BROWSESAFE COM INC, 10SB12G/A, 2000-01-11

BROWSESAFE COM INC
10SB12G/A, 2000-01-11
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10SB/A

AMENDMENT NO. 1
TO

GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS Under Section
12(b) or (g) of The Securities Exchange Act of 1934

BROWSESAFE.COM, INC.
----------------------------------------------
(Name of Small Business Issuer in its charter)

Nevada 35-2090110
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

335 West 9th Street, Suite 100, Indianapolis, Indiana 46202-3003
----------------------------------------------------- ----------
(Address of principal executive offices) Zip Code

Issuer's telephone number (317) 633-6656

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, par value $0.001

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BROWSESSAFE.COM, INC.
FORM 10-SB

Table of Contents

PART I................................................................... 1

Description of Business............................................. 1

Description of Property............................................. 12

Directors, Executive Officers and Significant Employees............. 16

Remuneration of Directors and Officers.............................. 19

Security Ownership of Management and Certain Securityholders........ 20

Interest of Management and Others in Certain Transactions........... 22

Description of Securities........................................... 23

PART II.................................................................. 24

Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters................................ 24

Legal Proceedings................................................... 25

Changes in and Disagreements with Accountants....................... 25

Recent Sales of Unregistered Securities............................. 26

Indemnification of Directors and Officers........................... 28

PART F/S: Financial Statements.......................................... 30

PART III................................................................. 45

Index and Description of Exhibits................................... 45

SIGNATURES............................................................... 46

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PART I

The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.

ITEM 6. DESCRIPTION OF BUSINESS.

Products and Services.

BrowseSafe is a web content review Company whose web program tool is
called "PlanetGood". PlanetGood is not a filter or blocker. The families,
schools and businesses using PlanetGood will be afforded Internet safety while
still having the freedom to choose the content they determine is appropriate for
themselves and their children. PlanetGood is a browsing device that includes a
world-wide site submission and review process and offers continual updating for
its users.

PlanetGood offers several levels or modes of protection when viewing the
Internet: (1) a mode called "PlanetWow" designed to direct children 10 and under
to educational and fun web sites; (2) a level called "PlanetCool" to direct
teens aged 11 to 16 to sites appropriate for teens; and (3) a level called
"PlanetHome" that allows adults to reach sites consistent with adult interests.

PlanetGood compliments or replaces existing browsers, such as Microsoft
Internet Explorer or Netscape Navigator, with a PlanetGood customized version of
these browsers. PlanetGood installs a client-side program called PlanetGood
Stealth which can be customized by the parent (or teacher, system administrator,
librarian) and it runs transparently on the personal computer. The Stealth
program empowers the parent to allow or disallow non-protected browsers, chat
programs and audio or video utilities and has a selectable parental bypass
feature. PlanetGood can also be installed in networked environments.

Once installed on a personal computer or in a networked environment, the
user is prompted to type in their personalized user name and password and is
directed to the PlanetGood's server-side technology. This technology allows
parents the flexibility to customize the Internet sites available to each member
of the family, depending upon their personal preferences and the ages of their
children. Parents are empowered to choose the web content by selecting browsing
variables for each member of their family. They also benefit from parental
controls such as "site preview" and "site over-ride" so they can further
customize the content and time frames for their children to view individual web
sites.

Each site which is available on PlanetGood is personally reviewed by
BrowseSafe's trained staff. A basic principle which governs BrowseSafe is that
the site review system is the only process that can insure accuracy. An
illustration of this feature is the area of nudity and sexual language. On the
web, these topics are seen in many forms and technology alone cannot decipher
the vast differences that may occur between a pornographic site, a photography
studio site containing nude pictures, a medical sexual anatomy site, a 16th
century art site containing nude paintings, a medical site containing sexually
related

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diagrams, a lingerie and intimate apparel site or sites that simply discuss
mature sexual language in an explicit way without any graphics or pictures
whatsoever. The only reliable way to properly analyze these diverse sites is
through human review. Further, without human review, there is no other accurate
way to segment a site so that parents can allow access to certain areas of a
site but restrict access to other areas of the site that they deem to be
inappropriate.

During the review process, each site is given a topic and, if
applicable, may also be assigned a combination of any of the following
characteristics: Alcohol, Alternative Lifestyles, Art - Nudity, Chat, Extreme
Beach / Intimate Apparel, Firearms and Hunting, Gambling, Games, Illegal Drugs,
Jokes & Humor, Mature Sexual Language, Mature Subject Matter, Medical Anatomy,
Medical Terminology - Sexual, Message Boards, Music, New Age / Eastern
Religions, News, Occult, Ordering on-line, Paranormal, Personal Web Pages,
Pop-Culture, Profanity - Excessive, Profanity - Mild, Reviews & Critiques,
Science-Fiction, Search Engine, Sports, Television & Movies, Tobacco, Video or
Audio, Violence - Mild, Violence - Moderate and Violence - Excessive.

For a web site to be accessible to any PlanetWow or PlanetCool account,
the site must have been reviewed and assigned a topic and, if appropriate,
applicable characteristics. If a PlanetWow or PlanetCool user wants to go to a
site that has not been reviewed, they can immediately submit the site for review
or the parent can preview the site to determine whether to allow access by a
child until the site has been reviewed by the BrowseSafe reviewer. Users of
PlanetHome may opt for the same level of security as either PlanetWow or
PlanetCool. In the alternative, the parent may utilize "Free Roam Browsing" or
choose to bypass the PlanetGood system altogether.

In order to stay ahead of demand, the Company has a review capacity of
9,000 sites per week as of November, 1999, with a goal of 15,000 by the first
quarter of 2000. In order to grow to this capacity, the Company intends to
double the size of its site review team.

In addition, BrowseSafe is developing a fourth product that is currently
a pilot program scheduled for full release in the first quarter of 2000 under
the name "PlanetGood Enterprise". This business productivity tool will be
functionally different than BrowseSafe's home product, however, it can be
customized by each business to give an unlimited number of employees
predetermined safe access to the Internet. PlanetGood Enterprise will have full
reporting capabilities by individual employee and will be easily managed by the
business owner or system administrator.

Employees and Training.

As of November, 1999, BrowseSafe has 9 full-time employees, including
executive officers. It also has 6 part-time employees and 26 outside sales
representatives. The Company does not have any agreements with labor unions, and
experiences a low turnover rate among its employees and independent contractors.
All of the employees are required to complete in-house training programs which
include an orientation, review of standard

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operating procedures manual, seminars in updated and new techniques and
information and regular performance reviews.

The review staff is provided with an initial intensive training program
that consists of an overview of the Company, its policies, products and the
basic technology, including topics and characteristics training. Reviewers must
then complete several rigorous training sessions interacting with BrowseSafe's
proprietary technology and incorporating the human interaction necessary to
provide accuracy in the content review process.

During and after completion of training, each reviewer is monitored by
and in contact with their site review manager. New reviewers are evaluated by
managers and based on their level of competency, may receive more
responsibilities in the review process. The most efficient and competent
reviewers may move on to become site review managers and take on the added tasks
that are required by the site review manager's job description. Site reviewers
are regularly monitored for accuracy and further training is assigned as
warranted.

Competition.

The Company under its business plan, which was completed in September,
1999, will be competing for a share of the Internet safety browser business
dominated presently by a number of large, full-service organizations. The
principal competitors include Cyber Patrol, Cyber Sitter, Net Nanny and Surf
Watch. Most Internet filters merely provide a list of prohibited web sites and
are weakened by changes in the Internet and by clever users who learn how to
circumvent them. PlanetGood provides a positive list of sites that have been
reviewed for content and are updated on BrowseSafe servers for all users to
freely access. Every web site viewable through "PlanetGood" has been viewed and
characterized for content by the Company's staff review team - sites are not
determined to be "good" or "bad", they are simply reviewed objectively for the
content actually contained on the site.

Business Development.

BrowseSafe, LLC was formed as an Indiana limited liability company in
the first quarter of 1998 in Indianapolis, Indiana, as a result of a growing
demand by families and businesses for a safe Internet browser. On July 28, 1998,
BrowseSafe.com, Inc. was incorporated as a Nevada corporation but conducted no
operations and had no assets until May, 1999.

In contemplation of a share exchange with Motioncast Television
Corporation of America described below, BrowseSafe, LLC and BrowseSafe.com, Inc.
entered into an Asset & Liability Contribution Agreement in May, 1999. The other
parties to the Asset & Liability Contribution Agreement were Minati Financial,
Inc., Torquay Holdings, Ltd.,Vista Financial Corp., El Coyote Capital Corp.,
Jupiter Financial Services, Inc., Kyline Investment Corp., Chariot Group, Ltd.,
Sid-Barney, Inc., Sterling Overseas Investments SA, Albury Capital Corp.,
Eivissa Capital Corp., Hemisphere & Associates, Ltd., Barisal Capital
Corporation and Fergus Capital Corporation (collectively the "Funding Group").

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Pursuant to the Asset & Liability Contribution Agreement, the Funding
Group agreed to contribute or cause to be contributed the following funds to
BrowseSafe.com, Inc.

a) $27,380 upon execution of the Agreement;
b) $300,000 on or before June 10, 1999; and
c) $1,500,000 not later than November 30, 1999.

In exchange, BrowseSafe.com, Inc. agreed to issue 2,738,000 shares of its common
stock to the Funding Group. In addition, BrowseSafe, LLC agreed to contribute
all of its assets and liabilities, including its intellectual property to
BrowseSafe.com, Inc. in exchange for 11,200,000 shares of its common stock. For
accounting purposes BrowseSafe LLC was treated as the acquirer. All transferred
assets and liabilities were recorded at their historical cost.

The primary business reasons for the Asset and Liability Contribution
Agreement were: 1) to raise additional funds for the operation of the business;
and 2) to contribute all assets to an entity that could then be merged into a
corporation whose stock was listed on the OTC Bulletin Board (a limited
liability company could not be merged into a corporation). At the time of the
execution of the Asset and Liability Contribution Agreement it was contemplated
that the merger candidate would be Motioncast Television Corporation of America.

Effective as of June 24, 1999, BrowseSafe.com, Inc. and its
shareholders, BrowseSafe, LLC and the Funding Group, entered into a Share
Exchange Agreement with Motioncast. Motioncast was a Nevada corporation
incorporated on June 8, 1990, whose stock was listed on the OTC Bulletin Board
under the trading symbol MCTV. As of the date of the share exchange, Motioncast
had no operations, had assets consisting of only of cash and had minimal
liabilities. Motioncast was considered a development stage company.

The Share Exchange Agreement provided that 13,938,000 shares of the
common stock of BrowseSafe.com, Inc. would be exchanged for 13,938,000 shares of
the common stock of Motioncast. Also, 36,838 shares of the common stock of
Motioncast were also to be issued to the Funding Group. In addition, the Share
Exchange provided for: a) representations and warranties by BrowseSafe.com, Inc.
and Motioncast, which representations and warranties were typical of
transactions of this nature; b) an indemnity agreement by BrowseSafe.com, Inc
and Motioncast; and c)conditions precedent to the exchange all of which were
satisfied prior to the closing.

On the date of the share exchange, certain members of the Funding Group
were also shareholders of Motioncast. The Company has identified the following
entities that were both members and shareholders: Barisal Capital Corp. (owned
100,000 shares of Motioncast), Eivissa Capital Corp. (owned 100,000 shares of
Motioncast), Fergus Capital Corp. (owned 100,000 shares of Motioncast) and
Albury Capital Corp. (owned 100,000 shares of Motioncast). It is the Company's
understanding that the Funding Group had direct or indirect control of
Motioncast prior to the date the Share Exchange Agreement was executed.

As a result of the share exchange, BrowseSafe.com, Inc. became a wholly
owned subsidiary of Motioncast. Motioncast changed its name to BrowseSafe.com,
Inc. and changed its trading symbol to PGPG. BrowseSafe.com, Inc. changed its
name to BrowseSafe Technology, Inc. As of November, 1999, all operations are
conducted in BrowseSafe Technology, Inc. For financial statement purposes,
BrowseSafe Technology, Inc. is considered the acquiring Company and the merger
is treated as a "reverse acquisition". Pursuant to this accounting treatment,
BrowseSafe Technology, Inc. is deemed to have issued stock for the acquisition
of Motioncast.

Pursuant to the Asset & Liability Contribution Agreement and the Share
Exchange Agreement, the Funding Group was obligated to contribute $300,000 to
BrowseSafe.com, Inc. within ten business days of the closing of the share
exchange ($600,000 of total funding). Upon receipt of the $300,000,
BrowseSafe.com was to issue an additional 83,162 shares to the Funding Group. To
date, the Funding Group has contributed only approximately $100,000 of the
required $300,000. In addition, the Funding Group was obligated to cause
BrowseSafe.com, Inc. to receive at least $1,500,000 of proceeds from the sale of
common stock no later than November 30, 1999. The Funding Group has also failed
to complete this obligation.

In connection with the share exchange, BrowseSafe.com, Inc. was obligated to
issue 36,838 shares of its common stock to the Funding Group. These shares were
to be issued in exchange for the receipt of $82,620 in cash and the cancellation
of $50,000 in promissory notes for funding previously provided by the Funding
Group.

Due to the failure of the Funding Group to provide the full amount of the
funding required under the agreements, BrowseSafe.com has not issued the 120,000
(83,162 + 36,838) shares to the Funding Group. BrowseSafe.com, Inc. has advised
all members of the Funding Group in writing that they are in breach of the Share
Exchange Agreement and the Asset & Liability Contribution Agreement and has
provided them an opportunity to remedy the breach. BrowseSafe.com, Inc. has not
yet received any written response from the members of the Funding Group. At the
present time, BrowseSafe.com, Inc. has not determined what, if any, action it
will take against the members of the Funding Group as a result of their breach
of the agreements.

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Plan of Operation.

The Company is a development stage company, has yet to generate any
material revenues and is seeking additional capital through an investment
capital company and other sources.

BrowseSafe, LLC, BrowseSafe.com, Inc. and the Funding Group entered into
an Asset & Liability Contribution Agreement in May, 1999. Pursuant to the Asset
& Liability Contribution Agreement, the Funding Group agreed to contribute or
cause to be contributed the following funds to BrowseSafe.com, Inc.

a) $27,380 upon execution of the Agreement;
b) $300,000 on or before June 10, 1999; and
c) $1,500,000 not later than November 30, 1999.

The Company and its predecessor, BrowseSafe, LLC, have obtained equity
and debt financing of approximately $895,000 since its inception. The Company
has invested approximately $28,000 in purchased equipment and has entered into
operating leases for equipment that has a cost of approximately $120,000. The
Company has also invested $487,000 in research and development (including an
estimated $230,000 of costs that were incurred in the development of software.
The Company has entered into a royalty agreement with the vendor who performed
these services). The Company has also invested $173,000 in marketing and
advertising expenses and approximately $650,000 on general administration and
overhead. The Company has access to approximately $85,000 in cash for operating
capital in the form of loans from its executive officers.

As of November, 1999, the Company estimated that its cash requirements
at its then rate of operations would require cash of approximately $750,000 to
continue operations for an estimated four to six month period. On December 6,
1999, the Company sold under Rule 504 of Regulation D of the Securities Act of
1933 a Series A Senior Subordinated Convertible Redeemable Debenture in a
principal face amount not to exceed $750,000 to a single accredited investor.
The terms of the debenture allow the investor to fund the debenture through
periodic payments to the Company; however, all terms of the debenture, including
interest rate, conversion provisions and maturity date, are set and are not
subject to negotiation. An initial funding of $100,000 was required in
connection with the closing on the debenture; however, future funding is
discretionary by the investor. The debenture bears interest at 8% per annum and
has a maturity date of December 6, 2001 at which time any outstanding principal
and unpaid interest is due in full.

The debenture provides for the conversion of the outstanding principal
and interest into common stock at a conversion price equal to 75% of the average
lowest closing bid price of the common stock as reported on the OTC Bulletin
Board for the three consecutive trading days immediately preceding the receipt
of a notice of conversion by the Company. At the time the investor exercises its
conversion option, no new or additional consideration is required. There are
also provisions that allow the registrant to terminate funding of the debenture
prior to the date the registrant becomes a reporting company and require that
all conversions of outstanding principal to common stock must occur prior to the
date of funding termination. As of December 30, 1999, the investor had funded
$200,000 of the debenture and had converted all of this amount into 1,537,346
shares of common stock under the terms of the debenture. The Company anticipates
that the investor will continue to fund the debenture until it is fully funded
or until the Company becomes a reporting company, whichever occurs first. The
Company will record as interest expense the amount arising from the beneficial
conversion feature contained in the debenture. As of December 31, 1999, the
discount was approximately $66,000.

Over the next 12 months, the Company plans to conduct a public offering
of up to $10,000,000 under the Securities Act of 1933. Discussions are still in
the preliminary stages relating to such an offering. It will use the proceeds to
repay indebtedness, expand marketing, add to working capital and build
additional infrastructure.

The Company's short and long term capital requirements will depend upon
many factors, including acquisition of adequate funding, the rate of market
acceptance of the Company's products, the level of resources required to expand
the Company's marketing and sales organization and other factors, some of which
may be beyond the Company's control. A slower than expected rate of acceptance
of the Company's products or lower than expected revenues generated from the
sale of the products and other costs associated with upgrading the Company's
equipment would materially adversely affect the Company's liquidity. The
Independent Auditor's Report dated October 8, 1999, and prepared by Katz Sapper
& Miller, LLP contained an explanatory paragraph regarding the Company's ability
to continue as a going concern. The Company is in preliminary discussions with a
variety of sources in regards to providing additional funding to the Company and
believes it will obtain adequate funding to continue as a going concern. At the
present time, however, the Company has no other commitments for financing, and
there can be no assurances that any such additional financing will be available
in a timely manner, or, if available, will be on terms acceptable to the
Company.

