METROVISION OF NORTH AMERICA INC, DEFM14A, 1997-02-26

METROVISION OF NORTH AMERICA INC
DEFM14A, 1997-02-26
CABLE & OTHER PAY TELEVISION SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /_/
Filed by a Party other than the Registrant /_/

Check the appropriate box:

/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MetroVision of North America, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

_____________________________________________________________________________

2) Aggregate number of securities to which transaction applies:

_____________________________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

_____________________________________________________________________________

4) Proposed maximum aggregate value of transaction:

_____________________________________________________________________________

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

1) Amount previously paid: _________________________________________________

2) Form, Schedule or Registration No. ______________________________________

3) Filing party: ___________________________________________________________

4) Date filed: _____________________________________________________________

___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.

<PAGE>
METROVISION OF NORTH AMERICA, INC.
424 MADISON AVENUE
NEW YORK, NEW YORK 10017
FEBRUARY 19, 1997

Dear Shareholder:

A Special Meeting of the Shareholders of MetroVision of North America, Inc.
("MetroVision") will be held on April 1, 1997 at 10:00 a.m., local time, at 405
Park Avenue, Sixteenth Floor, New York, New York 10022.

At this Special Meeting, you will be asked to consider and vote upon the
following proposals: 1) an amendment to MetroVision's Restated Certificate of
Incorporation to effect a reverse stock split, whereby holders of MetroVision
common stock, par value $.001 per share (the "Common Stock"), would receive one
share of newly issued Common Stock for every 4.6 shares of Common Stock held of
record on the effective date of the amendment (the "Reverse Stock Split"); 2)
the approval and adoption of a Merger Agreement dated as of May 10, 1996,
pursuant to which MetroVision will acquire, through a merger of York Hannover
Pharmaceuticals, Inc. ("York Hannover") with and into MetroVision, all of the
issued and outstanding common stock of York Hannover (the "Merger"); 3) an
amendment to MetroVision's Restated Certificate of Incorporation to change the
corporate name to "York Hannover Health Care, Inc.," to be effective only if the
Merger is consummated; 4) a proposal to elect two slates of nominees for
election as directors of MetroVision, only one slate of which will take office
depending upon whether the Merger is consummated; 5) an amendment to
MetroVision's Restated Certificate of Incorporation to increase the authorized
number of shares of MetroVision Common Stock which MetroVision has authority to
issue from 2,173,913 shares (after giving effect to the Reverse Stock Split) to
25,000,000 shares; 6) an amendment to MetroVision's Employee Stock Option Plan
to increase the number of shares of Common Stock authorized for issuance upon
the exercise of options granted thereunder; and 7) such other business as may
properly come before the meeting or any adjournments or postponements thereof.

MetroVision is registering under the Securities Act of 1933, as amended,
the 4,000,000 shares of Common Stock to be issued in the Merger in exchange for
the outstanding shares of common stock of York Hannover. These newly issued
shares will represent approximately 71.8% of the shares of Common Stock to be
issued and outstanding after consummation of the Merger (excluding shares of
Common Stock issuable upon the exercise of common stock purchase warrants which
will be issued to certain persons who will become employed as executive officers
of MetroVision following the Merger).

THE BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE MERGER AND
THE OTHER PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS,
AND HAS DETERMINED THAT THE MERGER AGREEMENT, THE MERGER AND THE OTHER PROPOSALS
ARE FAIR TO AND IN THE BEST INTERESTS OF METROVISION AND ITS SHAREHOLDERS. THE
BOARD OF DIRECTORS RECOMMENDS THAT THE METROVISION SHAREHOLDERS VOTE FOR THE
PROPOSALS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.

In the materials accompanying this letter, you will find a Notice of
Special Meeting of Shareholders and a Proxy Statement/Prospectus relating to,
among other things, the actions to be taken by MetroVision shareholders at the
Meeting and a proxy card. Shareholders are urged to carefully review the
accompanying Proxy Statement/Prospectus which describes in detail the Merger and
the other proposals which are being submitted to the shareholders for their
consideration and approval, as well as the attendant risks associated with the
foregoing.

All shareholders of MetroVision Common Stock and 5% Series A Convertible
Preferred Stock are cordially invited to attend the Meeting in person. However,
whether or not you plan to attend the Meeting, please complete, sign, date and
return your proxy in the enclosed postage-paid envelope. If you attend the
Meeting, you may vote in person if you wish, even though you have previously
returned your proxy. It is important that your shares be represented and voted
at the Meeting.

Sincerely,

/s/ Robert F. Hussey

Robert F. Hussey
Chairman of the Board and President

<PAGE>
METROVISION OF NORTH AMERICA, INC.
424 MADISON AVENUE
NEW YORK, NEW YORK 10017

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 1, 1997

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("the
Meeting") of MetroVision of North America, Inc., a New York corporation
("MetroVision"), will be held on April 1, 1997, at 10:00 a.m., local time, at
405 Park Avenue, Sixteenth Floor, New York, New York 10022, to consider and vote
upon the following matters:

1. To consider and vote upon a proposal to amend MetroVision's Restated
Certificate of Incorporation to effect a reverse stock split (the "Reverse
Stock Split"), whereby holders of MetroVision common stock, $.001 par value
per share ("Common Stock"), would receive one share of newly issued Common
Stock, $.001 par value per share, for every 4.6 shares of Common Stock held
of record on the effective date of the amendment. The number of shares of
Common Stock issuable upon conversion or exercise of all of MetroVision's
outstanding derivative securities, including the 5% Series A Convertible
Preferred Stock and employee stock options, would be adjusted to give effect
to the Reverse Stock Split if approved by the shareholders at the Meeting.

2. To consider and vote upon a proposal to approve and adopt an
Agreement of Merger dated as of May 10, 1996 (the "Merger Agreement"), among
MetroVision, Stockbridge Investment Partners, Inc. ("Stockbridge") and York
Hannover Pharmaceuticals, Inc. ("York Hannover"), a wholly-owned subsidiary
of Stockbridge, pursuant to which MetroVision will acquire, through a merger
of York Hannover with and into MetroVision (the "Merger"), all of the common
stock of York Hannover in consideration of an aggregate of 4,000,000 shares
of Common Stock, representing approximately 71.8% of the shares of Common
Stock to be issued and outstanding following consummation of the Merger
(excluding an aggregate of 1,500,000 shares of Common Stock issuable upon
exercise of common stock purchase warrants to be issued to the two principal
shareholders of Stockbridge in lieu of salaries payable under employment
agreements to be entered into by such persons with MetroVision upon
consummation of the Merger).

3. To consider and vote upon a proposal to amend MetroVision's Restated
Certificate of Incorporation to change the corporate name of MetroVision to
"York Hannover Health Care, Inc.," which amendment shall become effective
only in the event the Merger is consummated.

4. To consider and vote upon a proposal to elect two slates of nominees
for election as directors, only one slate of which will take office
depending upon whether the Merger is consummated.

5. To consider and vote upon a proposal to amend MetroVision's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock which MetroVision has authority to issue from 2,173,913 shares
(giving effect to the Reverse Stock Split) to 25,000,000 shares.

6. To consider and vote upon a proposal to increase the number of shares
of Common Stock authorized for issuance upon the exercise of options granted
under MetroVision's Employee Stock Option Plan from 97,826 shares (giving
effect to the Reverse Stock Split) to 900,000 shares.

7. To transact such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on February 19, 1997
as the record date for the Meeting. Only shareholders of record of Common Stock
and of 5% Series A Convertible Preferred Stock at the close of business on
February 19, 1997 are entitled to notice of, and to vote at, the Special
Meeting, or at any adjournment or postponement thereof.

The accompanying form of proxy is solicited by the MetroVision Board of
Directors. Reference is made to the attached Proxy Statement/Prospectus for
further information with respect to the business to be transacted at the
Meeting. Duly executed but unmarked proxies will be voted "FOR" the Reverse
Stock Split, the Merger and each of the other proposals described above.

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU PREVIOUSLY SENT IN YOUR PROXY.

By Order of the Board of Directors,

/s/ Robert F. Hussey

Robert F. Hussey
Chairman of the Board and President

New York, New York
February 19, 1997

<PAGE>
METROVISION OF NORTH AMERICA, INC.

PROXY STATEMENT/PROSPECTUS

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

This Proxy Statement/Prospectus is being furnished to holders of
MetroVision common stock, par value $.001 per share ("Common Stock"), and
holders of MetroVision 5% Series A Convertible Preferred Stock ("5% Preferred
Stock") in connection with the solicitation of proxies by MetroVision's Board of
Directors for use at the Special Meeting of MetroVision shareholders (the
"Meeting") to be held on Tuesday, April 1, 1997 at 405 Park Avenue, Sixteenth
Floor, New York, New York 10022, commencing at 10:00 a.m., local time, and at
any adjournment or postponement thereof.

At the Meeting, shareholders are being asked to consider and approve a
number of proposals as stated in the Notice of Special Meeting accompanying this
Proxy Statement/Prospectus, including, but not limited to, a proposal to amend
MetroVision's Restated Certificate of Incorporation to effect a reverse stock
split (the "Reverse Stock Split"), whereby holders of MetroVision Common Stock
would receive one newly issued share of Common Stock for every 4.6 shares of
Common Stock held of record on the effective date of the amendment, and a
proposal to adopt and approve an Agreement of Merger dated as of May 10, 1996
among MetroVision, Stockbridge Investment Partners, Inc. ("Stockbridge") and
York Hannover Pharmaceuticals, Inc. ("York Hannover"), a wholly-owned subsidiary
of Stockbridge (the "Merger Agreement"), pursuant to which York Hannover would
merge with and into MetroVision, with MetroVision as the surviving corporation
(the "Surviving Corporation"), in consideration for the issuance of an aggregate
of 4,000,000 shares of MetroVision Common Stock (the "Merger"). The shares of
Common Stock to be issued in the Merger will represent approximately 71.8% of
the shares of Common Stock to be issued and outstanding following the Merger
(excluding 1,500,000 additional shares of Common Stock issuable upon exercise of
common stock purchase warrants to be granted to the two principal shareholders
of Stockbridge in lieu of salaries payable under employment agreements to be
entered into by such persons with MetroVision upon consummation of the Merger).
A copy of the Merger Agreement is attached to this Proxy Statement/Prospectus as
Annex "A". Shareholders of MetroVision are not entitled to dissenters' rights of
appraisal in connection with the Reverse Stock Split or the Merger.

Shareholders are urged to review this Proxy Statement/Prospectus for
further information regarding the Reverse Stock Split, the Merger and the other
proposals being submitted to shareholders for consideration at the Meeting,
including, but not limited to, the information set forth under "Risk Factors"
for a discussion of certain factors that should be considered by MetroVision
shareholders before voting on the matters more fully described herein.

