NAVIDEC INC, SB-2/A, 1996-11-08

NAVIDEC INC
SB-2/A, 1996-11-08
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996

SEC REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------

AMENDMENT NO. 1

FORM SB-2 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

NAVIDEC, INC.
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
COLORADO 7373 33-0502730
(State or Other (Primary Standard Industrial (IRS Employer
Jurisdiction of Incorporation) Classification Code Number) Identification
Number)
</TABLE>

14 INVERNESS DRIVE, BUILDING F, SUITE 116 ENGLEWOOD, COLORADO 80112 (303)
790-7565
(Address and telephone number of principal executive offices and principal place
of business)

RALPH ARMIJO
14 INVERNESS DRIVE, BUILDING F, SUITE 116, ENGLEWOOD, COLORADO 80112
(303) 790-7565
(Name, Address and Telephone Number of Agent for Service)
----------------------------------

COPIES TO:

ROGER V. DAVIDSON, ESQ. DAVID C. ROOS, ESQ.
JOHN D. TISHLER, ESQ. Berliner Zisser Walter
Cohen Brame & Smith Professional & Gallegos, P.C.
Corporation
1700 Lincoln Street, Suite 1800 1700 Lincoln Street, Suite 4700
Denver, Colorado 80203 Denver, Colorado 80203
(303) 837-8800 (303) 830-1700
Fax (303) 894-0475 Fax (303) 830-1705

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

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
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE
<S> <C> <C> <C>
Common Stock, no par value ("Common Stock") (2)........... 910,000 shares $ 6.90 $ 6,279,000
Common Stock Purchase Warrant ("Warrant") (3)............. 1,150,000 warrants $ 0.10 115,000
Common Stock Issuable Upon Exercise of the Warrants
(2)(4).................................................. 1,150,000 shares $ 8.28 9,552,000
Representative's Options (5).............................. 100,000 options $ .001 100
Common Stock Issuable Upon Exercise of Representative's
Options (7)............................................. 100,000 shares $ 8.40(8) 840,000
Warrants Issuable Upon Exercise of Representative's
Options................................................. 100,000 warrants -- --
Common Stock Issuable Upon Exercise of the Warrants
Included in the Representative's Options (4)............ 100,000 shares $ 8.28 828,000
Common Stock Issued to Bridge Financing Selling
Stockholders............................................ 428,565 shares $ 7.00 2,999,955
Warrants Issued to Bridge Financing Selling Stockholders.. 428,565 warrants -- --
Common Stock Issuable Upon Exercise of Warrants Issued to
Bridge Financing Selling Stockholders (4)............... 428,565 shares $ 8.28 3,548,518
Total..................................................... $ 24,162,573

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, no par value ("Common Stock") (2)........... $ 2,165.17
Common Stock Purchase Warrant ("Warrant") (3)............. 39.66
Common Stock Issuable Upon Exercise of the Warrants
(2)(4).................................................. 3,293.78
Representative's Options (5).............................. $ -0- (6)
Common Stock Issuable Upon Exercise of Representative's
Options (7)............................................. 289.65
Warrants Issuable Upon Exercise of Representative's
Options................................................. --
Common Stock Issuable Upon Exercise of the Warrants
Included in the Representative's Options (4)............ 285.52
Common Stock Issued to Bridge Financing Selling
Stockholders............................................ 1,034.38
Warrants Issued to Bridge Financing Selling Stockholders.. --
Common Stock Issuable Upon Exercise of Warrants Issued to
Bridge Financing Selling Stockholders (4)............... 1,223.52
Total..................................................... $ 8,331.68
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

(2) Includes 150,000 shares of Common Stock subject to sale upon exercise of
over-allotment option granted to Representative on the shares of Common
Stock offered by the Company and the Bridge Financing Selling Stockholders
which the Underwriter is committed to purchase, which may be offered to
cover over-allotments, if any.

(3) Includes 150,000 Warrants subject to sale upon exercise of over-allotment
option granted to Representative, which may be offered to cover over-
allotments, if any.

(4) Pursuant to Rule 416, there are also being registered such indeterminable
number of additional shares of Common Stock, which may be issued as a result
of the anti-dilution provisions of the Warrants.

(5) Represents options, to be issued to the Representative, to purchase Common
Stock and Warrants.

(6) No separate registration fee is required pursuant to Rule 457(g).

(7) Pursuant to Rule 416, there are being registered such indeterminate number
of additional shares of Common Stock which may be issued as a result of the
anti-dilution provisions of the Representative's Options.

(8) Represents the exercise price of the Representative's Options.
----------------------------------

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 1996

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.
<PAGE>
PROSPECTUS

1,000,000 COMMON SHARES
AND 1,000,000 WARRANTS

------------------

NAVIDEC, INC.

Of the 1,000,000 shares of Common Stock, no par value (the "Common Stock")
and 1,000,000 Common Stock purchase warrants (the "Warrants") of NAVIDEC, Inc.,
a Colorado corporation (the "Company") offered hereby, 790,000 shares of the
Common Stock and 1,000,000 Warrants are being sold by the Company and 210,000
shares of Common Stock are being sold by certain stockholders of the Company
(the "Bridge Financing Selling Stockholders"). See "Bridge Financing Selling
Stockholders." Until the completion of this offering, the Common Stock and
Warrants may only be purchased together on the basis of one share of Common
Stock and one Warrant at an anticipated combined public offering price of
between $6.50 and $7.50 ("Combined Offering Price"), of which $.10 is the
anticipated public offering price of the Warrants. The Common Stock and Warrants
offered hereby are sometimes hereinafter collectively referred to as the
"Securities." Upon completion of the offering, the Common Stock and the Warrants
will immediately trade separately. The Company will not receive any of the
proceeds from sales of Common Stock by the Bridge Financing Selling
Stockholders. Each Warrant entitles the holder to purchase one share of Common
Stock at a price of $ (120% of the initial offering price of a share of
Common Stock) until , 2001 (five years from the date of this
Prospectus). The Warrants are redeemable at the option of the Company, at $.05
per Warrant, at any time on or after , 1997 (one year from the
date of this Prospectus) or such earlier date as may be determined by Joseph
Charles & Associates, Inc., the representative (the "Representative") of the
Underwriters, upon at least thirty days' notice if the closing price of the
Common Stock equals or exceeds $ (140% of the initial offering price for a
share of Common Stock) for twenty consecutive trading days ending within thirty
days prior to the date notice of redemption is given, and at such time there is
a current effective registration statement covering the shares of Common Stock
underlying the Warrants.

In addition to the shares of Common Stock being sold hereby by the Bridge
Financing Selling Stockholders, an aggregate of 200,727 shares of Common Stock
and 410,727 Warrants are being registered simultaneously with this offering for
resale by such Bridge Financing Selling Stockholders. The Bridge Financing
Selling Stockholders have, however, agreed not to resell any additional Common
Stock until ten months from the consummation of this offering, subject, however,
to earlier sale upon the prior written consent of the Representative in its
discretion in each case. See "Additional Registered Securities" and
"Underwriting."

--------------------------

(CONTINUED ON NEXT PAGE)
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>
PROCEEDS TO
BRIDGE
PROCEEDS TO FINANCING
UNDERWRITING THE SELLING
PRICE TO PULIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>

Per Share.......................... $ $ $ $

Per Warrant........................ $ $ $ $

Total (3).......................... $ $ $ $
</TABLE>

(FOOTNOTES CONTINUED ON INSIDE FRONT COVER)
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION AND SHOULD NOT BE PURCHASED BY INVESTORS
WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE
"RISK FACTORS" BEGINNING ON PAGE AND "DILUTION."

The Securities are offered by the several Underwriters, subject to prior
sales, when, as and if delivered to and accepted by the Underwriters and subject
to approval of certain legal matters by counsel and to certain other conditions.
The Underwriters reserve the right to withdraw, cancel or modify the offering
and to reject any offer to purchase in whole or in part. It is expected that
delivery of the certificates representing the Securities will be made against
payment therefor at the offices of Joseph Charles & Associates, Inc., 9701
Wilshire Boulevard, Ninth Floor, Beverly Hills, California 90212, or through the
facilities of Depository Trust Company, on or about , 1996.

JOSEPH CHARLES & ASSOCIATES, INC.

THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>
(FOOTNOTES CONTINUED FROM COVER)

- ------------------------

(1) Does not include additional compensation to be received by the
Representative in the form of (i) a 3% non-accountable expense allowance and
(ii) sale to the Representative for $100 of options ("Representative's
Options") to purchase 100,000 shares of Common Stock and 100,000 Warrants at
a combined price of $ (120% of the Combined Offering Price) exercisable
over a period of four years, commencing one year from the date of this
Prospectus. The Company has also agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933. See "Underwriting."

(2) Before deducting other expenses of this offering payable by the Company,
estimated to be $450,000, including the Representative's non-accountable
expense allowance.

(3) The Company has granted the Underwriters an option ("Over-allotment
Option"), exercisable within sixty days from the date of this Prospectus, to
purchase up to 150,000 additional shares of Common Stock and 150,000
additional Warrants on the same terms as set forth above, solely for the
purpose of covering over-allotments, if any. If the Underwriters'
Over-allotment Option is exercised in full, the total Price to the Public,
Underwriting Discount, and Proceeds to the Company will be $ , $
and $ , respectively. See "Underwriting."

Prior to this offering, there has been no public market for the Securities
of the Company and there can be no assurance that any such market will develop
or be sustained after this offering. The initial public offering price of the
Securities has been determined by negotiation between the Company and the
Representative and does not necessarily reflect the Company's asset value,
performance or any other established criteria. For information regarding the
factors considered in determining the initial public offering price of the
Securities and the terms of the Warrants, see "Underwriting." The Company has
applied to have the Common Stock and the Warrants approved for inclusion on The
NASDAQ SmallCap-SM- Market under the symbols NVDC and NVDCW, respectively.

AS OF THE DATE OF THIS PROSPECTUS, THE COMPANY WILL BECOME SUBJECT TO THE
REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 AND IN ACCORDANCE
THEREWITH WILL FILE REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE COMPANY INTENDS TO FURNISH ITS
STOCKHOLDERS WITH ANNUAL REPORTS CONTAINING AUDITED FINANCIAL STATEMENTS AND
SUCH OTHER PERIODIC REPORTS AS THE COMPANY DEEMS APPROPRIATE OR AS MAY BE
REQUIRED BY LAW.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

3
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS. EACH PROSPECTIVE INVESTOR IS URGED TO CAREFULLY
READ THIS PROSPECTUS IN ITS ENTIRETY, INCLUDING BUT NOT LIMITED TO THE RISK
FACTORS.

THE COMPANY

The Company is a leading provider of comprehensive Internet and Intranet
solutions for regional, national and international business organizations. The
Company also serves as a distributor of various high technology and other
products through traditional and electronic channels. The Company provides its
services and distributes its products to over 500 customers as of the date of
this Prospectus. The Company's Internet/Intranet solutions focus on all aspects
of commercial Internet and Intranet presence, including design and development
of World Wide Web ("WWW" or "Web") sites, marketing, database integration,
electronic commerce and order fulfillment. ("Intranets" are internal corporate
networks based upon protocols and technology developed for the Internet.)
Product distribution includes the sale and installation of high technology
systems and components from third party manufacturers principally through
traditional distribution channels. The Company's core competencies in
Internet/Intranet technology and traditional product marketing and distribution
form its business model of providing complete Internet/ Intranet solutions.
These solutions include computer and network infrastructure equipment, software
and services, content and aggregation, electronic commerce and fulfillment of
orders.

The Company provides Internet/Intranet solutions to regional, national and
international clients including Hewlett Packard, AT&T, KN Energy, Kimmon
Electric of Japan, the Colorado Avalanche National Hockey League team, Gannett's
KUSA-TV Denver, the Colorado Rockies Major League Baseball team, Live
Entertainment, the Denver Metro Convention Bureau and others. The Company
distributes high technology products manufactured or produced by IBM, Apple,
Hewlett Packard, Tektronix, Kimmon Electric of Japan, Hayashi Denko, Silicon
Graphics, Netscape, Netcom, Sybase and others.

To date, distribution of high technology products and related services has
accounted for the substantial majority of the Company's revenue. Although the
Company intends to continue expansion of its traditional high technology product
distribution, the Company believes that substantial revenue growth opportunities
exist in the Internet/Intranet solutions industry and the Company has positioned
itself to take advantage of these growth opportunities.

The Company has developed a number of strategic relationships with Internet
industry participants, including AT&T, IBM, Hewlett Packard, Silicon Graphics,
Microsoft, Netscape and Sybase. The Company believes that the combination of
these relationships with the Company's business model allows the Company to
offer uniquely complete, integrated commercial Internet and Intranet solutions
to its clients. The Company is able to design and implement Internet or Intranet
sites and networks serving the full range of client needs, from simple
informational sites to interactive product distribution sites to advanced, user
friendly corporate Intranets. The Company has also developed a number of
proprietary software tools to implement Internet/Intranet interactivity and
electronic commerce on the Internet. These tools are licensed to clients in
connection with Internet/Intranet sites and networks designed and maintained by
the Company. In addition, many of the Company's Internet/Intranet clients have
become sources of recurring revenue as a result of their continued utilization
of the full range of Internet/Intranet solutions offered by the Company,
including technical upgrades, site maintenance, advertising and marketing.

The Company merged with Interactive Planet, Inc., a designer and developer
of Internet World Wide Web ("WWW" or "Web") sites, in July 1996. The merger was
consummated in order to establish the Company's business model of combined
expertise in traditional marketing and distribution and Internet/ Intranet
technology.

4
<PAGE>

UNLESS OTHERWISE INDICATED, ALL SHARE AND PER SHARE DATA AND INFORMATION
CONTAINED IN THIS PROSPECTUS RELATING TO THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING (I) ASSUMES THE EFFECT OF A ONE SHARE FOR TWO SHARE (1 FOR 2)
REVERSE SPLIT OF THE COMPANY'S OUTSTANDING COMMON SHARES EFFECTED OCTOBER 18,
1996, (II) ASSUMES THE ISSUANCE UPON CONSUMMATION OF THIS OFFERING OF AN
AGGREGATE OF 410,727 SHARES OF COMMON STOCK AND 410,727 WARRANTS UPON CONVERSION
OF $1,437,500 PRINCIPAL AMOUNT OF 10% UNSECURED SUBORDINATED CONVERTIBLE
PROMISSORY NOTES OF THE COMPANY ("BRIDGE PROMISSORY NOTES") SOLD IN A PRIVATE
PLACEMENT FINANCING IN AUGUST THROUGH OCTOBER 18, 1996 ("BRIDGE FINANCING
PRIVATE PLACEMENT"), (III) ASSUMES NO EXERCISE OF THE WARRANTS, (IV) ASSUMES NO
EXERCISE OF THE OVER-ALLOTMENT OPTION, (V) DOES NOT INCLUDE 100,000 SHARES OF
COMMON STOCK AND 100,000 WARRANTS (AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE OF SUCH WARRANTS) RESERVED FOR ISSUANCE TO THE REPRESENTATIVE UPON
EXERCISE OF OPTIONS TO BE ISSUED TO THE REPRESENTATIVE UPON CONSUMMATION OF THIS
OFFERING (THE "REPRESENTATIVE'S OPTIONS"), AND (VI) DOES NOT INCLUDE A TOTAL OF
250,000 SHARES RESERVED FOR ISSUANCE UPON EXERCISE OF OPTIONS FOR 250,000 SHARES
OF COMMON STOCK GRANTED TO AN EMPLOYEE OF THE COMPANY (THE "EMPLOYEE'S
OPTIONS").

THIS PROSPECTUS INCLUDES PRODUCT NAMES, TRADE NAMES AND MARKS OF COMPANIES
OTHER THAN THE COMPANY. ALL OTHER COMPANY OR PRODUCT NAMES ARE TRADEMARKS,
REGISTERED TRADEMARKS, TRADE NAMES OR MARKS OF THEIR RESPECTIVE OWNERS AND ARE
NOT THE PROPERTY OF THE COMPANY.

THE OFFERING

<TABLE>
<S> <C>
Common Stock Outstanding Prior to the Offering........................... 2,000,700 shares

Common Stock Offered by the Company...................................... 790,000 shares

Common Stock Offered by the Bridge Financing Selling Stockholders........ 210,000 shares

Common Stock to be Outstanding After the Offering........................ 3,201,427
shares(1)
</TABLE>

- ------------------------

(1) Includes 200,727 shares of Common Stock to be issued to Bridge Financing
Selling Stockholders which are not included in this offering.

<TABLE>
<CAPTION>
Use of Proceeds................... For purchase of capital equipment, development of
Internet/ Intranet solutions, advertising and marketing,
repayment of loans and working capital and other general
corporate purposes. See "Use of Proceeds."

<S> <C>
Proposed NASDAQ SmallCap-SM-
Symbols

Common Stock.................. NVDC

Warrants...................... NVDCW

Risk Factors...................... The Securities offered hereby are highly speculative and
involve a high degree of risk and should be purchased
only by investors who can afford the loss of their
entire investment. See "Risk Factors." In addition,
there is immediate substantial dilution from the public
offering price. See "Dilution."
</TABLE>

5
<PAGE>
SUMMARY COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The following tables set forth summary combined financial information and
other equity information of the Company. The summary financial information in
the tables is derived from the financial statements of the Company and IPI and
pro forma financial information, and should be read in conjunction with and is
qualified in its entirety by the more detailed financial statements, pro forma
combined financial information and related notes thereto, and other financial
information included herein.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1996 NAVIDEC, INC. IPI PRO FORMA(3)
- -------------------------------------------------------------------------- -------------- --------- -------------
<S> <C> <C> <C>
Net Revenues.............................................................. $ 2,472 $ 185 $ 2,657
Operating Loss............................................................ (224) (100) (363)
Net Loss.................................................................. (249) (101) (389)
Loss Per Share............................................................ $ (.16) $ (.17)
Shares Outstanding(6)..................................................... 1,532,385 2,331,064

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 NAVIDEC, INC. IPI(1) PRO FORMA(2)
- -------------------------------------------------------------------------- -------------- --------- -------------
<S> <C> <C> <C>
Net Revenues.............................................................. $ 4,121 $ 168 $ 4,288
Operating Loss............................................................ (3) -- (82)
Net Loss.................................................................. (23) -- (102)
Loss Per Share............................................................ $ (.02) $ (.04)
Shares Outstanding(6)..................................................... 1,532,385 2,331,064
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
------------------------
BEFORE AFTER
BALANCE SHEET AT JUNE 30, 1996 NAVIDEC, INC. IPI OFFERING(4) OFFERING(5)
- ---------------------------------------------------------------- --------------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Cash............................................................ $ 53 $ 5 $ 1,316 $ 5,712
Working Capital (Deficit)....................................... (418) (82) 683 5,184
Total Assets.................................................... 684 66 2,579 6,795
Long-Term Liabilities........................................... -- 45 1,483 --
Stockholders' Equity (Deficit).................................. (275) (100) (59) 5,745
</TABLE>

- ------------------------

(1) IPI was incorporated May 15, 1995.

(2) Reflecting the combination of the Company and IPI as if the acquisition
occurred January 1, 1995.

(3) Reflecting the combination of the Company and IPI as if the acquisition
occurred January 1, 1996.

(4) Reflecting the combination of the Company and IPI as if the acquisition and
the issuance of the Bridge Promissory Notes were completed on June 30, 1996.

(5) Reflecting the combination of the Company and IPI as if the acquisition, the
issuance and conversion of the Bridge Promissory Notes and this offering
were completed on June 30, 1996.

(6) Options and shares from the conversion of the Bridge Promissory Notes were
considered in the calculation of weighted average shares under the treasury
stock method based on the proposed public offering price.

6
<PAGE>
RISK FACTORS

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS INHERENT IN,
AND AFFECTING THE BUSINESS OF, THE COMPANY AND THIS OFFERING BEFORE MAKING AN
INVESTMENT DECISION.

RISK FACTORS RELATING TO THE COMPANY

1. OPERATING RESULTS. Although the Company has been in business for three
years, its business has only recently expanded into Internet and Intranet
infrastructure equipment, software and services, content creation and
aggregation, commerce and distribution (together, "Internet/Intranet
Solutions"). As a result of this expansion, the Company is subject to all the
risks inherent in a new business enterprise. The Company has only a very limited
operating history in the Internet/Intranet Solutions business upon which to base
any evaluation of the Company's performance and prospects in such business. On a
pro forma combined basis for the year ended December 31, 1995 (which includes
approximately six months of Interactive Planet, Inc.'s ("IPI") operations since
its formation), the Company would have realized $4,288,317 in net sales and
recorded a net loss of $101,919. On a pro forma combined basis for the six
months ended June 30, 1996, the Company would have recorded $2,657,297 in net
sales and a net loss of $388,529. Although there has been growth in annual
revenue, the Company likely will incur losses and experience negative cash flow
during at least the first three quarters following this offering. The Company
plans to focus in the near future on growing its Internet/Intranet Solutions
business and increasing its distribution activities. In order to do so, it must
increase significantly its expenses for personnel, marketing, equipment and
other product purchases. In addition, the Company may experience fluctuations in
future operating results due to a variety of factors (many of which are out of
the Company's control), including general economic conditions, specific economic
conditions in the Internet industry, capital and other costs relating to the
expansion of operations and the mix of services and distribution channels
offered by the Company. There can be no assurance that the Company's operations
will generate sufficient revenues to become profitable. The likelihood of the
Company's success must be considered relative to the problems, experiences,
difficulties, complications and delays frequently encountered in connection with
the operation and development of a new business and the competitive environment
in which the Company operates. See "Business."

2. IPI HISTORY OF OPERATING LOSSES. IPI operated from May 1995 until the
merger with the Company in July 1996. During that time IPI accumulated net
losses of approximately $100,000. The business of IPI is integral to the
Company's new focus on Internet/Intranet Solutions. Management believes that
substantial revenue growth opportunities exist in the Internet/Intranet
Solutions business; however, there can be no assurance that the Company's
Internet/Intranet Solutions business will achieve profitability. See
"Business--Internet/Intranet Solutions" and Financial Statements.

3. SIGNIFICANT CAPITAL REQUIREMENTS. The Company's capital requirements
have been and will continue to be significant. To date, the Company has been
dependent primarily on bank loans and loans from the Company's affiliates and
employees, as well as the net proceeds from the recent Bridge Financing Private
Placement, to fund its capital requirements. To date, there has been limited
equity investment in the Company. The Company is dependent on and intends to use
a significant portion of the proceeds of this offering to fund its ongoing
operations as well as to implement its proposed expansion plans. The Company
anticipates that the proceeds to the Company from this offering, together with
projected cash flow from operations, will be sufficient to fund the Company's
operations during the twelve months following the consummation of this offering.
In the event that the Company's plans change, there are any delays in
implementing the proposed expansion, the Company's projections prove to be
inaccurate or the proceeds of this offering prove to be insufficient, the
Company may be required to seek additional financing or curtail its operations
and/or expansion activities. In such case, the Company will generally be
required to seek additional debt or equity financing to fund the costs of daily
operation and of continuing to expand its operations. Any additional equity
financing may involve substantial dilution to the Company's

7
<PAGE>
then-existing stockholders. The Company has no current commitments or
arrangements with respect to, or readily available sources of, additional
financing and there can be no assurance that the current stockholders of the
Company will provide any portion of the Company's future financing requirements.
There can be no assurance that additional financing will be available to the
Company when needed or, if available, that it can be obtained on commercially
reasonable terms. Any inability to obtain additional financing when needed would
have a material adverse effect on the Company including requiring the Company to
curtail the expansion of its operations and possibly causing the Company to
cease its operations. Even if the Company is successful in its expansion plans,
no assurances can be given that the Company will be successful or that investors
will derive a profit from their investment. See "Use of Proceeds," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and Financial Statements.

4. DEVELOPING MARKET; UNPROVEN MARKET FOR THE COMPANY'S PRODUCT. The
Internet, and particularly the Web, represent markets for the Company's products
and services which have only recently begun to develop, are rapidly evolving and
are characterized by low barriers to entry and an increasing number of market
entrants who have introduced or developed a wide variety of products and
services for communication, information and commerce. As is typical in the case
of a new and rapidly evolving industry, demand and market acceptance for new
products and services are subject to a high level of uncertainty. Moreover,
critical issues concerning the commercial use of the Internet (including
security, reliability, compatibility, cost, difficulty in obtaining user
demographic information, difficulty of use and access, and quality of service)
remain unresolved and may impact the growth of Internet and Web use. There can
be no assurance that marketing or commerce over the Internet will become
widespread, or that products and services which are being developed by the
Company for use on the Internet will become accepted. In particular, enterprises
that have already invested substantial resources in other means of conducting
commerce and exchanging information may be reluctant to adopt a new strategy
that could make their existing products and infrastructure obsolete. In
addition, there can be no assurance that individual personal computer users in
business or at home will adopt the Web for on-line commerce and communication.
Because the market for the Company's products and services is new and evolving,
it is also difficult to predict with any assurance the future growth rate, if
any, and the size of the market. There can be no assurance that the market for
the Company's products and services will continue to expand, that the Company's
products or services will be accepted, or that individual personal computer
users in business or at home will use the Internet or the Company's products and
services for commerce, information and communication. If a significant market
develops more slowly than expected or becomes saturated with competitors, or if
the Company's products do not achieve market acceptance, the Company's business,
operating results and financial condition will be materially adversely affected.
See "Business."

5. COMPETITION. The market for Internet/Intranet Solutions is new,
intensely competitive, quickly evolving and subject to rapid technological
change. This market is also characterized by low barriers to entry and frequent
product introductions, and the Company therefore expects competition will
increase in the future. Some of the Company's current and many of the Company's
potential competitors have greater name recognition, larger installed customer
bases and significantly greater financial, technical and marketing resources
than the Company. Potential competitors include browser and software vendors and
servers, PC and UNIX software vendors, on-line service providers, client/server
applications and other database companies, multimedia companies, document
management companies, networking software companies, network management
companies, educational software companies, traditional advertising agencies and
interactive television. In a broader sense, the Company may compete with the
more traditional marketing and distribution mediums, such as traditional
distribution channels developed for products and services. This intense level of
competition could materially and adversely affect the Company's future operating
results and financial conditions.