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Assuming it can obtain the necessary funding, the Company anticipates
incurring additional research and development costs estimated at $375,000 over
the next the 12 months of operations for such items as computer programming and
web design. As of November, 1999, the Company uses outside vendors for a
substantial portion of its computer programming and web design. The Company
expects to bring more of these services in-house where efficiencies and savings
can be expected. Updating and maintaining its web design is critical to attract
users and potential advertisers to the BrowseSafe web site. In addition, one of
the by-products of the BrowseSafe business is the accumulation of an extensive
web site content database. The Company intends to investigate the commercial
value of such data to a variety of businesses.

Equipment expenses over the next 12 months are estimated at $600,000 and
will be largely related to acquiring additional servers and increasing
bandwidth. These expenses are necessary to service the volume of users within
the Company's telecommunications and server infrastructure. These expenses also
encompass wiring, routers, load balancing and back-ups, including costs to
maintain the servers, databases, tables of customer information, phone equipment
and support for web sites.

Over the next 12 months, BrowseSafe expects to add 20 full-time
employees to support technology, sales and service and marketing. The Company
also plans to hire managers in several key areas of the organization. In
addition, 35 to 40 part-time employees will be hired to support the web content
and review process.

Intellectual Property.

BrowseSafe.com, Inc. or its wholly owned subsidiary, BrowseSafe
Technology, Inc., own all of the intellectual property assets utilized in the
business of BrowseSafe. These assets include the copyrights in existing versions
of "PlanetGood" browser software and technical manuals as well as marks
associated with BrowseSafe products and services. Applications for trademark or
service mark registration of the name "BrowseSafe" (in stylized lettering) and
the marks "PLANET GOOD," "PLANETWOW," "PLANETCOOL" AND "PLANETHOME" (all in
typed form) were filed in 1998 by BrowseSafe's predecessor-in-interest,
BrowseSafe, LLC. A registration has been issued on the Principal Register for
"PLANET GOOD" as a trademark for computer software (Reg. No. 2,288,288, dated
October 19, 1999); the four other applications remain pending.

BrowseSafe also uses two composite design marks (logos) in connection
with its products and services, neither of which is presently the subject of a
United States registration or registration application. One of these logos
incorporates the name "BrowseSafe.com" and a depiction of the Earth; the other
features the letters "PG" in a block design and is associated with the
"PlanetGood" software product.

Use of BrowseSafe's software by end-users is subject to the terms and
conditions of a license agreement which accompanies distributed copies of the
software. There are no patents or patent applications relating to BrowseSafe's
products or services.

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Marketing.

BrowseSafe's browser PlanetGood has been in development for more than
two years and as of November, 1999, is being shipped to various markets.
BrowseSafe launched the product in September of 1999 and began selling the
product primarily to customers through Internet service providers and directly
under its private label program.

The marketing plan as adopted by the Company concentrates on public and
private schools, libraries, retail, business and other organizations. The
Company has divided these target markets into primary, secondary and tertiary
groups which allows it to tailor its marketing approach.

The primary markets identified by the Company are:

Internet Service Providers (ISP)

Key ISP's around the country will be solicited by the Company to
implement a three-month marketing plan designed specifically for their market.
The campaign will consist of materials to introduce the ISP's customers to
PlanetGood (e-mail, print ads, direct mail, etc.), materials for their web site
(FAQ's, online demo, downloadable product, etc.) and a local public relations
campaign.

There are estimated by Jupiter Research, an internet research Company,
to be over 6,000 ISP's nationwide, serving over approximately 15,000,000 non-AOL
Internet customers (an estimated $540,000,000 potential market). Many small to
medium sized ISP's are struggling to be profitable while offering a $19.95
unlimited usage plan. BrowseSafe's plan will be to offer through ISP's a
value-added program to their current and future customers for an additional fee
added to customers' monthly bills. This fee will be divided between the ISP and
BrowseSafe. BrowseSafe will provide all of the marketing materials and will
provide the customized ISP's with public relations support to show them how to
promote the BrowseSafe products.

Direct Sales over the Internet

The Company anticipates that this area has great potential as the US
population becomes accustomed to purchasing goods and services on the Internet.
By selling PlanetGood on the Internet, the market expands from a national to an
international audience.

Private Label

The BrowseSafe label program has been designed to be used as a
fundraising tool for churches and community service organizations, a source of
additional revenue for web site owners and an alternative business model for
non-Internet companies. By affiliating with certain nonprofit organizations, the
Company can provide a fund-raising

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mechanism for groups that have loyal followings. By delivering a message about
PlanetGood and BrowseSafe through an organization, BrowseSafe can gain
acceptance with an audience in part due to its association with the
organization. The private label program will also give the Company a presence
over the web by allowing web site owners the ability to resell PlanetGood and
receive a residual monthly income from that sale.

Retail Market

The Company will focus its initial marketing and sales efforts on
general retail, certain markets within computer retail and Christian retail
segments because these markets allow the Company access to customers who fit a
target demographic profile without requiring the Company to buy shelf space or
pay advertising fees.

General Retail

The Company believes that there are millions of homes that own a
computer but do not have Internet access. The Company also believes that
a primary reasons given for not being connected to the Internet is the
issue of on-line predators. Through groundwork already laid and a public
relations campaign designed for retailers, BrowseSafe plans to enter
into agreements to allow it the opportunity to position PlanetGood in
retail outlets. A visual presence on the shelves of retailers will
expose PlanetGood to a large volume of potential new customers.

Computer Retail

To enter into the computer retail market the Company is pursuing
a professional computer sales representation firm with 24 local and
regional representatives to position its product on the shelves of the
independent computer software retailers. This effort encompasses the
major national chains. A presence in this market is expected to enhance
the position of the Company's product nationwide.

Christian Retail

The Company has entered into an agreement with Riverside Book &
Bible House, Incorporated d/b/a Riverside Distribution & Fulfillment
Services, a distributor which specializes in selling products to the
Christian retail market. Through this organization, the Company's
products will be sold to Christian stores allowing strategic product
positioning. This retail segment is a natural market for PlanetGood as
the demographics suggest a strong family orientation.

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The secondary markets are:

Business

This area has great potential since currently many businesses using the
Internet allow employees access to the Internet either directly or through a
network. The business owner or its system administrator will be able to
customize the PlanetGood Enterprise to allow employees only into areas and sites
that are most productive for the Company. Efficiencies can be gained by the
Company since employees will not be able to spend time in non-work related
sites.

Cable Companies

As technology continues to improve, new methods of Internet access are
becoming available. One of these new avenues is the cable modem through which
cable companies can provide Internet access utilizing television cable that has
already been installed into customers' homes. Depending upon the acceptance by
consumers and marketing efforts by cable companies, this niche could grow
significantly over the next year. BrowseSafe plans to offer the same programs to
cable companies as it does to traditional ISP's.

Schools

Schools are an important area of focus because of the concern for safety
by parents and educators and their desire to offer children a positive
educational experience when browsing the Internet. Schools will be approached
with two options: The first will be the opportunity to purchase PlanetGood for
use in the classrooms. The second will be to use the fund raising program to
generate additional revenues for the school. The Company has targeted schools as
a secondary market only because there is generally a generally a time line for
decision-making and budgeting.

According to information provided by the U.S. Department of Education
for the school year 1999-2000, there are estimated over 80,000 public elementary
and secondary schools and over 26,000 private elementary and secondary schools
in the U.S. The Department of Education reports that over 95% of these 106,000
schools have computers, but less than 50% of the schools and 15% of the
computers are connected to the Internet. In the 26,000 private schools in the
U.S., there are over 626,000 computers with less than 9% of those computers
connected to the Internet. A main concern of schools without Internet
connections is exposure to unwanted or inappropriate information and sites.

Libraries

Like schools, libraries are an important area of focus because of the
concern for safety by parents and educators. PlanetGood is a suitable tool for
libraries since it is not a "one size fits all" product. BrowseSafe's
classification of web site content will permit

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the library to select the type of content for its internet access as it selects
for the books it has on its shelves.

Market OEM (Original Equipment Manufacture)

This market segment is made up of computer and parts manufacturers. By
bundling PlanetGood within new computers, users will be able to install
PlanetGood with the initial setup of the computer.

Telecommunications Companies

The telecommunications industry has recently begun to focus on the
Internet as a mean to gain new customers and keep current customers. Depending
upon the acceptance by consumers and marketing effort from the
telecommunications companies, this niche appears to be a growth area over the
next years. BrowseSafe plans to offer the same programs to these companies as it
does to traditional ISP's.

The tertiary markets are:

Advertising Sales

The Company intends to pursue the sale of advertising space on
PlanetWow, PlanetCool and PlanetHome web pages. Advertisers pay a premium for
search words so that their ad is displayed to people looking for their product
or service. BrowseSafe will be able to provide a better alternative because each
of the sites is age specific. This offers the Company the opportunity to achieve
a better target audience for a given advertiser.

e-Commerce

As Internet sales continue to grow, BrowseSafe plans to offer special
products and services to its customer base through direct marketing as well as
through an online store. This area of expansion is still in the planning stages.

Market Research Information

The list of reviewed web sites in combination with the characteristics
that describe their content will be a valuable marketing tool for marketers
around the world. The sales of segments of this list can provide an additional
revenue stream for the Company in the future.

Year 2000 Compliance.

The Year 2000 problem is the inability of some software, hardware and
systems to determine the correct century. For example, software with
date-sensitive functions that are not Year 2000 compliant may not be able to
determine whether "00" means 1900 or 2000, which may result in computer failures
or the failure of the computer to produce accurate

10
<PAGE>

information. The Company's cash flow could be adversely affected if its computer
systems, those of its clients and third party suppliers are not Year 2000
compliant.

The Company has made an assessment of the Year 2000 readiness of its
internal software and hardware systems. Its assessment plan included:

o contacting third party vendors from whom the Company purchases or
licenses its hardware, software, services and supplies;

o assessing repair, upgrade or replacement requirements and
implementing repair, software patches, upgrade or replacement;

o testing certain internal and third party, hardware, software and
systems; and

o contacting certain customers.

Since most of BrowseSafe's hardware is new, it already meets Year 2000
compliant and leap-year compliant standards. Based on the results of this
assessment, the Company recently upgraded its computer systems and has
determined that its software, hardware and computer systems are Year 2000
compliant. In 1999, the Company spent approximately $4,000 to upgrade its
computer systems. These expenses were related to time spent by employees and
consultants in the evaluation process as well as any needed repair, upgrade or
replacement.

The Company has also verified that their suppliers are Year 2000
compliant. If certain suppliers are not Year 2000 compliant, it could result in:

o a decrease in net revenues;

o an increase in the allocation of resources to address Year 2000
problems; and

o an increase in litigation costs as a result of the failure of
certain customers to pay the Company or suppliers to provide
services on a timely basis.

Furthermore, the purchasing patterns of certain customers may be
affected by Year 2000 issues as companies expend significant resources to
correct their current systems. These expenditures may result in reduced funds
available for the services and products the Company provides its customers which
could materially and adversely harm its business condition and future results of
operations.

The Company is not aware of any Year 2000 compliance problems relating
to its systems that would have a material adverse effect on its business,
results of operations, or financial condition.

Software for Servers.

All servers are using Windows NT 4.01 with Service Pack 4 and the Y2K
Update applied. SQL Server 7.0 and Netscape Proxy Server 3.5 both products are
Y2K compliant. SQL Server 7.0 (English) - Win NT

11
<PAGE>

BrowseSafe Hosting Facility.

Exodus Communications, Inc., BrowseSafe's server hosting facility, has
advised BrowseSafe that it has put into place a comprehensive Year 2000 Risk
Management initiative that is appropriately funded, staffed and managed. In
addition, Exodus has advised the Company that it has established a Year 2000
Oversight Committee to manage its worldwide operations for the transition into
the next millennium. This team is chartered to manage successful completion of
Year 2000 readiness for Exodus' mission critical business processes, internal
systems, facilities and equipment.

BrowseSafe Internal Operations.

All of the computers at BrowseSafe.com have been tested based on the
NSTL Compliance test and have passed. Along with taking this precaution, the
Company has also taken the appropriate measures in making sure that all systems
will have either Windows 98 (Second Edition or the proper Y2K patches) or
Windows NT (2000 or NT 4.0 with Service Pack 5) operating systems. The Company
has taken the same measures with all other software being used within the
BrowseSafe.com architecture.

BrowseSafe Telecommunications.

T1 From SAVVIS

Testing - SAVVIS has tested all of the hardware, software, data
interfaces and facilities referred to above and has determined that
substantially all of the above are Year 2000 compliant. To the extent that such
testing has revealed instances where Year 2000 compliance is lacking, SAVVIS has
undertaken to identify the problem and has scheduled an implementation plan to
ensure timely Year 2000 compliance.

Phone System from TeleComm Industries.

COMDIAL phone system is in place and is Y2K compliant.

ITEM 7. DESCRIPTION OF PROPERTY

Office Space

Effective September 1, 1998, the Company began leasing 1,255 square feet
of office space in downtown Indianapolis, Indiana, from B. B. Kirkbride. The
principal owner of Kirkbride, J. Marshall Gage, is also a director and vice
president of BrowseSafe. The Company obtained the space at $10 per square foot
which is slightly below prevalent market rental rates of $12 to $18 per square
foot for comparable Class B office space in downtown Indianapolis. The lease was
for one year with renewal and expansion options.

The Company believes that this space will provide adequate office and
working space for the technical and administrative needs of the Company for the
immediate future. Long-range future growth can be accommodated by leasing
additional space nearby.

12
<PAGE>

Equipment

BrowseSafe leases most of its computer system from two principal
computer leasing companies upon terms which are generally commercially
available. The system includes the following:

Database Servers
Compaq ProLiant 5500 R
Processors = 4 (500 MHz Pentium III XEON) RAM = 1.2 GIG HD = 3
(9.1 GIG drives in a RAID Configuration) Redundant Power Supplies
Windows NT Server BrowseSafe Proprietary Software

Proxy Servers
Compaq ProLiant 5500 R
Processors = 2 (500 MHz Pentium III XEON) upgradeable to a total
of 4 processors RAM = 756 MB HD = 3 (9.1 GIG drives in a RAID
Configuration) Redundant Power Supplies Windows NT Server
BrowseSafe Proprietary Software

Information Servers
Compaq ProLiant 5500 R
Processors = 2 (500 MHz Pentium III XEON) upgradeable to a total
of 4 processors RAM = 512 MB of RAM HD = 3 (9.1 GIG drives in a
RAID Configuration) Redundant Power Supplies Windows NT Server
BrowseSafe Proprietary Software

Email Servers
Compaq Proliant 1850 R
Processors = 1 (450 MHz Pentium II XEON) RAM = 256 MB HD = 3 (4.1
GIG SCSI drives in a RAID Configuration) Compaq 20/40 GIG DLT
Drive
NIC = 10/100 MB
Redundant Power Supplies
Windows NT Server
BrowseSafe Proprietary Software

13
<PAGE>

Internet Robot or Spider Servers
Compaq Proliant 1850 R
Processors = 1 (450 MHz Pentium II XEON) RAM = 256 MB HD = 3 (4.1
GIG SCSI drives in a RAID Configuration) Compaq 20/40 GIG DLT
Drive
NIC = 10/100 MB
Windows NT Server 4.0
BrowseSafe Proprietary Software

Internal Operation Servers
Compaq Proliant 1850 R
Processors = 2 (450 MHz Pentium II XEON) RAM = 256 MB HD = 3 (4.1
GIG SCSI drives in a RAID Configuration)
NIC = 10/100 MB
Windows NT Server 4.0
Goldmine Version 4.0 (5 Client License)
Visual Sourcesafe 6.0
BrowseSafe Proprietary Software

BrowseSafe also maintains three separate in-house programming test
environments which emulate the proprietary software that it uses for its
PlanetGood service. This includes both client-side and server-side emulations.
Beyond this, BrowseSafe also owns personal computer equipment, routers and hubs
for its internal operations and infrastructure.

Redundancy.

The system has been designed so that the Company will have enough
hardware to handle double the number of current customers. If loss of a server
occurs, the other servers compensate for the unit that is down until the
disabled server is back online. In addition to having redundant server
architecture, each server has redundant power supplies with the RAID
configuration of hard drives. The Raid configuration allows for multiple drives
to fail in each server without the loss of data or functionality.

Exodus Communications, Inc.

BrowseSafe also has a maintenance/operation agreement for its servers
from Exodus Communications,Inc. This Internet data facility is located on one of
the main Internet backbones and offers scalability, reliability and
manageability to run the Company's web applications. Exodus manages Internet web
sites and network infrastructure from Internet data centers located in various
major cities. The Exodus agreement is a one year agreement with monthly payments
ranging from $4,100 to $4,350 per month. This amount may increase as the Company
determines the need to expand the number of servers and/or increase the
telecommunications bandwidth necessary to facilitate its customer base. All
amounts paid to Exodus are immediately expensed by the Company. This
relationship ensures that BrowseSafe customers are given access to an Internet
network with the monitoring and security as detailed below:

14
<PAGE>

The Network
o OC-12c network architecture provides global network connectivity to
businesses worldwide.
o High-bandwidth capacity available in a variety of options ensures speed
and performance for crucial Internet applications.
o The Exodus network can sustain over 3 Gbps of traffic to the Internet so
you can make sure your Web communications keep up with elevated Internet
traffic.
o Transmit data through shortest available paths thanks to an
industry-leading combination of public and private peering
relationships.
o While ISPs commonly oversubscribe their networks by nearly four times
their capacities, the Exodus network is designed for unanticipated
spikes in demand. This means our network is managed to have excess
capacity when needed.
o Exodus uses redundant fiber paths to prevent any single point of failure
in the Exodus backbone.

