EVRO CORP, PRER14A, 1996-09-11

EVRO CORP
PRER14A, 1996-09-11
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

EVRO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials. [The Registrant
previously paid the fee when it filed preliminary copies of its Information
Statement on Schedule 14C with the Commission, on or about June 6, 1995]

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

EVRO CORPORATION
1509 South Florida Avenue, Suite 3
Lakeland, Florida 33803

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a special meeting of the Shareholders (the
"Shareholders' Meeting") of EVRO Corporation (the "Company") will be held at
The Inn at Maingate located at 3011 Maingate Lane, Kissimmee, Florida 34747,
October 9, 1996 at 10:00 a.m., for the following purposes:

1. To approve an increase in the Company's shares of authorized
common stock from 2,500,000 to 100,000,000 shares, each of which shall have a
par value of $0.001;

2. To approve an increase in the Company's shares of authorized
preferred stock from 1,250,000 to 25,000,000 shares, each of which shall have a
par value of $0.001;

3. To authorize the Company to change its name to Channel America
Broadcasting, Inc.;

4. To elect a board of directors for the ensuing year;

5. To authorize the Company to offer to purchase the fractional
shares resulting from the one for twenty reverse stock split of the Company's
capital stock effective January 26, 1995, at the market price on the date of
the Shareholders' Meeting; and

6. To consider and act upon such other business as may be
properly presented to the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business August 5, 1996,
as the record date for determination of the shareholders of common and
preferred stock entitled to notice of and to vote at the meeting or any
adjournment thereof.

A form of Proxy and Proxy Statement accompany this Notice of Special
Meeting. A copy of the Company's Annual Report on Form 10K-SB for the Year
Ended December 31, 1995 and the Company's Quarterly Report on Form 10Q-SB for
the Six Months Ended June 30, 1996 are also included. The Proxy covers all
shares of common stock held by you directly.

IF YOU DO NOT EXPECT TO BE PRESENT AT THE SHAREHOLDERS' MEETING IN
PERSON, PLEASE PROMPTLY SIGN THE ACCOMPANYING PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE.

By Order of the Board of Directors,

------------------------------------
Stephen H. Cohen
Corporate Secretary

September __, 1996

<PAGE> 3

PRELIMINARY COPY

EVRO CORPORATION
1509 South Florida Avenue, Suite 3
Lakeland, Florida 33803

PROXY STATEMENT
FOR
A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9, 1996

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement and the accompanying form of proxy are being
mailed on or before September 16, 1996, in connection with the solicitation by
the Board of Directors of EVRO Corporation (the "Company"), a Florida
corporation, of proxies to be used at a special meeting (the "Shareholders'
Meeting") of its common shareholders, its Series E Convertible Preferred
Shareholders, its Series F Convertible Preferred Shareholders and its Series M
Convertible Preferred Shareholders (collectively, the "Shareholders"). The
Shareholders' Meeting will be held on October 9, 1996 at 10:00 am at The Inn
at Maingate located at 3011 Maingate Lane, Kissimmee, Florida 34747. The
mailing address for the Company's principal executive offices is 1509 South
Florida Avenue, Suite 3, Lakeland, Florida 33803.

The cost of preparing, assembling and mailing this Proxy Statement and
the cost of further solicitation hereinafter referred to are to be borne by the
Company. Solicitations may further be made by directors, officers and regular
employees of the Company without additional compensation, by use of the mails,
telephone, telegraph or by personal interview. The Company may retain outside
agents to assist in the solicitation of proxies, at a cost not anticipated to
exceed $5,000 plus expenses. Brokerage houses and other nominees of record
will be requested to forward all proxy solicitation material to the beneficial
owners, and their expenses in such regard will also be paid by the Company.
All proxies are being solicited by mail in the accompanying form, but further
solicitation following the original mailing may be made by Board
representatives or agents by telephone, telegraph or personal contact with
certain shareholders.

Execution of the enclosed proxy will not affect a shareholder's rights
to attend the meeting or vote in person. A shareholder giving a proxy may
revoke it at any time before exercise, by either notifying the Secretary of the
Company of its revocation, submitting a substitute proxy dated

<PAGE> 4

subsequent to the initial one or attending the Shareholders' Meeting and voting
in person. All properly executed proxy cards delivered pursuant to this
solicitation and not revoked will be voted at the Shareholders' Meeting in
accordance with the directions given. If no specific instructions are given
with regard to the matter to be voted upon, the shares represented by a signed
proxy card will be voted FOR the proposed increase in the number of the
Company's authorized common shares from 2,500,000 to 100,000,000, each of which
shall have a par value of $.001, FOR the proposed increase in the number of the
Company's authorized preferred shares from 1,250,000 to 25,000,000, each of
which shall have a par value of $.001, FOR the proposed name change from "EVRO
Corporation" to "Channel America Broadcasting, Inc.," FOR the election of the
nominees listed below under the caption "Election of Directors", FOR the
purchase of fractional shares resulting from the one for twenty reverse stock
split of the Company's capital stock effective January 26, 1995 at the market
price on the date of the Shareholders' Meeting, and, if any other matters
properly come before the Shareholders Meeting, the persons named as Proxies
will vote upon such matters according to their best judgment.

A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF
THE BOARD TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE.

A copy of the Company's Annual Report on Form 10K-SB for the Year
Ended December 31, 1995 and the Company's Quarterly Report on Form 10Q-SB for
the Six Months Ended June 30, 1996, which include the Company's financial
statements for the fiscal year ended December 31, 1995, and the six month
period ended June 30, 1996, respectively, are being mailed to you with this
Proxy Statement.

DEADLINES FOR SHAREHOLDERS' PROPOSALS TO BE INCLUDED IN THE NEXT PROXY
STATEMENT

Any proposals that one or more shareholders of the Company wish to
submit for shareholder action at the next annual meeting of shareholders must
be received by the Secretary of the Company within a reasonable period of time
before the solicitation is made.

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<PAGE> 5

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only those shareholders of record at the close of business on August
5, 1996 will be entitled to vote at the Shareholders' Meeting. The Company
currently has four classes of stock entitled to vote (collectively, the "Voting
Stock"): common stock, Series E Convertible Preferred Stock ("Series E
Preferred"), Series F Convertible Preferred Stock ("Series F Preferred") and
Series M Convertible Preferred Stock ("Series M Preferred"). The following
table sets forth the number of outstanding shares in each class and the number
of votes to which each class is entitled.

<TABLE>
<CAPTION>
========================================================================================
Number of Shares Number of Votes
Class of Stock Outstanding Per Class
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Common 2,497,957 2,497,957
- ----------------------------------------------------------------------------------------
Series E Preferred 30,000 30,000
- ----------------------------------------------------------------------------------------
Series F Preferred 1,352.591 1,352,591
- ----------------------------------------------------------------------------------------
Series M Preferred 40,000 400,000
========================================================================================
</TABLE>

[Balance of page intentionally left blank]

<PAGE> 6

To the Company's knowledge, the following table sets forth information
as of August 14, 1996 with respect to the beneficial ownership of the Company's
Voting Stock by each person who is known by the Company to beneficially own
more than 5% of any class of the Voting Stock, by each director, each executive
officer and by all directors and executive officers as a group. The table also
sets forth the number of shares of common stock that will be owned by such
persons or group if the Company's Shareholders approve of the increase in the
authorized shares of the Company's common stock to 100,000,000 shares, as more
fully discussed in this Proxy Statement.

COMMON SHARES

<TABLE>
<CAPTION>
After Increase in Authorized
Present Holdings Shares of Common Stock(1)
---------------- -----------------------
Title Percent Percent
Class Name and Address Amount of Class Amount of Class
----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C>
Common Thomas L. Jensen 175,018.80(2) 7.08% 15,115,540(3) 34.29%
(Chief Executive Officer, Chairman
of the Board and Director)
1601 Riverview Tower
Knoxville, TN 37902

Common Daniel M. Boyar(4) 0 0% 599,900 1.43%
3101 S.W. 34th Avenue #905-427
Ocala, FL 34474

Common Stephen H. Cohen 175,018.80 7.08% 15,151,199 34.37%
(Secretary and Director)(5)
90 Presidential Plaza
Syracuse, NY 13202

Common D. Jerry Diamond (Director) 21,738.85 *(6) 969,178(7) 2.20%
1509 S. Florida Avenue,
Lakeland, FL 33803

Common Max P. Cawal (Director) 10,000.00 *(6) 10,000 *(6)
8731 Fernwick Court
Orlando, FL 32819

Common O. Don Lauher 175,018.80 7.08% 15,115,540 34.29%
(Treasurer and Chief Financial Officer)(8)
1509 S. Florida Avenue, Ste. 3
Lakeland, FL 33803

Common The Stellar Companies, Inc. 175,018.80(2) 7.08% 15,115,540 34.29%
c/o EVRO Corporation
1509 S. Florida Avenue, Ste. 3
Lakeland, FL 33803

</TABLE>

4
<PAGE> 7

After Increase in Authorized
Present Holdings Shares of Common Stock
---------------- ----------------------
Title Percent Percent
Class Name and Address Amount of Class Amount of Class
----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C>
Common American Clinical Labs, Inc. 0(2) 0 947,440(9) 2.15%
1509 S. Florida Avenue, Ste. 3
Lakeland, FL 33803

Common All Executive Officers and Directors as a 206,757.65 8.37% 16,130,377 36.59%
Group (5 Persons)

PREFERRED SHARES

Series E Boyar Holdings, Inc. 4,499 15.00% n/a n/a
Preferred 3101 S.W. 34th Avenue #905-427
Ocala, Fl 34474

Series E Blackhawk Financial Group, Inc. 4,000 13.33% n/a n/a
Preferred 1211 Tech Boulevard, Ste. 101
Tampa, FL 33619

Series E American Clinical Labs, Inc. 3,500 11.67% n/a n/a
Preferred 1509 S. Florida Avenue, Ste. 3
Lakeland, FL 33803

Series E E. Carl Anderson, Jr. 7,000 23.33% n/a n/a
Preferred P.O. Box 274147
Tampa, Florida 33688-4147

Series E Rick Herrera 6,500 21.67% n/a n/a
Preferred c/o Bretney Corporation
8321 Wornall Street
Kansas City, MO 64114

Series F The Stellar Companies, Inc. 1,150.650(3) 85.07(%) n/a n/a
Preferred c/o EVRO Corporation
1509 S. Florida Avenue, Ste. 3
Lakeland, FL 33803

Series F Scolaro, Shulman, Cohen, Lawler & 3.5659 *(6) n/a n/a
Preferred Burstein, P.C.
90 Presidential Plaza
Syracuse,NT 25 13202

Series M Daniel M. Boyar 15,000 37.50% n/a n/a
Preferred 3101 S.W. 34th Avenue # 905-427
Ocala, Florida 34474

Series M Scolaro, Shulman, Cohen, Lawler & 25,000 62.50% n/a n/a
Preferred Burstein, P.C.
90 Presidential Plaza
Syracuse, NY 13202
</TABLE>

<PAGE> 8

(1) The various assumptions made to determine the number of shares of
common stock that will be issued by the Company upon an increase in its
authorized shares of common stock are set forth on Schedule A to this Proxy
Statement. The outstanding shares of the Company's common stock which are
deemed to be outstanding after the increase of the Company's authorized common
stock total 44,080,500, which presumes that the Company satisfies its
obligations to the holders of the 27,500 shares of the Company's common stock,
26,000 shares of Series C Preferred Stock, 40 shares of Series J Preferred
Stock, and 25,000 shares of Series M Preferred Stock and that such shares held
as collateral are retired. See Schedule A to this Proxy Statement.

(2) Includes 175,018.8 shares owned by American Clinical Labs, Inc.
("ACL"). ACL provided The Stellar Companies, Inc., ("Stellar"), a corporation
which Mr. Jensen serves as an officer and director, an irrevocable proxy to
vote the shares of ACL until the shares owned by ACL represent less than 5% of
the Company's issued and outstanding shares of common stock. Upon the approval
of the increase in the Company's authorized shares of common stock, the proxy
shall expire.

(3) Includes 11,506,502 shares that Stellar can receive upon the
conversion of its shares of Series F Preferred Stock; and 3,609,038 shares of
common stock to be received by Stellar upon the Company's increase in its
authorized shares of common stock, representing the balance of the shares that
the Company is obligated to issue to Stellar pursuant to the terms of the
agreement, dated March 14, 1995, between the Company and Stellar, whereby the
Company acquired 98.35% of the shares of the common stock of The Sports and
Shopping Network, Inc. (collectively, the "Stellar Shares").

(4) Includes 449,900 shares of common stock of the Company which can be
issued to Boyar Holdings, Inc. ("BHI"), an entity wholly owned by Mr. Boyar,
upon BHI converting the 4,499 shares of Series E Preferred that it owns. Also
includes 150,000 shares of the Company's common stock issuable to Mr. Boyar,
upon his conversion of the 15,000 shares of Series M Preferred Stock that Mr.
Boyar owns.

(5) Mr. Cohen is a director of Stellar and is attributed with the
ownership of the shares that Stellar has voting control over and any shares
directly or indirectly owned by Stellar and, accordingly, is attributed with
the voting power of the Stellar Shares. Also includes 35,659 shares of Common
Stock issuable to a pension plan established by Scolaro, Shulman, Cohen, Lawler
& Burstein, P.C. ("Scolaro Shulman"), a law firm of which Mr. Cohen is a
shareholder, known as the Scolaro Shulman Employee's Deferred Savings Plan and
Trust f/b/o Steven H. Cohen over which Mr. Cohen has full voting rights (the
"Scolaro Shulman Pension Plan"). Does not include 250,000 shares of the
Company's common stock issuable to Scolaro, Shulman upon conversion of the
25,000 shares of Series M Preferred Stock held by Scolaro Shulman as collateral.

(6) Less than 1%.

(7) Includes shares owned directly by Mr. Diamond as well as shares that
ACL has voting control over and any shares directly or indirectly owned by ACL
after the increase in the Company's authorized shares of its common stock is
increased, inclusive of the shares of common stock that ACL would receive upon
the conversion of the Company's Series E Preferred Stock and Series L Preferred
Stock owned by ACL.

(8) Mr. Lauher is a director of Stellar and is attributed with the
ownership of the shares that Stellar has voting control over and shares
directly or indirectly owned by Stellar.

(9) Includes 175,018 shares owned by ACL, 350,000 shares of common stock
issuable to ACL upon conversion of 3,500 shares of Series E Preferred Stock,
and 422,422 shares of common stock issuable to ACL upon conversion of 8.44844
shares of Series L Preferred Stock that ACL owns.

[Balance of page intentionally left blank]

6
<PAGE> 9

ELECTION OF BOARD OF DIRECTORS

The By-Laws of the Company provide that its Board of Directors shall
consist of not less than three members and not more than seven members, as may
be fixed from time to time by action of the Board of Directors or of the
shareholders. The Board is currently comprised of four members. All four
members of the Board of Directors will be elected at the Shareholders' Meeting.
The Board has no separate standing committees.

Unless authority is withheld as to the Board designated nominees, the
shares represented by Board of Directors proxies properly executed and timely
received will be voted for the election as Director of the persons who are
presently serving as Directors of the Company, as indicated below. If any such
nominee ceases to be a candidate for election for any reason, the proxy will be
voted for a substitute candidate designated by the Board of Directors. The
Board has no reason to believe the nominees will be unavailable to serve if
elected. Board members owning shares of common stock intend to either be
present and vote their shares in favor of the nominees listed below or give
their proxy in support of such nominees. The current directors listed below,
if elected, will serve a one year term, expiring on the date of the annual
meeting of shareholders in 1997. Certain information with respect to each
nominee, as well as the Company's Chief Financial Officer, is hereafter set
forth:

<TABLE>
<CAPTION>
NAME POSITION AGE
----- -------- ---
<S> <C> <C>
Thomas L. Jensen Chief Executive Officer, Chairman
of the Board and Director 61

Stephen H. Cohen Secretary and Director 51

D. Jerry Diamond Director 57

Max P. Cawal Director 52

O. Don Lauher Treasurer and Chief Financial Officer 54
</TABLE>

THOMAS L. JENSEN was elected Chairman of the Board and Director of the
Company on March 14, 1995 and has served as the Company's Chief Executive
Officer from October 3, 1995. Mr. Jensen is also Chairman of the Board, Chief
Executive Officer and President of The Stellar Companies, Inc. ("Stellar"), in
which capacities he has served since November 1992. Mr. Jensen is also
President of Olympus Development Corporation which develops commercial real
estate primarily in Florida. In addition, from 1979 until March 1993, he
served as vice president of Wood Properties, Inc., an affiliate of the
Lawler-Wood Group, a closely held corporation based in Knoxville, Tennessee.
He is presently a general partner of Spacecoast Associates,

7
<PAGE> 10

Ltd., the managing partner of the Maingate Joint Venture, a partnership that
owns The Inn at Maingate in Orlando, Florida (located directly outside the main
entrance to Walt Disney World.) Mr. Jensen served in the Tennessee Legislature
from 1967 until associating with the Lawler-Wood Group in 1979. He was elected
Minority Leader of the House of Representatives in 1970 and was floor leader
for Governor Winfield Dunn through multiple terms of office. As a legislator,
Mr. Jensen sponsored and passed several landmark bills in Tennessee, including
one that effected a restructuring of the rules of procedure, the budgeting
process and several departments of State Government, and another that
established a system of statewide public kindergartens. As a legislator, Mr.
Jensen also served on numerous national committees and boards and in 1975 was
elected President of the National Conference of State Legislatures. During his
term, the California Assembly praised him for "his active role in improving
state image at the national level and in assisting the California Legislature
and other state legislatures..." Mr. Jensen serves as Past Chairman and Member
of the Board of Metropolitan Knoxville Airport Authority, Chairman of the Board
of the Knox County Private Industry Council, Board Member of the Knoxville
Chamber of Commerce, Chairman of the Board of Trustees of the Tennessee Baptist
Foundation, and on several other business and civic boards and committees.

STEPHEN H. COHEN was elected Secretary and Director of the Company on
March 14, 1995. Mr. Cohen, a licensed attorney, is a founding partner of the
Syracuse, New York law firm of Scolaro, Shulman, Cohen, Lawler & Burstein, P.C.
("Scolaro Shulman"). Mr. Cohen has been with such law firm since its inception
in 1979 and is presently a partner with the firm. He is a member of the New
York and Pennsylvania bars, and specializes in the areas of federal income tax,
employee benefits, estate planning, and health care. Mr. Cohen received his
undergraduate degree in Accounting from Syracuse University in 1967 and his
J.D. from Syracuse University's College of Law in 1970. He is a frequent
lecturer on the topics of employee benefits and health care and has been
designated in the book, "Best Lawyers in America," in the area of employee
benefits. Mr. Cohen is also the Secretary and a director of Stellar, in which
capacity he has served since November, 1992.

D. JERRY DIAMOND was elected as Director of the Company on October 19,
1992. He served as Chairman of the Board, President and Chief Executive
Officer of the Company from October 19, 1992 until his resignation on March 14,
1995. Since October, 1994, Mr. Diamond has served as Chairman, President and
Chief Executive Officer of American Clinical Labs, Inc. ("ACL"), a Florida
corporation. From February 1992 through October 1992, Mr. Diamond was Senior
Vice President and Chief Operating Officer of Veridien Corporation, a publicly
traded healthcare company headquartered in St. Petersburg, Florida, which
specializes in infection control. From May 1988 through February 1992, Mr.
Diamond was Chairman, President and Chief Executive Officer of Coastland
Corporation of Florida, a Tampa, Florida based company specializing in the
development of businesses in the hazardous and nonhazardous waste recycling
industry. For the past 18 years, Mr. Diamond has had an extensive background
in managing publicly traded companies. Mr. Diamond is currently the Chairman
of the Board of Directors, Chief Executive Officer and President of Technology
Holdings, Inc. ("THI"), a Florida corporation and wholly owned subsidiary of
the Company.

MAX P. CAWAL was appointed as a Director of the Company on March 1,
1996. From August 1990 to June 1995, Mr. Cawal served as the President of
Peak Development Co., a time share resort located in Orlando, Florida. Mr.
Cawal graduated from Queens College in New York, New York where Mr. Cawal

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<PAGE> 11

received a bachelor's degree in Economics. On March 1, 1996, the Company
retained Mr. Cawal as a consultant for a one year period to provide general
financial advice to the Company.

O. DON LAUHER was elected Treasurer and Chief Financial Officer of the
Company on March 14, 1995. Mr. Lauher is also Chief Financial Officer and
Treasurer of Stellar, in which capacities he has served since January 1993.
Prior to joining Stellar, Mr. Lauher served as Vice President/Chief Accounting
Officer of The Major Group, Inc. (f/k/a the Radice Corporation), a NYSE listed
company from 1982 through 1992, principally engaged in providing real estate
management and advisory services. Prior to 1989, Major was a diversified real
estate merchant builder involved in the development of commercial office parks;
residential, single-family and condominium communities; rental apartment
projects; and adult congregate living facilities with total assets
approximating $400 million. Mr. Lauher directed and monitored the overall
accounting and financial activities, including cash management, accounting,
tax, SEC compliance, MIS, construction financing, insurance and administrative
functions, prepared short and long-range financial models for all phases of the
company's operations, and its annual business plan. He coordinated the use of
the company's consultants for accounting, financial and tax matters. In
addition, he also served as corporate secretary from 1990 through 1992. Prior
to his tenure with Major, Mr. Lauher was the Chicago Regional Controller for
Levitt Homes, Inc., for five years. The annual sales for the Chicago region
were in excess of $60 million. Prior to his service with Levitt, Mr. Lauher
served as Audit Manager, Senior and Junior Accountant with Price Waterhouse &
Company for 11 years. Mr. Lauher is a member of the American Institute of
Certified Public Accountants and graduated from Southern Illinois University
with a B.S. in Accounting.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 1996, the Scolaro Shulman Pension Plan received 3.5659 shares
of the Company's Series F Preferred Stock in exchange for the shares of The
Sports & Shopping Network, Inc. ("TSSN") formerly owned by the Scolaro Shulman
Pension Plan. See "INCREASE IN AUTHORIZED SHARES OF COMMON AND PREFERRED
STOCK--Acquisition of the Sports and Shopping Network, Inc."

In connection with the Company's acquisition of TSSN, the Company and
THI agreed that the Company would issue to the holders of the Company's common
stock as of March 27, 1995, a stock dividend consisting of the Company's Series
D Preferred Stock which has limited voting rights. The Company has the right,
but not the obligation, to redeem the Series D Preferred Stock in exchange for
all of THI's issued and outstanding capital stock.

ACL is a shareholder of the Company who, as of August 14, 1996, owned
175,018 shares of the Company's common stock, 6,041.988 shares of the Company's
Series D Preferred Stock and 8.44844 shares of the Company's Series L Preferred
Stock. The Company's Series D Preferred Stock is redeemable, at the Company's
option, by the Company tendering to the holders of the Series D Preferred Stock
all of the Company's shares of THI. In the event the Company redeems its
Series D Preferred Stock in exchange for all of the outstanding common stock of
THI, ACL will control 36% of the common stock of THI. ACL and THI share a
common management team, the members of which are employees of either ACL or
THI. The compensation paid to the employees of either THI and ACL who provide
services to both ACL and THI, together with related payroll taxes, insurance,
automobile allowances and other reimbursed expenditures associated with such
employees, are allocated between ACL and THI, based upon the percentage of time
that the employees expend on behalf of either ACL and THI. The services are
billed at cost, without a mark-up. During the period March 1, 1995 through
December 31, 1995, ACL billed THI $84,000 and THI billed ACL $69,000 for
management services, resulting in a net management fee being payable to ACL of
$15,000 for the period ending December 31, 1995. During the period beginning
January 1, 1996 and ending June 30, 1996, ACL billed THI $35,000 and THI billed
ACL $25,000 for management services, resulting in a net management fee being
payable to ACL of $10,000 for the six month period ending June 30, 1996.

During the period March 1, 1995 through December 31, 1995, THI repaid
advances received from ACL prior to March 1, 1995, of $12,906. The advances
did not bear interest and, as of December 31, 1995, THI had repaid all but
$11,644 of the amounts advanced. During the six month period ended June 30,
1996, ACL advanced to the Company and THI $426,107 of which THI repaid $79,720
directly to ACL and THI indirectly repaid ACL $13,597, by paying expenses
incurred on ACL's behalf, resulting in a balance owed to ACL by THI of
$354,454, as of June 30, 1996. In July 1996, the Company repaid $287,247 of
the amounts advanced to it by ACL by issuing to ACL 8.44844 shares of the
Company's Series L Preferred Stock, which is convertible into 422,422 shares of
the Company's common stock. The advances from ACL to THI and the Company are
demand loans that do not bear interest.

