COMC INC, PRE 14C, 1997-05-09

COMC INC
PRE 14C, 1997-05-09
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[X] Preliminary information statement [ ] Confidential, for Use of the
Commission Only
(as permitted by Rule
14-c5(d)(2))

[ ] Definitive information statement
COMC, INC.
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(Name of Registrant as Specified in Charter)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14-c-5(g).

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:

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[ ] Fee paid previously with preliminary materials.

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[ ] 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:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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COMC, INC.
400 N. GLENOAKS BOULEVARD
BURBANK, CALIFORNIA 91602
------------------------

INFORMATION STATEMENT
------------------------

This Information Statement is furnished by the Board of Directors of COMC,
Inc., an Illinois corporation (the "Company"), to inform the shareholders of the
Company of the approval of certain corporate actions. This Information Statement
and the accompanying materials will be mailed on or about , 1997 to
holders of record of Common Stock, par value $.01 ("Common Stock"), of the
Company as of the record date. The record date for determining shareholders
entitled to receive this Information Statement has been established as the close
of business on April 25, 1997. On that date, the Company had outstanding and
entitled to vote 12,498,107 shares of Common Stock. Specifically, this
Information Statement relates to the following corporate actions:

1. Shareholders' approval of an amendment to the Company's Certificate
of Incorporation effectuating a one for four reverse split of the issued
and outstanding Common Stock.

2. Shareholders' approval of an amendment to the Company's Certificate
of Incorporation authorizing the issuance of Preferred Stock.

3. Shareholders' approval of an Agreement of Merger whereby the
Company will change its state of incorporation from Illinois to Delaware
pursuant to a "migratory merger" that will merge the Company into COMC,
Inc., a Delaware corporation.

4. Shareholders' ratification of the appointment of Hollander, Gilbert
& Co. as the Company's independent auditors for the fiscal year ending
December 31, 1997.

During April 1997 the Company's largest shareholder, who is the owner of
10,000,000 shares of Common Stock (or 80%), consented to the matters set forth
herein. As a result, the corporate actions were approved by the two-thirds
majority required by law and no further votes will be needed. In accordance with
the applicable provisions of Illinois law, a consent with respect to the above
enumerated corporate actions will be executed on or about [no less
than five days after distribution of this information statement]. Unless
indicated otherwise, numbers of shares set forth herein do not account for the
reverse stock split.

Shareholders are entitled to dissent from the merger described under
"Merger into Delaware Company" and they have the right to obtain payment in cash
of the fair value of their shares. Included in this Information Statement are
instructions with respect to a demand for payment. Shareholders who fail to
return to the Company in a timely manner the notice of election to dissent lose
the right to obtain payment for their shares. A form of election to dissent has
been included in this mailing. See "Right to Dissent and Appraisal Rights of
Shareholders Objecting to the Proposed Merger."

WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
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INTRODUCTION

GENERAL

COMC, Inc., an Illinois corporation (the "Company") was incorporated in
December 1978 under the name Automedix Sciences, Inc. Initially, its purpose was
the research and development of medical technologies for the treatment of cancer
and other conditions. Because the Company was unable to raise capital to
continue the clinical trials with respect to the medical device for cancer
treatment which it had designed, in the spring of 1992, it ceased its
operations. As a consequence, the Board of Directors of the Company began to
investigate the possibility of a new business direction and to search for viable
acquisition or merger candidates which would enable the Company to maximize
value to shareholders.

In November 1996, the Company consummated the acquisition of Complete
Communications, Inc., a California corporation ("CCI"), in consideration for the
issuance of 10,000,000 shares of Common Stock to John Ackerman, the sole
shareholder of CCI. As a result of this transaction, Mr. Ackerman acquired 80%
of the Company's securities. In connection with this transaction, the Company
changed its name to COMC, Inc.

DESCRIPTION OF THE COMPANY'S BUSINESS

The Company, through CCI, provides voice and data services to major
companies that are undergoing changes in their telecommunication and data
communication infrastructures.

The Company's objective is to take advantage of the opportunities created
by a number of circumstances. First, in order to remain competitive, an
increasing number of companies are introducing computers into their business.
Second, prior generations of computer equipment are becoming obsolete and must
be upgraded or replaced. Third, deregulation of the telecommunication industry
is creating the need for new systems that will enable the integration of the
computer, broadcasting, multi-media and cable industries. The Company believes
that CCI offers a low-cost alternative to similar services offered by larger and
more established telecommunications companies. In addition, by focusing on
reducing the time it takes to respond to clients' needs, it has been able to
develop a strong client base. Nevertheless, the Company is aware that the
computer and telecommunications businesses are highly competitive. There can be
no assurance that the Company will be able to compete effectively with entities
many of which are older and more established in this area and possess greater
financial and other resources than the Company.

The Company assists its clients by being a full-service provider in the
area of computer networks and telephone systems. Specifically, it provides,
among other things, services in the following areas:

Telecommunications Solutions -- The Company sells and provides support
and consulting services with respect to telecommunications systems. It
designs network solutions for remote access and video and desktop
conferencing and provides installation and service of both digital and
analog telephone systems. CCI is an authorized dealer for major
telecommunications companies including AT&T.

LAN/WAN Solutions -- The Company designs, implements and maintains LAN
and WAN networks, including installation and configuration of computer
hardware and software. It also offers hardware and software solutions for
mainframe and PC platforms.

Premise Wiring Services -- The Company offers complete wiring
services, including voice data, fiber and video system application design,
installation and management services. Its technical personnel participates
in continuous certification programs offered by companies such as AT&T and
Pacific Bell.

Help Desk Solutions -- The Company offers continuous 24-hour-a-day
telephone support to its clients in the areas of computer networks and
telecommunications. In addition, it provides outsourcing services in the
area of telemarketing.

Internet Business Solutions -- The Company provides services in
connection with the design, implementation and maintenance of web pages on
the internet. It attempts to improve the inter-active capabilities of a
particular design and provides, through third parties, credit card clearing
services that it believes are reliable and secure.

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The Company provides services to education, entertainment, finance and
health care markets with a large client base that includes Bank of America,
Cedar Sinai Medical Center, The Walt Disney Company, Warner Bros., City of
Pasadena and the Burbank Unified School District. There is currently a
concentration of activity within the finance sector. Although the Company
believes that this area is a growing source of revenues, there can be no
assurance that the growth of this sector will continue at the current rate.

CCI's revenues are generated by the sale of equipment and by services
provided in almost equal proportions. For the fiscal year ended December 31,
1996, CCI generated total revenues of $3,033,583. Its gross profits for the same
period were $891,452 with a loss before income taxes of $120,099. Fiscal year
ended December 31, 1995 reflected revenues of $3,081,440 with gross profits of
$1,323,657 and income before income taxes of $312,408.

SALES AND MARKETING

The Company believes long-term relationships with new and existing
customers are the most effective way of attaining its business objectives. Going
forward the plan is to sell, through a proactive campaign, to expand its
customer base. The Company intends to hire additional sales personnel. It is
anticipated that such salesmen will be compensated strictly on a commission
basis utilizing leads generated through referrals, periodic mailings,
telemarketing and cold calls. In addition, the Company intends to grow its
business and expand its customer base through acquisitions.

POTENTIAL ACQUISITIONS

In December 1996 the Company entered into a letter of intent with Able
Cable, Inc. ("ACI"), a provider of interconnect services relating to voice and
data communications systems. Under the terms of the letter of intent, the
Company will acquire ACI in consideration for a cash payment of $1,000,000 and
the issuance of Common Stock as well as payments in the amount of $960,000 over
a period of four years under employment and consulting agreements to be entered
into with the principals of ACI. Compilations provided to the Company indicate
that during its most recent fiscal year ACI generated revenues of $6.8 million,
while pre tax-profits amounted to $267,000. Consummation of the transaction is
contingent upon financing arrangements and the satisfactory completion of the
Company's due diligence investigation of ACI's affairs, neither of which can be
assured at this time.

In April 1997, the Company entered into a letter of intent providing for a
business combination with ICF Communications Systems, Inc. ("ICF"). Pursuant to
the letter of intent, the Company will acquire ICF for a total consideration of
$12.1 million of which $9.6 million is payable in cash with the balance to be
paid through the issuance of Common Stock. Approximately $8 million is due at
the closing. Additional payments will be made annually over a two-year period
from the closing. It is currently anticipated that two of ICF's principals will
enter into employment agreements with the Company. ICF is a telephony service
provider based in the San Francisco area. According to compilations provided to
the Company, during its most recent fiscal year ICF generated revenues of
approximately $15 million. Its pre-tax profits during this period aggregated
approximately $1.3 million. Consummation of the transaction is contingent, among
other things, upon financing arrangements and the satisfactory completion of the
Company's due diligence investigation of ACI's affairs, neither of which can be
assured at this time.

CCI is reviewing other companies as possible acquisitions candidates at
this time as well.

COMPETITION

The Company believes that it competes with entities with significantly
larger financial and other resources than the Company's, including AT&T, Pacific
Bell and U.S. Sprint. However, the Company believes that the services offered by
these companies are generally higher priced than the services provided by the
Company. In addition, these companies are mostly focused on large customers.

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Also, there are a number of smaller companies with whom the Company
competes directly. The Company believes that most of these companies focus on
one aspect of the business only. As a result, some of these companies provide
hardware only or deliver exclusively cable and wire services.

EMPLOYEES

As of March 25, 1997, the Company employed approximately 43 persons of whom
three are executive personnel, one acts as administrative support and 39 are
involved in operations.

DESCRIPTION OF PROPERTY

The Company leases approximately 3,500 square feet of space in an office
building located at 400 N. Glenoaks Boulevard, Burbank, California at a monthly
rent of approximately $3,500. The Company is investigating the possibility of
relocating its offices. The expiration of its current lease is March 2000 with
an option to extend for five years. In addition, it leases approximately 1,000
square feet at a warehouse nearby at a monthly rent of $290 on a month to month
basis.

LEGAL PROCEEDINGS

The Company is not involved in any material legal proceedings.

AMENDMENTS TO ARTICLES OF INCORPORATION

The Board of Directors of the Company has adopted a proposal declaring
advisable amendments to the Articles of Incorporation of the Company (i) to
effectuate a one for four reverse split of the Company's currently issued and
outstanding Common Stock and (ii) to authorize the issuance of Preferred Stock
(together, the "Amendments"). The Company is currently authorized to issue
40,000,000 shares of Common Stock, $.01 par value. The number of shares of
Common Stock the Company is authorized to issue will not be affected by the
Amendments. As of the date hereof, there are issued and outstanding 12,498,107
shares of Common Stock. Adoption of the reverse stock split will reduce the
presently issued and outstanding shares of Common Stock to 3,124,527. Any
fractional interests resulting from the reverse stock split will be rounded up
to the next higher whole number of shares.

The number of issued shares after the reverse stock split is approximate.
Except for changes resulting from the reverse stock split, the rights and
privileges of holders of shares of Common Stock will remain the same, both
before and after the proposed reverse stock split.

The Articles of Incorporation of the Company, as amended in accordance with
the proposed provisions described herein, will be substantially similar to the
Certificate of Incorporation of the surviving corporation in the Merger
described under "Merger into Delaware Company" and will greatly facilitate the
Merger.