Services and Monitoring
o 24 x 7 service and monitoring
o Secure private state-of-the-art Internet Data Center facilities o URL
Monitoring checks URL for appropriate response times and pings your Web
server application for status verification.
o Complete access and routes to all peers
o Usage based bandwidth services with reporting of bandwidth usage
o Bandwidth allocation changes made within minutes
o Tape and media management

Security
o Biometric key-lock doors
o Alarm systems
o Video surveillance cameras
o Air vents
o Motion and temperature sensors
o Locked-down floor tiles
o Windows with horizontal privacy blinds
o Dedicated services for power, lighting and fire suppression
o Dedicated, shielded connections to the Exodus network

Exodus is experienced at hosting these prominent companies.
o GeoCities
o Hewlett-Packard
o Lycos
o MCI Worldcom
o Microsoft Hotmail

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<PAGE>

o MSNBC
o Oracle
o USA Today
o Yahoo

ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The Company's directors and executive officers are as follows:

NAME AGE POSITION

Mark W. Smith 41 President/Chief Executive
Officer/Director
Ted P. O'Brien 33 Vice President of Sales and
Marketing/Director
Gregory P. Urbanski 46 Chief Financial Officer/Director
J. Marshall Gage 62 Vice President/Director
Keith W. Balderson 55 Director

Biographies of directors and executive officers are as follows:

President/CEO/Director
----------------------

Mark W. Smith, President, Chief Executive Officer and Director. Since
1986, Mr. Smith has worked as an independent computer and management
consultant for businesses throughout the Midwest. Since 1996, he served
as Director of Electronic Publishing for Kirkbride Technology, a
subsidiary of B.B. Kirkbride, a publisher of books and electronic media
located in Indianapolis, Indiana. Over the past decade, Mr. Smith has
overseen the development of nearly a dozen sophisticated computer
software programs to the marketplace. His expertise is in development
and oversight of database programs, Mr. Smith is one of the founders of
BrowseSafe. Mr. Smith is a graduate of Anderson University, 1980, with
degrees in Business Management and Marketing.

Vice President/Director
-----------------------

Ted P. O'Brien, Secretary, Vice President of Sales & Marketing and
Director. Since 1990, Mr. O'Brien has held management positions with
publishing and distribution companies including Director of Publishing
at B.B. Kirkbride, Director of Marketing for Riverside Distributors and
Director of Marketing and Publishing Activity at World Publishing. Mr.
O'Brien's prior experience is in the areas of sales management,
diversified marketing and planning, product development, distribution
and order fulfillment. Mr. O'Brien is a co-founder of BrowseSafe and is
responsible for planning, budgeting and implementation of sales and
marketing plans, sales and customer service supervision and strategic
planning. Mr. O'Brien received a Bachelor of Science degree in Marketing
and Business Administration from the University of South Dakota in 1998.

Chief Financial Officer/Director
--------------------------------

<PAGE>

Gregory P. Urbanski, Treasurer, Chief Financial Officer and Director.
Prior to co-founding BrowseSafe, Mr. Urbanski served as the controller
and operations manager with B.B Kirkbride, a publisher of books and
electronic media, for 15 years. His responsibilities with the Company
include day-to-day operations, purchasing, personnel and directing
financial and investor relations for the Company. Mr. Urbanski graduated
in 1975 with a Bachelor of Science Degree in Accounting from Butler
University in Indianapolis.

Vice President/Director
-----------------------

J. Marshall Gage, Vice President and Director. Mr. Gage is the CEO and
principal shareholder of B.B. Kirkbride, a publisher of books and
electronic media located in Indianapolis, Indiana. Mr. Gage has been
affiliated with Kirkbride for more than 35 years, beginning in customer
service and advancing through positions in credit management,
advertising and promotion, sales, treasurer, vice president and
ultimately becoming president of the organization. He has an in-depth
understanding of the publishing business and is well known in the
industry. He has served as a university trustee for Murray State
University, has sat on the boards of directors of several companies and
has served as chairman of numerous nonprofit associations. In 1960, Mr.
Gage graduated from Murray State University with a degree in Business
Administration.

Director
--------

Keith W. Balderson, Director. Mr. Balderson is the President of Next
Millennium Management Ltd. Next Millennium acts as a business consultant
to small and mid-size companies with emerging technology. Mr. Balderson
is also the President of Apogee Mineral, Inc., a public mining Company
that is traded on the Vancouver Stock Exchange and Condor Goldfields,
Inc., a public mining Company that is publicly traded on the Canadian
Dealers Network.

The other key employee is as follows:

Erik A. Hannemann, 27, Director of Information Technology. Mr.
Hannemann's expertise includes network development, implementation, and
administration. In addition to these skills he has also developed and
implemented database tools for business. The following are his areas of
expertise:

Technical Summary
Operating Systems: Database systems: Languages:
Windows 3.1 SQL Server 7.0 Visual Basic
Windows NT Microsoft Access VBScript
Windows 95 File Maker Pro Active Server
Windows 98 Pages
Windows 2000 HTML
DOS COBOL
Linux Borland Delphi

17
<PAGE>

Tools & utilities: Office Products:
Visual SourceSafe MicroSoft Excel
Visual InterDev MicroSoft Access
Microsoft MicroSoft
Information Server PowerPoint
PhotoShop Microsoft Query
CorelDraw Microsoft Word
GoldMine 4.0 WordPerfect/ Lotus
MicroSoft Proxy 123
Server
Netscape SuiteSpot
MicroSoft IEAK Kit
Netscape CCK

ADDITIONAL
TRAINING
o Created Animated
Movies Using
Flash 4.0
o Configured Cisco
Routers for a LAN
environment.
(Internet Access)
o Extensive
knowledge of
TCP/IP protocol.
o Setup and
Administered
Secure Web Sites

Mr. Hannemann leads a programming team that collectively have expertise in
the following areas:

Technical Summary of BrowseSafe's Programming Team
--------------------------------------------------

Operating Systems: Database systems: Languages:
Windows 95 Visual FoxPro Visual Basic
(3.0, 5.0) (3.0, 4.0, 5.0)
Windows 98 SQL Server 7.0 VBScript
Windows NT Sybase System 11 Active Server
Windows 3.1 Microsoft Access Pages
DOS (7.0) Javascript
UNIX limited FoxPro for DOS Paradox for
Novell 3.11, 4.0 (2.0, 2.5, 2.6) Windows (4.0,
LANtastic FoxPro for Windows 7.0)
(2.6) Paradox for DOS
Paradox (3.0, 4.0, 5.0)
IDMS Perl (Internet
Oracle CGI)
HTML
COBOL
Assembler
Borland C++
JCL
Borland Delphi
Tools & utilities: Office Products:
Visual SourceSafe Excel
(4.0)

18
<PAGE>

Crystal Reports Access
(3.0, 4.0, 5.0,
6.0)
Multi 3rd Party PowerPoint
Products Microsoft Query
Microsoft Word
Certifications

Microsoft Certified Professional Microsoft Certified Solution
Developer Certified Sybase Professional DBA Oracle Certified
Professional DBA Microsoft Visual Basic Microsoft Visual FoxPro
Microsoft Access Microsoft Windows 95 Architecture Sybase System
11 - SQL Microsoft SQL Server

At present, there are no committees of the board of directors. There are
no arrangements or understanding between any director and any other person
pursuant to which any person was elected or nominated as a director.

The Company's bylaws provide that the size of the board of directors
shall be between one and five members with the exact number within that range
determined from time to time by resolution of the board of directors. There are
presently five authorized positions as members of the board, none of which are
vacant. The five directors were appointed to the board in connection with the
closing of the share exchange effective as of June 24, 1999, to serve until the
next annual meeting of shareholders. The directors are elected by the
shareholders for one year terms. The Company anticipates expanding its board
when it has identified individuals who are prominent educators or have an
expertise in software development and other areas germane to the Company's
business.

ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS

For the two fiscal years ending December 31, 1997 and 1998, the Company,
which was then known as Motioncast Television Corporation of America, had no
operations and was considered a development stage company. During that period,
it paid no compensation to executive officers and directors. As of June, 1999,
the Company engaged in a share exchange with BrowseSafe.com, Inc. which resulted
in BrowseSafe.com, Inc becoming a wholly owned subsidiary of Motioncast.
Motioncast changed its name to BrowseSafe.com, Inc. and BrowseSafe.com, Inc.
changed its name to BrowseSafe Technology, Inc. As a

19
<PAGE>

result of the share exchange, the Company became an operating Company engaged in
the business activities described in this registration statement.

From inception to June, 1999, the BrowseSafe business was operated in
BrowseSafe, LLC, an Indiana limited liability company. The following table sets
forth certain information as to the Company's executive officers and directors
for the period ending December 31, 1998 and January 1, 1999 through September
30, 1999. Except as shown on the next table relating to Stock Options, no other
compensation was paid any such officers and directors.

LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
Name and Options Other
Principal Position Period Salary (Shares) Compensation
- --------------------- ------ ------ -------- ------------

Mark W. Smith 1998 $4,640 -0- -0-
Chief Executive 1/1/99-9/30/99 $49,958 -0- -0-
Officer

Ted P. O'Brien 4/3/98-12/31/98 $3,380 -0- -0-
Vice President 1/1/99-9/30/99 $39,600 -0- -0-
of Sales & Marketing

Gregory P. Urbanski 4/3/98-12/31/98 $1,250 -0- -0-
Chief Financial 1/1/99-9/30/99 $12,970 -0- -0-
Officer

J. Marshall Gage 4/3/98-12/31/98 $400 -0- -0-
Senior Vice 1/1/99-9/30/99 -0- -0- -0-
President

ITEM 10. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth, as of November 16, 1999 the beneficial
ownership of the Company's common stock by (i) all persons known by the Company
to beneficially own more than 5% of the Company's voting securities; (ii) each
executive officer and directors; and (iii) all executive officers and directors
as a group.

20
<PAGE>
Common Stock (1)

----------------------
% of
Name or Group Number of Shares Voting Securities
- ------------- ---------------- -----------------
Executive Officers
and Directors (2)

Mark W. Smith 4,474,400 27.055%
Ted P. O'Brien 2,237,200 13.528%
Gregory P. Urbanski 2,237,200 13.528%
J. Marshall Gage 2,237,200 13.528%
Officers and Directors 11,186,000 67.6398%
as a group (4 persons)

5% Shareholders (2)

BrowseSafe, LLC 11,186,400 67.6398%

(1) Based upon a total of 16,538,000 shares outstanding as of November 16,
1999. Stock issuable upon exercise of outstanding stock options,
warrants and/or convertible notes is shown on the table below.

(2) All of the shares beneficially owned by the Executive Officers and
Directors are held in the name of BrowseSafe, LLC, an Indiana limited
liability company, which is wholly owned by the Executive Officers and
Directors. Beneficial ownership of the shares is shown based upon the
ownership of BrowseSafe, LLC. Unless otherwise indicated, the business
address for the persons listed in the table is 335 West 9th Street,
Suite 100, Indianapolis, Indiana 46202-3003.

As of November 16, 1999, the Company adopted a stock option plan. The
Company may issue incentive stock options, as defined in the Internal Revenue
Code of 1986, or non-qualified stock options to purchase up to 3,000,000 shares
of common stock under the plan. The Company has issued stock options to purchase
an aggregate of 1,250,000 shares of common stock to its executive officers and
directors. The following table sets forth, as of November 16, 1999, the
beneficial ownership of options, warrants or rights to purchase the Company's
common stock by (i) all persons known by the Company to beneficially own more
than 5% of the Company's voting securities; (ii) each executive officer and
directors; and (iii) all executive officers and directors as a group. Except as
otherwise indicated, all options, warrants or rights are owned directly.

Officers and Directors No. of Options Exercise Price
---------------------- -------------- --------------
Mark Smith 450,000 $0.5625
Ted O'Brien 350,000 $0.5625
Greg Urbanski 350,000 $0.5625
Keith Balderson 100,000 $0.5625

21
<PAGE>

All options vest at a rate of at least 20% per year over a period of five years
with the first 20% becoming exercisable on the first anniversary of the date
when the options were granted.

All options will lapse on the earliest of the following events:

(i) The tenth anniversary of the date of grant of the option;
(ii) The first anniversary of the optionee's death;

(iii) The first anniversary of the date when the optionee ceases to be
an employee due to total and permanent disability or death;
(iv) Thirty (30) days after the optionee ceases to be an employee for
any reason other than total and permanent disability or death;
(v) On the date determined by the Board of Directors for an
extraordinary corporate transaction such as a reorganization,
consolidation, dissolution, etc.;
(vi) The date the optionee files or has filed against him or her a
petition in bankruptcy; or
(vii) The expiration date specified in the optionee's stock option
agreement.

ITEM 11. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Prior to June, 1999, the Company, which was then known as Motioncast
Television Corporation of America, had no operations, had assets consisting of
only of cash and had minimal liabilities. Motioncast was considered a
development stage company. Its stock was listed on the OTC Bulletin Board as of
October, 1998.

As of January 1, 1999, the Company entered into an employment agreement
for a period of two years with Michael Zapara, the principal shareholder of the
Company. Michael Zapara was hired as the Executive Manager of the Company to
perform such duties as were reasonably required of him in such capacity. The
compensation to be paid under this agreement was 200,000 shares of Company
common stock per year; however, pursuant to the mutual agreement of Michael
Zapara and the Company, such compensation was not paid. Effective upon the
closing of the Share Exchange Agreement, Michael Zapara and the Company agreed
to terminate the Employment Agreement in exchange for the issuance of 50,000
shares of the Company's common stock to Michael Zapara.

In addition, as of February 1, 1999, the Company entered into a
Placement Agreement with Alexis Capital, Inc., ("Alexis") under which Alexis was
to serve as a placer and consultant in connection with the merger or sale of
Motioncast. To the best of the Company's current knowledge, Alexis was one
hundred percent owned by Michael Zapara. The compensation to be paid was 10% of
the amount of the transaction, 5% in cash and 5% in stock. Pursuant to the
mutual agreement of Alexis and the Company, such compensation was not paid.
Effective upon the closing of the Share Exchange Agreement, Alexis and the
Company agreed to terminate the Placement Agreement in exchange for the issuance
of 50,000 shares of the Company's common stock to Alexis.

On November 1, 1998, the Company also entered into a Securities Transfer
Agent & Registrar Agreement with Alexis Stock Transfer, under which Alexis Stock
Transfer served as the transfer agent and registrar for the Company. To the best
of the Company's current knowledge, Alexis Stock Transfer is one hundred percent
owned by Gina Zapara, the wife of Michael Zapara. Alexis Stock Transfer is
currently being compensated pursuant to its current fee schedule. The basic fees
are as follows:

Setup Fee: $500
Monthly Maintenance Fee: $100
Cancel and Issue Certificate: $25 per certificate
Issuance of Rule 144/Restricted Certificate: $50 per certificate
Record Storage Fee: $50 per month

Following the share exchange, the Securities Transfer

22
<PAGE>

Agent & Registrar Agreement remained in effect subject to an amendment which
bound the transfer agent to maintain the fee structure in effect as of the date
of the share exchange through December 31, 2000. The Company pays the customary
and usual fees to the transfer agent associated with its services.

Since September 1, 1998, the Company (and its predecessor) has been
leasing 1,255 square feet of office space in downtown Indianapolis, Indiana from
B.B. Kirkbride. The principal owner of B.B. Kirkbride, J. Marshall Gage, is also
a director and vice president of BrowseSafe. The Company obtained the space at
$10 per square foot. The lease was for one year, with renewal and expansion
options.

In addition in 1999, Mark Smith and Greg Urbanski, who are executive
officers and directors of the Company, have made personal loans to the Company
of approximately $60,000 and $50,000, respectively, to fund operating expenses.
These loans are non-interest bearing and are not evidenced by promissory notes.
It is the intention of the Company to repay these loans when the Company has the
financial resources to do so.

ITEM 12. DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 25,000,000 shares of
common stock, par value $.001 per share. As of November 16, 1999, there are
16,538,000 shares outstanding, of which 14,538,000 are restricted. The Company
has also issued stock options to its executive officers and directors to
purchase an aggregate of 1,250,000 shares, which options have not vested as of
November 16, 1999.

Pursuant to an Investment Banking Consulting Agreement with Business
Investor Services, Inc. dated as of November 18, 1999, the Company is obligated
to issue a retainer fee of 100,000 common shares and warrants with an exercise
price of $1.00 per share to purchase an additional 50,000 shares as compensation
for strategic business and financial planning. All warrants must be exercised on
the date the Company's shares trade above $2.00 per share for any 30-day period
but in no event later than three years after the effective date of the
Consulting Agreement.

Pursuant to the Consulting Agreement, Business Investor Services, Inc.
will provide the following services:

(a) provide advice and counsel in relation to the Company's strategic
business and financial plans;
(b) participate in due diligence on all proposed financial transactions;
(c) assist in the preparation and coordination of the filing of
appropriate documents necessary to be in compliance with federal and
state law; and
(d) other miscellaneous matters.

