ph.D.(9) .......         53,645             *              *
Reiner Kaesbach(10).........        140,115             *              *
Stuart J. Ellman(11)........      4,726,495           34.3%           24.5%
Michael D. Granoff(12)......        733,251            5.3%            3.8%
Michael Ramsay(13)..........          7,500             *              *
James D. Robinson IV(14)....      4,726,495           34.3%           24.5%
Jeffrey A. Bixler(15).......            --             --              --
Eric S. Hass(16)............        132,826             *              *
All current executive
officers and directors as a
group
(10 persons)(17)............      6,420,725           44.8%           32.4%
</TABLE>    
- --------
  * Less than 1%.
 
 (1) Unless otherwise indicated, the address for each listed stockholder is
     c/o MagiNet Corporation, 405 Tasman Drive, Sunnyvale, California 94089.
     Except as otherwise indicated, and subject to applicable community
     property laws, the persons named in the table have sole voting and
     investment power with respect to all shares of Common Stock held by them.
   
 (2) Applicable percentage ownership is based on 13,788,931 shares of Common
     Stock outstanding as of September 30, 1996 and 19,288,931 shares
     immediately following the completion of the Offerings (assuming no
     exercise of the Underwriters' over-allotment option), together with
     applicable options for such stockholder and including the assumed
     issuance of 280,230 shares of Common Stock to be issued in connection
     with the Company's acquisition of Prodac within 10 business days after
     the closing of the Offerings. Beneficial ownership is determined in
     accordance with the rules of the Securities and Exchange Commission and
     generally includes voting or investment power with respect to securities,
     subject to community property laws, where applicable. Shares of Common
     Stock subject to options that are presently exercisable or exercisable
     within 60 days of September 30, 1996 are deemed to be beneficially owned
     by the person holding such options for the purpose of computing the
     percentage of ownership of such person but are not treated as outstanding
     for the purpose of computing the percentage of any other person. To the
     extent that any shares are issued upon exercise     
 
                                      61
<PAGE>
 
  of options or other rights to acquire the Company's capital stock that are
  presently outstanding or granted in the future or reserved for future
  issuance under the Company's stock plans, there will be further dilution to
  new public investors.
   
 (3) Includes 1,808,907 shares held by Sunset Partners, L.P. ("Sunset"),
     1,591,412 shares held by Sunset Partners II, L.P. ("Sunset II") and
     1,326,176 shares held by Sunset Partners III, L.P. ("Sunset III"). RRE
     Investors, L.L.C. is the general partner of each of Sunset Partners,
     L.P., Sunset Partners II, L.P. and Sunset Partners III, L.P.
     (collectively, the "Sunset Partnerships"). Stuart J. Ellman, James D.
     Robinson III and James D. Robinson IV may exercise voting control over
     the shares held by the Sunset Partnerships. Stuart J. Ellman and James D.
     Robinson IV are currently directors of the Company.     
   
 (4) Rohit Desai may exercise voting control over the shares held by Equity-
     Linked Investors II.     
   
 (5) Includes 244,417 shares held by Pomona Capital, L.P. ("Pomona"), 195,534
     shares held by SOF Venture Capital, L.P. ("SOF Venture"), 175,980 shares
     held by SP Offshore Venture Capital, L.P. ("SP Offshore") and 117,320
     shares held by SP Venture Capital, L.P. ("SP Venture"). Michael D.
     Granoff, a director of the Company, is the sole shareholder of Pomona
     Partners, Inc., which serves as the general partner of SOF Venture, SP
     Offshore and SP Venture, and which also serves as the general partner of
     Pomona Associates, L.P., the general partner of Pomona. Mr. Granoff,
     Francis Janis and Steve Futrell may exercise voting control over the
     shares held by Pomona, SOF Venture, SP Offshore and SP Venture.     
   
 (6) Includes 181,757 shares of Common Stock issuable upon exercise of stock
     options which are presently exercisable or will become exercisable within
     60 days of September 30, 1996. Mr. Hamlet is the Company's President and
     Chief Executive Officer and Chairman of its Board of Directors.     
   
 (7) Includes 242,708 shares of Common Stock issuable upon exercise of stock
     options which are presently exercisable or will become exercisable within
     60 days of September 30, 1996. Mr. Creager is the Company's founder and
     Executive Vice President of Corporate Development.     
   
 (8) Includes (i) 66,667 shares of Common Stock issuable upon exercise of
     stock options which are presently exercisable or will become exercisable
     within 60 days of September 30, 1996, (ii) 5,000 shares of Common Stock
     held by Mr. Barth's wife and (iii) 1,000 shares held by Mr. Barth's son.
     Mr. Barth is the Company's Executive Vice President and Chief Financial
     Officer.     
   
 (9) Includes 29,645 shares of Common Stock issuable upon exercise of stock
     options which are presently exercisable or will become exercisable within
     60 days of September 30, 1996 and 4,000 shares held by Dr. Ho's children.
     Dr. Ho is the Company's Vice President of Engineering.     
   
(10) Upon the Company's delivery of acquisition consideration for Prodac and
     for so long as the Prodac Founders continue to hold collectively at least
     1% of the Company's outstanding Common Stock and serve as managing
     directors of Prodac, the Prodac Founders have the right to one seat on
     the Company's Board of Directors to be filled by either of them on an
     annual, rotating basis. Following the closing of the Offerings, the
     Company anticipates that Mr. Kaesbach will serve as a member of the Board
     of Directors for the first such rotation. In connection with the Prodac
     acquisition, Mr. Kaesbach will initially receive an assumed 140,115
     shares of Common Stock, subject to additional issuances in the event
     Prodac achieves certain financial milestones. In addition, in connection
     with his employment by Prodac, the Company has agreed to grant Mr.
     Kaesbach an option to acquire 150,000 shares of Common Stock at an
     exercise price of $8.00 per share under the 1992 Key Personnel Stock
     Option Plan, subject to vesting over four years, with 25% of the shares
     vesting one year after the date of grant and the remaining shares vesting
     ratably over the succeeding 36 months.     
   
(11) Includes 1,808,907 shares held by Sunset, 1,591,412 shares held by Sunset
     II and 1,326,176 shares held by Sunset III. Mr. Ellman is a member of the
     Company's Board of Directors and a member of RRE Investors, L.L.C., a
     limited liability company that serves as general partner of each of the
     Sunset Partnerships. Mr. Ellman disclaims beneficial ownership of such
     shares except to the extent of his pecuniary interest therein.     
   
(12) Includes 244,417 shares held by Pomona, 195,534 shares held by SOF
     Venture, 175,980 shares held by SP Offshore and 117,320 shares held by SP
     Venture. Mr. Granoff, a member of the Company's Board of Directors, is
     the sole shareholder of Pomona Partners, Inc., the general partner of SOF
     Venture, SP Offshore and SP Venture and the general partner of Pomona
     Associates, L.P., which serves as the general partner of Pomona. Mr.
     Granoff disclaims beneficial ownership of such shares except to the
     extent of his pecuniary interest therein.     
   
(13) Includes 7,500 shares of Common Stock issuable upon exercise of stock
     options which are presently exercisable or will become exercisable within
     60 days of September 30, 1996. Mr. Ramsay is a member of the Company's
     Board of Directors.     
   
(14) Includes 1,808,907 shares held by Sunset, 1,591,412 shares held by Sunset
     II and 1,326,176 shares held by Sunset III. Mr. Robinson is a member of
     the Company's Board of Directors and a member of RRE Investors, L.L.C., a
     limited liability company that serves as general partner of each of the
     Sunset Partnerships. Mr. Robinson disclaims beneficial ownership of such
     shares except to the extent of his pecuniary interest therein.     
   
(15) Mr. Bixler resigned from the Company effective in December 1995.     
   
(16) Includes 46,140 shares held by Mr. Hass individually and 86,686 shares
     held by Mr. Hass and his wife, as trustees of the Hass Community Property
     Trust. Mr. Hass resigned from the Company effective in March 1996.     
   
(17) Includes 528,277 shares of Common Stock issuable upon exercise of
     outstanding stock options which are presently exercisable or will become
     exercisable within 60 days of September 30, 1996. Excludes 132,826 shares
     beneficially held by Eric S. Hass, who resigned as an officer of the
     Company effective in March 1996. Includes an assumed 140,115 shares
     issuable to Reiner Kaesbach in connection with the Company's acquisition
     of Prodac within 10 business days after the closing of the Offerings.
         
                                      62
<PAGE>
 
                         DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
  Upon the completion of the Offerings, the Company will be authorized to
issue 45,000,000 shares of Common Stock, $0.001 par value, and 5,000,000
shares of undesignated Preferred Stock, $0.001 par value. The following
description of the Company's capital stock does not purport to be complete and
is subject to and qualified in its entirety by the Company's Restated
Certificate of Incorporation and Bylaws, which are included as exhibits to the
Registration Statement of which this Prospectus forms a part, and by the
provisions of applicable Delaware law.
 
COMMON STOCK
   
  Upon conversion of the Preferred Stock and prior to the issuance of the
Common Stock in connection with the Offering and the acquisition of Prodac,
there will be 13,508,701 shares of Common Stock outstanding held of record by
approximately 90 holders. Holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by the stockholders. Holders of Common
Stock do not have cumulative voting rights, and, therefore, holders of a
majority of the shares voting for the election of directors can elect all of
the directors. In such event, the holders of the remaining shares will not be
able to elect any directors.     
 
  Holders of the Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the terms of any existing or future agreements
between the Company and its debtholders. The Company has never declared or
paid cash dividends on its capital stock, expects to retain future earnings,
if any, for use in the operation and expansion of its business, and does not
anticipate paying any cash dividends in the foreseeable future. See "Dividend
Policy." In the event of the liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all
assets legally available for distribution after payment of all debts and other
liabilities and subject to the prior rights of any holders of Preferred Stock
then outstanding.
 
PREFERRED STOCK
 
  Effective upon the closing of the Offerings, the Company will be authorized
to issue 5,000,000 shares of undesignated Preferred Stock. The Board of
Directors has the authority to issue the Preferred Stock in one or more series
and to fix the price, rights, preferences, privileges and restrictions
thereof, including dividend rights, dividend rates, conversion rights, voting
rights, terms of redemption, redemption prices, liquidation preferences and
the number of shares constituting a series or the designation of such series,
without any further vote or action by the Company's stockholders. The issuance
of Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
delaying, deferring or preventing a change in control of the Company without
further action by the stockholders and may adversely affect the market price
of, and the voting and other rights of, the holders of Common Stock. The
issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of
voting control to others. The Company has no current plans to issue any shares
of Preferred Stock.
 
ANTITAKEOVER EFFECTS OF PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS
 
  The Company's Restated Certificate of Incorporation provides that all
stockholder actions must be effected at a duly called annual or special
meeting and may not be effected by written consent. The Company's Bylaws
provide that, except as otherwise required by law, special meetings of the
stockholders can only be called pursuant to a resolution adopted by a majority
of the Board of Directors, by the chief executive officer of the Company, or
by stockholders holding shares in the aggregate entitled to cast not less than
10% of the votes at such meeting. In addition, the Company's Bylaws establish
an advance notice procedure for stockholder proposals to be brought before an
annual meeting of stockholders, including proposed nominations of persons for
election to the Board. Stockholders at an annual meeting may only consider
proposals or nominations
 
                                      63
<PAGE>
 
specified in the notice of meeting or brought before the meeting by or at the
direction of the Board of Directors or by a stockholder who was a stockholder
of record on the record date for the meeting, who is entitled to vote at the
meeting and who has delivered timely written notice in proper form to the
Company's Secretary of the stockholder's intention to bring such business
before the meeting.
 
  The foregoing provisions of the Company's Restated Certificate of
Incorporation and Bylaws are intended to enhance the likelihood of continuity
and stability in the composition of the Board of Directors and in the policies
formulated by the Board of Directors and to discourage certain types of
transactions which may involve an actual or threatened change of control of
the Company. Such provisions are designed to reduce the vulnerability of the
Company to an unsolicited acquisition proposal and, accordingly, could
discourage potential acquisition proposals and could delay or prevent a change
in control of the Company. Such provisions are also intended to discourage
certain tactics that may be used in proxy fights but could, however, have the
effect of discouraging others from making tender offers for the Company's
shares and, consequently, may also inhibit fluctuations in the market price of
the Company's shares that could result from actual or rumored takeover
attempts. These provisions may also have the effect of preventing changes in
the management of the Company. See "Risk Factors--Effect of Certain Charter
Provisions; Antitakeover Effects of Certificate of Incorporation, Bylaws and
Delaware Law."
 
EFFECT OF DELAWARE ANTITAKEOVER STATUTE
 
  The Company is subject to Section 203 of the Delaware General Corporation
Law (the "Antitakeover Law"), which regulates corporate acquisitions. The
Antitakeover Law prevents certain Delaware corporations, including those whose
securities are listed for trading on the Nasdaq National Market, from
engaging, under certain circumstances in a "business combination" with any
"interested stockholder" for three years following the date that such
stockholder became an interested stockholder. For purposes of the Antitakeover
Law, a "business combination" includes, among other things, a merger or
consolidation involving the Company and the interested stockholder and the
sale of more than ten percent (10%) of the Company's assets. In general, the
Antitakeover Law defines an "interested stockholder" as any entity or person
beneficially owning 15% or more the outstanding voting stock of the Company
and any entity or person affiliated with or controlling or controlled by such
entity or person. A Delaware corporation may "opt out" of the Antitakeover Law
with an express provision in its original certificate of incorporation or an
express provision in its certificate of incorporation or bylaws resulting from
amendments approved by the holders of at least a majority of the Company's
outstanding voting shares. The Company has not "opted out" of the provisions
of the Antitakeover Law. See "Risk Factors--Effect of Certain Charter
Provisions; Antitakeover Effects of Certificate of Incorporation, Bylaws and
Delaware Law."
 
REGISTRATION RIGHTS
   
  After the Offerings, the holders of approximately 4,020,000 shares of Common
Stock will be entitled upon expiration of lock-up agreements with the
Underwriters to certain rights with respect to the registration of such shares
under the Securities Act. Under the terms of the agreement between the Company
and the holders of such registrable securities, if the Company proposes to
register any of its securities under the Securities Act, either for its own
account or for the account of other securityholders exercising registration
rights, such holders are entitled to notice of such registration and are
entitled to include shares of such Common Stock therein. Holders of
registration rights may also require the Company to file a registration
statement under the Securities Act at the Company's expense with respect to
their shares of Common Stock, and the Company is required to use its best
efforts to effect such registration. Further, holders may require the Company
to file registration statements on Form S-3 at the Company's expense when such
form becomes available for use to the Company. All such registration rights
are subject to certain conditions and limitations, including the right of the
underwriters of an offering to limit the number of shares to be included in
such registration.     
   
  In addition to the 4,020,000 shares indicated above as being subject to
registration rights, the Company has granted certain registration rights to
the Prodac Founders with respect to the Prodac Shares and any shares     
 
                                      64
<PAGE>
 
   
subsequently issued to the Prodac Founders upon achievement of certain
financial milestones enumerated in the Acquisition Agreement. See "Acquisition
of Prodac." Upon expiration of a one-year lock-up agreement included in the
Acquisition Agreement, the Company is obligated to register the Prodac Shares
and any subsequently issued shares on a Registration Statement on Form S-3 at
the Company's expense.     
 
TRANSFER AGENT
 
  The Transfer Agent and Registrar for the Common Stock is The First National
Bank of Boston.
 
                                      65
<PAGE>
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
  Prior to the Offerings, there has been no market for the Common Stock and
there is no assurance that a significant public market for the Common Stock
will develop or be sustained after the Offerings. Sales of substantial amounts
of Common Stock in the public market could adversely affect the market price
of the Common Stock and could impair the Company's future ability to raise
capital through the sale of its equity securities.
   
  Upon completion of the Offerings, the Company will have outstanding
19,288,931 shares of Common Stock based upon shares outstanding as of
September 30, 1996. In addition to the 5,500,000 shares of Common Stock
offered hereby (assuming no exercise of the Underwriters' over-allotment
option), as of the effective date of the Registration Statement (the
"Effective Date"), there will be 13,788,431 shares of Common Stock
outstanding, including 280,230 shares of Common Stock issued in connection
with the acquisition of Prodac, all of which are "restricted" shares (the
"Restricted Shares") under the Securities Act of 1933, as amended (the
"Securities Act"). Approximately 5,000 Restricted Shares will be eligible for
sale immediately following the Effective Date in reliance on Rule 144(k) of
the Securities Act. Beginning 90 days after the Effective Date, approximately
31,000 Restricted Shares of Common Stock will become eligible for sale in the
public market pursuant to Rule 144 and Rule 701 under the Securities Act.
Beginning 180 days after the Effective Date, approximately 9,409,000
additional Restricted Shares of Common Stock subject to lock-up agreements
will become eligible for sale in the public market. Of the approximately
9,409,000 Restricted Shares that will become available for sale in the public
market beginning 180 days after the Effective Date, approximately 7,411,000
shares will be subject to certain volume and other resale restrictions
pursuant to Rule 144. Thereafter, approximately 4,065,000 shares held by
existing stockholders will become eligible for sale at various times over a
period of less than two years and could be sold earlier if the holders
exercise registration rights. In addition, the shares of Common Stock to be
issued in connection with the acquisition of Prodac will be subject to certain
registration rights beginning one year after the closing of the Offerings. See
"Description of Capital Stock--Registration Rights."     
   
  As of September 30, 1996, options to purchase 1,702,080 shares were
outstanding, of which options to purchase approximately 521,933 shares were
then exercisable. See "Management--1992 Key Personnel Stock Option Plan." The
Company intends to file a Form S-8 registration statement under the Securities
Act to register shares reserved for issuance under this stock option plan and
upon exercise of outstanding options. Shares of Common Stock issued upon
exercise of options after the effective date of the Form S-8 will be available
for sale in the public market, subject to Rule 144 volume limitations
applicable to affiliates and lock-up agreements. Beginning 180 days after the
Effective Date, approximately 802,000 shares issuable upon the exercise of
vested options will be eligible for sale.     
 
  In general, under Rule 144 as currently in effect, an affiliate of the
Company, or person (or persons whose shares are aggregated) who has
beneficially owned Restricted Shares for at least two years but less than
three years, will be entitled to sell in any three-month period a number of
shares that does not exceed the greater of (i) 1% of the then outstanding
shares of the Common Stock (approximately 185,000 shares immediately after the
Offerings) or (ii) the average weekly trading volume during the four calendar
weeks immediately preceding the date on which notice of the sale is filed with
the Securities and Exchange Commission (the "Commission"). Sales pursuant to
Rule 144 are subject to certain requirements relating to manner of sale,
notice and availability of current public information about the Company. A
person (or persons whose shares are aggregated) who is not deemed to have been
an affiliate of the Company at any time during the 90 days immediately
preceding the sale and who has beneficially owned his or her shares for at
least three years is entitled to sell such shares pursuant to Rule 144(k)
without regard to the limitations described above. Under Rule 701, shares
issued under certain compensatory stock-based plans, such as the Company's
option plan, may be resold under Rule 144 by non-affiliates subject only to
the manner of sale requirements, and by affiliates without regard to the two-
year holding period requirements, commencing 90 days after the date of the
Offerings.
 
                                      66
<PAGE>
 
               CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
                     FOR NON-U.S. HOLDERS OF COMMON STOCK
 
  The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a person that, for United States federal income tax purposes, is a
non-resident alien individual, a foreign corporation, a foreign partnership or
an estate or trust, in each case not subject to U.S. federal income tax on a
net income tax basis in respect of income or gain from Common Stock (a "non-
U.S. holder"). This discussion is based on the Internal Revenue Code of 1986,
as amended, Treasury regulations thereunder, and administrative and judicial
interpretations as of the date hereof, all of which may be changed. This
discussion does not address all the aspects of U.S. federal income and estate
taxation that may be relevant to non-U.S. holders in light of their particular
circumstances, or to certain types of holders subject to special treatment
under United States federal income tax laws (such as life insurance companies
and dealers in securities). Nor does it address tax consequences under the
laws of any state, municipality or other taxing jurisdiction or under the laws
of any country other than the United States.
 
  Prospective holders should consult their own tax advisors about the
particular tax consequences to them of holding and disposing of Common Stock.
 
DIVIDENDS
 
  Generally, dividends paid to a non-U.S. holder of Common Stock will be
subject to United States federal withholding tax at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, unless the
dividends are effectively connected with the conduct of a trade or business
within the United States (or alternatively are attributable to a United States
permanent establishment of such holder, if an applicable income tax treaty so
requires as a condition for the non-U.S. holder to be subject to United States
income tax on a net income basis in respect of such dividends). Such
"effectively connected" dividends, or dividends attributable to a permanent
establishment, are subject to tax at rates applicable to United States
citizens, resident aliens and domestic United States corporations, and are not
generally subject to withholding. Effectively connected dividends received by
a non-U.S. corporation may be subject to an additional "branch profits tax" at
a 30% rate (or a lower rate under an applicable income tax treaty) when such
dividends are deemed repatriated from the United States.
 
  Under current U.S. Treasury regulations, dividends paid to an address
outside the United States in a foreign country are presumed to be paid to a
resident of such country for purposes of the withholding tax. Under current
interpretation of U.S. Treasury regulations, the same presumption applies to
determine the applicability of a reduced rate of withholding under a tax
treaty. Thus, non-U.S. holders receiving dividends at addresses outside the
United States are not currently required to file tax forms to obtain the
benefit of an applicable treaty rate. Under U.S. Treasury regulations that are
proposed to be effective for distributions after 1997 (the "Proposed
Regulations"), to claim the benefits of a tax treaty a non-U.S. holder of
Common Stock would be required to satisfy applicable certification
requirements. In addition, under the Proposed Regulations, in the case of
Common Stock held by a foreign partnership, (x) the certification requirement
would generally be applied to the partners of the partnership and (y) the
partnership would be required to provide certain information. The Proposed
Regulations also provide look-through rules for tiered partnerships. It is not
certain whether, or in what form, the Proposed Regulations will be adopted as
final regulations.
 
  If there is excess withholding on a person eligible for a treaty benefit,
the person can file for a refund with the United States Internal Revenue
Service.
 
GAIN ON DISPOSITION OF COMMON STOCK
 
  A non-U.S. holder generally will not be subject to United States federal
income tax in respect of gain recognized on a disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of the
non-U.S. holder in the United States, (ii) in the case of a non-U.S. holder
who is an individual and holds
 
                                      67
<PAGE>
 
the Common Stock as a capital asset, such holder is present in the United
States for 183 or more days in the taxable year of the disposition and certain
other conditions are met, (iii) the non-U.S. holder is subject to tax pursuant
to the provisions of United States tax law applicable to certain United States
expatriates, or (iv) the Company is or has been a "U.S. real property holding
corporation" for federal income tax purposes and, if the Common Stock is
regularly traded on an established securities market, the non-U.S. holder
held, directly or indirectly, at any time during the 5-year period ending on
the date of disposition (or such shorter period that such shares were held)
more than 5% of the Common Stock. The Company has not been and does not
anticipate becoming a "U.S. real property holding corporation" for United
States federal income tax purposes.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
 
  Generally, the Company must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient and the
amount, if any, of tax withheld. A similar report is sent to the holder.
Pursuant to tax treaties or other agreements, the U.S. Internal Revenue
Service may make its reports available to tax authorities in the recipient's
country of residence. Dividends not subject to withholding tax may be subject
to backup withholding if the non-U.S. holder is not an "exempt recipient" and
fails to provide a tax identification number and other information to the
Company. Under the Proposed Regulations, dividend payments generally will be
subject to information reporting and backup withholding unless applicable
certification requirements are satisfied.
 
  If the proceeds of a disposition of Common Stock are paid over by or through
a United States office of a broker, the payment is subject to information
reporting and possible backup withholding at a 31% rate unless the disposing
holder certifies under penalties of perjury as to his name, address, and non-
U.S. holder status or otherwise establishes an exemption. Generally, United
States information reporting and backup withholding requirement will not apply
to a payment of disposition proceeds if the payment is made outside the United
States through a non-United States office of a broker. However, United States
information reporting requirements (but not backup withholding) will apply to
a payment of disposition proceeds outside the United States if (A) the payment
is made through an office outside the United States of a broker that either
(i) is a U.S. person, (ii) derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States or (iii)
is a "controlled foreign corporation" for United States federal income tax
purposes and (B) the broker fails to maintain documentary evidence that the
holder is a non-U.S. holder or that the holder otherwise is entitled to an
exemption.
 
  Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
 
FEDERAL ESTATE TAXES
 
  Common Stock held by a non-U.S. holder at the time of death will be included
in such holder's gross estate for United States federal estate tax purposes
unless an applicable estate tax treaty provides otherwise.
 
                                      68
<PAGE>
 
                                 UNDERWRITING
 
  Under the terms of, and subject to the conditions contained in, the U.S.
Underwriting Agreement, the form of which is filed as an exhibit to the
Registration Statement (the "Registration Statement") of which this Prospectus
forms a part, each of the Underwriters named below (the "U.S. Underwriters"),
for whom Lehman Brothers Inc. and Hambrecht & Quist LLC are acting as
representatives (the "Representatives"), has severally agreed to purchase from
the Company, and the Company has agreed to sell to each U.S. Underwriter, the
number of shares of Common Stock set forth opposite the name of such U.S.
Underwriter below:
 
<TABLE>     
<CAPTION>
                                                                      NUMBER OF
    U. S. UNDERWRITERS                                                 SHARES
    ------------------                                                ---------
   <S>                                                                <C>
   Lehman Brothers Inc. .............................................
   Hambrecht & Quist LLC.............................................
                                                                      ---------
     Total........................................................... 4,400,000
                                                                      =========
 
  Under the terms of, and subject to the conditions contained in, the
International Underwriting Agreement, the form of which is filed as an exhibit
to the Registration Statement of which this Prospectus forms a part, each of
the managers named below (the "International Managers"), for whom Lehman
Brothers International (Europe) and Hambrecht & Quist LLC are acting as lead
managers (the "Lead Managers"), has severally agreed to purchase from the
Company, and the Company has agreed to sell to each International Manager, the
number of shares of Common Stock set forth opposite the name of such
International Manager below:
 
<CAPTION>
                                                                      NUMBER OF
   INTERNATIONAL MANAGERS                                              SHARES
   ----------------------                                             ---------
   <S>                                                                <C>
   Lehman Brothers International (Europe)............................
   Hambrecht & Quist LLC.............................................
 
 
                                                                      ---------
     Total........................................................... 1,100,000
                                                                      =========
</TABLE>    
 
  The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements") provide that the obligations of
the U.S. Underwriters and the International Managers to purchase shares of
Common Stock are subject to certain conditions, and that, if any of the
foregoing shares of Common Stock are purchased by the U.S. Underwriters
pursuant to the U.S. Underwriting Agreement or by the International Managers
pursuant to the International Underwriting Agreement, all the shares of Common
Stock agreed to be purchased by either the U.S. Underwriters or the
International Managers, as the case may be, pursuant to their respective
Underwriting Agreement must be so purchased. The offering price and
underwriting discounts and commissions for the U.S. Offering and the
International Offering are identical. The closing of the U.S. Offering is a
condition to the closing of the International Offering, and the closing of the
International Offering is a condition to the closing of the U.S. Offering.
   
  The Company has been advised that the U.S. Underwriters and the
International Managers propose to offer the shares of Common Stock directly to
the public initially at the public offering price set forth on the cover page
of this Prospectus, and to certain selected dealers (who may include the U.S.
Underwriters and the International Managers) at such public offering price
less a selling concession not in excess of $    per share. The selected
dealers may reallow a concession not in excess of $   per share to certain
brokers and dealers.     
 
                                      69
<PAGE>
 
After the initial public offering, the public offering price, the concession
to selected dealers and reallowance may be changed by the Representative and
the Lead Managers.
 
  Prior to the Offerings, there has been no public market for the Common
Stock. There can be no assurance that an active trading market will develop
for shares of the Common Stock or as to the price at which shares of the
Common Stock may trade in the public market from time to time subsequent to
the Offerings. The initial public offering price for the Common Stock will be
determined by negotiations among the Company, the Representatives and the Lead
Managers. Among the factors to be considered in determining the initial public
offering price of the Common Stock, in addition to prevailing market
conditions, will be the financial and operating history and condition of the
Company, the Company's business and financial prospects, the prospects for the
industry in which the Company operates, the recent market prices of securities
of companies in businesses similar to that of the Company and other relevant
factors.
   
  The Company has granted to the U.S. Underwriters and the International
Managers options to purchase up to an aggregate of 660,000 and 165,000
additional shares of Common Stock, respectively, exercisable solely to cover
over-allotments, at the initial price to the public less the aggregate
underwriting discounts, shown on the cover page of this Prospectus. Either or
both options may be exercised at any time up to 30 days after the date of this
Prospectus. To the extent that the U.S. Underwriters or International Managers
exercise such options, each of the U.S. Underwriters or International
Managers, as the case may be, will be committed, subject to certain
conditions, to purchase a number of the additional shares of Common Stock
proportionate to such U.S. Underwriter's or International Manager's initial
commitment.     
 
  The U.S. Underwriters and the International Managers have entered into an
Agreement between U.S. Underwriters and International Managers pursuant to
which such U.S. Underwriter has agreed that as part of the distribution of the
shares (plus any of the shares to cover over-allotments) of Common Stock
offered in the U.S. Offering, (i) it is not purchasing any of such shares for
the account of anyone other than a U.S. Person (as defined below) and (ii) it
has not offered or sold, and will not offer, sell, resell or deliver, directly
or indirectly, any of such shares or distribute any Prospectus relating to the
U.S. Offering to anyone other than a U.S. Person. In addition, pursuant to the
same Agreement, each International Manager has agreed that, as part of the
distribution of the shares (plus any of the shares to cover over-allotments)
of Common Stock offered in the International Offering, (i) it is not
purchasing any of such shares for the account of a U.S. Person and (ii) it has
not offered or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any of such shares or distribute any Prospectus relating to the
International Offering to any U.S. Person. Each International Manager has also
agreed that it will offer to sell shares only in compliance with all relevant
requirements of any applicable laws.
 
  The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between U.S. Underwriters and International Managers, including (i)
certain purchases and sales between the U.S. Underwriters and International
Managers, (ii) certain offers, sales, resales, deliveries or distributions to
or through investment advisors or other persons exercising investing
discretion, (iii) purchases, offers or sales by a U.S. Underwriter who is also
acting as an International Manager or by an International Manager who is also
acting as a U.S. Underwriter and (iv) other transactions specifically approved
by the Representatives and the Lead Managers. As used herein, "U.S. Person"
means any resident or citizen of the United States or Canada and its
provinces, any corporation or other entity created or organized in or under
the laws of the United States or Canada and its provinces or any estate or
trust the income of which is subject to United States or Canadian federal
income taxation regardless of the source of its income. The term "United
States" means the United States of America (including the District of
Columbia) and its territories, its possessions and other areas subject to its
jurisdiction.
 
  Pursuant to the Agreement Between U.S. Underwriters and International
Managers, sales may be made between the U.S. Underwriters and the
International Managers of such number of shares of Common Stock as may be
mutually agreed upon. The price of any shares so sold shall be the public
offering price as then in effect for Common Stock being sold by the U.S.
Underwriters and the International Managers, less an amount not greater than
the selling concession allocable to such Common Stock. To the extent there are
sales between the
 
                                      70
<PAGE>
 
U.S. Underwriters and the International Managers pursuant to the Agreement
Between U.S. Underwriters and International Managers, the number of shares
initially available for sale by the U.S. Underwriters or by the International
Managers may be more or less than the amount appearing on the cover page of
this Prospectus.
 
  Each International Manager has represented and agreed that (i) it has not
offered or sold, and will not offer or sell, in the United Kingdom, by means
of any document, any shares of the Common Stock other than to persons whose
ordinary business it is to buy or sell shares or debentures, whether as
principal or agent (except under circumstances which do not constitute an
offer to the public within the meaning of the Companies Act 1985); (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the
Common Stock in, from or otherwise involving the United Kingdom; and (iii) it
has only issued or passed on, and will only issue and pass on to any person in
the United Kingdom, any document received by it in connection with the issue
of the Common Stock if that person is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995 or is a person to whom the document may otherwise be lawfully issued or
passed on.
 
  Purchasers of the shares offered pursuant to the Offerings may be required
to pay stamp taxes and other charges in accordance with the laws and practices
of the country to purchase in addition to the initial public offering price
set forth on the cover page hereof.
 
  The Company has agreed to indemnify the U.S. Underwriters and the
International Managers against certain liabilities, including liabilities
under the Securities Act or to contribute to payments that U.S. Underwriters
and the International Managers may be required to make in respect thereof.
 
  In connection with the Offerings, the officers and directors of the Company,
certain other securityholders and the Company have agreed, with certain
exceptions, not to sell or otherwise dispose of any shares of Common Stock for
a period of 180 days from the date of this Prospectus, in each case, without
first obtaining the written consent of Lehman Brothers.
 
  The Representatives have informed the Company that the U.S. Underwriters do
not intend to confirm sales of Common Stock to any accounts over which they
exercise discretionary authority.
   
  The U.S. Underwriters and International Managers have reserved for sale, at
the initial public offering price, up to 5% of the shares of Common Stock
offered hereby for certain employees, customers and vendors of the Company,
and certain other individuals and entities, who have expressed an interest in
purchasing such shares of Common Stock in the Offerings. The number of shares
available for sale to the general public will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares not so purchased
will be offered by the U.S. Underwriters and International Managers to the
general public on the same basis as other shares offered hereby.     
 
                                 LEGAL MATTERS
 
  Certain legal matters with respect to the legality of the issuance of the
shares of Common Stock offered hereby will be passed upon for the Company by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, and for the U.S. Underwriters and International Managers by
Brobeck, Phleger & Harrison LLP, Palo Alto, California. As of the date of this
Prospectus, a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and investment partnerships of which members of such firm are
partners beneficially own 17,457 shares of the Company's Common Stock.
 
                                      71
<PAGE>
 
                                    EXPERTS
   
  The consolidated financial statements of MagiNet Corporation at December 31,
1994 and 1995 and for each of the three years in the period ended December 31,
1995, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein and in the Registration Statement,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.     
   
  The consolidated financial statements of PRODAC Prozessdatentechnik GmbH at
December 31, 1994 and 1995 and for each of the three years in the period ended
December 31, 1995 appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young GmbH, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.     
 
                            ADDITIONAL INFORMATION
 
  The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock, reference is
made to the Registration Statement and the exhibits and schedules filed as a
part thereof. Statements contained in this Prospectus as to the contents of
any contract or any other document referred to are not necessarily complete.
In each instance, reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, and each such statement is
qualified in all respects by such reference. The Registration Statement,
including exhibits and schedules thereto, may be inspected without charge at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a World Wide Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of the Commission's Web site is http://www.sec.gov.
 
  The Company intends to furnish its stockholders with annual reports
containing financial statements audited by independent accountants and with
quarterly reports containing unaudited summary financial information for each
of the first three quarters of each fiscal year.
 
                                      72
<PAGE>
 
                              MAGINET CORPORATION
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>   
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
MagiNet Corporation Consolidated Financial Statements:
  Report of Ernst & Young LLP, Independent Auditors......................  F-2
  Consolidated Balance Sheets............................................  F-3
  Consolidated Statements of Operations..................................  F-4
  Consolidated Statement of Stockholders' Equity.........................  F-5
  Consolidated Statements of Cash Flows..................................  F-6
  Notes to Consolidated Financial Statements.............................  F-7
PRODAC Prozessdatentechnik GmbH Consolidated Financial Statements:
  Report of Ernst & Young GmbH, Independent Auditors..................... F-19
  Consolidated Balance Sheets............................................ F-20
  Consolidated Statements of Operations.................................. F-21
  Consolidated Statements of Shareholders' Deficiency.................... F-22
  Consolidated Statements of Cash Flows.................................. F-23
  Notes to Consolidated Financial Statements............................. F-24
MagiNet Corporation Unaudited Pro Forma Condensed Combined Financial
 Statements:
  Unaudited Pro Forma Condensed Combined Financial Information........... F-35
  Unaudited Pro Forma Condensed Combined Balance Sheets.................. F-37
  Unaudited Pro Forma Condensed Combined Statements of Operations........ F-38
  Notes to Unaudited Pro Forma Condensed Combined Financial Statements... F-40
</TABLE>    
 
                                      F-1
<PAGE>
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
MagiNet Corporation
   
  We have audited the accompanying consolidated balance sheets of MagiNet
Corporation as of December 31, 1994 and 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.     
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
   
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of MagiNet
Corporation at December 31, 1994 and 1995, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
    
                                          Ernst & Young LLP
 
Palo Alto, California
   
February 16, 1996     
 
 
                                      F-2
<PAGE>
 
                              MAGINET CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                               DECEMBER 31,
                             ------------------
                                                               UNAUDITED PRO
                                                                   FORMA
                                                               STOCKHOLDERS'
                                                                  EQUITY
                                                 SEPTEMBER 30, SEPTEMBER 30,
                               1994      1995        1996          1996
                             --------  --------  ------------- -------------
                                                (UNAUDITED)
<S>                          <C>       <C>       <C>           <C>           <C>
ASSETS
Current assets:
 Cash and cash
  equivalents..............  $ 10,532  $ 18,672    $  7,251
 Short-term investments....       429       151         --
 Accounts receivable.......       347     1,191       2,081
 Other current assets......       351       624       1,679
                             --------  --------    --------
Total current assets.......    11,659    20,638      11,011
Video systems, net.........    10,704    20,961      31,683
Property and equipment,
 net.......................       638     1,376       1,745
Prepaid royalties..........       876     1,095       1,478
Other assets...............       122     2,470       3,567
                             --------  --------    --------
Total assets...............  $ 23,999  $ 46,540    $ 49,484
                             ========  ========    ========
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current liabilities:
 Short-term debt...........  $    374  $     97    $    288
 Accounts payable..........     2,327     1,738       1,999
 Accrued compensation......        54       340         650
 Accrued interest..........        16     1,016         392
 Other accrued
  liabilities..............     1,137     2,905       2,825
                             --------  --------    --------
Total current liabilities..     3,908     6,096       6,154
Deferred tax liability.....       --        544       1,211
Long-term debt.............       --     24,900      25,829
Minority interests in
 consolidated
 subsidiaries..............       167       389         321
Commitments................
Stockholders' equity:
 Preferred stock, no par
  value; 12,122 shares
  authorized, issuable in
  series: 7,766 shares,
  9,005 shares and 10,909
  shares issued and
  outstanding at December
  31, 1994 and 1995, and
  September 30, 1996,
  respectively, all of
  which are convertible;
  aggregate liquidation
  preference of $56,572 at
  September 30, 1996 (pro
  forma: $.001 par value,
  5,000 shares authorized,
  none outstanding)........    32,593    40,231      53,241      $    --
 Common Stock, no par
  value; 20,000 shares
  authorized; 276 shares,
  307 shares and 508 shares
  issued and outstanding at
  December 31, 1994 and
  1995, and September 30,
  1996, respectively (pro
  forma: $.001 par value,
  45,000 shares authorized,
  11,417 shares issued and
  outstanding).............         9        23         286            11
 Additional paid-in
  capital..................       --        --          --         53,516
 Warrants to purchase
  common stock.............       --        101         101           101
 Accumulated deficit.......   (12,678)  (25,474)    (37,008)      (37,008)
 Cumulative translation
  adjustment...............       --       (270)       (651)         (651)
                             --------  --------    --------      --------
 Total stockholders'
  equity...................    19,924    14,611      15,969      $ 15,969
                             --------  --------    --------      ========    ===
Total liabilities and
 stockholders' equity......  $ 23,999  $ 46,540    $ 49,484
                             ========  ========    ========
</TABLE>    
 
                            See accompanying notes.
 
                                      F-3
<PAGE>
 
                              MAGINET CORPORATION
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                                            NINE MONTHS ENDED
                                YEAR ENDED DECEMBER 31,       SEPTEMBER 30,
                                --------------------------  -------------------
                                 1993     1994      1995      1995      1996
                                -------  -------  --------  --------  ---------
                                                               (UNAUDITED)
<S>                             <C>      <C>      <C>       <C>       <C>
Revenue.......................  $   395  $ 2,342  $  8,689  $  5,655  $  12,048
Costs and expenses:
  Direct costs................      294    1,156     3,731     2,586      6,232
  Depreciation and
   amortization...............      171      957     3,682     2,564      4,747
  Operations expenses.........      464    2,876     3,108     2,161      1,514
  Selling, general and
   administrative.............    1,497    4,294     8,420     5,647      6,941
  Research and development....    1,320      856     1,247       890      1,599
                                -------  -------  --------  --------  ---------
Total costs and expenses......    3,746   10,139    20,188    13,848     21,033
                                -------  -------  --------  --------  ---------
Operating loss................   (3,351)  (7,797)  (11,499)   (8,193)    (8,985)
Interest expense..............      (49)    (319)   (1,297)     (517)    (2,710)
Interest income and other,
 net..........................       21       66       306       138        627
                                -------  -------  --------  --------  ---------
Loss before income taxes and
 minority interest in net
 losses of consolidated
 subsidiaries.................   (3,379)  (8,050)  (12,490)   (8,572)   (11,068)
Provision for income taxes....      --       --       (554)     (423)      (681)
Minority interest in net
 losses of consolidated
 subsidiaries.................      --       124       248       204        215
                                -------  -------  --------  --------  ---------
Net loss......................  $(3,379) $(7,926) $(12,796) $ (8,791) $ (11,534)
                                =======  =======  ========  ========  =========
Pro forma net loss per share..                    $  (1.03)           $   (0.93)
Shares used in computation of
 pro forma
 net loss per share...........                      12,392               12,407
</TABLE>    
 
 
                            See accompanying notes.
 
                                      F-4
<PAGE>
 
                              MAGINET CORPORATION
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                          PREFERRED STOCK  COMMON STOCK                       CUMULATIVE      TOTAL
                          ---------------- -------------          ACCUMULATED TRANSLATION STOCKHOLDERS'
                          SHARES   AMOUNT  SHARES AMOUNT WARRANTS   DEFICIT   ADJUSTMENT     EQUITY
                          ------- -------- ------ ------ -------- ----------- ----------- -------------
<S>                       <C>     <C>      <C>    <C>    <C>      <C>         <C>         <C>
BALANCES AT DECEMBER 31,
 1992...................      590 $  2,018  285    $  3   $ --     $ (1,373)     $ --        $   648
 Issuance of Series B
  Convertible Preferred
  Stock (net of issuance
  costs of $61).........      889    3,939  --      --      --          --         --          3,939
 Repurchase of Common
  Stock.................      --       --   (21)    --      --          --         --            --
 Net loss...............      --       --   --      --      --       (3,379)       --         (3,379)
                          ------- --------  ---    ----   -----    --------      -----       -------
BALANCES AT DECEMBER 31,
 1993...................    1,479    5,957  264       3     --       (4,752)       --          1,208
 Exercise of stock
  options...............      --       --    12       6     --          --         --              6
 Issuance of Series C
  Convertible Preferred
  Stock (net of issuance
  costs of $1,656)......    6,287   26,636  --      --      --          --         --         26,636
 Net loss...............      --       --   --      --      --       (7,926)       --         (7,926)
                          ------- --------  ---    ----   -----    --------      -----       -------
BALANCES AT DECEMBER 31,
 1994...................    7,766   32,593  276       9     --      (12,678)       --         19,924
 Exercise of stock
  options...............      --       --    31      14     --          --         --             14
 Warrants to purchase
  Common Stock issued in
  conjunction with
  senior debt
  financing.............      --       --   --      --      101         --         --            101
 Issuance of Series D
  Convertible Preferred
  Stock (net of issuance
  costs of $1,038)......    1,239    7,638  --      --      --          --         --          7,638
 Translation
  adjustment............      --       --   --      --      --          --        (270)         (270)
 Net loss...............      --       --   --      --      --      (12,796)       --        (12,796)
                          ------- --------  ---    ----   -----    --------      -----       -------
BALANCES AT DECEMBER 31,
 1995...................    9,005   40,231  307      23     101     (25,474)      (270)       14,611
 Exercise of stock
  options (unaudited)...      --       --   136     133     --          --         --            133
 Issuance of Common
  Stock (unaudited).....      --       --    65     130     --          --         --            130
 Issuance of Series D
  Convertible Preferred
  Stock (net of issuance
  costs of $314)
  (unaudited)...........    1,904   13,010  --      --      --          --         --         13,010
 Translation adjustment
  (unaudited)...........      --       --   --      --      --          --        (381)         (381)
 Net loss (unaudited)...      --       --   --      --      --      (11,534)       --        (11,534)
                          ------- --------  ---    ----   -----    --------      -----       -------
BALANCES AT SEPTEMBER
 30, 1996 (unaudited)...   10,909 $ 53,241  508    $286   $ 101    $(37,008)     $(651)      $15,969
                          ======= ========  ===    ====   =====    ========      =====       =======
</TABLE>    
 
 
 
                            See accompanying notes.
 
                                      F-5
<PAGE>
 
                              MAGINET CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                        NINE MONTHS ENDED
                            YEAR ENDED DECEMBER 31,       SEPTEMBER 30,
                            --------------------------  -------------------
                             1993     1994      1995      1995      1996
                            -------  -------  --------  --------  ---------
                                                           (UNAUDITED)
<S>                         <C>      <C>      <C>       <C>       <C>        <C>
OPERATING ACTIVITIES
Net loss..................  $(3,379) $(7,926) $(12,796) $ (8,791)  $(11,534)
Adjustments to reconcile
 net loss to net cash used
 in operating activities:
 Depreciation.............      153      851     3,212     2,222      4,335
 Amortization of prepaid
  royalties...............       18      106       479       342        412
 Amortization of Senior
  Secured Note financing
  costs...................      --       --        145        37        348
 Interest on convertible
  subordinated debt.......      --       192       --        --         --
 Minority interests.......      --      (124)     (248)     (204)      (215)
 Changes in operating
  assets and liabilities:
 Accounts receivable......      (46)    (301)     (844)     (762)      (890)
 Other current assets.....      (90)    (261)     (273)     (280)    (1,055)
 Other assets.............       43     (105)     (303)     (437)    (1,445)
 Accounts payable and
  other accrued
  liabilities.............    1,548    1,431     3,009     1,193        534
                            -------  -------  --------  --------  ---------
 Total adjustments........    1,626    1,789     5,177     2,111      2,024
                            -------  -------  --------  --------  ---------
 Net cash used in
  operating activities....   (1,753)  (6,137)   (7,619)   (6,680)    (9,510)
                            -------  -------  --------  --------  ---------
INVESTING ACTIVITIES
Redemption (purchase) of
 available-for-sale
 securities...............      --      (429)      278       429        151
Investment in video
 systems..................   (2,590)  (8,670)  (13,262)  (10,838)   (14,826)
Investment in property and
 equipment................     (501)    (262)   (1,215)     (558)      (871)
Nonrefundable prepaid
 royalty..................      --       --       (698)      --        (905)
                            -------  -------  --------  --------  ---------
Net cash used in investing
 activities...............   (3,091)  (9,361)  (14,897)  (10,967)   (16,451)
                            -------  -------  --------  --------  ---------
FINANCING ACTIVITIES
Proceeds from debt........      --       374     6,000     6,000      1,120
Payment on debt...........     (257)     --     (6,277)   (6,261)       --
Proceeds (payment) of note
 payable to stockholders..    1,400   (1,400)      --        --         --
Proceeds from Senior
 Secured Notes, net of
 issuance costs...........      --       --     22,811    22,811        --
Proceeds from Convertible
 Subordinated Debt........      --     9,000       --        --         --
Issuance of Preferred
 Stock, net of issuance
 costs....................    3,939   17,444     7,638       --      13,010
Issuance of Common Stock..      --         6        14        14        263
Proceeds from minority
 investors................      --       291       470       470        147
                            -------  -------  --------  --------  ---------
Net cash provided by
 financing activities.....    5,082   25,715    30,656    23,034     14,540
                            -------  -------  --------  --------  ---------
Net increase (decrease) in
 cash and cash
 equivalents..............      238   10,217     8,140     5,387    (11,421)
Cash and cash equivalents
 at beginning of period...       77      315    10,532    10,532     18,672
                            -------  -------  --------  --------  ---------
Cash and cash equivalents
 at end of period.........  $   315  $10,532  $ 18,672  $ 15,919  $   7,251
                            =======  =======  ========  ========  =========
SUPPLEMENTAL SCHEDULE OF
 NONCASH INVESTING AND
 FINANCING ACTIVITIES
Issuance of Series C
 Preferred Stock for
 cancellation of
 convertible subordinated
 debt plus accrued
 interest.................  $   --   $ 9,192  $    --   $    --   $     --
                            =======  =======  ========  ========  =========
Warrants issued in
 connection with Senior
 Secured Notes............  $   --   $   --   $    101  $    101  $     --
                            =======  =======  ========  ========  =========
SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION
Interest paid.............  $    18  $   319  $    187  $    174  $   2,986
                            =======  =======  ========  ========  =========
</TABLE>    
 
                            See accompanying notes.
 
                                      F-6
<PAGE>
 
                              MAGINET CORPORATION
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 ORGANIZATION AND NATURE OF OPERATIONS
 
  In August 1995, MagiNet Corporation (the Company) was created as a holding
company for all of its operating subsidiaries. The Company provides advanced
in-room interactive video entertainment and information systems to hotels in
the Pacific Rim, Middle East, Europe, and Africa.
   
  On August 8, 1996, the Board of Directors authorized the Company to proceed
with an Initial Public Offering (IPO) of Common Stock and increased the
authorized number of shares of Common Stock to 45,000,000. Upon completion of
the IPO, all of the Company's 10,908,878 shares of convertible Preferred Stock
outstanding as of September 30, 1996 will be converted into 10,908,878 shares
of Common Stock. The pro forma effect of these conversions has been reflected
on the accompanying unaudited pro forma balance sheet assuming they had
occurred at September 30, 1996.     
   
  On August 8, 1996, the Board of Directors approved the reincorporation of
the Company in the State of Delaware, which is expected to be effective in
November 1996.     
 
 BASIS OF PRESENTATION
 
  The consolidated financial statements include the accounts of MagiNet
Corporation and its subsidiaries primarily located in the Pacific Rim. All
significant intercompany balances and transactions have been eliminated.
   
  In order for the Company to remain in compliance with the amended senior
note covenants (see Note 3) through September 1997, the Company must achieve
its operating plan and/or raise new capital. If the Company is unable to
achieve the revenue element of its operating plan it may have to substantially
reduce its level of spending in order to remain in compliance with the amended
senior note covenants through September 1997. Management believes it can
achieve its operating plan and/or raise additional equity. The accompanying
financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.     
 
 INTERIM FINANCIAL DATA
   
  The interim financial data for the nine months ended September 30, 1995 and
1996 is unaudited; however, in the opinion of management, the interim data
includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results for the interim periods ended
September 30, 1995, and 1996. Results for the nine months ended September 30,
1996 are not necessarily indicative of the results that may be expected for
the entire year ending December 31, 1996.     
   
 NET LOSS PER SHARE     
   
  Except as noted below, historical net loss per share is computed using the
weighted average number of common shares outstanding. Common equivalent shares
from stock options, convertible Preferred Stock and warrants are excluded from
the computation as their effect is antidilutive, except that, pursuant to the
Securities and Exchange Commission Staff Accounting Bulletins, common and
common share equivalent shares issued during the period beginning 12 months
prior to the initial filing of the Company's Registration Statement at prices
below the assumed public offering price have been included in the calculation
as if they were outstanding for all periods presented (using the treasury
stock method and the assumed public offering price for stock options and
warrants and the if-converted method for convertible Preferred Stock).     
 
                                      F-7
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
  Historical net loss per share information is as follows:
 
<TABLE>     
<CAPTION>
                                                           NINE MONTHS ENDED
                                YEAR ENDED DECEMBER 31,      SEPTEMBER 30,
                                -------------------------  ------------------
                                 1993     1994     1995      1995      1996
                                -------  -------  -------  --------  --------
   <S>                          <C>      <C>      <C>      <C>       <C>
   Net loss per share..........  $(0.73)  $(1.72)  $(2.77)   $(1.90)   $(2.49)
   Shares used in computing
    historical net loss per
    share (in thousands).......   4,598    4,606    4,626     4,620     4,641
</TABLE>    
 
  Pro forma net loss per share has been computed as described above and also
gives effect to the conversion of convertible preferred shares not included
above that will automatically convert upon completion of the Company's initial
public offering (using the if-converted method). Such shares are included from
the original date of issuance.
 
 REVENUE RECOGNITION AND CONCENTRATION OF CREDIT RISK
 
  The Company installs and operates its video systems at no cost to the
hotels, and issues invoices to the hotels and recognizes revenue, less an
allowance for denials, each month based on reported viewings of hotel guests.
The Company also sells its video systems to hotels in markets where it does
not expect to maintain operations. The Company performs ongoing credit
evaluations of its installed hotels and does not generally require collateral.
Reserves are maintained for potential credit losses and such losses have been
within management's expectations.
 
 FOREIGN CURRENCY TRANSLATION
 
  The Company's foreign subsidiaries use as their functional currency the
local currencies of the countries in which they operate. Their assets and
liabilities are translated into U.S. dollars at the exchange rates in effect
at the balance sheet date. Revenues and expenses are translated at average
rates of exchange prevailing during the period. The resulting cumulative
translation adjustments are disclosed as a separate component of stockholders'
equity. Foreign currency transaction gains and losses were not material in any
of the comparison periods.
 
 IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
  The Company adopted in 1996, FASB Statement No.121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(FAS 121), which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. FAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The adoption of FAS 121
did not have a material impact on the Company.
 
 USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
 
                                      F-8
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
   
 CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS     
   
  The Company invests its surplus cash principally in money market funds and
certificates of deposit. Those investments maturing within 90 days after
purchase are classified as cash equivalents. Those maturing after 90 days are
classified as short-term investments. Short-term investments are stated at
cost which approximates market. All marketable securities held by the Company
are classified as available-for-sale. The Company has not realized any
material gains or losses on such investments during the nine months ended
September 30, 1995 and 1996, and during the years ended December 31, 1993,
1994 and 1995.     
 
  The Company's marketable investments consist of the following:
 
<TABLE>     
<CAPTION>
                                                    DECEMBER 31,
                                                   --------------- SEPTEMBER 30,
                                                    1994    1995       1996
                                                   ------- ------- -------------
                                                          (IN THOUSANDS)
   <S>                                             <C>     <C>     <C>
   Cash........................................... $   908 $ 2,623    $ 1,814
   Money market...................................   3,496  12,768      4,306
   Certificates of deposit........................     599   3,432      1,131
   U.S. treasury obligation.......................   3,000     --         --
   U.S. commercial paper..........................   2,958     --         --
                                                   ------- -------    -------
   Total.......................................... $10,961 $18,823    $ 7,251
                                                   ======= =======    =======
   Disclosed as:
     Cash and cash equivalents.................... $10,532 $18,672    $ 7,251
     Short-term investments.......................     429     151        --
                                                   ------- -------    -------
     Total........................................ $10,961 $18,823    $ 7,251
                                                   ======= =======    =======
</TABLE>    
   
  During the nine months ended September 30, 1995 and 1996, there were no
gross cash flows from the purchases of available-for-sale securities. During
the nine months ended September 30, 1995 and 1996 gross cash flows from the
maturities of available-for-sale securities were $429,000 and $151,000,
respectively.     
 
  Gross cash flows from the purchases of available-for-sale securities were
none, $429,000 and $151,000 for the years ended December 31, 1993, 1994 and
1995. Gross cash flows from the maturities of available-for-sale securities
were none for the years ended December 31, 1993 and 1994, and $429,000 for the
year ended December 31, 1995.
   
  At September 30, 1996, the Company held approximately $256,000 of restricted
cash as collateral against an equipment lease line of credit and $500,000 of
certificates of deposit restricted as collateral for letters of credit which
expire on December 31, 1996.     
   
 DEFERRED DEBT FINANCING COSTS     
 
  Debt financing costs are deferred and amortized over the term of the related
debt. The Company's deferred financing costs are included within other assets
and consist of the following:
 
<TABLE>     
<CAPTION>
                                                    DECEMBER 31, SEPTEMBER 30,
                                                        1995         1996
                                                    ------------ -------------
                                                          (IN THOUSANDS)
   <S>                                              <C>          <C>
   Deferred financing costs incurred in connection
    with the August 1995 issuance of Senior
    Secured Notes, net of amortization of $145 at
    December 31, 1995 and $493 at September 30,
    1996..........................................     $2,045       $1,697
                                                       ======       ======
</TABLE>    
 
                                      F-9
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
   
 VIDEO SYSTEMS     
 
  Video systems are stated at cost, net of accumulated depreciation, and
consist of the following:
 
<TABLE>     
<CAPTION>
                                              DECEMBER 31,
                                         ----------------------- SEPTEMBER 30,
                                          1994         1995          1996
                                         -------  -------------- -------------
                                                  (IN THOUSANDS)
   <S>                                   <C>      <C>            <C>
   Installed video systems.............. $ 7,592     $20,845        $31,097
   Uninstalled video systems and
    installations-in-progress...........   3,935       3,674          7,871
                                         -------     -------        -------
                                          11,527      24,519         38,968
   Less accumulated depreciation........    (823)     (3,558)        (7,285)
                                         -------     -------        -------
                                         $10,704     $20,961        $31,683
                                         =======     =======        =======
</TABLE>    
 
  Installed video systems consist of equipment and installation costs at hotel
locations and are depreciated using the straight-line method over the lesser
of the life of the contract or five years. Uninstalled video systems and
installations-in-progress consist primarily of purchased components.
   
 PROPERTY AND EQUIPMENT     
 
  Property and equipment is stated at cost, less accumulated depreciation and
consist of the following:
 
<TABLE>     
<CAPTION>
                                               DECEMBER 31,
                                            -------------------- SEPTEMBER 30,
                                            1994       1995          1996
                                            ----  -------------- -------------
                                                  (IN THOUSANDS)
   <S>                                      <C>   <C>            <C>
   Computer and video testing equipment.... $703      $1,758        $2,578
   Furniture and fixtures..................  117         277           328
                                            ----      ------        ------
                                             820       2,035         2,906
   Less accumulated depreciation........... (182)       (659)       (1,161)
                                            ----      ------        ------
                                            $638      $1,376        $1,745
                                            ====      ======        ======
</TABLE>    
 
  Property and equipment is depreciated using the straight-line method over an
estimated useful life of between two and seven years.
 
2. TECHNOLOGY AGREEMENTS
   
  Pursuant to an agreement in 1992, the Company has the exclusive right to use
certain technology in the design and manufacture of its product, as defined in
the agreement, for use in specific countries principally in the Pacific Rim,
Middle East and Africa. The owner of the technology became a related party
pursuant to the purchase of Preferred Stock in 1993. Such owner held a seat on
the Company's Board of Directors until December 1995. As of September 30,
1996, such owner's share of total outstanding voting securities had declined
to approximately 3%. In addition, pursuant to a technology license agreement
entered into in December 1995, the Company acquired the exclusive right to use
another technology in the design and manufacture of its product for use
outside of North America.     
   
  The Company has paid cumulative nonrefundable royalties of $2,000,000 as of
September 30, 1996 in prepayments against future royalty obligations. Future
royalty obligation terms range from a certain percentage of net revenues less
hotel commissions (subject to reduction upon certain conditions) generated
from use of the     
 
                                     F-10
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
   
technology to a flat fee per room per month where the technology is utilized.
Additional nonrefundable royalty prepayments in the amount of $3,000,000 will
be due in the fourth quarter of 1996, $1,000,000 in 1997 and $1,500,000 in
1998, based on performance of the vendor in providing additional enhancements
to the technology.     
 
3. DEBT
 
  Short-term debt represents notes payable on borrowings by the Company's
majority-owned joint venture in Japan from the joint venture's minority
partner, and the current portion of liabilities for an equipment lease line of
credit in Korea. Interest on the Japanese note accrues at 9.5%. Both interest
and principal on the Japanese note are payable after the joint venture is
profitable for at least one quarter.
   
  Long-term debt consists of Senior Secured Notes issued by the Company on
August 15, 1995, and an amount borrowed pursuant to a $2.8 million equipment
lease line of credit in South Korea which was established in May, 1996. The
equipment lease line of credit is partially denominated in Korean won and
partially in U.S. dollars. The balance due on the equipment lease line was
$962,000 at September 30, 1996 and is to be repaid over 5 years at LIBOR plus
1.42% on the U.S. portion and at South Korean Basic Lending Rate on the South
Korean portion. The interest rate at September 30, 1996 was approximately 8%
per annum. The amount of restricted cash collateralized against the South
Korean equipment lease line was $256,000 at September 30, 1996.     
   
  The $24,900,000 Senior Secured Notes are payable in full on August 15, 2000
and bear interest at 11.5% per annum. Interest is payable semiannually on
February 15 and August 15. The Company has pledged, as collateral to the
holders of Senior Secured Notes, between 66% and 100% of its shares in each of
its wholly owned subsidiaries and majority-owned joint ventures. The Senior
Secured Notes covenants restrict payment of dividends and contains specific
financial covenants. At September 30, 1996 the Company was not in compliance
with a financial covenant but has obtained a waiver from the Secured Senior
Note holders. In addition the Senior Secured Note financial covenants have
been amended in exchange for the elimination of a 100,000 share adjustment
provision in outstanding warrants and a commitment to issue new warrants for
up to 1,000,000 additional shares at an exercise price of $7 per share if the
Company does not raise additional equity capital of at least $40 million by
March 31, 1997, such as an IPO.     
   
  The carrying value of the Senior Secured Notes approximates fair value at
September 30, 1996. The fair value of the Company's Senior Secured Notes was
estimated using discounted cash flow analysis, based on the incremental
borrowing rates currently available to the Company for borrowings with similar
terms and maturity.     
 
4. COMMITMENTS
   
  The Company leases its headquarters and foreign sales and support facilities
and certain equipment under noncancelable operating leases. At September 30,
1996, minimum lease commitments are as follows:     
 
<TABLE>       
<CAPTION>
                                                                    OPERATING
                                                                     LEASES
                                                                  --------------
                                                                  (IN THOUSANDS)
      <S>                                                         <C>
      Three months ending December 31, 1996......................      $147
      Years ending December 31, 1997.............................       324
        1998.....................................................       159
        1999.....................................................        27
        2000.....................................................         8
                                                                       ----
      Total minimum payments required............................      $665
                                                                       ====
</TABLE>    
 
                                     F-11
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
   
  Rent expense was approximately $235,000 and $454,000 for the nine months
ended September 30, 1995 and 1996 and $59,000, $222,000 and $320,000 for the
years ended December 31, 1993, 1994 and 1995, respectively.     
 
5. STOCKHOLDERS' EQUITY
 
 PREFERRED STOCK
   
  Preferred Stock authorized and outstanding at September 30, 1996 is as
follows:     
 
<TABLE>
<CAPTION>
                                       NUMBER OF SHARES
                                    ----------------------          AGGREGATE
                                               ISSUED AND          LIQUIDATION
                                    AUTHORIZED OUTSTANDING AMOUNT  PREFERENCE
                                    ---------- ----------- ------- -----------
                                          (IN THOUSANDS, EXCEPT SHARES)
   <S>                              <C>        <C>         <C>     <C>
   Designated series (all convert-
    ible):
      A...........................     150,000    150,000  $   277   $   300
      B...........................   1,328,930  1,328,927    5,680     5,980
      C...........................   7,500,000  6,287,093   26,636    28,292
      D...........................   3,142,858  3,142,858   20,648    22,000
                                    ---------- ----------  -------   -------
                                    12,121,788 10,908,878  $53,241   $56,572
                                    ========== ==========  =======   =======
</TABLE>
   
  All series of Preferred Stock are convertible at the stockholder's option at
any time into Common Stock on a one-for-one basis (subject to adjustment for
certain dilutive events). All series have voting rights equal to the voting
rights of the shares of Common Stock they would have upon conversion.
Conversion is automatic upon the closing of an underwritten public offering
with aggregate offering proceeds exceeding $25,000,000. At September 30, 1996,
the Company had reserved 10,908,878 shares of Common Stock to be issued to
stockholders upon conversion of the outstanding Preferred Stock.     
 
  Holders of Preferred Stock are entitled to noncumulative dividends (per
share) as follows:
 
<TABLE>
      <S>                                                                  <C>
      Series A............................................................ $0.16
      Series B............................................................ $0.36
      Series C............................................................ $0.36
      Series D............................................................ $0.56
</TABLE>
   
  Dividends, if declared, shall be set apart for payment and paid first to
holders of Series D Preferred Stock, second to holders of Series C Preferred
Stock, and third ratably to the holders of Series A and B Preferred Stock. No
dividends shall be declared on Common Stock until all holders of Preferred
Stock have been paid in full. As of September 30, 1996 no dividends have been
declared.     
 
  In the event of a liquidation or winding up of the Company, holders of
Preferred Stock are entitled to the following liquidation preferences (per
share):
 
<TABLE>
      <S>                                                                  <C>
      Series A............................................................ $2.00
      Series B............................................................ $4.50
      Series C............................................................ $4.50
      Series D............................................................ $7.00
</TABLE>
 
  The liquidation preferences are to be paid in full, so long as proceeds are
available, first to the holders of Series D Preferred Stock, second to the
holders of Series C Preferred Stock, third to the holders of Series B
 
                                     F-12
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
Preferred Stock, and fourth to the holders of Series A Preferred Stock. If any
assets of the Company remain after payment of the full liquidation preferences
of the holders of Preferred Stock, they will be distributed among the holders
of Series B, Series C, and Series D Preferred Stock and Common Stock in
proportion to the shares of Common Stock then held by them and the shares of
Common Stock which they then have the right to acquire upon the conversion of
their Preferred Stock.
 
 STOCK OPTION PLANS
 
  The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
Statement No. 123, "Accounting for Stock-Based Compensation" (FAS 123),
requires use of option valuation models that were not developed for use in
valuing employee stock options. Under APB 25, because the exercise price of
the Company's employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized.
 
  The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.
   
  During 1992, the Company adopted two stock option plans, the Key Personnel
Stock Option Plan and the 1992 Stock Option Plan (together, the Plans). The
Plans provide that options for 3,800,000 shares of Common Stock may be granted
to employees, officers, directors, consultants and promotional representatives
of the Company. The Plans allow for both incentive and nonqualified stock
options to be granted to employees.     
 
  The Plans provide that the exercise price for incentive stock options will
be no less than the fair market value of the Company's Common Stock (no less
than 85% of fair market value for nonqualified stock options), as determined
by the board of directors at the date of grant. These options have five year
terms and become exercisable ratably over three to four years.
 
  The effect of applying the FASB statement's minimum value method to the
Company's stock option awards did not result in pro forma net loss and loss
per share that are materially different from historical amounts reported.
Therefore, such pro forma information is not separately presented herein.
Future pro forma net income and earnings per share results may be materially
different from actual amounts reported.
 
                                     F-13
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
 
  Aggregate option activity is as follows:
 
<TABLE>     
<CAPTION>
                                                   OUTSTANDING STOCK OPTIONS
                                                   ----------------------------
                                                                     WEIGHTED
                                                                     AVERAGE
                                                    NUMBER OF       PRICE PER
                                                      SHARES          SHARE
                                                   --------------  ------------
   <S>                                             <C>             <C>
   Balance at December 31, 1992...................         49,000    $     0.45
     Granted......................................         58,300    $     0.46
                                                   --------------
   Balance at December 31, 1993...................        107,300    $     0.46
     Granted......................................        149,750    $     0.83
     Exercised....................................        (12,469)   $     0.45
     Canceled.....................................        (34,331)   $     0.46
                                                   --------------
   Balance at December 31, 1994...................        210,250    $     0.72
     Granted......................................        951,450    $     1.12
     Exercised....................................        (30,913)   $     0.47
     Canceled.....................................       (118,337)   $     0.89
                                                   --------------
   Balance at December 31, 1995...................      1,012,450    $     1.09
     Granted......................................        962,824    $     2.97
     Exercised....................................       (135,810)   $     0.97
     Canceled.....................................       (137,384)   $     0.99
                                                   --------------
   Balance at September 30, 1996..................      1,702,080    $     2.17
                                                   ==============
</TABLE>    
   
  As of September 30, 1996, 1,918,728 shares of Common Stock reserved under
the Plans were available for granting of additional options. The price range
at September 30, 1996 of options outstanding under the Plans is $0.45 to
$8.00. The weighted average contractual life of the outstanding options at
September 30, 1996 is 46 months.     
   
  On August 8, 1996, the Board of Directors approved the 1996 Director's Stock
Option Plan and reserved a total of 200,000 shares of the Company's authorized
but unissued Common Stock for issuance to non-employee directors upon the
exercise of options granted. Options must be granted with exercise prices at
least equal to the fair market value of the Common Stock on the date of grant
as determined by the Company's Board of Directors.     
   
  On August 8, 1996, the Board of Directors approved the 1996 Employee Stock
Purchase Plan and reserved a total of 200,000 shares of the Company's
authorized but unissued Common Stock for issuance thereunder. At September 30,
1996, the Company has reserved 4,020,808 shares of authorized Common Stock for
issuance under all of the Company's stock option plans.     
 
                                     F-14
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
 
  The following table summarizes the number and weighted average price per
share of exercisable stock options under the Plans.
 
<TABLE>     
<CAPTION>
                                                    EXERCISABLE STOCK OPTIONS
                                                    ---------------------------
                                                                     WEIGHTED
                                                                     AVERAGE
                                                     NUMBER OF      PRICE PER
                                                       SHARES         SHARE
                                                    -------------  ------------
   <S>                                              <C>            <C>
   December 31, 1993...............................         23,748   $      0.47
   December 31, 1994...............................         44,432   $      0.50
   December 31, 1995...............................        314,187   $      0.96
   September 30, 1996..............................        521,933   $      1.37
</TABLE>    
 
WARRANTS
   
  As of September 30, 1996, warrants to purchase 2,520,396 shares of Common
Stock were outstanding at exercise prices of $0.50 to $7.00 per share. As of
September 30, 1996, warrants to purchase 1,184,444 shares of Series C
Preferred Stock were outstanding at an exercise price of $4.50 per share. At
September 30, 1996, the Company has reserved 3,704,840 shares of authorized
Common Stock pursuant to these warrants. All warrants are exercisable at the
option of the holders on or before dates ranging from March 1, 1998 through
September 29, 1999, or earlier upon effectiveness of an initial public
offering.     
 
6. INCOME TAXES
 
  The provision for income taxes is comprised of the following:
 
<TABLE>     
<CAPTION>
                                    YEAR ENDED DECEMBER 31,      NINE MONTHS
                                   -------------------------        ENDED
                                     1993     1994    1995    SEPTEMBER 30, 1996
                                   -------- -------- ------- -------------------
                                                  (IN THOUSANDS)
   <S>                             <C>      <C>      <C>     <C>
   State
     Current...................... $    --  $    --  $     2        $  4
   Foreign
     Current......................      --       --        8          10
     Deferred.....................      --       --      544         667
                                   -------- -------- -------        ----
                                   $    --  $    --  $   554        $681
                                   ======== ======== =======        ====
</TABLE>    
 
                                     F-15
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
 
  The Company's effective provision for income taxes from continuing
operations differs from the amount computed by applying the federal statutory
rate of 34% due to the following:
 
<TABLE>     
<CAPTION>
                                 YEAR ENDED DECEMBER 31,       NINE MONTHS
                                 -------------------------        ENDED
                                  1993     1994     1995    SEPTEMBER 30, 1996
                                 -------  -------  -------  ------------------
                                               (IN THOUSANDS)
   <S>                           <C>      <C>      <C>      <C>
   Expected benefit at federal
    statutory rate.............  $(1,149) $(2,695) $(4,162)      $(3,690)
   Net operating losses not
    benefitted.................    1,149    2,695    4,162         3,690
   State taxes.................      --       --         2             4
   Foreign withholding taxes...      --       --       544           667
   Other, net..................      --       --         8            10
                                 -------  -------  -------       -------
   Provision for income taxes..  $   --   $   --   $   554       $   681
                                 =======  =======  =======       =======
</TABLE>    
   
  For the years ended December 31, 1993, 1994 and 1995 and the nine months
ended September 30, 1996 the Company had pre-tax losses from foreign
operations of $408,000, $1,239,000, $3,990,000 and $3,628,000, respectively.
    
  As of December 31, 1995, the Company had federal net operating loss
carryforwards and research and development tax credits of approximately
$16,200,000 and $130,000, respectively. The net operating loss and credit
carryforwards will expire at various dates beginning in 2007 through 2011. The
Company had state net operating loss carryforwards of approximately $9,500,000
as of December 31, 1995, which will expire at various dates beginning in 1997
through 2002. The Company also had foreign net operating loss carryforwards
from various taxing authorities of approximately $5,800,000 at December 31,
1995. The principal portion of the foreign net operating loss carryforwards
will expire at various dates beginning in 1999 through 2000.
 
  Utilization of the federal and state net operating losses and credits may be
subject to a substantial annual limitation due to the "change in ownership"
provisions of the Internal Revenue Code of 1986 and similar state provisions.
The annual limitation may result in the expiration of net operating losses and
credits before utilization.
 
                                     F-16
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
 
  Significant components of the Company's deferred tax assets for federal,
state and foreign income taxes are as follows:
 
<TABLE>     
<CAPTION>
                                   YEAR ENDED DECEMBER 31,      NINE MONTHS
                                   ------------------------        ENDED
                                      1994         1995      SEPTEMBER 30, 1996
                                   -----------  -----------  ------------------
                                                 (IN THOUSANDS)
   <S>                             <C>          <C>          <C>
   Deferred tax assets:
     Federal and state net
      operating losses...........  $     3,450  $     6,090       $  8,620
     Foreign net operating
      losses.....................          540        1,890          3,324
     Research credit
      carryforwards..............          150          200            220
     Capitalized research &
      development................           90          130            170
     Video systems reserves......          520          600            590
     Other.......................           50           90             85
                                   -----------  -----------       --------
     Total deferred tax assets...        4,800        9,000         13,009
     Valuation allowance for
      deferred tax assets........       (4,800)      (9,000)       (13,009)
                                   -----------  -----------       --------
     Net deferred tax assets.....          --           --             --
                                   -----------  -----------       --------
   Deferred tax liabilities:
     Foreign withholding taxes...          --          (544)        (1,211)
                                   -----------  -----------       --------
     Net deferred tax liability..  $       --   $      (544)      $ (1,211)
                                   ===========  ===========       ========
</TABLE>    
 
  Due to the Company's lack of earnings history, the net deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased
by $1,300,000 and $3,000,000 in 1993 and 1994, respectively.
 
                                      F-17
<PAGE>
 
                              MAGINET CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
        
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                UNAUDITED)     
 
 
7. GEOGRAPHIC DATA
   
  Geographic information for the years ended December 31, 1993, 1994 and 1995
and the nine months ended September 30, 1996 is presented in the following
table. Identifiable assets are those that can be directly associated with a
particular geographic area.     
 
