<PAGE>
AMENDED STOCK PURCHASE AND SALE AGREEMENT
THIS AMENDED STOCK PURCHASE AGREEMENT AND SALE AGREEMENT (the "Agreement"),
is made and entered into effective this the 19th day of December, 2000, by and
among CHEQUEMATE INTERNATIONAL, INC. d/b/a C-3D Digital, Inc., a Utah
corporation ("Purchaser"), and VISIONCOMM, INC., a Delaware corporation (the
"Company") and the shareholders of the Company (collectively, the "Sellers").
WHEREAS, Sellers own a combined total of 2,503,630 shares of Common Stock,
$.01 par value (the "Stock") of the Company, which represents all of the issued
and outstanding capital stock of the Company;
WHEREAS, William J. Brinkmeier, Larry Wilk, Stan Rojeski and Tom Nix own
approximately 86% of the Common Stock of the Company (the "Major Sellers");
WHEREAS, Sellers desire to sell to Purchaser and Purchaser desires to
purchase from Sellers 100% of the Stock upon the terms and conditions
hereinafter set forth; and
WHEREAS, this Agreement is entered into for the purpose of amending and
clarifying a Stock Purchase and Sale Agreement between the parties dated
December 4, 2000.
NOW THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. INCORPORATION OF RECITALS. The above recitals are hereby incorporated by
reference.
2. PURCHASE AND SALE. Sellers do hereby agree to sell 100% of the shares of
Stock to the Purchaser and Purchaser agrees to purchase the Stock from the
Sellers, on the terms set forth below.
3. PURCHASE PRICE. The purchase price for the purchase of the Stock, shall be
a total of $7,800,000 (the "Purchase Price"), payable as follows:
A. SHARES: On the Closing Date, the Company shall issue to Sellers a
total of 2,500,000 shares of the Purchaser's common stock, based on a value of
$2.00 per share (the "Purchaser Shares"), subject to adjustment as set forth in
this paragraph. If, on the date which is the earlier of (a) one year from the
Closing Date, or (b) the date the Company files a registration statement
including the Stock (the "repricing date"), pursuant to paragraph 8 below, the
average closing bid price of the Company's common stock, as reported by the
American Stock Exchange, for the five (5) business days prior to the repricing
date, is less than $2.00 per share, the Company shall issue to Sellers the
number of additional shares necessary for Sellers to receive (with the Stock
issued at Closing) a total value of $5,000,000, based on such average closing
bid price(s) for such five (5) day period. However, in no event shall Sellers
receive shares in excess of a total of 10,000,000 shares. Alternatively,
Purchaser may, at its sole discretion, issue to Sellers, pro rata, promissory
notes representing the purchase price adjustment described above, payable in
full with interest at 8% per annum, within three (3) months from the repricing
date.
B. NOTES: On the Closing Date, Purchaser shall issue to Sellers, a
convertible
Seller_____
Purchaser_____
<PAGE>
promissory note or notes in the original aggregate principal amount of
$2,800,000, payable to the order of the Sellers or their designated
representative (the "Sellers Notes"). The Sellers Notes will bear interest at a
rate of 8.0% per annum. Interest on the Sellers Notes shall be computed on the
basis of the actual number of days elapsed over a three hundred sixty (360) day
year. All principal and accrued interest on the Sellers Notes shall be due and
payable on or before April 30, 2002. On the Closing Date, the Sellers Note will
be delivered to Sellers or their designated representative in fully registered
form, and shall be issued in their name or the name of their nominee. The
Purchase Price shall be allocated among the Sellers as set forth on Schedule A
attached hereto and made a part hereof.
C. WARRANTS: On the Closing Date, Purchaser shall deliver to Seller,
Warrants to purchase a total of 2,800,000 shares of Common Stock of the Company,
exercisable at a price of $1.00 per share, at any time prior to April 30, 2002.
The warrants shall be allocated among the Sellers as set forth on Schedule A
attached hereto and made a part hereof. Warrants may be exercisable, in whole or
in part, in exchange for the conversion of the obligations under the Sellers'
Notes, on the terms set forth in the Warrants.
D. SELLERS OPTION CONVERSION. Prior to April 30, 2002, at the sole option
of the Sellers, the Sellers Notes may be convertible into common stock of the
Purchaser at a price of $3.50 per share (the "Seller Conversion Price").
