VDO COM INC /FL
8-K/A, EX-99.1, 2000-08-18
RACING, INCLUDING TRACK OPERATION
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                            Embryo Capital Group, Inc

                                Executive Summary
                                      2000

                                                               Executive Summary



Mission Statement

Embryo  capital  group,  Inc.  ("ECG") is a  development  company set to develop
promising technologies in the medical, Internet and telecommunication sectors.


Objectives

Embryo  capital group was formed in 1999 to develop  embryonic  stage  companies
that are deemed to having promising  products,  concepts and personnel.  Through
the knowledge,  experience and networking of its officers and advisors, ECG will
provide the necessary  support and management to build,  solidify and expand the
company's  infrastructure.  ECG will also aid in the  development of appropriate
prototypes and demos.

The Market

The need for  development  and  marketing  of new  inventions  is a constant and
ever-growing  market.  With the tremendous  growth in the medical and technology
segment the need for "value  added"  management  skills has become  increasingly
greater.  Value added  management  and  development  is the influx  industry and
general business management  expertise.  A successful business venture will rely
heavily on people that are well versed in corporate finance, law, management and
marketing. Since individuals who most often found technology companies are those
with backgrounds in science,  technology and  engineering,  most are lacking the
expertise in business  structure and management that is vital to success.  It is
no wonder that reports show that only six out one million  inventions ever reach
the marketplace.  ECG, with its unique management and development programs, will
act as a business  incubator and  accelerator for promising  start-up  entities.
With the assistance of our  experience  and diverse group of advisors,  ECG will
assist in translating  concepts into marketable  items,  and subsequently in the
development of industry contacts.

Furthermore,  with the group's contacts within each industry, ECG will assist in
designing and building necessary prototypes and model demos.


                                       2



<PAGE>


                                                                      Management


The  management  and advisors of ECG are its  strongest  asset.  Management  and
advisors will be responsible for:

o   Seeking ventures to develop
o   Deeming ventures worthy
o   Due diligence
o   Helping the company secure investment capital
o   Obtaining necessary management talent
o   Preparation of business plans and financial models
o   Technology development and trial process
o   Assisting in designing and building prototypes
o   Develop intellectual property rights and technology patents
o   Development of industry contacts
o   Identify strategic partnerships and negotiate joint ventures
o   Product implementation, manufacturing and marketing

The  following  is a list of current  management  and  advisors.  The company is
constantly  seeking  additional  talent to broaden  and  diversify  its areas of
expertise.


Max Shneibalg, CEO

Max Shneibalg has a strong background in sales,  management,  product design and
implementation, purchasing and both public and private funding. Prior experience
includes  four years as  President of Beaupre  Manufacturing,  Inc. in Montreal,
Canada.  Mr. Shneibalg also spent two years managing  promotions and funding for
two publicly  traded  companies,  Power  phone,  Inc.  (PWPH) and TMC  Agroworld
Corporation  (TACN). He also spend two years as Vice President of L&M Electrical
Contracting  Corp.  where his duties involved  product design,  price estimates,
quality  control,   architectural   review,  and  customer   satisfaction.   Mr.
Shneibalg's  role in Embryo  Capital  will be to seek worthy  ventures,  the due
diligence process of prospective ventures, funding and business implementation.


Basilio Chen, Chief Technology Advisor

Basilio  has  over  25  years  of  technical,   managerial  and  entrepreneurial
experience in high-tech  product  development for  telecommunications,  embedded
computing  and  computer  controlled  systems for  industrial,  commercial,  and
consumer  electronics.  He  provides  business  management  and  engineering  of
embedded   computing   technology  and  software   engineering   processes  from
requirement specifications to manufacturing.

Mr. Chen has performed engineering and management functions for many commercial,
industrial,  and governmental  organizations  and pioneered many areas in system
engineering,   electrical  software   engineering,   software  verification  and
validation,  software  safety,  development,  inspection,  auditing  and quality
assurance.