<TABLE>     
<CAPTION>
                                 YEAR ENDED DECEMBER 31,        NINE MONTHS
                                 --------------------------        ENDED
                                  1993     1994      1995    SEPTEMBER 30, 1996
                                 -------  -------  --------  ------------------
                                               (IN THOUSANDS)
   <S>                           <C>      <C>      <C>       <C>
   Net revenue
     United States.............. $   --   $   --   $    --        $    146
     Pacific Rim................     395    2,342     8,520         11,000
     Other......................     --       --        169            902
                                 -------  -------  --------       --------
                                 $   395  $ 2,342  $  8,689       $ 12,048
                                 =======  =======  ========       ========
   Operating loss
     United States.............. $(3,111) $(6,763) $ (5,637)      $ (3,772)
     Pacific Rim................    (240)    (941)   (3,763)        (2,877)
     Other......................     --       (10)     (508)          (828)
     Intercompany elimination...     --       (83)   (1,591)        (1,508)
                                 -------  -------  --------       --------
                                 $(3,351) $(7,797) $(11,499)      $ (8,985)
                                 =======  =======  ========       ========
   Identifiable assets
     United States.............. $ 4,752  $23,925  $ 49,266       $ 54,456
     Pacific Rim................   1,050    6,308    22,689         32,675
     Other......................     --        15     1,701          5,673
     Intercompany elimination...  (1,091)  (6,249)  (27,116)       (43,320)
                                 -------  -------  --------       --------
                                 $ 4,711  $23,999  $ 46,540       $ 49,484
                                 =======  =======  ========       ========
</TABLE>    
       
       
          
8. EVENTS SUBSEQUENT TO DATE OF AUDITOR'S REPORT     
   
  In November 1996, the Company signed a definitive agreement to acquire all
of the outstanding shares of Prodac Prozessdatentechnik GmbH (Prodac).
Pursuant to the agreement, following the closing of an equity offering of at
least $40 million by January 10, 1997 and subsequent to the Board of Directors
approval of the acquisition within ten days of the minimum equity offering,
MagiNet will pay approximately 25.8 million Deutsche Marks (DM) in stock and
cash. In addition the shareholders/founders of Prodac will be eligible to
receive as compensation DM 5 million in cash and stock in each of 1997, 1998
and 1999 based on the achievement of annual financial and performance
milestones. The merger will be accounted for using the purchase method of
accounting.     
 
                                     F-18
<PAGE>
 
              REPORT OF ERNST & YOUNG GMBH, INDEPENDENT AUDITORS
 
Board of Directors
   
PRODAC Prozessdatentechnik GmbH.     
   
  We have audited the accompanying consolidated balance sheets of PRODAC
Prozessdatentechnik GmbH (a German Limited Liability Company) and subsidiaries
as of December 31, 1994 and 1995, and the related consolidated statements of
operations, shareholders' deficiency and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.     
 
  We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
   
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of PRODAC
Prozessdatentechnik GmbH and subsidiaries at December 31, 1994 and 1995, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995 in conformity with
accounting principles generally accepted in the United States of America.     
                                             
                                          Ernst & Young GmbH     
   
Dusseldorf, Germany     
August 30, 1996
 
                                     F-19
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
                          CONSOLIDATED BALANCE SHEETS
                               (IN DM THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                  DECEMBER 31,
                                                  --------------  SEPTEMBER 30,
                                                   1994    1995       1996
                                                  ------  ------  -------------
                                                                   (UNAUDITED)
<S>                                               <C>     <C>     <C>
ASSETS
Current assets:
  Cash and cash equivalents......................    300     857        353
  Accounts receivable, net (Note 3)..............  1,750   2,867      6,051
  Prepaid expenses...............................     34      65         30
  Other current assets...........................    116     674        697
                                                  ------  ------     ------
Total current assets.............................  2,200   4,463      7,131
Inventory (Note 4)...............................  1,131   3,187      3,380
Video systems:
  Cost of systems................................ 20,200  28,786     40,409
  Less accumulated depreciation..................  7,428  12,386     17,922
                                                  ------  ------     ------
                                                  12,772  16,400     22,487
Property and equipment:
  Machinery and equipment........................     50      60         60
  Office furniture and equipment.................  2,611   2,514      3,073
                                                  ------  ------     ------
                                                   2,661   2,574      3,133
  Less accumulated depreciation..................  1,724   1,607      1,964
                                                  ------  ------     ------
                                                     937     967      1,169
Deferred tax asset, net (Note 8).................    --      --       1,409
                                                  ------  ------     ------
Total assets..................................... 17,040  25,017     35,576
                                                  ======  ======     ======
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
  Bank overdrafts................................    --      --       1,058
  Accounts payable...............................    785   3,909      4,353
  Accrued compensation...........................    331     725      1,109
  Accrued income taxes...........................     76     230      2,129
  Other accrued liabilities......................  1,323   1,791      2,042
  Current portion of long term debt (Note 7).....  4,177   6,076      7,253
                                                  ------  ------     ------
Total current liabilities........................  6,692  12,731     17,944
Accrued pension liability (Note 12)..............    368     434        486
Long term debt (Note 7).......................... 11,163  16,709     23,965
Commitments (Note 5)
Shareholders' deficiency:
  Registered capital.............................  1,000   1,000      1,000
  Retained earnings--restricted..................    --      500        500
  Accumulated deficit............................ (2,206) (6,478)    (8,297)
  Cumulative translation adjustment..............     23     121        (22)
                                                  ------  ------     ------
Shareholders' deficiency......................... (1,183) (4,857)    (6,819)
                                                  ------  ------     ------
Total liabilities and shareholders' deficiency... 17,040  25,017     35,576
                                                  ======  ======     ======
</TABLE>    
 
                            See accompanying notes.
 
                                      F-20
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               (IN DM THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                                 NINE MONTHS
                                             YEAR ENDED             ENDED
                                            DECEMBER 31,        SEPTEMBER 30,
                                        ----------------------  --------------
                                         1993    1994    1995    1995    1996
                                        ------  ------  ------  ------  ------
                                                                 (UNAUDITED)
<S>                                     <C>     <C>     <C>     <C>     <C>
Revenue................................ 12,269  13,836  16,879  11,777  19,238
Costs and expenses:
  Direct costs.........................  6,792   6,623   9,557   6,779   8,966
  Depreciation and amortization........  2,516   3,965   5,479   3,734   5,749
  Operating, selling, general and
   administrative......................  3,906   3,674   4,590   2,700   4,526
                                        ------  ------  ------  ------  ------
Total costs and expenses............... 13,214  14,262  19,626  13,213  19,241
                                        ------  ------  ------  ------  ------
Operating loss.........................   (945)   (426) (2,747) (1,436)     (3)
Interest expense, net..................  1,176   1,384   1,713   1,166   1,933
Foreign exchange (gain) loss...........    (99)    146      23     --     (216)
Other (income) expense, net............   (866)   (585)   (892)   (426)   (561)
                                        ------  ------  ------  ------  ------
Loss before income taxes............... (1,156) (1,371) (3,591) (2,176) (1,159)
Provision (benefit) for income taxes:
  Current..............................     12      68     181     138   2,069
  Deferred.............................    (51)    --      --      --   (1,409)
                                        ------  ------  ------  ------  ------
                                           (39)     68     181     138     660
                                        ------  ------  ------  ------  ------
Net loss............................... (1,117) (1,439) (3,772) (2,314) (1,819)
                                        ======  ======  ======  ======  ======
</TABLE>    
 
 
                            See accompanying notes.
 
                                      F-21
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                               (IN DM THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                                            TOTAL
                                      RETAINED              CUMULATIVE  SHAREHOLDERS'
                          REGISTERED EARNINGS-- ACCUMULATED TRANSLATION    EQUITY
                           CAPITAL   RESTRICTED   DEFICIT   ADJUSTMENT  (DEFICIENCY)
                          ---------- ---------- ----------- ----------- -------------
<S>                       <C>        <C>        <C>         <C>         <C>
BALANCE AT JANUARY 1,
 1993...................      260       --           844        --          1,104
 Capital contribution...      740       --           --         --            740
 Net loss...............      --        --        (1,117)       --         (1,117)
 Dividends..............      --        --          (494)       --           (494)
 Foreign currency
  translation
  adjustment............      --        --           --         (20)          (20)
                            -----       ---       ------       ----        ------
BALANCE AT DECEMBER 31,
 1993...................    1,000       --          (767)       (20)          213
 Net loss...............      --        --        (1,439)       --         (1,439)
 Foreign currency
  translation
  adjustment............      --        --           --          43            43
                            -----       ---       ------       ----        ------
BALANCE AT DECEMBER 31,
 1994...................    1,000                 (2,206)        23        (1,183)
 Net loss...............      --        --        (3,772)       --         (3,772)
 Transfer to Retained
  Earnings--Restricted..      --        500         (500)       --            --
 Foreign currency
  translation
  adjustment............      --        --           --          98            98
                            -----       ---       ------       ----        ------
BALANCE AT DECEMBER 31,
 1995...................    1,000       500       (6,478)       121        (4,857)
 Net loss (unaudited)...      --        --        (1,819)       --         (1,819)
 Foreign currency
  translation adjustment
  (unaudited)...........      --        --           --        (143)         (143)
                            -----       ---       ------       ----        ------
BALANCE AT SEPTEMBER 30,
 1996
 (unaudited)............    1,000       500       (8,297)       (22)       (6,819)
                            =====       ===       ======       ====        ======
</TABLE>    
 
 
                            See accompanying notes.
 
                                      F-22
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN DM THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                               NINE MONTHS
                                           YEAR ENDED             ENDED
                                          DECEMBER 31,        SEPTEMBER 30,
                                      ----------------------  ---------------
                                       1993    1994    1995    1995    1996
                                      ------  ------  ------  ------  -------
                                                               (UNAUDITED)
<S>                                   <C>     <C>     <C>     <C>     <C>
OPERATING ACTIVITIES
Net loss............................. (1,117) (1,439) (3,772) (2,314)  (1,819)
Adjustments to reconcile net loss to
 net cash provided by operating
 activities:
  Depreciation and amortization......  2,516   3,965   5,479   3,734    5,749
  Deferred taxes.....................    (51)    --      --      --    (1,409)
  Exchange gain (loss)...............    (99)    146      23     --      (216)
  Changes in operating assets and
   liabilities:
    Accounts receivable..............    977      47  (1,117) (1,330)  (3,184)
    Inventory........................   (970)    523  (2,056)   (752)    (193)
    Prepaid expenses and other
     current assets..................    482     467    (589) (1,215)      12
    Accounts payable, accrued and
     other liabilities...............    489  (1,759)  4,206   5,321    4,088
                                      ------  ------  ------  ------  -------
Net cash provided by operating
 activities..........................  2,227   1,950   2,174   3,444    3,028
INVESTING ACTIVITIES
Purchase of property, plant, and
 equipment, net......................    (76)   (269)   (468)   (241)    (557)
Purchase and manufacture of video
 systems............................. (4,375) (8,438) (8,669) (5,205) (11,481)
Sale of investments..................    --      133     --      --       --
                                      ------  ------  ------  ------  -------
Net cash used in investing
 activities.......................... (4,451) (8,574) (9,137) (5,446) (12,038)
FINANCING ACTIVITIES
Proceeds from issuance of new debt...  4,617   9,040  12,175   6,546   13,752
Repayment of debt.................... (1,778) (3,026) (4,730) (3,550)  (5,319)
Capital contribution from
 shareowners.........................    740     --      --      --       --
Dividends paid.......................   (494)    --      --      --       --
                                      ------  ------  ------  ------  -------
Net cash provided by financing
 activities..........................  3,085   6,014   7,445   2,996    8,433
Effect of exchange rate changes on
 cash................................    120    (102)     75      73       73
                                      ------  ------  ------  ------  -------
Net increase (decrease) in cash......    981    (712)    557   1,067     (504)
Cash and cash equivalents at
 beginning of period.................     31   1,012     300     300      857
                                      ------  ------  ------  ------  -------
Cash and cash equivalents at end of
 period..............................  1,012     300     857   1,367      353
                                      ======  ======  ======  ======  =======
</TABLE>    
 
                            See accompanying notes.
 
                                      F-23
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
                   
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
1. ORGANIZATION OF BUSINESS AND BASIS OF PRESENTATION
 
 ORGANIZATION AND NATURE OF OPERATIONS
   
  PRODAC Prozessdatentechnik GmbH (the "Company" or "PRODAC") was merged
effective January 1, 1993, with Protronic Electronicgerate GmbH with an
original capitalization of TDM 260 ("TDM" is thousands of Deutsche Mark). In
1993, the shareowners contributed an additional TDM 740 in capital to bring
the registered capital to DM 1.0 million.     
   
  In 1991 the Company purchased a 17% interest in Hogodata Deutschland GmbH,
located in Bad Wiessee, Germany. The Company sold its investment in June 1994
for a net book value of TDM 133.     
   
  The Company formed a subsidiary, PRODAC Hotelvideo-Communicationssystems
Ltd., ("PRODAC Ltd.") located in Bedford, UK, in 1992 whereby it obtained a
75% ownership interest. PRODAC Ltd. is included in the consolidated financial
statements.     
   
  Also in 1992, the Company founded a subsidiary, PRODAC Hotelvideosysteme
Vertriebs-GmbH ("PRODAC Austria") located in Vienna, Austria and originally
obtained a 75% ownership interest. In 1996, the Company acquired the remaining
25% of PRODAC Austria for TOS 100 (TDM 15), ("TOS" is thousands of Austrian
Schilling). PRODAC Austria is included in the consolidated financial
statements.     
 
  The Company is one of the leading providers to the hospitality industry in
Europe of interactive video entertainment and information systems. The Company
develops, manufactures and installs its own scheduled broadcast and
interactive video entertainment and information systems.
   
  On November 6, 1996, the shareowners and directors have entered into an
agreement with MagiNet Corporation for the sale of the Company.     
 
  The Company's continued level of operations is dependent upon continuing to
grow its business and obtaining additional financing for that growth.
 
 BASIS OF PRESENTATION
 
  The accompanying financial statements have been prepared in accordance with
United States generally accepted accounting principles ("U.S. GAAP"). The
Company maintains its financial records in accordance with the German
Commercial Code, which represents generally accepted accounting principles in
Germany ("German GAAP"). Generally accepted accounting principles in Germany
vary in certain respects from U.S. GAAP. Accordingly, the Company has recorded
certain adjustments in order that these financial statements be in accordance
with U.S. GAAP.
 
 INTERIM FINANCIAL DATA
   
  The interim financial information for the nine months ended September 30,
1995 and 1996 is unaudited, however, in the opinion of management, the interim
data included all adjustments, consisting only of normal     
 
                                     F-24
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
recurring adjustments, necessary for a fair presentation of the results for
the interim periods ended September 30, 1995 and 1996. Results for the nine
months ended September 30, 1996 are not necessarily indicative of the results
that may be expected for the entire year ending December 31, 1996.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 PRINCIPLES OF CONSOLIDATION
 
  The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
 
 CASH EQUIVALENTS
 
  All highly liquid investments purchased with an original maturity of three
months or less are considered cash equivalents.
 
 REVENUE RECOGNITION
 
  The Company owns, installs and operates its video systems in hotels
primarily in Germany, the United Kingdom and Austria and issues invoices to
hotels and recognizes revenue, less an allowance for denials, each month based
on reported viewings.
 
  The Company recognizes revenue on video systems it sells directly to
distributors upon shipment. Revenues for direct sales to hotels are recognized
upon installation. The Company then subsequently enters into agreements with
the hotels to supply video services similar to that above.
 
 CONCENTRATION OF CREDIT RISK
 
  The Company performs ongoing credit evaluations of its installed hotels and
generally requires no collateral. Reserves are maintained for potential credit
losses and such losses have been within management's expectations.
 
 FOREIGN CURRENCY TRANSLATION
 
  The Company's foreign subsidiaries use as their functional currency the
local currencies of the countries in which they operate. Their assets and
liabilities are translated into Deutsche Mark at the exchange rates in effect
at the balance sheet date. Revenues and expenses are translated at average
rates of exchange prevailing during the period. The resulting cumulative
translation adjustments are disclosed as a separate component of shareholders'
deficiency.
 
 INVENTORY
 
  Inventories are stated at the lower of cost or market, with cost principally
determined on an average basis. Goods awaiting installation in hotels are
classified as finished goods until installation is complete. While the Company
does directly sell a portion of its inventory, this inventory is not
segregated until a sales contract has been signed and the level of inventory
that will be recovered within the next year is not ascertainable at the
balance sheet date.
 
                                     F-25
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
 PROPERTY AND EQUIPMENT
 
  Property and equipment are stated at cost. Depreciation is computed on the
straight-line method for financial statement purposes based on the following
estimated useful lives:
 
<TABLE>
   <S>                                                              <C>
   Machinery and equipment......................................... 5 to 8 years
   Office furniture and equipment.................................. 3 to 5 years
   Purchased software.............................................. 3 to 5 years
</TABLE>
 
 VIDEO SYSTEMS
 
  Video systems are stated at historical cost and/or cost to produce equipment
plus costs to install the system at hotel locations. Video systems are
depreciated using the straight-line method over five years.
 
 USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
 
 INCOME TAXES
 
  The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
has been applied for all periods presented. Under this method, deferred tax
assets and liabilities are based on differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in the period that includes the enactment date.
 
 FAIR VALUE OF FINANCIAL INSTRUMENTS
 
  The carrying value of financial instruments such as cash, accounts
receivable and accounts payable approximate their fair value based on the
short-term maturities of these instruments. The carrying value of bank debt
approximates fair value based on quoted market prices for the same or similar
issues as well as the current rates offered to the Company.
 
  The Company uses forward exchange contracts and currency swaps to manage its
exposure to fluctuations in foreign currency exchange rates. The fair values
of forward exchange contracts, which approximate their carrying amount, are
estimated based on quoted market prices of comparable contracts.
 
                                     F-26
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
3. TRADE ACCOUNTS RECEIVABLE
 
  Trade accounts receivable consisted of the following:
 
<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                   --------------  SEPTEMBER 30,
                                                    1994    1995       1996
                                                   ------  ------  -------------
                                                        (IN DM THOUSANDS)
   <S>                                             <C>     <C>     <C>
   Trade accounts receivable......................  1,967   3,185      6,582
   Reserve for doubtful accounts..................   (217)   (318)      (531)
                                                   ------  ------      -----
                                                    1,750   2,867      6,051
                                                   ======  ======      =====
</TABLE>
   
4. INVENTORY     
   
  Inventory of the following:     
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                                     ------------- SEPTEMBER 30,
                                                      1994   1995      1996
                                                     ------ ------ -------------
                                                          (IN DM THOUSANDS)
   <S>                                               <C>    <C>    <C>
   Raw materials....................................  1,099  1,598     2,693
   Work in process and finished goods...............     32  1,589       687
                                                     ------ ------     -----
                                                      1,131  3,187     3,380
                                                     ====== ======     =====
</TABLE>
 
5. COMMITMENTS
 
 GERMAN FACILITIES
   
  The Company leases its facilities in Germany from a related party, Kasbach &
Wirt GbR, which is owned by the same share-owners of the Company. The
Company's lease agreement expires in 2008. The lease provides for minimum
monthly rental payments of TDM 79 per month and is subject to a cost of living
adjustment. In addition to the minimum rental, the Company pays taxes,
insurance and maintenance relating to the leased property. The Company has an
option at the end of the current lease to renew the lease on a yearly basis.
The agreement is treated as an operating lease. Rental expense for this lease
was TDM 948 for each of the years ending December 31, 1993, 1994, and 1995 and
TDM 711 for the nine months ended September 30, 1995 and 1996, respectively.
       
  As the Company is currently unable to utilize all of the facility, it has
entered into several sublease agreements with various clients. Rental income
from these sublease agreements was TDM 308, TDM 218, and TDM 345, in 1993,
1994, and 1995 and TDM 228 and TDM 277 for the nine months ended September 30,
1995 and 1996, respectively.     
 
                                     F-27
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
  Future minimum lease payments for the above described facilities due to a
related party and future minimum lease payments due from clients under
noncancelable operating subleases with initial or remaining terms in excess of
one year consisted of the following at September 30, 1996:
 
<TABLE>
<CAPTION>
                                                 FUTURE      FUTURE
                                                 MINIMUM    MINIMUM
                                                  LEASE     SUBLEASE NET FUTURE
                                                PAYMENTS    PAYMENTS  MINIMUM
                                                 DUE TO     DUE FROM   LEASE
                                              RELATED PARTY CLIENTS   PAYMENTS
                                              ------------- -------- ----------
                                                      (IN DM THOUSANDS)
<S>                                           <C>           <C>      <C>
Three months ending December 31, 1996........       237        (83)       154
Years ending December 31,
  1997.......................................       948       (326)       622
  1998.......................................       948       (279)       669
  1999.......................................       948       (125)       823
  2000.......................................       948         (8)       940
  2001.......................................       948         (8)       940
Thereafter...................................     6,636        (55)     6,581
                                                 ------       ----     ------
                                                 11,613       (884)    10,729
                                                 ======       ====     ======
</TABLE>
 
 OTHER COMMITMENTS
   
  The Company leases certain technical and office equipment. Lease terms
generally range up to 3 years. Rental expense was TDM 189, TDM 182, and TDM
226, in 1993, 1994, and 1995 and TDM 149 and TDM 194 for the nine months ended
September 30, 1995 and 1996, respectively.     
 
  Future minimum lease payments under noncancelable operating leases with
initial or remaining terms in excess of one year consisted of the following at
September 30, 1996:
 
<TABLE>
<CAPTION>
                                                                   OPERATING
                                                                    LEASES
                                                               -----------------
                                                               (IN DM THOUSANDS)
   <S>                                                         <C>
   Three months ending December 31, 1996......................         72
   Years ending December 31,
     1997.....................................................        193
     1998.....................................................         61
     1999.....................................................          6
                                                                      ---
                                                                      332
                                                                      ===
</TABLE>
 
6. FINANCIAL INSTRUMENTS
   
  The Company uses forward exchange contracts and currency swaps to manage its
exposure to fluctuations in foreign currency exchange rates. These contracts
generally involve the exchange of one currency for another at a future date.
At September 30, 1996, the Company had a notional principal amount of
approximately TDM 789 in contracts to buy foreign currency in the future. The
carrying value at December 31, 1994 and 1995 and September 30, 1996
approximated fair value.     
 
                                     F-28
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
7. DEBT
 
 SHORT TERM BORROWINGS AND BANK OVERDRAFTS
 
  The Company has established short-term secured overdraft facilities under
which the Company and its subsidiaries could borrow up to DM 2.6 million.
Substantially all of the facilities are denominated in Deutsche Mark. The
weighted average interest rate on amounts outstanding at September 30, 1996
was 6.73%. As of September 30, 1996, the Company had available approximately
DM 1.5 million under these facilities.
 
 LONG TERM DEBT
 
  Long term debt consists of the following:
 
<TABLE>     
<CAPTION>
                                                     DECEMBER 31,
                                                     ------------- SEPTEMBER 30,
                                                      1994   1995      1996
                                                     ------ ------ -------------
                                                          (IN DM THOUSANDS)
   <S>                                               <C>    <C>    <C>
   Bank borrowings:
     Sale and leaseback............................. 14,978 22,517    31,108
     Term loans.....................................    362    268       110
                                                     ------ ------    ------
                                                     15,340 22,785    31,218
   Current portion thereof..........................  4,177  6,076     7,253
                                                     ------ ------    ------
                                                     11,163 16,709    23,965
                                                     ====== ======    ======
</TABLE>    
   
  The Company enters into financing arrangements with various banks whereby
the video systems are sold to the bank and subsequently leased back over a
period of 54 to 80 months. The amount available for financing is based on the
estimated cash flow from equipment installation. The current portfolio bears
interest rates ranging from 8.2% to 13.3%. At the end of the lease term, the
Company is required to repurchase the equipment for a predetermined residual
value. The asset is pledged as security for the lease.     
 
  Generally, for statutory purposes the sale and leaseback financing
arrangement is treated as a sale, whereas for U.S. GAAP purposes the
transaction is treated as a financing. Under U.S. GAAP the funds received are
recorded as an obligation and equipment is recorded on the books of the
Company. The obligation is reduced through the lease payments using the
effective interest method.
   
  Interest paid totalled TDM 896, TDM 1,298, and TDM 1,575 during the years
ended December 31, 1993, 1994, and 1995 and TDM 1,116 and TDM 1,538 during the
nine months ended September 30, 1995 and 1996, respectively.     
 
                                     F-29
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
  Scheduled maturities of long term debt at September 30, 1996 (assuming no
further borrowings) are as follows:
 
<TABLE>
<CAPTION>
                                                               (IN DM THOUSANDS)
   <S>                                                         <C>
   Three months ending December 31, 1996......................       2,137
   Years ending December 31,
     1997.....................................................       7,014
     1998.....................................................       6,649
     1999.....................................................       5,428
     2000.....................................................       4,000
   Thereafter.................................................       5,990
                                                                    ------
                                                                    31,218
                                                                    ======
</TABLE>
 
8. INCOME TAXES
 
  The Company and its consolidated subsidiaries each file separate tax returns
in accordance with the tax laws in the respective countries. Under German
corporate tax law, taxes on income are composed of corporate taxes and trade
taxes and effective January 1, 1995 an additional surtax. For financial
reporting purposes, the Company and its consolidated subsidiaries calculate
their respective tax liabilities on a separate return basis which are combined
in the accompanying consolidated financial statements.
 
  Additionally, corporation tax rates vary as to whether earnings are
reinvested or distributed. Current corporation income taxes were computed on
the basis that dividends will not be distributed. Deferred taxes have been
provided at rates assuming non-distribution of earnings.
 
  The provision (benefit) for income taxes consisted of the following:
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED     NINE MONTHS
                                                     DECEMBER 31,       ENDED
                                                    --------------- SEPTEMBER 30,
                                                    1993  1994 1995     1996
                                                    ----  ---- ---- -------------
                                                         (IN DM THOUSANDS)
   <S>                                              <C>   <C>  <C>  <C>
   Current.........................................  12    68  181      2,069
   Deferred........................................ (51)  --   --      (1,409)
                                                    ---   ---  ---     ------
                                                    (39)   68  181        660
                                                    ===   ===  ===     ======
</TABLE>
 
  The Company's statutory tax rates ranged between 56% and 58% for the years
ended December 31, 1993, 1994 and 1995 and September 30, 1996, respectively.
 
                                     F-30
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
  The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities are presented
below:
 
<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                   --------------  SEPTEMBER 30,
                                                    1994    1995       1996
                                                   ------  ------  -------------
                                                        (IN DM THOUSANDS)
   <S>                                             <C>     <C>     <C>
   Deferred tax assets:
     Sale and leaseback obligation................  6,729  10,922     16,820
     Net operating loss carryforwards.............     51     157        395
                                                   ------  ------     ------
                                                    6,780  11,079     17,215
   Deferred tax liabilities:
     Property and equipment.......................    164     146        100
     Video systems................................  5,503   7,508     10,883
     Other........................................     73     385        413
                                                   ------  ------     ------
                                                    5,740   8,039     11,396
                                                   ------  ------     ------
                                                    1,040   3,040      5,819
     Less valuation allowance..................... (1,040) (3,040)    (4,410)
                                                   ------  ------     ------
   Net deferred tax asset.........................    --      --       1,409
                                                   ======  ======     ======
</TABLE>
   
  The Company paid income taxes in Germany of TDM 157, TDM 115, and TDM 96 in
1993, 1994, and 1995 and TDM 73 and TDM 81 during the nine months ended
September 30, 1995 and 1996, respectively.     
   
  As of December 31, 1995, the Company has temporary differences which it
believes that there is substantial doubt as to the future realization of a
portion of its net deferred tax asset. Therefore the Company has provided a
valuation allowance for the amounts currently estimated to be unrealizable.
       
  As of December 31, 1995, the Company's subsidiary in the United Kingdom had
available cumulative tax loss carry-forwards for income tax purposes of
approximately TDM 666. Under current UK tax laws, these loss carryforwards may
be used to offset the subsidiary's future taxable income. The Company paid no
income taxes in the UK during 1993, 1994, and 1995 or the nine months ended
September 30, 1996. The Company currently believes that substantial doubt
exists as to the future realization of this deferred tax benefit and has
therefore provided a full valuation allowance on the deferred tax asset.     
   
  As of December 31, 1995, the Company's subsidiary in Austria had available
cumulative tax loss carry-forwards for income tax purposes of approximately
TDM 128. Under current Austrian tax laws, there is a restriction on the use of
these loss carryforwards in 1996 and 1997. From 1998 onwards, these losses can
be carryforward indefinitely and may be used to offset the subsidiary's future
taxable income. The Company paid no income taxes in Austria during the nine
months ended September 30, 1996 or in 1995, 1994, and 1993. The Company
currently believes that substantial doubt exists as to the future realization
of this deferred tax benefit and has therefore provided a full valuation
allowance on the deferred tax asset.     
 
9. CONTINGENCIES
 
  The Company is subject to legal proceedings and claims which arise in the
ordinary course of business. In the opinion of management, the ultimate
resolution of such legal proceedings and claims will not have a material
effect on the consolidated financial position and results of operations of the
Company.
 
                                     F-31
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
10. REGISTERED CAPITAL
 
  The Company is a limited liability company (hereafter "GmbH") under German
law. Shareholders are generally not liable for the Company's obligations,
except to the extent of their capital investment. Registered capital of a GmbH
is not in the form of shares and does not represent negotiable securities. The
minimum capital requirement for a GmbH is TDM 50.
 
  Capital contributions represent additional contributions made by the
shareholders in the form of cash or conversion of debt. During 1995, the
Company declared that TDM 500 of retained earnings would not be considered for
distribution of dividends. The Company does have the opportunity to reverse
this restriction in the future.
 
11. RELATED PARTY TRANSACTIONS
 
 LOANS BY DIRECTORS
 
  At September 30, 1996, the Company has a liability to its shareowners and
directors totalling TDM 129 relating to unpaid bonuses in 1991 and 1992 and
related accrued interest. These loans bear interest at 8% per annum. Loan
balances outstanding to its shareowners and directors at December 31, 1993,
1994, and 1995 were TDM 120, TDM 129, and TDM 129 respectively. Interest
charged on these loans was TDM 9 in both 1994 and 1995. No interest was
charged in 1993 or 1996. In 1994 the Company paid interest of TDM 9.
 
12. EMPLOYEE BENEFIT PLAN
 
  The Company's defined benefit pension plan covers the two general managers,
who are also the two share-owners. Benefits are based on a monthly pension
benefit of DM 7.000 upon retirement with certain death benefits attached. It
is the Company's policy to fund the plan through an insurance contract with
periodic premium payments. Premium payments were TDM 40, TDM 81, and TDM 81,
in 1993, 1994, and 1995, and TDM 59 for the nine months ended September 30,
1996, respectively.
 
  The following table sets forth the funded status and amount recognized for
the Company's defined benefit pension plan in the consolidated balance sheets:
 
<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                                --------------  SEPTEMBER 30,
                                                 1994    1995       1996
                                                ------  ------  -------------
                                                     (IN DM THOUSANDS)
   <S>                                          <C>     <C>     <C>
   Actuarial present value of accumulated
    benefit obligation:
     Vested....................................    410     459       503
     Nonvested.................................    108     113       124
                                                ------  ------       ---
                                                   518     572       627
                                                ======  ======       ===
   Projected benefit obligation................    518     572       627
   Plan assets at fair value...................    183     206       209
                                                ------  ------       ---
   Projected benefit obligation in excess of
    plan assets................................    335     366       418
   Unrecognized net gain.......................     33      68        68
                                                ------  ------       ---
   Accrued pension cost........................    368     434       486
                                                ======  ======       ===
</TABLE>
 
                                     F-32
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                  UNAUDITED)
 
 
  The Company's net periodic pension cost included the following components:
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED       NINE MONTHS
                                                     DECEMBER 31,         ENDED
                                                    ----------------  SEPTEMBER 30,
                                                    1993  1994  1995      1996
                                                    ----  ----  ----  -------------
                                                         (IN DM THOUSANDS)
   <S>                                              <C>   <C>   <C>   <C>
   Service cost....................................  32    34    36         28
   Interest cost...................................  26    30    34         28
   Actual return on plan assets....................  (2)   (2)   (4)        (4)
                                                    ---   ---   ---        ---
                                                     56    62    66         52
                                                    ===   ===   ===        ===
</TABLE>
 
  The weighted average discount rate and rate of increase in future pension
benefits due to cost of living increases used in determining the actuarial
present value of the projected benefit obligation were 6.5% and 3.0% for all
periods presented. The expected long-term rate of return on plan assets was 8%
for all periods presented.
 
13. SALE OF INTERESTS IN THE UNITED KINGDOM
   
  The Company has entered into a definitive agreement to sell its interest in
the video systems and related leases of PRODAC Ltd. The agreement calls for
the transfer of its interest in the video systems and related leases on
October 1, 1996 with the Company retaining substantially all of the remaining
assets and liabilities. The Company is required to provide spare parts and
services for a period of up to six months. The Company's interest in the video
systems and related leases has a net book value at September 30, 1996 of
approximately negative GBP 148,000 and was sold for GBP 187,000.     
 
  Key financial data for the business of PRODAC Ltd. included in the
consolidated balance sheets and operating results of the Company are as
follows:
 
<TABLE>     
<CAPTION>
                                                                  NINE MONTHS
                                               YEAR ENDED            ENDED
                                              DECEMBER 31,       SEPTEMBER 30,
                                            -------------------  --------------
                                            1993   1994   1995    1995    1996
                                            -----  -----  -----  ------  ------
                                                   (IN DM THOUSANDS)
   <S>                                      <C>    <C>    <C>    <C>     <C>
   Net revenue.............................   623  1,742  1,707   1,212   1,657
   Operating loss..........................  (663)   (27)  (154)    (23)   (287)
   Net loss................................  (678)  (469)  (452)   (184)   (347)
   Video system--net.......................   930  3,049  2,486   2,719   2,724
   Total assets............................ 1,912  3,680  4,149   4,406   3,676
   Total debt..............................   992  3,241  2,779   3,009   3,149
</TABLE>    
 
                                     F-33
<PAGE>
 
                
             PRODAC PROZESSDATENTECHNIK GMBH AND SUBSIDIARIES     
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
     (INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS
                                   UNAUDITED)
 
 
14. GEOGRAPHIC DATA
 
  Geographic information for the years ended December 31, 1993, 1994 and 1995
and the nine months ended September 30, 1996 is presented in the following
table. Identifiable assets are those that can be directly associated with a
particular geographic area.
 
<TABLE>     
<CAPTION>
                                                YEAR ENDED          NINE MONTHS
                                               DECEMBER 31,            ENDED
                                           ----------------------  SEPTEMBER 30,
                                            1993    1994    1995       1996
                                           ------  ------  ------  -------------
                                                   (IN DM THOUSANDS)
   <S>                                     <C>     <C>     <C>     <C>
   Net revenue
     Germany.............................. 11,188  11,865  14,522     16,274
     United Kingdom.......................    623   1,742   1,707      1,657
     Other................................    458     229     650      1,307
                                           ------  ------  ------     ------
                                           12,269  13,836  16,879     19,238
                                           ======  ======  ======     ======
   Operating income (loss)
     Germany..............................   (166)   (381) (2,237)       (87)
     United Kingdom.......................   (663)    (27)   (154)      (287)
     Other................................   (116)    (18)   (219)       234
     Intercompany elimination.............    --      --     (137)       137
                                           ------  ------  ------     ------
                                             (945)   (426) (2,747)        (3)
                                           ======  ======  ======     ======
   Identifiable assets
     Germany.............................. 12,257  13,908  20,255     31,763
     United Kingdom.......................  1,912   3,680   4,149      3,676
     Other................................    658     426   3,262      2,992
     Intercompany elimination.............   (646)   (974) (2,649)    (2,855)
                                           ------  ------  ------     ------
                                           14,181  17,040  25,017     35,576
                                           ======  ======  ======     ======
</TABLE>    
 
 
                                      F-34
<PAGE>
 
                              
                           MAGINET CORPORATION     
 
                         UNAUDITED PRO FORMA CONDENSED
 
                        COMBINED FINANCIAL INFORMATION
   
  On November 5, 1996, MagiNet, Corporation. ("MagiNet" or the "Company")
entered into a definitive Share Purchase and Transfer Agreement (the
Acquisition Agreement) to acquire all of the outstanding shares (the "Prodac
Shares") of Prodac Prozessdatentechnik GmbH, a corporation organized under
German law ("Prodac").     
   
  Pursuant to the Acquisition Agreement, and subject to certain conditions
described below, the Company will pay cash in the amount of approximately DM
20,800,000 (approximately $13,600,000) and an aggregate number of shares of
MagiNet Common Stock that DM 5 million (approximately $3,300,000) would
purchase at a per share price equal to ninety percent of the initial public
offering price per share (estimated to be approximately 280,000 shares). The
acquisition is expected to be completed in December 1996. A foreign exchange
rate of 1.525 Deutsche Marks per U.S. Dollar, the rate at September 30, 1996,
was used for translation purposes.     
   
  In addition, the Company has agreed to pay up to DM 15 million
(approximately $9,800,000) to the former employees/owners of Prodac,
contingent upon the achievement of certain financial and performance
milestones over the years 1997 through 1999. These contingent payments will be
treated as period expenses and are accordingly not included in the purchase
price.     
   
  The effectiveness of the Acquisition Agreement is subject to the completion
by the Company of a minimum equity offering of $40,000,000 and subsequent
approval of the Acquisition Agreement by the Company's Board of Directors.
    
  Prodac, head quartered in Cologne, Germany operates through subsidiaries in
Austria, and through distributors or sales representatives in other countries,
is one of the leading providers to the hospitality industry in Europe of
interactive video entertainment and information systems. The Company intends
to fund the acquisition primarily through the proceeds of the initial public
offering.
 
  The unaudited pro forma condensed combined financial statements give effect
to the acquisition of Prodac under the purchase method of accounting. Under
the purchase method of accounting, the amount relating to acquired in-process
technology will be charged to operations as of the purchase date. The purchase
price allocations are based on preliminary appraisals received by MagiNet, and
will be finalized upon the closings to reflect the final balance sheet of
Prodac. The Company presently expects to record a charge of approximately
$12.2 million relating to the acquisition of in-process technology in the
quarter ending December 31, 1996.
   
  The unaudited pro forma condensed combined financial statements also give
effect to the sale on October 1, 1996 of substantially all of the assets and
liabilities of Prodac's operations in Great Britain.     
 
  The unaudited pro forma condensed combined balance sheet assumes the
acquisition of Prodac occurred as of September 30, 1996 and presents the
combined financial position of MagiNet and Prodac. Such unaudited pro forma
information is based on the historical balance sheets for MagiNet and Prodac
and gives effect for the pro forma adjustments described in the notes
accompanying the unaudited pro forma condensed combined financial statements.
The charge relating to the acquisition of in-process technology described
above is included in the pro forma condensed combined balance sheet as a
charge to retained earnings.
 
  The pro forma condensed combined statements of operations presents the
combined year and nine months results of MagiNet and Prodac and, assumes the
acquisition took place on January 1, 1995 and January 1, 1996. Such unaudited
pro forma information is based on the historical statements of operations for
MagiNet, and Prodac and gives effect for the pro forma adjustments described
in the notes accompanying the unaudited pro forma condensed combined financial
statements. The charge relating to the acquisition of in-process technology
 
                                     F-35
<PAGE>
 
                              
                           MAGINET CORPORATION     
                     
                  UNAUDITED PRO FORMA CONDENSED COMBINED     
                       
                    FINANCIAL INFORMATION--(CONTINUED)     
described above is excluded from the pro forma statements of operations as it
represents a nonrecurring item directly related to the acquisition. The pro
forma condensed combined statement of operations for the year ended December
31, 1995 combines the historical statement of operations of MagiNet and Prodac
for the year ended December 31, 1995. The pro forma condensed combined
statement of operations for the nine months ended September 30, 1996 combines
the historical statement of operations information for MagiNet and Prodac for
the nine months ended September 30, 1996.
 
  These pro forma statements may not be indicative of the results that
actually would have occurred if the combinations had been in effect on the
dates indicated or which may be realized in the future.
 
                                     F-36
<PAGE>
 
                               
                            MAGINET CORPORATION     
                     
                  UNAUDITED PRO FORMA CONDENSED COMBINED     
                                 
                              BALANCE SHEETS     
                                 (IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                     PRO FORMA
                               SEPTEMBER 30, 1996   ADJUSTMENTS
                               -------------------  -----------
                                                     INCREASE        PRO FORMA
                                MAGINET    PRODAC   (DECREASE)       COMBINED
                               ---------  --------  -----------      ---------
<S>                            <C>        <C>       <C>              <C>
ASSETS
Current assets:
  Cash and cash equivalents... $   7,251  $    230    $(6,203)(A)(J)  $ 1,278
  Accounts receivable.........     2,081     3,968        --            6,049
  Other current assets........     1,679       477        --            2,156
                               ---------  --------    -------         -------
Total current assets..........    11,011     4,675     (6,203)          9,483
Video systems, net............    31,683    16,963     (1,786)(J)      47,200
                                                          340 (B)
Property and equipment, net...     1,745       767        (47)(J)       2,465
Other assets..................     5,045       924      3,712 (B)       9,681
Goodwill......................       --        --       5,595 (B)       5,595
                               ---------  --------    -------         -------
Total assets.................. $  49,484  $ 23,329    $ 1,611         $74,424
                               =========  ========    =======         =======
LIABILITIES AND STOCKHOLDERS'
 EQUITY
Current liabilities:
  Short-term debt............. $     288  $  5,451    $ 8,106 (I)     $13,180
                                                         (665)(J)
  Other current liabilities...     5,866     6,316        --           12,182
                               ---------  --------    -------         -------
Total current liabilities.....     6,154    11,767      7,441          25,362
Long-term debt................    25,829    15,714     (1,401)(J)      40,142
Other non-current
 liabilities..................     1,532       319        --            1,851
Stockholders' equity:
  Preferred stock.............    53,241       --         --           53,241
  Common stock................       387       656      3,300 (A)       3,687
                                                         (656)(E)
  Retained earnings...........   (37,008)   (5,113)   (12,200)(F)     (49,208)
                                                        5,113 (E)
  Cumulative translation
   adjustment.................      (651)      (14)        14 (E)        (651)
                               ---------  --------    -------         -------
  Total stockholders' equity..    15,969    (4,471)    (4,429)          7,069
                               ---------  --------    -------         -------
Total liabilities and
 stockholders' equity......... $  49,484  $ 23,329    $ 1,611         $74,424
                               =========  ========    =======         =======
</TABLE>    
 
                            See accompanying notes.
 
                                      F-37
<PAGE>
 
                               
                            MAGINET CORPORATION     
                     
                  UNAUDITED PRO FORMA CONDENSED COMBINED     
                            
                         STATEMENTS OF OPERATIONS     
                      
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)     
 
<TABLE>   
<CAPTION>
                                     YEAR ENDED        PRO FORMA
                                 DECEMBER 31, 1995    ADJUSTMENTS
                                 -------------------  -----------
                                                       INCREASE     PRO FORMA
                                  MAGINET    PRODAC   (DECREASE)    COMBINED
                                 ---------  --------  -----------   ---------
<S>                              <C>        <C>       <C>           <C>
Revenue                          $   8,689  $ 11,774    $(1,209)(K) $ 19,254
Costs and expenses:
  Direct costs.................      3,731     6,667       (495)(K)    9,903
  Depreciation and
   amortization................      3,682     3,822      2,934 (C)    9,936
                                                           (502)(K)
  Operations expenses, selling,
   general and administrative..     11,528     3,202       (313)(K)   14,417
  Research and development.....      1,247       --         --         1,247
                                 ---------  --------    -------     --------
Total costs and expenses.......     20,188    13,691      1,624       35,503
Operating loss.................    (11,499)   (1,917)    (2,833)     (16,249)
Interest expense...............     (1,297)   (1,195)      (971)(D)   (3,258)
                                                            205 (K)
Interest income and other,
 net...........................        306       606         (9)(K)      903
                                 ---------  --------    -------     --------
Loss before income taxes and
 minority interest in net
 losses of consolidated
 subsidiaries..................    (12,490)   (2,506)    (3,608)     (18,604)
Provision for income taxes.....       (554)     (126)       --          (680)
Minority interest in net losses
 of consolidated subsidiaries..        248       --         --           248
                                 ---------  --------    -------     --------
Net loss.......................  $ (12,796) $ (2,632)   $(3,608)    $(19,036)
                                 =========  ========    =======     ========
Net loss per share.............  $   (1.03)                         $  (1.50)
Shares used in computation of
 net loss per share............     12,392                            12,672 (H)
</TABLE>    
 
 
                            See accompanying notes.
 
                                      F-38
<PAGE>
 
                               
                            MAGINET CORPORATION     
                     
                  UNAUDITED PRO FORMA CONDENSED COMBINED     
                            
                         STATEMENTS OF OPERATIONS     
                      
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)     
 
<TABLE>   
<CAPTION>
                                 NINE MONTHS ENDED     PRO FORMA
                                 SEPTEMBER 30,1996    ADJUSTMENTS
                                 -------------------  -----------
                                                       INCREASE     PRO FORMA
                                  MAGINET    PRODAC   (DECREASE)    COMBINED
                                 ---------  --------  -----------   ---------
<S>                              <C>        <C>       <C>           <C>
Revenue........................  $  12,048  $ 12,890    $  (997)(L) $ 23,941
Costs and expenses:
  Direct costs.................      6,232     6,008       (448)(L)   11,792
  Depreciation and amortization      4,747     3,852      1,216 (C)    9,366
                                                           (449)(L)
  Operations expenses, selling,
   general and administrative..      8,455     3,033       (288)(L)   11,200
  Research and development.....      1,599       --         --         1,599
                                 ---------  --------    -------     --------
Total costs and expenses.......     21,033    12,893         31       33,957
Operating loss.................     (8,985)       (3)    (1,028)     (10,016)
Interest expense...............     (2,710)   (1,295)      (941)(D)   (4,753)
                                                            193 (L)
Interest income and other,
 net...........................        627       521       (153)(L)      995
                                 ---------  --------    -------     --------
Loss before income taxes and
 minority interest in net
 losses of consolidated
 subsidiaries..................    (11,068)     (777)    (1,929)     (13,774)
Provision for income taxes.....       (681)     (442)       --        (1,123)
Minority interest in net losses
 of consolidated subsidiaries..        215       --         --           215
                                 ---------  --------    -------     --------
Net loss.......................  $ (11,534) $ (1,219)   $(1,929)    $(14,682)
                                 =========  ========    =======     ========
Net loss per share.............  $   (0.93)                         $  (1.16)
Shares used in computation of
 net loss per share............     12,407                            12,687 (G)
</TABLE>    
 
 
                            See accompanying notes.
 
                                      F-39
<PAGE>
 
                              MAGINET CORPORATION
 
                         NOTES TO UNAUDITED PRO FORMA
                    CONDENSED COMBINED FINANCIAL STATEMENTS
 
1. BASIS OF PRESENTATION
   
  The pro forma information presented is theoretical in nature and not
necessarily indicative of the future consolidated results of operations of the
Company or the consolidated results of operations which would have resulted
had the Company purchased Prodac during the periods presented. The pro forma
condensed consolidated financial statements reflect the effects of the
acquisition, assuming the acquisition and related events occurred as of
September 30, 1996 for the purposes of the pro forma condensed combined
balance sheet and as of January 1, 1995 and January 1, 1996 for the purposes
of the pro forma condensed combined statements of operations for the year
ended December 31, 1995 and the nine months ended September 30, 1996,
respectively.     
   
2. PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT ADJUSTMENTS.     
 
  (A) The purchase price for the completion of the Prodac acquisition was
     determined as follows (in thousands):
 
<TABLE>
      <S>                                                               <C>
      Cash............................................................. $13,600
      Common stock.....................................................   3,300
      Estimated transaction costs......................................   1,000
      Assumption of net liabilities....................................   4,471
                                                                        -------
                                                                        $22,371
                                                                        =======
</TABLE>
 
  (B) Allocation of the purchase price for the completion of the Prodac
     acquisition was determined as follows (in thousands):
 
<TABLE>       
      <S>                                                               <C>
      Installed video systems, net at September 30, 1996............... $12,960
      Installed video systems purchase price adjustment................     340
      Good will........................................................   5,595
      Acquired in-process technology...................................  12,200
      Assembled workforce..............................................     912
      Non compete covenant.............................................   2,800
      Other net liabilities............................................ (12,436)
                                                                        -------
                                                                        $22,371
                                                                        =======
</TABLE>    
     
  (C) Amortization of the non-compete covenant, the assembled work force
     intangible and the excess purchase price of $5,595,000 (goodwill) for
     Prodac will each be amortized on a straight-line method over the
     estimated useful lives of five years and will be included in
     depreciation and amortization expense. depreciation of installed video
     systems will be over an estimated useful life of three years on a
     straight-line method.     
 
  (D) To increase net interest expense on the cash payments made to Prodac
     and the assumed debt for the purchase price and related acquisition
     costs.
 
  (E) Elimination of Prodac stockholders' equity amounts.
 
  (F) The pro forma statement of operations excludes the charge of $12.2
     million for purchased in-process technology which arose from the
     acquisition. These charges will be included in the Company's
     consolidated financial statements for the three month period ending
     December 31, 1996.
     
  (G) Shares used in the net loss per share calculation have been adjusted to
     reflect the pro forma issuance of approximately 280,000 shares of
     MagiNet Common Stock as if the transaction had occurred on January 1,
     1996.     
 
 
                                     F-40
<PAGE>
 
                              
                           MAGINET CORPORATION     
                          
                       NOTES TO UNAUDITED PRO FORMA     
             
          CONDENSED COMBINED FINANCIAL STATEMENTS)--(CONTINUED)     
     
  (H) Shares used in the net loss per share calculation have been adjusted to
     reflect the pro forma issuance of approximately 280,000 shares of
     MagiNet Common Stock as if the transaction had occurred on January 1,
     1995.     
     
  (I) Short-term debt has been adjusted to reflect the excess of the cash
     portion of the purchase price over the Company's cash balance at
     September 30, 1996.     
     
  (J) The September 30, 1996 unaudited pro forma condensed combined balance
     sheet has been adjusted as follows for the sale on October 1, 1996 of
     substantially all of the net liabilities of Prodac's operations in Great
     Britain of approximately $232,000 for approximately $292,000 in cash:
         
<TABLE>
      <S>                                                         <C>
      Cash and cash equivalents.................................. $    291,000
      Installed video systems, net...............................   (1,786,000)
      Property and equipment, net................................      (47,000)
      Goodwill...................................................     (524,000)
                                                                  ------------
                                                                  $(2,066,000)
                                                                  ============
      Short-term debt............................................ $   (665,000)
      Long-term debt.............................................   (1,401,000)
                                                                  ------------
                                                                  $ (2,066,000)
                                                                  ============
</TABLE>
 
  (K) The unaudited pro forma condensed combined Statement of Operations for
     the year ended December 31, 1995 has been adjusted as follows for the
     sale on October 1, 1996 of Prodac's operations in Great Britain:
 
<TABLE>
      <S>                                                          <C>
      Revenue..................................................... $(1,209,000)
      Direct costs................................................    (495,000)
      Depreciation and amortization...............................    (502,000)
      Selling, general and administrative.........................    (313,000)
      Interest expense............................................    (205,000)
      Interest income and other, net..............................      (9,000)
                                                                   -----------
      Net loss.................................................... $   297,000
                                                                   ===========
</TABLE>
 
  (L) The unaudited pro forma condensed combined Statement of Operations for
     the nine months ended September 30, 1996 has been adjusted as follows
     for the sale on October 1, 1996 of Prodac's operations in Great Britain:
 
<TABLE>
      <S>                                                            <C>
      Revenue....................................................... $(997,000)
      Direct costs..................................................  (448,000)
      Depreciation and amortization.................................  (449,000)
      Selling, general and administrative...........................  (288,000)
      Interest expense..............................................  (193,000)
      Interest income and other, net................................  (153,000)
                                                                     ---------
      Net loss...................................................... $ 228,000
                                                                     =========
</TABLE>
 
  The purchase price for the Prodac acquisition was allocated to the tangible
and intangible assets of Prodac based on the fair market values of those
assets using a risk adjusted discounted cash flows approach. The evaluation of
the underlying technology acquired considered the inherent difficulties and
uncertainties in completing the development, and thereby achieving
technological feasibility, and the risks related to the viability of and
potential changes in future target markets. The underlying technology had no
alternative uses in other research and development projects or otherwise.
 
                                     F-41
<PAGE>
 
                              
                           MAGINET CORPORATION     
                          
                       NOTES TO UNAUDITED PRO FORMA     
             
          CONDENSED COMBINED FINANCIAL STATEMENTS)--(CONTINUED)     
   
  The 1995 Prodac statement of operations was converted to U.S. Dollars at an
average rate of 1.4336 Deutsche Marks per U.S. Dollar. The Prodac statement of
operations for the nine months ended September 30, 1996 was converted to U.S.
Dollars at an average rate of 1.4926 Deutsche Marks per U.S. Dollar. The
Prodac balance sheet at September 30, 1996 was converted to U.S. Dollars using
a rate of 1.525 Deutsche Marks per U.S. Dollar.     
 
                                     F-42
<PAGE>
 
                [GRAPHIC DEPICTING MAGINET LOGO WITH FILM REEL]
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR ANY OF THE U.S.
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLIC-
ITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY
JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.
 
                              ------------------
                               TABLE OF CONTENTS
<TABLE>   
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   3
Risk Factors.............................................................   7
Use of Proceeds..........................................................  18
Dividend Policy..........................................................  18
Capitalization...........................................................  19
Dilution.................................................................  20
Selected Consolidated Financial and Other Data...........................  20
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  23
Business.................................................................  34
Acquisition of Prodac....................................................  46
Management...............................................................  50
Certain Transactions.....................................................  60
Principal Stockholders...................................................  62
Description of Capital Stock.............................................  64
Shares Eligible for Future Sale..........................................  67
Certain United States Federal Tax Considerations for Non-U.S. Holders of
 Common Stock............................................................  68
Underwriting.............................................................  70
Legal Matters............................................................  72
Experts..................................................................  72
Additional Information...................................................  73
Index to Consolidated Financial Statements............................... F-1
</TABLE>    
 
                              ------------------
 
 UNTIL       , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICI-
PATING IN THE DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DE-
LIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                
                             5,500,000 SHARES     
 
 
 
                        [LOGO OF MAGINET APPEARS HERE]
 
                                 COMMON STOCK
 
                              ------------------
 
                                  PROSPECTUS
                                       , 1996
 
                              ------------------
 
 
 
                                LEHMAN BROTHERS
 
                               HAMBRECHT & QUIST
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 
              Subject to Completion, dated November 22, 1996     
 
PROSPECTUS
                                
                             5,500,000 SHARES     
 
                        [LOGO OF MAGINET APPEARS HERE]
 
                                  COMMON STOCK
 
                                 -------------
   
  Of the 5,500,000 shares of Common Stock, $.001 par value ("Common Stock"), of
MagiNet Corporation ("MagiNet" or the "Company") being offered hereby,
1,100,000 shares are being offered initially outside the United States and
Canada by the International Managers (the "International Offering") and
4,400,000 shares are being offered initially in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering"). Such offerings are referred to
collectively as the "Offerings."     
   
  Prior to the Offerings, there has been no public market for the Common Stock
of the Company. It is currently estimated that the initial public offering
price per share will be between $12.00 and $14.00 per share. See "Underwriting"
for a discussion of factors to be considered in determining the initial public
offering price. The Common Stock has been approved for listing on the Nasdaq
National Market under the symbol "MGNT."     
 
                                 -------------
 
        THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
                     
                  SEE "RISK FACTORS" BEGINNING ON PAGE 7.     
 
                                 -------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       Underwriting
                                             Price to Discounts and  Proceeds to
                                              Public  Commissions(1) Company(2)
- --------------------------------------------------------------------------------
<S>                                          <C>      <C>            <C>
Per Share..................................    $           $            $
- --------------------------------------------------------------------------------
Total(3)...................................   $           $             $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the International Managers and the U.S.
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended. See "Underwriting."
   
(2) Before deducting estimated expenses of the Offerings estimated at
    $1,400,000 payable by the Company.     
   
(3) The Company has granted to the International Managers a 30-day option to
    purchase up to 165,000 additional shares of Common Stock on the same terms
    and conditions as set forth above solely to cover over-allotments, if any.
    The U.S. Underwriters have been granted a similar option to purchase up to
    660,000 additional shares of Common Stock solely to cover over-allotments,
    if any. If such options are exercised in full, the total Price to Public,
    Underwriting Discounts and Commissions and Proceeds to Company will be
    $   , $    and $   , respectively. See "Underwriting."     
 
                                 -------------
 
  The shares of Common Stock offered by this Prospectus are offered by the
International Managers, subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
International Managers and to certain other conditions. It is expected that
delivery of such shares will be made at the offices of Lehman Brothers Inc.,
New York, New York, on or about    , 1996.
 
                                 -------------
 
LEHMAN BROTHERS                                                HAMBRECHT & QUIST
 
      , 1996
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE INTERNA-
TIONAL MANAGERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SO-
LICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURI-
TIES TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN
ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEI-
THER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
                              ------------------
                               TABLE OF CONTENTS
<TABLE>   
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   3
Risk Factors.............................................................   7
Use of Proceeds..........................................................  18
Dividend Policy..........................................................  18
Capitalization...........................................................  19
Dilution.................................................................  20
Selected Consolidated Financial and Other Data...........................  21
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  23
Business.................................................................  34
Acquisition of Prodac....................................................  46
Management...............................................................  50
Certain Transactions.....................................................  60
Principal Stockholders...................................................  62
Description of Capital Stock.............................................  64
Shares Eligible for Future Sale..........................................  67
Certain United States Federal Tax Considerations for Non-U.S. Holders of
 Common Stock............................................................  68
Underwriting.............................................................  70
Legal Matters............................................................  72
Experts..................................................................  72
Additional Information...................................................  73
Index to Consolidated Financial Statements............................... F-1
</TABLE>    
 
                              ------------------
 
 UNTIL       , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICI-
PATING IN THE DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DE-
LIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                
                             5,500,000 SHARES     
 
 
 
                        [LOGO OF MAGINET APPEARS HERE]
 
                                 COMMON STOCK
 
                              ------------------
 
                                  PROSPECTUS
                                       , 1996
 
                              ------------------
 
 
 
                                LEHMAN BROTHERS
 
                               HAMBRECHT & QUIST
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
  The following table sets forth the costs and expenses, other than
underwriting discounts, commissions and certain accountable expenses, payable
by the Company in connection with the sale of Common Stock being registered.
All amounts are estimates except the SEC registration fee and the NASD filing
fee.
 
<TABLE>       
     <S>                                                             <C>
     SEC Registration Fee........................................... $   30,534
     NASD Filing Fee................................................      9,355
     Nasdaq National Market Listing Fee.............................     50,000
     Printing Fees and Expenses.....................................    200,000
     Legal Fees and Expenses........................................    650,000
     Accounting Fees and Expenses...................................    350,000
     Blue Sky Fees and Expenses.....................................     10,000
     Transfer Agent and Registrar Fees..............................     15,000
     Miscellaneous..................................................     85,111
                                                                     ----------
       Total........................................................ $1,400,000
                                                                     ==========
</TABLE>    
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
 
  Article VIII of the Registrant's Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware law.
 
  Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation if
such person acted in good faith and in a manner reasonably believed to be in
and not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, the indemnified party had no reason to
believe his conduct was unlawful.
 
  The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
  Since inception the Registrant has issued and sold the following
unregistered securities:
     
    1. From July 7, 1992 to May 30, 1996, the Registrant issued and sold
  328,680 shares of its Common Stock to certain executive officers, including
  the Registrant's Chief Executive Officer and Chief Financial Officer, at
  prices ranging from $0.01 to $2.00.     
     
    2. From March 31, 1994 to September 30, 1996, the Registrant issued and
  sold 179,192 shares of Common Stock to employees and consultants at prices
  ranging from $.45 to $2.00 upon exercise of stock options pursuant to the
  Registrant's 1992 Key Personnel Stock Option Plan and its 1992 Stock Option
  Plan.     
     
    3. On July 23, 1992, the Registrant issued and sold 150,000 shares of
  Series A Preferred Stock to two investors at a sale price of $2.00 per
  share.     
     
    4. On August 31, 1992, the Registrant issued and sold 440,068 shares of
  Series B Preferred Stock to 11 investors at a sale price of $4.50 per
  share.     
     
    5. On March 15, 1993, the Registrant issued and sold 888,859 shares of
  Series B Preferred Stock to 19 investors at a sale price of $4.50 per
  share. In connection with the issuance of such shares of Series B Preferred
  Stock, the Company also issued the investors warrants to acquire up to an
  aggregate of 182,993 shares of Common Stock.     
 
                                     II-1
<PAGE>
 
     
    6. On September 23, 1993, the Registrant issued a Secured Promissory Note
  in the principal amount of $4,500,000 due on June 30, 1995 to Comsat Video
  Enterprises, Inc. ("Comsat"). In connection with such note, the Company
  also issued to Comsat a warrant to acquire up to an aggregate of 157,500
  shares of Common Stock at an exercise price per share of $5.00.     
     
    7. On March 11, 1994, the Registrant issued its Convertible Secured
  Promissory Notes in the aggregate principal amount of $3,710,015 to 24
  investors. Such notes were convertible into the series of Preferred Stock
  issued in connection with the Registrant's next round of equity financing
  and subsequently converted into Series C Preferred Stock on September 29,
  1994. The Registrant also issued warrants to such investors to acquire up
  to an aggregate of 152,381 shares of Common Stock at an exercise price of
  $0.50 per share.     
     
    8. In connection with a debt financing transaction, on June 24, 1994, the
  Registrant issued to Silicon Valley Bank and Hambrecht & Quist Guaranty
  Finance warrants to acquire up to an aggregate of 18,553 shares of Common
  Stock at an exercise price of $0.50 per share.     
     
    9. On September 12, 1994, the Registrant issued its Convertible Secured
  Promissory Notes in the aggregate principal amount of $5,000,000 to eight
  investors. Such notes were convertible into the series of Preferred Stock
  issued in connection with the Registrant's next round of equity financing
  and subsequently converted into Series C Preferred Stock on September
  29,1994. The Registrant also issued warrants to such investors to acquire
  up to an aggregate of 111,112 shares of Common Stock at an exercise price
  of $0.50 per share.     
     
    10. On September 29, 1994, the Registrant issued and sold 6,264,871
  shares of Series C Preferred Stock to 37 investors at a sale price of $4.50
  per share. In addition, the Registrant also issued to certain purchasers of
  the Series C Preferred Stock warrants to acquire up to an aggregate of
  1,111,111 shares of Series C Preferred Stock at an exercise price of $4.50
  per share. In connection with the issuance of Series C Preferred Stock, on
  October 26, 1994, the Registrant also issued to three consultants to the
  Company warrants to acquire up to an aggregate of 73,333 shares of Series C
  Preferred Stock at an exercise price of $4.50 per share.     
     
    11. On December 1, 1994, the Registrant issued and sold 22,222 shares of
  Series C Preferred Stock at a sale price of $4.50 per share.     
     
    12. In connection with a debt financing transaction, on May 16, 1995, the
  Registrant issued to Silicon Valley Bank a warrant acquire up to an
  aggregate of 75,000 shares of Common Stock at an exercise price of $7.00
  per share.     
     
    13. On August 15, 1995, the Registrant issued its Seniors Secured Notes
  due 2000 in the aggregate principal amount of $24,900,000 to New York Life
  Insurance Company, The Mutual Life Insurance Company of New York, WASLIC
  Company II and Namtor BVC LP (collectively, the "Senior Noteholders"). In
  connection with such financing, the Registrant issued warrants to such
  investors to purchase up to an aggregate of 1,422,857 shares of Common
  Stock at an exercise price of $7.00 per share.     
     
    14. On December 29, 1995, the Registrant issued and sold 1,239,397 shares
  of Series D Preferred Stock to 5 investors at a price of $7.00 per share.
  On May 15, 1996, the Registrant issued and sold 1,562,202 shares of Series
  D Preferred Stock to four investors at a purchase price of $7.00 per share.
  On May 15, 1996, the Registrant also issued to the purchasers and prior
  purchasers of its Series D Preferred Stock warrants to purchase up to an
  aggregate of 178,284 shares of Common Stock at an exercise price of $7.00
  per share, subject to adjustment of the number of shares and exercise
  price. In addition, in connection with effecting certain amendments to the
  Note Agreement dated August 15, 1996 among the Company and the Senior
  Noteholders relating to the issuance of Series D Preferred Stock, the
  Registrant amended the warrants issued August 15, 1996 to provide for the
  issuance of up to an additional 200,000 shares of Common Stock at an
  exercise price of $7.00 per share, subject to adjustment of the number of
  shares and exercise price.     
     
    15. On May 30, 1996, the Registrant issued an aggregate of 341,259 shares
  of Series D Preferred Stock to seven investors, including the Company's
  President and Chief Executive Officer and Chief Financial Officer, at a
  sale price of $7.00 per share. In addition, the Registrant issued to such
  purchasers warrants to acquire up to an aggregate of 21,716 shares of
  Common Stock at an exercise price of $7.00 per share, subject to adjustment
  of the exercise price and number of shares.     
 
                                     II-2
<PAGE>
 
  The sales of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Section 4(2) of the Securities Act, or
Regulation D promulgated thereunder, or Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving a public
offering or transactions pursuant to compensatory benefit plans and contracts
relating to compensation as provided under such Rule 701. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed
to the share certificates and warrants issued in such transactions. All
recipients had adequate access, through their relationships with the Company,
to information about the Registrant.
   
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES     
 
<TABLE>   
<CAPTION>
  (A) EXHIBITS
- ---------------
 <C>         <S>
     1.1*    Form of U.S. Underwriting Agreement.
     1.2*    Form of International Underwriting Agreement.
     2.1+    Share Purchase and Transfer Agreement by and among Registrant,
             MagiNet GmbH i.G., Heinrich R. Wirt and Reiner Kaesbach, dated
             November 6, 1996.
     2.2     Amendment of the Share Purchase and Transfer Agreement by and
             among Registrant, MagiNet GmbH i.G., Heinrich R. Wirt and Reiner
             Kaesbach, dated November 19, 1996.
     3.1**   Form of Certificate of Incorporation to be filed prior to the
             effective date of the Registration Statement under which the
             Offerings are made.
     3.2**   Form of Restated Certificate of Incorporation to be filed after
             the closing of the Offerings made under this Registration
             Statement.
     3.3**   Bylaws, as amended.
     4.1     Specimen Common Stock Certificate.
     4.2**   Form of Lock-Up Agreement.
     4.3**   Amended and Restated Shareholders' Agreement, as amended, dated
             December 29, 1995.
     4.4**   First Amendment of Amended and Restated Shareholders' Agreement,
             dated May 15, 1996.
     5.1*    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation.
    10.1**   Form of Indemnification Agreement for directors and officers.
    10.2**   1992 Key Personnel Stock Option Plan, as amended, and form of
             agreement thereunder.
    10.3**   1996 Employee Stock Purchase Plan, as amended, and form of
             agreement thereto.
    10.4**   1996 Director Stock Option Plan, as amended, and form of agreement
             thereto.
    10.5+**  Technology License Agreement between Pacific Pay Video Limited and
             On Common Video Corporation.
    10.6+**  Technology License Agreement between MagiNet International
             Corporation and Guestserve Development Group.
    10.7**   Exclusive License Agreement between Pacific Pay Video Limited and
             Comsat Video Enterprises, Inc., dated March 15, 1993.
    10.8**   Exclusive Sublicense Agreement between Pacific Pay Video Limited
             and Comsat Video Enterprises, Inc., dated March 15, 1993.
    10.9+**  Agreement between Registrant and InterGame, Ltd., dated July 8,
             1996.
    10.10+** Note Agreement among Registrant, New York Life Insurance Company,
             The Mutual Life Insurance Company of New York, WASLIC Company II
             and Namtor BVC LP, dated August 15, 1995.
    10.11**  First Amendment Agreement to Note Agreement among Registrant and
             New York Life Insurance Company, The Mutual Life Insurance Company
             of New York, WASLIC Company II and Namtor BVC LP, dated May 7,
             1996.
    10.12+** Installation Agreement between MagiNet (H.K.) Limited and Shangri-
             la Hotel & Resorts (undated).
</TABLE>    
       
       
                                     II-3
<PAGE>
 
<TABLE>   
 <C>         <S>
    10.13+** Revised Installation Agreement between MagiNet (H.K.) Limited and
             Shangri-La Hotel & Resorts, dated September 7, 1994.
    10.14+** Guest Video Services Agreement between MagiNet Australia Pty
             Limited and Southern Pacific Hotel Corporation Limited, dated
             September 6, 1995.
    10.15+** Master Guest Video Services Agreement by and among MagiNet
             International Corporation, Hyatt International-Asia Pacific
             Limited, Hyatt Chain Services Limited and Guestserve Development
             Group, dated August 11, 1995.
    10.17+** Agreement between Registrant and United International Pictures,
             dated June 28, 1996.
    10.18**  Employment Agreement between Registrant and Kenneth B. Hamlet,
             dated November 28, 1995.
    10.19**  Employment Agreement between Registrant and Robert R. Creager,
             dated September 22, 1995.
    10.20**  Offer of Employment Letter from Registrant to Gordon E. (Ned)
             Druehl, Jr., dated June 18, 1996.
    10.21**  Lease for the Registrant's headquarters in Sunnyvale, CA, dated
             February 16, 1994.
    10.22**  Pledge of Shares Agreement among Registrant, New York Life
             Insurance Company, The Mutual Life Insurance Company of New York,
             WASLIC Company II, Namtor BVC LP and The Chase Manhattan Bank,
             N.A., dated December 29, 1995.
    10.23**  Pledge Agreement between Registrant and The Chase Manhattan Bank
             N.A., dated December 28, 1995.
    10.24**  Shareholders Agreement between Registrant, Mr. Arun Churdboonchart
             and AC Telecom Limited, dated June 6, 1995.
    10.25+** Bloomberg Information Television Programming Affiliation Agreement
             between Registrant and Bloomberg, L.P., dated October 3, 1996.
    10.26**  Shareholder Agreement between Registrant and Spectrum, Inc., dated
             August 1, 1994.
    10.27**  Master Guest Video Services Agreement by and among MagiNet
             International Corporation, Hyatt International (Europe Africa
             Middle East) Ltd., Hyatt Chain Services Limited and Guestserve
             Development Group, dated November 15, 1995.
    10.28+   Summary of Terms for Second Amendment to Note Agreement, by and
             among Registrant and New York Life Insurance Company, The Mutual
             Life Insurance Company of New York, WASLIC Company II, and Namtor
             BVC LP, dated November 21, 1996.
    10.30    Joint Venture Agreement by and among Registrant and Nag Yong Lee,
             dated March 1, 1995.
    10.31+   1996 Annual Agreement between Prodac Prozessdatentechnik GmbH and
             Philips Mietsystem GmbH, dated June 18, 1996.
    10.32    Managing Director's Service Agreement between Prodac
             Prozessdatentechnik GmbH and Reiner Kaesbach, dated November 5,
             1996.
    10.33    Managing Director's Service Agreement between Prodac
             Prozessdatentechnik GmbH and Heinrich R. Wirt, dated November 5,
             1996.
    10.34    Lease Contract by and between Kaesbach & Wirt GbR and Prodac
             Prozessdatentechnik GmbH, dated December 15, 1993.
    10.35    Modification agreement of Lease Contract by and between Kaesbach &
             Wirt GbR and Prodac Prozessdatentechnik GmbH, dated October 7,
             1996.
    10.36+   Agreement between Prodac Prozessdatentechnik GmbH and United
             International Pictures GmbH, dated February 8, 1996.
    10.37+   1996 Bonus Agreement between Prodac Prozessdatechnik GmbH and
             Philips Mietsystem GmbH, dated October 25, 1996.
    10.38    Form of standard Leasing Contract between Prodac
             Prozessdatentechnik GmbH and Philips Mietsystem GmbH.
    10.39+   Framework Distributor Contract between Prodac Prozessdatentechnik
             GmbH and Dorint Aktiengesellschaft, dated May 5, 1994.
</TABLE>    
       
                                      II-4
<PAGE>
 
<TABLE>   
 <C>       <S>
    10.40+ Framework Operator Agreement between Prodac Prozessdatentechnik GmbH
           and Novotel Hotelbetriebs mbH, dated October 10, 1996.
    10.41+ Framework Distributor Contract between Prodac Prozessdatentechnik
           GmbH and Maritim Hotelgesellschaft mbH, dated September 21, 1995.
    10.42  Agreement for the Sale and Purchase of Part of the business of
           Prodac Prozessdatentechnik GmbH and Prodac Hotelvideo
           Communicationsystems Limited between Prodac Prozessdatentechnik
           GmbH, Prodac Hotelvideo Communicationsystems Limited and UK Consumer
           Electronics Limited.
    10.43+ Supply Agreement between Prodac Prozessdatentechnik GmbH and UK
           Consumer Electronics Limited.
    10.44  Software License and Technical Support Agreement between Prodac
           Prozessdatentechnik GmbH and UK Consumer Electronics Limited.
    10.45  Source Code Agreement by and among Prodac Prozessdatentechnik GmbH
           and UK Consumer Electronics Limited.
    11.1   Calculation of earnings per share.
    21.1   List of Subsidiaries of the Registrant.
    23.1   Consent of Ernst & Young LLP, Independent Auditors.
    23.2   Consent of Ernst & Young GmbH, Independent Auditors.
    23.3*  Consent of Counsel (included in Exhibit 5.1).
    24.1** Power of Attorney (see page II-5).
    27.1   Financial Data Schedule.
</TABLE>    
- --------
 * To be filed by amendment.
** Previously filed.
   
 + Confidential treatment has been requested with respect to certain portions
   of this exhibit pursuant to a request for confidential treatment filed with
   the Securities and Exchange Commission on September 18, 1996, as amended.
   Omitted portions have been filed separately with the Commission.     
 
   (b) Financial Statement Schedules
 
       None.
 
  Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
 
ITEM 17. UNDERTAKINGS
 
  The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
  Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
 
                                     II-5
<PAGE>
 
  The undersigned registrant hereby undertakes:
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
                                     II-6
<PAGE>
 
                                  SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON
FORM S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SUNNYVALE, STATE OF CALIFORNIA, ON THE 22ND DAY OF
NOVEMBER, 1996.     
 