E. PURCHASER OPTION CONVERSION. Prior to April 30, 2002, if shares of the
Purchaser's common stock are trading at a price greater than $7.00 per share for
a period of sixty (60) trading days, then Purchaser, at its option, may require
Sellers to convert all of the principal and accrued and unpaid interest on the
Sellers Note into Purchaser's common stock at the Conversion Price.
4. TITLE TO THE STOCK. The Sellers represent and warrant to the Purchaser that
(i) the Sellers have good, absolute and marketable title to the Stock being sold
by the Sellers hereunder, free and clear of all liens, claims, encumbrances and
restrictions of every kind; and (ii) such Sellers have the complete and
unrestricted right, power and authority to sell, transfer and assign the Stock
being sold hereunder. The Sellers make no other representation or warranty to
Purchaser concerning or related to the Stock, other than as stated herein.
5. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants to the
Sellers and the Company as follows:
A. EXISTENCE. It is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.
B. AUTHORITY. It has the requisite corporate power and authority to enter
into, execute, deliver and perform its obligations under this Agreement, and its
directors, officers or agents executing and delivering this Agreement are duly
authorized to do so. This Agreement has been duly and validly executed and
delivered and constitutes the legal, valid and binding obligation of Purchaser,
enforceable in accordance with its terms.
C. INVESTOR STATUS. It (a) is an "accredited investor," as that term is
defined in Regulation D under the Securities Act of 1933, as amended (the
"Act"), and (b) has such knowledge, skill, sophistication and experience in
business and financial matters, based on actual participation, that it is
capable of evaluating the merits and risks of the purchase of the Stock and
Seller_____
Purchaser_____
<PAGE>
the suitability thereof for Purchaser.
D. INVESTMENT FOR OWN ACCOUNT. Except as otherwise contemplated by this
Agreement, it is acquiring the Stock for investment for its own account and not
with a view to any distribution thereof in violation of applicable securities
laws.
E. PURCHASER SHARES; NO ENCUMBRANCES; AUTHORITY. It has (i) good,
absolute and marketable title to the Purchaser Shares being transferred
hereunder, free and clear of all liens, claims, encumbrances and restrictions of
every kind; and (ii) the complete and unrestricted right, power and authority to
transfer and assign the Purchaser Shares being sold hereunder. The Purchaser
makes no other representation or warranty to Sellers concerning or related to
the Purchaser Shares of its common stock, other than as stated herein.
6. REPRESENTATION OF THE COMPANY AND THE MAJOR SELLERS. The Company and the
Major Sellers hereby jointly and severally represent and warrant to Purchaser
the following:
A. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the state of its organization. The Company has
full corporate power and authority to carry on the business as it is now being
conducted and to own and operate their assets, properties and business. The
Company has full corporate power and authority to enter into and to perform this
Agreement and to issue and sell the Stock to Purchaser.
B. SCHEDULE B attached hereto is a true and correct representation of the
ownership of the issued and outstanding shares of Stock of the Company. Other
than as set out therein, there are no other authorized classes or series of
capital stock of the Company. All outstanding shares of common stock are duly
authorized, validly issued, fully paid, and nonassessable and have been offered,
issued, sold and delivered by the Company in compliance with applicable
securities laws. There are no preemptive rights with respect to the Stock. There
are no outstanding subscriptions, options, warrants, rights or other
arrangements or commitments, whether express or implied, obligating the Company
to issue any shares of the Stock or securities exchangeable for or convertible
into the Stock. The issuance and delivery of the certificates representing the
Stock will provide Purchaser record ownership to such Stock free and clear of
all liens assuming Purchaser has taken no action to create a lien on any of the
Stock. Except for the Articles of Incorporation and Bylaws of the Company and
this Agreement, there are no outstanding agreements or documents binding on the
Company regarding the transfer, voting, pledge, optioning, or gifting of any
capital stock of the Company.
C. Other than as set forth on SCHEDULE C, the Company does not own,
directly or indirectly, any of the capital stock of any other corporation or any
entity, profit sharing participation or other interest in any other entity.
D. The execution, delivery and performance by the Company of this
Agreement have been, or will be prior to the Closing Date, duly authorized and
approved by the board of directors of the Company, and no further corporate
action on the part of the Company is necessary to fully authorize such
execution, delivery and performance. This Agreement has been, or when executed
will be, duly executed and delivered by the Company and is or will be, upon
execution, the legal and binding obligations of the Company and are enforceable
against it in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights and principles of equity.