                                       3


<PAGE>



His technical and  managerial  expertise  include  techno-business  development,
engineering  development,  verification/validation  of software and hardware for
high reliability systems including process control, supervisory control and data
acquisition,  robotics, medical equipment,  telecommunication systems, and other
mission critical systems.  He trains and mentors management and professionals in
the  high-tech  industry on the  subject of  techno-business  development,  zero
defect real-time software and gives seminars in Internet appliances.

Mr. Chen's received his degree from California State Polytechnic University.  He
later attended the Florida State  University  Master of Business  Administration
program and  subsequently  was a post graduate  researcher at the  University of
British Columbia  involved in Dynamic Signature  Pattern  Recognition.  Mr. Chen
speaks internationally on real-time software and software quality management. He
is on the International Technological University Board of Trustees and regularly
teaches software safety for the Zurich Insurance Group. He has been a consultant
to Fortune 500 companies such as FMC, General Signal, Raychem, Ericsson, Pacific
Bell, Fujitsu America, IBM, and Perkin Elmer.

Mr. Chen, with his deep-rooted  experience in the technology sector,  will be an
invaluable asset to the Embryo capital group. His responsibilities will include,
due  diligence,  building  and  designing  of  prototypes  and  overall  product
implementation.


Robert G.L. Shorr, Chief Science Advisor

Robert Shorr  competencies  include the financing and commercial  development of
pharmaceutical  and biotechnology  ventures,  selection of technology or company
targets,  and planning of business growth.  Robert has successfully  raised over
$50 million dollars in financing including $25 million for Enzon, Inc. Investors
include  institutional  and  private  funds  and other  biotechnology  companies
including Schering Plough,  Bristol-Myers  Squibb, Eli Lilly, Baxter Healthcare.
Robert was also intimately involved in 30 other deals worth $50 million dollars.

Robert is currently a principal in Altira  Capital and  Consulting LLP where his
responsibilities include:

o  The selection of technology and opportunities  for investment,  creation of
   business model and plans as well as offering memoranda and prospectus on an
   international scale.
o  Identification of strategic partnerships and negotiation of deals.
o  Development of intellectual property plans and technology patent portfolios.
o  Management of technology development and clinical trial processes.
o  Market introduction and sales support.
o  Road shows to support private placement and public investment.


                                       4


<PAGE>



Mr. Schorr is Director of Business  Development for the State  University of New
York at Stony Brook Center for  Advanced  Technology.  He was  formerly  (1991 -
1998) Vice  President  of Science  and  Technology  for  Enzon,  Inc.  where his
responsibilities included:

o    Engineered strategic joint ventures, co-development agreements, partnering,
     licensing, sale of technology, and spin-offs.
o    Created strategic and creative alliances, licensed technology and marketing
     rights. Sold discovery stage products for further development.
o    Negotiated the buying  and selling  of research,  development, and clinical
     trial work.
o    Networked with VC firms, investment bankers,  institutional  funds, brokers
     and capital companies
o    Structured and managed due diligence.
o    Created  impacting formats for presentation to financial  backers.
o    Prepared and wrote  business plans and executive  summaries.
o    Made  presentations  that secured financial commitments.


Robert was the Founder,  Vice President  Technology and Chief Scientific Officer
of AT Biochem.  The Company was devoted to research and  development of polymers
used in automated DNA sequencing. The company was sold to FMC in 1991.


Peter H. Muller, Chief Engineering Advisor

Peter H. Muller has been President of InterForm,  an  internationally  acclaimed
product  development  and design firm.  His  professional  expertise is based on
highly  diversified  international  product  development  and  design  for major
industries in Europe, USA, Japan, Korea, Malaysia,  Australia and Hong Kong. His
clients range from General Motors to start-up  companies with activities ranging
from concept  development  and problem solving to engineering and graphical user
interfaces.

His list of client companies include: Alltel, Avery Dennison,  Becton Dickenson,
Echelon,  General  Electric,   General  Motors,  Fujitsu,   Phillips,   RayoVac,
RCA/Thompson, Samsonite, Plantronics, Hayes, VistaVision and many others.

In addition,  Mr. Muller is currently on the Board of Directors of the Alden Lee
Company and Director of Design at the IPT  Corporation  and the Abarca Group. He
was formerly  Vice  President of Frog Design and Director of PA  Technology  and
Management Consultants.