Each holder of common stock outstanding is entitled to one vote per
share on all matters submitted to a vote of the shareholders, including the
election of directors. Shareholders do not have cumulative voting rights. In the
event of dissolution or liquidation or winding up the Company's business,
whether voluntary or involuntary, the holders of the common stock are entitled
to share ratably in all assets remaining after payment of liabilities.

Each share of common stock has an equal right to receive dividends when
and if the board of directors decides to declare a dividend. The Company has
never paid cash dividends and does not anticipate paying cash dividends in the
foreseeable future. The holders of the common stock are not entitled to
preemptive rights.

There are no conversion rights or redemption or sinking fund provisions
with respect to the common stock. All of the outstanding shares of common stock
are fully paid and non-assessable.

23
<PAGE>

PART II.

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

The Company's common stock has been publicly traded in the
over-the-counter market and quoted on the NASDAQ electronic OTC Bulletin Board
since August, 1999 under the trading symbol "PGPG". Prior to that, the Company's
stock has traded since October, 1998 in the over-the-counter market and quoted
on the OTC Bulletin Board under the symbol MCTV. The OTC Bulletin Board is an
electronic quotation service that displays real-time quotes, last sale prices
and volume information in certain domestic and foreign issuers whose securities
are traded in the over-the-counter market.

No dividends on the Company's common stock have been declared or paid
since the Company's inception. The Company intends to retain earnings to finance
the growth and development of its business and does not anticipate paying cash
dividends on its common stock in the foreseeable future. As of September 30,
1999 there were approximately 37 holders of record of the Company's common
stock.

The following states the range of high and low bid prices for each
quarter from the time the shares of the Company was quoted on the OTC Bulletin
Board on October 26, 1998:

No information is available to trading prices prior to that time.

Calendar Quarter Ending High Low
- ----------------------- ---- ---

December 31, 1998 $ 34.375 $14.063 (1)
March 31, 1999 $ 34.375 $0.0625 (1)(2)
June 30, 1999 $5.6250 $2.7500 (3)
September 30, 1999 $2.2500 $0.9375

(1) On March 10, 1999, the Company effected a 25 to 1 reverse split
decreasing the issued and outstanding shares of common stock to 400,000.
The trading prices have been adjusted to give a retroactive effect of
the reverse split.

(2) On March 27, 1999, the Company issued an additional 500,000 shares of
common stock at $0.10 per share pursuant to a Rule 504 offering.

(3) On April 5, 1999, the Company issued an additional 1,000,000 shares at
$0.10 per share pursuant to a second Rule 504 offering.

24
<PAGE>

The High/Low bid prices for each quarter of the last fiscal year were obtained
from NASDAQ Trading and Market Services. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

Pursuant to NASD Eligibility Rule 6530 (the "Rule") issued on January 4,
1999, issuers who do not make current filings pursuant to Sections 13 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") are ineligible for
listing on the NASDAQ Over-the-Counter Bulletin Board ("OTCBB"). Pursuant to the
Rule, issuers who are not current with such filings are subject to having the
quotation of their securities removed from the OTCBB pursuant to a phase in
schedule depending on each issuer's trading symbol as reported on January 4,
1999 and thereafter may quote its common stock on the National Quotation Bureau
"Pink Sheets." The Company is subject to having the quotation of its securities
removed from the OTCBB on January 20, 2000, until the Company becomes compliant
with the Rule. One month prior to having the quotation of their securities
removed from the OTCBB, non complying issuers will have their trading symbol
appended with an "E".

As of November, 1999, the Company has not complied with the Rule, and in
the past, has not made filings pursuant to Sections 13 and 15(d) of the Exchange
Act. The Company has filed this registration statement on Form 10SB to become a
reporting Company and therefore comply with the Rule. However, the Company will
remain subject to having quotation of its securities removed from the OTCBB on
January 20, 2000 and trading of its securities thereafter on the Pink Sheets,
until such time as the Securities and Exchange Commission (the "Commission") has
reviewed the Company's Form 10SB and has stated that it has no further comments.
Should the Commission fail to clear all comments prior to January 20, 2000,
quotation of the Company's securities will be removed from the OTCBB and
thereafter traded on the Pink Sheets until such time as the Registration
Statement is cleared by the Commission. Once the Company has complied with the
Rule, it will once again become eligible for quotation on the OTCBB and will
seek to be reinstated on the OTCBB or other appropriate exchange.

ITEM 2. LEGAL PROCEEDINGS

As of the date of this filing, there are no material legal proceedings pending.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

In September, 1998, the Company, which was then known as Medical
Accounting & Computers, engaged Barry L. Friedman, P.C., 1582 Tulita Drive, Las
Vegas, Nevada 89123, to audit the balance sheets of the Company as of August 31,
1998, December 31, 1997, and December 31, 1996, and the related statements of
operations, stockholders' equity and cash flows for the period January 1, 1998
to August 31, 1998, and the two years ending December 31, 1997 and December 31,
1996. The Company's stock began trading in October, 1998, and is quoted on the
OTC Bulletin Board. The Company at that time had no operations, had assets
consisting of cash and only minimal liabilities and was considered a development
stage company. The engagement of Barry L. Friedman was limited to the
preparation of the financial statements described in the this paragraph. Through
the mutual agreement of Mr. Friedman and the Company as approved by the board of
directors, Mr. Friedman did not stand for re-election as the company's
accountant. The Company did not have an active relationship with any accountants
between the end of Mr. Friedman's engagement and the selection of Katz Sapper &
Miller, LLP, the new accountants following the share exchange.

25
<PAGE>

Barry L. Friedman's report on the financial statements did provide for a
going concern opinion since the Company did not at that time have a current
source of revenue and was seeking additional capital through a merger with an
existing operating company. It did not otherwise contain an adverse opinion or
disclaimer of opinion, nor was it modified as to uncertainty, audit scope, or
accounting principles. There were no disagreements with Barry L. Friedman on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

In June, 1999, the Company which was then known as Motioncast Television
Corporation of America engaged in a share exchange with BrowseSafe.com, Inc. As
a result of the share exchange, BrowseSafe.com, Inc. became a wholly-owned
subsidiary of Motioncast. Motioncast changed its name to BrowseSafe.com, Inc.
and BrowseSafe.com, Inc. changed its name to BrowseSafe Technology, Inc.

In connection with the share exchange, the Company elected a new board
of Directors. The newly-elected board of directors determined that the Company
required accountants with experience in preparing financial statements and other
disclosure documents required of reporting companies under the Securities
Exchange Act of 1934 and wished to establish a relationship with such firm with
offices in Indianapolis, Indiana. On August 12, 1999, the Company engaged Katz
Sapper & Miller, LLP, 11711 North Meridian Street, Suite 8800, Indianapolis,
Indiana 46240-0857, to audit the Company's predecessor, BrowseSafe, LLC's
financial statements for fiscal year ending December 31, 1998, in accordance
with generally accepted accounting principles.

Katz Sapper & Miller's report on the financial statements did
provide for a going concern opinion since the Company is still a development
stage company, has yet to generate any material revenues and is seeking
additional capital through an investment capital Company and other sources. It
did not otherwise contain an adverse opinion or disclaimer of opinion, nor was
it modified as to uncertainty, audit scope, or accounting principles. There were
no disagreements with Katz Sapper & Miller on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, the Company has sold the following
securities without registering them under the Securities Act of 1933 (the
"Securities Act"):

On March 10, 1999, the Company (then known as Motioncast Television
Corporation of America) issued 100,000 shares of the Company's common stock
(after a 25 to 1 reverse stock split) to Michael Zapara, the Company's then
president and director, in a transaction which was exempt from registration
under Section 4(2) of the Securities Act in exchange for a release of all claims
for salary due the previous two years. The issued shares were restricted and the
total valuation was recorded by the Company at $5,000. The Company valued the
shares at $.05 per share instead of the offering price of $.10 per share due to
the fact that the shares issued to Michael Zapara were restricted and the shares
issued in the offering were unrestricted.

In March, 1999 Motioncast conducted an offering of 500,000 shares of
common stock at $0.10 per share under Rule 504 of Regulation D raising $50,000.
In April, 1999, the Company conducted a second Rule 504 offering of 1,000,000
shares at $0.10 per share, raising $100,000.

26
<PAGE>

Effective as of June 24, 1999, BrowseSafe.com, Inc. and its
shareholders, BrowseSafe, LLC, Torquay Holdings, Ltd., Vista Financial Corp., El
Coyote Capital Corp., Jupiter Financial Services, Inc., Kyline Investment Corp.,
Chariot Group, Ltd., Sid-Barney, Inc., Sterling Overseas Investments SA, Albury
Capital Corp., Eivissa Capital Corp., Hemisphere & Associates, Ltd., Barisal
Capital Corporation and Fergus Capital Corporation (these entities, excluding
BrowseSafe, LLC are referred to as the "Funding Group") entered into a Share
Exchange Agreement with Motioncast in a transaction which was exempt from
registration under Section 4(2) of the Securities Act.

Prior to the share exchange, the Company (which was still known as
Motioncast) had 2,000,000 shares of common stock outstanding (100,000 of which
were restricted). Following the share exchange, the total issued and outstanding
shares of common stock was increased by an additional 13,938,000 shares, all of
which are restricted. BrowseSafe, LLC became the majority shareholder of the
Company (whose name was changed to BrowseSafe.com, Inc.) with 11,200,000 shares.
A total of 2,738,000 shares were issued to the Funding Group. The Share Exchange
Agreement provided that the Company was obligated to issue an additional 36,838
shares of common stock to the Funding Group in exchange for the receipt of
$82,620 in cash and the cancellation of $50,000 in promissory notes for funding
previously provided by the Funding Group. Also, the Company was obligated to
issue 83,162 shares upon receipt of an additional $300,000 from the Funding
Group ($600,000 of total funding).

The 120,000 (36,838 + 83,162) shares have not been issued. The Funding
Group contributed only approximately $100,000 instead of the required $300,000.
In addition, the Funding Group was obligated to cause BrowseSafe.com, Inc. to
receive at least $1,500,000 of proceeds from the sale of common stock no later
than November 30, 1999. The Funding Group also failed to complete this
obligation.

Due to the failure of the Funding Group to provide the full amount of
the funding required under the agreements, BrowseSafe has not issued the 120,000
shares to the Funding Group. BrowseSafe has advised all members of the Funding
Group in writing that they are in breach of the Exchange Agreement and the Asset
& Liability Contribution Agreement and has provided them an opportunity to
remedy the breach. BrowseSafe has not received any written response from the
members of the Funding Group. At the present time, BrowseSafe has not determined
what, if any, action it will take against the members of the Funding Group as a
result of their breach of the agreements.

In addition, pursuant to the Share Exchange Agreement, the Employment
Agreement with Michael Zapara, the former president and director of Motioncast,
and Placement Agreement with an affiliate of Mr. Zapara were terminated in
exchange for the issuance of 100,000 shares of common stock which shares are
restricted securities.

27
<PAGE>

On September 19, 1998, BrowseSafe, LLC, BrowseSafe.com, Inc. and
Winthrop Associates executed a Management Consulting Agreement. The Consulting
Agreement provided that Winthrop Associates would provide the following
services:

a) assist in locating funding sources;
b) assist in strategic planning;
c) assist as a liaison with the financial community; and
d) assist by arranging access to a database of brokers, analysts,
etc.

The term of the Agreement was a period of one (1) year. As compensation,
Winthrop Associates was to receive:

a) $2500 per month;
b) reimbursement of expenses;
c) finder's fee equal to 2.5% of the gross dollar funding; and
d) 431,250 shares of BrowseSafe.com, Inc. common stock.

Certain disputes arose between the parties to this agreement regarding whether
BrowseSafe.com obtained any funding from sources introduced by Winthrop
Associates. These disputes were resolved in a Mutual Release and Settlement
Agreement dated October 11, 1999. Pursuant to the terms of the Settlement
Agreement, BrowseSafe.com, Inc. agreed to pay the owner of Winthrop Associates
the sum of $200,000 within 120 days of the execution of the Settlement
Agreement. In order to secure the payment of this amount, BrowseSafe.com, Inc.
issued 500,000 shares of its common stock which was placed into escrow. If the
sum of $200,000 is not paid to the owner of Winthrop Associates within 120 days
of the execution of the Settlement Agreement, the escrow agent will distribute
the 500,000 shares to the owner of Winthrop Associates. The delivery of the
500,000 shares would be in lieu of payment of the $200,000. The shares, if
delivered, will be restricted securities subject to certain piggy-back
registration rights granted in connection with the Settlement Agreement.

The Company has also agreed to issue to vendors approximately 11,000
restricted shares of common stock in settlement of approximately $33,000 owed to
three vendors. To date, the shares have not been issued. The Company entered
into these agreements in order to conserve case reserves and at the request of
the vendors. The Company has recorded an expense of $33,000 representing the
value of the services provided by the vendors.

On November 18, 1999, BrowseSafe entered into an Investment Banking
Consulting Agreement with Business Investor Services, Inc. For its services,
Business Investors Services, Inc. will receive a retainer fee of 100,000 common
shares, warrants with an exercise price of $1.00 per share to purchase an
additional 50,000 shares, a due diligence fee of $15,000 as well as other
remuneration. When the Company becomes a reporting Company under Sections 13 and
15(d) of the Securities Exchange Act of 1934, it is required to file with the
SEC a Form S-8 to register the shares (including those issued under the warrant)
pursuant to applicable provisions of the Securities Act available for securities
offered to employees, consultants and advisors.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's bylaws provide that it shall indemnify its officers and
directors, and its former officers and directors, against all expenses
(including attorney's fees), claims, judgments, liabilities, and amounts paid in
settlement arising out of his or her services on behalf of the Company subject
to the qualifications contained in Nevada law as it now exists, except that no
such persons shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his or her own
negligence or willful misconduct. Nevada law provides the Company cannot
indemnify its officers, directors, employees and agents when it asserts a direct
claim against them and a court of competent jurisdiction finds that they are
liable to the Company except as allowed by a court of competent jurisdiction.

Nevada law generally provides that a corporation shall have such power
to indemnify officers, directors, employees and agents to the extent they acted
in good faith in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the conduct was unlawful.
Nevada law also generally provides in the event an

28
<PAGE>

officer, director, employee or agent shall be judged liable, enter into a
settlement, or any other resolution of the claim, except when a claim is brought
by the Company, such indemnification shall apply if approved by the court in
which the action was brought, or by a majority vote of the board of directors
(excluding any directors who were party to such action), or by independent legal
counsel in a written opinion, or by a majority vote of stockholders. Nevada law
also generally provides that in the event an officer, director, employee or
agent is successful on the merits or otherwise in defense of any action, suit or
proceeding, the Company shall indemnify him or her against expenses including
attorneys' fees.

As of November, 1999 the Company does not have, but reserves the right
to purchase and maintain, directors and officers insurance insuring its
directors and officers against any liability arising out of their status as
such, regardless of whether the Company has the power to indemnify such persons
against such liability under applicable law.

Insofar as indemnification for liabilities arising under the Securities
Exchange Act of 1934 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.

Nevada Revised Statute Section 78.037 states that a Nevada corporation's
articles of incorporation may include provisions to the effect that directors of
the Company shall not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) for the payment of distributions under
Nevada Revised Statute Section 78.300. The Company's articles of incorporation
include provisions of the type permitted by Nevada Revised Statute Section
78.037.

29
<PAGE>

INDEX TO FINANCIAL STATEMENTS

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BROSESAFE.COM, INC.)

CONTENTS

Page

Independent Auditors' Report 30

Balance Sheet 31

Statement of Operations 32

Statement of Members' Equity (Deficit) 33

Statement of Cash Flows 34

Notes to Financial Statements 35-37

<PAGE>

Independent Auditors' Report

Board of Directors and Members
BrowseSafe LLC (A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

We have audited the accompanying balance sheet of BrowseSafe LLC (a development
stage company) as of December 31, 1998, and the related statements of
operations, members' equity (deficit) and cash flows for the period from
February 10, 1998 (date of inception) to December 31, 1998. 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 BrowseSafe LLC at December 31,
1998, and the results of its operations and its cash flows for the period from
February 10, 1998 (date of inception) to December 31, 1998 in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is in the development stage and has incurred
losses and has negative working capital that raises substantial doubt about the
ability to continue as a going concern. Management's plans in regards to these
matters are also described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/S/KATZ, SAPPER & MILLER, LLP
Certified Public Accountants

Indianapolis, Indiana
October 8, 1999

30
<PAGE>

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

BALANCE SHEET
December 31, 1998

<TABLE>
<CAPTION>
<S> <C>
ASSETS

CURRENT ASSETS
Cash $ 418
Inventories-finished goods 6,889
Prepaid expenses 1,460
---------
Total Current Assets 8,767

OFFICE AND COMPUTER EQUIPMENT, at cost, less accumulated depreciation
of $516 21,137

WEB DESIGN COSTS 100,860
---------

TOTAL ASSETS $ 130,764
=========

LIABILITIES AND MEMBERS' DEFICIT

CURRENT LIABILITIES
Bank line of credit-Note 2 $ 106,066
Accounts payable 296,523
Payable to related party-Note 3 70,095
Note payable-Note 3 9,500
---------
Total Current Liabilities 482,184

CONTINGENCIES-Notes 5, 6 and 8

MEMBERS' DEFICIT, including deficit accumulated during the development
stage of $541,420 (351,420)
---------

TOTAL LIABILITIES AND MEMBERS' DEFICIT $ 130,764
=========

</TABLE>

See Accompanying Notes to Financial Statements.