Seller_____
Purchaser_____
<PAGE>
E. The execution and delivery of this Agreement will not (a) result in a
breach or violation of, constitute a default under, or result in the creation of
any lien upon any of any assets owned by the Company; or (b) violate any
provision of any law applicable to the Company.
F. The Company owes no, or prior to the Closing Date will owe no, back
wages, payroll taxes, income taxes of any nature.
G. There has never been, and is not currently, any lawsuit, claim,
inquiry or investigation by any private or governmental body against the
Company.
H. The Company maintains current and effective all material licenses and
permits necessary to conduct the operation of the Company and all governmental
regulatory forms have been timely filed.
I. None of the shareholders, officers or directors of the Company or
their spouses has any direct or indirect interest, profit participation or
ownership (other than through noncontrolling investments in securities of
publicly-held corporations) in businesses which are competitors of the Company.
The Company has no outstanding loans or other advances to any shareholder,
officer, director or employee of the Company.
J. SCHEDULE J attached hereto sets forth a true, correct and complete
copy of the financial statements of the Company. Except for the absence of
footnotes and subject to normal year-end adjustments, the financial statements
of the Company (a) fairly present the financial position of the Company, and the
consolidated results of operations of the Company for the respective periods
indicated therein in all material respects; (b) have been prepared in accordance
with GAAP applied on a consistent basis with prior periods; and (c) have not
been rendered untrue, incomplete, or unfair in any material respect as
representations of the financial condition or results of operations of the
Company by the subsequent discovery of events or occurrences which should have
been reflected in such financial statements.
K. The financial statements of the Company set forth in SCHEDULE J
attached hereto reflect all liabilities of the Company which are required by
GAAP to be reflected thereon. All reserves shown or incorporated in the
financial statements are reasonable to provide for losses thereby contemplated.
Neither the Company nor the Major Sellers is liable upon or with respect to,
subject to or obligated in any other way to provide funds in respect of or to
guarantee or assume in any manner, any debt, obligation or dividend of any other
person and there is no basis for the assertion of any such claims or
liabilities.
7. SURVIVAL OF REPRESENTATIONS. All representations, warranties and agreements
made by any party to this Agreement shall survive the execution and delivery
hereof and the closing of the transaction contemplated by this Agreement for a
period of one (1) year.
8. COVENANTS.
A. BOARD OF DIRECTORS. After the Closing Date, and prior to January 31,
2001, and for a period of five (5) years thereafter, the Purchaser shall permit
Sellers to designate two (2) members of the board of directors.
Seller_____
Purchaser_____
<PAGE>
B. INCIDENTAL REGISTRATION. If the Purchaser at any time, proposes to
file on its behalf or on behalf of any of its shareholders, a registration
statement under the Act on any form (other than a registration statement on Form
S-4 or S-8 or any successor form unless such forms are being used in lieu of or
as the functional equivalent of, registration rights) for any class that is the
same or similar to the Stock, it will give written notice setting forth the
terms of the proposed offering and such other information as the Sellers may
reasonably request to all Sellers at least thirty (30) days before the initial
filing with the Securities and Exchange Commission of such registration
statement, and offer to include in such filing such Stock, and the stock issued
upon exercise of the Warrants (the "Warrant Stock"), as any Seller may request.
Each Seller desiring to have Stock and Warrant Stock registered will advise the
Purchaser in writing within thirty (30) days after the date of receipt of such
notice from the Purchaser, setting forth the amount of such Stock and Warrant
Stock for which registration is requested. The Purchaser will thereupon include
in such filing the amount of stock for which registration is so requested, and
will use its best efforts to effect registration under the Act. This paragraph
shall not apply to any registration statement(s) or amendment(s) thereto, filed
by the Purchaser on or before April 30, 2001.
C. FORM S-3 REGISTRATION. In addition to the registration rights provided
in Section 7(b) above, if at any time the Purchaser is eligible to use Form S-3
consistent with Rule 415 of the Act (or any successor form for registration of
secondary sales of Stock), any Seller may request in writing that the Purchaser
register its shares and the Warrant Stock held by such Seller, on such form.
Upon receipt of such request, the Purchaser will promptly notify all Sellers in
writing of the receipt of such request and each such Seller may elect (by
written notice sent to the Purchaser within thirty (30) days of receipt of the
Purchaser's notice) to have its or his/her Stock and Warrant Stock included in
such registration. Thereupon, the Purchaser will, as soon as practicable, use
its best efforts to effect the registration on Form S-3 of all Stock and Warrant
Stock that the Purchaser has so been requested to register by the Sellers for
sale. The Purchaser will use its best efforts to qualify and maintain its
qualification for eligibility to use Form S-3 for such purposes. This paragraph
shall not apply to any registration statement(s) or amendment(s) thereto, filed
by the Purchaser on or before April 30, 2001.