                                          MAGINET CORPORATION
 
                                                    /s/ James A. Barth
                                          By __________________________________
                                                      JAMES A. BARTH
                                              EXECUTIVE VICE PRESIDENT, CHIEF
                                              FINANCIAL OFFICER AND SECRETARY
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED     

<TABLE>     
<CAPTION> 
 
              SIGNATURE                        TITLE                 DATE
              ---------                        -----                 ----
<C>                                    <S>                       <C> 
         Kenneth B. Hamlet*            Chairman of the           
- -------------------------------------   Board, President         November 22,
         (KENNETH B. HAMLET)            and Chief Executive       1996 
                                        Officer (Principal
                                        Executive Officer)
 
         /s/ James A. Barth            Executive Vice           
- -------------------------------------   President, Chief         November 22,
          (JAMES A. BARTH)              Financial Officer         1996 
                                        and Secretary
                                        (Principal
                                        Financial and
                                        Accounting Officer)
 
         Robert R. Creager*            Director                  
- -------------------------------------                            November 22,
         (ROBERT R. CREAGER)                                      1996 
 
          Stuart J. Ellman*            Director                  
- -------------------------------------                            November 22,
         (STUART J. ELLMAN)                                       1996 
 
         Michael D. Granoff*           Director                  
- -------------------------------------                            November 22,
        (MICHAEL D. GRANOFF)                                      1996 
 
           Michael Ramsay*             Director                  
- -------------------------------------                            November 22,
          (MICHAEL RAMSAY)                                        1996 
 
        James D. Robinson IV*          Director                  
- -------------------------------------                            November 22,
       (JAMES D. ROBINSON IV)                                     1996 
 
         /s/ James A. Barth
   --------------------------------
</TABLE>      


* By:
          (JAMES A. BARTH)
         (ATTORNEY-IN-FACT)
 
                                     II-7
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>   
 <C>         <S>
     1.1*    Form of U.S. Underwriting Agreement.
     1.2*    Form of International Underwriting Agreement.
     2.1+    Share Purchase and Transfer Agreement by and among Registrant,
             MagiNet GmbH i.G., Heinrich R. Wirt and Reiner Kaesbach, dated
             November 6, 1996.
     2.2     Amendment of the Share Purchase and Transfer Agreement by and
             among Registrant, MagiNet GmbH i.G., Heinrich R. Wirt and Reiner
             Kaesbach, dated November 19, 1996.
     3.1**   Form of Certificate of Incorporation to be filed prior to the
             effective date of the Registration Statement under which the
             Offerings are made.
     3.2**   Form of Restated Certificate of Incorporation to be filed after
             the closing of the Offerings made under this Registration
             Statement.
     3.3**   Bylaws, as amended.
     4.1     Specimen Common Stock Certificate.
     4.2**   Form of Lock-Up Agreement.
     4.3**   Amended and Restated Shareholders' Agreement, as amended, dated
             December 29, 1995.
     4.4**   First Amendment of Amended and Restated Shareholders' Agreement,
             dated May 15, 1996.
     5.1*    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation.
    10.1**   Form of Indemnification Agreement for directors and officers.
    10.2**   1992 Key Personnel Stock Option Plan, as amended, and form of
             agreement thereunder.
    10.3**   1996 Employee Stock Purchase Plan, as amended, and form of
             agreement thereto.
    10.4**   1996 Director Stock Option Plan, as amended, and form of agreement
             thereto.
    10.5**   Technology License Agreement between Pacific Pay Video Limited and
             On Common Video Corporation.
    10.6**   Technology License Agreement between MagiNet International
             Corporation and Guestserve Development Group.
    10.7**   Exclusive License Agreement between Pacific Pay Video Limited and
             Comsat Video Enterprises, Inc., dated March 15, 1993.
    10.8**   Exclusive Sublicense Agreement between Pacific Pay Video Limited
             and Comsat Video Enterprises, Inc., dated March 15, 1993.
    10.9+**  Agreement between Registrant and InterGame, Ltd., dated July 8,
             1996.
    10.10+** Note Agreement among Registrant, New York Life Insurance Company,
             The Mutual Life Insurance Company of New York, WASLIC Company II
             and Namtor BVC LP, dated August 15, 1995.
    10.11**  First Amendment Agreement to Note Agreement among Registrant and
             New York Life Insurance Company, The Mutual Life Insurance Company
             of New York, WASLIC Company II and Namtor BVC LP, dated May 7,
             1996.
    10.12+** Installation Agreement between MagiNet (H.K.) Limited and Shangri-
             la Hotel & Resorts (undated).
    10.13+** Revised Installation Agreement between MagiNet (H.K.) Limited and
             Shangri-La Hotel & Resorts, dated September 7, 1994.
    10.14+** Guest Video Services Agreement between MagiNet Australia Pty
             Limited and Southern Pacific Hotel Corporation Limited, dated
             September 6, 1995.
    10.15+** Master Guest Video Services Agreement by and among MagiNet
             International Corporation, Hyatt International-Asia Pacific
             Limited, Hyatt Chain Services Limited and Guestserve Development
             Group, dated August 11, 1995.
</TABLE>    
<PAGE>
 
<TABLE>   
 <C>         <S>
    10.17+** Agreement between Registrant and United International Pictures,
             dated June 28, 1996.
    10.18**  Employment Agreement between Registrant and Kenneth B. Hamlet,
             dated November 28, 1995.
    10.19**  Employment Agreement between Registrant and Robert R. Creager,
             dated September 22, 1995.
    10.20**  Offer of Employment Letter from Registrant to Gordon E. (Ned)
             Druehl, Jr., dated June 18, 1996.
    10.21**  Lease for the Registrant's headquarters in Sunnyvale, CA, dated
             February 16, 1994.
    10.22**  Pledge of Shares Agreement among Registrant, New York Life
             Insurance Company, The Mutual Life Insurance Company of New York,
             WASLIC Company II, Namtor BVC LP and The Chase Manhattan Bank,
             N.A., dated December 29, 1995.
    10.23**  Pledge Agreement between Registrant and The Chase Manhattan Bank
             N.A., dated December 28, 1995.
    10.24**  Shareholders Agreement between Registrant, Mr. Arun Churdboonchart
             and AC Telecom Limited, dated June 6, 1995.
    10.25+** Bloomberg Information Television Programming Affiliation Agreement
             between Registrant and Bloomberg, L.P., dated October 3, 1996.
    10.26**  Shareholder Agreement between Registrant and Spectrum, Inc., dated
             August 1, 1994.
    10.27**  Master Guest Video Services Agreement by and among MagiNet
             International Corporation, Hyatt International (Europe Africa
             Middle East) Ltd., Hyatt Chain Services Limited and Guestserve
             Development Group, dated November 15, 1995.
    10.28+   Summary of Terms for Second Amendment to Note Agreement by and
             among Registrant and New York Life Insurance Company, The Mutual
             Life Insurance Company of New York, WASLIC Company II, and Namtor
             BVC LP, dated November 21, 1996.
    10.30    Joint Venture Agreement by and among Registrant and Nag Yong Lee,
             dated March 1, 1995.
    10.31+   1996 Annual Agreement between Prodac Prozessdatentechnik GmbH and
             Philip Mietsystem GmbH, dated June 18, 1996.
    10.32    Managing Director's Service Agreement between Prodac
             Prozessdatentechnik GmbH and Reiner Kaesbach, dated November 5,
             1996.
    10.33    Managing Director's Service Agreement between Prodac
             Prozessdatentechnik GmbH and Heinrich R. Wirt, dated November 5,
             1996.
    10.34    Lease Contract by and between Kaesbach & Wirt GbR and Prodac
             Prozessdatentechnik GmbH, dated December 15, 1993.
    10.35    Modification agreement of Lease Contract by and between Kaesbach &
             Wirt GbR and Prodac Prozessdatentechnik GmbH, dated October 7,
             1996.
    10.36+   Agreement between Prodac Prozessdatentechnik GmbH and United
             International Pictures GmbH, dated February 8, 1996.
    10.37+   1996 Bonus Agreement between Prodac Prozessdatentechnik GmbH and
             Philips Mietsystem GmbH, dated October 25, 1996.
    10.38    Form of standard Leasing Contract between Prodac
             Prozessdatentechnik GmbH and Philips Mietsystem GmbH.
</TABLE>    
 
<PAGE>
 
<TABLE>   
 <C>       <S>
    10.39+ Framework Distributor Contract among Prodac Prozessdatentechnik GmbH
           and Dorint Aktiengesellschaft, dated May 5, 1994.
    10.40+ Framework Operator Agreement between Prodac Prozessdatentechnik GmbH
           and Novotel Hotelbetriebs mbH, dated October 10, 1996.
    10.41+ Framework Distributor Contract between Prodac Prozessdatentechnik
           GmbH and Maritim Hotelgesellschaft mbH, dated September 21, 1995.
    10.42  Agreement for the Sale and Purchase of Part of the business of
           Prodac Prozessdatentechnik GmbH and Prodac Hotelvideo
           Communicationsystems Limited between Prodac Prozessdatentechnik
           GmbH, Prodac Hotelvideo Communicationsystems Limited and UK Consumer
           Electronics Limited.
    10.43+ Supply Agreement between Prodac Prozessdatentechnik GmbH and UK
           Consumer Electronics Limited.
    10.44+ Software License and Technical Support Agreement between Prodac
           Prozessdatentechnik GmbH and UK Consumer Electronics Limited.
    10.45  Source Code Agreement by and among Prodac Prozessdatentechnik GmbH
           and UK Consumer Electronics Limited.
    11.1   Calculation of earnings per share.
    21.1   List of Subsidiaries of the Registrant.
    23.1   Consent of Ernst & Young LLP, Independent Auditors.
    23.2   Consent of Ernst & Young GmbH, Independent Auditors.
    23.3*  Consent of Counsel (included in Exhibit 5.1).
    24.1** Power of Attorney (see page II-5).
    27.1   Financial Data Schedule.
</TABLE>    
- --------
 * To be filed by amendment.
 
** Previously filed.
 
 + Confidential treatment has been requested with respect to certain portions
   of this exhibit pursuant to a request for confidential treatment filed with
   the Securities and Exchange Commission on September 18, 1995. Omitted
   portions have been filed separately with the Commission.

<PAGE>
 
                                                                     EXHIBIT 2.1
                                             (Translated from German to English)

                                      -1-


                                           No.     of the document register 1996
                                           -------------------------------------



                                    Recorded


                   in Frankfurt am Main on November 05, 1996

                       Before me, the undersigned notary

                                Dr. Harald Jung

                 with official residence in Frankfurt am Main,

     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted 
      portions have been filed separately with the Commission.
<PAGE>
 
                                      -2-

appeared today in the offices of the law firm Bruckhaus Westrick Stegemann,
Taunusanlage 11, 60329 Frankfurt am Main where the acting notary betook himself
at the request of the persons appearing.

1.   Mr. Heinrich R. Wirt, with business address at Max-Planck-Strasse 38, 50858
     Cologne, identifying himself by presenting his valid federal identity card;
2.   Mr. Reiner Kasbach, with business address at Max-Planck-Strasse 38, 50858
     Cologne, identifying himself by presenting his valid federal identity card;
3.   Attorney-at-law Dr. Konstantin Mettenheimer, having his business address at
     Taunusanlage 11, 60329 Frankfurt am Main, personally known.

The persons appearing under 1. and 2. (hereinafter collectively referred to as
the "Sellers") declared that they were acting in their own names and as managing
directors of PRODAC Prozessdatentechnik GmbH having its registered office in
Cologne, registered in the Commercial Register of the Local Court of Cologne
under register number HRB 10002 (hereinafter referred to as the "Company"),
authorized to represent the Company individually and being released from the
restrictions set forth in (S) 181 German Civil Code. The acting notary has
assured himself on the basis of a certified excerpt of the Commercial Register
dated August 12, 1996 that the persons appearing under 1. and 2. are authorized
to represent the Company. The notary was provided with a sharholders resolution
adopted on November 06, 1996 in which the release of the persons appearing under
1. and 2. from the restrictions set forth in (S) 181 German Civil Code was
confirmed as a matter of precaution. The notary took such shareholders
resolution to this deed.

The person appearing under 3. declared that he was not acting in his own name
but

a) as attorney in fact on behalf of MagiNet GmbH i.G. with registered office
   in Cologne, established in the notarial deed of September 10, 1996 No.
   1274/96 of the notary public Dr. Gerhard Hess in Frankfurt am Main
   (hereinafter referred to as the "Purchaser"). The notary has, on the basis
   of an executed copy of the Incorporation Deed which has been taken to this
   Deed as copy and a power-of-attorney dated November 06, 1996, which was
   presented in original and is attached as certified copy, assured himself
   that the person appearing under 3. has the power to represent the Purchaser
   and is released from the restrictions set forth in (S) 181 German Civil
   Code.

b) as attorney in fact on behalf of MagiNet Corporation with registered office
   in Sunnyvale, California, 94089 USA (hereinafter referred to as "MagiNet
   Corp."), as chairman of the board of directors having sole signature power.
   The notary has satisfied himself on the basis of a notarially certified and
   legalized Secretary's Certificate which was presented in original
<PAGE>
 
                                      -3-

   and a power-of-attorney dated November 05, 1996, which was presented in
   original and is attached as certified copy, assured himself that the person
   appearing under 3. has the power to represent MagiNet Corp. individually.



                                       I.


Acting as stated, the persons appearing then requested the recording of the
following

                     SHARE PURCHASE AND TRANSFER AGREEMENT.


                                    PREAMBLE

The Sellers are the sole shareholders of the Company. The share capital of the
Company is DM 1,000,000.-- and has been paid up in full. Each of the Sellers
holds a share in a nominal amount of DM 500,000.-- in the Company (hereinafter
collectively referred to as the "Shares").

The Purchaser is a wholly-owned subsidiary of MagiNet Corp. MagiNet Corp.
proposes to file a registration statement with the United States Security and
Exchange Commission (the "Commission") under the United States Securities Act of
1933, as amended (hereinafter referred to as the "1933 Act"), covering the
initial public offering of the Common Stock of MagiNet Corp. (the "IPO"). In
connection with the IPO, MagiNet Corp. proposes to list its Common Stock for
trading on the National Market of The Nasdaq Stock Market. The date of the
closing of the IPO pursuant to the Registration Statement, as declared effective
by the Commission under the 1933 Act, will hereinafter be referred to as the
"IPO Date". The per-share price at which the Common Stock of MagiNet Corp. is
initially offered to the public in the IPO (as set forth in the final prospectus
therefore) will hereinafter be referred to as the "IPO Price".

The Sellers are interested in selling their Shares. The Purchaser is
interested in acquiring the Shares. MagiNet Corp. is prepared to undertake
responsibility for the liabilities of the Purchaser arising from the following
Agreement. For the purposes of technical simplification of the notarization of
this Share Purchase and Transfer Agreement a reference deed was executed on
November 5, 1996 (Role of Deeds No. ______/96 of the notary Dr. Harald Jung in
Frankfurt am Main). The reference deed contains all of the attachments except
Attachment 3 referred to in the
<PAGE>
 
                                      -4-

following Agreement. The original of the Reference Deed is at the disposal of
the parties for inspection.

Now therefore the parties agree as follows:


                                   ARTICLE 1

                       SALE AND ASSIGNMENT OF THE SHARES,
                    ALLOCATION OF DIVIDEND, DATE OF TRANSFER

1. The Sellers herewith sell and assign the Shares to the Purchaser. The
   Purchaser accepts this sale and assignment. In accordance with Art. 15 of
   the memorandum of association of the Company, the Sellers mutually declare
   their consent to the sale and assignment of the Shares.

2. The assignment of the Shares pursuant to paragraph 1 above shall not become
   effective before 5 days have elapsed since the IPO Date, but not later than
   on February 28, 1996. The assignment shall also be subject to the
   suspensive condition of payment of the purchase price in accordance with
   Art. 2 (1) a) and transfer of the shares in MagiNet Corp. in accordance
   with Art. 2 (1) b). The date at which the assignment of the Shares shall
   become effective is hereinafter referred to as the "Closing".

3. The Company's profit for the business year 1996, as well as a profit from
   prior years not distributed to the shareholders (i.e. profit brought
   forward and profit from prior years for which no resolution regarding its
   appropriation has been adopted), shall be - in the event that the Closing
   should be prior to January 1, 1997 - due to the Purchaser and if the
   Closing should be after December 31, 1996 - due to the Sellers. The
   foregoing does not apply to retained earnings in the amount of DM 600.000,--.
   This amount shall be distributed to the Sellers prior to the closing in
   any case. The resolutions in respect of the establishment of the annual
   accounts and the distribution of profits shall be adopted by the Purchaser
   accordingly. If necessary, profit determination and profit appropriation 
   resolutions shall be adopted.
<PAGE>
 
                                      -5-



                                   ARTICLE 2

                    PURCHASE PRICE, CONSIDERATION IN SHARES

1. As consideration for the sale of the Shares the Sellers shall receive from
   the Purchaser the following:

   a)    DM 20,000,000.-- (in words: twenty million Deutsche Marks) in cash
      payable within 10 bank working days (the banking centre of Frankfurt am
      Main shall be decisive) from the IPO Date, but not later than on January
      10, 1997, in equal parts into the account No. 149702524 of Mr. Heinrich
      R. Wirt at Kreissparkasse Siegburg (Bank Code 38650000) and account No.
      510477014 of Mr. Reiner Kasbach at Raiffeisen Bank Vorgebirge, Bornheim
      (Bank Code 38061636). In the event that the Purchaser is not in
      possession of the bank guaranties on first demand to the provided by the
      Sellers pursuant to (S) 7, the Purchaser is entitled to retain without
      any obligation to pay interest a share of the purchase price in the
      amount of DM 1,000,000.-- to secure its claims against the Sellers
      arising from this Agreeement. The payment of this retained amount shall
      be effected only upon delivery of the bank guaranties to the Purchaser.
      The retaining of the Purchase Price Share of DM 1,000,000.-- does not
      prevent the transfer of the Shares pursuant to (S) 1 para. 2 of this
      Agreement.

   b)    Non-registered common shares in MagiNet Corp. in a total equivalent 
      of DM 5,000,000.-- (in words: five million Deutsche Marks) shall be
      transferred to the Sellers within 10 bank working days after the IPO-
      Date, but not later than on March 10, 1997. The total number of non-
      registered common shares to be transferred (hereinafter referred to as
      the "Common Shares") shall be determined by the following computation
      formula:

                                             Consideration
      Number of Common Shares =      ----------------------------
                                        Price per Common Share

      Consideration  =     The US dollar equivalent of DM 5,000,000.-- on the
                        basis of the official middle rate of exchange
                        determined on the Frankfurt am Main Exchange for the
                        US dollar at the IPO Date .
<PAGE>
 
                                      -6-

      Price per share  =     The IPO Price less 10 percent hereof. Should the
                          Common Share IPO Date be after February 28, 1997, a
                          price of US$ 12 per Common Share shall be taken as a
                          basis.

      The resulting number of Common Shares must be divisible by two. The
      Sellers shall each receive half the number of Common Shares determined
      in accordance with the above formula. Receipt of any difference
      remaining in comparison to the equivalent of DM 5.000.000,-- is waived
      by the Sellers. The Purchaser undertakes to transfer the Common Shares
      to the Sellers with due observance of the legal regulations applicable
      to their transfer. The share certificates, if any, shall be handed over
      to the Sellers. The obligation to transfer the Shares can be fulfilled
      also by MagiNet Corp. directly.

   c)    Each of the Sellers is granted the right to acquire a further 150,000
      non-registered Common Shares in MagiNet Corp. at a price of US$ 8 per
      share in accordance with the Option Agreements attached to this
      Agreement as Annexes 2.2.1 and 2.2.2.
                   -------------     ----- 

2. The Purchaser shall take the necessary steps to achieve that the shares
   aquired by the Sellers through this Agreement, can get registered on their
   request. The regulations for the management of the MagiNet Corp. apply
   accordingly.

3. Interest at a rate of 6% p.a. shall be paid on the part of the purchase
   price determined in para. 1 a) from the day of recording of this Agreement
   until Closing. The interest shall be part of the purchase price and shall
   be paid together with the part of the purchase price pursuant to para. 1
   a).

4. The purchase price to be paid in accordance with para. 1 a) shall be
   subsequently reduced by the amount by which the pre-tax profit, net of
   corporate and trade tax of the Company for the business year 1996
   determined in accordance with the German generally accepted accounting
   principles (Grundsatze ordnungsmaiger Buchfuhrung) under continuation of
   the accounting principles remains below an amount of DM 3,000,000.--. Any
   reduction of the purchase price pursuant to this paragraph shall not exceed
   DM 3,000,000.--. In the event that the purchase price should already have
   been paid by the Purchaser, the amount of the reduction shall be repaid to
   the Purchaser immediately upon adoption of the annual accounts of the
   Company as per December 31, 1996 plus 6% interest from the date of
   recording of this Agreement.
<PAGE>
 
                                      -7-

5. In the event that payment of the purchase price pursuant to para. 1 a) and
   transfer of the Shares pursuant to para. 1 b) should not have been effected
   by March 31, 1997, the Sellers shall have the right to rescind this
   Agreement by means of a written declaration to be submitted to the
   Purchaser. The right of rescission can be exercised by each Seller,
   however, only with effect for both the Sellers.

6. Sec. 454 German Civil Code does not apply.

                                  ARTICLE 3

                                EARNOUT PLAN

1. As further consideration for the transfer of the Shares - such further
   consideration to be dependent on the future financial situation of the
   Company -the Purchaser is obliged to grant to the Sellers in the years 1997
   to 1999 payment or MagiNet Common Shares, as the case may be, pursuant to
   the following provisions:

   a)    If the Company has achieved in the fiscal year 1997 the targets
      contained in the business plan for the said fiscal year which is
      attached as Attachment 3 to this Deed (hereinafter also referred to as
                  ------------
      the "Earnout Plan"), the Sellers shall receive a combined cash/share
      payment equivalent to an amount of up to DM 5,000,000.--(in words: five
      million Deutsche Marks).

   b)    If the Company has achieved in the fiscal year 1998 the targets
      contained in the business plan for the said fiscal year which is
      attached as Attachment 3 to this Deed, the Sellers shall receive a
                  ------------
      combined cash/share payment equivalent to an amount of DM 5,000,000.--
      (in words: five million Deutsche Mark).

   c)    If the Company has achieved in the fiscal year 1999 the targets
      contained in the business plan for the said fiscal year which is
      attached as Attachment 3 to this Deed, the Sellers shall receive a
                  ------------
      combined cash/share payment equivalent to an amount of DM 5,000,000.--
      (in words: five million Deutsche Mark).

2. The aforementioned consideration is due upon the establishing of the
   accounts of the respective fiscal year.
<PAGE>
 
                                      -8-

3. The respective overall consideration shall be divided into cash- and share
   portions such that the cash portion covers the tax which accrues to the
   share portion. The cash- and share portions shall be approximately
   calculated by the Purchaser. If necessary, the Sellers shall provide any
   information required therefor. For the determination of the number of
   Common Shares which shall be transferred to the Sellers the stock price -
   alternatively the market price - of the MagiNet Corp. Share on the Nasdaq
   on the one hand, and the official middle exchange rate for US$ determined
   on the Frankfurt currency exchange on the other hand, on the respective due
   date shall be decisive.

4. For the method of payment of the cash portion and the method of transfer of
   the Common Shares to the Sellers, the provisions in Sec. 2 para. 1 a) and
   b) of this Agreement apply accordingly.

5. Should a Seller be removed or suspended from his office as managing
   director of the Company, notwithstanding the minimum-targets of the Earnout-
   Plan- under exception of the category "Average monthly net revenue per
   room" - being met and without an important cause exisiting in respect of
   the person (in der Person) or in the behaviour (im Verhalten) of the
   respective Seller, he shall receive the further consideration under the
   Earnout-Plan also in the event, the targets were not met. Basis for
   determining the yearly payment to the affected Seller under the Earnout-
   Plan shall be the level achieved in the fiscal year preceeding his
   revocation or suspension as managing director of the Company.


                                   ARTICLE 4

                           WARRANTIES OF THE SELLERS

The Sellers warrant to the Purchaser as joint and several debtors (Sec. 421 et
seq. of the German Civil Code) in the form of a separate warranty that the
following statements are correct and true as of the date of the recording as
well as at the Closing:

1. The statements in the Preamble of this Agreement with respect to the
   Sellers and the Company are complete and correct.

2. The Company is a company with limited liability (Gesellschaft mit
   beschrankter Haftung) duly organized under the laws of the Federal Republic
   of Germany and validly existing in accordance with the Articles of
   Association and the excerpt from the Commercial Register 
<PAGE>
 
                                      -9-

   attached as Attachment 4.2 to the Reference Deed. There are no shareholder
               --------------       
   resolutions amending the Articles of Association which have not yet been
   registered in the Commercial Register nor are there any side agreements
   relating to the constitution and organisation of the Company.

3. The Company has no participations in any other businesses than the
   subsidiaries set forth in Attachment 4.3.1 (the "Subsidiaries") to the
                             ----------------
   Reference Deed and is under no obligation to acquire such participations.
   All Subisidaries were duly established under the laws of their respective
   jurisdiction and are validly exisitng since their establishment. Except as
   set forth in Attachment 4.3.2 to the Reference Deed, the Company holds 100
                ----------------
   % of the outstanding shares of capital stock of each of the Subsidiaries.

4. The Company has not entered into any enterprise contracts
   (Unternehmensvertrage) within the meaning of Sec. 291 et seq. of the Stock
    --------------------
   Corporation Act (Aktiengesetz) nor any agreement relating to the
                    ------------
   establishment of a silent partnership.

5. The Sellers are the legal and beneficial owner of the Shares which are free
   of any encumbrances or any other rights for the benefit of third parties.
   The Sellers have the right and the power to freely dispose of the Shares
   without that the consent of any third party would be required for such
   disposal or that such disposal would violate the right of any third party.
   The Shares do not constitute all or substantially all of the assets of each
   of the Sellers.

6. The Shares are fully paid up and no repayment of capital contributions has
   been made, neither openly nor concealed. There are no shareholders of the
   Company other than the Sellers.

7. Attachment 4.7 to the Reference Deed sets forth a complete and correct
   --------------                                                        
   description of the development of the Stated Capital and a composition of
   the shareholders of the Company since its establishment, indicating all
   notarial deeds with which the Company has been established, the Stated
   Capital of the Company has to date been increased or reduced as well as all
   notarial deeds with which to date shares of the Company have been
   subscribed to, transferred or otherwise affected.

8. Neither against the Sellers nor the Company any bankruptcy or composition
   proceedings have been initiated nor are there any circumstances which would
   justify the initiation of such proceedings in the future.
<PAGE>
 
                                      -10-

9.  The annual statements of the Company and the Subsidiaries for the fiscal
    years 1993, 1994, 1995 (the "Accounts") and - to the extent required by the
    applicable law - the notes have been prepared in accordance with applicable
    generally accepted accounting principles (Grundsatze ordnungsgemaber
                                              --------------------------
    Buchfuhrung) as well as observing continuity in the accounting and
    -----------
    evaluation principles and present a view of the assets, finance and
    operating results of the Company and its Subsidiaries which is in
    accordance with the actual circumstances. To the extent that there are
    capitalization options (Aktivierungswahlrechte) no capitalization has taken
                            ----------------------
    place. To the extent that there are options to include items in the
    liabilities (Passivierungswahlrechte) such items have been included. All
                 -----------------------
    statutorily permitted depreciations have been taken. All statutorily
    permitted accruals have been taken. On neither the Company nor any
    Subsidiary had with exception of liabilities resulting from pending
    contractual relationships which are not required to be shown on a balance
    sheet any liabilities other than those shown in the balance sheet of
    December 31, 1995 or covered by accruals. To the extent that contingent
    liabilities did not have not be included in liabilities they have been
    reflected as below-the-line items on the balance sheet (including
    liabilities resulting from the issue of comfort letters). In respect of the
    accounts of the Company for the fiscal years 1993, 1994, 1995 prepared in
    accordance with the American principles of GAAP and in respect of the
    interim accounts prepared by Ernst & Young as per June 30, 1996, the
    Sellers represent and warrant only the completeness and the correctness of
    the documentation and information provided to Ernst & Young by the Sellers
    or by employees of the Company.

10. The receivables reflected in the balance sheet of December 31, 1995 -
    except receivables listed in Attachment 4.10 to the Referece Deed the
                                 ---------------
    value of which is uncertain, will be fully collectable upon their due date
    without that any special collection measures are required, less any
    specific or lumpsum value adjustment reflected in the Accounts. The equity
    interest in PRODAC Hotelvideo Communication Systems Ltd., Bedford, Great
    Britain, reflected in the balance sheet of December 31, 1995 will be fully
    depreciated in the fiscal year 1996.

11. The inventories shown in the balance sheet of December 31, 1995 are with
    respect to quantity and quality (1) in the case of raw materials, supplied
    goods and semi-finished goods usable in the ordinary course of business
    and (2) in the case of finished products and merchandise goods sellable in
    the usual course of business at then prevailing market prices or
    manufacturing cost or acquisition cost, whatever is higher.

12. The pension accrual shown in the Balance sheet of December 31, 1995 duly
    reflects the cash value of the Company's liabilities from commitments for
    company pension plans (both
<PAGE>
 
                                      -11-

    direct and indirect commitments) on the basis of a calculation interest
    rate of 6 per cent and the application of the orientation schedules of Dr.
    Karl Heuberg in their 1982 version.

13. Neither the Company nor any Subsidiary owns any real property. Attachment
                                                                   ----------
    4.13 to the Reference Deed sets forth a true and complete list of all office
    ----                                                                        
    lease contracts entered into by the Company or any of its Subsidiaries.
    All such leases are valid and effective and there is no impending event of
    default under any of such leases.

14. Attachment 4.14.1 to the Reference Deed sets forth all assets necessary
    -----------------
    for, or used in, the present business operations. Except as set forth in
    Attachment 4.14.2 to the Reference Deed, all such assets are reflected in
    -----------------
    the balance sheet of December 31, 1995. Except as set forth in Attachment
                                                                   ----------
    4.14.3 to the Reference Deed, the Company is the legal and beneficial
    ------
    owner of all fixed assets (Gegenstanden des Anlagevermogens) used in its
                               --------------------------------
    business operations. Such assets are free of any encumbrances or any other
    rights for the benefit of third parties. Such assets are in a useable
    operating and conservation condition. The Company is the legal and
    beneficial owner of all current assets (Gegenstande des Umlaufvermogens)
                                            -------------------------------
    used in its business operations. With the exception of the items listed in
    Attachment 4.14.4 to the Reference Deed, such assets are free of any
    -----------------
    encumbrances and any other rights for the benefits of third parties with
    the exception of statutory pledges or retention of title rights entered
    into the ordinary course of business for liabilities which are reflected
    in the balance sheet of December 31, 1995. To the extent the Company or a
    Subsidiary leases equipment which is necessary for the business, valid
    lease contracts exist which grant the company a right of use until the end
    of the contractually stipulated lease term.

15. Attachment 4.15 to the Reference Deed is a complete and correct list of all
    ---------------
    industrial property rights and copyrights (patents, utility models,
    trademarks, design patents, copyrights and topographic rights) which are
    owned by the Company or any Subsidiary or with respect to which the
    Company or any Subsidiary has been granted a license for use as well as
    of, with respect to such rights in respect of which the Company or any
    Subsidiary has been granted a licence for use, a list of the relevant
    license agreements under exception of off-shelf standard software (DOS,
    Windows etc.). With the exception of the industrial property rights and
    copyrights set forth in this list neither the Company nor any Subsidiary
    uses in its business operations any other industrial property rights or
    copyrights nor is it dependent thereon. To the best knowledge of the
    Sellers no industrial property or copyrights used by the Company or any
    Subsidiary have been challenged by any third parties. The listed license
    agreements are valid, and there is no impending cancellation or
    termination of these agreements for any other reason.
<PAGE>
 
                                      -12-

16. Between the Company and any Subsidiary on the one side and the Sellers,
    their relatives as well as enterprises affiliated with the Sellers within
    the meaning of Sect. 15 of the Stock Corporation Act (Aktiengesetz) on the
                                                          ------------
    other side there are no contractual relationships with the exception of
    those listed in Attachment 4.16 to the Reference Deed.
                    ---------------

17. Attachment 4.17 to the Reference Deed is a complete and correct list of the
    ---------------                                                            
    21 largest customers, the 10 largest direct sale customers (distributors)
    and the 10 largest suppliers of the Company as per October 31, 1996 as
    well as of all suppliers of the Company which, for goods and services of
    any kind, are the sole source of supply, i.e. for which there is no
    alternative source at comparable conditions (except for energy supply
    agreements, mail and telecommunication services), listing in each case the
    business volume for the fiscal year 1995. To the best knowledge of Sellers
    there is no reason to believe that any of such customers or suppliers of
    the Company will reduce the extent of its previous dealings with the
    Company to any material degree except as for the general development of
    the economy or market.

18. Attachment 4.18 to the Reference Deed is a complete and correct list of all
    ---------------                                                            
    bank accounts of the Company and each Subsidiary as well as the respective
    signatories.

19. Attachment 4.19 to the Reference Deed is a complete and correct list of all
    ---------------                                                            
    insurance policies taken out by, or for the benefit of, the Company, a
    Subsidiary or its business operations with the exception of any insurance
    of the motor vehicles used in the Company's or a Subsidiary's business
    operations. The respective policy holder is in good standing with respect
    to its obligations under the insurance contract. Insurance policies which
    lapse upon the acquisition of the Company by the Purchaser are marked.

20. Attachment 4.20.1 to the Reference Deed is a complete and correct list of
    -----------------                                                        
    certain important (written or orally concluded) agreements and obligations
    of the Company or any Subsidiary (hereinafter referred to as the "Material
    Contracts", i.e. all agreements and commitments which relate to one of the
    following items or have been concluded with, or granted to, one of the
    following parties to the extent that such contracts have not yet been
    terminated or have not been fully performed:

    a)      All agreements and obligations relating to the acquisition,
         divestiture, encumbrance or other disposal of real estate or real-
         estate-like rights;

    b)      All agreements relating to the acquisition or the divestiture of
         fixed assets (Gegenstande des Anlagevermogens) including intangible
                       -------------------------------
         assets, physical fixed
<PAGE>
 
                                      -13-

         assets (with the exception of real estate and real-estate-like
         rights) and financial assets whose value exceeds DM 50,000.-- per
         item or collectively DM 200,000.--;

    c)      All usufructuary lease agreements (Pachtvertrage), rental agreements
                                            -------------                    
         (Mietvertrage) including lease- and sublease agreements in respect of
          ------------
         office-and business space, or leasing arrangements to the extent that
         they trigger regardless of for which party annual payments of DM
         10,000.-- per item or collectively of DM 50,000.--;

    d)      All license agreements into which the Company or any Subsidiary as
         licensor or licensee has entered to the extent that they trigger
         annual payments of DM 10,000.-- per item or collectively DM 50,000.--;

    e)      All credit agreements into which the Company or any Subsidiary, as
         lender or borrower, has entered, with the exception of customary
         extensions of the due date of receivables or payables agreed to in
         the ordinary course of business, as well as all factoring
         arrangements;

    f)      All agreements with domestic or foreign authorized dealers
         (Vertragshandler), commercial agents (Handelsvertreter) or agents as
          ---------------                      ----------------
         well as all similar distribution agreements which either in case of
         their termination trigger compensation claims against the Company or
         whose notice period for termination exceeds three (3) months;

    g)      All operating- and film delivery contracts with hotels referencing
         the contracting party and the location of the hotel, as well as all
         supply agreements (Ausstattungsvertrage) which are not fully
         performed or where the warranty period has not yet elapsed;

    h)      All employment agreements which provide for an annual aggregate
         remuneration of more than DM 80,000.-- (as per the date of conclusion
         of such agreement) as well as all agreements with advisers to the
         extent that they trigger payments which exceed DM 50,000.-- per item
         or collectively DM 200,000.--;

    i)      All agreements and obligations relating to pensions, other social
         benefits, profit participations, turnover participations or other
         success bonuses as well as similar agreements with the exception of
         those already mentioned under Section 4.20. h);
<PAGE>
 
                                      -14-

    j)      All material collective bargaining agreements and material shop
         agreements into which the Company or any Subsidiary has entered or to
         which the Company or any Subsidiary is subject (with the exception of
         multi-facility, regional or multi-regional collective bargaining
         arrangements);

    k)      All cooperation and similar agreements with third parties as well as
         any agreement or obligation having a restrictive impact on
         competition;

    l)      All agreements or obligations which have been entered into or 
         assumed outside the ordinary course of business of the Company or any
         Subsidiary to the extent that they trigger annual payments of DM
         50,000 per item or collectively DM 200,000.--;

    m)      All securities granted and all obligations assumed by the Company in
         favour of the Subsidiaries;

    n)      Other agreements and obligations which trigger annual payments
         exceeding DM 100,000.-- per item or collectively DM 500,000.--.

    The validity or enforceability of none of the Material Contracts has been
    legally contested or is doubtful. No Material Contract is terminated nor
    to the best knowledge of Sellers is about to be prematurely terminated.
    The Material Contracts listed in Attachment 4.20.2 to the Reference Deed
                                     -----------------
    or particularly indicated in the above attachments are already terminated
    or about to be terminated. Neither the Company nor any Subsidiary nor to
    the best knowledge of Sellers their respective contractual partner are in
    breach of or in default with respect to, any Material Contract. The
    transaction contemplated in this Agreement to the best knowledge of
    Sellers will not give any party an express right to termination or
    amendment of a Material Contract.

21. Attachment 4.21.1 to the Reference Deed is a complete and correct list of
    -----------------                                                        
    all employees of the Company and each Subsidiary, specifying their names,
    job designations, place of employment and the total amount paid or payable
    to such employee in the last fiscal year. No employee marked therein as
    "important" has declared an intention to terminate the employment
    relationship with the Company. There are no litigeous labour disputes with
    the exception of those listed in Attachment 4.21.2 to the Reference Deed.
                                     -----------------

22.  Attachment 4.22 to the Reference Deed is a complete and correct list of all
     ---------------                                                            
     powers of attorney issued by the Company and presently in force which are
     not reflected in the 
<PAGE>
 
                                      -15-

     excerpt from the commercial register attached hereto as Attachment 4.2 to
                                                             --------------
     the Reference Deed.

23.  The Company and each Subsidiary has duly prepared and timely filed all
     tax returns. All taxes, social security contributions
     (Sozialversicherungsbeitrage) and all other public law dues of any kind
      ---------------------------
     owned by the Company or any Subsidiary have been paid upon their due date
     or, to the extent that such taxes, social security contributions and
     other public law dues have not yet been due at the respective statement
     day have been accrued for in the balance sheets being part of the
     Accounts and the Balance sheet of December 31, 1995, respectively; in
     particular, neither the Company nor any Subsidiary has made any hidden
     profit distributions. Attachment 4.23 to the Reference Deed is a complete
                           ---------------
     and correct description of the corporate income tax structure of the
     usable equity (verwendbares Eigenkapital) shown in the Annual Statement
                    -------------------------
     1995. The Company, after December 31, 1995, did not have shareholders who
     were not entitled to a set-off of corporation tax
     (Korperschaftsteueranrechnung).

24.  The Company has applied for, received and used all public grants only in
     accordance with applicable law and in compliance with all regulatory
     orders, conditions and impositions. No such grants will have to be repaid
     as a result of the consummation of the transactions reflected in this
     Agreement nor due to other circumstances already known.

25.  Attachment 4.25 to the Reference Deed is a complete and correct list of all
     ---------------                                                            
     legal disputes and regulatory proceedings to which the Company or any
     Subsidiary or employees of the Company or any Subsidiary (the latter only
     to the extent that such disputes or proceedings could result in a
     liability of the Company) are party or subject. Aside from the listed
     disputes and proceedings no disputes or proceedings are impending nor are
     there any circumstances which are likely to give rise to such disputes or
     proceedings.

26.  The business facilities of the Company have been erected in compliance
     with all applicable law and regulatory orders (especially in the area of
     construction law and trade law). Neither their operation nor the other
     present business operations of the Company nor any of its products or
     services violate applicable law or regulatory orders. The Company has at
     its disposal all regulatory permits which are required for the conduct
     and continuation of its present business operations. To the best
     knowledge of Sellers neither a revocation nor any restrictions of such
     permits is impending.

27.  The real estate used by the Company (whether or not such real estate is
     the property of the Company or third parties) as well as the other
     operational facilities are free of any pollution
<PAGE>
 
                                      -16-

     of soil, ground water, air or any other environmental pollution for whose
     curing and cleaning up the Company could be held liable. The business
     operations of the Company do not result in any pollution of soil, water,
     air or any other environmental pollution with respect to whose omission
     the Company could be held liable. The Company has always observed all
     applicable environmental and zoning laws and other provisions. The fresh
     water supply, the disposal of waste water as well as of gases and solid
     emissions and effluent is fully assured for the present business
     operations.

28.  Since December 31, 1995, the business operations of the Company have been
     and will be conducted exclusively in the ordinary course of business, in
     accordance with cautious practice and substantially in the same manner as
     before; there have been no materially adverse changes with respect to
     such business operations or the asset, financial or result situation or
     with respect to important assets or contracts of the Company. Since
     December 31, 1995 no profit distributions including preliminary and
     constructive distributions have been made nor have, except for in the
     ordinary course of business, hidden reserves been dissolved or withdrawn.

29.  To the best knowledge of Sellers all information supplied to the
     Purchaser and its advisers by the Sellers prior to the recording of this
     Agreement is complete, correct and accurate in any respect. It is not
     misleading and does not omit anything relating to the Shares, the Company
     and its business operations which would be important for the individual
     information or which the Purchaser at the time of the recording of this
     Agreement for the evaluation of such information should know. To the best
     knowledge of Sellers there are no material facts or circumstances which
     in future could have a materially adverse impact on the Company and its
     business operations with the exception of general developments of the
     economy or the market.


                                   ARTICLE 5

                               LEGAL CONSEQUENCES

1.   If one or several of the statements for which Sellers pursuant to Article
     4 of this Agreement has assumed, a representation turns out not to be
     accurate, then the Purchaser and the Company have the right to demand
     that the Sellers within an appropriate period of time but in any case not
     later than 4 weeks after receipt of such demand remedy the situation. If
     Sellers within such period of time do not remedy the situation in
     accordance with this Agreement 
<PAGE>
 
                                      -17-

     or if such remedy in accordance with this Agreement is not possible, then
     the Purchaser and the Company have the right to obtain from Sellers
     monetary damages. A claim for monetary damages for the Purchaser only
     exists to the extent that the loss exceeds in total DM 100.000,--. The
     liability of the Sellers for damages is limited by the purchase price
     including the earnout payments stipulated in clause 3 of this Agreement
     and taking into account any purchase price reduction pursuant to clause 2
     para. 4. The foregoing limit is initially reduced by an amount of DM
     4,600,000.--, which equals the sum of the securities listed in clause 12
     granted by the Sellers. The thus reduced limit shall be susequently
     increased by the amount in which the Purchaser redeems such securities.
     Any reduction of the purchase price pursuant to clause 2 para. 4 of this
     Agreement shall not be considered as a loss. Economic disadvantages due
     to the non-collection of the claims of the Company against PRODAC
     Hotelvideo-Communication Systems Ltd., Bedford, Great Britain and due to
     the worthlessness of the Company's interest in this company are also not
     considered as a loss. The legal principle expressed in Section 460, 464
     of the Civil Code (Burgerliches Gesetzbuch) does not apply. If the
                        -----------------------
     seller's liability depends upon knowledge or imported knowledge, the
     knowledge of employee of the corporation shall be attributed to them.

2.   All warranty rights of the Purchaser pursuant to this Article 5 are
     subject to a limitation period of two (2) years. This does not apply to
     legal defects of the Share sold with respect to which the statutory
     limitation period applies. The limitation period shall start to run with
     the Effective Date.

3.   Any claims because of non-fulfillment of the warranties assumed in Sect.
     4.23 expire due to the running of the limitation period (6) six months
     after the end of the field audit for the relevant period; this does not
     apply for cases of tax fraud and grossly negligent tax reduction. Mere
     adjustment of periods, i.e. to the extent that tax claims or tax
     reimbursements relating to the period before the Effective Date result in
     tax credits or tax claims after the Effective Date shall not be taken
     into account.

                                  ARTICLE 6

                LIABILITY FOR THE PATRICK SCULLY LITIGIATION

The Sellers shall be jointly and severally liable to the Purchaser for any
amount exceeding GBP 25,000.-- which has to be paid by the Company or by PRODAC
Hotelvideo-Communication
<PAGE>
 
                                      -18-

Systems Ltd., Bedford, Great Britain due to the litigation currently pending
before the High Court of Justice, Queens Bench Division in Nottingham against
Mr. Patrick Scully and Hotel Information Systems Limited with registered offices
in Dublin, Ireland, reduced by the actual reduction in the Company's taxes due
to the payment of the sum of judgment. The amount shall be payable within one
month after final judgement has been rendered. Such amount shall be reduced, if
possible, by the yearly earnout-payment pursuant to Sec. 3 of this Agreement. In
the event that - with respect to the profit situation of the Company - no
earnout-payment takes place or if the litigation is finally settled only after
all earnout payments were effected, the Sellers shall pay the amount due
directly to the Purchaser.
<PAGE>
 
                                      -19-

                                   ARTICLE 7

                          BANK GUARANTY OF THE SELLERS

To secure claims of the Purchaser under Art. 5 and Art. 2 (4) sentence 2 and
Art. 6 of this Agreement, and regardless of any right to assert under this
Agreement a claim for a higher amount, each of the Sellers shall provide to the
Purchaser a bank guaranty on first demand of a major German bank (Grobank) in
the amount of DM 500,000.-- by the IPO-Date, at the latest, however, on February
28, 1997. The bank guaranties shall have a term of at least two and a half years
from the IPO-Date. The payment of the guaranty sum shall only be subject to the
express declaration of the Purchaser that the respective Seller has not
fulfilled its obligations under the Share Purchase Agreement.



                                   ARTICLE 8

                WARRANTIES OF THE PURCHASER, LEGAL CONSEQUENCES

 1.  The Purchaser warrants to the Sellers in the form of a separate warranty
     that the following statements are correct and true as of the Closing:

    a)     MagiNet Corp. is a corporation duly organised under the laws of the
        State of California and has been validly existing since then. MagiNet
        intends to transfer its registered office to the State of Delaware in
        compliance with the laws applying there.

    b)     The Purchaser is the legal and economic owner of theCommon Shares,
        which are free from any encumbrances and other rights created in favour
        of third parties. The Purchaser is entitled to freely dispose of the
        Common Shares without the need to obtain the consent of any third party
        and such a disposal would not infringe the rights of any third party or
        general legal provisions;

    c)     The Common Shares have been paid up in full; no repayments of
        contributions have been made either in a disclosed or undisclosed form;
<PAGE>
 
                                      -20-

    d)     No bankruptcy or composition proceedings have been instituted neither
        against the Purchaser nor against MagiNet Corp., and no circumstances
        are apparent which would justify the institution of such proceedings in
        the future;

    e)     The annual accounts of the MagiNet Corp. for the business years 1993,
        1994 and 1995 have been drawn up in compliance with generally accepted
        auditing principles in the USA (GAAP) and give a fair view of the
        assets and liabilities, financial position and earnings of the MagiNet
        Corp.;

    f)     Since December 31, 1995 the business of MagiNet Corp. has been
        conducted exclusively within the scope of ordinary operations in
        accordance with prudent business practice and substantially in a
        manner consistent with previous practice. No material adverse changes
        have occurred in respect of the Company's operations, its assets and
        liabilities, financial position and earnings or in respect of
        important assets or agreements of the Company.

2.  In the event that it should be found that one or more of the above
    statements is or are incorrect, the legal consequences mentioned in Art. 4
    shall be appropriately applied.


                                   ARTICLE 9

      ASSURANCES BY THE SELLERS CONCERNING THE PURCHASE OF THE SHARES;
           RESTRICTIONS ON TRANSFER; INVESTMENT INTENT OF SELLERS;
       UNITED STATES SECURITIES LAW COMPLIANCE; ADEQUACY OF DISCLOSURE

Each of the Sellers hereby severally represents and warrants to MagiNet Corp.
and the Purchaser, as of the date of this Agreement and as of the Closing, the
following statement with respect to its acquisition of the MagiNet Corp.
Common Shares (the "Common Shares") pursuant to this Agreement as follows:

1.  EXPERIENCE. He has substantial experience in evaluating and investing in the
    -----------                                                                 
securities of private companies similar to MagiNet Corp. so that he is capable
of evaluating the merits and risks of his investment in the Common Shares and
has the capacity to protect his own interests.

2.  INVESTMENT. He will acquire the Common Shares pursuant to this Agreement for
    ----------                                                                 
investment for his own account, not as a nominee or agent, and not with the view
to, or for resale in 
<PAGE>
 
                                      -21-

connection with, any distribution thereof. He understands that the Common
Shares and the underlying Common Stock have not been and will not be
registered under the 1933 Act by reason of a specific exemption from the
registration provisions of the 1933 Act, the availability of which depends
upon, among other things, the bona fide nature of his investment intent and
the accuracy of his representations as expressed herein and in response to the
inquiries of MagiNet Corp., if any.

3.  RULE 144. He acknowledges that the Common Shares must be held indefinitely
    --------
unless subsequently registered under the 1933 Act or unless an exemption from
such registration is available, and the Company is under no obligation to
register the Common Shares. He is aware of the provisions of Rule 144
promulgated under the 1933 Act, which permit limited resale of shares purchased
in a private placement subject to the satisfaction of certain conditions,
including among other things, the existence of a public market for the shares,
the availability of certain current public information about the Company, the
resale's occurring not less than two years after he has purchased and fully paid
for the securities to be sold, the sale's being effected through a "broker's
transaction" or in transactions directly with a "market maker" and the number of
shares being sold during any three-month period not exceeding specified
limitations.

4.  LEGENDED CERTIFICATES. He understands that, in addition to any legend
    ---------------------
imposed by applicable state securities laws, the certificates representing the
Common Shares to be issued at the Closing will bear a restrictive legend (and
stop transfer orders shall be placed against the transfer thereof with the
transfer agent of MagiNet Corp.), stating substantially as follows:

    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933; AS AMENDED (THE "ACT"). THEY MAY NOT BE
    SOLD, TRANSFERRED ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
    REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL,
    SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED -UNDER
    THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
    COMMISSION,

    THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
    CONTRACTUAL RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE
    COMPANY AND THE HOLDER, A COPY OF WHICH IS AVAILABLE FROM THE SECRETARYOF
    THE COMPANY.
<PAGE>
 
                                      -22-

5.  NO PUBLIC MARKET. He understands that, although MagiNet Corp. has proposed
    ----------------                                                          
to file the Registration Statement with the Commission, no public market
currently exists for any of the securities issued by MagiNet Corp. and MagiNet
Corp. has made no assurances that the Registration Statement will be declared
effective or that a public market will ever exist for the securities of MagiNet.

6.  ACCESS TO DATA: ADEQUACY OF DISCLOSURE. He has had an opportunity to discuss
    ---------------------------------------                                     
the business of MagiNet Corp., its management, and its financial affairs with
its officers and has the opportunity to review the facilities of MagiNet Corp.
He has had the opportunities to ask questions of officers of MagiNet Corp., and
such questions were answered to his satisfaction. He understands that such
discussion, as well as any written information issued by MagiNet Corp., were
intended to describe certain aspects of the business of MagiNet and its
prospects but were not necessarily or exhaustive description. He has reviewed
the copies of the Registration Statement, including the matters discussed under
the caption "Risk Factors" therein, has relied only on the written disclosures
contained in the SEC Documents (including the Registration Statement) in making
his decision to acquire the Common Shares, and believes such disclosure is
adequate under the circumstances to permit him to make. such decision.

7.  TAX LIABILITY. He has reviewed with his own tax advisors the domestic and
    --------------                                                           
foreign tax consequences of his investment in the Common Shares. He has relied
solely on such advisors and not on any statements or representations of
MagiNet Corp. or any of its representatives or agents. He understands that he
(and not the Company, the Purchaser, or MagiNet Corp.) shall be responsible
for his own tax liability that may arise as a result of his investment in the
Common Shares.
<PAGE>
 
                                      -23-


                                   ARTICLE 10

                  MARKET STAND-OFF AGREEMENT; CONFIDENTIALITY;
                  ADDITIONAL COVENANTS OF SELLERS AND COMPANY

1.  MARKET STAND-OFF AGREEMENT. Each of the Sellers agrees that he will not
    ---------------------------                                            
sell, make any short sale of, loan, grant any option for the purchase of or
otherwise dispose of or transfer the Common Shares to any person or entity for a
period of one year from the IPO Date. Each Seller agrees that MagiNet Corp. may
instruct its transfer agent to place stop-transfer notations in its records to
enforce the provisions of this section. During the term of the aforementioned
restriction, each of the Sellers further agrees to execute and enter a market
stand-off agreement in such form as may be requested by any underwriter of any
public offering of the securities of MagiNet Corp.; provided, however, that such
any such market stand-off agreement shall not limit in any manner the Sellers'
obligations pursuant to this section.

2.  CONDUCT OF BUSINESS. During the period from the date of this Agreement and
    --------------------                                                      
continuing until the earlier of the Closing or the termination of this
Agreement in accordance with its terms, the Sellers and the Company agree that
the Company and each of the Subsidiaries shall carry on its business in the
usual, regular, and ordinary course in substantially the same manner as
heretofore conducted and, to the extent consistent with such business, use all
efforts consistent with past practice and policies to preserve intact the
present business organizations of the Company and the Subsidiaries, to keep
available the services of its present officers and key employees, and preserve
its relationships with customers, suppliers, distributors, licensors,
licensees, and others having dealings with it, to the end that the goodwill
and ongoing businesses of the Company and the Subsidiaries shall be unimpaired
at the Closing. The Sellers and/or the Company shall promptly notify MagiNet
Corp. of any event or occurrence or emergency not in the ordinary course of
business of the Company or any Subsidiary and any event which could have a
Material Adverse Effect on the Company or any Subsidiary.

3.  NO SOLICITATION. Until the earlier of the Closing or the termination of this
    ----------------                                                            
Agreement in accordance with its terms, neither the Company nor the Sellers
will, and will not permit any of the officers, directors, employees, agents,
shareholders or representatives of the Company or any Subsidiary to solicit,
encourage, initiate, enter into, continue or participate in any negotiations
or discussion with, or provide any information to any third party concerning,
the possible acquisition of the Company or its capital stock, business, or
assets, or any other transaction that would be inconsistent with the
transactions contemplated by this Agreement. The Company and/or the Sellers
will promptly notify MagiNet Corp. If it or any of the officers, directors, or
shareholders of
<PAGE>
 
                                      -24-

the Company or any Subsidiary learns of any inquiry or proposal during the
term of this covenant concerning the possible acquisition of the Company or
its stock, business, or assets. Such notice shall include the name of the
inquiring party and the terms and conditions of such inquiry or proposal.

4.  ACCESS TO INFORMATION. The Company and the Sellers shall afford MagiNet
   -----------------------                                                
Corp., the Purchaser, their accountants, counsel, and other representatives
reasonable access during normal business hours during the period prior to the
Closing to (i) all of its properties, books, contracts, commitments, and
records and (ii) all other information concerning the business, properties,
and personnel of the Company as MagiNet Corp., the Purchaser, their
accountants, counsel, and other representatives may reasonably request. The
Company and the Sellers agree to provide MagiNet Corp., the Purchaser, their
accountants, counsel and other representatives copies of internal financial
statements promptly upon request. No information or knowledge obtained in any
investigation pursuant to this provision shall affect or be deemed to modify
any representation or warranty contained herein or the conditions to the
obligations of the parties to consummate the transactions contemplated by this
Agreement.

5.  CONFIDENTIALITY. From the date hereof to and including the Closing Date, the
    ----------------                                                            
parties hereto shall maintain and cause their directors, employees, agents, and
advisors to maintain in confidence and not to disclosure or use for any purpose,
except the evaluation of the transactions contemplated hereby and the accuracy
of the respective representations and warranties of the parties hereto contained
herein, information concerning the other parties hereto and obtained directly or
indirectly from such parties, or their directors, employees, agents or advisors,
except such information as is or becomes (i) available to the non-disclosing
party from third parties not subject to an undertaking of confidentiality; (ii)
generally available to the public other than as a result of a breach by the non-
disclosing party hereunder, or (iii) required to be disclosed under applicable
law; and except such information as was in the possession of such party prior to
obtaining such information from such other party as to which the fact of prior
possession such possessing party shall have the burden of proof. In the event
that the transactions contemplated hereby shall not be consummated, all such
information which shall be in writing shall be returned to the party
furnishing the same, including to the extent reasonably practicable, copies or
reproductions thereof which may have been prepared. The Sellers and the
Company acknowledge and agree that the rules and regulations of the Commission
require that this Agreement and the employment agreements of the Sellers and
potentially other agreements be filed as exhibits to the Registration
Statement.
<PAGE>
 
                                      -25-

6.  INSIDER TRADING POLICY. Each of the Seller's acknowledges that, following
    -----------------------                                                  
the Closing, he will be subject to applicable rules on Insider Trading Policy
adopted August 8, 1996, as amended from time to time (the "Policy"), and agrees
to comply with its terms for so long as it applies to him.

7.  REGISTRATION. MagiNet Corp. shall prepare and file, and the Sellers shall
    -------------                                                            
assist in preparing and filing, a registration statement on Form S-3 under the
1933 Act ("Registration Statement") pertaining to the offer and sale of the
Common Shares to be issued to the Sellers pursuant to Article 2 of this
Agreement and that my be issued to the Sellers pursuant to Article 3 of this
Agreement. As contemplated by the Policy, the Sellers shall not sell, and the
Registration Statement shall not permit the sale of such Common Shares during
any "black-out period", as defined in the Policy. Each Seller shall provide to
MagiNet Corp. and its counsel for inclusion in the Registration Statement such
information concerning Sellers as MagiNet Corp. or its counsel may reasonably
request, and all of such information shall be in form and substance reasonably
satisfactory to MagiNet Corp. and its counsel and shall be true, complete and
correct. MagiNet Corp. and each of the Sellers shall use their reasonable
efforts to respond to any comments of the Commission and to have the
Registration Statement declared effective on or before the date that is one
year from the IPO Date. The Sellers will supply MagiNet Corp. with copies of
all correspondence between the Sellers or any of their respective
representatives, on the one hand, and the Commission on the other hand, with
respect to the Registration Statement. Whenever any event occurs that should
be set forth in an amendment or supplement to the Registration Statement,
MagiNet Corp. or the Sellers as the case may be, shall promptly inform the
other party of such occurrence and cooperate in filing with the Commission any
such amendment or supplement. MagiNet Corp. will use reasonable commercial
efforts to maintain the effectiveness of the Registration Statement until any
of the Common shares covered by the Registration Statement can otherwise be
sold pursuant to Rule 144. MagiNet Corp. shall bear all expenses incident to
preparing, filing and maintaining the effectiveness of the Registration
Statement pursuant to this Article 10 (7), provided that the Sellers shall be
responsible for expenses of their legal, accounting, financial and other
advisors and for any commissions, discounts or other selling expenses.


                                   ARTICLE 11

                         CONTRIBUTION OF EQUITY CAPITAL

The Purchaser shall within one month after the Closing take the necessary
steps to increase the share capital of the Company by DM 5,000,000.-- in
particular to contribute in full the according 
<PAGE>
 
                                      -26-

capital amount and to contribute within a further three month's period an
additional amount of DM 5,000,000.-- in the form of equity capital or
financial resources equivalent to equity capital.


                                   ARTICLE 12

                         REDEMPTION OF CREDIT SECURITY

1.  The Purchaser intends to redeem the following credit security items
    provided by the Sellers or their spouses:

    a)     Land charge of DM 1,000,000.-- relating to the property registered in
        the land register of the Local Court of Cologne, District of Lovenich
        Folio 20467, Part III, serial number 3 in favour of Philips Mietsystem
        GmbH, Steindamm 55, 20099 Hamburg, securing leasing claims;

    b)     Land charge of DM 1,000,000.-- relating to the property registered in
        the land register of the Local Court of Cologne, District of Lovenich
        Folio 20467, Part III, serial number 3 in favour of Philips Mietsystem
        GmbH, Steindamm 55, 20099 Hamburg, securing leasing claims;

    c)     Surety as principal and co-debtor of Mr. Kasbach for DM 800,000.-- in
        favour of Stadtsparkasse Koln securing a multifunctional loan facility
        in the amount of DM 2.600.000,--;

    d)     Surety as principal and co-debtor of Mr. Wirt for DM 800,000.-- in
        favour of Stadtsparkasse Koln securing a multifunctional loan facility
        in the amount of DM 2.600.000,--;
<PAGE>
 
                                      -27-

    e)     Surety as principal and co-debtor of Mr. Kasbach for DM 500,000.-- in
        favour of Deutsche Bank AG, Cologne Branch securing claims resulting
        from the entire business relation;

    f)     Surety as principal and co-debtor of Mr. Wirt for DM 500,000.-- in
        favour of Deutsche Bank AG, Cologne Branch securing claims resulting
        from the entire business relation.

2.  For this reason, the Purchaser together with the Sellers will use
    reasonable efforts to obtain a written declaration from the afore-
    mentioned secured parties that they will release the Purchaser from the
    respective security obligations granted to it by the Sellers or their
    spouses, at least in so far as that the Purchaser fulfills its capital
    contribution obligation pursuant to Article 11 of this Agreement.

3.  Should the redemption of any of the afore-mentioned security items fail
    due to lack of consent by the secured party, the Purchaser will indemnify
    the Sellers and/or their spouses inter partes in the event of any claims
    being raised under such security.

4.  In the event that the declarations pursuant to para. 2 have not been made
    at the Closing (a condition precedent), the Purchaser hereby grants to the
    Seller a pledge on the Shares to secure the indemnification claim pursuant
    to para. 3. The Sellers hereby accept this pledge subject to the condition
    precedent. The pledge shall cease to exist, when the last security is
    released by the respective secured party.


                                   ARTICLE 13

                        EMPLOYMENT AS MANAGING DIRECTORS

1.  The employment relationships of the Sellers with the Company will be
    continued from the Closing as stipulated in the employment contracts
    attached as Attachment 13.1 and 13.2 to the Reference Deed to be entered
                ---------------     ----
    into. In the event the management is transferred to another legal entity
    due to a conversion of the Company into a partnership, the Purchaser shall
    be responsible for the appointment of the Sellers as managing directors of
    this legal entity with the consequent continuation of their employment
    contracts.
<PAGE>
 
                                      -28-

2.  The Purchaser agrees that the Company may pay the Sellers jointly a bonus
    payment totalling DM 90,000.-- prior to the Closing. The distribution
    inter se is up to the Sellers.


                                   ARTICLE 14

                  DUTY OF MAGINET CORP. TO TAKE RESPONSIBILITY

MagiNet Corp. takes responsibility towards the Sellers for the performance of
the duties assumed by the Purchaser in this Agreement. Any objections and pleas
due to the Purchaser from this Agreement or from other legal relationships with
the Sellers may also be asserted by MagiNet Corp.



                                   ARTICLE 15

                            COVENANT NOT TO COMPETE

1.  Each of the Sellers undertakes that he will abstain during a period of 5
    years from the Closing from engaging in any activity in the territory of
    the European Economic Area by which he would compete directly or
    indirectly with the current operations of the Company or which would
    result directly or indirectly in such a competition. In particular, each
    of the Sellers will not found or acquire or participate in or counsel any
    company which operates in direct or indirect competition with the current
    operations of the Company. Excepted from this covenant not to compete is
    the acquisition of shares up to a maximum of 1% in listed companies and a
    possible activity as a Director or member of the Executive Committee of
    MagiNet Corp. pursuant to Art. 17 para. 4 of this Agreement.

2.  In the event that a Seller should infringe the covenant not to compete as
    agreed in paragraph 1 above and continues such infringement despite a
    warning given by the Purchaser or MagiNet Corp., the Seller shall pay a
    contractual penalty of DM 500,000 (in words: five hundred thousand
    Deutsche Mark) to the Purchaser. Should the infringing act continue, the
    Seller shall pay a further contractual penalty amount to DM 500,000.-- (in
    words: five hundred thousand Deutsche Mark) for each further month of
    infringement. The right of the Purchaser to assert any additional damage
    which may be incurred by it or by the Company and to demand cessation of
    the forbidden behaviour shall remain unaffected.
<PAGE>
 
                                      -29-

                                   ARTICLE 16

                                CONFIDENTIALITY

1.  The parties are agreed that they will treat as strictly confidential any
    knowledge which they may obtain of one another and the affiliated
    companies in connection with the negotiation and the conclusion of this
    Agreement.

2.  None of the parties will make a press statement or similar announcements
    in respect of the legal acts regulated by this Agreement without
    previously bringing about a written understanding with the other party.
    Excepted from this are any announcements or other statements by MagiNet
    Corp. in connection with the preparation of realisation of the IPO.


                                   ARTICLE 17

                        PRINCIPLE OF FUTURE COOPERATION,
                         REPAYMENT OF SHAREHOLDER LOANS

1.  Following recording of this Agreement, the Sellers in their capacity as
    Managing Directors of the Company shall make decisions outside the
    ordinary course of business or a plan agreed between the Company and
    MagiNet Corp. in the following matters only in close coordination with
    MagiNet Corp.:

    a)  Conclusion, amendment and termination of operating agreements;
    b)  Conclusion, amendment and termination of leasing agreements;
    c)  Pricing;
    d)  Personnel decisions;
    e)  Additional borrowings in excess of plans agreed upon between the 
        corporation and MagiNet Corp;
    f)  Marketing strategy;
    g)  Technology;
    h)  Any other matters of fundamental importance in which MagiNet Corp. as
        the future acquiror of the Shares has a justified interest.

2.  The Purchaser agrees that the Company will repay the shareholder loans
    made available to it and currently outstanding in the amount of DM
    130,000.-- to the Sellers within ten bank working days from the 
<PAGE>
 
                                      -30-

    Closing. The sellers shall document the repayment of the shareholder loan
    in an appropriate manner.

3.  The Purchaser further agrees that the current employee bonus plan of the
    Company shall be performed without any changes in the fiscal year 1996.

4.  The Purchaser shall be responsible to achieve that the Sellers after the
    Closing and as long as they together hold 1% of the respective share
    capital of the MagiNet Corp. and hold their offices as managing directors
    of the Company are represented together by one seat on the Board of
    Directors of MagiNet Corp.

    The seat on the Board of Directors of MagiNet Corp. should be filled by the
    Sellers, if appropriate, by regular rotation for one term of office each.

                                   ARTICLE 18

            RESCISSION OF THE CONTRACT IN THE EVENT OF BANKRUPTCY OR
                    COMPOSITION PROCEEDINGS OF MAGINET CORP.

In the event that (i) the IPO has not taken place on March 31, 1997 and (ii)
MagiNet Corp. prior to August 31, 1997 is subject to bankruptcy or composition
proceedings, the Sellers shall have the right to rescind this Agreement by means
of a written declaration to the Purchaser. The right of rescission can be
exercised by each Seller, however, only with effect for both the Sellers.


                                   ARTICLE 19

                                 MISCELLANEOUS

1.  The cost of the financial audit and the due diligence examination shall be
    borne by the Purchaser. The cost of recording by notary public shall be
    borne at one half each by the Sellers and the Purchaser. Apart from this,
    each party shall bear the costs of its own advisors.

2.  Any modifications of and amendments to this Agreement, including this
    provision, shall be made in writing, unless a notarial form must be
    observed.

3.  The Purchaser may assign its rights and obligations under this Agreement
    without the consent of the Sellers to another domestic entity directly or
    indirectly owned by MagiNet Corp. MagiNet Corp. may assign its rights and
    obligations under this contract only with the consent of the Sellers;
    provided, however, the Sellers hereby agree that MagiNet Corp. may
    transfer its rights and obligations by way of merger to a successor
    corporation organized under the laws of the State of Delaware. The Sellers
    hereby already give their consent to such assignment.

4.  Should any provision of this Agreement be wholly or partly ineffective or
    unenforceable, the effectiveness and enforceability of all the remaining
    provisions of this Agreement shall not be affected thereby. The
    ineffective or unenforceable provision shall be considered replaced by
    such effective and enforceable provision as comes as close as possible to
    the economic purpose pursued by the parties to the Agreement by the
    ineffective or unenforceable provision.
<PAGE>
 
                                      -31-

5.  Any agreements made between the parties to the Agreement prior the the
    conclusion of this Agreement have been superseded by the conclusion of this
    Agreement.

6.  This Agreement - except the Option Agreement - shall be governed by the
    laws of the Federal Republic of Germany. In case of any disputes arising
    between the parties to the Agreement out of this Agreement, the parties to
    the Agreement agree as far as permitted by statute that Cologne shall be
    the venue.

                                      II.

The Reference Deed referred to in the preamble of the above agreement was
available to the persons appearing during the recording of this Deed. The
notary advised the parties of their right to have such Reference Deed read out
again and attached to this Deed. The persons appearing confirmed that the
contents of such Reference Deed are known to them and that they waive their
rights to such reading and attachment.

The persons appearing then approved all statements made by Dr. Nicolas Baron von
Behr in connection with the execution of such Reference Deed as attorney without
power of representation ("vollmachtloser Vertreter").
                          ------------------------   

Thereafter, the persons appearing under 1. and 2., when questioned by the notary
public, stated that the assets of the Company do not include any domestic real
estate.

The notary thereupon advised the deponents that the acquisition of all shares in
a company whose assets include domestic real estate is subject to real estate
acquisition tax.


The notary advised the deponents,

- -  that the persons acting on behalf of the Purchaser before its registration
   in the Commercial Register will be personally liable;

- -  that in case of a divestiture of shares in a GmbH only that party is vis-a-
   vis the company recognized as the acquiror whose acquisition has been
   notified to the company together with the submission of evidence of the
   transfer;
<PAGE>
 
                                      -32-

- -  that the acquiror is bound by acts taken before such notification by the
   company vis-a-vis the vendor or by the vendor vis-a-vis the company with
   respect to the shareholding relationship;

- -  that the acquiror is together with the vendor liable for contributions on
   the shares which are still outstanding at the time of such notification.

The deponents asked the notary to notify the acquisition of the shares by the
Purchaser to the Company by means of submitting a certified copy of this Deed.

The above protocol including the attachments was read in the presence of the
notary to the deponents, approved by them and then signed by them and the notary
in their own hands as follows:

/s/ Authorized signatures
<PAGE>
 
                                                                      Appendix 3
                                                                      ----------

                                   Earn-out
                                   --------

I.      Goals and definitions
        ---------------------

1.      THE GOALS FOR EACH OF THE YEARS 1997, 1998 AND 1999 CONSIST OF THE 
        FOLLOWING FOUR SUB-GOALS:

        Sub-goal                                percentage share of total goal
        --------                                ------------------------------
        New hotel rooms                         20%
        Average net monthly sales per 
           hotel room                           20%
        Operations costs and manufacturing 
           costs/sales                          40%
        Installation costs per hotel room       20%

2.      NEW HOTEL ROOMS IS THE TOTAL NUMBER OF HOTEL ROOMS FOR WHICH THE 
        CORPORATION AND ITS 100% SUBSIDIARIES HAVE FULLY INSTALLED VIDEO SYSTEMS
        WHICH YIELD SALES FOR THE RELEVANT FISCAL YEAR.

3.      AVERAGE MONTHLY NET SALES PER HOTEL ROOM IS THE TOTAL SALES (within the 
        meaning of (S)(S) 275 par. 2 No. 1 German Commercial Code, excluding 
        value-added tax) during a fiscal year divided by 12 which arise from the
        presentation of video films, excluding all other interactive systems and
        services, per hotel room. "Hotel room" qualifies as all installed and
        operating hotel rooms. If a new hotel room is not installed and in
        operation for the entire year, said hotel room shall count on a pro rata
                                                                        --------
        temporis basis.
        --------
       

<PAGE>
 
                                                                               2
 
4.      Operating costs and manufacturing costs are defined by Ernst & Young 
        according to U.S. generally accepted accounting principles for the
        financial statements for the period ended September 30, 1996.

5.      Installation costs per hotel room are defined by Ernst & Young
        according to U.S. general accepted accounting principles for the annual
        financial statements for the period ended September 30, 1996.
        Installation costs within the meaning of this paragraph 5 are costs for
        the installation of systems for the presentation of film videos
        excluding costs for the installation of other interactive systems and
        service systems.

II.     General rules
        -------------

        The following tables indicate standards and percentage rates for the 
        sub-goals. If a sub-goal is achieved or not met, a claim arises in the
        amount of the relevant percentage rate of the relevant sub-goal.

        Ernst & Young's methods for the determination of Prodac costs are to be
        used as the basis for the definition of performance compared to the 
        earn-out goals. Services below the 40% level result in no earn-out for
        the given year (see example for installation costs below).

        The current sub-goals are based on PRODAC's operating results for the
        period ended June 30, 1996. The sub-goals (1) operating costs and
        manufacturing costs/sales, (2) average net monthly sales per hotel room
        and (3) installation costs per hotel room are to be changed in such a
        manner that PRODAC's operating results for the period ended September
        30, 1996, are as determined by Ernst & Young. In each case, the 100% 
        sub-goal for 1996 must be replaced by the corresponding number for the
        first nine months of 1996. The increases from year to year and the 
        drop from 100% to 40% remain the same in absolute numbers. Example: 
        Average net monthly sales per hotel room for the first nine months of 
        1996: [***].


     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted 
      portions have been filed separately with the Commission.
<PAGE>
 
                                                                               3
                       1997     1998    1999

               100%    
                80%            [***]
                60%    
                40%    

III.    Example:
        -------

        Assumptions:
        -----------

        Sub-goals achieved in 1998:

        New hotel rooms                                 
        Average net monthly sales per hotel room        
        Operations costs and manufacturing costs/sales    [***]
        Installation costs per hotel room               


     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted 
      portions have been filed separately with the Commission.
<PAGE>
 
                                                                               4
 
        Result:
        ------

        New hotel room sub-goal:        80% achieved    This totals 20% of the
                                                        total goal; thus 16%
                                                        has been achieved

        Average net sales
        per hotel room sub-goal:        40% achieved    This totals 20% of the
                                                        total goal; thus 8% has
                                                        been achieved

        Operating costs and
        manufacturing costs 
        divided by sales sub-goal:      80% achieved    This totals 40% of the
                                                        total goal; thus 32% has
                                                        been achieved

        Installation costs sub-goal
        not achieved                     0%             This totals 20% of the
                                                        total; thus 0% has
                                                        been achieved

        New hotel rooms                                                 16%

        Average monthly net sales per hotel room                         8%

        Operating costs and manufacturing costs divided by sales        32%
                                                                        ---

                                                                        56%

        Thus a claim for DM 2,800,000.00 arises for 1998. Given an assumed tax
        rate of 25%, DM 700,000.00 in cash and DM 2,100,000.00 in MagiNet
        Corporation shares must be paid.


<PAGE>
 
                                           Operating
                                          expenses and
        New       97     98      99      cost of goods   97     98      99
    Hotel rooms  Rooms  Rooms   Rooms     sold/revenue    %      %       %
        
        100%                                   100%  
         80%                                    80%  
         60%         [***]                      60%             [***]
         40%                                    40%  

       Average
     monthly net
     revenue per                           Installation  97      98      99
        room     DM     DM      DM             cost      DM      DM      DM

        100%                                   100%  
         80%                                    80%  
         60%         [***]                      60%             [***]
         40%                                    40%  

     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted 
      portions have been filed separately with the Commission.
<PAGE>
 
                OMITTED ATTACHMENTS AND ANNEXES TO EXHIBIT 2.1

The Registrant hereby agrees to furnish such attachments and annexes upon the
request of the Securities and Exchange Commission.

Annexes
- -------

     2.2.1.  Seller's right to purchase 150,000 options to buy Common Stock
             under 1992 Key Personnel Stock Option Plan.