THE AMENDMENTS

Reverse Stock Split

Adoption of the reverse stock split will reduce the presently issued and
outstanding shares of Common Stock from 12,498,107 to approximately 3,124,527.
There currently exists no active trading market for the Company's securities.
Nevertheless, the Company believes that, if and when an active trading market
develops, the decrease in the number of shares of Common Stock outstanding as a
consequence of the proposed reverse stock split should increase the per share
price of the Common Stock, which may encourage greater interest in the Common
Stock and possibly promote greater liquidity for the Company's shareholders.
However, the increase in the per share price of the Common Stock as a
consequence of the proposed reverse stock split may be proportionately less than
the decrease in the number of shares outstanding. In addition, any increased
liquidity due to any increased per share price could be partially or entirely
off-set by the reduced number of shares outstanding after the proposed reverse
stock split. The proposed reverse stock split could result in a per share price
that adequately compensates for the adverse impact of the market factors noted

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above. There can, however, be no assurance that the favorable effects described
above will occur, or that any increase in per share price of the Common Stock
resulting from the proposed reverse stock split will be maintained for any
period of time. Moreover, there can be no assurance that an active trading
market will develop for the Company's securities.

Commencing with the effectiveness of the reverse stock split, each
currently outstanding certificate will be deemed for all corporate purposes to
evidence ownership of the reduced number of shares resulting from the reverse
stock split. Currently outstanding certificates do not have to be surrendered in
exchange for new certificates in connection with the reverse stock split.
Rather, new stock certificates reflecting the number of shares resulting from
the reverse stock split will be issued only as currently outstanding
certificates are transferred. No fractional shares will be issued. All
fractional interests resulting from the reverse stock split will be increased to
the next higher whole number of shares.

There can be no assurance that the market price of the Common Stock after
the proposed reverse stock split will be proportionately greater than the market
price before the proposed reverse stock split, or that such price will either
exceed or remain in excess of the current market price.

The Company is currently authorized to issue 40,000,000 shares of Common
Stock. The number of shares of Common Stock the Company is authorized to issue
will not be affected by the Amendments. As a result of the reverse stock split,
the Company will have 36,875,473 shares available for future issuances. This
will enable the Company to issue shares for use in any acquisition or financing
or upon the exercise of options that may be granted in the future.

Shares that are presently authorized but not issued and outstanding would
be issuable at any time and from time to time, by action of the Board of
Directors without further authorization from the Company's stockholders, except
as otherwise required by applicable law or rules and regulations to which the
Company may be subject, to such persons and for such consideration as the Board
of Directors determines. This will permit the Company to consider acquisitions
or other transactions which may require the issuance of shares of Common Stock.
The Company is considering potential financing transactions which would involve
the issuance of Common Stock. See "Business -- Potential Acquisitions."

Current holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the shares of Common Stock which are authorized
but not issued and outstanding. Voting rights afforded to shares of Common Stock
upon their issuance would have a dilutive effect on the voting power of the
outstanding Common Stock of the Company. Issuance of any of such additional
shares of Common Stock could also have a dilutive effect on stockholders' equity
in the Company.

Federal Income Tax Consequences

The following material is based on discussions with counsel. No opinion of
counsel has been obtained. Shareholders are advised to consult with their own
tax advisors for more detailed information relating to their individual tax
circumstances.

1. The proposed reverse stock split will be a reorganization described in
section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the
"Code").

2. The Company will recognize no gain or loss as a result of the proposed
reverse stock split.

3. Shareholders will recognize no gain or loss to the extent that
currently outstanding shares of Common Stock are exchanged for new shares of
Common Stock pursuant to the proposed reverse stock split.

4. The basis of the new Common Stock received in exchange for Common Stock
pursuant to the proposed reverse stock split will be the same as the
shareholders' basis in the stock exchanged. Therefore, the new shares of Common
Stock in the hands of a shareholder will have an aggregate basis for computing
gain or

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loss equal to the aggregate basis of shares of Common Stock held by that
shareholder immediately prior to the proposed reverse stock split.

Authority to Issue Preferred Stock

The Company proposes to authorize the issuance of Preferred Stock. The
Board of Directors will have the authority to issue up to 10,000,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series, the voting powers, designation, preferences and
relative participation, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights and dividend
rate, terms of redemption (including sinking fund provisions), redemption price
or prices, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the stockholders.
Such Preferred Stock may be used in acquisitions or to obtain financing.

The issuance of preferred stock by the Board of Directors could adversely
affect the rights of the holders of Common Stock. For example, such issuance
could result in a class of securities outstanding that would have preferences
with respect to voting rights and dividends and in liquidation over the Common
Stock, and could (upon conversion or otherwise) enjoy all of the rights
appurtenant to Common Stock. The authority possessed by the Board of Directors
to issue preferred stock could potentially be used to discourage attempts by
others to obtain control of the Company through a merger, tender offer, proxy
contest or otherwise by making such attempts more difficult to achieve or more
costly. There are no agreements or understandings regarding the issuance of
preferred stock and the Board of Directors has no present intention to issue
preferred stock.

STOCKHOLDERS ARE URGED TO READ THE AMENDMENTS, THE TEXT OF WHICH IS
ATTACHED AS ATTACHMENT A TO THIS INFORMATION STATEMENT.

VOTE REQUIRED

During April 1997 the Company's largest shareholder who is the owner of
10,000,000 shares of Common Stock (or 80%) consented to the Amendments. As a
result, the corporate actions were approved by the two-thirds majority required
by law and no further votes will be needed. In accordance with the applicable
provisions of Illinois law, a consent with respect to the above enumerated
corporate actions will be executed on or about [no less than five
days after distribution of this information statement].

MERGER INTO DELAWARE COMPANY

GENERAL

The Board of Directors has recommended the adoption of the Agreement and
Plan of Merger attached to the Information Statement as Attachment B, pursuant
to which the Company will be merged (the "Merger"), into COMC, Inc., a Delaware
corporation (the "Delaware Company"). Under the terms of the Merger, each
outstanding share of the Company's Common Stock will be converted into one share
of the Delaware Company's Common Stock $.01 par value per share. The Articles of
Incorporation of the Company, as amended in accordance with the proposed
provisions described under "Amendments to the Articles of Incorporation," are
substantially similar to the certificate of the Delaware Company, which will
greatly facilitate the Merger.

The purpose of the Merger is to change the place of incorporation of the
Company from Illinois to Delaware, thereby enabling the Company to enjoy the
benefits of certain provisions of Delaware law that the Board of Directors
believes would be more beneficial to the Company than the comparable provisions
of Illinois law. The Merger would not involve any change in the business,
properties, management or capital structure of the Company. Upon the effective
date of the Merger, the Delaware Company will be the

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continuing corporation and will own all of the assets and will be responsible
for all of the liabilities of the Company. The Delaware Company will continue
the Company's business under the name COMC, Inc.

RESULTS OF THE CHANGE TO DELAWARE

Summarized below are the principal differences between the Illinois
Business Corporations Act ("BCA") and the Delaware General Corporation Law which
may affect the interests of shareholders. This summary does not purport to be a
complete statement of the differences between the BCA and the Delaware General
Corporation Law and related laws affecting shareholders' rights, and the summary
is qualified in its entirety by reference to the provisions of these laws.
Shareholders of the Corporation are advised to consult with their own legal
counsel regarding all such matters.

Shareholders' Approval Respecting Certain Business
Combinations. Illinois law requires shareholders' approval in connection
with more types of business combinations than Delaware law. For example,
Illinois law requires shareholders' approval for a share exchange whereas
Delaware law generally requires shareholders' approval in the event of a
statutory merger or a consolidation only.

Appraisal Rights. Illinois law provides shareholders with appraisal
rights in more situations than does Delaware law. Under Illinois law, a
shareholder may be entitled to appraisal when the shareholders vote (1) to
merge or consolidate with other corporations, (2) to sell or exchange all
or substantially all of its property and assets, or (3) to approve a
business combination through a share exchange. Delaware, for example, does,
not permit appraisal rights in the event of a merger or consolidation for
the shares of any class or series which are listed on a national stock
exchange or which are held of record by more than two thousand
shareholders.

Special Meetings of Shareholders. Illinois law allows a special
meeting of shareholders to be called by 1/5 of the shares entitled to vote
thereon. Delaware law allows a corporation to determine the number of
shares needed to call a special meeting.

Action by Shareholders without Meeting. Under Illinois law,
shareholders' actions that are taken by written consent without a meeting
and that are not unanimous require the notification of all shareholders
entitled to vote prior to execution of the consent. Delaware law permits
any such action to be taken by majority vote without prior notification,
provided that written notice is subsequently sent to the other shareholders
informing them of the actions taken.

SUMMARY OF PURPOSE AND EFFECTS OF PROVISIONS OF THE DELAWARE COMPANY'S CHARTER
DOCUMENTS

The purpose of the Merger and the adoption of the Delaware Company's
Certificate of Incorporation and By-laws is to assure the continuity and
stability of the Company's business strategies and policies through the creation
of greater procedural flexibility in the conduct of its affairs as allowed under
Delaware law and explained in the immediate preceding section. The Delaware
Company's Certificate of Incorporation and By-laws are similar in al material
respects to the Company's present Articles of Incorporation, as amended in
accordance with the proposed provisions described under "The Amendments" and
By-laws.

The By-laws of the Delaware corporation provide that a special meeting may
be called by the Board of Directors and by certain executive officers of the
corporation. It will therefore not be possible for a small minority of the
stockholders to have a disproportionate impact on the affairs of the company by
calling special meetings possibly aimed at disrupting the implementation of the
Board's policies.

Delaware law will facilitate obtaining a non-unanimous shareholders'
consent of corporate actions without a meeting in the absence of the Illinois
requirement to notify all shareholders of the corporation eligible to vote prior
to the execution of the consent.

The foregoing objectives will be accomplished through a "migratory merger",
some of the principal features of which are as follows.

(1) The Company will be merged into the Delaware Company, which will
be the survivor of the Merger.

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(2) Subject to the applicable provisions regarding appraisal rights
of the Company's shareholders who file a written objection to the proposed
Merger, each share of the Company's Common Stock issued and outstanding on
the effective date of the Merger will automatically become one share of
Common Stock of the Delaware Company.

(3) For Federal income tax purposes, no gain or loss will be
recognized by the Company's shareholders, except those who exercise their
appraisal rights.

(4) The Delaware Company will succeed to the business of the Company,
and the shareholders of the Company will become shareholders of the
Delaware Company.

(5) The Merger is not intended to effect any change in the business,
property, management or capitalization of the Company.

(6) The rights of the Company's shareholders, who upon consummation
of the Merger will become shareholders of the Delaware Company, will be
governed by the laws of the State of Delaware and by the terms and
provisions of the Certificate of Incorporation and By-laws of the Delaware
Company.

(7) The officers and Directors serving the Company on the Effective
Date of the Merger will thereupon hold the same offices with the Delaware
Company.

Shareholders have the right to dissent from the Merger and to demand and
receive appraisal rights for their shares of Common Stock in the Company by
complying with the requirements of Sections 11-65 and 11-70 of the BCA. See
"Right to Dissent and Appraisal Rights of Shareholders Objecting to the Proposed
Merger".

The discussion contained in this Information Statement is qualified in its
entirety by reference to the Agreement and Plan of Merger, a copy of which is
attached hereto as Attachment B, and to the Certificate of Incorporation and the
Bylaws of the Delaware Company, copies of which are attached hereto as
Attachments C and D, respectively.

THE MERGER

It is presently anticipated that the date on which the Merger will be
consummated (the "Effective Date of the Merger") will be , 1997, or
as soon thereafter as practicable. However, the Board of Directors of the
Company has reserved the right to abandon the Merger prior to the Effective Date
of the Merger. See "Termination."

Upon the Effective Date of the Merger each share of Common Stock of the
Company will be converted automatically into one share of Common Stock of the
Delaware Company and thereafter the outstanding certificates for shares of the
Company's Common Stock will represent the same number of shares of Common Stock
of the Delaware Company. Any shareholders desiring new certificates of the
Delaware Company may submit their existing certificates representing shares of
the Company to American Stock Transfer & Trust Company, the transfer agent of
the Delaware Company, and obtain new certificates. The Company will obtain a new
CUSIP number for shares of Common Stock authorized after the Effective Date of
the Merger.