Mr. Muller has a background in mechanical  engineering with a Master's Degree in
product design from Darmstadt, Germany and management training from Sunset park,
London, UK. He has published articles and given lectures  throughout Europe, USA
and Asia and has received numerous patents and awards throughout his career.


                                       5


<PAGE>




Roger NG, Engineering Advisor

Roger is a highly  experienced  technical  consultant  and  project  manager  to
companies  developing  real-time  software  and  firmware  applications.  He  is
currently   employed  at  EvoTech  as  Vice  President  of  Engineering  and  is
responsible for all project development.

Roger brings a strong  background  in  development  processes  with  emphasis on
design,  documentation  and verification.  Provided  training,  leadership,  and
mentoring  of  software  development.  Has broad  experience  in the  successful
definition,   implementation,   integration   and   verification   of  real-time
applications.


N. Mark Horowitz, Advisor

Mark  Horowitz is  currently  Vice  President  of  Marketing  at American  Stock
Transfer  &  Trust  Co.,  offering  the  services  of  AST,   America's  largest
independent  stock transfer agent, to publicly traded  companies.  He Supervises
and trains a national sales force.

Prior to AST Mark  was  Vice  President  of  AmTrust  Realty,  seeking  suitable
commercial  real estate  properties  for  investment.  Responsibilities  include
performing all the due diligence on properties being offered.

Mark was also Vice President at Wang Recovery Services had the responsibility to
develop  Wang  Recovery  Services  (a  division  of  Wang  Technologies),  which
specializes in Disaster Recovery services.  Upon the company's decision to build
a hot site in lower Manhattan, was placed in charge of supervising construction,
purchasing  computer and  telecommunication  equipment,  and even  designing the
networks.  Was  involved in the hiring of sales  personnel  and  development  of
marketing material.

Directed the company to become  positioned  as the only  provider of call center
recovery,  with the addition of satellite  links to our mobile units.  Developed
the plan whereby Wang Recovery Services,  through various business partnerships,
would be the providers of complete Crisis Recovery Services - phones, computers,
trained  operators  and family  counselors  - to many  smaller  American  and/or
foreign airlines.  Secured approval from DOT, NTSB, and many aviation lawyers in
Washington.


Ezra Rosensaft, Chief Analyst

Ezra is  currently  employed  at KPMG Peat  Marwick LLP as  Strategic  Financial
Analyst for the Internet sector. His responsibilities include:


                                       6


<PAGE>



o    Development of concepts, capabilities, and core competencies from financial
     and strategic viewpoints for Internet companies.
o    Generation  of  ideas  to expand  and  assist in  development  of  company
     websites.
o    Financial statement analysis, due  diligence ,  forecasting  and  valuation
     reports.
o    Valuation  of  public  and  private  companies  for  the  purpose  of,  IPO
     pricing,  Mergers  and  Acquisitions,  purchase  price  allocation,  and
     intangible assets.


Ezra was formerly a research  associate at  McFarland  Dewey & Company  where he
conducted research and analysis of Fortune 500 companies.

Ezra has a MBA in Finance from Fordham University,  Graduate School of Business,
New York, NY.


Stephen Seidenfeld, Financial Analyst

As  President  and  Founder of Seiden  Associates,  a  mortgage,  investing  and
financing institution,  Stephen has generated over $70 million in loans annually
for the past five years. His financing  experience  involves the acquisitions of
large office buildings,  shopping centers,  and apartment houses across the U.S.
He was  also  involved  in the  financing  of  corporate  acquisitions  and  the
structuring of leverage buyouts.


Robert Rodriguez, Healthcare Analyst

Robert is currently a Principal at Altira Capital & Consulting,  LLC a firm that
provides consulting services for the commercialization,  competitive positioning
and funding of  healthcare  related  ventures.  He has  extensive  experience in
assessing the technological  and overall  viability of various  technologies and
products in the  Pharmaceutical,  biotechnology and medical  diagnostic  fields.
Prior positions include Manager of Business  Development at Enzon, Inc. At Enzon
Robert was involved in the negotiations,  implementation and engineering of many
of the  company's  technologies  and  products.  Robert  also spent two years as
Marketing  Manager for Sienna Biotech,  Inc. where he managed the acquisition of
pertinent marketing and business  development related information from a variety
of sources including:  personal interviews  involving domestic and international
opinion letters,  surveys,  proprietary and syndicated  market research studies,
relevant industry and scientific publications.