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<PAGE> 12

During 1995, Scolaro, Shulman provided legal services to the Company
totaling approximately $250,000. The Company agreed to issue to Scolaro,
Shulman 25,000 shares of the Company's Series M as security for the payment of
such fees. Each share of Series M Preferred is convertible into 10 shares of
the Company's common stock and has voting rights equal to 10 shares of the
Company's common stock. At any time after the Company increases its authorized
shares of common stock, Scolaro, Shulman may put its shares of Series M
Preferred to the Company at a price of $10.00 per share. If the Company is
unable or unwilling to fulfill its obligations under the put, Scolaro, Shulman
shall have the right to retain all 25,000 shares of its Series M Preferred and
shall further be entitled to receive all legal fees due and owing from the
Company or any of its subsidiaries. Stephen H. Cohen, who is both the
Company's secretary and a director, is a partner with Scolaro Shulman. While
the Board believes that the agreement reached with Scolaro, Shulman is fair to
the Company, there can be no assurance that the agreement is as favorable to
the Company as one that might have been negotiated in an arms-length
transaction. Through June 30, 1996, Scolaro, Shulman provided additional legal
services to the Company aggregating $40,000.

In March 1995, the Company acquired 98.35% of the shares of the common
capital stock of TSSN, from Stellar in exchange for the Company's agreement to
issue shares of its common stock. The agreement between the Company and
Stellar has been subsequently amended and is discussed more fully elsewhere
herein.

As of June 30, 1996, Stellar was owed $726,000 by TSSN for amounts
advanced to the Company or its subsidiaries, by Stellar, or for amounts owed to
Stellar under the management agreement between TSSN and Stellar (discussed
below), which amounts do not bear interest.

TSSN has an agreement with Stellar to perform managerial and
administrative services, the terms and conditions of which are more fully
discussed elsewhere herein. See "BUSINESS OF EVRO - Employees."

TSSN also accrued an interest expense of $81,000 during 1994, payable
to Stellar, on the outstanding indebtedness evidenced by a promissory note
dated December 31, 1993, in the amount of $1,258,000. TSSN satisfied the
principal and accrued interest on the indebtedness between TSSN and Stellar, on
November 30, 1994, by issuing 1,729,908 shares of TSSN's common stock to
Stellar. TSSN also issued 2,018,226 shares

10
<PAGE> 13

of its common stock to Stellar in satisfaction of additional advances made to
TSSN by Stellar in the amount of $404,000.

The Company entered into a one year Employment Agreement with Daniel
M. Boyar on March 15, 1995, pursuant to which Mr. Boyar was retained as
President and Chief Executive Officer of the Company at an annual salary of
$180,000. Mr. Boyar resigned as an officer and director of the Company,
effective October 3, 1995, at which time the Company entered into a
Professional Services Agreement retaining Mr. Boyar as Special Legal Counsel to
the Board of Directors at an annual compensation of $180,000. The Professional
Services Agreement has been extended to March 15, 1997. The Company also
issued Mr. Boyar 15,000 shares of its Series M Preferred for services rendered.
The Company has further agreed to pay Mr. Boyar a cash bonus equal to 5% of the
"gross funds" received by the Company during the term of the Employment
Agreement and Professional Services Agreement in excess of $4,000,000. "Gross
funds" is defined to be the sum of: (a) the amounts received by the Company
from the issuance of its debt or equity securities to persons introduced to the
Company by Mr. Boyar; and (b) the net fair market value of the assets acquired
by the Company in business combinations with acquisition candidates introduced
to the Company by Mr. Boyar. As of December 31, 1995 and June 30, 1996,
amounts received by the Company from persons, and the net fair market value of
assets acquired from acquisition candidates, introduced to the Company by Mr.
Boyar aggregated $3,625,000 and $7,071,000, respectively. As of June 30, 1996,
the Company had accrued but not paid a bonus of $154,000 to Mr. Boyar.

In May 1994, the Company was billed approximately $77,000 by ACL for
legal and consulting services incurred by ACL on behalf of the Company. During
1994, the Company issued a total of 33,328 shares of the Company's common stock
to ACL: 13,278 shares of which were issued to ACL in exchange for shares of the
Company's preferred stock redeemed from ACL; and 20,050 shares of which were
issued to ACL as consideration for ACL paying vendors who provided services for
the benefit of the Company.

In June 1994, the Company converted ACL's 48,920 preferred shares of
the Company to common stock of the Company on a one for one basis. Also in
June 1994, the Company's Board of Directors determined and approved the
purchase of two Lintronics' dealerships from ACL in exchange for 5,500 shares
of the Company's common stock. The purchase price was determined based on the
historic purchase prices of dealerships, the most recent of which occurred in
June 1994.

At December 31, 1994, ACL owned 34% of the issued and outstanding
common capital stock of the Company. In January and February 1994, ACL repaid
the Company $214,000 for amounts due the Company at December 31, 1993. In
three separate transactions during 1994, ACL sold a total of 205,676 shares of
its the Company common stock, and loaned the proceeds totaling approximately
$1,821,000 to the Company. In May, June and December 1994, the Company repaid
ACL with the issuance of 92,438, 11,852 and 101,386 shares of the Company's
common stock, respectively. During the fourth quarter of 1994, ACL loaned the
Company approximately $192,000 for working capital purposes, of which $50,000
was repaid. At December 31, 1994, the Company owed ACL approximately $142,000.
During the first quarter of 1995, ACL advanced an additional approximate
$110,000.

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<PAGE> 14

SECTION 16 REPORTS

The requirements imposed by Section 16(a) of the Securities Exchange
Act of 1934, as amended, provide that the Company's Officers and Directors, and
persons who own more than ten percent of the Company's Common Stock, file
initial statements of beneficial ownership (Form 3), and statements of changes
in beneficial ownership (Forms 4 or 5) with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Company with copies
of all such forms they file. Based solely on its review of the copies of such
forms received, the Company believes that during its fiscal year ended December
31, 1995, ACL had two late filings of Form 4 regarding two transactions,
Messrs. Donald R. Mastropietro and Max P. Cawal each had one late filing of
Form 3, and James L. Kennedy and Gerald Pennington each had one late Form 4
filing. To the Company's knowledge, the preceding persons were the only
officers, directors or greater than ten percent beneficial owners that did not
file all of the above referenced forms on a timely basis.

ATTENDANCE OF SEATED DIRECTORS AT 1995 DIRECTOR MEETINGS

During the Company's fiscal year ended December 31, 1995, the Board
held 18 meetings. Of the current directors, all attended at least 75% of those
meetings. The Board held no separate committee meetings during 1995.

[Balance of page intentionally left blank]

12
<PAGE> 15

COMPENSATION OF DIRECTORS, EXECUTIVE OFFICERS AND CONSULTANTS

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------
Restricted
Name and Other Annual Stock LTIP All Other
Principal Salary Bonus Compensation Award(s) Options/ Payouts Compensation
Position Year $ $ $ $ SAR's (#) $ $
--------- ---- ------ ----- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
D. Jerry
Diamond, 1995 135,000 0
Chief 1994 -0- 0
Executive 1993 180,000(1) 5,638
Officer

Daniel M.
Boyar,
Chief 1995 97,500(2) (A)FO 74,062 45,000
Executive
Officer

Thomas 1995 -0-
L. Jensen
Chief
Executive
Officer

</TABLE>

- -------------
(1) Included in the amount earned in 1993 is $90,000 for which
payment was deferred to 1994.

(2) Salary accrued, but not paid, for the six and one-half month
period Mr. Boyar served as Chief Executive Officer. The balance of which will
be paid as the Company has available cash flow. Mr. Boyar was subsequently
retained as special counsel. The amount recorded as other annual compensation
relates to accrued earnings for Mr. Boyar's services as special counsel. (See
"Certain Relationships and Related Transactions of Management and Others.") The
amount recorded as a bonus paid to Mr. Boyar was paid by the Company's issuance
to Mr. Boyar of 15,000 shares of the Company's Series M Preferred.

The Company may adopt additional compensation programs at a later date
suitable for its executive personnel. The Company is unable to predict at this
time the format or manner of compensation to be included in any such program.

13
<PAGE> 16

PROFESSIONAL SERVICES AGREEMENT

The Company entered into a one year Employment Agreement with Daniel M.
Boyar on March 15, 1995, pursuant to which Mr. Boyar was retained as President
and Chief Executive Officer of the Company at an annual salary of $180,000.
Mr. Boyar resigned as an officer and director of the Company, effective October
3, 1995, at which time the Company entered into a Professional Services
Agreement retaining Mr. Boyar as Special Legal Counsel to the Board of
Directors at an annual compensation of $180,000. The Professional Services
Agreement has been extended to March 15, 1997. The Company also issued Mr.
Boyar 15,000 shares of its Series M Preferred for services rendered. The
Company has further agreed to pay Mr. Boyar a cash bonus equal to 5% of the
"gross funds" received by the Company during the term of the Employment
Agreement and Professional Services Agreement in excess of $4,000,000. "Gross
funds" is defined to be the sum of: (a) the amounts received by the Company
from the issuance of its debt or equity securities to persons introduced to the
Company by Mr. Boyar; and (b) the net fair market value of the assets acquired
by the Company in business combinations with acquisition candidates introduced
to the Company by Mr. Boyar. As of December 31, 1995 and June 30, 1996,
amounts received by the Company from persons, and the net fair market value of
assets acquired from acquisition candidates, introduced to the Company by Mr.
Boyar aggregated $3,625,000 and $7,071,000, respectively. As of June 30, 1996,
the Company had accrued but not paid a bonus of $154,000 to Mr. Boyar.

Mr. Boyar, 41, was elected President, Chief Executive Officer and
Director of the Company on March 14, 1995, positions he held until October 3,
1995 at which time he resigned as an officer and director of the Company and
was retained by the Company as Special Legal Counsel to the Board of Directors.
Mr. Boyar, a licensed attorney, is the sole owner of Boyar Holdings, Inc., an
investment company specializing in equity capital private placements,
syndications, corporate mergers and acquisitions, and growth stocks for public
companies. Mr. Boyar is a sole practitioner, who specializes in commercial
transaction law, and has practiced in either Ocala, West Palm Beach or Orlando,
Florida from December 1990 to date. From November 1993 to May 1994, Mr. Boyar
served as the secretary and special counsel to Members Service Corp., a
corporation whose shares were traded on NASDAQ. From June 1993 to July 1993,
Mr. Boyar served as the President, Chief Executive Officer and a Director of
Aspen Marine Group, Inc., also a corporation whose shares were traded on
NASDAQ. From August 1991 to date, Mr. Boyar served as the President, Chief
Executive Officer and a Director of Sportsworld 2000, Inc., a corporation whose
shares are traded in the over-the-counter market. From March 1991 to June
1991, Mr. Boyar served as the President, Chief Executive Officer and a Director
of Iroquois Brands, Ltd. a corporation whose shares were traded on the American
Stock Exchange. From January 1991 to April 1991, Mr. Boyar served as the
President, Chief Executive Officer and a Director of International Standards
Group, Inc., a corporation whose shares were traded in the over-the-counter
market. Mr. Boyar is a third generation real estate developer from southern
California, having participated in his family's home building public company at
the age of 20. He is a graduate of the University of Miami, from which he
received a Bachelor of Business Administration Degree in Finance, and of
Southwestern University School of Law, from which he completed the law school
curriculum in two years, receiving a J.D. degree. Additionally, Mr. Boyar
completed the Masters of Law Program in Taxation at Boston University,
receiving his LL.M. degree. On March 21, 1996, Mr. Boyar was indicted, and
charged with wire fraud, money laundering and violating the federal securities
laws in connection with his employment

14
<PAGE> 17

by Members Service Corporation. These proceedings are currently pending in the
United States District Court, Middle District, State of Florida, Orlando,
Division. Mr. Boyar is charged with issuing false press releases, selling
securities that were not properly registered under the Securities Act of 1933,
as amended, and with making misrepresentations in connection with the sale of
such securities. Mr. Boyar has plead "not guilty" to such charges, believes
such charges to be without merit and has retained counsel to vigorously defend
the charges brought against him.

MANAGEMENT AGREEMENT WITH STELLAR

Stellar provides management, financial, administrative and marketing
services to TSSN pursuant to a Management and Services Agreement, wherein
Stellar is obligated to provide to TSSN personnel, supplies, equipment,
administrative and accounting services, management expertise, and other
resources. During the twelve months ended December 31, 1994 and 1995 and the
six months ended June 30, 1996, Stellar billed TSSN $1,150,000, $760,000 and
$380,000, respectively, for such management and accounting services performed
on TSSN's behalf, based upon estimated time and charges incurred by Stellar on
TSSN's behalf. Management believes that the fees charged to TSSN by Stellar
approximates the costs that would have been incurred by TSSN if it had operated
on a stand alone basis.

As of June 30, 1996, Stellar was owed $726,000 by the Company
principally for amounts owed to Stellar under the management agreement between
TSSN and Stellar, which amounts do not bear interest.

INCREASE IN AUTHORIZED SHARES OF COMMON AND PREFERRED STOCK

The Board has approved an amendment to the Company's Articles of
Incorporation pursuant to which the aggregated number of shares of common stock
that the Company has authority to issue would be increased from 2,500,000 to
100,000,000, with a par value of $.001 per share, and the aggregate number of
authorized shares of preferred stock would be increased from 1,250,000 to
25,000,000, with a par value of $.001 per share. If the proposed amendment is
approved by the Shareholders, the additional authorized shares could be issued
at the Board's discretion, for any proper purpose, without further approval
from the Shareholders, other than as may be required by applicable law. The
Board believes that the proposed increase in the number of authorized shares of
common and preferred stock will give the Company added flexibility to act in
the future with respect to financing programs, acquisitions and other corporate
purposes without delay and expense of stockholder action each time an
opportunity requiring the issuance of shares may arise.

ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.

The primary reason for the proposed increase in the number of
authorized shares of common stock is to enable the Company to consummate the
acquisition of TSSN. Stellar owned 98.35% of the shares of

15
<PAGE> 18

the capital stock of TSSN; however, Stellar had granted Boyar Holdings, Inc.
("BHI") an option to acquire all of Stellar's shares of TSSN (the "TSSN
Option"). On January 12, 1995, the Company purchased the TSSN Option from BHI,
pursuant to the terms of the Assignment of Option Agreement by and between BHI
and the Company. As consideration for the transfer of the TSSN Option, the
Company issued to BHI 30,000 shares of the Company's Series E Preferred Stock
which is convertible into 3,000,000 shares of the Company's common stock after
the anticipated increase in the Company's authorized shares of common stock is
made effective. A summary of the rights and preferences of the Series E
Preferred is set for elsewhere in this Proxy Statement (See "AMENDMENTS TO THE
COMPANY'S ARTICLES OF INCORPORATION--Description of Securities").

On March 14, 1995, the Company exercised the TSSN Option and acquired
98.35% of the issued and outstanding shares of the common stock of TSSN from
Stellar in exchange for the Company's agreement to issue 16,759,038 shares of
its common stock to Stellar (the "TSSN Acquisition"). As the Company only had
2,500,000 shares of common stock authorized at the time of the exercise of the
TSSN Option, the Company and certain of its shareholders agreed to use their
best efforts to cause the Company's authorized common stock to be increased as
soon as was practicable. Pending such increase in the Company's authorized
common stock, the Company issued Stellar 500,000 shares of its authorized but
then unissued shares of common stock. Once the Company increased the number of
shares of its authorized common stock, the Company was required to issue
16,259,038 (16,759,038 - 500,000) shares of its common stock to Stellar,
representing the balance of the shares of the Company's common stock that the
Company was obligated to issue to Stellar under the purchase agreement.
Pursuant to the agreement between the Company and Stellar, the Company also
agreed to offer to purchase the remaining 1.65% of TSSN's issued and
outstanding shares of common stock held by TSSN's minority shareholders in
exchange for, in the aggregate, 281,418 shares of the Company's common stock.
Thus, the only consideration that the Company agreed to offer to the minority
shareholders of TSSN for their shares of the common stock of TSSN were shares
of the Company's common stock. If the Company issues Special Shares (as
defined herein) to THI, only Stellar, and not the minority shareholders of
TSSN, will have the option described below to purchase those shares from THI.
During the first quarter of 1996, the Company offered, and the remaining
shareholders of TSSN accepted, 28.1421 shares of the Company's Series F
Preferred Stock in exchange for all of the shares of TSSN held by persons other
than the Company. The Company has no further obligation to issue additional
consideration to the former minority shareholders of TSSN.

In conjunction with the TSSN acquisition, ACL, which then held 587,219
shares of the Company's common stock, granted Stellar an irrevocable proxy to
represent ACL or any assignee thereof at all regular and special meetings of
shareholders, or in connection with any other shareholder action of the
Company, but only in ACL's capacity as the owner of record of, and to vote the
shares of the common stock of the Company which were owned by ACL as of March
14, 1995 ("the ACL Shares"). The irrevocable proxy was effective March 14,
1995 and expires on the date the ACL Shares represent less than five percent of
the Company's issued and outstanding shares of common stock.

The Company formed a wholly owned subsidiary, THI, which now owns all
of the assets that were owned by the Company prior to the TSSN acquisition.
Pursuant to such acquisition, the holders of record of the Company's common
stock as of March 27, 1995, will be issued a stock dividend consisting of the

16
<PAGE> 19

Company's Series D Convertible Preferred Stock ("Series D Preferred"). The
Company has the right, but not the obligation, to redeem the Series D Preferred
in exchange for all of THI's issued and outstanding capital stock. A summary of
the rights and preferences of the Series D Preferred is set forth elsewhere in
this Proxy Statement (See "AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION--Description of Securities").

The creation of THI and the authorization and issuance of the
Company's Series D Preferred was done for the purpose of preserving the value
of the Company's then existing assets for the holders of the Company's common
stock at the time of the TSSN acquisition. Due to the significant difference
in the historical business of the Company and that of TSSN, the Company
insisted on the creation of THI as a condition of the TSSN acquisition. By
creating THI and issuing a stock dividend of the Series D Preferred Stock to
the Company's then existing common shareholders of the Company, those
shareholders would, upon liquidation of the Company, be granted a preference in
liquidation in an amount equal to the value of THI's assets. Alternatively,
upon the redemption of the Series D Preferred prior to a liquidation of the
Company, the holders of the Company's common stock prior to the TSSN
Acquisition would receive all of the value of THI.

As additional consideration for entering the TSSN Acquisition
agreement, Stellar agreed to cause the Company to contribute $455,000 to THI
from the proceeds that the Company would receive from the Company's then
contemplated private debt or equity offerings, which obligation has been
satisfied by the Company. Upon the completion of the Company's current
financing activities, it is the Company's intention to redeem its Series D
Preferred in exchange for all of THI's issued and outstanding common stock.

The TSSN Acquisition agreement also provided that THI would be
entitled to receive, on an annual basis, that number of shares of the Company's
voting common stock (the "Special Shares") equal to 20% of the average total
assets of THI over a twelve month period (March 14 through the following March
13 each year) divided by two dollars. The phrase "total assets" was defined to
mean the amount set forth on the consolidated balance sheet of THI as total
assets, including, without limitation, the current assets, property and
equipment (net of accumulated depreciation), investments and other assets (net
of accumulated amortization and adjustments). The phrase "average total
assets" was defined to mean the sum of the "total assets" (as defined above) of
THI as set forth on the balance sheets of THI during each of the quarters
ending March 31, June 30, September 30 and December 31 during each applicable
twelve month period and dividing such sum by four. THI ratably earns the
Special Shares over each applicable twelve month period. THI's entitlement to
the Special Shares shall cease upon the Company's redemption of its Series D
Preferred. THI has earned 531,202 Special Shares for the period March 14, 1995
through March 13, 1996 and 153,587 Special Shares for the period March 14, 1996
through June 30, 1996. In complete satisfaction of the Company's obligation to
issue Special Shares earned as of March 13, 1996, in August 1996 the Company
issued 10.62404 shares of its Series L Convertible Preferred Stock to THI which
shares are convertible into 531,202 shares of the Company's common stock.

Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of (a) two dollars per share; or (b) 50% of the bid
price of the Company's common stock as of the end of the month preceding
Stellar's exercise of its option. As mentioned above, the TSSN Acquisition
Agreement between the Company and Stellar provided that THI would be entitled
to receive Special Shares in certain

17
<PAGE> 20

circumstances and the agreement further provided that if the Special Shares
were issued, Stellar would have the option to buy the Special Shares from TSSN.
Stellar paid no additional consideration for the option to purchase the Special
Shares from THI. Stellar's option to acquire the Special Shares shall
terminate June 30, 1997. Stellar has not been granted "registration rights"
with respect to the Special Shares.

The following example is provided to illustrate the application of the
contractual provisions of the TSSN Acquisition agreement related to the
obligation of the Company to issue Special Shares.

EXAMPLE: During the period from March 14, 1995 to March 13, 1996,
THI's average total assets were $5,312,022. Accordingly, the number
of shares of the Company's common stock; i.e., the Special Shares,
that will be issued to THI will total 531,202 shares [(20% x
$5,312,022) / $2.00].

Stellar has the option to purchase the Special Shares from THI on or
before June 30, 1997 by paying THI the greater of (a) two dollars per
share; or (b) 50% of the bid price of the Company's common stock as of
the end of the month preceding Stellar's exercise of its option. The
bid price of the Company's common stock on August 9, 1996, was $1.25,
consequently the option price would be $2.00. If Stellar were to
exercise its option to acquire all of the Special Shares, it would be
required to pay THI $1,062,404.

The Special Shares that Stellar may acquire upon the exercise of its
option will be restricted securities, and such Special Shares can be
transferred by Stellar either pursuant to the limitations imposed by
Rule 144 or without limitation through an effective registration
statement relating to such securities.

To the extent that the Company redeems the Series D Preferred by
issuing shares of THI to the holders thereof, the common shareholders of the
Company who do not also own shares of the Series D Preferred will be diluted,
as the Company will receive no consideration for the issuance of the Special
Shares. To the extent that Special Shares are issued to THI and Stellar
exercises its option to acquire the Special Shares from THI, Stellar will
benefit from such transaction to the extent that the market price of the shares
of the Company's common stock is greater than the option price that Stellar
must pay THI for the Special Shares.

EXAMPLE: Assume that the "bid" price of the Company's common stock on
September 30, 1996, was $3.75 and the "ask" price $4.00. Applying the
formula set forth above, if Stellar exercises its option to acquire
the Special Shares on September 30, 1996, the option price will be
$2.00 per share (the greater of $2.00 or 50% of the bid price of the
Company's common stock). Stellar would receive a benefit unavailable
to other shareholders of the Company as it would be able to acquire
shares of the common stock of the Company at a substantial discount to
the "ask" price of the shares of the Company; however, the shares
acquired by Stellar would be restricted securities, as that term is
defined in Rule 144(a)(3), promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and as
a result thereof, are not freely transferable by Stellar.

18
<PAGE> 21

If the Series D Preferred has not been redeemed by June 30, 1997, the
holders thereof, as a group, shall be entitled to receive a special dividend of
shares of the Company's common stock in an aggregate amount equal to the number
of Special Shares held by THI as of June 30, 1997. As long as the Series D
Preferred remains outstanding, additional stock dividends shall be payable by
the Company to the holders of the Series D Preferred, beginning July 1, 1998,
and continuing each July 1st thereafter until the Company has redeemed its
Series D Preferred, in an annual amount equal to the number of Special Shares
transferred to THI during the immediately preceding applicable twelve month
period.

For financial reporting purposes, the business combination between
TSSN and the Company has been accounted for as a reverse purchase acquisition
under which TSSN and the Company will be recapitalized to include the
historical financial information of TSSN and the assets and liabilities of the
Company revalued to reflect the market value of the Company's outstanding
shares.

There have been subsequent amendments to the TSSN Acquisition
agreement, the first of which occurred on April 19, 1995, when Stellar agreed
to return the 500,000 shares of restricted common stock previously issued to
Stellar at the closing of the Company's purchase of TSSN. The Company asked
Stellar to amend the TSSN Acquisition agreement in order to make the 500,000
shares of common stock available to the Company for issuance by the Company
pursuant to its 1995 Employee Stock Compensation Plan. Stellar agreed to
return the 500,000 shares of common stock to the Company in exchange for the
Company's agreement to increase, by 1,000,000 shares, the number of shares of
the Company's common stock that the Company would issue to Stellar at such time
as the Company increased its authorized shares of common stock. Consequently,
the number of shares that the Company was obligated to issue to Stellar for the
shares of TSSN increased from 16,759,038 to 17,759,038.