9. CLOSING DATE. The closing of this transaction shall occur on the date (the
"Closing Date"), which is the first date after the fulfillment or waiver of all
covenants set forth in paragraph 2 above; the completion of all Schedules set
forth in paragraph 5 above, and the fulfillment of all closing conditions set
forth in paragraph 10 below, or such other date as is mutually agreed upon by
the parties.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
The parties obligations hereunder shall be subject to (a) the performance
by the parties of their obligations hereunder which by the terms hereof are to
be performed at or prior to delivery of the Sellers Note and the Purchasers
shares, and (b) the satisfaction of the following conditions on or before the
Effective Date:
A. APPROVAL. The following entities, through appropriate corporate action
including, but not limited to promulgation of authorizing resolutions, shall
have approved the purchase and sale of the Sellers Note and the Stock on terms
set forth herein: (i) the board of directors of the Company; (ii) the
shareholders of the Company; (iii) the board of directors of the Purchaser; and
(iv) any lender providing financing to Purchaser in relation to this Agreement.
Seller_____
Purchaser_____
<PAGE>
B. AUTHORIZATIONS AND CONSENTS. Copies, certified by the President of the
Company of all consents, authorizations, filings, licenses and approvals,
whether governmental or otherwise, required in connection with the execution,
delivery and performance by the Company, or the validity and enforceability of
this Agreement.
C. MATERIAL ADVERSE CHANGE. For the period from August 31, 2000 to the
Closing Date, and except for the transactions contemplated by this Agreement,
there shall have been no occurrence or event, whether financial or otherwise,
which in Purchaser's opinion, has or could have a material adverse effect on the
Company.
D. REPRESENTATIONS AND WARRANTIES. All representations and warranties
contained in this Agreement shall be true and correct on the Closing Date.
E. EMPLOYMENT AGREEMENTS. Purchaser shall have entered into employment
agreements with William Brinkmeier, Tom Nix, Larry Wilk, and Frank Friedlein on
terms and conditions acceptable to the Major Sellers.
F. RELEASE OF GUARANTY. The Company and the Purchaser shall have caused
each of the Sellers to be released from any guaranty of indebtedness or other
obligations of the Company.
G. SUBSIDIARY. Purchaser agrees that until all indebtedness of the
Company to its existing lenders is repaid in full, the Company shall remain a
wholly-owned subsidiary of the Purchaser.
H. REGISTRATION RIGHTS APPROVAL. The parties shall have received written
approval by the firm Crooks Hollow Road, LLC ("CHR"), of Sellers' registration
rights, and such other provisions of this Agreement as may require the approval
or consent of CHR.
11. INDEMNIFICATION OF PURCHASER. The Company shall defend, indemnify and hold
Purchaser harmless from, against and in respect of any and all claims, demands,
lawsuits, proceedings, losses, assessments, fines, penalties, administrative
orders, obligations, costs, expenses, liabilities and damages, including
interest, penalties and reasonable attorneys' fees and costs of investigation
(all of the foregoing are hereinafter collectively referred to as the "Claims")
which arise or result from or relate to:
A. The breach or failure of any representation or warranty made by the
Company or the Sellers under or contained in this Agreement; or
B. The breach by the Company or the Sellers of, or failure by the Company
or the Sellers to perform any of its covenants, commitments, agreements or
obligations under or contained in this Agreement.