A large number of companies act as manufacturer's representatives and
re-marketers of high technology equipment and related products, and the
Company's competition in this business is therefore

8
<PAGE>
also intense. The distribution business is also characterized by low barriers to
entry. In some instances, the Company, in acting as a re-marketer, may compete
with the original manufacturer. Many of the Company's competitors in the
distribution business have longer operating histories, greater name recognition,
larger installed customer bases and significantly greater financial, technical
and marketing resources than the Company.

There can be no assurance that the Company will be able to compete
successfully against current or future competitors or that competitive pressures
faced by the Company will not materially adversely affect its business,
operating results and financial condition. See "Business--Competition."

6. OBSOLESCENCE AND TECHNOLOGICAL CHANGE. The market for Internet/Intranet
Solutions is characterized by rapidly changing technology, frequent
introductions of new products and evolving industry standards which result in
product obsolescence and short product life cycles. Accordingly, the Company's
success is dependent upon its ability to anticipate technological changes in the
industry and to continually identify, obtain and successfully market new
products and services that satisfy evolving technologies, customer preferences
and industry requirements. There can be no assurance that competitors will not
market products and services which have perceived advantages over those of the
Company or which render products and services to be offered by the Company
obsolete or less marketable. See "Business."

7. DEPENDENCE ON INTERNET INFRASTRUCTURE AND ACCESS. The Company's
revenues will depend in large part upon a robust industry and infrastructure for
providing Internet access and carrying Internet traffic. Notwithstanding current
interest and worldwide subscriber growth, the Internet may not prove to be a
viable commercial marketplace because of inadequate development of the necessary
infrastructure or complementary products, such as high speed modems. Because
global commerce and on-line exchange of information on the Internet and other
open area networks are new and evolving, it is difficult to predict with any
assurance whether the Internet will prove to be a viable commercial marketplace.
There can be no assurance that the infrastructure or complementary products
necessary to make the Internet a viable commercial marketplace will be developed
or, if developed, that the Internet will in fact become a viable commercial
marketplace. If the necessary infrastructure or complementary products are not
developed, or if the Internet does not become a viable commercial marketplace,
the Company's business, operating results and financial condition will be
materially adversely affected. See "Business."

8. MANAGEMENT OF GROWTH. The Company's rapid growth and plans for further
growth have placed, and are expected to continue to place, a significant strain
on its administrative, operational and financial resources. The Company's
ability to sustain growth effectively will depend, in part, on its ability to
manage growth and to train, motivate and manage its employees. Currently, the
Company relies on a limited staff which is responsible for all of the Company's
activities, including sales and promotion, client planning, product distribution
and technical development of products for clients. Many of the staff members are
currently performing a combination of these functions. The Company's continued
growth will require it to recruit and hire new technical, sales and marketing
personnel so that the staff can be better specialized to market the services of
the Company and serve client needs. At the present time, the Company plans to
use a portion of the net proceeds of this offering to increase its sales force
and technical staff, although no assurances can be given that qualified
personnel can be hired. Market competition for the services of the limited
number of people who are capable of performing the technical services of the
Company is intense. The inability to recruit, hire and retain necessary
personnel or the emergence of unexpected expansion difficulties could adversely
affect the Company's business, operating results and financial condition. See
"Management" and "Business--Employees."

9. DEPENDENCE ON RELATIONSHIPS. The Company maintains many relationships
with it clients and suppliers. These relationships often result in opportunities
for expanding the Company's client base, technical capability and revenue base.
The most significant of these relationships are with AT&T, IBM, Hewlett Packard,
Silicon Graphics, Microsoft, Netscape and Sybase. While the Company has
contracts with most of these companies, none of the contracts are exclusive and
for the most part these companies

9
<PAGE>
are free to terminate their relationship with the Company at any time. The
termination or deterioration of one or more of these relationships could have a
material adverse effect on the Company's business, operating results and
financial condition. A disruption in the supply of any of the high technology
products distributed by the Company could have a short-term financial impact on
the Company, but management believes it would be able promptly to find
alternative sources for any such products. See "Business."

10. DEPENDENCE ON RECURRING REVENUES. A substantial part of the Company's
income is derived from the recurring revenues associated with sales of supplies
to existing clients and periodic maintenance and upgrades to Internet and
Intranet sites. Clients of the Company are not required to purchase supplies
from the Company and may find another source for such supplies, or their need
for such supplies may diminish or disappear as a result of technological
advances or changes in customer utilization of hardware. In addition, most of
the Company's Internet/Intranet Solutions clients are not required to utilize
the Company for periodic maintenance and updates to their Internet and Intranet
sites. Although many of the sites designed for the Company's clients contain
proprietary tools licensed by the Company to such clients only so long as the
Company maintains such sites, such clients are nonetheless free to take the
information content of their sites to their own servers or servers maintained by
competitors of the Company. The loss of clients who provide recurring revenues
could have a material adverse effect on the Company. See "Business."

11. DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISKS OF THIRD PARTY INFRINGEMENT
CLAIMS. The Company presently has no patents with respect to its proprietary
technology. Instead, the Company currently relies upon copyright and trademark
laws, trade secrets, confidentiality procedures and contractual provisions, all
of which afford only limited protection, to protect its proprietary products.
Accordingly, there can be no assurance that the Company's measures to protect
its current proprietary rights will be adequate to prevent misappropriation of
such rights or that the Company's competitors will not independently develop or
patent technologies that are substantially equivalent or superior to the
Company's technologies. Additionally, although the Company believes that its
products and technologies do not infringe upon the proprietary rights of any
third parties, there can be no assurance that third parties will not assert
infringement claims against the Company. Similarly, infringement claims could be
asserted against products and technologies which the Company licenses, or has
the rights to use, from third parties. Any such claims, if proved, could
materially and adversely affect the Company's business and results of
operations. In addition, although any such claims may ultimately prove to be
without merit, the necessary management attention to, and legal costs associated
with, litigation or other resolution of such claims could materially and
adversely affect the Company's business and results of operations. See
"Business--Proprietary Rights."

12. DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a
significant extent on the continued service of certain key management personnel,
in particular Ralph Armijo, the Company's President and Chief Executive Officer.
The loss or interruption of Mr. Armijo's services, for whatever reason, would
have a material adverse effect on the Company. In the event of the loss of
services of Mr. Armijo, no assurance can be given that the Company will be able
to obtain the services of adequate replacement personnel. The loss or
interruption of the services of any of the Company's other senior management
personnel would also have an adverse effect on the Company. The Company has
entered into a two-year employment agreement with Mr. Armijo and the Company
currently maintains a $2 million life insurance policy on his life; however, no
assurance can be given that the Company will be able to keep such policy in
effect. The Company does not have employment agreements with or maintain life
insurance policies for any of its other executive officers. See "Management."

13. GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES. The Company is not
currently subject to direct regulation by any government agency, other than
regulations applicable to businesses generally. However, due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted with respect to the Internet, covering issues such as
user privacy, unsolicited marketing, pricing and characteristics and quality of
products and services. The adoption of any such laws or

10
<PAGE>
regulations may decrease the growth of the Internet, which could in turn
decrease the demand for the Company's products, increase the Company's cost of
doing business or otherwise have an adverse effect on the Company's business,
operating results or financial condition. Moreover, the applicability to the
Internet of existing laws governing issues such as real and intellectual
property ownership, libel and personal privacy is uncertain.

14. ELIMINATION OF DIRECTOR LIABILITY. The Company's Articles of
Incorporation contain a provision eliminating a director's liability to the
Company or its shareholders for monetary damages for a breach of fiduciary duty,
except in circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. The Company's Articles of
Incorporation also obligate the Company to indemnify its directors and officers
to the fullest extent permitted under Colorado law. While the Company believes
that these provisions will assist the Company in attracting and retaining
qualified individuals to serve as directors, they could also serve to insulate
directors of the Company against liability for actions which damage the Company
or its shareholders. See "Management."

RISK FACTORS RELATING TO THIS OFFERING

1. IMMEDIATE AND SUBSTANTIAL DILUTION. An investor in this offering will
experience immediate and substantial dilution of $5.23, or 76%, per share
between the adjusted pro forma net tangible book value per share after the
offering and the initial public offering price of $6.90 per share. To the extent
that any Warrants, options or other securities convertible into shares of Common
Stock currently outstanding or subsequently granted to purchase the Common Stock
are exercisable at a price less than the net tangible book value per share
following this offering, there will be further dilution upon the exercise of
such securities. See "Dilution" and "Description of Securities."

2. CONTROL BY PRINCIPAL STOCKHOLDERS. Based upon the 3,201,427 shares of
Common Stock which will be outstanding upon completion of this offering,
assuming no exercise of the Warrants, the Over-allotment Option, the
Representative's Options or the Employee's Options, the Company's officers and
directors, as a group, will beneficially own and control 42% of the Company's
outstanding Common Stock (or approximately 20% assuming all of the foregoing
Warrants and options are granted and exercised to their fullest extent). In
addition, cumulative voting (which provides that a stockholder can cast votes in
the election of directors equal to the number of shares owned by such
stockholder multiplied by the number of directors to be elected to a single
candidate or among the candidates as the stockholder wishes) is not permitted
with respect to the Company's Common Stock. As a result, these persons acting
together, although not controlling a majority of the Common Stock, will be able
to exercise significant influence over all matters requiring stockholder
approval, including the election of directors and the approval of significant
corporate transactions. See "Principal Stockholders."

3. NO DIVIDENDS ON COMMON STOCK. The Company has not previously paid any
cash or other dividends on its Common Stock and does not anticipate payment of
any dividends for the foreseeable future, it being anticipated that any earnings
would be retained by the Company to finance its operations and future growth and
expansion. See "Dividend Policy."

4. DETERMINATION OF OFFERING PRICE. The Combined Offering Price for the
Securities has been determined by negotiations between the Company and the
Representative and does not necessarily bear any relationship to the assets,
performance, book value or net worth of the Company or any other recognized
criteria of value. Among the factors considered in determining such price were
the business experience of the Company's management, the prospects for the
industry in which the Company operates, growth prospects of the Company and
prevailing market conditions generally. The Combined Offering Price should not
be considered to be an indication of the actual value of the Company. See
"Dilution" and "Underwriting--Determination of Offering Price."

11
<PAGE>
5. BROAD DISCRETION IN APPLICATION OF PROCEEDS. Although the Company has
tentatively allocated the net proceeds from this offering for various uses, the
projected expenditures are estimates and approximations and do not represent
firm commitments of the Company. Accordingly, management of the Company has
broad discretion to adjust the application and allocation of the net proceeds of
this offering, in order to address changed circumstances and opportunities. In
the event that the Company's plans change, or if the proceeds of this offering
together with the Company's cash flow prove to be insufficient to fund
operations, the Company may find it necessary to reallocate some or all of the
proceeds from the offering. See "Use of Proceeds."

6. NO ASSURANCE OF PUBLIC TRADING MARKET; POSSIBLE VOLATILITY OF STOCK
PRICE. Prior to this offering, there has been no established trading market for
the Company's securities and there can be no assurance that an active trading
market for the Company's securities will develop after the completion of this
offering. If a trading market does in fact develop for the Securities offered
hereby, there can be no assurance that it will be sustained. The Company
anticipates that, upon completion of this offering, the Common Stock and
Warrants will be listed on the Nasdaq SmallCap-SM- Market System ("NASDAQ"). If
the Company should experience losses from operations, it may be unable to
maintain the standards for continued quotation on NASDAQ. If, for any reason,
the Company's securities are not eligible for either listing or continued
listing or if a public trading market does not develop, purchasers of the
Securities may have difficulty selling their Securities should they desire to do
so. The trading prices of the Company's securities could be subject to wide
fluctuations in response to quarterly variations in actual or anticipated
results of operations of the Company, changes in analysts' earnings estimates,
announcements of technological innovations or new products or services by the
Company or its competitors, general conditions in the Internet or other high
technology industries or other factors. In addition, the securities markets
frequently experience extreme price and volume fluctuation which affect market
prices for securities of companies generally, and technology companies in
particular. Such fluctuations are often unrelated to the operating performance
of the affected companies. Broad market fluctuations may adversely affect the
market price of the Company's securities.

7. SHARES ELIGIBLE FOR FUTURE SALE. Upon consummation of this offering,
the Company will have 3,201,427 shares of Common Stock outstanding, of which
790,000 shares of Common Stock offered hereby by the Company and the 210,000
shares of Common Stock offered by the Bridge Financing Selling Stockholders will
be freely tradable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, 200,727
additional shares of Common Stock issuable upon conversion of the Bridge
Promissory Notes are also being registered simultaneously with this offering for
resale by the holders thereof from time to time after ten months from the
consummation of this offering (or sooner, if permitted by the Representative in
its sole discretion). When sold, such shares will be freely tradable without
restriction or further registration under the Securities Act. The remaining
2,000,700 shares of Common Stock are "restricted securities" as that term is
defined under Rule 144 promulgated under the Securities Act and may only be sold
pursuant to a registration statement under the Securities Act; in compliance
with the exemption provisions of Rule 144; or pursuant to another exemption
under the Securities Act. The holders of all 2,000,700 restricted shares have
agreed not to sell any shares of Common Stock owned by them for a period of
twelve months after the date of this Prospectus without the Representative's
prior written consent. No prediction can be made as to the effect, if any, that
sales of shares of Common Stock or even the availability of such shares for sale
will have on the market prices of the Company's securities prevailing from time
to time. The possibility that substantial amounts of the Company's securities
may be sold in the public market may adversely affect prevailing market prices
for the securities and could impair the Company's ability to raise capital
through the sale of its equity securities. See "Description of Securities,"
"Shares Eligible for Future Sale" and "Underwriting."

8. FUTURE ISSUANCES OF STOCK BY THE COMPANY WITHOUT SHAREHOLDER
APPROVAL. Following the sale of the Securities offered hereby, a total of
3,201,427 shares of Common Stock will be issued and outstanding. The remaining
authorized but unissued shares of Common Stock not reserved for specific
purposes may be

12
<PAGE>
issued without any action or approval of the Company's stockholders. Although
there are no present plans, agreements or undertakings involving the issuance of
such shares, except as disclosed in this Prospectus, any such issuances could be
used as a method of discouraging, delaying or preventing a change in control of
the Company or could significantly dilute the public ownership of the Company,
which could adversely affect the market. There can be no assurance that the
Company will not undertake to issue such shares if it deems it appropriate to do
so. The holders of options, Warrants and other securities convertible into
shares of Common Stock have the opportunity to profit from a rise in the market
price of the Common Stock, if any, without assuming the risk of ownership, with
a resulting dilution in the interest of other stockholders. The existence of the
aforementioned options and Warrants and any other options or warrants that may
be granted in the future may prove to be a hinderance to future equity
financings by the Company. Further, the holders of such warrants and options may
exercise them at a time when the Company would otherwise be able to obtain
additional equity capital on terms more favorable to the Company. See
"Description of Securities."

9. CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE
WARRANTS. The Company will be able to issue shares of its Common Stock upon the
exercise of Warrants only if there is a current prospectus relating to the
Common Stock issuable upon the exercise of the Warrants under an effective
registration statement filed with the Securities and Exchange Commission and
such Common Stock is then qualified for sale or exempt therefrom under
applicable state securities laws of the jurisdictions in which the various
holders of Warrants reside. Although the Company has undertaken to maintain the
effectiveness of a current Prospectus covering the Common Stock underlying the
Warrants, there can be no assurance that the Company will be successful in
maintaining a current registration statement. The Warrants, therefore, may be
deprived of any value if for any reason a current prospectus covering the Common
Stock issuable upon exercise of the Warrants is not kept effective, or if such
Common Stock is not qualified or exempt from qualification in the states in
which the Warrant holders reside. The Company intends to qualify the sale of the
Common Stock and the Warrants in states, although certain exemptions under
certain state securities ("blue sky") laws may permit the Common Stock and
Warrants to be transferred to purchasers in states other than those in which the
Common Stock and Warrants were initially qualified. See "Description of
Securities--Warrants."

10. WARRANTS SUBJECT TO REDEMPTION. Each Warrant will entitle the holder
to purchase one share of Common Stock at an exercise price equal to 120% of the
public offering price commencing from the effective date of this Prospectus. The
Warrants are redeemable by the Company for $.05 per Warrant at any time one year
after the date of this Prospectus (which period may be reduced or waived by the
Representative in its sole discretion) upon at least thirty days' prior written
notice provided the closing price of the Common Stock for twenty consecutive
trading days within the thirty-day period preceding the date of the notice of
redemption equals or exceeds 140% of the Combined Offering Price. In the event
the Company exercises the right to redeem the Warrants, a holder would be forced
either to exercise the Warrant within the period of the notice of redemption
(which could occur at a time when it may be disadvantageous to do so), to sell
the Warrants at the then current market price when the holder might otherwise
wish to hold them, or to accept the redemption. The Company presently expects to
call all of the Warrants for redemption as soon as permitted provided that a
current prospectus relating to the Common Stock underlying such Warrants is then
in effect. See "Description of Securities--Warrants."

13
<PAGE>
USE OF PROCEEDS

After deducting the underwriting discount of $555,100 and other expenses of
the offering estimated to be $450,000 (which includes the Representative's
non-accountable expense allowance), and assuming a Combined Offering Price of
$7.00, the Company will receive net proceeds from the offering of approximately
$4,545,900. The Company expects to use the proceeds substantially as follows:

<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE PERCENTAGE OF
APPLICATION OF PROCEEDS DOLLAR AMOUNT NET PROCEEDS
- ------------------------------------------------------------------------------------ -------------- ----------------
<S> <C> <C>
Purchase of Capital Equipment(1).................................................... $ 1,000,000 22%
Development of Internet/Intranet Solutions(2)....................................... 750,000 17%
Advertising and Marketing(3)........................................................ 750,000 17%
Repayment of Loans(4)............................................................... 150,000 3%
Working Capital and Other General Corporate Purposes(5)............................. 1,895,900 41%
-------------- ---
Total........................................................................... $ 4,545,900 100%
-------------- ---
-------------- ---
</TABLE>

- ------------------------

(1) Such proceeds will be utilized for the purchase of additional computer
equipment, information systems and database services required in connection
with the Company's anticipated growth.

(2) Includes the development of new proprietary software tools, upgrades of
existing proprietary software tools, license fees for third-party software
tools and training of personnel for new Internet/Intranet technologies and
applications.

(3) Such proceeds will principally be used for purchasing advertising in trade
journals, newsprint and on the Internet to expand awareness of the Company's
products and services in domestic and international markets.

(4) Includes repayment of the loans to Arthur Armijo, the brother of the
Company's President, and Patrick Mawhinney, a director, executive officer
and principal shareholder of the Company.

(5) This sum shall be available for the payment of operational expenses
including salaries, rent and other similar items to the extent revenues from
operations are insufficient for such purposes. Additionally, these proceeds
may be used to acquire the assets or operations of other companies engaged
in related businesses as part of the Company's expansion. No such
opportunities are currently under consideration.

The amounts set forth above are the Company's best estimates based upon its
present plans and certain assumptions regarding general economic and industry
conditions and the Company's anticipated future revenue and expenditures, and
merely indicate the proposed use of proceeds. Actual expenditures may vary
substantially from these estimates depending upon many factors, such as the
financial health of the Company, economic conditions, possible mergers with or
acquisitions of other companies (the determination of which shall be in the sole
discretion of management), the success, if any, of the Company's business and
operations and the availability of other financing arrangements, such as lines
of credit and loans. Accordingly, stockholders of the Company must rely upon the
judgment and discretion of management with regard to that portion of the net
proceeds of this offering allocated for working capital and general corporate
purposes. To the extent that the Over-allotment Option or the Warrants are
exercised, any proceeds received from such exercise will be used for working
capital and general corporate purposes of the Company. Pending use of the
proceeds from this offering as set forth above, the Company may invest all or a
portion of such proceeds in short-term bank certificates of deposit, U.S.
Government obligations, money market investments and short-term investment grade
securities.

14
<PAGE>
DIVIDEND POLICY

The Company intends to retain earnings, if any, to finance the development
and expansion of its business. Accordingly, the Company does not intend to pay
cash dividends in the foreseeable future on its Common Stock. Holders of the
Company's Common Stock are entitled to dividends when, as and if declared by the
Board of Directors out of funds legally available therefor. The payment of
dividends, therefore, is within the discretion of the Company's Board of
Directors. Cash dividends, if any, that may be paid in the future to holders of
Common Stock will be payable when, as and if declared by the Board of Directors
of the Company, based upon the Board's assessment of the financial condition of
the Company, its earnings, need for funds, capital requirements and other
factors, including any applicable laws. In addition, any financing which the
Company may obtain in the future may contain provisions restricting the
Company's ability to pay dividends. The Company is not currently a party to any
agreement restricting the payment of dividends.

DILUTION

The difference between the initial public offering price per share of Common
Stock and the adjusted pro forma net tangible book value per share after giving
effect to this offering constitutes the dilution to investors in this offering.
Adjusted pro forma net tangible book value per share is determined by dividing
the adjusted pro forma net tangible book value of the Company (total tangible
assets less total liabilities) by the number of shares of Common Stock
outstanding. All numbers included herein assume conversion of all of the Bridge
Promissory Notes to Common Stock and Warrants prior to this offering and do not
give effect to the conversion or exercise of any convertible securities or
options outstanding or being sold hereby.

At June 30, 1996, the net tangible book value of the Company was negative
$(274,574), or $(0.23) per share of Common Stock (based on 1,202,021 shares
outstanding). After giving effect to consummation of the merger with IPI and the
Bridge Financing Private Placement, the net tangible book value of the Company
would have been $807,944, or $.34 per share of Common Stock (based on 2,411,427
shares outstanding, assuming the issuance of an aggregate of 410,727 shares upon
conversion of the Bridge Promissory Notes). After giving effect to the sale by
the Company of the 790,000 shares of Common Stock offered by it hereby and the
receipt of estimated net proceeds to the Company of $4,545,900 (after deducting
underwriting discounts and commissions and estimated expenses of this offering),
and after giving effect to the merger with IPI and the Bridge Financing Private
Placement, the net tangible book value of the Company at June 30, 1996, would
have been $5,428,844 or $1.67 per share. This represents an immediate increase
in the net tangible book value of $1.33 per share to the existing stockholders
and an immediate dilution of net tangible book value of $5.23 (or 76%) per share
to new investors in this offering. The following table illustrates the foregoing
dilution to the investors on a per share basis:

<TABLE>
<CAPTION>
Initial public offering price per share............................... $ 6.90
<S> <C> <C>
Pro forma net tangible book value per share before offering........... $ .34
Increase per share attributable to new investors...................... $ 1.33
---------
Pro forma net tangible book value per share after offering............ $ 1.67
---------
Dilution per share to new investors................................... $ 5.23
---------
---------
</TABLE>

To the extent outstanding options and Warrants are exercised, further
dilution to new investors in this offering may result.

15
<PAGE>
The following table sets forth, on an unaudited pro forma basis as of June
30, 1996, the differences in the total consideration and the average price per
share paid by the Company's existing stockholders, the Bridge Financing Selling
Stockholders and investors in this offering with respect to the Company's Common
Stock:

<TABLE>
<CAPTION>
TOTAL CONSIDERATION
SHARES PURCHASED -------------------------
--------------------------------------------- AVERAGE
APPROX. APPROX. PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
-------------- ------------ --------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Existing Stockholders............................. 2,000,700 62.5% $ 309,399(3) 4% $ 0.15
Bridge Financing Selling Stockholders............. 200,727(1) 6.3% 702,545 9% $ 3.50
New Investors..................................... 1,000,000(2) 31.2% 6,900,000 87% $ 6.90
-------------- --- --------------- --- -----
Total......................................... 3,201,427 100% $ 7,911,944 100% $ 2.47
-------------- --- --------------- --- -----
-------------- --- --------------- --- -----
</TABLE>

- ------------------------

(1) Does not include 210,000 shares of Common Stock sold in this offering by the
Bridge Financing Selling Stockholders.

(2) Includes 790,000 shares of Common Stock purchased from the Company and
210,000 shares of Common Stock purchased from the Bridge Financing Selling
Stockholders.

(3) Includes paid in capital of the Company at June 30, 1996 and the value
assigned to the shares of Common Stock issued to IPI shareholders in the
merger.

16
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1996 (i) on an actual basis; (ii) on a pro forma basis to reflect the merger
of the Company and IPI in July 1996 and the issuance in August through October
18, 1996 of the Bridge Promissory Notes; and (iii) on a pro forma basis as
adjusted to give effect to the conversion of the Bridge Promissory Notes into
410,727 shares of Common Stock and Warrants upon consummation of this Offering,
and the sale of the 790,000 shares of Common Stock and 1,000,000 Warrants
offered by the Company hereby and the application of the net proceeds therefrom
as described under "Use of Proceeds." This table should be read in conjunction
with the Financial Statements and Notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA ADJUSTED
--------- ------------ -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt................................................................. $ -- $ 1,483(1) $ -- (2)

Shareholder's Equity
Common Stock, no par value, authorized 20,000,000 shares; issued and
outstanding 1,202,021 shares actual; 2,000,700 shares pro forma; 3,201,427
shares pro forma as adjusted............................................... 91 408 6,212

Retained Deficit............................................................... (366) (467) (467)
--------- ------ ------
Total Shareholder's Equity (Deficit)........................................... $ (275) $ (59) $ 5,745
--------- ------ ------
Total Capitalization....................................................... $ (275) $ 1,424 $ 5,745
--------- ------ ------
--------- ------ ------
</TABLE>

- ------------------------

(1) Includes Bridge Promissory Notes in the principal amount of $1,437,500.

(2) Reflects the conversion of the Bridge Promissory Notes.

17
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

- ------------------------

(1) IPI was incorporated May 15, 1995.

(2) Reflects the combination of the Company and IPI as if the acquisition
occurred January 1, 1995.

(3) Reflects the combination of the Company and IPI as if the acquisition
occurred January 1, 1996.

(4) Reflects the combination of the Company and IPI as if the acquisition and
the issuance of the Bridge Promissory Notes were completed on June 30, 1996.

(5) Reflects the combination of the Company and IPI as if the acquisition, the
issuance and conversion of the Bridge Promissory Notes and this offering
were completed on June 30, 1996.