The then existing members of the Board of Directors of the Company
unanimously approved the amendment to the TSSN Acquisition agreement increasing
the number of shares to be issued to Stellar. As originally negotiated, the
TSSN Acquisition agreement contemplated that Stellar would own 77.1% of the
shares of the Company's common stock after the closing of the TSSN Acquisition
agreement. As a result of the return by Stellar to the Company of the 500,000
shares of common stock previously issued to Stellar and the Company's
subsequent issuance thereof to third parties, Stellar requested that the
Company agree to issue sufficient additional shares so that it would receive
the same percentage ownership that it had the contractual right to receive
prior to the April 19, 1995 amendment. The resulting agreement by the Board of
Directors to agree to issue an additional 1,000,000 shares to Stellar reflects
the compromise reached between Stellar and the Company. The percentage of the
common stock of the Company to be owned by Stellar, after giving effect to the
agreement to issue an additional 1,000,000 shares of common stock as a result
of the April 19, 1995 amendment to the TSSN Acquisition agreement and after
also giving effect to the Company's issuance of an additional 500,000 shares of
the common stock returned to the Company by Stellar, decreased from 77.1% to
76.4% of the Company's common stock. On the date that the TSSN Acquisition
agreement was amended, April 19, 1995, the bid price of the Company's common
stock was $3.12 and its ask price was $3.25.

19
<PAGE> 22

In addition, the April 19, 1995 amendment to the TSSN Acquisition
agreement required the Company to issue to Stellar 500 shares of its Series F
Preferred. Each share of Series F Preferred entitles the holder thereof with
the right to cast 1,000 votes on any matter requiring the approval of common
shareholders. In the event that the Company issued additional voting
securities prior to the time that the Company had increased the number of
shares of its authorized shares of common stock, the Company agreed to issue
additional shares of its Series F Preferred to Stellar in an amount equal in
voting rights with any subsequent voting shares of common or preferred stock
issued by the Company. For example, if the Company issued 300,000 shares of
its common stock, the Company would be required to issue 300 shares of its
Series F Preferred to Stellar.

The shares of the Company's Series F Preferred are convertible, at the
option of Stellar, into shares of the Company's restricted common stock, on a 1
for 10,000 basis, following an increase in the number of the Company's
authorized shares of common stock. Any common stock issued to Stellar as a
result of its conversion of Series F Preferred into the Company's common stock
reduces the Company's obligation to issue the 17,759,038 shares of restricted
common stock to Stellar. As of August 14, 1996, Stellar held 1,150.6502 shares
of Series F Preferred.

Pending an increase in the Company's authorized capital stock, the
Series F Preferred was intended to grant voting rights to Stellar similar to
those voting rights held by Stellar prior to the April 15, 1995 amendment to
the TSSN Acquisition agreement. More specifically, the grant to Stellar of 500
shares of Series F Preferred gave Stellar 500,000 votes (500 shares of Series F
Preferred with each share having 1,000 votes per share), the number of votes
that Stellar had prior to returning 500,000 shares of common stock to the
Company. The Series F Preferred also granted Stellar the right to convert the
Series F Preferred into common shares at a conversion ratio of 10,000 to 1. By
converting the Series F Preferred, Stellar could increase its voting power ten
fold, however, any shares of common stock issued to Stellar upon Stellar's
conversion of the Series F Preferred decreases, on a one for one basis, the
Company's obligation to issue the 17,759,038 shares of common stock the Company
is obligated to issue to Stellar under the TSSN Acquisition agreement as
amended.

On October 6, 1995, the TSSN Acquisition agreement was further amended
to provide that Stellar would, upon the conversion by Stellar of its shares of
Series F Preferred, return 2,126,000 shares of the 17,759,038 shares of common
stock to be received by Stellar upon the Company increasing its shares of
authorized common stock. Additionally, Stellar agreed to deliver 9,000,000
shares of the common stock to be issued to Stellar upon its conversion of the
Series F Preferred to the law firm of Scolaro Shulman, who agreed to hold the
shares in escrow, and would release the 9,000,000 shares, on a pro rata basis,
upon the Company and/or its sports and shopping-related subsidiaries achieving
net earnings of $5,000,000. Any and all shares held in escrow which are not
issued by the escrow agent to Stellar on or before December 31, 2000, are to be
returned to the Company. Stellar suggested that the TSSN Acquisition agreement
be amended to reduce the number of shares that Stellar would receive under the
TSSN Acquisition agreement (2,126,000 shares) and to subject an additional
9,000,000 shares to a risk of forfeiture if the Company's earnings did not meet
certain benchmarks, in order to facilitate the Company's capital raising
efforts.

20
<PAGE> 23

On February 26, 1996, the Company and Stellar amended the October 6,
1995 amendment to the TSSN Acquisition agreement to provide that upon the
conversion by Stellar of its shares of Series F Preferred, Stellar would return
only 1,350,000 shares of the 17,759,038 shares of common stock to be received
by Stellar upon the Company increasing its shares of authorized common stock
rather than the 2,126,000 shares that Stellar had earlier agreed to return in
the October 6, 1995 amendment. The Company agreed to this amendment as the
basis for Stellar agreeing to the October 6, 1995 amendment was Stellar's
understanding that the Company would be required to issue 2,126,000 shares of
its common stock or common stock equivalents to various third parties to assist
the Company in its fund raising efforts. As the Company was only required to
issue 1,350,000 shares to such third parties, the amount of shares to be
forfeited by Stellar to the Company was reduced accordingly.

The acquisition of TSSN resulted in no immediate tax consequences to
the Company, except that it is likely that the Company will lose a portion of
the tax benefits that it might otherwise have realized from its net operating
losses due to the fact that, as a result of the TSSN Acquisition an ownership
change will occur, as such term is defined for federal income tax purposes,
thereby limiting the Company's ability to utilize its net operating loss
carryforwards.

Although the Company's common stock trades on the National Association
of Securities Dealers, Inc. ("Nasdaq") system, neither the stock of TSSN nor
any classes of the Company's preferred stock trade publicly. On March 13,
1995, the Company's common stock sold at a high of $1.50 and a low of $1.31.

ACQUISITION OF CHANNEL AMERICA TELEVISION NETWORK, INC.

A secondary reason for the proposed increase in the number of
authorized shares of common stock is to enable the Company to consummate the
acquisition of Channel America Television Network, Inc. ("Channel America"), a
Delaware corporation based in Darien, Connecticut. The acquisition agreements
between the Company and Channel America, initially signed on July 13, 1995,
provided that the Company would acquire 100% of the issued and outstanding
shares of the capital stock of Channel America. The Company executed agreements
with Channel America on October 10, 1995, in which the Company agreed to pay
$1,000,000 to Channel America and thereafter merge with Channel America by
issuing 48,000 shares of the Company's Series H Convertible Preferred Stock
("Series H Preferred Stock") to the shareholders of Channel America other than
the Company (the "Channel America Shareholders"). In exchange for the
$1,000,000, Channel America issued 27,500,000 shares of its common stock to the
Company, which represented 51% of the issued and outstanding shares of Channel
America's voting stock, after giving effect to the anticipated issuance of
additional shares of Channel America's common stock to its creditors pursuant to
the anticipated conversion of Channel America's indebtedness described below.
Of the $1,000,000 purchase price, $600,000 had been paid as of March 29, 1996
and, the balance was paid by the Company's delivery of its promissory note
payable to Channel America (the "Channel America Note"), bearing interest at
eight percent per annum, the principal and accrued interest of which was
originally due on April 7, 1996, but which has been extended from time to time
and is now due and payable on October 15, 1996. In exchange for the Channel
America's agreement to extend the maturity date of the Channel America Note to
October 15, 1996, the Company agreed to pay Channel America $50,000 in cash,
issue to Channel America an additional 200,000 shares of the Company's common
stock or its equivalent in preferred stock, and waive certain conditions
precedent to the closing of the merger agreement between the Company and Channel
America as more fully discussed below.

In the event that the Company fails to timely pay amounts due under
the Channel America Note and, as a result thereof, is in default in the payment
of any portion of the purchase price, the percentage of the 27,500,000 shares
of Channel America acquired by the Company will be reduced pro rata with
respect to the percentage of the $1,000,000 purchase price actually paid. The
Company is not currently in default of the Channel America Note and will not be
in default unless it fails to make the single cash payment due under the
Channel America Note on October 15, 1996. If there were to be a payment
default on October 15, 1996, the Company believes that Channel America would
extend the maturity date of the Channel America Note if requested to do so by
the Company, thereby enabling the Company to acquire all of the 27,500,000
shares, as Channel America has previously granted numerous extensions to the
Channel America Note in the past, however, there can be no assurance that
Channel America will grant additional extensions. Since October 10, 1995, the
Company has made working capital advances directly to Channel America, or to
creditors of Channel America, in the amount of $1,593,000. Channel America is
obligated to repay the advances to the Company on demand.

<PAGE> 24
As discussed above, in connection with the merger between the Company
and Channel America, the Company issued, on October 10, 1995, 48,000 shares of
its Series H Preferred Stock, for the benefit of the Channel America
Shareholders, and delivered such shares to Scolaro, Shulman, in its capacity as
the escrow agent for the Channel America Shareholders. The Series H Preferred
is convertible into 3,764,588 shares of the Company's common stock. The Series
H Preferred Stock will be held in escrow, pending the conversion, by the
holders of an aggregate of 75% of the sum of [i] the face amount of the notes
previously issued by Channel America; and [ii] the stated value of the
outstanding preferred stock of Channel America, as of June 30, 1995. (The
Company agreed to reduce the percentage of the face amount of debt and
preferred stock that had to be converted from 90% to 75% as consideration for
Channel America's agreement to extend the maturity date of the Channel America
Note to October 15, 1996 as discussed above). The face amount of the notes and
the stated value of the preferred shares was, as of June 30, 1995, $7,768,533,
and, as of June 30, 1996, the holders of $4,764,000, or 62% of the face amount
of the debt and equity, had converted their debt or equity into shares of
Channel America's common stock. The holders of another $1,627,000, or 21% of
the face amount of the debt and equity, have committed, but have not yet
converted. The Series H Preferred Stock will be held in escrow, pending (a) the
conversion of an aggregate of 75% of the face amount of Channel America's notes
payable and preferred stock; (b) the Company increasing its authorized shares;
and (c) the Company registering the shares of common stock underlying the
Series H Preferred Stock with the Securities and Exchange Commission. The
merger of the Company and Channel America is not contingent upon the payment of
the Channel America Note.

22
<PAGE> 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW OF THE COMPANY PRIOR TO THE TSSN AND CHANNEL AMERICA ACQUISITIONS

In anticipation of the closing of the TSSN acquisition in March 1995,
the Company formed a wholly owned subsidiary, THI, and the Company contributed
to THI all of the assets that were owned by the Company prior to the TSSN
acquisition. Pursuant to the agreement between the Company and Stellar (the
former owner of TSSN) setting forth the terms of the TSSN acquisition (the
"TSSN Acquisition Agreement"), the holders of record of the Company's common
stock as of March 27, 1995, were issued a stock dividend consisting of the
Company's Series D Preferred, which has limited voting rights. The Company has
the right, but not the obligation, to redeem the Series D Preferred in exchange
for all of THI's issued and outstanding capital stock.

The Company previously had two business segments, a health related
business segment and a recreational business segment. The Company operated the
health related business segment through Lintronics Technologies, Inc., TGHC,
Inc. ("TGHC"), formerly known as The Good Health Channel, Inc., Imaging
Technologies, Inc., and EVRO Trading Corp. During the last quarter of the
Company's 1994 fiscal year, the Company discontinued the business operations of
its health related business segment (other than winding-up activities),
effective as of December 31, 1994.

The Company's recreational business segment is comprised of the
ownership and operation of RV campground facilities and the Company conducts
such operations out of its subsidiaries, Treasure Rockhound Ranches, Inc. and
Tres Rivers, Inc.

RESULTS OF OPERATIONS

Fiscal 1994 and 1995

The following is a discussion of the Company's results of operations
for 1994 and 1995. The Company's net loss increased from $1,703,000 in 1994 to
$7,899,000 in 1995. The increase is primarily attributable to (1) the loss
from operations of $1,078,000 of THI (historic EVRO) for the period March 1,
1995 through December 31, 1995 including the amortization of goodwill of
$170,000 (this loss was incurred in the business historically operated by the
Company), (2) the loss from operations of $1,096,000 of Channel America for the
period October 1, 1995 through December 31, 1995 including the amortization of
goodwill of $141,000, (3) increase in corporate overhead of $1,590,000,
including accounting, legal and financial consulting services and other costs
to support the Company's acquisitions and financial activities of $1,265,000,
(4) the loss on the sale of sports memorabilia in January and February 1995 of
$231,000, (5) an uninsured jewelry and gem stone inventory theft loss of
$538,000, (6) interest and other financing costs associated with 1995
borrowings of $857,000, and (7) costs associated with convertible debenture
modifications and defaults of $1,318,000, partially offset by a reduction in
management and accounting services of $390,000.

23
<PAGE> 26

The Company's net loss per share decreased from $(3.62) in 1994 to
$(3.37) in 1995. The decrease in loss per share in 1995 from that reported for
1994 reflects the change in the average common shares outstanding caused by the
issuance of additional shares of common stock.

Revenues, listed as "Rental, memberships, and other revenues" on the
Company's Consolidated Statements of Operations, in the amount of $1,070,000,
reflect the operations of the Company's RV campgrounds (historic the Company
and its subsidiaries) since March 1, 1995. Programming and advertising
revenues, in the amount of $389,000, reflect the operations of Channel America
since October 1, 1995. Revenues from product sales totaling $177,000, reflect
sales of sports memorabilia through a contractual arrangement with VIA TV
Network located in Knoxville, Tennessee during January and February 1995. The
Company received revenues from the sale of sports memorabilia during November
and December 1994 through Via TV of $49,000. The increased revenues received
from product sales in 1995 resulted from additional cable distribution on the
Nostalgia Network.

Cost of sales and revenues is comprised of the costs associated with
the RV campgrounds, totaling $734,000; Channel America, totaling $685,000; and,
sports memorabilia, totaling $260,000 (inclusive of a provision for inventory
obsolescence and write down to market value of $95,000). The cost of sales
associated with the sports memorabilia was approximately 30-35% higher than
would normally be expected due to product selection and high product costs
directly attributable to the initial low sales volume levels. Channel America
incurred a negative gross margin of $296,000 for the period October 1, 1995
through December 31, 1995, primarily attributable to unsold advertising time.

Selling, general and administrative expenses for the year ended
December 31, 1995 totaled $951,000 for RV campground operations, $552,000 for
operations of Channel America, $1,833,000 for the shopping operations and
$1,590,000 for corporate expenses and consulting services and other costs
incurred in support of the Company's acquisition and financing activities. The
Company incurred, in its shopping operations, an uninsured jewelry theft loss
of $538,000 which had an adverse effect on the Company's working capital and
financial condition. The jewelry loss is not expected to further impact future
shopping operations. The Company is currently reviewing all of its insurance
requirements and policies to assure that its insurance coverage is adequate.

During the years ended December 31, 1994 and 1995, Stellar billed TSSN
$1,150,000 and $760,000, respectively, for management and accounting services
performed on TSSN's or the Company's behalf. Stellar charged TSSN based upon
estimated time and charges incurred by Stellar on the Company's behalf.
Management believes that the fees charged to the Company and TSSN approximate
the costs that would have been incurred by TSSN if it had operated on a stand
alone basis. For the year ended December 31, 1994, TSSN accrued interest at 7%
per annum ($80,444) on a note payable to Stellar dated December 31, 1993 in the
principal amount of $1,258,116. The note and accrued interest was satisfied by
TSSN's issuance of common shares to Stellar.

Interest expense of $1,048,464 for the year ended December 31, 1995
includes (a) additional consideration of $559,000 on certain loans paid by
issuance of 50,000 shares of Series C Convertible Preferred Stock and 1,000
shares of Series I Convertible Preferred Stock, and (b) amortization of loan
costs

24
<PAGE> 27

incurred in connection with issuance of the convertible debentures of $6,000.
Costs associated with convertible debenture modifications and defaults were
comprised of (1) penalty principal added to the face value of the Debentures of
$170,000 resulting from the Company not obtaining shareholder approval for an
increase in the Company's authorized common stock by certain dates, (2) the
adjustment of liability on debentures in default from the adjusted face values
to their mandatory redemption value, and (3) the write off of related loan
costs regarding debentures in default of $175,000.

Three Months and Six Months Ended June 30, 1995 and 1996

The following is a discussion of the Company's results of operations
for the three months and six months ended June 30, 1995 and 1996. The
Company's net loss increased from $1,195,000 or $(.55) per share during the
three months ended June 30, 1995 to $2,270,000 or $(.91) per share for the same
period in 1996. The increase is primarily attributable to (1) the loss from
operations of $961,000 of Channel America for the three months ended June 30,
1996, which was not acquired until October 10, 1995, including amortization of
goodwill of $141,000, (2) interest and other financing costs of $198,000
associated with new corporate borrowings, and (3) costs associated with
convertible debenture modifications and defaults of $216,000, partially offset
by a reduction in the loss from shopping operations reflecting the temporary
discontinuance of such operations in mid-March 1996.

The Company's net loss increased from $1,844,000 or $(1.24) per share
during the six months ended June 30, 1995 to $5,774,000 or $(2.31) per share
during the same period in 1996. The increase is primarily attributable to (1)
the loss from operations of $2,062,000 of Channel America for the six months
ended June 30, 1996, which was not acquired until October 10, 1995, including
amortization of goodwill of $283,000, (2) an increase of $157,000 in the loss
from operations of THI (historic EVRO) for six months ended June 30, 1996 as
compared to the comparable period of the prior year for which operations of THI
were included only for the period March 1, 1995 through June 30, 1995, (this
loss was incurred in the business historically operated by EVRO), (3) an
increase in the loss from shopping operations of $60,000, (4) an increase in
corporate overhead of $634,000, which was primarily attributable to accounting,
legal and financial consulting services and other costs incurred to support the
Company's acquisition and financial activities, (5) interest and other
financing costs of $326,000 associated with new corporate borrowings, and (6)
costs associated with convertible debenture modifications and defaults of
$725,000, partially offset by a loss of discontinued operations of $33,000 in
1995 for which there was no similar item in 1996.

Revenues, listed as "Rental, memberships, and other revenues" of
$347,000, $395,000, $647,000 and $515,000 for the three months and six months
ended June 30, 1996 and 1995, respectively, on the Company's Consolidated
Statements of Operations reflect the operations of the Company's RV campgrounds
(historic EVRO and its subsidiaries). The decrease in revenues for the three
months ended June 30, 1996 from that reported for the same period in 1995 is
primarily due to severe drought and weather conditions experienced at the
Company's Tres Rivers RV campground located in Glen Rose, Texas. These
conditions have limited the use of the campground for tent camping, canoeing,
and tubing. The revenues for the six months ended June 30, 1995 reflect the
operations of the RV Campgrounds only for the period March 1, 1995 through June
30, 1995, while revenues for the six months ended June 30, 1996, reflect the
operations of the RV Campgrounds for the full six month period. Programming
and advertising revenues, in the amount

25
<PAGE> 28

of $331,000 and $684,000 reflect the operations of Channel America for the
three months and six months ended June 30, 1996.

In mid-January, 1996, TSSN initiated the sale of jewelry, gem stones
and non-sports collectibles on a limited basis through TSC from a television
studio facility located in Altamonte Springs, Florida. The shopping broadcast
was limited primarily to satellite only homes. As more fully explained later,
the Company temporarily discontinued the shopping operations in mid-March
1996. Revenues from these limited operations were $6,500, net. Revenues from
product sales of $44,000 and $176,000 for the three months and six months ended
June 30, 1995, reflect sales of sports memorabilia through a contractual
arrangement with VIA TV Network located in Knoxville, Tennessee during January
and February 1995. The sales for the three months ended June 30, 1995
represent sales sold in the first quarter but shipped during the second quarter
1995. The sales volume was largely attributable to cable distribution of the
Nostalgia Network.

Cost of sales and revenues reported for the three months and six
months ended June 30, 1996 and 1995 were comprised of the following:

<TABLE>
<CAPTION>
For the three months ended For the six months ended
-------------------------- ------------------------
06/30/96 06/30/95 06/30/96 06/30/95
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Rental, memberships and
other revenues $ 222,771 $ 179,276 $ 396,686 $ 321,843

Programming and advertising
742,053 1,484,563

Product sales 154 40,284 37,217 160,302

Total costs of sales and ---------- ---------- ---------- ----------
revenues $ 964,978 $ 219,560 $1,918,486 $ 482,145
========== ========== ========== ==========
</TABLE>

The increase in cost of sales and revenues for the three months ended June 30,
1996 over the same period in 1995 for RV campground operations is primarily due
to increased labor to provide better services to the members and public campers
together with increased promotional costs. The cost of sales and revenues of
RV campgrounds for the six months ended June 30, 1995 reflect the operations
for only the period March 1, 1995 through June 30, 1995, while costs of sales
and revenues for the six months ended June 30, 1996, reflect the operations of
the RV Campgrounds for the full six month period. The cost of sales in 1996
for shopping operations was disproportionally high due to limited sales volume
and the cost of products used for promotions. The cost of sales in 1995 for
shopping operations, which reflect the sale of sports memorabilia, were
approximately 30-35% higher than would normally be expected due to product
selection and high product costs directly attributable to the initial low sales
volume levels. Channel America incurred a negative gross margin of $389,000
for the three months ended March 31, 1996, which was primarily attributable to
unsold advertising time.

26
<PAGE> 29

Selling, general and administrative expenses as reported for the three months
and six months ended June 30, 1996 and 1995 were comprised of the following:

<TABLE>
<CAPTION>
For the three months ended For the six months ended

06/30/96 06/30/95 06/30/96 06/30/95
-------- -------- -------- --------
<S> <C> <C> <C> <C>
RV campgrounds $ 312,493 $ 459,381 $ 593,265 $ 454,699

Broadcasting 296,120 745,233

Shopping 24,719 220,474 573,064 561,972

Corporate 356,653 416,994 1,051,266 416,994

Total selling, general and --------- ---------- ---------- ----------
administrative expenses $ 989,985 $1,096,849 $2,962,828 $1,433,665
========= ========== ========== ==========
</TABLE>

Selling, general and administrative costs for RV campgrounds for the three
months ended June 30, 1996 decreased from the same period in 1995 reflecting
reductions of subsidiary corporate overhead including rent, personnel costs and
insurance. Selling, general and administrative expenses of RV campgrounds for
the six months ended June 30, 1995 reflect the operations for only the period
March 1, 1995 through June 30, 1995, while such costs for the six months ended
June 30, 1996, reflect the operations of the RV Campgrounds for the full six
month period. Selling, general and administrative costs for shopping
operations for three months ended June 30, 1996 decreased in comparison to the
same period in 1995 reflecting the temporary discontinuance of operations.
Despite the reduction incurred during the second quarter, selling, general and
administrative costs for shopping operations increased slightly for the six
months ended June 30, 1996 in comparison to the same period in 1995 due to the
costs of distribution, personnel, studio facility and other costs incurred to
support the initial shopping operations in the 1st quarter of 1996.

During both the three months and six months ended June 30, 1995 and
1996, Stellar billed TSSN $190,000, $190,000, $380,000, and $380,000,
respectively, for management and accounting services performed on TSSN's or
the Company's behalf. Stellar charged TSSN based upon estimated time and charges
incurred by Stellar on the Company's behalf. Management believes that the fees
charged to the Company and TSSN approximate the costs that would have been
incurred by TSSN if it had operated on a stand alone basis.

Interest expense for the three months ended June 30, 1996 were
$243,000 as compared to $44,000 for the comparable period in 1995 and for the
six months ended June 30, 1996 were $450,000 as compared to $87,000 for the
comparable period in 1995. The increases are directly attributable to new
financing required to support the Company's acquisitions and business
operations. Accrued interest for the three months and six months ended June 30,
1996 for the Debentures were $157,000 and $274,000, respectively, including
amortization of loan costs of $60,000 and $102,000, respectively. Costs
associated with convertible debenture modifications were comprised of (1)
additional principal of $304,000 pursuant to the

27
<PAGE> 30

original terms of the Debentures, and (2) additional principal of $371,000
resulting from agreements to extend mandatory redemption dates.