Robert has an MBA from Rensselaer  Polytechnic  Institute and BS in Biochemistry
from SUNY at Stony Brook.  He was  formerly an Associate  Scientist at Johnson &
Johnson  Ortho  Diagnostic  Systems  and a  Research  Scientist  at the  Kimball
Research Institute of the New York Blood Center.


                                       7


<PAGE>

Evotech

Embryo  capital group has formed a strategic  partnership  with Evotech,  a full
service  product  development  company.  ECG feels  that this  partnership  will
provide the group with a constant flow of fundable  ventures.  Evotech will also
play a strong role in the due dilligence  process and the  development of needed
prototypes.

Since 1984, EvoTech has been one of the leaders in embedded computing solutions.
Their  tremendous  growth over a decade led them out of a home  basement to have
developed a track record of excellence  with many  prominent  startups and large
fortune 500 companies.

Telecommunication  and embedded  controls marks their strength.  A long-standing
history of  commitment  to testing,  validation,  and  verification  keeps their
clients happy through every step of the product lifecycle.

From  high-speed  data  communications  applications,  POTS  linecards to paging
system,  cellular  phones,  and  Internet  appliances,   Evotech  has  pioneered
technology integration using their software, hardware, and firmware expertise.


Telecommunications
------------------

Whether it's a cellular,  xDSL, ATM, SNMP,  Wireless Telecom  Devices/Equipment,
pager,  PCS or  linecards,  Evotech  has the best of minds  to  integrate  their
knowledge base with proven embedded technology to develop products quickly.

Right  after  regulatory  divestiture,  EvoTech  has been  involved  in creating
Telecommunications   products.   Including  Subscriber  Loop,  Customer  Premise
Equipment (CPE)  products,  and Access  Networks  Accessories.  About 70% of the
products that they have  developed  fall into latest xDSL, ATM and SNMP (network
management).

Recent achievement:

  o   Developed  a VDSL line unit to  increase  high-speed  data  access  and
      digital  video  applications  to the latest  offerings of major primary
      telecommunication providers
  o   Completed  a Wireless  Local  Loop  Switching  Processor  for a leading
      wireless  local loop  startup  that uses  spread  spectrum  to customer
      premises distribution.
  o   Developed next generation Smart Phone for multinational
  o   Created the first  High-Bit-Rate  DSL (HDSL) in the market for the leading
      DSL manufacturer in the USA.
  o   From  1991-1995, EvoTech also developed 90% of all linecards for the
      leading fiber access network manufacturer in the valley - the present
      deployment rate is estimated to be over1/2million units.

Technology:

  o   DSOS message-switching embedded technology
  o   Applications such as digital subscriber Loop (xDSL)
  o   Access Networks (fiber-to-the-loop-Bellcore TR-303)
  o   Data communication applications such as T1/E1/T3/DS3, DSU/CSU


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<PAGE>

Encryption and Control System
-----------------------------

Evotech  pioneered the use of DSOS embedded message switching kernel to optimize
ROM/RAM space and megahertz.  It's an exciting  option to save on  total-product
costs,  and  especially  time.  Since 1992,  they have been  providing  security
technologies to manufacturers including alarms and entry security for high-speed
data  communications  and voice  ciphering.  In the security area,  Cryptography
modules and premise  security are readily  adaptable to OEM  specifications.  In
many  cases,  thay  can  add  encryption   services  to  already  existing  data
communication or voice products. And in more newer areas thay are in the process
of  completing  Gas Detection  SCADA line of products  that allows  detection of
unsafe quantities of gases due to material  breakdown.  The specific  technology
being created today is for  Electrical  Transformer  applications,  but its uses
outside of that area could be many.
Other special cases of leading  technologies are autonomous  robotics  vehicles,
Digital Signal Processing  (DSP), and fuzzy logic.  Most developed  products are
for  large  volume  consumer  markets  or  customer  premise  telecommunications
applications. Typical prediction volumes are in the high six figures.