(6) Options and shares from the conversion of the Bridge Promissory Notes were
considered in the calculation of weighted average shares under the treasuary
stock method based on the proposed public offering price.

18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company was organized as ACI Systems, Inc. in July 1993. The Company's
principal sources of revenue are resales of computer equipment, high technology
peripherals and electronic components manufactured by independent vendors
("Product Distribution") and services related to Internet/Intranet Solutions.
Effective July 11, 1996, the Registrant acquired all of the outstanding common
shares of IPI in exchange for 798,679 shares of the Company's Common Stock and a
promissory note for $75,000 payable to a shareholder of IPI and merged IPI into
the Company. Management believes the merger with IPI has accelerated
implementation of the Company's Internet/Intranet Solutions operating plan while
contributing to continued growth in systems integration and sales of networking
and computer peripherals and supplies. Prior to the merger, IPI had only limited
operations. The historic operations of IPI are minimal, comparable financial
data is not available and therefore only limited discussion of IPI operating
results is possible.

The Company's strategy is to increase revenue generated by its two core
competencies: (1) Internet/ Intranet Solutions, which are focused in five major
market areas, including computer and network infrastructure equipment, software
and services, content and aggregation, electronic commerce and order
fulfillment, and (2) Product Distribution. The Company has built and intends to
continue to build an infrastructure that assumes this strategy will succeed. The
failure of the Company to achieve this strategy could have a material adverse
effect on the Company's business, financial condition and results of operations.

The Company recognizes revenue upon delivery of its Internet/Intranet
Solutions and Product Distribution goods. Internet/Intranet Solutions generally
begin with consulting arrangements which are billed on an hourly basis and
progress to a bid for a proposed project. Deposits are then taken upon
acceptance of the bid. Most of the Company's customers elect to update and
expand their Web sites frequently, and clients are billed monthly on a time and
materials basis for these services. Additional sources of ongoing revenue
include revenue from advertising sold by the Company on clients' Web sites,
revenue from sales of merchandise and services over clients' Web sites and
revenue from maintenance of client Web sites. The Company receives a percentage
of the gross revenue from advertising and merchandise sales immediately upon
completion of these sales.

Presently, the Company factors its receivables on a recourse basis allowing
it to have readily available access to cash from receivables at acceptable
discount rates. See Note 6 to the Financial Statements of NAVIDEC, Inc.
Depending upon the Company's cash position, management will consider alternative
credit facilities in order to lower its cost of capital.

19
<PAGE>
RESULTS OF OPERATIONS

NAVIDEC, INC.

The following table sets forth for the periods indicated the percentage of
net sales represented by certain line items included in the Company's statement
of operations.

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30 YEAR ENDED DECEMBER 31
------------------------ ------------------------
1996 1995 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales..................................................................... 100% 100% 100% 100%
Cost of Sales................................................................. 83 81 81 75
--- --- --- ---
Gross Margin.................................................................. 17 19 19 25
Operating Expense............................................................. 26 15 19 23
Other Income (Expense)........................................................ (1) (1) (1) 1
--- --- --- ---
Net Income (Loss)............................................................. (10)% 3% (1)% (1)%
--- --- --- ---
--- --- --- ---
</TABLE>

SIX MONTHS ENDED JUNE 30, 1996 AND 1995

Net sales for the six months ended June 30, 1996 were $2,471,868 which
represents an increase of 19% compared to the prior year period net sales of
$2,081,456. The increase in net sales was principally due to implementation of
the Company's Internet/Intranet Solutions operating plan, growth in systems
integration and growth in sales of networking and computer peripherals and
supplies.

Gross margin was 17% during the six months ended June 30, 1996, as compared
to 19% during the prior year period. Management expects gross margin to increase
commencing in the third quarter of 1996 as a result of a larger proportion of
sales from Internet/Intranet Solutions, including advertising and merchandise
sales.

Operating expenses for the six months ended June 30, 1996 were $632,687
compared with $315,294 for the prior year period. The increase in operating
expenses was primarily the result of an increase in staff and marketing activity
and legal and consulting fees.

Net interest expense for the six months ended June 30, 1996 was $21,567
compared with $14,670 for the prior year period. The increased interest expense
for 1996 was a direct result of increased credit facilities with the Company's
banks and expenses related to loans from its principal shareholders. Interest
expense is expected to increase significantly during the second half of 1996 as
a result of the Bridge Promissory Notes. Interest expense should be reduced
during fiscal 1997 as a result of the conversion of the Bridge Promissory notes
upon consummation of this offering.

YEAR ENDED DECEMBER 31, 1995 AND 1994

Net sales for fiscal 1995 were $4,120,742 which represents an increase of
125% compared to net sales of $1,830,734 in fiscal 1994. The increase was
primarily attributable to the Company's introduction of new products and
services with an emphasis in two areas: (1) computer systems integration and
networking and (2) computer peripherals and supplies. Net sales generated by
systems integration and networking increased by $1,323,476, or 1620%, in fiscal
1995 to $1,405,183 compared to $81,707 for fiscal 1994. Net sales generated by
computer peripherals and supplies increased by $779,812, or 309%, in fiscal 1995
to $1,032,003 compared to $252,191 for fiscal 1994. The increase in revenues in
both cases was primarily attributable to expanded product lines, increased
marketing activities and greater market penetration.

Gross margin was 19% during fiscal 1995 as compared to 25% during fiscal
1994. The decline in gross margin was principally due to the increased cost of
products imported from Japan (as a result of the decreased value of the Dollar
against the Yen) and increased sales of higher volume, lower gross margin

20
<PAGE>
products. The Company expects gross margin to improve commencing in the third
quarter of 1996 as a result of increasing sales of higher margin
Internet/Intranet Solutions.

Operating expenses for fiscal 1995 were $784,150 compared with $497,284 for
fiscal 1994. The increase in operating expenses was primarily due to an increase
in personnel expenses.

Net interest expense for fiscal 1995 was $29,739 compared with $17,867 for
fiscal 1994, reflecting the Company's increased borrowing levels during fiscal
1995.

IPI

MAY 15, 1995 (INCEPTION DATE) TO DECEMBER 31, 1995

IPI was founded in May 1995 and therefore had no revenues during fiscal
1994. Revenues for 1995 were $167,574. Gross margin was 78% of revenues during
1995, which reflects the nature of IPI's business of providing high margin
services which are billed at a contract or hourly basis to its customers.
Operating expenses for the year ended December 31, 1995 totalled $131,739. The
principal operating expenses were salary, payroll taxes and marketing expenses.

SIX MONTHS ENDED JUNE 30, 1996

Revenues for the six months ended June 30, 1996 were $185,429 with gross
margin of 68%. Operating expenses for the six months ended June 30, 1996 were
$225,161. The decline in gross margin and increase in operating expenses for the
six months ended June 30, 1996 compared to the period ended December 31, 1995
resulted principally from the decision of IPI's management to invest in content
aggregation Web sites such as All About Colorado. See "Business."

LIQUIDITY AND CAPITAL RESOURCES

Through June 30, 1996, the Company funded its operations primarily through
revenues generated from operations, loans from principal shareholders and
employees, lines of credit and factoring arrangements made available to it by
banks. On June 30, 1996, the Company had cash and cash equivalents of $53,396
and a net working capital deficit of $417,444. This compares with cash and cash
equivalents of $106 and a working capital deficit of $92,423 at December 31,
1995. The change in the Company's working capital deficit resulted primarily
from a $389,315 increase in accounts payable.

The Company raised net proceeds of approximately $1,257,813 from sale of the
Bridge Promissory Notes from August through October 18, 1996. Management
believes that such proceeds combined with the proceeds of this offering will be
sufficient to fund the Company's operations for at least the next twelve months.

Cash provided by operating activities for the Company totalled $114,199 and
$28,264 for the six month periods ended June 30, 1996 and 1995, respectively.
Cash used in investing activities consisted of expenditures for property and
equipment. Such expenditures increased to $141,651 during the six months ended
June 30, 1996 from $26,148 during the prior year period primarily due to
expanded operations. During the six months ended June 30, 1996 and 1995, cash
from financing activities included borrowings (including advances under the
Company's line of credit and factoring arrangement) of $1,932,419 and $510,568,
respectively, net of note and line of credit payments of $2,321,998 and
$516,149, respectively.

Cash used in operating activities by the Company totalled $104,951 during
fiscal 1995 as compared to $153,931 during fiscal 1994. Cash used in investing
activities in each of fiscal 1995 and fiscal 1994 consisted of expenditures for
property and equipment of $34,210 and $33,600, respectively. Expenditures for
property and equipment were the direct result of increasing business operations.
Cash provided by financing activities consisted of borrowings (including
advances under the Company's revolving line of

21
<PAGE>
credit) of $790,215 and $488,885 during fiscal 1995 and fiscal 1994,
respectively, net of $659,004 and $330,203 in note and line of credit payments
during fiscal 1995 and fiscal 1994, respectively.

The Company has not recorded a deferred tax asset as it cannot conclude to
date that it is more likely than not that the deferred tax asset will be
realized.

Except for historical information contained herein, statements in this
discussion, including information regarding the combined business of the Company
and IPI, are forward looking statements. Forward looking statements involve
known and unknown risks and uncertainties which may cause the Company's actual
results in future periods to differ materially from forecast results.

INFLATION

The Company does not believe that inflation will have a material impact on
the Company's future operations.

22
<PAGE>
BUSINESS

OVERVIEW

The Company is a leading provider of comprehensive Internet and Intranet
solutions for regional, national and international business organizations. The
Company also serves as a distributor of various high technology and other
products through traditional and electronic channels. The Company provides its
services and distributes its products to over 500 customers as of the date of
this Prospectus. The Company's Internet/Intranet Solutions focus on all aspects
of commercial Internet and Intranet presence, including design and development
of World Wide Web ("WWW" or "Web") sites, marketing, database integration,
electronic commerce and order fulfillment. Product distribution includes the
sale of high technology systems and components manufactured by third parties,
principally through traditional distribution channels, and related services. The
Company's core competencies in Internet/Intranet technology and traditional
product marketing and distribution form its business model of providing complete
Internet/Intranet Solutions. These solutions include computer and network
infrastructure equipment, software and services, content and aggregation,
electronic commerce and fulfillment of orders.

The Company was formed as a Colorado corporation in July 1993 and since that
time has engaged in the distribution of high technology products and related
services. The Company merged with IPI, a designer and developer of Internet
World Wide Web sites, in July 1996. The merger was consummated in order to
establish the Company's business model of combined expertise in traditional
marketing and distribution and Internet/Intranet technology.

BUSINESS STRATEGY

The Company's goal is to enhance its position as a leading provider of
comprehensive networking and electronic marketing and distribution solutions to
regional, national and international clients. To achieve this objective, the
Company is pursuing the following strategies.

LEVERAGE EXPERTISE AND CORE COMPETENCIES. The Company leverages its
expertise in two core businesses, high technology product distribution and
Internet/Intranet Solutions, into complete electronic marketing and networking
solutions. The Company's solutions span all segments of the commercial Internet
industry, including networking equipment and routers, Internet software,
Internet/Intranet design and implementation, content creation and aggregation,
promotion and advertising, electronic commerce and order fulfillment. Management
believes that its ability to offer this full range of Internet/Intranet products
and services as well as traditional distribution and marketing services is
unique in its industry.

EXPLOIT RECURRING REVENUE STREAMS. The Company emphasizes ongoing services
to its Internet/ Intranet Solutions clients, which services are a source of
recurring revenues often well in excess of the fees associated with initial Web
site development. Most of the Company's clients elect to update and expand their
Web sites on at least a monthly basis to reflect updated information and the
latest Internet technology. The data underlying a number of client Web sites is
stored on a Company server which is connected to the Internet by a high-speed
T-1 connection. The Company receives a monthly maintenance fee for this
"hosting" service. The Company also develops and markets advertising space on a
number of client Web sites and receives a portion of the revenues generated from
such advertisements. Annual recurring revenues derived from some
Internet/Intranet Solutions clients have been several times the original site
development revenues from those clients.

DEVELOP STRATEGIC RELATIONSHIPS. The Company has developed technology,
marketing and distribution relationships with a number of leading Internet
industry and computer companies. Important relationships include those with
AT&T, IBM, Silicon Graphics, Sybase, Netscape, Netcom, Verity, Ajilon Services
and Ryan & Associates. The Company's strategic relationships with IBM and AT&T
have led to subcontracting agreements with those companies for the provision by
the Company of Internet/Intranet Solutions to customers of IBM and AT&T. See
"--Marketing." As a result of the Company's technical expertise, it has

23
<PAGE>
been designated as a Netscape Commercial Applications Products Provider Partner
(NCAPP), which is Netscape's top reseller designation and which allows the
Company to offer all of Netscape's high-end commercial Internet software
products to its clients. These and other strategic relationships have fueled
much of the recent growth of the Company, and management expects them to
continue to generate additional clients and revenue.

MAINTAIN EXPERTISE. The Company intends to use a substantial portion of the
proceeds from this offering for development of proprietary software tools,
licensing of new third-party software tools and training of personnel in order
to maintain the Company's technological expertise. See "Use of Proceeds."

EMPHASIZE CLIENT RETURN ON INVESTMENT. The Company furnishes clients with
solutions which are designed to provide a return on their investment through
generation of leads, increased sales, reduced personnel expenses and/or revenues
from advertising. The Company intends to further promote advertising on client
Internet and Intranet sites as a means of offsetting clients' site development,
update and maintenance costs. The Company also intends to emphasize hardware
solutions such as on- and off-site computer kiosks which expand the audience for
the client's electronic marketing presence.

PROMOTE INTRANETS. The Company believes that many companies can benefit
from the ease of use and familiarity of a Web-style interface for their internal
networks. Intranets can provide an open, non-proprietary "enterprise" interface
to a closed, proprietary "legacy" database system, thereby avoiding the need to
replace the entire legacy system when an updated enterprise interface is
desired. The Company has a strategic relationship with Ajilon Services, a major
provider of legacy/enterprise conversion and data migration services, which
allows the Company to offer integrated database conversion and migration
solutions as part of its Intranet solutions. The Company has implemented a major
Intranet system for KN Energy and intends to promote its expertise in this area
to other large companies with a need for an easy to use internal network
interface.

EXPAND TRADITIONAL DISTRIBUTION CHANNELS. To date, distribution of high
technology products and related services has accounted for the substantial
majority of the Company's revenue. The Company intends to expand its high
technology product distribution business by increasing its sales staff and its
national network of local representatives for products distributed by the
Company. The Company also plans to implement and promote its own Internet Web
site for direct sales of high technology products.

INTERNET/INTRANET SOLUTIONS

INTERNET/INTRANET INDUSTRY OVERVIEW

The Internet is a network of computer networks that are both commercially
and publicly owned. The networks all use a common set of nonproprietary
networking protocols. This commonality of protocols provides what appears to the
Internet user to be a seamless, integrated virtual network notwithstanding the
heterogeneity of the computer hardware and communications systems underlying the
Internet. Although the individual networks comprising the Internet are privately
owned, no one organization owns or controls the Internet. Any network may join
or remove itself from the Internet at any time and this open access has allowed
the Internet to grow exponentially as a resource in the United States and
world-wide.

Each new network (or individual connecting through a network) becomes not
only a consumer of information available on the Internet but also a potential
information or content provider to other users of the Internet. The following
table illustrates the growth in computers and routers ("hosts") which are
connected to the Internet.

24
<PAGE>

GRAPH SHOWING NUMBER OF INTERNET HOSTS FROM AUGUST 1981 THROUGH JUNE OF 1996 AS
REPORTED BY NETWORK WIZARDS WITH DATA AVAILABLE ON THE INTERNET AT
HTTP://WWW.NW.COM -- DATA POINTS ARE AS FOLLOWS:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
INTERNET HOST GROWTH
<S> <C>
Aug-81 213
May-82 235
Aug-83 562
Oct-84 1,024
Oct-85 1,961
Feb-86 2,308
Nov-86 5,089
Dec-87 28,174
Jul-88 33,000
Oct-88 56,000
Jan-89 80,000
Jul-89 130,000
Oct-89 159,000
Oct-90 313,000
Jan-91 376,000
Jul-91 535,000
Oct-91 617,000
Jan-92 727,000
Apr-92 890,000
Jul-92 992,000
Oct-92 1,136,000
Jan-93 1,313,000
Apr-93 1,486,000
Jul-93 1,776,000
Oct-93 2,056,000
Jan-94 2,217,000
Jul-94 3,212,000
Oct-94 3,864,000
Jan-95 4,852,000
Jul-95 6,642,000
Jan-96 9,472,000
Jul-96 12,881,000
</TABLE>

Internet networks are connected in a variety of ways, including regular
analog phone lines, high-speed digital lines and fiber optic links. The Internet
permits users to communicate electronically, share or publish information,
download software and participate in commercial transactions. Internet data
packets are transferred through flexible routing protocols which allow signals
to reach their destinations even though portions of the network may be down or
overburdened. Nonetheless, because of the rapidly growing traffic on the
Internet, users sometimes report significant delays in data transfer and some
loss of data. There is a risk that as the Internet grows in popularity, its
infrastructure will become overwhelmed to the point where its functionality is
impaired, perhaps significantly.

Because connecting directly to the Internet requires expensive equipment and
considerable technical expertise, most Internet users connect to the Internet
through one of a rapidly growing number of local and national Internet Service
Providers ("ISPs"), including the major on-line services such as America Online
and Compuserve. The Company is not one of these ISPs.

THE WORLD WIDE WEB. Much of the recent growth in Internet use has been
attributable to a network of servers and information available via open
protocols known as the World Wide Web. The Web can be accessed through software
programs such as Netscape Navigator and Microsoft Explorer, which allow non-
technical users to exploit the capabilities of the Internet. The Web enables
users to find, retrieve and link to multimedia content on the Internet with easy
to use graphical interfaces. Electronic documents are published on Web servers
in a common format called hypertext markup language ("HTML"). Web software
browsers can retrieve these documents across the Internet by making requests
through a standard communications protocol called Uniform Resource Locators, or
"URLs."

25
<PAGE>
The technical capabilities of the Web together with the increasing
availability of user-friendly navigational and utility tools and search engines
such as Yahoo, Excite, Webcrawler, Magellan and Alta Vista are responsible for
the rapid growth in the popularity of the Web as a distribution channel. The Web
is growing exponentially with over 1,000 businesses joining as participants each
day. (Source: Network Wizards).

The term "Web site" is commonly used to describe the computer screen layouts
and the file server computer that are accessible by users of the Web. Typically,
a Web site has a collection of "Web pages" which may contain text, graphics,
pictures, sound, animation, video or other multimedia content. One important
feature of the HTML format is that it allows a Web user to travel to other sites
simply by selecting with a mouse or other pointing device a text or graphic
marker on the current Web page. In this manner, users can quickly and
effortlessly connect to Web pages that are part of the same Web site or to Web
pages located on servers in another continent. Web sites vary significantly in
their complexity and interactivity. A simple Web site may have only text in
outline form. More complex sites may have full multimedia content. Web sites may
also vary in their level of interactivity with the user. Many Web sites are for
inquiry only (informational), while others allow the user to interact with,
enter and process information (interactive).

COMMERCIAL USES OF THE INTERNET. Commercial uses of the Internet include
business-to-business and business-to-consumer transactions, product marketing,
advertising, entertainment, electronic publishing, electronic services and
Internet support. The Company views the Internet and in particular the Web as
presenting significant opportunities for electronic marketing, sale and
distribution of products. In the Company's view, the Internet's benefits
include:

- Low cost in comparison to other marketing channels

- Direct marketing of products and services

- Audio/visual display and demonstration of products

- Ability to capture orders electronically at significantly lower personnel
costs than traditional order-taking

- Provision of client services such as order tracking and trouble-shooting

- Immediate fulfillment and satisfaction of certain orders, such as software
and information deliverable electronically

- Customer convenience (24-hour, 7 days a week access)

- Potential for narrowly-targeted marketing

A number of companies have developed systems to maintain the security of
transactions on the Internet and the Company has developed its own proprietary
merchandise engine which provides security for order-taking functions. While
transaction security remains a concern of many industry participants, it appears
that the security risk associated with on-line transactions will soon be no
greater than with ordinary transactions.

Web sites used for commercial applications are usually designated with
".com" domain extension in the URL. The number of ".com" domain names has grown
dramatically in the last two years, as illustrated in the following table.

ADVERTISING. The Internet is essentially a media outlet and as such serves
as an attractive platform for advertising. Typically, advertising on the Web is
in the form of a customized graphic box, or "billboard," covering a portion of
the screen being viewed. Viewers of the site who are attracted to the
advertisement can generally click on the billboard and be connected directly to
the Web site of the advertiser, which may be located on the server of the host
site or addressed to another Internet server. The Company currently sells
advertising on certain Web sites it maintains to companies including AT&T,
Silicon Graphics, Sybase, Penzoil, The Rocky Mountain News, The Denver Post and
BFI Waste Services. Advertising proceeds are generally shared by the Company and
the client that commissioned the site.

26
<PAGE>
INTRANETS. Because of the ease of use and widespread acceptance of Internet
protocols, HTML and other scripting languages and tools, a number of companies
have implemented internal networks, or Intranets, based on such protocols. The
use of these protocols allows employees using personal computers and Web browser
software to access and interact with a broad range of information sources within
their company, independent of physical location and underlying computer and
database design, on the familiar platform of Web browser software.

THE COMPANY'S INTERNET/INTRANET SOLUTIONS

The Company provides its Internet/Intranet Solutions through six business
units: Business Development Services, World Wide Web Services, Marketing
Services, Media Services, Client Services and Channel Services. These units
function as a team in providing solutions for clients. The Internet/Intranet
Solutions provided to clients often also involve one or more of the traditional
distribution services offered by the Company. See "--Distribution and Related
Services."

BUSINESS DEVELOPMENT SERVICES are delivered through consulting engagements,
generally billed on an hourly basis, in which Company professionals analyze
client business requirements and recommend comprehensive solutions for the
client's Internet or Intranet requirements. Proposed solutions offered by the
Company include one or more of the following components:

- Network solutions

- Web site specifications

- Private Intranets

- Web distribution strategies

- Traditional channel strategies

- Integrated marketing

- Image development

- Product introduction

- Project management

- Graphic design

- Product distribution

WORLD WIDE WEB SERVICES provide the design and implementation of a Web site
based upon specifications developed by the Company and the client. The Company's
World Wide Web Services also include the design and implementation of private
Intranets, including hardware and software implementation.

The Company designs many of its Web sites with database system integration,
which allows the Web site to act as an interface to selected portions of the
client's internal legacy or enterprise systems. Such integration allows the Web
site to reflect continuously the most current information concerning the client.

The Company has developed a set of proprietary software tools for
implementation on client Web sites. These tools are licensed to clients for use
on the particular site for so long as the site is maintained by the Company. A
brief description of each of the Company's proprietary tools follows.

- NAVIDEX. The Navidex tool is a dynamic, database driven table of contents
that allows the user to intuitively navigate the Web site.

- NAVIMAP. The Navimap tool is a graphical representation of site
information with links to other areas on the site.

- MERCHANDISE ENGINE. The Merchandise Engine creates an on-line catalog of
products available for sale through the Web site. The Merchandise Engine
also contains a secure algorithm for transmitting credit card information
and is capable of capturing contact and marketing information from
customers placing orders.

27
<PAGE>
- CALENDAR TOOL. The Calendar Tool provides a visual interface for
searching through a database of date oriented activities, announcements,
meetings or other events.

- E-MAIL TOOL. The E-Mail Tool is an e-mail engine which allows e-mail to
be sent from the Web site to e-mail addresses designated by the client for
purposes such as customer feedback, customer information capture and
customer service inquiries.

- ADMINISTRATION TOOLS. Administration Tools provide clients with the means
to maintain and update their sites themselves.

MARKETING SERVICES consist of market research, marketing, advertising and
public relations consulting and implementations designed to promote the client's
Internet presence. Such services are generally billed on an hourly basis.
Marketing Services also include the promotion and implementation of advertising
on client sites where appropriate. The Company generally charges for such
advertising placement through sharing of advertising revenues.

MEDIA SERVICES include digital image capture, post-processing services for
scanned images and graphic arts production. The Company offers these services to
assist clients in developing a uniform company image that spans both traditional
and electronic media. Actual output services provided by the Company include
photographic quality prints, color transparencies and printed output in all
sizes. The Company typically bills Media Services on a project basis.

CLIENT SERVICES include technical support, network implementation, Web site
maintenance and evolution, hosting of Web sites on a Company Internet server,
database management, product support and electronic messaging implementation.
The Company charges a variety of fees for these services, ranging from a
specific one time fee for change requests to a monthly fee for site maintenance.

CHANNEL SERVICES include all of the functions necessary to implement an
Internet marketing and distribution plan, including on-line sales of
merchandise, warehousing and order fulfillment. The Company generates revenues
from these services principally through sales commissions which vary depending
upon the level of Company involvement in the distribution plan.

SIGNIFICANT CLIENTS

The Company's major Internet/Intranet Solutions projects include the
following:

- HEWLETT PACKARD (HTTP://WWW.HP.COM). The Company designed the layout,
graphics and reusable templates for the Web pages of three Hewlett Packard
divisions (Electronic Measurements Division, Test & Measurement Operations
and the Colorado Division) contained within Hewlett Packard's primary Web
site.

- KN ENERGY ONLINE. The Company developed an Intranet for KN Energy that is
the primary resource for its employees to access company information. The
KN Energy Internet has a number of attractive features, including:

- a user interface featuring an animated "guide"

- a fully integrated search engine

- download capabilities

- internal authority and signature verification

- an extensive employee database

The Company maintains and enhances this network on the basis of a monthly
retainer and several major enhancements are planned for the network
commencing in the fourth quarter of 1996.

- LIVE ENTERTAINMENT. The Company, in partnership with Ajilon Services,
Inc., has entered into an agreement to design and implement a Web site for
Live Entertainment, which is a major Los

28
<PAGE>
Angeles distributor of entertainment video tapes. The Web site will
interface with Live Entertainment's internal database to provide an
on-line catalog of all videos offered by Live Entertainment. The Company
will also fulfill on-line orders of Live Entertainment videos from the
Company's warehouse facility. The Company hopes to complete the Live
Entertainment Web site in November of 1996.