Other Matters

In April, 1995, TGHC, Inc., an inactive subsidiary, received a
promissory note in exchange for the sale of substantially all of the assets of
TGHC. As the ultimate collection of the contingent promissory note is
uncertain and largely dependent upon the success of the acquiring entity,
Better Health Network, Inc., establishing future profitable operations, the
Company utilized the cost recovery method of accounting for this transaction.
The payments received pursuant to the promissory note, which are based on a
percentage of the sales generated by Better Health Network, will be recognized
as income upon receipt. As of June 30, 1996 no income had been recognized by
the Company.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of Long
Lived Assets and for Long-Lived Assets to Be Disposed of," in March, 1995.
SFAS No. 121 established accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, goodwill related to those assets to
be held and used, and for long-lived assets and certain identifiable
intangibles to be disposed of. SFAS No. 121 is effective for financial
statements issued for fiscal years beginning after December 15, 1995. Adoption
of SFAS No. 121 is not expected to have a material impact on the Company's
Consolidated Financial Statements.

PLAN OF OPERATION

TSSN

TSSN is considered to be in the development stage as defined in
Financial Accounting Standard No. 7. TSSN is engaged in the development of a
television shopping network marketing its products through satellite,
television broadcast stations and cable networks.

In November 1994, TSSN initiated the sale of sports memorabilia on a
limited basis (6 to 21 hours per week) through a contractual arrangement with
ViaTV Network located in Knoxville, Tennessee. Initially the broadcast was
limited to satellite only homes; however, beginning in January 1995, TSSN sales
programming was broadcast over the Nostalgia Network for 6 hours per week.
While these sales activities confirmed, in management's opinion, the viability
of TSSN's programming, the operations were discontinued in late February 1995
until TSSN could independently obtain broadcasting capability and distribution
at more favorable economic costs. In January 1996, TSSN initiated the sale of
jewelry, gem stones and non-sports collectibles on a limited basis through The
Shopping Connection, Inc. ("TSC"). The shopping broadcast was limited
primarily to satellite only homes. In mid-March 1996, the Company temporarily
discontinued the shopping program operations at its Altamonte Springs, Florida
television studio facility in order to relocate and consolidate its shopping
program operations with the operations of Channel America. The Company
anticipates that it will operate from facilities located in California,
however, the Company has yet to obtain such a facility. Upon the consolidation
of the Company's television operations at one studio

28
<PAGE> 31

facility, TSSN anticipates that it will relaunch its shopping programming on
Channel America during late evening hours, seven days a week in late 1996.

CHANNEL AMERICA

Channel America, a broadcast television network, enhances the
Company's business plan by affording the Company a means to distribute TSSN's
programming, and, additionally, expands the Company's entertainment business to
include a television network. Channel America currently broadcasts its
programming 24 hours per day through its television network which, as of July
10, 1996, is comprised of 85 affiliates with a potential reach of approximately
35.4 million US households, including 9.9 million direct cable homes and 4.6
million satellite homes. The Company intends to initially commence
broadcasting the programming of TSSN, 6 hours per day, seven days per week on
Channel America's network. Thereafter, the Company anticipates expanding such
programming to 12 hours per day, seven days per week.

CASH REQUIREMENTS.

The Company is currently unable to meet its cash requirements and
will need approximately $15,000,000, $12,750,000 net of commissions and closing
costs, to continue the execution of its business plan through the next twelve
months as partially described in the sections captioned "Outlook" and
"Liquidity and Capital Resources" discussed below, and also including (1)
$6,000,000 to satisfy its existing cash needs for the repayment of current
liabilities; (2) $950,000 for its anticipated cash needs in the next twelve
months; (3) $450,000 to complete payments to Channel America; (4) $1,550,000
for working capital to be utilized in the operations of Channel America; (5)
$2,000,000 for working capital for TSSN; (6) $300,000 for THI's debt and
operations; and (7) $1,500,000 to finance the acquisition of a RV park and
campground. The Company plans to obtain funds to satisfy its cash requirements
from the issuance of its capital stock or from issuance of its debt securities.
While the Company has retained Sands Brothers & Co. Ltd. to assist the Company
in its capital raising efforts, the Company currently has no binding commitment
to receive either debt or equity financing and no assurance can be given that
the Company will be successful in obtaining additional equity or debt funding.

OUTLOOK

The Company has established the following objectives to achieve
profitable operations in 1996, assuming the Company is successful in its
capital raising efforts:

1. Strengthen its management team, including recruiting
experienced Chief Executive Officers for both the Company and
Channel America;

2. Consolidate the operations of Channel America and TSSN into a
television studio facility in California. This consolidation
will provide for considerable cost savings as it will allow
for

29
<PAGE> 32

the use of common uplink and transponder facilities, as well
as reducing related overhead costs;

3. Obtain Nielsen ratings of Channel America's programming to
facilitate the sale of advertising time to national
advertisers;

4. Enhance the programming of Channel America through joint
ventures with partners such as MIT-F/x, Inc. to distribute a
computer animated television series called W.I.N.G.S. Angela
and SBI Communications to broadcast an interactive live
television bingo game show; and

5. To further diversify the geographic regions and seasonal
variations of its RV park division, the Company is currently
negotiating the purchase of a fully developed RV park and
campground in the northeast United States, which includes
approximately 400 sites.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred operating losses in 1994, 1995, and for the
six months ended June 30, 1996, of $1,703,000, $7,899,000 and $5,774,000
respectively, which have adversely reduced the Company's liquidity and capital
resources. In addition, TSSN and Channel America will require a substantial
capital infusion to fully establish their respective operations. The Company
anticipates that it will continue to incur losses throughout its 1996 fiscal
year.

30
<PAGE> 33
As of December 31, 1995 the Company issued $1,000,000 of 8.5%
Convertible Debentures due October 31, 2000 and $500,000 of 9.5% Convertible
Debentures due November 27, 2000. During January and February, 1996, the
Company issued an additional $3,040,000 of 8.5% Convertible Debentures of
which $1,890,000 are due January 31, 1998 and $1,150,000 are due on October 31,
2000 (collectively referred to as the "Debentures"). The Debentures were
issued to individuals and corporations located outside of the United States.
The holders of the Debentures are entitled, at their option, at any time
commencing 41 days after issue to convert any or all of the original principal
amounts of the Debenture into shares of common stock of the Company, at a
conversion price per share equal to 50%-70% of the market price of the
Company's common stock. Market price is defined as the average closing bid
price for the five business days immediately preceding the conversion date or
immediately preceding the debenture subscription date, whichever is lower.

The Debentures, as amended, provide that a penalty of 10% to 30% of
the face value of the Debentures be added to principal in the event that the
Company does not obtain shareholder authorization to increase its authorized
shares of common stock necessary to satisfy the Company's conversion obligation
under the Debentures by certain dates. The Company has not obtained the
authorization for the issuance of this common stock and accordingly recorded
additional principal due on the Debentures.

The Debentures provide that in the event authorization for issuance of
the Common Stock is not obtained before 75 or 90 days from date of issue, the
Company is required to redeem the Debentures at an amount equal to the value of
the common stock into which the Debentures would have been convertible at the
date of redemption. As of June 30, 1996, all Debentures were in default as
authorization for issuance of the Common Stock has not yet been obtained.
Overall, the Debenture holders continue to support the Company and have not
demanded redemption of the Debentures. The Company has agreed to redeem one
Debenture with a face value of $150,000 for an aggregate amount of $250,000.
Management believes that the balance of the Debenture holders will continue to
hold the Debentures for conversion into common stock upon the Company obtaining
shareholder approval to increase its authorized shares. Further, management
believes that once a definitive date is scheduled for the shareholders meeting
contemplated by this proxy, management will then be able to negotiate final
extensions of the mandatory redemption dates. Accordingly, no adjustment has
been made to adjust the liability from the face value of the Debentures,
including extension penalties, as amended, to their common stock equivalent
value. The common stock equivalent value of the Debentures as of June 30, 1996
aggregated $9,070,000.

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<PAGE> 34

During the first quarter of 1996, the Company sold 15,000 shares of
Series C Preferred Stock and 17 shares of Series K Preferred Stock for
$787,500, net of sales commissions of $212,500.

During 1996, the Company used the net cash of $2,826,000 that it
received from the issuance of its Debentures and sale of preferred stock in
the following manner: (1) payments to Channel America for its acquisition
($300,000); (2) advances to or payments on behalf of Channel America
($671,000); (3) legal and accounting fees incurred to complete certain filings
with the Securities and Exchange Commission ($160,000); (4) debt service and
working capital to fund the operations of THI ($234,000); (5) payment to
Stellar for management and accounting services ($103,000); (6) working capital
for operations of TSSN and TSC ($330,000); (7) working capital for corporate
overhead operations ($138,000); (8) repayment of outstanding debt, the proceeds
of which were previously used for working capital purposes ($350,000); (9)
consulting services ($290,000); and (10) the redemption of previously issued
shares of The Company's Series C Preferred ($250,000).

During the three months ended June 30, 1996, ACL made working capital
advances of $426,000 to the Company. The Company repaid $80,000 of the
advances in cash and, in July 1996, issued 8.44844 shares of Series L
Convertible Preferred Stock, which are convertible into 422,422 shares of the
Company's common stock, in satisfaction of advances aggregating $287,000. The
Company used the working capital advances in the following manner: (1) debt
service and working capital to fund the operations of THI ($316,000); (2) legal
and accounting fees incurred to complete certain filings with the Securities
and Exchange Commission ($50,000); (3) working capital for Channel America
operations ($37,000) and (4) working capital for corporate overhead operations
($23,000).

On August 26, 1996, the Company borrowed $650,000 from Robert D.
Basham. The entire principal amount due Mr. Basham is payable on August 26,
1998, and bears interest at 13% per annum, payable monthly. The promissory
note that the Company issued Mr. Basham was guaranteed by E. Carl Anderson,
whose guarantee was secured by Mr. Anderson granting a mortgage to Mr. Basham
on certain parcels of property owned by E. Carl Anderson. Mr. Anderson
received 60 shares of the Company's Series J Preferred, representing the
equivalent of $3,000,000 common shares upon conversion, and common stock
purchase warrants enabling Mr. Anderson to purchase 2,000,000 common shares as
part of his fee for arranging this financing, together with cash of $100,682 as
a guaranty fee. The common stock warrants are transferrable, non-callable and
exercisable at $1.00 per share for a period ending on the later of: three years
from the date the warrants were issued; or two years from the date that the
Company registers the underlying common shares for sale to the public. In
addition, Mr. Anderson received 40 shares of Series J Preferred, representing
the equivalent of 2,000,000 common shares upon conversion, as collateral to
assure repayment of the above referenced loan by the Company within 90 days.
The proceeds of the loan were used in the following manner: (1) loan and
guaranty fees and loan and mortgage closing costs ($145,000), (2) payment of
consulting fees due to Southern Resource Management, Inc., an entity affiliated
with Mr. Anderson, (3) legal and accounting fees incurred to complete certain
filings with the Securities and Exchange Commission ($76,000), (4) working
capital advances to fund Channel America operations ($150,000), (5) repayment
of advances from ACL ($50,000), (6) working capital advances for operations of
THI ($45,000) and (7) working capital for corporate overhead ($69,000).
Southern Resource Management, Inc. returned to the Company 60 shares of Series
J Preferred it had held as collateral pursuant to its consulting agreement with
the Company and Mr. Anderson returned 40 shares of Series J Preferred he held
as collateral pursuant to the terms of a stock purchase agreement he had
entered into with the Company.

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<PAGE> 35

The Company is in default of a note payable to Genesee Cattle Co.
in the amount of $253,000 due June 24, 1995 (including accrued interest of
$53,000), and consulting fees of $50,000. The note payable is collateralized by
all the common stock of the company's subsidiary TSSN. On May 21, 1996, the
note holder filed a civil action to collect all monies due in the U.S.
District Court for the District of Colorado against the Company, Stephen H.
Cohen, a Director, individually, and Daniel M. Boyar, individually, guarantor
of the note payable.

The Company is currently experiencing a significant deficiency in
working capital and Channel America and TSSN (the Company's primary future
operating subsidiaries) have operated since their inception with a negative
working capital position. As of June 30, 1996, the Company had current assets
of $300,000 and current liabilities of $16,443,000, or a working capital
deficiency of $16,143,000, together with a stockholders' deficit of $446,000.
The Company is currently in default on various notes payable aggregating
approximately $1,287,000 and all of its Debentures which have a stock common
equivalent values of $9,070,000. These factors raise substantial doubts as to
the Company's ability to continue as a going concern unless it is able to
successfully complete a sizable private equity offering and attain future
profitable operations. The future success of the Company will depend, among
other factors, upon management's ability to attain and maintain profitable
operations; to obtain favorable financing arrangements; to retire its current
indebtedness; and, to raise additional capital.

A primary purpose of the 1996 Shareholders' Meeting is to approve and
increase in the number of shares of the Company's authorized common and
preferred stock. If the shareholders of the Company do not approve the
increase in the Company's authorized common stock, the holders of the Company's
Debentures will likely demand the repayment of amounts owed to them in cash
rather than convert such Debentures into shares of the Company's common stock
as the Company will not be able to issue additional

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<PAGE> 36

common shares. Thus, it is critical to the success of the Company that the
shareholders of the Company's common stock increase the authorized shares of
the Company's common stock. Not only are the increased shares needed for
possible issuance to Debenture holders, but, such shares are also required to
raise additional capital for the Company. On the other hand, if the
shareholders of the Company fail to increase the authorized shares of the
Company's preferred stock, the Company does not envision that such action will
materially impact the Company, although it will limit the Company's ability to
engage in certain financing transactions requiring the issuance of preferred
stock. If the shareholders of the Company do not approve an increase in the
Company's common stock, the Company will likely seek to renegotiate the terms
of its existing Debentures to extend the maturity date thereof, however, there
can be no assurance that the Debenture holders would extend the terms of the
Debentures in which case, if payment of a substantial amount of the Debentures
were demanded, the Company would likely be unable to meet such request.

Despite the inability of the Company to establish positive cash flow
from its operations it has been able to raise capital through the issuance of
its debentures and its preferred stock, however, there can be no assurance that
the Company will be able to continue to issue its securities.

AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION

The Board has approved an amendment to the Company's Articles of
Incorporation which would change the Company's name from "EVRO Corporation" to
"Channel America Broadcasting, Inc.", which name, in the opinion of management,
better reflects the Company's current business focus.

The primary matter to be voted on at the 1996 Shareholders' Meeting is the
approval of an amendment to the Company's articles of incorporation that would
increase the number of authorized common shares from 2,500,000 to 100,000,000,
each with a par value of $.001. The Company wishes to increase the number of
authorized shares in order to fulfill its commitment to issue shares of its
common stock to Stellar in exchange for 98.35% of TSSN's outstanding common
stock. Additionally, the increased shares of common stock will permit the
Company to issue shares of common stock to the holders of the Company's issued
convertible preferred stock. Moreover, the Company has issued its Debentures,
which entitle the holders thereof with the right to convert the principal
amount of the Debentures into shares of the Company's common stock.
Furthermore, the Company has entered into various agreements to acquire the
assets of other businesses in exchange for shares of the Company's common
stock. The Company currently does not have a sufficient number of authorized
shares of common stock to accommodate the conversion rights set forth in the
issued shares of its preferred stock and its outstanding Debentures and its
contractual commitments to issue shares for the business combinations that it
has negotiated. The general effect of the approval of this amendment to
increase the Company's authorized shares of common stock will be to dilute the
voting power and ratable share of earnings of the common stockholders in
inverse proportion to the increase in authorized shares.

The Board has also approved a proposed amendment to increase the number of
the Company's authorized preferred shares from 1,250,000 to 25,000,000. The
Company has issued numerous series of its preferred stock and the Company
currently has insufficient authorized shares of its common stock to issue to
the holders of the Company's preferred shares who elect to convert their shares
of preferred stock. If the

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<PAGE> 37

common shareholders of the Company do not approve the amendment to the
Company's Articles of Incorporation increasing the authorized shares of the
Company's common stock the preferred shareholders will not be able to convert
their shares of preferred stock. The Company has issued its preferred stock
during 1995 and 1996, primarily due to the fact that the Company had issued all
of its authorized shares of common stock. The Company issued its preferred
stock for the following reasons: (a) to acquire other businesses (Series D, E,
F and L Preferred - issued to the shareholders of the Company, BHI, Stellar,
and THI, respectively, in connection with the TSSN acquisition; and Series H
Preferred - issued to Channel America); (b) to raise additional capital
(Series C and K Preferred - issued for cash); (c) to secure indebtedness of the
Company (Series C, J and M Preferred issued to secure indebtedness for services
rendered to the Company and Series J Preferred to secure a "put" obligation
with respect to 50,000 shares of Series C Preferred); (d) in payment for
services provided to the Company (Series F, I and M Preferred issued in payment
for financial and legal services rendered to the Company), and (e) to satisfy
advances received from ACL (Series L issued in satisfaction of advances by
ACL). It is possible that the Company will issue additional shares of its
preferred stock, from time to time, without the consent of its existing
shareholders. By increasing the number of authorized shares of preferred
stock, the Company will be able to issue additional shares of preferred stock
without the consent of the Company's common or preferred shareholders. The
Company's preferred stock will have preferential claims to the assets of the
Company in the event the Company is dissolved or liquidated.

The following is a brief summary of the characteristics of the various
classes of the Company's capital stock.

DESCRIPTION OF SECURITIES

COMMON STOCK - The Company has authorized common stock of 2,500,000 shares
with no par value, of which 2,497,957 shares were issued at August 14, 1996, of
which 27,500 shares were issued as collateral. As of August 14, 1996, 708
common shares were held by THI. Although the Company has not in the past and
has no current plans to declare cash dividends, each common share is equally
entitled to receive any cash dividends declared on such shares. However, the
Company's common stock does not entitled its holder to preemptive rights.

Stock Purchase Agreement - On September 18, 1995, the Company granted a lender
warrants to purchase 200,000 common shares at $1.00 per share. If the market
price (bid price per share) is less than $2.00 per share at the time of the
exercise of the warrants by the buyer, the purchase price per share shall be
reduced to one half of the market price of the common shares on the exercise
date. The warrants lapse one year from date of grant. The stock purchase
agreement provides that the underlying common shares shall be registered in
nine months from the date of grant or as soon thereafter as possible, if the
buyer exercises the warrants after such time.

The Board has proposed increasing the number of authorized shares of
common stock to 100,000,000, with a par value of $.001 per share. All shares
of common stock issued as the result of the conversion of its preferred stock
or convertible debentures and the exercise of the warrants will be restricted
in that they may

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<PAGE> 38

not be resold absent registration under the Securities Act of 1933 or an
exemption to such registration. The restrictions on resale may impair the
marketability of such shares.

PREFERRED STOCK - The Company has authorized 1,250,000 shares of preferred
stock with no par value. The Board has proposed increasing the number of
authorized shares of preferred stock to 25,000,000, with a par value of $.001
per share. The following discussion provides information relevant to the
possible conversion and/or redemption of each series of preferred stock with
outstanding shares in that series.

Series C Convertible Preferred Stock ("Series C Preferred") - The Board
has established this series with 500,000 shares authorized, with a stated value
of $10.00 per share. As of August 14, 1996, 211,900 shares of Series C
Preferred were issued and outstanding of which 26,000 shares were issued as
collateral. This series has no voting rights, except as provided by operation
of law. Under applicable law, the Company cannot without the affirmative vote
or the written consent of 80% of the holders of the outstanding shares, voting
as a class, change the preferences, rights or limitations with respect to the
Series C Preferred in any material respect prejudicial to the holders thereof,
or increase the authorized number of shares in this series so long as shares of
Series C Preferred remain outstanding. Moreover, this series shall not bear
dividends.

Shares of Series C Preferred may be redeemed in whole or in part, at the
option of the Company, at any time on or after April 15, 1996 at a price equal
to the sum of $10.00 per share. Each holder of Series C Preferred shall have
the right on or before April 15, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion price
equal to 50% of the common stock's market value. The market value shall be
determined as follows: (a) if at the time of valuation the Company's common
stock is listed on any national securities exchange, the average closing price
on such exchange for the ten day period prior to conversion, or, if listed on
more than one exchange, on the exchange on which the Company's common stock
shall have the largest total trading volume; (b) if at the time of valuation,
the Company's common stock is publicly traded but not listed on any national
securities exchange, the average of the average closing bid and asked prices
appearing on Nasdaq for the ten day period preceding the conversion date or,
if not listed on Nasdaq, the average closing bid and asked prices as reported
by the National Quotation Bureau, Inc. or a comparable general quotation
service; or (c) if at the time of valuation the Company's common stock is not
publicly traded, the net book per share as reflected on the Company's audited
balance sheet for its latest fiscal year ending prior to the valuation date.
In the event the Series C Preferred is called for redemption, the right of
conversion shall cease and terminate at the close of business the day preceding
the date fixed for the redemption of such shares. The Company has no sinking
fund obligations in connection with this series.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series C
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $10.00 in cash for each share of Series C Preferred held,
aggregating $2,119,000 as of August 14, 1996, subject to the first priority of
all holders of Series B Convertible 10% Preferred Stock ("Series B Preferred").

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<PAGE> 39

Series D Convertible Preferred Stock ("Series D Preferred") - The Board has
established this series with 17,000 shares authorized, with no par value. As
of August 14, 1996, 16,984.9 shares of Series D Preferred were issued and
outstanding.

Pursuant to the terms of the Company's acquisition of TSSN, the Company
issued one share of Series D Preferred for each 100 shares of issued and
outstanding common stock (See "INCREASE IN AUTHORIZED SHARES OF COMMON AND
PREFERRED STOCK--Acquisition of the Sports & Shopping Network, Inc." for a
detailed description of the TSSN Acquisition) to all holders of common stock of
record as of March 27, 1995, except for Stellar. The Company issued the stock
certificates on or about August 28, 1995.

Series D Preferred has no voting rights except as provided by operation of
law. As long as any Series D Preferred remains outstanding, the Company shall
not, without the affirmative vote or written consent of the holders of a
majority of the Series D Preferred (a) change the preferences, rights or
limitations with respect to the Series D Preferred, or increase the authorized
number of shares of such Series, but nothing herein contained shall require
such a vote or consent (i) in connection with any increase in the total number
of authorized shares of the Company's common stock; or (ii) in connection with
the authorization, designation, increase or issuance of any class or series of
stock holding a ranking subordinate to the Series D Preferred; (b) cause THI to
issue additional capital stock; (c) pledge, hypothecate or otherwise encumber
the THI common stock held by the Company; or (d) take any other action which
will restrict the Company's ability to conduct the conversion of the Series D
Preferred.

At any time after issuance, the issued and outstanding shares of Series D
Preferred may be converted, at the sole option of the Company, into 100% of the
THI common stock owned by the Company on the effective date of conversion. The
Series D Preferred may only be converted into the THI common stock in whole,
not in part. Upon conversion, one share of Series D Preferred will be
converted into an amount of THI common stock equal to the product of (a) the
number of shares of THI common stock owned by the Company on the date of
conversion and (b) a fraction, the numerator of which is one and the
denominator of which is the number of shares of Series D Preferred issued and
outstanding on the date of conversion. Holders of Series D Preferred do not
have the option to convert.

The Company has contractually agreed to issue to THI shares of the
Company's authorized but previously unissued common stock (the "Distribution
Shares") which on an annualized basis will equal 20% of THI's average total
assets, assuming for the purposes of such issuance that the Distribution Shares
have a value of $2.00 per share. The Distribution Shares will be issued each
March 14th, commencing in 1996, based upon the average total assets for the
previous 12 months. THI has granted the Corporation's majority shareholder,
Stellar, an option (the "Stellar Option") to purchase the Distribution Shares
at any time until June 30, 1997 at a price equal to the greater of $2.00 per
share or 50% of the bid price of the Company's publicly traded common stock as
of the last day of the month preceding Stellar's exercise of the Stellar
Option. If Stellar has not exercised the Stellar Option prior to March 14,
1996, the Corporation has agreed to issue to THI additional Distribution Shares
at the same rate specified above for each successive 12 month period.

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<PAGE> 40

If the Company fails to convert all shares of Series D Preferred by June
30, 1997, the Company shall declare a stock dividend to the holders of the
Series D Preferred, on a pro rata basis, of an amount of the Company's
restricted common stock equal to the total number of Distribution Shares which
have been distributed to THI as of June 30, 1997. The stock dividend shall
have a record date of July 1, 1997, and shall be declared each successive July
1 until the Company converts the Series D Preferred shares, based upon the
amount of Distribution Shares conveyed to THI during the 12 month period
preceding the July 1 record date. As of August 14, 1996, there were no
dividends in arrears related to Series D Preferred.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series D
Preferred shall be entitled to receive, out of the net assets of the Company,
the Company's shares of THI's common stock, aggregating $3,361,000 (the
approximate net book value of THI as of March 31, 1996, including net working
capital advances of $764,000) subject to the first priority of all holders of
Series B Preferred and Series C Preferred. The Company has no sinking fund
obligations in connection with Series D Preferred.