This Proxy Statement/Prospectus also constitutes the prospectus of
MetroVision relating to the Common Stock to be issued in the Merger in exchange
for all outstanding shares of York Hannover common stock. All information herein
with respect to MetroVision has been furnished by MetroVision, and all
information herein with respect to York Hannover has been furnished by York
Hannover.

This Proxy Statement/Prospectus is first being mailed to shareholders of
MetroVision on or about February 19, 1997.

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

THE SECURITIES TO BE ISSUED PURSUANT TO THIS PROXY STATEMENT/PROSPECTUS HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

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

The date of the Proxy Statement/Prospectus is February 13, 1997.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION...................................................................................... 4

PROXY STATEMENT/PROSPECTUS SUMMARY......................................................................... 5
The Companies.............................................................................................. 5
The Special Meeting........................................................................................ 6
The Merger................................................................................................. 7
The Other Proposals........................................................................................ 10

COMPARATIVE SHARE DATA..................................................................................... 13
THE SPECIAL MEETING........................................................................................ 13
Introduction; Purpose of the Meeting....................................................................... 13
Solicitation of Proxies.................................................................................... 14
Revocation of Proxies...................................................................................... 14
Expenses................................................................................................... 15
Voting Securities; Record Date: Quorum..................................................................... 15

METROVISION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA................................................ 16
YORK HANNOVER SUMMARY HISTORICAL FINANCIAL DATA............................................................ 17
UNAUDITED SUMMARY PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION.......................... 19
RISK FACTORS............................................................................................... 23
Losses from Continuing Operations.......................................................................... 23
Potential Disadvantages Associated With the Merger......................................................... 23
Lack of Direct Operations; Dependence Upon Partnership Operations.......................................... 23
Need for Additional Financing.............................................................................. 24
Risks Associated With Acquisitions......................................................................... 25
Current Dependence on Geographic Market.................................................................... 25
Dilution; Concentration of Share Ownership................................................................. 25
Competition................................................................................................ 26
Customer Contracts......................................................................................... 26
Regulation and Reimbursement............................................................................... 26
Health Care Reform and Deferred Budget Legislation......................................................... 27
Maintenance Criteria for Nasdaq Securities; Disclosure Relating to Low Priced Stock........................ 27
Shares Eligible for Future Sale............................................................................ 28
Dependence Upon Key Personnel.............................................................................. 28

PROPOSAL 1 -- AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO EFFECT 1 FOR 4.6 REVERSE STOCK SPLIT... 28
General.................................................................................................... 28
Reasons for Proposed Reverse Stock Split................................................................... 29
Exchange of Stock Certificates............................................................................. 30
Liquidation of Fractional Shares........................................................................... 30
Federal Income Tax Consequences............................................................................ 30
No Dissenter's Rights...................................................................................... 31
Vote Required and MetroVison Board Recommendation.......................................................... 31

PROPOSAL 2 -- THE MERGER................................................................................... 32
Purpose and Structure of the Merger........................................................................ 32
Background of the Merger................................................................................... 32
Reasons for the Merger; Recommendation of the Board of Directors........................................... 33
THE MERGER AGREEMENT....................................................................................... 35
General.................................................................................................... 35
Effective Time............................................................................................. 35
Conversion of Shares....................................................................................... 35
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Representations and Warranties............................................................................. 35
Conduct of MetroVision's and York Hannover's Business Prior to Merger...................................... 36
Conduct of the Business of the Combined Companies Following the Merger; Management Following the Merger.... 36
Conditions to the Merger................................................................................... 37
Termination or Amendment of Merger Agreement............................................................... 38
Accounting Treatment of the Merger......................................................................... 38
Required Regulatory Approvals.............................................................................. 38
Dissenter's Rights of Appraisal............................................................................ 39
Fees and Expenses.......................................................................................... 39
Federal Income Tax Consequences of the Merger to the MetroVision Shareholders.............................. 39
Interests of Certain Persons in the Merger................................................................. 39
Federal Securities Laws Consequences....................................................................... 39

PROPOSAL 3 -- CHANGE OF CORPORATE NAME..................................................................... 40

PROPOSAL 4 -- ELECTION OF ALTERNATE SLATES OF BOARD OF DIRECTORS........................................... 40
Committees................................................................................................. 43
Board Meetings............................................................................................. 43
Compensation of Directors.................................................................................. 43
Compensation Committee Interlocks and Insider Participation................................................ 43

PROPOSAL 5 -- INCREASE IN AUTHORIZED SHARES OF METROVISION COMMON STOCK.................................... 44

PROPOSAL 6 -- INCREASE IN SHARES RESERVED FOR ISSUANCE UNDER METROVISION'S EMPLOYEE STOCK OPTION PLAN...... 45

PRICE RANGE OF METROVISION COMMON STOCK.................................................................... 48

CAPITALIZATION............................................................................................. 49

INFORMATION CONCERNING METROVISION......................................................................... 50

BENEFICIAL OWNERSHIP OF METROVISION COMMON STOCK........................................................... 59

INFORMATION CONCERNING YORK HANNOVER....................................................................... 60

METROVISION'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........ 68

YORK HANNOVER MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........ 73

SUMMARY OF YORK HANNOVER PARTNERSHIP PARTNERSHIP AGREEMENT................................................. 76

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934....................................... 79

RELATIONSHIP WITH INDEPENDENT AUDITORS..................................................................... 79

PROPOSALS OF SECURITY HOLDERS.............................................................................. 79

LEGAL MATTERS.............................................................................................. 79

EXPERTS.................................................................................................... 79

INDEX TO FINANCIAL STATEMENTS.............................................................................. F-1

ANNEX A -- AGREEMENT AND PLAN OF MERGER.................................................................... A-1
</TABLE>

3
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Proxy Statement/Prospectus in
connection with the solicitation of proxies or the offering of the Common Stock
in connection with the Merger and, if given or made, the information or
representations must not be relied upon as having been authorized by
MetroVision, York Hannover or any other person. This Proxy Statement/Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities, or the solicitation of any proxy, other than the registered
securities to which it relates or an offer to or solicitation of any person in
any jurisdiction in which the offer or solicitation would be unlawful. Neither
the delivery of this Proxy Statement/Prospectus nor any sale made hereunder
shall under any circumstances imply that the information contained herein is
correct as of any time subsequent to this date.

Until May 13, 1997 (90 days after the date of this Proxy
Statement/Prospectus), all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a Proxy Statement/Prospectus. This is in addition to the obligations
of dealers to deliver a Proxy Statement/Prospectus when acting as underwriters.

AVAILABLE INFORMATION

MetroVision is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, must file reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by MetroVision can be copied at the public reference
facilities maintained by the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission at 7 World Trade
Center, Suite 1300, New York, New York 10048; and at Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates from the Public Reference Room of the
Commission at its office in Washington, D.C.

MetroVision has filed with the Commission a Registration Statement (the
"Registration Statement") on Form S-4 and schedules and exhibits thereto under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Common Stock to be issued in the Merger. This Proxy Statement/Prospectus
does not contain all the information set forth in the Registration Statement (of
which this Proxy Statement/Prospectus is part) and exhibits to the Registration
Statement that have been filed with the Commission, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. Copies
of the information and the exhibits are on file at the offices of the Commission
and may be obtained, upon payment of the fees prescribed by the Commission, or
may be examined without charge at the offices of the Commission. All summaries
of material agreements contained in this Proxy Statement/Prospectus are subject
in all respects to the full text of such documents. Reference is made to the
copies of those documents filed with the Commission for a complete statement of
their provisions. For further information with respect to MetroVision, York
Hannover and the Merger, reference is made to the Registration Statement,
including the exhibits filed as a part thereof.

4
<PAGE>
PROXY STATEMENT/PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes appearing elsewhere in this Proxy
Statement/Prospectus. Shareholders of MetroVision are urged to carefully review
this Proxy Statement/Prospectus in its entirety.

THE COMPANIES

METROVISION OF NORTH AMERICA, INC..... MetroVision of North America, Inc., a
New York corporation ("MetroVision"),
owns and operates the Commuter Channel,
a video cable network for the mass
transit industry. The Commuter Channel
displays a program cycle of generally 10
to 12 minutes which is segmented into
information from transit authorities,
news, weather, sports and entertainment
headlines and advertising. Broadcasts on
the Commuter Channel are displayed 24
hours a day, seven days a week, on
high-resolution video display monitors
and projection screens situated on rail
platforms and in passenger waiting
areas. The Commuter Channel is currently
installed in the Port Authority Trans
Hudson ("PATH") system in New York and
New Jersey, the Southeastern
Pennsylvania Transit Authority ("SEPTA")
system in Philadelphia, Pennsylvania,
the Massachusetts Bay Transit Authority
("MBTA") System in Boston,
Massachusetts, and the Bay Area Rapid
Transit ("BART") system in the San
Francisco Bay area in California. In
addition, MetroVision is currently
installing its electronic display system
in approximately 50 New Jersey Transit
stations and has several smaller
installations in other markets.
MetroVision's executive offices are
located at 424 Madison Avenue, New York,
New York 10017, and its telephone number
is (212) 759-2850.

YORK HANNOVER PHARMACEUTICALS, INC.... York Hannover Pharmaceuticals, Inc., a
Florida corporation ("York Hannover"),
through its sole asset, a 40% interest
in York Hannover Partnership, a
Wisconsin general partnership in which
United Professional Companies, Inc.
("UPC"), a subsidiary of United Health,
Inc., owns the remaining 60% interest,
purchases, repackages and dispenses
prescription and non-prescription
medication in accordance with physician
orders, and delivers such prescriptions
to a facility (typically a licensed
nursing home) for administration to
individual patients by the facility's
nursing staff. York Hannover Partnership
also provides consultant pharmacist
services to these facilities, including
monitoring and reporting of prescription
drug therapies as well as other
pharmaceutical related functions for the
facility, and provides infusion therapy
products and wholesale medical supplies
and Medicare Part B billing services.

5
<PAGE>
Additionally, York Hannover provides
certain billing services to York
Hannover Partnership for a percentage of
amounts billed. York Hannover is a
wholly-owned subsidiary of Stockbridge
Investment Partners, Inc.
("Stockbridge") which acquired York
Hannover in December 1993. York
Hannover's executive offices are located
at 75 South Church Street, Suite 650,
Pittsfield, MA 01201, and its telephone
number is (413) 448-2111.

THE SPECIAL MEETING

DATE, TIME AND PLACE OF MEETING....... The Special Meeting of Shareholders of
MetroVision will be held at 10:00 a.m.,
local time, at 405 Park Avenue,
Sixteenth Floor, New York, New York
10022 on April 1, 1997.