31
<PAGE>

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

STATEMENT OF OPERATIONS
Period from February 10, 1998 (Date of Inception) to December 31, 1998

<TABLE>
<CAPTION>
<S> <C>
REVENUE $ -
---------

MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES
Product development and internet expenses 117,471
Marketing and advertising 224,721
Payroll expenses 110,752
Legal and professional 23,314
Other expenses 63,301
---------
Total Marketing, General and Administrative Expenses 539,559
---------

INTEREST EXPENSE (1,861)
---------

NET LOSS $(541,420)
=========

NET LOSS PER COMMON SHARE-Note 7 $ (0.0483)
=========

</TABLE>

See Accompanying Notes to Financial Statements.

32
<PAGE>

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

STATEMENT OF MEMBERS' EQUITY (DEFICIT)
Period from February 10, 1998 (Date of Inception) to December 31, 1998

<TABLE>
<CAPTION>
Voting Nonvoting
Members Members Total
<S> <C> <C> <C>
Capital contributions $ 35,000 $155,000 $ 190,000

Net loss for period (499,460) (41,960) (541,420)
--------- -------- ---------

MEMBERS' EQUITY (DEFICIT), END OF PERIOD $(464,460) $113,040 $(351,420)
========= ======== =========
</TABLE>

See Accompanying Notes to Financial Statements.

33
<PAGE>

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

STATEMENT OF CASH FLOWS
Period from February 10, 1998 (Date of Inception) to December 31, 1998

<TABLE>
<CAPTION>
<S> <C>
OPERATING ACTIVITIES
Net loss $(541,420)
Adjustments to reconcile net loss to net cash (used) by operating
activities:
Depreciation 516
(Increase) in certain current assets:
Inventories (6,889)
Prepaid expenses (1,460)
Increase in certain current liabilities:
Accounts payable 296,523
Due to related party 70,095
---------
Net Cash (Used) by Operating Activities (182,635)
---------

INVESTING ACTIVITIES
Cash purchases of property and equipment (21,653)
Cash purchases of web design costs (100,860)
---------
Net Cash (Used) by Investing Activities (122,513)
---------

FINANCING ACTIVITIES
Proceeds from note payable 9,500
Net proceeds under line of credit 106,066
Contributed members' capital 190,000
---------
Net Cash Provided by Financing Activities 305,566
---------

NET INCREASE IN CASH 418

CASH
Beginning of Period -
---------

End of Period $ 418
=========

SUPPLEMENTAL DISCLOSURES
Cash paid for interest $ 795

</TABLE>

See Accompanying Notes to Financial Statements.

34
<PAGE>

BROWSESAFE LLC
(A Development Stage Company)
(Predecessor to BrowseSafe.com, Inc.)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General: BrowseSafe LLC (the Company) was formed on February 10, 1998 for
the purposes of developing and distributing computer software that will
allow families to use the Internet safely while giving parents the freedom
to choose what their children can and cannot access.

Estimates: Management uses estimates and assumptions in preparing these
financial statements in conformity with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities
and the reported revenues and expenses. Actual results could vary from the
estimates that were used.

Inventories are valued at the lower of cost or market as determined by the
first-in, first-out (FIFO) method.

Office and Computer Equipment are recorded at cost and are being depreciated
over the estimated useful lives of the assets using accelerated methods.
Long-lived assets, including the Company's property and equipment, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability
is measured by comparison of the carrying amount to future net undiscounted
cash flows expected to be generated by the related asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount exceeds the fair market value of the
assets. To date, no adjustments to the carrying amount of long-lived assets
have been required.

Cash: The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has never
experienced any losses in such accounts.

Marketing and Advertising Costs are expensed as incurred and totaled
$224,721 in 1998.

Income Taxes: No provision for income taxes is required because the
allocated shares of the Company's income or loss for the period are included
in the income tax returns of the members.

Start-Up Costs are expensed as incurred.

Product Development Costs incurred by the Company to develop and enhance its
software are expensed until the product reaches technological feasibility.
Costs are then capitalized until the product is ready for the general
public. No product development costs were capitalized in 1998. See Note 5 to
the financial statements.

Member Classes: The Company has two classes of members. Voting members are
allocated income and losses based on ownership percentage. Nonvoting members
are allocated income and loss at the rate of 1% for each $20,000 invested
until three years following the year in which the members' initial capital
contribution of $155,000 is cumulatively repaid. In the event the Company is
sold in its entirety, allocation of the sales gain to the nonvoting members
is limited to five times their initial capital contribution.

35
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Web Design Costs incurred by the Company have been capitalized from the time
a website plan was initiated to the point where the website was operational.
A total of $100,860 was capitalized in 1998. Capitalized web design costs
are amortized on a straight-line basis over a period of 24 months. The
Company began amortizing these costs in 1999. Costs of maintaining and
operating the website are expensed as incurred.

NOTE 2 - DEBT AND CREDIT ARRANGEMENTS

The Company has a secured line of credit for short-term bank borrowings of
up to $200,000. Interest is payable monthly at the Bank's prime lending
rate. The line of credit is subject to renewal in November 1999 and is
guaranteed by the members. At December 31, 1998, $95,000 of the line of
credit was unused.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company has a demand note payable which bears interest at 12% to a
company controlled by one of its members.

The Company also leases office space from the above-mentioned related
entity. Rent expense paid to the entity was $11,030 in 1998.

The Company also receives certain general and administrative services from
the related entity. Total charges for these services were $50,000 for 1998.
At December 31, 1998, the Company owed this entity $70,095 (for these
services and unpaid rents), which is included in accounts payable.

NOTE 4 - REORGANIZATION AND MERGER

In July 1998, BrowseSafe.com, Inc. was incorporated as a Nevada corporation.
In May 1999, BrowseSafe LLC and BrowseSafe.com, Inc. entered into an Asset
and Liability Contribution agreement. Pursuant to that agreement, BrowseSafe
LLC exchanged all of its assets and liabilities for 80% (11,200,000 shares)
of the outstanding common stock of BrowseSafe.com, Inc. Simultaneously, an
outside group of investors contributed $27,380 for 2,738,000 shares of
outstanding common stock of BrowseSafe.com, Inc. Prior to this transaction,
BrowseSafe.com, Inc. had not commenced operations and had no assets or
liabilities. For accounting purposes, BrowseSafe LLC was treated as the
acquirer. All transferred assets and liabilities were recorded at their
historical cost.

In June 1999, BrowseSafe.com, Inc. and its shareholder entered into a Share
Exchange agreement with Motioncast Television Corporation of America
(Motioncast). Pursuant to this agreement, all outstanding common shares
(13,938,000 total shares, of which 11,200,000 shares were held by BrowseSafe
LLC and 2,738,000 were held by the investment group as noted in the above
transaction) of BrowseSafe.com, Inc. were exchanged for 13,938,000 common
shares of Motioncast. Prior to this transaction, Motioncast had 2,100,000
common shares outstanding. Motioncast was a publicly traded entity in the
development stage whose only asset was cash and had minimal liabilities.
BrowseSafe.com, Inc. survived this merger as a wholly-owned subsidiary of
Motioncast. Immediately following this transaction, BrowseSafe.com, Inc.
changed its name to BrowseSafe Technology, Inc. and Motioncast changed its
name to BrowseSafe.com, Inc. All ongoing operations are conducted in
BrowseSafe Technology, Inc.

Pursuant to the Asset and Liability Contribution agreement and the Share
Exchange agreement, the outside investors were required to contribute
additional funds of approximately $570,000 in exchange for 120,000 shares of
common stock. To date, the outside investors have contributed approximately
$440,000. Additionally, the outside investors were obligated to cause
BrowseSafe.com, Inc. to receive at least $1,500,000 of proceeds from the
sale of common stock no later than November 30, 1999.

36
<PAGE>

NOTE 4 - REORGANIZATION AND MERGER (CONTINUED)

Due to the failure of the outside investors to complete the requirements
pursuant to the agreements, the Company has not issued 120,000 shares to the
outside investors. Management has not determined what, if any, action it
will take against the outside investors.

For financial statement purposes, BrowseSafe Technology, Inc. is considered
as the acquiring company, and the merger was treated as a "reverse
acquisition". Pursuant to this accounting treatment, BrowseSafe Technology,
Inc. is deemed to have issued stock for the acquisition of Motioncast.

NOTE 5 - ROYALTY AGREEMENT

The Company's product was developed with a third party. The Company has
purchased the software and technology from the third party. The purchase
agreement requires the Company to remit 2.5% of gross revenues received from
internet service providers (ISP's). Royalty payments continue for a two-year
period commencing when the Company has 15,000 active ISP customers. At
December 31, 1998, the Company has not incurred any royalty expenses
relating to this contract.

NOTE 6 - GOING CONCERN UNCERTAINTY

The Company is in the development stage and has yet to generate any material
revenues. The Company has experienced an operating loss since its inception
and has a members' deficit. The Company is seeking additional funds to
properly market and introduce its product, PlanetSafe. The Company is
attempting to obtain financing through an investment capital company and
other sources. The ability of the Company to continue as a going concern is
dependent on obtaining the additional capital. The financial statements do
not include adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 7 - NET INCOME PER SHARE

Basic per share amounts are computed, generally, by dividing net income by
the weighted-average number of common shares outstanding.

The net income per share calculation is based on the number of shares issued
and outstanding pursuant to the recapitalization in which BrowseSafe LLC
received 11,200,000 shares of BrowseSafe Technology, Inc. common stock.

NOTE 8 - SUBSEQUENT EVENT

On September 19, 1998, the Company entered into a consulting contract with a
consultant. The consultant was to provide marketing and business consulting
to the Company for a fixed fee per month. The consultant was to assist the
Company locate additional capital and would receive a "finder's fee". In
1999, certain disputes arose between the parties regarding whether the
Company received any funding from sources introduced by the consultant.

On October 11, 1999, the Company agreed to pay the former consultant
$200,000 to settle their dispute. To secure the payment of this amount, the
Company issued 500,000 shares of its common stock which was placed in
escrow. If the $200,000 payment is not remitted within 120 days, the stock
shall be delivered to the consultant.

NOTE 9 - OTHER

The Company has agreed to issue approximately 11,000 shares of its common
stock to certain vendors in full satisfaction of the trade payable. To date,
shares have not been issued. The Company entered into these agreements in
order to conserve cash reserves and at the request of the vendors. The
Company has recorded the related expense at $33,000 representing the value
of the services provided by the vendors.

37
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

BROWSESAFE.COM
(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1999 and 1998

Page

Consolidated Balance Sheet 39

Consolidated Statements of Operations 40

Consolidated Statement of Changes in Stockholders' Equity 41
(Deficit)

Consolidated Statements of Cash Flows 42

Notes to Unaudited Interim Financial Statements 43-47

38
<PAGE>

BROWSESAFE.COM
(A Development Stage Company)

CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 1999

<TABLE>
<CAPTION>
<S> <C>
ASSETS

CURRENT ASSETS
Cash $ 27,787
Prepaid expenses 1,654
-----------
Total Current Assets 29,441

OFFICE AND COMPUTER EQUIPMENT, net of accumulated depreciation
of $6,022 22,141

WEB DESIGN COST, net of accumulated amortization of $37,807 63,053

PRODUCT DEVELOPMENT COSTS 51,516
-----------

TOTAL ASSETS $ 166,151
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank line of credit $ 200,000
Accounts payable 314,564
Notes payable-Note 3 108,000
Other liabilities-Note 9 200,000
-----------
Total Current Liabilities 822,564

CONTINGENCIES-Notes 4 and 7 -
-----------

Total Liabilities 822,564
-----------

STOCKHOLDERS' DEFICIT-Note 2
Common stock, .001 par value; 25,000,000 shares authorized and
16,538,000 and 11,200,000 shares issued and outstanding at
September 30, 1999 and 1998, respectively 16,038
Additional paid-in capital 571,165
Deficit accumulated during development stage (1,243,616)
-----------
Total Stockholders' Equity (656,413)
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 166,151
===========

</TABLE>

Unaudited Interim Financial Statements

39
<PAGE>

BROWSESAFE.COM
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended September 30, 1999 and
Period from February 10, 1998 (Date of Inception) to September 30, 1999

<TABLE>
<CAPTION>
From
Inception
to
September 30,
1999 1998 1999
<S> <C> <C> <C>
REVENUES $ 479 $ - $ 479
---------- ---------- -----------

GENERAL AND ADMINISTRATIVE
Product development and internet expenses 6,595 87,927 124,066
Marketing and advertising 23,168 102,625 247,889
Legal and professional 47,171 46,397 70,485
Payroll expenses 215,015 64,339 325,767
Hardware lease expense 80,861 81,804
Other expenses 77,123 36,956 138,964
Contract termination 200,000 - 200,000
Depreciation and amortization 43,313 - 43,829
---------- ---------- -----------
Total General and Administrative 693,246 338,244 1,232,804
---------- ---------- -----------

Net Operating Income (Loss) (692,767) (338,244) (1,232,325)

INTEREST EXPENSE 9,429 700 11,291
---------- ---------- -----------

Net Loss before Provision for Income Taxes (702,196) (338,944) (1,243,616)

PROVISION FOR INCOME TAXES - - -
---------- ---------- -----------

NET LOSS $ (702,196) $ (338,944) $(1,243,616)
========== ========== ===========

NET LOSS PER COMMON SHARE-Note 8 $ 0.0528 $ 0.0303 $ 0.1038
========== ========== ===========

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 13,289,097 11,200,000 11,980,094
========== ========== ===========

</TABLE>

Unaudited Interim Financial Statements

40
<PAGE>

BROWSESAFE.COM
(A Development Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
Nine Months Ending September 30, 1999

<TABLE>
<CAPTION>
Additional
Members' Common Paid-In Retained
Deficit Stock Capital Earnings Total
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1999 $(351,420) $ (351,420)

Member contributions 3 3

Contributions of BrowseSafe LLC assets and
liabilities to BrowseSafe.com in exchange
for 11,200,000 shares of stock-Note 2 351,417 $11,200 $ 178,803 $ (541,420) -

Issuance of common stock-Note 2 2,738 24,642 27,380

Effect of transaction with Motioncast-Note 2 2,100 367,720 369,820

500,000 shares issued and held in escrow as
collateral for liability-Note 6

Net loss - - - (702,196) (702,196)
------- ------- ---------- -----------

BALANCE AT SEPTEMBER 30, 1999 $ - $16,038 $ 571,165 $(1,243,616) $ (656,413)
======= ======= ========== =========== ===========

</TABLE>

Unaudited interim financial statements

41
<PAGE>

BROWSESAFE.COM
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 1999 and
Period from February 10, 1998 (Date of Inception) to September 30, 1998

<TABLE>
<CAPTION>
From
Inception
to
September 30,
1999 1998 1999
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(702,196) $(338,944) $(1,243,616)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
(Increase) decrease in certain current
assets:
Depreciation and amortization 43,313 43,829
Inventories 6,889
Prepaid expenses (194) (250) (1,654)
Increase (decrease) in certain current
liabilities:
Accounts payable (52,054) 153,421 314,564
Contract termination payable 200,000 - 200,000
--------- --------- -----------
Net Cash (Used) by Operating
Activities (504,242) (185,773) (686,877)
--------- --------- -----------

INVESTING ACTIVITIES
Cash purchases of property and equipment (6,510) (3,465) (28,163)
Cash paid for product development costs (51,516) - (51,516)
Cash paid for website design costs - - (100,860)
--------- --------- -----------
Net Cash (Used) by Investing
Activities (58,026) (3,465) (180,539)
--------- --------- -----------

FINANCING ACTIVITIES
Proceeds of long-term debt 98,500 108,000
Proceeds of line of credit borrowings 93,934 200,000
Contributed capital 397,203 190,000 587,203
--------- --------- -----------
Net Cash Provided by Financing
Activities 589,637 190,000 895,203
--------- --------- -----------

NET INCREASE (DECREASE) IN CASH 27,369 762 27,787

CASH
Beginning of Period 418 - -

End of Period $ 27,787 $ 762 $ 27,787
========= ========= ===========

SUPPLEMENTAL DISCLOSURES
Cash paid for interest $ 10,495 $ 796 $ 11,291

</TABLE>

Unaudited Interim Financial Statements

42
<PAGE>

BROWSESAFE.COM
(A Development Stage Company)

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared by the Company without audit and therefore do not include all
information and disclosures necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. These unaudited financial statements
contain, in the opinion of management, all adjustments (consisting of normal
accruals and other recurring adjustments) necessary for a fair presentation
of the consolidated financial position, results of operations, and cash
flows for the periods presented. The operating results for the period ended
September 30, 1999, are not necessarily indicative of the operating results
to be expected for the full fiscal year.

Inventories are valued at the lower of cost or market as determined by the
first-in, first-out (FIFO) method.

Cash: The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has never
experienced any losses in such accounts.

Marketing and Advertising Costs are expensed as incurred and totaled $23,168
and $102,625 in the nine-months ended September 30, 1999 and 1998,
respectively.

Start-Up Costs are expensed as incurred.

43
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Product Development Costs incurred by the Company to develop and enhance its
software are expensed until the product reaches technological feasibility.
External direct costs of materials and services and payroll related costs of
employees are then capitalized until the product is ready for the general
public. $51,516 of product development costs were capitalized in the
nine-month period ending September 30, 1999.