Series E Convertible Preferred Stock ("Series E Preferred") - The Board has
established 30,000 shares of authorized Series E Preferred with no par value.
As of August 14, 1996, all 30,000 shares were issued and outstanding. The
holder of each of Series E Preferred is entitled to one vote on each matter
with respect to which a vote is required of the shareholders of the Company's
common stock. As long as the Series E Preferred is outstanding, the Company
cannot without the affirmative vote or the written consent as provided by law
of 80% of the holders of the outstanding shares, voting as a class, change the
preferences, rights or limitations with respect to the Series E Preferred in
any material respect prejudicial to the holders thereof, or increase the
authorized number of shares of such series. Series E Preferred shall not bear
dividends.

Each holder of Series E Preferred shall have the right, at his option, at
any time after the Company increases its authorized common shares, to convert
each share into fully paid and nonassessable shares of the Company's common
stock at a conversion ratio of 100 shares of common stock for each share of
Series E Preferred. The Company has no power to force redemption or conversion
of these shares and is not required to provide any type of sinking fund to
accommodate conversion.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series E
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $1.00 in cash for each share of Series E Preferred held, aggregating
$30,000 as of August 14, 1996, subject to the first priority of all holders of
Series B Preferred, Series C Preferred and Series D Preferred.

Series F Convertible Preferred Stock ("Series F Preferred") - The Board has
established 1,680 authorized shares of Series F Preferred with no par value.
As of August 14, 1996, 1,352.5911 of these were issued and outstanding. The
Company had issued 1,280 shares of Series F Preferred to Stellar pursuant to

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<PAGE> 41

the terms of the TSSN acquisition. (See "INCREASE IN AUTHORIZED SHARES OF
COMMON AND PREFERRED STOCK--Acquisition of the Sports and Shopping Network,
Inc." for a detailed discussion of the TSSN acquisition). In addition, the
Company issued 44.449 shares of Series F Preferred for services provided to the
Company by consultants and the Company has issued 28.1421 shares of its Series
F Preferred to the former shareholders of TSSN, other than Stellar.

Holders of Series F Preferred are entitled to 1,000 votes per share on
each matter with respect to which a vote is required of the shareholders of the
Company's common stock. As long as any Series F Preferred shares remain
outstanding, the Company may not without the affirmative vote or the written
consent as provided by law of 80% of the holders of the outstanding shares,
voting as a class, change the preferences, rights or limitations with respect
to the Series F Preferred in any material respect prejudicial to the holders
thereof, or increase the authorized number of shares of such series. Series F
Preferred shall not bear dividends.

Each holder of Series F Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
to convert each share into fully paid and nonassessable shares of the Company's
common stock at a conversion ratio of 10,000 shares of common stock for each
share of Series F Preferred. The Company has no right to redeem any Series F
Preferred shares, nor does it have any sinking fund obligations with respect to
such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series F
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $1.00 in cash for each share of Series F Preferred held, aggregating
$1,352 as of August 14, 1996, subject to the first priority of all holders of
Series B Preferred, Series C Preferred, Series D Preferred and Series E
Preferred.

Series H Convertible Preferred Stock ("Series H Preferred") - The Company has
authorized a total of 100,000 shares of Series H Preferred with no par value.
As of August 14, 1996, 48,000 shares were issued and outstanding. The Company
issued the outstanding shares of Series H Preferred pursuant to the terms of
the Channel America acquisition. (See "INCREASE IN AUTHORIZED SHARES OF COMMON
AND PREFERRED STOCK--Acquisition of Channel America Television Network, Inc."
for a detailed discussion of the Channel America acquisition).

Any Series H Preferred shareholder may, at his option, at any time after
the Company increases its number of authorized shares of common stock shares,
but in no event later than June 30, 1997, into a number of shares of the
Company's common stock equal to 125 divided by the greater of the market price
of the Company's common stock at the date of conversion or $2.00. For this
purpose, the market value of the Company's common stock shall be determined as
follows: (a) if at the time of valuation the Company's common stock is listed
on any national securities exchange, the average closing price on such exchange
for the ten day period prior to conversion, or, if listed on more than one
exchange, on the exchange which the Company's common stock shall have had the
largest total trading volume; (b) if at the time of valuation the Company's
common stock is publicly traded but not listed on any national securities
exchange, the average

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<PAGE> 42

bid and asked prices appearing on Nasdaq for the ten day period preceding the
conversion date, or, if not listed on Nasdaq, the average of the average
closing bid-and-asked prices as reported by the National Quotation Bureau, Inc.
or a comparable general quotation service; or (c) if at the time of valuation
the Company's common stock is not publicly traded, the net book value per share
as reflected on the Company's audited consolidated balance sheet for its latest
fiscal year ending prior to the valuation date.

The Company also has the option to redeem any or all Series H Preferred
shares at a price of $125.00 per share. In the event that the Company fails to
redeem 100% of the outstanding shares of Series H Preferred, the redemption
must occur in a nondiscriminatory manner. Moreover, after the Company provides
notice of redemption, any holder of Series H Preferred may convert such shares
into shares of the Company's common stock in accordance with the terms set
forth in the preceding paragraph any time on or before the designated
redemption date.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series H
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $125.00 in cash for each share of Series H Preferred held,
aggregating $6,000,000 as of August 14, 1996, subject to the first priority of
all holders of Series B Preferred, Series C Preferred, Series D Preferred,
Series E Preferred, Series F Preferred and Series I Preferred.

Series I Convertible Preferred Stock ("Series I Preferred") - The Board has
established Series I Preferred consisting of 7,000 authorized shares with no
par value. As of August 14, 1996, the Company had issued 6,750 of Series I
Preferred as payment for certain financial consulting services rendered to the
Company.

The Series I Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series I
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series I Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series I Preferred shall have the right, at his option, at
any time after the Company increases its authorized common shares, to convert
each share into fully paid and nonassessable shares of the Company's common
stock at a conversion ratio of 200 shares of common stock for each share of
Series I Preferred. The Company has no right to redeem or force conversion and
has no sinking fund obligations in connection with this series.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series I
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $162.50 in cash for each share of Series I Preferred held,
aggregating $1,096,875 as of August 14, 1996, subject to the first

40
<PAGE> 43

priority of all holders of Series B Preferred, Series C Preferred, Series D
Preferred, Series E Preferred and Series F Preferred.

Series J Convertible Preferred Stock ("Series J Preferred") - The Board has
authorized 100 shares of Series J Preferred with no par value. As of August
14, 1996, all 100 shares of Series J Preferred were issued and outstanding of
which all shares were issued as collateral. Series J Preferred shall bear no
dividends.

The Series J Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series J
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series J Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series J Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
50,000 shares of common stock for each share of Series J Preferred. The
Company has no right to redeem any Series J Preferred shares, nor does it have
any sinking fund obligations with respect to such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series J
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $50,000.00 in cash for each share of Series J Preferred held,
aggregating $5,000,000, subject to the first priority of all holders of Series
B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series
F Preferred, Series H Preferred and Series I Preferred.

Series K Convertible Preferred Stock ("Series K Preferred") - The Board has
authorized 100 shares of Series K Preferred with no par value. As of August
14, 1996, 17 shares of Series K Preferred were issued and outstanding. Series
K Preferred shall bear no dividends.

The Series K Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series K
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series K Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series K Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
50,000 shares of common stock for each share of Series K Preferred. The
Company has no right to redeem any Series K Preferred shares, nor does it have
any sinking fund obligations with respect to such shares.

41
<PAGE> 44

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series K
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $50,000.00 in cash for each share of Series K Preferred held,
aggregating $850,000 as of August 14, 1996, subject to the first priority of
all holders of Series B Preferred, Series C Preferred, Series D Preferred,
Series E Preferred, Series F Preferred, Series H Preferred, Series I Preferred
and Series J.

Series L Convertible Preferred Stock ("Series L. Preferred") - The board has
authorized 100 shares of Series L Preferred with no par value. As of August
14, 1996, the Company had issued 19.07248 shares of Series L Preferred. Of
these shares, the Company issued 8.44844 shares to ACL in satisfaction advances
of $287,000 (See "ELECTION OF BOARD OF DIRECTORS--Certain Relationships and
Related Transactions with Management and Others") and 10.62404 shares to THI
pursuant to certain contractual provisions of the TSSN acquisition agreement
(See "INCREASE IN AUTHORIZED SHARES OF COMMON AND PREFERRED STOCK--Acquisition
of The Sports & Shopping Network, Inc.") Series M Preferred bears no dividends.

The Series L Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series L
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series L Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series L Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
50,000 shares of common stock for each share of Series L Preferred. The
Company has no right to redeem any Series L Preferred shares, nor does it have
any sinking fund obligations with respect to such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series L
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $50,000.00 in cash for each share of Series L Preferred held,
aggregating $953,624 as of August 14, 1996, subject to the first priority of
all holders of Series B Preferred, Series C Preferred, Series D Preferred,
Series E Preferred, Series F Preferred, Series H Preferred, Series I Preferred,
Series J Preferred, and Series K Preferred.

Series M Convertible Preferred Stock ("Series M Preferred") - The Board has
authorized 40,000 of Series M Preferred with no par value. As of August 14,
1996, all 40,000 shares were issued and outstanding. Of these, the Company
issued 15,000 to Daniel M. Boyar as compensation for services and 25,000 shares
to the law firm of Scolaro Shulman, as security for payment of legal fees.
Further, Series M Preferred bears no dividends.

42
<PAGE> 45

Each holder of Series M Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
10 shares of common stock for each share of Series M Preferred. The Company
has no right to redeem any Series M Preferred shares, nor does it have any
sinking fund obligations with respect to such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series M
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $10.00 in cash for each share of Series M Preferred held,
aggregating $400,000 as of August 14, 1996, subject to the first priority of
all holders of Series B Preferred, Series C Preferred, Series D Preferred,
Series E Preferred, Series F Preferred, Series H Preferred, Series I Preferred,
Series J Preferred and all holders of Series K Preferred.

The Company has also authorized several other classes of preferred stock,
including Series A, 5% Convertible Preferred and Series B Preferred Stock.1 As
of August 14, 1996, no shares from any of these series were outstanding.
Accordingly, the proposed increase in authorized shares of the Company's common
stock shall not involve the conversion, redemption, or other form of exchange
of any these types of preferred shares.

MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(A) PRICE RANGE OF COMMON STOCK

The following table shows the high and low closing bid prices as reported
by Nasdaq for the Company's common stock for the calendar quarters indicated.
The Company's common stock is traded on Nasdaq Small Cap Market under the
symbol "EVRO".

The quotations represent prices between dealers in securities, do not
include retail markup, markdowns or commissions and may not necessarily
represent actual transactions.

- ---------------------
(1) The Board has never authorized a Series G of the Company's
Preferred Stock and has retired its Series B 8% Preferred Stock.
On May 15, 1996, the Company amended its Articles of
Incorporation to redesignate the Company s Series A, 10%
Convertible Preferred Stock to Series B Preferred Stock. In
addition, a new series of preferred stock was designated as
Series A, 5% Convertible Preferred Stock.

43
<PAGE> 46

<TABLE>
<CAPTION>
1994 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter $2.56 $0.88
Second Quarter $1.31 $0.63
Third Quarter $1.13 $0.50
Fourth Quarter $0.53 $0.16

1995
-----
First Quarter $2.63 $1.19
Second Quarter $3.75 $1.19
Third Quarter $3.06 $0.75
Fourth Quarter $2.69 $1.03

1996
----
First Quarter $3.06 $1.63
Second Quarter $2.63 $1.38
</TABLE>

The prices for 1994 do not reflect a 1:20 reverse stock split effective
January 26, 1995.

The high and low sale prices for January 26, 1995, the day prior to the
public announcement of the agreement with Stellar to acquire a 98.35% interest
in TSSN, were $2.875 and $1.25, respectively.

(B) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of August 14, 1996, the number of shareholders of record of the
Company's common stock was approximately 2,400.

The Company has never paid cash dividends on its common stock. Payment of
dividends is within the discretion of the Company's Board of Directors and will
depend on, among other factors, earnings, capital requirements and the
operating and financial condition of the Company. At the present time, the
Company anticipates retaining future earnings, if any, in order to finance the
development of its business activities. The holders of the Company's common
stock as of the record date of March 27, 1995, were issued a stock dividend
during August 1995 consisting of the Company's Series D Preferred which have
limited voting rights. The Company has the right, but not the obligation, to
redeem the Series D Preferred in exchange for all of THI's issued and
outstanding capital stock.

THI is entitled to receive on an annual basis that number of shares of the
Company's voting common stock ("Special Shares") equal to 20% of the average
total assets of THI over a twelve month period (March 14 through the following
March 13 each year) divided by Two Dollars ($2.00). THI's right to receive the
Special Shares provided is earned pro ratably over the applicable twelve month
period. Such entitlement would cease upon the redemption of the Series D
Preferred. Stellar has the right to purchase from THI any

44
<PAGE> 47

Special Shares of the Company's common stock received until June 30, 1997 for
an amount equal to the greater of Two Dollars ($2.00) per share or 50% of the
bid price of the Company's then publicly traded stock as of the end of the
month preceding Stellar's exercise of its right to purchase. The Company is
prohibited from pledging, hypothecating or otherwise encumbering its shares of
THI's capital stock.

The Series D Preferred contains a special dividend provision that in the
event such preferred stock is not redeemed by June 30, 1997, the Company shall,
as of July 1, 1997, declare a stock dividend of its voting common stock payable
to the holders of the Series D Preferred equal to the number of shares of
common stock held by THI as of June 30, 1997. Additional stock dividends shall
be payable to the holders of Series D Preferred each July 1st following July 1,
1997 until the Company has redeemed its Series D Preferred. The amount of such
additional stock dividend shall equal the number of shares of the Company's
common stock transferred to THI during the immediately preceding twelve month
period.

FINANCIAL AND OTHER INFORMATION

MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS

The following financial information with respect to the Company required
by Item 14(b) is incorporated by reference pursuant to Item 14(c) from the
Company's Form 10-KSB for the fiscal year ended December 31, 1995 and the
Company's Form 10-QSB for the quarterly period ended June 30, 1996, copies of
which are enclosed with this Information Statement:

ITEM 14(B) Pursuant to Note F to Schedule 14A, the following financial
statements and proforma financial information is provided pursuant to Item 310
of Regulation S-B in lieu of the financial statements required in Schedule 14A.

(1) Financial statements of the Company set forth in Part II, Item 7
of the Company's Form 10-KSB for the fiscal year ended December 31, 1995
and Item 1 of the Company's Form 10-QSB for the quarterly period ended
June 30, 1996 are incorporated herein by reference.

(2) Consolidated financial statements of Channel America for the
fiscal year ended December 31, 1995, attached as Schedule B to this Proxy
Statement.

45
<PAGE> 48

(3) Financial Statements of The Sports & Shopping Network, Inc. for
the years ended December 31, 1994 and 1993 and for the period from
inception (December 16, 1992) through December 31, 1992, are attached as
Schedule C to this Proxy Statement.

(4) Proforma Financial Information for the years ended December 31,
1994 and 1995 set forth in Note 20 of the Company's Audited Financial
Statements included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995 is incorporated herein by reference.

ITEM 14(B)(3)(I)(A): Description of Business set forth in Part I, Item 1 of
the Company's Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference, with the following modifications.

The Company and Channel America have determined to relocate their
operations to California, and to that end, the Company and Channel America have
taken the following steps:

1. The Company has leased a television production studio from
Glendale Studios, Inc. located in Glendale, California and is in the process of
relocating the Company's and Channel America's operations previously located in
Orlando, Florida and Connecticut, respectively, to Glendale, California.

2. The Company and Channel America intend to continue their
efforts to build a broadcast network, offering home shopping programming and
entertainment programming.

3. With regard to the Company's home shopping programming, the
Company has entered into an agreement with W & K Pharmacies, Inc. a California
corporation d/b/a Panda America ("Panda America") to broadcast home shopping
programming produced by Panda America over the Channel America network. Panda
America will pay the Company 30% of the net profits generated by sales to
persons introduced to Panda America by Channel America's affiliates.

4. With regard to the Company's entertainment programming, the
Company has severed its relationship with IDB Communications Group, Inc. ("IDB
Communications"), the entity that was performing the Company's "master control"
and "uplink transmission" services. (Services necessary to format Channel
America's programming and to transmit that programming to a satellite).
Beginning in July 1996, the "master control" services were being performed by
Glendale Studios and the "uplink transmission services" were being performed by
Vyvex, Inc.

5. Channel America was able to obtain satellite transmission at
rates more favorable than those charged by AT&T, thus, the Company terminated
its agreement with AT&T and, subsequently, subleased space on a satellite
through Panda America.

6. In connection with its move to California, Channel America
has: (a) terminated all of its employees, with the exception of David Post and
Allen Christopher; and (b) temporarily suspended broadcasting its entertainment
programming. Until the Company is in receipt of sufficient financing to
recommence its entertainment programming, Channel America will broadcast the
Panda American shopping programming on a 24 hour per day basis.

7. As a result of Channel America's decision to temporarily
suspend its entertainment programming, all but 10 of Channel America's
affiliates have discontinued broadcasting Channel America's programming.
Channel America's management believes that all of the affiliates will return
once the entertainment programming is broadcast, however, there can be no
assurance that the all or substantially all of the affiliates will return to
the Channel American network.

8. Channel America will reinstate its entertainment broadcasting
once it receives sufficient capital to do so. Management believes that it will
receive approximately $2,500,000 from the issuance of its preferred
stock or debentures within the next 30 days, at which time Channel America will
have the ability to recommence the broadcasting of its entertainment
programming in the manner in which the Company believes will permit Channel
America to broadcast such programming on a profitable basis. Accordingly,
management believes that no adjustments are required to the Company's financial
statements. There can be no assurance that the Company will raise the capital
that it believes is necessary to profitably operate the entertainment broadcast
network.

ITEM 14(B)(3)(I)(B): Description of Property set forth in Part I, Item 2 of
the Company's Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.

ITEM 14(B)(3)(I)(C): Legal Proceedings set forth in Part I, Item 3 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.

ITEM 14(B)(3)(I)(H): Changes in and disagreements with accountants on
accounting and financial disclosure set forth in Part II, Item 8 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.

By Order of the Board of Directors

Dated
---------------------------- ----------------------------------
Secretary

46
<PAGE> 49

APPENDIX A
SCHEDULE A
TO THE
PROXY STATEMENT
FOR
EVRO CORPORATION

PRO FORMA CAPITALIZATION
<PAGE> 50

PRO FORMA CAPITALIZATION

The following table sets forth the number of shares of the Company's
common stock that would have been issued, as of August 14, 1996, assuming that,
effective as of that date, the shareholders of the Company had approved an
increase in the number of shares of the Company's authorized shares of common
stock, and, assuming further that: (i) the holders of the Company's preferred
stock exercised their rights to convert the Company's outstanding shares of
preferred stock into shares of the Company's common stock; and (ii) the Company
issued the balance of the shares that it had contractually agreed to issue to
Stellar for the shares of TSSN.

<TABLE>
<CAPTION>
Class of Stock or, alternatively, the
Obligation Giving Rise to the Potential Common Stock
Issuance of Common Stock Equivalents
- ------------------------ -----------
<S> <C>
Common Stock Issued as of
August 14, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,497,957(1)

Series C Convertible Preferred Stock
211,900 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,390,400(2)

Series E Convertible Preferred Stock
30,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000(3)

Series F Convertible Preferred Stock
1,352.5912 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,525,912(4)

Series H Convertible Preferred Stock
48,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,764,706(5)

Series I Convertible Preferred Stock
6,750 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,350,000(6)

Series J Convertible Preferred Stock
100 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000(7)

Series K Convertible Preferred Stock
17 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,236,364(8)

Series L Convertible Preferred Stock
19.07248 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 953,624(9)

Series M Convertible Preferred Stock
40,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000(10)
</TABLE>

A-1
<PAGE> 51

<TABLE>
<S> <C>
Balance of Shares that the Company is
Contractually Obligated to Issue to
Stellar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,609,038(11)

Shares to be issued to Channel America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000(12)

Shares to be issued to the holders
of the Company's 8.5% Convertible
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,256,000(13)

Shares to be issued to holder of warrants
upon exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000(14)
--------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,384,000
==============

Adjusted Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,080,500(15)
==============
</TABLE>

(1) As of August 14, 1996, there were 2,497,957 shares of common stock
issued of which 27,500 shares were issued as collateral.

(2) As of August 14, 1996, there were 211,900 shares of Series C
Preferred Stock issued (26,000 shares of which were issued as collateral) at a
price of $10.00 per share. The holders of the Series C Preferred Stock can
convert the shares into the Company's common stock at 50% of the market price
of the Company's common stock. The market price of the Company's common stock
used for purposes of determining the number of shares to be issued upon
conversion was $1.25 (this price represents the closing price of the Company's
common stock on August 9, 1996).

(3) As of August 14, 1996, there were 30,000 shares of Series E
Preferred Stock issued, convertible into 3,000,000 shares of the Company's
common stock.

(4) As of August 14, 1996, there were 1,352.5911 shares of Series F
Preferred Stock issued, convertible into 13,525,911 shares of the Company's
common stock.

(5) As of August 14, 1996, there were 48,000 shares of Series H
Preferred Stock issued with a face value of $6,000,000. The Series H Preferred
Stock is convertible into 3,764,706 shares pursuant to the Channel America
Agreement and Plan of Merger, as amended.

(6) As of August 14, 1996, there were 6,750 shares of Series I Preferred
Stock issued, convertible into 1,350,000 shares of the Company's common stock.

(7) As of August 26, 1996, there were 100 shares of Series J Preferred
Stock issued, convertible into 5,000,000 shares of the Company's common stock.
The Company issued 40 shares of its Series J Preferred as collateral for its
obligation to repay the Company's promissory note guaranteed by E. Carl
Anderson, Jr. (See "Management's Discussion and Analysis or Plan of Operation -
Liquidity and Capital Resources").

(8) As of August 14, 1996, there were 17 shares of Series K Preferred
Stock issued, at a price of $50,000 per share. The holders of the Series K
Preferred Stock can convert the shares into EVRO's common stock at 55% of the
market price of EVRO's common stock. The market price of the Company's common
stock used for purposes of determining the

A-2
<PAGE> 52

number of shares to be issued upon conversion was $1.25 (this price represents
the closing price of the Company's common stock on August 9, 1996).

(9) As of August 14, 1996, there were 19.07248 shares of Series L
Preferred Stock issued, convertible into 953,624 shares of the Company's
common stock. The Company issued 8.44844 shares of its Series L Preferred
Stock to ACL in satisfaction advances of $287,000. See "ELECTION OF BOARD OF
DIRECTORS--Certain Relationships and Related Transactions with Management and
Others." In addition, the Company issued 10.62404 shares of Series L Preferred
Stock to THI pursuant to certain contractual provisions of the TSSN acquisition
agreement. See "INCREASE IN AUTHORIZED SHARES OF COMMON AND PREFERRED
STOCK--Acquisition of The Sports & Shopping Network, Inc."

(10) As of August 14, 1996, there were 40,000 shares of Series M
Preferred Stock issued, convertible into 400,000 shares of the Company's common
stock. Twenty five thousand shares of the Series M Preferred Stock were issued
to Scolaro Shulman as security for the Company's obligation to Scolaro Shulman
for legal services rendered. See "ELECTION OF BOARD OF DIRECTORS--Certain
Relationships and Related Transactions with Management and Others."

(11) The Company initially agreed to issue to Stellar 16,759,038 shares
of the Company's common stock which was subsequently decreased to 16,409,038.
The Company issued 1,280 shares of its Series F Preferred Stock to Stellar in
partial satisfaction of such obligation to issue shares and, by issuing the
Series F, the Company was relieved of its obligation to issue 12,800,000 shares
of common stock to Stellar. See "INCREASE IN AUTHORIZED SHARES OF COMMON AND
PREFERRED STOCK--Acquisition of The Sports & Shopping Network, Inc." The
balance of the 16,409,038 shares that the Company agreed to issue to Stellar,
3,609,038, remain to be issued by the Company to Stellar.

(12) The Company agreed to issue to Channel America 100,000 shares of
the Company's common stock in exchange for Channel America's agreement to
extend a promissory note.

(13) As of August 14, 1996, the Company had issued its 8.5% and 9.5%
Convertible Debentures Due January 31, 1998 - November 27, 2000 with original
face value of $4,540,000. Pursuant to the terms of the Debentures, as
amended, the Company incurred penalties of 10% to 30% of the face value of the
Debentures as the Company did not obtain shareholder authorization to increase
its authorized shares of common stock necessary to satisfy the Company's
conversion obligation under the Debentures by certain dates. The holders of
the Debentures can convert the Debenture into the Company's common stock at
50%-70% of the market price of EVRO's common stock. As of June 30, 1996, the
common stock equivalent value of the Debentures aggregated $9,070,000 after
consideration of the penalties incurred and market price discount. The market
price of the Company's common stock used for purposes of determining the number
of shares to be issued upon conversion was $1.25 (this price represents the
closing price of the Company's common stock on August 9, 1996).