Internet Appliances & Applications
----------------------------------

Our  lifestyle  in the 20th  century  will become more  technologically  driven.
Evotech  accelerates with the latest  technology and bring their best architects
to serve web applications  like Internet radios,  Video and Television.  A quote
from  Henry  Blodget,  Senior  Internet  Analyst  of  Merrill  Lynch  proves the
viability  of  Internet  radio.  He said,  "Music  is one of the  most  exciting
applications  on the  Internet.  There's  a big  promise  that  once  we get the
technology  and the bandwidth to download  music that it's a great  distribution
capability."
Recent Achievement:

  o   Manage prototype  co-development of Internet  appliances like ePhone,
      eRadio, and WebTV
  o   Designed and  implemented  NetRadio  with Cyrix Media GX  processor, touch
      screen, music and web surfing  capability.

Our Technical Expertise:

  o   Hardware design and prototyping
  o   Firmware design and programming including intuitive user interface  design
  o   Software  prototyping,  tools and  application  development
  o   PERL, CGI scripts, Visual Basic, C, C++, JAVA, Java scripts, JAVA applets

Company Clients

  o   Bay Networks
  o   Ericsson Fiber Access
  o   Cylink
  o   ETEC Systems
  o   Fujitsu America
  o   FMC Corp.
  o   NellCor
  o   General Electric
  o   Varian
  o   Pacific Bell
  o   Racal Datacom
  o   Raychem
  o   Radionics/Honeywell
  o   Alcatel USA


                                       9


<PAGE>

Market Areas

Internet Access Devices

Set-top boxes, Web TV, Internet Radio

Telecom equipment

XDSL, wired/wireless local, loop and linecards

Customer Premise equipment

Paging information, Systems & remote controls

Customer Electronics

Digitally enhanced next , generation products



TracTech


THE BUSINESS

TracTech  is  engaged  in  the  development,  marketing  and  distribution  of a
proprietary  tracking  system  designed to provide highly  accurate  information
monitoring  and data retrieval  services.  The system  utilizes a  sophisticated
combination of GPS (Ground Positioning Satellites) systems, Internet, paging and
cellular  networks for the  transmittal  of data  providing a most effective and
cost efficient solution.

The business of TracTech  involves  the sale of GPS  tracking  units and related
support products to various  end-users,  such as businesses,  organizations  and
individuals  who require  retrieval and  transmission of data for the purpose of
tracking,  monitoring  and asset  management.  The  TracTech  product  line will
revolutionize  an  industry  currently   dominated  by  outdated  and  primitive
technologies.  For example,  the options that are available today for automotive
security  and  retrieval  are mostly  preventative  deterrents  or systems  that
require entire police squads be outfitted with tracking devices.  None allow the
end-user to actually locate their own vehicle  accurately and be instrumental in
its eventual retrieval. A vehicle equipped with the TracTech tracking system can
be located within minutes,  from any standard PC or telephone.  The product line
is unique in that it is capable of providing Internet based real-time monitoring
and data  retrieval  utilizing an accurate GPS  tracking  system with  graphical
mapping.  The system can locate any vehicle  equipped  with a tracking unit in a
matter of minutes and pinpoint its latitude,  longitude,  speed, direction,  and
street location to within 40 feet. When appropriate, commands can be sent to the
vehicle to disable its operation thereby allowing for a safe and easy recovery.


                                       10


<PAGE>

The TracTech tracking system has many  applications for the automotive  industry
and is not limited to security  alone.  The system can be utilized to unlock the
doors of a vehicle when keys are not  accessible,  or to lock the vehicle from a
PC without  having to actually  approach it. The system can also be used to send
needed help to a stranded vehicle quickly and accurately.

The TracTech  tracking system can also be programmed for one-way  communication.
The unit can be  configured  to collect,  hold and send data at a  preprogrammed
time or interval (i.e. weekly,  monthly0 or to provide  notification when a unit
is being moved.  In this format it can be utilized for remote data retrieval for
the purpose of tracking movable assets such as computers and business equipment.