FEDERAL SECURITIES LAW CONSEQUENCES

The issuance by the Delaware Company of shares to the Company's
shareholders under the Merger constitutes an exchange offer under the Securities
Act of 1933, as amended (the "Securities Act"). Nevertheless, the shares of
Common Stock to be issued by the Delaware corporation in exchange for the shares
of Common Stock of the Company are exempt from registration under the Securities
Act. Pursuant to Rule 145 promulgated under the Securities Act shares issued
under a statutory merger are subject to registration under the Securities Act
unless the sole purpose of the transaction is to change an issuer's domicile
within the United States. However, shares of Common Stock that will be issued in
exchange for shares that are currently restricted will remain restricted from
transfer unless such shares are subsequently registered or an exemption from
registration is available.

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FEDERAL TAX CONSEQUENCES

The Merger will constitute a reorganization under Section 368(a)(1) of the
Code. For federal income tax purposes, no gain or loss will be recognized by the
shareholders (other than shareholders who exercise their appraisal rights) of
the Company on the automatic conversion of their shares of the Company into
shares of the Delaware Company as a result of the Merger. Each shareholder
(other than objecting shareholders) will have a basis in shares of the Delaware
Company equal to his basis in his shares of the Company immediately prior to the
Effective Date of the Merger and his holding period of shares of the Delaware
Company will include the period during which he held the corresponding shares of
the Company provided such shares were held by him as a capital asset on the
Effective Date of the Merger. No gain or loss will be recognized by the Company
or by the Delaware Company as a result of the Merger.

The receipt of cash in exchange for their shares by objecting shareholders
will be a taxable event to such shareholders. Each shareholder is advised to
consult his attorney or tax advisor as to the Federal, state or local tax
consequences of the proposed Merger in view of his individual circumstances.

CAPITAL STOCK OF THE DELAWARE COMPANY

The Certificate of Incorporation of the Delaware Company authorizes the
issuance of 40,000,000 shares of Common Stock, par value $.01. Except for those
shares purchased from dissenting shareholders pursuant to their appraisal
rights, each of the outstanding shares of the Company's Common Stock will be
exchanged for one share of the Delaware Company's Common Stock.

The shares of the Delaware Company, as well as the shares of the Company,
have no preemptive, conversion, redemption or similar rights. Upon the
liquidation of the Delaware Company, the holders of Common Stock would be
entitled to share ratably in the net assets available for distribution to Common
Stock shareholders. Since the shares of Common Stock of the Delaware Company,
like those of the Company, do not have cumulative voting rights, the holders of
more than 50% of the shares voting for the election of directors can elect 100%
of the directors if they choose to do so.

In addition, the Delaware Company is authorized to issue an aggregate of
10,000,000 shares of Preferred Stock. The Board of Directors will have the
authority to issue such shares of Preferred Stock in one or more series and to
fix the number of shares constituting any such series, the voting powers,
designation, preferences and relative participation, optional or other special
rights and qualifications, limitations or restrictions thereof, including the
dividend rights and dividend rate, terms of redemption (including sinking fund
provisions), redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the stockholders. Such Preferred Stock may be used in acquisitions or
to obtain financing.

RIGHT TO DISSENT AND APPRAISAL RIGHTS OF SHAREHOLDERS OBJECTING TO THE PROPOSED
MERGER

Pursuant to Sections 11.65 and 11.70 of the BCA, holders of Common Stock
have the right to dissent from the Merger and obtain payment of the fair value
of their shares. A shareholder who elects to dissent from the Merger and obtain
payment for his shares (a "Dissenter"), must complete a form of election to
dissent (a copy of which has been included in this mailing) and return it to the
Company at its address before 1997. If an originally executed copy
of the election form is not received by that date, the Dissenter will lose his
right to dissent and obtain payment for his shares. In order to be entitled to
receive payment, a Dissenter must return to the Company any stock certificates
or other evidence of share ownership to the satisfaction of the Company.

Upon consummation of the Merger, the Company will pay to the Dissenter the
fair value plus accrued interest. If the Dissenter disagrees with the Company's
determination of fair value, he must so notify the Company in writing before
1997. If within 60 days from the mailing date of this document the

9
<PAGE> 11

Company and the Dissenter have not agreed upon the estimated fair value, the
Company must either pay to the Dissenter the difference in value demanded by the
Dissenter or file with the circuit court of competent jurisdiction a petition
for a determination of the fair value.

The foregoing summary does not purport to be a complete statement of the
provisions of Sections 11.65 and 11.70 of the BCA and is qualified in its
entirety by reference to the relevant portions of such Sections copies of which
are attached hereto as Attachment E.

A Dissenter who receives payment for his Shares upon exercise of his right
of dissent will, subject to the provisions of Section 302(b) of the Internal
Revenue Code, recognize gain or loss for Federal income tax purposes, measured
by the difference between the cost basis for his Shares and the amount of
payment received.

SHAREHOLDERS ARE URGED TO CAREFULLY REVIEW THE ENCLOSED LETTER AND, IF THEY
ELECT TO DISSENT FROM THE MERGER, TO EXECUTE AND RETURN TO THE COMPANY THE FORM
OF ELECTION TO DISSENT ATTACHED THERETO. IF SAID FORM IS NOT RECEIVED BY THE
COMPANY ON , 1997, A DISSENTER LOSES HIS RIGHT TO DISSENT.

TERMINATION

The Agreement and Plan of Merger provides that the Board of Directors may
terminate and cancel the same at any time prior to the Effective Date of the
Merger, either before or after submission of the Merger to a vote of
shareholders.

AGREEMENT AND PLAN OF MERGER AND CHARTER DOCUMENTS ARE ATTACHED AS ATTACHMENTS

Stockholders are urged to read the Agreement and Plan of Merger, the
Certificate of Incorporation and the Bylaws of the Delaware Company, the text of
which are attached as Attachments B, C and D to this Information Statement,
respectively.

APPROVAL REQUIRED

During April 1997 the Company's largest shareholder who is the owner of
10,000,000 shares of Common Stock (or 80%) consented meeting to the Merger. As a
result, the corporate actions were approved by the two-thirds majority required
by law and no further votes will be needed. In accordance with the applicable
provisions of Illinois law, a consent with respect to the above enumerated
corporate actions will be executed on or about [no less than five
days after distribution of this information statement].

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed Hollander, Gilbert &
Co. ("Hollander") as the new independent auditors of the Company for 1997,
subject to ratification by the Company's shareholders.

Hollander was appointed upon the dismissal on December 6, 1996, of
Oppenheim & Ostrick, CPA's as its independent accountants ("Oppenheim"). This
action had been approved by the Company's Board of Directors. During the past
two years Oppenheim did not issue a report on Company's financial statements
that either contained an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles.
During the period of its engagement, Oppenheim assisted only in the compilation
of the Company's financial statements in connection with the preparation of the
Annual Report on Form 10-K for the fiscal year ended September 30, 1995. As a
result of the Company's inactive status, as defined in Rule 3-11 under
Regulation S-X promulgated under the Securities Exchange Act of 1934, as
amended, during such period, the Company believes that it was not required to
file audited financial statements.

During the period of their engagement from June 1996 until December 1996,
there were no reportable events or disagreements between the Company and
Oppenheim on any matter of accounting principles or practices, financial
statement disclosure, or audit scope and procedure, which disagreement, if not
resolved to

10
<PAGE> 12

the satisfaction of Oppenheim, would have caused them to make reference to the
subject matter of the disagreement in connection with any report that was to
have been prepared for the Company.

APPROVAL REQUIRED

During April 1997 the Company's largest shareholder who is the owner of
10,000,000 shares of Common Stock (or 80%) consented to the appointment of
Hollander. As a result, the corporate actions were approved by the majority
required by law and no further votes will be needed. In accordance with the
applicable provisions of Illinois law, a consent with respect to the above
enumerated corporate actions will be executed on or about [no less
than five days after distribution of this information statement].

11
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The following discussion should be read in conjunction with the financial
statements and related notes thereto of the Company included elsewhere herein.

Initially, the Company's purpose was the research and development of
medical technologies for the treatment of cancer and other conditions. Because
the Company was unable to raise capital to continue the clinical trials with
respect to the medical device for cancer treatment which it had designed, in the
spring of 1992, it ceased its operations. As a consequence, the Board of
Directors of the Company began to investigate the possibility of a new business
direction and to search for viable acquisition or merger candidates which would
enable the Company to maximize value to shareholders. As previously mentioned,
the Company completed the acquisition of Complete Communications, Inc., in
November 1996. The transaction was accounted for as a reverse acquisition.
Therefore, discussion in this section will be based on the operating results of
CCI for the years ended December 31, 1995 and 1996.

RESULTS OF OPERATIONS

Revenues decreased approximately $48,000 or 1.6% from 1995 to 1996.
Customer mix and activity remained relatively constant. Cost of revenues
increased $384,000 or 21.9%. Technician labor was expanded to meet the needs of
a major customer while competition forced rates to remain constant. Operating
expenses increased $122,000 or 15.1% due to the addition of salaried salesmen.
These positions have been eliminated in 1997. Other expenses decreased $122,000
or 59.9% primarily due to non-recurring charges in 1995 attributed to consulting
fees in the search of publicly held shell companies. Interest expense increased
due to the utilization of two new lines of credit primarily for acquisition
costs incurred in 1995 and 1996. As a result of the above, income before taxes
decreased $432,507 reflecting a loss in 1996 of $120,099.

LIQUIDITY AND CAPITAL RESOURCES

In November 1996, the Company consummated the acquisition of Complete
Communications, Inc., a California corporation ("CCI"), in consideration for the
issuance of 10,000,000 shares of Common Stock to John Ackerman, the sole
shareholder of CCI. In connection with this transaction, the Company changed its
name to COMC, Inc.

Cash and cash equivalents decreased $115,170 for the year ended December
31, 1996 compared to a decrease of $37,014 for the year ended December 31, 1995.
Cash used in operating activities amounted to $225,023 in 1996 primarily due to
the loss incurred and build up of adequate inventory levels. Cash used in
investing activities in 1996 decreased to $41,312 from $134,688 in 1995 due to a
reduction in the purchase of property and equipment.. Financing activities
provided an additional $151,165 in 1996 as a result of fewer distributions to
shareholders.

The Company has at its disposal a $100,000 equipment line of credit which
was established in January 1997 and which remains available.

12
<PAGE> 14

In April 1997, the Company entered into a letter of intent providing for a
business combination with ICF Communications Systems, Inc. ("ICF"). Pursuant to
the letter of intent, the Company will acquire ICF for a total consideration of
$12.1 million of which $9.6 million is payable in cash with the balance to be
paid through the issuance of Common Stock. Approximately $8 million is due at
the closing. Additional payments will be made annually over a twoyear period
from the closing. It is currently anticipated that two of ICF's principals will
enter into employment agreements with the Company. ICF is a telephony service
provider based in the San Francisco area. According to compilations provided to
the Company, during its most recent fiscal year ICF generated revenues of
approximately $15 million. Its pre-tax profits during this period aggregated
approximately $1.3 million. Consummation of the transaction is contingent, among
other things, upon financing arrangements and the satisfactory completion of the
Company's due diligence investigation of ACI's affairs, neither of which can be
assured at this time.

The Company intends to continue its search for additional merger and
acquisition candidates that will expand its existing markets in related products
and services.

MANAGEMENT

The following sets forth the name and age, present position(s) with the
Company, principal business occupations and committee service for the last five
years of each person who is presently a director or executive officer of the
Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------------ --- ------------------------------------------
<S> <C> <C>
President, Chief Executive Officer and
John Ackerman....................... 38 Director
Marvin Loeb......................... 70 Director
Richard F. Horowitz................. 56 Director, Secretary
Donald Baker........................ 67 Director
Albert P. Vasquez................... 38 Director
Ernie Mauritson..................... 40 Controller
</TABLE>

JOHN ACKERMAN has been the Company's President and Chief Executive Officer
and a director since November 1996. He had been the President and Chief
Executive Officer of CCI since its inception in 1987. From 1984 until 1987 he
was a sound technician with Sunglo Electric where for a period of three years he
supervised a technical staff of 25 people. Prior thereto he worked as a
cameraman and, prior thereto, as an import/export broker.