(14) As of August 14, 1996, warrants were outstanding to purchase
200,000 common shares at $1.00 per share. If the market price (bid price per
share) is less than $2.00 per share at the time of the exercise of the warrants
by the buyer, the purchase price per share shall be reduced to one half of the
market price of the common shares on the exercise date. The closing price of
the Company's common stock on August 9, 1996 was $1.25.

(15) The outstanding shares of the Company's common stock which are
deemed to be outstanding after the increase of the Company's authorized common
stock has been adjusted as it has been presumed that the Company will satisfy
its obligations to the holders of the 27,500 shares of the Company's common
stock, 26,000 shares of Series C Preferred Stock, 40 shares of Series J
Preferred Stock, and 25,000 shares of Series M Preferred Stock and that such
shares held as collateral are retired.

A-3
<PAGE> 53

SCHEDULE B
TO THE
PROXY STATEMENT
FOR
EVRO CORPORATION

Channel America Television Network, Inc.

Consolidated Financial Statements

For the Year Ended December 31, 1995

<PAGE> 54

[LETTERHEAD OF ALESSANDRI & ALESSANDRI, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
Channel America Television Network, Inc.

We have audited the accompanying consolidated balance sheet of Channel
America Television Network, Inc., and subsidiary as of December 31, 1995, and
the related consolidated statements of operations, stockholder's equity
(deficit), and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based upon our audit. We did not audit the consolidated financial
statements of the Company for the year ended December 31, 1995, which
statements reflect total assets of $161,499, liabilities of $7,156,588,
revenues of $1,483,034, and net loss of $2,079,322 for the year then ended, and
which do not reflect a push down of the new basis of accounting as a result of
the purchase discussed in Note 4. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included prior to the reflection of such new basis of
accounting, is based solely on the report of the other auditors.

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 and the report of other
auditors provide a reasonable basis for our opinion.

In our opinion, based upon our audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Channel America Television
Network, Inc., and subsidiary as of December 31, 1995, and the results of
their operations and their cash flows for the year then ended 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 the
notes to the financial statements, which also addresses management's plans, the
Company's recurring losses from operations raise substantial doubt about its
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Alessandri & Alessandri

Tampa, Florida
May 2, 1996

B-1

<PAGE> 55

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors of
Channel America Television Network, Inc.

We have audited the accompanying consolidated balance sheet of Channel
America Television Network, Inc. and subsidiary as of December 31, 1995, and
the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the two years in the period then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Channel America Television Network, Inc. and subsidiary as of December 31,
1995, and the consolidated results of their operations and their cash flows for
each of the two years in the period then ended 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 3 to the consolidated financial statements, the Company's working capital
deficit, accumulated deficit and history of operating losses raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

The financial statements referred to above are not presented in this
document. Such financial statements do not reflect a push down of the new basis
of accounting as a result of the purchase discussed in Note 13.

/s/ MORTENSON AND ASSOCIATES, P.C.

MORTENSON AND ASSOCIATES, P.C.
Certified Public Accountants

Cranford, New Jersey
March 8, 1996

B-2

<PAGE> 56

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS:
CURRENT ASSETS:
Cash $ 6,393
Accounts Receivable (Less Allowance for Doubtful Accounts
of $58,037) 7,276
Other Current Assets 2,979
-----------

TOTAL CURRENT ASSETS 16,648
-----------

PROPERTY AND EQUIPMENT:
Furniture and Equipment 10,581
Broadcast Equipment 0
Film Library 1,881,700
-----------

Total - At Cost 1,892,281
Less: Accumulated Depreciation and Amortization (85,191)
-----------

PROPERTY AND EQUIPMENT - NET 1,807,090
-----------

OTHER ASSETS:
Deposits 125,000
Goodwill (less accumulated amortization of $141,393) 8,170,485
Assets of Discontinued Operations 159,900
-----------

TOTAL ASSETS $10,279,123
===========
</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.

B-3
<PAGE> 57

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995

<TABLE>
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
Notes Payable - Related Parties $ 221,982
Notes Payable - Others 608,327
Accounts Payable 2,664,096
Due to Parent Company 690,811
Accrued Expenses 58,077
Accrued Interest Payable 134,747
Other Current Liabilities 275,234
------------

TOTAL CURRENT LIABILITIES 4,653,274
------------

OTHER LIABILITIES:
Liabilities of Discontinued Operations 159,900
------------

COMMITMENTS AND CONTINGENCIES --
------------

STOCKHOLDERS' EQUITY (DEFICIT):
Series A Preferred Stock - $.01 Par Value, Cumulative,
Authorized 200,000 Shares; Issued and Outstanding
21,278 Shares; $212,780 Liquidation Value 213

Additional Paid-In Capital - Preferred Stock 212,567

Common Stock $.01 Par Value; Authorized 100,000,000
Shares; Issued and Outstanding 50,481,658 Shares 504,817

Additional Paid-In Capital - Common Stock 27,658,428

Subscriptions Receivable (700,000)

Accumulated (Deficit) (22,210,076)
------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 5,465,949
------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 10,279,123
============
</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.

B-4
<PAGE> 58

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
REVENUE $ 1,483,034
-----------
OPERATING EXPENSES:
Direct Operating and Programming 2,706,027
Selling, General and Administrative 1,331,704
Debt Restructuring Costs
Bad Debt Expense 3,750
-----------
TOTAL OPERATING EXPENSES 4,041,481
-----------
OPERATING LOSS (2,558,447)
-----------
OTHER INCOME (EXPENSE):
Interest Income 7,204
Interest Expense (385,393)
Other Income 410,000
Gain on Disposal of Owned LPTV Stations 299,666
-----------
TOTAL OTHER INCOME (EXPENSE) - NET 331,477
-----------
NET LOSS $(2,226,970)
===========
NET LOSS PER COMMON SHARE $ (0.14)
===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 15,405,061
===========
</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.

B-5
<PAGE> 59

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
--------------- ------------
ADDITIONAL
PAID-IN
SHARES $ CAPITAL SHARES $
-------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1994 135,962 $ 1,360 $1,358,260 3,411,959 $ 34,120

Issuance of Stock to Evro Corporation 27,500,000 275,000

Issuance of Stock for Conversion of Debt 18,019,768 180,198

Issuance of Stock for Conversion of
Preferred Stock and Dividends (114,684) (1,147) (1,145,693) 1,549,931 15,499

Adjustment to Record New Basis of
Accounting Resulting from Acquisition by
EVRO Corporation

Preferred Stock Dividends

Net (Loss)
-------- --------- ----------- ---------- ----------
BALANCE - DECEMBER 31, 1995 21,278 $ 213 $ 212,567 50,481,658 $ 504,817
======== ========= =========== ========== ==========

<CAPTION>
COMMON STOCK
------------ TOTAL
ADDITIONAL STOCKHOLDERS'
PAID-IN SUBSCRIPTIONS ACCUMULATED EQUITY
CAPITAL RECEIVABLE (DEFICIT) (DEFICIT)
------------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1994 $ 10,317,610 $ $(19,918,692) $(8,207,342)

Issuance of Stock to Evro Corporation 725,000 (700,000) 300,000

Issuance of Stock for Conversion of Debt 5,385,704 5,565,902

Issuance of Stock for Conversion of
Preferred Stock and Dividends 1,182,948 51,607

Adjustment to Record New Basis of
Accounting Resulting from Acquisition by
EVRO Corporation 10,047,166 10,047,166

Preferred Stock Dividends (64,414) (64,414)

Net (Loss) (2,226,970) (2,226,970)
------------- ----------- ------------ -----------
BALANCE - DECEMBER 31, 1995 $ 27,658,428 $ (700,000) $(22,210,076) $ 5,465,949

</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
B-6

<PAGE> 60

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
OPERATING ACTIVITIES:
Net (Loss) $ (2,226,970)
--------------
Adjustments to Reconcile Net (Loss) from Operations to
Net Cash (Used) for Operating Activities:
Depreciation and Amortization 246,094
Use of Program Rights 110,948
Issuance of Stock for Services Rendered
Bad Debt Expense 3,750
Loss on Disposal of Property and Equipment 2,125
Gain on Disposal of LPTV Stations (299,666)

Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (6,451)
Program Rights
Other Current Assets (2,979)
Deposits 7,500

Increase (Decrease) in:
Accounts Payable After Restructuring 451,425
Accrued Expenses After Restructuring (35,214)
Accrued Interest Payable After Restructuring 378,177
Other Current Liabilities 201,846
--------------
Total Adjustments 1,057,555
--------------
NET CASH - OPERATING ACTIVITIES (1,169,415)
--------------
INVESTING ACTIVITIES:
Purchase of Property and Equipment (1,750)
Proceeds from Disposal of LPTV Stations 351,533
Security Deposit (125,000)
Advances from Parent Company 690,811
--------------
NET CASH - INVESTING ACTIVITIES 915,594
--------------
FINANCING ACTIVITIES:
Proceeds from Exercise of Warrants
Proceeds from Senior Convertible Debentures 74,000
Proceeds from Other Loans 36,808
Payments of Indebtedness (186,232)
Proceeds from Issuance of Common Stock 300,000
--------------
NET CASH - FINANCING ACTIVITIES: 224,576
--------------
NET (DECREASE) IN CASH (29,245)

CASH - BEGINNING OF YEARS 35,638
--------------
CASH - END OF YEARS $ 6,393
==============
</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.

B-7
<PAGE> 61

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the years for:
Interest $ 5,178
Income taxes $ 0

SUPPLEMENTAL INFORMATION OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
See Accompanying notes and consolidated financial statements for further
details on noncash investing and financing activities.
</TABLE>

The Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.

B-8
<PAGE> 62
CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Channel America Television Network, Inc. and its wholly-owned subsidiary
(the "Company"or "Channel America") is a subsidiary of EVRO Corporation
("EVRO") (see Notes 3 and 4).

(B) CONSOLIDATION AND BASIS OF ACCOUNTING - The consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiary.
All material intercompany accounts and transactions have been eliminated. The
Company is pursuing the sale of owned LPTV (see Note 2) stations and, in
accordance with Opinion No. 30 of the Accounting Principles Board, amounts
relative to the sales of such stations are shown separately in the accompanying
consolidated financial statements as discontinued operations. This disposition
is described in Note 5 and 6 and data presented in all other notes are
exclusive of owned LPTV station operations.

(C) REVENUE RECOGNITION - The Company derives operating revenues from paid
programming, affiliate fees and per-inquiry fees. The Company also generates
non-cash revenues from barter transactions. Paid programming represents
revenue earned for broadcasting customer generated programming and (to a lesser
extent) paid spot advertising (e.g. 30-second commercials). Affiliate fees are
monthly charges to affiliated stations for the right to belong to the broadcast
network. The Company may from time to time waive all or a portion of such fees
to attract and maintain affiliates. Per inquiry fees represent fees generated,
on a direct response basis, when a customer uses air time to sell directly to
viewers who then place orders with the customer. Barter (nonmonetary)
transactions generally are used by the Company to acquire programming. In a
typical barter transaction, the Company is given programming rights in exchange
for air time. The estimated fair value of programming rights is recognized as
revenue and programming expense when the air time is used. As is the general
accounting practice in this industry, no gain or loss is recognized on barter
transactions. Therefore, barter transactions increase both revenue and
expenses, but do not affect cash flow. Although the Company does not receive
any cash in barter transactions, such transactions alleviate cash expenditures
by the Company to acquire programming.

The following summarizes revenue:
<TABLE>
<CAPTION>
Years ended
December 31,
------------
Revenue Source: 1995 1994
------- -------
<S> <C> <C>
Barter Programming $ 802,200 $ 1,055,850
Paid Programming and Paid Spots 606,927 411,839
Per Inquiry Revenue 45,286 80,004
Affiliate Fees 28,621 92,118
------------- ------------

TOTAL REVENUE $ 1,483,034 $ 1,639,811
============= ============
</TABLE>

(D) FILM LIBRARY AND EQUIPMENT - Film library and equipment are stated at cost,
as adjusted (see Notes 1(B) and 4). Depreciation and amortization is computed
using the straight-line method over the estimated useful lives ranging from 5
to 11 years. Depreciation and amortization expense amounted to $104,701 and
$18,825 for the years ended December 31, 1995 and 1994, respectively.

(E) PROGRAM RIGHTS - Program rights relate to rights purchased for broadcast
materials. The costs are amortized over the estimated number of future
showings unless the program is licensed for an unlimited

B-9

<PAGE> 63

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

number of showings in which case it is amortized over the contract period.
Amortization expense for the years ended December 31, 1995 and 1994 was
$110,948 and $76,821, respectively. These rights are classified as current or
long-term based upon their anticipated usage. At December 31, 1995, there were
no unamortized program rights.

(F) GOODWILL - Goodwill, which resulted from the application of "pushdown"
accounting (see Notes 1(B) and 4), is stated at cost, less accumulated
amortization. Amortization is calculated using the straight-line method over
the estimated useful life of 15 years. The Company periodically reviews the
recoverability of the goodwill based on the projected undiscounted cash flow of
the Company's operations. The Company considers future anticipated operating
results, trends and other circumstances in making such evaluations.

(G) CASH AND CASH EQUIVALENTS - Cash equivalents are comprised of certain
highly liquid investments with a maturity of three months or less when
purchased. The Company had no cash equivalents at December 31, 1995.

(H) ACCOUNTS RECEIVABLE - A provision for doubtful accounts is charged to
operations based on management's evaluation of potential losses in trade
receivables. This evaluation includes an analysis of current and past due
accounts, past experience, and any other relevant information available.

(I) RISK CONCENTRATIONS - Financial instruments that potentially subject the
Company to concentrations of credit risk include cash and cash equivalents and
accounts receivable arising from its normal business activities. The Company
places its cash and cash equivalents with high credit quality financial
institutions located in the Eastern United States. The Company periodically has
money in financial institutions that is subject to normal credit risk beyond
insured amounts. The Company believes that no significant concentration of
credit risk exists with respect to its cash investment at December 31, 1995.

The Company routinely assesses the financial strength of its customers, who are
located throughout the United States, and based upon factors surrounding the
credit risk of its customers, establishes an allowance for doubtful accounts.
As a consequence, the Company believes that its accounts receivable credit risk
exposure beyond such allowance is limited. The Company does not require
collateral as a condition of sale.

(J) LOSS PER SHARE - Loss per share has been computed based upon the weighted
average number of common shares outstanding after giving retroactive treatment
to the one-for-fifty reverse stock split (see Note 11A). No dual presentation
of earnings (loss) per share is presented because inclusion of any of the
Company's common stock equivalents would decrease the loss per share and thus
would be antidilutive.

(K) ADVERTISING - The Company expenses advertising costs as incurred. Total
advertising costs charged to expense for the periods ended December 31, 1995
and 1994 amounted to approximately $21,000 and $83,000, respectively.

(2) ORGANIZATION AND BUSINESS

DESCRIPTION AND NATURE OF THE COMPANY'S OPERATIONS - Channel America Television
Network, Inc. operates a broadcast television network. The network provides
syndicated and first-run programming and movies. The Company operates on a
twenty-four hour day, seven day a week schedule.

Until May 1994, the Company was called Channel America LPTV Holdings, Inc. and
originally served predominantly low power television ("LPTV") stations and the
home satellite dish market. The Company has sought as affiliates principally
full power television stations and direct cable affiliates. The Company's
network encompasses a number of affiliates throughout the United States
consisting of full power

B-10
<PAGE> 64

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

independent broadcast stations, LPTV stations and local origination cable
systems.

(3) REALIZATION OF ASSETS

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company has
sustained substantial losses and has a working capital deficiency of $4,636,626
at December 31, 1995. In addition, the Company expects to incur substantial
expenditures in the operation of its business, including expenditures relating
to the acquisition and production of programming and marketing. The Company
may need substantial financing from outside parties for working capital since
the necessary funds are not being generated from operations. The amount of
funds needed by the Company is dependent upon the Company's success at
generating revenues and the rate of growth of its operations.

During 1995, EVRO executed agreements with the Company, for the acquisition of
100% of the issued and outstanding shares of the common stock of the Company
(see Note 4). EVRO has made working capital advances to the Company of
$690,811 as of December 31, 1995 together with $658,569 of additional working
capital advances between January 1, 1996 and April 26, 1996. The Company was
able to meet its 1995 working capital needs, as well as its working capital
needs subsequent to December 31, 1995, through such advances. If advances to
the Company by EVRO are not continued, there can be no assurance that the
Company will be successful in generating the needed level of revenue or cash
flows to sustain operations.

In view of the matters described in the preceding paragraph, recoverability of
the recorded asset amounts shown in the accompanying balance sheet is dependent
upon continued operations of the Company, which, in turn, is dependent upon the
Company's future operations. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and settlement and classification of
liabilities that might be necessary should the Company be unable to continue in
existence.

(4) ACQUISITION BY EVRO CORPORATION

During 1995, EVRO executed agreements with the Company, for the acquisition of
100% of the issued and outstanding shares of the common stock of the Company
for a purchase price of $7,000,000, comprised of cash of $1,000,000 and
$6,000,000 of EVRO's Series H Convertible Preferred Stock ("Series H
Preferred"). The cash portion of the purchase price was paid in installments
of which $300,000 was paid as of December 31, 1995; $300,000 was paid on March
25, 1996; and $400,000 was paid by a promissory note bearing interest of 8% per
annum, which is due and payable April 7, 1996. EVRO has agreed to pay to the
Company an additional 50,000 shares of common stock or its equivalent in
preferred stock to extend the note to May 15, 1996. In addition, EVRO may
further extend the note to June 15, 1996 by payment of an additional 50,000
shares of common stock or its equivalent in preferred stock, together with
$50,000 in cash. EVRO is not in default of the note, as extended.

EVRO has made working capital advances to the Company of $690,811 as of
December 31, 1995 together with $658,569 of additional working capital advances
between January 1, 1996 and April 26, 1996. The Company is obligated to repay
the advances on demand.

On October 10, 1995, the Company issued 27,500,000 shares of its common stock
to EVRO for the $1,000,000 of the purchase price. The 27,500,000 shares of the
Company's common stock will represent at least 51% of the issued and
outstanding shares of the Company when it completes the conversion of the
outstanding notes payable and preferred stock into common stock as described
below.

EVRO issued into escrow $6,000,000 (48,000 shares) of its Series H Preferred
for the remaining 49%

B-11
<PAGE> 65

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the common shares of the Company. Under the terms of the agreements, as
amended, between the companies, the Series H Preferred is convertible into a
maximum of 3,000,000 shares of EVRO's common stock, unless the market price of
such common shares was less than $2.00 per share as of December 31, 1995. If
the market price of EVRO's common stock was less than $2.00 per share at
December 31, 1995, then the number of common shares would be increased to
attain the ascribed value of $6,000,000. At December 31, 1995, the average of
the closing bid and ask prices for EVRO's common stock was $1.5938.
Accordingly, EVRO shall issue, upon conversion of the Series H Preferred,
3,764,588 shares of EVRO's common stock to the minority shareholders of the
Company. The Series H Preferred will be held in escrow, pending (a) the
conversion of an aggregate of 90% of the Company's notes payable and preferred
stock (which totaled $7,769,000 as of June 30, 1995) into shares of the
Company's common stock; (b) EVRO increasing the number of its authorized shares
of common stock; and (c) EVRO registering the shares of common stock underlying
the Series H Preferred with the Securities and Exchange Commission. The
acquisition of the remaining 49% minority interest of the Company in exchange
of EVRO's common stock is not contingent upon the full payment of the $400,000
promissory note discussed above.

The consolidated historical financial statements have been adjusted to reflect
"pushdown" accounting. The assets and liabilities of the Company have been
adjusted to reflect EVRO's new basis of accounting as of the date of
acquisition. EVRO used the purchase method of accounting to record the
acquisition of the Company, and accordingly, the assets and liabilities of the
Company were revalued to reflect their fair market values of the date of
acquisition (see Note 4). The Company owns a program library consisting of
approximately 750 public domain motion pictures and 400 television programs.
Management revalued the program library at estimated replacement cost using, in
part, evaluations by representatives of a distributor of films in the public
domain and a film editing firm. Management believes that the value so
determined is reasonable.

The conversion of an aggregate of 90% of the Company's note and preferred stock
holders into shares of the Company's common stock was a significant
consideration in EVRO's decision to acquire the Company. Before the closing of
the agreements on October 10, 1995, the Company provided to EVRO written
acceptances from note and preferred stock holders whereby the holders accepted
the Conversion Plan to convert their notes and preferred stock into the
Company's common stock. The written acceptances represented in excess of 80%
of the total notes payable and preferred stock outstanding as of June 30, 1995.
As of December 31, 1995, note and preferred stock holders aggregating
$3,773,000, or 49% of the notes payable and preferred stock outstanding as of
June 30, 1995, had been converted into shares of the Company's common stock.
In addition, note and preferred stock holders aggregating $2,618,000, or 34% of
the notes payable and preferred stock outstanding as of June 30, 1995, had
committed, but had not yet converted into additional shares of the Company's
common stock. EVRO recorded the conversion of both groups of debt and equity
holders as if their conversion had occurred on October 1, 1995.

The goodwill amount of $8,311,878, which includes transaction costs of $350,000
relating to the acquisition, represents the purchase price plus net
liabilities assumed over and above the aggregate fair value of the assets
acquired. The goodwill will be amortized on a straight line basis over 15
years. The affiliate stations of the Channel America Television Network, as of
October 1, 1995, was comprised of 62 affiliates with a potential reach of
approximately 17.1 million US households, including 4.5 million direct cable
homes and 4.6 million satellite homes. The critical mass of the affiliates
distribution has generally grown over time. The intangible assets acquired,
representing principally the affiliate franchises, are scarce assets. The
implementation of the Company's business plan to enhance programming, including
shopping programming to be provided by The Sports and Shopping Network, Inc.
("TSSN"), a wholly owned subsidiary of EVRO, and to attract national
advertisers by providing Nielsen ratings for its entertainment programming,
coupled with the development of new business via the cross promotion of
franchises and products of TSSN and the Company will result in further
appreciation of the intangible asset values over time. Management believes
that EVRO will benefit from these intangible assets for an

B-12
<PAGE> 66

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

indeterminable period of time. Although accounting principles allow for up to
a 40 year amortization period, management selected a more conservative 15 year
life as the appropriate amortization period given the relatively short historic
operating life of the Company.

As closing occurred in the middle of the month on October 10, 1995, the
transaction has been recorded as of October 1, 1995, a date which lies within
the date on which the transaction was initiated and the date of closing. The
cost of acquisition and net income for the period from October 1, 1995 to
October 10, 1995 has been reduced by imputed interest of $1,600 using a 10%
annual rate of interest.

(5) DISCONTINUED OPERATIONS

The Company initially decided to own and operate LPTV stations in connection
with the operation of its broadcast network and acquired or constructed 16
licensed operating LPTV stations, acquired options to buy additional stations,
obtained 17 construction permits from the United States Federal Communications
Commission (the "FCC") to build stations, and entered into eight program
affiliate/lease agreements to operate LPTV stations owned by others. In 1992,
based on the Company's financial condition and the costs involved to construct
LPTV stations, the Company discontinued its broadcast station operations. The
Company decided to sell all its LPTV licenses, stations and construction
permits and to terminate its program affiliate/lease agreements and to
concentrate on being a network comprised of affiliate stations. The Company's
former broadcast station operations, including its licenses, permits and
affiliate/lease agreements, are reflected in these consolidated financial
statements as discontinued operations.

(6) DISPOSITION OF OWNED LPTV STATIONS

The Company's owned LPTV stations ceased operating near the end of 1991. As a
result, the Company decided as of the beginning of 1992, to sell its owned LPTV
stations. The actual sale of all owned LPTV stations has taken longer than one
year from the date management adopted the formal plan for the disposal of this
business segment. The gains from disposal are therefore reflected as a
component of continuing operations as "Gain on Disposal of Owned LPTV
Stations."

The gain estimated on disposal of the LPTV business segment has been determined
in accordance with current forecasts and plans, as well as from actual sales of
stations. However, there can be no assurance that the ultimate gain or loss on
disposition of the remaining stations will not be more or less than the amounts
presently estimated. There is at least a reasonable possibility that a change
in this estimate will occur in the near term. The gain resulting from the
actual sale of LPTV stations in future years will be recognized in the year of
the sale. As of December 31, 1995, the Company had three LPTV stations
remaining to be sold. The Company is pursuing the sale of these stations and
contemplates their sale in 1996.