Market Analysis

According  to the Wall Street  Journal and The U.S.  Department  of Justice 1997
Uniform Crime Report,  there were a total of 694,141  reported  incidents of car
theft nationwide amounting to a $7.4 billion a year loss to consumers.  It is no
wonder that reports show the demand for  deterrent  systems is growing at a rate
of 9-12% a year.  Car theft  has  become a hard fact of life and its no longer a
question of if someone's car will get stolen rather when. The only basic options
available to consumer's  today are to attach devices to their  steering  wheels,
engine cut-off  devices,  and noisy alarm systems.  Consumers spend an estimated
$9.32  billion a year on car alarms and other  deterrent  devices.  The  company
believes  there is a large  market for a product  that will allow a consumer  to
recover his/her vehicle after it is actually stolen.


TracTech vs. LoJack

The industry  leader and pioneer LoJack  Corporation  have dominated the vehicle
recovery  product  market in recent  years.  LoJack has  developed a nonexistent
market into a $35 million a year industry.  TracTech  considers LoJack to be our
primary competition in the market.

Developed in 1982 the LoJack System consists of four basic operating components:
1) LoJack Unit, 2) Police Tracking Computer,  3) Sector Activation System (SAS),
4) Registration System.

The LoJack is the  consumer  component  of the system.  It is  installed  in the
consumer's  car  and  consists  of a VHF  radio  transponder,  a  microprocessor
computer and a modem.  The computer's  memory  contains a set of codes unique to
that  particular  unit and the vehicle that it is installed  in. Each unit has a
specific  activation  and reply code and is activated  only by a signal from the
SAS. Once activated the LoJack unit will continue to send its signal until it is
instructed to stop.


                                       11


<PAGE>

Once the unit has been activated,  the Police Tracking Computer is then utilized
to detect the transmittal signal. When the PTC detects a signal the PTC displays
the signal  strength and direction.  The patrol vehicle then proceeds to move in
the general  direction of the signal.  As the patrol vehicle moves closer to the
target vehicle, the signal strength increases.

Although  the LoJack  system  was a  breakthrough  16 years  ago,  today it is a
antiquated  both in terms of technology and operating  effectiveness.  These are
some of its major shortcomings compared to the TracTech system.

1)   LoJack: Effective only in a short range of distance. The PTC must be within
     1-5 miles of an activated LoJack unit to pick up its signal

     TracTech: The GPS tracking unit has no limitations, and can track a unit in
     any state.

2)   LoJack:  Provides no specific directional  information.  The PTC only tells
     the patrol vehicle the general direction to head towards to find the target
     vehicle.  It can also lead the  vehicle  into  inaccessible  crossings  and
     dead-ends due to lack of specific geographical  information.  Additionally,
     the central  dispatcher is not availed to the  information  provided by the
     PTC and requires the patrol vehicle to radio frequent updates.

     TracTech:  The GPS with geographical overlays provides pinpoint location of
     target  vehicle to within  30-40 ft. and  allows  patrol  vehicle to select
     specific  routes to approach the target  vehicle.  The  dispatcher can also
     determine which patrol units are closest to the target vehicle.

3)   LoJack: No feedback  available on vehicle status:  The LoJack unit provides
     no feedback  info on the  operating  condition of the vehicle.  The vehicle
     could be moving  rapidly in the opposite  direction  of the patrol  vehicle
     never allowing the patrol vehicle to come within visual range.

     TracTech:  GPS system provides precise data of vehicle's  direction,  speed
     and operational  status.  If the target vehicle flees,  dispatch can select
     the  appropriate  tactics to  counteract.  When safe to do so, the tracking
     system can also disable the vehicle from any further travel.

4)   LoJack:  Lengthy  infrastructure  setup - Before entering a market,  LoJack
     must  install  several SAS radio towers to provide  sufficient  coverage to
     transmit  activation  signals.  LoJack must also  negotiate  with the local
     municipalities  and  police  departments  to  install  PTC  units in patrol
     vehicles.