Web Design Costs incurred by the Company have been capitalized from the time
a website plan was initiated to the point where the website was operational.
A total of $100,860 was capitalized in 1998. Capitalized web design costs
are amortized over a period of 24 months. Costs of maintaining and operating
the website are expensed as incurred. Amortization expense for the
nine-months ended September 30, 1999 totaled $39,807.

Stock-Based Compensation: The Company accounts for stock-based awards to
employees using the intrinsic value method in accordance with Accounting
Principles Board No. 25, "Accounting for Stock Issued to Employees".

NOTE 2 - REORGANIZATION AND MERGER

44
<PAGE>

NOTE 3 - NOTES PAYABLE

The Company has a demand note payable of $34,500, which bears interest at
12% to a company controlled by one of its members.

The Company has non-interest bearing demand notes payable to certain
shareholders totaling $73,500. It is management's intention to repay these
notes in the near term.

NOTE 4 - ROYALTY AGREEMENT

The Company's product was developed with a third party. The Company has
purchased the software and technology from the third party. The purchase
agreement requires the Company to remit 2.5% of gross revenues received from
internet service providers (ISP's). Royalty payments continue for a two-year
period commencing when the Company has 15,000 active ISP customers. At
September 30, 1999, the Company has not incurred any royalty expenses
relating to this contract.

NOTE 5 - COMMITMENTS

The Company has entered into a one-year web server maintenance and service
agreement with Exodus Communications, Inc. The agreement calls for monthly
payments of $4,300. All amounts paid to Exodus are immediately expensed by
the Company. This agreement will automatically renew in March 2000 unless
notice is given by either party.

NOTE 6 - STOCK TRANSFER AGREEMENT

The Company has an agreement with a company related to one of its
stockholders to act as its agent for transfers of stock and other stock
transactions. At September 30, 1999, the Company had accrued $1,665 payable
to this entity.

NOTE 7 - GOING CONCERN UNCERTAINTY

The Company is in the development stage and has yet to generate any material
revenues. The Company has experienced an operating loss since its inception
and has a shareholders' deficit. The Company is seeking additional funds to
properly market and introduce its product, PlanetGood. The Company is
attempting to obtain financing through an investment capital company and
other sources.

NOTE 8 - NET INCOME PER SHARE

Basic and Diluted Net Income per Share: Basic per share amounts are
computed, generally, by dividing net income by the weighted-average number
of common shares outstanding. Diluted per share amounts assume the
conversion, exercise, or issuance of all potential common stock instruments
unless the effect is antidilutive, thereby increasing the income per common
share.

The net income per share calculation is based on the number of shares issued
and outstanding pursuant to the recapitalization.

NOTE 9 - CONSULTING CONTRACT TERMINATION

45
<PAGE>

NOTE 10 - SENIOR SUBORDINATED CONVERTIBLE DEBENTURES

In December 1999, the Company entered into an agreement to issue a senior
subordinated convertible debenture (the debenture) to a single investor. The
debenture (up to 750,000) bears interest at 8% and matures December 10,
2001. An initial funding of $100,000 was required in connection with the
closing of the debenture, however future funding is discretionary.

The debenture is convertible (at the holder's option) into shares of the
Company's common stock at a conversion price equal to 75% of the lowest
closing bid price for the three days preceding the notice of conversion.
Interest on the debenture is paid by issuing common stock of the Company
based on 75% of the closing bid price for the three days preceding the
monthly interest due date. All fundings outstanding must be converted to
stock prior to January 19, 2000.

The Company will record as interest expense the amounts arising from the
beneficial conversion feature contained in the debenture. As of December 31,
1999, $200,000 of funding had been issued, with a discount at the date of
issuance of approximately $65,000. As of December 31, 1999 all of the
funding has been converted into 1,533,612 shares of the Company's common
stock.

NOTE 11 - CONSULTING AGREEMENT

In November 1999, the Company entered into a six-month investment banking
and consulting agreement. In exchange for the consulting and advisory
services, the Company will pay fees of approximately $27,000, issue 100,000
shares of the Company's common stock to the consultant and grant warrants to
purchase up to 50,000 shares of the Company's common stock at $1.00 per
share. The warrants are exercisable for a three-year period. The warrants
must be exercised if the Company's stock trades above $2.00 for any thirty
day period.

Pursuant to the agreement, additional placement and finders fees will be due
if the consultant secures financing for the Company.

In accordance with the agreement, the shares and warrants are issuable when
the Company's Form 10SB is effective and the filing of the S-8 registration
statement. Management has estimated the value of the services received in
exchange for the issuance of the stock and warrants to be approximately
$125,000.

NOTE 12 - STOCK OPTION PLAN

In November 1999, the Company adopted a stock option plan. Under the terms
of the plan, options and other equity incentive awards to purchase 3,000,000
shares of the Company's common stock may be granted to officers, directors,
key employees and consultants at the then current market value of the
Company's common shares, as determined by the Board of Directors. All
options vest at a rate of at least 20% per year over a five-year period with
the first 20% becoming exercisable on the first anniversary of the date when
the options were granted. The options generally expire the earlier of ten
years, the recipient's death, termination of employment or one year after a
total disability.

On November 16, 1999, the Company granted options to key employees to
purchase up to 1,250,000 shares of common stock at an exercise price of
$0.5625 per share.

As discussed in Note 1, the Company accounts for its stock-based awards
using the intrinsic value method in accordance with Accounting Principles
Board No. 25, "Accounting for Stock Issued to Employees" and its related
interpretations. Accordingly, no compensation expense has been recognized in
the financial statements for employee stock arrangements which are granted
with exercise prices equal to the fair market value at grant date.

46
<PAGE>

NOTE 12 - STOCK OPTION PLAN (CONTINUED)

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation", (SFAS 123) requires the disclosure of pro forma
net income and earnings per share had the Company adopted the fair value
method of accounting for stock-based compensation. The Company is in the
process of determining the fair value of the stock-based compensation to
provide the necessary disclosures.

47
<PAGE>

Part III

INDEX TO EXHIBITS AND DESCRIPTION

The following exhibits are filed with this Report:

2.1 Articles of Incorporation of Orange County Bancorp, dated June 8, 1990*

2.2 Bylaws of Medical Accounting & Computers (formerly Orange County
Bancorp), dated June 8, 1990*

2.3 Certificate of Amendment of the Articles of Incorporation of Orange
County Bancorp reflecting the Name change to Medical Accounting &
Computers, dated December 30, 1992*

2.4 Certificate of Amendment of the Articles of Incorporation of Medical
Accounting & Computers reflecting the Name Change to Motioncast
Television Corporation of America and a 5 for 1 forward stock split,
dated October 22, 1998*

2.5 Certificate of Amendment of the Articles of Incorporation of Motioncast
Television Corporation of America reflecting a 25 to 1 reverse stock
split, dated February 26, 1999*

2.6 Articles of Incorporation of BrowseSafe.com, Inc., dated July 28, 1999*

2.7 Bylaws of BrowseSafe.com, Inc., dated July 28, 1999*

2.8 Secretary of State Corporate Charter for BrowseSafe.com, Inc., dated
July 28, 1999*

2.9 Certificate of Amendment of the Articles of Incorporation of
BrowseSafe.com, Inc. reflecting the Name Change to, BrowseSafe
Technology, Inc., dated July 28, 1999*

2.10 Certificate of Amendment of the Articles of Incorporation of Motioncast
Television Corporation of America reflecting the Name Change to
BrowseSafe.com, Inc., dated July 28, 1999*

2.11 BrowseSafe LLC Articles of Organization, dated March 26, 1998*

2.12 BrowseSafe LLC Articles of Correction, dated June 22, 1998*

2.13 BrowseSafe LLC Operating Agreement, effective as of March 26, 1998*

3.1 Share Exchange Agreement by and among Motioncast Television corporation
of America, BrowseSafe.com, Inc. and all of the shareholders of
BrowseSafe, dated 1999*

6.1 Securities Transfer Agent & Registrar Agreement by and between Alexis
Stock Transfer and Motioncast Television Corporation of America, dated
November 1, 1998*

6.2 Note between Peoples Bank & Trust Company and BrowseSafe, LLC, dated
November 9, 1998*

6.3 Asset and Liability Contribution Agreement by and among BrowseSafe, LLC,
BrowseSafe.com, Inc., Minati Financial, Inc., Torquay Holdings, Ltd.,
Vista Financial Corp., El Coyote Capital Corp., Jupiter Financial
Services, Inc., Kyline Investment Corp., Chariot Group, Ltd.,
Sid-Barney, Inc., Sterling Overseas Investments SA, Albury Capital
Corp., Eivissa Capital Corp., Hemisphere & Associates, Ltd., and
Magellan Holdings, Ltd.*

6.4 Agreement by and between BrowseSafe, LLC, BrowseSafe.com, Inc., Barisal
Capital Corporation and Fergus Capital Corporation, dated June 9, 1999*

6.5 Amendment to the Agreement between Motioncast Television Corporation of
America and Alexis Stock Transfer, dated July 12, 1999*

6.6 Mutual Release and Settlement Agreement between Jerry E. Blythe,
Winthrop Associates, BrowseSafe, LLC, BrowseSafe.com, Inc. and
BrowseSafe Technology, Inc., dated October 11, 1999*

6.7 Browsesafe.com, Inc. Stock Option Plan dated November 17, 1999.*

6.8 Confidential Investment Banking Consulting Agreement for BrowseSafe.com,
Inc.*

6.9 Riverside/Vendor Fulfillment Agreement, dated August 1, 1998

6.10 Exodus Communications, Inc. Internet Data Center Services Agreement,
dated December 31, 1998

10.1 Consent letter from Barry L. Friedman, P.C., dated November 17, 1999*

10.2 Consent letter from Barry L. Friedman, P.C., dated January 4, 2000

10.3 Jupiter Communications Press Release, dated June 23, 1998

- ------------------
* Previously filed

<PAGE>

SIGNATURES:

/s/ BrowseSafe.com, Inc.
------------------------------------
Registrant

January 10, 1999 By: /s/ MARK W. SMITH
---------------------------------
Mark W. Smith
Chief Executive Officer

Exhibit 6.9

RIVERSIDE/VENDOR FULFILLMENT AGREEMENT

This Agreement ("Agreement") is made as of the 1st day of August 1998,
by and between BrowseSafe L.L.C. (hereinafter referred to as "Vendor") and
Riverside Book & Bible House, Incorporated, a Delaware corporation, d/b/a
Riverside Distribution & Fulfillment Services (hereinafter referred to as
"Riverside").

I. Sales and Distribution
----------------------

1. Vendor appoints Riverside as a designated source of supply for all
CBA wholesale/retail accounts for those products, and related products that are
cataloged in Vendor's catalogue under Vendor's name and are intended for sale
through the normal channels of the Christian book trade in the United States,
its territories and possessions and non-exclusive worldwide.

a. Vendor appoints Riverside as non-exclusive distributor to
solicit and fulfill orders to secular or trade book channels but, reserves the
right to solicit sales and perform order fulfillment of Vendor Products
directly, without payment of any sales commission or any other compensation to
Riverside, from current and prospective non-Christian book trade customers.

II. Responsibilities of Riverside
-----------------------------

1. Riverside, in it's role as distributor, will perform the functions
with respect to Vendor Products of selling, billing, collecting, order
fulfillment, and such other activities as are generally understood by vendor's
to be related to the foregoing activities, including (without limitation) the
handling of customer orders, returns, adjustments, and service, and, as Vendor
may request from time to time, the shipment of Vendor Products for sale on
behalf of Vendor by a third party on a consignment basis. Not withstanding the
foregoing sentence, Riverside will not without the prior written consent of
Vendor employ or otherwise retain to sell Vendor Products any sales
representative (including any sales representative that is an employee of
Riverside) or sales organization that charges a commission that is payable by
Vendor or that is to be paid by Riverside and reimbursed by Vendor. Any loss
arising from bad accounts arising from sales of Vendor Products by Riverside
pursuant to this Agreement will be borne by Riverside.

2. Riverside will counsel with Vendor regarding appropriate publicity
and advertising for Vendor's consideration and will advise Vendor about
quantities of stock considered

<PAGE>

-2-

necessary for fulfillment of orders for Vendor Products. All advertising in
Riverside marketing vehicle. will be provided at a 25% discount off the standard
fee rate.

3. Riverside will represent Vendor Products with approximately the same
diligence as it represents its own publications in trade exhibits and other
sales functions; provided that the exhibition or promotion of Vendor Product; at
trade exhibits and similar sales promotions shall be subject to the prior
Consent of Vendor. Costs incurred by Riverside in connection with trade exhibits
and similar sales promotions will be prorated based on space and time allocated,
per occasion.

4. Except as otherwise provided for herein, Riverside shall not be
required to conduct a complete physical inventory of Vendor Products as long as
the public accounting firm conducting Riverside's annual audit certifies that
the perpetual inventory records of Riverside (including the perpetual inventory
records that include Vendor Products) are not materially misstated and,
accordingly, do not require a complete physical inventory. As part of their
normal operating procedure, Riverside will include Vendor Products in cycle
inventory count sequences. Vendor may require Riverside to conduct a complete
inventory of Vendor Products with reasonable notice and with reasonable
frequency, provided that such physical inventory shall be Conducted at Vendor's
expense unless such physical inventory is required because the public accounting
firm referred to above cannot certify that the perpetual inventory records of
Riverside are not materially misstated. Riverside viii reimburse Vendor, at
Vendor's actual cost of goods with respect to Vendor Products for any inventory
shortage of Vendor Products discovered in connection with a complete physical
inventory of Vendor Products if such shortage exceeds 1% of the number of Vendor
Products reflected in the perpetual inventory records of Riverside as of the
date of such complete physical inventory.

5. Nothing in this Agreement shall be deemed to prohibit Riverside from
selling, distributing, storing or otherwise handling any other products that
compete with or are similar to Vendor Products.

6. At Vendors request, Riverside may supply labor for miscellaneous
projects; (i.e., pre-packaging, shrinkwrapping, drop-shipments and other
specialty projects) at a rate of $15.00 per labor hour exempt of all other fees
and commissions Labor will be subject to availability.

III. Responsibilities of Vendor
--------------------------

1. Design of product and marketing f or Vendor Products will reside with
Vendor. Vendor product will be equipped with ISBN numbers and bar-codes (3 of 9
protocol) prior to arrival at Riverside.

<PAGE>

-3-

2. Vendor will make the exclusive decision on quantities of Vendor
Products to be printed and/or manufactured. Vendor, will decide on quantities of
Vendor Products to be delivered to Riverside's warehouse facilities and will
pursue a common objective of avoiding an out-of-stock position.

3. Riverside will bear the entire risk of loss with respect to, and will
be responsible for insuring, Vendor Products in the possession of Riverside at
Riverside's warehouse facilities or in other designated places until time of
sale or disposition. Vendor will bear the cost of transferring Vendor Products
to Riverside's warehouse facilities. Riverside will provide Vendor with a copy
of proof of insurance.

4. Vendor will be responsible for advertising and publicizing Vendor
Products. Vendor will advise Riverside of its advertising and publicity plans so
that Riverside may coordinate its functions with Vendor's advertising and
publicity campaigns.

5. Vendor may design and produce the Vendor flyers, promotional
literature and/or catalogs at Vendor's expense.

6. Vendor will pay all travel and personal expenses and related expenses
for Vendor personnel to attend sales meetings or trade exhibits.

IV. Fees and Reports
----------------

1. For the services provided by Riverside hereunder, Riverside will pay
to Vendor ("Sales Remittances) in an amount equal to the following schedule of
Net Invoice Price of all sales of Vendor products. Such Fee schedule shall run
for the duration of the contract (2 years) versus an annual sales schedule.

Sales (Net Invoice) Riverside Fee
------------------- -------------

$0 - $350,001 15%
$350,001 - $700,001 14%
$700,001 - $1,250,000 13%
Over $1,250,000 12%

2. Minimum Monthly Fee. During the term of the agreement, Vendor will
produce monthly sales that will result in a minimum monthly distribution
services fee for Riverside of at least $100 per month. In the event Vendor sales
do not result in a monthly fee equal to or greater than $100 for any and all
subsequent three month running periods, Riverside will charge Vendor an
administrative service fee of the difference between the actual fees for
distribution services and $100. This agreement may

<PAGE>

-4-

be canceled or modified by Riverside or Vendor if service fees do not meet a
minimum performance level necessary to reach $100/month distribution services
fee for any six (6) month period.

3. Each month Riverside will report the number of Vendor Products sold
by item (or style), the dollar amount of gross sales, and the quantity and
dollar amount of returns. Said report(s) is due by the 20th of the following
month.

4. Riverside will remit to Vendor, on the basis provided for herein, an
amount equal to the Net Invoice Price of sales made by Riverside of Vendor
Products pursuant to this Agreement (the "Sales Remittance"). The Sales
Remittance will be paid by Riverside to Vendor within 60 days from and after
such month. In addition, any Sales Remittance paid or payable during any month
will be reduced (i) as provided for herein by the Return Credits for the
immediately preceding month, if any, as provided for in Section IV. 4 herein,
(ii) Riverside Freight Charges, if any, paid by Riverside during the immediately
preceding month and (iii) the Storage Fee for the immediately preceding month,
if any, as provided for in Section IV. 7 herein. In the event the Return
Credits, Riverside Freight Charges and the Storage Fee, if any, to be credited
against Sales Remittances in any particular month exceed the Sales Remittance to
be paid in such month, Vendor will reimburse Riverside within 60 days from and
after the month during which such returns were received and for which such
storage fee is due.