12. ARBITRATION.
A. In the event of a dispute arising out of or relating to this
Agreement, any party shall submit written notice to the other parties (an
"Arbitration Notice") and to the American Arbitration Association (the "AAA") at
the following address: 140 West 51st Street, New York, New York 10020-1202
(telephone 212-484-3266; fax 212-3074387). All such disputes shall be submitted
to a sole arbitrator who is independent and impartial, for binding arbitration
in
Seller_____
Purchaser_____
<PAGE>
Portland, Oregon, in accordance with the AAA's Commercial Arbitration Rules (the
"Rules") as modified or supplemented by this Agreement. The parties agree that
they will faithfully observe this Agreement and the Rules and that they will
abide by and perform any award rendered by the arbitrator. The arbitration shall
be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16 (or by the
same principles enunciated by such Act in the event it may not be technically
applicable). The award or judgment of the arbitrator shall be final and binding
on all parties and the judgment upon the award or judgment of the arbitrator may
be entered and enforced by any court having jurisdiction. If any party becomes
the subject of a bankruptcy, receivership or similar proceeding under the laws
of the United States of America, any state or commonwealth or any other nation
or political subdivision thereof, then, to the extent permitted or not
prohibited by applicable law, any factual or substantive legal issues arising in
or during the pendency of any such proceeding shall be subject to all of the
foregoing mandatory arbitration provisions and shall be resolved in accordance
therewith. The agreements contained herein have been given for valuable
consideration, are coupled with an interest and are not intended to be executory
contracts. The fees and expenses of the arbitrator will be shared equitably (as
determined by the arbitrator) by all parties engaged in the dispute.
B. Promptly after the Arbitration Notice is given, the AAA will select
five (5) possible arbitrators, to whom the AAA will furnish the identities of
the parties and the general nature of the controversy. If any of those
arbitrators disqualifies himself or declines to serve, the AAA shall continue to
designate potential arbitrators until the parties have a panel of five (5)
arbitrators to select from. After the panel of five (5) potential arbitrators
has been completed, a summary of the background of each potential arbitrator
will be given to each of the parties and the parties will have a period of
twenty (20) days from the date of the receipt of the summaries in which to
attempt to agree upon the arbitrator to conduct the arbitration. If after the
aforementioned twenty (20) day period, the parties are unable to agree upon an
arbitrator, then any party may notify the AAA in writing of such disagreement,
and the AAA shall select the arbitrator from the list of five (5) arbitrators.
The decision of the AAA with respect to the selection of the arbitrator will be
final and binding in such case. For purposes of this Section 9, Purchaser will
be one party and the Company will be one party.
C. No litigation or other proceeding may ever be instituted at any time
in any court or before an administrative agency or body for the purpose of
adjudicating, interpreting, or enforcing any of the rights or obligations of the
parties hereto or any rights or obligations relating to the subject matter
hereof whether or not covered by the express terms of this Agreement, or for the
purpose of adjudicating a breach or determination of the validity of this
Agreement, or for the purpose of having the award or judgment of an arbitrator,
except a proceeding instituted (i) for the purpose of having the award or
judgment of an arbitrator entered and enforced or (ii) to seek an injunction or
restraining order (but not damages in connection therewith) in circumstances
where such relief is available.
D. Within ten (10) days after the selection of the arbitrator, the
parties and their counsel will appear before the arbitrator at a place in
Portland, Oregon at a time designated by the arbitrator for the purpose of each
party making a two (2) hour or less presentation and summary of the case.
Thereafter, the arbitrator will set dates and times for additional hearings in
accordance with the Rules until the proceeding is concluded. The desire and goal
of the parties is, and the arbitrator will be advised that his goal should be,
to conduct the arbitration proceeding as expeditiously as possible. If any party
or his counsel fails to appear at any hearing, the arbitrator shall be entitled
to reach a decision based on the evidence with has been presented by
Seller_____
Purchaser_____
<PAGE>
the party who did appear.
13. CHOICE OF LAW. It is the intention of the parties that the laws of the
State of Delaware should govern the validity of this Agreement, the construction
of its terms, and the interpretation of the right and benefit of the parties.
14. BENEFITS. Each party agrees to execute any additional instruments necessary
to effectuate the intent of this Agreement. This Agreement shall be binding
upon, and inure to the benefit of, the parties' personal representatives,
successors and/or assigns.
15. NOTICES. All notices, requests, consents and other communications under
this Agreement shall be in writing and shall be deemed to have been delivered on
the date personally delivered or deposited in the United States Postal Service,
postage prepaid, by certified mail, return receipt requested, or telegraphed and
confirmed, or faxed and confirmed, if addressed to the respective parties as
follows:
If to the Company or the Sellers:
VisionComm, Inc.
124 Point West Boulevard
St. Charles, Missouri 63301
Ph. 800-555-6918
Fax 636-947-6488
If to the Purchaser:
Chequemate International, Inc.
d/b/a C-3D Digital, Inc.