- COLORADO AVALANCHE (HTTP://WWW.COLORADOAVALANCHE.COM). The Company
developed this site during the 1995-1996 hockey season and the site has
been redesigned for the 1996-1997 season. The site received a four star
rating (the highest rating) from Magellan and it was chosen as the best
site in the NHL by ISWire. The site generates an average of 300,000
visitors a month, and hosted 2,000,000 visitors after the Avalanche won
the Stanley Cup in June of 1996. The Avalanche site has electronic
commerce capabilities and team apparel and other goods are being sold over
the site. The redesigned site features advanced graphics, video and audio
clips, player statistics and regularly updated features about the team.
The Company has a contract in place to maintain the Avalanche site until
the end of the 1996-1997 hockey season.

- BURT AUTOMOTIVE GROUP (HTTP://WWW.BURT.COM). The Company created and
maintains a large Web site for this multi-dealer automobile retailer. The
Company has installed hardware at the various dealerships and has deployed
computer kiosks at some of the dealerships to allow walk-in customers to
access the Web site information. The Burt Group, with the Company's
assistance, intends to place similar kiosks in remote locations such as
credit unions to further promote the dealership group. The Company intends
to use the Burt site as the prototype for the development of a nationwide
network of car dealerships through the Company's association with Ryan &
Associates, a national provider of services to automotive dealerships.

- ALL ABOUT COLORADO (HTTP://WWW.AACO.COM). All About Colorado is a
community directory organized by the Company and KUSA-9News, a Denver,
Colorado, NBC-TV affiliate. The site contains general information,
activity and entertainment listings in over fifty categories. Each
category is located on a separate page and each page has billboard
advertising space available for sale. The Company is currently in the
process of redesigning the site to provide substantial interactive
abilities, such as search capabilities and visitor profiles, and to allow
commerce to be performed over the site. The Company believes that this
site has the potential to generate substantial advertising revenue, and
pursuant to an agreement with the major site sponsors, the Company is
entitled to retain a significant percentage of such revenue. The Company
intends to complete the first phase of this site in November 1996.

Other sites developed by the Company include Kimmon Electric Co., Ltd.
(http://www.kimmon.com), the Denver-Metro Regional Transportation District
(http://www.RTD-denver.com), Denver Metro Convention & Visitors Bureau
(http://www.denver.org), KUSA-9News (http://www.9news.com), the Colorado Rockies
(currently under development), Colorado Recreation
(http://www.coloradorecreation.com) and the American Animal Hospital Association
(http://www.healthypet.com).

DISTRIBUTION AND RELATED SERVICES

The Company distributes high technology systems and components manufactured
by third parties and provides related services such as system integration and
installation. Product distribution clients range from small businesses to
Fortune 100 companies. Significant product distribution clients include Lockheed
Martin, Johnson Controls, Hughes Aircraft and US West. The Company serves both
as a national manufacturer's representative for the products of certain
international manufacturers and as a reseller of selected computer products in
the Rocky Mountain region. The Company focuses its distribution efforts towards
selling specialized, higher margin products. The Company intends to expand its
product distribution activities into electronic channels, including sales over
the Internet on the Company's Web site.

29
<PAGE>
Distribution activities usually involve the receipt by the Company of orders
for equipment from prospective purchasers and the delivery and/or installation
of the equipment by the Company. The Company purchases the equipment directly
from the manufacturer or vendor and resells it to the purchaser at a price which
includes the Company's cost and a profit margin. With the exception of graphics
supplies and certain imported components, the Company does not generally
maintain an inventory of products it distributes. The Company specializes in
components, lasers, graphics, supplies, systems integration and reprographic
services.

COMPONENTS. The Company represents and distributes component products from
several Japanese manufacturers, principally Hayashi Denko and Sunmoulon.
Products include temperature sensors, push-button switches and numerous other
specialized components. These products are sold primarily through phone sales as
well as through a national network of manufacturer's representatives. Most of
these components are sold to original equipment manufactures ("OEMs") which
incorporate these components into their product designs. Key industries for the
Company's component products include: industrial process control, heating,
ventilation and air conditioning (HVAC), energy management, food processing,
consumer appliances and medical monitoring.

LASERS. The Company is the exclusive agent in North America for Kimmon
Electric Co., Ltd. Kimmon is the largest manufacturer in the world of Helium
Cadmium (HeCd) lasers and the Company provides all sales, service and support
for Kimmon's products in North America. These lasers are sold through a
combination of on-site direct sales, trade shows and telephone orders. The
Company sells Kimmon products to both end-users and OEMs. The primary
applications for HeCd lasers are mastering of CDs & CD-ROMS, prototype
production through three-dimensional stereolithography, production of holograms,
medical imaging and research.

GRAPHICS. The Company sells graphics products focused in the areas of data
capture (scanning, digital cameras and X-terminals) and color output (color
printers and LCD projection devices). The sale of many of these products is
through territorial authorizations granted to the Company by the manufacturers.
The Company has significant manufacturer alliances with Xerox, Tektronix, Sony,
InFocus and Hewlett Packard. Graphics products are sold primarily to end-user
customers by a direct sales team operating both in the field as well as through
an inside sales group which takes orders from existing customers.

REPROGRAPHIC SERVICES. This division acts as a complement to the graphics
division and provides the services described above under "Media Services." Sales
in this division are made through a direct sales force working with both
end-user and reseller customers.

SUPPLIES. The Company sells consumable supplies for color graphic output
devices. The Company stocks an inventory of popular consumables in order to
provide prompt response for customer orders. In addition, the supplies division
sells third-party extended warranty agreements for all hardware products.

SYSTEMS INTEGRATION. The Company offers network design and implementation
services to corporate customers in the Rocky Mountain region, which services
often include the acquisition and location of network equipment and servers.
These services are performed by a direct sales team. The primary manufacturers
of network equipment and servers distributed by the Company are Compaq, IBM and
Hewlett Packard.

MARKETING

Upon consummation of this offering, the Company intends to hire additional
personnel dedicated to marketing efforts. See "--Employees." In light of its
current client base, the Company's upcoming marketing efforts will be focused on
developing additional clients in the automotive, sports franchise, corporate
Intranet and regional directory businesses. The Company will also focus on
developing interest

30
<PAGE>
in electronic commerce and order fulfillment by the Company amongst the
Company's existing and new clients.

The Company expects to generate additional Internet/Intranet Solutions
clients from subcontracting arrangements entered into between the Company and
AT&T and IBM, each in August 1996. Under the terms of each of these agreements,
AT&T or IBM may refer customers to the Company and AT&T and IBM will receive in
exchange a percentage of the revenues received from such customers. Neither
agreement obligates the Company to accept any particular clients or projects or
obligates IBM or AT&T to refer any particular or minimum number of clients to
the Company, and both agreements are non-exclusive. Although there is no
guarantee that the Company will receive a substantial number of referrals or
derive substantial revenues from these agreements, management does expect that
these agreements will significantly expand the Company's client and revenue
base. Management plans to seek additional subcontracting opportunities with
other major computer and Internet industry companies.

PROPRIETARY RIGHTS

The Company has not yet determined whether any of its current products or
services are patentable. It has applied for federal trade name and trademark
registration of the "NAVIDEC" name and mark. The Company relies on a combination
of copyright, trade secret and trademark laws, and nondisclosure and other
contractual provisions to protect its various Web site tools and other
proprietary rights. These safeguards may not prevent competitors from imitating
the Company's products and services or from independently developing competing
products and services.

Because the Company's business is characterized by rapid technological
change, the Company believes that factors such as the technological and creative
skills of its personnel, name recognition and reliable client service and
support are more important to establishing and maintaining a competitive
position in its industry than the various legal protections of its proprietary
developments.

The Company believes that its proprietary rights do not infringe the
proprietary rights of third parties. There can be no assurance however that
third parties will not assert such infringement by the Company with respect to
current or future software, trade names or services. Any such claim, with or
without merit, could be time consuming, result in costly litigation and cause
product release delays and might require the Company to enter into royalty or
licensing agreements. Such royalty or licensing agreements, if required, may not
be available on terms acceptable to the Company.

EMPLOYEES

There are currently 31 full-time employees of the Company. These include six
in Business Development, six in World Wide Web Services, three in Marketing
Services, three in Media (reprographic) Services, one in Client Services, six in
Channel Services (which includes high technology product sales personnel) and
six in management and accounting.

The Company expects to hire fifteen additional full-time employees in the
twelve months following this offering. The Company currently anticipates three
new hires dedicated to sales, four new hires dedicated to marketing and nine new
technical employees. The new employees will span all six of the Company's
business units, and some may be assigned to more than one unit.

PROPERTIES

The Company's headquarters are located in Englewood, Colorado, in a 5,900
square foot facility, which includes approximately 1,500 square feet in
warehouse space. The facility is occupied under a lease with an unaffiliated
party expiring in June 2001 and providing for a current monthly lease rate of
$4,166. The Company maintains a second office facility in Englewood, Colorado
consisting of approximately 2,600 square feet. This facility is occupied under a
lease with an unaffiliated party which will expire in December 1996 and provides
for a monthly lease rate of $1,750. The Company intends to obtain comparable
substitute facilities upon expiration of this lease. The Company may lease
additional warehouse space if needed to support the growth in traditional and
on-line product distribution.

31
<PAGE>
COMPETITION

Existing competitors to the Internet/Internet Solutions business include
Online Systems Services, Inc., Eagle River Interactive, Inc. and Open Market,
Inc., all public companies traded on NASDAQ, as well as a large number of
regional firms providing similar services to those of the Company. Potential
competitors in this business include browser software vendors, PC and UNIX
software vendors and on-line service providers. Additional competition comes
from numerous client/server companies, database companies, multimedia companies,
advertising agencies, document management companies, networking software
companies, network management companies and educational software companies. In a
broader sense, the Company may compete with the more traditional advertising and
distribution mediums, such as radio, television and mail order outlets.
Potential competition also comes from the Company's clients, who could choose to
address their Internet/Intranet needs through in-house personnel. Some of the
Company's current and many of the Company's potential competitors have longer
operating histories, greater name recognition, larger installed customer bases
and significantly greater financial, technical and marketing resources than
those of the Company. Competitive factors in the Internet/Intranet Solutions
business include core technology, breadth of services offered, creative and
artistic ability, marketing and distribution resources, customer service and
support and price.

A large number of companies act as re-marketers of computer networks,
graphics equipment and components, and the Company's competition in the high
technology product distribution business is therefore also intense. In some
instances, the Company, in acting as a re-marketer, may compete with the
original manufacturer. In addition, a large number of companies offer the
reprographic services offered by the Company and competition in this area is
also intense. Many of the Company's competitors in the high technology product
distribution business have longer operating histories, greater name recognition,
larger installed customer bases, larger sales staffs and substantially greater
financial, technical and marketing resources than those of the Company.
Competitive factors in the distribution business include technical expertise,
breadth of products offered, product quality, performance and reliability,
price, name recognition, customer service and support and access to distribution
channels.

Both the Internet/Intranet Solutions business and the high technology
product distribution business are characterized by low financial barriers to
entry and frequent introductions of new products. The Company therefore expects
competition in each of its businesses to increase in the future. There can be no
assurance that the Company will be able to successfully compete in its
businesses. Although the Company believes that it has the requisite management,
technical and creative abilities to successfully compete, the intense level of
competition in each of the Company's businesses could materially, adversely
affect the Company's future operating results and financial condition.

LEGAL MATTERS

The Company is currently not involved in any material legal proceedings.

32
<PAGE>
MANAGEMENT

DIRECTORS AND OFFICERS

The following table sets forth the name, age and position with the Company
of each officer and director of the Company as of the date of this Prospectus.

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- --- --------------------------------------------------------------------
<S> <C> <C>
Ralph Armijo 44 President, Chief Executive Officer and Director

Andrew Davis 43 Vice President of Sales and Marketing

Patrick R. Mawhinney 32 Chief Financial Officer, Treasurer and Director

Kevin L. Blankenship 32 Vice President of Interactive Network Services and Secretary

Harold Anderson II 32 Vice President of Business Development

Lloyd G. Chavez, Jr. 46 Director Nominee
</TABLE>

The Company's Board of Directors currently consists of two members. All
directors hold office until the next annual meeting of the Company shareholders
and their successors are elected and qualified. The officers are elected by the
Board of Directors at the first meeting after each annual meeting of the Company
shareholders and shall hold office until their successors are duly elected and
qualified or otherwise in accordance with the Bylaws of the Company.

RALPH ARMIJO has served as the President, Chief Executive Officer and a
director of the Company since its inception in 1993. From 1981 to 1993, Mr.
Armijo was employed by Tektronix, Inc., a large communications company which
also produced testing and measuring equipment. Mr. Armijo's responsibilities at
Tektronix progressed from sales manager, to branch manager, to district manager
and, ultimately, to Western Regional Manager, a position he held for five years.
In that position, he was responsible for a $100 million budget in sales,
graphics, technical support and administration, and he was responsible for
developing new distribution channels, including reseller agreements. From 1976
to 1981, Mr. Armijo was employed by IBM Corporation, where he sold computerized
accounting and financial applications to small and medium-sized businesses. Mr.
Armijo received his B.A. from Colorado College and his M.B.A. from the
University of California, Los Angeles.

ANDREW DAVIS has served as Vice President of Sales and Marketing of the
Company since May 1996. From January 1994 to May 1996, Mr. Davis was manager of
wholesale distribution at InFocus Systems, a manufacturer of high resolution
projection systems. From September 1982 to January 1994, Mr. Davis held various
sales and marketing positions in Tektronix, Inc. including Director of Marketing
for the Interactive Technologies Division. Mr. Davis attended the University of
Denver from 1971 to 1974 where he studied Business Management and Marketing.

PATRICK R. MAWHINNEY served as the President of IPI from its inception until
its merger with the Company in July 1996 and since that time has acted as Chief
Financial Officer, Treasurer and a director of the Company. From May 1995 until
May 1996, Mr. Mawhinney also served as a financial/accounting consultant for
MIS\Sunguard, a provider of accounting and investment software. Mr. Mawhinney
was employed as an Assistant Vice President of The Bank of Cherry Creek from
November 1993 to May 1995; as a Vice President of Vectra Banking Corporation
from June 1989 to November 1993; and as Operations Coordinator for Zions
Bancorporation from August 1986 to June 1989. He received his B.S. from Colorado
State University.

KEVIN L. BLANKENSHIP, Vice President of Interactive Network Services and
Secretary since July 1996, served as the Vice President of Technology for IPI
from May 1995 until the July 1996 merger with the Company. Mr. Blankenship also
serves on the Internet Advisory Council of Sybase, Inc., a major manufacturer of
database systems. From January 1993 to May 1995, Mr. Blankenship served as the
Director of Client Integration and Development for ADIA Information Technology
and was employed by

33
<PAGE>
U.S. West Communications as Manager of Multimedia Applied Engineering from
September 1986 to January 1993. Prior to 1989, Mr. Blankenship held various
positions of responsibility for software systems design. Mr. Blankenship has
expertise in the field of document and information management, as well as an
extensive background in complex, heterogeneous, corporate systems and computing
architectures. Mr. Blankenship attended the University of Colorado between
1982-1987 where he studied Electrical and Computer Science and Computer
Engineering.

HAROLD ANDERSON II, Vice President of Business Development since July 1996,
served as Vice President of Business Development for IPI from July 1995 until
the July 1996 merger with the Company. From September 1986 to July 1995, Mr.
Anderson was employed by U.S. West Advance Technologies and Communications,
where he worked in Distributed Technology Platform Security, served as the
Technical Project Manager, and later acted as a Product Marketing Specialist for
the U.S. West Internet Services Provider/On-line Service Project. Mr. Anderson
received his B.S. degree in Business Administration from the University of
Arizona in 1986 and a Masters degree in Computer Information Systems from the
University of Denver in 1991.

No director or executive officer of the Company is related to any other
director or executive officer. None of the Company's officers or directors hold
any directorships in any public company. Presently the Company has no
nominating, compensation or audit committees; however the Company does plan to
establish compensation and audit committees subsequent to this offering.

DIRECTOR NOMINEE

The Company intends to increase the size of the Board of Directors to five
directors after consummation of this offering. Two of the three vacancies
created thereby will be filled by the Board of Directors pursuant to the
Company's Bylaws, and the Company has agreed to allow the Representative to
nominate the third director, subject to the Company's approval. See
"Underwriting--Designee to the Board of Directors." Lloyd G. Chavez, Jr. has
agreed to serve as director following consummation of this offering. The Company
is currently seeking a second qualified nominee. If the Representative does not
nominate a director, the Company will seek a third qualified director to be
added to the Board. The business background of Mr. Chavez is as follows:

LLOYD G. CHAVEZ, JR. has been the Director of Automotive Markets at the Burt
group of automobile dealerships in Denver, Colorado since 1988. From 1983 to
1994, Mr. Chavez was Vice President of Fort Dodge Laboratories, a subsidiary of
American Home Products, where he was responsible for business acquisitions, new
products and technologies, joint ventures, intellectual property acquisitions,
strategic planning, market research and sale projections. From 1982 to 1983, Mr.
Chavez was Vice President of General Genetics Corporation, where he was
responsible for management of biological and pharmaceutical research and
development. Mr. Chavez received his B.A. in Molecular, Cellular, Development
Biology from the University of Colorado, his M.A. in Old Testament Studies from
Denver Seminary, his Ph.D. in Microbiology and Immunology from the University of
Virginia, and was a post-doctoral Fellow in Chemistry at Cornell University.

DIRECTOR COMPENSATION

None of the Company's directors received any compensation during the most
recent fiscal year for serving in their position as a director. No plans have
been adopted to compensate directors in the future; however it is likely that
during fiscal 1997 the Board of Directors will adopt an employee stock option
plan which includes provision for stock options to be issued to directors.

34
<PAGE>
EXECUTIVE COMPENSATION

The following table sets out the annual compensation paid to Ralph Armijo
for the last three fiscal years. No other executive officer has received annual
compensation in excess of $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------- ALL OTHER
--------------------- RESTRICTED STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS OPTIONS ($)
- -------------------------------------- --------- ---------- --------- ------------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Ralph Armijo, Chief 1995 $ 111,444 $ 24,000 0 0 $ 9,000(1)
Executive Officer 1994 $ 69,541 $ 0 0 161,953(2) 0
1993 $ 0 $ 0 0 784,966(2) 0
</TABLE>

- ------------------------

(1) Consists of an automobile allowance.

(2) During 1994 and 1993 the Company issued stock options to Ralph Armijo to
purchase a total of 946,919 shares of Common Stock for a total exercise
price of $1,746. Compensation expense of $10,000 and $29,000 was recorded
for 1994 and 1993, respectively.

AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1995(#) DECEMBER 31, 1995($)
SHARES ACQUIRED ON EXERCISEABLE/ EXERCISEABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISEABLE(1) UNEXERCISEABLE(2)
- -------------------------- ------------------- ------------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Ralph Armijo, Chief
Executive Officer -- -- 946,919/0 $156,199/0
</TABLE>

- ------------------------

(1) Represents options to purchase 946,919 shares of common stock for a total
exercise price of $1,745. These options were exercised prior to the
acquisition of IPI during June 1996.

(2) Value of the options was determined by the Board of Directors at December
31, 1995 and assumes the exercise of the option and payment of the exercise
price. No market for the Company's securities existed at December 31, 1995.

No officer or director received any form of compensation other than cash
during 1995 and no long term incentive, bonus or option plans were or are in
place. Management expects to develop employee stock option plans during fiscal
1997.

The current annual salaries of the executive officers of the Company are as
follows: Ralph Armijo, President, $140,000; Andrew Davis, Vice President of
Sales and Marketing, $105,000; Patrick Mawhinney, Chief Financial Officer,
$75,000; Kevin L. Blankenship, Vice President of Interactive Network Services,
$70,000; and Harold Anderson II, Vice President of Business Development,
$68,000. Total annual compensation for all executive officers is $458,000.

The Board of Directors may, at its discretion, award discretionary bonuses
in the future. It is anticipated that a compensation committee will be
established during 1997. The compensation committee will establish salaries,
incentives and other forms of compensation for directors, officers and other
employees of the Company, and establish and administer the Company's benefit
plans and recommend policies relating to such plans.

35
<PAGE>
EMPLOYMENT AGREEMENTS

As a condition to the merger between the Company and IPI, the Company
entered into an employment agreement with Ralph Armijo. Such agreement will
continue through June 30, 1998, unless earlier terminated for cause and provides
for annual compensation of $140,000. Mr. Armijo also has agreed not to compete
with the Company during his employment term and for a period of one year
thereafter.

The Company entered into an employment agreement with John R. McKowen
employing Mr. McKowen as Director of Investor Relations for an initial term of
six months commencing in August 1996. The agreement will automatically be
extended upon consummation of this offering for 24 months following the date of
this Prospectus. Mr. McKowen's compensation under the agreement is $5,000 per
month and Mr. McKowen is entitled to an automobile allowance not to exceed $400
per month. In addition, he was granted options to purchase 250,000 shares of
Common Stock at an exercise price of $3.50 per share, exercisable no sooner than
thirty months following the date of grant and no later than sixty months from
such date.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Articles of Incorporation eliminate the personal liability of
its directors to the Company and its shareholders for monetary damages for
breach of the directors' fiduciary duties in certain circumstances. The Articles
of Incorporation further provide that the Company will indemnify its officers
and directors to the fullest extent permitted by law. The Company believes that
such indemnification covers at least negligence and gross negligence on the part
of the indemnified parties. Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions or otherwise, the Company
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.

36
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this Prospectus, and as
adjusted to reflect the sale by the Company of the 790,000 shares of Common
Stock offered by the Company hereby, the Common Stock ownership of each person
known by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually, each executive officer and
all directors and executive officers of the Company as a group. Each person has
sole voting and investment power, as well as record and beneficial ownership,
with respect to the shares shown. None of the named persons hold any options,
warrants or other securities convertible into Common Stock within sixty days
after the date of this Prospectus.

As of the date of this Prospectus, there were 2,411,427 shares of Common
Stock issued and outstanding, including the 410,727 shares issued to the Bridge
Financing Selling Stockholders.

<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF BENEFICIAL OWNERSHIP
BENEFICIALLY ---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED BEFORE OFFERING AFTER OFFERING
- --------------------------------------------------------------- ----------------- ------------------- ------------------
<S> <C> <C> <C>
Ralph Armijo................................................... 978,422 40% 31%

Patrick R. Mawhinney........................................... 171,832 7% 5%

Harold Anderson II............................................. 90,086 4% 3%

Drew Davis..................................................... 25,000 1% 1%

Kevin L. Blankenship........................................... 90,086 4% 3%

Cynthia J. Simmons............................................. 421,332 17% 13%
84 Willowleaf Drive
Littleton, CO 80125

All directors and executive officers as a Group (Five
Persons)...................................................... 1,355,426 56% 42%
</TABLE>

- ------------------------

(1) Except as indicated herein, the address for each person is 14 Inverness
Drive, Bldg. F., Suite 116, Englewood, Colorado 80112.

BRIDGE FINANCING PRIVATE PLACEMENT

From August through October 18, 1996, the Company sold an aggregate of
$1,437,500 principal amount of 10% Unsecured Subordinated Convertible Promissory
Notes, due December 31, 1997 (the "Bridge Promissory Notes") in a private
placement to certain investors (the "Bridge Financing Private Placement"). Upon
consummation of the offering made by this Prospectus, each $50,000 in principal
amount of the Bridge Promissory Notes is automatically converted into 14,285.5
shares of Common Stock and 14,285.5 Warrants, in each case rounded to the next
whole share or Warrant. Based upon the sale of Bridge Promissory Notes in the
aggregate amount of $1,437,500, upon the consummation of the offering made by
this Prospectus, the Bridge Promissory Notes will be automatically converted
into an aggregate of 410,727 shares of Common Stock (the "Converted Shares") and
410,727 Warrants, and the Bridge Promissory Notes will no longer be outstanding.
All of the Converted Shares and the Warrants have been registered pursuant to
the Registration Statement, of which this Prospectus is a part, and 210,000
Converted Shares are being offered hereby and 200,727 Converted Shares may be
sold from time to time in the open market by the holders thereof (the "Bridge
Financing Selling Stockholders"), provided that the Bridge Financing Selling
Stockholders have agreed that they will not make any such sales of the Converted
Shares for ten months after the date of this Prospectus without the prior
written consent of the Representative in its sole discretion in each case. See
"Bridge Financing Selling Stockholders." The Warrants owned by the Bridge
Financing Selling Stockholders are not subject to any restrictions on sale and
may be sold at any time.

37
<PAGE>
BRIDGE FINANCING SELLING STOCKHOLDERS

The following table sets forth information with respect to the Bridge
Financing Selling Stockholders, who will own an aggregate of 410,727 shares of
Common Stock and 410,727 Warrants issuable upon conversion of the Bridge
Promissory Notes, all of which are being registered in the Registration
Statement of which this Prospectus forms a part. Of the Common Stock received
upon conversion, an aggregate of 210,000 of such shares are being offered hereby
by the Bridge Financing Selling Stockholders. See "Bridge Financing Private
Placement." The Company will not receive any proceeds from the sale of these
shares. The Representative will receive from the Company a non-accountable
expense allowance equal to three percent of the total proceeds of the 210,000
shares offered hereby. The cost of qualifying these shares under federal and
state securities laws, together with other costs in connection with their
offering, will be paid by the Company. The remainder of the shares of Common
Stock owned by the Bridge Financing Selling Stockholders may be sold from time
to time in the future, subject however to the Bridge Financing Selling
Stockholders' agreement not to sell any of these shares for ten months after the
date of this Prospectus without the prior written consent of the Representative
in its sole discretion in each case.