RECORD DATE; SHARES ENTITLED TO VOTE.. Holders of MetroVision Common Stock and
of 5% Series A Convertible Preferred
Stock at the close of business on
February 19, 1997 are entitled to notice
of and to vote at the Meeting.

PURPOSE OF THE MEETING................ Holders of MetroVision Common Stock and
5% Preferred Stock are being asked to
consider and vote upon: 1) an amendment
to MetroVision's Restated Certificate of
Incorporation to effect a reverse stock
split, whereby holders of MetroVision
Common Stock would receive one share of
newly issued Common Stock for every 4.6
shares of Common Stock held of record on
the effective date of the amendment (the
"Reverse Stock Split"); 2) the approval
and adoption of an Agreement of Merger
(the "Merger Agreement"), pursuant to
which MetroVision will acquire, through
a merger of York Hannover with and into
MetroVision, all of the common stock of
York Hannover (the "Merger"); 3) an
amendment to MetroVision's Restated
Certificate of Incorporation to change
the corporate name to "York Hannover
Health Care, Inc.," to be effective only
if the Merger is consummated; 4) a
proposal to elect two slates of nominees
for election as directors, only one
slate of which will take office
depending upon whether the Merger is
consummated; 5) an amendment to
MetroVision's Restated Certificate of
Incorporation to increase the authorized
number of shares of MetroVision Common
Stock which MetroVision has authority to
issue from 2,173,913 shares (giving
effect to the Reverse Stock Split) to
25,000,000 shares; 6) an amendment to
MetroVision's Employee Stock Option Plan
to increase the number of shares of
Common Stock authorized for issuance
upon the exercise of options granted
thereunder; and 7) such other business
as may properly come before the Meeting
or any adjournment or postponements
thereof.

6
<PAGE>
VOTE REQUIRED;
SECURITY OWNERSHIP OF MANAGEMENT...... The affirmative vote of the holders of
two-thirds of the outstanding shares of
MetroVision Common Stock and 5%
Preferred Stock, voting together as a
single class, in person or by proxy, is
required to approve and adopt the Merger
Agreement and the Merger. The
affirmative vote of the holders of a
majority of the shares of MetroVision
Common Stock and 5% Preferred Stock,
voting together as a single class, in
person or by proxy, is required to
approve each of the other proposals
submitted to shareholders for their
consideration at the Meeting. As of the
record date, there were issued and
outstanding 7,241,664 shares of Common
Stock and 648,535 shares of 5% Preferred
Stock, of which 525,366 shares of Common
Stock and 61,603 shares of 5% Preferred
Stock, representing 7.3% of the issued
and outstanding Common Stock and 9.5% of
the issued and outstanding 5% Preferred
Stock, were beneficially owned by
directors and executive officers of
MetroVision as a group. Each of
MetroVision's officers and directors has
indicated his present intention to vote
for the Merger, the Reverse Stock Split
and each of the other proposals being
submitted to shareholders for their
consideration at the Meeting.
Additionally, the directors and
executive officers of York Hannover
beneficially own 300,000 shares
of Common Stock, representing
approximately 4.1% of the issued and
outstanding Common Stock, and have
indicated their present intention to
vote for each of the foregoing
proposals. See "The Annual Meeting,
Voting and Proxies," and "Beneficial
Ownership of MetroVision Capital Stock."

THE MERGER

EFFECT OF THE MERGER.................. At the Effective Time, York Hannover
will merge with and into MetroVision,
the separate corporate existence of York
Hannover will cease and MetroVision will
be the surviving corporation in the
Merger. Each outstanding share of York
Hannover common stock will be converted
into the right to receive 4,000 shares
of MetroVision Common Stock, or an
aggregate of 4,000,000 shares,
representing approximately 71.8% of the
shares of Common Stock to be issued and
outstanding following the Merger (giving
effect to the Reverse Stock Split).

REASON FOR THE MERGER................. In light of the Board's decision to
change the strategic focus of
MetroVision after having concluded that
its current business operations cannot
be sustained due in large part to
MetroVision's severe financial
difficulties, the Board of Directors
believes that the Merger

7
<PAGE>
represents the most attractive
alternative likely available to the
MetroVision shareholders to maximize
share value. The Board has concluded
that York Hannover is strategically
positioned to effectively compete in an
expanding marketplace, and that the
MetroVision shareholders have an
opportunity to benefit therefrom. See
"Proposal 2 -- The Merger -- Reason for
the Merger; Recommendation of the Board
of Directors" and "MetroVision's
Management's Discussion and Analysis of
Financial Condition and Results of
Operations."

RECOMMENDATION OF THE
BOARD OF DIRECTORS.................... The Board of Directors of MetroVision
has approved, by unanimous vote, the
Merger Agreement and the Merger and
recommends that all shareholders vote
"FOR" the Merger Agreement and the
"Merger." It is expected that all
directors and executive officers of
MetroVision will vote in favor of the
Merger Agreement and the Merger. See
"Proposal 2 -- The Merger -- Reasons for
the Merger; Recommendation of the Board
of Directors."

NO OPINION OF FINANCIAL ADVISOR....... The Board of Directors concluded not to
engage a financial advisor to render an
opinion as to the fairness to the
MetroVision shareholders of issuing
4,000,000 shares of Common Stock in
exchange for all of the York Hannover
common stock in the Merger. See
"Proposal 2 -- The Merger -- Reasons for
the Merger; Recommendation of the Board
of Directors."

INTERESTS OF CERTAIN PERSONS
IN THE MERGER......................... The MetroVision Board of Directors has
concluded that none of MetroVision's
officers and directors has any interest
in the Merger which is in material
conflict with or otherwise inconsistent
with the interests of the MetroVision
shareholders generally.

EFFECTIVE TIME OF THE MERGER.......... The Effective Time of the Merger is the
date and time the Certificate of Merger
is filed with the Secretary of State of
the State of New York and the Secretary
of State of the State of Florida in
accordance with the applicable
provisions of the New York Business
Corporation Law, as amended (the "New
York Law"), and the Florida Business
Corporation Act (the "Florida Law"),
respectively. It is expected that the
Effective Time will occur shortly
following the Meeting and after all
filings incident to the Merger and all
other conditions as set forth in the
Merger Agreement have been satisfied or
waived. See "The Merger Agreement."

8
<PAGE>
CONDITIONS TO THE MERGER.............. The obligations of MetroVision and York
Hannover to consummate the Merger are
subject to certain conditions,
including, but not limited to: (a)
approval of the Merger and Merger
Agreement by the MetroVision
shareholders; (b) approval of the
Reverse Stock Split by the MetroVision
shareholders; (c) the absence of legal
challenges to the Merger; and (d) the
accuracy of the representations and
warranties made by the other parties and
compliance by the other parties with
applicable covenants. See "The Merger
Agreement."

REGULATORY FILINGS OR APPROVALS....... Except for compliance with applicable
federal and state securities laws,
neither MetroVision nor York Hannover is
aware of any governmental or regulatory
requirements relating to consummation of
the Merger.

APPRAISAL RIGHTS...................... MetroVision shareholders are not
entitled to dissenters' rights of
appraisal under the New York Law in
connection with the Merger.

FEDERAL INCOME TAX CONSEQUENCES....... MetroVision does not expect that the
Merger will have any specific federal
income tax consequences to the
MetroVision shareholders. See "The
Merger Agreement -- Federal Income Tax
Consequences of the Merger to the
MetroVision Shareholders."

ACCOUNTING TREATMENT.................. The Merger will be accounted for as a
reverse acquisition of MetroVision by
York Hannover in a transaction accounted
for using the purchase method of
accounting as prescribed by Accounting
Principles Board ("APB") Opinion No. 16.
In the reverse acquisition transaction,
York Hannover will be treated as the
acquirer for financial reporting
purposes. The purchase method of
accounting prescribes that the acquiring
company allocate the cost of an acquired
company, including the expenses of the
acquisition, to the assets acquired and
liabilities assumed as of the date of
the acquisition based upon their fair
values. Any excess of cost incurred over
the values of assets acquired less
liabilities assumed is recorded as
goodwill and amortized over its expected
benefit period. See "The Merger
Agreement -- Accounting Treatment of the
Merger."

RISK FACTORS.......................... The Merger and the business of York
Hannover is subject to certain risks
which all shareholders should consider
in evaluating the proposal to approve
and adopt the Merger Agreement and the
Merger. See "Risk Factors."

9
<PAGE>
THE OTHER PROPOSALS

THE REVERSE STOCK SPLIT............... Pursuant to an amendment to
MetroVision's Restated Certificate of
Incorporation, one share of Common Stock
would be issued in exchange for every
4.6 shares of Common Stock held of
record on the effective date of the
amendment. Each shareholder whose shares
on the record date are not evenly
divisible by 4.6 will be entitled to
receive cash in lieu of fractional
shares based on the market price for the
Common Stock on the effective date. The
Reverse Stock Split will not affect any
shareholder's proportionate equity
interest in MetroVision except for those
shareholders who receive cash in lieu of
fractional shares. The purpose of the
Reverse Stock Split is both to comply
with a condition to the Merger that the
Reverse Stock Split be approved and
effective prior to the Effective Time,
as well as to attempt to increase the
price for the Common Stock to enable
MetroVision to again resume trading on
the Nasdaq SmallCap Market, which the
Board believes will stimulate interest
in the Common Stock and promote
liquidity for its shareholders. See
"Proposal 1 -- Amendment to Restated
Certificate of Incorporation to Effect 1
for 4.6 Reverse Stock Split."

CHANGE OF CORPORATE NAME.............. Pursuant to an amendment to
MetroVision's Restated Certificate of
Incorporation, the corporate name of
MetroVision would be changed to "York
Hannover Health Care, Inc." The change
in the corporate name, which would be
effective only if the Merger is
consummated, is intended to more
appropriately reflect the primary
business and strategic focus of
MetroVision following the Merger. See
"Proposal 3 -- Change of Corporate
Name."

ELECTION OF ALTERNATE SLATE OF
DIRECTORS............................. In connection with the Merger,
MetroVision has agreed to increase the
number of members to its Board of
Directors from four to five and to
propose a slate of five directors,
consisting of Thomas M. Clarke, Lawrence
B. Cummings (Messrs. Clarke and Cummings
are the principal shareholders of
Stockbridge), Peter W. Doelger, Robert
F. Hussey and Courtlandt G. Miller as
nominees for election to the Board of
Directors and to serve if the Merger is
consummated (the "Merger Slate"). Since
there can be no assurance that the
Merger will, in fact, be consummated, an
alternative slate of directors,
consisting of the four incumbent
directors, Don Stephen Aron, Joseph A.
Calabrese, William Hessick III and
Robert F. Hussey, have been nominated
for election to the Board and to serve
if the Merger is not consummated (the
"Non-Merger Slate"). Since the outcome
of the Merger proposal will not be known

10
<PAGE>
until after the Meeting, it is
imperative that shareholders of
MetroVision vote for BOTH slates of
directors with the understanding that
only one slate of directors will
actually serve depending on whether the
Merger is consummated. See "Proposal 4
-- Election of Alternate Slate of
Directors."