     2.2.2.  Seller's right to purchase 150,000 options to buy Common Stock
             under 1992 Key Personnel Stock Option Plan.

Attachments
- -----------

     4.2     Articles of Association

     4.3.1   List of Subsidiaries

     4.3.2   Exceptions to wholly owned subsidiaries

     4.7     Stated capital description

     4.10    List of receivables with uncertain value

     4.13    List of office lease contracts

     4.14.1  List of Assets in present business operations

     4.14.2  List of assets not included on balance sheet

     4.14.3  List of Assets where Prodac is not legal and beneficial owner

     4.14.4  List of assets not free of all encumbrances and liens

     4.15    List of industrial property rights and intellectual property rights
             owned by Prodac

     4.16    Agreements between Sellers and Prodac or its subsidiaries

     4.17    List of 21 largest customers and 10 largest suppliers

     4.18    List of bank accounts of Prodac and its subsidiaries

     4.19    List of insurance policies of Prodac and its subsidiaries

     4.20.1  List of material agreements
<PAGE>
 
             a.   list of agreements relating to real estate

             b.   list of agreements relating to fixed assets

             c.   list of lease agreements

             d.   list of license agreements

             e.   list of credit agreements

             f.   list of agreements with domestic or foreign dealers

             g.   list of film operating and film delivery agreements

             h.   list of certain employment agreements

             i.   list of employee benefit agreements

             j.   list of collective bargaining agreements

             k.   list of cooperation agreements (restricting competition)

             l.   list of agreements outside the scope of normal business
                  operations

             m.   list of securities granted and obligations assumed by the
                  Company in favor of the subsidiaries

             n.   list of certain other agreements

     4.20.2  List of material agreements that have been terminated

     4.21.1  List of employees

     4.21.2  List of labor disputes

     4.22    List of Powers of Attorney

     4.23    List of corporate income tax structure

     4.25    List of all legal disputes and regulatory proceedings

     13.1    Employment agreement for Seller as Managing Director of Prodac

     13.2    Employment agreement for Seller as Managing Director of Prodac

<PAGE>
 
                                                                   EXHIBIT 2.2
                                           (Translated from German to English)

                                   Recorded

                   in Frankfurt am Main on November 19, 1996

                       Before me, the undersigned notary

                                Dr. Harald Jung

                 with official residence in Frankfurt am Main,


appeared today in the offices of the law firm Bruckhaus Westrick Stegemann,
Taunusanlage 11, 60329 Frankfurt am Main where the acting notary betook himself
at the request of the persons appearing.

     1.  Attorney-at-law Dr. Nicholas Baron von Behr, having his business
         address at Taunusanlage 11, 60329 Frankfurt am Main, personally known.

     2.  Attorney-at-law Dr. Konstantin Mettenheimer, having his business
         address at Taunusanlage 11, 60329 Frankfurt am Main, personally known.

The person appearing under 1. declared that he was not acting in his own name
but as attorney without power of attorney ("vollmachtloser Vertreter") for
Messrs. Heinrich R. Wirt and Reiner Kaesbach (hereinafter collectively referred
to as the "Sellers") with business address at Max-Planck Strasse 38, 50858
Cologne,

a)   on the one hand in their function as shareholders of PRODAC
     Prozessdatentechnik GmbH having its registered office in Cologne,
     registered in the Commercial Register of the Local Court of Cologne under
     register number HRB 10002 (hereinafter referred to as the "Company") and
<PAGE>
 
b)   on the other hand in their function as Managing Directors of the Company,
     authorized to represent the Company individually and being released from
     the restrictions set forth in (S) 181 German Civil Code. The acting notary
     has assured himself on the basis of a certified excerpt of the Commercial
     Register dated August 12, 1996 that the persons appearing under 1. and 2.
     are authorized to represent the Company. The notary was provided with a
     shareholders resolution adopted on November 06, 1996 in which the release
     of the persons appearing under 1. and 2. from the restrictions set forth in
     (S) 181 German Civil Code was confirmed as a matter of precaution.

The person appearing under 1. subjected the validity of his declarations to the
declaration of consent of the representatives.

The person appearing under 2. declared that he was not acting in his own name
but

a)   as attorney in fact on behalf of MagiNet GmbH i.G. with registered office
     in Cologne, established in the notarial deed of September 10, 1996 No.
     1274/96 of the notary public Dr. Gerhard Hess in Frankfurt am Main
     (hereinafter referred to as the "Purchaser"). The notary has, on the basis
     of an executed copy of the Incorporation Deed which has been taken to this
     Deed as copy and a power-of-attorney dated November 06, 1996, which was
     presented in original and is attached as certified copy, assured himself
     that the person appearing under 2. has the power to represent the Purchaser
     and is released from the restrictions set forth in (S) 181 German Civil
     Code.

b)   as attorney in fact on behalf of MagiNet Corporation with registered office
     in Sunnyvale, California 94089 USA (hereinafter referred to as "MagiNet
     Corp."). The notary has satisfied himself on the basis of a notarial
     certified and legalized Secretary's Certificate and a power of attorney
     dated November 06, 1996 which was presented in original and is attached as
     certified copy, that the persons appearing under 2. has the power to
     represent MagiNet Corp.
<PAGE>
 
                                       I.
Acting as stated, the persons appearing then requested the recording of the
following Amendment of the


                     SHARE PURCHASE AND TRANSFER AGREEMENT

of November 6, 1996, No. 43 of the document register 1996 of the civil law
notary Dr. Harald Jung with official residence in Frankfurt am Main (hereinafter
referred to as the "Share Purchase Agreement"). In the event terms are defined
in the Share Purchase Agreement, they shall have the same meaning hereafter.

The parties agree as follows:


                                      I.
                             CONDITIONS PRECEDENT

1.   The validity of the Share Purchase Agreement the parties have entered into
     is subject to the following condition precedent:

     a)   financing of the purchase of the shares in Prodac Prozessdatentechnik
          GmbH shall be secured by the Purchaser either by public or by private
          issuance of equity in the minimum amount of US $ 40,000,000.-- and

     b)   declaration of consent in the meaning of Section 184 subsec. 1 German
          Civil Code shall be given by the Board of Directors of MagiNet Corp.
          (referred to as "Board of Directors").

2.   The consent of the Board of Directors is deemed to be definitely refused if
     not granted 10 days after securing the financing.
<PAGE>
 
                                      II.
                            STOCK OPTION AGREEMENT

The parties also agree that the option agreements mentioned in Article 2.1c) of
the Share Purchase Agreement and which are included in the Reference Deed of
November 5, 1996, No. 41 of the document register 1996 of the civil law notary
Dr. Harald Jung with official residence in Frankfurt am Main, as Appendices
2.2.1 and 2.2.2 (the "Stock Option Agreements") shall be amended as follows:

The passage on page one (1) of the Stock Option Agreements "Date of Grant
September 10, 1996" shall be replaced by the following formulation:

     ..Date of Grant     The date on which the transfer of the shares in Prodac
                         Prozessdatentechnik GmbH according to the Share
                         Purchase and Transfer Agreement of November 6, 1996
                         becomes valid"

A certified copy of the Share Purchase Agreement and the relating Reference Deed
has been at the disposal of the persons appearing who waived to take the
agreement to this deed.

The above protocol including the attachments was read in the presence of the
notary to the deponents, approved by them and then signed by them and the notary
in their own hands as follows:


/s/ Authorized signatures

<PAGE>
 
                                                                   EXHIBIT 4.1

NUMBER                                                          SHARES
  C                                MAGINET 
            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN        SEE REVERSE FOR CERTAIN DEFINITIONS
    BOSTON, MA OR NEW YORK, NY              AND A STATEMENT AS TO THE RIGHTS, 
                                               PREFERENCES, PRIVILEGES AND 
                                                  RESTRICTIONS ON SHARES

THIS CERTIFIES THAT                                   CUSIP 55917Q 10 8

           [BACKGROUND SHOWING OUTLINE OF CONTINENTS OF THE WORD]

IS THE OWNER OF

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF

                             MAGINET CORPORATION

transferable on the books of the Corporation by the holder hereof in person 
or by duly authorized attorney upon surrender of this Certificate properly 
endorsed. This Certificate is not valid until countersigned by the Transfer 
Agent and Registrar.

        WITNESS this facsimile seal of the Corporation and the facsimile 
signatures of its duly authorized officers.


        DATED

/s/ James A. Barth                                 /s/ Kenneth B. Hamlet
- ---------------------------                        ----------------------------
     SECRETARY                                           PRESIDENT

                             [CORPORATE SEAL OF 
                             MAGINET CORPORATION
                               SEPT. 23, 1996
                                * DELAWARE *]

COUNTERSIGNED AND REGISTERED:
 THE FIRST NATIONAL BANK OF BOSTON
   TRANSFER AGENT AND REGISTRAR

BY      [Signature]
  ---------------------------
    AUTHORIZED SIGNATURE
<PAGE>
 
        A statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock or 
series thereof and the qualifications, limitations or restrictions of such 
preferences and/or rights as established, from time to time, by the 
Certificate of Incorporation of the Corporation and by any certificate of 
determination, the number of shares constituting each class and series, and 
the designations thereof, may be obtained by the holder hereof upon request 
and without charge at the principal office of the Corporation.

        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed and though they were written out in full
according to applicable laws or regulations:

<TABLE> 
<CAPTION> 
<S>                                                     <C> 
 TEN COM -- as tenants in common                        UNIF GIFT MIN ACT-- ____________ Custodian ___________
 TEN ENT -- as tenants by the entireties                                      (Cust)                  (Minor)
 JT TEN  -- as joint tenants with right of                                  under Uniform Gifts to Minors
            survivorship and not as tenants                                 Act ______________________________
            in common                                                                    (State)
                                                        UNIF TRF MIN ACT--  _______ Custodian (until age ____)
                                                                            (Cust)
                                                                            __________ under Uniform Transfers
                                                                             (Minor)
                                                                             to Minors Act ___________________
                                                                                                 (State)
</TABLE> 

        Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________________________ hereby sell, assign and
transfer unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

__________________________________________


________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and so hereby 
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.

Dated ________________________

                                        X _____________________________________

                                        X _____________________________________
                                          THE SIGNATURE(S) TO THIS ASSIGNMENT
                                NOTICE:   MUST CORRESPOND WITH THE NAME(S) AS
                                          WRITTEN UPON THE FACE OF THE
                                          CERTIFICATE IN EVERY PARTICULAR,
                                          WITHOUT ALTERATION OR ENLARGEMENT OR
                                          ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed

By __________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED 
BY AN ELIGIBLE GUARANTOR INSTITUTION 
(BANKS, STOCKBROKERS, SAVINGS AND LOAN 
ASSOCIATIONS AND CREDIT UNIONS WITH 
MEMBERSHIP IN AN APPROVED SIGNATURE 
GUARANTEE MEDALLION PROGRAM), PURSUANT TO 
S.E.C. RULE 17Ad-15.

<PAGE>

                                                                   EXHIBIT 10.28
 
            SECOND AMENDMENT TO NOTE AGREEMENT DATED AUGUST 15, 1995

                                SUMMARY OF TERMS

                       EFFECTIVE DATE:  NOVEMBER 21, 1996

     MagiNet Corporation, a California corporation  (the "Company"), and each of
the institutions (collectively, the "Noteholders") which is a signatory to this
Summary of Terms amend the Note Agreement dated August 15, 1995, as amended by
the First Amendment Agreement dated May 15, 1996 (the "Note Agreement"), and the
outstanding warrants, as amended, issued to the Noteholders pursuant to the Note
Agreement (the "Warrants").  The following summarizes the principal terms of
such amendment to the Note Agreement.

Amendment to Note Agreement
- ---------------------------

     .    Section 8.3 of the Note Agreement concerning Adjusted Consolidated Net
          Worth will be amended as set forth in Exhibit A.
                                                ---------

     .    Section 8.4 of the Note Agreement concerning Total Debt to Total
          Adjusted Capitalization will be amended as set forth in Exhibit A.
                                                                  --------- 

     .    Section 8.5 of the Note Agreement concerning Total Debt to Historical
          EBITDA will be amended as set forth in Exhibit A.
                                                 --------- 

     .    Section 8.6 of Note Agreement concerning Historical EBITDA will
          be amended as set forth in Exhibit A.
                                     --------- 

     .    Section 8.9 of the Note Agreement concerning Cumulative Installed
          Rooms will be amended as set forth in Exhibit A.
                                                --------- 

     .    The Company will covenant to use its best efforts to effectuate an
          initial public offering with gross proceeds to the Company of at least
          $40,000,000 prior to December 31, 1996.

     .    The Noteholders agree that the Note Agreement, and all agreements
          thereunder, may be assigned by the Company to its successor
          corporation in connection with its redomiciliation in Delaware by
          appropriate legal instruments, including amendments to the Note
          Agreement. Any such assignment shall not relieve the Company of its
          obligations under the Note Agreement and related agreements.

     .    Section 1 of the Warrants will be amended to eliminate the claw-back
          provision of the Warrants.


If and when the Company obtains new equity financing in excess of $40,000,000:
- ------------------------------------------------------------------------------

     .    Sections 8.4 and 8.9 of the Note Agreement concerning Total Debt to
          Total Adjusted Capitalization and Cumulative Installed Rooms,
          respectively, will be amended to the original covenant levels provided
          for in the Note Agreement.

     .    Section 8.1(d)(y) of the Note Agreement will be amended to read in its
          entirety as follows: "(y) a security interest granted in connection
          with a financing, the proceeds of which were used to pay for the
          purchase, construction or improvement of such After-Acquired Property
          or to reimburse the Company for the purchase price of such After-
          Acquired Property

                                       1

     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>

               
          (including a Lien incurred in connection with a sale-leaseback
          transaction or the subsequent financing of equipment purchased with
          cash); provided that such Liens shall only be permitted (pursuant to
                   --------
          this clause (d)) to the extent to which they shall attach to the
          assets acquired, constructed or improved;"     

     .    Section 8.3 of Note Agreement concerning Adjusted Consolidated Net
          Worth will be amended as set forth in Exhibit B.
                                                --------- 

     .    Section 8.5 of Note Agreement concerning Total Debt to Historical
          EBITDA will be amended as set forth in Exhibit B.
                                                 --------- 

     .    Section 8.6 of Note Agreement concerning Historical EBITDA will be
          amended as set forth in Exhibit B.
                                  --------- 

     .    Section 8.10 of the Note Agreement will be amended so that the
          Company's negative covenant to not have, at any one time, Adult Titles
          represent more than 30% of all video entertainment offered by the
          Group and its Joint Venture Vehicles shall exclude from its
          calculation all video entertainment offered by the Group and its Joint
          Venture Vehicles in Europe for a period of two years from the
          effective date of this Agreement. During the two-year period, Adult
          Titles will not represent more than 50% of all video entertainment
          offered by the Group and its Joint Venture Vehicles in Europe.

     .    Section 10.1 of the Note Agreement will be amended as follows

                (a)    "CUMULATIVE INSTALLED ROOMS" shall mean the aggregate
                       number of rooms the Company, its Subsidiaries and Joint
                       Venture Vehicles have under contract to provide an in-
                       room, on-demand or scheduled broadcast, pay-per-view
                       entertainment and information system in hotels and in
                       which rooms such a system has been installed, is fully
                       operational and is capable of generating income; provided
                                                                        --------
                       however, that "Cumulative Installed Rooms" shall not
                       -------
                       include rooms installed with systems acquired as a result
                       of a merger or consolidation with, or acquisition of, any
                       single competitor of the Company if the number of rooms
                       installed with systems so acquired in any such
                       transaction exceeds 10,000, except "Cumulative Installed
                                                   ------
                       Rooms" shall include all rooms in which systems were
                       installed, became operational or became capable of
                       generating income subsequent to the effectiveness of such
                       merger, consolidation or acquisition.
                    
                (b)    "HISTORICAL EBITDA" shall mean as of the date of
                       determination the sum of all earnings before interest,
                       taxes, depreciation and amortization of the Company on a
                       consolidated basis during the immediately preceding four
                       consecutive fiscal quarters, as set forth in the books
                       and financial records of the Company; provided, that for
                       purposes of Sections 8.5 only, to the extent any
                       Person has become a Subsidiary of the Company (a "New
                       Subsidiary") at any time during such four consecutive
                       fiscal quarters, each such New Subsidiary shall be
                       included on a pro forma basis as a member of the Group
                       for the entire four consecutive fiscal quarters for
                       purposes of determining Historical EBITDA, and historical
                       EBITDA shall exclude amortization of all intangible
                       assets and additional consideration paid in connection
                       with the acquisition of Prodac GmbH ("Prodac"); and
                       further provided, that for purposes of Section 8.6 only,
                       to the extent that Prodac has become a Subsidiary of the
                       Company prior to April 1, 1997, Prodac shall be included
                       on a pro forma basis as a member of the Group for the
                       entire four consecutive fiscal quarters for purposes of
                       determining Historical EBITDA, and Historical EBITDA
                       shall exclude amortization of all intangible assets and
                       additional consideration paid in connection with the
                       acquisition of Prodac.    

                                       2
<PAGE>
 
If the Company fails to obtain new equity financing in excess of $40,000,000
- ----------------------------------------------------------------------------
through a public offering or other means prior to March 31, 1997:
- -----------------------------------------------------------------

     .    On April 1, 1997, the Company will grant the Noteholders warrants to
          purchase up to 1,000,000 additional shares of Common Stock of the
          Company at an exercise price of $7.00 per share (the "New Warrants")
          on substantially the same terms set forth in the Warrants issued in
          connection with Note Agreement on August 15, 1995, as amended May 15,
          1996.


     This Summary of Terms is binding upon the parties to the Note Agreement and
the Warrants and will operate as an amendment thereto.  The parties hereby agree
to undertake their best efforts to enter into a Second Amendment Agreement on
the terms hereof as soon as possible, which Second Amendment Agreement will
supersede this Summary of Terms.   The foregoing is hereby accepted as of the
date first written above:

MAGINET CORPORATION


By: /s/ Authorized Signature
    -------------------------------------------
    Name:
    Title:


NEW YORK LIFE INSURANCE COMPANY
 
 
By: /s/ Authorized Signature
    -------------------------------------------
    Name:
    Title:


THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK


By: /s/ Authorized Signature
    -------------------------------------------
    Name:
    Title:

WASCIC COMPANY II


By: /s/ Authorized Signature
    -------------------------------------------
    Name:
    Title:

NAMTOR BVC LP


By: /s/ Authorized Signature
    -------------------------------------------
    Name:
    Title:

                                       3
<PAGE>
 
                                   EXHIBIT A

                             No IPO and No Prodac
                             --------------------

<TABLE>
<CAPTION>

         SECTION 8.3  ADJUSTED CONSOLIDATED NET WORTH - Default Level
 
          <S>                                              <C>

                                     [***]
          
       SECTION 8.4  TOTAL DEBT TO TOTAL ADJUSTED CAPITAL - Default Level

          
          09/30/97                                            85%
          

            SECTION 8.5  DEBT TO HISTORICAL EBITDA - Default Level

          
          03/31/97                                            Waive
          06/30/97                                            Waive
          09/30/97                                            Waive
          12/31/97                                             6.5
          

                SECTION 8.6  HISTORICAL EBITDA - Default Level

                                     [***]

          SECTION 8.9  CUMULATIVE INSTALLED ROOMS  - 2x Default Level

                                     [***]

</TABLE> 

                                       4


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
                                   EXHIBIT B

                     IPO + MagiNet and Prodac Consolidated
                     -------------------------------------


<TABLE>
<CAPTION>

         SECTION 8.3  ADJUSTED CONSOLIDATED NET WORTH - Default level
 
                       <S>                   <C>

                                     [***]

            SECTION 8.5  DEBT TO HISTORICAL EBITDA - Default Level


                       03/31/97                 Waive
                       06/30/97                 Waive
                       09/30/97                  6.5
                       12/31/97                  4.5
 

                SECTION 8.6  HISTORICAL EBITDA - Default Level

                                     [***]

</TABLE>

                                       5


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.

<PAGE>

                                                                   EXHIBIT 10.30
 
                            JOINT VENTURE AGREEMENT


                                 by and between


                           PACIFIC PAY VIDEO, LIMITED


                                      and


                                  NAG YONG LEE
<PAGE>
 
                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
1.   Formation of the JVC....................................................  1

2.   Business Purpose........................................................  2

3.   Article of Incorporation of the JVC.....................................  2

4.   Capital and Shares......................................................  2

5.   Conditions Precedent to Subscription....................................  4

6.   Preemptive Rights.......................................................  4

7.   Transfer of Shares......................................................  4

8.   Shareholders............................................................  5

9.   Board of Directors......................................................  5

10.  Officers................................................................  6

11.  Statutory Auditor.......................................................  6

12.  Financial Activity and Accounting.......................................  6

13.  Related Agreements......................................................  7

14.  Non-competition.........................................................  8

15.  Term....................................................................  8

16.  Termination.............................................................  8

17.  Consequences of Termination.............................................  9

18.  Miscellaneous........................................................... 10

     18.1   Entire Agreement................................................. 10

     18.2   Modifications.................................................... 10

     18.3   Waiver........................................................... 11

     18.4   Severability..................................................... 11

                                      -i-
<PAGE>
 
                               TABLE OF CONTENTS
                                  (CONTINUED)


                                                                        PAGE
                                                                        ----

     18.5    Governing Law..............................................  11

     18.6    Arbitration................................................  11

     18.7    Expenses...................................................  11

     18.8    Assignment.................................................  11

     18.9    Third Party Benefits.......................................  11

     18.10   No Partnership or Agency...................................  11

     18.11   Force Majeure..............................................  12

     18.12   Notices....................................................  12

     18.13   Compliance with Law........................................  12

     18.14   Counterparts...............................................  12

     18.15   Captions...................................................  13

     18.16   Confidentiality of Agreement...............................  13

     18.17   Language...................................................  13


Exhibits
- --------

Exhibit A - Articles of Incorporation

Exhibit B - Asset Purchase Agreement

                                     -ii-
<PAGE>
 
                            JOINT VENTURE AGREEMENT


     This JOINT VENTURE AGREEMENT (this "Agreement") is entered into as of March
1, 1995, by and among:

     I.  Pacific Pay Video Limited, a corporation organized and existing under
the laws of the State of California, United States of America, with its
principal place of business at 405 Tasman Drive, Sunnyvale, California 94089,
the United States of America ("PPV");

     II.  Nag Yong Lee, a Korean individual residing at 82-102, Hyundai
Apartment, Apgujung-Dong, Kangnam-Gu, Seoul, Korea ("LEE").


                                    RECITALS
                                    --------

     A.   PPV is engaged in the development, manufacture, maintenance and
distribution of software, data processing works, accounting and computing
machinery and video distribution involving on-demand pay per view entertainment
and information systems for the lodging industry (hereinafter the "Products")
and has acquired and possesses valuable technical information, and experience in
the installation and operation of such Products; and

     B.   LEE (hereinafter, the "Korean Partner") is engaged in the pre-
scheduled hotel pay movie business in the Republic of Korea ("Korea") for
numerous years and has thus developed expertise with respect to said business.

     C.   PPV and LEE (hereinafter collectively, the "Parties," and
individually, the "Party") have mutually agreed to establish a joint venture
company in Korea to market, distribute and service such Products in the premier
hotel industry in Korea in accordance with the terms and conditions of this
Agreement.


                                   AGREEMENT
                                   ---------

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties agree as follows:

     1.   Formation of the JVC.
          -------------------- 

          1.1  Promptly upon the receipt of all authorizations, approvals,
licenses and/or clearances from the Korean government or other authorities
necessary to carry out the activities contemplated by this Agreement in form and
substance satisfactory to all Parties, the Parties shall establish a joint
venture company (the "JVC") as a joint stock company (chusik-hoesa) under the
laws of Korea.
<PAGE>
 
          1.2  The name of the JVC shall be:

               (a)  In Korean: PPV Korea Chusik-Hoesa; and

               (b)  In English: Pacific Pay Video (Korea), Ltd.

          1.3  The head office of the JVC shall be located at Seoul, Korea.
Branches and other business offices may be established anywhere within or
outside Korea, as required.

          1.4  The Korean Partner shall render all possible assistance and
support to PPV in the preparation and submission of an "Application for Approval
of Foreign Investment" under the Foreign Capital Inducement Law and other
related documents, and in securing all approvals, licenses and permits from the
Korean authorities that are necessary or appropriate for the execution and
performance of this Agreement under the most favorable terms and conditions
possible. The Parties to this Agreement shall make best efforts to establish the
JVC within 30 days after execution of this Agreement.

     2.   Business Purpose. The business purpose of the JVC shall be as follows:
          ----------------

          (a)  To market, distribute, and service software, data processing
works; accounting and computing machinery and video distribution involving on-
demand pay per view entertainment and information systems for use in the lodging
industry in Korea;

          (b)  To engage in foreign trade within the scope necessary for
carrying out the foregoing activities; and

          (c)  To engage in any and all acts, things, businesses and activities
that are related, incidental or conducive, directly or indirectly, to the
achievement of the foregoing businesses.

     3.   Article of Incorporation of the JVC.
          ----------------------------------- 

          3.1  The JVC's articles of incorporation (the "Articles") and internal
regulations shall be in conformity with the terms and conditions of this
Agreement.  If any discrepancy is found between this Agreement and the Articles
and internal regulations, the Parties shall amend the Articles and internal
regulations to make them consistent with this Agreement.

          3.2  The Parties shall cause the JVC to adopt the Articles that are
substantially in the form attached hereto as Exhibit A.

     4.   Capital and Shares.
          ------------------ 

          4.1  The authorized capital of the JVC shall be TWO BILLION FIVE
HUNDRED MILLION Korean won (2,500,000,000), divided into FIVE HUNDRED THOUSAND
(500,000) shares of, common stock with a par value of FIVE THOUSAND Korean won
(5,000) per share.

                                     -2-
<PAGE>
 
          4.2  The paid-in capital of the JVC at the time of incorporation shall
be FIVE HUNDRED SIXTY MILLION Korean won (560,000,000), divided into ONE HUNDRED
TWELVE THOUSAND (112,000) shares of common stock with a par value of FIVE
THOUSAND Korean Won (5,000) per share.

          4.3  The amount of subscription prices to be contributed and the
number of shares to be subscribed for by each Party at the time of incorporation
shall be as follows:

               (a)  PPV: FOUR HUNDRED SEVENTY SIX MILLION Korean won
(476,000,000) (equivalent to SIX HUNDRED TWO THOUSAND FIVE HUNDRED THIRTY TWO
United States dollars [US$602,532]) divided into NINETY FIVE THOUSAND TWO
HUNDRED (95,200) shares at FIVE THOUSAND Korean won (5,000) per share;

               (b)  LEE: EIGHTY FOUR MILLION Korean won (84,000,000) (equivalent
to ONE HUNDRED SIX THOUSAND THREE HUNDRED TWENTY NINE United States dollars
[106,329]) divided into SIXTEEN THOUSAND EIGHT HUNDRED (16,800) shares at FIVE
THOUSAND Korean won (5,000) per share.

          4.4  Subject to the provision of Sections 4.5 and 4.6, the Parties
shall make their respective contribution to the paid-in capital of the JVC in
the following ratio:

               (a)  PPV: eighty five percent (85%);

               (b)  LEE: fifteen percent (15%);

          4.5  The Parties shall make their respective initial capital
contributions in cash in Korean won or equivalent U.S. dollars.

          4.6  Any shares issued by the JVC shall be common stock of one (1)
class, in non-bearer form evidenced by share certificates to be issued
immediately after the JVC is incorporated.

          4.7  CAPITAL CONTRIBUTION TABLE
               --------------------------
                        (WOOO)
<TABLE>
<CAPTION>
 
      DATE              PPV       LEE             FORM
- ----------------      -------   -------   ---------------------
<S>                  <C>        <C>       <C>
Initial               476,000    84,000   Cash for Common Stock
April 1, 1995         657,333   116,000   Cash for Common Stock
June 1, 1995          266,667    47,000   Cash for Common Stock
Sept. 1, 1995         283,333    50,000   Cash for Common Stock
Jan. 1, 1996          680,000   120,000   Direct loan or guarantee
                                          of third party loan
</TABLE>
                                      -3-
<PAGE>
 
     In the event either party fails to make a cash contribution to equity in
the amount and on the date specified, the other party shall have the right to
make up such shortfall, and in such event the ownership percentages of the
respective parties shall be adjusted accordingly.

          4.8  Unless otherwise provided by Korean law or this Agreement, no
additional shares of the JVC, whether common or preferred, shall be authorized
or issued except upon the prior written approval of a majority of the voting
shares of the JVC.

     5.   Conditions Precedent to Subscription. The obligations of the
          ------------------------------------
Parties to complete the subscription of shares, in the JVC under Section 4.3 are
subject to the following conditions precedent:

          (a)  All authorizations, approvals, licenses and/or clearances from
the Korean government or other authorities that are necessary to carry out the
activities contemplated by this Agreement shall have been received in form and
substance satisfactory to all Parties; and

          (b)  The Korean Partner shall deliver or cause to be delivered to PPV
a written undertaking that he and GLOBAL ENGINEERING INC. ("GLOBAL") shall
indemnify and hold harmless PPV from any damages, losses, lawsuits and claims
arising out of, or in connection with, the operation of the on-demand pay video
business prior to the establishment of the JVC.

     6.   Preemptive Rights.  The shareholders of the JVC shall have preemptive
          -----------------                                                    
rights in proportion to the number of shares held by each shareholder with
respect to any new issuance of shares of the JVC.

     7.   Transfer of Shares.
          ------------------ 

          7.1  If, at any time after the subscription of the shares of the JVC
in accordance with Section 4, either party or his successor(s) ("Transferer")
wishes to transfer its shares, then such party shall first offer such shares in
writing to the other party ("Transferee") specifying the proposed price and
other terms and conditions of sale. If the Transferee rejects or does not accept
the offer within sixty (60) days from the date of dispatch, and/or the
Transferer and the Transferee are unable to reach agreement on the price and
terms of such transfer, then the Transferer shall thereafter be free to dispose
of the shares so offered for a period of six (6) months after rejection or the
expiration of said acceptance period subject to the provision of Section 7
hereof. However, the Transferer may not dispose of such shares (i) at a lower
price than the price at which such shares were first offered to Transferee or
(ii) on terms and conditions substantively more favorable than those on which
shares were first offered to the Transferee.

          7.2  In the event the Transferee exercises its option to purchase the
shares of the Transferer pursuant to Section 7.1, the Transferer, as
appropriate, shall sell to the Transferee the shares subscribed for by the
Transferer free and clear of all liens, claims, encumbrances or any impediments
of any nature whatsoever.

                                      -4-
<PAGE>
 
          7.3  If a material disagreement concerning the operation or management
of the JVC arises between any Transferer and Transferee, which either party
deems in good faith to be an irreconcilable disagreement, and after one hundred
twenty (120) days following written notice thereof by either party is given to
the other party, the notifying party continues to believe in good faith that an
irreconcilable disagreement exists, then the notifying party or his successor(s)
shall offer to sell his shares to the other party pursuant to the procedure set
forth in Paragraphs 7.1 and 7.2 hereof.

          7.4  Notwithstanding the provisions of Section 7.1 above, the Korean
Partner or successor thereto shall not sell shares in the JVC to any third party
("Transferee") that is a competitor of either PPV or the JVC, or which
Transferee does not agree in writing to comply with and be governed by the terms
of this Agreement and to assume all obligations of the selling Korean Partner or
successors).

     8.   Shareholders.
          ------------ 

          8.1  The board of directors shall decide the time and place for
convening all meetings of the shareholders of the JVC unless the applicable law
provides otherwise.

          8.2  Unless otherwise provided by the applicable law, the presence of
shareholders representing a majority of the total number of shares issued and
outstanding shall constitute a quorum at all meetings of the shareholders, and
no meeting of shareholders shall be validly convened or constituted unless a
quorum is present at such meeting.

          8.3  Unless otherwise provided by the applicable law, resolutions of
the shareholders at any meeting of shareholders shall be adopted by the
affirmative vote of a majority of the shares represented at such meeting at
which a quorum is present.

     9.0  Board of Directors.
          ------------------ 

          9.1  The Parties shall exercise their respective voting rights in the
JVC and take such other steps as are necessary or proper to ensure:

               (a)  the board of directors of the JVC shall consist of three (3)
members;

               (b)  of such three (3) members, two (2) shall be nominated by PPV
and, so long as the Korean Partner continues to own at least ten (10) percent of
the equity of the JVC, one (1) shall be nominated by the Korean Partner; and

               (c)  if any of the Parties wishes to remove the directors it has
nominated with or without cause, the other Parties shall vote accordingly;
provided that if such removal is without cause, the Party proposing the removal
shall indemnify and hold the JVC and the other Party harmless for any and all
damages and other expenses that may arise from such action.

                                      -5-
<PAGE>
 
          9.2  Meetings of the board of directors may be convened by the
chairperson of the board of directors at the request of two (2) or more
directors.

          9.3  Unless otherwise provided by the applicable law, the presence of
two (2) directors shall constitute a quorum at all meetings of the board of
directors, and no meeting of the board of directors shall be validly convened or
constituted unless a quorum is present at such meeting.

          9.4  Unless otherwise provided by the applicable law, all actions
taken and resolutions adopted at a meeting of the board of directors shall be
taken or adopted by the affirmative vote of a majority of directors present at a
meeting at which a quorum is present.

          9.5  If the position of director of the JVC becomes vacant for any
reason, the Parties agree to cause their shares to be voted to elect, as
director, a person nominated by the Party who had nominated the director whose
office is vacant.

     10.  Officers.
          -------- 

          10.1 The board of directors shall elect from its members one (1)
representative director who shall serve as the president of the JVC.  The
director nominated by the Korean Partner shall serve as the initial
representative director of the JVC until changed by the board according to the
foregoing.  The parties to this Agreement agree that the more detailed terms and
            --------------------------------------------------------------------
conditions on the appointment of the representative director shall be provided
- ------------------------------------------------------------------------------
in a separate agreement.
- -----------------------

          10.2 The board of directors shall appoint such other officers as it
considers necessary or appropriate to operate the JVC.  The board of directors
shall also determine the level of management staffing necessary or appropriate
to conduct the day-to-day operations of the JVC.

          10.3 The president shall serve as the chairperson of the shareholders
meetings and the board of directors meetings.  If the president is unable to
attend such meetings, the directors present shall elect a chairman among
themselves.

          10.4 No director shall be deemed to have a separate, particular
interest in a matter and be disqualified from voting on such matter on the
ground that such director is a nominee of PPV or the Korean Partner, as the case
may be.

     11.  Statutory Auditor.  The JVC shall appoint one (1) statutory auditor
          -----------------                                                  
who shall be nominated by PPV at a meeting of shareholders.

     12.  Activity and Accounting.
          -----------------------

          12.1 The Parties shall exercise their best efforts to enable the JVC
to obtain the necessary working capital by arranging financing for the JVC or
providing guarantees or otherwise.

                                      -6-
<PAGE>
 
          12.2 The JVC shall prepare monthly unaudited financial statements for
delivery to the Parties of this Agreement by the tenth day of the following
month.

          12.3 The JVC, upon resolution of the shareholders and depending upon
the results of each fiscal year's settlement of accounts, shall make periodic
payment of dividends to the shareholders according to the provisions of the
applicable law and the provisions of the Articles.

          12.4 Unless otherwise prescribed hereunder, all of the payments made
by the JVC to PPV shall be made in U.S. dollars at the bank account or other
address designated by PPV in writing.

          12.5 The Korean withholding tax, if applicable, to the payments to PPV
shall be withheld by the JVC and be immediately paid to the competent Korean tax
office.  The Parties shall cause the JVC to obtain from the competent tax
authorities a certificate of payment of such withholding tax or other
appropriate evidence in such form as shall be acceptable to the tax authorities
of PPV and forward the same to PPV.

          12.6 The books and records of the JVC shall be maintained in
accordance with generally accepted international accounting principles and shall
accurately reflect the JVC's financial position. The books, records and
supporting documents of the JVC shall be available for inspection by any Party
or its designee at all reasonable times. Each Party may request an audit of such
records by a certified public accountant of its selection, other than the
statutory auditor used by the JVC for its annual audit, at the expense of such
Party.

          12.7 The Parties agree to cause the books and records of the JVC to be
audited at the end of each fiscal year during the term of this Agreement by an
independent certified public accountant.  Such accountant shall annually provide
the Parties with financial reports in both the English and Korean languages in
accordance with generally accepted international accounting principles.  Copies
of such financial reports shall be provided to each of the Parties at the JVC's
expense.  Such annual audits shall be final and binding upon the Parties as to
the revenues, costs, losses and profits of the JVC, in the absence of manifest
error or fraud.

          12.8 The fiscal year of the JVC shall commence on January 1 and end on
December 31 of each calendar year; provided, however, that the first fiscal year
of the JVC shall commence on the date of the registration of incorporation of
the JVC and shall end on December 31 of that calendar year.

          12.9 Profits of the JVC shall be calculated in conformity with the
requirements of Korean law and generally accepted international accounting
principles.

     13.  Related Agreements.
          ------------------ 

          13.1 Simultaneously with the execution of this Agreement, the Korean
Partner shall enter into the asset purchase agreement in the form attached
hereto as Exhibit B with the JVC 

                                      -7-
<PAGE>
 
information under which the JVC shall purchase from the Korean Partner certain
assets of GLOBAL that are necessary for the operation of the JVC as a on-demand
pay video business.

          13.2 Immediately after the JVC is incorporated, the JVC and PPV may
enter into other agreements that are necessary for the successful operation of
the JVC, including technical Assistance or license agreements in the form
attached hereto as Exhibit C.

     14.  Non-competition.
          --------------- 

          14.1 Throughout the term of this Agreement and two (2) years after
this Agreement is terminated for any reason, no Party shall engage in, and all
Parties shall cause their Affiliates not to engage in, any business or activity
in Korea, directly or indirectly except through the JVC, that is in competition
with any business or activity the JVC engages in at any time, regardless of
whether the Party or the Affiliate concerned engaged in said business or
activity before the JVC engaged in said business or activity. For the purpose of
this Section, GLOBAL shall be regarded as Affiliates of the Korean Partner.

          14.2 PPV acknowledges that after the execution of this Agreement but
until the issuance by the Korean tax authorities of the business registration
certificate of the JVC, GLOBAL should act as the exclusive agent of the parties
to commence business in Korea and may engage in the normal business operations
such as receiving orders, collection of credits already invoiced by GLOBAL and
sales of the inventory already at GLOBAL's possession. Immediately after the JVC
has registered itself with the local tax authorities, GLOBAL shall assign and
transfer to the JVC all orders not yet completed by GLOBAL, and the JVC and
GLOBAL shall in good faith consummate the sale of items of inventory from GLOBAL
to the JVC, the sale price of which shall not exceed the book value of such
inventory.

          14.3 If any Party or its Affiliate is engaged in any business or
activity in Korea which was not in competition with any business or activity of
the JVC at the time of commencement of said business or activity but becomes in
competition with any business or activity of the JVC, such Party shall promptly
cease to engage in such business or activity or shall cause such Affiliate to
promptly cease to engage in such business or activity, as the case may be.

     15.  Term.  This Agreement shall be effective upon its execution by all
          ----                                                              
Parties, and shall, continue in full force and effect until terminated in
accordance with the terms hereof.

     16.  Termination.
          ----------- 

          16.1 Each Party shall have the right to terminate this Agreement
immediately by giving written notice to the other Parties, if any of the
conditions specified in Section 5(a) or (b) has not been fulfilled within six
(6) months after the execution of this Agreement or if it becomes evident that
any of the conditions specified in Section 5(a) or (b) cannot be satisfied.

                                      -8-
<PAGE>
 
          16.2 Each Party shall have the right to terminate this Agreement
immediately by giving a written notice to the other Parties, if any of the other
Parties commits a material breach of any of its obligations or covenants under
this Agreement and fails to cure such breach within sixty (60) days following
the date of the receipt of written notice thereof from the non-breaching Party.

          16.3 If any Party has been adjudicated a bankrupt or has made an
assignment for the benefit of creditors, or if bankruptcy, insolvency,
reorganization, arrangement, debt adjustment, receivership, liquidation or
dissolution proceedings have been instituted by or against such Party and, if
instituted adversely, such Party consents to the same or admits in writing the
material allegations thereof or said proceedings shall remain undismissed for
sixty (60) days, any of the other Parties may terminate this Agreement.

          16.4 Each Party shall have the right to terminate this Agreement
immediately by giving  written notice to the other Parties if any of the other
Parties is prevented from performing any obligation under this Agreement because
of Force Majeure (as defined in Section 18.11) for longer than ninety (90) days.

     17.  Consequences of Termination.
          --------------------------- 

          17.1 Upon termination of this Agreement, subject to the provisions of
Section 17.2, the Parties shall have no further rights or obligations under this
Agreement, except that the rights and obligations of any of the Parties that
have accrued at the date of termination shall not be affected thereby.

          17.2 The Parties, obligations under Sections 14, 17, 18.5, 18.6 and
18.12 shall survive any termination of this Agreement and remain in full force
and effect in accordance with their terms thereafter.

          17.3 The right of each Party to terminate this Agreement is not an
exclusive remedy, and upon breach of this Agreement, each Party shall be
entitled alternatively or cumulatively to any available remedy against the other
Parties under the applicable law.

          17.4 After the termination of this Agreement for any reason:

               (a)  the JVC shall immediately change its name so that the word
"Pacific" or its Korean equivalent is no longer used as a part of its corporate
name, and neither the Korean Partner nor the JVC shall use the word "Pacific" or
any other word or words that are confusingly similar to the word "Pacific" or
any Korean equivalent thereof as its corporate name or a part thereof;

               (b)  neither the Korean Partner nor the JVC shall use the word
"Pacific" or any other word or words that are confusingly similar to the word
"Pacific" or any Korean equivalent thereof as its trademark, service mark, trade
name, business name, logo or other distinctive designation or a part thereof;

                                      -9-
<PAGE>
 
               (c)  neither the Korean Partner nor the JVC shall use any of
PPV's trademark, service mark, trade name, business name, logo or other
distinctive designation or any Korean equivalent thereof; and

               (d)  the JVC shall immediately surrender or relinquish any rights
it has with respect to or in connection with the intellectual property rights
listed in Section 17.4(c).

          17.5 If the Agreement is terminated by any Party pursuant to Section
16.2, 16.3 or 16.4, such Party shall have the right (without prejudice to any
other right it may have) to the extent permissible under Korean law:

               (a)  to require the Party who breached this Agreement or failed
to perform its obligations(s) under this Agreement to sell all of its shares to
the terminating Party or to its designee at their net worth as appraised by a
reputable appraiser agreed to by the Parties;

               (b)  to require the Party who breached this Agreement or failed
to perform its obligations(s) under this Agreement to purchase all or any
portion of the terminating Party's shares at their net worth as appraised by a
reputable appraiser agreed to by the Parties; or

               (c)  to require the other Parties to join with the terminating
Party to cause the JVC's liquidation.

          17.6 If any Party is unable to exercise the right set forth in Section
17.5(a) or 17.5(b) because the exercise of such right is prohibited or
restricted under Korean law, such Party shall have the right to exercise the
right set forth in Section 17.5(c).

          17.7 If the Agreement is terminated by any Party pursuant to Section
18.4, such Party shall have the right (without prejudice to any other right it
may have), to the extent permissible under Korean law, to require the other
Parties to join with the terminating Party to cause the JVC's liquidation.

     18.  Miscellaneous.
          ------------- 

          18.1 Entire Agreement. This Agreement together with the Exhibits
               ----------------
hereto constitutes the entire understanding and agreement among all Parties and
supersedes any and all prior or contemporaneous, oral or written,
representations, communications, understandings and agreements among the Parties
with respect to the subject matter hereof.

          18.2 Modifications. This Agreement shall not be modified, amended,
               -------------
canceled or altered in any way, and may not be modified by custom, usage of
trade or course of dealing, except by an instrument in writing signed by all
Parties. All amendments or modifications of this Agreement shall be binding upon
the Parties despite any lack of consideration so long as the same shall be in
writing and executed by the Parties.

                                     -10-
<PAGE>
 
          18.3  Waiver. Performance of any obligation required of a Party
                ------
hereunder may be waived only by a written waiver signed by the other Parties,
which waiver shall be effective only with respect to the specific obligation
described. The waiver by each Party of a breach of any provision of this
Agreement by any of the other Parties shall not operate or be construed as a
waiver of any subsequent breach of the same provision or another provision of
this Agreement.

          18.4  Severability.  If any provision hereof is found invalid or
                ------------                                              
unenforceable pursuant to any executive, legislative, judicial or other decree
or decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms, unless any Party deems the invalid or unenforceable
provisions to be essential to this Agreement, in which case each Party may
terminate this Agreement, effective immediately, upon written notice to the
other Party.

          18.5  Governing Law. This Agreement and all disputes arising out of or
                -------------
in connection with this Agreement shall be governed by, interpreted under, and
construed and enforceable in accordance with, the laws of the Republic of Korea.

          18.6  Arbitration. Any dispute, controversy or difference arising
                -----------
among the Parties out of or in relation to this Agreement or for the breach
thereof, if irreconcilable after one hundred twenty (120) days of good-faith
negotiations among the relevant Parties, shall be resolved by arbitra tion in
Seoul, Korea, and such arbitration proceedings shall be conducted in the English
language in accordance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by three (3) arbitrators. PPV shall appoint
one (1) arbitrator and the Korean Partner shall appoint one (1) arbitrator. The
two (2) arbitrators so appointed shall appoint the third arbitrator. The award
made by the arbitrators shall be final and binding upon the Parties and may be
enforced in any court of competent jurisdiction.

          18.7  Expenses. Each Party shall pay all of its own expenses relating
                --------
to the transactions contemplated by this Agreement, including without limitation
the fees and expenses of its counsel and financial advisers; provided, however,
that the attorneys' fees and other expenses incurred in connection with
obtaining the approval for PPV's foreign investment in the JVC and in connection
with the establishment of the JVC shall be assumed by the JVC, to the extent
permissible under the applicable law.

          18.8  Assignment. No Party may assign this Agreement or any of the
                ----------
rights or obligations hereunder to any third party without the prior written
consent of the other Parties.

          18.9  Third Party Benefits. This Agreement shall be binding upon, and
                --------------------
inure to the benefit of, each of the Parties and their respective successors and
permitted assigns. Nothing contained in this Agreement, express or implied,
shall be deemed to confer any right or remedy upon, or obligate any Party to,
any person or entity other than the Parties.

          18.10 No Partnership or Agency.  Nothing in this Agreement shall be
                ------------------------                                     
construed as creating a partnership, agency, employment relationship, franchise
relationship or taxable entity among the Parties, and no Party shall have the
right, power or authority to create any obligation or 

                                     -11-
<PAGE>
 
duty, express or implied, on behalf of the other Parties, it being understood
that the Parties are independent contractors vis-a-vis one another.

          18.11 Force Majeure.  The failure or delay of any Party to perform any
                -------------                                                   
obligation under this Agreement solely by reason of acts of God, acts of civil
or military authority, civil disturbance, war, strikes or other labor disputes
or disturbances, fire, transportation contingencies, shortage of facilities,
fuel, energy, labor or materials, or laws, regulations, acts or order of any
governmental agency or official thereof, other catastrophes, or any other
circumstance beyond its reasonable control ("Force Majeure") shall not be deemed
to be a breach of this Agreement so long as the Party so prevented from
complying with this Agreement shall not have contributed to such Force Majeure,
shall have used its best efforts to avoid such Force Majeure or to ameliorate
its effects, and shall continue to take all actions within its power to comply
as fully as possible with the terms of this Agreement.  In the event of any such
default or breach, performance of the obligations shall be deferred until the
Force Majeure ceases.

          18.12 Notices.  All notices, demands, requests, consents or other
                -------                                                    
communications hereunder shall be in writing and shall be deemed sufficiently
given if personally delivered, in which case such notice shall be deemed given
upon delivery, or sent by registered or certified mail, return receipt
requested, in which case such notice shall be deemed given five (5) days after
dispatch, or sent by telecopy, in which case such notice shall be deemed given
upon acknowledgment of receipt by the recipient, to the Parties at the following
addresses, or to such other address as may be designated by written notice given
by each Party to the other Parties:

          To PPV:
          ------ 

               Attn:  Chief Financial Officer
               405 Tasman Drive
               Sunnyvale, California 94043
               U.S.A.

          To LEE:
          ------ 

               Attn:  Nag Yong Lee
               82-102, Hyundai Apartment
               Apgujung-Dong, Kangnam-gu
               Seoul, Korea

          18.13 Compliance with Law. The Parties shall at all times act to
                -------------------
assure that the JVC shall comply with the laws and regulations of Korea and
other applicable authorities.

          18.14 Counterparts.  This Agreement may be executed in one (1) or more
                ------------                                                    
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                     -12-
<PAGE>
 
          18.15 Captions. The section headings and captions contained herein are
                --------
for purposes of reference and convenience only and shall not in any way affect
the meaning or interpretation of this Agreement.

          18.16 Confidentiality of Agreement. The Parties agree that they will
                ----------------------------
not disclose, disseminate or cause to be disclosed the terms and conditions of
this Agreement, except insofar as disclosure is reasonably necessary to carry
out and effectuate the terms of this Agreement, and insofar as any Party is
required by law to respond to any demand for information from any court,
governmental entity or governmental agency.

          18.17 Language. The Parties agree that the English language shall be
                --------
the language used for the interpretation of this Agreement.


     IN WITNESS WHEREOF, the Parties executed this Agreement as of the date
first above written.


                                    PACIFIC PAY VIDEO LIMITED


                                    By: /s/ James A. Barth
                                        -------------------------

                                    Name:  James A. Barth
                                           ----------------------

                                    Title: Vice President and CFO
                                           ----------------------


                                    NAG YONG LEE

                                    /s/ N.Y. Lee
                                    -----------------------------
                                    March 1, 1995

                                     -13-

<PAGE>
                                                               EXHIBIT 10.31
                                                         (Translated from German
                                                                to English)

 
                                                                         PHILIPS
                             1996 ANNUAL AGREEMENT
                                     with
                                  Prodac GmbH
                              Max-Planck-Str. 38
                              50858 Koln-Marsdorf
                             Customer No. 19/13784

<TABLE>
<CAPTION>
                                  Products of the Philips Consumer Electronics Division, Hamburg
                       (not including automobile radios, tapes and accessories, software, background music)
                                          for use in the commercial sector (hotels etc.)

<S>                           <C>
1996 sales objective:         Total CE > [***] DM
                              
Prices:                       net, as indicated in attached Price List
                              (to be examined jointly each quarter)
                              
                              all other products from Net Price List - 12 % 
                              
Annual bonus:                 on sales billed:   [***]
                                                
                              
Payment:                      [***] discount 30 days, 45 days net
                              (Items > [***] DM = [***]% discount 60 days)
                              
Service:                      1.2 % lump-sum credit as reimbursement 
                              of costs for 12 month Philips warranty. 
                              11% discount on Philips replacement parts.
                              Replacement guarantee on warranty claims
                              within 1 week after delivery.
                              
Disposal of packaging:        From the hotel, all at once, in the
                              context of regularly scheduled routes
                              at no charge (separated by type of
                              material and laid flat), or via
                              "Gruner Punkt"
                              [Green Dot - a German recycling system]
                              ---------------------------------------
                                
                              
Advertising/Promotion:        See Appendix
[handwriting]                 
Hamburg, June 18, 1996        Cologne, June 19, 1996
                              
Philips CE / Hotel TV         Prodac GmbH

Appendix to Annual Agreement
</TABLE>

     
     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.

<PAGE>
 
<TABLE>
<CAPTION>
Net Price List                                                                                     Philips HOTEL-LINE PC
 
PRODAC, Cologne                           19/13784                                   April 15, 1996
<S>                                       <C>                                      <C>                                 <C>
APRIL 1, 1996                             SPECIFICATION                            REMOTE                              DM NET
- ---------------------------------------------------------------------------------------------------------------------------------
37 CM / 34 cm                             HiBn color picture tube                                                       each
TV 14-3152 Basic                          - (available mid 1996)                   included                              [***]
           -----
TV 14-3252 Basic plus                     Videotext, clock, alarm                  included                              [***]
           ----------
TV 14-3302 Basic plus                     Videotext, clock, alarm, UKW Radio       included                              [***]
           ----------
45 CM / 41 cm                             Black-HiBn-FSQ color picture tube                                             
TV 17-3152 Basic                          - (available mid/late April 1996)        included                              [***]
           -----
TV 17-3202 Basic                          Videotext                                included                              [***]
           -----
TV 17-3252 Basic plus                     Videotext, clock, alarm                  included                              [***]
           ----------
TV 17-3302 Basic plus                     Videotext, clock, alarm, UKW Radio       included                              [***]
           ----------
TV 1340                                   System                                     -                                   [***]
TV 17-3252 System                         System, clock and alarm ready              -                                   [***]
           ------
                                           - interface installed, remote control   included                              [***]
TV 17-3402 System                         System, videotext, clock, alarm            -                                   [***]
           ------
55 CM / 51 cm                             Blackline-FSQ-color picture tube
TV 21-3152 Basic                          - (available late April 1996)            included                              [***]
           -----
TV 21-3202 Basic                          Videotext                                included                              [***]
           -----
TV 21-3252 Basic plus                     Videotext, clock, alarm                  included                              [***]
           ----------
TV 21-3302 Basic plus                     Videotext, clock, alarm, UKW radio       included                              [***]
           ----------
TV 1350                                   System                                     -                                   [***]
                                          - interface installed                      -                                   [***]
TV 21-3352 System                         System, clock and alarm ready*             -                                   [***]
           ------
                                           - interface installed, remote control   included                              [***]
TV 21-3402 System                         System, videotext, clock, alarm*           -                                   [***]
           ------
Smart-Loader(TM)                          Fast Programmer Module (22AV1013)                                              [***]
RC 8611                                   Hotel Cursor Remote Control                                                    [***]
                                          (batteries not included)                     
TVZ 9052                                  Master remote control with operating                                           [***]
                                          instructions for Hotel-TV

45 cm / 55 cm Basic plus and System with second speaker connection (DIN)
              ----------     ------

All units with full Hyperband Tuner, fast programming capability, channel,
volume lock, indicator for low battery in remote control, "Welcome Greeting."
Initial programming with Smart-Loader(TM) within 10 seconds/unit.
System with additional power supply for CE operation.

All net prices, not including VAT, before discount, free delivery (CIF) to
country of delivery

Delivery: approximately 8 weeks, or on request.

- -------------------------------------------------------------------------------------------
Philips GmbH, CE / Hotel-TV, Alexanderstr. 1, 20099 Hamburg, Tel: 040-2852-1508, Fax: -1509
</TABLE> 


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
                      PLANNING, ORDER DEADLINES, DELIVERY

For business and administrative reasons, we must closely coordinate our planning
and scheduling of component purchases, production and shipment. For customer-
specific products such as television sets with the interface integrated during
the fabrication of the units, our objective is "near on demand" production, with
only a minimum inventory maintained by Philips.
Basically, the following planning procedures must be followed to achieve this
objective:

- -         monthly projections for the following 3 months, to determine
          availability of the components,
- -         weekly orders every Thursday, for determination of the quantities
          required in Week 6 thereafter (delivery to the hotel).
          (for new models, the delivery date must be determined individually)

Philips will not maintain significant inventories of customer-specific versions.

The interface boards will be ordered by Philips Plant Purchasing in the context
of the projections received from the customer and the definitive order. Until
further notice, all projections and orders from Prodac must be routed via
Philips Hotel-TV Hamburg. This procedure is necessary on account of the planning
required, and to guarantee the smoothest possible handling of international
shipments.

Philips can only be held accountable for late deliveries if the delivery date
has been confirmed in writing by Philips Hotel-TV not later than 3 days before
the delivery deadline. Philips shall not be held liable in case of events of
force majeure and delays caused by a cutoff of credit. On the other hand,
Philips may demand reimbursement for any expenses incurred, in particular for
any transportation arrangements which have been made, if said arrangements must
be changed later than 3 days before the delivery deadline. This requirement also
applies, where appropriate, to merchandise which has been ordered and is ready
for shipment, but is not picked up on time.

June 18, 1996
HJP               /S/ Authorized signatures
<PAGE>
 
                                                                         PHILIPS

                       APPENDIX TO 1996 ANNUAL AGREEMENT


CE CONFORMITY

Philips products meet the requirements set forth in CE Specifications, have been
appropriately tested and bear the CE symbol. Any intervention into the equipment
not expressly authorized in writing by Philips voids this CE certification,
unless the intervention in question is a repair based on the instructions
contained in the corresponding Service Documentation.

The obligations on the part of Philips set forth in the Guarantee or Warranty,
as well as any product liability on the part of Philips shall become null and
void in the event of an unauthorized intervention; in such cases, the CE
certification applied for by Philips is also null and void.

Even in the event of authorized interventions, Philips' contractual partner
shall not sell the equipment without CE conformity testing and certification.

DISPOSAL OF PACKAGING

Philips complies with the packaging disposal requirements specified by the
applicable laws and regulations. In the context of an industry-wide agreement,
said disposal is carried out in cooperation with VfW, Cologne, which provides
disposal of business and industrial waste materials in the context of its
regularly scheduled routes. Notification of the disposal of items must be given
to VfW 3-4 days in advance, using the appropriate form, in which case VfW shall
make its best efforts to provide service on the date requested.

The packaging materials must be made available to the disposal company ready for
pickup, i.e. flattened, sorted by type, and collected at one location.

Philips shall not pay any special charges, nor any costs which are incurred as a
result of specified pick-up dates or additional trips.

SERVICE

Reimbursement of  warranty costs shall be paid in the form of a lump sum to
cover the conventional warranty risk. Reimbursement for the repair of frequent
or epidemic defects for which Philips is responsible shall be paid separately.
In such a case, both parties shall endeavor to reach a settlement which is
economically and administratively reasonable for both parties.

CREDIT LIMIT

Philips will extend a merchandise credit limit which is appropriate to the scope
of activity and the economic risk, although the customer has no legal
entitlement to such a credit limit. If, in the estimation of Philips, the
customer's economic situation changes between the date the order is accepted and
the specified delivery date, such that a limitation of the supplier's risk is
indicated, Philips shall not incur any liability for the consequences of any
delay in delivery. These terms also apply if there are corresponding delays in
payment for prior shipments.


Hamburg, June 18, 1996        Cologne, ___________________

Philips CE / Hotel-TV         Prodac GmbH, Cologne
<PAGE>

 
                         PHILIPS RECYCLING WITH SYSTEM
                    for CE Products (television sets etc.)


DISPOSAL OF PACKAGING MATERIAL WHICH COMES WITH THE ITEM

Philips CE complies with the packaging disposal requirements set forth in the
applicable laws and regulations. In the context of an industry-wide agreement,
said disposal is carried out in cooperation with VfW, Cologne, which provides
disposal of business and industrial waste materials in the context of its
regularly scheduled routes. Notification of the disposal of items must be given
to VfW 3-4 days in advance, using the appropriate form, in which case VfW shall
make its best efforts to provide service on the date requested.

The packaging materials must be made available to the disposal company ready for
pickup, i.e. flattened, sorted by type, and collected at one location.

Philips shall not pay any special charges, nor any costs which are incurred as a
result of specified pick-up dates or additional trips.

PROCEDURE

The enclosed form (Recycling with System) must be completed and sent by telefax
to VfW, Cologne. The form must indicate the types of units in question and the
number of units of which the packaging materials must be disposed, as well as
the amount of material in kilograms obtained by multiplying the individual
weights - for each model and for each material (paper, film, Styrofoam) - again
for each model and as a total including all models.

Please note that the form must also include the desired pick-up date
(approximately 5 working days after the form is filed), the complete address
where the material is to be picked up, the name of a contact person, and a
telephone number for additional information.

The VfW will bill Philips CE on the basis of this form.

The materials to be picked up must be prepared as follows:

- -  separated by type, into paper, film, Styrofoam
- -  flattened, with cardboard boxes laid flat
- -  Styrofoam must be in Styrofoam collection bags

The disposal company is required to pick up only materials prepared as indicated
above. All additional services may result in additional charges. These terms
also apply for unnecessary trips for which the customer is responsible,
additional trips which may be necessary to pick up small additional quantities,
and for other materials which are not part of the CE scope of supply.

Using this procedure, Philips CE shall be responsible for picking up the
packaging materials in the context of a regular pickup schedule, but it does not
guarantee that it will be able to comply with any requested or specified
deadlines. Likewise, it will, under no circumstances, pay the costs of any
disposal arranged outside this procedure.

    THIS PROCEDURE APPLIES TO PHILIPS-CE PRODUCTS SUCH AS TELEVISION SETS.

<PAGE>
 
                                      -1-

                                                                   EXHIBIT 10.32
                                             (Translated from German to English)

                     MANAGING DIRECTOR'S SERVICE AGREEMENT
                     -------------------------------------



Between
 
            PRODAC Prozessdatentechnik GmbH
            Max-Planck-Strasse 38

            50858 Koln

                         (hereinafter referred to as the "Company")

and

            Mr.
            Reiner Kaesbach
            Schumannstrasse 10

            53332 Bornheim

                         (hereinafter referred to as "Managing Director")


the following contract is concluded:



                                     (S) 1
                           DUTIES AND RESPONSIBILITY
<PAGE>
 
                                      -2-


1.   After the transfer of the Shares in the Company to MagiNet GmbH will have
     become effective, Mr. Reiner Kaesbach shall be employed as Managing
     Director of the Company on the basis of this Managing Director's Service
     Agreement. The managing director's service agreements so far in force and
     all related side agreements thereto - also to the extent that they are
     based on a shareholder's resolution - shall be terminated. This does not
     apply to the pension agreement between the company and the Managing
     Director in the version existing at the signing of this contract.

2.   The Managing Director shall represent the Company both in and out of court
     always alone. He is released from the restrictions set forth in Sec. 181
     German Civil Code.

3.   Unless otherwise provided for in this Agreement, the rights and duties of
     the Managing Director shall be subject to the Articles of Association of
     the Company, as amended from time to time, the rules of procedure as
     amended from time to time, and the laws, particularly the Limited Liability
     Companies' Act.

4.   The Company reserves the right at any time to appoint further managing
     directors and establish different rules of representation. Prior to
     December 31, 1999 the Managing Director shall only be removed and
     additional managing directors shall only be appointed, after the minimum
     targets - under exception of the category "average monthly net revenue per
     room" - of the Earnout-Plan stipulated between MagiNet GmbH, MagiNet Corp.,
     the Company, Mr. Reiner Kaesbach and the Managing Director in the Share
     Purchase Agreement dated November 05, 1996 (Attachment 3 to the Share
     Purchase Agreement) for the preceding fiscal year were not achieved. The
     right to remove the managing director for important cause in respect of the
     person (in der Person) or the behaviour (im Verhalten) of the Managing
     Director and the right to newly appoint a managing director in this
     connection remain unaffected.
<PAGE>
 
                                      -3-


                                     (S) 2
                                 REMUNERATION

1.   For his activities the Managing Director shall receive a gross annual
     salary in the amount of DM 26,000.-- (in words: twentysixthousand
     deutschmarks), to be paid in twelve equal monthly instalments in arrears at
     the end of each calendar month to a bank account designated by the Managing
     Director. The Managing Director shall receive a thirteenth monthly salary
     which shall be paid out with the November salary. The Managing Director
     shall participate in the same proportion as employees of the Company in
     general increases of the salary.

2.   The Managing Director shall obtain a yearly bonus of up to 30% of the
     yearly base salary payable under para. 1, to the extent that the targets of
     the yearly business plan agreed between MagiNet Corporation, Sunnyvale,
     California, USA and the Company were met. The bonus is payable upon
     establishment of the annual accounts for the respective fiscal year. [The
     managing director's bonus claim for 1996 shall remain unaffected.]

3.   The above remuneration covers all services rendered by the Managing
     Director, including any overtime. The Managing Director is obliged to work
     even beyond the usual business working hours if this is required by the
     commercial interests of the Company.

4.   Additionally the Company shall pay to the Managing Director the legally
     prescribed employers' contributions to the health insurance, statutory
     pension insurance and unemployment insurance, which are to be borne by law
     in equal parts by the Managing Director and the Company. Should the
     Managing Director be exempted from his obligation to join the statutory
     health insurance, the Company shall pay to him 50% of his contributions to
     a private health insurance, at a maximum 50% of the contribution to the
     statutory health insurance, if respective proof is furnished.
<PAGE>
 
                                      -4-

5.   The assignment and pledge of claims to remuneration require the prior
     written approval of the shareholders.



                                     (S) 3
                                   EXPENSES


     Upon submission of corresponding receipts, the Company will reimburse all
     reasonable and necessary expenses incurred by the Managing Director in the
     exercise of his duties for the Company. As a rule, however expenses can at
     most be allowed to the same extent in which they are tax deductible as
     operating expenses.


                                     (S) 4
                                  COMPANY CAR

1.   The Company will furnish the Managing Director with a company car which
     corresponds to the category of a BMW 7-model. The Managing Director is
     entitled to private usage of the company car. The Company shall bear all
     costs arising in connection with the use of the company car such as taxes,
     insurance, repairs, maintenance, gasoline and oil, except such gasoline
     costs which occur during the Managing Director's vacation outside the
     Federal Republic of Germany.

2.   The Managing Director herewith explicitly waives all claims to which he or
     his family could be entitled in connection with the private use of the
     company car. He shall release the Company from any and all claims of his
     family or third parties, insofar as such claims are not included in the
     Company's insurance coverage.
<PAGE>
 
                                      -5-


3.   Income tax which accrues from the monetary value of the benefit of having
     the company car for private use shall be borne by the Managing Director.

4.   The company car is to be returned including any and all accessories upon
     termination of the employment relationship. Any right of retention is
     excluded. In the event of a release pursuant to (S) 12.4, the company car
     is to be returned including any and all accessories, unless expressly
     agreed in writing or otherwise. In the event the company car is returned
     prior to the date of expiration of the employment relationship to the
     Company, the Managing Director cannot claim compensation for the lost
     financial benefit.


                                     (S) 5
                              SPECIAL ALLOWANCES

     The pension agreement dated January 1, 1983 and amended on January 2, 1990
     and October 6, 1993 shall be continued.


                                     (S) 6
                                   VACATION

     The Managing Director shall be entitled to a vacation of 30 working days
     per calendar year. The Managing Director shall coordinate his vacation with
     the other members of management in such way that it shall not affect the
     interests of the Company.


                                     (S) 7
                                  DISABILITY
<PAGE>
 
                                      -6-


1.   The Managing Director shall immediately inform the Company about any work
     incapacity and the expected duration thereof as well as the reasons of such
     incapacity. In the event of illness, the Managing Director shall submit
     upon request a medical certificate attesting to his incapacity to work and
     the expected duration thereof.

2.   In the event of illness the Company shall continue to pay the contractual
     remuneration for a period of 6 months, provided, however, that all benefits
     paid to the Managing Director by a statutory or private health insurance as
     compensation for the loss of salary shall be deducted.


                                     (S) 8
                              OUTSIDE ACTIVITIES


1.   The Managing Director shall devote all his skills and working capacity
     exclusively to the Company. Any outside activities of the Managing Director
     for compensation during the term of this Agreement require the prior
     written approval of the shareholders. Publications and speeches relating to
     the activities of the Managing Director for the Company and for MagiNet
     Corp. require the prior coordination with the shareholders.

2.   Furthermore any active, entrepreneurial participation in any other company
     or the running of his own business require the prior written approval of
     the shareholders. The foregoing shall not apply to the purchase of shares
     for investment purposes and to the participation in the Wirt & Kaesbach
     civil law partnership.


                                     (S) 9
                               CONFIDENTIALITY,
              NON-COMPETITION CLAUSE DURING THE TERM OF CONTRACT
<PAGE>
 
                                      -7-


1.   The Managing Director shall maintain strict confidentiality with respect to
     third parties and unauthorized staff members of the Company as to all
     confidential events or business matters of the Company or any affiliated
     company coming to his attention within the scope of his activities for the
     Company, irrespective of how he obtained such knowledge. This does not
     apply to such information, for which a disclosure is essential for the due
     performance of the functions delegated to the Managing Director or which
     has been approved by the shareholders in advance. This duty of
     confidentiality shall continue to be valid even after the termination of
     this Service Agreement.

2.   Furthermore, the Managing Director shall require the prior written approval
     of the shareholders for assuming any positions on supervisory boards,
     advisory boards and similar institutions of non affiliated companies or
     professional organizations.

3.   During the term of this Agreement the Managing Director undertakes not to
     carry out any activities for any other company competing in any way with
     the Company or an affiliated company. Any direct or indirect activity as
     employee, self-employed person or consultant, as well as any direct or
     indirect participation in such enterprise, is prohibited. (S) 15 of the
     Share Purchase Agreement between the Managing Director, Mr. Wirt, MagiNet
     GmbH, Koln and MagiNet Corporation is not affected.
<PAGE>
 
                                      -8-


                                    (S) 10
                   POST-CONTRACTUAL COMPETITION PROHIBITION

1.   For a period of two years after the termination of this Agreement the
     Managing Director undertakes not to become active in any way, neither
     directly or indirectly, as a self-employed person or as an employee for any
     domestic or foreign enterprise competing with the Company or with any of
     its affiliates. During the term of this post-contractual competition
     prohibition, the Managing Director shall not operate any own enterprise or
     participate in any form (manner) in an enterprise which competes with the
     Company or with any of its affiliates.

2.   The geographical restriction covers the territory of the European Economic
     Area (Europaischer Wirtschaftsraum).

3.   As compensation for the imposed restrictions the Company shall pay to the
     Managing Director for two years after the termination of the service
     relationship 50% of the remuneration last received by him.

4.   The Company shall be released from the obligation under 3. if it waives the
     compliance with the competition restrictions by giving a three months
     written notice prior to the termination of the Service Agreement.

5.   The Managing Director undertakes to pay to the Company for each instance of
     violation of the aforementioned competition restrictions a contractual
     penalty in the amount of DM 25,000.--. The assertion of further damages by
     the Company remains unaffected.

6.   Unless otherwise provided for in this Agreement, Sec. 74 et seq. of the
     German Commercial Code shall in other respects be applicable mutatis
     mutandis.
<PAGE>
 
                                      -9-


                                    (S) 11
                         RIGHTS OF USE AND INVENTIONS

1.   All work results in connection with the activities of the Managing Director
     shall inure exclusively to the Company. Insofar as work results are
     protected by copyright, the Managing Director grants the Company the
     exclusive and unrestricted right of use for all present and future kinds of
     use. Such right of use shall remain valid even after the termination of the
     service relationship. There shall be no entitlement to special remuneration
     for the granted rights for use. These are rather fully compensated by the
     contractual remuneration.

2.   Any inventions of the Managing Director and technical suggestions for
     improvement as well as methods of engineering, patents, utility models,
     design patents and the like developed by the Managing Director in
     connection with his activities for the Company inure exclusively to the
     Company. The Employee Inventions Act is not applicable. The Company shall
     have the unrestricted and exclusive right of use to the exclusion of the
     person of the Managing Director who shall not be entitled to any additional
     compensation. Insofar as this is necessary, the Managing Director shall
     transfer to the Company any respective right and claim which entitles the
     Company to register patents, utility models or design patents in its own
     name and for its own account.



                                    (S) 12
                DURATION OF CONTRACT AND NOTICE OF TERMINATION

1.   This Agreement comes into force upon transfer of the shares in the Company
     to MagiNet GmbH (condition precedent). It can be terminated by either party
     with a notice period of 6 months to the end of a calender year, for the
     first time as per December 31, 1999. Prior to December 31, 1999, the
     Company has the right to terminate this contract with a notice period of
     three months to the end of a month after the minimum targets - under
<PAGE>
 
                                     -10-

     exception of the category "average monthly net revenue per room" - of the
     Earnout-Plan stipulated between MagiNet GmbH, MagiNet Corp., the Company,
     Mr. Reiner Kaesbach and the Managing Director in the Share Purchase
     Agreement dated November 05, 1996 (Attachment 3 to the Share Purchase
     Agreement) for the preceding fiscal year were not achieved.

2.   The right to dismissal without notice for good cause remains unaffected.

3.   Any termination must be in writing to be effective.

4.   At any time the Company shall be entitled to release the Managing Director
     from his duties of service whilst continuing to pay his contractual salary
     and to grant the stock option right pursuant to the Agreement of September
     9, 1996. Such period of release shall be offset from the Managing
     Director's remaining vacation entitlement.

5.   The service relationship shall cease without the requirement of a notice of
     termination as of the end of the month in which the Managing Director
     attains the age of 65.



                                    (S) 13
                              RETURN OF PROPERTY

     Upon leaving the Company or after his release from his duties of service
     pursuant to (S) 12.4 the Managing Director shall immediately return to the
     Company any and all documents, correspondence, records, drafts and the like
     referring to Company's affairs, including any copies thereof, which are
     still in his possession. The obligation to return company property extends
     also to the company car provided to the Managing Director pursuant to (S) 4
     including any accessories thereof. The Managing Director is not entitled to
     exercise a right of retention concerning the afore-mentioned documents and
     objects.



                                    (S) 14
                                 MISCELLANEOUS


1.   This contract contains all of the agreements between the parties with
     regard to the Managing Director service relationship. The parties hereto
     have not made any side agreements apart from the pension agreement and the
     bonus arrangements up to the fiscal year 1996.
<PAGE>
 
                                     -11-

2.   Amendments and supplements of this Agreement must be in writing to be
     effective. This also applies for an amendment of this provision.

3.   As far as in this Agreement written form has been agreed upon, this form is
     also observed by the sending of a telegram, telex or telecopy if the author
     of a document is indicated.

4.   Should any provision of this Agreement be or become invalid, the validity
     of the remaining provisions of this Agreement shall not be affected
     thereby. Such invalid provision shall be replaced by such provision which
     comes closest to the economic intention of the parties.

5.   This Agreement is governed by the laws of the Federal Republic of Germany.

6.   The Managing Director confirms to have received today an executed copy of
     this Agreement signed by the Company.


Frankfurt am Main, November 05, 1996


PRODAC Prozessdatentechnik GmbH
durch:


/s/ Reiner Kaesbach                     /s/ Reiner Kaesbach
___________________________________     ___________________________________
Reiner Kaesbach                         Reiner Kaesbach
<PAGE>
 
                                     -12-



/s/Heinrich R. Wirt
__________________________________
Heinrich R. Wirt

<PAGE>
                                                                   EXHIBIT 10.33
                                             (Translated from German to English)

                                      -1-


                    MANAGING DIRECTOR'S SERVICE AGREEMENT
                    -------------------------------------


Between
 
            PRODAC Prozessdatentechnik GmbH
            Max-Planck-Strabe 38

            50858 Koln

                    (hereinafter referred to as the "Company")

and

            Mr.
            Heinrich R. Wirt
            Schumannstrabe 10

            53332 Bornheim

                    (hereinafter referred to as "Managing Director")


the following contract is concluded:



                                     (S) 1
                           DUTIES AND RESPONSIBILITY
<PAGE>
 
                                      -2-

1.   After the transfer of the Shares in the Company to MagiNet GmbH will have
     become effective, Mr. Heinrich R. Wirt shall be employed as Managing
     Director of the Company on the basis of this Managing Director's Service
     Agreement. The managing director's service agreements so far in force and
     all related side agreements thereto - also to the extent that they are
     based on a shareholder's resolution - shall be terminated. This does not
     apply to the pension agreement between the company and the Managing
     Director in the version existing at the signing of this contract.