MARVIN P. LOEB had been the Chairman and the President of the Company since
1979 and 1980, respectively, until his resignation in November 1996. Since 1980,
he has been Chairman of Trimedyne, Inc., a publicly held corporation involved in
the manufacture of medical lasers ("Trimedyne"). He has also been a director of
Pharmos, Inc. (formerly Pharmatec, Inc.), a publicly-held company which is
developing drugs and drug delivery systems since December 1982 and Chairman from
that date until October 1992. Mr. Loeb was a Director of Gynex Pharmaceuticals,
Inc. (now Biotechnology General Corporation), a publicly-held company developing
reproductive products, from April 1986 until August 1993, and was its Chairman
from April 1986 to August 1992. From April 1986 to June 1994, he was Chairman
and a Director of Xtramedics, Inc. (now Athena Medical Corporation), a publicly
held company which is engaged in the development of a feminine hygiene product.
Mr. Loeb was Chairman and a director from 1988 to June 1993 of Contracap, Inc.,
a publicly held company, which was developing a contraceptive device and is now
inactive. Mr. Loeb was Chairman from 1983 to April 1986 and Vice Chairman from
April 1987 to April 1992 of Petrogen, Inc., a privately held company which was
developing genetically engineered bacteria for oil and toxic waste cleanup and
is now inactive. Since May 1986, he has been Chairman and director of
Cardiomedics, Inc., a privately held company which is developing circulatory
assist devices. Since November 1988, he has been Chairman of Ultramedics, Inc.,
a privately held company whose principal interest is its investment in
Cardiomedics, Inc. and which was formerly engaged in manufacturing ultraviolet
devices for medical use. Mr. Loeb has been President of Master Health Services,
Inc., a family held medical consulting firm, since 1973, and Marvin P. Loeb and
Company, a

13
<PAGE> 15

family held patent licensing firm, since 1983. Mr. Loeb holds an honorary Doctor
of Science Degree from Pacific State University and a Bachelor of Science Degree
from the University of Illinois.

RICHARD F. HOROWITZ has been a director of the Company since 1993. He has
been a director of Trimedyne since 1983. He was a director of Gynex from August
1988 to August 1992 and has been a Director of Ultramedics, Inc. since November
1988 and of Cardiomedics Inc. since 1992. Mr. Horowitz has been a practicing
attorney in New York City for the past 32 years. He has been a member of the
firm of Heller, Horowitz and Feit, P.C. & Feit) since January 1979. Heller,
Horowitz & Feit, P.C. has been securities counsel to the Company and to other
entities with which Mr. Loeb is associated. Mr. Horowitz is a graduate of
Columbia College and Columbia Law School.

DONALD BAKER has been a director of the Company since 1993. Mr. Baker
recently retired after 39 years as a partner of the law firm of Baker &
McKenzie. Mr. Baker recently retired as Secretary, General Counsel and a
Director of Air South, Inc., an airline operating in the Southeast. He holds a
J.D.S. degree from the University of Chicago Law School. He is a director of the
Mid-America Committee on International Business and Government Cooperation,
Chicago, and Cardiomedics, Inc., Santa Ana, California.

ALBERT VASQUEZ has been a director of the Company since April 1997. He has
been Managing Director of Chatsworth Capital Corporation since August 1996,
where he manages the Corporate Finance Department focusing on technology and
emerging growth companies. From 1989 until 1996, Mr. Vasques was Senior Vice
President of HSBC James Capel, a subsidiary of Hong Kong Shanghai bank, in which
capacity he was responsible for technology related equity private and public
offerings both domestically and internationally. Prior thereto, he was Director
of Capital Corp. International, a Hong Kong-based investment firm focusing on
LBO and MBO investment opportunities in the United States and the United
Kingdom. Mr. Vasquez spent four years at Booz, Allen & Hamilton working for the
Technology Management Group focusing on providing startegic management
consulting services and merger and acquisitions advisory services to
multinational corporations. Mr. Vasquez received his B.A. in mathematics from
Amherst College and an M.B.A. from the Wharton School of Business.

ERNIE MAURITSON has been the Company's controller since December 1996.
Prior thereto he was the controller at Penske Truck Leasing, which operates the
second largest full service equipment leasing business in the country, from 1994
until 1996. During 1993-1994 he was Chief Operating Officer at Custom Rotational
Molding, Inc., a plastic manufacturing and polymer processing company. From 1978
until 1993 he held positions at Dart International, a privately held
distribution company, as controller and Vice President Administration. Mr.
Mauritson holds a B.S. in business administration from the University of
Southern California.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the period from October 1, 1995 through December 31, 1996,
with the exception of a Form 4 for Mr. Loeb, and a Form 3 for Mr. Ackerman all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with. December 31,
1996,

14
<PAGE> 16

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued by the
Company during the three fiscal years ended December 31, 1996 to its President
and Chief Executive Officer. No employee of the Company received compensation in
excess of $100,000 per year during these periods.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
RESTRICTED
YEAR SALARY BONUS STOCK AWARDS
---- ------- ----- ------------
<S> <C> <C> <C> <C>
Marvin P. Loeb............................... 1996 -0- -0- $ 62,500
John Ackerman................................ 1996 $11,200 -0- -0-
1995 -0- -0- -0-
1994 -0- -0- -0-
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth, as of March 31, 1997, information regarding the
beneficial ownership of the Company's Common Stock based upon the most recent
information available to the Company for (i) each person known by the Company to
own beneficially more than five (5%) percent of the Company's outstanding Common
Stock, (ii) each of the Company's officers and directors and (iii) all officers
and directors of the Company as a group. Unless otherwise indicated in the
footnotes, the address for all parties is c/o COMC, Inc., 400 N. Glenoaks
Boulevard, Burbank, California 91502.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME AND ADDRESS OF OWNER SHARES(1) CLASS
-------------------------------------------------------------- ---------- ----------
<S> <C> <C>
John Ackerman................................................. 10,000,000 80%
Marvin P. Loeb(2)............................................. 1,118,278 9%
Richard F. Horowitz(3)........................................ 373,000(3) 3%
292 Madison Avenue
New York, NY 10017
Donald Baker.................................................. 20,000 *
Albert Vazques................................................ -0- *
Ernie Mauritson............................................... 2,500 *
All Officers and Directors as a Group (6 persons)(2)(3)....... 11,513,778 92%
</TABLE>

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

* Less than one percent.

(1) Unless otherwise indicated, all shares are owned beneficially and of record.

(2) Includes 56,127 shares owned by The Marvin P. Loeb Irrevocable Living Trust,
of which Mr. Loeb is the sole trustee and by Mr. Loeb as nominee for his
children. Mr. Loeb disclaims beneficial ownership in such shares.

(3) Includes 17,300 shares beneficially owned by the law firm of Heller,
Horowitz & Feit, P.C, of which Mr. Horowitz is a principal.

15
<PAGE> 17

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Not applicable.

Dated:
----------------------------------- , 1997
Burbank, California

16
<PAGE> 18

COMC, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
<PAGE> 19

COMC, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<S> <C>
Reports of Independent Auditors................................................ F-1 and F-2
Consolidated Balance Sheets as of December 31, 1996 and 1995................... F-3
Consolidated Statements of Operations For the Years Ended December 31, 1996 and
1995......................................................................... F-4
Consolidated Statement of Stockholders' Equity For the Years Ended December 31,
1996 and 1995................................................................ F-5
Consolidated Statements of Cash Flows For the Years Ended December 31, 1996 and
1995......................................................................... F-6
Notes to Consolidated Financial Statements..................................... F-7
</TABLE>
<PAGE> 20

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
COMC, Inc.

We have audited the accompanying consolidated balance sheet of COMC, INC.
and subsidiary as of December 31, 1996, and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended.
These 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 audit. The financial statements of Complete
Communications Incorporated as of December 31, 1995 and for the year then ended,
were audited by other auditors whose report dated July 23, 1996, expressed an
unqualified opinion on those statements.

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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of COMC, INC.
and subsidiary as of December 31, 1996, and the results of operations,
stockholders' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Hollander, Gilbert & Co.

Los Angeles, California
March 17, 1997

F-1
<PAGE> 21

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
Complete Communications Incorporated

We have audited the accompanying balance sheet of Complete Communications
Incorporated as of
December 31, 1995, and the related statements of operations, stockholders'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Complete Communications
Incorporated as of December 31, 1995, and the results of operations,
stockholders' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Oppenheim & Ostrick, C.P.A.'s

Culver City, California
July 23, 1996

F-2
<PAGE> 22

COMC, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents......................................... $ 57,180 $ 172,350
Securities available for sale..................................... 2,156
Accounts receivable............................................... 738,724 775,068
Inventories....................................................... 97,040
Prepaid expenses and other currents assets........................ 21,103 36,052
---------- ----------
TOTAL CURRENT ASSETS...................................... 914,047 985,626
PROPERTY AND EQUIPMENT, Net (Note 2)................................ 115,177 122,940
OTHER ASSETS
Deposits.......................................................... 17,825 17,825
---------- ----------
$1,047,049 $1,126,391
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.................................................. $ 192,284 $ 171,779
Accrued expenses.................................................. 47,323 165,864
Income taxes payable (Note 5)..................................... 2,045
Deferred income tax (Note 5)...................................... 4,352
Current portion of long-term debt (Note 3)........................ 50,000
Notes payable (Note 3)............................................ 300,000 250,000
---------- ----------
TOTAL CURRENT LIABILITIES................................. 591,652 591,995
---------- ----------
LONG-TERM DEBT, net of current portion (Note 3)..................... 166,667
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (Note 4)
Common stock -- authorized 40,000,000 shares, $.01 par value,
issued and outstanding -- 12,498,107 shares in 1996 and
10,000,000 shares in 1995...................................... 124,981 100,000
Additional paid-in capital........................................ 210,022 (99,000)
Unrealized gain on securities..................................... 7,619
Retained earnings (Accumulated deficit)........................... (46,273) 525,777
---------- ----------
TOTAL STOCKHOLDERS' EQUITY................................ 288,730 534,396
---------- ----------
$1,047,049 $1,126,391
========== ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-3
<PAGE> 23

COMC, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
REVENUES............................................................ $3,033,583 $3,081,440
COST OF REVENUES.................................................... 2,142,131 1,757,783
---------- ----------
GROSS PROFIT........................................................ 891,452 1,323,657
OPERATING EXPENSES.................................................. 929,986 808,057
---------- ----------
OPERATING INCOME (LOSS)............................................. (38,534) 515,600
OTHER INCOME (EXPENSE)
Interest income................................................... 2,462 547
Other income...................................................... 6,115 5,808
Interest expense.................................................. (42,370) (2,047)
Non-recurring charges............................................. (47,772) (207,500)
---------- ----------
TOTAL OTHER INCOME (EXPENSE).............................. (81,565) (203,192)
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES................................... (120,099) 312,408
INCOME TAXES........................................................ 2,446 5,000
---------- ----------
NET INCOME (LOSS)................................................... $ (122,545) $ 307,408
========== ==========
NET INCOME (LOSS) PER SHARE......................................... $ (.01) $ .03
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING................ 10,270,000 10,000,000
========== ==========
PRO FORMA:
Historical income (loss) before income taxes...................... $ (120,099) $ 312,408
Adjustment to officer's compensation.............................. (37,000)
---------- ----------
Pro forma income (loss) before income taxes....................... (157,099) 312,408
Pro forma income taxes (benefit) (Note 5)......................... (62,600) 132,600
---------- ----------
Pro forma net income.............................................. $ (94,499) $ 179,808
========== ==========
Pro forma net income (loss) per share............................. $ (.01) $ .02
========== ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-4
<PAGE> 24