INCREASE IN AUTHORIZED SHARES......... By virtue of the Reverse Stock Split,
the number of authorized shares of
MetroVision Common Stock will be reduced
from 10,000,000 shares, $.001 par value
per share, to 2,173,913 shares, $.001
par value per share. At the Meeting,
shareholders are being asked to approve
an amendment to MetroVision's Restated
Certificate of Incorporation to increase
the number of authorized shares of
MetroVision Common Stock from 2,173,913
shares (giving effect to the Reverse
Stock Split) to 25,000,000 shares. To
consummate the Merger, MetroVision will
be obligated to issue an aggregate of
4,000,000 shares of Common Stock. In
addition, upon consummation of the
Merger, Messrs. Lawrence B. Cummings and
Thomas M. Clarke, MetroVision's new
Chief Executive Officer and Chairman,
respectively, will each be granted
common stock purchase warrants to
purchase 750,000 shares of Common Stock
pursuant to vesting agreements and in
lieu of salaries otherwise payable under
employment agreements to be entered into
upon closing of the Merger. Accordingly,
MetroVision will be unable to consummate
the Merger and related transactions
without shareholder approval of an
increase in the number of authorized
shares of Common Stock.

11
<PAGE>
INCREASE IN SHARES RESERVED FOR
ISSUANCE UNDER METROVISION'S
STOCK OPTION PLAN..................... MetroVision's Employee Stock Plan (the
"Employee Stock Plan") provides for the
grant of qualified and non-qualified
stock options to employees, consultants
and directors of MetroVision to purchase
an aggregate of 450,000 shares of Common
Stock (97,826 shares giving effect to
the Reverse Stock Split). As of the
record date, all 450,000 shares of
Common Stock were reserved for issuance
(97,826 shares giving effect to the
Reverse Stock Split) upon exercise of
outstanding stock options. On November
1, 1996, the Board of Directors of
MetroVision authorized an amendment,
subject to shareholder approval being
sought herein, to increase the number of
shares of Common Stock reserved under
the Plan to an aggregate of 900,000
shares (giving effect to the Reverse
Stock Split).

12
<PAGE>
COMPARATIVE SHARE DATA

The following table sets forth for the periods indicated (1) the historical
net loss per common share and the historical book value per common share data of
MetroVision Common Stock and (2) the unaudited pro forma net loss per common
share of capital stock and the unaudited pro forma book value data per share of
MetroVision Common Stock after giving effect to the Merger. MetroVision has not
declared or paid cash dividends for the periods indicated. See "Price Range of
MetroVision Common Stock." The information presented in the following table
should be read in conjunction with the separate historical consolidated
financial statements, including the notes thereto, and the interim unaudited
consolidated condensed financial statements of MetroVision and the notes thereto
appearing elsewhere herein.

METROVISION PRO FORMA
HISTORICAL COMBINED(1)
----------- ------------
Net (loss) per common share:
Nine months ended September 30, 1996........ (.22) (.25)
Twelve months ended December 31, 1995....... (.16) (.10)
Book value per share(2):
September 30, 1996.......................... .09 (.17)

- ------------------
(1) Gives effect to the Merger and related transactions described herein under
"Unaudited Summary Pro Forma Combined Condensed Consolidated Financial
Information."
(2) Computed by dividing shareholders' equity by shares outstanding on the date
indicated.

There is no established public trading market for the York Hanover Common
Stock insofar as all outstanding shares are owned by Stockbridge. Accordingly,
there are no published market quotations for such stock.

On May 7, 1996, the last trading day prior to the public announcement of
the Merger Agreement, the closing bid and asked prices for the MetroVision
Common Stock and Units as reported on the Nasdaq SmallCap Market were $.344 and
$.375 per share and $1.75 and $2.25 per Unit. See "Price Range of MetroVision
Common Stock."

THE SPECIAL MEETING

INTRODUCTION; PURPOSE OF THE MEETING

This Proxy Statement/Prospectus is being furnished to holders of
MetroVision Common Stock and 5% Preferred Stock in connection with the
solicitation of proxies by the Board of Directors of MetroVision for use at the
Special Meeting of Shareholders (the "Meeting") to be held on April 1, 1997 at
10:00 a.m., local time, at 405 Park Avenue, Sixteenth Floor, New York, New York
10022.

At the Meeting, shareholders will be asked to consider and vote upon 1) the
Reverse Stock Split; 2) the Merger Agreement and the Merger; 3) a change to
MetroVision's corporate name to "York Hannover Health Care, Inc.," to be
effective only if the Merger is consummated; 4) the election of two slates of
nominees for election as directors of MetroVision, only one slate of which will
take office depending upon whether the Merger is consummated; 5) an amendment to
MetroVision's Restated Certificate of Incorporation to increase the authorized
number of shares of MetroVision Common Stock which MetroVision has authority to
issue from 2,173,913 shares (giving effect to the Reverse Stock Split) to
25,000,000 shares; 6) an amendment to MetroVision's Employee Stock Option Plan
to increase the number of shares of Common Stock authorized for issuance upon
the exercise of options granted thereunder to 900,000 shares; and 7) such other
business as may properly come before the meeting or any adjournments or
postponements thereof.

Pursuant to the Merger Agreement, a copy of which is included in this Proxy
Statement/Prospectus as Annex "A," MetroVision will issue 4,000,000 shares of
Common Stock to Stockbridge, the parent company of York Hannover, which shares
will represent approximately 71.8%

13
<PAGE>
of the shares of Common Stock to be issued and outstanding following
consummation of the Merger. In addition, in connection with the Merger, the sole
shareholders of Stockbridge, Lawrence B. Cummings and Thomas M. Clarke, each
will be granted common stock purchase warrants to purchase 750,000 shares of
Common Stock, exercisable over five years pursuant to vesting agreements, in
lieu of salaries which otherwise would be payable in connection with employment
agreements to be entered into by such persons with MetroVision. If all of such
warrants are exercised by these individuals, Messrs. Cummings and Clarke,
directly or indirectly through Stockbridge, would beneficially own approximately
78.7% of the Common Stock then issued and outstanding.

This Proxy Statement/Prospectus also constitutes a prospectus of
MetroVision with respect to the shares of Common Stock to be issued in the
Merger in exchange for the shares of common stock of York Hannover.

SOLICITATION OF PROXIES

The enclosed proxy is being solicited by the Board of Directors for use in
connection with the Meeting and any postponement or adjournment thereof. All
shares of Common Stock and 5% Preferred Stock represented at the Meeting by
properly executed proxies received prior to or at the Meeting or any
postponement or adjournment thereof, and not revoked in the manner described
below, will be voted in accordance with the instructions indicated on such
proxies. If no instructions are indicated, the proxies will be voted in favor of
the proposal to approve and adopt the Merger Agreement and the Merger, for the
Reverse Stock Split, for the two slates of nominees for election to the Board of
Directors, for each of the other proposals being submitted to shareholders at
the Meeting for their consideration and, at the discretion of the proxy holder,
as to any other matter which may properly come before the Meeting.

The Board knows of no matter which will be presented for consideration at
the Meeting other than those matters set forth in the Notice of Special Meeting
accompanying this Proxy Statement/Prospectus. If any other matters are properly
presented for action at the Meeting or any postponement or adjournment thereof,
the persons named in the enclosed proxy will have authority to vote on such
matters in their sole discretion.

If a quorum for the Meeting is not obtained or, as to any one or more
proposals, if fewer shares are voted in favor of the proposal then the number of
shares required for such approval, the Meeting may be adjourned for the purposes
of obtaining additional proxies or votes or for any other purpose and, at any
subsequent reconvening of the Meeting, all proxies will be voted in the same
manner as such proxies would have been voted at the original convening of the
Meeting (except for any proxies which have theretofore effectively been revoked
or withdrawn), notwithstanding that they may have been effectively voted on the
same or any other matter at a previous Meeting. Any proxies voted against the
Merger may not be voted at the Meeting in favor of adjournment of the Meeting.

Proxies marked "abstain" are included in determining a quorum, but broker
proxies which have not voted on a particular proposal are not included in
determining a quorum with respect to that proposal. Abstentions from broker
non-votes are not treated as votes cast in the election of directors, and thus
are not the equivalent of votes against a nominee. An abstention will be counted
as present at the Meeting and is the equivalent of a vote against matters other
than the election of directors (i.e., to take affirmative action, the number of
affirmative votes must exceed the combined number of "no" votes and
abstentions). Broker non-votes on any matter other than the election of
directors will not be counted as shares present at the Meeting nor will they
affect the vote with respect to that matter.

REVOCATION OF PROXIES

Proxies may be revoked by those persons executing proxies at any time
before the authority granted thereby is exercised by (a) delivering to the
Secretary of MetroVision at or before the Meeting a written notice of revocation
bearing a later date than the proxy, (b) duly executing a subsequently dated
proxy relating to the same shares and delivering it to the Secretary of
MetroVision at or before the Meeting or (c) attending the Meeting and voting in
person (although attendance at the Meeting will

14
<PAGE>
not in and of itself constitute revocation of a proxy). Any written notice
revoking a proxy should be delivered at or prior to the Meeting to the attention
of the Corporate Secretary, MetroVision of North America, Inc., 424 Madison
Avenue, New York, New York 10017.

EXPENSES

MetroVision will bear the costs of the solicitation of its proxies in
connection with the Meeting, including the costs of preparing, assembling and
mailing proxy materials and the handling and tabulations of proxies received. In
addition to solicitation of proxies by mail, proxies in connection with the
Meeting may be solicited by directors of MetroVision, at no additional
compensation, by telephone, telegram, personal interviews or otherwise.
Arrangements also have been made with respect to brokerage firms, custodians,
nominees and fiduciaries to forward solicitation materials to beneficial owners
of shares held of record by such persons or firms or their nominees, and in
connection therewith, such firms will be reimbursed for the reasonable
out-of-pocket expenses in forwarding such materials.

Neither MetroVision nor any person acting on its behalf has retained any
other person to make solicitations or recommendations to shareholders with
respect to the Reverse Stock Split, the Merger or any other proposal submitted
to the shareholders for consideration at the Meeting.