2.   The Managing Director shall represent the Company both in and out of court
     always alone. He is released from the restrictions set forth in Sec. 181
     German Civil Code.

3.   Unless otherwise provided for in this Agreement, the rights and duties of
     the Managing Director shall be subject to the Articles of Association of
     the Company, as amended from time to time, the rules of procedure as
     amended from time to time, and the laws, particularly the Limited Liability
     Companies' Act.

4.   The Company reserves the right at any time to appoint further managing
     directors and establish different rules of representation. Prior to
     December 31, 1999 the Managing Director shall only be removed and
     additional managing directors shall only be appointed, after the minimum
     targets - under exception of the category "average monthly net revenue per
     room" - of the Earnout-Plan stipulated between MagiNet GmbH, MagiNet Corp.,
     the Company, Mr. Heinrich R. Wirt and the Managing Director in the Share
     Purchase Agreement dated November 05, 1996 (Attachment 3 to the Share
     Purchase Agreement) for the preceding fiscal year were not achieved. The
     right to remove the managing director for important cause in respect of the
     person (in der Person) or the behaviour (im Verhalten) of the Managing
     Director and the right to newly appoint a managing director in this
     connection remain unaffected.
<PAGE>
 
                                      -3-

                                     (S) 2
                                  REMUNERATION

1.   For his activities the Managing Director shall receive a gross annual
     salary in the amount of DM 26,000.-- (in words: twentysixthousand
     deutschmarks), to be paid in twelve equal monthly installments in arrears
     at the end of each calendar month to a bank account designated by the
     Managing Director. The Managing Director shall receive a thirteenth
     monthly salary which shall be paid out with the November salary. The
     Managing Director shall participate in the same proportion as employess
     of the Company in general increases of the salary.

2.   The Managing Director shall obtain a yearly bonus of up to 30% of the
     yearly base salary payable under para. 1, to the extent that the targets of
     the yearly business plan agreed between MagiNet Corporation, Sunnyvale,
     California, USA and the Company were met. The bonus is payable upon
     establishment of the annual accounts for the respective fiscal year.
     [The managing director's bonus claim for 1996 shall remain unaffected.]

3.   The above remuneration covers all services rendered by the Managing
     Director, including any overtime. The Managing Director is obliged to work
     even beyond the usual business working hours if this is required by the
     commercial interests of the Company.

4.   Additionally the Company shall pay to the Managing Director the legally
     prescribed employers' contributions to the health insurance, statutory
     pension insurance and unemployment insurance, which are to be borne by law
     in equal parts by the Managing Director and the Company. Should the
     Managing Director be exempted from his obligation to join the statutory
     health insurance, the Company shall pay to him 50% of his contributions to
     a private health insurance, at a maximum 50% of the contribution to the
     statutory health insurance, if respective proof is furnished.
<PAGE>
 
                                      -4-

5.   The assignment and pledge of claims to remuneration require the prior
     written approval of the shareholders.


                                     (S) 3
                                    EXPENSES

     Upon submission of corresponding receipts, the Company will reimburse all
     reasonable and necessary expenses incurred by the Managing Director in the
     exercise of his duties for the Company. As a rule, expenses can be allowed
     to the same extent in which they are tax deductible as operating expenses.


                                     (S) 4
                                  COMPANY CAR

1.   The Company will furnish the Managing Director with a company car which
     corresponds to the category of a BMW 7-model. The Managing Director is
     entitled to private usage of the company car. The Company shall bear all
     costs arising in connection with the use of the company car such as taxes,
     insurance, repairs, maintenance, gasoline and oil, except such gasoline
     costs which occur during the Managing Director's vacation outside the
     Federal Republic of Germany.

2.   The Managing Director herewith explicitely waives all claims to which he or
     his family could be entitled in connection with the private use of the
     company car. He shall release the Company from any and all claims of his
     family or third parties, insofar as such claims are not included in the
     Company's insurance coverage.
<PAGE>
 
                                      -5-

3.   Income tax which accrues from the monetary value of the benefit of having
     the company car for private use shall be borne by the Managing Director.

4.   The company car is to be returned including any and all accessories upon
     termination of the employment relationship. Any right of retention is
     excluded. In the event of a release pursuant to (S) 12.4, the company car
     is to be returned including any and all accessories, unless expressly
     agreed in writing or otherwise. In the event the company car is returned
     prior to the date of expiration of the employment relationship to the
     Company, the Managing Director cannot claim compensation for the lost
     financial benefit.


                                     (S) 5
                               SPECIAL ALLOWANCES

     The pension agreement dated January 1, 1983 and amended on January 2, 1990
     and October 6, 1993 shall be continued.


                                     (S) 6
                                    VACATION

     The Managing Director shall be entitled to a vacation of 30 working days
     per calendar year. The Managing Director shall coordinate his vacation with
     the other members of management in such way that it shall not affect the
     interests of the Company.


                                     (S) 7
                                   DISABILITY
<PAGE>
 
                                      -6-

1.   The Managing Director shall immediately inform the Company about any work
     incapacity and the expected duration thereof as well as the reasons of such
     incapacity. In the event of illness, the Managing Director shall submit
     upon request a medical certificate attesting to his incapacity to work and
     the expected duration thereof.

2.   In the event of illness the Company shall continue to pay the contractual
     remuneration for a period of 6 months, provided, however, that all benefits
     paid to the Managing Director by a statutory or private health insurance as
     compensation for the loss of salary shall be deducted.


                                     (S) 8
                               OUTSIDE ACTIVITIES

1.   The Managing Director shall devote all his skills and working capacity
     exclusively to the Company. Any outside activities of the Managing Director
     for compensation during the term of this Agreement require the prior
     written approval of the shareholders. Publications and speeches relating to
     the activities of the Managing Director for the Company and for MagiNet
     Corp. require the prior coordination with the shareholders.

2.   Furthermore any active, entrepreneurial participation in any other company
     or the running of his own business require the prior written approval of
     the shareholders. The foregoing shall not apply to the purchase of shares
     for investment purposes and to the participation in the Wirt & Kasbach
     civil law partnership.


                                     (S) 9
                                CONFIDENTIALITY,
               NON-COMPETITION CLAUSE DURING THE TERM OF CONTRACT
<PAGE>
 
                                      -7-

1.   The Managing Director shall maintain strict confidentiality with respect to
     third parties and unauthorized staff members of the Company as to all
     confidential events or business matters of the Company or any affiliated
     company coming to his attention within the scope of his activities for the
     Company, irrespective of how he obtained such knowledge. This does not
     apply to such information, for which a disclosure is essential for the due
     performance of the functions delegated to the Managing Director or which
     has been approved by the shareholders in advance. This duty of
     confidentiality shall continue to be valid even after the termination of
     this Service Agreement.

2.   Furthermore, the Managing Director shall require the prior written approval
     of the shareholders for assuming any positions on supervisory boards,
     advisory boards and similar institutions of non affiliated companies or
     professional organizations.

3.   During the term of this Agreement the Managing Director undertakes not to
     carry out any activities for any other company competing in any way with
     the Company or an affiliated company. Any direct or indirect activity as
     employee, self-employed person or consultant, as well as any direct or
     indirect participation in such enterprise, is prohibited. (S) 10 of the
     Share Purchase Agreement between the Managing Director, Mr. Wirt, MagiNet
     GmbH, Koln and MagiNet Corporation is not affected.
<PAGE>
 
                                      -8-

                                     (S) 10
                    POST-CONTRACTUAL COMPETITION PROHIBITION

1.   For a period of two years after the termination of this Agreement the
     Managing Director undertakes not to become active in any way, neither
     directly or indirectly, as a self-employed person or as an employee for any
     domestic or foreign enterprise competing with the Company or with any of
     its affiliates. During the term of this post-contractual competition
     prohibition, the Managing Director shall not operate any own enterprise or
     participate in an enterprise which competes with the Company or with any of
     its affiliates.

2.   The geographical restriction covers the territory of the European Economic
     Area (Europaischer Wirtschaftsraum).

3.   As compensation for the imposed restrictions the Company shall pay to the
     Managing Director for two years after the termination of the service
     relationship 50% of the remuneration last received by him.

4.   The Company shall be released from the obligation under 3. if it waives the
     compliance with the competition restrictions by giving a three months
     written notice prior to the termination of the Service Agreement.

5.   The Managing Director undertakes to pay to the Company for each instance of
     violation of the aforementioned competition restrictions a contractual
     penalty in the amount of DM 25,000.--. The assertion of further damages by
     the Company remains unaffected.

6.   Unless otherwise provided for in this Agreement, Sec. 74 et seq. of the
     German Commercial Code shall in other respects be applicable mutatis
     mutandis.
<PAGE>
 
                                      -9-

                                     (S) 11
                          RIGHTS OF USE AND INVENTIONS

1.   All work results in connection with the activities of the Managing Director
     shall inure exclusively to the Company. Insofar as work results are
     protected by copyright, the Managing Director grants the Company the
     exclusive and unrestricted right of use for all present and future kinds of
     use. Such right of use shall remain valid even after the termination of the
     service relationship. There shall be no entitlement to special remuneration
     for the granted rights for use. These are rather fully compensated by the
     contractual remuneration.

2.   Any inventions of the Managing Director and technical suggestions for
     improvement as well as methods of engineering, patents, utility models,
     design patents and the like developed by the Managing Director in
     connection with his activities for the Company inure exclusively to the
     Company. The Employee Inventions Act is not applicable. The Company shall
     have the unrestricted and exclusive right of use to the exclusion of the
     person of the Managing Director who shall not be entitled to any additional
     compensation. Insofar as this is necessary, the Managing Director shall
     transfer to the Company any respective right and claim which entitles the
     Company to register patents, utility models or design patents in its own
     name and for its own account.


                                     (S) 12
                 DURATION OF CONTRACT AND NOTICE OF TERMINATION

1.   This Agreement comes into force upon transfer of the shares in the Company
     to MagiNet GmbH (condition precedent). It can be terminated by either party
     with a notice period of 6 months to the end of a calender year, for the
     first time as per December 31, 1999. Prior to December 31, 1999, the
     Company has the right to terminate this contract with a notice period of
     three months to the end of a month after the minimum targets - under
<PAGE>
 
                                      -10-

     exception of the category "average monthly net revenue per room" - of the
     Earnout-Plan stipulated between MagiNet GmbH, MagiNet Corp., the Company,
     Mr. Reiner Kasbach and the Managing Director in the Share Purchase
     Agreement dated November 05, 1996 (Attachment 3 to the Share Purchase
     Agreement) for the preceding fiscal year were not achieved.

2.   The right to dismissal without notice for good cause remains unaffected.

3.   Any termination must be in writing to be effective.

4.   At any time the Company shall be entitled to release the Managing Director
     from his duties of service whilst continuing to pay his contractual salary
     and to grant the stock option right pursuant to the Agreement of September
     9, 1996. Such period of release shall be offset from the Managing
     Director's remaining vacation entitlement.

5.   The service relationship shall cease without the requirement of a notice of
     termination as of the end of the month in which the Managing Director
     attains the age of 65.


                                     (S) 13
                               RETURN OF PROPERTY

     Upon leaving the Company or after his release from his duties of service
     pursuant to (S) 12.4 the Managing Director shall immediately return to the
     Company any and all documents, correspondence, records, drafts and the like
     referring to Company's affairs, including any copies thereof, which are
     still in his possession. The obligation to return company property extends
     also to the company car provided to the Managing Director pursuant to (S) 4
     including any accessories thereof. The Managing Director is not entitled to
     exercise a right of retention concerning the afore-mentioned documents and
     objects.

                                     (S) 14
                                 MISCELLANEOUS


1.   There are no written or oral agreements with regard to the Managing
     Director service relationship. The parties hereto have not made any side
     agreements apart from the pension agreement and the bonus arrangements up
     to the fiscal year 1996.
<PAGE>
 
                                      -11-

2.   Amendments and supplements of this Agreement must be in writing to be
     effective. This also applies for an amendment of this provision.

3.   As far as in this Agreement written form has been agreed upon, this form is
     also observed by the sending of a telegram, telex or telecopy if the author
     of a document is indicated.

4.   Should any provision of this Agreement be or become invalid, the validity
     of the remaining provisions of this Agreement shall not be affected
     thereby. Such invalid provision shall be replaced by such provision which
     comes closest to the economic intention of the parties.

5.   This Agreement is governed by the laws of the Federal Republic of Germany.

6.   The Managing Director confirms to have received today an executed copy of
     this Agreement signed by the Company.


Frankfurt am Main, November 05, 1996


PRODAC Prozessdatentechnik GmbH
durch:


/s/ Heinrich R. Wirt                         /s/ Heinrich R. Wirt
___________________________________          ___________________________________
Heinrich R. Wirt                             Heinrich R. Wirt
<PAGE>
 
                                      -12-

/s/ Reiner Kasbach
__________________________________
Reiner Kasbach

<PAGE>
 
                                                                 EXHIBIT 10.34
                                           (Translated from German to English)
 
                              LEASE CONTRACT

              The following lease contract is hereby concluded

                               by and between

                             Kasbach + Wirt GbR
                             Max-Planck-Str. 38
                                50858 Cologne

                                -   Lessor -

                                     and

                                 PRODAC GmbH
                             Max-Planck-Str. 38
                                50858 Cologne

                                -   Lessee -

This lease contract shall replace the lease contract dated March 27, 1992, the
lease contract dated October 1, 1992, and the lease contract between Kasbach +
Wirt GbR and Protronic GmbH dated March 27, 1992.

                    (S) 1 SUBJECT MATTER OF THE CONTRACT

1.  Leased pursuant hereto shall be the following rooms on the ground floor,
    2nd floor, 3rd floor, 4th floor and 5th floor of the office building
    located at Max Planck Str. 38, 50858 Cologne (Marsdorf); usable floor
    space of 2,176 m/2/ and 1,634 m/2/ in workshop and hall space exclusively
    for commercial use.

2.   Wall surfaces on or in the building outside of the leased rooms shall not
     be included in the lease. The attachment and design of advertising
     facilities by the Lessee shall require separate written approval by the
     Lessor.

3.   Any deviation from the type of use stipulated above shall require the prior
     written consent of the Lessor.

                              (S) 2 LEASE TERM

1.   The lease relationship shall begin on January 1, 1994.

     The lease relationship is entered into for a term of 15 years.

     Following that period, the lease relationship shall be extended for
     consecutive 1 year terms, unless it is terminated in advance upon notice
     of 6 months.

2.   The right to receive rent shall lapse on December 31, 2008.
<PAGE>
 
Page 2 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

             (S) 3 RENT, ANCILLARY CHARGES AND SECURITY DEPOSIT
<TABLE>
<CAPTION>
 
<S>                             <C>                  <C>
1. The monthly rent shall be
 
   1,928 m/2/ office space        DM 23.00 per m/2 /= DM 44,344.00
   248 m/2/   office space        DM 26.00 per m/2/ = DM  6,448.00
   1,168 m/2/ workshop space      DM 17.00 per m/2/ = DM 19,856.00
   466 m/2/   hall space          DM 11.00 per m/2/ = DM  5,126.00
                                                      ------------
                                Subtotal:             DM 75,774.00
   50 parking spaces              DM 65.00 per m/2/=  DM  3,250.00
                                                      ------------
                                Total:                DM 79,024.00
                                                      ============
</TABLE> 
   The statutory value-added tax (currently 15%) and the heating and ancillary
   cost advance shall be added thereto.

   Rent adjustment shall be made in the amount of the Federal Office of
   Statistics' officially established price index for the maintenance of a 4-
   person middle income working household compared to the level at the time of
   the last rent adjustment, based in each instance on the status 12 months
   earlier.

   In the event that the Federal Office of Statistics discontinues this index
   in whole or in part, said index shall be replaced by the corresponding
   successor or an index which will guarantee rent value as intended by the
   parties to the same extent as the index which had governed previously.

2. The Lessee may offset the rent claim against counterclaims or assert a
   right to reduce or retain rent only if the counterclaim or the right to
   reduce or retain rent has been acknowledged or established by final
   judicial determination. An offset or the assertion of a right to reduce or
   retain rent shall be announced to the Lessor in writing upon one month's
   notice.

3. All payments by the Lessee shall be charged to outstanding rents in the
   following sequence:

   -outstanding ancillary charges,
   -current rent,
   -current ancillary costs,
   -interest,
   -costs, particularly legal prosecution costs.

4. The ancillary costs for the property shall correspond to the 2nd
   Calculation Regulations and shall be paid separately in addition to rent in
   accordance with the administrative invoice which shall be prepared
   annually.
<PAGE>
 
Page 3 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

   Among other things, said ancillary costs shall relate to a pro rata share
   of the following:

   -custodian, if any
   -multiple protection building insurance
   -glass breakage insurance with DM 1,000.00 deductible
   -liability insurance
   -municipal fees and charges, including local property tax
   -water
   -waste water disposal
   -garbage pick-up
   -chimney and street cleaning
   -operation, maintenance and service of elevators and other facilities used by
    the Lessee
   -community antenna facility
   -building cleaning

   In addition, the Lessee shall bear a pro rata portion of the costs of
   building management. Pursuant to the heating cost regulations, ancillary
   costs shall also include the cost for the operation and service of the
   heating equipment, as well as the annual heating costs allocation and
   invoicing by a specialized firm.

   The ancillary costs shall be allocated to the Lessee according to the size
   of its heatable leased space in relation to overall leased space. The
   allocation shall be carried out by means of a heating quantity meter.

5. The billing for ancillary costs shall be made at the end of each calendar
   year.

   In the event that the heating costs invoice is issued separately through a
   specialized firm, the time of billing may change.

   THE LESSEE SHALL MAKE A MONTHLY ANCILLARY AND HEATING COST PREPAYMENT OF DM
   3.50 PER M/2/ OF LEASED SPACE, PLUS VALUE-ADDED TAX at the statutory rate,
   TOGETHER WITH ITS RENT PAYMENT. This sum may be raised or lowered by the
   Lessor in a reasonable manner at any time depending on the amount of actual
   costs.

6. Rent, along with the aforementioned ancillary and heating costs
   prepayments, shall be transferred to the account of the Lessor on a monthly
   basis in advance, but no later than the 5th working day of each month.

     ACCOUNT NO. 4362463 AT STADTSPARKASSE KOLNBANK WIRE NO. 370 501 98

   All increased charges which arise in connection with the aforementioned
   ancillary costs after the conclusion of the contract may be allocated by
   the Lessor on a pro rata basis. Fire insurance premium surcharges to the
   basic premium shall be borne by the lessee for whose company they were
   required.
<PAGE>
 
Page 4 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

           (S) 4 STRUCTURAL CHANGES AND MAINTENANCE BY THE LESSOR

   The Lessor shall be entitled to make improvements or structural changes in
   the leased rooms aimed solely at maintaining the building or averting
   impending dangers. The Lessee shall keep the relevant rooms accessible. He
   shall not be entitled to impede or delay the work in this connection. The
   Lessee may only demand a rent reduction if the work in question completely
   precludes or substantially impairs the use of the relevant rooms.

   Additional use and consumption costs associated herewith shall be allocated
   to the Lessee pursuant to (S) 3 sec. 5. In the case of larger renovation
   measures, the Lessor shall obtain the consent of the Lessee.

                       (S) 5 MAINTENANCE BY THE LESSEE

1. The repainting of the interior walls and doors, the replacement of the
   wallpaper and the cleaning and--if necessary-- replacement of the carpet,
   etc. (cosmetic repairs), which become necessary at regular intervals, shall
   be up to the Lessee. Damage to or in the building, as well as in the leased
   rooms, shall be reported to the Lessor or its agent immediately.

2. The Lessee shall be liable for damages culpably caused by its violation of
                                          --------                           
   the duty of care, specifically in the event that the service and the outlet
   pipes, toilets, heating equipment, etc., are handled in an unprofessional
   manner or the rooms are not sufficiently ventilated, heated or adequately
   protected against frost. The Lessee shall remedy pipe clogs up to the main
   pipe at its own expense.

3. In the same way, the Lessee shall be liable for damages which are
   [handwritten interlinear insertion: illegible] caused by its relatives,
   workers, white-collar employees, sublessees, visitors, suppliers, carriers,
   artisans, etc.

4. The Lessee shall keep the equipment for electricity, sanitation facilities,
   locks, intercom equipment and hot water devices in a serviceable condition.
   In any case, damages to the aforementioned objects caused by the Lessee or
   employees of the Lessee within the meaning of (S) 5 par. 3 shall be
   compensated at the Lessee's expense. The Lessor shall assign to the Lessee
   any claims against guilty third parties.

5. The Lessee shall immediately remedy damages for which he must take
   responsibility. If he fails to comply with this obligation within a
   reasonable period even after written warning, the Lessor may cause the
   necessary work to be performed at the Lessee's expense. If the damage is
   potentially dangerous or the whereabouts of the Lessee are unknown, the
   written warning and imposition of a deadline shall not be required.

6. In any case, the Lessee shall perform minor repairs at its own expense up
   to a net amount of DM 300.00 p.a. per individual instance, but limited to a
   maximum of 5% of the annual rent. [handwritten note in right-hand 
   margin:illegible]
   
<PAGE>
 
Page 5 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

                          (S) 6 HEATING OF PROPERTY

1.   The building has collective heating. It shall be operated outside of the
     heating period (which is generally the period from 10/1 of the year until
     4/30 of the following year) at the request of the majority of the users
     of the overall property.

2.   Partial or complete shutdown of the heating equipment due to a shortage
     of fuel shall not entitle the Lessee to assert rent reduction or
     compensatory damage claims. The same shall apply to other necessary
     interruptions of operation.

              (S) 7 DELIVERY OF POSSESSION OF THE LEASED ROOMS

1.   Possession of the leased rooms shall be delivered in the existing
     condition, which is hereby acknowledged to be in accordance with the
     contract.

2.   Delivery of possession shall not be prevented by residual uncompleted
     work or defects which do not substantially impair the use of the leased
     property for the contractually intended purpose.

3.   The Lessee may not derive claims on the basis of defects in driveways or
     external facilities, unless such defects substantially impair the use of
     the leased property. In such a case, a right to reduce rent shall exist
     if the Lessor is in default in the performance of its services. If the
     Lessee suffers demonstrable damages arising from any defects, the Lessor
     shall be liable.

4.   The Lessor solely guarantees that the leased property can be used in a
     commercial manner. No guarantee is undertaken by the Lessor hereby with
     respect to the permissible use the leased property as defined in (S) 1
     sec. 1 of a lease contract. The satisfaction of any official requirements
     and conditions imposed concerning the use in question shall be solely up
     to the Lessee. All costs associated herewith shall be charged exclusively
     to the Lessee.

                    (S) 8 INSPECTION OF THE LEASED ROOMS

     The Lessor or its agent may, after setting an appointment by telephone,
     enter the leased rooms in the company of parties, experts or witnesses on
     work days between 10:00 to 12:00 p.m. and between 4:00 p.m. to 5:00 p.m.
     for the purpose of checking the structural conditions of the leased
     rooms, further renting or selling the property or similar reasons.

     Following termination, the Lessor shall further be entitled to attach a
     lease or sale sign to the property.
<PAGE>
 
Page 6 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

                (S) 9 STRUCTURAL MODIFICATIONS BY THE LESSEE

1.   Structural modifications by the Lessee, particularly renovations and
     installations, including the barring of the windows from the inside and
     the construction or modification of fireplaces, may be undertaken only
     with the written consent of the Lessor. If the Lessor grants such
     permission, the Lessee shall be responsible for obtaining the necessary
     official permits and shall bear all costs in connection therewith.

     The Lessor may make the grant of consent conditional upon the Lessee
     entering into an unconditional obligation to restore the original
     condition in the event that the lease relationship ends.

2.   The Lessee shall be entitled to remove facilities which he has placed in
     the rooms. However, the Lessor may demand that the property be left in
     the rooms at the end of the lease relationship, provided that the Lessor
     pay an amount which corresponds to the current value (taking into account
     technical obsolescence and economic wear and tear). The Lessee and Lessor
     shall mutually declare in a timely manner that the agreements in this
     regard may be entered into prior to removal. If the Lessor does not take
     over the facilities installed by the Lessee, the latter shall restore the
     previous condition, including all necessary ancillary work in connection
     therewith, by the time of expiration of the contract.

3.   The Lessee shall be liable for all damages which arise in connection with
     the construction activities which he has undertaken.

                 (S) 10 USE OF THE LEASED ROOMS; SUBLEASING

1.   Subleasing or other use by third parties shall require the prior written
     consent of the Lessor.  Subleasing is possible in principle.  A copy of the
     subleasing contract shall be delivered to the Lessor.

2.   In the event of unauthorized subleasing, the Lessor may demand that the
     Lessee end the sublease relationship promptly, by no later than one
     month. If that does not occur, the Lessor may terminate the primary lease
     relationship without compliance with a termination notice period.

3.   In the event of subleasing or other third-party use, the Lessee shall be
     liable for all acts and omissions by the sublessee or the party whom he has
     permitted to use the leased rooms.

4.   In the event of subleasing, the Lessee hereby assigns to the Lessor all
     claims against the sublessee to which the Lessee is entitled, along with
     a lien for security purposes up to the amount of the Lessor's claims.

5.   If the business organization situation of the Lessee changes--resulting,
     for example, from conversion to a limited liability business association
     form or reduction of capital subject to liability--this must be reported
     to the Lessor promptly.
<PAGE>
 
Page 7 of the lease contract between Kasbach + Wirt GbR/PRODAC GmbH

6.   If the aforementioned measures result in a legal switch of lessee or a
     total or partial sale of the Lessee's operation, a prior written
     agreement with the Lessor shall be required concerning the passage of the
     rights and duties arising from the lease contract to the legal successor
     of the Lessee. The Lessor may make the conclusion of such agreement
     conditional upon the Lessee separately confirming the continued existence
     of its liability for all duties arising from the lease relationship.

                       (S) 11 ELECTRICITY, GAS, WATER

1.   The Lessee may use the existing network of electricity, gas and water
     mains only to such a degree that no overload occurs. The Lessee may cover
     additional needs through expansion of the supply line at its own expense
     with the written consent of the Lessor. Applications for current meters
     and telephone connections shall be made by the Lessee at its own expense.
     He shall also bear the installation expense associated therewith.

2.   Water may be drawn from the water lines for in-house needs only. In the
     case of water consumption for commercial purposes, the Lessee shall
     attach a water sub-meter at its own expense and bear the water and waste
     water costs according to the information of the Lessor.

3.   A change in energy supply, particularly a change in voltage, shall not
     entitle the Lessee to compensatory damage claims against the Lessor.

4.   The Lessee shall not be entitled to a rent reduction right or
     compensatory damage claims against the Lessor if the power, gas or water
     supply or the waste water disposal are interrupted by circumstances for
     which the Lessor is not responsible, or if floods or other catastrophes
     occur.

                         (S) 12 PROMOTIONAL MEASURES

1.   By agreement with and with the written consent of the Lessor, the Lessee
     shall be entitled to attach a lit sign of normal size on the surface area
     designated by the Lessor. No legal right to the grant of consent shall
     exist.

2.   The Lessor shall be entitled to have a collective sign unit attached to
     the building and shall be entitled to allocate the cost to the lessees
     according to the ancillary cost key.

3.   It shall be up to the Lessee to observe all general technical and official
     regulations concerning the type, placement and maintenance of advertising
     installations which can permissibly be attached.
<PAGE>
 
Page 8 of the lease contract between Kasbach + Wirt + GbR/PRODAC GmbH

                        (S) 13 END OF THE LEASE TERM

1.   The lease relationship shall end upon expiration of the lease according
     to (S) 2 or by termination without notice. The Lessor shall be entitled
     to terminate without notice following prior written warning by registered
     mail if the Lessee is in default on its payment obligations in the amount
     of one month's gross rent. Moreover, termination without notice may be
     effected by either party for good cause. Excepted shall be termination
     without notice due to in-house needs of the Lessor during the contractual
     term.

2.   In the event that the lease relationship ends, the leased rooms shall be
     returned to the Lessor with all keys (including any keys obtained by the
     Lessee) in a renovated condition following satisfaction of any duty to
     restore the original condition--with respect to the facilities mentioned
     in (S) 9, a duty on the part of the Lessee to restore the original
     condition shall exist in any case. Included within renovation shall be
     shampooing or--to the extent necessary--replacement of the carpet. The
     replacement of carpet shall relate to damage and not to normal wear and
     tear. The Lessor shall decide concerning the scope of renovation work
     based on its reasonable discretion on the basis of the possession
     transfer protocol. The parties shall prepare and sign a protocol on the
     occasion of the return of the leased property.

3.   In the event of a premature end of the lease relationship for a reason
     for which the Lessor is not responsible, the Lessee shall be liable for
     loss of rent on the part of the Lessor and for any rent difference
     arising during the period before the first possible opportunity to
     properly end the lease relationship.

                       (S) 14 MISCELLANEOUS AGREEMENTS

1.   The Lessee hereby acknowledges that the condition of the property is 100%
     in accordance with the contract and accepts the possibility that
     structural measures will be taken and that, in such an event, Lessee
     shall not be able to assert rent reduction claims.

2.   The complete office building is provided with a lock system.  A separate
     agreement shall be included concerning the lock system.

                           (S) 15 FINAL PROVISIONS

1.   The building by-laws which are attached to the lease contract shall
     constitute an integrated component of the lease contract; the Lessor
     shall be entitled to amend said house by-laws based on its reasonable
     discretion, subject to the proviso that the amendment to the house by-
     laws shall be effective starting from the point in time at which the
     amended building by-laws are received by the Lessee.

2.   The place of performance and exclusive place of venue for all obligations
     arising from this contract shall be Cologne.

3.   All agreements concluded by the parties concerning the lease contract are
     conclusively contained in this contract. In order to be effective,
     amendments and addenda to the contract shall require inclusion in a
     uniform document signed by both parties.
<PAGE>
 
Page 9 of the lease contract between Kasbach + Wirt + GbR/PRODAC GmbH

4.   In the event that a provision of the contract is or should become
     invalid, the validity of the remaining provisions shall not be affected
     thereby. An invalid provision shall be deemed to be replaced by a
     permissible provision which comes as close as possible to the former from
     an economic standpoint.



Cologne,  12/15/93                  Cologne,  12/15/93
         ----------                          ----------


Kasbach + Wirt GbR                  PRODAC GmbH
Max Planck Str. 38                  Max Planck Str. 38
50858 Cologne                       50858 Cologne
R. Kasbach/H. Wirt                  R. Kasbach/H. Wirt


/s/ R. Kasbach                      /s/ R. Kasbach
- --------------------                ----------------------
- - Signature of Lessor -             - Signature of Lessee -


/s/ H. Wirt                         /s/ H. Wirt

<PAGE>

                                                                   EXHIBIT 10.35
                                             (Translated from German to English)
"VT_PRODAC.Ii"


                               LEASE CONTRACT


                               by and between

                             Kasbach + Wirt GbR
                             Max-Planck-Str. 38
                                50858 Cologne

                                 - Lessor -


                                     and


                                 PRODAC GmbH
                             Max-Planck-Str. 38
                                50858 Cologne

                                 - Lessee -



The parties entered into a lease contract dated December 15, 1993.  In the
following, (S) 3 of said lease contract is rendered more precise and redrafted
hereby.  The provision shall take effect starting January 1, 1994.  This
modification agreement shall become an integrated component of the contract
dated December 15, 1993.

The contract dated 12/15/93 shall otherwise remain in effect without
modification.
<PAGE>
 
                                      2


             (S) 3 RENT, ANCILLARY CHARGES AND SECURITY DEPOSIT

1.   The monthly rent shall be
<TABLE>
<CAPTION>

<S>                             <C>                 <C> 
1,928 m/2/ office space         DM 23.00 per m/2/   DM 44,344.00
248 m/2/   office space         DM 26.00 per m/2/   DM  6,448.00
1,168 m/2/ workshop space       DM 17.00 per m/2/   DM 19,856.00
466 m/2/   hall space           DM 11.00 per m/2/   DM  5,126.00
                                                    ------------
                        Subtotal:                   DM 75,774.00
 50 parking spaces              DM 65.00 per m/2/   DM  3,250.00
                                                    ------------
                        Total:;                     DM 79,024.00
                                                    ============
</TABLE>

     The statutory value-added tax (currently 15%) and the heating and ancillary
     cost advance shall be added thereto.

2.   If the cost of living index determined by the Federal Office of Statistics
     (4-person middle-income working household with a head of household who is
     the sole provider, basis 1985 = 100) increases or decreases by more than 10
     points, the rent shall change in accordance with the change which has
     occurred in the standard of living index.

     The basis for the calculation shall be the index on [crossed out by hand:]
     December 15, 1993.
     [handwritten interlinear insertion:  1/1/94  W]
<PAGE>
 
                                      3


     The change in rent shall take effect without any action by the parties at
     the beginning of the following month for which the change of the cost of
     living index is determined by the Federal Office of Statistics.  A new rent
     change shall take place if, following a rent adjustment, the index once
     again changes by 10 points.

     The rent change may be asserted retroactively.

     The contracting parties are in agreement that this value security clause
     shall require the approval of the competent Central State Bank.  If such
     approval is denied, this provision shall be replaced by an agreement which
     comes as close as possible to the economic intent of the lapsed provision.


3.   The Lessee may set counterclaims off against the rent claim or assert a
     right to reduce or retain rent only if the counterclaim or the right to
     reduce or retain rent has been acknowledged or established by final
     judicial determination.  An offset or the assertion of a right to reduce or
     retain rent shall be announced to the Lessor in writing upon one month's
     notice.


4.   All payments by the Lessee shall be charged to outstanding rents in the
     following sequence:

     -  outstanding ancillary charges
     -  current rent
     -  current ancillary costs
     -  interest
     -  costs, particularly legal prosecution costs.
<PAGE>
 
                                      4


5.   The ancillary costs for the property shall correspond to the 2nd
     Calculation Regulations and shall be paid separately in addition to rent in
     accordance with the administrative invoice which shall be prepared
     annually.

6.   Among other things, said ancillary costs shall relate to a pro rata share
     of the following:

     -  custodian, if any
     -  multiple protection building insurance
     -  glass breakage insurance with DM 1,000.00 deductible
     -  liability insurance
     -  municipal fees and charges, including local property tax
     -  water
     -  waste water disposal
     -  garbage pick-up
     -  chimney and street cleaning
     -  operation, maintenance and service of elevators and other facilities
        used by the Lessee
     -  community antenna facility
     -  building cleaning

     In addition, the Lessee shall bear a pro rata portion of the costs of
     building management.  Pursuant to the heating cost regulations, ancillary
     costs shall also include the cost for the operation and service of the
     heating equipment, as well as the annual heating costs allocation and
     invoicing by a specialized firm.
<PAGE>
 
                                      5


     The ancillary costs shall be allocated to the Lessee according to the size
     of its heatable leased space in relation to overall leased space.  The
     allocation shall be carried out by means of a heating quantity meter.

6.   [crossed out by hand] Billing for ancillary costs shall be made at the end
     of each calendar year.  [handwritten interlinear insertion:] The billing
     period for ancillary costs shall correspond to the calendar year.  W

     In the event that the heating costs invoice is issued separately through a
     specialized firm, the time of billing may change.

     THE LESSEE SHALL MAKE A MONTHLY ANCILLARY AND HEATING COST PREPAYMENT OF DM
     3.50 PER M/2/ OF LEASED SPACE, PLUS VALUE-ADDED TAX AT THE STATUTORY RATE,
     TOGETHER WITH ITS RENT PAYMENT.  This sum may be raised or lowered by the
     Lessor in a reasonable manner at any time depending on the amount of actual
     costs.

7.   Rent, along with the aforementioned ancillary and heating costs
     prepayments, shall be transferred to the account of the Lessor on a monthly
     basis in advance, but no later than the 5th working day of each month.

                 ACCOUNT NO. 4362463 AT STADTSPARKASSE KOLN
                          BANK WIRE NO. 370 501 98

     All increased charges which arise in connection with the aforementioned
     ancillary costs after the conclusion of the contract may be allocated by
     the Lessor on a pro rata basis.  Fire insurance premium surcharges to the
     basic premium shall be borne by the lessee for whose company they were
     required.
<PAGE>
 
                                      6


Cologne, October  7 , 1996
                 ---      



Kasbach + Wirt GbR                  PRODAC GmbH
Max Planck Str. 38                  Max Planck Str. 38
50858 Cologne                       50858 Cologne
R. Kasbach/H. Wirt                  R. Kasbach/H. Wirt
/s/ R. Kasbach                      /s/ R. Kasbach
/s/ H. Wirt                         /s/ H. Wirt

- - Signature of Lessor -             - Signature of Lessee -

<PAGE>

                                                                   EXHIBIT 10.36
                                             (Translated from German to English)

COPY

                                   AGREEMENT


dated  February 8, 1996
       ----------------

effective starting April 1, 1996 (effective date)
                   -------------                 

between

UNITED INTERNATIONAL PICTURES GmbH, P.O. Box 71 08 48, 60498 Frankfurt/Main
(hereinafter referred to as "LICENSOR")

and

PRODAC GmbH, Max-Planck-Strasse 38, 50858 Cologne
(hereinafter referred to as "LICENSEE")

1.   the LICENSOR hereby grants the LICENSEE a time-limited non-exclusive
     license within the scope of the prevailing copyright provisions and other
     applicable provisions to distribute FILMS for the purpose of hotel guest
     display in the HOTELS within the contract territory for the relevant
     presentation period.

2.   (a)   As consideration for the LICENSE granted hereinafter, the LICENSEE
           shall pay the LICENSOR a monthly license fee of DM [***] (in words:
           [***]) plus VAT; beginning on the above-captioned date (effective
           date of this agreement), the LICENSEE shall present films of the
           LICENSOR for at least 6 months of the contract term of 12 months.

           The LICENSEE may select a maximum of 30 titles from the respective
           program of the LICENSOR--dependent, however, on the latter's
           availability. This number shall increase by the number of titles
           which are selected by the LICENSEE which the LICENSOR is not able to
           deliver.

           Within one month, calculated from the effective date of this
           agreement, the LICENSOR shall also provide the LICENSEE with 20 films
           for the LICENSEE's "Videoquest" system for a period of 12 months. In
           consideration thereof, the LICENSEE shall pay the LICENSOR a license
           fee in the amount of [***] % of the net revenues--which are to be
           documented by the LICENSEE--for the months in which it presents no
           films by way of hotel guest presentation (as defined in this
           contract). The LICENSEE shall settle with regard to the relevant net
           revenues by the 15th of the month for the preceding calendar month.


     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
                                     - 2 -

           The license fee shall be paid by the LICENSEE on a monthly basis
           immediately following receipt of the relevant invoices from the
           LICENSOR. Payment for the aforementioned films made available for use
           in the LICENSEE's Videoquest system shall be made together with
           settlement.

     (b)   The LICENSEE shall pay the LICENSOR a license fee in accordance with
           appendix C on the basis of the total number of rooms communicated to
           the LICENSOR by the LICENSEE pursuant to sec. 3 (b) of the Standard
           Contract Terms; increases shall apply starting from the point in time
           at which additional rooms are added.

     (c)   Immediately after the time of the addition of rooms, or upon the
           LICENSOR's consent to the possible expansion to include additional
           rooms in a new HOTEL pursuant to sec. 5 (a) of this agreement, the
           LICENSEE shall pay the LICENSOR the portion of the additional license
           fee allocable to the current month. For the following months, the
           LICENSEE shall pay the additional license fee in advance, together
           with the minimum license fee pursuant to sec. 2 (a), above.

     (d)   All payments shall be made by wire transfer to the bank account
           communicated by the LICENSOR. The license fees allocable to the
           LICENSOR shall be understood to exclude value-added tax and other
           taxes. Customs duties or other charges or fees which are imposed on
           the delivery and presentation of films pursuant to this contract. The
           value-added tax payable by the LICENSEE pursuant hereto shall be
           listed in addition in the invoice by the LICENSOR for the relevant
           license fee payment. Invoices of the LICENSOR shall be payable
           immediately without deduction upon receipt by the LICENSEE.

3.   (a)   Subject to sec. 3 (b), below, the LICENSOR hereby promises to deliver
           30 titles per year. It is hereby clarified in this connection that,
           to the extent that use rights to a title are granted in more than one
           language, this shall be deemed to constitute one title for purposes
           of this provision.

     (b)   Subject to availability, the LICENSOR shall make available to the
           LICENSEE a number of video cassettes of films coordinated by the
           parties in advance; however, the LICENSOR hereby reserves the right
           to make the final decision based on its discretion.
<PAGE>
 
                                     - 3 -

     (c)   At the end of each contract year, the LICENSEE shall have the
           elective right to return--all or part of--the video cassettes
           delivered during the expired contract year or destroy them in
           accordance with sec. 5 (e) of the Standard Contract Terms. Moreover,
           the LICENSEE may retain the video cassettes for one or more titles,
           but subject to the proviso that said titles shall be counted toward
           the titles to be delivered during the following year (maximum of 30
           in the absence of agreement to the contrary) and the number of video
           cassettes which are to be provided therefor.

4.   This agreement shall have a term of one year, calculated from the effective
     date thereof. It shall be extended by consecutive one-year terms, unless
     one of the parties terminates it in writing upon compliance with a notice
     period of 90 days effective at the end of a contract year.

5.   A hotel guest presentation may only take place in one of the HOTELS
     communicated to the LICENSOR pursuant to sec. 3 (b) of the attached
     Standard Contract Terms upon written clearance of the HOTEL by the
     LICENSOR. The LICENSOR may only refuse to grant said clearance for good
     cause. To the extent possible, the LICENSOR shall submit its declaration in
     this regard within two weeks of receipt of the relevant information from
     the LICENSEE pursuant to sec. 3 (b) of the Standard Contract Terms. Upon
     clearance, appendix A shall be deemed amended mutatis mutandis.

6.   Notwithstanding sec. 5 (b) of the Standard Contract Terms, the LICENSEE
     shall be entitled to pulse transmission with regard to the video cassette,
     provided that the final version of the films on the video cassettes is not
     impaired thereby.

7.   The use rights granted pursuant hereto shall apply to the countries of
     Germany, Austria, Belgium, Luxembourg, the Netherlands, Spain, France,
     Poland, the Czech Republic, the United Kingdom, Switzerland, Hungary and
     Russia (hereinafter referred to as the "contract territory"). Use rights
     for additional countries in connection with this agreement shall require
     the prior written consent of the LICENSOR. If the LICENSEE applies for the
     grant of use rights for additional countries, the LICENSOR shall, if at all
     possible, communicate its decision to the LICENSEE within two weeks of
     receipt of the application.

8.   This agreement shall be governed by the laws of the Federal Republic of
     Germany.

9.   The attached General Contract Terms and appendices shall constitute
     substantial components if this agreement. To the extent that the provisions
     of this agreement are in conflict with those of the Standard Contract
     Terms, the provisions of the agreement text shall take precedence.
<PAGE>
 
                                     - 4 -


10.  The definition of terms in the Standard Contract Terms shall also apply to
     this agreement. Conversely, definitions of terms contained herein shall
     also apply to the Standard Contract Terms.

In witness thereof, the parties executed this agreement on the date stated at
the outset.



UNITED INTERNATIONAL PICTURES GmbH
by:

/s/ Paul Steinschulte
Paul Steinschulte


PRODAC GmbH
by:


/s/ Heinz Wirt
Heinz Wirt
<PAGE>
 
                                                                 
HOTEL VIDEO

                            STANDARD CONTRACT TERMS
                            -----------------------

The following Standard Contract Terms shall supplement the special terms and
conditions in the attached agreement (hereinafter referred to as the
"agreement") between the LICENSOR and the LICENSEE named therein.

DEFINITIONS OF TERMS
- --------------------

The following definitions shall apply to the agreement and these Standard
Contract Terms:

"Availability date":          The time at which the LICENSOR is able to make the
                              video cassettes of the FILM in the stipulated
                              format available to the LICENSEE for contractual
                              use within the contract territory. The
                              availability dates of the individual FILMS shall
                              be set by the LICENSOR's end supplier, taking into
                              account his interests and rights, as well as the
                              relevant technical requirements for manufacture in
                              the appropriate format, and shall not be subject
                              to the influence of the LICENSOR.

"Beginning of presentation":  For each hotel, the point in time at which the
                              hotel guest presentations pursuant to appendix A
                              are scheduled to begin in the version modified
                              according to sec. 3 (b); in the absence of an
                              indication of a time, the date on which the
                              agreement takes affect.

"Presentation period":        With regard to each individual FILM, the period
                              during which presentation is permitted in
                              accordance with the agreement--beginning on the
                              date of actual delivery of the video cassettes to
                              the LICENSEE (no earlier, however, than the date
                              on which the agreement takes effect)--and ending
                              either (i) at the end time, (ii) the point in time
                              at which the rights of the LICENSOR to grant use
                              rights lapse or (iii) the point in time at which
                              the LICENSOR's suppliers--for whatever reason--
                              adopt a provision to the effect that distribution
                              of the FILM in connection with the agreement shall
                              end; the earliest point in time shall govern.
<PAGE>
 
                                     - 2 -


"Hotels":                     The hotel(s) within the contract territory as
                              described (name and location) in appendix A in the
                              version amended in accordance with Sec. 3 (b),
                              provided that the hotels are hotel facilities in
                              the true sense of the word (i) whose rooms are let
                              to guests exclusively for the primary purpose of
                              short-term temporary lodging and (ii) in which the
                              presentation of FILMS represents a merely
                              ancillary service for guests in relation to
                              lodging.

"Hotel guest presentation":   Presentations exclusively in the respective hotel
                              rooms or suites, to which only lodging guests of
                              the hotel have access; presentation shall take
                              place using video cassettes over a hotel
                              distribution facilities.

                              The term "hotel guest presentation" shall not
                              include presentations in rooms or areas to which
                              the general public (i.e., persons, including
                              conference participants who are not lodging guests
                              of the hotel) have access; the term shall also be
                              understood to exclude presentation by means of
                              devices or media other than those expressly stated
                              in the preceding sentence.

"Films":                      The feature films listed in appendix B 
                              (including--to the extent that the terms and
                              conditions of the agreement and these Standard
                              Contract Terms can be applied mutatis mutandis--
                              the FILMS provided in sec. 2 (a) of the agreement
                              for the LICENSEE's Videoquest system.)

"Rooms":                      The individual hotel rooms or suites of a hotel
                              which (i) are available for use by hotel guests
                              (regardless of actual occupancy) and (ii) equipped
                              with devices for hotel guest presentations. The
                              number of rooms in each hotel is stated in
                              appendix A.

"End time":                   The point in time at which the contract ends in
                              accordance with sec. 4 of the agreement or
                              according to sec. 13 below, depending on which is
                              earlier.

"Video cassettes":            Video cassettes (in the stipulated format and
                              standard) of the FILMS with (at the discretion of
                              the LICENSOR) subtitles and/or
<PAGE>
 
                                     - 3 -


                              synchronized in a contract territory language and
                              otherwise in a final version which are delivered
                              to the LICENSEE by the LICENSOR either directly or
                              through a contract laboratory pursuant to sec. 5
                              (a) for hotel guest presentations in connection
                              with the agreement.The quality of the video
                              cassettes shall conform to the purposes of the
                              agreement.


LICENSE
- -------

1.   (a)   The LICENSOR shall grant the LICENSEE a time-limited non-exclusive
           license within the scope of prevailing copyright provisions and other
           applicable positions to distribute FILMS for hotel guest
           presentations in hotels within the contract territory for the
           respective presentation period.

     (b)   The LICENSOR shall arrange for the delivery of video cassettes to the
           LICENSEE or its agent, subject to the availability dates of the
           relevant FILMS and subject to the timely payment of license fees and
           other sums owed pursuant to this agreement. The LICENSEE shall not be
           permitted to permit a presentation of the FILMS prior to the relevant
           availability date or deliver video cassettes of the relevant FILMS to
           the hotels.

     (c)   The LICENSEE shall be obligated to ensure that the FILMS are
           presented exclusively in the manner intended pursuant hereto, at the
           location defined herein and exclusively during the presentation
           periods. Moreover, the LICENSEE shall be obligated not to permit any
           presentation of the LICENSOR's FILMS concerning which the LICENSEE
           has not been granted express presentation rights hereby.

     (d)   The LICENSOR hereby reserves all rights with respect to all FILMS,
           except where license rights have been expressly granted to the
           LICENSEE herein; the LICENSOR shall be free to exercise the rights
           which he reserves pursuant hereto without regard to whether, or the
           extent to which, such exercise of right establishes a competitive
           relationship vis a vis the LICENSEE or the use licensed hereby.
<PAGE>
 
                                     - 4 -


     (e)   The agreement shall end at the end time. All rights to the FILMS
           shall revert to the LICENSOR upon expiration of the presentation
           period or at the end time--whichever comes first.


BOOKS AND AUDIT RIGHT
- ---------------------

2.   (a)   The LICENSEE shall be obligated to maintain complete and accurate
           books and records concerning the payments and revenues which it
           receives in connection with the agreement. Such books and records
           shall be retained for a period of two years starting from the end of
           the contract, but for not longer than a period of five years from the
           end of the accounting year in which the books and records were
           created.

           The foregoing shall always be subject to the proviso that the
           LICENSEE shall only be entitled to destroy such books and records if
           he has notified the LICENSOR in writing of such intention upon
           compliance with a notice period of at least 30 days.

     (b)   Upon prior agreement with the LICENSEE, the LICENSOR shall have the
           right--which shall be exercisable by its (outside or internal)
           auditors, agents, representatives and/or employees--to audit, make
           copies or prepare excerpts of the books and records identified in
           letter (a), above, relating to the agreement and may do so at any
           time during normal business hours within the term of the agreement
           (including any extension thereto) and for a period of two years
           starting from the end of the contract. The LICENSEE's auditors shall
           be obligated to make their own audit documents relating to the
           agreement available to the LICENSOR's auditors. The LICENSEE shall
           ensure for the LICENSOR and its auditors that complete audits (i.e.,
           to the extent defined for the LICENSEE under this sec. 2 with regard
           to books, accounts and records of third parties, completely
           regardless of whether they are affiliated with or independent of the
           LICENSEE) can be conducted with regard to the services provided for
           the LICENSEE by third parties for purposes of this agreement.

     (c)   The LICENSOR shall bear the costs incurred in connection with the
           inspection, creation of copies and/or audit pursuant to letter (b).
           If, on the other hand, it is determined that the LICENSEE has set the
           payments to be made to the LICENSOR pursuant hereto excessively low
           or, conversely, set the amounts payable by the LICENSOR excessively
           high, the LICENSOR may, without prejudice to other rights to which he
           is entitled, demand that the LICENSEE pay the sums set forth below in
           addition to making payment of the full difference amount (provided
           that the sum of all deviations affecting the payable amount which are
           detected exceeds 5% of
<PAGE>
 
                                     - 5 -

the amounts allocable to the LICENSOR at the time of the audit or at least the
equivalent of US$ 1,000 in local currency):

           (i)   all costs incurred by the LICENSOR or in its name for the
                 purpose of ascertaining the deviation (particularly all
                 directly allocable travel and maintenance costs, as well as the
                 assignable salary expense on the part of the LICENSOR) and

           (ii)  interest on the entire difference amount on a cumulative basis
                 in the amount of 4% above FIBOR starting from the first due
                 date for the payment relating to the relevant owed sum.

     (d)   Examinations pursuant to the foregoing shall be conducted (following
           announcement) at reasonable times during ordinary business hours
           within the term of the agreement (including any extension thereto) or
           within two years of the end of the agreement.

REPORTS
- -------

3.   (a)   On the closing date of June 30 of each year or other point in time
           set by mutual agreement of the parties, the LICENSEE shall give the
           LICENSOR an inventory list in a form acceptable to the latter which
           lists the title of the FILMS, as well as the format and place of use
           of all video cassettes in the possession of the LICENSEE. The
           foregoing shall be sent to the LICENSEE by no later than July 30. The
           LICENSOR reserves the right to check the inventory lists on a random
           basis at any time during normal business hours during the term of
           this agreement.

     (b)   Within 30 days from the end of the month, the LICENSEE shall give the
           LICENSOR a monthly list of:

           (i)   changes in the number of rooms of the hotels;

           (ii)  new hotels in which the installation of technical facilities
                 for hotel guest presentations is impending during the upcoming
                 months, as well as the planned start of hotel guest
                 presentations and the planned number of rooms for each new
                 hotel--without prejudice to the requirement of prior consent of
                 the LICENSOR pursuant to sec. 5 (a) of the agreement;
<PAGE>
 
                                     - 6 -


           (iii) existing hotels in which an end to hotel guest presentations is
                 pending during the following months;

           (iv)  the titles played pursuant to this agreement during the
                 relevant month.

           As a request of the LICENSOR, the LICENSEE shall be obligated to
           submit to the LICENSOR a written confirmation of the hotels
           concerning the number of rooms in the relevant hotel and/or the
           actual beginning or actual ending of hotel guest presentations in
           the hotel.


TAXES
- -----

4.   The LICENSEE shall assume all present and future taxes (particularly
     including transfer, source and value-added tax), import duties, other taxes
     and inspection office fees (including interest and penalty surcharges
     allocable thereto) in connection with the licensing, leasing, delivery,
     import, presentation, possession or use of the FILMS or video cassettes or
     the payments made and received in accordance with the agreement.


DELIVERY AND RETURN
- -------------------

5.   (a)   The LICENSOR shall provide the LICENSEE or its agent with video
           cassettes in the quantity stipulated in the agreement. Delivery shall
           be made either by the LICENSOR directly or--at its election and with
           its prior written consent--by a laboratory cleared by the LICENSOR
           and the Motion Picture Expert Association of America (MPEAA). In the
           latter case, the LICENSEE shall submit its purchase orders for video
           cassettes directly to the LICENSOR, who shall forward them to the
           laboratory in question. The LICENSEE shall not be permitted to order
           directly from the laboratory.

     (b)   The LICENSEE may only use video cassettes in accordance with the
           agreement. The LICENSEE shall be prohibited from duplicating video
           cassettes--in their entirety or in part. All cutting, editing and
           title changes or other modifications of the video cassettes shall
           require the written consent of the LICENSOR and shall be carried out
           solely at the expense of the LICENSEE.
<PAGE>
 
                                     - 7 -

     (c)   The LICENSOR shall bear the costs of manufacturing the master copy of
           the video cassettes and (if delivery is made by a cleared laboratory)
           the shipping and handling costs in connection with the delivery of
           the video cassettes to the laboratory. All other costs and outlays,
           including the costs of manufacture and duplication of video cassettes
           and the costs of transportation and insurance in connection with the
           delivery of video cassettes in the final format to the LICENSEE
           within the contract territory, shall be charged to the LICENSEE. The
           LICENSEE shall be free to dictate to the LICENSOR the manner of
           transportation desired by the LICENSEE. If the LICENSEE fails to do
           so, the LICENSOR shall select the manner transport at its reasonable
           discretion. The LICENSEE shall be obligated to promptly settle the
           invoices concerning the costs and outlays which he must bear pursuant
           to the foregoing, particularly transport and related costs. If the
           LICENSOR is guilty of delay in delivery and increased transport costs
           arise in--wholly or partially--making up for the delay, the
           additional costs in question shall be charged to the LICENSOR. if the
           LICENSOR delivers the video cassettes directly to the LICENSEE, the
           latter shall be charged with all costs and outlays which he must bear
           pursuant to the foregoing. the LICENSEE shall be obligated to settle
           the relevant invoices promptly.

     (d)   Upon expiration of the presentation period, but not later than the
           end time, the LICENSEE shall return the relevant video cassettes to
           the LICENSOR or another person or office designated by the LICENSOR.

     (e)   If, during the term of the agreement, the LICENSEE is of the opinion
           that video cassettes should be erased or destroyed, he shall be
           obligated to obtain the prior written consent of the LICENSOR, which
           shall also extend to the proposed procedure and location of erasure
           or destruction. In the case of erasure of the video cassettes, the
           LICENSEE shall ensure complete erasure of the contents of the
           cassettes. For each erased or destroyed cassette, he shall be
           obligated to submit a destruction record to the LICENSOR in the form
           jointly defined with the LICENSOR. Notwithstanding sec. 6 (a), the
           LICENSEE shall be entitled to retain all blank video cassettes
           following erasure.

     (f)   A violation by the LICENSEE of the provisions of this sec. 5--
           including, in particular, the use of video cassettes of FILMS which
           are not video cassettes under the contract--this shall establish the
           elements of a violation of substantial obligations of the agreement.
<PAGE>
 
                                     - 8 -


OWNERSHIP RIGHTS
- ----------------

6.   (a)   All video cassettes delivered pursuant to the agreement shall remain
           the property of the LICENSOR or its suppliers who shall hold all of
           the following rights arising from ownership.

     (b)   The LICENSEE shall not be permitted to remove copyright notices or
           trademarks from the video cassettes or promotional material for the
           FILMS or permit removal by third parties. The LICENSEE shall be
           prohibited from presenting video cassettes or permitting a
           presentation without a copyright notice in the form of appendix D or
           other form permitted in advance by the LICENSOR in advance.

     (c)   The LICENSEE shall acquire no personal rights in the trademark of the
           LICENSOR and the LICENSOR's suppliers. The LICENSEE shall be
           permitted to use said trademarks solely in connection with the FILMS.

     (d)   The LICENSEE shall be obligated to use the video cassettes in
           accordance with the agreement and shall be obligated not use other
           video cassettes of the FILM products of the LICENSOR or its suppliers
           for purposes (including program preview) which are not expressly
           named in the agreement.

     (e)   The LICENSEE shall take all available measures to ensure that the
           video cassettes delivered to the hotels are not used by third parties
           for non-contractual purposes. The LICENSEE shall be further obligated
           to obtain a declaration of obligation from its customers to the
           effect that they will use their best efforts to endeavor to protect
           the video cassettes from unauthorized use and unauthorized
           exploitation and/or commercial use. The LICENSEE shall confirm that
           it shall reject a delivery from customers which violate this
           obligation. Moreover, the LICENSEE shall use its best efforts to
           ensure that no video cassette recorder or other AV equipment can be
           connected to television sets in the rooms of the hotels in which the
           presentation of FILMS is received by in-house TV sets and shall use
           its best efforts to ensure that all video cassettes are stored and
           transported in such a manner that they are protected against theft,
           loss and/or damage in the best manner possible.
<PAGE>
 
                                     - 9 -


     (f)   The LICENSEE shall notify the LICENSOR promptly if it becomes aware
           of the violation of a copyright or trademark in conjunction with the
           FILMS or a trademark used in connection with the FILMS.

     (g)   A violation of the provisions of this sec. 6 on the part of the
           LICENSEE shall establish the elements of the violation of substantial
           duties of the agreement.


GUARANTEES
- ----------

7.   (a)   The LICENSOR hereby guarantees that the exercise of the rights
           granted herein shall require no additional permission and that the
           rights of third parties are not violated, excluding rights of public
           performance and mechanical duplication of copyright-protected
           material contained in the FILMS. However, the LICENSOR shall make no
           guarantee or promise concerning local statutes or regulations which
           apply in a certain country to the exercise of the rights granted
           herein; accordingly, it shall be deemed agreed that compliance with
           statutes and/or regulations shall be exclusively up to the LICENSEE
           and that the LICENSEE shall indemnify the LICENSOR on any claims
           relating to compliance with local statutes and/or regulations and/or
           shall be obligated to compensate the LICENSOR for any damages
           incurred.

     (b)   The LICENSOR hereby guarantees that it is or will be in possession of
           all permits and licenses which will be necessary for the importation,
           utilization and presentation of the FILMS in the hotels within the
           contract territory during the presentation period and for making
           payments in accordance with the agreement.

     (c)   Moreover, the LICENSEE hereby guarantees that it has concluded
           binding contracts with the hotels concerning the presentation of
           FILMS starting from the start of presentation according to appendix 
           A--in the amended version set forth in sec. 3 (b)--and that it is not
           and shall not be in default during the term of the agreement with
           regard to the performance of its obligations pursuant to the
           contracts which have been concluded.


COMPENSATORY DAMAGES
- --------------------

8.   The LICENSEE shall be obligated to compensate or indemnify the LICENSOR for
     all costs, liability, outlays and/or damages, including lost profits, which
     the LICENSOR suffers due to a violation or asserted violation of the
     terms of the agreement by the LICENSEE, the hotel or other natural person
     or legal entities acting in the name of or by authority of the LICENSEE or
     the hotel or its employees, decision-making representatives.
<PAGE>
 
                                     - 10 -


INSURANCE
- ---------

9.   (a)   It shall be up to the LICENSEE to insure all video cassettes against
           theft, loss and/or damage.

     (b)   In the event of theft, damage, loss or destruction of a video
           cassette, the LICENSEE shall present the LICENSOR with a sworn
           declaration concerning the facts in a form which is acceptable to the
           LICENSOR.


PERFORMANCE, PRESENTATIONS, ADVERTISING
- ---------------------------------------

10.  (a)   The FILMS shall be presented in their original sequence in
           synchronized version with sound reproduction. Cuts or other changes,
           including changing the titles, shall be impermissible.

     (b)   Without prejudice to the provision of the foregoing letter (a),
           presentation of the FILMS in connection with advertising--excluding
           the advertising of services of the hotel--shall not be permitted
           without the prior written consent of the LICENSOR.

     (c)   The LICENSEE shall be obligated to pay, or cause the hotel to pay,
           all license fees and other fees and taxes which are incurred in
           connection with the distribution and presentation of the FILMS,
           including sound reproduction, in the hotels.

     (d)   The LICENSEE may use only the original material provided by the
           LICENSOR for advertising or announcement purposes.
 
     (e)   The LICENSEE shall be permitted to present FILMS for presentation
           purposes, particularly at technical trade shows and in promoting its
           deliveries/services, provided that it obtains the prior written
           consent of the LICENSOR therefor. Consent shall be denied only for
           good cause.
<PAGE>
 
                                    - 11 -

RELATIONSHIPS OF THE PARTIES TO ONE ANOTHER
- -------------------------------------------

11.  The LICENSEE is neither an agent nor a representative of the LICENSOR, and
     the agreement shall establish no corporate/partnership(1) relationship or
     joint venture. Declarations by the LICENSEE shall not bind the LICENSOR,
     nor shall the LICENSOR be liable for acts or omissions on the part of the
     LICENSEE.

BEARING OF RISKS
- ----------------

12.  The LICENSEE shall be fully responsible for all costs and shall bear all
     risks in connection with:


     (a)   the transport of video cassettes into and within the contract
           territory;

     (b)   the reasonable and safe storage of the video cassettes within the
           contract territories;

     (c)   compliance with import provisions and tax restrictions within or in
           connection with the contract territory;

     (d)   acquisition of clearance certificates from inspection offices in the
           contract territory and acquisition of all other certificates of non-
           objection and permits which are necessary in or in connection with
           the contract territory.


DEFAULT
- -------

13.  (a)   The following events shall establish default in connection with
           performance of this agreement:

           (i)   if the LICENSEE applies for the opening of an insolvency
                 proceeding or commits an act relevant with respect to
                 insolvency law, applies for a debt regulation or (if the
                 LICENSEE is a corporation/partnership(2)) a resolution is
                 adopted or an order is issued pursuant to which the
                 corporation/partnership is dissolved;

           (ii)  if the LICENSEE violates a substantial provision of the
                 agreement, particularly sections 5 or 6;

___________________________
(1)  DEPENDING ON THE CONTEXT--WHICH IS NON-EXISTENT IN THIS CASE--THE GERMAN
     BUSINESS ASSOCIATION GESELLSCHAFT MAY MEAN EITHER CORPORATION OR
     PARTNERSHIP.

(2)  See previous note.
<PAGE>
 
                                     - 12 -


           (iii)  if the LICENSEE violates another provision contained herein
                  and the violation is not remedied within 10 days following
                  receipt of a warning by the LICENSOR.

     (b)   Upon occurrence of a case of default, the LICENSOR may--without
           prejudice to other rights to which it is entitled--terminate the
           agreement without notice at its election, with the consequence that
           the outstanding license fee and other sums payable to the LICENSOR
           pursuant hereto shall be due and payable immediately. In the event of
           such an ending, the LICENSEE shall be obligated to return all video
           cassettes to the LICENSOR immediately--which shall not establish a
           duty on the part of the LICENSOR to first refund payments received
           from the LICENSEE. The LICENSOR shall have the right to notify the
           hotels of such an end to the contract. He shall not be liable for
           damage or detriment suffered by the LICENSEE as a result of such end
           to the contract.

     (c)   At the election of the LICENSOR, the violation of provisions of other
           contracts between the LICENSEE and the LICENSOR shall be deemed to be
           an event establishing defaults for purposes of the agreement if said
           violation does not establish default under the other contracts.

     (d)   The foregoing rights shall apply in addition to all other rights and
           legal remedies to which the LICENSOR is entitled by statute or
           elsewhere.


ACTS OF GOD
- -----------

14.  Notwithstanding other provisions of the agreement, if the performance of
     obligations pursuant hereto is impossible, restricted, delayed or prevented
     for reasons which one party is, in good faith, wholly or partially not
     responsible--particularly as a result of impediment due to fire, storm,
     war, invasions, acts of enemies of state, hostile acts (regardless of
     whether a declaration of war is issued), civil war, revolt, strike or
     industrial acts, due to the provisions of a statute, regulation, decree,
     order or other governmental measure or due to transport delays--the
     affected party shall be excused from the obligation of contractual
     performance and released without sanction provided that the restriction,
     delay or prevention of contractual performance is attributable thereto;
     however, this shall apply subject to the proviso that neither all nor part
     of the license fee shall be refunded and that the LICENSEE shall be
     entitled to no other payment claims against the LICENSOR arising from the
     fact that--for a reason for which the LICENSOR is not, in good faith,
     responsible--it is impossible for the LICENSEE to present the FILMS in the
     hotels or otherwise fully satisfy the LICENSEE's expectations concerning
     presentation within the contract territory.
<PAGE>
 
                                    - 13 -

RULES OF CONDUCT
- ----------------

15.  (a)   The LICENSEE hereby acknowledges that it is not permissible to offer,
           send or promise all or part of the counterperformance effected
           pursuant to this agreement--indirectly or directly--to public
           employees, a political party or office holder therein or a candidate
           for a political office for the purpose of

           (i)   exercising influence on an act or decision of the person or
                 party in question; or

           (ii)  causing a person or party to exercise his or its influence on
                 or affect acts or decisions of a federal, state or municipal
                 government or one of its agencies.

           For purposes of this section, the term "public employees" shall mean
           all officials and employees in a federal, state or municipal
           government or their ministries/departments or one of their agencies
           or offices and any and all persons who act in an official capacity
           for or in the name of the aforementioned.

     (b)  In performing the obligations to which it is subject pursuant hereto,
          the LICENSEE shall comply with all applicable statutes and regulations
          in the contract territory and shall be obligated to demand that its
          employees, representatives and other persons with whom it enters into
          contracts for the purpose of performance of its obligations pursuant
          hereto act likewise; this shall apply subject to the proviso that
          omissions on the part of the representatives and employees of the
          LICENSEE shall not release the LICENSEE from its obligations pursuant
          hereto.


COMPLIANCE WITH MPEAA PROVISIONS
- --------------------------------

16.  At the request of the LICENSOR, the LICENSEE shall be obligated to satisfy
     all orders or resolutions which affect the contract territory in whole or
     in part and are issued or adopted by the MPEAA or a successor organization
     which represents the interest of distributors of American FILM works,
     except to the extent that local law or pre-existing contractual obligations
     of the LICENSEE would be violated thereby.
<PAGE>
 
                                     - 14 -

GENERAL
- -------

17.  (a)   Unless otherwise provided, all communications required pursuant
           hereto shall be made in writing by personal delivery, registered
           mail, fax or telex (the identification of the recipient must appear
           at the beginning and end of the sender's copy). Communications shall
           be deemed to have been received at the time of personal delivery,
           seven days following surrender to the post office in the case of
           shipment via registered mail or at the point in time at which a fax
           or telex is transmitted.

     (b)   The waiver of the exercise of rights in the case of a contractual
           breach shall not be deemed a waiver of rights in the case of other
           contractual breaches.

     (c)   Without the prior written consent of the LICENSOR, the LICENSEE shall
           not be entitled to assign this agreement--in whole or in part. The
           LICENSOR may assign the agreement in whole or in part to corporations
           affiliated with the LICENSOR or to third parties in connection with a
           corresponding transfer of the LICENSOR's business operation.

     (d)   The LICENSEE shall not be permitted to grant sub-licenses with regard
           to rights granted to it pursuant to this agreement or use a
           representative, unless the LICENSOR has consented thereto in writing;
           the LICENSOR shall be entitled to refuse consent for any reason
           without indicating the grounds therefor.

     (e)   The agreement contains the entire agreement between the parties. Any
           earlier oral or written arrangements concerning the performance
           provided pursuant hereto are repeated in the agreement. To the extent
           that this has not occurred, they shall be canceled hereby. The
           LICENSOR has undertaken no assurances beyond those expressly
           contained in the agreement.

     (f)   Modifications to or the rescission of the agreement must be in
           writing and signed by both parties in order to be effective.
 
<PAGE>
 
                                    - 15 -

     (g)   It shall be prohibited for the LICENSEE to offset rights and/or
           claims held by the LICENSOR pursuant to the agreement on the basis of
           other legal relationships, unless the LICENSEE's counterclaims are
           undisputed or established by final legal determination.

     (h)   The headings contained in the agreement text serve strictly reference
           purposes and shall not be taken into account in the application and
           construction of the relevant provision.

     (i)   To the extent that reference to specific sections is made herein,
           this shall refer to sections of these Standard Contract Terms, unless
           otherwise indicated.

     (j)   In the event that provisions of the agreement are or should be found
           to be invalid, this shall not affect the validity of the remaining
           provisions; instead, the latter shall remain fully in affect.


UNITED INTERNATIONAL PICTURES GmBH


By: 3/2/96 /s/ Paul Steinschulte

Name:     Paul Steinschulte
Title:    General Manager


     United International Pictures GmbH
     Hahnstrasse 31/35
     60528 Frankfurt am Main


LICENSEE

By:  /s/ Heinz Wirt

Name:     Heinz Wirt
Title:    General Manager


          Prodac
          Prozessdatentechnik GmbH
          - Electronicsysteme -
          Max-Planck-Str. 38   50858 Cologne
<PAGE>
 
                                   APPENDIX A
                                   ----------



NO.  NAME OF HOTEL ADDRESS    COUNTRY    NO. OF ROOMS
- ---  ------------- --------   -------    ------------


     Immediately upon conclusion of the contract (signing of the contract) the
     LICENSEE shall give the LICENSOR a complete list of all its contract
     hotels, including the hotels of its sublicensees.
<PAGE>
 
                                                         VERSION:  FEBRUARY 1996

                                  APPENDIX A
                                  HOTEL LIST

<TABLE>
<CAPTION>
 
<C>   <S>                                     <C>                   <C>        <C>
POS.  HOTEL NAME                              CITY                  COUNTRY    ROOM
                                       [***]
</TABLE>

                                  Page 1 of 6


     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                                                         VERSION:  FEBRUARY 1996

                                  APPENDIX A
                                  HOTEL LIST

<TABLE>
<CAPTION>
<C>   <S>                                     <C>                   <C>        <C>
                                     [***]
</TABLE>
                                  Page 2 of 6
     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
 
<PAGE>
 
                                                         VERSION:  FEBRUARY 1996

                                   ANHANG A
                                  HOTEL LIST
<TABLE>
<CAPTION>
<C>    <S>                                           <C>                  <C>  <C>
                                    [***]
</TABLE>

                                  Page 3 of 6


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      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                                                         VERSION:  FEBRUARY 1996

                                   APPENDIX A
                                   HOTEL LIST
<TABLE>
<CAPTION>
<C>    <S>                                        <C>                  <C>  <C>
                                     [***]
</TABLE>
                                  Page 4 of 6
     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.


<PAGE>
 
                                                         VERSION:  FEBRUARY 1996

                                  APPENDIX A
                                  HOTEL LIST

<TABLE>
<CAPTION>
<C>    <S>                             <C>            <C>  <C>
                                     [***]
</TABLE>
                                  Page 5 of 6


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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                                  APPENDIX B
                                  ----------



The maximum of 30 feature films, plus 20 feature films for "Videoquest" in
accordance with the more specific terms of the agreement, each based on the
LICENSOR's availability.
<PAGE>
 
                                   APPENDIX C
                                   ----------


<TABLE>
<CAPTION>
NO. OF HOTEL ROOMS            ANNUAL LICENSE FEE in DM
- ------------------            ------------------------
                            Pursuant to AGREEMENT (S) 2a
<S>                                <C>      


                                     [***]



                                Plus value-added tax
</TABLE>



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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                                  APPENDIX D
                                  ----------


The license rights to the film recorded on this video cassette (including
language and music) shall apply only to utilization outside of film theaters.
Presentation in hotels shall be permitted only for guests in the hotel rooms via
the hotel in-house distribution facility.  Presentation in private rooms or
rooms to which the general public has access, such as hotel halls, salons, bars,
restaurants, discotheques or the like, shall not be permissible under any
circumstances.  All other rights shall remain reserved.  Title to the video
cassette shall be held by the LICENSOR in accordance with the rights granted to
him.


The unauthorized duplication, editing, performance, leasing, exchange, loan,
public dissemination and/or broadcast of this video cassette--in whole or in
part--is strictly prohibited.  Violations shall be subject to civil and/or
criminal prosecution.
<PAGE>
 
                                  APPENDIX E
                                  ----------


SUBLICENSE
- ----------


     The LICENSOR hereby permits the LICENSEE to grant the following firms and
     hotels (see appendix A) sublicenses to the video feature films provided to
     LICENSEE by the LICENSOR under this agreement, with its Standard Contract
     Terms:


                                     [***]


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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                              APPENDIX E                 Version:  February '96
                              ----------                                      

[***]


<TABLE>
<CAPTION>

<S>      <C>                                    <C>       <C>         <C>
NO.      HOTEL NAME                             CITY      COUNTRY     ROOMS
                                     [***]
</TABLE>


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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.


<PAGE>
                                                               EXHIBIT 10.37
                                                         (Translated from German
                                                                to English)

 
                                                                [logo]   PHILIPS

PHILIPS MIETSYSTEM GmbH

Philips Mietsystem GmbH . P.O. Box 10 02 29 . D-20001 Hamburg    PMG

                              1996 Bonus Agreement

between

     Philips Mietsystem GmbH
     Steindamm 55
     20099 Hamburg
and
     Prodac Prozessdatentechnik GmbH
     Max-Planck-Str. 38
     50858 Cologne

As an incentive for steady cooperation--conclusion of sale and lease back
contracts or brokerage of lease or rent-to-own contracts--it is intended that a
bonus be paid for 1996 based on the following conditions:

Basis:    Purchase value of all leasing or rent-to-own contracts in 1996
          received at PMG from Prodac with lease starting dates which also fall
          within 1996; in the case of contracts focused abroad, [***]% of their
          purchase value shall flow into the bonus calculation.