The assets and liabilities of the business being sold are shown as "Assets of
Discontinued Operations" ($159,900) and "Liabilities of Discontinued
Operations" ($159,900) on the accompanying consolidated balance sheet.

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS

To the extent practicable generally accepted accounting principles require the
disclosure of fair value of financial instruments which are recognized or
unrecognized in the balance sheet. The fair value of the financial instruments
is not necessarily representative of the amount that could be realized or
settled, nor does the fair value amount consider any tax consequences of
realization or settlement.

The Company has approximately $3,200,000 of notes payable, of which
approximately $1,100,000 is due

B-13
<PAGE> 67

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to related parties. As can be seen from the financial statements, the Company
does not have the ability to pay such debt. The settlement of this debt is
totally dependent on the consummation of the 100% acquisition of the Company by
EVRO (see Note 13), which may occur depending on the occurrence of several
events. Among those events is the conversion at least 90% of the Company's
debt (and preferred stock) into its own common stock, and the subsequent
conversion of the Company's common stock into the common stock of EVRO to
effect the acquisition. If these events were to occur, the fair value of the
Company's existing debt would be the fair value of the stock of EVRO received
in exchange. It is not practicable to estimate that value at December 31,
1995, particularly since there can be no assurance that such an exchange will
occur. Without such an exchange of stock, the Company's ability to continue as
a going concern will be severely impaired, and the settlement of any of its
liabilities, including its operating advance from EVRO ($690,811 at December
31, 1995), at recorded amounts will not occur without a significant infusion of
outside capital.

(8) USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

9) LONG-TERM DEBT

Long-term debt consists of the following after application of "pushdown"
accounting (See Notes 4 and 10):
<TABLE>
<CAPTION>
December 31,
1995
Notes Payable
-------------
Related
Parties Others
------- ------
<S> <C> <C>
Senior Convertible Debentures, Due March 30, 1995, 10% Per Annum $ 5,000 $
Subordinated Notes, Due December 31, 2000, 10% Per Annum 196,825 295,219
Fixed Rate Notes, Due August 31, 1996, 10% Per Annum 20,157 48,498
Five Year Notes, Due 1995 to 2000 -- 230,118
Two Year Notes, Due 1995 to 1996, 10% Per Annum -- 30,000
Fixed Rate Note Payable on Demand, 15% Per Annum -- 4,492
------------- -------------

TOTALS $ 221,982 $ 608,327
============= =============
</TABLE>

At December 31, 1995, the Company was in default with respect to its long-term
debt. The entire amount, therefore, has been classified as current.

The Company, during 1995 sold an aggregate of $74,000 of Senior Debentures due
March 31, 1995.

Senior Convertible Debentures due 1996 (the "Senior Debentures") bear an annual
interest rate of 5% payable quarterly commencing December 31, 1995. The Senior
Debentures by their terms, were convertible into common stock (after adjustment
for the reverse stock split referred to in Note 11A) on the basis of one share
for each $.7325 of indebtedness if converted prior to September 30, 1995 and
$.9191 if converted thereafter, subject to antidilution adjustment. Such
shares are entitled to certain "demand" and "piggy-back" registration rights.
Certain of this indebtedness was converted to equity pursuant to the June 1995
conversion plan adopted by the Company (see Note 11).

B-14
<PAGE> 68

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) CONVERSION OF INDEBTEDNESS TO EQUITY AND PREFERRED STOCK TO COMMON

In June 1995, the Company adopted a plan to convert a substantial portion of
its indebtedness to equity. In furtherance of that Plan, on June 7, 1995, the
Board of Directors formally ratified and approved the following:

Management authorized the issuance of up to 22,838,040 shares of common stock
in exchange for debt and preferred stock.

As more fully described in Note 4 - Acquisition by EVRO Corporation, the
conversion of an aggregate of 90% of the Company's note and preferred stock
holders into shares of the Company's common stock was a significant
consideration in EVRO's decision to acquire the Company. Before the closing of
the agreements on October 10, 1995, the Company provided to EVRO written
acceptances from note and preferred stock holders whereby the holders accepted
the Conversion Plan to convert their notes and preferred stock into the
Company's common stock. The written acceptances represented in excess of 80%
of the total notes payable and preferred stock outstanding as of June 30, 1995.
As of December 31, 1995, note and preferred stock holders aggregating
$3,773,000, or 49% of the notes payable and preferred stock outstanding as of
June 30, 1995, had been converted into shares of the Company's common stock.
In addition, note and preferred stock holders aggregating $2,618,000, or 34% of
the notes payable and preferred stock outstanding as of June 30, 1995, had
committed, but had not yet converted into additional shares of the Company's
common stock. EVRO recorded the conversion of both groups of debt and equity
holders as if their conversion had occurred on October 1, 1995.

A description of the conversion of indebtedness that occurred as of December
31, 1995, follows:

<TABLE>
<CAPTION>
Debt Converted
to Common Stock
--------------- Number of
Accrued Common
Interest Shares
Principal 9/30/95 Issued
--------- ------- ------
<S> <C> <C> <C>
Senior Convertible Debentures $ 687,500 $ 65,719 5,764,320

Senior Debentures 220,000 19,609 964,636

Fixed Rate Notes 376,932 37,290 1,051,136
Subordinated Notes 1,193,149 89,504 1,794,136

Other Notes 268,051 28,617 481,572
----------- --------- ----------

$2,745,632 $240,739 10,055,800
========== ======== ==========
</TABLE>

In addition, 81,970 shares of preferred stock, with a liquidation value of
$819,700 together with accrued dividends due of $36,887 as of September 30,
1995 were exchanged for 1,107,847 shares of common stock.

The following debt of the Company was outstanding as of December 31, 1995, for
which the holders had accepted the Conversion Plan to convert their notes into
the Company's common stock. The debt was considered to have been converted in
the recording of the acquisition of Channel America by EVRO.

B-15
<PAGE> 69

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Debt Committed But Not Yet Converted
------------------------------------
Principal Number of
---------- Accrued Common
Related Interest Shares
Parties Other 9/30/95 to be Issued
------- ----- -------- ------------
<S> <C> <C> <C> <C>
Senior Convertible Debentures $ 62,500 $ 500,000 $ 53,851 4,725,340

Senior Debentures 50,000 25,000 6,021 326,221

Fixed Rate Notes 80,754 39,247 11,416 333,501
Subordinated Notes 320,770 787,171 83,094 1,665,978

Other Notes 408,906 78,360 72,441 912,928
--------- ---------- ---------- ---------

Total notes payable $ 922,930 $1,429,778 $ 226,823 7,963,968
========= ========== ========= =========
</TABLE>

Further, as of December 31, 1995, 32,710 shares of preferred stock, with a
liquidation value of $327,100, were outstanding for which the holders had
accepted the Conversion Plan to convert their preferred stock into 442,084
shares of the Company's common stock. The preferred stock had accrued
dividends of $14,720 as of September 30, 1995.

As more fully described in Note 4 - Acquisition by EVRO Corporation, the
Company has recorded the conversion of both groups of debt aggregating
principal of $5,098,340 and accrued interest of $467,562 in exchange for
18,019,798 of the Company's common stock as if the conversion occurred on
October 1, 1995. In addition, the Company recorded the conversion of both
groups of preferred stock aggregating $114,684, with a liquidation value of
$1,146,840, together with accrued dividends of $51,607 as of September 30,
1995, into 1,549,931 shares of the Company's common stock as if the conversion
occurred on October 1, 1995. The Company is attempting to settle the balance
of the above listed debt into common stock and the successful conversion of at
least 90% of the Company's notes, interest payable and preferred stock and
dividends payable, is a provision of the acquisition of the Company by EVRO
Corporation.

(11) INCOME TAXES

The Company has net operating loss carryovers of approximately $21,933,000 as
of December 31, 1995, expiring in the years 2004 through 2010. However, based
upon present Internal Revenue regulations governing the utilization of net
operating loss carryovers where the corporation has issued substantial
additional stock, most of this loss carryover may not be available to the
Company.

Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes," requires the establishment of a deferred tax asset for all
deductible temporary differences and operating loss carryforwards. Assuming
all operating loss carryforwards will be available (which is unlikely) the
Company would have a deferred tax asset of approximately $8,773,000. This
amount represents an increase of approximately $849,000 over the prior year
amount. Because of the uncertainty that the Company will generate income in
the future sufficient to fully or partially utilize these carryforwards, a
valuation allowance of $8,773,000 has been established pursuant to SFAS No.
109. Accordingly, no deferred tax asset is reflected in these financial
statements.

(12) STOCKHOLDERS' EQUITY

(A) REVERSE STOCK SPLIT - In March 1994, with stockholder approval, a
one-for-fifty reverse stock split

B-16
<PAGE> 70

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

was authorized converting the then outstanding approximately 168,500,060 shares
of the Company's common stock to approximately 3,371,000 shares. The $.01 par
value of the common stock did not change, therefore, common stock was decreased
and paid-in capital was increased by $1,651,920 as a result of the reverse
split. All share data were adjusted for the reverse stock split. Options,
warrants, conversion rights and other rights of whatever nature to purchase
common shares prior to the split were adjusted to reflect the revised
proportional relationship caused by the split.

(B) AUTHORIZED STOCK - The Company is authorized to issue 100,000,000 shares of
common stock and 200,000 shares of preferred stock.

(C) PREFERRED STOCK - In 1993, a new class of preferred stock having a
liquidation value of $10 per share was authorized for issuance to certain
creditors. For the first twelve months after issuance, the Company had the
option to pay the 6% dividend in kind by issuing additional shares of preferred
stock. As of December 31, 1994, the Company issued 7,696 shares of preferred
stock in payment of the 6% dividend due on that date (see Note 11D). During
the year ended December 31, 1995, pursuant to the direction of the Board of
Directors, the Company accrued $77,477 in preferred stock dividends. Of this
amount $45,044 was converted to common stock (see Note 11). At December 31,
1995, cumulative preferred stock dividends amounted to $32,433 or $.60 per each
outstanding preferred share.

After the third anniversary of the issuance of the preferred stock (i.e. after
December 31, 1996), the dividend shall be increased to 17% and a sinking fund
for the redemption of the preferred stock on the 10th anniversary of issuance
will commence. Upon the failure of the Company to pay two consecutive
dividends, the holders of the preferred stock have the right to gain control of
the Board of Directors of the Company and convert their shares of preferred
stock into an aggregate of 50% of the Company's outstanding common stock. The
preferred stock is redeemable by the Company, at its option, at any time at a
redemption price of 105% of par, provided that the certain secured notes have
been fully paid.

(D) STOCK ISSUANCES - During 1994, 25,676 shares of common stock were issued
for services rendered. Such issuance has been reflected by a charge to
operations of $12,838 during 1994.

During 1994, the Company issued 7,696 shares of preferred stock in payment of
the 6% dividend (see Note 12C).

In March 1994, certain indebtedness aggregating $675,000 was converted into
1,224,000 shares of the common stock of the Company. In connection with this
conversion, an additional 160,000 bonus shares were issued by the Company.

(13) STOCK OPTIONS

1994 STOCK COMPENSATION PLAN - The Company's 1994 Stock Compensation Plan (the
"1994 Plan") permits the granting of incentive stock options, non-qualified
stock options, stock appreciation rights, performance share units, restricted
stock and for other awards of restricted stock in lieu of cash bonuses to
Company employees, advisors, consultants and outside directors. Under the 1994
Plan, the term of any stock option may not exceed ten years and the stock
option purchase price of an incentive stock option may not be less than the
fair market value of the common stock on the date of the stock option grant.
The maximum number of shares of common stock provided for grants under the 1994
Plan is 650,000 shares. The 1994 Plan is administered by the Compensation and
Stock Option Committee appointed by the Board of Directors, which has the
authority to select optionees, designate the number of shares to be covered by
each option and, subject to certain restrictions, specify other terms of the
options.

In January 1995, the Company issued 34,119 stock options at an exercise price
of $.02 per share to a vendor in connection with services performed for the
Company. In addition, upon conversion of senior

B-17
<PAGE> 71

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

debt holder notes into equity, the Company will issue an additional 17,000
stock options at an exercise price of $.02 to the same vendor.

In January 1995, the Company issued 68,238 options at a price of $.02 per share
to its senior vice president-programming and network operations. In addition,
upon conversion of senior debt holder notes into equity, the Company will issue
an additional 34,000 stock options at an exercise price of $.02 to the same
vendor.

During January 1995, the Company issued 10,000 options to purchase its common
stock at an exercise price of $.02 per share to an individual as consideration
for the extension of the payment terms of a note payable.

The following is a summary of Company common stock options:
<TABLE>
<CAPTION>
Shares Under Options
Years ended
December 31,
1995 1994
------- -------
<S> <C> <C>
Outstanding and Exercisable Beginning of Years 32,200 128,000
Offered During Years 112,357 5,000
Exercised During Years -- 100,800
Terminated During Years (32,200) --
-------------- ------------

OUTSTANDING AND EXERCISABLE END OF PERIODS (1) 112,357 32,200
============== ============
</TABLE>

(1) With an exercise price per share ranging from $.02 to $25.00 giving effect
to the one-for-fifty reverse stock split.

(14) COMMITMENTS AND CONTINGENCIES

(A) LEASES - The Company leases its operating facilities in Darien, Connecticut
under an operating lease. The future minimum annual rental commitments under
the lease for the years ending December 31 are approximately as follows:

<TABLE>
<S> <C>
1996 $ 50,000
1997 17,000
--------------

TOTAL $ 67,000
----- ==============
</TABLE>

Rent expense for years ended December 31, 1995 and 1994 was approximately
$47,000 and $41,000, respectively.

(B) EMPLOYMENT AGREEMENTS - On November 1, 1993, the Company entered into a
three-year employment agreement with its Chief Executive Officer ("CEO"). The
agreement may be terminated by the Company as a result of death or disability
or for cause. If the CEO terminates his agreement for cause during the first
year, the Company will be required to pay salary and earned bonus, if any, pro
rata for one year. If such termination occurs after the first year, the
Company is required to pay salary and earned bonus, if any, for two years. On
January 3, 1995, the Company entered into a three- year employment agreement
with the Senior Vice President of programming ("SVP"), including a revenue
participation plan.

(C) DEMAND AND PIGGY-BACK REGISTRATION RIGHTS - Certain shares of common stock
are entitled to certain "demand" and "piggy-back" registration rights under
certain circumstances.

B-18
<PAGE> 72

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(D) LITIGATION - As of December 31, 1995, the Company was involved in a
litigation proceeding involving breach of contract of a sales representative
agreement (see Note 18). The Company is subject to other legal action in the
ordinary course of business. Management believes it has meritorious defenses
against such actions and will defend the Company's position vigorously.

(E) CONTINGENT FEES - The Company has agreed to pay a finders, "success", fee
to its Chairman of the Board and an investment banker. The payment of such
fees (which aggregate approximately $370,000) is contingent on the consummation
of the EVRO acquisition (see Note 13).

(15) CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS - BROADCAST SERVICES
AND PROGRAMMING

On September 15, 1992, the Company entered into a five year agreement with IDB
Communications Group, Inc., which provides stereo tape play-back of Channel
America programming, uplink transmission facilities to Spacenet II and
occasional downlink turnaround service which enables the Company to selectively
choose programming from other satellites and transmit it back to Spacenet II
for transmission to the Company's network. Prior to its entering into this
agreement, the Company was receiving these services under an agreement with
Reception Specialists Company, a wholly- owned subsidiary of IDB ("RSC"). The
Company owed RSC an aggregate of $400,000 for services previously rendered.
IDB has agreed to forgive this amount provided that the Company perform its
obligations under the new agreement. As this forgiveness is contingent upon
the future performance of the Company, the obligation remains in these
financial statements at the full amount. At December 31, 1995, $885,590 due to
IDB is included in accounts payable. Under the agreement, the Company was
required to pay a monthly fee for primary services of $40,750 through September
14, 1995. The monthly fee, which increased to $42,790 on September 15, 1995,
will remain unchanged until September 15, 1996. Additional services such as
downlink turnaround service and other services will be provided by IDB at an
hourly rate ranging from $65 per hour to $188 per hour during the term.

In order to permit the Company to arrange for new financing and improve its
cash flow, the agreement provided that IDB would accept partial payment of its
service fees until March 15, 1994. To recoup the deferred amounts, the
agreement provided for a 25% surcharge on amounts billed for the period
September 15, 1994 to September 15, 1995 and 50% for the period September 15,
1995 to September 15, 1996 until such deferred amounts are repaid in full. If
the agreement is terminated or a change in control of the Company occurs prior
to the expiration of the agreement, the entire unpaid balance due under the
agreement plus the $400,000 previously due to RSC shall become immediately
payable.

On March 31, 1995, the Company entered into a four-year satellite communication
agreement with AT&T, whereby the Company incurred monthly service charges of
$125,000 until December 31, 1995. Thereafter, the monthly rate will be
$131,500. The Company was required to pay a $125,000 deposit.

(16) RELATED PARTIES

Related parties made various loans to the Company and purchased various
debentures as outlined in long-term debt (see Note 8) from October 1990 to
1995, whose balances outstanding at December 31, 1995. The following summarizes
the related party debt outstanding as of December 31, 1995, together with the
loans for which the related parties had accepted the Plan of Conversion but not
yet converted for which the conversion has been recorded as of October 1, 1995
(see Notes 4 and 10), and the adjusted balances following such conversion.

B-19
<PAGE> 73

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Accepted
Plan of
Loans Conversion Adjusted
Outstanding Not Yet Balance
12/31/95 Converted 12/31/95
-------- --------- --------
<S> <C> <C> <C>
Howard White, Vice Chairman of the Board of Directors
$ 5,000 $ $ 5,000

David Post, Chairman of the Board and CEO 172,238 172,238

Katlean de Monchy, wife of David Post 98,897 98,897
Burton Kantor, Director of the Company 40,000 40,000

Walnut Capital Corp. whose Chairman and President is
Burton Kantor 461,145 461,145

Windy City Communications, Inc., controlled by Joel
Kantor, son of Burton Kantor 54,547 54,547
Richard Post, brother of David Post 118,085 118,085

Elvin Feltner, Director of the Board of Directors 195,000 195,000
------------- -------------- -----------

TOTAL $ 1,144,912 $ 922,930 $ 221,982
============= ============== ===========
</TABLE>

In addition, the following related party had a note to the Company converted
into shares of common stock in connection with the recapitalization of the
Company and/or the stock purchase agreement with EVRO (see Note 13):

<TABLE>
<CAPTION>
Shares
------
<S> <C>
Allen Rosenblatt, acting controller of the Company 15,843
</TABLE>

In connection with the recapitalization of the Company during 1993, the
following related parties received shares of preferred stock of the Company:

<TABLE>
<CAPTION>
Shares
------
<S> <C>
David Post 4,992
Katlean de Monchy 3,839
Windy City Communications 9,598
</TABLE>

(17) OTHER INCOME - EXPIRATION OF OPTIONS

Effective March 7, 1995, the Company entered into an agreement with LMA, Inc.
("LMA"), to have LMA acquire 49% of the common stock of the Company upon it
paying to the Company certain contractual amounts and the Company fulfilling
its obligations under the agreement. On March 23, 1995, the Company formally
notified LMA, Inc. that the Company had not fulfilled its obligations under
this agreement and it was no longer in force. The $160,000 that LMA had
advanced to the Company has thus been recorded as an expired option.

B-20
<PAGE> 74

CHANNEL AMERICA TELEVISION NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective April 7, 1995, the Company entered into an agreement with National
Media Corporation ("National") whereby National would receive 33% of the common
stock of the Company, would receive six hours of broadcast time per day, six
minutes of spots per day and other broadcast preferences. National would pay
$125,000 per month directly to AT&T for the Company's satellite costs, $25,000
to IDB for the Company's satellite uplink service and other payments. On May
11, 1995, National notified the Company that under the terms of this agreement,
it was terminating the agreement, effective May 31, 1995. The $250,000 that
National paid has been recorded as an expired option.

(18) SUBSEQUENT EVENT

LITIGATION - On January 16, 1996, the litigation described in Note 14D was
adjudicated. A civil judgement was entered against the Company in the amount
of $167. The plaintiff in the litigation may file an appeal of the decision.

[19] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ["FASB"] issued Statement of Financial
Accounting Standards ["SFAS"] No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of," in March of
1995. SFAS No. 121 established accounting standards for the impairment of
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used, and for long-lived assets and certain
identifiable intangibles to be disposed of. SFAS No. 121 is effective for
financial statements issued for fiscal years beginning after December 15, 1995.
Adoption of SFAS No. 121 is not expected to have a material impact on the
Company's financial statements.

The FASB has also issued SFAS No. 123, "Accounting for Stock-Based
Compensation," in October 1995. SFAS No. 123 uses a fair value based method of
accounting for stock options and similar equity instruments as contrasted to
the intrinsic value based method of accounting prescribed by Accounting
Principles Board ["APB"] Opinion No. 25, "Accounting for Stock Issued to
Employees." The Company has not decided if it will adopt SFAS No. 123 or
continue to apply APB Opinion No. 25 for financial reporting purposes. SFAS
No. 123 will have to be adopted for financial note disclosure purposes in any
event. The accounting requirements of SFAS No. 123 are effective for
transactions entered into in fiscal years that begin after December 15, 1995;
the disclosure requirements of SFAS No. 123 are effective for financial
statements for fiscal years beginning after December 15, 1995.

. . . . . . . . .

B-21
<PAGE> 75

SCHEDULE C
TO THE
PROXY STATEMENT
FOR
EVRO CORPORATION
----------------

The Sports & Shopping Network, Inc.

Financial Statements

For the Years Ended December 31, 1994, and 1993

And For the Period From Inception

(December 16, 1992) Through December 31, 1992

<PAGE> 76
CERTIFIED PUBLIC ACCOUNTANT

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICA INSTITUTE OF CPA'S
(813) 960-9803 FAX (813) 960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
The Sports & Shopping Network, Inc.