VOTING SECURITIES; RECORD DATE; QUORUM

Only shareholders of record of Common Stock and 5% Preferred Stock at the
close of business on February 19, 1997 are entitled to notice of and to vote at
the Meeting and at any adjournment or postponement thereof. At that date, there
were 7,241,664 shares of Common Stock and 648,535 shares of 5% Preferred Stock
issued and outstanding. Each share of Common Stock and 5% Preferred Stock is
entitled to one vote per share, exercisable in person or by duly executed proxy,
on all matters which properly come before the meeting or any adjournment or
postponement thereof. There is no cumulative voting in the election of
directors. The presence, in person or by proxy, of shareholders entitled to cast
at least a majority of the shares of Common Stock and 5% Preferred Stock,
counted as a single class, outstanding on the record date will constitute a
quorum for purposes of the Meeting. Approval of the Merger requires the
affirmative vote of the holders of two-thirds of the outstanding shares of
Common Stock and 5% Preferred Stock, voting as a single class in person or by
proxy at the Meeting. Approval of the Reverse Stock Split, the other amendments
to the MetroVision Restated Certificate of Incorporation, the election of
directors and the amendments to MetroVision Stock Option Plan requires the
affirmative vote of the holders of a majority of the shares of Common Stock and
5% Preferred Stock, voting together as a single class in person or by proxy at
the Meeting.

15
<PAGE>
METROVISION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial information as of December
31, 1995, 1994, 1993, 1992 and 1991, and for the fiscal years then ended, is
derived from the audited consolidated financial statements of MetroVision.
Reference is made to the historical audited condensed consolidated financial
statements as of December 31, 1995 and for each of the three fiscal years then
ended appearing elsewhere herein. The unaudited selected historical consolidated
financial information as of September 30, 1996 and for the nine months ended
September 30, 1996 and 1995 have been derived from the unaudited condensed
consolidated financial statements appearing elsewhere herein. The unaudited
condensed consolidated financial statements have been prepared on a basis
consistent with the audited financial statements and, in the opinion of
management, include all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial condition and results of
operations for the periods presented. The results for the nine months ended
September 30, 1996 are not necessarily indicative of results that may be
expected for the fiscal year ended December 31, 1996. The historical data should
be read in conjunction with "MetroVision's Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere herein. All
of the data set forth below are qualified by reference to, and should be read in
conjunction with, the Unaudited Pro Forma Combined Condensed Consolidated
Financial Statements and footnotes thereto included elsewhere herein.

METROVISION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS
TWELVE MONTHS ENDED DECEMBER 31, ENDED SEPTEMBER 30,
--------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data
Net revenues............................... $ 847 $ 1,011 $ 1,110 $ 1,030 $ 1,625 $ 1,063 $ 684
Expenses:
Cost of revenues........................... 391 556 558 481 722 486 286
Selling, general and administrative...... 1,639 1,899 1,693 1,810 988 774 617
Depreciation and amortization............ 336 369 480 467 443 484 398
Interest expense (income), net........... 26 (67) 19 (37) 2 0 9
Writedown of contract rights and
installation assets.................. 0 0 400 250 0 608
Net loss................................... (1,545) (1,746) (1,640) (2,091) (780) (681) (1,234)
Net loss per common share.................. (2.21) (1.07) (.66) (.34) (.16) (.14) (.22)
Weighted average shares outstanding........ 763 1,765 2,775 6,717 5,988 5,964 6,299
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------- SEPTEMBER 30,
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data
Working capital (deficit)............................ 2,973 34 1,829 (14) (181) (424)
Total assets......................................... 5,177 3,474 5,509 3,283 2,632 1,228
Short-term debt...................................... 55 70 250 96 96 136
Long-term debt (excluding current portion)........... 10 250 0 0 0 0
Common stockholders' equity.......................... 4,376 2,743 4,760 2,643 1,866 633
</TABLE>

16
<PAGE>
YORK HANNOVER SUMMARY HISTORICAL
FINANCIAL DATA

The selected historical financial information as of December 31, 1995 and
1994 and for the fiscal years then ended, is derived from the audited financial
statements of York Hannover. Reference is made to the historical audited
financial statements as of December 31, 1995 and for each of the two fiscal
years then ended appearing elsewhere herein. The unaudited selected historical
financial information as of September 30, 1996 and September 30, 1995 and for
the nine month periods then ended have been derived from the unaudited financial
statements appearing elsewhere herein. The unaudited condensed financial
statements have been prepared on a basis consistent with the audited financial
statements and, in the opinion of management, include all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the financial condition and results of operations for the periods presented. The
results for the nine months ended September 30, 1996 are not necessarily
indicative of results that may be expected for the fiscal year ended December
31, 1996. The historical data should be read in conjunction with "York
Hannover's Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein. All of the data set forth
below are qualified by reference to, and should be read in conjunction with, the
Unaudited Pro Forma Combined Condensed Consolidated Financial Statements and
footnotes thereto included elsewhere herein. York Hannover purchased its
business in December 1993.

YORK HANNOVER SUMMARY HISTORICAL CONDENSED FINANCIAL DATA
(IN THOUSANDS)

AS ADJUSTED(1)
-------------------------------------
NINE MONTHS ENDED YEAR ENDED NINE MONTHS
YEAR ENDED DECEMBER 31, SEPTEMBER 30, DECEMBER 31, ENDED SEPTEMBER 30,
----------------------------------- ------------------ ------------ ---------------------
PREDCESSOR(2)
-------------
1993 1994 1995 1995 1996 1995 1995 1996
------------- ------- ------- ------- ------- ------------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net patient revenues......... $ 3,466 $ 4,260 $ 2,673 $ 2,673 $ -- $ -- $ -- $
Other revenues, including
equity earnings............ -- -- 277 87 399 473 364 399
---------- ------- ------- ------- ------- ---------- ------- -------
Total revenues............... 3,466 4,260 2,950 2,760 399 473 364 399
Cost of patient revenues..... 1,924 2,396 1,392 1,375 -- -- -- --
Selling, general and
administrative............. 950 1,128 1,546 1,363 252 360 270 252
Depreciation and
amortization............... 476 82 45 45 -- -- -- --
Interest expense (income),
net........................ 159 319 290 227 214 290 217 214
---------- ------- ------- ------- ------- ---------- ------- -------
Net income (loss)............ $ (43) $ 335 $ (323) $ (250) $ (67) $ (177) $ (123) $ (67)
---------- ------- ------- ------- ------- ---------- ------- -------
---------- ------- ------- ------- ------- ---------- ------- -------
</TABLE>

- ------------------
(1) To reflect operating results on an equity basis of accounting for revenues
and expenses given the formation of the equity investment in the York
Hannover Partnership made on August 1, 1995 as if it occurred on January 1,
1995.

(2) Reflects operations of predecessor entity prior to purchase by York Hannover
in December 1993 and does not represent the ongoing operations after the
purchase.

17
<PAGE>
YORK HANNOVER SUMMARY HISTORICAL FINANCIAL DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- SEPTEMBER 30,
1993 1994 1995 1996
----- ----- ----- -------------
<S> <C> <C> <C> <C>
Balance Sheet Data
Working capital (Deficit).................... 430 34 (192) (2,635)
Total assets................................. 842 1,335 1,240 1,635
Short-term debt.............................. -- 771 174 2,107
Long-term debt (excluding current portion)... 2,713 1,924 2,180 --
</TABLE>

Due to the significance of the York Hannover Partnership investment to York
Hannover, the following financial information is provided with regard to the
York Hannover Partnership. Subsequent to the Merger, York Hannover's sole asset
will consist of its 40% interest in the York Hannover Partnership.

YORK HANNOVER PARTNERSHIP HISTORICAL FINANCIAL DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
UNAUDITED
NINE MONTHS
FIVE MONTHS ENDED ENDED
DECEMBER 31, 1995(A) SEPTEMBER 30, 1996
-------------------- ------------------
<S> <C> <C>
Statement of Operations Data
Net revenues............................. $2,563 $6,583
Expenses:
Cost of revenue........................ 1,348 3,606
Selling, general and administrative.... 925 2,313
Depreciation........................... 31 82
Net income............................... 259 582
Balance Sheet Data
Working capital........................ 1,154 1,598
Short-term debt........................ 281 730
Long-term debt......................... 360 388
Partner's capital...................... 1,383 1,840
</TABLE>

- ------------------
(a) York Hannover Partnership commenced operations on August 1, 1995.

18
<PAGE>
UNAUDITED SUMMARY PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

MetroVision and York Hannover have entered into a Merger Agreement, subject
to approval by the shareholders of MetroVision, whereby Stockbridge, the sole
stockholder of York Hannover, will exchange all outstanding common stock of York
Hannover with MetroVision for 4,000,000 newly issued shares of Common Stock.
Under the terms of the Merger Agreement, York Hannover will distribute all of
its assets and liabilities to Stockbridge prior to the Merger except for its 40%
interest in York Hannover Partnership and certain outstanding debt and related
accrued interest. As a condition of the Merger, MetroVision will complete a 1 to
4.6 Reverse Stock Split of its Common Stock, reducing the number of MetroVision
shares outstanding on a post-Merger basis.

The Merger will be accounted for as a reverse acquisition of MetroVision by
York Hannover in a transaction accounted for using the purchase method of
accounting as prescribed by Accounting Principles Board Opinion No. 16. In the
reverse acquisition transaction, York Hannover will be treated as the acquirer
for financial reporting purposes. The purchase method of accounting prescribes
that the acquiring company allocate the cost of an acquired company, including
the expenses of the acquisition, to the assets acquired and liabilities assumed
as of the date of the acquisition based upon their fair values. Any excess of
cost incurred over the values of assets acquired less liabilities assumed is
recorded as goodwill and amortized over its expected benefit period. Therefore,
any excess of the fair value of MetroVision's assets less its liabilities over
the historical basis of MetroVision's assets less its liabilities would be
recorded as goodwill and amortized over its expected benefit period. Any excess
of the historical basis of MetroVision's assets less its liabilities over the
fair value of MetroVision's assets less its liabilities would result in negative
goodwill which would be allocated to reduce the noncurrent assets of the
Surviving Corporation. York Hannover management and MetroVision management have
estimated the fair value of MetroVision's assets less its liabilities to be
$600,000 as of September 30, 1996 compared to a historical basis of $632,633.
Based on this estimate, negative goodwill of $32,633 has been allocated to the
noncurrent assets of the Surviving Corporation in the pro forma information as
of and for the nine months ended September 30, 1996.

The following unaudited pro forma consolidated balance sheet as of
September 30, 1996 has been prepared based on the historical balance sheets of
MetroVision and York Hannover, as adjusted to reflect the Merger as if it had
occurred on September 30, 1996. The unaudited pro forma consolidated income
statements for the year ended December 31, 1995 and for the nine months ended
September 30, 1996 have been prepared based on the historical income statements
of MetroVision and York Hannover, adjusted to reflect the Merger as if it had
occurred on January 1 of each respective period. The information is presented
for informational purposes only and, therefore, is not necessarily indicative of
the financial position or operating results that would have occurred or might be
achieved if the Merger had occurred at an earlier date, nor is it necessarily
indicative of the financial position or operating results that may occur in the
future.