5. Returns (including returns of Producer Products shipped pursuant to
Consigned Shipments) will be credited against Riverside Sales Remittances
Payable at the current Fee (distribution fee) at the time the return is
processed (credited to customer account). In addition, for processing returns
Riverside shall charge a processing fee, and collected as an offset against
payable owed vendor, equal to 10% of the net return invoice. During any month
that the Returns credit is equal to or exceeds 20% of Net Sales the restocking
fee for the entire month shall be 25% of the net return invoice.

6. Riverside will provide Vendor with the standard CDS reports as are
normally generated by Riverside with respect to sales of Vendor Products;

1. Item Shipped Report (weekly) CDS002
2. Inventory (weekly) CDS00l
3. Monthly Sales Report
4. Receiving Report

7. If the inventory of Vendor Products exceeds the quantity necessary to
achieve two turns on inventory per year

<PAGE>

-5-

(based on cost) Riverside may charge a monthly storage fee of $10.00 per skid
(the "Storage Fee"). The Storage Fee will be paid to Riverside monthly as an
offset against the Sales Remittances due to Vendor pursuant to Section IV. 3.

V. Terms
-----

1. Neither Vendor nor Riverside shall at any time or in any manner,
directly or indirectly, use or disclose to any party any trade secrets or other
Confidential Information (as defined below) learned or obtained by Vendor or
Riverside as a consequence of entering into this Agreement. As used herein, the
term "Confidential Information" means information disclosed to or known by
Vendor/Riverside as a consequence of entering into this Agreement with each
other and not generally known in the industry in which they are engaged and that
in any way relates to customers (including customer lists), products, processes,
services, formulas, techniques or know-how, including, but not limited to,
information relating to distribution systems and methods, research, development,
purchasing, accounting, marketing, merchandising and selling. Upon the
expiration of the term of this Agreement, Vendor shall promptly deliver to
Riverside all material of a secret or confidential nature relating to
Riverside's business (including, without limitation, customer lists) and that
are in or under Vendor's possession or control and Vendor shall not use
Confidential Information to expand the distribution of products other than the
Vendor Products sold, distributed or otherwise handled by Riverside pursuant to
the terms of this Agreement. If any one or more of the provisions or parts of a
provision contained in this Section shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or part of a provision in this Agreement or any other jurisdiction, and such
provision or part shall be reformed so that it would be valid, legal and
enforceable to the maximum extent permitted in such jurisdiction.

2. The initial term of this Agreement shall be for twenty-four (24)
months, commencing on August 1, 1998 and ending on July 31, 2000. In the event
Vendor or Riverside breaches any of the provisions hereof, Vendor or Riverside
may terminate this Agreement upon 10 days written notice to the other party.
There will be no penalty to either party upon termination pursuant to the terms
hereof.

3. Product Type. Riverside will have the right to refuse any product
type offered by the Vendor if the product varies substantially from the product
type discussed and described in the original agreement. This will pertain to
product type, style, and

<PAGE>

-6-

material containers or packaging changes. Distribution of such product type(s)
can be negotiated under separate terms and conditions.

4. Vendor agrees to remove from Riverside, any item with less than
$100.00 (net invoice) total sales per year.

5. This Agreement shall not be deemed to create an employer-employee
relationship between the parties, or any agency, joint venture or partnership
relationship.

6. All notices, amendments, consents and other communications hereunder
must be in writing in order to be effective and shall be deemed to have been
duly' given if delivered personally or sent by registered or certified mail,
return receipt requested, with postage prepaid and addressed as follows:

a. To Riverside:

Riverside Distribution and Fulfillment Services
c/o Riverside Book & Bible House, Incorporated
1500 Riverside Drive
Post Office Box 370
Iowa Falls, Iowa 50126-0370
Attention: Sid Bolton

b. To Vendor:

BrowseSafe L.L.C.
335 West Ninth Street
Suite 100
Indianapolis, IN 46202
Attention: Ted O'Brien

8. This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by vendor or
Riverside without the express written consent of either party.

9. When Vendor furnishes Riverside material to distribute, Vendor
represents and warrants that none of such matter (either as furnished to
Riverside by Vendor or as altered by Riverside at the direction of Vendor)
infringes any copyright, is libelous, or otherwise violates the property rights
or privacy rights of other persons.

<PAGE>

-7-

10. The laws of the State of Iowa shall control this Agreement as to all
matters, including, but not limited to, matters of validity, construction,
effect and performance.

11. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings
(written or oral) between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the date first written above.

BrowseSafe L.L.C.

/s/ Ted O'Brien
-------------------------------
Mr. Ted O'Brien

/s/ Lori Biggs (Attest)
- ------------------------

RIVERSIDE BOOK & BIBLE HOUSE,
INCORPORATED

/s/ Sid Bolton
---------------------------------
Sid Bolton

/s/ Lori Biggs (Attest)
- ------------------------

Exhibit 6.10

EXODUS COMMUNICATIONS, INC.

INTERNET DATA CENTER SERVICES AGREEMENT

THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made
effective as of the Submission Date (December 31, 1998) indicated in the initial
Internet Data Center Services Order Form accepted by Exodus, by and between
Exodus Communications, Inc. ("Exodus") and the customer identified below
("Customer").

PARTIES:

CUSTOMER NAME: BROWSESAFE, LLC
-------------------------------
ADDRESS: 335 W. 9TH STREET, SUITE 100
-------------------------------
INDIANAPOLIS, IN 46202
-------------------------------
PHONE: 317-633-6656
-------------------------------
FAX: 317-633-6655
-------------------------------

EXODUS COMMUNICATIONS, INC.
2831 Mission College Blvd.
Santa Clara, CA 95055-1838
Phone: (408) 346-2200
Fax: (408) 346-2420

1. INTERNET DATA CENTER SERVICES.

Subject to the terms and conditions of this Agreement, during the term of this
Agreement, Exodus will provide to Customer the services described in the
Internet Data Center Services Order Form(s) ("IDC Services Order Form(s)")
accepted by Exodus, or substantially similar services if such substantially
similar services would provide Customer with substantially similar benefits
("Internet Data Center Services"). All IDC Services Order Forms accepted by
Exodus are incorporated herein by this reference, each as of the Submission Date
indicated in such form.

2. FEES AND BILLING.

2.1 Fees. Customer will pay all fees due according to the IDC Services Order
Form(s).

2.2 Billing Commencement. Billing for Internet Data Center Services, other
than Setup Fees, indicated in the initial IDC Services Order Form shall commence
on the earlier to occur of (i) the "Installation Date" indicated in the initial
IDC Services Order Form, regardless of whether Customer has commenced use of the
Internet Data Center Services, unless Customer is unable to install the Customer
Equipment and/or use the Internet Data Center Services by the Installation Date
due to the fault of Exodus, then billing will not begin until the date Exodus
has remedied such fault and (ii) the date the "Customer Equipment" (Customer's
computer hardware and other tangible equipment, as identified in the Customer
Equipment List which is incorporated herein by this reference) is placed by
Customer in the "Customer Area" (the portion(s) of the Internet Data Centers, as
defined in Section 3.1 below, made available to Customer hereunder for the
placement of Customer Equipment) and is operational. All Setup Fees will be
billed upon receipt of a Customer signed IDC Services Order Form. In the event
that Customer orders additional Internet Data Center Services, billing for such
services shall commence on the date Exodus first provides such additional
Internet Data Center Services to Customer or as otherwise agreed to by Customer
and Exodus.

2.3 Billing and Payment Terms. Customer will be billed monthly in advance of
the provision of Internet Data Center Services, and payment of such fees will be
due within thirty (30) days of the date of each Exodus invoice. All payments
will be made in U.S. dollars. Late payments hereunder will accrue interest at a
rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed
by applicable law, whichever is lower. If in its judgment Exodus determines that
Customer is not creditworthy or is otherwise not financially secure, Exodus may,
upon written notice to Customer, modify the payment terms to require full
payment before the provision of Internet Data Center Services or other
assurances to secure Customer's payment obligations hereunder.

2.4 Taxes. All payments required by this Agreement are exclusive of all
national, state, municipal or other governmental excise, sales, value-added,
use, personal property, and occupational taxes, excises, withholding taxes and
obligations and other levies now in force or enacted in the future, all of which
Customer will be responsible for and will pay in full, except for taxes based on
Exodus' net income.

3. CUSTOMER'S OBLIGATIONS.

3.1 Compliance with Law and Rules and Regulations. Customer agrees that
Customer will comply at all times with all applicable laws and regulations and
Exodus' general rules and regulations relating to its provision of Internet Data
Center Services, as updated by Exodus from time to time ("Rules and
Regulations"). Customer acknowledges that Exodus exercises no control whatsoever
over the content of the information passing through its sites containing the
Customer Area and equipment and facilities used by Exodus to provide Internet
Data Center Services ("Internet Data Centers"), and that it is the sole
responsibility of Customer to ensure that the information it transmits and
receives complies with all applicable laws and regulations.

3.2 Customer's Costs. Customer agrees that it will be solely responsible, and
at Exodus's request will reimburse Exodus, for all costs and expenses (other
than those included as part of the Internet Data Center Services and except as
otherwise expressly provided herein) it incurs in connection with this
Agreement.

3.3 Access and Security. Customer will be fully responsible for any charges,
costs, expenses (other than those included in the Internet Data Center
Services), and third party claims that may result from its use of, or access to,
the Internet Data Centers and/or the Customer Area including but not limited to
any unauthorized use of any access devices provided by Exodus hereunder. Except
with the advanced written consent of Exodus, Customer's access to the Internet
Data Centers will be limited solely to the individuals identified and authorized
by Customer to have access to the Internet Data Centers and the Customer Area in
accordance with this Agreement, as identified in the Customer Registration Form,
as amended from time to time, which is hereby incorporated by this reference
("Representatives").

3.4 No Competitive Services. Customer may not at any time permit any Internet
Data Center Services to be utilized for the provision of any services that
compete with any Exodus services, without Exodus' prior written consent.

3.5 Insurance.

(a) Minimum Levels. Customer will keep in full force and effect during the
term of this Agreement: (i) comprehensive general liability insurance in an
amount not less than $5 million per occurrence for bodily injury and property
damage; (ii) employer's liability insurance in an amount not less than $1
million per occurrence; and (iii) workers' compensation insurance in an amount
not less than that required by applicable law. Customer also agrees that it
will, and will be solely responsible for ensuring that its agents (including
contractors and subcontractors) maintain, other insurance at levels no less than
those required by applicable law and customary in Customer's and its agents'
industries.

(b) Certificates of Insurance. Prior to installation of any Customer Equipment
in the Customer Area, Customer will furnish Exodus with certificates of
insurance which evidence the minimum levels of insurance set forth above.

(c) Naming Exodus as an Additional Insured. Customer agrees that prior to the
installation of any Customer Equipment, Customer will cause its insurance
provider(s) to name Exodus as an additional insured and notify Exodus in writing
of the effective date thereof.

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information. Each party acknowledges that it will have access
to certain confidential information of the other party concerning the other
party's business, plans, customers, technology, and products, including the
terms and conditions of this Agreement ("Confidential Information").
Confidential Information will include, but not be limited to, each party's
proprietary software and customer information. Each party agrees that it will
not use in any way, for its own account or the account of any third party,
except as expressly permitted by this Agreement, nor disclose to any third party
(except as required by law or to that party's attorneys, accountants and other
advisors as reasonably necessary), any of the other party's Confidential
Information and will take reasonable precautions to protect the confidentiality
of such information.

4.2 Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party; (ii)
becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Warranties by Customer.

(a) Customer Equipment. Customer represents and warrants that it owns or has
the legal right and authority, and will continue to own or maintain the legal
right and authority during the term of this Agreement, to place and use the
Customer Equipment as contemplated by this Agreement. Customer further
represents and warrants that its placement, arrangement, and use of the Customer
Equipment in the Internet Data Centers complies with the Customer Equipment
Manufacturer's environmental and other specifications.

(b) Customer's Business. Customer represents and warrants that Customer's
services, products, materials, data, information and Customer Equipment used by
Customer in connection with this Agreement as well as Customer's and its
permitted customers' and users' use of the Internet Data Center Services
(collectively, "Customer's Business") does not as of the Installation Date, and
will not during the term of this Agreement operate in any manner that would
violate any applicable law or regulation.

(c) Rules and Regulations. Customer has read the Rules and Regulations and
represents and warrants that Customer and Customer's Business are currently in
full compliance with the Rules and Regulations, and will remain so at all times
during the term of this Agreement.

(d) Breach of Warranties. In the event of any breach, or reasonably
anticipated breach, of any of the foregoing warranties, in addition to any other
remedies available at law or in equity, Exodus will have the right immediately,
in Exodus' sole discretion, to suspend any related Internet Data Center Services
if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its
business.

NonStandard - BrowseSafe, LLC 021999
EXODUS COMMUNICATIONS, INC. CONFIDENTIAL AND PROPRIETARY (rev 6/98)

Page 1
<PAGE>

5.2 Warranties and Disclaimers by Exodus.

5.2(a) Service Level Warranty. In the event Customer experiences any of
the following and Exodus determines in its reasonable judgment that such
inability was caused by Exodus' failure to provide Internet Data Center Services
for reasons within Exodus' reasonable control and not as a result of any actions
or inactions of Customer or any third parties (including Customer Equipment and
third party equipment), Exodus will, upon Customer's request in accordance with
paragraph (iii) below, credit Customer's account as described below:

(i) Inability to Access the Internet (Downtime). If Customer is unable
to transmit and receive information from Exodus' Internet Data Centers (i.e.,
Exodus' LAN and WAN) to other portions of the Internet because Exodus failed to
provide the Internet Data Center Services for more than fifteen (15) consecutive
minutes, Exodus will credit Customer's account the pro-rata connectivity charges
(i.e., all bandwidth related charges) for one (1) day of service, up to an
aggregate maximum credit of connectivity charges for seven (7) days of service
in any one calendar (1) month. Exodus' scheduled maintenance of the Internet
Data Centers and Internet Data Center Services, as described in the Rules and
Regulations, shall not be deemed to be a failure of Exodus to provide Internet
Data Center Services. For purposes of the foregoing, "unable to transmit and
receive" shall mean sustained packet loss in excess of 50% based on Exodus'
measurements.

(ii) Packet Loss and Latency. Exodus does not proactively monitor the
packet loss or transmission latency of specific customers. Exodus does, however,
proactively monitor the aggregate packet loss and transmission latency within
its LAN and WAN. In the event that Exodus discovers (either from its own efforts
or after being notified by Customer) that Customer is experiencing packet loss
in excess of one percent (1%) ("Excess Packet Loss") or transmission latency in
excess of 120 milliseconds round trip time (based on Exodus' measurements)
between any two Internet Data Centers within Exodus' U.S. network (collectively,
"Excess Latency", and with Excess Packet Loss "Excess Packet Loss/Latency"), and
Customer notifies Exodus (or confirms that Exodus has notified Customer), Exodus
will take all actions necessary to determine the source of the Excess Packet
Loss/Latency.

(A) Time to Discover Source of Excess Packet Loss/Latency;
Notification of Customer. Within two (2) hours of discovering the existence of
Excess Packet Loss/Latency, Exodus will determine whether the source of the
Excess Packet Loss/Latency is limited to the Customer Equipment and the Exodus
equipment connecting the Customer Equipment to Exodus' LAN ("Customer Specific
Packet Loss/Latency"). If the Excess Packet Loss/Latency is not a Customer
Specific Packet Loss/Latency, Exodus will determine the source of the Excess
Packet Loss/Latency within two (2) hours after determining that it is not a
Customer Specific Packet Loss/Latency. In any event, Exodus will notify Customer
of the source of the Excess Packet Loss/Latency within sixty (60) minutes after
identifying the source.

(B) Remedy of Excess Packet Loss/Latency. If the Excess Packet
Loss/Latency remedy is within the sole control of Exodus, Exodus will remedy the
Excess Packet Loss/Latency within two (2) hours of determining the source of the
Excess Packet Loss/Latency. If the Excess Packet Loss/Latency is caused from
outside of the Exodus LAN or WAN, Exodus will notify Customer and will use
commercially reasonable efforts to notify the party(ies) responsible for the
source and cooperate with it(them) to resolve the problem as soon as possible.

(C) Failure to Determine Source and/or Resolve Problem. In the
event that Exodus is unable to determine the source of and remedy the Excess
Packet Loss/Latency within the time periods described above (where Exodus was
solely in control of the source), Exodus will credit Customer's account the
pro-rata connectivity charges for one (1) day of service for every two (2) hours
after the time periods described above that it takes Exodus to resolve the
problem, up to an aggregate maximum credit of connectivity charges for seven (7)
days of service in any one (1) month.

(iii) Customer Must Request Credit: To receive any of the credits described
in this section 5.2(a), Customer must notify Exodus within three (3) business
days from the time Customer becomes eligible to receive a credit. Failure to
comply with this requirement will forfeit Customer's right to receive a credit.

(iv) Remedies Shall Not Be Cumulative; Maximum Credit: In the event that
Customer is entitled to multiple credits hereunder arising from the same event,
such credits shall not be cumulative and Customer shall be entitled to receive
only the maximum single credit available for such event. In no event will Exodus
be required to credit Customer in any one (1) calendar month connectivity
charges in excess of seven (7) days of service. A credit shall be applied only
to the month in which there was the incident that resulted in the credit.
Customer shall not be eligible to receive any credits for periods in which
Customer received any Internet Data Center Services free of charge.