COMC, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS UNREALIZED
--------------------- PAID-IN (ACCUMULATED GAIN ON
SHARES AMOUNT CAPITAL DEFICIT) SECURITIES TOTAL
---------- -------- ---------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1994.... 10,000,000 $100,000 $ (99,000) $ 592,671 $ 72 $ 593,743
Distribution to stockholder... (374,302) (374,302)
Unrealized gain on
securities.................. 7,547 7,547
Net income.................... 307,408 307,408
---------- -------- -------- --------- ------- ---------
BALANCE, December 31, 1995.... 10,000,000 100,000 (99,000) 525,777 7,619 534,396
Distribution to stockholder... (115,313) (115,313)
Undistributed earnings at
November 21, 1996
constructively distributed
to stockholder and followed
by a contribution to the
capital of the Company...... 334,192 (334,192)
Shares issued to pre-merger
stockholders of COMC,
Inc......................... 2,500,000 25,000 (25,000)
Repurchase of shares from
disserting stockholders..... (1,893) (19) (170) (189)
Decrease in unrealized gain on
securities.................. (7,619) (7,619)
Net loss...................... (122,545) (122,545)
---------- -------- -------- --------- ------- ---------
BALANCE, December 31, 1996.... 12,498,107 $124,981 $ 210,022 $ (46,273) $ 0 $ 288,730
========== ======== ======== ========= ======= =========
</TABLE>

F-5
<PAGE> 25

COMC, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................................... $(122,545) $ 307,408
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation...................................................... 49,387 30,553
Gain on securities................................................ (2,106)
Gain from disposal of property and equipment...................... (312) 0
(Increase) decrease in:
Accounts receivable............................................. 36,344 (274,027)
Securities available for sale................................... (5,463) 9,497
Inventories..................................................... (97,040) 0
Prepaid expenses and other current assets....................... 14,949 (29,439)
Deposits........................................................ (7,825)
Increase (decrease) in:
Account payable and accrued expenses............................ (98,036) 174,152
Income taxes payable and deferred income tax.................... (2,307) (2,870)
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.......... (225,023) 205,343
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment................................... (50,312) (134,688)
Proceeds from sale of property and equipment......................... 9,000 0
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES........................ (41,312) (134,688)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to stockholder.......................................... (115,313) (374,302)
Repurchase of common stock........................................... (189)
Proceeds from short-term borrowings.................................. 300,000 266,633
Principal payments on long-term borrowings........................... (33,333)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.......... 151,165 (107,669)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................... (115,170) (37,014)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR........................... 172,350 209,364
--------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR................................. $ 57,180 $ 172,350
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the year for interest....................... $ 38,047 $ 2,911
========= =========
Cash paid during the year for income taxes................... $ 2,720 $ 5,437
========= =========
</TABLE>

F-6
<PAGE> 26

COMC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in December 1978. Initially, its purpose was
the research and development of medical technologies for the treatment of cancer
and other conditions. On March 25, 1987, the Company commenced an initial public
offering of its securities in which it raised $4,500,000. Because the Company
was unable to raise capital to continue the clinical trials with respect to the
medical device for cancer treatment which it had designed, in the spring of
1992, it ceased its operations. As a consequence, the Board of Directors of the
Company began to investigate the possibility of a new business direction and to
search for viable acquisition or merger candidates which would enable the
Company to maximize value to shareholders. In 1992, the Company ceased making
the required public filings under the Securities and Exchange Act of 1934, as
amended.

On November 21, 1996 the Company acquired 100% interest in Complete
Communications Incorporated (CCI) for 10,000,000 shares of the Company's Common
Stock (after the reverse stock split). Upon closing the sole selling shareholder
owned 80% of the Company's Common Stock. Effective as of the closing date the
acquisition is considered a reverse acquisition whereas the CCI is deemed the
accounting acquiror and the financial statements in 1996 and 1995 are those of
CCI.

CCI, a California corporation, provides voice and data services, to major
companies that are undergoing changes in their telecommunications and data
communication infrastructures. It assists its clients by being a full-service
provider in the area of computer networks and telephone systems.

Principles of Consolidation -- The consolidated financial statements
include the accounts of COMC, Inc. and Complete Communications Incorporated, its
wholly-owned subsidiary (collectively, the "Company"). All significant
intercompany transactions and balances have been eliminated.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Impairment of Long-Lived Assets -- Effective January 1, 1996, the Company
adopted Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
This statement provides guidelines for recognition of impairment losses related
to long-term assets. A loss is recognized when expected undiscounted future cash
flows are less than the carrying amount of the asset. The impairment loss is the
difference by which the carrying amount of the asset exceeds its fair value. The
adoption of this standard did not have a material effect on the Company's
consolidated financial statements.

Stock-Based Compensation -- Effective January 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement No. 123"). This statement encourages, but does not
require, a fair value based method of accounting for employee stock options. The
Company elected to continue to measure compensation costs under APB Opinion No.
25, "Accounting for Stock Issued to Employees" and to comply with the pro forma
disclosure requirements of Statement No. 123. The adoption of this statement had
no impact on the Company's consolidated financial statements. The Company did
not grant any options during the years ended December 31, 1996 and 1995.

Cash Equivalents -- The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.

Inventories -- Inventories consisting of various parts and equipment for
sale are stated at the lower of cost or market determined on a first-in,
first-out (FIFO) basis.

F-7
<PAGE> 27

COMC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment -- Property and equipment is stated at cost.
Depreciation is computed on the straight-line method over estimated useful lives
ranging from 5 to 7 years. Leasehold improvements are amortized using the
straight-line method over the term of the lease or the useful life of the asset,
whichever is shorter.

Net Income (loss) Per Share -- Net income (loss) per share is based upon
the weighted average number of common shares outstanding during the periods
presented.

The pro forma net income (loss) per share information for the years ended
December 31, 1996 and 1995 gives effect to the proposed level of officer's
compensation at a base of $104,000 plus 1% of gross revenues per annum net of
amounts already charged to operations, and pro forma income taxes assuming the
Company was subject to federal and state income taxes.

Revenue Recognition -- Contract revenue is recognized principally on the
percentage-of-completion method in the ratio that cost incurred bears to
estimated cost at completion. Other revenue is recorded on the basis of shipment
of products or performance of services. The Company generally enters into
short-term contracts, less than one year. As of December 31, 1996 and 1995,
there were no contracts in progress.

Non-Recurring Charges -- In 1995, the Company incurred $207,500 in
consulting fees in the search, negotiation and acquisition of publicly held
shell companies. The purpose was to raise equity capital to develop new product
lines. In 1996, the Company incurred $47,772 in legal, accounting and consulting
fees in its acquisition of COMC, Inc., a publicly held shell company.

Concentration of Credit Risk -- The Company makes periodic evaluations of
the creditworthiness of its customers and generally does not require collateral.
To date, the Company has not experienced any material bad debts or collection
problems. As of December 31, 1996, two customers accounted for 43% and 12%,
respectively, of total accounts receivable and 15% and 13% as of December 31,
1995, respectively.

Reclassifications -- Certain 1995 balances have been reclassified to
conform with the current year's presentation.

2. PROPERTY AND EQUIPMENT

Property and Equipment consisted of the following at December 31, 1996 and
1995:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Office Furniture & Equipment................................... $ 192,905 $ 151,618
Machinery and Equipment........................................ 3,902
Leasehold Improvements......................................... 8,639 8,639
Vehicle........................................................ 15,000
-------- --------
205,446 175,257
Less: accumulated depreciation....................... 90,269 52,317
-------- --------
$ 115,177 $ 122,940
======== ========
</TABLE>

3. NOTES PAYABLE AND LONG-TERM DEBT

In 1996, the Company entered into two revolving lines of credit agreement
with a bank which provide for borrowings up to $100,000 and $200,000,
respectively. Interest is payable monthly at the bank's prime rate (8.25% at
December 31, 1996) plus 2.5%. The lines of credit expire on April 10, 1997. The
Company had outstanding borrowings of $100,000 and $200,000, respectively, on
each line of credit as of December 31, 1996.

In 1995, the Company entered into a revolving line of credit agreement with
a bank providing for borrowings up to $250,000, interest payable monthly at the
bank's prime rate plus 1.5%. In April 1996, the

F-8
<PAGE> 28

COMC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company converted the outstanding balance on the line of credit into a $250,000
term loan agreement with the same bank, principal payable in monthly installment
of $4,167 and interest at the bank's prime rate (8.25% at December 31, 1996)
plus 2.5%. The note matures on April 15, 2001. As of December 31, 1996, the
Company had an outstanding balance of $216,667 on the term loan.

The aforementioned lines of credit and term loan are secured by all assets
of the Company, guaranteed by the majority stockholder of the Company and
contain certain financial covenants and restrictions. As of December 31, 1996,
the Company was in compliance with such covenants and restrictions.

Annual maturities of long-term debt for years ending December 31, are as
follows:

4. STOCKHOLDERS' EQUITY

In November 1996, the Board of Directors of the Company and the holders of
two thirds of the shares entitled to vote thereon adopted an amendment to the
Articles of Incorporation of the Company to (i) effect a one for ten reverse
stock split of she Company's currently issued and outstanding Common Stock, (ii)
increase the number of shares of Common Stock the Company is authorized to issue
to 40,000,000, (iii) change the Company's name to COMC, INC., and (iv) eliminate
the Class B Common Stock. Prior to the adoption, the Company was authorized to
issue 20,000,000 shares of Common Stock, $01 par value and 2,250,000 shares of
Class B Common Stock, $.01 par value.

Shares of Common Stock and Class B Common Stock carried identical rights,
except that holders of Class B Common Stock were entitled to elect a majority of
the Company's Board of Directors, and the Class B Common Stock was convertible
on a share-for-share basis at any time into common stock. Total shares increased
by 625,000 shares at $.01 per shares or $62,500 related to the reverse
acquisition, $25,000 shares of common stock and 100,000 shares of Class B common
stock were issued for funding the acquisition.

5. INCOME TAXES

On August 5, 1992, the Company elected to be taxed under the provisions of
Subchapter S of the Internal revenue Code. Under those provisions, the Company
generally does not pay federal corporate income taxes on its taxable income.
Instead, the stockholders are liable for individual federal income taxes on
their respective share of the Company's taxable income. Certain states do not
recognize the Subchapter S election and, accordingly, require the payment of
taxes by the Company. The Company reported its income on a cash basis for income
tax purposes until December 31, 1995. Effective January 1, 1996, the Company
changed its accounting method to accrual basis for income tax purposes. On
November 21, 1996, the Company terminated its status as an S corporation.

The income taxes consisted of state income taxes of $2,446 and $5,000 for
the years ended December 31, 1996 and 1995, respectively.

F-9
<PAGE> 29

COMC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of deferred taxes were as follows at December 31, 1996 and
1995:

<TABLE>
<CAPTION>
1996 1995
-------- -------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward............................... $ 10,039 $ 0
Valuation allowance........................................... (10,039) 0
-------- -------
Deferred tax liability:
Accruals recognized in different periods for tax purposes..... 0 4,352
-------- -------
Net deferred taxes.................................... $ 0 $(4,352)
======== =======
</TABLE>

As of December 31, 1996, the Company had a net operating loss carryforward
of approximately $44,000 for federal tax purposes which is available to offset
future taxable income, if any, through 2011. The Company has established a
valuation allowance against this deferred asset.

Pro forma income taxes -- The pro forma information presented in the
statements of operations reflect pro forma income taxes assuming the Company was
subject to federal and state income taxes in 1996 and 1995.