19
<PAGE>
YORK HANNOVER SUMMARY PRO FORMA CONSOLIDATED BALANCE SHEET DATA
SEPTEMBER 30, 1996
(UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
YORK PRO FORMA
METROVISION HANNOVER PURCHASE PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
----------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets................................................. $ 171 $ 494 $ (494)(a) $ 171
Property and equipment, net.................................... 1,034 0 (29)(b) 1,005
Other.......................................................... 23 1,141 (485)(a) 675
(4)(b)
------- --------- ------- -------
Total Assets.............................................. $ 1,228 $ 1,635 $(1,012) $ 1,851
------- --------- ------- -------
------- --------- ------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities, excluding short-term debt................. $ 459 $ 1,023 $ (792)(a) $ 690
Short-term debt................................................ 135 2,107 (157)(a) 2,085
Long-term debt................................................. -- -- -- --
Other.......................................................... -- 777 (777)(a) --
Preferred stock................................................ 1 -- -- 1
Common shareholders' equity.................................... 633 (2,272) (33)(b) (925)
747(d)
------- --------- ------- -------
Total Liabilities and shareholders' equity................ $ 1,228 $ 1,635 $(1,012) $ 1,851
------- --------- ------- -------
------- --------- ------- -------
</TABLE>

- ------------------
(a) Elimination of York Hannover assets (consisting of: cash -- $55; marketable
securities -- $439; due from York Hannover Partnership -- $98; due from
related parties -- $245; and deferred tax asset -- $142) and liabilities
(consisting of: accounts payable -- $260; accrued expenses -- $165; due to
affiliates -- $367; short-term debt -- $157; and deferred revenue -- $777)
not being contributed in the Merger.

(b) Adjustments to reflect estimated fair value of MetroVision's assets and
liabilities which have been estimated to be $600,000.

(d) Reflects cumulative effect of the above adjustments.

20
<PAGE>
YORK HANNOVER SUMMARY PRO FORMA CONSOLIDATED STATEMENT OF INCOME DATA
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS TO PRO FORMA
RETROACTIVELY ADJUSTMENTS TO
YORK RESTATE REFLECT
METROVISION HANNOVER PARTNERSHIP PURCHASE OF PRO FORMA
HISTORICAL HISTORICAL TRANSACTION (A) METROVISION COMBINED
----------- ---------- --------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Total revenues.......................... $ 1,625 $2,950 $(2,477) $ $ 2,098
Cost of revenues........................ 722 1,392 (1,392) 722
Selling, general and
administrative........................ 988 1,546 (1,186) (360)(d) 988
Depreciation and amortization........... 443 45 (45) (231)(b) 212
Interest expense, net................... 2 290 (23)(c) 269
Writedown of contract rights and
installation assets................... 250 250
----------- ------ ------- ------ ----------
Net Loss................................ (780) $ (323) $ 146 $ 614 (343)
------ ------- ------
------ ------- ------
Less -- Preferred stock dividend
requirements.......................... 182 182
----------- ----------
Net loss applicable to
common stock.......................... $ (962) $ (525)
----------- ----------
----------- ----------
Weighted average number
of shares............................. 5,988,143 5,301,770(e)
Net loss per common share............... (.16) (.10)(e)
</TABLE>

- ------------------
(a) To adjust York Hannover historical and York Hannover adjusted as if the York
Hannover Partnership transaction on August 1, 1995 had occurred on January
1, 1995. See "Information Concerning York Hannover" appearing elsewhere
herein.

(b) To adjust depreciation and amortization to reflect reduced property and
equipment balance.

(d) To adjust selling, general and administrative expenses for York Hannover
management fees expense not to be incurred by the Surviving Corporation.

(e) Weighted average shares based on 1,519,097 shares outstanding after Reverse
Stock Split and 4,000,000 shares to be issued to the York Hannover
shareholder.

21
<PAGE>
YORK HANNOVER SUMMARY PRO FORMA CONSOLIDATED STATEMENT OF INCOME DATA
NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS TO
REFLECT
METROVISION YORK HANNOVER PURCHASE OF PRO FORMA
HISTORICAL HISTORICAL METROVISION COMBINED
----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
Total revenues................................... $ 684 $ 399 $ (166)(d) $ 917
Cost of revenues................................. 286 -- 286
Selling, general and administrative.............. 617 252 (241)(c) 628
Depreciation and amortization.................... 398 -- (11)(a) 387
Writedown of contract rights and installation
assets......................................... 608 -- -- 608
Interest expense, net............................ 9 214 (27)(b) 196
----------- ----- ----------- -----------
Net Loss......................................... (1,234) $ (67) $ 113 (1,188)
----- -----------
----- -----------
Less -- preferred stock dividend requirements.... 135 135
----------- -----------
Net loss applicable to common stock.............. $ (1,369) $ (1,323)
----------- -----------
----------- -----------
Weighted average number of shares................ 6,299,083 5,369,366(e)
Net loss per common share........................ (.22) (.25)(e)
</TABLE>

- ------------------
(a) To adjust depreciation and amortization to reflect reduced property and
equipment balance as a result of fair value assigned to the MetroVision
assets.

(b) To adjust interest expense for York Hannover debt not being contributed in
the Merger.

(c) To adjust selling, general and administrative expenses for York Hannover
management fees expense not to be incurred by the Surviving Corporation.

(d) To adjust revenues for amortization income and revenues related to services
not being contributed in the Merger.

(e) Weighted average shares based on 1,519,104 shares outstanding after Reverse
Stock Split and 4,000,000 shares to be issued to the York Hannover
shareholder.

<PAGE>

RISK FACTORS

In addition to other information in this Proxy Statement/Prospectus, the
following factors should be considered carefully by MetroVision shareholders in
evaluating the Merger, York Hannover and its business and prospects and before
voting on the other matters described herein.

LOSSES FROM CONTINUING OPERATIONS

During the past three fiscal years, MetroVision has incurred net losses in
excess of $4.5 million. An integral factor in the Board of Directors'
determination to proceed with the Merger was its conclusion that MetroVision
does not currently have sufficient available cash, and is unable to generate
sufficient cash from operations or attract sufficient external debt or equity
financing, to continue to support its current business. MetroVision's auditors
included an explanatory paragraph in their report which accompanied the most
recent audited consolidated financial statements of MetroVision to the effect
that there was substantial doubt about MetroVision's ability to continue as a
going concern. Although following the Merger, MetroVision will endeavor to seek
a buyer for its video-cable network business as part of its strategy to focus on
the business currently operated by York Hannover, there can be no assurance that
MetroVision will be successful in selling its video-cable network business.
Until such time, if ever, as a sale occurs, MetroVision will continue to incur
operating losses in connection with meeting its obligations to third parties in
connection with its cable-network business, which losses will adversely affect
the results of operations to be derived from the business of York Hannover to be
conducted following the Merger, and the revenues to be generated by York
Hannover are not likely to be sufficient to offset the MetroVision losses. In
such event, some or all of MetroVision's operations would be curtailed or
suspended.

POTENTIAL DISADVANTAGES ASSOCIATED WITH THE MERGER

Although the MetroVision Board of Directors has concluded that the Merger
is fair to and in the best interests of MetroVision and its shareholders, and
has concluded that there are a variety of factors which make the Merger
advantageous to MetroVision and its shareholders, the Board also identified and
considered certain disadvantages which may arise from the Merger. These
disadvantages include: (i) that the Merger will result in the issuance of a
majority of the outstanding common stock to one entity (Stockbridge) that will
be able to dictate the policies and direction of the Surviving Corporation
following the Merger; (ii) the reliance of the Surviving Corporation, as the
minority partner of York Hannover Partnership, on the majority partner who will
have significant discretion in the affairs of York Hannover Partnership; (iii)
the assumption by MetroVision of a $1,950,000 obligation which must be paid in
full by September 30, 1997; and (iv) and the current limited geographic
concentration of York Hannover's business. There can be no assurance that the
advantages expected to be derived from the Merger will offset the adverse impact
which may arise from these foregoing factors. See the other risk factors set
forth herein for a more detailed discussion of these disadvantages and other
related risks.

LACK OF DIRECT OPERATIONS; DEPENDENCE UPON PARTNERSHIP OPERATIONS

Immediately preceding the Merger, the primary asset of York Hannover will
be its 40% minority partnership interest in York Hannover Partnership, a
Wisconsin general partnership, the remaining 60% partnership interest of which
is owned by United Professional Companies, Inc., a Delaware corporation owned by
United Health, Inc., one of the largest owners of nursing homes in the United
States. Since the formation of the Partnership in July 1995, and the
contribution by York Hannover of all of its assets to the Partnership in
exchange for its 40% partnership interest, York Hannover has not had any
operations or employees, and its business, revenues and results of operations
are entirely dependent upon the results of operations and business conducted by
the Partnership. Consequently, notwithstanding the Surviving Corporation's
proposed acquisition strategy following the Merger, the results of operations
and financial condition of the Surviving Corporation will initially be almost

23
<PAGE>
exclusively dependent upon the results of operations and financial condition of
a partnership of which it is a minority partner. Accordingly, York Hannover is
subject to all of the risks attendant to a minority partner of a partnership,
including the ability of the majority general partner to control the day to day
operations and policies of the Partnership and, subject to certain limited
contractual consent rights contained in the Partnership Agreement, the ability
to control or determine all other fundamental decisions relating to the
Partnership's operation. York Hannover does not have control over distributions
made by York Hannover Partnership; however, under the Partnership Agreement for
the York Hannover Partnership, York Hannover is entitled to priority
distributions, which are limited to the lesser of $300,000 or the amount of
annual interest expense due on York Hannover's loan from National HealthCare,
L.P. The priority distributions are also subject to the availability of York
Hannover Partnership cash. No distributions were made during the year ended
December 31, 1995; however, $130,000 was received during the nine months ended
September 30, 1996. Consequently, other than payments in respect of accounts
receivable processing services provided to York Hannover Partnership and the
priority distributions, York Hannover received no payments from York Hannover
Partnership. There can be no assurance that the interests of the majority
partner of York Hannover Partnership will continue to be consistent with the
interests of York Hannover.

Moreover, as a general partnership, each partner of York Hannover
Partnership is jointly and severally liable for the actions of the other
partner. Consequently, in the event the majority partner were to subject the
Partnership to liability by virtue of its actions, the Surviving Corporation
would become jointly and severally liable, even if it had not participated or
otherwise been involved in the actions of the majority partner giving rise to
the liability. Moreover, the ability of the Surviving Corporation to seek
indemnity against the majority partner for claims asserted against the Surviving
Corporation by virtue of the majority partner's actions would be dependent upon
the financial condition of the majority partner. See "Summary of York Hannover
Partnership Partnership Agreement."