(v) Termination Option for Chronic Problems: If, in any single calendar
month, Customer would be able to receive credits totaling fifteen (15) or more
days (but for the limitation in paragraph (iv) above) resulting from three (3)
or more events during such calendar month or, if any single event entitling
customer to credits under paragraph 5.2(a)(i) exists for a period of eight (8)
consecutive hours, then, Customer may terminate this Agreement for cause and
without penalty by notifying Exodus within five (5) days following the end of
such calendar month. Such termination will be effective thirty (30) days after
receipt of such notice by Exodus.

THIS WARRANTY DOES NOT APPLY TO ANY INTERNET DATA CENTER SERVICES THAT EXPRESSLY
EXCLUDE THIS WARRANTY (AS DESCRIBED IN THE SPECIFICATION SHEETS FOR SUCH
PRODUCTS). THIS SECTION 5.2(a) STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
ANY FAILURE BY EXODUS TO PROVIDE INTERNET DATA CENTER SERVICES.

(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN SUBSECTION
(a) ABOVE, THE INTERNET DATA CENTER SERVICES ARE PROVIDED ON AN "AS IS" BASIS,
AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT ITS OWN RISK.
EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
EXODUS DOES NOT WARRANT THAT THE INTERNET DATA CENTER SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

(c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties.
EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS' INTERNET
DATA CENTERS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART
ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.
AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE
SITUATIONS IN WHICH EXODUS' CUSTOMERS' CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH EXODUS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH
EVENTS, EXODUS CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, EXODUS
DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

6. LIMITATIONS OF LIABILITY.

6.1 Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSONS VISITING THE
INTERNET DATA CENTERS DOES SO AT ITS OWN RISK AND EXODUS ASSUMES NO LIABILITY
WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN
EXODUS' NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO SUCH
PERSONS DURING SUCH A VISIT.

6.2 Damage to Customer Equipment or Business. EXODUS ASSUMES NO LIABILITY FOR
ANY DAMAGE TO, OR LOSS RELATING TO, CUSTOMER'S BUSINESS RESULTING FROM ANY CAUSE
WHATSOEVER. CERTAIN CUSTOMER EQUIPMENT, INCLUDING BUT NOT LIMITED TO CUSTOMER
EQUIPMENT LOCATED ON CYBERRACKS, MAY BE DIRECTLY ACCESSIBLE BY OTHER CUSTOMERS.
EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE TO, OR LOSS OF, ANY CUSTOMER
EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN EXODUS' GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO, OR LOSS
OF, THE CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY
TO THE THEN-CURRENT VALUE OF THE CUSTOMER EQUIPMENT.

6.3 Exclusions. EXCEPT AS SPECIFIED IN SECTIONS 6.1 AND 6.2, IN NO EVENT WILL
EXODUS BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY
CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, CUSTOMER EQUIPMENT,
CUSTOMER'S BUSINESS OR OTHERWISE, AND ANY LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE
OF SERVICE OR OF ANY CUSTOMER EQUIPMENT OR CUSTOMER'S BUSINESS, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

6.4 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, EXODUS'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN
CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY
CUSTOMER TO EXODUS HEREUNDER FOR THE PRIOR TWELVE (12) MONTH PERIOD.

6.5 Customer's Insurance. Customer agrees that it will not pursue any claims
against Exodus for any liability Exodus may have under or relating to this
Agreement until Customer first makes claims against Customer's insurance
provider(s) and such insurance provider(s) finally resolve(s) such claims.

6.6 Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges
that Exodus has set its prices and entered into this Agreement in reliance upon
the limitations of liability and the disclaimers of warranties and damages set
forth herein, and that the same form an essential basis of the bargain between
the parties. The parties agree that the limitations and exclusions of liability
and disclaimers specified in this Agreement will survive and apply even if found
to have failed of their essential purpose.

7. INDEMNIFICATION.

7.1 Exodus' Indemnification of Customer. Exodus will indemnify, defend and
hold Customer harmless from and against any and all costs, liabilities, losses,
and expenses (including, but not limited to, reasonable attorneys' fees)
(collectively, "Losses") resulting from any claim, suit, action, or proceeding
(each, an "Action") brought against Customer alleging (i) the infringement of
any third party registered U.S. copyright or issued U.S. patent resulting from
the provision of Internet Data Center Services pursuant to this Agreement (but
excluding any infringement contributorily caused by Customer's Business or
Customer Equipment) and (ii) personal injury to Customer's Representatives from
Exodus's gross negligence or willful misconduct.

7.2 Customer's Indemnification of Exodus. Customer will indemnify, defend and
hold Exodus, its affiliates and customers harmless from and against any and all
Losses resulting from or arising out of any Action brought by or against Exodus,
its affiliates or customers alleging: (a) with respect to the Customer's
Business: (i) infringement or misappropriation of any intellectual property
rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of
the rights of privacy or publicity; or (iii) spamming, or any other offensive,
harassing or illegal conduct or violation of the Rules and Regulations; (b) any
damage or destruction to the Customer Area, the Internet Data Centers or the
equipment of Exodus or any other customer by Customer or Representative(s) or
Customer's designees; or (c) any other damage arising from the Customer
Equipment or Customer's Business.

NonStandard - BrowseSafe, LLC 021999
EXODUS COMMUNICATIONS, INC. CONFIDENTIAL AND PROPRIETARY (rev 6/98)

Page 2
<PAGE>

7.3 Notice. Each party will provide the other party prompt written notice upon
of the existence of any such event of which it becomes aware, and an opportunity
to participate in the defense thereof.

8. TERM AND TERMINATION.

8.1 Term. This Agreement will be effective for a period of six (6) months from
the Installation Date, unless earlier terminated according to the provisions of
this Section 8. The Agreement will automatically renew for additional terms of
six (6) months each.

8.2 Termination.

(a) For Convenience.

(i) By Customer During First Sixty Days. Customer may terminate this Agreement
for convenience by providing written notice to Exodus at any time during the
sixty (60) day period beginning on the Installation Date.

(ii) By Either Party. Either party may terminate this Agreement for
convenience at any time effective after the second six (6) month term by
providing thirty (30) days' prior written notice to the other party at any time
thereafter.

(b) For Cause. Either party will have the right to terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within thirty (30) days after receipt of
written notice of the same, except in the case of failure to pay fees, which
must be cured within five (5) days after receipt of written notice from Exodus;
(ii) the other party becomes the subject of a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation,
or composition for the benefit of creditors; or (iii) the other party becomes
the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.

8.3 No Liability for Termination. Neither party will be liable to the other
for any termination or expiration of this Agreement in accordance with its
terms.

8.4 Effect of Termination. Upon the effective date of expiration or
termination of this Agreement: (a) Exodus will immediately cease providing the
Internet Data Center Services; (b) any and all payment obligations of Customer
under this Agreement will become due immediately; (c) within thirty (30) days
after such expiration or termination, each party will return all Confidential
Information of the other party in its possession at the time of expiration or
termination and will not make or retain any copies of such Confidential
Information except as required to comply with any applicable legal or accounting
record keeping requirement; and (d) Customer will remove from the Internet Data
Centers all Customer Equipment and any of its other property within the Internet
Data Centers within five (5) days of such expiration or termination and return
the Customer Area to Exodus in the same condition as it was on the Installation
Date, normal wear and tear excepted. If Customer does not remove such property
within such five-day period, Exodus will have the option to (i) move any and all
such property to secure storage and charge Customer for the cost of such removal
and storage, and/or (ii) liquidate the property in any reasonable manner.

8.5 Customer Equipment as Security. In the event that Customer fails to pay
Exodus all amounts owed Exodus under this Agreement when due, Customer Agrees
that upon written notice, Exodus may take possession of any Customer Equipment
and store it, at Customer's expense, until taken in full or partial satisfaction
of any lien or judgment, all without being liable to prosecution or for damages.

8.6 Survival. The following provisions will survive any expiration or
termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8 and 9.

9. MISCELLANEOUS PROVISIONS.

9.1 Force Majeure. Except for the obligation to pay money, neither party will
be liable for any failure or delay in its performance under this Agreement due
to any cause beyond its reasonable control, including act of war, acts of God,
earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet, provided that the delayed party:
(a) gives the other party prompt notice of such cause, and (b) uses its
reasonable commercial efforts to correct promptly such failure or delay in
performance.

9.2 No Lease. This Agreement is a services agreement and is not intended to
and will not constitute a lease of any real or personal property. Customer
acknowledges and agrees that (i) it has been granted only a license to occupy
the Customer Space and use the Internet Data Centers and any equipment provided
by Exodus in accordance with this Agreement, (ii) Customer has not been granted
any real property interest in the Customer Space or Internet Data Centers, and
(iii) Customer has no rights as a tenant or otherwise under any real property or
landlord/tenant laws, regulations, or ordinances. For good cause, including the
exercise of any rights under Section 8.5 above, Exodus may suspend the right of
any Representative or other person to visit the Internet Data Centers.

9.3 Marketing. Customer agrees that Exodus may refer to Customer by trade name
and trademark, and may briefly describe Customer's Business, in Exodus'
marketing materials and web site. Customer hereby grants Exodus a license to use
any Customer trade names and trademarks solely in connection with the rights
granted to Exodus pursuant to this Section 9.3.

9.4 Government Regulations. Customer will not export, re-export, transfer, or
make available, whether directly or indirectly, any regulated item or
information to anyone outside the U.S. in connection with this Agreement without
first complying with all export control laws and regulations which may be
imposed by the U.S. Government and any country or organization of nations within
whose jurisdiction Customer operates or does business.

9.5 Non-Solicitation. During the period beginning on the Installation Date and
ending on the first anniversary of the termination or expiration of this
Agreement in accordance with its terms, Customer agrees that it will not, and
will ensure that its affiliates do not, directly or indirectly, solicit or
attempt to solicit for employment any persons employed by Exodus during such
period.

9.6 Governing Law; Dispute Resolution, Severability; Waiver. This Agreement is
made under and will be governed by and construed in accordance with the laws of
the State of California (except that body of law controlling conflicts of law)
and specifically excluding from application to this Agreement that law known as
the United Nations Convention on the International Sale of Goods. Any dispute
relating to the terms, interpretation or performance of this Agreement (other
than claims for preliminary injunctive relief or other pre-judgment remedies)
will be resolved at the request of either party through binding arbitration.
Arbitration will be conducted in Santa Clara County, California, under the rules
and procedures of the Judicial Arbitration and Mediation Society ("JAMS"). The
parties will request that JAMS appoint a single arbitrator possessing knowledge
of online services agreements; however the arbitration will proceed even if such
a person is unavailable. In the event any provision of this Agreement is held by
a tribunal of competent jurisdiction to be contrary to the law, the remaining
provisions of this Agreement will remain in full force and effect. The waiver of
any breach or default of this Agreement will not constitute a waiver of any
subsequent breach or default, and will not act to amend or negate the rights of
the waiving party.

9.7 Assignment; Notices. Customer may not assign its rights or delegate its
duties under this Agreement either in whole or in part without the prior written
consent of Exodus, except that Customer may assign this Agreement in whole as
part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets. Any attempted assignment or delegation without
such consent will be void. Exodus may assign this Agreement in whole or part.
This Agreement will bind and inure to the benefit of each party's successors and
permitted assigns. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
confirmed facsimile, or mailed by registered or certified mail, return receipt
requested, postage prepaid, in each case to the address of the receiving party
indicated on the signature page hereof, or at such other address as may
hereafter be furnished in writing by either party hereto to the other. Such
notice will be deemed to have been given as of the date it is delivered, mailed
or sent, whichever is earlier.

9.8 Relationship of Parties. Exodus and Customer are independent contractors
and this Agreement will not establish any relationship of partnership, joint
venture, employment, franchise or agency between Exodus and Customer. Neither
Exodus nor Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent, except as
otherwise expressly provided herein.

9.9 Entire Agreement; Counterparts. This Agreement, including all documents
incorporated herein by reference, constitutes the complete and exclusive
agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces any and all prior or contemporaneous discussions,
negotiations, understandings and agreements, written and oral, regarding such
subject matter. This Agreement may be executed in two or more counterparts, each
of which will be deemed an original, but all of which together shall constitute
one and the same instrument.

Customer's and Exodus' authorized representatives have read the foregoing and
all documents incorporated therein and agree and accept such terms effective as
of the date first above written.

CUSTOMER EXODUS COMMUNICATIONS, INC.

Signature: /s/ Mark Smith Signature:
-------------------------- ------------------------

Print Name: Mark Smith Print Name:
------------------------- -----------------------

Title: President Title:
-------------------------- ------------------------

NonStandard - BrowseSafe, LLC 021999
EXODUS COMMUNICATIONS, INC. CONFIDENTIAL AND PROPRIETARY (rev 6/98)

Page 3

Exhibit 10.2

BARRY L . FRIEDMAN, P.C.
Certified Public Accountant

1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO (702) 896-0278

January 4, 2000

Securities Exchange Commission
450 Fifth Street
Washington, DC 20549

Ladies and Gentlemen:

We have read the statements made by BrowseSafe.com, Inc., in its Amendment No. 1
to Form 10SB, Part II, Item 3, which we understand will be filed with the
Commission pursuant to Regulation SB. We agree with the statements in these
paragraphs concerning our firm.

Very truly yours,

/s/ BARRY L. FRIEDMAN

BARRY L. FRIEDMAN, P.C.

Exhibit 10.3

JUPITER
COMMUNICATIONS
Online Intelligence Jupiter Communications, LLC 212-780-6060
627 Broadway Fax 212-780-6075
New York, NY 10012 WWW.jup.com

Press Release PR Contacts:

Diana Gareilk Denise Waipole
Jupiter Communications The Terpin Group
Tel: 212-780-6060 x193 Tel: 212-473-7500 x12
E-mail: [email protected] E-mail: [email protected]

FOR IMMEDIATE RELEASE
- ---------------------

53 Percent of Parents Receptive to Subscription-Based
Safe Online Environments, Jupiter Survey Finds

New York. NY, June 23, 1998.--More than half of parents with online-savvy kids
would be open to paying for subscription services that monitor content and chat
for kids (and more than a quarter indicate a strong willingness to pay) Jupiter
analysts said today at Jupiter's Digital Kids `98 conference in San Francisco.
Sixty-eight percent of parents are very concerned about their children's use of
the Internet and try to limit their activities online, according to a recent
Jupiter Communications consumer survey (performed by NFO Interactive). Parents
view chat, e-mail from strangers, adult entertainment, and privacy as the
biggest threats to their children's safety. Advertising weighed in as a low
concern, with only 17 percent of parents viewing online ads as a drawback on Web
sites, the survey found.

For kids (children under 13) and teenagers (youths from 13 to 18), 66 percent of
parents polled said they restrict their children from giving out personal
information over the Internet; nearly 62 percent restrict shopping, and almost
54 percent try to prohibit access to adult entertainment online.

"This is important news for Web sites aimed at kids," said Regina Joseph, senior
analyst for Consumer Content Strategies at Jupiter Communications. "Businesses
should aggressively focus on advertising and subscription revenue models for
kid-oriented Web sites, while posting prominent privacy statements, eradicating
direct marketing through e-mail, and scaling back on requests for personal
information."

The Digital Kids `98 conference also discussed the relationship between kids'
use of the Internet and TV in terms of cross-promotional marketing, interaction,
and usage patterns. The Jupiter survey found that a significant minority (one
third of kids and more than 40 percent of teens) report fewer hours spent
watching TV as a result of the Internet. Respondents ranked e-mail (54 percent),
general surfing (37 percent), homework (37 percent), games (30 percent), and
chat (29 percent) as the most common online activities.

"Kids still spend more time per week watching TV than they spend online, but we
believe that this slow erosion of TV time into Web time could parlay into a
substantial opportunity for broadcasters," said Joseph. "The cross-promotional
and brand loyalty implications of moving an audience from the realm of TV to the
Internet is the stuff marketers dream of. Broadcasters need to be vigilant in
exploiting their young audiences through creative bundling of online content and
TV entertaInment without offending the sensibilities of the parents. All Web
sites aimed at kids should walk this line carefully to ensure that the core of
their business can attract kids while at the same time assuaging parents'
fears."

- MORE -
<PAGE>

Jupiter's third annual Digital Kids `98 conference attracted more than 300
attendees from across the industry to explore the movement of kids' communities
online. Noted Jupiter analysts and speakers from companies such as Microsoft,
AOL, Sony Interactive Studios America, DC Comics, Children's Television
Workshop, Nickelodeon, Scholastic, PBS Online, National Geographic Interactive,
and others discussed issues of community, safety, retailing, advertising, toys,
design, games, and more related to the online kids' market.

Jupiter Communications (www.Jup.com) is a new media research firm that helps
companies make intelligent business decisions about consumer interactivity.
Focused exclusively on how the Internet and other technologies are changing
traditional consumer industries, Jupiter's Strategic Planning Services (SPS)
deliver a continuous flow of analysis, primary data, and market projections. SPS
offers companies investing in new technologies a framework for realizing return
on investment--both for new lines of business in mainstream media,
entertainment, commerce, and marketing, as well as for Internet- and
technology-based start-ups. Jupiter also produces industry seminars,
newsletters, and book-length studies. New York City-based Jupiter
Communications, LLC was established in 1986 and is an independent, privately
held company.

###

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