<TABLE>
<CAPTION>
COMMON
COMMON STOCK COMMON STOCK
RECEIVED ON CONVERSION STOCK OWNED WARRANTS RECEIVED ON
OF BRIDGE PROMISSORY OFFERED AFTER CONVERSION OF BRIDGE
NAME NOTES HEREBY OFFERING PROMISSORY NOTES
- ------------------------------------------ ---------------------- --------- --------- ----------------------
<S> <C> <C> <C> <C>
Ajan Family Trust......................... 7,143 1,826 1,746 7,143
Almeida, Donald E......................... 7,143 1,826 1,746 7,143
Barish, Marvin............................ 14,286 3,653 3,490 14,286
Bluett, David E........................... 8,571 2,191 2,095 8,571
Bluth, Mordecai........................... 14,286 3,653 3,490 14,286
Bussong, William.......................... 11,429 2,922 2,793 11,429
Campos, Felix and Joyce................... 14,286 3,653 3,490 14,286
Caribou Bridge Fund, L.L.C................ 42,857 10,955 10,474 42,857
Cooke, David.............................. 14,286 3,653 3,490 14,286
Davis, Jerry.............................. 8,571 2,191 2,095 8,571
Dill, H. Alan............................. 14,286 3,653 3,490 14,286
Downey, Mabe.............................. 14,286 3,653 3,490 14,286
Dukes, Leroy A............................ 14,286 3,653 3,490 14,286
Fishman, Eric............................. 14,286 3,653 3,490 14,286
Friedman, Richie.......................... 14,286 3,653 3,490 14,286
Funkhouser, Elliott M..................... 14,286 3,653 3,490 14,286
Generation Capital........................ 28,571 7,303 6,983 28,571
Gonte, William, M.D....................... 28,571 7,303 6,983 28,571
Grace, William............................ 7,143 1,826 1,746 7,143
Hall, Robert.............................. 28,571 7,303 6,983 28,571
Hall, James M............................. 28,571 7,303 6,983 28,571
HNC Associates............................ 7,143 1,826 1,746 7,143
Hoeppner, Fred C.......................... 8,571 2,191 2,095 8,571
Hupe, Gregory M........................... 7,143 1,826 1,746 7,143
Huston, Jeffrey D. and Frances B.......... 57,142 14,606 13,965 57,142
Inverness Investments..................... 14,286 3,653 3,490 14,286
Levenreich, David......................... 64,285 16,432 15,711 64,285
Liner, Richard M.......................... 14,286 3,653 3,490 14,286
Markowitz, Jeffrey........................ 14,286 3,653 3,490 14,286
Matsen, Nancy G........................... 21,429 5,478 5,237 21,429
McKay, Jerry S............................ 7,143 1,826 1,746 7,143
Nieder, Robert M.......................... 14,286 3,653 3,490 14,286
</TABLE>

38
<PAGE>

39
<PAGE>
ADDITIONAL REGISTERED SECURITIES

The Bridge Financing Selling Stockholders will receive 410,727 shares of
Common Stock and 410,727 Warrants from conversion of the Bridge Promissory Notes
upon consummation of this offering. Of such 410,727 shares of Common Stock,
210,000 are being offered hereby by the Bridge Financing Selling Stockholders.
The remaining 200,727 shares of Common Stock and the 410,727 Warrants which are
not being offered hereby are being registered simultaneously with this offering
for resale by the Bridge Financing Selling Stockholders from time to time,
provided that such stockholders have agreed with the Company not to make any
sales of the Common Stock until ten months after the consummation of this
offering without the prior written consent of the Representative in its sole
discretion in each case. The Company has been advised by the Representative that
it has no present plan or intention to consent to any early release from such
agreement. The Warrants owned by the Bridge Financing Selling Stockholders are
not subject to any restriction on sale and may be sold at any time.

There are no material relationships between any of the Bridge Financing
Selling Stockholders and the Company, nor have any such material relationships
existed within the past three years. The Company has been informed by the
Representative that there are no agreements between any of the Underwriters and
any Bridge Financing Selling Stockholders regarding the distribution of their
Common Stock or Warrants, other than the shares of Common Stock offered hereby
by the Bridge Financing Selling Stockholders. The Company has been further
advised by the Representative that none of the Bridge Financing Selling
Stockholders have any current plan or other arrangement or commitment with
respect to the sale of their Common Stock or Warrants.

The sale of Common Stock or Warrants by the Bridge Financing Selling
Stockholders may be effected from time to time in transactions (which may
include block transactions by or for the account of the Bridge Financing Selling
Stockholders) in the over-the-counter markets, in privately negotiated
transactions or otherwise. Sales may be made at fixed prices which may be
changed, at market prices prevailing at the time of sale, or at negotiated
prices. Bridge Financing Selling Stockholders may effect such transactions by
selling directly to purchasers, through broker/dealers acting as the seller's
agents or to broker/dealers who may purchase such securities as principals and
thereafter sell the securities from time to time in the over-the-counter market,
in negotiated transactions or otherwise. Such broker/dealers, if any, may
receive compensation in the form of discounts, concessions or commissions from
the sellers and/or the purchasers from whom such broker/dealers may act as
agents or to whom they may sell as principals or otherwise (which compensation
as to a particular broker/dealer may exceed customary commissions). Bridge
Financing Selling Stockholders will be required to deliver a current prospectus
in connection with their offer and sale of Common Stock or Warrants.

If any of the following events occur, the prospectus will be amended to
include additional disclosure before offers and sales of the Common Stock or
Warrants by the Bridge Financing Selling Stockholders are made: (i) to the
extent such securities are sold at a fixed price or by option at a price other
than the prevailing market price, such price would be set forth in the
prospectus; (ii) if the securities are sold in block transactions and the
purchaser wishes to resell, such arrangements would be described in the
prospectus; and (iii) if the compensation paid to broker/dealers is other than
usual and customary discounts, concessions or commissions, disclosure of the
terms of the transaction would be included in the prospectus. The prospectus
would also disclose if there are other changes to the stated plan of
distribution, including arrangements that either individually or as a group
would constitute an orchestrated distribution of the securities.

Under applicable rules and regulations under the Securities Exchange Act of
1934 (the "Exchange Act"), any person engaged in the distribution of the Common
Stock or the Warrants may not simultaneously engage in market making activities
with respect to any securities of the Company for a period of at least two (and
possibly nine) business days prior to the commencement of such distribution.
Accordingly, in the event that the Representative or any of the other
Underwriters makes a market in the Company's

40
<PAGE>
securities, the Bridge Financing Selling Stockholders will likely be required to
sell such securities through another broker/dealer. In addition, each Bridge
Financing Selling Stockholder desiring to sell securities will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-6 and 10b-7, which provisions
may limit the timing of the purchases and sales by the Bridge Financing Selling
Stockholders.

The Bridge Financing Selling Stockholders and broker/dealers, if any, acting
in connection with such sales might be deemed to be "underwriters" as defined in
the Securities Act and any commission received by them and any profit on the
resale of the securities may be deemed underwriting discounts and commissions
under the Securities Act.

CERTAIN TRANSACTIONS

In October 1993, Arthur Armijo, brother of the Company's President, Ralph
Armijo, made a $119,199 loan to the Company. The loan is evidenced by a
promissory note dated October 1, 1993 bearing interest at the rate of 5% per
year. As of the date of this Prospectus, the outstanding amount due under the
note is approximately $100,000, which amount is to be paid in full out of the
proceeds of this offering.

In November 1993, Arthur Armijo and Ralph Armijo each personally guaranteed
a line of credit in the amount of $200,000 extended by Vectra Bank, Denver,
Colorado, to the Company. Such line of credit and Messrs. Armijos' personal
guarantees were terminated in February 1996. No compensation was paid by the
Company for such personal guarantees. In February 1996, Arthur Armijo and Ralph
Armijo each personally guaranteed a promissory note of the Company in favor of
Colorado State Bank of Denver in the principal amount of $750,000. The note was
entered into by the Company in connection with a receivables factoring
arrangement between the Company and the bank. See "Management's Discussion and
Analysis of Financial Condition and Results of Operation." To date, Messrs.
Armijo have received no compensation from the Company for such personal
guarantees.

In July 1996, Littleton Land Company made a $182,500 loan to the Company.
The loan was evidenced by a non-interest bearing promissory note with a maturity
date of August 31, 1996. Such note was prepaid in full on August 22, 1996. John
McKowen, an employee of the Company, is an affiliate of Littleton Land Company.
In August 1996, the Company granted options to Mr. McKowen to purchase 250,000
shares of Common Stock at an exercise price of $3.50 per share, exercisable from
February 1999 to August 2001. See "Management--Employment Agreements."

On March 31, 1996, Patrick Mawhinney, a shareholder, director and Chief
Financial Officer of the Company, made a $45,110 loan to IPI. The loan is
evidenced by a promissory note dated March 31, 1996, which provides for the
accrual of interest at a fixed rate of 10% per year and a maturity date of
December 31, 1997. The loan will be prepaid in full out of the proceeds of this
offering.

In June 1996, Schneider Mawhinney & Associates, P.C. advanced $32,500 to
IPI. Such amount was repaid without interest in October 1996. Patrick
Mawhinney's spouse is a principal of Schneider Mawhinney & Associates.

In July 1996, Cindy Simmons, a principal shareholder of the Company, was
issued a promissory note of the Company in the amount of $75,000 as part of the
purchase price for IPI. The promissory note provides for monthly payments of
$6,250 due on the first day of each month beginning August 1, 1996 and maturing
on July 1, 1997.

In July 1996, Mr. Mawhinney made a loan to the Company in the amount of
$30,000, evidenced by a promissory note dated July 26, 1996 and bearing interest
at the rate of 9.75 percent per year. Such note was prepaid in full in October
1996.

In August 1996, Ralph Armijo made a loan to the Company in the amount of
$70,000, evidenced by a promissory note dated August 6, 1996 and bearing
interest at the rate of 9.75 percent per year. Such note was prepaid in full in
October 1996.

41
<PAGE>
DESCRIPTION OF SECURITIES

COMMON STOCK

The Company is authorized to issue 20,000,000 shares of Common Stock, no par
value, of which 2,411,427 shares are currently outstanding including the shares
issued upon conversion of the Bridge Promissory Notes. After this offering,
there will be 3,201,427 shares of Common Stock outstanding, assuming no exercise
of the Warrants, the Over-allotment Option, the Representative's Options or the
Employee's Options.

Holders of Common Stock are entitled to dividends when, as and if declared
by the Board of Directors out of funds available therefor, subject to any
priority as to dividends for any preferred stock that may be outstanding. There
currently is no preferred stock authorized or outstanding. Holders of Common
Stock are entitled to cast one vote for each share held at all stockholder
meetings for all purposes including the election of directors. Cumulative voting
for the election of directors is not permitted. The holders of a majority of the
Common Stock issued and outstanding and entitled to vote, in person or by proxy,
constitute a quorum at meetings of stockholders and the vote of the holders of a
majority of Common Stock present at such a meeting will decide any question
brought before such meeting, except for certain actions such as amendments to
the Company's Articles of Incorporation, mergers or dissolutions, all of which
require the vote of the holders of a majority of the outstanding Common Stock.
Upon liquidation or dissolution, the holder of each outstanding share of Common
Stock will be entitled to share ratably in the net assets of the Company legally
available for distribution to such stockholder after the payment of all debts
and other liabilities and after distributions to preferred stockholders, if any,
legally entitled thereto. No holder of Common Stock has any preemptive or
preferential rights to purchase or subscribe for any part of any unissued or any
additional authorized stock or any securities of the Company convertible into
shares of its stock, nor does any holder of Common Stock have redemption or
conversion rights. The outstanding shares of Common Stock are, and the Common
Stock offered hereby will be when issued and paid, fully paid and nonassessable.

STOCK PURCHASE WARRANTS

Prior to the offering there were no warrants issued by the Company. Upon
consummation of this offering, 1,410,727 Warrants will be issued and outstanding
(consisting of 1,000,000 Warrants sold by the Company in this offering and the
410,727 Warrants issued to the Bridge Financing Selling Stockholders upon
consummation of this offering), assuming no exercise of the Over-allotment
Option. Each Warrant entitles the holder to purchase one share of Common Stock
at an exercise price equal to $ (120% of the initial offering price of a
share of the Common Stock), subject to adjustment, for a period of five years
commencing from the date of this Prospectus. No holder of Warrants, as such,
will be entitled to vote or receive dividends or be deemed the holder of shares
of Common Stock for any purpose whatsoever until such Warrants have been duly
exercised and the purchase price has been paid in full. Each Warrant will be
redeemable by the Company for $.05 per Warrant at any time commencing one year
after the effective date of this offering ("Effective Date") (which period may
be reduced or waived by the Representative in its sole discretion), upon thirty
days' prior written notice, at any time when the closing price per share of
Common Stock for twenty consecutive trading days within the thirty-day period
prior to the date notice of redemption is given equals or exceeds 140% of the
initial public offering price of a share of Common Stock and at such time there
is a current effective registration statement covering the shares of Common
Stock underlying the Warrants. The Company presently expects to call all of the
Warrants for redemption as soon as permitted provided that a current Prospectus
relating to the Common Stock underlying such Warrants is effective at that time.
In the event the Company gives notice of its intention to redeem, a holder may
exercise his Warrants within the period set forth in the notice of redemption or
they will be redeemed upon payment of the redemption price. The Warrants will be
entitled to the benefit of adjustments in the exercise price and in the number
of shares of Common Stock delivered upon the exercise thereof upon the

42
<PAGE>
occurrence of certain events, such as stock dividends, stock splits,
recapitalizations, consolidations or mergers.

The Warrants will be exercisable only when there is a current effective
registration statement covering the shares of Common Stock underlying the
Warrants. If the Company does not or is unable to maintain a current effective
registration statement, the Warrant holders will be unable to exercise the
Warrants and the Warrants may become valueless. Because the Warrants may be
transferred, it is possible that the Warrants may be acquired by persons
residing in states where the Company has not registered them, or is not exempt
from registration, such that the shares of Common Stock underlying the Warrants
may not be sold or transferred upon exercise of the Warrants. Warrant holders
residing in those states would have no choice but to attempt to sell their
Warrants or let them expire unexercised.

Holders of the Warrants may be able to sell the Warrants if a market
develops rather than exercise them. However, there can be no assurance that a
market will develop, or if developed, will continue as to such Warrants.

Each Warrant will be exercisable by surrendering the Warrant certificate,
with the formal subscription form on the reverse side of the Warrant certificate
properly completed and executed, together with payment of the exercise price to
the Warrant Agent. Prior to their expiration or redemption by the Company, the
Warrants will be exercisable from time to time in whole or in part. If less than
all of the Warrants evidenced by a Warrant certificate are exercised, a new
Warrant certificate will be issued for the remaining number of Warrants.

REPRESENTATIVE'S OPTIONS

Subject to the terms and conditions of the Underwriting Agreement between
the Company and the Representative, the Company has agreed to sell to the
Representative options to purchase 100,000 shares of Common Stock and 100,000
Warrants. See "Underwriting--Representative's Options."

TRADING SYMBOL

The Company has applied for inclusion of its Common Stock and Warrants for
quotation on NASDAQ under the symbols "NVDC" and "NVDCW," respectively. This
offering is the initial public offering of the Company's Securities and,
accordingly, there is currently no public trading market for any such
Securities. Even if the Company's Common Stock and Warrants are accepted for
quotation on NASDAQ, there can be no assurance that a public trading market will
ever develop or, if one develops, that it will be maintained. Although it has no
legal obligation to do so, the Representative from time to time may act as a
market maker and otherwise effect transactions for its own account, or for the
account of others, in the Company's securities. The Representative, if it so
participates, may be a dominating influence in any market that may develop for
any of the Company's Securities.

TRANSFER AGENT AND REGISTRAR

The transfer agent for the Company's Common Stock and the Warrant Agent for
the Company's Warrants is American Securities Transfer & Trust, Inc.

43
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of this offering, the Company will have 3,201,427
shares of Common Stock outstanding, including 410,727 shares issued upon
conversion of the Bridge Promissory Notes. Of the 3,201,427 shares of Common
Stock outstanding, the 1,000,000 shares of Common Stock offered hereby will be
freely tradeable without restriction or further registration under the
Securities Act, except for any shares purchased by an affiliate of the Company
(in general, a person who has a control relationship with the Company), which
shares will be subject to the resale limitations of Rule 144 under the
Securities Act. In addition to the 1,000,000 shares of Common Stock offered
hereby, 200,727 shares of Common Stock issued in the conversion of the Bridge
Promissory Notes are being registered simultaneously with this offering for
resale by the holders thereof from time to time commencing ten months after the
consummation of this offering (or sooner, if permitted by the Representative in
its sole discretion). When sold, such shares will be freely tradeable without
restriction or further registration under the Securities Act. See "Additional
Registered Securities." The remaining 2,000,700 shares of Common Stock
outstanding are deemed to be "restricted securities," as the term is defined
under Rule 144 promulgated under the Securities Act, in that such shares were
purchased by the stockholders of the Company prior to the offering in
transactions not involving a public offering and as such may only be sold
pursuant to a registration statement under the Securities Act, in compliance
with the exemption provisions of Rule 144, or pursuant to another exemption
under the Securities Act. Rule 144 provides, in essence, that a person
(including a group of persons whose shares are aggregated) and including any
person who may be deemed an "affiliate" of the Company, as that term is defined
under the Securities Act, who has satisfied a two-year holding period for such
restricted securities may sell within any three-month period, under certain
circumstances, an amount of restricted securities which does not exceed the
greater of one percent of that class of the Company's outstanding securities or
the average weekly trading volume of that class of securities during the four
calendar weeks prior to such sale. Sales under Rule 144 are also subject to
certain manner of sale provisions, notice requirements and the availability of
current public information about the Company. In addition, pursuant to Rule 144,
persons who are not affiliated with the Company and who have held their
restricted securities for at least three years are not subject to the quantity
limitations or the manner of sale restrictions of the rule. As of the date
hereof, 250,000 shares of Common Stock are available for resale pursuant to Rule
144; however, pursuant to an agreement with the Representative, the holders of
all of such shares are restricted from selling them for a period of twelve
months from the date of this Prospectus. See "Underwriting--Lock-Up Agreement."
A sale of shares by the Company's current stockholders, whether pursuant to Rule
144 or otherwise, may have an adverse effect upon the market price of the
Securities in any market for them that may develop. To the extent that these
shares enter the market, the value of the Common Stock in the over-the-counter
market may be reduced. See "Risk Factors."

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<PAGE>
UNDERWRITING

Under the terms and subject to the conditions of the Underwriting Agreement,
the Underwriters named below, for whom Joseph Charles & Associates, Inc. is
acting as representative (the "Representative"), have severally agreed to
purchase from the Company and the Bridge Financing Selling Stockholders, and the
Company and the Bridge Financing Selling Stockholders have each agreed to sell
to the Underwriters named below, the aggregate number of Securities set forth
opposite their respective names in the table below at the price to the public
less underwriting discounts set forth on the cover page of this Prospectus. The
Securities are being sold on a firm commitment basis. The Underwriting Agreement
provides, however, that the obligations of the Underwriters to pay for and
accept delivery of the Securities are subject to certain conditions precedent,
and that the Underwriters are committed to purchase and pay for all Securities
if any Securities are purchased.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
UNDERWRITERS AND WARRANTS
- ------------------------------------------------------------------------------------- -----------------
<S> <C>
Joseph Charles & Associates, Inc.....................................................

-----------------
Total............................................................................ 1,000,000
-----------------
-----------------
</TABLE>

The Company has been advised by the Representative that the Underwriters
propose initially to offer the Securities directly to the public at the offering
price set forth on the cover page of this Prospectus and to certain dealers (who
may include the Underwriters) at such price less a concession not in excess of
$ per Unit. The Underwriters may allow, and such dealers may reallow, a
concession to certain other dealers (who may include the Underwriters) not in
excess of $ per Unit. After the initial offering to the public, the
offering price and other selling terms may be changed by the Representative.

The Representative of the Underwriters has advised the Company that the
Underwriters do not intend to confirm sales to any accounts over which they
exercise discretionary authority as to such sale.

OVER-ALLOTMENT OPTION

The Company has granted to the Representative an option, exercisable for
sixty days after the date of this Prospectus, to purchase up to a maximum of an
additional 150,000 shares of Common Stock and 150,000 Warrants at the Combined
Offering Price, less the underwriting discounts, set forth on the cover page of
this Prospectus. The Representative may exercise such option only to cover
over-allotments made in connection with the sale of the Common Stock and
Warrants offered hereby.

NON-ACCOUNTABLE EXPENSE ALLOWANCE

The Company has agreed to pay to the Representative a non-accountable
expense allowance equal to three percent of the total proceeds of the offering
including proceeds paid to the Bridge Financing Selling Stockholders, or
$210,000 (based upon an assumed Combined Offering Price of $7.00), of which
$40,000 has previously been paid. The Representative's expenses in excess of the
non-accountable expense allowance will be borne by the Representative. To the
extent that the expenses of the Representative are less than the non-accountable
expense allowance, the excess will be deemed to be underwriting compensation. In
addition to the Underwriter's discount and the non-accountable expense
allowance, the Company is required to pay the costs of qualifying the Securities
under federal and state securities laws, together with legal and accounting
fees, printing and other costs in connection with this offering.

45
<PAGE>
The Bridge Financing Selling Stockholders will sell such shares to the
Underwriter less a discount equal to ten percent of the offering price for the
Common Stock. The costs of qualifying these shares under federal and state
securities laws, together with legal and accounting fees, printing and other
costs in connection with the offering, will be paid by the Company.

REPRESENTATIVE'S FINANCIAL CONSULTANT AGREEMENT

The Company has agreed to retain the Representative as a financial
consultant for a period of two years from the date of this Prospectus for a fee
of $3,000 per month. The financial consulting services to be provided by the
Representative include assisting in the development of a long-term financial
strategy and working with financial analysts.

DESIGNEE TO THE BOARD OF DIRECTORS

The Company has agreed, for a period of four years from the date of this
Prospectus, at the option of the Representative, to nominate a designee of the
Representative, reasonably acceptable to the Company, for election to the
Company's Board of Directors or, at the option of the Representative, if the
Company is unable to obtain directors and officers insurance satisfactory to the
Representative, to designate a consultant to the Board of Directors who will
have the right to attend all Board and Board committee meetings and will be
compensated on the same basis as non-employee members of the Board. The
Representative has not yet exercised its right to designate such a person.

WARRANT SOLICITATION

The Company has agreed with the Representative not to solicit Warrant
exercises other than through the Representative. Upon exercise of any Warrants,
commencing one year from the date of this Prospectus, the Company will pay the
Representative a fee of three percent of the aggregate exercise price, if (i)
the market price of the Common Stock on the date the Warrant is exercised is
greater than the then exercise price of the Warrant; (ii) the exercise of the
Warrant was solicited by a member of the National Association of Securities
Dealers, Inc., who is designated in writing by the holder exercising the
Warrant; (iii) the Warrant is not held in a discretionary account except where
prior specific written approval for the exercise has been received; (iv)
disclosure of compensation arrangements was made both at the time of the
offering and at the time of exercise of the Warrant; (v) the solicitation of the
exercise of the Warrant was not in violation of Rule 10b-6 promulgated under the
Exchange Act; and (vi) the Representative provides bona fide services in
connection with the solicitation of the Warrant. No solicitation fee will be
paid to the Representative on Warrants exercised within one year of the date of
this Prospectus or on Warrants voluntarily exercised at any time without
solicitation. In addition, unless granted an exemption by the Commission from
Rule 10b-6 under the Exchange Act, the Representative will be prohibited from
engaging in any market making activities or solicited brokerage activities until
the later of the termination of such solicitations activity or the termination
by waiver or otherwise of any right the Representative may have to receive a fee
for the exercise of the Warrants following such solicitation. Such a
prohibition, while in effect, could impair the liquidity and market price of the
Securities.

REPRESENTATIVE'S OPTIONS

Subject to the terms and condition of the Underwriting Agreement between the
Company and the Representative, the Company has agreed to sell to the
Representative, for an aggregate purchase price of $100, as additional
compensation in connection with this offering, options (the "Representative's
Options") to purchase up to 100,000 shares of Common Stock and 100,000 Warrants.
The shares of Common Stock in the Representative's Options are identical to the
shares offered hereby, and the Warrants underlying the Representative's Options
will have an exercise price and other terms identical to the Warrants offered
hereby except that such Warrants will not be redeemable. The Representative's
Options are exercisable for a four-year period commencing one year from the date
of this Prospectus and

46
<PAGE>
entitle the Representative to purchase up to 100,000 shares of Common Stock and
100,000 Warrants at a price per share equal to 120% of the initial offering
price of each such security subject to adjustment in certain events. The
Representative's Options are restricted from sale, transfer, assignment or
hypothecation for a period of one year from the date of this Prospectus except
to officers or partners of the Representative, other Underwriters, and members
of the selling group and/or their officers or partners. The Representative's
Options contain anti-dilution provisions providing for adjustment of the
exercise prices as well as the number of shares of Common Stock and Warrants
issuable upon the occurrence of certain events, including the issuance of shares
of Common Stock or Warrants at a price per share or per Warrant less than the
exercise price or the market price of the security, or in the event of any
recapitalization, reclassification, stock dividend, stock split, stock
combination or similar transaction. The Representative's Options grant to the
holders thereof certain piggyback and demand registration rights as described
below.

If the holders of at least a majority of the Representative's Options or the
securities underlying them wish to register the Representative's Options or any
of the securities underlying them during the period commencing one year
following the date of this Prospectus and ending five years from the date of
this Prospectus, the Company has agreed to register or qualify such shares, one
time only, upon the request of the holders of at least a majority of such
Representative's Options or the securities underlying them ("Demand Registration
Right"). The Company will bear the full expense of such registration which may
be substantial. If the Demand Registration Right is exercised, the Company at
such time at its option may purchase the Representative's Options for the
difference between their exercise price and fair market value of the shares
issuable upon exercise. In addition, the Company has also agreed for a period of
five years commencing on the date of this Prospectus to give notice to the
holder or holders of the Representative's Options, or the Common Stock and
Warrants underlying the Representative's Options, of its intention to file a
registration statement under the Securities Act, and in that event the holders
of the Representative's Options or the securities underlying such options shall
have the right to request the Company to include the Representative's Options
and such securities underlying them in such Registration Statement. The
Representative's Options and the securities underlying them are being registered
as part of the Registration Statement of which this Prospectus forms a part.