Scale:    [***]
 
PHILIPS MIETSYSTEM GMBH       Prodac Prozessdatentechnik GmbH
                              [stamp]
                              Prodac Prozessdatentechnik GmbH
                              - Electronicsysteme -
                              Max-Planck-Str. 38 . 50858 Cologne
/S/P. Mager    /s/Authorized signature
P. Mager       G.F.K. [illegible]

Management:       Steindamm 55-59             Leipzig branch
Wilhelm Zeller    20099 Hamburg               Bruhl 76
Paul Mager        Telephone: (040) 284 32-0   04109 Leipzig
                  Fax:  (040) 286 32-299      Telephone:     (0341) 2 11 52 58
                  Telegram:  [illegible]                     (0341) 2 11 52 02
 


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
<TABLE>
<S>                      <C>                         <C>                  <C>
Chairman of the          Hamburgische Landesbank     Fax:                 (0341) 2 11 63 74
Supervisory Board:       (bank wire number           Banking connection:  BW Bank, Leipzig
Karl [illegible]         700 500 00) 306 555                              (bank wire number 960 200 70) 110
                                                                          18004 00
Corporate domicile:
Hamburg
Register Court, Hamburg:  HRB [illegible]
Register Court, Leipzig:  HRB [illegible]
</TABLE>
                                                                 [logo]  PHILIPS

PHILIPS MIETSYSTEM GMBH
- --------------------------------------------------------------------------------

Philips Mietsystem GmbH . P.O. Box 10 02 29 . D-20001 Hamburg    PMG

Side agreement concerning leasing contract no. [handwritten:] 95 02219 157
- ----------------------------------------------                ------------


I.   Financing shall be carried out using the sale and lease back procedure
     (purchase price DM [***] net). The contract shall be focused on partial
     amortization:

     The customer hereby confirms that he is the owner of the products and that
     third-party rights do not exist.  Title shall pass to PMG upon payment of
                           ---                                                
     the invoice amount by PMG (the customer shall document the value by means
     of an original invoice); the products shall remain in the possession of the
     customer.


II.  Notwithstanding (S) 11.2, the purchase price shall be DM [***] net.


III. Ownership and possession situation
     ----------------------------------

     Notwithstanding (S) VIII.3, we hereby grant the customer a right to
     sublease.  The sublessees can be seen under paragraph IV.  Subleasing or
     other third-party use which deviates from paragraph I shall require the
     prior consent of PMG.  (S) 549 par. 1 sentence 2 BGB [German Civil Code]
     shall not apply.  In all cases of subleasing and/or third-party use, the
                          ---                                                
     customer hereby assigns his rights against the third party to PMG
     (particularly his payment claims arising from the sublease contract).

     PMG may take drastic measures against the sublessee in the


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
     event of payment default on the part of the customer in excess of 3 months.
     The customer shall provide a corresponding provision in his sublease
     contract or comparable use document and shall document it for PMG upon
     request.


IV.  The locations of the individual products shall be listed by the customer by
     means of the operator contract and delivery protocols.

     The locations are as follows:

     1.)  [***]
     2.)
     3.)

[stamp]
PRODAC                              Date:  10/25/96
Prozessdatentechnik GmbH
- - Electronicsysteme -               PHILIPS MIETSYSTEM GMBH
Max-Planck-Str. 38 . 50858 Cologne
                                    /s/Authorized signature
/s/Authorized signature
- ----------------------------------
Company stamp and legally binding
signature of the customer

<TABLE>
<S>                      <C>                           <C>              <C>             
Management:              Steindamm 55-59               Leipzig branch 
Wilhelm Zeller           20099 Hamburg                 Bruhl 76       
Paul Mager               Telephone: (040) 284 32-0     04109 Leipzig  
                         Fax:  (040) 286 32-299        Telephone:       (0341) 2 11 52 58
                         Telegram:  [illegible]                         (0341) 2 11 52 02
Chairman of the          Hamburgische Landesbank       Fax:             (0341) 2 11 63 74
Supervisory Board:       (bank wire number             Banking connection:  BW Bank, Leipzig
Karl [illegible]         700 500 00) 306 555                            (bank wire number 960 200 70) 110
                                                                        18004 00
Corporate domicile:
Hamburg
Register Court, Hamburg:  HRB [illegible]
Register Court, Leipzig:  HRB [illegible]
</TABLE>


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
PHILIPS [logo]                                             PHILIPS

PHILIPS MIETSYSTEM GMBH
LEASING CONTRACT NO.:  05 022219 157                           PMG
                                Steindamm 55        Bruhl 76
                                20099 Hamburg       04109 Leipzig
To:
Prodac
Prozessdatentechnik GmbH
Max-Planck-Str. 38
50858 Cologne


(Customer)                                                   (PMG)
- ----------                                                   -----

By jointly signing this document, the parties enter into a leasing contract
concerning the products listed herein.  The leasing terms attached to this
contract shall apply (3rd + 7th pages of the form).  The prevailing statutory
value-added tax shall be added to all of the listed sums.

- --------------------------------------------------------------------------------
Pos. Quantity    Product No./title                                       Use
                                                                        DM/MO.
- --------------------------------------------------------------------------------

1    1         Hotel video communications system

               see also the supplemental terms in the
               side agreement                                           [***]


- --------------------------------------------------------------------------------

One-time costs (payable in addition to    Total sum for the use
the first monthly payment) DM:  -         (payable monthly in           [***]

- --------------------------------------------------------------------------------

Imputed term:  54 months  System: [illegible]  Tentative delivery date: 11/1/96

- --------------------------------------------------------------------------------

Location:      see side agreement

- --------------------------------------------------------------------------------

UNTIL REVOCATION, THE CUSTOMER HEREBY AUTHORIZES PMG TO CHARGE THE COMPENSATION
PAYABLE PURSUANT TO THE LEASE CONTRACT--PLUS THE PREVAILING STATUTORY VALUE-
ADDED TAX--FROM THE ACCOUNT DESIGNATED BELOW.
IN THE ABSENCE OF A DEBIT AUTHORIZATION, WE WILL TAKE THE LIBERTY OF INCREASING
THE USE CHARGE BY DM 7.00.

- --------------------------------------------------------------------------------

Exact name of bank, bank wire number, account number:
Deutsche Bank AG Cologne, bank wire no. 370 700 60, acct. no. 3273109

- --------------------------------------------------------------------------------

[stamp]
PRODAC                              Date:  [illegible]
Prozessdatentechnik GmbH
- - Electronicsysteme -               Philips Mietsystem GmbH


     ---------------------------------------------------------------------
[***]  Confidential treatment requested pursuant to a request for confidential
       treatment filed with the Securities and Exchange Commission. Omitted
       portions have been filed separately with the Commission.
<PAGE>
 
Max-Planck-Str. 38 . 50858 Cologne

Company stamp and legally binding
signature of the customer
                         [footer information]
PHILIPS                                                                 PHILIPS


PHILIPS MIETSYSTEM GMBH

LEASING CONTRACT NO.:  95 02219 097



LEASE TERMS

I.  SUBJECT MATTER OF CONTRACT: 1.  Pursuant to this contract, PMG shall permit
the customer to engage in paid use of the products listed on the front page.

2.  The customer is aware that PMG acquires the products specifically for the
individual contract in order to make them available for use by the customer for
the term of the contract in exchange for payment of monthly compensation.

II.  DELIVERY:  1.  The delivery of the operationally ready products shall be
defined in a delivery protocol, of which the customer shall receive a copy.

2.  The delivery period shall be extended in a reasonable manner, if PMG is
prevented from performing this contract in a timely manner due to strike, lock-
out, Act of God or delivery disruptions with the manufacturer, supplier or
subcontractor.  The customer may terminate the contract if PMG is in default and
does not perform within a reasonable grace period.  Deadline imposition and
notice of termination must be in writing.  If PMG is in default with respect to
a portion of the delivery, and the customer is able to use the other products
independently, the customer shall be solely entitled to a corresponding partial
termination of the contract.

3.  If it is impossible for PMG to perform the contract in whole or in part due
to the reasons stated in section 2, PMG shall be
<PAGE>
 
released from its duty to deliver and the customer shall be released from its
duty to pay.

4.   PMG shall be entitled to make partial deliveries and render partial
services.

5.   As long as the customer is in default with respect to payment of the
monthly compensation or payment on a delivery or service which PMG provided
pursuant to this contract, PMG shall be entitled to withhold deliveries or
services without incurring an obligation to make compensation for any damages
which arise.

III. CONTRACT TERM:  1.  The use relationship shall begin on the date of
delivery of the operationally ready products.  If PMG makes partial deliveries
which can be used by the customer independent of the still outstanding
deliveries, and pro rata compensation can be seen from the contract or delivery
protocol, the use period shall begin separately for each sub-product upon
operationally ready delivery.

2.   The contract is concluded for an indefinite term.

3.   The customer may terminate the use relationship or the individual sub-use
relationships upon notice of 6 months no earlier than the end of the imputed
term.  The imputed term (in months) shall begin at the beginning of contractual
payment.

4.   PMG hereby irrevocably offers the customer the opportunity to rescind the
contract on a mutually agreeable basis in exchange for a compensation payment.
The customer may accept this offer upon declaration notice of 6 months effective
no earlier than the end of the month following the respective beginning of
contractual payment which corresponds to half of the stipulated imputed term--
rounded up to full months.  This offer shall only apply if 40% of the ordinary
operational useful life has been fulfilled.

A settlement payment shall be due upon acceptance of the contract.  It shall be
calculated based on the total of the compensation still outstanding through the
expiration of the imputed term.  Upon acceptance of this offer, the remaining
sum shall accrue interest at the prevailing Bundesbank discount rate at the time
of premature end of the contract.  The sum, plus the prevailing value-added tax,
shall be due without deduction on the date of the premature end of the
contractual relationship.  (In addition, the costs of return pursuant to section
XV shall be due).

In the event of the sale of the products returned to PMG within
<PAGE>
 
90 days, 90% of the net sales proceeds--but not more than the amount of the
compensation payment therefor--shall be credited to the customer.

IV. PAYMENT:  1. The customer shall pay compensation on a monthly basis in
advance starting from the first day of the month following delivery of the
operationally ready products.  The compensation shall not include any fees
payable to the Deutsche Bundespost or other agency.

2.  If the customer defaults on a payment, PMG shall be entitled to charge
interest in the amount of 3% above the respective discount rate of the Deutsche
Bundesbank.

3.  The customer may only assert a right of retention if said right is based on
claims arising from this leasing contract.  He shall be entitled to an offset
against the claims of PMG if PMG has acknowledged the customer's counter claim
or if said counter claim has been established by final judicial determination.


V.  CHANGE IN COMPENSATION:  1.  The monthly compensation may be adjusted
accordingly if the delivery of products pursuant to the agreement takes place
more than 4 months following the conclusion of the contract and the sales prices
for the products charged by the suppliers changes during this period.

2.  If the cost factors which influence the compensation change following
conclusion of the contract, or if the taxes payable in connection with this
contract are changed, revoked or reintroduced, the monthly compensation may be
adjusted in accordance with the changed circumstances.

3.  The adjustment shall be made in writing and shall include communication of
the amount and the point in time from which the change of compensation shall
apply.

4.  If, as a result of the adjustment pursuant to section 2--in relation to the
overall leasing period to date--the compensation increases by more than an
annual average of 5%, the customer shall be entitled to terminate the contract
within a period of 4 weeks following receipt of the written notice of
modification; said termination shall be effective on the date on which the new
compensation would become effective in the absence of termination.  Said
termination right on the part of the customer
<PAGE>
 
shall not exist if new or modified taxes were the reason for the increase of
compensation.

<PAGE>
 
                                                                   EXHIBIT 10.38
                                             (Translated from German to English)

PHILIPS                                                                  PHILIPS

PHILIPS MIETSYSTEM GmbH
LEASING CONTRACT NO.: 05 02219 097                                       PMG
                                                    Steindamm 55  Bruhl 76
                                                    20099 Hamburg  04109 Leipzig

Prodac
Prozessdatentechnik GmbH
Max-Planck-Str. [unclear]
[unclear] Cologne


(Customer)                                                                 (PMG)
- ----------                                                                 -----

By jointly signing this document, the parties enter into a leasing contract
concerning the products listed herein.  The leasing terms attached to this
contract shall apply (3rd + 7th pages of the form).  The prevailing statutory
                     --------------------------------------------------------
value-added tax shall be added to all of the listed sums.
- --------------------------------------------------------

Pos.                    Qty.            Product No./title               Use
                                                                        DM/MO.
                                                                        ------



[illegible]






One-time costs (payable         Total sum for the use 
in addition to first monthly ------- (payable monthly in advance)  [sum unclear]
payment) DM:
- ------------------------------------

Imputed term:  34 months   System: 3.0     Tentative delivery date: [illegible]
- -------------  ---------   -----------     ------------------------------------


Location:    see side agreement
- ---------    ------------------

UNTIL REVOCATION, THE CUSTOMER HEREBY AUTHORIZES PMG TO CHARGE THE COMPENSATION
PAYABLE PURSUANT TO THE LEASE CONTRACT--PLUS THE PREVAILING STATUTORY VALUE-
ADDED TAX--FROM THE ACCOUNT DESIGNATED BELOW.
IN THE ABSENCE OF A DEBIT AUTHORIZATION, WE WILL TAKE THE LIBERTY OF INCREASING
- -------------------------------------------------------------------------------
THE USE CHARGE BY DM 7.00.
- --------------------------

Exact name of bank, bank wire number, account number:
[illegible] AG Cologne, bank wire no. [illegible]
- -------------------------------------------------
[stamp]
Prodac                                                 Date:  [illegible]
Prozessdatentechnik GmbH
- - Electronicsysteme -                               Philips Mietsysteme GmbH

Max-Planck-Str. 38   50858 Cologne
- ----------------------------------
Company stamp and legally binding
signature of the customer
- -------------------------
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                     <C>                             <C> 
Management:                             Steindamm 55-59                 Leipzig branch
Wilhelm [illegible]                     20099 Hamburg                   Bruhl 76
Paul [illegible]                        Telephone: (040) 284 32-0       04109 Leipzig
                                        Fax:  (040) 286 32-299          Telephone:  (0341) 2 11 52 58
Chairman of the Supervisory Board       Telegram:  [illegible]                      (0341) 2 11 52 02
[illegible]                                                             Fax:        (0341) 2 11 63 74
                                                                   
Corporate domicile: [illegible]         Bank connection:                Bank connection:
[illegible]:  HRB [illegible]           Hamburgische Landesbank         BW Bank Leipzig
</TABLE>
<PAGE>
 
PHILIPS                                                                  PHILIPS


PHILIPS MIETSYSTEM GmbH

LEASING CONTRACT NO.:  95 02219 097


Prodac
Prozessdatentechnik GmbH
Max-Planck-Str. 38
50858 Cologne



LEASE TERMS

I.  SUBJECT MATTER OF CONTRACT: 1.  Pursuant to this contract, PMG shall permit
the customer to engage in paid use of the products listed on the front page.

2.  The customer is aware that PMG acquires the products specifically for the
individual contract in order to make them available for use by the customer for
the term of the contract in exchange for payment of monthly compensation.

II. DELIVERY:  1.  The delivery of the operationally ready products shall be
defined in a delivery protocol, of which the customer shall receive a copy.

2.  The delivery period shall be extended in a reasonable manner, if PMG is
prevented from performing this contract in a timely manner due to strike, lock-
out, Act of God or delivery disruptions with the manufacturer, supplier or
subcontractor.  The customer may terminate the contract if PMG is in default and
does not perform within a reasonable grace period.  Deadline imposition and
notice of termination must be in writing.  If PMG is in default with respect to
a portion of the delivery, and the customer is able to use the other products
independently, the customer shall be solely entitled to a corresponding partial
termination of the contract.

3.  If it is impossible for PMG to perform the contract in whole or in part due
to the reasons stated in section 2, PMG shall be released from its duty to
deliver and the customer shall be released from its duty to pay.

4.  PMG shall be entitled to make partial deliveries and render partial
services.

5.  As long as the customer is in default with respect to payment of the monthly
compensation or payment on a delivery or service which PMG provided pursuant to
this contract, PMG shall be entitled to withhold deliveries or services without
incurring an obligation to make compensation
<PAGE>
 
for any damages which arise.

III. CONTRACT TERM:  1.  The use relationship shall begin on the date of
delivery of the operationally ready products.  If PMG makes partial deliveries
which can be used by the customer independent of the still outstanding
deliveries, and pro rata compensation can be seen from the contract or delivery
protocol, the use period shall begin separately for each sub-product upon
operationally ready delivery.

2.   The contract is entered into for an indefinite term.

3.   The customer may terminate the use relationship or the individual sub-use
relationships upon notice of 6 months no earlier than the end of the imputed
term.  The imputed term (in months) shall begin at the beginning of contractual
payment.

4.   PMG hereby irrevocably offers the customer the opportunity to rescind the
contract on a mutually agreeable basis in exchange for a compensation payment.
The customer may accept this offer upon declaration notice of 6 months effective
no earlier than the end of the month following the respective beginning of
contractual payment which corresponds to half of the stipulated imputed term--
rounded up to full months.  This offer shall only apply if 40% of the ordinary
operational useful life has been fulfilled.

A settlement payment shall be due upon acceptance of the contract.  It shall be
calculated based on the total of the compensation still outstanding through the
expiration of the imputed term.  Upon acceptance of this offer, the remaining
sum shall accrue interest at the prevailing Bundesbank discount rate at the time
of premature end of the contract.  The sum, plus the prevailing value-added tax,
shall be due without deduction on the date of the premature end of the
contractual relationship.  (In addition, the costs of return pursuant to section
XV shall be due).

In the event of the sale of the products returned to PMG within 90 days, 90% of
the net sales proceeds--but not more than the amount of the compensation payment
therefor--shall be credited to the customer.

IV.  PAYMENT:  1. The customer shall pay compensation [underlined by hand] on a
                                                                           ----
monthly basis in advance starting from the first day of the month following
- ------------------------                                                   
delivery of the operationally ready products.  The compensation shall not
include any fees payable to the Deutsche Bundespost or other agency.

2.   If the customer defaults on a payment, PMG shall be entitled to charge
interest in the amount of [circled by hand] 3% above the respective [underlined
by hand] discount rate of the Deutsche Bundesbank.
         -------------                            

3.   The customer may only assert a right of retention if said right is based on
claims arising from this leasing contract.  He shall be entitled to an offset
against the claims of PMG if PMG has acknowledged the customer's counter claim
or if said counter claim has been established by final judicial determination.


V.   CHANGE IN COMPENSATION:  1.  The monthly compensation may be adjusted
accordingly if the delivery of products pursuant to the agreement takes place
more than 4 months following the
<PAGE>
 
conclusion of the contract and the sales prices for the products charged by the
suppliers changes during this period.

2.    If the cost factors which influence the compensation change following
conclusion of the contract, or if the taxes payable in connection with this
contract are changed, revoked or reintroduced, the monthly compensation may be
adjusted in accordance with the changed circumstances.

3.    The adjustment shall be made in writing and shall include communication of
the amount and the point in time from which the change of compensation shall
apply.

4.    If, as a result of the adjustment pursuant to section 2--in relation to
the overall leasing period to date--the compensation increases by more than an
annual average of 5%, the customer shall be entitled to terminate the contract
within a period of 4 weeks following receipt of the written notice of
modification; said termination shall be effective on the date on which the new
compensation would become effective in the absence of termination. Said
termination right on the part of the customer shall not exist if new or modified
taxes were the reason for the increase of compensation.

VI.   LIST, DELIVERY:  PMG hereby assumes all transport of the products.  The
customer shall bear the expense of installation.  The customer shall establish
empty pipes, line networks and rooms intended for setting up the products in a
timely manner at its own expense in accordance with the regulations of the
manufacturer or supplier.

VII.  GUARANTEE/ASSIGNMENT OF CLAIMS:  PMG hereby extends to the customer a
guarantee against material and legal defects on the part of the products in such
a manner that it assigns to the customer all claims, particularly guarantee,
remedial measures, guarantee and compensatory damage claims under its contract
with the supplier.  The user hereby accepts said assignment and waives the
assertion of such claims against PMG.

With regard to the product, the customer shall therefore hold claims solely
against the supplier; specifically, the customer shall not be entitled to reduce
or withhold compensation payable to PMG by asserting defects with respect to the
product.

VIII. OWNERSHIP AND POSSESSION:  1. The products shall remain the property of
PMG.

2.    The customer may not move the products or portions thereof [underlined by
hand] to a location other than that stated in the contract without the prior
      ----------------------------------------------------                  
written consent of PMG.  The customer shall cause Philips experts to perform (at
the customer's expense) the transport and installation work necessary in
connection with the change in location.

The foregoing shall not apply to products which are intended for mobile use.  In
this instance, the consent of PMG shall be required if said products are to be
removed from the territory of the Federal Republic of Germany.

3.    The customer [underlined by hand] shall not permit third parties to use
                                        -------------------------------------
the products without the prior written consent of PMG. The customer shall not be
entitled to terminate the (sub)contract if PMG refuses to give its permission.

4.    [underlined by hand] The customer shall keep the products free from
                           ----------------------------------------------
encumbrances of any kind.  The customer shall notify PMG promptly of any third-
- ------------------------                                                      
party seizure of the products and shall provide PMG with all necessary
information.  The customer shall bear the costs in connection with all measures
which are necessary in order to prevent third-party seizure and shall assist PMG
in every way in securing PMG's ownership.

IX.   LIABILITY OF THE CUSTOMER FOR DAMAGE TO THE PRODUCT:

1.    The customer shall treat the products in a careful manner, store them in a
secure manner in order to prevent damage and theft and only use them in
accordance with the intended use.

2.    The customer shall bear the risk of all damage to the products.
[underlined by hand] At the request of PMG, the customer shall enter into
                     ----------------------------------------------------
appropriate insurance contracts and document the conclusion of such contracts.
- ------------------------------------------------------------------------------
<PAGE>
 
3.  In the event of loss, the customer shall, according to his election,
- -   return the affected portions to their contractual condition at his own
    expense,
- -   replace the products with products of equivalent value or replace the
    affected parts, with the replacement parts taking the place of the original
    products.

The occurrence of damage shall not release the customer from his obligation to
pay compensation or from his other contractual obligations.

4.   The customer shall report the loss event to PMG promptly.  He shall
simultaneously report fire, explosion and theft damages to the police
authorities.

X.    LIABILITY OF PMG:  Compensatory damage claims of the customer, regardless
of the type and legal basis, shall be barred [underlined by hand] unless PMG is
                                                                  -------------
charged with intentional conduct or gross negligence, is mandatorily liable on
- ----------------------------------------------------                          
the grounds of the absence of promised characteristics or violates a contractual
duty which is substantial for purposes of achieving the contractual purpose.

XI.   TENDER TO PURCHASE:  1. If the contract is terminated by the customer in a
timely manner or if he accepts the offer of mutually agreeable premature
contractual rescission (III. 4), the customer, at PMG's request, shall be
obligated to purchase the products without any guarantee in the condition in
which they existed at the end of the contract.

2.   The purchase price shall be a monthly payment plus the prevailing value-
added tax and, if applicable, a settlement payment pursuant to section III. 4.

XII.  TERMINATION BY PMG:  PMG may notice regular termination of the (sub-)use
relationship no earlier than the first possible date of mutually agreeable
contractual recession (III. 4) following the respective beginning of contractual
payment; in the event of ordinary termination by PMG, the customer shall have no
obligation to make a compensation payment.

XIII. EXTRAORDINARY TERMINATION:  1. The contract may be terminated without
notice by either party for good cause.

2.    Good cause shall specifically exist for PMG if:

- -     the customer violates the provisions of this contract in a substantial
      manner or continues his [underlined by hand] contractually violative
      conduct or maintains the contractually violative condition despite having
      been warned by PMG;

- -     the customer is in default on his [underlined by hand] payment for more
                                                             ----------------
      than two months;
      ---------------
- -     the asset situation of the customer deteriorates, specifically, if
      insolvency proceedings are opened or forced execution measures are
      introduced against him;
- -     the customer moves his place of business/residence [underlined by hand]
      abroad;
      ------ 
- -     the customer, or an unauthorized third party directed by the customer,
      makes unauthorized [underlined by hand] maintenance or repair work or
                                              --------------------------
      other operations on the products.
<PAGE>
 
3.    If the grounds for termination relate only to a part of the product, and
the other products are usable independently therefrom, the customer shall be
solely entitled to corresponding partial termination.

4.    If the customer ends a portion of the contract, and the products from the
remaining portions of the contract become unusable for the customer as a result
of the return of the products in question, the customer shall not be entitled to
extraordinary termination of the remaining portions of the contract.  The
customer shall be free to accept the respective offer for mutually agreeable
contractual recision in this connection in exchange for a settlement payment.
The same shall apply in the case of the end of an independent contract
concerning products which are related to the products under this contract.

5.    The offer of early mutually agreeable contractual rescission may be
accepted at any time by the heirs of the customer.  Their right to early
termination shall be barred.  In the case of multiple customers, this shall also
apply to the heirs of each individual customer.

XIV.  COMPENSATORY DAMAGES IN THE EVENT OF EXTRAORDINARY TERMINATION:  If the
contract is ended in whole or in part by extraordinary termination declared by
PMG, the customer shall compensate PMG for all damage which is incurred as a
result of or in connection with the early end of the contractual relationship.
Interest accruing on the statement of damages shall be computed at an interest
rate of 3% above the prevailing Bundesbank discount rate at the time of
termination.

XV.   RETURN OF THE PRODUCTS:  1. The customer shall return the products to PMG
in an orderly condition at his own expense.  The customer shall order
disassembly by Philips experts at his own expense.

2.    If the customer uses a product after expiration of his right to do so, he
shall--without prejudice to further claims--owe a sum in the amount of the
monthly compensation for each month of use which is started.

XVI.  DATA CONFIDENTIALITY PROTECTION:  THE PERSONAL DATA OF THE CUSTOMER
OBTAINED IN CONNECTION WITH THE BUSINESS RELATIONSHIP SHALL BE PROCESSED AT PMG
OR THE ENTERPRISES AFFILIATED THEREWITH IN COMPLIANCE WITH THE STATUTORY
PROVISIONS.

XVII. FINAL PROVISIONS:  1. PMG shall have the right to delegate to third
parties the performance of the contractual duties which it owes to the customer,
specifically the transport of the products.

2.    Ancillary agreements, modifications and/or addenda to the contract,
termination declarations etc., must be in writing in order to be effective.  The
formal requirements may only be waived by written agreement.

3.    If one of the foregoing provisions is or should become invalid--regardless
of the legal
<PAGE>
 
ground--the validity of the remaining provisions shall not be affected thereby.

4.    The place of venue shall be Hamburg, if the customer is a statutory
"merchant," a legal entity organized under public law or a public law special
fund.

5.    The law of the Federal Republic of Germany shall apply.

<PAGE>
                                                                   EXHIBIT 10.39
                                             (Translated from German to English)

                                                                        Original
                                                                        --------


                        FRAMEWORK DISTRIBUTOR CONTRACT


Between             Dorint Aktiengesellschaft
                    Kaldenkirchener Strasse 2
                    41063 Monchengladbach

for the             Dorint Hotels listed in the appendix to this contract

                    hereinafter referred to as "Hotel"

and                 Prodac GmbH
                    Max-Planck-Str. 38
                    50858 Cologne

                    hereinafter referred to as "Prodac"


                               (S) 1 BASIC ITEMS

This framework contract shall govern the collaboration of the contracting
parties in connection with Prodac's equipping Dorint Hotels with trend-setting
audio-visual information, entertainment and communications technology.

Prodac hereby guarantees the highest quality standard with regard to the
equipment features and the implementation of the outfitting.

Prodac shall install a hotel video communications system for four paid channels
in the Hotel at no charge.

For this purpose, a device shall be installed in each TV set, by means of which
the hotel guests can choose between the free general television programs which
are offered and the pay programs and can also use the in-house information and
communications system.

In addition, Prodac shall provide the Hotel with the following:

*    remote controls suitable for hotels, with individual buttons for TV, Pay-
     TV, information, radio, check-out/message, etc.
*    four central radio channels for radio reception through the televisions
*    check-out/message system with personal welcome, View Bill, message, Express
     Checkout
*    multi-lingual info menus for targeted and rapid access (via the television
     remote control) to the function desired by the guest (for example, View
     Bill local flight information,


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<PAGE>
 
     stock exchange), including software for the generation of hotel infotext
     pages
*    CD1 player with up to 30 pictures with text and music--excellent pictorial
     information for the guests concerning the advantages of Dorint and a sales-
     promoting medium for the Hotels (initial creation at no cost to the Hotel
     in the case of use of the "Hotel Text" system)
*    video text of television programs and a comprehensive information
     opportunity for the guests (for example, news, health service, weather,
     road conditions)
*    long-distance data transmission modem for monitoring the overall system.

The Hotel shall provide a place for the lockable video center, which shall be
capable of being locked, if possible, and shall be dust-free and cool, in order
that long-term disruption-free operation can be guaranteed. In addition, a 220-
volt connection and an antenna connection socket is necessary in this room and
must be provided at the site.

The feeding of paid programs into the existing antenna system shall be performed
by Prodac. A prerequisite to the operation of the Prodac system is an impeccably
functioning community antenna system in accordance with the prevailing postal
provisions and, in particular, an impeccable high-frequency line network in all
rooms. Prodac shall notify the Hotel and Dorint headquarters of any necessary
repairs or modifications to the antenna system following the technical hotel
check which shall be conducted by Prodac at no charge.

The following shall apply with regard to the assumption of "antenna" costs:

a)   for existing buildings;
     in the case of an otherwise impeccable antenna, Prodac shall bear the costs
     of Pay-TV modification of the antenna system;

b)   for new construction;
     an early/timely coordination shall take place between the erector of the
     antenna equipment and Prodac. If documented additional costs arise, they
     shall be borne by Prodac upon prior written coordination with the
     principal.

In general, any costs which will be incurred by the Hotel as a result of
eliminating antenna defects shall be submitted to the Hotel and Dorint
headquarters for decision by Prodac.

With regard to the assumption of "Radio" costs, the following shall apply: In
the case of new construction, the investor shall assume DM [***].

The Hotel hereby guarantees impeccable reception of all television programs in
the rooms. It is hereby agreed that lodging opportunities, parking places,
service telephones and personnel catering shall, upon consultation with the
Hotel, be made available to the employees of Prodac to the extent necessary for
the duration of the installation and any repair work.


                              (S) 2 VIDEO PROGRAM


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<PAGE>
 
Prodac shall provide the Hotel with a monthly film program. Selection shall be
made by Prodac. The feature film titles shall be updated constantly and shall,
as a rule, be presented in the Hotel prior to the TV broadcast thereof. The top
titles shall be presented in the Hotels shortly after video license clearance.
In the case of the use of HC erotic films, each Hotel shall have a right of
intervention up to 4 weeks prior to the beginning of installation. Following
intervention by the Hotel, Prodac shall use CV erotic films.

Prodac currently offers the following programs:

Channel 1
- ---------
A German-language feature film program.

Channel 2
- ---------
Erotic films in German/English language.

Channel 3
- ---------
An English-language feature film program.

Channel 4
- ---------
Erotic films in German/English language.

The program package shall be changed monthly. The films shall be returned
monthly.

The Hotel shall charge the guest the fee of DM [***] per night of lodging (time
period: 12:00 p.m. to 12:00 p.m.) for tuning in to all of the paid channels.
Price adjustments shall be made in consultation with the Hotel.

The programs supplied by Prodac shall be broadcast in all rooms of the Hotel.
The Hotel expressly promises that the programs shall not be broadcast beyond the
Hotel property and shall not be made accessible to any receiver who is not a
guest or user of the Hotel system. Specifically, the Hotel shall ensure that the
Prodac programs cannot be received in areas which are connected to the Hotel
antenna network but are not part of the Hotel.

In addition, the Hotel shall ensure that the videocassettes delivered to the
Hotel cannot be used by third parties for non-contractual purposes. The Hotel
further promises that it shall use its best efforts to protect the
videocassettes against unauthorized use, as well as unauthorized utilization
and/or commercial exploitation.

If Prodac proves that the Hotel has delivered videocassettes from the program
supplied by Prodac to a third party which does not have a contractual
relationship with Prodac or proves that a third party affiliated with the Hotel
has effected such a delivery or that a film is being, or has been, used in the
Hotel following the expiration of the stipulated use period, Prodac shall be
entitled to demand that the Hotel pay a contractual penalty in the amount of 
DM [***], payable independent of fault for each ascertained case of contractual
breach, or terminate the contract without notice--to the extent even possible in
light of the passage of time. In the case of contract

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<PAGE>
 
termination for the aforementioned or other reasons, as well as the case of
expiration of the stipulated use period, the Hotel shall be obligated to return
to Prodac within a period of 14 days all cassettes entrusted to the Hotel on the
basis of this agreement. If the Hotel fails to comply with this obligation in a
timely manner, it shall be obligated to pay Prodac a contractual penalty in the
amount of DM 10.00 per cassette for each day by which the deadline is exceeded.
Further compensatory damages shall be barred.


                            (S) 3 TERM/TERMINATION

This contract is concluded for a period of 7 years. The contracts with the
individual hotels shall begin upon Prodac's delivery (date of the delivery
protocol) of the operationally-ready system. After the contract expires, it
shall be extended by consecutive one-year terms, unless it is terminated upon
notice of 6 months effective on the expiration date. If new TV sets are used,
the contract shall be extended by an additional 7 years starting from the time
at which the new sets are used.

The Hotel may terminate the contract upon notice of 6 months, if Prodac is shown
to have failed to provide the services provided or failed to provide such
services in full.

In addition, the Hotel may terminate the contract upon notice of 6 months if an
appropriate building, which had not yet been intended for installation pursuant
to the framework contract, has later been equipped by Prodac in lieu of the
terminated building.

In all other cases, termination on the basis of the investment and cost
statement shall be possible in consultation with Prodac in the spirit of a
partnership relationship.

In the event that the lease contract for the Hotel ends prior to the term of
this contract, Prodac may demand an installation in another Dorint Hotel for the
residual contract term (complete calendar years) if an appropriate Dorint Hotel
is available.

If Prodac is unable to use up-to-date technology ((S) 8), Prodac hereby grants
Dorint AG a right of extraordinary termination of the framework contract upon
compliance with a notice period of 6 months.

Prodac and the Hotel shall be entitled to transfer their rights arising from
this contract to third parties.


                                (S) 4 PROCEDURE

Prodac shall provide the Hotel with VHS program cassettes and/or encoded
composite signals from cable or satellite transmission intended solely for
broadcast in connection with the hotel television programs.

4.1
The programs are protected by copyright. Any use of the programs other than that
intended is
<PAGE>
 
prohibited. The play permit shall be limited to the contractual broadcast of the
programs in the Hotel. Prodac expressly promises that it holds the rights to the
programs offered for contractual use and that no obligations or costs arising
from potential claims of third parties may be incurred by the Hotel. Prodac
hereby releases the Hotel from copyright claims of third parties. At the request
of the Hotel, Prodac shall document the licensing of the rights by means of
appropriate declarations of the licensor.

4.2
If necessary, Prodac shall obtain the "certificate of non-objection" required
for operation of hotel video television pursuant to the resolution of German
state broadcasting departments. Prodac shall also obtain the postal permit for
the Prodac system.

4.3
Any fees arising in connection with the postal system or GEMA [Association for
Musical Performance and Mechanical Duplication Rights] shall be paid by Prodac.
(Exception: GEMA for CDI).


                           (S) 5 RETENTION OF TITLE

The Hotel shall acquire no ownership rights in the components provided by
Prodac. The Hotel hereby promises to promptly report to Prodac in writing any
encroachment upon Prodac's ownership right.


                               (S) 6 EXCLUSIVITY

During the term of this agreement, the Hotel shall offer no other commercial
programs which are in direct competition with the Pay-TV system.


                                (S) 7 OPERATION

A permanent Pay-TV operation is necessary to finance and maintain the video
communications system. The Pay-TV operation shall be commenced if Prodac's scope
of supply is complete.

The firm of Prodac shall retain the right to finance the video communications
system through third parties (leasing contract, investment credit, etc.). In
such a case, the claims arising from operator revenues shall be assigned
(financing source: see delivery protocol).

Measures which disrupt the operation of the system in whole or in part shall be
reported to Prodac in writing in a timely manner (renovation work in the Hotel,
for example).

The Hotel hereby promises to offer the program supplied by Prodac according to
the Prodac program scheme and as set forth in (S) 2 and promises to switch the
film cassettes according to the program plan. Quality defects which arise with
respect to the videocassettes must be promptly reported to Prodac, in order that
a replacement can be delivered. Moreover, the Hotel shall place in every room
the informational material which Prodac provides with reference to the hotel
<PAGE>
 
television program and shall change said informational material on a monthly
basis.

                               (S) 8 MAINTENANCE

Prodac hereby guarantees the use of up-to-date technology and promises to keep
the software for the system up-to-date on a regular basis.

Prodac shall be responsible for the maintenance and repair of the Prodac system.
The equipment shall be maintained, cleaned and/or refurbished at periodic
intervals. Various activities in this connection may also be performed in the
Hotel.

In this connection, the Hotel shall make it possible for the service technicians
to switch and clean the equipment and shall, by agreement with the Hotel,
provide the employees of Prodac with lodging opportunities, parking places,
service telephones and catering at no charge for the duration of the work.

When the system is placed in operation, the Hotel shall receive instructions and
an operations manual from Prodac. In the case of disruptions, it shall be
necessary to proceed according thereto. In the event that it is not possible to
remedy the disruption, the Hotel must contact Prodac promptly in order to
eliminate the disruption; Prodac shall then ensure repairs and/or replacement.
Maintenance and repair work shall be without charge to the Hotel.

Prodac shall equip all replacement TV sets in the Hotel with the fee recording
unit--likewise at no charge.

In order to optimize impeccable operation, the Prodac system shall be monitored
by Prodac by means of long-distance data transmission. For this purpose, the
Hotel shall provide a separate telephone line or extension at no charge. Said
line or extension shall be located in the same room as the video rack.


                                (S) 9 INSURANCE

The devices made available by Prodac and the films which are to be used shall be
insured by Prodac.


                                (S) 10 BILLING

The Hotel shall bill the guests for tuning in to the paid programming on the
basis of the record printouts from the central computer. Connections to the
program shall be billed by the Hotel only once within a period of 24 hours--from
12:00 p.m. to 12:00 p.m. on the following day.

Settlement with Prodac shall begin when the system is placed in operation. As
noted on the billing coupon, billing is executed in the name of and for the
account of Prodac.

For up to [***] connections per room/per month, the Hotel shall receive [***]%
of the Pay-TV

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<PAGE>
 
revenues (according to the computer printout) as compensation for expenses.

Starting at [***] connections per room, the Hotel shall receive [***] % of the
Pay-TV revenues (according to the computer printout) as compensation for
expenses.

Starting at [***] connections per room, the Hotel shall receive [***] % of
the Pay-TV revenues (according to the computer printout) as compensation for
expenses.

Starting at [***] connections per room, the Hotel shall receive [***] % of
the Pay-TV revenues (according to the computer printout) as compensation for
expenses.

For licensing reasons (Prodac is the presenter), it shall not be possible to
offset the Hotel commission against the revenues.

Cancellations for which Prodac is clearly responsible may be deducted. If the
Hotel incurs a bad debt on video revenues from the Hotel guest, Prodac shall
acknowledge said cancellation if subsequent demands on the part of the Hotel
have been unsuccessful. At the request of Prodac, the Hotel shall declare its
willingness to document bad debts using records from financial bookkeeping. The
cancellations must be documented for Prodac, i.e., explained in detail. All
cancellations for the preceding month shall be submitted to Prodac by fax for
the purpose of examination and settlement by the 5th of the following month.

Prodac transfers the current 15% VAT to the Cologne Tax Office from the gross
revenues received from the guests. Prodac must receive 100% of the Pay-TV
revenues by deposit-only check by the 10th of the month. A credit in the amount
of the compensation for expenses shall be sent to the Hotel immediately.

It is hereby agreed that the Hotel shall retain no other sums from Pay-TV
revenues or offset any other sums against Pay-TV revenues.


                           (S) 11 COMPUTER COUPLING

Prodac shall place the interface line on the Hotel computer. Any software and/or
hardware modifications or expansions in the Hotel computer shall be charged to
the Hotel.

The basis for the interface coupling shall be the Prodac interface protocol. In
the event of a time delay resulting from interface coupling, Pay-TV operation
shall remain unaffected.

In the case of Hotels which receive a new installation of Fidelio software, the
Hotel shall bear the Fidelio costs. In already existing Fidelio installations,
Prodac shall assume the costs of the Fidelio interface software and
installation.


                            (S) 12 FINAL PROVISIONS

Unless otherwise provided under this agreement, the statutory provisions
(particularly (S) 598 ff.

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      portions have been filed separately with the Commission.
<PAGE>
 
BGB [German Civil Code] shall have supplemental application. In the event that a
provision of this contract is legally invalid, the entire contract shall not be
void. The provision in question shall be replaced by a provision which at least
comes as close as possible to the desired economic effect in a legally valid
manner.

To the extent permissible by law, it is hereby agreed that Cologne shall be the
place of venue for any disputes arising from this agreement.

Monchengladbach, 4/20/94           Cologne, May 5, 1994

                                   Prodac GmbH
- - Legally valid signature -        - Legally valid signature -
                                   /S/ Heinz Wirt
/S/ Burger    /S/Bierwirth
BURGER           BIERWIRTH             HEINZ WIRT


DORINT                             PRODAC
AKTIENGESELLSCHAFT                 PROZESSDATENTECHNIC GmbH
Kaldenkirchener Str. 2             - Electronicsysteme -
41063 Monchengladbach              Max-Planck-Str. 38 . 50858 Cologne
Company stamp                      - Company stamp-
<PAGE>
 
                                                                        Appendix
                                       (to the framework contract) dated 4/20/94
                                                                   -------------

                       HOTELS TO BE EQUIPPED BY PRODAC:

EXISTING BUILDINGS
- ------------------

[***]
 
New construction                                    Planned opening
- --------------------------                      
                                                           [***]
[***]

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      treatment filed with the Securities and Exchange Commission. Omitted
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<PAGE>
 
Due to additional costs which are necessary as a result of the Prodac system but
which are not approved by Dorint, the number of buildings may change.

For hotels which are run as management operations (for example, Nurburgring,
Gera, etc.), the introduction of a Prodac system may be rejected in individual
cases without citing grounds therefor; this, however, may be done not later than
8 weeks prior to the beginning of installation. Otherwise, the decision in favor
of an installation shall rest with the owners of the management operations.

Notwithstanding the foregoing, a maximum of 2 hotels may be deleted from the
list of hotels to be equipped without citing grounds therefor; however, this may
be done not later than 8 weeks prior to the beginning of installation.

<PAGE>
                                                               EXHIBIT 10.40
                                                         (Translated from German
                                                                to English)
 
                         FRAMEWORK OPERATOR AGREEMENT
 
between                      Novotel Hotelbetriebs GmbH
                             Ungsteinerstrasse 33
                             81539 Munich

 
for                          all Novotels in Germany
                             pursuant to Annex
 
                             hereinafter referred to as "Hotel"
 
and                          Prodac GmbH
                             Max-Planck-Strasse 38
                             50858 Cologne
 
                             hereinafter referred to as "Prodac"


                              (S) 1 FUNDAMENTALS

This agreement governs the cooperation of the parties to the agreement for the
equipping of the Hotel with up-to-date audiovisual information and entertainment
technology.

The parties to the agreement assume a relationship based on trust. Prodac shall
provide continuous information concerning the most recent state of the art.

Prodac shall install in the Hotel without charge a hotel video communication
system for paid channels.

For this Prodac shall install in each guest room in the television set a fee
recording unit by means of which the hotel guest can choose among the free
general television channels offered and the paid channels.

Within the framework of the operator agreement Prodac shall deliver or install
the following components per Hotel:

- -    A pay-TV center in 8-player operation for the transmission of 8 top films
     per day
- -    A radio center to receive and convert 3 channels
- -    A personal welcome
- -    Message transmission
- -    Billing view
- -    Quick check out
- -    Multilingual system - German, English
- -    VT infochannel for airline data, stock exchange, restaurant, leisure
     offerings, etc.
- -    Hotel channel for hotel and/or city film (the Hotel provides the film)
- -    Childproofing through password and through reception
- -    Guest-controlled remote controls
- -    Separate statement for the hotel guest
- -    Monthly changing movie program


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<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 2

- -    1 TV set for the Hotel lobby
- -    Video games (see Annex to the agreement)
- -    Feed of a children's TV channel (if receivable at the location)

Moreover, Prodac provides
- -    Advertising (see Annex)

The valid proof of the components delivered is the acceptance protocol.

                              (S) 2 VIDEO PROGRAM

Prodac shall offer Novotel the following programs:

Channel 1
2 German-language feature films

Channel 2
2 erotic films in the German/English language, Hard-Core Non-Stop

Channel 3
2 English/French language feature films

Channel 4
2 erotic films in the German/English language, Hard-Core Non-Stop

The program package shall be changed monthly. The return shipment of the movies
shall take place quarterly by mail only. For each unreturned cassette, Prodac
shall charge DM10.00. Alternatively, the Hotel shall pledge delivery of a
written oath to destroy the cassettes.

The Hotel shall bill the guests according to the printout of the central
computer for connection to all paid channels at DM[***]. Within a period of 24
hours, beginning at 12 noon through 12 noon of the next day, the connections to
the program of the Hotel shall be calculated only once. Prodac reserves the
right to adapt the fee to current costs.

If the Hotel should rent to minors/children guest rooms in which video films not
authorized for children are accessible through the Prodac program to, the Hotel
is obligated to block access in the relevant guest rooms.

The video channels may be partially or completely blocked by the video center
for each guest room so that children cannot tune into the video program.

The films delivered by Prodac shall be broadcast in all guest rooms of the
Hotel. The Hotel expressly guarantees that the programs shall not be broadcast
beyond the boundaries of the Hotel grounds and shall not be made accessible to
any recipient who is not a guest or user of the Hotel establishment.
Specifically, the Hotel guarantees that the Prodac programs cannot be received
in areas which are connected to the antenna network of the Hotel and do not
belong to the Hotel.



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<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 3

The Hotel must likewise ensure that the video cassettes delivered to the Hotel
cannot be used by third parties for purposes outside the scope of the agreement.
The Hotel further ensures that it shall make its best efforts to protect the
video cassettes against unauthorized use as well as unauthorized exploitation
and/or commercial use.

If Prodac has evidence that the Hotel has delivered video cassettes, from the
program delivered by Prodac, to a third party which is not contractually bound
to Prodac, or that a third party associated with the Hotel has caused such a
delivery, or that after expiration of the period of exploitation agreed to, a
film is being used or has been further used in the Hotel, Prodac is entitled to
demand a contractual penalty independent of monies owed in the amount of
DM10,000.00 for each case of a breach of contract discovered or - if still
possible in light of the time lapsed - to terminate the agreement without
advance notice.

                          (S) 3 DURATION/TERMINATION

The agreement takes effect on the date signed. It ends on October 1, 2001,
without requiring any special notice of termination from Novotel.

The parties shall meet 6 months before expiration of the agreement to discuss
the conditions of extending or renewing the agreement.

Prodac is entitled to finance the entire delivery through a leasing agreement
with Philips Mietsystem GmbH (hereinafter referred to as PMG) and likewise, to
assign the rights from this operator agreement, in particular to transfer the
sales from the pay TV operation to PMG by assignment.

The company Prodac is entitled to assign its rights from this agreement to third
parties.

                                 (S) 4 COURSE

Prodac shall make available to the Hotel VHS program cassettes and/or scrambled
total transfers of signals from cable broadcasting or direct satellite
broadcast, which are intended exclusively for broadcast within the framework of
the Hotel TV program.

The programs are copyright protected. Any use of the programs other than that
specified is prohibited. The playback permit is restricted to the contractual
broadcast of the programs in the Hotel. The company Prodac expressly ensures
that it owns the rights in the programs offered for the use according to the
contract and that the Hotel can incur no obligations and costs from the claims
of any third parties. Prodac exempts the Hotel from copyright claims of third
parties. Prodac shall provide the Hotel, upon request of the same, evidence of
the licensing of the rights through appropriate declarations of the licensors.

Any GEMA [German music rights organization] fees for the broadcasts of the
feature film videos with background music in the Hotel are handled by Prodac.
The contractual and payment agreement must in any event be concluded directly
between GEMA and Prodac.
<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 4

                           (S) 5 RETENTION OF TITLE

The Hotel acquires no ownership rights in the components provided by Prodac. The
Hotel pledges to inform Prodac immediately of any infringements on Prodac's
title.

                               (S) 6 EXCLUSIVITY

During the period of this agreement, the Hotel shall offer no other commercial
programs which are in direct competition with the pay-TV system.

                                (S) 7 OPERATION

For the video center, the Hotel makes available an area which is lockable,
dustfree, and cool so that trouble-free continuous operation may be guaranteed.
Likewise, a 220 volt connection and an antenna connection must be provided in
this area and must be built in.

The feed of the pay programs into the existing antenna system is carried out by
Prodac. A prerequisite for the operation of the Prodac system is a properly
functioning master antenna television system according to the current postal
stipulations and in particular a problem-free HF network.

Any necessary repairs or modifications to the antenna system shall be indicated
to the Hotel by Prodac and performed according to agreement or upon request of
the Hotel at the expense of the Hotel.

The Hotel guarantees problem-free reception of all television channels in all
guest rooms. It is agreed that employees of Prodac shall be provided, for the
duration of the installation and any repairs under contract with the Hotel, with
free lodging, parking, service telephone calls, and meals.

For the financing and maintenance of the video communications system, a
permanent pay-TV operation is essential. The pay-TV operation is taken over when
the full delivery by Prodac is complete.

Measures which completely or partially disrupt the operation of the system must
be reported in a timely manner to Prodac (e.g., renovation measures in the
Hotel). The Hotel is obligated to check the daily billing and to inform Prodac
immediately in writing by fax in the event of malfunctions of a technical
nature.

The Hotel pledges to offer the program delivered by Prodac according to the
Prodac program schedule and according to (S) 2, and to change the film cassettes
according to the program schedule. Any defects in the quality of the feature
film programs must be reported immediately to Prodac so that a replacement can
be delivered immediately. Moreover, the Hotel shall display the information
material provided by Prodac in reference to the Hotel video program in each
room, and shall change it on a monthly basis. If, after installation of the
system, the Hotel acquires new additional channels, pay-TV operation undisrupted
by this is the responsibility of the Hotel.
<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 5

                               (S) 8 MAINTENANCE

Prodac is responsible for the maintenance and repair of the Prodac system. The
systems shall be maintained or cleaned and overhauled at periodic intervals.
Various activities for this may even take place in the Hotel.

The Hotel shall enable the service technicians to carry out the replacement and
cleaning of the systems and provide Prodac employees lodging, parking, service
telephone calls, and meals free of charge for the duration of the work, per
agreement with the Hotel.

At the time of commissioning of the system, the Hotel shall receive instructions
from Prodac. They must be followed in the event of malfunctions. If it is
impossible to remedy the malfunction, the Hotel must contact Prodac without
delay for elimination of the malfunction. Prodac shall then take care of repairs
or replacement.

Maintenance and repair work on the system are free of charge to the Hotel.
Service and maintenance costs for the TV sets as well as the remote controls are
the responsibility of the Hotel.

Prodac shall also equip all replacement TV sets located within the Hotel with a
fee recording unit at no charge.

If, during the period of the agreement, TV sets are replaced by the Hotel or new
sets purchased, compatibility of the boards must be taken into account.
Deviations from the existing TV sets must be agreed to with Prodac.

The Prodac system shall be monitored for optimization of trouble-free operation
by Prodac by means of remote data transmission. For this, the Hotel shall
provide at no charge a separate telephone connection or a direct-access exchange
for free access, either of which must be located in the same room as the video
rack.

                                (S) 9 INSURANCE

The equipment provided by Prodac as well as the films to be provided are insured
by Prodac.

However, this insurance does not cover the following occurrences of damage:

- -    Damage caused intentionally or by gross negligence

- -    Damage for which compensation may be claimed from liability insurance

- -    Water vapor or acid vapor which result from the nature of the operation

- -    Earthquakes

- -    Nuclear energy

- -    Incidents of war of any nature, civil war or internal unrest.
<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 6

                   (S) 10 SETTLEMENT OF ACCOUNTS WITH PRODAC

Settlement of accounts with Prodac begins upon commissioning of the system. As
noted on the printed pay-TV documents, billing is handled in the name of and to
the account of Prodac.

The Hotel shall receive expense reimbursement (including the legal value-added
tax) based on the following scale:

- -    up to 2.5 connections per room per month - [***]% of the actual net
     proceeds per the computer printout, and

- -    more than 2.5 connections per room per month - [***]% of the actual net
     proceeds per the computer printout, minus cancellations.

This expense reimbursement is paid to the Hotel for the following activities:
- -    Handling of collections for Prodac
- -    Handling of the daily and monthly accounting
- -    Checking the error listing and archiving the service reports
- -    Handling of minor service tasks such as replacement of the video player,
     replacement of the modulator, and changing the color tape with telephone
     instruction from Prodac.

If the settlement procedure is handled by direct bank debit authorization, the
commission rate is increased by 2%.

Only those cancellations for which Prodac is clearly responsible may be
deducted. These cancellations must be documented to Prodac, i.e., justified in
detail. Any cancellations must be reported to Prodac for verification by the
10th of the month for the preceding month. For this, the printed pay-TV receipt
as well as cancellation report completely filled in by the guest are essential.

Prodac shall pay the valid VAT from the gross proceeds obtained from the guest
to the tax office in Cologne. Prodac must receive 100% of the pay-TV proceeds as
well as the filled-out settlement form no later than the 10th of the month. The
Hotel shall immediately be sent a credit notice in the amount of the expense
reimbursement. The expense reimbursement shall be transferred to the following
bank account:
 
Owner of the account         ...............................
(Name and address)           ...............................
                             ...............................
 
Credit institution:          ...............................
(Name and address)           ...............................
                             ...............................
 
Account number:              ...............................
 
Bank wire number             ...............................


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<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                         Page 7

This payment transaction must be handled in this manner for tax purposes. It is
hereby agreed that the Hotel shall withhold no other sums or make offsets.

                             (S) 11 COMPUTER LINK

Prodac makes the interface connection to the hotel computer. Any software and/or
hardware changes or expansions of the hotel computer are at the expense of the
Hotel.
The basis for the interface link is the Prodac interface protocol. If a
connection is impossible due to external control (Hotel electronic data
processing), Prodac can provide no warranty for this. In the event of a time
delay due to the interface link, pay-TV operation must not be affected.

                            (S) 12 FINAL PROVISIONS

Unless otherwise indicated in this agreement, the provisions of the law also
apply (in particular (S) 598 ff of the BGB [German Civil Code]). If a provision
of this agreement is legally inoperable, the entire agreement shall not become
void. The provision in question is replaced by the legally valid arrangement
which most nearly approaches the desired economic effect.

The legal venue for possible disputes arising from this agreement is agreed to
be Cologne, to the extent legally permissible.
 
Dusseldorf, October 10, 1996             Cologne, October 10, 1
 ............................             Prodac GmbH
/s/ J. Klein                             /s/ Heinz Wirt
 
J. KLEIN                                 HEINZ WIRT
- - Printed Name -                         - Printed Name -
 
NOVOTEL Hotel-Betriebs GmbH              Prodac
Ungsteinerstrasse 33                     Prozessdatentechnik GmbH
81539 Munich                             - Electronic Systems -
- - Company stamp -                        Max-Planck-Strasse 38, 50858 Cologne
                                         - Company stamp -
<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 8

          DIRECT BANK DEBIT AUTHORIZATION FOR THE OPERATOR AGREEMENT

              FOR DEBITING OF PAYMENTS BY MEANS OF DEBIT NOTICES

The company Prodac Prozessdatentechnik GmbH of Cologne hereby revocably
authorizes, as of the date the agreement takes effect, the taking of debits when
payable (10th of the month) based on the pay TV operation of the following party
to the agreement from the current account indicated below.

If the account does not have the necessary funds, the institution handling the
account has no obligation for payment. Partial payments are not made in the
direct debit procedure.

 
 
Owner of the account         ...............................
(Name and address)           ...............................
                             ...............................
 
Credit institution:          ...............................
(Name and address)           ...............................
                             ...............................
  
Account number:              ...............................
 
Bank code:                   ...............................
 
 
 
 
Place, Date:                 ...............................
 
 
 
 
 
Legally authorized signature ...............................
and company stamp
<PAGE>
 
FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY                          Page 9

ANNEX TO THE FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY

<TABLE>
<CAPTION>
Location                                            Number of rooms
- --------                                            ---------------
<S>                                                 <C>
                           [***]
</TABLE>

This Annex is an integral part of the agreement.



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       portions have been filed separately with the Commission.

<PAGE>
 
           ANNEX TO THE FRAMEWORK OPERATOR AGREEMENT NOVOTEL GERMANY
 
 
between                      Novotel Hotelbetriebs GmbH
                             Ungsteinerstrasse 33
                             81539 Munich
 
for                          all Novotels in Germany
                             pursuant to Annex
 
                             hereinafter referred to as "Hotel"
 
and                          Prodac GmbH
                             Max-Planck-Strasse 38
                             50858 Cologne

Prodac shall initially equip the Cologne-West Novotel with games by mid-1997 as
a test hotel to gather information concerning the mutual advantage. The number
of game devices, the mode of accounting, the handling of the game devices in the
Hotel, and the sharing of the proceeds from this test shall be mutually agreed
to with Novotel by the end of 1996. The test period shall be 4 months.

The information gained from the test shall be the basis of further action which
Prodac shall coordinate with Novotel.

Novotel shall permit Prodac to show Novotel-specific advertising via the TV sets
in all hotels included in this agreement. Novotel shall receive no share of the
advertising proceeds. The two parties shall agree on the concept by the end of
1996.

This Annex to the Agreement does not affect the other contractual agreements.
 
 
Dusseldorf, October 10, 1996                Cologne, October 10, 1996
 ............................                Prodac GmbH
/s/ J. Klein                                /s/ Heinz Wirt
 
J. KLEIN                                    HEINZ WIRT
- - Printed Name -                            - Printed Name -
 
NOVOTEL Deutschland GmbH                    Prodac
Ungsteinerstrasse 33                         Prozessdatentechnik GmbH
81539 Munich                                - Electronic Systems -
- - Company stamp -                           Max-Planck-Strasse 38, 50858 Cologne
                                            - Company stamp -

<PAGE>
                                                                   EXHIBIT 10.41
                                             (Translated from German to English)

                                                                        Original
                                                                        --------

                        FRAMEWORK DISTRIBUTOR CONTRACT

between                  Maritim Hotelgesellschaft mbH
                         Herforder Str. 2
                         32105 Bad Salzuflen,

                         hereinafter referred to as "Hotel,"

and                      Prodac GmbH
                         Max-Planck-Str. 38
                         50858 Cologne

                         hereinafter referred to as "Prodac."

This framework contract shall govern the collaboration of the contracting
parties in connection with equipping Maritim Hotels with up-to-date audio-visual
information and entertainment technology.

As set forth in appendix 1, Prodac shall install a hotel video communications
system for paid programs at no charge in all of the existing rooms of the
Maritim chain, with the possibility of expansion to the VIDEOQUEST system for
all hotel rooms if the Hotel so desires. There shall be no charge to the Hotel
for the installation of the VIDEOQUEST system.

In this connection, Prodac shall install a fee recording unit in the television
set in every room, by means of which the hotel guest can choose between the
general free television programs which are offered and the paid programs.

For all hotel rooms equipped with a Prodac system, Prodac shall equip the TV
sets with diagonal screens of 45 cm, 55 cm and--in the suites--71 cm at no
charge. In addition, Prodac shall give the sum of DM [***] plus VAT, for the
return of each existing TV set.

In addition, Prodac shall provide the following:

     -  hotel channel for hotel or city film
     -  hotel information channel
     -  message/information sign
     -  general greeting page
     -  radio broadcast via the TV set (4 channels with blank screen)
     -  video text for all TV sets

The Hotel shall provide a place for the Video Central which is capable of being
locked, dust-free and cool, in order that disruption-free long-term operation
can be guaranteed. In addition, a 220-volt connection and an antenna socket is
necessary in this room and must be provided at the site.


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      portions have been filed separately with the Commission.
<PAGE>
 
[Header:Framework distributor contract  Maritim/Prodac--continues throughout]
                                                                          Page 2

The feeding of paid programs into the existing antenna system shall be performed
by Prodac. A prerequisite to the operation of the Prodac system is an impeccably
functioning community antenna system in accordance with the prevailing postal
provisions and, in particular, an impeccable high-frequency line network. Prodac
shall notify the Hotel of any necessary repairs or modifications to the antenna
system and shall make said repairs or modifications by agreement with, or at the
request of, the Hotel. In the event that reverse-channel-capable antenna
[ruckkanaltauglich] sockets become necessary for the Prodac system, Prodac shall
- -------------------
provide them at no charge.

The Hotel hereby guarantees impeccable reception of all television programs in
the rooms. It is hereby agreed that lodging opportunities, parking places,
service telephones and catering shall, by agreement with the Hotel, be made
available to the employees of Prodac for the duration of the installation and
any repair work.


                              (S) 2 VIDEO PROGRAM

1. Standard Pay-TV program:
- ---------------------------

Channel 1
- ---------
A German-language feature film program.

Channel 2
- ---------
Erotic films in German/English language.

Channel 3
- ---------
An English-language feature film program.

Channel 4
- ---------
Erotic films in German/English language.

The program package shall be changed monthly. The films shall be returned
monthly.

The Hotel shall charge the guest the fee of DM [***] per night of lodging (time
period: 12:00 p.m. to 12:00 p.m.) for tuning in to all of the paid channels.

2. VIDEOQUEST program
- ---------------------

The films which are offered are classified into four categories:

- -    mystery
- -    comedy
- -    family entertainment
- -    drama


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      portions have been filed separately with the Commission.
<PAGE>
 
                                                                          Page 3

Up to twelve films per category may be offered. The make-up of the film
offerings shall be flexible and individually variable.

A monthly exchange of four films shall take place. This guarantees a constantly
up-to-date offering.

The erotic films shall be broadcast as non-stop offerings.

The connection fees for VIDEOQUEST shall be graduated within the hotel day
(12:00 p.m. to 12:00 p.m.). The first film during this period shall be charged
at a rate of DM [***] Only DM [***] shall be charged for each additional
connection.

The video channels can be blocked by central administration in whole or in part
for each guest room.

Prodac reserves the right to adjust the fee to conform to current cost trends.

The programs supplied by Prodac shall be broadcast in all rooms of the Maritim
Hotel. The Hotel expressly promises that the programs shall not be broadcast
beyond the Hotel property and shall not be made accessible to any receiver who
is not a guest or user of the Hotel system. Specifically, the Hotel shall ensure
that the Prodac programs cannot be received in areas which are connected to the
Hotel antenna network but are not part of the Hotel.

In addition, the Hotel shall ensure that the videocassettes delivered to the
Hotel cannot be used by third parties for non-contractual purposes. The Hotel
further promises that it shall use its best efforts to protect the
videocassettes against unauthorized use, as well as unauthorized utilization
and/or commercial exploitation.



                            (S) 3 TERM/TERMINATION

This contract is concluded for a period of 10 years.

The contract shall begin upon delivery (date of the delivery protocol) of the
operationally-ready system for the respective hotel by Prodac.

The firm of Prodac shall be entitled to transfer its rights arising from this
contract to third parties.


                                (S) 4 PROCEDURE

Prodac shall provide the Hotel with VHS program cassettes and/or encoded
composite signals from cable or satellite transmission which are intended solely
for broadcast in connection with the hotel television programs.

The programs are protected by copyright. Any use of the programs other than that
intended is prohibited. The play permit shall be limited to the contractual
broadcast of the programs in the Hotel. Prodac expressly promises that it holds
the rights to the programs offered for contractual use and that no obligations
or costs


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      portions have been filed separately with the Commission.
<PAGE>
 
                                                                          Page 4

arising from potential claims of third parties may be incurred by the Hotel.
Prodac hereby releases the Hotel from copyright claims of third parties. At the
request of the Hotel, Prodac shall document the licensing of the rights by means
of appropriate declarations by the licensor.

Any fees arising in connection with GEMA [Association for Musical Performance
and Mechanical Duplication Rights] shall be paid by Prodac.


                           (S) 5 RETENTION OF TITLE

The Hotel shall acquire no ownership rights in the components provided by
Prodac. The Hotel hereby promises to promptly report to Prodac in writing any
encroachment upon Prodac's ownership right.

Following ordinary expiration of the contract (10 years), the Hotel shall become
owner of the TV sets.

Upon request, the Hotel may purchase title to the TV sets early in exchange for
the payment. Following the end of a seven-year term, a sum of DM [***] (plus
VAT) shall be charged. Following an eight-year term, said sum shall be reduced
to DM [***] (plus VAT), and after a concluded nine-year term, said sum shall
be DM [***] (plus VAT).

                               (S) 6 EXCLUSIVITY

During the term of this agreement, the Hotel shall offer no other commercial
programs which are in direct competition with the Pay-TV system.


                                (S) 7 OPERATION

A permanent Pay-TV operation is necessary to finance and maintain the video
communications system. The Pay-TV operation shall be commenced if Prodac's scope
of delivery is complete.

The firm of Prodac shall retain the right to finance the video communications
system through third parties (leasing contract, investment credit, etc.). In
such a case, the claims arising from operator revenues shall be assigned
(financing source: see delivery protocol).

Measures which disrupt the operation of the system in whole or in part
(renovation work in the Hotel, for example) shall be reported to Prodac in
writing in a timely manner.

The Hotel hereby promises to offer the program supplied by Prodac according to
the Prodac program scheme and as set forth in (S) 2 and promises to switch the
film cassettes according to the program plan. Quality defects which arise with
respect to the videocassettes must be promptly reported to Prodac, in order that
a replacement can be delivered. Moreover, the Hotel shall place in every room
the informational material which Prodac provides with reference to the hotel
television program and shall change said informational material on a monthly
basis.


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      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
                                                                          Page 5

                               (S) 8 MAINTENANCE

Prodac shall be responsible for the maintenance and repair of the Prodac system.
The equipment shall be maintained, cleaned and/or refurbished at periodic
intervals. Various activities in this connection may also be performed in the
Hotel.

In this connection, the Hotel shall make it possible for the service technicians
to switch and clean the equipment and shall, by agreement with the Hotel,
provide the employees of Prodac with lodging opportunities, parking places,
service telephones and catering at no charge for the duration of the work.

When the system is placed in operation, the Hotel shall receive instructions
from Prodac. In the case of disruptions, it shall be necessary to proceed
according thereto. In the event that it is not possible to remedy the
disruption, the Hotel must contact Prodac promptly in order to eliminate the
disruption.

Prodac shall then ensure repairs and/or replacement. Maintenance and repair work
shall be without charge to the Hotel.

Repair work on the TV set (without the Prodac board) shall be charged to the
Hotel. Prodac, in consultation with the Hotel, shall hire a specialized dealer
for the TV repairs. The Hotel shall be billed directly.

If the Hotel exchanges television sets or purchases new sets during the contract
term, care shall be taken with respect to compatibility with the installed
boards.

Deviations from the existing television sets shall be arranged with Prodac.


                                (S) 9 INSURANCE

The devices made available by Prodac and the films which are to be used shall be
insured by Prodac.


                                (S) 10 BILLING

The Hotel shall bill the guests for tuning in to the paid programming on the
basis of the record printouts from the central computer. Connections to the
program shall be billed by the Hotel only once within a period of 24 hours--from
12:00 p.m. to 12:00 p.m. on the following day.

Settlement with Prodac shall begin when the system is placed in operation. As
noted on the billing coupon, billing shall be executed in the name of and for
the account of Prodac.

In consideration of the activities named in the contract, the Hotel shall
receive compensation for expenses from the gross revenues from Pay-TV according
to the following scale:
<PAGE>
 
                                                                          Page 6

<TABLE>
<CAPTION>
<S>                   <C>                  <C>              <C>
 
CONNECTIONS PER       COMMISSION PAYMENT        BONUS            TOTAL
ROOM/MONTH            HOTEL                    CENTRAL        COMMISSION
                                           ADMINISTRATION
 
                                     [***]

</TABLE>

Only the cancellations for which Prodac is clearly responsible may be deducted.
Such cancellations must be documented for Prodac, i.e., explained in detail. Any
cancellations for the preceding month shall be submitted to Prodac for the
purpose of checking by the 10th of the following month.

Prodac shall accept cancellation records for up to 5% of total connections. For
technical reasons, cancellation records are not limited.

Prodac transfers the prevailing VAT to the Cologne Tax Office from the gross
revenues received from the guests. Prodac must receive 100% of the Pay-TV
revenues by the 10th of the month. A credit in the amount of the compensation
for expenses shall be sent to the Hotel immediately.

The expense compensation shall be transferred to the Hotel at the bank account
stated below:

Account holder:               _____________________________________________
(name and mailing address)    _____________________________________________  
                              _____________________________________________

Credit institution:           _____________________________________________
(name and mailing address)    _____________________________________________
                              _____________________________________________

Account no.:                  _____________________________________________

Bank wire no.:                _____________________________________________

This transaction is to be handled in this manner for tax reasons.

It is hereby agreed that the Hotel shall retain no other sums from Pay-TV
revenues or offset any other sums against Pay-TV revenues.


                           (S) 11 COMPUTER COUPLING

Prodac shall place the interface line on the Hotel computer. Any software and/or
hardware modifications or expansions in the Hotel computer shall be charged to
Prodac.


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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
                                                                          Page 7

The basis for the interface coupling shall be the Prodac interface protocol.

In the event of a time delay resulting from interface coupling, Pay-TV operation
shall remain unaffected.


                            (S) 12 FINAL PROVISIONS

Unless otherwise provided under this agreement, the statutory provisions
(particularly (S) 598 ff. BGB) [German Civil Code] shall have supplemental
application. In the event that a provision of this contract is legally invalid,
the entire contract shall not be void. The provision in question shall be
replaced by a provision which at least comes as close as possible to the desired
economic effect in a legally valid manner.

To the extent permissible by law, it is hereby agreed that Cologne shall be the
place of venue for any disputes arising from this agreement.


Bad Salzuflen, 9/18/95              Cologne, 9/21/95

Maritim Hotelgesellschaft mbH       Prodac GmbH

/s/ Authorized Signatures           /s/ Heinz Wirt

- - Legally valid signature -         - Legally valid signature -


/s/ Authorized Signatures            /s/ Heinz Wirt
- - name in block letters -                HEINZ WIRT


MARITIM HOTELGESELLSCHAFT mbH       PRODAC
TIMMENDORFER STRAND                 PROZESSDATENTECHNIC GmbH
Herforder Strasse 2                 - Electronicsysteme -
32102 Bad Salzuflen                 Max-Planck-Str. 38, 50858 Cologne
- - Company stamp -                   - Company stamp -Appendix I
<PAGE>
 
Appendix I

                           LIST OF ROOMS FOR PAY-TV
<TABLE>
<CAPTION>
Hotel                Rooms             Mailing address                                   Note                   Priority
<S>                  <C>               <C>                                               <C>                    <C>
 
                                      [***]
                                        Total                                                                              
</TABLE>

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      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
<TABLE>
<CAPTION>
Appendix II
                      
MARITIM                                                              Bank                          Acount        Bank
                                                                                                   no.           wire no.
<S>     <C>           <C>                      <C>                   <C>                           <C>           <C>

                                                               [***]

</TABLE>
5/18/95


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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
                                                                   EXHIBIT 10.42
 
DATED                                                                     1996



(1)                     PRODAC PROZESSDATENTECHNIK GmbH

                                      AND

(2)                PRODAC HOTELVIDEO COMMUNICATIONSYSTEMS LIMITED

                                      AND

(3)                     UK CONSUMER ELECTRONICS LIMITED

______________________________________________________________________________



                            AGREEMENT FOR THE SALE

                          AND PURCHASE OF PART OF THE

                BUSINESS OF PRODAC PROZESSDATENTECHNIK GmbH AND

                PRODAK HOTELVIDEO COMMUNICATIONSYSTEMS LIMITED


______________________________________________________________________________




______________________________________________________________________________

                               DIBB LUPTON ALSOP
                                125 LONDON WALL
                                LONDON EC2Y 5AE

                              TEL: 0345 26 27 28
                              FAX: 0171 600 1727
<PAGE>
 
THIS AGREEMENT is made on                               1996
                          -----------------------------

BETWEEN:

(1)  PRODAC PROZESSEDATENTECHNIK GmBH, a company incorporated in Germany of Max-
     Planck-Strasse 38 D-50858 Koln Germany ("GmbH");

(2)  PRODAC HOTELVIDEO COMMUNICATIONSYSTEMS LIMITED, a company incorporated in
     England and Wales (registered no. 2733394), whose registered office is at
     25 Shenley Pavilions, Chalkdell Drive, Shenley Wood, Milton Keynes MK5 6LB,
     England ("PRODAC"); and

(3)  UK CONSUMER ELECTRONICS LIMITED, a company incorporated in England and
     Wales (registered no. 532857), whose registered office is at Granada House,
     Ampthill Road, Bedford MK42 9QQ, England ("PURCHASER").