NEED FOR ADDITIONAL FINANCING

Neither MetroVision nor York Hannover has significant cash on hand.
Moreover, there can be no assurance that the Surviving Corporation's cash
generated from operations will support the Surviving Corporation's business.
Additionally, if the holders of MetroVision's 5% Preferred Stock elect not to
exchange their shares for shares of Common Stock pursuant to an Exchange Offer
to be made available following the Merger (see "Proposal 5 -- Increase in
Authorized Shares of MetroVision Common Stock"), the Surviving Corporation will
be obligated to pay to the holders of the 5% Preferred Stock accrued and unpaid
dividends which, at September 30, 1996, aggregated approximately $677,000. See
"MetroVision's Management's Discussion and Analysis of Financial Condition and
Results of Operations."

During 1993, York Hannover entered into a $2,500,000.00 promissory note
("the Promissory Note") with National HealthCare L.P. ("NHCLP"), of which
$1,950,000 was outstanding at September 30, 1996. The Promissory Note was
scheduled to mature on September 17, 1995. During 1995, the Promissory Note was
restructured and the maturity date was extended to January 17, 1999; however,
because York Hannover has breached certain covenants relating principally to
maintaining positive working capital, the Promissory Note's maturity date has
been accelerated to September 30, 1997. York Hannover's failure to pay the
Promissory Note on or before September 30, 1997 will result in a default and
NHCLP will be entitled to exercise its rights as a secured creditor against York
Hannover's partnership interest in the York Hannover Partnership, including the
right to take possession of and sell such partnership interest to satisfy the
obligation under the Promissory Note. As a result of the Merger, the Surviving
Corporation will assume by operation of law York Hannover's obligation to repay
the Promissory Note. In the event of a default in the failure to pay the
principal and interest on September 30, 1997, NHCLP will be entitled to satisfy
the obligation by taking title to the Surviving Corporation's partnership
interest in the York Hannover Partnership and by seeking recourse against the
Surviving Corporation's other assets if necessary. There can be no assurance
that the Surviving Corporation will be able to generate sufficient cash to meet
debt requirements and may have

24
<PAGE>
to finance ongoing operations through alternate sources of financing or through
the sale of York Hannover's interest in the York Hannover Partnership.

In light of these commitments and the uncertainty as to the results of
operations of the Surviving Corporation following the Merger, it is likely that
the Surviving Corporation will be dependent upon external financial resources to
continue in business. MetroVision currently has no arrangements with respect to
sources of additional financing, and there can be no assurance that additional
financing will be available to the Surviving Corporation on commercially
reasonable terms, if at all. Any inability to obtain additional financing will
have a material adverse effect on the Surviving Corporation, including possibly
requiring it to significantly curtail some or all of its operations. See
"MetroVision's Management's Discussion and Analysis of Financial Condition and
Results of Operations."

RISKS ASSOCIATED WITH ACQUISITIONS

In accordance with its strategy for growth, which is to build its
institutional pharmacy business dedicated to serving the long-term care market,
the Surviving Corporation intends to engage in a geographic expansion program
which will incorporate an active acquisition program in the long-term care
pharmacy industry. Certain risks are inherent in an acquisition strategy, such
as increasing leverage and debt service requirements, diversion of management
time and attention and combining disparate company cultures and facilities, all
of which could adversely affect the Surviving Corporation's operating results.
The success of any acquisition will depend in part on the Surviving
Corporation's ability to integrate effectively the acquired business into the
Surviving Corporation, and the integration process may involve unforeseen
difficulties and delays and may utilize a substantial portion of the Surviving
Corporation's financial and other resources. No assurance can be given that
suitable acquisition candidates will be identified, financed and purchased on
acceptable terms, or that future acquisitions will, if completed, be successful.
Additionally, the size, timing and integration of possible future acquisitions
may cause substantial fluctuations in operating results from quarter to quarter.
As a result, operating results for any quarter may not necessarily be indicative
of results that may be achieved for any subsequent quarter or for a full fiscal
year.

CURRENT DEPENDENCE ON GEOGRAPHIC MARKET

To date, all of York Hannover Partnership's revenues are derived from
nursing home patients and correctional institution inmates in the State of
Florida. Any change in the regulatory environment or reimbursement rates under
the Florida Medicaid Program would materially adversely affect York Hannover.
Moreover, there can be no assurance that, notwithstanding the Surviving
Corporation's proposed acquisition strategy in other geographic locations, the
market conditions in these other locations will prove as favorable as those
currently in existence in the State of Florida.

DILUTION; CONCENTRATION OF SHARE OWNERSHIP

In the event the Merger is consummated, MetroVision will issue 4,000,000
shares of Common Stock in exchange for the outstanding shares of common stock of
York Hannover, which shares will represent approximately 71.8% of the shares to
be issued and outstanding following the Merger. Additionally, in the event the
common stock purchase warrants to be issued to the two stockholders of
Stockbridge in lieu of salaries for their employment by MetroVision following
the Merger are exercised, the shareholders of Stockbridge will, directly and
indirectly through Stockbridge, beneficially own approximately 78.7% of the
issued and outstanding Common Stock. As a result of this concentration of share
ownership, the stockholders of Stockbridge effectively will be able to control
and dictate the policies and direction of the Surviving Corporation following
the Merger. See "The Merger Agreement" and "Beneficial Ownership of MetroVision
Common Stock."

25
<PAGE>

COMPETITION

The market for providing institutional pharmacy services to nursing home
patients is highly competitive and is likely to remain so in the foreseeable
future. Competition will remain intense both from existing competitors, such as
Pharmacy Corporation of American, Inc., OmniCare, Inc. and Allied Pharmacy,
Inc., as well as from new market entrants, many of whom are expected to have
greater financial, marketing and personnel resources than those available to the
Surviving Corporation in the foreseeable future. There can be no assurance that
the Surviving Corporation will be able to compete successfully with existing or
new competitors. See "Information Concerning York Hannover -- Business --
Competition."

Additionally, MetroVision's current business also is subject to competition
from a number of sources. However, in light of MetroVision's decision not to
expand its video cable business in the future, management does not believe that
any new competition will materially adversely affect the Surviving Corporation's
results of operations.

CUSTOMER CONTRACTS

Consistent with the institutional pharmacy industry, York Hannover
Partnership's contracts with nursing facilities for consulting pharmacy,
wholesale medical supplies and Medicare Part B billing service are cancelable by
either party on 30 day's notice. Although approximately 90% of York Hannover
Partnership's contracts, which accounted for approximately 85% of its revenues
in fiscal year 1995, have been in existence for over five years, and although
termination rates have been historically low, there can be no assurance that its
customer contracts will be renewed and that York Hannover Partnership will
continue to serve all current facilities. Additionally, with respect to
individual prescription activity (both traditional drugs and intravenous
therapies), the State of Florida Medicaid program currently provides patients
with "freedom of choice." "Freedom of choice" prohibits a nursing facility from
requiring its residents to purchase pharmacy or other ancillary medical services
or supplies from particular providers that deal with the nursing home.
Consequently, York Hannover Partnership will usually service less than 100% of a
nursing home's residents. There can be no assurance that York Hannover
Partnership will continue to serve all current individual residents or patients.
See "Information Concerning York Hannover -- Business."

REGULATION AND REIMBURSEMENT

York Hannover Partnership's business is subject to Federal, state and local
regulations, and its pharmacy is required to be licensed by the State of
Florida. The failure to obtain or renew any required regulatory approvals or
licenses could adversely affect the continued operation of York Hannover
Partnership's business and, therefore, the financial condition of the Surviving
Corporation. In addition, the long term care facilities that contract for York
Hannover Partnership's services are also subject to Federal, state and local
regulations and are required to be licensed in the states in which they are
located (currently, Florida). The failure by these institutions to comply with
such regulations or to obtain or renew any required license could result in the
loss of York Hannover Partnership's ability to provide pharmacy services to
their residents. York Hannover Partnership is also subject to Federal and state
laws that prohibit certain direct and indirect payments between health care
providers that are intended, among other things, to induce or encourage the
referral of patients to, or the recommendation of, a particular provider of
items or services. Violation of these laws can result in loss of licensure,
civil and criminal penalties and exclusion from the Medicare and Medicaid
programs.

Approximately 58% of York Hannover Partnership's billings are reimbursed by
government sponsored programs, largely Medicaid and, to a lesser extent,
Medicare, and the remainder is paid or reimbursed by individual patients, long
term care facilities and other third party payers, including private insurers.
Medicaid and Medicare are highly regulated. The failure, even if inadvertent, of
York Hannover Partnership and/or its client institutions to comply with
applicable reimbursement regulations could adversely affect York Hannover
Partnership's business. Additionally, changes in such reimbursement programs or
in regulations related thereto, such as reductions in the allowable

26
<PAGE>

reimbursement levels, modifications in the timing or processing of payments and
other changes intended to limit or decrease the growth of Medicaid and Medicare
expenditures, could adversely affect York Hannover Partnership's businesses. See
"Information Concerning York Hannover -- Government Regulation."

HEALTH CARE REFORM AND DEFERRED BUDGET LEGISLATION

In recent years, a number of legislative proposals have been introduced in
Congress that would effect major changes in the health care system, either
nationally or at the state level. Currently, Congress is considering various
initiatives to establish a framework for balancing the Federal budget. While
President Clinton vetoed the budget bill passed by Congress in November 1995,
many of the budget reduction proposals may still become part of final budget
reconciliation legislation. The bill passed by Congress would have resulted in
significant reductions in payments to providers under the Medicare program and a
major restructuring of the current Medicaid program. With respect to Medicare,
proposals included establishment of a prospective payment system for skilled
nursing facilities ("SNF's"); limits on payments to Medicare SNF's for certain
non-routine services, including, among others, prescription drugs, diagnostic
services, and physical therapy and other rehabilitative services; requiring
consolidated billing by SNF for all Part A and B claims for SNF residents; and
other limits on reimbursement of costs for Medicare SNF services.

The budget legislation would have also replaced the current Medicaid
program with a new "Medi-Grant" program involving Federal block grants to states
for medical assistance provided to low income individuals. While states would be
subject to certain Federal requirements, states would also have broad
flexibility to establish coverage, eligibility and payment standards. Given the
fixed Federal funds that would be available under this Medicaid reform proposal,
there can be no assurance that, if enacted, this or any Medicaid reform proposal
would not have a material adverse effect on the business of York Hannover
Partnership. While budget negotiations are continuing, York Hannover cannot
predict when or whether such legislation will be enacted. It is not possible to
predict the effect of recent reforms on the health care system on York Hannover
Partnership's business or the prospects for or effects of additional reforms.
See "Information Concerning York Hannover -- Government Regulation."