The holders of the Representative's Options have no voting, dividend or
other rights as shareholders of the Company with respect to the shares of Common
Stock underlying the Representative's Options until the Representative's Options
have been exercised. The Company is obligated at all times to set aside and have
available sufficient number of authorized but unissued shares of Common Stock
and Warrants to be issued upon exercise of the Representative's Options.

LOCK-UP AGREEMENT

Except in connection with acquisitions or the exercise of options and
warrants that have been previously granted and the grant of options under an
incentive stock option plan reasonably acceptable to the Representative, the
Company has agreed, for a period of one year from the closing of this offering,
not to issue, sell or purchase any shares of Common Stock or other equity
securities of the Company without the prior written consent of the
Representative. The holders of the shares not being offered hereby and the
officers, directors and present stockholders have agreed that they will not
offer, sell or otherwise dispose of any shares of the Company owned by them to
the public for a period of at least twelve months from the closing of this
offering without the prior written consent of the Representative. The
Representative may, in its discretion, and without notice to the public, waive
such restrictions and permit holders otherwise agreeing to restrict their shares
to sell any or all of their shares.

47
<PAGE>
INVESTOR RELATIONS

The Company has agreed with the Representative to engage the services of an
investor relations advisory firm, acceptable to the Representative, for at least
one year following the consummation of this offering.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company has agreed with the Representative to acquire a reasonable
amount of directors and officers liability insurance (provided that such
insurance can be obtained at a reasonable cost, as determined by the Company and
the Representative) from an insurer satisfactory to the Representative.

RECIPROCAL INDEMNIFICATION

The Underwriting Agreement provides for reciprocal indemnification between
the Company, the Bridge Financing Selling Stockholders and the Underwriters
against certain liabilities in connection with the Registration Statement,
including liabilities under the Securities Act, and contribution to payments
that may be required to be made. Insofar as indemnification for liabilities
arising under the Securities Act may be provided to directors, officers and
controlling persons of the Company, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public market for the Common Stock
or Warrants. The purchase price for the Common Stock and Warrants and the
exercise price and other terms of the Representative's Options were determined
by negotiations between the Company and the Representative, are not necessarily
related to the assets, book value, earnings or net worth of the Company or any
other established criteria of value, and should in no event be regarded as an
indication of any future market price of these securities. Among the factors
considered in determining the initial public offering price and the exercise
price of the Warrants were the prospects for the Company, an assessment of the
industry in which the Company operates, the business experience of management,
the number of Common Stock and Warrants offered, the price that purchasers of
such securities might be expected to pay given the nature of the Company and the
general condition of the securities markets at the time of the offering.
Accordingly, the initial public offering price of the Common Stock and of the
Warrants set forth on the cover page of this Prospectus should not be considered
an indication of the actual value of such Securities. Each such price is subject
to change as a result of market conditions and other factors, and no assurance
can be given that the Common Stock or Warrants can be resold at their respective
initial public offering price.

The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the
offices of the Representative, the Company and the Securities and Exchange
Commission, Washington, D.C. See "Additional Information."

In connection with the Bridge Financing Private Placement (see "Bridge
Financing Private Placement"), the Company paid the Representative a commission
in the amount of $143,750 and reimbursed the Representative for its
non-accountable expenses relating to the Bridge Financing Private Placement in
the amount of $35,938, including fees and expenses of its counsel. In addition,
the Company issued warrants to the Representative which were cancelled upon the
effective date of this offering.

A significant amount of Securities offered hereby may be sold to customers
of the Representative or the other Underwriters and the concentration of
customers of the Representative or the other Underwriters may adversely affect
the market for and liquidity of the Company's securities. Such customers
subsequently may engage in transactions for the sale or purchase of such
Securities through or with the

48
<PAGE>
Representative or the other Underwriters. Although they may have no obligation
to do so, the Representative or the other Underwriters may make a market in the
Company's securities and may otherwise effect transactions in such securities.
If they participate in the market, the Representative or the other Underwriters
may exert a dominating influence on the market, if one develops, for the
Securities described in this Prospectus. Such market activity may be
discontinued at any time. The price and liquidity of the Securities may be
significantly affected by the degree, if any, of the Representative's or the
other Underwriter's participation in such market.

EXPERTS

The financial statements of the Company as of December 31, 1995 and 1994 and
of IPI as of December 31, 1995 have been included herein in reliance on the
report of Hein + Associates LLP, independent accountants, given on the authority
of that firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters, including the legality of the issuance of the
Securities offered hereby, are being passed upon for the Company by Cohen Brame
& Smith Professional Corporation, 1700 Lincoln Street, Suite 1800, Denver,
Colorado 80203. Certain legal matters will be passed upon for the Underwriters
by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission,
Washington, D.C. Office, a registration statement under the Securities Act on
Form SB-2 ("Registrations Statement") with respect to the Common Stock and
Warrants offered hereby. No distribution of the Common Stock or Warrants will be
made until the Registration Statement, as it may be amended, has been declared
effective. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any contract of other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference. For further information with respect to the Company and the
Common Stock and Warrants offered hereby, reference is hereby made to the
Registration Statement and the exhibits thereto. All of these documents may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates from the Public Reference Section of the
Commission at its principal office in Washington, D.C. The Commission also
maintains a site on the Web that contains reports, proxy and information
statements, and other information regarding the Company. The address for such
site is http://www.sec.gov.

49
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.)
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PRO FORMA COMBINING, CONDENSED FINANCIAL INFORMATION (UNAUDITED):

INTRODUCTION............................................................................................... F-2

COMBINING, CONDENSED BALANCE SHEET--June 30, 1996.......................................................... F-3

COMBINING, CONDENSED STATEMENT OF OPERATIONS--For the Six Months Ended June 30, 1996....................... F-4

COMBINING, CONDENSED STATEMENT OF OPERATIONS--For the Year Ended December 31, 1995......................... F-5

NOTES TO COMBINING, CONDENSED FINANCIAL INFORMATION........................................................ F-6

NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.):

INDEPENDENT AUDITOR'S REPORT............................................................................... F-7

BALANCE SHEETS--June 30, 1996 (Unaudited) and December 31, 1995............................................ F-8

STATEMENTS OF OPERATIONS--For the Six Months Ended June 30, 1996 and 1995 (Unaudited) and for the Years
Ended December 31, 1995 and 1994......................................................................... F-9

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)--For the Six Months Ended June 30, 1996 (Unaudited)
and for the Years Ended December 31, 1995 and 1994....................................................... F-10

STATEMENTS OF CASH FLOWS--For the Six Months Ended June 30, 1996 and 1995 (Unaudited) and for the Years
Ended to December 31, 1995 and 1994...................................................................... F-11

NOTES TO FINANCIAL STATEMENTS.............................................................................. F-12

INTERACTIVE PLANET, INC.:

INDEPENDENT AUDITOR'S REPORT............................................................................... F-19

BALANCE SHEETS--June 30, 1996 (Unaudited) and December 31, 1995............................................ F-20

STATEMENTS OF OPERATIONS--For the Six Months Ended June 30, 1996 (Unaudited) and for the Period from May
15, 1995 (Inception Date) to December 31, 1995........................................................... F-21

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)--For the Six Months Ended June 30, 1996 (Unaudited)
and for the Period from May 15, 1995 (Inception Date) to December 3, 1995................................ F-22

STATEMENTS OF CASH FLOWS--For the Six Months Ended June 30, 1996 (Unaudited) and for the Period from May
15, 1995 (Inception Date) to December 31, 1995........................................................... F-23

NOTES TO FINANCIAL STATEMENTS.............................................................................. F-24
</TABLE>

F-1
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.)
INTERACTIVE PLANET, INC.
INTRODUCTION

The accompanying unaudited pro forma combining, condensed balance sheet
combines the balance sheet of NAVIDEC, Inc. (formerly ACI Systems, Inc.)
(Navidec) as of June 30, 1996 with the balance sheet of Interactive Planet, Inc.
(IPI) and then assumes the receipt of the net proceeds of $1,257,812 from the
sale of unsecured subordinated convertible promissory notes from bridge
financing completed in October 1996, and the receipt of estimated net proceeds
of $4,545,900 from the sale of 790,000 shares of common stock of 790,000
warrants at $6.90 and $.10, respectively (estimated) and 210,000 additional
warrants at $.10 per warrant, as contemplated in the proposed public offering as
if such acquisition, financing, and public offering occurred at June 30, 1996.
The promissory notes are convertible into 14,285.5 shares of common stock and
14,285.5 warrants for every $50,000 in principal and must convert on a public
offering.

The accompanying unaudited pro forma combining, condensed statements of
operations combine the operations of Navidec and IPI for the year ended December
31, 1995 and the six months ended June 30, 1996 as if the acquisition was
completed as of the beginning of the period presented under the purchase method
of accounting and based upon the assumptions as included in the notes to the pro
forma statements.

These statements are not necessarily indicative of future operations or the
actual results that would have occurred had the merger been consummated at the
beginning of the periods indicated.

The unaudited pro forma combined, condensed financial statements should be
read in conjunction with the historical financial statements and notes thereto,
included elsewhere in this document.

F-2
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.) AND
INTERACTIVE PLANET, INC.
COMBINING, CONDENSED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
INTERACTIVE -------------------------- PRO FORMA PRO FORMA
NAVIDEC, PLANET, BRIDGE BEFORE OFFERING PRO FORMA
INC. INC. MERGER FINANCING OFFERING ADJUSTMENTS COMBINED
--------- ----------- ------------ ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash............................ $ 53,396 $ 4,987 $ -- $1,257,812(B) $1,316,195 $4,395,900 (C) $5,712,095
Trade account receivables....... 84,357 19,085 -- -- 103,442 -- 103,442
Inventories..................... 325,043 -- -- -- 325,043 -- 325,043
Prepaid expenses and other
current assets................ 78,502 15,000 -- -- 93,502 -- 93,502
--------- ----------- ------------ ------------ ----------- ------------- -----------
Total current assets.......... 541,298 39,072 -- 1,257,812 1,838,182 4,395,900 6,234,082
PROPERTY AND EQUIPMENT, net....... 142,869 26,966 -- -- 169,835 -- 169,835
INTANGIBLE ASSETS................. -- -- 391,295(A) 179,688(B) 570,983 (179,688)(B) 391,295
--------- ----------- ------------ ------------ ----------- ------------- -----------
TOTAL ASSETS...................... $ 684,167 $ 66,038 $ 391,295 $1,437,500 $2,579,000 $4,216,212 $6,795,212
--------- ----------- ------------ ------------ ----------- ------------- -----------
--------- ----------- ------------ ------------ ----------- ------------- -----------
CURRENT LIABILITIES:
Notes payable--related party.... $ 100,491 $ 32,500 $ 75,000 $ -- $ 207,991 $ (104,890 (C) $ 103,101
Accounts payable................ 812,682 2,070 -- -- 814,752 -- 814,752
Other accrued liabilities....... 45,569 86,653 -- -- 132,222 -- 132,222
--------- ----------- ------------ ------------ ----------- ------------- -----------
TOTAL CURRENT LIABILITIES..... 958,742 121,223 75,000 -- 1,154,965 (104,890 ) 1,050,075
LONG-TERM DEBT:
Related party................... -- 45,110 -- -- 45,110 (45,110 (C) --
Other........................... -- -- -- 1,437,500 (B) 1,437,500 (1,437,500 (B) --
STOCKHOLDERS' EQUITY 4,545,900(C)
(DEFICIT)........................ (274,575) (100,295 ) 316,295 (A) -- (58,575 ) 1,257,812(B) 5,745,137
--------- ----------- ------------ ------------ ----------- ------------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)... $ 684,167 $ 66,038 $ 391,295 $1,437,500 $2,579,000 $4,216,212 $6,795,212
--------- ----------- ------------ ------------ ----------- ------------- -----------
--------- ----------- ------------ ------------ ----------- ------------- -----------
</TABLE>

See Accompanying Notes to Combining, Condensed Financial Information.

F-3
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.) AND
INTERACTIVE PLANET, INC.
COMBINING, CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
INTERACTIVE PRO FORMA
NAVIDEC, PLANET, PRO FORMA BEFORE
INC. INC. ADJUSTMENTS OFFERING
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
NET REVENUES............................................... $ 2,471,868 $ 185,429 $ -- $ 2,657,297
COST OF REVENUES........................................... 2,063,206 60,017 -- 2,123,223
------------ ----------- ----------- ------------
GROSS MARGIN............................................... 408,662 125,412 -- 534,074
OPERATING EXPENSES......................................... 632,687 225,161 39,100 896,948
------------ ----------- ----------- ------------
OPERATING LOSS............................................. (224,025) (99,749) (39,100) (362,874)
Other income (expense), net.............................. (24,526) (1,129) -- (25,655)
------------ ----------- ----------- ------------
NET LOSS................................................... $ (248,551) $ (100,878) $ (39,100 ) $ (388,529)
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
LOSS PER SHARE............................................. $ (.16) $ (.17)
------------ ------------
------------ ------------
WEIGHTED AVERAGE SHARES (E)................................ 1,532,385 798,679 2,331,064
------------ ----------- ------------
------------ ----------- ------------
</TABLE>

See Accompanying Notes to Combining, Condensed Financial Information.

F-4
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.) AND
INTERACTIVE PLANET, INC.
COMBINING, CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
INTERACTIVE PRO FORMA
NAVIDEC, PLANET, PRO FORMA BEFORE
INC. INC. ADJUSTMENTS OFFERING
------------ ----------- --------------- ------------
<S> <C> <C> <C> <C>
NET REVENUES............................................ $ 4,120,743 $ 167,574 $ -- $ 4,288,317
COST OF REVENUES........................................ 3,339,891 36,252 -- 3,376,143
------------ ----------- --------------- ------------
GROSS MARGIN............................................ 780,852 131,322 -- 912,174
OPERATING EXPENSES...................................... 784,150 131,739 78,200 (D) 994,089
------------ ----------- --------------- ------------
OPERATING LOSS.......................................... (3,298) (417) (78,200) (81,915)
Other income (expense), net........................... (20,004) -- -- (20,004)
------------ ----------- --------------- ------------
NET LOSS................................................ $ (23,302) $ (417 ) $ (78,200 ) $ (101,919)
------------ ----------- --------------- ------------
------------ ----------- --------------- ------------
LOSS PER SHARE.......................................... $ (.02) $ (.04)
------------ ------------
------------ ------------
WEIGHTED AVERAGE SHARES (E)............................. 1,532,385 798,679(A) 2,331,064
------------ --------------- ------------
------------ --------------- ------------
</TABLE>

See Accompanying Notes to Combining, Condensed Financial Information.

F-5
<PAGE>
NAVIDEC, INC. (FORMERLY ACI SYSTEMS, INC.) AND
INTERACTIVE PLANET, INC.
NOTES TO COMBINING, CONDENSED FINANCIAL INFORMATION

(A) To reflect the acquisition of the IPI in a purchase transaction where
NAVIDEC, Inc. acquired 100% of the stock of IPI for 798,679 shares of common
stock of Navidec and a note payable of $75,000. The acquisition was valued
at $291,000, resulting in goodwill of approximately $391,000 which will be
amortized over 5 years.

(B) To reflect the bridge financing debt of $1,437,500 completed in October 1996
and then to reflect the conversion of the notes into 410,727 shares of
common stock as contemplated in the proposed public offering.

(C) To reflect the sale of 790,000 shares of common stock and 1,000,000 warrants
at $6.90 and $.10, respectively, net of offering costs of $1,005,100, as
contemplated in the proposed public offering and the use of proceeds to
repay $150,000 in notes payable to related parties. Related past interest
expense on the $150,000 has not been a significant amount in the net loss
per share amount (if outstanding shares were adjusted to reflect such net
proceeds used to repay the debt).

(D) To reflect amortization of goodwill resulting from the value assigned in
purchase price allocation.

(E) Options and shares from the conversion of the bridge financing debt were
considered in the calculation of weighted average shares under the treasury
stock method based on the proposed public offering price.

F-6
<PAGE>
INDEPENDENT AUDITOR'S REPORT

Board of Directors
NAVIDEC, Inc.
Englewood, Colorado

We have audited the accompanying balance sheet of the Company as of December
31, 1995, and the related statements of operations, changes in stockholders'
equity (deficit), and cash flows for the years ended December 31, 1995 and 1994.
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 financial position of the Company, Inc. as of
December 31, 1995, and the results of its operations and its cash flows for the
years ended December 31, 1995 and 1994, in conformity with generally accepted
accounting principles.

HEIN + ASSOCIATES LLP

Denver, Colorado
October 4, 1996

F-7
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)
BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents........................................................... $ 53,396 $ 106
Trade accounts receivable, net of $9,000 and $18,250 allowance for doubtful
accounts.......................................................................... 84,357 668,312
Inventories......................................................................... 325,043 203,753
Prepaid expenses and other current assets........................................... 78,502 10,252
----------- ------------
Total current assets.............................................................. 541,298 882,423
PROPERTY AND EQUIPMENT, net........................................................... 142,869 37,715
----------- ------------
TOTAL ASSETS.......................................................................... $ 684,167 $ 920,138
----------- ------------
----------- ------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable:
Related party..................................................................... $ 100,491 $ 103,199
Other............................................................................. -- 386,801
Accounts payable.................................................................... 812,682 423,366
Other accrued liabilities........................................................... 45,569 61,480
----------- ------------
Total current liabilities......................................................... 958,742 974,846
----------- ------------
COMMITMENTS AND CONTINGENCIES (NOTES 6 AND 8)
STOCKHOLDERS' DEFICIT:
Common stock, no par value; 20,000,000 shares authorized; 255,102 and 1,202,021
shares issued and outstanding as of December 31, 1995 and June 30, 1996,
respectively...................................................................... 91,399 62,714
Accumulated deficit................................................................. (365,974) (117,422)
----------- ------------
Total stockholders' deficit....................................................... (274,575) (54,708)
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT........................................... $ 684,167 $ 920,138
----------- ------------
----------- ------------
</TABLE>

See accompanying notes to these financial statements.

F-8
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS ENDED
ENDED JUNE 30, DECEMBER 31,
-------------------------- --------------------------
1996 1995 1995 1994
------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES................................................ $ 2,471,868 $ 2,081,456 $ 4,120,743 $ 1,830,734
Cost of Sales.......................................... 2,063,206 1,691,752 3,339,891 1,370,874
------------ ------------ ------------ ------------
GROSS MARGIN............................................. 408,662 389,704 780,852 459,860
Operating expense...................................... 632,687 315,294 784,150 497,284
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS).................................. (224,025) 74,410 (3,298) (37,424)
OTHER INCOME (EXPENSE):
Interest expense, net.................................. (21,567) (14,670) (29,739) (17,867)
Other.................................................. (2,959) -- 9,735 32,416
------------ ------------ ------------ ------------
Other, Net............................................. (24,526) (14,670) (20,004) 14,549
------------ ------------ ------------ ------------
NET INCOME (LOSS)........................................ $ (248,551) $ 59,740 $ (23,302) $ (22,875)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
PRO FORMA NET INCOME (LOSS) PER SHARE.................... $ (0.16) $ (0.02)
------------ ------------
------------ ------------
PRO FORMA COMMON SHARES AND EQUIVALENTS OUTSTANDING...... 1,532,385 1,532,385
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to these financial statements.

F-9
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
--------------------- ACCUMULATED
SHARES AMOUNT DEFICIT TOTAL
---------- --------- ------------ -----------
<S> <C> <C> <C> <C>
BALANCES, January 1, 1994...................................... 255,102 $ 52,714 $ (71,246) $ (18,532)
Options issued to officer for compensation................... -- 10,000 -- 10,000
Net loss..................................................... -- -- (22,875) (22,875)
---------- --------- ------------ -----------
BALANCES, December 31, 1994.................................... 255,102 62,714 (94,121) (31,407)
Net loss..................................................... -- -- (23,302) (23,302)
---------- --------- ------------ -----------
BALANCES, December 31, 1995.................................... 255,102 62,714 (117,423) (54,709)
Exercise of stock options (unaudited)........................ 946,919 1,745 -- 1,745
Compensation recognized related to transfers of common stock
to employees (unaudited)................................... -- 26,940 -- 26,940
Net loss (unaudited)......................................... -- -- (248,551) (248,551)
---------- --------- ------------ -----------
BALANCES, June 30, 1996 (unaudited)............................ 1,202,021 $ 91,399 $ (365,974) $ (274,575)
---------- --------- ------------ -----------
---------- --------- ------------ -----------
</TABLE>

See accompanying notes to these financial statements.

F-10
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS ENDED
ENDED JUNE 30, DECEMBER 31,
-------------------------- ------------------------
1996 1995 1995 1994
------------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................ $ (248,551) $ 59,740 $ (23,302) $ (22,875)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization.......................... 36,498 8,701 33,595 6,087
Stock based compensation............................... 26,940 -- -- 10,000
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable................................ 115,449 (215,692) (352,390) (140,773)
Inventories........................................ (121,290) (10,758) (52,889) (62,969)
Other assets....................................... (68,250) (16,066) 13,216 (8,790)
Increase (decrease) in:
Accounts payable and accrued liabilities........... 389,315 206,878 244,771 37,964
Other liabilities.................................. (15,912) (4,539) 32,048 27,425
------------- ----------- ----------- -----------
Net cash provided by (used in) operating activities...... 114,199 28,264 (104,951) (153,931)
CASH FLOWS FROM INVESTING ACTIVITIES -- Capital
expenditures for property and equipment................... (141,651) (26,148) (34,210) (33,006)
------------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITY:
Proceeds from issuance of common stock................... 1,745 -- -- --
Proceeds from issuance of notes payable.................. 1,932,419 510,568 790,215 488,885
Proceeds from sale of accounts receivable................ 468,506 -- -- --
Payment on notes payable................................. (2,321,928) (516,149) (659,004) (330,203)
------------- ----------- ----------- -----------
Net cash provided by (used in) financing activities.... 80,742 (5,581) 131,211 158,682
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........... 53,290 (3,465) (7,950) (28,255)
CASH AND CASH EQUIVALENTS, beginning of period............. 106 8,056 8,056 36,311
------------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period................... $ 53,396 $ 4,591 $ 106 $ 8,056
------------- ----------- ----------- -----------
------------- ----------- ----------- -----------
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION -- Cash
payments for interest..................................... $ 21,567 $ 14,670 $ 29,739 $ 17,867
------------- ----------- ----------- -----------
------------- ----------- ----------- -----------
</TABLE>

See accompanying notes to these financial statements.

F-11
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND NATURE OF OPERATIONS--The Company was incorporated in the
State of Colorado in 1993. The Company's products and services currently center
around computer and related equipment and Internet hardware. Effective July 1,
1996, the Company acquired IPI in a purchase transaction, where the Company
acquired 100% of the stock of IPI for 798,679 shares of common stock of the
Company and a $75,000 note payable. IPI develops, markets, and supports World
Wide Web (Web) sites, on the Internet or Intranets. IPI designs and implements
Web sites ranging from basic inquiry-only sites to complex, interactive sites
capable of providing on-line commerce, database integration and manipulation,
sophisticated graphics, animation, and other multi-media content. IPI also
serves as a value-added reseller of software capable of allowing the Internet or
Intranet user to use self-service applications such as the on-line purchase of
products or services, product warranty and support, employee benefit enrollments
and other applications. The Company and IPI historically has sold approximately
40% of their products and services in the State of Colorado, with remaining
revenue derived from sales throughout the United States.

INVENTORIES--Inventories are stated at the lower of cost or market,
determined by the first-in, first-out method and consist primarily of products
held for resale.

PROPERTY AND EQUIPMENT--Property and equipment is stated at cost.
Depreciation is computed over the estimated useful lives of the assets using the
200% declining balance method generally over a three to seven year period.
Leasehold improvements are amortized on the straight-line method over the lesser
of the lease term or the useful life. Expenditures for ordinary maintenance and
repairs are charged to expense as incurred. Upon retirement or disposal of
assets, the cost and accumulated depreciation are eliminated from the account
and any gain or loss is reflected in the statements of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS--The estimated fair values for financial
instruments are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision. The carrying amounts of cash, trade accounts receivable, notes
payable--other, accounts payable, and accrued liabilities approximate fair
value. The carrying amount of notes payable--stockholder which has an interest
rate of 5% is considered to be at a below market rate, however, based on the
short-term nature of the note, the fair value is not materially different from
the stated value.

CASH EQUIVALENTS--For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.

PRO FORMA INCOME (LOSS) PER SHARE--Loss per share is generally computed
based on the weighted average number of shares outstanding. However, for the
periods presented, common and common equivalent shares, including the options
and convertible notes discussed in Note 8, issued prior to the filing of the
Company's registration statement, at prices below the $6.90 per share
(estimated) minimum price (which is anticipated for the Company's proposed
public offering) have been included in the weighted average calculation, as if
they were outstanding for the year ended December 31, 1995 and the six months
ended June 30, 1996 (using the treasury stock method and the anticipated public
offering price).

INCOME TAXES--No provision has been made for income taxes since the Company
has elected to be taxed as an "S Corporation" as defined by the Internal Revenue
Code. The Company's stockholders will report the Company's taxable income or
loss on their individual income tax returns. Pro forma income tax

F-12
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
expense for the six months ended June 30, 1996 is not presented due to
anticipated losses for the year and a valuation allowance for the loss
carryovers which would have been recorded under FASB 109 after the Company's
proposed public offering and the termination of the "S" corporate election.

Subsequent to June 30, 1996, the Company converted to a "C Corporation" and
adopted Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined, based on the difference between the financial statements and tax
bases of asset and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.

USE OF ESTIMATES--The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts reported in
these financial statements and accompanying notes. Actual results could differ
from those estimates.

IMPAIRMENT OF LONG-LIVED ASSETS--Effective January 1, 1996, the Company
adopted Financial Accounting Standards Board Statement 121 (FAS 121). In the
event that facts and circumstances indicate that the cost of assets or other
assets may be impaired, an evaluation of recoverability would be performed. If
an evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's carrying amount to
determine if a write-down to market value or discounted cash flow value is
required. Adoption of FAS 121 had no effect on the unaudited June 30, 1996
financial statements.