Pro forma income taxes (benefit) amounted to $(62,600) in 1996 and $132,600
in 1995. The pro forma income taxes differs from the expected tax expense
(benefit) (computed by applying the federal corporate tax rate of 34% to income
before income taxes) as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Expected tax expense (benefit)................................. $(53,000) $106,000
State income tax, net of federal tax benefit................... (9,600) 21,000
Other.......................................................... 5,600
-------- --------
$(62,600) $132,600
======== ========
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

Operating Lease -- The majority stockholder on behalf of the Company leases
its office, under operating lease with initial term of five years with an option
for an additional five years or a right of first refusal to purchase the
building. Future minimum lease payments by year and in the aggregate, under
noncancelable operating leases with initial or remaining lease terms in excess
of one year, consisted of the following at December 31, 1996:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------
<S> <C>
1997.............................................................. $ 42,019
1998.............................................................. 44,119
1999.............................................................. 46,326
2000.............................................................. 11,721
--------
$ 144,185
========
</TABLE>

Rent expense for the years ended December 31, 1996 and 1995 was $44,141 and
$35,126, respectively.

7. MAJOR CUSTOMERS

Two customers accounted for approximately 33% and 17% of revenues for the
year ended December 31, 1996, respectively, and 57% and 33% for the year ended
December 31, 1995, respectively.

F-10
<PAGE> 30

COMC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. PENDING ACQUISITION

In December 1996, the Company entered into a letter of intent to acquire a
certain provider of interconnect services of voice and data for a cash payment
of $1,000,000 and the issuance of 450,000 shares of common stock as well as
payment of $960,000 over four years under employment and consulting agreements
with its principals. Consummation of the transaction is contingent upon
financing arrangements and the satisfactory completion of due diligence of the
acquiree's affairs.

F-11
<PAGE> 31

ATTACHMENT A

<TABLE>
<S> <C> <C>
Form BCA-10.30 ARTICLES OF AMENDMENT File #
(Rev.Jan 1995)
- ---------------------------------------------------------------------------------------------
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State
-------------------------------
Department of Business Services This space for use by Secretary
Springfield, IL 62756 of State
Tel. (217) 782-1832
Date
- -------------------------------
Remit payment in check or Franchise Tax $
money order, payable to Filing Fee* $
"Secretary of State." Penalty $
*The filing fee for articles
of amendment -- $25.00 Approved:
</TABLE>

CORPORATE NAME:
- --------------------------------------------- (Note 1)

MANNER OF ADOPTION OF AMENDMENT: The following amendment of the
Articles of Incorporation was
adopted on , 19 in
the manner indicated below.
("X" one box only)

[ ] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)

[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 3)

[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 4)

[ ] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Notes 4&5)

[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been by all
the shareholders entitled to vote on this amendment.
(Note 5)

i. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:

------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2

F-12
<PAGE> 32

TEXT OF AMENDMENT

RESOLVED, that prior to the filing of this amendment, there were authorized
for issuance 40,000,000 shares of Common Stock, par value $0.01, of which
12,498,107 shares of Common Stock were issued and outstanding; that the
corporation wishes to (i) effectuate a one for four reverse stock split with
respect to the issued and outstanding shares of Common Stock and (ii) authorize
the issuance of Preferred Stock; and that to that end, ARTICLE V shall be
amended to read as follows:

ARTICLE V

The aggregate number of shares which the corporation shall be
authorized to issue shall be FIFTY MILLION (50,000,000) consisting of FORTY
MILLION (40,000,000) shares of Common Stock, par value $0.01, and TEN
MILLION (10,000,000) shares of Preferred Stock, par value $0.01. Shares of
Preferred Stock may be issued from time to time in one or more series as
may from time to time be determined by the Board of Directors, each of said
series to be distinctly designated. The voting powers and the preferences
and relative, participating, optional and other special rights of each such
series, and the qualifications, limitations or restrictions thereof, if
any, may differ from those of any and all other series at any time
outstanding; and the Board of Directors of the Corporation is hereby
expressly granted authority to fix by resolution or resolutions adopted
prior to the issuance of any shares of a particular series of Preferred
Stock, the voting powers and the designation, preferences and relative,
optional and other special rights, and the qualifications, limitations and
restrictions of such series issuance of any shares. At 5:00 p.m. on the
date of the filing of these Articles of Amendment to its Articles of
Incorporation all issued and outstanding shares of Common Stock shall
without further action by the holders thereof or the corporation be
combined at the rate of 0.25 (twenty-five one hundredth) for one. No
fractional shares shall be issued. All fractional shares shall be increased
to the next higher whole number of shares.

b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)

ii. or a reduction of the number of authorized shares of any class below the
number of issued shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No change")

iii. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")

(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")

<TABLE>
<CAPTION>
BEFORE AMENDMENT AFTER AMENDMENT
<S> <C> <C>
Paid-in Capital................................... $ $
---------------- ---------------
</TABLE>

(COMPLETE EITHER 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)

iv. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.

Dated _______ , 19 _____________________________________________________________
(Exact Name of Corporation at date of execution)

attested by _________________________________ by _______________________________
(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)

________________________________________ ____________________________________
(Type or Print Name and Title) (Type or Print Name and Title)

v. If amendment is authorized pursuant to Section 10.10 by the incorporators
must sign below, and type or print name and title.

F-13
<PAGE> 33

If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors as may
be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.

Dated __________, 19__

F-14
<PAGE> 34

ATTACHMENT B

THIS PLAN AND AGREEMENT OF MERGER by and between COMC, INC., an Illinois
corporation (herein sometimes called the "Illinois Corporation") and COMC, INC.,
a Delaware corporation (herein sometimes called the "Delaware Corporation")

W I T N E S S E T H :

WHEREAS, the Illinois Corporation was incorporated by the filing of a
Certificate of Incorporation in the office of the Secretary of State of the
State of Illinois in December 1978 under the name Automedix Sciences, Inc., the
total number of shares which it is authorized to issue is 40,000,000 shares of
Common Stock and the total number of shares which are issued and outstanding is
12,498,107 shares of Common Stock (approximately 3,124,527 if a proposal for a
four for one reverse stock split is approved by the Illinois Corporation's
shareholders);

WHEREAS, the Delaware corporation was incorporated on May , 1997 under
the provisions of the General corporation Law of the State of Delaware; its
registered office in Delaware is in the City of Dover, County of Kent; the total
number of shares which it is authorized to issue is 40,000,000 Common Stock, par
value $.01 per share and 10,000,000 shares of Preferred Stock; and

WHEREAS, the laws of the State of Delaware and Illinois permit the merger
of said corporations (herein sometimes called the "constituent corporations")
into a single corporation; and

WHEREAS, it is deemed advisable by the Board of Directors of each of the
constituent corporations that the Delaware Corporation merge the Illinois
Corporation into the Delaware Corporation;

NOW, THEREFORE, it is agreed as follows:

1. The Illinois corporation as of the Effective Date shall be and hereby
is merged pursuant to Section 252 of the General corporation Law of the State of
Delaware into the Delaware corporation. The Delaware Corporation shall be the
surviving corporation and it shall continue and shall be deemed to continue for
all purposes whatsoever after the merger with and into itself of the Illinois
Corporation. For convenience, the Delaware corporation, as it shall exist as the
surviving corporation after such merger, is hereinafter referred to as the
"Corporation".

2. The Merger shall become effective when this Agreement has been adopted
by the Illinois corporation and by the Delaware corporation and appropriate
documentation has been prepared and filed in accordance with the laws of the
States of Illinois and Delaware. For operational, accounting and bookkeeping
purposes, the time when the Merger shall become effective is referred to herein
as the "Effective Date" shall be the date fixed in accordance with the laws of
and the documentation filed with the state of incorporation of the Corporation.

3. After the Effective Date, the Corporation shall be governed by the laws
of the State of Delaware and its name shall continue to be COMC, Inc. The
present Certificate of Incorporation of the Delaware Corporation shall continue
to be the Certificate of Incorporation of the Corporation. The present By-Laws
of the Delaware corporation shall be and remain the By-Laws of the Corporation
and the existing By-Laws of the Illinois Corporation shall no longer be in
effect. The directors an officers of the Delaware Corporation immediately prior
to the Effective Date shall continue to be the directors of the Corporation upon
the Effective Date.

4. The 100 shares of stock of corporation which are outstanding
immediately prior to the Effective Date shall be canceled. Each share of Common
Stock of the Illinois corporation shall be converted into one share of Common
Stock of the Corporation.

5. Upon the Effective Date, the outstanding certificates for shares of the
Illinois Corporation's Common Stock will, until replaced by the corporation,
represent the same number of shares of Common Stock of the Corporation.
<PAGE> 35

6. This Agreement may be terminated and abandoned by action of the Board
of Directors of the Illinois Corporation or the Delaware Corporation at any time
prior to the Effective Date, for any reason whatsoever.

7. This Agreement, upon its being authorized, adopted, approved, signed
and acknowledged by each of the constituent corporations in accordance with the
laws under which it is formed, and filed in the office of the Secretary of State
of the State of Delaware, shall take effect and shall thereupon be deemed and
taken to be the Agreement and act of merger and consolidation of the constituent
corporations; and the organization and separate corporate existence of the
Illinois Corporation, except in so far as it may be continued by statute, shall
cease. The point of time at which the constituent corporations shall become a
single corporation is herein referred to as the effective date of this
Agreement.

8. Upon the Effective Date all and singular, the rights, capacity,
privileges, powers, franchises and authority of each of the constituent
corporations, and all property real, personal and mixed, and all debts,
obligations and liabilities, due to each of the constituent corporations on
whatever account as well as for subscriptions for shares as for all other
things, belonging to each of the constituent corporations shall be vested in the
corporation; and all such property, rights, capacity, privileges, powers,
franchises, authority and immunities and all and every other interest shall be
thereafter as fully and effectually the property of the corporation as though
they were the property of the several and respective constituent corporations,
and shall not revert or be in any way impaired by reason of the merger; provided
however, that all rights of the creditors of the constituent corporations shall
be preserved unimpaired and all debts, liabilities (including liability, if any,
to dissenting shareholders) and duties of the respective constituent
corporations shall thenceforth be attached to the corporation and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by the corporation.

9. The Illinois corporation agrees that from time to time as when it shall
be requested by the corporation or by its successors or assigns, it will execute
and deliver or cause to be executed and delivered all such other instruments and
will take or cause to be taken such further or other action as the corporation
may deem necessary or desirable in order to vest in and to confirm to the
corporation title to all of the property, capacity, privileges, powers,
franchises, authority, and immunities of the Illinois corporation and otherwise
to carry out the intent and purposes of the Agreement.

10. The corporation agrees that it may be served with process in the State
of Delaware or in the State of Illinois, in any proceeding for enforcement of
any obligation of the Illinois Corporation as well as for enforcement of any
obligation of the Corporation arising from the merger, including any suit or
other proceeding to enforce the right of any stockholder as determined in any
appraisal proceeding pursuant to Section of the Illinois Business
Corporation Act and shall irrevocably appoint the Secretary of State of the
State of Delaware as its agent in Delaware and the Secretary of State of the
State of Illinois as its agent in Illinois to accept service of process in any
such suit or other proceeding. The address to which a copy of such process shall
be mailed by the Secretary of State of the State of Delaware shall be c/o United
Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901, and by
the Secretary of State of the State of Illinois shall be .

11. The Corporation hereby reserves the right to amend, alter, change or
repeal any provisions contained in any of the articles of this Agreement or as
the same may hereafter be amended, in the manner now or hereafter provided by
the laws of the State of Delaware and all rights of the stockholders of the
corporation are granted subject to this reservation.

2
<PAGE> 36

IN WITNESS WHEREOF, we have signed this Agreement this day of
, 1997.