THE PARTIES AGREE as follows:

1.   INTERPRETATION

1.2  In this Agreement:

"ACCOUNTS" means the audited profit and loss account of Prodac for the
accounting period ended on the Last Accounting Date, and the audited balance
sheet of Prodac as at, the Last Accounting Date and all notes, reports and other
documents annexed thereto in accordance with any legal requirement or otherwise;

"ASSETS" means all the property and assets agreed to be sold and purchased under
this Agreement;

"BUSINESS" means the business of supplying the Prodac System carried on by
Prodac at the date of this Agreement under the name Prodac in the Territory;

"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which clearing
banks are open for business in London;

"BUSINESS RECORDS" means all books and records of Prodac (whether computerised
or in any other form) other than Financial Records;

"COMPLETION" means completion of the sale and purchase of the Business and
Assets in accordance with this Agreement;

"COMPLETION STATEMENT" means the statement of certain assets and liabilities of
the Business as at the date of Completion agreed between the Vendor and the
Purchaser in accordance with Clause 5;
<PAGE>
 
"CONSULTANCY AGREEMENTS" means the agreements dated 1 January 1995 and 2 October
1995 and made between Prodac and Nicholas Reynell and Harley-Robinson Associates
in relation to the services of Dr. Robinson respectively;

"CONTRACTS" means all contracts, undertakings, arrangements and engagements of
Prodac relating to the Business which are wholly or partly unperformed at the
date of Completion including, without limitation, the Operating and Finance
Leases, the Consultancy Agreements, supply and distribution agreements, Customer
Agreements and supplier contracts, lease, hire and hire purchase agreements but
excluding contracts of employment with the Employees, leases of any real
property and loan agreements (any of these being a "CONTRACT");

"CUSTOMER AGREEMENTS" means the agreements between Prodac and the customers of
the Business details of which are set out in the Disclosure Letter;

"CUSTOMER PREPAYMENTS" means all amounts paid to Prodac or GmbH on or before
Completion in respect of goods or services to be supplied pursuant to any
Contract after Completion;

"DISCLOSURE BUNDLE" means the bundle of documents a list of which is annexed to
or set out in the Disclosure Letter;

"DISCLOSURE LETTER" means the letter of today's date from the Vendor to the
Purchaser in relation to the Warranties;

"DISPUTE" means any matter in connection with or arising in relation to Mr.
Scully including (without limitation) any injunction or claim by Mr. Scully or
Prodac in connection with or in relation to this Agreement or the matters
contemplated in this Agreement or the carrying on of the Business;

"EFFECTIVE DATE" means 1 August 1996;

"EMPLOYEES" means the employees employed in the Business at the date of this
Agreement whose names are set out in Schedule 2;

"ENCUMBRANCE" means any mortgage, charge, pledge, lien, option, restriction,
right of first refusal, right of pre-emption, third party right or interest, any
other encumbrance or security interest of any kind, and any other type of
preferential arrangement (including, without limitation, title transfer and
retention arrangements) having a similar effect;

"ESCROW AGREEMENT" means the agreement in the agreed form to be made between
GmbH and the Purchaser relating, amongst other things, to the holding of source
code information and related documentation;

"EXCLUDED ASSETS" means the assets set out in Schedule 1;


                                      -2-
<PAGE>
 
"FINANCIAL RECORDS" means all bought and sold ledgers, purchase and sales day
books, other books of account and purchase and sales invoices of Prodac (whether
computerized or in any other form);

"GmbH CONFIDENTIAL INFORMATION" means all information not at present in the
public domain used in or otherwise relating to the business of GmbH or customers
or financial or other affairs of the business of GmbH including, without
limitation, information relating to:

(a)  the marketing of any goods or services including, without limitation,
     customers names and lists and any other details of customers, sales
     targets, sales statistics, market share statistics, prices, market research
     reports and surveys and advertising or other promotional materials; or

(b)  future projects business development or planning, commercial relationships
     and negotiations;

"GmbH KNOW HOW" means all information not at present in the public domain owned
by GmbH or used, or required to be used, by GmbH in, or in connection with its
business held in any form (including, without limitation, that comprised in or
derived from drawings, data, formulae, specifications, component lists,
instructions, manuals, brochures, catalogues and process descriptions) and
relating to:

(a)  the provision of services;

(b)  the selection procurement, instructions, installation or use of any
     equipment or processes;

(c)  the supply, storage, assembly or packing of components;

(d)  quality control and trading; and/or

(e)  the rectification, repair or service of equipment;

"GOODWILL" means the goodwill of the Business together with the right for the
Purchaser to use the name "Prodac" in connection with the Business subject to
the terms of this Agreement and to represent itself as carrying on the Business
in continuation of and in succession to Prodac;

"GRANADA MAINTENANCE CONTRACT" means an agreement dated 13 February 1995 made
between Prodac and the Purchaser for the maintenance of the hotel film systems
of Prodac;

"GROUP" means in relation to a company any subsidiary any holding company or any
subsidiary of any holding company of such company;

"HOTEL BILLING SYSTEM" means the system for automated polling and billing of
hotel services;

"INTELLECTUAL PROPERTY" means patents, trade marks, service marks, registered
designs, applications for any of the foregoing, trade and business names,
unregistered trade marks and service marks, copyrights, rights in designs,
inventions, rights under licences, consents, orders, statute or otherwise
howsoever in relation to any such rights, and rights of the same or similar
effect or nature;


                                      -3-
<PAGE>
 
"INTELLECTUAL PROPERTY RIGHTS" means such Intellectual Property as is used or
required to be used by Prodac in, or in connection with, the Business at date of
this Agreement.

"LAST ACCOUNTING DATE" means 31 December 1995;

"MANAGEMENT ACCOUNTS" means the unaudited profit and loss account of Prodac for
the period 1 January 1996 to 31 August 1996 and the unaudited balance sheet of
Prodac as at 30 June 1996;

"OPERATING AND FINANCE LEASES" means the operating and finance leases to which
Prodac and/or GmbH, as the case may be, is a party in relation to the Business
details of which are set out in the Disclosure Letter.

"PRODAC'S ACCOUNTANTS" means Jervis & Partners of 3 Market Square, Higham
Ferrers, Northants NN10 8BP.

"PRODAC CONFIDENTIAL INFORMATION" means all information not at present in the
public domain used in or otherwise relating to the Business or customers or
financial or other affairs of the Business including, without limitation,
information relating to:

(a)  the marketing of any goods or services including, without limitation,
     customer names and lists and any other details of customers, sales targets,
     sales statistics, market share statistics, prices, market research reports
     and surveys and advertising or other promotional materials;

(b)  future projects, business development or planning, commercial relationships
     and negotiations;

"PRODAC KNOW-HOW" means all information not at present in the public domain
owned by Prodac or used, or required to be used, by Prodac in, or in connection
with, the Business held in any form (including, without limitation, that
compromised in or derived from drawings, data, formulae, specifications,
component lists, instructions, manuals, brochures, catalogues and process
descriptions) and relating to:

(a)  the provision of services;

(b)  the selection, procurement, construction, installation or use of any
     equipment or processes;

(c)  The supply, storage, assembly or packing of components;

(d)  quality control and testing; and/or

(e)  the rectification, repair or service of equipment;

"PRODAC SYSTEM" means the pay for view systems and hotel information systems
supplied by GmbH from time to time;


                                      -4-
<PAGE>
 
"PROPERTY" means any interest of the Vendor in 25 Shenley Pavilions, Chalkdell
Drive, Shenley Wood, Milton Keynes MK5 6LB;

"PURCHASER'S ACCOUNTANTS" means KPMG of Norfolk House, 499 Silbury Boulevard,
Central Milton Keynes NK9 2HA;

"PURCHASER'S SOLICITORS" means Dibb Lupton Alsop of 125 London Wall, London EC2Y
5AE;

"SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT" means the agreement in the
agreed form to be made between GmbH and the Purchaser relating, amongst other
things, to the use of the pay TV operating system;

"STOCKS" means the stock of finished goods and spare parts of the Business as at
the date of this Agreement;

"STOCK LIST" means the list of Stocks referred to in Clause 2 of this Agreement;

"SUPPLY AGREEMENT" means the agreement in the agreed form to be made between
GmbH and the Purchaser relating, amongst other things, to their business
relationship after Completion;

"TANGIBLE ASSETS" means the Tangible Immovable Assets and the Tangible Moveable
Assets;

"TANGIBLE IMMOVEABLE ASSETS" means such fixed plant and machinery owned by
Prodac in connection with the Business at the date of this Agreement;

"TANGIBLE MOVEABLE ASSETS" means such equipment, tools, and furnishings and
other like articles other than the Stocks owned by Prodac in connection with the
Business at the date of this Agreement excluding (1) the equipment which is the
subject of the Operating & Finance Leases and (2) the demonstration equipment
which is the property of GmbH;

"TAXES ACT" means Income and Corporation Taxes Act 1988;

"TERRITORY" means the United Kingdom and the Republic of Ireland;

"TRADE CREDITS" means the amounts due from the Prodac in connection with the
Business at the date of Completion in respect of trade creditors arising through
normal business transactions;

"TRADE DEBTS" means the amounts due to Prodac in connection with the Business at
the date of this Agreement in respect of trade debtor accounts arising through
normal business transactions (whether or not yet due and payable);

"TRANSFER REGULATIONS" means the Transfer of Undertakings (Protection of
Employment) Regulations 1981 (as amended);


                                      -5-
<PAGE>
 
"VATA" means Value Added Tax Act 1994;

"VENDOR" means, as the case may be, GmbH and Prodac;

"VENDOR'S GROUP" means the Vendor and any subsidiary or holding company from
time to time of the Vendor and any subsidiary from time to time of any holding
company of the Vendor and any reference to "member of the Vendor's Group" shall
be construed accordingly;

"VENDOR'S SOLICITORS" means Jay Benning & Peltz of One Great Cumberland Place,
London W1H 7AL;

"WARRANTIES" means the representations and warranties contained in Schedule 3.

1.2  In this Agreement, a reference to:

     1.2.1 a "SUBSIDIARY" or "HOLDING COMPANY" shall be construed in accordance
           with section 736 of the Companies Act 1985 and a reference to
           "SUBSIDIARY UNDERTAKING" shall be construed in accordance with
           section 258 of the Companies Act 1985;

     1.2.2 a document in the "AGREED FORM" is a reference to a document in a
           form approved and for the purpose of identification signed by or on
           behalf of the parties;

     1.2.3 a statutory provision incudes a reference to:

           (a)      the statutory provision as modified or re-enacted or both
                    from time to time (whether before or after the date of this
                    Agreement); and

            (b)     any subordinate legislation made under the statutory
                    provision (whether before or after the date of this
                    Agreement);

     1.2.4 persons includes a reference to any body corporate, unincorporated
           association or partnership;

     1.2.5 a person includes a reference to that person's legal personal
           representatives and successors;

     1.2.6 a Clause or Schedule, unless the context otherwise requires, is a
           reference to a clause of and schedules to this Agreement;

     1.2.7 an agreement or other document is a reference to that agreement or
           document as from time to time supplemented or amended.

1.3  The headings in this Agreement shall not affect the interpretation of this
     Agreement.


                                      -6-
<PAGE>
 
1.4  Reference in Clause 6 and Schedule 3 to the knowledge, information, belief
     or awareness of any person shall be deemed to include any knowledge,
     information, belief or awareness which the person would have if the person
     had made all usual and reasonable enquiries.

1.5  The Vendor shall have joint and several liability under this Agreement.

2.   ASSETS TO BE SOLD
2.1  In accordance with and subject to the provisions of this Agreement, Prodac
     shall and GmbH shall procure that Prodac shall as beneficial owner and with
     full title guarantee sell and the Purchaser shall purchase, with effect
     from the close of business on the date of Completion, the Business as a
     going concern and the Assets as at the date of Completion free from all
     Encumbrances comprising:

     2.1.1  the benefit (together with the burden) of each Contract;

     2.1.2  the Goodwill;

     2.1.3  such Intellectual Property Rights as are owned by Prodac:

     2.1.4  the Tangible Immovable Assets;

     2.1.5  the Tangible Movable Assets;

     2.1.6  such Know How as is owned by Prodac;

     2.1.7  the Hotel Billing System;

     2.1.8  the Business Records;

     2.1.9  the benefit of any sum to which Prodac is entitled either from third
            parties or insurers in respect of damage or injury to any of the
            Assets other than any sum expended before Completion in making good
            the damage or injury; and

     2.1.10 all other property and assets (if any) of Prodac used in connection
            with the Business, other than the Excluded Assets and the Stocks
            (save as provided in clauses 2.2 and 2.3).

2.2  Prodac shall procure that on or before 4 October 1996 there is delivered to
     the Purchaser a list of Stocks (prepared by Marlene Devonshire). On or
     before 7 October 1996 the Purchaser shall give notice to Prodac in writing
     ("THE STOCKS LIST") identifying which of the Stock on the list of Stocks it
     wishes to acquire. Prodac shall and GmbH shall procure that Prodac shall
     sell to the Purchaser and the Purchaser will purchase the Stocks in good
     condition and working order set out in the Stocks List at the invoice price
     of such Stocks to Prodac ("THE STOCKS PRICE"). The Stock List shall,
     subject to availability, correspond with the original list of Stocks
     prepared by the

                                      -7-
<PAGE>
 
     Purchaser. On or before 17 October 1996 the Purchaser shall pay the Vendor
     the Stocks Price on the basis that the relevant Stocks shall have been
     delivered to the Purchaser.

2.3  The Vendor will retain all other items of Stocks for six months from
     Completion at 25 Shenley Pavilions under the control of Nicholas Reynell
     during which time the Purchaser may from time to time require Prodac to
     sell or GmbH to procure that Prodac shall sell such other items of Stocks
     as the Purchaser in its absolute discretion from time to time requires for
     an amount equal to the invoice price of such Stocks to Prodac on payment
     for such items within 30 days after delivery. Granada shall not be
     responsible in any way whatsoever for such other items of Stocks until such
     time (if any) as they purchase the same (or any of the same) from Prodac.

2.4  At the expiration of such period of six months Prodac shall be free to deal
     with any balance of Stocks in such manner as it in its absolute discretion
     thinks fit (at no cost to the Purchaser).

3    CONSIDERATION
3.1  The consideration payable by the Purchaser to the Vendor for the Business
     and Assets at Completion shall be the sum of (Pounds)187,500 apportioned
     between the Assets concerned as set out in Schedule 4.

3.2  Within three Business Days after agreement or determination of the
     Completion Statement in accordance with Clause 5:

     3.2.1 an appropriate payment shall be made by the Vendor or the Purchaser,
           as the case may be, to discharge any outstanding liability between
           the parties in relation to the apportionments to give effect to
           Clause 9.4; and

     3.2.2 the Vendor shall pay the Purchaser the amount of the net profit or
           the Purchaser shall pay the Vendor the amount of the net loss as the
           case may be from ordinary activities before taxation in respect of
           the period from the Effective Date to close of business on the date
           of Completion calculated as set out in the pro forma set out in
           Schedule 6.

3.3  If a party fails to pay any sum due and payable by it under this Agreement
     on the due date of payment in accordance with the terms of this Agreement,
     the party shall pay interest on the sum from the due date until the date
     upon which the obligation of the party to pay the sum is discharged at the
     rate of 2 per cent over the base rate from time to time of Barclays Bank
     PLC (whether before or after judgment).

3.4  Any payment to be made under this Clause 3 shall be made by banker's draft
     on the branch of a London clearing bank or by telegraphic transfer to an
     account notified by the solicitors to the party due to receive the payment
     to the other party's solicitors not later than four Business Days before
     the date of the payment.

4.   COMPLETION
 
4.1  Completion shall take place at the offices of the Vendor's Solicitors on 1
     October 1996.

                                      -8-
<PAGE>
 
4.2   At Completion Prodac and GmbH shall:

      4.2.1  give possession to the Purchaser at 25 Shenley Pavilions aforesaid
             of those Assets which are transferable by delivery; and

      4.2.2  deliver to the Purchaser the Business Records.

4.3   At Completion the Purchase shall pay the amounts specified in Clause 3.1.

4.4   At Completion:

      4.4.1  GmbH and the Purchaser shall each enter into and deliver to the
             other the Escrow Agreement, the Software Licence and Technical
             Support Agreement and the Supply Agreement;

      4.4.2  Prodac and the Purchaser shall and the Vendor shall procure that
             Mr. Reynell shall each enter into and deliver to the other a
             novation agreement in the agreed form of the consultancy
             agreement between Prodac and Mr. Reynell; and

      4.4.3  Prodac and the Purchaser shall and the Vendor shall procure that
             Harley-Robinson Associates shall each enter into and deliver to the
             other a novation agreement in the agreed form of the consultancy
             agreement between Prodac and Harley-Robinson Associates in relation
             to the services of Dr. Robinson.

4.5   The Purchaser shall not be obliged to complete this Agreement unless:

      4.5.1  the Vendor complies fully with all its obligations under Clauses
             4.2 and 4.4; and

      4.5.2  the purchase of all of the Assets is completed simultaneously.

4.6   The Vendor shall not be obliged to complete this Agreement unless:

      4.6.1  the Purchaser has complied with the provisions of Clause 4.3; and

      4.6.2  the Purchaser has complied fully with all its obligations under
             Clause

5.    COMPLETION STATEMENT
5.1   As soon as possible after Completion and in any event within 15 Business
      Days after Completion the Vendor shall prepare and submit to the Purchaser
      a statement showing:

      5.1.1  any apportionments required to be made pursuant to Clause 9.4; and

      5.1.2  the calculation of the net profit or net loss as referred to in
             Clause 3.2.2.


                                      -9-
<PAGE>
 
     The purchaser agrees that for the purposes of the preparation and
     submission to the Purchaser of the statement Mr. Reynell may act as
     representative of the Vendor.

5.2  The Purchaser shall within five Business Days or receipt of the statement
     certify whether or not it agrees with the statement.

5.3  If the Purchaser certifies its agreement with the statement, it shall
     constitute the Completion Statement. If the Purchaser certifies that it
     disagrees with the statement, then the provisions of Clause 5.4 shall apply
     and the decision of the independent firm of chartered accountants produced
     in accordance with Clause 5.4 shall constitute the Completion Statement. If
     the Purchaser does not give the Vendor the certificate required by this
     Clause 5.3 within the prescribed time limit (in respect of which time shall
     be of the essence), the statement shall constitute the Completion
     Statement.

5.4  If any dispute arises between the parties as to the amount of consideration
     payable under Clause 3 or as to any matter to be included in the Completion
     Statement either party may give notice that a dispute exists (a "DISPUTE
     NOTICE") to the other party and if the parties have not resolved the
     dispute within 10 Business Days of the date of the receipt of the Dispute
     Notice by the other party, the following provisions shall apply. Either
     party may refer the dispute to an independent firm of chartered accountants
     agreed by the parties or in default of agreement within 20 business days of
     the date of the Dispute Notice, an independent firm of chartered
     accountants nominated by the President for the time being of the Institute
     of Chartered Accountants in England and Wales (the "EXPERT"), with a
     request that the Expert make a decision on the dispute within 20 Business
     Days of receiving the reference. In any reference, the Expert shall act as
     an expert and not as an arbitrator. The decision of the Expert shall, in
     the absence of fraud or manifest error, be final and binding on both
     parties. The costs of the Expert shall be borne equally by the parties.

6.   WARRANTIES
6.1  The Vendor represents, warrants and undertakes to the Purchaser that each
     of the Warranties is true and accurate in all respects, and not misleading,
     at the date of this Agreement.

6.2  The Vendor acknowledges that the Purchaser is entering into this Agreement
     in reliance upon each of the Warranties with the intention of inducing the
     Purchaser to enter into this Agreement.

6.3  The Warranties shall be qualified by reference to those matters fairly
     disclosed in the Disclosure Letter but no other information relating to the
     Business or the Assets of which the Purchaser has knowledge, (whether
     actual, constructive or imputed) shall preclude or affect any claim made by
     the Purchaser for breach of any of the Warranties or reduce any amount
     recoverable and the Vendor shall not invoke any knowledge (whether actual,
     constructive or imputed) of the Purchaser of any facts which might render
     any of the Warranties as being untrue or misleading as a defence to or
     otherwise to affect any claim for breach of any of the Warranties.

6.4  The provisions of Schedule 5 shall have effect.


                                     -10-
<PAGE>
 
6.5  The Vendor agrees with the Purchaser that it shall waive and not enforce
     any right which it may have in respect of any misrepresentation, inaccuracy
     or omission in or from any information or advice supplied or given by any
     officer, employee, consultant or adviser of or to the Vendor for the
     purpose of assisting the Vendor to give any of the Warranties or to prepare
     the Disclosure Letter or otherwise in connection with this Agreement.

6.6  Each of the Warranties shall be construed separately and independently and
     (save where expressly provided to the contrary) shall not be limited or
     restricted by reference to or inference from any other provision of this
     Agreement or any of the other Warranties.

7.   THE PURCHASER'S REMEDIES
     Subject to, in the case of the Warranties, the provisions of clauses 6.3, 8
     and Schedule 5 the Vendor shall indemnify and hold the Purchaser harmless
     against:

7.1  all losses, liabilities and reasonable costs which the Purchaser may
     properly incur arising out of, or as a consequence of, any breach of any of
     the Warranties by the Vendor or in connection with  the Dispute; and

7.2  all reasonable costs which the Purchaser may properly incur (whether before
     or after the commencement of any action) in connection with:

     7.2.1 the settlement of any claim against the Vendor arising out of, or as
           a consequence of, any breach of any of the Warranties or the Dispute
           or the enforcement of any settlement; and

     7.2.2 any legal proceedings against the Vendor arising out of, or as a
           consequence of, any breach of any of the Warranties in which judgment
           is given for the Purchaser or in connection with the Dispute or the
           enforcement of any judgment.

 8.  LIMITATIONS ON THE VENDOR'S LIABILITY
 8.1 The Vendor shall have no liability whatsoever in respect of any Relevant
     Claim unless and until the amount that would otherwise be recoverable from
     the Vendor in respect of that Relevant Claim, when aggregated with any
     other amounts so recoverable in respect of other Relevant Claims, exceeds
     (Pounds)12,500 ("THE THRESHOLD") provided that the Vendor shall have no
     liability for any amount less than the Threshold even if the Threshold is
     exceeded.

 8.2 The Vendor shall have no liability for any Relevant Claim unless notice in
     writing of the Relevant Claim (stating in reasonable detail the nature of
     the Relevant Claim and, so far as practicable, the amount claimed) has
     been given to the Vendor on or before the expiration of two years from
     Completion and proceedings shall have been commenced within 30 months
     from completion.

 8.3 For the purposes of Clause 8, "RELEVANT CLAIM" means any claim (whether in
     contract, tort or otherwise) by the Purchaser in respect of breach of any
     of the Warranties.

9.   LIABILITIES AND APPORTIONMENTS


                                     -11-
<PAGE>
 
9.1  Subject to Clauses 9.3, 9.4 and 10, Prodac and/or GmbH, as the case may be,
     shall:

     9.1.1  continue to be responsible for, and shall duly and promptly pay and
            discharge, all debts payable by it and claims by third parties
            outstanding against it as at the date of Completion or arising by
            reason of any act or omission by it on or before the date of
            Completion; and

     9.1.2  indemnify the Purchaser against all losses, liabilities and
            reasonable costs which the Purchaser may properly incur arising out
            of, or as a consequence of, the ownership or operation of the
            Business or any of the Assets before the date of Completion
            (including, without limitation, all losses, liabilities and
            reasonable costs properly incurred as a result of defending or
            settling any claim (a "SPECIFIED CLAIM") alleging any such
            liability).

9.2  Subject to Clauses 9.3, 9.4 and 10 the Purchaser shall:

     9.2.1  be responsible for all debts payable by it after the date of
            Completion in respect of the Business and the Assets; and

     9.2.2  indemnify the Vendor against all losses, liabilities and reasonable
            costs which the Vendor may properly incur arising out of, or as a
            consequence of, the ownership or operation of the Business or any of
            the Assets after the date of Completion (including, without
            limitation, all losses, liabilities and reasonable costs properly
            incurred as a result of defending or settling any claim (a
            "SPECIFIED CLAIM") alleging any such liability).

9.3  If either party (the "INDEMNIFIED PARTY") becomes aware of any matter which
     might give rise to a Specified Claim, the following provisions shall apply:

     9.3.1  the Indemnified Party shall immediately give written notice to the
            other party (the "INDEMNIFYING PARTY") of the matter (stating in
            reasonable detail the nature of the matter and, so far as
            practicable, the amount claimed) and shall consult with the
            Indemnifying Party with respect to the matter. If the matter has
            become the subject of any proceedings the Indemnified Party shall
            give the notice within sufficient time to enable the Indemnifying
            Party time to contest the proceedings in the Indemnified Party's
            name before any final judgment;

     9.3.2  the Indemnified Party shall:

            (a) take such action and institute such proceedings, and give such
                information and assistance, as the Indemnifying Party or its
                insurers may reasonably request to:

                (i)  dispute, resist, appeal, compromise, defend, remedy or
                     mitigate the matter; or

                                     -12-
<PAGE>
 
                (ii) enforce against any person (other than the Indemnifying
                     Party) the rights of the Indemnified Party or its insurers
                     in relation to the matter; and

            (b)  in connection with any proceedings related to the matter (other
                 than against the Indemnifying Party) use professional advisers
                 nominated by the Indemnifying Party or its insurers and, if the
                 Indemnifying Party so requests, allow the Indemnifying Party or
                 its insurers the exclusive conduct of the proceedings, in each
                 case on the basis that the Indemnifying Party shall fully
                 indemnify the Indemnified Party for all reasonable costs
                 properly incurred as a result of any request or nomination by
                 the Indemnifying Party or its insurers;

     9.3.3  if the Purchaser is the Indemnified Party, Clause 9.3.2 shall not
            apply if the request or nomination by the Vendor or its insurers
            would in the Purchaser's reasonable opinion prejudice its
            relationship with any customer or supplier of the Business;

     9.3.4  the Indemnified Party shall not admit liability in respect of or
            settle the matter without the prior written consent of the
            Indemnifying Party, such consent not to be unreasonably withheld or
            delayed.

9.4  There shall be apportioned between Prodac and/or GmbH, as the case may be,
     and the Purchaser as at the date of Completion:

     9.4.1  all outgoings and expenses (including, without limitation, wages,
            accrued holiday pay, and other outgoings in respect of the Employees
            and rentals payable under the Operating and Finance Leases in
            respect of the Business or the Assets; and

     9.4.2  all royalties and periodical payments receivable in respect of the
            Business or the Assets including payments receivable under the
            Customer Agreements.

9.5  All the necessary apportionments to give effect to Clause 9.4 shall be
     included in the Completion Statement and the appropriate payment shall be
     made by Prodac and/or GmbH, as the case may be, or the Purchaser (as the
     case may be) to discharge any outstanding liability between the parties in
     accordance with Clauses 3 and 5.


10.  CONTRACTS
10.1 Subject to Clause 10.3.3, after Completion the Purchaser shall perform all
     the Vendor's obligations in respect of the period after Competition under
     the Contracts including the Customer Agreements (the latter in a proper and
     workmanlike manner) and shall indemnify the Vendor against all losses,
     liabilities and reasonable costs which the Vendor may properly incur
     arising out of, or as a consequence of, the performance of the Purchaser's
     obligations under each Contract to the extent that the loss, liability or
     reasonable cost properly incurred is attributable to any act, default or
     omission of the Purchaser after the date of Completion (including, without
     limitation, all losses, liabilities and reasonable costs on any indemnity
     basis properly incurred as a result of defending or settling any claim
     alleging any such liability).

                                     -13-
<PAGE>
 
10.2  The Vendor shall indemnify the Purchaser against all losses, liabilities
      and reasonable costs which the Purchaser may properly incur arising out
      of, or as a consequence of the performance of the Vendor's obligations
      under each Contract to the extent that the loss, liability or reasonable
      cost properly incurred is attributable to any act, default or omission of
      the Vendor (including, without limitation, all losses, liabilities and
      reasonable costs on an indemnity basis properly incurred as a result of
      defending or settling any claim alleging any such liability).

10.3  If any of the Contracts cannot be transferred to the Purchaser except by
      an assignment made with the consent of another party (the "THIRD PARTY")
      or by an agreement of novation, then the following provisions shall apply:

      10.3.1  this Agreement shall not constitute an assignment or an attempted
              assignment of the Contract if the assignment or attempted
              assignment would constitute a breach of the Contract;

      10.3.2  both before and after Completion the parties shall use their
              respective reasonable endeavours to obtain the consent of the
              Third Party to the assignment, or to procure the novation, of the
              Contract;

      10.3.3  until the consent or novation is obtained, the Vendor shall at the
              sole cost of the Purchaser do all such acts and things as the
              Purchaser may reasonably require to enable due performance of the
              Contract and the Purchaser shall (if such sub-contracting is
              permissible and lawful under the Contract in question) as the
              Vendor's sub-contractor perform all the obligations of the Vendor
              under such Contract and the Vendor shall provide for the Purchaser
              all the benefits of the Contract (including enforcement at the
              cost and for the account of the Purchaser of any right of the
              Vendor against the other party to the Contract arising out of its
              termination by the Third Party or otherwise); and

      10.3.4  if the arrangements in Clauses 10.3.2 and 10.3.3 cannot be made in
              respect of the Contract unless the parties otherwise agree the
              parties shall use their respective reasonable endeavours to
              procure that the Contract is terminated without liability to
              either of them and neither the Vendor nor the Purchaser shall have
              any further obligation to the other relating to the Contract.

10.4  On Completion the Granada Maintenance Contract shall be deemed to have
      terminated and save in respect of any accrued rights or obligations
      neither party shall have any rights or obligations in relation to the
      Granada Maintenance Contract to the other.


11.   EMPLOYEES
11.1  The parties acknowledge and agree that the sale and purchase pursuant to
      this Agreement will constitute a relevant transfer for the purposes of the
      Transfer Regulations and that it will not operate so as to terminate any
      of the contracts of employment of the Employees and such contracts shall
      be transferred to the Purchaser pursuant to the Transfer Regulations with
      effect from the date of Completion.

                                     -14-
<PAGE>
 
11.2  The Vendor undertakes to the Purchaser to fully indemnify and keep
      indemnified the Purchaser against all losses, damages, reasonable costs,
      actions, awards, penalties, fines, proceedings, claims, demand,
      liabilities (including without limitation any liability to taxation), and
      reasonable expenses (including, without limitation, legal and other
      professional fees and expenses) which the Purchaser may suffer, sustain,
      incur, pay or be put to by reason or on account of or arising from:

     11.2.1  any claim or other legal recourse by all or any of the Employees in
             respect of any fact or matter concerning or arising from employment
             with the Vendor prior to the date of Completion;

     11.2.2  any claim or other legal recourse by any trade union or staff
             association recognised by the Vendor or employee representatives in
             respect of all or any of the Employees arising from or connected
             with the failure by the Vendor to comply with its legal obligations
             to such trade union or staff association or employee
             representatives;

     11.2.3  the employment or termination of employment prior to completion of
             any agent or contractor or employee of the Vendor (other than the
             Employees) whose employment is transferred to the Purchaser by the
             Transfer Regulations; and

     11.2.4  any act or omission done or omitted to be done by the Vendor prior
             to completion in relation to the Employees or any other employee of
             the Vendor which by virtue of the Transfer Regulations is deemed to
             be an act or omission of the Purchaser.

11.3  If any contract of employment not disclosed to the Purchaser in the
      Disclosure Letter or in this Agreement shall have effect as if originally
      made between the Purchaser and any employee in relation to the Business as
      a result of the provisions of the Transfer Regulations:

      11.3.1  the Purchaser may, upon becoming aware of the application of the
              Transfer Regulations to any such contract of employment terminate
              such contract or agreement forthwith; and

      11.3.2  the Vendor shall indemnify and shall keep indemnified the
              Purchaser against all losses, damages, reasonable costs, actions,
              proceedings, claims, demands, liabilities (including, without
              limitations, any liability to taxation), and reasonable expenses
              (including, without limitation, legal and other professional fees
              and expenses) which the Purchaser may suffer, incur, sustain, pay
              or be put to by reason or on account of or arising out of such
              termination or arising from such contracts of employment before
              and after Completion if such is not terminated by the Purchaser.

11.4  The Purchaser undertakes to the Vendor to fully indemnify and keep
      indemnified the Vendor against all losses, damages, reasonable costs,
      actions, awards, penalties, fines, proceedings, claims, demand,
      liabilities (including without limitation any liability to taxation), and
      reasonable expenses (including, without limitation, legal and other
      professional fees and expenses) which the Vendor may suffer, sustain,
      incur, pay or be put to by reason or on account of or arising from any
      claim or other legal recourse by all or any of the Employees in respect of
      any fact or matter

                                     -15-
<PAGE>
 
      concerning or arising from anything done or omitted to be done by the
      Purchaser after the date of Completion.

11.5  Without prejudice to the other provisions of this Clause, the Vendor
      shall, at its own expense, give the Purchaser such assistance as the
      Purchaser may reasonably require to contest any claim by any person
      employed in the Business at or prior to Completion resulting from or in
      connection with this Agreement.

12.   VALUE ADDED TAX
12.1  The parties shall use their respective reasonable endeavours to secure
      that the transfer of the Assets under this Agreement is treated under the
      Value Added Tax (Special Provisions) Order 1992 as neither a supply of
      goods nor a supply of services.

12.2  Notwithstanding Clause 12.1 if value added tax is chargeable on the
      transfer of any of the Assets under this Agreement, the Purchaser shall
      (against delivery of tax invoices in respect of the Assets) pay the amount
      of the value added tax in addition to the consideration payable under
      Clause 3.

12.3  At Completion the Vendor shall deliver to the Purchaser all records
      referred to in section 49 of the VATA. After Completion the Vendor shall
      not make any request to H.M. Customs and Excise for the records to be
      taken out of the custody of the Purchaser. During the period for which the
      records are required to be preserved under paragraph 6 of Schedule 11 to
      the VATA (duty to keep records), the Purchaser shall give the Vendor
      reasonable access to the records for the purpose of inspecting the records
      and making copies of them.

13    POST-COMPLETION OBLIGATIONS
13.1  As from Completion until title in the Assets has effectively been vested
      in the Purchaser Prodac shall hold the Assets in trust for the Purchaser.

13.2  For a period of six years from Completion:

      13.2.1  the Vendor shall procure that at all reasonable times during usual
              business hours the Financial Records held by it shall be open to
              the inspection of the Purchaser, its employees and agents and such
              other persons as may be authorised by the Vendor who may take such
              copies of those Financial Records as the Purchaser may reasonably
              require;

      13.2.2  the Purchaser shall procure that at all reasonable times during
              usual business hours the Business Records held by it shall be open
              to the inspection of the Vendor its employees and agents and such
              other persons as may be authorised by the Purchaser who may take,
              such copies of those Business Records as the Vendor may require.

13.3  Each party shall forthwith pass to the other any payment, notice,
      correspondence, information or enquiry in relation to the Business or the
      Assets which it receives after Completion and which properly belongs to
      the other.

                                     -16-
<PAGE>
 
13.4  Any monies due to any party which are received by any other party shall be
      paid forthwith to the party to which the monies are due. Pending payment
      the other party shall be deemed to hold the monies on trust for the party
      to which the monies are due.

14.   CONFIDENTIAL INFORMATION
14.1  The Vendor shall:

      14.1.1 not, and shall procure that no member of the Vendor's Group will,
             at any time after the date of this Agreement use or disclose to any
             person any Prodac Confidential Information or Prodac Know-How which
             may be within or may come to its knowledge; and

      14.1.2 use its, and shall procure that each member of the Vendor's Group
             will use its, reasonable endeavours to prevent the disclosure of
             any Prodac Confidential Information or Prodac Know-How.

14.2  Clause 14.1 shall not apply to:

      14.2.1 disclosure of any Prodac Confidential Information or Prodac Know-
             How to officers or employees of the Purchaser or the Vendor whose
             province it is to know about the Prodac Confidential Information or
             Prodac Know-How;

      14.2.2 disclosure of any Prodac Confidential Information or Prodac Know-
             How required by law or any stock exchange;

      14.2.3 disclosure of any Prodac Confidential Information or Prodac Know-
             How to any professional adviser;

      14.2.4 any Prodac Confidential Information or Prodac Know-How which comes
             into the public domain otherwise than by breach of this Clause 14
             by the Vendor; or

      14.2.5 the continued use of any Prodac Confidential Information used by
             GmbH at the date of this Agreement for the purposes of its
             business.

14.3  The Purchaser shall not and shall procure that no member of the
      Purchaser's Group shall disclose to any person any GmbH Confidential
      Information of GmbH Know-How which may be written or may have come to its
      knowledge.

14.4  Clause 14.3 shall not apply to:

      14.4.1 disclosure of any GmbH Confidential Information or GmbH Know-How to
             officers or employees of the Vendor or the Purchaser whose province
             it is to know about the GmbH Confidential Information or GmbH Know-
             How;

                                     -17-
<PAGE>
 
      14.4.2  disclosure of any GmbH Confidential Information or GmbH Know-How
              required by law or any stock exchange;

      14.2.3  disclosure of any GmbH Confidential Information or GmbH Know-How
              to any professional adviser;

      14.4.4  any GmbH Confidential Information or GmbH Know-How which comes
              into the public domain otherwise than by breach of this Clause 14
              by the Purchaser; or

      14.4.5  any GmbH Confidential Information or GmbH Know-How used by Prodac
              at the date of this Agreement for the purposes of the Business.

15.   USE OF INTELLECTUAL PROPERTY RIGHTS
15.1  Save as otherwise provided in this Agreement the Vendor shall not in the
      Territory, and shall procure that no member of the Vendor's Group will,
      either alone or jointly with, through or as manager, adviser, consultant
      or agent for any person, directly or indirectly use in connection with any
      business which competes, directly or indirectly, with the Business as
      carried on at the date of this Agreement, any of the Intellectual Property
      Rights (in particular, any name including the word "Prodac") or use in
      that connection anything which is intended or is likely to be confused
      with, any of the Intellectual Property Rights provided that this Clause 15
      shall not prevent GmbH from using the word "Prodac" or any of the
      Intellectual Property Rights which do not belong to Prodac in the
      Territory in connection with the supply of any Prodac Systems, goods,
      components, parts software or literature produced or sourced by GmbH where
      (subject to Clause 16.6) it is not directly or indirectly in competition
      with the Business.

15.2  To the extent that any Intellectual Property Rights are used or required
      to be used by Prodac in, or in connection with, the Business at the date
      of this Agreement and GmbH owns or has the right to use such Intellectual
      Property Rights then to the extent that GmbH has the right to grant the
      same GmbH grants to the Purchaser a non-exclusive, royalty free right to
      use the Intellectual Property Rights for the duration of any of the
      Customer Agreements (as amended, extended, novated or superseded from time
      to time).

16.   FURTHER VENDOR'S UNDERTAKINGS
16.1  The Vendor shall not, and shall procure that no member of the Vendor's
      Group will nor any successor to its or their business other than the
      Business will for a period of three years after the date of this Agreement
      either alone or jointly with, through or as manager, adviser, consultant
      or agent for any person, directly or indirectly:

      16.1.1  carry on, or be engaged, concerned or interested in, or assist,
              any business which competes, directly or indirectly, with the
              Business as carried on at the date of this Agreement in the
              Territory;

      16.1.2  within the Territory in competition with the Business as carried
              on at the date of this Agreement either seek to procure orders
              from, or do business with, or procure directly

                                     -18-
<PAGE>
 
              or indirectly any other person to procure orders from or do
              business with, any person who has been a customer of the Business
              at any time during the period of 12 months before the date of this
              Agreement;

      16.3.1  in connection with any business competing with the Business
              carried on at the date of this Agreement engage, employ, solicit,
              or contact with a view to the engagement or employment by any
              person, any employee, officer or manager of the Business or any
              person who has been an employee, officer or manager of Business in
              the 12 months before the date of this Agreement in either case
              where the employee officer or manager either was as a part of his
              duties privy to Prodac Confidential Information or Prodac Know-How
              or would be in a position to exploit the trade connections of the
              Business provided that this Clause 16.1.3 shall not prevent the
              Vendor from employing Mr. Nicholas Reynell outside the hours of
              his Consultancy Agreement for the purpose of Prodac's business in
              the United Kingdom;

      16.3.4  do or say anything which is harmful to the reputation of the
              Business or which may lead any person to cease to deal with the
              Business on substantially equivalent terms to those previously
              offered or at all.

16.2  The Vendor shall not, and shall procure that no member of the Vendor's
      Group will nor any successor to its or their business (other than the
      Business) will for the unexpired period of the relevant Customer Agreement
      either alone or jointly with, through or as manager, adviser, consultant
      or agent for any person, directly or indirectly in competition with the
      Business as carried on at the date of this Agreement in the Territory
      either seek to procure orders from, or do business with, or procure
      directly or indirectly any other person to procure orders from or do
      business with any party to the relevant Customer Agreement.

16.3  The intent of the parties is that each of Clause 16.1 and 16.2 and each
      sub-clause in Clause 16.1 shall constitute an entirely separate and
      independent restriction on the Vendor.

16.4  Within three months after Completion Prodac shall procure that its name is
      changed so as not to include the word "Prodac" or to suggest any
      connection with the Business. Prodac acknowledges the reputation and
      goodwill is attached to the name "Prodac" and that the Purchaser is
      acquiring all rights in that name pursuant to this Agreement in respect of
      its use in connection with the Business subject to the provision in Clause
      15.1 and otherwise as set out in this Agreement. The Vendor shall not and
      shall procure that no member of the Vendor's Group will at any time after
      Completion, directly or indirectly, use, or authorise, encourage, allow or
      assist any person to use, any name or names identical or confusingly
      similar to "Prodac" in connection with any activity whatsoever which
      competes directly or indirectly with the Business in the Territory.

16.5  This Clause 16 shall not prevent GmbH from using the word "Prodac" in the
      Territory in connection with the supply of any goods, components, parts
      software or literature produced or sourced by GmbH where it is not
      directly or indirectly in competition with the Business.

                                     -19-
<PAGE>
 
16.6  Without prejudice to any other provision of this Agreement, save for
      Clause 16.1.2 which shall apply in any event, nothing shall prevent GmbH
      from competing with the Purchaser and any successors in title of the
      Purchaser under the name "Prodac" (including a company with the name
      "Prodac") from such point in time (if any) after the expiration of 12
      months from the date hereof at which the Purchaser shall have failed to
      acquire not less than 10 Prodac Systems from time to time in the
      immediately preceding period of 12 months.

17.   ANNOUNCEMENTS
17.1  Subject to Clause 17.2, no public announcement, communication or circular
      concerning the transactions referred to in this Agreement shall be made or
      despatched at any time (whether before or after Completion) by either
      party without the prior written consent of the other (such consent not to
      be unreasonably withheld or delayed).

17.2  Where the announcement, communication or circular is required by law or
      any regulation or rule of any stock exchange it shall so far as is
      practicable be made by a party after consultation with the other party and
      taking into account the reasonable requirements (as to timing, contents
      and manner of making or despatch of the announcement, communication or
      circular) of the other party.

18.  COMPETITION
     Notwithstanding any other provision of this Agreement, no provision of this
     Agreement, or of any agreement or arrangement of which it forms part, by
     virtue of which this Agreement, or any agreement or arrangement of which it
     forms part, is subject to registration under the Restrictive Trade
     Practices Acts 1976 and 1977 shall take effect until the day after the date
     on which particulars thereof have been furnished to the Director General of
     Fair Trading in accordance with the requirements of those Acts.

19.  COSTS
     Except as otherwise expressly provided in this Agreement, each party shall
     pay its own costs of and incidental to the negotiation, preparation,
     execution and implementation by it of this Agreement and of all other
     documents referred to in it.

20.  FURTHER ASSURANCE
     At any time (after Completion) the Vendor shall (at its cost) do and
     execute, or procure to be done and executed, all necessary acts, deeds,
     documents and things as may be reasonably requested of it by the Purchaser
     to give effect to this Agreement.

21.  GENERAL
21.1 No variation of this Agreement or of any of the documents in the agreed
     form shall be valid unless it is in writing and signed by or on behalf of
     each of the parties.

21.2 The failure to exercise or delay in exercising a right or remedy under this
     Agreement shall not constitute a waiver of the right or remedy or a waiver
     of any other rights or remedies and no

                                     -20-
<PAGE>
 
     single or partial exercise of any right or remedy under this Agreement
     shall prevent any further exercise of the right or remedy or the exercise
     of any other right or remedy.

21.3 The rights and remedies of the parties provided in this Agreement are
     cumulative and not exclusive of any rights and remedies provided by law.

21.4 The invalidity, illegality or unenforceability of any provision of this
     Agreement shall not affect or impair the continuation in force of the
     remainder of this Agreement.

21.5 Except to the extent that they have been performed and except as expressly
     provided in this Agreement the Warranties, indemnities, undertakings, and
     obligations contained in this Agreement shall remain in full force and
     effect notwithstanding Completion.

21.6 Nothing in this Agreement shall restrict or limit the general obligations
     at law of a party to mitigate any loss or damage which it may incur in
     consequence of a matter giving rise to a claim involving or relating to a
     breach of this Agreement.

22.  ASSIGNMENT
     Neither party shall assign or transfer or purport to assign or transfer any
     of its rights or obligations under this Agreement except that the benefit
     of the Warranties may be assigned in whole or in part and without
     restriction by the person for the time being entitled to the benefit of the
     Warranties.

23.  PROPERTY
23.1 Prodac hereby agrees that the Purchaser may occupy Prodac's premises at 25
     Shenley Pavilions ("THE PREMISES") as licensee for a period of three months
     from 30 September 1996 ("THE LICENCE PERIOD").

23.1 During the Licence Period:

     23.2.1 Prodac shall be responsible for the rent and other sums payable
            pursuant to Prodac's lease of the Premises including for the
            avoidance of doubt the service charge and insurance premiums;

     23.2.2 the Purchaser shall not knowingly do anything which may be in breach
            of the said lease (save for its occupation of the Premises as
            licensee).

23.3 At the end of the Licence Period:

     23.3.1 the Purchaser shall vacate the Premises; and

     23.3.2 if the Purchaser does not vacate the Premises at the end of the
            Licence Period then it shall refund to Prodac the rent and other
            sums payable pursuant to Prodac's lease of the Premises including
            for the avoidance of doubt the service charge and insurance premiums

                                     -21-
<PAGE>
 
             from the end of the Licence Period up until the date that the
             Purchaser vacates the Premises.

23.4  For the avoidance of doubt the Purchaser may vacate the Premises at any
      time during the Licence Period whereupon the licence granted by this
      clause 23 shall forthwith cease and determine.

24.   NOTICES
24.1  Any notice or other communication under or in connection with this
      Agreement shall be in writing and shall be delivered personally or sent by
      first class post pre-paid recorded delivery (and air mail if overseas) or
      by telefax, to the party due to receive the notice or communication as
      follows or such other address as either party may specify by notice in
      writing to the other:

      24.1.1  GmbH and Prodac

      Address:                   Max-Planck-Strasse 38
                                 D-50858
                                 Koln Marsdorf
                                 Germany

      Fax No.:                   00 49 22 34 21 5111

      Addressed for the
      personal attention of:     Reiner Kasbach; and
                                 Heinrich Wirt
      24.1.2  Purchaser

      Address:                   Granada House
                                 Ampthill Road
                                 Bedford
                                 MK42 9QQ
                                 England

      Fax No:                    01234 226600

      Addressed for the
      personal attention of:     The Company Secretary

24.2  In the absence of evidence of earlier receipt, any notice or other
      communication shall be deemed to have been duly given:

      24.2.1  if delivered personally, when left at the address referred to in
              Clause 24.1;

      24.2.2  if sent by first class mail other than air mail, three days after
              posting it;

                                     -22-
<PAGE>
 
      24.2.3  if sent by air mail, six days after posting it; and

      24.2.4  if sent by telefax, on completion of its transmission during
              normal business hours on a Business Day if not sent on a Business
              Day at 10:00 a.m. on the next Business Day.

25.   GOVERNING LAW AND JURISDICTION
25.1  This Agreement is governed by, and shall be construed in accordance with,
      English law.

25.2  Each party irrevocably agrees for the benefit of the Purchaser that the
      courts of England shall have exclusive jurisdiction to hear and determine
      any suit, action or proceedings, and to settle any disputes, which may
      arise out of or in connection with this Agreement (respectively,
      "PROCEEDINGS" and "DISPUTES") and, for such purposes, irrevocably submits
      to the jurisdiction of the courts of England.

25.3  Each party irrevocably waives any objection which it might at any time
      have to the courts of England being nominated as the forum to hear and
      determine any Proceedings and to settle any Disputes and agrees not to
      claim that the courts of England are not a convenient or appropriate
      forum.

25.4  Each party agrees that the process by which any Proceedings are begun in
      England or elsewhere may be served on the Vendor by being delivered in
      accordance with Clause 24. Nothing contained in this Clause 25.4 shall
      affect the right to serve process in any other manner permitted by law.

25.5  The submission to the jurisdiction of the courts of England shall not (and
      shall not be construed so as to) limit the right of the Purchaser to take
      Proceedings against the Vendor in any other court of competent
      jurisdiction, nor shall the taking of Proceedings by the Purchaser in any
      one or more jurisdictions preclude the Purchaser taking Proceedings in any
      other jurisdiction (whether concurrently or not) if and to the extent
      permitted by applicable law.

26.   COUNTERPARTS
      This Agreement may be executed in any number of counterparts, each of
      which when executed and delivered shall be an original, but all the
      counterparts together shall constitute one and the same instrument.

EXECUTED by the parties the day and year first above written.

                                     -23-
<PAGE>
 
                                  SCHEDULE 1
                                EXCLUDED ASSETS

1.  The Trade Debts and all cheques, bills, notes and securities for the Trade
    Debts.

2.  Any cash in hand and at bank.

3.  The Property.

4.  The Trade Credits.

5.  The Financial Records.

6.  The Jaguar motor car in the possession of Mr. Scully.


                                     -24-
<PAGE>
 
                                  SCHEDULE 2
                                   EMPLOYEES
<TABLE>
<CAPTION>
 
Name                                     Position
- ----                                     --------
<S>                                      <C>
 
Marlene Devonshire                       Administration Manager
 
Jane Henstock                            Administrator
 
John Clarke                              Service Engineer
</TABLE>


                                     -25-
<PAGE>
 
                                  SCHEDULE 3
                                  WARRANTIES

1.    CAPACITY AND AUTHORITY
1.1   INCORPORATION AND EXISTENCE
      Prodac is a company duly incorporated and validly existing under English
      law. GmbH is a company duly incorporated and validly existing under German
      law.

1.2   POWER AND AUTHORITY
1.2.1 The Vendor has the legal right and full power and authority to execute and
      deliver, and to exercise its rights and perform its obligations under,
      this Agreement and all the documents which are to be executed at
      Completion.

1.2.2 Prodac has the legal right and full power and authority to carry on the
      Business.

1.3   CORPORATE ACTION
      All corporate action required by the Vendor validly and duly to authorise
      the execution and delivery of, and to exercise its rights and perform its
      obligations under, this Agreement and all other documents which are to be
      executed at Completion has been duly taken.

1.4   BINDING AGREEMENTS
      This Agreement constitutes, and the documents which are to be executed at
      Completion when executed will constitute, valid and binding agreements of
      the Vendor enforceable in accordance with their respective terms.

2.    INFORMATION
2.1   GENERAL
      All information which has been given by the Vendor or its advisors to the
      Purchaser or its advisors in writing before and during the negotiations
      leading to this Agreement is true, complete and accurate in all respect
      and not misleading in any respect.

2.2   THE AGREEMENT AND THE DISCLOSURE LETTER
      The information set out in this Agreement and the Disclosure Letter
      (including any annexures to the Disclosure Letter) is true and accurate in
      all respect and not misleading in any respect.

3.    ACCOUNTS
3.1   GENERAL
3.1.1 The Accounts have been prepared in accordance with the law and on a proper
      and consistent basis in accordance with generally accepted accounting
      standards, principles and practices in the United Kingdom.

3.1.2 No change in accounting policies has been made in preparing the accounts
      of the Vendor for each of the financial periods of Prodac ended on the
      Last Accounting Date, except as stated in the audited balance sheets and
      profit and loss accounts for these periods.

                                     -26-
<PAGE>
 
3.1.3  The relevant Accounts show a true and fair view of the assets,
       liabilities, and the state of affairs of Prodac as at the Last Accounting
       Date and of the profits and losses or Prodac for the period ended on the
       Last Accounting Date.

3.2    PROVISION FOR DEBTS AND LIABILITIES
       Full disclosure of and adequate provisions for bad and doubtful debts and
       all liabilities (whether actual, contingent or otherwise) and all
       financial commitments in existence at the Last Accounting Date have been
       made in the relevant Accounts.

3.3    EXTRAORDINARY AND EXCEPTIONAL ITEMS
       The results shown by the audited profit and loss accounts of Prodac for
       each of the financial periods of Prodac ended on the Last Accounting Date
       have not (save as disclosed in those accounts) been affected by any
       extraordinary, exceptional or non-recurring item or by any other
       circumstance rendering the profits or losses for all or any of the
       periods covered by those accounts unusually high or low.

3.4    VALUATION OF STOCK AND LONG TERM CONTRACT BALANCES
       In the Accounts Stocks were valued in the same manner adopted in the
       preceding accounting periods and on the basis of the lower of cost or net
       realisable value.

3.5    DEPRECIATION
       The bases and rates of depreciation and amortisation adopted in the
       Accounts were the same as those adopted in the audited accounts of Prodac
       for the previous accounting periods.

3.6    MANAGEMENT ACCOUNTS
       The Management Accounts are substantially accurate insofar as they state
       the income arising in the Business during the period to which they relate
       and all expenses in that period directly relating to the Business and are
       not materially misleading in any respect.

3.7    RECORDS
       All the Records are in Prodac's possession or under its control, are
       fully and accurately completed in accordance with all applicable legal
       requirements and are up-to-date.

4.     CHANGES SINCE THE LAST ACCOUNTING DATE
4.1    GENERAL
       Since the Last Accounting Date:

       4.1.1  the Business has been carried on in the ordinary and usual course
              without interruption, in the same manner (including, without
              limitation, nature and scope) as in the year ended on the Last
              Accounting Date and so as to maintain the Business as a going
              concern; and

       4.1.2  save as disclosed by the Management Accounts there has been no
              adverse change in the financial or trading position or prospects
              of the Business.

                                      -2-
<PAGE>
 
4.2   SPECIFIC
      Since the Last Accounting Date:

      4.2.1  Prodac has not, other than in the ordinary and usual course of the
             Business:

             (a)  acquired or disposed of, or agreed to acquire or dispose of,
                  any asset;

             (b)  assumed or incurred, or agreed to assume or incur, any
                  liability, expenditure or obligation;

      4.2.2  Prodac has not factored, sold or agreed to sell, any of the Trade
             Debts;

      4.2.3  the Business has not been materially and adversely affected by the
             termination, or any change in the terms, of any important agreement
             or by the loss of any customer or source of supply.

5.    TAXATION
5.1   DISPUTES
      The Vendor is not involved in any dispute with the Inland Revenue or H.M.
      Customs and Excise or other appropriate fiscal authority concerning any
      matter likely to affect the Business or any of the Assets in any way.

5.2   STAMP DUTY
      All documents (other than those which have ceased to have any legal
      effect) to which the Vendor is a party and which relate to the Business
      have been duly stamped.

6.    ASSETS
6.1   TITLE AND CONDITION

      6.1.1  All the Assets are:

             (a)  legally and beneficially owned by Prodac free from any
                  Encumbrance;

             (b)  where capable of possession, in the possession or under the
                  control of Prodac; and

             (c)  situated in the United Kingdom.

      6.1.2  The Assets together with those items held on the Operation and
             Finance Leases comprise all the assets necessary or desirable for
             the Purchaser to carry on, fully and effectively, the Business as
             at present.

      6.1.3  All the Tangible Assets are in good repair, condition and working
             order and none is dangerous, fails to provide the functions for
             which it was made, out-of-date, unsuitable or in need of renewal or
             replacement or surplus to the requirements of the Business.

                                     -29-
<PAGE>
 
6.2   HIRE PURCHASE AND LEASED ASSETS
      Save as set out in the Disclosure Letter the Vendor is not a party to, or
      has any liability under, any lease or hire, hire purchase, credit sale or
      conditional sale agreement.

6.3   STOCKS
      6.3.1  The Stocks are of merchantable quality.

      6.3.2  None of the Stocks is or will be, defective when acquired by the
             Purchaser.
 
6.4   INTELLECTUAL PROPERTY
      6.4.1  The Intellectual Property Rights are:
 
             (a)  in full force and effect;

             (b)  solely and beneficially owned by, or validly granted to,
                  Prodac or GmbH, as the case may be, free from any licenses or
                  Encumbrances, in either case, preventing the use in connection
                  with the Business; and

             (c)  not, and will not, be the subject of any claims or opposition
                  from any employees or Prodac or GmbH as the case may be.

      6.4.2  There are no registered Intellectual Property Rights used or
             required to be used in the Business.
 
      6.4.3  There are and have been no proceedings, actions or claims, and no
             proceedings, actions or claims are pending or threatened or will
             arise, impugning the title, validity or enforceability of any of
             the Intellectual Property Rights or claiming any right or interest
             in any of the Intellectual Property Rights.
 
      6.4.4  Prodac has not granted and is not obliged to grant any license,
             sub-license, assignment or any other rights in respect of any of
             the Intellectual Property rights.
 
      6.4.5  There is, and has been, no infringement of any of the Intellectual
             Property rights.
 
      6.4.6  The activities, processes, methods, products or services now or at
             any time employed, used, dealt in, or supplied, by Prodac in the
             Business;
 
             (a)  are not now nor were they at the time employed, used, dealt in
                  or supplied, subject to the licence, consent or permission of,
                  or payment to, any third party;

             (b)  do not now nor did they at the time employed, used, dealt in
                  or supplied, infringe any Intellectual Property (including
                  without limitation, moral rights) of any third party; and

                                     -29-
<PAGE>
 
             (c)  will not give rise to any claim.

     6.4.7   To the best of the Vendor's knowledge, information and belief no
             party to any agreement relating to the use by the Vendor of any
             Intellectual Property Rights owned by a third party is, or has at
             any time been, in breach of the agreement.
     
     6.4.8   Prodac is not a party to any confidentiality or other agreement
             which restricts or would restrict the free use or disclosure of any
             information relating to the Business by the Purchaser.
 
     6.4.9   Prodac does not use, or otherwise carry on the Business under, any
             name other than Prodac.

6.5  EFFECT OF SALE
     The execution or performance of this Agreement and all other documents
     which are to be executed at Completion will not:

     6.5.1  result in the Purchaser losing the benefit of any asset, license,
            right or privilege which Prodac presently enjoys or relieve any
            person from any obligation to Prodac; or
 
     6.5.2  conflict with, or result in a breach of, any agreement or
            arrangement to which Prodac is a party.

7.   CONTRACTS
7.1  TYPES OF CONTRACTS
     None of the Contracts:

     7.1.1  was entered into otherwise than in the ordinary and usual course of
            the Business or (save for any agreement between Prodac and GmbH
            details of which are set out in the Disclosure Letter) by way of a
            bargain at arm's length;
 
     7.1.2  is a sale or purchase option or similar agreement, arrangement or
            obligation affecting any of the Assets;
 
     7.1.3  is an agreement, arrangement or obligation which cannot readily be
            fulfilled or performed by Prodac on time or without undue or unusual
            expenditure or money or effort;
 
     7.1.4  is an agreement or arrangement whereby Prodac is a member of a joint
            venture, consortium, partnership or incorporated or incorporated
            association (other than bona fide trade associations);
 
     7.1.5  is a distributorship, agency, franchise or management agreement or
            arrangement;

     7.1.6  is an agreement or arrangement in respect of which:

                                      -3-
<PAGE>
 
            (a)  particulars have been furnished to the Director General of Fair
                 Trading under the Restrictive Trade Practices Acts 1976 and
                 1977;
 
            (b)  has been notified to the Commission of the European Communities
                 for an exemption under Article 85(3) of the Treaty of Rome; or
 
            (c)  an application has been made to the Commission of the European
                 Communities for a negative clearance under Article 85 or 86 of
                 the Treaty of Rome.
 
7.2   CONDITIONS AND WARRANTIES IN RESPECT OF GOODS OR SERVICES
      Save for any condition or warranty implied by law or contained in its
      standard terms of business or otherwise given in the ordinary and usual
      course of business, Prodac has not given any condition or warranty, or
      made any representation, in respect of good or services supplied or agreed
      to be supplied by it or accepted any obligation that could give rise to
      any liability after the goods or services have been supplied by it.

7.3   ASSIGNMENT AND NOVATION
      Details of any permission or consent required for the assignment or
      novation of the Contracts to the Purchaser are set out in the Disclosure
      Letter.

7.4   DETAILS OF CONTRACTS
      True, complete and accurate details of each Contract has been supplied to
      the Purchaser.

7.5   DISPUTES
      None of the parties to any Contract is in breach of the Contract and no
      Contract is subject to any dispute or claim nor are there any
      circumstances existing known to Prodac which might give rise to any
      dispute or claim.

7.6  AMENDMENT, TERMINATION AND INVALIDITY
     7.6.1  Prodac has not received notice of any actual or intended amendment
            to the prices or other terms of any Contract.
 
     7.6.2  None of the parties to any Contract has given any notice of its
            intention to terminate, or has otherwise sought to repudiate or
            disclaim, the Contract.
 
     7.6.3  Prodac has no knowledge of the invalidity or unenforceability of, or
            grounds for rescission, avoidance or repudiation of, any Contract.
 
7.7  SET OFF AND COUNTERCLAIM
     None of the parties to any Contract is entitled to exercise any set off or
     counterclaim or delay or withhold payment of any monies falling due under
     the Contract or to effect payment to any party other than the party
     specified in the Contract or otherwise to perform its obligations in a
     manner at variance to that provided in the Contract.

                                     -31-
<PAGE>
 
8.   TERMS OF TRADE AND BUSINESS
8.1  CREDITORS
     Prodac has paid its creditors within the times agreed with the creditors
     and there are no debts owing by it which have been due for more than four
     weeks.

8.2  SUPPLIERS AND CUSTOMERS
     8.2.1 During the 12 months ending on the date of this Agreement not
           substantial customer or supplier of the Business has:
 
           (a)  ceased, or indicated an intention to cease, trading with or
                supplying the Business;
 
           (b)  reduced, or indicated an intention to reduce, substantially its
                trading with or supplies to the Business; or
 
           (c)  changed, or indicated an intention to change, substantially the
                terms on which it is prepared to trade with or supply the
                Business (other than normal price and quota changes).
 
     8.2.2 To the best of Prodac's knowledge information and belief without
           making enquiries no substantial customer or supplier of the
           Business is likely to:
 
           (a)  cease trading with or supplying the Business;
 
           (b)  reduce substantially its trading with or supplies to be
                Business; or
 
           (c)  change the terms on which it is prepared to trade with or
                supply the Business (other than normal price and quota
                changes).

     8.2.3 Prodac has not entered into any agreement or arrangement with any
           customer or supplier of the Business on terms materially different
           to any of its standard terms of business, copies of which are
           contained in the Disclosure Bundle.
 
8.3  LICENSES, AUTHORISATIONS AND CONSENTS

     8.3.1  Prodac has obtained all licenses, authorisations and consents
            required for the proper carrying on of the Business and any such
            licenses, authorisations and consents are valid and subsisting and
            are freely transferable to the Purchaser.

     8.3.2  Prodac is not in breach of any licenses, authorisations or consents
            and there are no circumstances which indicate that any of them may
            be revoked or not renewed, in whole or in part.
 
8.4  COMPUTER RECORDS
     None of the records, systems, data or information of the Business are
     recorded, stored, maintained, operated or otherwise wholly or partly
     dependent on or held or accessible by any

                                     -32-
<PAGE>
 
      means (including without limitation, any electronic, mechanical or
      photographic process whether computerised or not) which are not included
      amongst the Assets.

9.    EMPLOYEES
9.1   GENERAL
      9.1.1  There is not in existence any service agreement with any of the
             Employees which cannot be terminated by three months' notice or
             less without giving rise to any claim for damages or compensation
             (other than a statutory redundancy payment or statutory
             compensation for unfair dismissal) and Prodac has not received
             notice of resignation from any of the Employees.
 
      9.1.2  Full particulars are contained in the Disclosure Letter of:
 
             (a)  the name, date of commencement of employment, period of
                  continuous employment, salary and other benefits, grade, and
                  age, of each of the Employees and where any of the Employees
                  is continuously absent from work for a period in excess of one
                  month, the reason for the absence;
 
             (b)  the terms of each service agreement of each of the Employees;
                  and
 
             (c)  the terms of all consultancy agreements with Prodac relating
                  to the Business.
 
      9.1.3  The basis of the remuneration payable to the Employees is the same
             as that in force at the Last Accounting Date and Prodac is not
             obliged to increase nor has it made any provision to increase the
             aggregate annual remuneration payable to the Employees by more than
             five per cent, or to increase the rates of remuneration of any of
             the Employees save as disclosed in the Disclosure Letter.
 
      9.1.4  There are no amounts owing to any of the Employees or former
             employee of the Business other than remuneration accrued due or for
             reimbursement of business expenses.
 
      9.1.5  There is no agreement or arrangement between Prodac and any of the
             Employees or former employees of the Business with respect to his
             employment, his ceasing to be employed or his retirement which is
             not included in the written terms of his employment or previous
             employment (as the case may be).
 
      9.1.6  Prodac has maintained current, adequate and suitable records
             regarding the service of each of the Employees (including where
             appropriate, without limitation, details of terms of employment,
             payments of statutory sick pay, statutory maternity pay,
             disciplinary and health and safety matters, income tax and social
             security contributions).

                                     -33-
<PAGE>
 
9.2  PAYMENTS ON TERMINATION
     Except as disclosed in the Accounts:
     9.2.1  no liability has been incurred by Prodac for breach or termination
            of any service agreement with any of the Employees including,
            without limitation, redundancy payments, protective awards,
            compensation for wrongful dismissal, or unfair dismissal or failure
            to comply with any order for the reinstatement or re-engagement of
            any of the Employees; and
 
     9.2.2  Prodac has not made or agreed to make any payment or provided or
            agreed to provide any benefit to any of the Employees or former
            employees of the Business or any dependent of any of the Employees
            or former employees in connection with the actual or proposed
            termination or suspension of employment or variation of any service
            agreement of any of the Employees or former employees.
 
9.4  COMPLIANCE WITH RELEVANT LEGISLATION
     To the best of the Vendor's knowledge information and belief Prodac has
     not failed to comply with:

     9.3.1  any obligations imposed on it by, and all orders and awards made
            under, all statutes, regulations, codes of conduct and practice,
            collective agreements, customs and practices relevant to the
            relations between it and the Employees or any trade union or the
            terms of employment of the Employees; and

     9.3.2  any recommendations made by the Advisory Conciliation and
            Arbitration Service and with all awards and declarations made by
            the Central Arbitration Committee.

9.4  REDUNDANCIES AND TRANSFER OF BUSINESS
     Within the period of one year ending on the date of this Agreement Prodac
     has not:

     9.4.1  given notice of any redundancies to the relevant Secretary of State

     9.4.2  been a party to any relevant transfer as defined in the Transfer of
            Undertakings (Protection of Employment) Regulations 1981 nor has
            Prodac failed to comply with any duty to inform and consult any
            trade union under those Regulations.

9.5  TRADE UNIONS

     9.5.1  Prodac has no agreement or arrangement with any trade union or other
            body representing any of the Employees and Prodac does not recognise
            any trade union or other body representing any of the Employees for
            negotiating purposes.

     9.5.2  Prodac is not involved in, and there are no circumstances likely to
            give rise to, any industrial or trade dispute or negotiation
            regarding a claim of material importance with any trade union or
            other body representing any of the Employees.

                                     -34-
<PAGE>
 
9.6   INCENTIVE SCHEMES
      Prodac does not have in existence nor is it proposing to introduce any
      share incentive, share option, profit sharing, bonus or other incentive
      scheme for any of the Employees.

9.7   TRAINING
      There is no training scheme, arrangement or proposal in existence at the
      date of this Agreement in relation to the Business nor has there been any
      training scheme, arrangement or proposal in the past in respect of which a
      levy may in the future become payable by Prodac under the Industrial
      Training Act 1982.

10.   INSOLVENCY
10.1  No order has been made or petition presented or resolution passed for the
      winding up of Prodac or for the appointment of a provisional liquidator to
      Prodac or for an administration order in respect of Prodac.

10.2  No receiver or receiver and manager has been appointed by any person of
      the whole or any part of the business or assets of Prodac.

10.3  No voluntary arrangement has been proposed under section 1 of the
      Insolvency Act 1986 in respect of Prodac and no compromise or arrangement
      has been proposed, agreed to or sanctioned under section 425 of the
      Companies Act 1985 in respect of Prodac.

10.4  Prodac has not stopped paying its debts as they fall due.

10.5  No distress, execution or other process has been levied on any of the
      Assets.

10.6  There is no unfulfilled or unsatisfied judgment or Court order outstanding
      against Prodac.

11.   PENSIONS AND OTHER BENEFITS
      Prodac is not and has not been party to and does not contribute nor has it
      contributed to any retirement benefit scheme as defined in Section 611 of
      the Income and Corporation Taxes Act 1988 or to any personal pension
      scheme as defined in Section 630 of the Income and Corporation Taxes Act
      1988 or to any other scheme, arrangement or agreement (whether legally
      enforceable or not) for the provision of any relevant benefits as defined
      in Section 612(1) of that Act or any like benefits.

12.   LITIGATION AND COMPLIANCE WITH LAW
12.1  LITIGATION
      12.1.1  Save for the Dispute neither Prodac nor any person for whose acts
              or defaults Prodac may be vicariously liable is involved, or has
              during the two years ending on the date of this Agreement been
              involved, in any civil, criminal, arbitration or other proceedings
              in relation to the Business or any of the Assets and no civil,
              criminal, arbitration or other proceedings are pending, or
              threatened, by or against Prodac or any person for whose acts or
              defaults Prodac may be vicariously liable.

                                     -35-
<PAGE>
 
      12.1.2  To the best of the knowledge, information and belief of Prodac
              without making any enquiries no fact or circumstance exists which
              is likely to give rise to any civil, criminal, arbitration or
              other proceedings involving Prodac or any person for whose acts or
              defaults Prodac may be vicariously liable.

      12.1.3  There is no outstanding judgment, order, decree, arbitral award or
              decision of any court, tribunal, arbitrator or governmental agency
              against Prodac or any person for whose acts or defaults Prodac may
              be vicariously liable.

12.2  COMPLIANCE WITH LAW
      Prodac has conducted the Business in all material respects in accordance
      with all applicable legal and other requirements.

12.3  INVESTIGATIONS
      There have been and are no governmental or other investigations or
      enquiries or disciplinary proceedings concerning the Business; none are
      pending or threatened; and to the best of the knowledge, information and
      belief of Prodac no fact or circumstance exists which is likely to give
      rise to any such investigation, enquiry or proceedings.

12.4  UNLAWFUL PAYMENTS
      Neither Prodac nor any person for whose acts or defaults Prodac without
      making any enquiry may be vicariously liable has:

      12.4.1  induced any person to enter into any agreement or arrangement with
              Prodac by means of any unlawful or immoral payment, contribution,
              gift, or other inducement;

      12.4.2  offered or made any unlawful or immoral payment, contribution,
              gift or other inducement to any government official or employee;
              or

      12.4.3  directly or indirectly made any unlawful contribution to any
              political activity.

                                     -36-
<PAGE>
 
                                  SCHEDULE 4
                                 CONSIDERATION
<TABLE>
<CAPTION>
 
ASSET                                              AMOUNT PAYABLE ON
                                                       COMPLETION
<S>                                      <C>
The Contracts other than the             (Pounds)1
Operating and Finance Leases
 
The Operating Leases                     (Pounds)1
 
The Finance Leases                       (Pounds)125,531
 
The Customer Agreements                  (Pounds)19,463
 
The Goodwill                             (Pounds)9,900
 
The Intellectual Property Rights         (Pounds)1
 
The Tangible Immoveable Assets           (Pounds)100
 
The Tangible Moveable Assets             (Pounds)22,900
(including those at Linton Lodge)
 
The Know How                             (Pounds)100
 
The Hotel Billing System                 (Pounds)9,500
 
The Records                              (Pounds)1
 
Sums from third parties or insurers      (Pounds)1
(Clause 2.1.9)
 
All other property or assets (Clause     (Pounds)1
2.1.10)
 
TOTAL                                    (Pounds)187,500
</TABLE>

                                     -37-
<PAGE>
 
                                   SCHEDULE
                           LIMITATIONS ON WARRANTIES

1.   DEFINITIONS AND INTERPRETATIONS
1.1  In this Schedule the following words and expressions shall have the
     following meanings namely:

     "Claim" a claim by the Purchaser in respect of the Warranties

     "Liability" the liability of the Vendor for a Claim

1.2  The headings used in this Schedule shall not affect its interpretation

2.   GENERAL
     The provisions of this Schedule shall operate to limit the Liability and
     Clause 6 and Schedule 3 of this Agreement which shall be subject to and as
     qualified by the terms of this Schedule.

3.   MAXIMUM CLAIMS
     The aggregate Liability and for all legal and other costs in respect of
     Claims shall be the sum of (Pounds)187,500.

4.   PROVISION IN PRINCIPAL ACCOUNTS
     No Liability shall in any event arise to the extent that the particular
     subject matter of the relevant Claim is provided for in the Accounts and/or
     the Notes thereto and/or the Directors' Report and/or the auditors' report.

5.   INSURANCE
     In respect of any matter covered in whole or in part by any insurance
     policy the Purchaser shall procure that a Claim is notified to the relevant
     insurer and to the extent that the Purchaser recovers any loss suffered by
     it under such insurance shall give credit to the Vendor for the amount so
     recovered less all reasonable costs and expenses properly incurred by the
     Purchaser in making such recovery.

6.   RECOVERIES
     Any Liability shall be reduced by the amount of any recoveries which have
     been or subsequently are actually received or obtained by the Purchaser
     from any third party responsible or partly responsible for the act matter
     or circumstances giving rise to the relevant breach of Warranties or Claim
     and which are directly referable to the relevant Claim less all reasonable
     costs and expenses properly incurred by it or on behalf of the Purchaser in
     making such recovery. If any recovery is made after the Vendor has made
     payment to the Purchaser in respect of any such Liability the Purchaser
     shall forthwith refund or procure that there is forthwith refunded to the
     Vendor, the amount of such recovery less all reasonable costs and expenses
     properly incurred by it in making such recovery.

                                     -38-
<PAGE>
 
7.   LIMITATION OF REMEDY
     The remedy of the Purchaser for a Claim shall be in damages only and
     following Completion nothing herein contained or elsewhere shall entitle
     the Purchaser to rescind this Agreement.

8.   REMEDIABLE BREACHES
     A breach of the Warranties which is remediable shall not entitle the
     Purchaser to make any Claim unless the Vendor is given written notice
     thereof and the same is not remedied to the reasonable satisfaction of the
     Purchaser by the Vendor without cost to or obligation upon the Purchaser
     within 45 days after the date of receipt of such notice. Provided always
     that this paragraph 8 shall not operate to avoid a Claim in respect of
     which a notice has been given in accordance with this paragraph before the
     relevant Claim Date.

9.   MISCELLANEOUS
     If there shall be any conflict or ambiguity as between the provision of
     this Schedule and remainder of this Agreement then the relevant provisions
     of this Schedule shall prevail.





                                     -39-
<PAGE>
 
                                 SCHEDULE 6
                                  PRO FORMA
<TABLE>
<CAPTION>
                                                                                                               (Pounds)     (Pounds)

<S>                                                                                <C>                       <C>            <C>
 Rental Income (Note 2)                                                                                                      x
 LESS:    REBATES                                                                                                           (x)
 ----
                                                                                    TURNOVER (Note 1)                        x
                                                                                   ---------
 
Leasing                                                                                                      x
 
Depreciation                                                                                                 x
 
Commission                                                                                                   x
 
Royalties                                                                                                    x
 
Cassettes                                                                                                    x
 
Film Programmers                                                                                             x
 
Entertainment Guides                                                                                         x
 
Service                                                                                                      x
 
Freight                                                                                                      x
 
Repair Stock                                                                                                 x
 
Insurance                                                                                                    x
 
                                                                                   Cost of Sales (Note 1)              x
 
                                                                                                                       -
 
                                                                                   Gross Margin (Note 1)               x
 
Overheads (Note 3)                                                                                                     x
                                                                                                                       -
 
                                                                                   net profit or net loss    +/-       x
                                                                                                                       -
 
Notes
 
(1)  Headings and content will be as per Management Accounts reference
     FCONSOL.XLS.
 