     TracTech:  The GPS  tracking  system's  ease of access can provide a police
     central  dispatch  tracking  information  for an entire state. It has taken
     LoJack 16 years to expand its coverage  into 16 states  where  TracTech can
     provide nationwide coverage immediately following its launch.

5)   LoJack:  Recovery is dependent on one single source.  In order to recover a
     LoJack equipped vehicle, police intervention is required. Should the police
     not detect the signal or be unable to immediately  respond,  the chances of
     recovering  that vehicle  diminish with each passing hour.  Chances are the
     vehicle will be driven out of range, stripped or totally dismantled.

     TracTech:  The TracTech  system  empowers the vehicle owner with options on
     how to recover the vehicle once it is stolen. 1) The police are notified of
     the exact location of the vehicle, and the vehicle is disabled from further
     movement.  2) Customer  can contact  TracTech  command  center and have the
     vehicle recovered by an authorized  recovery agent. 3) Customer can utilize
     the secure  Internet  access to  ascertain  the location of the vehicle and
     take appropriate action.


                                       12


<PAGE>


Target Market

Secondary Auto Sales

The  secondary  automotive  market  is  one of the  largest  commercial  markets
available.  Domestic  automotive sales are a $673 billion dollars a year market.
Used car sales accounted for over $370 Billion of total sales in 1998.  TracTech
will be  targeting  its  products  to both the new and used car  markets  as the
company feels it has strong  potential in both. The company  believes there will
be strong  success in the  marketing of the TracTech  products to the  companies
that provide  financing for both new and used vehicles.  The availability of the
TracTech  Tracking  System will allow those entities to track the whereabouts of
their financed vehicles thereby reducing their overall default risk in the event
a repossession should become necessary.

Biometric Systems

Biometric Systems is dedicated to the development of fingerprint  authentication
technology for the use in secure electronic commerce, door entry systems and ATM
Machines.

Secured Authentication

With the growing  popularity of  e-commerce,  a large demand for  authentication
devices has risen for the use of PC and Internet access. An increasing number of
PC users need to secure their computers while leaving the units unattended.  Foe
example,  a financial  broker  taking a break would  enable his screen  saver to
activate  and upon  return he or she  would  reactivate  the  system by a simple
fingerprint  scan. The device would be incorporated into the user's mouse making
its usage  virtually  transparent.  Additionally,  the technology can be used to
facilitate a secure Internet  transaction thereby eliminating the possibility of
fraud.

The Need

Fingerprint recognition has been used in the past primarily for law enforcement.
Recently,  commercial  applications of this technology have become available and
are  deemed   essential  for  the  continued  growth  of  the  information  age.
Specifically,  fingerprint  recognition  would  facilitate  a secure  e-commerce
transaction where the assurance of the end-users identity is necessary.

The market for this technology includes a variety of industries and applications
including banking institutions,  online shopping, employee time attendance, door
entry, consumer credit, distance learning, motor vehicle licensing, immigration,
border control and voter registration. For all of these industries,  fingerprint
authentication  will solve the need of determining that "you are who you say you
are".  There would no longer be a dependence on passwords  that are often stolen
or forgotten.


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Broadlink Communications

Broadlink  has  positioned  itself to become the leading  provider of wholesale,
open access, high-speed wireless last mile transport services.  Internet Service
Providers and Competitive  Exchange Carriers purchase the company's solutions to
serve  their  end-users.   Broadlink  is  the  first  Internet-centric  wireless
transport services provider offering local high-speed communications services to
its customers.  A base station and a customer  premise unit provides the ability
for point-to-multipoint wireless voice/data/video communications at speed higher
than 10 Mbps.  Broadlink  intends to have working  prototypes to  demonstrate to
large service providers who have expressed interest.

Jlink

Jagoo.com  has  developed  an  information  technology  system  capable  of many
wireless Internet  applications  requiring limited interactive response from the
user.  The  first  application  is in the  financial  industry  for  the  use in
interactive  stock trading with a compact and easy-to-use  e-appliance that uses
two-way paging technology. Jagoo is currently developing the product concept and
working prototype, to be followed by sales and production in the last quarter of
2000.


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