COMC, INC.
(an Illinois corporation)

By:
--------------------------------------
President

COMC, INC.
(a Delaware corporation)

By:
--------------------------------------
President

3
<PAGE> 37

ATTACHMENT C

CERTIFICATE OF INCORPORATION

COMC, INC.

FIRST: The name of the Corporation is COMC, INC., a corporation formed in
accordance with the General Corporation Law of Delaware.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 15 East North Street, Dover, Delaware 19901. The registered agent at
such address shall be United Corporate Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH: (a) The aggregate number of shares which the Corporation shall
have the authority to issue is 50,000,000, which are divided into 40,000,000
shares of Common Stock of par value of $.01 per share and 10,000,000 shares of
Preferred Stock of a par value of $.01 per share.

(b) PREFERRED STOCK. (1) Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
Board of Directors, each of said series to be distinctly designated. All shares
of any one series of Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends, if any, thereon shall be
cumulative, if made cumulative. The voting powers and the preferences and
relative, participating, optional and other special rights of each such series,
and the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding; and the Board of
Directors of the Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any shares of a
particular series of Preferred Stock, the voting powers and the designation,
preferences and relative, optional and other special rights, and the
qualifications, limitations and restrictions of such series, including, but
without limiting the generality of the foregoing, the following:

(A) The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors) or
decreased (but not below the number of shares thereof then outstanding)
from time to time by like action of the Board of Directors;

(B) The rate and times at which, and the terms and conditions on
which, dividends, if any, on Preferred Stock of such series shall be paid,
the extent of the preference or relations, if any, of such dividends to the
dividends payable on any other class or classes, or series of the same or
other classes of stock of the Corporation and the terms and conditions of
such conversion or exchange;

(C) The right, if any, of the holders of Preferred Stock of such
series to convert the same into or exchange the same for, shares of any
other class or classes or of any series of the same or any other class or
classes of stock of the Corporation and the terms and conditions of such
conversion or exchange;

(D) Whether or not Preferred Stock of such series shall be subject to
redemption, and the redemption price or prices and the prices and the time
or times at which, and the terms and conditions on which, Preferred Stock
of such series may be redeemed;

(E) The rights, if any, of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or winding-up,
of the Corporation;

(F) The terms of the sinking fund or redemption or purchase account,
if any, to be provided for the Preferred Stock of such series; and
<PAGE> 38

(G) The voting powers, if any, of the holders of such series of
Preferred Stock which may, without limiting the generality of the
foregoing, include the right, voting as a series or by itself or together
with other series of Preferred Stock or all series of Preferred Stock as a
class, to elect one or more directors of the Corporation if there shall
have been a default in the payment of dividends on any one or more series
of Preferred Stock or under such other circumstances and on such conditions
as the Board of Directors may determine.

(2) The relative powers, preferences and rights of each series of Preferred
Stock in relation to the powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from time to time by the Board
of Directors in the resolution or resolutions adopted pursuant to authority
granted in paragraph (b)(1) of this Paragraph FOURTH and the consent, by class
or series vote or otherwise, of the holders of such of the series of Preferred
Stock as are from time to time outstanding shall not be required for the
issuance by the Board of Directors of any other series of Preferred Stock
whether or not the powers, preferences and rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution or
resolutions as to any series of Preferred Stock adopted pursuant to
paragraph (b)(1) of this Paragraph FOURTH that the consent of the holders of a
majority (or such greater proportion as shall be therein fixed) of the
outstanding shares of such series voting therein shall be required for the
issuance of any or all other series of Preferred Stock.

(3) Subject to the provisions of subparagraph 2 of this paragraph (b),
shares of Common Stock or any series of Preferred Stock may be issued from time
to time as the Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of Directors.

(4) The authorized amount of shares of Common Stock and of Preferred Stock
may, without a class or series vote, be increased or decreased from time to time
by the affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote thereon. The total number of shares of stock which
the corporation shall have authority to issue is 2,000,000 shares, par value
$.01 per share.

FIFTH: The name and mailing address of the incorporator are as follows:

Louis A. Brilleman
292 Madison Avenue
New York, NY 10017

SIXTH: The original by-laws of the Corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter or repeal by-laws shall be in
the Directors of the Corporation.

SEVENTH: The business and affairs of the corporation shall be managed and
directed by a Board of Directors, which may be comprised of a single director,
the number of directors to be fixed by the by-laws.

A director, or former director, shall not be liable to the corporation or
to any of its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision shall not eliminate or limit the
liability of a director: (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under sec.174 of the General Corporation Law of the State of Delaware,
pertaining to the liability of directors for unlawful payment of dividends or
unlawful stock purchase or redemption; or (iv) for any transaction from which
the director derived an improper personal benefit.

IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this 7th day of May 1997.

/s/
--------------------------------------
Louis A. Brilleman, Incorporator

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ATTACHMENT D

BY-LAWS
OF
COMC, INC.
(A DELAWARE CORPORATION)

ARTICLE I. OFFICES

1. OFFICE.

The registered office of the corporation shall be located in the State of
Delaware, County of New Castle, City of Wilmington, and the name of the
registered agent at such office shall be United Corporate Services, Inc.

2. ADDITIONAL OFFICES.

The corporation may also have offices and places of business at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine or the business of the corporation may require.

ARTICLE II. STOCKHOLDERS

1. CERTIFICATES REPRESENTING SHARES.

Certificates representing shares shall set forth thereon the statements
prescribed by any applicable provision of law and shall be signed by the
Chairman of the Board of Directors, President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile thereof. The signature
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
corporation itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

A Certificate representing shares shall not be issued until the full amount
of consideration therefor has been paid except as the General Corporation Law
may otherwise permit.

No Certificate representing shares shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount, upon such terms and secured by such surety as the Board of
Directors may in its discretion require.

2. FRACTIONAL SHARE INTERESTS.

The corporation may issue certificates for fractions of a share where
necessary to effect transactions authorized by the General Corporation Law which
shall entitle the holder in proportion to his fractional holdings, to exercise
voting rights, receive dividends and participate in liquidating distributions;
or it may pay in cash the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may issue scrip
in registered or bearer form over the manual or facsimile signature of an
officer of the corporation or of its agent, exchangeable as therein provided for
full shares, but such scrip shall not entitle the holder to any rights of a
stockholder except as therein provided.

3. SHARE TRANSFERS.

Upon compliance with provisions restricting the transferability of shares,
if any, transfers of shares of the corporation shall be made only on the share
record of the corporation by the registered holder thereof, or by
<PAGE> 40

his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation or with a transfer agent or a registrar,
if any, and on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS.

For the purpose of determining the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the directors
may fix, in advance, a date as the record date for any such determination of
stockholders. Such date shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no record date is fixed, the record date for the determination of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of stockholders
of record entitled to notice of or to vote at any meeting of stockholders has
been made as provided in this paragraph, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date under this
paragraph for the adjourned meeting.

MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice
of a meeting of stockholders or a waiver thereof or to participate or vote
thereat or to consent or dissent in writing in lieu of a meeting, as the case
may be, the term "share" or "shares" or "stockholder" or "stockholders" refers
to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
Certificate of Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights thereunder.

5. MEETINGS.

TIME. The annual meeting shall be held on the date fixed, from time to
time, by the directors, provided, that each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date fixed by the directors
except when the General Corporation Law confers the right to fix the date upon
stockholders.

PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, or, whenever
stockholders entitled to call a special meeting shall call the same, the meeting
shall be held at the office of the corporation in the State of Delaware.

CALL. Annual meetings may be called by the directors or by any officer
instructed by the directors to call the meeting or by the President. Special
meetings may be called in like manner except when the directors are required by
the General Corporation Law to call a meeting, or except when the stockholders
are entitled by said Law to demand the call of a meeting.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The notice of all
meetings shall be in writing, shall state the place, date, and hour of the
meeting, and shall state the name and capacity of the person issuing the same.
The notice for a special meeting shall indicate that it is being issued by or at
the direction of the person or persons calling the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. If any action is proposed
to be taken

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<PAGE> 41

which would, if taken, entitle stockholders to receive payment for their shares,
the notice shall include a statement of that purpose and to that effect. Except
as otherwise provided by the General Corporation Law, a copy of the notice of
any meeting shall be given, personally or by first class mail, not less than ten
days nor more than sixty days before the date of the meeting, unless the lapse
of the prescribed period of time shall have been waived, to each stockholder at
his record address or at such other address which he may have furnished by
notice in writing to the Secretary of the corporation. If a meeting is adjourned
to another time or place, and if any announcement of the adjourned time or place
is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix a new record date
for the adjourned meeting. Notice of a meeting need not be given to any
stockholder who submits a signed waiver of notice, in person or by proxy, before
or after the meeting. The attendance of a stockholder at a meeting, in person or
by proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting shall constitute a waiver of notice by him.

STOCKHOLDER LIST. There shall be prepared and made, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.

CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
any one of the following officers -- the Chairman of the Board, if any, the
President, a Vice President, or, if none of the foregoing is in office and
present, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as Secretary
of the meeting, but if neither the Secretary nor Assistant Secretary is present,
the chairman of the meeting shall appoint a Secretary of the meeting.

PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after the expiration of three years from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by the General
Corporation Law.

INSPECTORS OF ELECTION. The directors, in advance of any meeting, may
appoint one or more inspectors to act at the meeting or any adjournment thereof.
If inspectors are not so appointed, the person presiding at the meeting may,
and, on the request of any stockholder shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting or any stockholder entitled to vote thereat,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by him or them.

QUORUM. Except as the General Corporation Law and these By-Laws may
otherwise provide, the holders of a majority of the outstanding shares shall
constitute a quorum at a meeting of stockholders for the

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<PAGE> 42

transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any stockholders. The
stockholders present may adjourn the meeting despite the absence of a quorum.

VOTING. Each share shall entitle the holder thereof to one vote. In the
election of directors, a plurality of the votes cast shall elect. Any other
action shall be authorized by a majority of the votes cast except where the
Certificate of Incorporation or the General Corporation Law prescribe a
different proportion of votes.

6. STOCKHOLDER ACTION WITHOUT MEETINGS.

Any action required to be taken, or any action which may be taken, at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding stock having not less than one-half ( 1/2) of the votes entitled to
vote thereon had there been an actual meeting and they were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and shall be delivered to the corporation by delivery to
its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

ARTICLE III. BOARD OF DIRECTORS

1. FUNCTIONS AND DEFINITIONS.

The business of the corporation shall be managed by its Board of Directors.
The word "director" means any member of the Board of Directors. The use of the
phrase "entire board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER.

Each director shall be at least eighteen years of age. A director need not
be a stockholder.

The initial Board of Directors shall consist of one (1) person. Thereafter,
the number of directors constituting the entire board may be fixed from time to
time by action of the directors or of the stockholders. The number of directors
may be increased or decreased by action of directors or stockholders, provided
that any action of the directors to effect such increase or decrease shall
require the vote of a majority of the entire board. No decrease shall shorten
the term of any incumbent directors.

3. ELECTION AND TERM.

Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors have been elected and qualified. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors, newly created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote of
the remaining directors then in office, although less than a quorum exists.

4. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

PLACE. Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.

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CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office. A regular meeting
should be held quarterly.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral or
any other mode of notice of the time and place of special meetings shall be
given to each director twenty-four hours prior to the meeting. The notice of any
meeting need not specify the purpose of the meeting. Any requirement of
furnishing a notice shall be waived by any director who signs a waiver of notice
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.

QUORUM AND ACTION. A majority of the entire Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place. Except as otherwise provided herein or in any
applicable provision of law, the vote of a majority of the directors present at
the time of the vote at a meeting of the Board, if a quorum is present at such
time, shall be the action of the Board.

CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present,
shall preside at all meetings. Otherwise, the President, if present, or any
other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause or without cause by
the stockholders.