124 Ferry Street S.W.
Albany, Oregon 97321
Ph. 541-791-4813
Fax 541-791-4819
16. ENTIRE AGREEMENT. This Agreement cancels and supersedes all prior
negotiations and understandings between the parties relating hereto including,
but not limited to, (a) that certain Binding Letter of Intent, dated as of
October 3, 2000, by and between Company and Purchaser, and (b) the initial Stock
Purchase and Sale Agreement between the parties dated December 5, 2000. This
Agreement embodies the entire agreement and understanding between such parties
with respect to the matters covered hereby.
17. ATTORNEY FEES, COSTS AND EXPENSES. The parties shall be responsible for and
agree to pay their respective attorney fees, costs and expenses (including any
broker and finder's fees) incurred in the consummation of this transaction,
PROVIDED HOWEVER, that Sellers shall be responsible for payment of any taxes
resulting from the transfer of the Stock to Purchaser.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Seller_____
Purchaser_____
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
this 19th day of December, 2000.
SELLER: SELLER:
/s/ /s/
----------------------------- -----------------------------
William J. Brinkmeier Tom Nix
SELLER: SELLER:
/s/ /s/
----------------------------- -----------------------------
Larry Wilk Stan Rojeski
SELLER: SELLER:
/s/ /s/
----------------------------- -----------------------------
Joe Melton Kirk Kaalberg
SELLER:
DST ASSET MANAGEMENT COMPANY /s/
-----------------------------
John Metzler
By: /s/
--------------------------
Name: David C. Jones
Title: Director
PURCHASER:
CHEQUEMATE INTERNATIONAL, INC.
d/b/a C-3D Digital, Inc., a Utah corporation
By: /s/
--------------------------
Name: Michael Heil
Title: Chairman, CEO
COMPANY:
VISIONCOMM, INC., a Delaware corporation
By: /s/
--------------------------
Name: William J. Brinkmeier
Title: President
Seller_____
Purchaser_____
<PAGE>
SCHEDULE A
ALLOCATION OF PURCHASE PRICE
AMONG THE SELLERS
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
CHEQUEMATE CHEQUEMATE
NAME SHARES NOTE PAYABLE WARRANTS
---- ---------- -------------- ----------
<S> <C> <C> <C>
William J. Brinkmeier 869,406 $ 973,736.25 973,736
Stanley H. Rojeski 797,632 $ 893,347.92 893,348
Thomas A. Nix 149,255 $ 167,165.05 167,165
Lawrence J. Wilk 149,255 $ 167,165.05 167,165
Joe Melton 11,038 $ 12,362.49 12,363
DST Asset Management Company 3,715 $ 4,160.49 4,161
Kirk Kaalberg 44,577 $ 49,925.93 49,926
Charles P. Miller 24,850 $ 27,832.09 27,832
Nanci Sue Harvey-Brinkmeier 12,425 $ 13,916.46 13,916
Karen A. Wilson 6,213 $ 6,958.65 6,959
Frank Friedlein, Jr 41,980 $ 47,018.03 47,018
Berthel Growth & Income Trust I 371,823 $ 416,441.22 416,441
John R. Metzler 17,831 $ 19,970.37 19,970
--------- -------------- ---------
2,500,000 $ 2,800,000.00 2,800,000
========= ============== =========
</TABLE>
Seller_____
Purchaser_____
<PAGE>
SCHEDULE B
STOCK OWNERSHIP
<TABLE>
<CAPTION>
NAME COMMON SHARES STOCK OPTIONS WARRANTS FULLY DILUTED
---- ------------- ------------- -------- -------------
<S> <C> <C> <C> <C>
William J. Brinkmeier 1,103,321 118,850 1,222,171
Stanley H. Rojeski 1,073,608 1,073,608
Thomas A. Nix 111,422 158,962 270,384
Lawrence J. Wilk 111,422 158,962 270,384
Joe Melton 14,857 14,857
DST Asset Management Company 5,000 5,000
Kirk Kaalberg 60,000 60,000
Charles P. Miller 59,425 59,425
Nanci Sue Harvey-Brinkmeier 29,713 29,713
Karen A. Wilson 14,857 14,857
Frank Friedlein, Jr. 118,850 118,850
Berthel Growth & Income Trust I 889,154 889,154
John R. Metzler 24,000 24,000
--------- -------- -------- ----------
2,503,630 659,619 889,154 4,052,403
========= ======== ======== ==========
</TABLE>
Seller_____
Purchaser_____
<PAGE>
SCHEDULE C
OWNERSHIP OF OTHER ENTITIES
THE COMPANY IS A MEMBER OF DATA NET, L. L. C.
Seller_____
Purchaser_____