(2)  Where Rental Income billed on a Monthly Basis apportionment to be made on
     a days expired basis.
 
(3)  Management Fees                                                                 x
 
     Less:  Costs re: Disposal                                                      (x)                      x
 
     Technical Costs                                                                 x
 
     Salaries                                                                                                x
 
     Office Expenses                                                                 x
 
     Less Rent                                                                       x
 
          Rates                                                                     (x)
 
 
 
                                                                                    40
 
          Service Charge                                                            (x)                      x
 
   Travel and Subsistence                                                                                    x
</TABLE>

                                     -40-
<PAGE>

<TABLE>
<CAPTION>

   <C>                                                                                                      <S> 
   Insurance                                                                                                 x
 
          Overheads                                                                                          x
          ---------
</TABLE>



                                     -41-
<PAGE>
 
Signed by                                 )
for and on behalf of                      )  /s/ Authorized signature
PRODAC PROZESSDATENTECHNIK GmbH:          )  /s/ Authorized signature



                                             Signature
- -------------------------------------------


Signed by                                 )
for and on behalf of                      )  /s/ Authorized signature
PRODAC HOTELVIDEO                         )  /s/ Authorized signature
COMMUNICATIONSYSTEMS LIMITED:



                                             Signature /s/ Authorized signature
- -------------------------------------------



Signed by
for and on behalf of
UK CONSUMER ELECTRONICS LIMITED:



                                             Signature /s/ Authorized signature
- -------------------------------------------



                                     -42-

<PAGE>
 
                                                                   EXHIBIT 10.43

DATED                                                                       1996
- --------------------------------------------------------------------------------


                      (1) PRODAC POZESSDATENTECHNIK GmbH


                                      AND


                      (2) UK CONSUMER ELECTRONICS LIMITED


                         ----------------------------

                               SUPPLY AGREEMENT

                         ----------------------------




- --------------------------------------------------------------------------------

                               Dibb Lupton Alsop
                                125 London Wall
                                London EC2Y 5AE

                              Tel:  0345 26 27 28
                              Fax:  0171 600 1727

                                       1

     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
<TABLE>
<CAPTION>
                                   CONTENTS
<S>  <C>                                                                     <C>
1.   INTERPRETATION........................................................    1
2.   SALE OF THE PRODUCTS..................................................    2
3.   TERMS OF BUSINESS.....................................................    2
4.   SPECIFICATION OF THE PRODUCTS.........................................    3
5.   PROGRESS AND INSPECTION...............................................    4
6.   DESPATCH..............................................................    4
7.   DESPATCH DELAY, SHORTAGES AND SURPLUSES...............................    5
8.   PASSING OF PROPERTY AND RISK TO THE CUSTOMER..........................    5
9.   PACKAGING AND MARKING.................................................    5
10.  WARRANTY..............................................................    6
11.  TRAINING AND COMMERCIAL AND TECHNICAL ASSISTANCE......................    6
12.  ENHANCEMENTS AND DEVELOPMENTS.........................................    7
13.  CUSTOMER SUPPLIER MATERIALS...........................................    7
14.  AVAILABILITY OF SPARE PARTS...........................................    7
15.  SERVICE MANUALS.......................................................    7
16.  PATENT RIGHTS.........................................................    8
17.  COMPLIANCE............................................................    8
18.  CONFIDENTIALITY.......................................................    8
19.  DURATION AND TERMINATION..............................................    8
20.  FORCE MAJEURE.........................................................    9
21.  ENTIRE AGREEMENT......................................................   10
22.  WAIVER OF RIGHTS BASED ON MISREPRESENTATION...........................   10
23.  ASSIGNMENT............................................................   10
24.  NO PARTNERSHIP........................................................   11
25.  COSTS AND EXPENSES....................................................   11
26.  INVALIDITY............................................................   11
27.  EXECUTION.............................................................   11
28.  AMENDMENT AND WAIVER..................................................   11
29.  LAW AND JURISDICTION..................................................   11
30.  NOTICES...............................................................   12
31.  SURVIVORSHIP..........................................................   12
32.  RESTRICTIVE TRADE PRACTICES ACT.......................................   12
33.  CONSEQUENTIAL LOSS....................................................   12

SCHEDULE 1--The Products and the Price List................................   14
SCHEDULE 2--The Specification..............................................   15
SCHEDULE 3--Warranties.....................................................   17
</TABLE>

                                      -i-
<PAGE>
 
             THIS AGREEMENT is made on _____________________,1996

BETWEEN:

(1)   PRODAC PROZESSDATENTECHNIK GMBH, a company incorporated in Germany of Max-
      Planck-Strasse 38 D-50858 Koln Germany ("the Supplier"); and

(2)  UK CONSUMER ELECTRONICS LIMITED, a company incorporated in England and
     Wales (registered no. 532857), whose registered office is at Granada House,
     Ampthill Road, Bedford MK32 9QQ, England ("the Customer").

                                    RECITALS

(A)  The Supplier carries on the business of, inter alia, manufacturing and
     selling the Products.

(B)  The Supplier and the Customer wish to ensure continuity of supply and
     orders for the Products and have agreed to enter into this Agreement on the
     terms set out below.

(C)  The Supplier has agreed to supply the Products to the Customer, inter alia,
     to be incorporated into the finished Products by Manufacturers, as
     appointed by the Customer, to be used for or in respect of the Customer's
     business from time to time.  The Supplier undertakes to liaise and/or co-
     operate with all the relevant parties as necessary to achieve this.

1.   INTERPRETATION

     1.1  In this Agreement, unless the context requires otherwise:

          "COMMISSIONING" means the acceptance by a customer of the Customer
          after installation of a Prodac System;

          "CONSEQUENTIAL LOSS" means liability in respect of loss of profits,
          goodwill or any type of special indirect or consequential loss
          (including loss or damage suffered as a result of action brought by a
          third party) other than any liability for death or injury arising from
          negligence;

          "FINISHED PRODUCTS" means the television sets into which the Prodac
          Boards are, from time to time, incorporated which constitute part of
          the Prodac System;

          "PRODAC BOARDS" means a device which when fitted to a television set
          enables the Prodac System to provide in-house pay for view films and
          hotel information services;

          "PRODAC SYSTEM" means the pay for view systems and hotel information
          systems supplied by the Supplier from time to time;
<PAGE>
 
          "PRODUCTS" means the products set out in Schedule 1 and all
          enhancements, modifications, developments and improvements to them
          together with equipment, parts or services not readily obtainable from
          a source other than the Supplier; and

          "SPECIFICATION" means the specification of the Products set out in
          Schedule 2 or any other specification agreed in writing between the
          parties.

     1.2  Reference to a clause, sub-clause, paragraph or schedule is to a
          clause, sub-clause, paragraph or schedule of or to this Agreement,
          unless the context requires otherwise.

     1.3  Reference to any gender includes the other genders and words denoting
          the singular include the plural and vice versa unless the context
          requires otherwise. Reference to a "person" includes any individual,
          firm, unincorporated association or body corporate.

     1.4  Reference to a statutory provision includes a reference to that
          statutory provision as from time to time amended, extended or re-
          enacted and any regulations made under it.

     1.5  The headings in this Agreement are for ease of reference only and
          shall not affect its construction or interpretation.

2.   SALE OF THE PRODUCTS

     During the continuance of this Agreement the Supplier shall sell and the
     Customer shall purchase such quantities of the Products as may be ordered
     by the Customer from time to time in accordance with the terms of this
     Agreement.

3.   TERMS OF BUSINESS

     3.1  All purchases of the Products by the Customer, including the purchases
          of 46 Prodac Systems for installation in various Moat House hotels
          plus 2 spare Prodac Systems for such hotels, shall be in accordance
          with this Agreement. Any terms and conditions of sale and/or purchase
          of the Supplier and/or the Customer shall not apply.

     3.2  The Products shall be sold by the Supplier to the Customer at the
          agreed prices set out in Schedule 1. The prices of the Products as
          listed in Schedule 1 will be reviewed by both parties annually in
          accordance with the latest available German Retail Price Index ("RPI")
          figures but the Supplier shall have the right to increase the prices
          of the Products from time to time by more than the prices as so
          reviewed to the extent that the increase in the cost to the Supplier
          of supplying the relevant Product exceeds the increase provided by
          increasing the price in accordance with the latest RPI.

     3.3  Spare parts shall be sold by the Supplier to the Customer on the basis
          of the Supplier's price list for the time being.

                                      -2-
<PAGE>
 
     3.4  All prices for the Products exclude postage, carriage, freight,
          insurance, handling charges, import duties, value added tax or other
          applicable sales tax but include packaging unless agreed, at the time
          of ordering, with the Customer.

     3.5  Orders for the Products shall be given by the Customer to the Supplier
          in writing.

     3.6  The Customer shall pay the Supplier for all Products sold and
          despatched to the Customer at the end of the month following the month
          in which the relevant invoice is received. The Supplier is entitled to
          interest at an annual rate of 2 per cent above the bank rate of the
          Deutsche Bundesbank valid at the time from the due date of payment
          (accruing on a daily basis) in relation to Products despatched to the
          Customer and in relation to which there is no dispute (save where the
          dispute is resolved in favor of the Supplier in which case interest
          shall be payable).

     3.7  The Supplier shall allow the customer such discount for prompt payment
          or otherwise as the Supplier may from time to time notify to the
          Customer provided that the Customer is not then in breach of any of
          the terms of this Agreement.

4.   SPECIFICATION OF THE PRODUCTS

     4.1  All Products sold by the Supplier to the Customer pursuant to this
          Agreement shall conform in all respects to the Specification
          (including, without limitation, as to quality and description) and the
          Customer shall be entitled to reject any of the Products which are not
          in accordance with the Specification. Immaterial faults which do not
          affect the functionality of the Products despatched do not entitle the
          Customer to refuse acceptance. The Supplier shall make good free of
          charge to the Customer any loss or damage to or defect in the Products
          (save in the extent that the Customer has a valid insurance claim in
          respect of the loss) where notice is given by the Customer within 30
          days from despatch to the Customer.

     4.2  The Supplier shall consult with the Customer from time to time during
          the continuance of this Agreement with a view to updating the
          Specification so as to ensure that it continues to be viable.

     4.3  If a significant number of the Products fail to meet the Specification
          or differ from samples previously approved or present a fire hazard or
          risk of harmful radiation or electrical shock or other injury or
          damage (a "Relevant Problem") the Customer may instruct the Supplier
          in writing to suspend despatch. Despatch may not be recommenced
          without the prior permission of the Customer which shall not be
          unreasonably withheld or delayed where the Relevant Problem has been
          rectified.

     4.4  The Supplier shall as soon as reasonably practicable notify the
          Customer in writing of any proposed changes, improvement, enhancements
          or modifications to the Products of which it has knowledge. The
          Supplier shall not, save in respect of any component 

                                      -3-
<PAGE>
 
          which performs an identical function, make any such change,
          improvement, enhancement or modification where the Customer shall have
          objected in writing to the Supplier within 30 days after receipt of
          the notification from the Supplier.

     4.5  When requested in writing the Supplier shall supply samples of any
          proposed new Products, changes, improvements, enhancements or
          modifications to the Customer for its approval (such approval not to
          be unreasonably withheld or delayed) prior to production of the full
          quantity ordered.

5.   PROGRESS AND INSPECTION

     5.1  The Customer shall have the right to inspect all the Products at the
          Supplier's works at all reasonable times and reject any of the
          Products that do not comply with the terms of this Agreement.

     5.2  Any such inspection, checking, approval or acceptance made or given by
          or on behalf of the Customer shall not relieve the Supplier or his 
          sub-contractors from any obligation under this Agreement.

6.   DESPATCH

     6.1  The Customer shall consult from time to time with the Supplier
          concerning the Customer's likely demand for the Products and expected
          requirement for times of despatch. The Customer shall notify the
          Supplier of any prospective order for Products as soon as is
          reasonably practicable. The parties shall use all reasonable endeavors
          to agree a mutually satisfactory date for despatch of the Products
          which enables the Customer to satisfy any prospective orders and, in
          the absence of any such agreement, the date of despatch shall be as
          soon as reasonably practicable having due regard, in the normal course
          of events, to the capacity of and the lead time for the Supplier to
          manufacture or source the Products. Any alteration to the date of
          despatch must be agreed to by each of the parties.

     6.2  The Supplier shall furnish such programmes of manufacture and despatch
          as the Customer may reasonably require and the Supplier shall give
          notice to the Customer as soon as practicable if such programmes are
          or are likely to be delayed.

     6.3  The Products must be despatched to the delivery point(s) within the
          Territory specified in the Customer's order unless a different
          delivery point(s) is subsequently agreed.

     6.4  Where the Customer's order states that the time and delivery point
          should be obtained from the Customer prior to despatch, the Supplier
          must so inform any carrier accordingly.

                                      -4-
<PAGE>
 
     6.5  As well as any documentation required by law or for the carriage of
          the Products across international borders, all the Products must be
          accompanied by a despatch note clearly showing the Customer's order
          number and batch numbers of the products and a full description of the
          Products supplied including both the Supplier's part number(s) and the
          Customer's part number(s) (if any).

     6.6  The Supplier is entitled to despatch a consignment in several batches
          and to invoice these separately.

7.   DESPATCH DELAY, SHORTAGES AND SURPLUSES

     7.1  Time of despatch shall be of the essence.

     7.2  Subject to the provisions of Clause 20, without prejudice to the
          Customer's other rights the Customer reserves the right to cancel
          either the whole or the unexecuted part of the order if unexecuted
          within the time determined in accordance with the provisions of Clause
          6.1 unless agreed otherwise.

     7.3  Should the Supplier's failure to despatch by the due date necessitate
          deliveries by special transport, all additional carriage charges shall
          be for the Supplier's account unless agreed otherwise.

     7.4  The Customer reserves the right to return to the Supplier at the
          Supplier's expense, any of the Products despatched in excess of the
          quantities specified in the Customer's order, or in excess of despatch
          schedules previously agreed.

     7.5  The Supplier shall give notice to the Customer in writing as soon as
          practicable in the event that the time of despatch is or is likely to
          be delayed.

8.   PASSING OF PROPERTY AND RISK TO THE CUSTOMER

     8.1  The property and risk in the Products shall remain with the Supplier
          until they leave the Supplier's premises.

     8.2  The Supplier shall be obliged to arrange the insurance of the Products
          at the expense of the Customer for the period from when the Products
          leave the Supplier's premises up to and including when they are
          delivered to the delivery point.

9.   PACKAGING AND MARKING

     9.1  The Products must be clearly labeled and suitably packaged to avoid
          damage in transit and afford reasonable protection for safe storage by
          or on behalf of the Customer.

                                      -5-
<PAGE>
 
     9.2  All information, held by or reasonably available to the Supplier,
          regarding any hazards or potential hazards known or believed to exist
          in the transport, handling or use of the Products supplied shall be
          communicated to the Customer by the Supplier in writing prior to
          despatch.

10.  WARRANTY

     10.1 The Supplier shall warrant all the Products, whether in relation to
          workmanship, software or materials, to be free of defects for a period
          of: (i) six months from the date of Commissioning in the case of
          Products other than spare parts; and (ii) eight months from despatch
          in the case of spare parts. In the event of such defects being
          notified to the Supplier within the relevant period, the Supplier will
          at the Supplier's option replace or repair (within a reasonable time)
          the Products that are defective at no charge to the Customer provided
          that the Customer shall have first returned any defective Product to
          the Supplier at the sole cost of the Supplier subject to the means of
          return being appropriate in all the circumstances.

     10.2 In the event of any epidemic failure within 40 months of Commissioning
          the Supplier shall meet the Customer's full costs (material and labor)
          in adjusting, repairing, modifying or replacing components in all the
          Products which have so failed or which in the Customer's reasonable
          opinion are likely to fail provided that the Supplier shall have been
          given a reasonable opportunity of adjusting, repairing, modifying or
          replacing such components. For the purpose of this clause, epidemic
          failure shall be defined as a recurrence of the same fault or
          component failure within a three month period at a rate of 5% per
          annum or more of the total quantity of the Products or goods of the
          same type, purchased by the Customer from the Supplier (fair wear and
          tear excepted).

     10.3 The Customer shall notify the Supplier of Commissioning on or before
          seven days after Commissioning.

11.  TRAINING AND COMMERCIAL AND TECHNICAL ASSISTANCE

     11.1 The Supplier shall from time to time during the term of this
          Agreement, at the request of the Customer render to the Customer free
          of charge (save as specified below) adequate training and commercial
          and technical assistance in connection with the Products.

     11.2 Any training course which takes place otherwise than (i) at the
          premises of the supplier; or (ii) at any other place in Koln shall be
          at the cost of the Customer to be agreed in advance by the Supplier
          and the Customer.

                                      -6-
<PAGE>
 
12.  ENHANCEMENTS AND DEVELOPMENTS

     12.1 The Supplier shall endeavor to maintain the Products' competitive edge
          in the market. The Customer shall notify the Supplier of any
          suggestions to reduce costs or increase productivity.

     12.2 It is acknowledged by both parties that enhancements to the technology
          of the Prodac System may be necessary in the future. The Customer
          shall notify the Supplier when such need arises in order to provide
          the Supplier with the first opportunity to respond to it. Nothing in
          this Agreement shall prevent the customer from time to time developing
          or using any other pay for view system or hotel information systems.

13.  CUSTOMER SUPPLIER MATERIALS

     13.1 The Supplier shall be responsible for any property which the Customer
          may provide to the Supplier in connection with the Customer's order
          and shall indemnify the Customer against loss or damage to such
          property. This shall also apply to any tooling wholly or partially
          paid for by the Customer. The Supplier shall clearly mark all such
          property as the property of the Customer and shall submit stock
          returns thereof as and when requested by the Customer.

     13.2 The Supplier must advise the full name and address of the contact to
          whom items are to be sent and the despatch date by which they are 
          required.

14.  AVAILABILITY OF SPARE PARTS

     14.1 The supplier shall undertake to make available spare parts
          replacements and upgrades of the Products as reasonably required by
          the Customer for at least seven years from the date of the last
          Commissioning provided that the supplier shall make available to the
          Customer such spare parts replacements and upgrades as the Customer
          may order within the three month period immediately before the end of
          such seven year period.

     14.2 Spare parts ordered by the Customer for despatch to any nominated
          United Kingdom address must be despatched within a six week period
          from receipt of order by the Supplier.

15.  SERVICE MANUALS

     Where applicable and agreed, the Supplier shall supply as agreed quantities
     of service manuals and broadsheets free of charge and ensure that these are
     available prior to first despatch of the Products.  Any service manuals and
     broadsheets shall be in English.

                                      -7-
<PAGE>
 
16.  PATENT RIGHTS

     The Supplier shall indemnify the Customer against any cost, damage, expense
     or claim in respect of letters patent, registered design, trade mark or
     copyright caused by or arising out of the use or sale of the Products or
     any article or material supplied by the Supplier to the Customer.

17.  COMPLIANCE

     The Supplier and the Customer mutually undertake to comply with all
     legislation, directives and regulations relating to the provision and use
     of electrical appliances, software, goods and services applicable in the
     European Community and the United Kingdom.

18.  CONFIDENTIALITY

     18.1 Each of the parties to this agreement undertakes to the other to keep
          confidential all information (written or oral) concerning the business
          and affairs of the other which it has obtained or received as a result
          of discussions leading up to the entering into of this agreement or
          which it has obtained during the course of this agreement except any
          information which is:

               18.1.1     trivial or obvious;

               18.1.2     already in its possession other than as a result of a
               breach of this clause 18; or

               18.1.3     in the public domain other than as a result of a
               breach of this clause 18.

     18.2 Each of the parties undertakes to the other to take all such steps as
          shall from time to time be necessary to ensure compliance with the
          provisions of this clause 18 by its employees, agents and
          subcontractors.

19.  DURATION AND TERMINATION

     19.1 This agreement shall commence on 1 October 1996 and, subject to the
          provisions of this clause 19 and Clause 14, shall continue for a
          period of three years from the date of this Agreement and thereafter,
          unless or until terminated by either party giving to the other not
          less than three calendar months' notice in writing.

     19.2 Without prejudice to the foregoing, either party may terminate this
          Agreement immediately by notice in writing to the other party if any
          of the following events occurs:

                                      -8-
<PAGE>
 
               19.2.1 that the other party has committed a material breach of
               this Agreement which, in the case of a material breach capable of
               remedy, has not been remedied within 30 days of the receipt by
               such other of a notice specifying the material breach and
               requiring its remedy;

               19.2.2 an order is made or a resolution is passed for the winding
               up of the other party except in the case of a voluntary winding
               up for the purposes of a scheme of reconstruction or
               amalgamation, the terms of which shall previously have been
               approved in writing by the other party;

               19.2.3 an administrative order is made or a petition for such an
               order is presented in respect of the other party;

               19.2.4 a receiver (which expression shall include an
               administrative receiver) is appointed in respect of the other
               party or any of the other party's assets;

               19.2.5 the other party is unable to pay its debts within the
               meaning of section 123 of the Insolvency Act 1986;

               19.2.6 any voluntary arrangement is proposed under section 1 of
               the Insolvency Act 1986 in respect of the other party;

               19.2.7 the other party ceases, or threatens to cease, to carry on
               business;

               19.2.8 any event analogous to those described in sub-clauses
               19.2.3 to 19.2.7 occurs in relation to the other party in any
               jurisdiction in which that other party is incorporated or
               resident or carries on business.

     19.3 On termination of this agreement for any reason, and subject as
          otherwise provided in this agreement to any rights or obligations
          which have accrued before termination, neither party shall have any
          further obligation to the other under this agreement.

20.  FORCE MAJEURE

     20.1 Neither party shall be liable to the other or be deemed to be in
          breach of this Agreement and the Supplier may suspend despatch of the
          Products by reason of any delay in performing, or failure to perform,
          any of its obligations under this Agreement if the delay or failure
          was due to circumstances beyond that party's reasonable control
          (including, without limitation, any strike, lock-out or other
          industrial action, Act of God, war or threat of war, accidental or
          malicious damage, fire, or prohibition or restriction by governments
          or other legal authority or any unforeseen failure of any supplier of
          the Supplier).

                                      -9-
<PAGE>
 
     20.2 A party claiming to be unable to perform its obligations under this
          agreement (either on time or at all) in any of the circumstances set
          out in clause 20.1 must immediately notify the other party of the
          nature and extent of the circumstances in question.

     20.3 This clause 20 shall cease to apply when the relevant circumstances
          have ceased to have effect on the performance of this Agreement but
          where the circumstances so require the time for performance shall be
          extended for an appropriate period of time.

     20.4 If any circumstance relied on by either party for the purposes of this
          clause 20 continues for more than six months, the other party shall be
          entitled to terminate this Agreement immediately by notice in writing.

21.  ENTIRE AGREEMENT

     21.1 This Agreement constitutes the entire agreement between the parties in
          connection with its subject matter.

     21.2 No party has relied on any representation or promise except as
          expressly set out in this Agreement.

22.  WAIVER OF RIGHTS BASED ON MISREPRESENTATION

     22.1 Each party unconditionally waives any rights it may have to claim
          damages against the other on the basis of any statement made by the
          other (whether made carelessly or not) not set out or referred to in
          this Agreement (or for breach of any warranty given by the other not
          so set out or referred to) unless such statement or warranty was made
          or given fraudulently.

     22.2 Each party unconditionally waives any rights it may have to seek to
          rescind this Agreement on the basis of any statement made by the other
          (whether made carelessly or not) whether or not such statement is set
          out or referred to in this Agreement unless such statement was made
          fraudulently.

23.  ASSIGNMENT

     Neither party shall without the prior written consent of the other party
     assign, transfer, charge or deal in any other similar manner with this
     Agreement or its rights or any part of them under this Agreement, or
     purport to do any of the same, nor subcontract any or all of its
     obligations under this agreement provided that nothing in this Clause shall
     restrict the Supplier from obtaining its supplies from third parties.

                                     -10-
<PAGE>
 
24.  NO PARTNERSHIP

     Nothing in this Agreement shall create, or be deemed to create, a
     partnership between the parties.

25.  COSTS AND EXPENSES

     Except as otherwise stated in this Agreement, each party shall pay its own
     costs and expenses in relation to the negotiation, preparation, execution
     and implementation of this Agreement.

26.  INVALIDITY

     The invalidity, illegality or unenforceability of any provision of these
     conditions should not affect the other conditions.

27.  EXECUTION

     This Agreement may be executed in any number of counterparts, and by the
     parties on separate counterparts, each of which when so executed shall be
     an original, but all counterparts shall together constitute one and the
     same instrument.

28.  AMENDMENT AND WAIVER

     28.1 No variation of this Agreement shall be effective unless it is made in
          writing, refers specifically to this Agreement and is signed by the
          parties.

     28.2 No waiver of any term, provision or condition of this Agreement shall
          be effective except to the extent made in writing and signed by the
          waiving party.

     28.3 No omission or delay on the part of any party in exercising any right,
          power or privilege under this Agreement shall operate as a waiver by
          it or of any right to exercise it in future or of any other of its
          rights under this Agreement.

29.  LAW AND JURISDICTION

     29.1 This Agreement shall be governed by and construed in all respects in
          accordance with English law.
 
     29.2 The parties submit to the exclusive jurisdiction of the English courts
          and agree that (subject to clause 29.3), in respect of proceedings in
          England or in any other jurisdiction, process may be served on either
          of them in the manner specified for notices in clause 30.

                                     -11-
<PAGE>
 
     29.3 The Supplier irrevocably appoints and authorises Jay Benning & Peltz
          of One Great Cumberland Place, London W1H 7AL (or such other person
          being a firm of solicitors resident in England as the Supplier may by
          notice substitute) to accept service on behalf of the Supplier of all
          legal process and service on Jay Benning & Peltz (or each substitute)
          shall be deemed to be service on the Supplier.

     29.4 The rights set out in this clause 29 are in addition to any other
          manner of service permitted by law.

30.  NOTICES

     30.1 Any notice or other communication to be given under this agreement
          must be in writing and may be delivered or sent by pre-paid air mail
          letter post or facsimile transmission to the party to be served at
          that party's last known address.

     30.2 Any notice or document shall be deemed served, if delivered, at the
          time of delivery, if posted, 6 working days after posting and if sent
          by facsimile transmission, at the time of transmission.

31.  SURVIVORSHIP

     This agreement shall, as to any of its provisions remaining to be performed
     in whole or in part or capable of having effect following termination,
     remain in full force and effect despite termination.

32.  RESTRICTIVE TRADE PRACTICES ACT

     32.1 Despite any other terms of this agreement, no provisions by virtue of
          which this agreement (or any agreement or arrangement of which it
          forms part) is subject to registration under the Restrictive Trade
          Practices Acts 1976 and 1977 shall take effect until the day after the
          required particulars of it have been furnished to the Director General
          of Fair Trading in accordance with the requirements of those Acts.

     32.2 The parties undertake to submit the required particulars within 30
          days from the date of this agreement.

33.  CONSEQUENTIAL LOSS

     The Supplier shall not be liable for Consequential loss in relation to any
     matter if:

     33.1 the Customer shall have failed to give the supplier written notice of
          the relevant matter (stating in reasonable detail its nature and, so
          far as is practicable, the amount claimed) and to have consulted with
          the Supplier with respect to the matter; or

                                     -12-
<PAGE>
 
     33.2 the Customer shall have settled any claim or taken (or failed to have
           taken) any significant step in proceedings in relation to the matter
           without the prior written consent of the Supplier such consent not to
           be unreasonably withheld or delayed.

     The Customer shall limit liability under any new contracts with any
     customers to (Pounds)5,000 per hotel.

IN WITNESS of which this Agreement has been duly executed by the parties.



EXECUTED for and on behalf of       )
PRODAC PROZESSDATENTECHNIK GmbH     )  /s/ Authorized Signature
in the presence of:                 )


EXECUTED for and on behalf of       )
CONSUMER ELECTRONICS LIMITED in     )  /s/ Authorized Signature
the presence of:                    )

                                     -13-
<PAGE>
 
                                  SCHEDULE 1

                        THE PRODUCTS AND THE PRICE LIST
<TABLE>
<CAPTION>

DESCRIPTION                                                      PRICE IN DM
<S>                                                              <C>
Prodac HSI Board for Philips TV HT3352                                [***]
Video Steel Cabinet                                                   [***]
Pentium Computer                                                      [***]
VGA Colour Monitor                                                    [***]
Video Text Inserter (Full Channel)                                    [***]
Interface for Data Transmission Card                                  [***]
Serial Interface Card                                                 [***]
Keyboard 19"                                                          [***]
Printer                                                               [***]
Software Video Version 6.0                                            [***]
Data Receiver V3.0                                                    [***]
Blocking Filter for Low Frequencies                                   [***]
Radio Tuner Technics                                                  [***]
Power Supply TRN270                                                   [***]
TGR202 Transmission Unit                                              [***]
TGR203 Transmission Unit                                              [***]
TRM253 VHF Modulator                                                  [***]
TRM254 UHF Modulator                                                  [***]
CPU400                                                                [***]
AVM400 IF Convertor                                                   [***]
Data Transmitter TXS 400                                              [***]
Carbon Copy Licence                                                   [***]
Printer Platform                                                      [***]
Data Cable per metre                                                  [***]
Project Leader per hour                                               [***]
Installaton Leader per hour                                           [***]
Technician per hour                                                   [***]
Training - rate to be agreed prior to each training session
</TABLE>

                                     -14-


     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.

<PAGE>
 
                                   SCHEDULE 2
                               THE SPECIFICATION

OVERVIEW
- --------

The Prodac system is a Pay-TV system with interactive guest services for the
hospitality industry.

Typically 4 pay channels would be provided, along with a number of off air
satellite, TV and radio channels.

The system operates over a conventional VHF/UHF tree and branch cable system.

The communications between the rooms and the head end PC is achieved by using
FSK data modulated onto carriers.

Interfaces to a number of hotel Property Management Systems (PMS) are provided.
These are software selectable.  This allows guest and transaction information to
be passed to and from the PMS and the Prodac PC controller.

The Interactive guest service can include some or all of the following:

     Welcome message
     Bill Review
     Express checkout
     Messaging
     Room service
     Information channel (teletext based)
     Room status (for hotel staff)

The system currently has interfaces for Phillips and Nokia hotel TV's.

                                     -15-
<PAGE>
 
CONFORMITY
- ----------
It is acknowledged that unless actual installation meets with at least CE
Standards there may be interference with reception.

Subject to clause 4 of the Agreement, all equipment supplied must conform to
samples evaluated and signed off by Granada Technical Engineering Department
prior to any order being placed.  High quality components must be used in order
to minimize maintenance costs and down time.  The design must comply with all
the relevant European Standards - CE.

The equipment supplied to the Moat House contract should be used as a bench
mark.

                                     -16-
<PAGE>
 
                                   SCHEDULE 3
                                   WARRANTIES


1.     CAPACITY AND AUTHORITY
1.1    INCORPORATION AND EXISTENCE
       Prodac is a company duly incorporated and validly existing under English
       law. GmbH is a company duly incorporated and validly existing under
       German law.
     
1.2    POWER AND AUTHORITY
     
1.2.1  The Vendor has the legal right and full power and authority to execute
       and deliver, and to exercise its rights and perform its obligations
       under, this Agreement and all the documents which are to be executed at
       Completion.
     
1.2.2  Prodac has the legal right and full power and authority to carry on the
       Business.
     
1.3    CORPORATE ACTION
       1.4

                                     -17-

<PAGE>
 
                                                                   EXHIBIT 10.44

                             DATED __________, 1996



                            PROZESSDATENTECHNIK GmbH

                                    - AND -

                        UK CONSUMER ELECTRONICS LIMITED



- --------------------------------------------------------------------------------

                         SOFTWARE LICENCE AND TECHNICAL
                               SUPPORT AGREEMENT
- --------------------------------------------------------------------------------



                              Jay Benning & Peltz
                           One Great Cumberland Place
                                 London W1H 7AL



                              Tel:  0171-636 9043
                               Fax: 0171-631 4207

                                    Ref: BJ



     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
                SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT
 
                                                                       PAGE
                                                                       ----
Index to Clauses

1   Definitions......................................................   1

2   Grant of Licence and Provision of Services.......................   2

3   Licence Fee......................................................   3

4   Technical Support................................................   3

5   Property and Confidentiality in the Licensed Program Materials...   5

6   Use on Non-Designated Equipment and Relocation of the            
      Designated Equipment...........................................   5

7   Warranty.........................................................   6

8   Limitation of Liability..........................................   6

9   Intellectual Property Rights Indemnity...........................   6

10  Risk in the licensed program materials...........................   7

11  Confidentiality..................................................   7

12  Licensee's Representatives.......................................   7

13  Force Majeure....................................................   7

14  Waiver...........................................................   8

15  Notices..........................................................   8

16  Invalidity and severability......................................   8

17  Entire Agreement.................................................   8

18  Successors.......................................................   9

19  Assignment and Sub-Licensing.....................................   9

                                      -i-
<PAGE>
 
                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                       PAGE
                                                                       ----

20  VAT..............................................................   9

21  Headings.........................................................   9

22  Law..............................................................   9


Schedule

                                     -ii-
<PAGE>
 
               SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT
 
 
Date:                           1996
 
Parties:
 
1    "The Company":    PRODAC PROZESSDATENTECHNIK GmbH a Company 
                       incorporated in Germany and whose registered office is at
                       Max-Planck-Strasse 38D - 50858 Koln Marsdorf Germany
 
2    "The Licensee":   UK CONSUMER ELECTRONICS LIMITED registered number
                       532857) whose registered office is at Granada House
                       Ampthill Road, Bedford MK42 9QR
 
 
                                    RECITAL

     The Company has agreed to grant the Licensee perpetual non-exclusive,
royalty-free licenses to use the computer software programs and associated
documentation listed in the Schedule and to provide certain services to the
Licensee in respect of technical support upon the terms and conditions of this
Agreement.

     Operative Provisions:

1    DEFINITIONS

     1.1  In this Agreement unless the context otherwise requires:

     "ACTUAL DELIVERY DATE" means the actual date that the Prodac System in
which the licensed program is to reside is delivered.

     "ADDITIONAL CHARGES" means the charges at the Company's rates from time to
time for work undertaken on a time and materials basis.

     "CDPA" means the Copyright Design & Patents Act 1988.

     "COMMISSIONING" as defined in the Supply Agreement.

     "CONSEQUENTIAL LOSS" means a liability in respect of loss of profits
goodwill or any type of special indirect or consequential loss (including loss
or damage suffered as a result of action brought by a third party) other than
any liability for death or injury arising from negligence.
<PAGE>
 
     "DELIVERY DATE" means the estimated date for the delivery of the Licensed
Program Materials set out in the Schedule.

     "LICENCED PROGRAMS" means the software programs used in the Prodac System
save for the Microsoft and Microcom Software including any New Release of the
same made or issued pursuant to clause 4 below.

     "LICENCED PROGRAM MATERIALS" means the Licensed Programs and the Program
Documentation.

     "NEW RELEASE" means any improved enhanced modified or corrected version of
any of the Licensed Programs or Program Documentation from time to time issued
by the Company.

     "PRODAC SYSTEM" has the same meaning as that in the supply agreement
between the parties of even date.

     "PROGRAM DOCUMENTATION" means the instruction manuals for the software and
any other information to be made available from time to time during this
Agreement by the Company at its discretion in either printed or machine readable
form to the Licensee.

     "SERVICES" means the provision of Technical Support in accordance with
respectively clause 4 below.

     "SITE" means the address for delivery of the Licensed Program Materials to
be advised in the relevant order.

     "THE SUPPLY AGREEMENT" as referred to above in the definition of Prodac
System.

     "TECHNICAL SUPPORT" means the provision of such categories of technical
support in accordance with clause 4 below.

     "USE" includes, without limitation, the running, copying or transmission of
the Licensed Programs into or on the Prodac System and the operation of the
Prodac System and Licensed Programs with other equipment or software together
with the use of the Program Documentation.

2    GRANT OF LICENCE AND PROVISION OF SERVICES

     2.1  The parties agree that the first time Licensed Programs are supplied
by the Company to the Licensee on the supply of any Prodac System whether before
or after the date of this Agreement including the completion of the Sale &
Purchase Agreement relating inter alia to the Customer Agreements referred to in
Clause 3.1 the provisions of this Agreement shall apply to the Licensed Programs
so supplied;

                                      -2-
<PAGE>
 
     2.2  The Company in consideration of the payment by the Licensee of the
Licence Fee in accordance with clause 3 below hereby:

          2.2.1  grants to the Licensee a perpetual, non-exclusive royalty-free
licence to Use:

                 (i)     the Licensed Programs upon the Prodac System and

                 (ii)    the Program Documentation; and

          2.2.2  undertakes to the Licensee to provide the Services upon the
terms and conditions of this Agreement.

3    LICENCE FEE

     3.1  The Licensee shall pay a one off licence fee of Dm [***] plus VAT to
the Company ("the Fee") for each Licensed Program ordered but not already paid
for and those to be ordered in the future but not for those relating to the
Customer Agreements as referred to in the Sale and Purchase Agreement of even
date made inter alia between the parties at the time and in the manner that the
Licensee is to pay for the Prodac System into which the Licensed Programs are to
be installed.

     3.2  The Company reserves the right to charge the Licensee interest in
respect of the late payment of any sum due under this Agreement (as well after
as before judgment) at the rate of three per cent per annum above the base rate
from time to time of Barclays Bank plc from the due date therefor until payment.

4    TECHNICAL SUPPORT

     4.1  With effect from the Actual Delivery Date and for seven years from the
date of Commissioning of the last Prodac System sold by the Company to the
Licensee in each case the Company shall provide in respect of each of the
Licensed Programs such category of Technical Support as referred to in Clause
4.2.

     4.2  Technical Support shall comprise all or any of the following
categories and as otherwise stated.

          4.2.1  advice by telephone on the Use of the Licensed Programs
(category "A") free of charge until the expiration of one month from
Commissioning;

          4.2.2  free of charge information and advice by telephone or within a
reasonable time by post on forthcoming New Releases of the Licensed Programs
(category "B");

          4.2.3  upon request by the Licensee the diagnosis of faults in the
Licensed Programs and the rectification of such faults (remotely or by
attendance on Site as determined by the Company) within a reasonable time where
appropriate by the issue of fixes in respect of the Licensed Programs 

                                      -3-
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[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
and the making of all necessary consequential amendments (if any) to the Program
Documentation (category "C");

          4.2.4  the despatch within a reasonable time to the Licensee whenever
available of fixes in respect of the Licensed Programs (category "D").

          4.2.5  for the price of [***] DM plus VAT the despatch within a
reasonable time to the Licensee whenever available of one copy of any New
Release of the Licensed Programs or Program Documentation if required by the
Customer at its expense and the Licensee shall be entitled to make multiple
copies at no additional charge for each Prodac System (category "E").

     4.3  The Licensee shall supply in writing to the Company a detailed
description of any fault requiring Technical Support within category C above and
the circumstances in which it arose forthwith upon becoming aware of the same.

     4.4  The Response Time for category C Technical Support shall be between
the hours of 9:00 a.m. and 5:30 p.m. Monday through Friday (excluding bank and
other public holidays).  The Company shall use its reasonable endeavors to
respond within 24 hours of receipt of a request.

     4.5  Technical Support shall include the diagnosis and rectification of any
fault but the Response Times shall not apply in any such case and response shall
take place within a reasonable time having regard to all the circumstances
resulting from:

          4.5.1  the improper use operation or neglect of either the Licensed
Program Materials or the Prodac System; or

          4.5.2  the modification by the Licensee of the Licensed Programs or
the merger (in whole or in part) with any other software;

          4.5.3  the use of the Licensed Programs on equipment other than the
Prodac System;

          4.5.4  the failure by the Licensee to implement recommendations in
respect of or solutions to faults previously advised by the Company;

          4.5.5  any repair adjustment alteration or modification of the
Licensed Programs by any person other than the Company without the Company's
prior consent;

          4.5.6  the use of the Licensed Programs for a purpose for which
they were not designed.

     4.6  The Company shall upon request by the Licensee provide Technical
Support notwithstanding that the fault results from any of the circumstances
described in clause 4.5 above. The Company shall in any case be entitled to levy
reasonable charges in the manner set out in Clause 4.7 below.

                                      -4-
     --------------------------------------------------------------------
[***] Confidential treatment requested pursuant to a request for confidential 
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Commission.
<PAGE>
 
     4.7  Subject to the provisions of Clause 4.2.1 and 4.2.2. save in a case in
which a software malfunction takes place as a result of anything done or omitted
to be done by the Company, the Company shall be entitled to levy reasonable
charges on the basis of time spent including where applicable traveling time,
subsistence and the price of materials and of spare parts.

     4.8  Charges shall be invoiced by the Company monthly in arrears and shall
be payable by the Licensee (together with value added tax thereon) within 30
days of despatch of an invoice therefor.

     4.9  The Company shall not be liable under this Agreement for the
consequences of any of the circumstances set out in clause 4.5 above.

5    PROPERTY AND CONFIDENTIALITY IN THE LICENSED PROGRAM MATERIALS

     5.1  The Licensed Program Materials contain confidential information of the
Company and all copyright trade marks and other intellectual property rights in
the Licensed Program Materials are the exclusive property of the Company.

     5.2  The Licensee shall not:

          5.2.1  reverse compile, copy or adapt the whole or any part of the
Licensed Program Materials except for the purposes expressly permitted by and in
accordance with CDPA 1988 as amended.

          5.2.2  remove or alter any copyright or other proprietary notice on
any of the Licensed Program Materials.

     5.3  The Licensee shall:

          5.3.1  keep confidential the Licensed Program Materials;

          5.3.2  reproduce on any copy (whether in machine readable or human
readable form) of the Licensed Program Materials the Company's copyright and
trade mark notices;

          5.3.3  notify the Company immediately if the Licensee becomes aware of
any unauthorized use of the whole or any part of the Licensed Program Materials
by any third party.

6    USE ON NON-DESIGNATED EQUIPMENT

     6.1  If the Prodac System is for any reason inoperable the Licensee shall
be entitled without extra charge to use the Licensed Programs upon such
alternative machine under the control of the Licensee as the Company shall
approve (such approval not to be unreasonably withheld or delayed) until such
time as the Prodac System once more becomes operable which fact shall be
promptly notified to the Company.

                                      -5-
<PAGE>
 
     6.2  Subject to Clause 6.1 if the Licensee shall replace the Prodac System
or permanently transfer the Licensed Program Materials from the Prodac System
the Company shall be under no obligation to provide any further Technical
Support.

7    WARRANTY

     7.1  Subject to the exceptions set out in clauses 7.2 and 7.3 below and the
limitations upon its liability in clause 8 below the Company warrants that its
title to and property in the Licensed Program Materials is free and unencumbered
and that it has the right power and authority to license the same upon the terms
and conditions of this Agreement.

     7.2  The Company will perform the Services with reasonable care and
skill.

     7.3  The Company warrants that the Licensed Programs (including where in
machine-readable form the Program Documentation) will on despatch be in good
working condition and fit for Use.

     7.4  The Company shall remedy and breach of the warranties set out above by
the provision where appropriate of Technical Support.

     7.5  Subject to the foregoing all conditions, warranties, terms and
undertakings express or implied, statutory or otherwise in respect of the
Licensed Program Materials and the provisions of the Services are hereby
excluded.

8    CONSEQUENTIAL LOSS

     (A)  The Company shall not be liable for Consequential Loss in relation
          to any matter if:

          (a)  the Licensee shall have failed to give the Company written notice
of the relevant matter (stating in reasonable details its nature and, so far as
is practicable, the amount claimed) and to consult with the Licensee with
respect to the matter; or

          (b)  the Licensee shall have settled any claim or taken (or failed to
have taken) any significant step in proceedings in relation to the matter
without the prior written consent of the Company such consent not to be
unreasonably withheld or delayed.

     (B)  The Licensee will limit liability under any new contracts with any
          customers to (Pounds)5,000 per hotel.

9    INTELLECTUAL PROPERTY RIGHTS

     9.1  Subject to the rights granted to the Licensee by this Licence, and to
others the Licensee acknowledges that all and any proprietary rights in the
Software, shall be and remain the sole property of the Company.

                                      -6-
<PAGE>
 
     9.2  The Company shall indemnify and hold harmless the Licensee against any
damages (including costs) that may be awarded by a court of competent
jurisdiction or agreed to be paid to any third party with the prior consent of
the Company in respect of any claim or action that the normal operation
possession or use of the Licensed Program Materials by the Licensee infringes
the patent, copyright, registered design or trade mark of the said third party.

10   RISK IN THE LICENSED PROGRAM MATERIALS

     Risk in the Licensed Program Materials will pass to the Licensee upon
the delivery to the Licensee.  If subsequently the Licensed Program Materials
are (in whole or in part) destroyed damaged or lost the Company will upon
request replace the same subject to the Licensee paying its then prevailing
charges for the relevant media.

11   CONFIDENTIALITY

     11.1 Each of the parties hereto undertakes to the other to keep
confidential all information (written or oral) concerning the business and
affairs of the other that it shall have obtained or received as a result of the
discussions leading up to or the entering into of this Agreement save that which
is:

          11.1.1    trivial or obvious;

          11.1.2    already in its possession other than as a result of a breach
of this clause; or

          11.1.3    in the public domain other than as a result of a breach of
this clause.

     11.2 Each of the parties undertakes to the other to take all such steps as
shall from time to time be necessary to ensure compliance with the provisions of
clause 11.1 above by its employees, agents and sub-contractors.

12   LICENSEE'S REPRESENTATIVES

     The Licensee shall communicate to the Company upon the date hereof the
identify of the person(s) or the department within its undertaking who shall act
as the sole contact point and channel of communication for the provision by the
Company of the Services during the currency of this Agreement. The Licensee
shall forthwith inform the Company of any change in the identity of any such
person(s) or department.

13   FORCE MAJEURE

     13.1 Neither party hereto shall be liable for any breach of its obligations
hereunder resulting from causes beyond its reasonable control including but not
limited to fires, strikes (of its own or others' employees), insurrection or
riots, embargoes, wrecks, or delays in transportation, inability to obtain
supplies and raw materials, requirements or regulations of any civil or military
authority (an "Event of Force Majeure").

                                      -7-
<PAGE>
 
     13.2 Each of the parties hereto agrees to give notice forthwith to the
other upon becoming aware of an Event of Force Majeure such notice to contain
details of the circumstances giving rise to the Event of Force Majeure.

14   WAIVER

     The waiver by either party of a breach or default of any of the
provisions of this agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or other provisions not shall any
delay or omission on the part of either party to exercise or avail itself of any
right power or privilege that it has or may have hereunder operate as a waiver
of any breach or default by the other party.

15   NOTICES

     Any notice request instruction or other document to be given hereunder
shall be delivered or sent by first class post or by facsimile transmission
(such facsimile transmission notice to be confirmed by letter posted within 12
hours) to the address or to the facsimile number of the other party set out in
this Agreement (or such other address or numbers as may have been notified) and
any such notice or other document shall be deemed to have been served (if
delivered) at the time of delivery (if sent by post) upon the expiration of 6
days after posting and (if sent by facsimile transmission) upon the expiration
of 12 hours after dispatch.
 
     Notices to the Company         :   Mr. R. Kasbach & Mr. H. Wirt
     Facsimile Number               :   00-49-22-34-215195
     Notices to the Licensee        :   The Company Secretary
     Facsimile Number               :   01234 226600

16   INVALIDITY AND SEVERABILITY

     If any provision of this Agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or unenforceable,
the invalidity or unenforceability of such provision shall not affect the other
provisions of this Agreement and all provisions not affected by such invalidity
or unenforceability shall remain in full force and effect. The parties hereby
agree to attempt to substitute for any invalid or unenforceable provision a
valid or enforceable provision which achieves to the greatest extent possible
the economic legal and commercial objectives of the invalid or unenforceable
provision.

17   ENTIRE AGREEMENT

     17.1 The Company shall not be liable to the Licensee for loss arising from
or in connection with any representations agreements statements or undertakings
made prior to the date of execution of this Agreement other than those
representations agreements statements or undertakings confirmed by a duly
authorized representative of the Company in writing or expressly incorporated or
referred to in this Agreement.

                                      -8-
<PAGE>
 
     17.2 The Licensee accepts that the Licensed Program Materials were not
designed and produced to its individual requirements and that it was responsible
for their selection.

18   SUCCESSORS

     This Agreement shall be binding upon and enure for the benefit of the
successors in title of the parties hereto.

19   ASSIGNMENT AND SUB-LICENSING

     19.1 The Licensee shall be entitled to assign or otherwise transfer this
Agreement and to sub-license the use (in whole or in part) of the Licensed
Program Materials in any such case only together with the Prodac System in which
the same are installed.

     19.2 In the event that the Licensee shall assign or otherwise transfer this
Agreement or the Licensed Program Materials or sub-license the use (in whole or
in part) of the Licensed Program Materials it shall first procure that the sub-
licensee enters into a License agreement with the Company substantially in the
terms of this Agreement.

20   VAT

     Save insofar as otherwise expressly provided all amounts stated in
this Agreement are expressed exclusive of value added tax and any value added
tax arising in respect of any supply made hereunder shall on the issue of a
valid tax invoice in respect of the same be paid to the party making such supply
by the party to whom it is made in addition to any other consideration payable
therefor.

21   HEADINGS

     Headings to clauses in this Agreement are for the purpose of
information and identification only and shall not be construed as forming part
of this Agreement.

22   LAW

     This Agreement shall be governed by and construed in accordance with
English law and the parties hereto agree to submit to the non-exclusive
jurisdiction of the English courts.  The Company irrevocably appoints and
authorizes Jay Benning & Peltz of One Great Cumberland Place, London W1H 7AL (or
such other person being a firm of solicitors resident in England as the Company
may by notice substitute) to accept service on behalf of the Company of all
legal process and service on Jay Benning & Peltz (or each substitute) shall be
deemed to be service on the Company.

                                      -9-
<PAGE>
 
          Executed by the parties the day and year first above written.

          Signed on behalf of PRODAC PROZESSDATENTECHNIK GmbH


By:       /s/ Authorized Signature

                    Director (duly authorised)



Signed on behalf of UK CONSUMER ELECTRONICS
LIMITED BY:


                 /s/ Director (duly authorised)

                                     -10-

<PAGE>
                                                                   EXHIBIT 10.45


                          Dated ________________ 1996



                             (1) DIBB LUPTON ALSOP

                        (2) PRODAC PROZESSDATENTECHNIK

                      (3) UK CONSUMER ELECTRONICS LIMITED



                             SOURCE CODE AGREEMENT



                              Jay Benning & Peltz
                          One Great Cumberland Place
                                London W1H 7AL
<PAGE>
 
                SOURCE CODE DEPOSIT AGREEMENT - SINGLE LICENSEE
                -----------------------------------------------


INDEX TO CLAUSES

1.    Definitions

2.    Deposit of source code

3.    Custody of source code

4.    Release of source code

5.    Property and confidential information in the source code

6.    Licensee's covenants

7.    Company's covenants

8.    Licensor's Warranty

9.    Liability of the Company

10.   Termination

11.   Waiver

12.   Notices

13.   Entire Agreement

14.   Headings

15.   Disputes

16.   VAT

17.   Assignment

18.   Law


Schedule  Confidentiality Undertaking

                                      -1-
<PAGE>
 
Date:        1996

Parties:
1.  'The Company':     DIBB LUPTON ALSOP of 125 London Wall EC2Y 5AE
2.  'The Licensor':    PRODAC PROZESSDATENTECHNIK GmbH whose registered office
                       is at Max-Planck-Strasse 38 50858 Koln Marsdorf Germany
3.  'The Licensee':    UK CONSUMER ELECTRONICS LIMITED (registered number
                       532857) whose registered office is at Granada House
                       Ampthill Road, Bedford MK42 9QQ

Recitals:

(A)  The Licensor has licensed the Licensee to use in object code form only
     certain computer software programs and has agreed to provide technical
     support in respect of the same upon the terms and conditions of a software
     licence and technical support agreement of even date herewith

(B)  The Licensor has agreed to deposit the source code version of the computer
     software programs referred to in (A) above with the Company and has
     authorised the Company to release the same to the Licensee in the
     circumstances and subject to the terms and conditions of this Agreement

                                      -2-
<PAGE>
 
Operative provisions:

1    DEFINITIONS

     1.1  In this Agreement unless the context otherwise requires:

          "THE COMPANY" means Dibb Lupton & Alsop or their successors in
          practice

          "LICENSED PROGRAMS" means the software programs identified in the
          Software License and Technical Support Agreement

          "SOURCE CODE" means the source code version of the Licensed Programs
          in eye readable form including any modification enhancement revision
          or update thereto that may be made from time to time by the Licensor

          "SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT" means the software
          licence and technical support agreement between the Licensor and
          Licensee of even date herewith

2    DEPOSIT OF SOURCE CODE

     2.1  Within 28 days of the date of execution of this Agreement the Licensor
          will deposit with the Company at its above address or such other
          address as it shall from time to time in writing indicate to the
          Licensor one copy of the Source Code. It shall be marked for the
          attention of Dr N Dunmore.

     2.2  Within 28 days of the date of any modification enhancement revision or
          update to the Licensed Programs the Licensor will deposit with the
          Company a revised copy of the whole (or the relevant part) of the
          Source Code incorporating such modification enhancement revision or
          update (as the case may be).

     2.3  The Company shall bear no obligation or responsibility to any person
          or entity whatsoever to determine the existence, relevance,
          completeness, accuracy or other aspect of the Licensed Program and
          Source Code. The Company shall have no responsibility to determine
          that whatever is deposited or accepted by it for deposit is or is not
          modifications, enhancements, revisions or updates.

     2.4  The Licensee shall be entitled to require a third party with
          appropriate skill and experience (the "Expert") to carry out such test
          as would reasonably establish that the Licensed Programs and the
          Source Code are true and accurate versions. Any

                                      -3-
<PAGE>
 
          reasonable changes and expenses incurred by the Expert shall be paid
          by the Licensee, provided that if the Licensed Program and Source Code
          are substantially defective in content, any such reasonable charges
          will be paid by the Licensor.

3    CUSTODY OF SOURCE CODE

Forthwith upon receipt of the Source Code the Company as custodian shall send
written confirmation of receipt to the Licensor and Licensee.

4    RELEASE OF SOURCE CODE

     4.1  A 'Relevant Event' shall have occurred for the purpose of this
          Agreement if:

          4.1.1  A resolution is passed or an order is made for the winding up
                 of the Licensor (otherwise than for the purpose of an
                 amalgamation or reconstruction) or any analogous event in any
                 applicable jurisdiction;

          4.1.2  the Licensor shall be in breach of its obligation to deposit
                 revised copies of the Source Code pursuant to clause 2.2 above
                 and the Licensor has failed to deposit such revised copies
                 within 28 days of receiving such notice from the Licensee
                 requiring it to do so;

          4.1.3  the Licensor shall be in material and persistent breach of its
                 obligations to provide technical support pursuant to the terms
                 of the Software License and Technical Support Agreement and has
                 failed to remedy such breach within 30 days after receiving
                 written notice requiring the remedying of such breach;

          4.1.4  the Licensor assigns the copyright in the Licensed Programs and
                 the assignee fails within 60 days of such assignment or within
                 30 days of a request made by the Licensee to be made within 30
                 days after the Licensee has actual knowledge of such assignment
                 to offer the Licensee substantially similar protection to that
                 provided by this Agreement.

     4.2  In order to obtain the release of the Source Code the Licensee shall
          forthwith upon becoming aware of a Relevant Event prepare and submit
          to the Company a statutory declaration which shall:

          4.2.1  be sworn by a duly authorised officer of the Licensee;

          4.2.2  set out the facts and circumstances of the Relevant Event; and

                                      -4-
<PAGE>
 
          4.2.3  have attached thereto all relevant supporting documentation in
                 the Licensee's possession.

     4.3  In the case of a Relevant Event the Company shall submit a copy of the
          Licensee's Statutory Declaration to the Licensor forthwith upon
          receiving the same. If the Licensor does not either:

          4.3.1  remedy the breach giving rise to the Relevant Event; or

          4.3.2  by written notice (setting out all relevant facts and
                 circumstances and having attached thereto all relevant
                 documentation in the Licensor's possession) deny its occurrence

          within 30 days or receipt of the Licensee's copy statutory declaration
          then the Company is hereby authorised upon the expiry of said 30 days
          (and subject to the said statutory declaration complying with the
          provisions of clause 4.2 above and on receipt of a signed
          confidentiality undertaking in the form set out in the Schedule) to
          release the Source Code to the Licensee.

     4.4  If the Licensor denies the occurrence of a Relevant Event by written
          notice pursuant to clause 4.3.2 above:

          4.4.1  the Company shall not release the Source Code;

          4.4.2  the Company shall forthwith submit a copy of the Licensor's
                 written notice to the Licensee;

          4.4.3  each of the Licensor and the Licensee hereby agrees to use its
                 best endeavours to reach agreement upon whether or not a
                 Relevant Event within the terms of clause 4.1 above has taken
                 place with 28 days of the date of receipt by the Licensee of
                 the Licensor's notice referred to in clause 4.4.2 above in
                 default of which the matter shall be settled in accordance with
                 the disputes procedure set out in clause 15 below; and

          4.4.4  if it is agreed by the parties pursuant to clause 4.4.3 above
                 or decided pursuant to the disputes procedure in clause 15
                 below that a Relevant Event has occurred within the terms of
                 clause 4.1.3 above then the Licensor shall have 30 days from
                 the date of said agreement or decision (as the case may be) to

                                      -5-
<PAGE>
 
                 remedy the breach giving rise to the Relevant Event failing
                 which the Company is hereby authorised to release the Source
                 Code to the Licensee upon receipt by the Company of a statutory
                 declaration (in the form specified in clause 4.2 above) from
                 the Licensee that the said breach remains unremedied.

5    PROPERTY AND CONFIDENTIAL INFORMATION IN THE SOURCE CODE

Notwithstanding the deposit and release of the Source Code in accordance with
the terms of this Agreement all confidential information and intellectual
property rights therein shall remain vested in the Licensor.

6    LICENSEE'S COVENANTS

     6.1  Upon receipt of the Source Code the Licensee shall:

          6.1.1  use the Source Code solely for the purposes of maintaining
                 and/or enhancing the Licensed Programs;

          6.1.2  keep confidential the Source Code and limit access to the
                 Source Code to those of its employees agents contractor or sub-
                 contractors who either have a need to know or who are directly
                 engaged in the maintenance and/or enhancement of the Licensed
                 Programs;

          6.1.3  not assign transfer sell lease rent charge or otherwise deal in
                 or encumber the Source Code nor use the same on behalf of or
                 for the benefit of any other party;

          6.1.4  not alter or remove any proprietary notices affixed to or
                 contained in the Source Code and will ensure the inclusion of
                 such proprietary notices on any back-up copies of the Source
                 Code held by or under the control of the Licensee; and

          6.1.5  without prejudice to the generality of the foregoing shall take
                 all such other steps as shall from time to time be necessary to
                 protect the confidential information and intellectual property
                 rights of the Licensor in the Source Code and to ensure the
                 compliance with the provisions of this clause 6 by its
                 employees agents contractors and sub-contractors.

                                      -6-
<PAGE>
 
     6.2  Upon the proper termination of the Software Licence and Technical
          Support Agreement the Licensee shall at the option of the Licensor (or
          any person to whom the title to the software programs the subject of
          the Software Licence and Technical Support Agreement has been assigned
          or transferred) either return all copies of the Source Code in its
          care or under its control or certify in writing that the same have
          been destroyed.

     6.3  The Licensee shall pay any charges of the Company or any other
          depositee.

7    COMPANY'S COVENANTS

     7.1  The Company hereby covenants and undertakes to the Licensor:

          7.1.1  not to assign transfer sell lease rent charge or otherwise deal
                 in or encumber the Source Code; and

          7.1.2  not to use the Source Code for its own purposes or on behalf of
                 any other party not to disclose test or release the same except
                 in accordance with the provisions of this Agreement.

8    LICENSOR'S WARRANTY

     8.1  The Licensor represents and warrants to the Licensee that:

          8.1.1  subject to the time limit for depositing revisions to the
                 Source Code set out in Clause 2.2 above the Source Code
                 deposited with the Company shall at all times be a complete
                 accurate and up-to-date copy of the source code version of the
                 current release of the Licensed Programs; and

          8.1.2  the Source Code shall contain all information in human readable
                 form necessary to enable a reasonably skilled programmer or
                 analyst to maintain and/or enhance the Licensed Programs
                 without the help of any other person or reference to any other
                 material and that without prejudice to the generality of the
                 foregoing the Source Code shall contain all listings of code
                 programmers' comments.

9    LIABILITY OF THE COMPANY

     9.1  The Company shall not be liable for any loss caused to the Licensee or
          the Licensor arising from the loss of or damage to the Licensed
          programs and Source Code except

                                      -7-
<PAGE>
 
          to the extent that such loss or damage is caused by the negligence of
          the Company, its employees, agents or sub-contractors in carrying out
          its sole responsibilities hereunder, namely provision of safe custody
          and confidentiality in respect of the Source Code and in such event
          the Company's total liability in respect of all claims arising under
          or by virtue of this Agreement shall not (except in the case of claims
          for personal injury or death) exceed the sum of (Pounds)25,000. The
          Company shall in no circumstances be liable to either the Licensee or
          the Licensor for indirect or consequential loss of any nature
          whatsoever whether for loss or profit, loss of business, loss of
          anticipated savings, or otherwise.

     9.2  Subject to ensuring compliance with the provisions of clauses 4.2.1,
          4.2.2 and 4.2.3 above the Company shall not be under any obligation to
          examine enquire into or check the accuracy completeness or
          authenticity of any statutory declaration submitted by the Licensee
          pursuant to either clause 4.2 or 4.5 above.

10   TERMINATION

     10.1 This Agreement may be terminated:

          10.1.1 by the Company upon giving not less than 56 days notice to each
                 of the Licensor and Licensee;

          10.1.2 by the Licensor forthwith if the Software Licence and Technical
                 Support Agreement is properly terminated for breach by the
                 Licensee;

          10.1.3 jointly (but not otherwise) by the Licensor and License upon
                 giving not less than 56 days notice to the Company.

     10.2 Forthwith upon receipt of notice of termination pursuant to clause
          10.1.1 above the Licensor and Licensee agree to use their respective
          best endeavours to appoint a mutually acceptable replacement depositee
          of the Source Code on terms and conditions as near as possible
          identical to those set out in this Agreement.

     10.3 In the event of the termination of this Agreement pursuant to this
          clause 10 the Company shall return the Source Code to the Licensor at
          its registered office or such other address as it shall in writing
          notify to the Company.

                                      -8-
<PAGE>
 
     10.4 Without prejudice to the provisions of clause 6 and 10.1 above and the
          Confidentiality Undertaking this Agreement shall terminate upon the
          release of the Source Code to the Licensee pursuant to clause 4 above.

11   WAIVER

The waiver by either party of a breach or default of any of the provisions of
this Agreement by the other party shall not be construed as a waiver of any
succeeding breach of the same or other provisions nor shall any delay or
omission on the part of either party to exercise or avail itself of any right
power or privilege that it has or may have hereunder operate as a waiver of any
breach or default by the other party.

12   NOTICES

Any notice request instruction or other document to be given hereunder shall be
delivered or sent by first class post or by telex or facsimile transmission
(such telex or facsimile transmission notice to be confirmed by letter posted
within 12 hours) to the address or to the facsimile number of the other party
set out in this Agreement (or such other address or numbers as may have been
notified) and any such notice or other document shall be deemed to have been
served (if delivered) at the time of delivery (if sent by post) upon the
expiration of 6 days after posting and (if sent by telex or facsimile
transmission) upon the expiration of 12 hours after dispatch.

     Notices to the Company:
     ---------------------- 
     Address:  125 London Wall  London BC2Y 5AE
     Facsimile Number - 0171 600 1650
     Addressed for the personal attention of Dr N Dunmore

     Notices to the Licensor:
     ----------------------- 
     Address:  Max-Planck-Strasse 38D -- 50858 Koln  Marsdorf  Germany
     Facsimile Number:  004922 3421 5111
     Addressed for the personal attention of Reiner Kasbach and Heinrich Wirt

     Notices to the Licensee
     -----------------------
     Address:  Granada House  Ampthill Road  Bedford MK42 9QQ England
     Facsimile Number:  01234 220 600
     Addressed for the personal attention of the Company Secretary

                                      -9-
<PAGE>
 
13   ENTIRE AGREEMENT

This Agreement supersedes all prior arrangements undertakings and agreements
(whether oral or written) between the parties hereto in respect of the subject
matter here.

14   HEADINGS

Headings to clauses in this Agreement are for the purpose of information and
identification only and shall not be construed as forming part of this
Agreement.

15   DISPUTES

     15.1 All disputes or differences which shall at any time hereafter arise
          between the parties hereto in respect of the construction or effect of
          this Agreement or the rights duties and liabilities of the parties
          hereunder or any matter or event connected with or arising out of this
          agreement (a "Dispute") shall be referred to such independent third
          party (the "Third Party") as the parties shall jointly nominate.

     15.2 If the parties hereto shall fail to nominate a Third Party within 21
          days of the date of occurrence of the Dispute then the Third Party
          shall be nominated at the request of any of the parties hereto by the
          President for the time being of the Law Society.

     15.3 The Third Party (whether appointed under clause 15.1 or 15.2 above)
          shall act as an expert and not as an arbitrator whose decision
          (including as to costs) shall except in the case of manifest error be
          final and binding upon the parties hereto. The fees for the
          appointment of the Third Party will be borne equally by both the
          Licensor and the Licensee.

16   VAT

Save insofar as otherwise expressly provided all amounts stated in this
Agreement are expressed exclusive of value added tax and any value added tax
arising in respect of any supply made hereunder shall on the issue of a valid
tax invoice in respect of the same be paid to the party making such supply by
the party to whom it is made in addition to any other consideration payable
therefor.

17   ASSIGNMENT

This Agreement is personal to the Licensee and may not be assigned.

18   LAW

     18.1 This Agreement shall be governed by and construed in accordance with
          English Law.

                                     -10-
<PAGE>
 
     18.2 Each party irrevocably agrees for the benefit of the Licensee that the
          courts of England shall have exclusive jurisdiction to hear and
          determine any suit, action or proceedings, and to settle any disputes
          which may arise out of or in connection with this Agreement
          (respectively "Proceedings" and "Disputes") and for such purposes
          irrevocably submits to the jurisdiction of the courts of England.

     18.3 Each party irrevocably waives any objection which it might at any time
          have to the courts of England being nominated as the forum to hear and
          determine any Proceedings and to settle any Disputes and agrees not to
          claim that the courts of England are not a convenient or appropriate
          forum.

     18.4 Each party agrees that the process by which any Proceedings are begun
          in England or elsewhere may be served on the Licensor by being
          delivered in accordance with Clause 12. Nothing contained in this
          Clause 18.4 shall affect the right to serve process in any other
          manner permitted by law.

     18.5 The submission to the jurisdiction of the courts of England shall not
          (and shall not be construed so as to) limit the right of the Licensee
          to take Proceedings against the Licensor in any other court of
          competent jurisdiction, nor shall the taking of Proceedings by the
          Licensee in any one or more jurisdictions preclude the Licensee taking
          Proceedings in any other jurisdiction (whether concurrently or not) if
          and to the extent permitted by applicable law.

EXECUTED by the parties the day and year first before written.

                                  THE SCHEDULE
                                  ------------
                          CONFIDENTIALITY UNDERTAKING
                          ---------------------------

This undertaking is given on release of the Source Code pursuant to Source Code
Deposit Agreement dated the            day of             and made between (1) 
Dibb Lupton Broomhead ("the Company") (2) Prodac Prozessdatentechnik GmbH ("the
Licensor") and (3) UK Consumer Electronics Limited ("the Licensee").

1    Definitions contained in the Source Code Deposit Agreement will apply to
this undertaking.

2    In consideration of the Company delivering to the Licensee a copy of the
     Source Code the Licensee hereby undertakes with the Company and with the
     Licensor:

                                     -11-
<PAGE>
 
     2.1  to use the Source Code solely for the purposes of maintaining, and/or
          enhancing the Licensed Programs;

     2.2  not to use the Source Code for any other purpose nor disclose it to
          any person save to such of its employees, agents, contractors or
          subcontractors who need access to the same in order to maintain,
          and/or enhance the Licensed Programs on behalf of the Licensee;

     2.3  to hold all media containing the Source Code in a safe place when not
          in use;

     2.4  forthwith to destroy the Source Code should the Licensee cease to be
          entitled to use the Licensed Programs;

     2.5  not to alter or remove any proprietary notices affixed to or contained
          in the Source Code and to ensure the inclusion of such proprietary
          notices on any back-up copies of the Source Code held by or under the
          control of the Licensee;

     2.6  not to assign, transfer, sell, lease, rent, charge, or otherwise deal
          in or encumber the Source Code nor use the same on behalf of or for
          the benefit of any other party and;

     2.7  to ensure the compliance with the provisions of this clause by its
          employees agents contractors and sub-contractors.

                                     -12-
<PAGE>
 
SIGNED on behalf of                     )
DIBB LUPTON ALSOP by:                   )  /s/ Authorized Signature



SIGNED on behalf of                     )
UK CONSUMER ELECTRONICS by:             )  /s/ Authorized Signature
by                                      )
Duly Authorised



SIGNED on behalf of                     )
PRODAC PROZESSDATENTECHNIK GmbH by:     )  /s/ Authorized Signature


                          Director (duly authorised)

                                     -13-

<PAGE>
 
                                                                    EXHIBIT 11.1
 
                              MAGINET CORPORATION
 
                 STATEMENT OF COMPUTATION OF NET LOSS PER SHARE
 
<TABLE>   
<CAPTION>
                                                                     NINE MONTHS ENDED
                                YEARS ENDED DECEMBER 31,               SEPTEMBER 30,
                          --------------------------------------  -------------------------
                             1993         1994          1995         1995          1996
                          -----------  -----------  ------------  -----------  ------------
<S>                       <C>          <C>          <C>           <C>          <C>
Historical primary net
 loss per share:
Shares used in
 calculation of net loss
 per share:
  Weighted average
   common shares
   outstanding..........      263,569      271,084       291,163      285,900       306,951
  Shares related to SAB
   Nos. 55, 64, and 83:
    Common Stock........      188,911      188,911       188,911      188,911       188,911
    Warrants............      184,615      184,615       184,615      184,615       184,615
    Stock Options.......      818,065      818,065       818,065      818,065       818,065
    Preferred Stock, if
     converted..........    3,142,858    3,142,858     3,142,858    3,142,858     3,142,858
                          -----------  -----------  ------------  -----------  ------------
                            4,334,449    4,334,449     4,334,449    4,334,449     4,334,449
                          -----------  -----------  ------------  -----------  ------------
      Total.............    4,598,018    4,605,533     4,625,612    4,620,349     4,641,400
                          ===========  ===========  ============  ===========  ============
Net loss................  $(3,379,000) $(7,926,000) $(12,796,000) $(8,791,000) $(11,534,000)
Net loss per share......  $     (0.73) $     (1.72) $      (2.77) $     (1.90) $      (2.49)
Pro Forma:
Shares used in
 calculation of pro
 forma net loss
 per share:
  Weighted average
   common
   shares outstanding...                                 291,163                    306,951
  Preferred stock, if
   converted............                               7,766,020                  7,766,020
  Shares related to SAB
   Nos. 55, 64 and 83:
    Common Stock........                                 188,911                    188,911
    Warrants............                                 184,615                    184,615
    Stock Options.......                                 818,065                    818,065
    Preferred Stock,
     if converted.......                               3,142,858                  3,142,858
                                                    ------------               ------------
                                                       4,334,449                  4,334,449
                                                    ------------               ------------
      Total.............                              12,391,632                 12,407,420
                                                    ============               ============
Net loss................                            $(12,796,000)              $(11,534,000)
Pro forma net loss per
 share..................                            $      (1.03)              $      (0.93)
</TABLE>    

<PAGE>
 
                                                                    Exhibit 21.1
 
                              MAGINET CORPORATION

                                SUBSIDIARY LIST


Australia - MagiNet Australia Pty Limited
- ---------                                

Germany - MagiNet GmbH
- -------

Hong Kong - MagiNet (H.K.) Ltd.
- ---------                      

Israel - MagiNet Israel, Inc. (a California Corporation)
- ------                                                  

Japan - MagiNet, KK Ltd
- -----                  

Korea - MagiNet (Korea), Ltd.
- -----                        

New Zealand - MagiNet New Zealand Limited
- -----------                              

Singapore - Maginet (Singapore) PTE. LTD.
- ---------                                

South Africa - Maginet South Africa, Inc.
- ------------                             

Taiwan - MagiNet Taiwan, Inc.
- ------                       

Thailand - Pacific Pay Video (Thailand) Co. Ltd.
- --------                                        

MagiNet International Corporation (a California Corporation)

Pacific Pay Video Limited (a California Corporation)

<PAGE>
 
                                                                   EXHIBIT 23.1
               
            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS     
   
  We consent to the reference to our firm under the caption "Experts" and
"Selected Consolidated Financial and Other Data" and to the use of our report
dated February 16, 1996 in Amendment No. 2 to the Registration Statement (Form
S-1) and related Prospectus of MagiNet Corporation for the registration of
6,325,000 shares of its common stock.     
                                             
                                          ERNST & YOUNG LLP     
                                                    
Palo Alto, California     
   
November 22, 1996     

<PAGE>
 
                                                                   EXHIBIT 23.2
 
              CONSENT OF ERNST & YOUNG GMBH, INDEPENDENT AUDITORS
 
  We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated August 30, 1996 in Amendment No. 2 to the
Registration Statement (Form S-1) and related Prospectus of MagiNet
Corporation for the registration of 6,325,000 shares of its common stock.
 
                                          ERNST & YOUNG GMBH
 
Dusseldorf, Germany
November 22, 1996

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1996
<PERIOD-START>                             JAN-01-1995             JAN-01-1996
<PERIOD-END>                               DEC-31-1995             SEP-30-1996
<CASH>                                          18,672                   7,251
<SECURITIES>                                       151                       0
<RECEIVABLES>                                    1,191                   2,081
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                20,638                  11,011
<PP&E>                                           2,035                   2,906
<DEPRECIATION>                                     659                   1,161
<TOTAL-ASSETS>                                  46,540                  49,484
<CURRENT-LIABILITIES>                            6,096                   6,154
<BONDS>                                         24,900                  25,829
                                0                       0
                                     40,231                  53,241
<COMMON>                                           124                     387
<OTHER-SE>                                    (25,744)                (37,659)
<TOTAL-LIABILITY-AND-EQUITY>                    46,540                  49,484
<SALES>                                          8,689                  12,048
<TOTAL-REVENUES>                                 8,689                  12,048
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                11,768                  14,092
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               1,297                   2,710
<INCOME-PRETAX>                               (12,490)                (11,068)
<INCOME-TAX>                                       554                     681
<INCOME-CONTINUING>                           (12,796)                (11,534)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (12,796)                (11,534)
<EPS-PRIMARY>                                   (2.77)                  (0.93)
<EPS-DILUTED>                                   (2.77)                  (0.93)
        

</TABLE>


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