6. COMMITTEES OF DIRECTORS.

The Board of Directors may, by resolution passed by a majority of the
entire Board, designate from their number one or more directors to constitute an
Executive Committee which shall possess and may exercise all the powers and
authority of the Board of Directors in the management of the affairs of the
corporation between meetings of the Board (except to the extent prohibited by
applicable provisions of the General Corporation Law), and/or such other
committee or committees, which, to the extent provided in the resolution, shall
have and may exercise the powers of the Board of Directors in the management of
the business affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. All such committees shall serve
at the pleasure of the Board. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

7. CONFERENCE TELEPHONE.

Any one or more members of the Board of Directors or any committee thereof
may participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Such participation shall
constitute presence in person at such meeting.

8. ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or the committee, as the case may be, consent in writing to the
adoption of a resolution authorizing the action, and the resolution and the
written consents thereto are filed with the minutes of the proceedings of the
Board or committee.

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ARTICLE IV. OFFICERS

1. EXECUTIVE OFFICERS.

The directors may elect or appoint a Chairman of the Board of Directors, a
President, one or more Vice Presidents (one or more of whom may be denominated
"Executive Vice President"), a Secretary, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, and such other officers as they may
determine. Any two or more offices may be held by the same person.

2. TERM OF OFFICE; REMOVAL.

Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next meeting of stockholders and until his successor has been
elected and qualified. The Board of Directors may remove any officer for cause
or without cause.

3. AUTHORITY AND DUTIES.

All officers, as between themselves and the corporation, shall have such
authority and perform such duties in the management of the corporation as may be
provided in these By-Laws, or, to the extent not so provided, by the Board of
Directors.

4. THE PRESIDENT.

The President shall be the chief executive officer of the corporation.
Subject to the direction and control of the Board of Directors, he shall be in
general charge of the business and affairs of the corporation.

5. VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or
disability of the President shall perform the duties and exercise the power of
the President, in the order of their seniority, and shall perform such other
duties as the Board of Directors shall prescribe.

6. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the corporation and
affix it to any instrument when authorized by the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors.

7. THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds, and
other valuable effects, including securities, and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation. If
required by the Board of Directors, the Treasurer shall give the corporation a
bond for such term, in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

ARTICLE V. BOOKS AND RECORDS

The books of the corporation may be kept within or without the State of
Delaware, at such place or places as the Board of Directors may, from time to
time, determine. Any of the foregoing books, minutes, or records

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<PAGE> 45

may be in written form or in any other form capable of being converted into
written form within a reasonable time.

ARTICLE VI. CORPORATE SEAL

The corporate seal, if any, shall be in such form as the Board of Directors
shall prescribe.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall be as fixed by the Board of
Directors.

ARTICLE VIII. CONTROL OVER BY-LAWS

The stockholders entitled to vote in the election of directors or the
directors may amend or repeal the By-Laws and may adopt new By-Laws.

ARTICLE IX. INDEMNITY

Any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, join venture, trust or other enterprise
(including employee benefit plans) (hereinafter an "indemnitee"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification than
permitted prior thereto), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such indemnitee in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful. The termination of the proceeding, whether by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe such conduct was
unlawful.

Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including employee benefit plans) shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court in which such suit or action was
brought, shall determine upon application, that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
shall deem proper.

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<PAGE> 46

All reasonable expenses incurred by or on behalf of the indemnitee in
connection with any suit, action or proceeding, may be advanced to the
indemnitee by the corporation.

The rights to indemnification and to advancement of expenses conferred in
this section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, the certificate of incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The indemnification and advancement of expenses provided by this section
shall continue as to a person who has ceased to be a director officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

If any provision of this Article is determined to be unenforceable in whole
or in part, such provision shall nonetheless be enforced to the fullest extent
permissible it being the intent of this Article to provide indemnification to
all persons eligible hereunder to the fullest extent permitted under law.
Accordingly, if the law is changed in any way, whether by act of the Legislature
or by a court, these provisions shall be deemed amended to include such changes.

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ATTACHMENT E

ILLINOIS RIGHT TO DISSENT

SECTION 11.65. RIGHT TO DISSENT.

(a) A shareholder of a corporation is entitled to dissent from, and obtain
payment for his or her shares in the event of any of the following corporate
actions:

(1) consummation of a plan of merger or consolidation or a plan of
share exchange to which the corporation is a party of;

(i) shareholder authorization is required for the merger or
consolidation or the share exchange by Section 11.20 or the articles of
incorporation; or

(ii) the corporation is a subsidiary that is merged with its parent
or another subsidiary under Section 11.30;

(2) consummation of sale, lease or exchange of all, or substantially
all, of the property and assets of the corporation other than in the usual
and regular course of business;

(3) an amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:

(i) alters or abolishes a preferential right of such shares;

(ii) alters of abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of such shares; or

(4) any other corporate action taken pursuant to a shareholder vote if
the articles of incorporation, by-laws, or a resolution of the board of
directors provide that shareholders are entitled to dissent and obtain
payment for their shares in accordance with the procedures set forth in
Section 11.70 or as may be otherwise provided in the articles, by-laws or
resolution.

(b) A shareholder entitled to dissent and obtain payment for his or her
shares under this Section may not challenge the corporate action creating his or
her entitlement unless the action is fraudulent with respect to the shareholder
or the corporation or constitutes a breach of a fiduciary duty owed to the
shareholder.

(c) A record owner of shares may assert dissenter's rights as to fewer than
all the shares recorded in such person's name only if such person dissents with
respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf
the record owner asserts dissenter's rights. The rights of a partial dissenter
are determined as if the shares as to which dissent is made and other shares
were recorded in the names of different shareholders. A beneficial owner of
shares who is not the record owner may assert dissenters' rights as to shares
held on such person's behalf only in the beneficial owner submits to the
corporation the record owner's written consent to the dissent before or at the
same time the beneficial owner asserts dissenters' rights. Amended by P.A.
85-1269, eff. Jan. 1, 1989.

SECTION 11.70. PROCEDURE TO DISSENT.

(a) If the corporate action giving rise to the right to dissent is to be
approved at meeting of shareholders, the notice of meeting shall inform the
shareholders of their right to dissent and the procedure to dissent. If, prior
to the meeting, the corporation furnishes to the shareholders material
information with respect to the transaction that will objectively enable a
shareholder to vote on the transaction and to determine whether or not to
exercise dissenters' rights, a shareholder may assert dissenters' rights only if
he or she delivers to the corporation before the vote is taken a written demand
for payment for his or her shares is the proposed action is consummated, and the
shareholder does not vote in favor of the proposed action.

(b) If the corporate action giving rise to the right to dissent is not to
be approved at a meeting of shareholders, the notice to shareholders describing
the action taken under Section 11.30 or Section 7.10 shall
<PAGE> 48

inform the shareholders of their right to dissent and the procedure to dissent.
If, prior to or concurrently with the notice, the corporation furnishes to the
shareholders material information with respect to the transaction that will
objectively enable a shareholder to determine whether or not to exercise
dissenters' rights, a shareholder may assert dissenters' rights only if he or
she delivers to the corporation within 30 days from the date of mailing the
notice a written demand for payment for his or her shares.

(c) Within 10 days after the date on which the corporate action giving rise
to the right to dissent is effective or 30 days after the shareholder delivers
to the corporation the written demand for payment, whichever is later, the
corporation shall sen each shareholder who has delivered a written demand for
payment a statement setting forth the opinion of the corporation as to the
estimated fair value of the shares, the corporation's latest balance sheet as of
the end of a fiscal year ending not earlier than 16 months before the delivery
of the statement, together with the statement of income for that year and the
latest available interim financial statements, and either a commitment to pay
for the shares of dissenting shareholder at the estimated fair value thereof
upon transmittal to the corporation of the certificate or certificates, or other
evidence of ownership, with respect to the shares, or instructions to the
dissenting shareholder to sell his or her shares within 10 days after delivery
of the corporation's statement to the shareholder. The corporation may instruct
the shareholder to sell only if there is public market for the shares at which
the shares may be readily sold. If the shareholder does not sell within that 10
day period after being so instructed by the corporation, for purposes of this
Section the shareholder shall be deemed to have sold his or her shares at the
average closing price of the shares, if listed on a national exchange, or the
average of the bid and asked price with respect to the shares quoted by a
principal market maker, if not listed on a national exchange, during that 10 day
period.

(d) A shareholder who makes written demand for payment under this Section
retains all other rights of a shareholder until those rights are canceled or
modified by the consummation of the proposed corporate action. Upon consummation
of that action, the corporation shall pay to each dissenter who transmits to the
corporation the certificate of other evidence of ownership of the shares the
amount the corporation estimates to be the fail value of the shares, plus
accrued interest, accompanied by a written explanation of how the interest was
calculated.

(e) If the shareholder does not agree with the opinion of the corporation
as to the estimated fair value of the shares or the amount of interest due, the
shareholder, within 30 days from the delivery of the corporation's statement of
value, shall notify the corporation in writing of the shareholder's estimated
fair value and amount of interest due and demand payment for the difference
between the shareholder's estimate of fair value and interest due and amount of
the payment by the corporation or the proceeds of sale by the shareholder,
whichever is applicable because of the procedure for which the corporation opted
pursuant to subsection (c).

(f) If, within 60 days from delivery to the corporation of the shareholder
notification of estimate of fair value of the shares and interest due, the
corporation and the dissenting shareholder have not agreed in writing upon the
fair value of the shares and interest due, the corporation shall either pay the
difference in value demanded by the shareholder, with interest, or file a
petition in the circuit court of the county in which either the registered
office or the principal office of the corporation is located, requesting the
court to determine the fair value of the shares and interest due. The
corporation shall make all dissenters, whether or not residents of this state,
whose demands remain unsettled parties to the proceeding as an action against
their shares and all parties shall be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by publication as
provided by law. Failure of the corporation to commence an action pursuant to
this Section shall not limit or affect the right of the dissenting shareholders
to otherwise commence an action as permitted by law.

(g) The jurisdiction of the court in which the proceeding is commenced
under subsection (f) by a corporation is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision of the question of fair value. The appraisers have the power described
in the order appointing them, or in any amendment to it.

(h) Each dissenter made a party to the proceeding is entitled to judgment
for the amount, if any, by which the court finds that the fair value or his or
her shares, plus interest, exceeds the amount paid by the corporation of the
proceeds of sale by the shareholder, whichever amount is applicable.

2
<PAGE> 49

(i) The court, in a proceeding commenced under subsection (f), shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of the appraiser, if any, appointed by the court under subsection (g),
but shall exclude the fees and expenses of counsel and experts for the
respective parties. If the fair value of the shares as determined by the court
materially exceeds the amount which the corporation estimated to be the fair
value of the shares or if not estimate was made in accordance with subsection
(c), then all or any part of the costs may be assessed against he corporation.
If the amount which any dissenter estimated to be the fair value of the shares
materially exceeds the fair value of the shares as determined by the court, then
all or any part of the costs may be assessed against that dissenter. The court
may also assess the fees and expenses of counsel and experts for the respective
parties, in amounts the court finds equitable, as follows:

(1) Against the corporation and in favor of any or all dissenters if
the court finds that the corporation did not substantially comply with the
requirements of subsection (a), (b), (c), (d) or (f).

(2) Against either the corporation or a dissenter and in favor of any
other party if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by this Section.

If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and the fees for
those services should not be assessed against the corporation, the court may
award to the counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who are benefitted. Except as otherwise provided in this Section,
the practice, procedure, judgment and costs shall be governed by the Code of
Civil Procedure.

(j) As used in this Section;

(1) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the consummation of the corporate
action to which the dissenter objects excluding any appreciation or
depreciation in anticipation of the corporate action, unless exclusion
would be inequitable.

(2) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans, or, if none, at a rate that is
fair and equitable under all the circumstances.