STOCK-BASED COMPENSATION--In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123). The new statement was effective for the Company January
1, 1996. FAS 123 encourages, but does not require, companies to recognize
compensation expense for grants of stock, stock options, and other equity
instruments to employees based on fair value. Companies that do not adopt the
fair value accounting rules must disclose the impact of adopting the new method
in the notes to the financial statements. Transactions in equity instruments
with non-employees for goods or services must be accounted for on the fair value
method. The Company has elected not to adopt the fair value accounting
prescribed by FAS 123 for employees, and will be subject only to the disclosure
requirements prescribed by FAS 123.

UNAUDITED INFORMATION--The balance sheet as of June 30, 1996 and the
statements of operations for the six-month period ended June 30, 1996 and 1995
were taken from the Company's books and records without audit. However, in the
opinion of management, such information includes all adjustments (consisting
only of normal accruals), which are necessary to properly reflect the financial
position of the Company as of June 30, 1996 and the results of operations for
the six months ended June 30, 1996 and 1995. The results of operations for the
interim periods presented are not necessarily indicative of those expected for
the year.

F-13
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

2. LIQUIDITY AND CONTINUED OPERATIONS:

The Company has incurred net losses for the past two years and has had
negative cash flows from operations. As described in Note 8, management has
taken the following actions to improve the Company's cash flow and operating
results.

- Subsequent to June 30, 1996, the Company completed a private offering for
the sale of $1,437,500 of unsecured subordinated convertible promissory
notes and intends to complete a public offering to provide gross proceeds
of approximately $5,551,000.

- Effective July 11, 1996, the Company acquired IPI. Even though IPI has had
insignificant revenues, management believes that the merger will enhance
the operating results of the combined entity.

Management believes that the actions taken will provide the Company with
sufficient working capital to provide adequate funding to meet the Company's
future operating needs to enable it to continue as a going concern for at least
the next twelve months. The Company is also aggressively working to increase
revenues and improve operating results to ultimately achieve profitability,
although no assurances can be given the Company will be successful.

3. DEPENDENCE ON SUPPLIERS:

The Company is dependent on seven key suppliers. The Company has contracts
with these suppliers, however, they are not exclusive and can be terminated at
any time. Management believes that while the Company may suffer a short-term
adverse impact, it would be able to replace anyone of these suppliers.

4. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
Furniture, fixtures and equipment................................. $ 210,258 $ 82,924
Leasehold improvements............................................ 15,938 1,620
----------- ------------
226,196 84,544
Less accumulated depreciation..................................... (83,327) (46,829)
----------- ------------
$ 142,869 $ 37,715
----------- ------------
----------- ------------
</TABLE>

F-14
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

5. NOTES PAYABLE:

Notes payable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
Related Parties
Note payable to a shareholder, principal and interest at 5% per
annum are due as determined by the Company's shareholders. The
Company intends to pay this note from the proceeds of its
initial public offering (see Note 8). $ 100,491 $ 103,199
----------- ------------
----------- ------------
Other
Note payable to a bank, interest at prime plus 1.5% (10.5% at
December 31, 1995) and principal payments of $3,333 payable
monthly, with remaining principal paid upon maturity in June
1996, collateralized by accounts receivable, inventory,
furniture, fixtures, equipment and a shareholder's home,
guaranteed by two shareholders of the Company. $ -- $ 200,000
Revolving line-of-credit with bank maximum borrowings of
$200,000; interest of prime plus 1.5% (10.5% at December 31,
1995); collateralized by accounts receivable, inventory,
furniture, fixtures, equipment and a shareholder's home,
guaranteed by two shareholders of the Company. The revolving
line-of-credit agreement required compliance with certain
covenants and expired in June 1996. -- 186,801
----------- ------------
$ -- $ 386,801
----------- ------------
----------- ------------
</TABLE>

6. COMMITMENTS:

LEASE COMMITMENTS--The Company leases two offices under operating leases for
terms expiring in 1996 and 2001. Subsequent to June 30, 1996, the Company
terminated one of its leases effective December 1996. A termination fee of
$10,000 is due on December 31, 1996. The Company moved its

F-15
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

6. COMMITMENTS: (CONTINUED)

offices and entered into a new lease. The lease calls for monthly payments of
$4,584. These lease payments are included in the schedule below. The aggregate
minimum annual lease payments are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
----------
<S> <C>
Year ending December 31:
1996.............................................................................. $ 51,496
1997.............................................................................. 55,012
1998.............................................................................. 55,012
1999.............................................................................. 55,626
2000.............................................................................. 55,626
Thereafter........................................................................ 35,287
----------
Total minimum lease payments...................................................... $ 308,059
----------
----------
</TABLE>

FACTORING ARRANGEMENT--In 1996, the Company entered into an agreement with a
bank to sell, with full recourse, existing and future accounts receivable to a
maximum of $750,000 at a 2.55% discount. The Company must maintain a cash
reserve account with the bank of up to 20% of the face amount of receivables
sold to the bank. The Company's recourse obligation is secured by all of the
Company's assets and is guaranteed by two of the Company's shareholders. As of
June 30, 1996, the face amount of receivables sold was $468,506.

7. STOCKHOLDERS' EQUITY:

During 1996, the Company declared a 510.2041 to 1 stock split. The Company
also declared a 1 for 2 reverse stock split to be effective on the date of the
filing of an initial public offering (Note 8). Accordingly, all common stock
reflected in the financial statements and accompanying notes reflect the effect
of the split and reverse split.

During 1994 and 1993, the Company issued stock options to an officer and
shareholder to purchase 946,919 shares of common stock at an exercise price of
$1,745, which resulted in compensation expense being recognized of $10,000 and
$29,000, respectively, related to the issuance of such options. During June
1996, these options were exercised.

In June 1996, an officer and a shareholder transferred 98,500 shares of
common stock to employees at no cost. The Company recognized $26,940 in
compensation expense related to this transfer.

8. SUBSEQUENT EVENTS:

PRIVATE OFFERING OF UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTES--The
Company is offering for sale a minimum of $500,000 and a maximum of $1,500,000
of unsecured subordinated convertible promissory notes. Each $50,000 in
principal is convertible into 14,285.50 shares of common stock and 14,285.50
warrants upon consummation of the initial public offering. The warrants will be
identical to the warrants offered in the initial public offering. Interest at
10% per annum is due on the earlier of December 30, 1997 or the consummation of
the public offering. In the event that the Company has not consummated the
initial public offering prior to December 30, 1997 and the Company defaults in
the

F-16
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

8. SUBSEQUENT EVENTS: (CONTINUED)

repayment of the notes, the Company will issue 12,500 units for every $50,000 in
principal. The warrants in such case will be exercisable within five years from
the closing date of the offering of these notes at $3.64 per share. In addition,
principal and interest at the lesser of prime rate plus 8% or the maximum rate
permitted by law will become immediately payable. The notes are subordinated to
all other indebtedness of the Company.

The Company will issue warrants to the placement agent entitling it to
purchase 25,000 shares of common stock at an exercise price of $7.28 per share.

Subsequent to June 30, 1996, the Company accepted $1,437,500 in
subscriptions for these notes.

LETTER OF INTENT FOR A PUBLIC OFFERING--On July 1, 1996, the Company signed
a letter of intent with an underwriter which has subsequently been amended, to
provide for a public offering consisting of 1,000,000 shares of common stock and
1,000,000 warrants, to provide gross proceeds to the Company of approximately
$5,551,000. Included in the 1,000,000 shares are 210,000 shares of common stock
offered by the holders of the unsecured subordinated convertible promissory
notes. The Company anticipates that the offering price will be $6.90 for the
shares of common stock and $.10 for the warrants. Each warrant will allow the
holder to purchase one share of common stock at an exercise price of 120% of the
offering price for a period of five years after the date of the offering. The
warrants are redeemable by the Company at $.05 per warrant upon 30 days notice
if the market price of the common stock for 20 consecutive trading days within
the 30 day period preceding the date the notice is given equals or exceeds 140%
of the public offering price. The underwriter has a 60 day option
(over-allotment option) to purchase up to 150,000 shares of common stock and
150,000 warrants at the offering price. The Company will also sell to the
underwriter at the close of the public offering underwriters warrants, at a
price of $0.001 per warrant, to purchase 100,000 shares of common stock and
100,000 warrants exclusive of the over-allotment. The underwriters warrants will
be exercisable for 4 years beginning one year after the effective date of the
registration statement at 120% of the offering price. The letter of intent is
subject to change and cancellation by either party.

EMPLOYMENT AGREEMENTS--In July, 1996, the Company entered into employment
agreements with two shareholders. The agreements provide for payments totaling
$165,000 per year through June 30, 1998 and include covenants not to compete
during the term of employment and for one year thereafter.

The Company has entered into an employment agreement with an employee which
commences upon the completion of the private placement offering and ends six
months thereafter unless extended for an additional 24 months from the date of
completion of an initial public offering by the Company. The agreement provides
for payments of $5,400 per month plus options to purchase 250,000 shares of the
Company's common stock at $3.50 per share. The options are exercisable after 30
months and must be exercised within 60 months from the date of the agreement.
The agreement also contains a covenant not to compete during the term of the
employee's employment and for one year thereafter.

NOTES PAYABLE TO SHAREHOLDERS--Subsequent to June 30, 1996, the Company
obtained loans in the amount of $75,000 and $100,000 from shareholders. The
loans are unsecured and are subordinated to all other indebtedness of the
Company. The loans bear interest at zero and 9.75% per annum, respectively, and
are due on December 31, 1996 and July 1, 1997.

F-17
<PAGE>
NAVIDEC, INC.
(FORMERLY ACI SYSTEMS, INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

8. SUBSEQUENT EVENTS: (CONTINUED)

PRO FORMA INFORMATION--As discussed in Note 1, effective July 1, 1996, the
Company acquired IPI in a purchase transaction. The unaudited following
information presents the effect of the merger as if it occurred on January 1,
1995.

<TABLE>
<CAPTION>
FOR THE SIX FOR THE
MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
-------------- ------------
<S> <C> <C>
Revenue.................................................. $ 2,657,297 $4,288,317
-------------- ------------
-------------- ------------
Net loss................................................. $ (388,529) $ (101,919)
-------------- ------------
-------------- ------------
Loss per share........................................... $ (.17) $ (.04)
-------------- ------------
-------------- ------------
Common share and equivalents outstanding................. 2,331,064 2,331,064
-------------- ------------
-------------- ------------
</TABLE>

The above pro forma information is not necessarily indicative of the
financial results which would have occurred if such acquisition had taken place
at the earlier date, nor of future operating results.

F-18
<PAGE>
INDEPENDENT AUDITOR'S REPORT

Board of Directors
Interactive Planet, Inc.
Denver, Colorado

We have audited the accompanying balance sheet of Interactive Planet, Inc.
(IPI) as of December 31, 1995, and the related statements of operations, changes
in stockholders' equity (deficit), and cash flows for the period from May 15,
1995 (inception date) to 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of IPI as of December 31, 1994,
and the results of its operations and its cash flows for the period from May 15,
1995 (inception date) to December 31, 1995, in conformity with generally
accepted accounting principles.

HEIN + ASSOCIATES LLP

Denver, Colorado
October 4, 1996

F-19
<PAGE>
INTERACTIVE PLANET, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents....................................... $ 4,987 $ 4,429
Trade accounts receivable, net of $9,250 and $-0-allowance for
doubtful accounts............................................. 19,085 11,743
Prepaid expenses and other current assets....................... 15,000 39,536
----------- ------------
Total current assets...................................... 39,072 55,708
PROPERTY AND EQUIPMENT, net....................................... 26,966 34,155
----------- ------------
TOTAL ASSETS...................................................... $ 66,038 $ 89,863
----------- ------------
----------- ------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Note payable--related party..................................... $ 32,500 $ --
Accounts payable................................................ 2,070 --
Other accrued liabilities....................................... 86,653 55,919
----------- ------------
Total current liabilities................................. 121,223 55,919
LONG-TERM DEBT - RELATED PARTY 45,110 33,361
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, no par value; 1,597,357 shares authorized;
1,597,357 shares issued and outstanding....................... 1,000 1,000
Accumulated deficit............................................. (101,295) (417)
----------- ------------
Total stockholders' equity (deficit)...................... (100,295) 583
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT).............. $ 66,038 $ 89,863
----------- ------------
----------- ------------
</TABLE>

See Accompanying Notes to These Financial Statements.

F-20
<PAGE>
INTERACTIVE PLANET, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
MAY 15, 1995
(INCEPTION
DATE) TO
DECEMBER 31,
1995
FOR THE SIX ------------
MONTHS ENDED
JUNE 30,
1996
------------
(UNAUDITED)

<S> <C> <C>
REVENUES......................................................... $ 185,429 $ 167,574

Cost of services............................................. 60,017 36,252
------------ ------------

GROSS MARGIN..................................................... 125,412 131,322

Operating expense............................................ 225,161 131,739
------------ ------------

OPERATING LOSS................................................... (99,749) (417)

Interest expense............................................. 1,129 --
------------ ------------

NET LOSS......................................................... $ (100,878) $ (417)
------------ ------------
------------ ------------
</TABLE>

See Accompanying Notes to These Financial Statements.

F-21
<PAGE>
INTERACTIVE PLANET, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM MAY 15, 1995 THROUGH JUNE 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
--------------------- ACCUMULATED
SHARES AMOUNT DEFICIT TOTAL
---------- --------- ------------ ------------

<S> <C> <C> <C> <C>
BALANCES, MAY 15, 1995..................... -- $ -- $ -- $ --

Common stock to founders for cash...... 1,597,357 1,000 -- 1,000

Net loss............................... -- -- (417) (417)
---------- --------- ------------ ------------

BALANCES, December 31, 1995................ 1,597,357 1,000 (417) 583

Net loss (unaudited)................... -- -- (100,878) (100,878)
---------- --------- ------------ ------------

BALANCES, June 30, 1996 (Unaudited)........ 1,597,357 $ 1,000 $ (101,295) $ (100,295)
---------- --------- ------------ ------------
---------- --------- ------------ ------------
</TABLE>

See Accompanying Notes to These Financial Statements.

F-22
<PAGE>
INTERACTIVE PLANET, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM MAY 15, 1995
(INCEPTION DATE)
TO DECEMBER 31,
1995
FOR THE SIX -----------------
MONTHS ENDED
JUNE 30, 1996
-------------
(UNAUDITED)

<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (100,878) $ (417)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 8,305 5,545
Changes in operating assets and liabilities -
(Increase) decrease in:
Accounts receivable................................. (7,342) (11,743)
Other assets........................................ 24,536 (39,536)
Increase (decrease) in:
Accounts payable and accrued liabilities............ 2,070 --
Other liabilities................................... 30,734 55,919
------------- -----------------
Net cash provided by (used in) operating activities..... (42,575) 9,768

CASH FLOWS FROM INVESTING ACTIVITIES -
Capital expenditures for property and equipment........... 1,116 39,700
------------- -----------------
Net cash used in investing activities................... (1,116) (39,700)

CASH FLOWS FROM FINANCING ACTIVITY:
Proceeds from issuance of common stock.................... -- 1,000
Proceeds from issuance of notes payable................... 44,249 33,361
------------- -----------------
Net cash provided by financing activities............... 44,249 34,361

INCREASE IN CASH AND CASH EQUIVALENTS 558 4,429
CASH AND CASH EQUIVALENTS, beginning of period 4,429 --
------------- -----------------
CASH AND CASH EQUIVALENTS, end of period $ 4,987 $ 4,429
------------- -----------------
------------- -----------------
</TABLE>

See Accompanying Notes to these Financial Statements.

F-23
<PAGE>
INTERACTIVE PLANET, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION--IPI was incorporated in the State of Colorado in 1995. The
Company develops, markets, and supports World Wide Web (Web) sites, on the
Internet or Intranets. The Company designs and implements Web sites ranging from
basic inquiry-only sites to complex, interactive sites capable of providing
on-line commerce, database integration and manipulation, sophisticated graphics,
animation, and other multi-media content. The Company plans to utilize leading
edge software in its Web site development.

PROPERTY AND EQUIPMENT--Property and equipment is stated at cost.
Depreciation is computed over the estimated useful lives of the assets using the
straight-line method generally over a 2 to 3-year period. Leasehold improvements
are amortized on the straight-line method over the lesser of the lease term or
the useful life. Expenditures for ordinary maintenance and repairs are charged
to expense as incurred. Upon retirement or disposal of assets, the cost and
accumulated depreciation are eliminated from the account and any gain or loss is
reflected in the statements of operations.

CASH EQUIVALENTS--For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.

INCOME TAXES--The Company accounts for income taxes under SFAS No. 109 which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined, based on the difference between the financial
statements and tax bases of asset and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

STOCK BASED COMPENSATION--In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123). The new statement is effective for fiscal years
beginning after December 15, 1995. FAS 123 encourages, but does not require,
companies to recognize compensation expense for grants of stock, stock options,
and other equity instruments to employees based on fair value. Companies that do
not adopt the fair value accounting rules must disclose

F-24
<PAGE>
INTERACTIVE PLANET, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
the impact of adopting the new method in the notes to the financial statements.
Transactions in equity instruments with non-employees for goods or services must
be accounted for on the fair value method. The Company has elected not to adopt
the fair value accounting prescribed by FAS 123 for employees, and will be
subject only to the disclosure requirements prescribed by FAS 123.

UNAUDITED INFORMATION--The balance sheet as of June 30, 1996 and the
statements of operations for the six-month period ended June 30, 1996 were taken
from the Company's books and records without audit. However, in the opinion of
management, such information includes all adjustments (consisting only of normal
accruals), which are necessary to properly reflect the financial position of the
Company as of June 30, 1996 and the results of operations for the six months
ended June 30, 1996. The results of operations for the interim period presented
is not necessarily indicative of those expected for the year.

The Company had no operations from May 15, 1995 (inception date) to June 30,
1995, and as such, no comparative interim financial statements have been
presented for this period.

2. CONTINUED OPERATIONS:

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets, including liquidation of liabilities in the normal course of business.
The Company has incurred substantial debt and recurring losses. As of December
31, 1995, the Company had a working capital deficiency of $211,000 and total
stockholders' equity of $583. As discussed in Note 7, subsequent to June 30,
1996, the Company merged with NAVIDEC, Inc. NAVIDEC, Inc., which has also
incurred losses, has completed a private placement of debt which management
believes should provide adequate funding to enable the combined entity to
continue operations for at least the next twelve months. In addition, management
is aggressively pursuing an increase in revenues, which ultimately, the Company
believes, will result in profitable operations.

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
Computer equipment................................................ $ 22,578 $ 21,450
Software.......................................................... 18,250 18,250
----------- ------------
Less accumulated depreciation..................................... (13,862) (5,545)
----------- ------------
$ 26,966 $ 34,155
----------- ------------
----------- ------------
</TABLE>

F-25
<PAGE>
INTERACTIVE PLANET, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO DECEMBER 31, 1995 IS UNAUDITED)

4. NOTES PAYABLE AND LONG-TERM DEBT - RELATED PARTY:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
JUNE 30, ------------
1996
-----------
(UNAUDITED)
<S> <C> <C>
Note payable to a stockholder due on demand, non-interest bearing. $ 32,500 $ --
----------- ------------
----------- ------------
Note payable to a stockholder, principal along with interest at
10% per annum due on December 31, 1997. $ 45,110 $ 33,361
----------- ------------
----------- ------------
</TABLE>

5. STOCKHOLDERS' EQUITY (DEFICIT):

During 1996, the Company declared a 15.97357 for 1 stock split. Accordingly,
all common stock reflected in the financial statements and accompanying notes
reflect the effect of the split.

6. INCOME TAXES:

The components of the net deferred tax asset recognized as of December 31,
1995 is as follows:

<TABLE>
<S> <C>
Long-term deferred tax assets
(liabilities):
Net operating loss
carryforwards.................. $ 13,726
Valuation allowance.............. (13,726)
--------
Net long-term deferred tax
asset.......................... $ --
--------
--------
</TABLE>

At December 31, 1995, the Company had net operating loss carryforwards for
Federal tax purposes of approximately $13,726. The loss carryforwards, unless
utilized, will expire in 2010.

The Company's ability to use its net operating loss (NOL) carryforwards to
offset future income is subject to restrictions attributable to equity
transactions that result in change in ownership as defined by the Internal
Revenue Code. As a result of a merger subsequent to June 30, 1996 (see Note 8),
these restrictions will limit, on an annual basis, the Company's future use of
its NOL loss carryforwards.

7. MAJOR CUSTOMERS:

For the period from May 15, 1995 (inception date) to December 31, 1995, the
Company had sales to three customers representing 23%, 20%, and 12% of total
sales, respectively. As of December 31, 1995, the Company's accounts receivable
was from four customers. These receivables were collected in full subsequent to
the period end.

8. SUBSEQUENT EVENTS:

Effective on July 1, 1996, the Company entered into an agreement and plan of
merger with Navidec, Inc. Each of the issued and outstanding shares of the
Company's stock was exchanged for a share of Navidec, Inc.'s common stock and
Navidec, Inc. gave a $75,000 note to one of the shareholders. Subsequent to June
30, 1996, the Company completed an offering for $1,437,500 of unsecured
subordinated convertible promissory note. Additionally, the Company signed a
letter of intent with an underwriter for a proposed public offering.

F-26
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. ANY INFORMATION OR REPRESENTATION
NOT HEREIN CONTAINED, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES
OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES BY ANY PERSON IN ANY JURISDICTION
WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS PROSPECTUS
SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 4
The Company............................................................... 4
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 14
Dividend Policy........................................................... 15
Dilution.................................................................. 15
Capitalization............................................................ 17
Selected Financial Data................................................... 18
Management's Discussion & Analysis of Financial Condition and Results of
Operations.............................................................. 19
Business.................................................................. 23
Management................................................................ 33
Principal Stockholders.................................................... 37
Bridge Financing Private Placement........................................ 37
Bridge Financing Selling Stockholders..................................... 38
Additional Registered Securities.......................................... 40
Certain Transactions...................................................... 41
Description of Securities................................................. 42
Shares Eligible for Future Sale........................................... 44
Underwriting.............................................................. 45
Experts................................................................... 49
Legal Matters............................................................. 49
Additional Information.................................................... 49
Index to 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
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

1,000,000 COMMON SHARES
AND
1,000,000 WARRANTS

NAVIDEC, INC.

---------------------

PROSPECTUS

---------------------

JOSEPH CHARLES & ASSOCIATES, INC.

, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation eliminate the personal liability of
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty to the extent permitted by Colorado law. The Company's Articles
of Incorporation and Bylaws provide that the Company shall indemnify its
officers and directors to the extent permitted by Colorado law, which authorizes
a corporation to indemnify directors, officers, employees or agents of the
corporation in non-derivative suits if such party acted in good faith and in a
manner such party reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Colorado Business Corporation Act further provides that indemnification
shall be provided if the party in question is successful on the merits or
otherwise.

Reference is hereby made to the caption "Management--Limitation of Liability
and Indemnification" in the Prospectus which is a part of this Registration
Statement for a description of indemnification arrangements between the Company
and its directors.

The form of Underwriting Agreement, including as Exhibit 1.1, provides for
indemnification of the Company and certain controlling persons under certain
circumstances, including liabilities under the Securities Act of 1933, as
amended ("Securities Act"). Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions of the Underwriting Agreement,
the Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and therefore is unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses of the distribution, all of which are to be borne by
the Company, are as follows:

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 8,332
NASD Fee.......................................................... $ 2,416
NASDAQ Fees....................................................... $ 10,000
Blue Sky Fees and Expenses........................................ $ 4,000*
Transfer Agent Fees............................................... $ 5,000*
Accounting Fees and Expenses...................................... $ 55,000*
Legal Fees and Expenses........................................... $ 80,000*
Representative's Non-Accountable Expense Allowance................ $ 210,000*
Printing and Engraving Expenses................................... $ 60,000*
Miscellaneous Fees and Expenses................................... $ 15,252*
---------
Total......................................................... $ 450,000
---------
---------
</TABLE>

- ------------------------

* All amounts are estimates

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

In August 1996, the Company issued to John McKowen, an employee of the
Company, options to purchase 250,000 shares of Common Stock at an exercise price
of $3.50 per share in connection with an Employment Agreement between the
Company and Mr. McKowen. Such options are exercisable after February 1, 1999 and
expire August 1, 2001.

II-1
<PAGE>
In July 1996, the Company issued an aggregate of 798,679 shares of Common
Stock to the existing shareholders of Interactive Planet, Inc. ("IPI") in
exchange for all of this issued and outstanding shares of IPI in connection with
the merger of IPI with and into the Company.

From August through October 18, 1996, the Company consummated the sale of an
aggregate of $1,437,500 principal amount of 10% Unsecured Subordinated
Convertible Promissory Notes, due December 31, 1997, in a private placement to
investors. The Notes are automatically converted into an aggregate of 410,727
shares of Common Stock and 410,727 five-year redeemable Common Stock purchase
warrants of the Company upon the consummation of the initial public offering, at
which time the Notes will no longer be outstanding. Joseph Charles & Associates,
Inc., received $143,750 in commissions and $35,938 in expenses as placement
agent in such private placement. Joseph Charles & Associates also received five-
year warrants for the purchase of 25,000 shares at an exercise price of $3.64
per share. These warrants will be rescinded by Joseph Charles & Associates upon
consummation of this offering.

In June 1996, Ralph Armijo exercised options to purchase 946,919 shares of
Common Stock for an aggregate exercise price of $1,745. These options were
granted during 1993 and 1994 in lieu of salary.

Each of the foregoing transactions was exempt from registration under the
Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2)
thereof and, with respect to the Notes sold in September, 1996, Regulation D
under the Securities Act, for transactions not involving a public offering. With
respect to each transaction, no person acting on the Company's behalf offered or
sold the securities by means of any form of general solicitation or general
advertising.