We have audited the accompanying consolidated balance sheet of The Sports &
Shopping Network, Inc. (a development stage Company) as December 31, 1994, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended December 31, 1994, and December 31, 1993,
and for the period from inception (December 16, 1992) through December 31,
1992. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Sports & Shopping Network,
Inc. as of December 31, 1994, and the results of its operations and its cash
flows for the years ended December 31, 1994, and December 31, 1993, and for the
period from inception (December 16, 1992) through December 31, 1992, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 1,
the Company has incurred recurring operating losses and has a working capital
deficiency. These conditions raise substantial doubt about the company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.
/s/ Hohl & Foley

May 13, 1995
Tampa, Florida
C-1
<PAGE> 77

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1994

<TABLE>
<S> <C>
Assets

Current Assets:
Cash $ 67
Accounts receivable 0
Inventories 172,919
Prepaid royalty fees and deposits 50,482
---------------
Total current assets 223,468

Other assets, net of accumulated
amortization of $33,186 323,465
---------------
Total assets $ 546,933
===============

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable and accrued liabilities $ 333,396
Due parent company 125,271
---------------
Total current liabilities 458,667
---------------
Stockholders' Equity:
Common stock, par value $.000082918,
60,300,000 shares authorized
and 59,734,634 shares issued and outstanding 4,953
Additional paid in capital 3,490,823
Deficit accumulated during
the development stage (3,407,510)
---------------
Total stockholders' equity 88,266
---------------
Total liabilities and stockholders' equity $ 546,933
===============
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

C-2
<PAGE> 78

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 1992

<TABLE>
<CAPTION>
1994 1993 1992 TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Sales $ 48,898 $ 91,921 $ 15,357 $ 156,176
Other Income 100,006 100,006
--------------- --------------- -------------- --------------
Total Revenues 48,898 191,927 15,357 256,182
--------------- --------------- -------------- --------------
Cost of Sales 73,325 97,657 8,307 179,289
Selling, General & Administrative 447,712 818,790 10,341 1,276,843
Management and Accounting Services
Provided by Parent 1,150,000 976,536 2,126,536
Interest Expense 81,024 81,024
--------------- --------------- -------------- --------------
Total Costs 1,752,061 1,892,983 18,648 3,663,692
--------------- --------------- -------------- --------------
Loss before benefit from income taxes (1,703,163) (1,701,056) (3,291) (3,407,510)
Income Taxes 0 0 0 0
--------------- --------------- -------------- --------------
Net loss $ (1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
=============== =============== ============== ==============
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

C-3
<PAGE> 79
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992

DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID IN DEVELOPMENT
SHARES -$- CAPITAL STAGE TOTAL
------ --- ---------- ----------- -----

<S> <C> <C> <C> <C> <C>
Balance, December 16, 1992 $ 0 $ 0 $ 0 $ 0

5,000 shares issued 5,000 5,000 5,000

Net loss, December 16, 1992
through December 31,1992 (3,291) (3,291)

Contribution by STELLAR 1,229 1,229
---------- -------------- -------------- --------------- ----------------
Balance, December 31, 1992 5,000 5,000 1,229 (3,291) 2,938

Goodwill recognized 2,158 2,158

Net loss for year ended
December 31, 1993 (1,701,056) (1,701,056)

Contribution by STELLAR 1,321,790 1,321,790
---------- -------------- -------------- --------------- ----------------
Balance, December 31, 1993 5,000 5,000 1,325,177 (1,704,347) (374,170)

Adjustment pursuant to stock split 54,995,000 (440) 440 0

Exercise of warrants 356,500 30 178,220 178,250

Sale of common stock 630,000 52 244,948 245,000

Common stock issued in satisfaction
of note payable to STELLAR 1,729,908 144 1,338,560 1,338,704

Common stock issued in satisfaction
of advances made by STELLAR 2,018,226 167 403,478 403,645

Net loss for year ended
December 31, 1994 (1,703,163) (1,703,163)
---------- -------------- -------------- --------------- ----------------
Balance, December 31, 1994 59,734,634 $ 4,953 $ 3,490,823 $ (3,407,510) $ 88,266
========== ============== ============== =============== ================
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

C-4
<PAGE> 80
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992

<TABLE>
<CAPTION>
1994 1993 1992 Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Cash flows used by operating activities:
Net loss $(1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 33,186 32,547 1,893 67,626
(Increase) decrease in accounts receivable 5,729 (384) (5,345) 0
(Increase) decrease in inventories 81,047 (481,399) (3,900) (404,252)
(Increase) decrease in prepaid royalty fees
and deposits 4,740 (55,222) (50,482)
(Increase) in other assets (4,759) (932) (5,691)
Increase in accounts payable and
accrued liabilities 199,009 82,106 (28,880) 252,235
Decrease in unearned royalties (100,000) (100,000)
----------- ------------ ---------- -------------
Total adjustments 323,711 (527,111) (37,164) (240,564)
----------- ------------ ---------- -------------
Net cash used by operating activities (1,379,452) (2,228,167) (40,455) (3,648,074)
----------- ------------ ---------- -------------
Cash flows used in investing activities:
Purchase of property and equipment (62,152) (62,152)
Proceeds from sale of equipment, patents and
proprietary technology 350,000 350,000
Purchase of Microsonics International, Inc. (310,694) (310,694)
Purchase of Centennial Sports Promotions, Inc. (25,870) (25,870)
Contractual obligation due Brander (20,000) (30,000) (50,000)
----------- ------------ ---------- -------------
Net cash used in investing activities (62,152) (45,870) 9,306 (98,716)
----------- ------------ ---------- -------------
Cash flows from financing activities:
Proceeds from issuance of common stock 423,250 5,000 428,250
Contribution by STELLAR 1,321,790 1,229 1,323,019
Working capital provided by STELLAR 1,017,472 948,127 29,989 1,995,588
----------- ------------ ---------- -------------
Net cash provided by financing activities 1,440,722 2,269,917 36,218 3,746,857
----------- ------------ ---------- -------------
Net increase (decrease) in cash (882) (4,120) 5,069 67

Cash at beginning of period 949 5,069 0 0
----------- ------------ ---------- -------------
Cash at end of period $ 67 $ 949 $ 5,069 $ 67
=========== ============ ========== =============
Interest paid $ 81,024 $ 0 $ 0 $ 0
=========== ============ ========== =============
Taxes paid $ 0 $ 0 $ 0 $ 0
=========== ============ ========== =============

</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

C-5
<PAGE> 81

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Accounting - The consolidated financial statements of The Sports
& Shopping Network, Inc. (the "Company" and "TSSN") and its majority owned
subsidiaries, Centennial Sports Promotions, Inc. ("Centennial"), International
Sports Collectibles, Inc. ("Collectibles") and Microsonics International, Inc.
("Microsonics") have been presented on the basis that they are a going concern,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company and its
subsidiaries, all considered to be in the development stage as defined in
Financial Accounting Standard No. 7, have incurred operating losses of
$1,701,000 and $1,703,000 during the years ended December 31, 1993 and 1994,
respectively, which have adversely reduced the Company's liquidity and working
capital. At December 31, 1994, the Company had current assets of $223,000 and
current liabilities of $459,000, or a working capital deficit of $236,000. As
more fully discussed below, management of the Company believes that it has put
into place a business plan that will provide for positive operating results and
allow for the settlement of its liabilities in a timely manner, however, should
existing creditors demand immediate payment, at the present time the Company
does not have a readily available source of additional capital nor a source of
long term financing to allow for the repayment of those creditors. Although
the Company has plans in process which it believes will allow it to obtain
additional capital and other financing, there can be no assurance that such
plans will be implemented successfully.

TSSN is engaged in the development of a television shopping network
specializing in the marketing of sports memorabilia, apparel and related sports
products through satellite, television broadcast stations and cable networks.
The Company plans to attain future profitable operations by developing (1)
sources of supply of products that it will sell at retail; (2) the ability to
produce and broadcast related television programming; and (3) a distribution
network for such programming either internally or by acquisition of one or more
businesses.

2. Background and Organization - TSSN was incorporated under the laws of the
State of Florida on December 16, 1992.

In December 1992, the Company entered an agreement which provided for the
Company to adopt a Plan of Merger with The STELLAR Companies, Inc. ("STELLAR").
The December 1992 Agreement was superseded by a Stock For Stock Agreement
dated January 21, 1993, pursuant to which, on January 25, 1993, STELLAR issued
95,000 common shares in exchange for all of the issued and outstanding shares
of TSSN.

C-6
<PAGE> 82

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Summary of Significant Accounting Policies:

Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its majority-owned subsidiaries, Centennial,
Collectibles and Microsonics. All significant intercompany accounts and
transactions have been eliminated.

Inventories - Inventories are carried at the lower of cost (determined on a
first in, first out basis) or market.

Depreciation - Furniture, fixtures and equipment are depreciated over their
estimated useful lives of 5 to 7 years using the straight line method.

Amortization - Proprietary technology is being amortized over ten years which
is the estimated life of the related products. Goodwill is being amortized
over ten years, the estimated market life of the acquired trademarks. Other
assets are being amortized over five to twenty years. The Company has adopted
the policy to periodically review and evaluate whether there has been permanent
impairment in the value of its intangible assets, which review includes factors
such as current market conditions and trends relating to the Company and its
product lines.

Income Taxes - The provision (benefit) for income taxes is based on pretax
earnings (loss) reported in the consolidated financial statements, adjusted for
transactions that may never enter into the computation of income taxes payable.
A deferred tax liability or asset is recognized for the estimated future tax
effects attributable to temporary differences in the recognition of income and
expenses for financial statement and income tax purposes and net operating loss
carryforwards. Deferred tax assets are reduced, if necessary, by the amount of
any tax assets that are not expected to be realized. No benefit for income
taxes has been recognized for the years ended December 31, 1994 ,and 1993, as
the Company has not yet established its operations.

The Company and its subsidiaries file separate income tax returns.

4. Significant Transactions - As of December 31, 1993, STELLAR contributed the
stock of International Sports Collectibles, Inc. and Microsonics International,
Inc., wholly owned subsidiaries, and Centennial Sports Promotions, Inc., an 80%
owned subsidiary to TSSN, thereby causing the three companies to become
subsidiaries of TSSN. TSSN recorded the stock contribution of each company at
a value equal to STELLAR's basis in each subsidiary. This transaction has been
accounted for in a manner similar to a pooling of interests because of the
common ownership of each subsidiary and for enhanced comparability.
Accordingly, the accounts of each subsidiary have been included in the
consolidated financial statements of TSSN from

C-7
<PAGE> 83

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Significant Transactions (cont.)
December 16, 1992, the date of inception of TSSN, or from their respective
dates of acquisition by STELLAR, if later. The accumulated losses from
operations of each subsidiary for the period from their respective dates of
acquisition by STELLAR to December 31, 1993, have been reflected as a capital
contribution and offset against accumulated deficit as the losses were incurred
prior to the stock contribution of each company to TSSN by STELLAR.

Purchase of Microsonics International, Inc. ("Microsonics") - On November 19,
1992, STELLAR purchased the outstanding capital stock of Microsonics
International, Inc., a Florida corporation for cash of $115,000, related costs
of $10,694, and the assumption of certain liabilities of the seller aggregating
$185,000. Microsonics owned certain assets for the manufacture and marketing of
microphonograhic and microrecord products. The excess purchase price over and
above the net assets acquired $(235,219) was allocated to proprietary
technology, which is being amortized over ten years, the estimated life of the
related products which the Company intends to market.

Sale of Microsonics Assets - On December 18, 1992, Microsonics, pursuant to an
Asset Purchase Agreement, sold its furniture and equipment, together with
certain rights, title and interest in certain patents and processes associated
therewith for $250,000 cash and a royalty of 2% of net revenues on all sales
and licensing revenue of or from microphonograph players and microrecord
players up to a maximum of $1 million. The Company retained the proprietary
rights to the related technology to be used in the sale of "notable figure"
cards, "notable item" cards and related players. Microsonics utilized the
cost recovery method of accounting which resulted in no gain or loss being
reported from this transaction.

On April 4, 1993, Microsonics assigned all of its right, title and interest in
and to payments of royalties pursuant to the Asset Purchase Agreement to
STELLAR. STELLAR pledged its right, title and interest in and to payments of
such royalties as security to $2,000,000 of promissory notes issued pursuant to
a private placement offering dated March 31, 1993.

Purchase of Sports Memorabilia - On November 19, 1992, STELLAR entered into an
agreement, as amended, with Norman K. Brander ("Brander"), a founder, former
officer and former director of STELLAR, to acquire the issued and outstanding
capital stock in a newly formed Florida corporation into which Brander
contributed sports memorabilia having an estimated retail value of $500,000 in
exchange for 500,000 shares of common stock of STELLAR and cash of $100,000 of
which $50,000 remains to be paid to Mr. Brander. Stellar recorded the amount
due to Mr. Brander as a dividend payable. No value was assigned to the Sports
Memorabilia as Brander had a nominal basis in the inventory. The transaction
was closed on January 11, 1993.

C-8
<PAGE> 84

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Significant Transactions (cont.)
On June 21, 1993, STELLAR incorporated a new wholly owned subsidiary,
International Sports Collectibles, Inc. STELLAR contributed the sports
memorabilia, together with the related contractual obligation to Collectibles.

Purchase of Centennial Sports Promotions, Inc. ("CSP") - On January 1, 1993,
STELLAR entered into a Stock Purchase Agreement pursuant to which, on January
7, 1993, STELLAR purchased 80% of the issued and outstanding capital stock of
CSP for $155,000 payable as follows: $25,000 in cash and $130,000 in common
stock of STELLAR (130,000 common shares). The full purchase price of $155,000,
together with related legal and closing costs aggregating $870 were recorded as
goodwill, which is being amortized over ten years, the estimated market life of
the trademarks which were acquired in the acquisition of CSP. CSP is engaged
in the business of marketing sports apparel and related promotional items.

Transfer of inventory and liabilities to STELLAR - During 1994, Brander raised
certain claims with respect to inventory of the company held in part by
Brander. Due to the claims outstanding, the Company transferred the inventory
of sports memorabilia and lithographs of jazz greats at a cost of $231,333,
together with liabilities of $73,365 to STELLAR which was offset against
$157,968 of advances from STELLAR.

5. Inventories - As of December 31, 1994, the components of inventory were as
follows:

<TABLE>
<S> <C>
Sports memorabilia $158,341
Cager Classic apparel 14,578
--------
$172,919
========
</TABLE>

The inventory of sports memorabilia has been pledged as security for
$2,000,000 of promissory notes issued by STELLAR pursuant to a private
placement offering Dated March 31, 1993.

6. Other Assets - Other assets as of December 31, 1994, are comprised of the
following:

<TABLE>
<CAPTION>
1994
<S> <C>
Deposit on production set $ 61,702
Proprietary technology 130,661
Goodwill 126,421
Other 4,681
--------
$323,465
========
</TABLE>

C-9
<PAGE> 85

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Income Taxes - The provision (benefit) for income taxes differs from the
amount of income tax determined by applying the applicable U.S. statutory
federal income tax rate to pretax income as a result of the following
differences at December 31:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Income tax provision (benefit), at 34% $(579,075) $(578,359)
Increase (decrease) in rates resulting from:
Non-deductible items 1,201 3,714
State and local taxes, net (61,697) (61,749)
Valuation allowance for recognized
deferred tax assets 639,571 636,394
--------- ---------
Effective tax rates $ -0- $ -0-
========= =========
</TABLE>

Deferred tax assets are comprised of the following at December 31:

<TABLE>
<CAPTION>
1994 1993
--------- --------
<S> <C> <C>
Business start-up expenditures $1,272,042 $634,695
Depreciation and amortization 31,503 29,278
Loss carryforwards 111,887 111,887
---------- --------
Gross deferred tax assets 1,415,432 775,860
Deferred tax assets valuation allowance (1,415,432) (775,860)
---------- --------
Total deferred tax assets $ -0- $ -0-
========== ========
</TABLE>

Centennial, acquired in 1993, had a net operating loss carryforward of $
47,663.

A valuation allowance was established in the same amount as the deferred tax
assets acquired because the benefit is more likely than not to be lost. Certain
of the acquired net operating losses are subject to limitations pursuant to
provisions of the Internal Revenue Code relating to changes in control. These
provisions can significantly limit the amount of net operating losses available
for utilization in a particular year depending upon numerous factors, including
valuation of the acquired companies. These net operating losses can only be
utilized by the acquired companies in a particular year to the extent of the
fair market value of the acquired companies on the date of the change of control
multiplied by a statutory tax-exempt interest rate, which is approximately 7
percent. The net operating loss carryforwards for U.S. tax purposes expire, if
not utilized against future taxable income, beginning 2006 and continue through
2009.

C-10
<PAGE> 86

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Related Party Transactions - During 1994, and 1993, STELLAR billed the
Company and its subsidiaries fees for management and accounting services
aggregating $1,150,000 in 1994 and $976,536 in 1993, which were charged to Due
Parent Company as an advance. Stellar charged the Company for common expenses
based on estimated time or charges incurred by Stellar on the Company's behalf.
Management asserts that the fees charged to the Company approximate the cost
that would have been incurred if TSSN had operated on a stand alone basis.

The Company issued a note payable to STELLAR, as of December 31, 1993 in the
amount of $1,258,116 in satisfaction of the balance of the Due Parent Company
account. The note provided for interest at 7% per annum and was payable in
cash or by the issuance of 1,729,908 (as adjusted for stock split) shares of
common stock, at the option of the Company.

On November 30, 1994, the Company satisfied the note payable by issuance of
1,729,908 shares of common stock to STELLAR. In addition, the Company issued
2,018,226 shares of common stock in satisfaction of additional advances by
STELLAR aggregating $403,645.

9. Stockholders' Equity

Change in Authorized Shares and Stock Split - On January 13, 1994, the Board
of Directors amended the Company's Articles of Incorporation to increase the
Company's authorized capital stock from 5,000 shares of common stock to
60,300,000 shares of common stock. The Board of Directors also authorized a
stock split of the Company's common stock equal to 11,000 shares for 1 share,
and changed the par value from $1.00 per share to $.000082918 per share. All
presentations in these financial statements reflect the stock split.

Warrants - On January 15, 1994, the Board of Directors of STELLAR Inc. granted
warrants to the holders of certain STELLAR common stock. The warrants
entitled the holder to purchase one (1) share of common stock for every two (2)
shares of STELLAR common stock held at $.50 per share. Stellar shareholders
exercised warrants to purchase 356,000 shares of common stock with cash
proceeds of $178,250. All remaining warrants expired on February 18, 1994.

C-11
<PAGE> 87

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Additional Cash Flow Statement Information -
The non-cash effect of the acquisition of Microsonics and the sale of
Microsonics assets during 1992 as follows:

<TABLE>
<CAPTION>
Acquisition Sale of Assets
----------- --------------
<S> <C> <C>
(Increase) decrease in assets:
Furniture, Fixtures and Equipment $(134,079) $132,186
Other assets
Proprietary technology (235,219) 71,892
Other (45,922) 45,922
--------- --------
(415,220) (250,000)
--------- --------
Increase in liabilities:
Accounts payable and accrued liabilities 104,526
Prepayment of royalty income 100,000
--------- --------
Increase (decrease) in cash $(310,694) $350,000
========= ========
</TABLE>

The non-cash effect of the acquisition of Centennial during 1993 as follows:

<TABLE>
<S> <C>
Goodwill $ 155,870
Due to parent (common stock issued by Stellar) (130,000)
---------
Cash investment $ 25,870
=========
</TABLE>

The noncash effect of the acquisition of Collectibles in 1993 follows:

<TABLE>
<S> <C>
Contractual obligation due to Brander $ 100,000
Due to parent - Declaration of distribution of capital
by Stellar (100,000)
---------
$ -0-
=========
</TABLE>

The noncash affect of the transfer of inventories and liabilities to Stellar in
1994 follows:

<TABLE>
<S> <C>
Inventory $ 231,333
Contractual obligation due to Brander (50,000)
Due to parent (181,333)
---------
$ -0-
=========
</TABLE>

In connection with the purchase of TSSN by STELLAR, the Company recorded the
excess purchase price ($2,158) over the net assets acquired as goodwill with a
corresponding credit to additional paid-in capital.

C-12
<PAGE> 88

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Subsequent Event -

EVRO Corporation - On March 14, 1995, EVRO Corporation (EVRO) acquired 98.35%
of the issued and outstanding common stock of the Company from STELLAR in
exchange for 16,759,038 shares of EVRO's common stock or 77.1% of the EVRO
shares of common stock which will then be issued and outstanding. EVRO issued
to STELLAR 500,000 shares of restricted common stock at closing and has agreed
to issue the remaining shares following the completion of an increase in EVRO's
authorized shares of common stock. EVRO has agreed to offer to acquire the
remaining 1.65% of the Company's issued and outstanding common stock which are
held by minority shareholders in exchange for an aggregate of 281,418 shares of
EVRO's common stock.

EVRO has formed a wholly owned subsidiary, Technology Holdings, Inc. ("THI"),
which owns all of the assets that were owned by EVRO prior to the TSSN
acquisition. Pursuant to such acquisition, the holders of EVRO's common stock,
other than STELLAR, will be issued a stock dividend consisting of EVRO's Series
D Preferred Stock. EVRO has the right, but not the obligation, to redeem the
Series D Preferred Stock in exchange for all of THI's issued and outstanding
capital stock.

THI is entitled to receive on an annual basis that number of shares of EVRO's
voting common stock ("Special Shares") equal to 20% of the average total assets
of THI over a twelve month period (March 14 through the following March 13 each
year) divided by Two Dollars ($2.00). THI's right to receive the Special
Shares provided is earned pro rata over the applicable twelve month period.
Such entitlement would cease upon the redemption of the Series D Preferred
Stock. STELLAR has the right to purchase from THI any Special Shares of EVRO's
common stock received until June 30, 1997, for an amount equal to the greater
of Two Dollars ($2.00) per share or 50% of the bid price of EVRO's then
publicly traded stock as of the end of the month preceding STELLAR's exercise
of its right to purchase. EVRO is prohibited from pledging, hypothecating or
otherwise encumbering its shares of THI's capital stock.

The Series D Preferred Stock contains a special dividend provision that in the
event such preferred stock is not redeemed by June 30, 1997, EVRO shall, as of
July 1, 1997, declare a stock dividend of its voting common stock payable to the
holders of the Series D Preferred Stock equal to the number of shares of common
stock held by THI as of June 30, 1997. Additional stock dividends shall be
payable to the holders of Series D Preferred Stock each July 1st following July
1, 1997, until EVRO has redeemed its Series D Preferred Stock. The amount of
such additional stock dividend shall equal the number of shares of EVRO's common
stock transferred to THI during the immediately preceding twelve month period.

C-13
<PAGE> 89

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The Stellar Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Subsequent Event (cont.)
The Company is currently seeking to raise additional capital through the sale
of the EVRO's capital stock in one or more private equity offerings to
primarily fund the TSSN operations. Upon successful completion of the private
equity offerings, the Company intends to redeem its Series D Preferred Stock in
exchange for all of THI's issued and outstanding capital stock.

For financial reporting purposes this transaction will be accounted for as a
reverse merger under which the companies will be recapitalized to include the
historical financial information of the Company, and the assets and liabilities
of EVRO will be revalued to reflect the market value of EVRO's common stock.

American Collectible Network, Inc.

On April 26, 1995, EVRO Corporation ("EVRO") entered into a binding Letter
of Intent (which was modified on May 5, 1995) to acquire not less than 80% of
America's Collectibles Network, Inc. ("ACN") and to merge ACN into The Sports &
Shopping Network, Inc. ("TSSN") in exchange for the requisite number of EVRO's
preferred stock which shares shall be convertible into 1,850,000 shares of
EVRO's restricted common stock, immediately after the Company increases its
authorized shares of common stock. If the merger has not taken place on or
before May 31, 1995, then either ACN or EVRO shall have the right to terminate
the Letter of Intent. If neither Party has exercised its right to terminate by
June 2, 1995, then the Letter of Intent will automatically be extended to June
30, 1995. The Letter of Intent is void after June 30, 1995. The Company
expects to account for this transaction as a purchase.

In addition, EVRO has also agreed to provide or cause to be provided
approximately $550,000 of working capital to ACN, $50,000 of which is to be
advanced within fifteen (15) business days of the date of the Modification of
the Binding Letter of Intent. Funding of the remaining working capital
commitment is to be provided over the 90 day period immediately following the
completion of the merger. In consideration for agreeing to the provisions in
the Modification of the Binding Letter of Intent, EVRO paid ACN a $50,000
non-refundable deposit.

C-14
<PAGE> 90

APPENDIX
EVRO CORPORATION

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 9, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Each of the undersigned, as the owner(s) as of August 5, 1996, of the common
stock of EVRO Corporation, a Florida corporation (the "Company") hereby
appoints Thomas L. Jensen, Chairman of the Board and O. Don Lauher, and each of
them, jointly and severally, as attorney-in-fact and proxy, each with full
power of substitution for the limited purpose of voting all shares of the
common stock owned by the undersigned at the Special Meeting of Shareholders of
the Company to be held at The Inn at Maingate, 3011 Maingate Lane, Kissimmee,
Florida 34747 at 10:00 A.M., October 9, 1996, and at any adjournments
thereof, but only in accordance with the following instructions:

If you are unable to attend the meeting personally, the Board of Directors
request that you complete and mail this proxy to insure adequate shareholder
representations at the Meeting. As this proxy is being solicited by the Board
of Directors, you are encouraged to contact any member of the Incumbent Board
if you have any question concerning this proxy or the matters referenced herein.

(Continued on reverse side)

<TABLE>
<S> <C> <C>
1. Election of Directors Nominees: Thomas L. Jensen, Stephen H. Cohen,
D. Jerry Diamond and Max P. Cawal
FOR all nominees WITHHOLD
listed to the right AUTHORITY (Instruction: To withhold authority to vote for any
(except as marked to vote for all nominees individual nominee named above, strike a line through
to the contrary) listed to the right the nominee's name:)

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

2. Amend the Articles of Incorporation to increase the number of authorized shares of common stock from 2,500,000 to 100,000,000,
each with a par value of $.001.

FOR AGAINST ABSTAIN

3. Amend the Articles of Incorporation to increase the number of authorized shares of preferred stock from 1,250,000 to 25,000,000,
each with a par value of $.001.

FOR AGAINST ABSTAIN

4. Change the Company's name as set forth in the Articles of Incorporation from the EVRO Corporation to Channel America
Broadcasting, Inc.

FOR AGAINST ABSTAIN

5. Purchase the fractional shares resulting from a previous one for twenty reverse stock split.

FOR AGAINST ABSTAIN

This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder(s). If
none of the choices specified in Proposals 1, 2, 3, 4 and 5
shall be marked, the named proxy is authorized and directed to
vote FOR the proposals as described therein and in accordance
with that certain Proxy Statement dated ____ __, 1996.

Dated: , 1996
-------------------------------------------------

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(Signature)
</TABLE>
<PAGE> 91

<TABLE>
<S> <C>
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(Printed Name)

If signing in a fiduciary or representative capacity, please give
full title as such. If signing as a corporate officer, please give
your title and full name of the corporation; or if ownership is
in more than one name, each additional owner should sign.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
</TABLE>