ITEM 27. EXHIBITS

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement

1.2 Form of Selected Dealers Agreement

*1.3 Warrant Exercise Fee Agreement

3.1 Amended and Restated Articles of Incorporation of ACI Systems, Inc.

3.2 Amended and Restated Bylaws of ACI Systems, Inc.

3.3 Articles of Merger and Agreement and Plan of Merger Between ACI Systems, Inc. and
Interactive Planet, Inc.

**4.1 Form of Certificate for Common Stock of NAVIDEC, Inc.

4.2 Form of Warrant

4.3 Form of Warrant Agreement

4.4 Form of Representative's Option Agreement

4.5 Form of Private Placement Financing Converted Units Registration Rights Agreement

4.6 Form of 10% Unsecured Subordinated Convertible Promissory Note

*4.7 Form of Placement Agent's Warrant Registration Rights Agreement

4.8 Form of Placement Agent's Warrant for the Purchase of Shares of Common Stock and
Warrants

5.1 Opinion, with Consent, of Cohen Brame & Smith Professional Corporation

10.1 Form of "Lock Up" Letter to be entered into by the Company's officers, directors and
shareholders

10.2 Form of Shareholders' Agreement dated July 12, 1996, among NAVIDEC, Inc. and its
shareholders on such date.

10.3 Form of Confidentiality and Non-Disclosure Agreement between the Company and its
significant employees
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
10.4 Employment Agreement dated July 3, 1996 between NAVIDEC, Inc. and Ralph Armijo

10.5 Employment Agreement between NAVIDEC, Inc. and John R. McKowen

10.6 Lease Agreement dated February 23, 1996 for the premises located at 14 Inverness
Dr., Building F, Suite 116, Englewood, Colorado 80112

10.7 Lease Agreement dated October 27, 1993 for the premises located at 7002 S. Revere
Parkway, Suite 40, Englewood, Colorado 80112 [NEED]

10.8 Promissory Note as of October 1, 1993, in the principal amount of $119,199, from ACI
Systems, Inc. payable to Arthur Armijo

10.9 Promissory Note as of March 31, 1996, in the principal amount of $45,110 from
Interactive Planet, Inc. payable to Patrick Mawhinney

10.10 Promissory Note as of July 9, 1996, in the principal amount of $75,000 from NAVIDEC,
Inc. payable to Cynthia Simmons

10.11 Business/Manager Agreement and Commercial Security Agreement, each dated February
27, 1996, between NAVIDEC, INC. and Colorado State Bank of Denver

10.12 Form of Commercial Guarantee of Ralph Armijo and Arthur Armijo in favor of Colorado
State Bank of Denver in connection with the February 27, 1996 Promissory Note

10.13 Form of Commercial Continuing Guarantee of Ralph Armijo and Arthur Armijo dated
November 17, 1993 in favor of Vectra Bank in connection with line of credit
terminated in February 1996

10.14 Promissory Note as of August 6, 1996, in the principal amount of $70,000 from
NAVIDEC, INC. payable to Ralph Armijo

10.15 Promissory Note as of July 26, 1996 in the principal amount of $30,000 from NAVIDEC,
INC. payable to Patrick Mawhinney

10.16 Promissory Note as of July 25, 1996, in the principal amount of $182,500 from
NAVIDEC, INC. payable to Littleton Land Company

10.17 Netscape Commercial Applications Partner Program (NCAPP) Guidelines

10.18 Form of Agreement Not to Sell with Bridge Financing Selling Stockholders

21.1 Subsidiaries of the Registrant

*23.1 Consent of Hein + Associates LLP

23.2 Consent of Cohen Brame & Smith Professional Corporation (included in Exhibit 5.1)

24.1 Power of Attorney with respect to certain signatures in the Registration Statement
(see signature page to Registration Statement)

27 Financial Data Schedule
</TABLE>

- ------------------------

* Included herewith

** To be filed by amendment

ITEM 28. UNDERTAKINGS

1. The Registrant hereby undertakes:

(1) that for purposes of determining any liability under the Securities
Act, treat 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 under Rule 424(b)(1) or (4) or

II-3
<PAGE>
497(h) under the Securities Act as part of this Registration Statement as of
the time the Commission declared it effective.

(2) that for the purpose of determining any liability under the
Securities Act, treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in the
Registration Statement, and that offering of the securities at that time as
the initial bona fide offering of those securities.

(3) to file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereto) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(iii) to include any additional or changed material information on
the plan of distribution.

(4) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination
of the offering.

(5) to provide to the Representative of the Underwriters at the closing
specified in the Underwriting Agreement certificates in such denominations
and registered in such names as required by the Representative of the
Underwriters to permit prompt delivery to each purchaser.

2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities or controlling person of the
small business issuer 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, the small business issuer 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-4
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 8th day of
November, 1996.

NAVIDEC, INC.

By: /s/ RALPH ARMIJO
-----------------------------------------
Ralph Armijo, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Ralph Armijo his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in his name, place and stead, in any and
all capacities, to sign this Registration Statement and any and all amendments
(including post-effective amendments) to this Registration Statement on Form
SB-2 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.

SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------

/s/ RALPH ARMIJO
- ------------------------------ President, Chief Executive November 8, 1996
Ralph Armijo Officer and Director

/s/ PATRICK R. MAWHINNEY
- ------------------------------ Chief Financial Officer, November 8, 1996
Patrick R. Mawhinney Treasurer and Director

II-5

<PAGE>

WARRANT EXERCISE FEE AGREEMENT

AGREEMENT dated as of the ____ day of ___________, 199___, by and among
Joseph Charles & Associates, Inc. (the "Representative"), NAVIDEC, Inc. (the
"Company") and American Securities Transfer & Trust, Incorporated Company (the
"Warrant Agent").

W I T N E S S E T H:

WHEREAS, in connection with a public offering of up to 1,150,000 shares of
Common Stock and 1,150,000 redeemable warrants to purchase common stock
(including the over-allotment option) and in connection with an exchange of the
Company's 7% Convertible Bridge Promissory Notes convertible into 428,565 shares
of Common Stock and 428,565 warrants to purchase Common Stock identical to those
issued in the public offering (collectively, the "Warrants"), the Company
proposes to issue, in accordance with an agreement dated as of ___________,
199___ by and among the Company and the Warrant Agent (the "Warrant Agreement"),
the Warrants; and

WHEREAS, the parties hereto wish to provide the Representative and members
of the National Association of Securities Dealers, Inc. ("NASD"), with certain
rights on an exclusive basis in connection with the exercise of the warrants.

NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

Section 1. DESCRIPTION OF THE WARRANTS. The Company's Warrants may be
exercised on or after ______________, 199___ and expire at 5:00 p.m. Mountain
time on ____________, 199___ (the "Expiration Date"), subject to redemption
rights commencing on or after _______________, 199____. In accordance with the
provisions of the Warrant Agreement, the holder of each Warrant shall have the
right to purchase from the Company, and the Company shall issue and sell to such
holders of Warrants, one fully paid and non-assessable share of the Company's
Common Stock for every Warrant exercised at an Exercise Price of $_____ per
share, subject to adjustment as provided in the Warrant Agreement (the "Exercise
Price").

Section 2. NOTIFICATION OF EXERCISE. Within twenty (20) days of the
last day of each month commencing __________, 199___ (one year from the date of
the Company's Registration Statement), the Warrant Agent or the Company will
notify the Representative of each Warrant certificate which has been properly
completed and delivered for exercise by holders of Warrants during each such
month, the determination of the proper completion to be in the sole and absolute
reasonable discretion of the Company and the Warrant Agent. The Company or the
Warrant Agent will provide the Representative with such other information, in
connection with the exercise of each Warrant, as the Representative shall
reasonably request.

Section 3. PAYMENT TO THE REPRESENTATIVE. The Company hereby agrees to
pay to the Representative an amount equal to three (3%) percent of the exercise
price (i.e. $_____ per share based on the initial exercise price of the Warrants
which is $____ per share) for each Warrant exercised (the "Exercise Fee") a
portion of which may be allowed by the Representative to the dealer who
solicited the exercise provided that:

<PAGE>

(a) such Warrant is exercised on or after ________________, 199___,
which represents one year from the effective date of the Company's
Registration Statement;

(b) at the time of exercise, the market price of the Company's Common
Stock is higher than the applicable Exercise Price of the Warrant being
exercised;

(c) the holders of Warrants being exercised have specifically
indicated in writing, either in the Form of Election contained on the
Warrant Certificate or by written documents signed and dated by the holders
that the exercise of such Warrants was solicited by the Representative or
another member of the NASD; and

(d) the Representative and/or the member of the NASD which solicited
the exercise of Warrants delivers a certificate to the Company within five
(5) business days of receipt of information relating to such exercised
Warrants from the Company or the Warrant Agent in the form attached hereto
as Exhibit A, stating that:

(1) the Warrants exercised were not held in a discretionary
account;

(2) The member which solicited the exercise of Warrants did not
(unless granted an exemption by the Securities and Exchange Commission
from the provisions thereof), within the applicable number of business
days under Rule 10b-6 immediately preceding the date of exercise of
the Warrant, bid for or purchase the Common Stock of the Company or
any securities of the Company immediately convertible into or
exchangeable for the Common Stock (including the Warrants) or
otherwise engage in any activity that would be prohibited by Rule 10b-
6 under the Securities Exchange Act of 1934, as amended, to a broker-
dealer engaged in a distribution of the Company's securities; and

(3) in connection with the solicitation, it disclosed the
compensation it would receive upon exercise of the Warrant.

Section 4. PAYMENT OF THE EXERCISE FEE. The Company hereby agrees to
pay over to the Representative within two (2) business days after receipt by the
Company of the certificate described in Section 3(d) above, the Exercise Fee out
of the proceeds it received from the applicable Exercise Price paid for the
Warrants to which the certificate relates.

Section 5. INSPECTION OF RECORDS. The Representative may at any time
during business hours, at its expense, examine the records of the Company and
the Warrant Agent which relate to the exercise of the Warrants.

Section 6. TERMINATION. The Representative shall be entitled to
terminate this Agreement prior to the exercise of all Warrants at any time upon
five (5) business days' prior notice to the Company and the Warrant Agent.
Notwithstanding any such termination notice, the Representative shall be
entitled to receive an Exercise Fee for the exercise of any Warrant for which it
has already delivered to the Company prior to any such termination the
certificate required by Section 3(d) of this Agreement.

-2-

<PAGE>

Section 7. NOTICES. Any notice or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed sufficiently given if sent by first class certified mail, return
receipt requested, postage prepaid, addressed as follows:

If to the Company: Ralph Armijo, President
NAVIDEC, Inc.
14 Inverness Drive
Building F, Suite 116
Englewood, Colorado 80112

With a copy to: Roger V. Davidson, Esq.
Cohen Brame & Smith Professional Corporation
Suite 1800
1700 Lincoln Street
Denver, Colorado 80112

If to the Representative: Richard A. Rappaport
James Hosch
Joseph Charles & Associates, Inc.
9701 Wilshire Boulevard, Ninth Floor
Beverly Hills, California 90212

With a copy to: David C. Roos, Esq.
Berliner Zisser Walter & Gallegos, P.C.
1700 Lincoln Street, Suite 4700
Denver, Colorado 80203

And if to the Warrant
Agent: American Securities Transfer & Trust,
Incorporated
Suite 444
1825 Lawrence Street
Denver, Colorado 80202

or such other address as such party shall have given notice to other parties
hereto in accordance with this Section. All such notices or other
communications shall be deemed given three (3) business days after mailing, as
aforesaid.

Section 8. SUPPLEMENTS AND AMENDMENTS. The Company, the Warrant Agent
and the Representative may, from time to time, supplement or amend this
Agreement by a written instrument signed by the party to be charged, without the
approval of any holders of Warrants in order to cure any ambiguity or to correct
or supplement any provisions contained herein or to make any other provisions in
regard to matters or questions arising hereunder which the Company, the Warrant
Agent and the Representative may deem necessary or desirable and which do not
adversely affect the interest of the holders of Warrants.

Section 9. ASSIGNMENT. This Agreement may not be assigned by any party
without the express written approval of all other parties, except that either of
the Representative may assign this Agreement to its successors.

-3-

<PAGE>

Section 10. GOVERNING LAW. This Agreement will be deemed made under the
laws of the State of California with respect to matters of contract law and for
all purposes shall be governed by and construed in accordance with the internal
laws of said State, without regard to the conflicts of laws provisions thereof.

Section 11. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give any person or corporation other than the Company, the
Warrant Agent and the Representative any legal or equitable right, remedy or
claim under this Agreement; and this Agreement shall be for the sole and
exclusive benefit of, and be binding upon, the Company, the Warrant Agent and
the Representative and their respective successors and permitted assigns.

Section 12. DESCRIPTIVE HEADINGS. The descriptive headings of the
sections of this Agreement are inserted for convenience only and shall not
control or affect the meanings or construction of any of the provisions hereof.

Section 13. SUPERSEDING AGREEMENT. This Agreement supersedes any and
all prior agreements between the parties with respect to the subject matter
hereof.

Section 14. EXCLUSIVE AGREEMENT. It is understood that this Agreement
is on an exclusive basis to solicit the exercise of the Warrants and that the
Company shall not engage other broker-dealers to solicit the exercise of
Warrants without the consent of the Representative.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

JOSEPH CHARLES & ASSOCIATES, INC.

By:
------------------------------------

NAVIDEC, INC.

By:
------------------------------------

AMERICAN SECURITIES TRANSFER
& TRUST, INCORPORATED

By:
------------------------------------

-4-

DCR\NAVIDEC\WAREXFEE.AGT

<PAGE>

EXHIBIT A

CERTIFICATE

The undersigned, being the _______________ of _________________________
(the "NASD Member") pursuant to Section 3(d) of the Warrant Exercise Fee
Agreement dated ______, 199___ between NAVIDEC, Inc. (the "Company"), Joseph
Charles & Associates, Inc. and American Securities Transfer & Trust, Inc. (the
"Warrant Agent") hereby certifies that:

1. The Company or the Warrant Agent has notified the NASD Member that
____________ Warrants (as defined in the Agreement) have been exercised during
_______________, 19__.

2. The exercise of _________ of such Warrants was solicited by
_____________________.

3. Such Warrants were not held in a discretionary account.

4. The NASD Member did not, within _____ business days immediately
preceding _______________, 19___, bid for or purchase the Common Stock of the
Company or any securities of the Company immediately convertible into or
exchangeable for the Common Stock (including Warrants) or otherwise engage in
any activity that would be prohibited by Rule 10b-6 under the Securities
Exchange Act of 1934, as amended, to one engaged in a distribution of the
Company's securities.

5. In connection with the solicitation of the exercise of the Warrants,
the NASD Member disclosed to holders of the Warrants the compensation it will
receive.

DATED: _______________, 19___

---------------------------------------
(Firm Name)

By:
------------------------------------

Title:
--------------------------------

-5-

<PAGE>

FORM OF PLACEMENT AGENT'S
WARRANT REGISTRATION RIGHTS AGREEMENT

PLACEMENT AGENT'S WARRANT
REGISTRATION RIGHTS AGREEMENT

AGREEMENT, dated as of the ____ day of __________, 1996, between
JOSEPH CHARLES & ASSOCIATES, INC., having an address at 356 North Camden
Drive, Beverly Hills, California 90210 (the "Holder") and NAVIDEC, INC., a
Colorado corporation having its executive office and principal place of
business at 14 Inverness Drive, Building F, Suite 116, Englewood, CO 80112
(the "Company").

WHEREAS, the Holder is providing its services as placement agent in
connection with the offering of an aggregate of up to $1,500,000 aggregate
principal amount of the Company's 10% unsecured subordinated convertible
notes, due December 30, 1997, upon the terms set forth in the Confidential
Private Placement Memorandum of the Company dated July , 1996 (the Bridge
Financing"); and

WHEREAS, the Company desires to grant to the Holder the
registration rights set forth herein with respect to the shares of Common
Stock subject to exercise pursuant to the Placement Agent's Warrants issued
in connection with the Bridge Financing (the "Registrable Securities");

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. DEMAND REGISTRATION RIGHTS. The Company intends to prepare and
file a Registration Statement under the Securities Act of 1933, as amended
(the "Act"), relating to the initial public offering of the Company's Common
Stock and Warrants to purchase Common Stock (the "Public Offering"), and to
use its best efforts to cause such Registration Statement to become
effective within twelve months following the initial closing date of the
Bridge Financing. The Holder may, at any time, but not before one (1) year
after the consummation of the Public Offering, request in writing that the
Company register the Registrable Securities (which request shall specify the
Registrable Securities intended to be sold or disposed of by the Holder and
shall state the intended method of disposition of such Registrable Securities
by the prospective seller), and the Company shall use its best efforts to
cause all of the Registrable Securities of the Holder to be registered under
the Act as soon as practicable following receipt of the written request of
the Holder for such registration, all to the extent requisite to permit the
sale or other disposition (in accordance with the intended methods thereof,
as aforesaid) by the prospective seller or sellers of the Registrable
Securities so registered. Any such Registration Statement may, at the option
of the Company, include other shares of Common Stock or other securities of
the Company to be sold by the Company or other security holders. The Holder
shall be limited to one (1) registration request. Notwithstanding anything
to the contrary provided herein, the Company may postpone for a reasonable
period (not exceeding 135 days) the filing of any Registration Statement
otherwise required to be filed hereunder if the Company determines, in its
sole

<PAGE>

discretion, that such registration could interfere with any material
transaction involving the Company, or require premature disclosure thereof,
or if the Company would be required to undergo an interim audit in order to
effect such registration.

Notwithstanding anything to the contrary provided herein, the
Company shall not be required to file any Registration Statement with respect
to any Registrable Securities if, at the time such Registration Statement
would be effective, the Holder could sell in accordance with the provisions
of Rule 144 (or any successor or supplemental rule) under the Act the number
of Registrable Securities that the Holder proposes to register or, if, in the
opinion of counsel to the Company, such shares otherwise may be publicly sold
without registration under the Act.

2. "PIGGY-BACK" REGISTRATION RIGHTS. If the Company proposes for any
reason after the Public Offering to register any of its securities under the
Act (other than pursuant to a Registration Statement on Forms S-8, S-4 or
similar or successor forms), it shall each such time promptly give written
notice to the Holder of its intention so to do, and, upon the written
request, given within thirty (30) days after receipt of any such notice, of
the Holder to register its Registrable Securities (which request shall
specify the Registrable Securities intended to be sold or disposed of by the
Holder and shall state the intended method of disposition of such Registrable
Securities by the prospective seller), the Company shall use its best efforts
to cause all of the Registrable Securities of the Holder to be registered
under the Act promptly upon receipt of the written request of the Holder for
such registration, all to the extent requisite to permit the sale or other
disposition (in accordance with the intended methods thereof, as aforesaid)
by the prospective seller or sellers of the Registrable Securities so
registered.

UNDERWRITTEN OFFERING. In the event that the proposed registration
under Paragraphs 1 or 2 hereof is, in whole or in part, an underwritten
public offering of securities, any request to register the Registrable
Securities may request that they are to be included in the underwriting, and
if requested by the managing underwriter shall be included in the
underwriting, (a) on the same terms and conditions as like securities, if
any, otherwise being sold through underwriters under such registration, or
(b) on terms and conditions comparable to those normally applicable to
offerings of such securities in reasonably similar circumstances in the event
that no securities other than the Registrable Securities are being sold
through underwriters under such registration; PROVIDED, HOWEVER, that, as to
any registration pursuant to Paragraphs 1 or 2 hereof, (i) if the managing
underwriter determines and advises in writing that the inclusion of all the
Registrable Securities proposed to be included in the underwritten public
offering and other issued and outstanding securities proposed to be included
therein by persons other than the Holder (the "Other Shares") would interfere
with the successful marketing of such securities, then the number of
Registrable Securities and Other Shares excluded from such registration shall
be allocated pro rata among the Holder and the holders of the Other Shares
(based on the number of securities requested by the Holder and the holders of
the Other Shares to be registered in such offering), and (ii) in each case
those securities that are excluded from the underwritten public offering
pursuant to this Paragraph 3

<PAGE>

shall be withheld from the market by the Holder for a period, not to exceed
90 days, that the managing underwriter reasonably determines as necessary in
order to effect the underwritten public offering.

4. ADDITIONAL TERMS. The following provisions shall be applicable to
any Registration Statement filed pursuant to Paragraphs 1 or 2 of this
Agreement:

(a) The Company will use its best efforts to cause the Registration
Statement to become effective as promptly as practicable and, if any stop
order shall be issued by the SEC in connection therewith, to use its
reasonable efforts to obtain the removal of such order. Following the
effective date of the Registration Statement, the Company shall, upon the
request of the Holder, forthwith supply such reasonable number of copies of
the Registration Statement, preliminary prospectus and prospectus meeting the
requirements of the Act, and other documents necessary or incidental to the
Public Offering, as shall be reasonably requested by the Holder to permit the
Holder to make a public distribution of its Registrable Securities. The
Company will use its reasonable efforts to qualify the Registrable Securities
for sale in such states as the Holder shall reasonably request, provided that
no such qualification will be required in any jurisdiction where, solely as a
result thereof, the Company would be subject to service of general process or
to taxation or qualification as a foreign corporation doing business in such
jurisdiction. The obligations of the Company hereunder with respect to the
Holder's Registrable Securities are expressly conditioned on the Holder's
furnishing to the Company such appropriate information concerning the Holder,
the Holder's Registrable Securities and the terms of the Holder's offering of
such Registrable Securities as the Company may reasonably request. The
Company shall maintain the Registration Statement in effect for so long as
the Registrable Securities remain issued, provided, however, that the Company
shall not be required to keep such Registration Statement effective, and it
may deregister any unsold Registrable Securities, if, in the opinion of
counsel to the Company, such shares may then be sold pursuant to the
provisions of Rule 144 under the Act.

(b) The Company shall bear the entire cost and expense of any
registration of the Registrable Securities; provided, however, that the
Holder shall be solely responsible for the fees of any counsel retained by
him in connection with such registration and any transfer taxes or
underwriting discounts or commissions applicable to the Registrable
Securities sold by it pursuant thereto.

(c) The Company shall indemnify and hold harmless the Holder and
each underwriter, within the meaning of the Act, who may purchase from or
sell for the Holder, any Registrable Securities, from and against any and all
losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in the Registration Statement, any post-effective
amendment to such Registration Statement, or any prospectus included therein
required to be filed or furnished by reason of this Agreement, or caused by
any omission or alleged omission to state therein a material fact required to

<PAGE>

be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or alleged untrue statement or omission or alleged
omission based upon information furnished or required to be furnished in
writing to the Company by the Holder or underwriter expressly for use
therein; which indemnification shall include each person, if any, who
controls any such underwriter within the meaning of the Act and each officer,
director, employee and agent of such underwriter. The Holder and any such
underwriter and other person, shall be obligated to indemnify the Company,
its directors, each officer signing the Registration Statement and each
person, if any, who controls the Company within the meaning of the Act, from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, any registration statement or any prospectus
required to be filed or furnished by reason of this Agreement or caused by
any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
alleged untrue statement or omission based upon information furnished in
writing to the Company by the Holder or underwriter or other person expressly
for use therein.

(d) If for any reason the indemnification provided for in the
preceding subparagraph is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, claim, damage,
liability or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable
considerations.

(e) Neither the filing of a Registration Statement by the Company
pursuant to this Agreement nor the making of any request for prospectuses by
the Holder shall impose upon the Holder any obligation to sell his
Registrable Securities.

(f) The Holder, upon receipt of notice from the Company that an
event has occurred which requires a post-effective amendment to the
Registration Statement or a supplement to the prospectus included therein,
shall promptly discontinue the sale of his Registrable Securities until the
Holder receives a copy of a supplemented or amended prospectus from the
Company, which the Company shall provide as soon as practicable after such
notice.

5. GOVERNING LAW.

(a) The Registrable Securities are being delivered in Colorado.
This Agreement shall be deemed to have been made and delivered in the State
of Colorado

<PAGE>

and shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of Colorado.

(b) The Company and the Holder each (a) agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement, or any
other agreement entered into between the Company and the Holder pursuant to
the Bridge Financing or the Public Offering shall be instituted exclusively
in Colorado District Court, Arapahoe County and U.S. District Court for the
District of Colorado, each and any of which shall apply Colorado law, (b)
waives any objection which the Company or such Holder may have now or
hereafter to the venue of any such suit, action or proceeding, and (c)
irrevocably consents to the jurisdiction of the Colorado District Court,
Arapahoe County, and U.S. District Court for the District of Colorado in any
such suit, action or proceeding. The Company and the Holder each further
agrees to accept and acknowledge service of any and all process which may be
served in any such suit, action or proceeding in the Colorado District Court,
Arapahoe County and U.S. District Court for the District of Colorado, and
agrees that service of process upon the Company or the Holder mailed by
certified mail to the Company's or, as the case may be, the Holder's address
shall be deemed in every respect effective service of process upon the
Company or the Holder, as the case may be, in any suit, action or proceeding.

6. AMENDMENT. This Agreement may only be amended by a written
instrument executed by the Company and the Holder.

7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.

8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.

9. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed duly given when delivered
by hand, by Federal Express or other national overnight courier service, or
mailed by registered or certified mail, postage prepaid, return receipt
requested, and, if mailed, shall be deemed to have been received on the third
day after a notice has been sent as follows:

If to the Holder, to its address set forth on the signature page of
this Agreement.

<PAGE>

If to the Company, to the address set forth on the first page of
this Agreement.

10. BINDING EFFECT; BENEFITS. The Holder may not assign its rights
hereunder. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns, including, without limitation, the
permitted transferees of the Registrable Securities. Nothing herein
contained, express or implied, is intended to confer upon any person other
than the parties hereto and their respective heirs, legal representatives,
successors and such permitted assigns, any rights or remedies under or by
reason of this Agreement.

11. HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.

12. SEVERABILITY. Any provision of this Agreement which is held by a
court of competent jurisdiction to be prohibited or unenforceable in any
jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

IN WITNESS WHEREOF, this Agreement has been executed and delivered
by the parties hereto as of the date first above written.

NAVIDEC, INC.

By:
--------------------------------
Ralph Armijo, President

HOLDER:

JOSEPH CHARLES & ASSOCIATES, INC.

By:
---------------------------------

<PAGE>

INDEPENDENT AUDITOR'S CONSENT

We consent to the use of our reports dated October 4, 1996 accompanying the
financial statements of NAVIDEC, Inc. and Interactive Planet, Inc. included in
the 1st Amendment to the Form SB-2 Registration Statement of NAVIDEC, Inc. and
to the use of our name and the statements with respect to us, as appearing under
the heading "Experts" in the Registration Statement.

HEIN + ASSOCIATES LLP

Denver, Colorado
November 6, 1996