MAINTENANCE CRITERIA FOR NASDAQ SECURITIES; DISCLOSURE RELATING TO LOW PRICED
STOCK

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers Nasdaq, maintains criteria for continued Nasdaq eligibility. On May
22, 1996, MetroVision's Common Stock and Units were de-listed from the Nasdaq
SmallCap Market by the NASD because MetroVision failed to meet certain
maintenance criteria for continued listing. There can be no assurance, however,
that MetroVision will regain its listing on the Nasdaq SmallCap Market. Until
such time, if ever, that MetroVision's Common Stock and Units are so listed, the
Common Stock and Units will trade in the over-the-counter market on an
electronic bulletin board established for securities that do not meet the Nasdaq
SmallCap Market listing requirements or in what is commonly referred to as the
"pink sheets." As a result, holders of Common Stock and Units should expect to
find it more difficult to dispose of, or to obtain accurate quotations on the
price of Common Stock and Units. In addition, by virtue of the delisting,
additional sales practice requirements are imposed on broker-dealers who trade
in the Common Stock and Units other than established customers and accredited
investors. For transactions covered by this rule, the broker-dealer must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to sale. Such burdens on
trading in the Common Stock and Units should be expected to discourage active
trading which would reduce the liquidity of the Common Stock and increase the
spread between the bid and ask prices quoted by those broker-dealers, if any,
which quote the Common Stock. See "Market Price for MetroVision Common Stock."

27
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock in the public market following
the Merger could adversely affect prevailing market prices of the Common Stock.
Giving effect to the proposed Reverse Stock Split, 1,574,275 shares of the
Common Stock will be outstanding, almost all of which shares are available for
public sale. In addition, by virtue of the Merger, Stockbridge will beneficially
own 4,300,000 shares of which, by virtue of this Registration Statement,
4,000,000 shares will also be available for public sale, subject to certain
requirements imposed by Rule 145 promulgated under the Securities Act. There
exists no contractual obligation or so called "lockup" restriction on
Stockbridge's ability to sell all or a portion of such shares at any time,
subject to the application of Rule 145. The sale in the public market of such
shares could, and depending on the number of shares involved likely would,
adversely affect prevailing market prices. See "The Merger -- Federal Securities
Laws Consequences."

DEPENDENCE UPON KEY PERSONNEL

The success of York Hannover will be largely dependent upon the continued
services of its executive management, particularly Thomas M. Clarke and Lawrence
B. Cummings, the principal stockholders of Stockbridge, each of whom will enter
into three year employment agreements with the Surviving Corporation to become
effective upon consummation of the Merger. The loss of the services of either of
such individuals could have a material adverse effect on York Hannover's
business and prospects.

PROPOSAL 1

AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT 1 FOR 4.6 REVERSE STOCK SPLIT

GENERAL

The Board of Directors believes that it would be in the best interests of
both MetroVision and its shareholders to amend MetroVision's Restated
Certificate of Incorporation to effect a reverse stock split (the "Reverse Stock
Split"), pursuant to which one share of newly issued Common Stock, $.001 par
value per share, would be issued in exchange for every 4.6 shares of Common
Stock, $.001 par value per share, issued and outstanding on the effective date
of the amendment. If shareholders approve the Reverse Stock Split, the Reverse
Stock Split will become effective upon filing the amendment with the Secretary
of State of the State of New York. No fractional shares will be issued as a
result of the Reverse Stock Split, and each shareholder whose shares are not
evenly divisible by 4.6 shall receive cash in lieu of such fractional shares of
Common Stock based upon the market price for the Common Stock on the date the
amendment is filed with the Secretary of State of the State of New York.

MetroVision is presently authorized to issue 10,000,000 shares of Common
Stock, of which 7,241,664 shares were issued and outstanding as of the record
date for the Meeting. The Reverse Stock Split would reduce the number of
authorized shares of Common Stock to 2,173,913 shares and the number of
outstanding shares to 1,574,275 shares. The Reverse Stock Split will not affect
any shareholder's proportionate equity interest in MetroVision, except for those
shareholders who would receive cash in lieu of fractional shares. The Reverse
Stock Split amendment would not change the presently authorized 2,000,000 shares
of Preferred Stock, but would increase the exchange ratio of shares of Common
Stock into which each share of 5% Preferred Stock is convertible from one to one
to 4.6 to 1. The conversion ratio and/or exercise price of outstanding options
and warrants to purchase Common Stock, including those granted under
MetroVision's stock option plans, would be similarly adjusted. See "Proposal 6
- -- Increase in Shares Reserved for Issuance under MetroVision's Employee Stock
Option Plan." MetroVision's reporting obligations under the Exchange Act will
not be affected by the Reverse Stock Split.

28
<PAGE>

REASONS FOR PROPOSED REVERSE STOCK SPLIT

A condition to consummation of the Merger is the consummation of the
Reverse Stock Split on or prior to the Effective Time. Under the New York Law,
MetroVision shareholder approval is required to amend the Company's Restated
Certificate of Incorporation to effectuate the Reverse Stock Split. If the
shareholders of MetroVision do not approve the Reverse Stock Split, a condition
to consummation of the Merger would not have been met and York Hannover would be
free to terminate the Merger Agreement. Accordingly, it is imperative that
MetroVision shareholders consider carefully the Reverse Stock Split proposal and
the Merger proposal and vote their shares accordingly.

Equally important is the necessity to attempt to increase the price of the
MetroVision Common Stock. On May 22, 1996, MetroVision's Common Stock was
de-listed from the Nasdaq SmallCap Market by the National Association of
Securities Dealers, Inc. ("NASD") because, among other reasons, the bid price
for the Common Stock had fallen below the minimum allowable bid price of $1.00.
Until such time as MetroVision is able to regain its Nasdaq SmallCap Market
listing, if ever, the Common Stock will continue to trade in the
over-the-counter market on an electronic bulletin board established for
securities that do not meet the Nasdaq SmallCap Market listing requirements or
on what is commonly referred to as the "pink sheets." As a result, holders of
Common Stock will find it more difficult to dispose of, or to obtain accurate
quotations for the price of, their shares than if the shares were listed on the
SmallCap Market. While there can be no assurance that the Reverse Stock Split
will have the effect of increasing the publicly quoted price of the Common
Stock, the Board believes that, in theory, such a result may likely occur.

The Board of Directors of MetroVision believes that the current price per
share of the Common Stock has a tendency to diminish the effective marketability
of the Common Stock because of the reluctance of many brokerage firms to
recommend lower-priced stock to their clients. Additionally, the policies and
practices of a number of brokerage houses tend to discourage individual brokers
within those firms from dealing in lower-priced stocks. Some of these policies
and practices relate to the payment of brokerage commissions and to
time-consuming procedures that operate to make the handling of lower-priced
stocks economically unattractive to brokers. The structure of trading
commissions also tends to have an adverse impact upon holders of lower-priced
stocks since the brokerage commission payable on the sale of a lower-priced
stock generally represents a higher percentage of the sales price than the
commission on relatively higher-priced stock.

The Board of Directors also believes that the relatively low price of the
Common Stock impairs the marketability of the Common Stock to institutional
investors and members of the investing public and creates a negative impression
with respect to MetroVision. Theoretically, the number of shares of Common Stock
outstanding should not, by itself, affect the marketability of the Common Stock,
the type of investors who acquire it or MetroVision's reputation in the
financial community. In practice this may not necessarily be the case, as many
investors view low-priced stock as unduly speculative in nature and, as a matter
of practice, avoid or limit investments in such stocks. The foregoing factors
adversely affect not only the liquidity of the Common Stock, but also
MetroVision's ability to raise additional capital through a sale of equity
securities. Thus, the possible increase in trading price resulting from the
Reverse Stock Split is expected to be attractive to the financial community and
the investing public.

The Board of Directors is hopeful, although no assurance can be given, that
the decrease in the number of shares of Common Stock outstanding as a
consequence of the Reverse Stock Split, and the anticipated corresponding
increased price per share, will stimulate interest in the Common Stock and
possibly promote greater liquidity for MetroVision shareholders with respect to
those shares presently held by them. However, the possibility exists that such
liquidity may be adversely affected by the reduced number of shares which would
be outstanding if the Reverse Stock Split is effectuated.

The Board of Directors is also hopeful that the proposed Reverse Stock
Split will result in a price level for the shares that will mitigate the present
reluctance, policies and practices on the part of brokerage firms referred to
above and diminish the adverse impact of trading commissions on the potential
market for MetroVision's shares. However, there can be no assurance that the
Reverse Stock

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Split will achieve these desired results, nor can there be any assurance that
the price per share of the New MetroVision Common Stock immediately after the
Reverse Stock Split will increase proportionately with the Reverse Stock Split
or that any increase can be sustained for a long period of time.

Management of MetroVision is not aware of any present efforts by any
persons to accumulate Common Stock or to obtain control of MetroVision, and the
Reverse Stock Split is not intended to be an anti-takeover device. The amendment
is being sought simply to enhance the image of MetroVision and to price the
Common Stock in a range more acceptable to the brokerage community and to
investors generally.

EXCHANGE OF STOCK CERTIFICATES

If the Reverse Stock Split is approved by MetroVision's shareholders at the
Meeting, MetroVision will file an amendment to its Restated Articles of
Incorporation with the Secretary of State of the State of New York as soon as
practicable thereafter. The Reverse Stock Split will become effective on the
date of such filing (the "Filing Date") and the shareholders will be notified on
or after the Filing Date that the Reverse Stock Split has been effected.
MetroVision's transfer agent, Continental Stock Transfer & Trust Company, will
act as MetroVision's exchange agent (the "Exchange Agent") to act for holders of
Common Stock in implementing the exchange of their certificates.

As soon as practical after the Filing Date, shareholders will be notified
and requested to surrender their certificates representing shares of Common
Stock to the Exchange Agent in exchange for certificates representing the newly
issued Common Stock. Beginning on the Filing Date, each certificate representing
shares of Common Stock will be deemed for all corporate purposes to evidence
ownership of shares of Common Stock giving effect to the Reverse Stock Split.

LIQUIDATION OF FRACTIONAL SHARES

No script or fractional certificates will be issued in connection with the
Reverse Stock Split. Assuming approval of the Reverse Stock Split by
MetroVision's shareholders, shareholders who ostensibly would be entitled to
receive fractional shares because they hold a number of shares of MetroVision
Common Stock not evenly divisible by 4.6 will be entitled, upon surrender to the
Exchange Agent of certificates representing such shares, to a cash payment in
lieu thereof at a price equal to that portion of the closing price of the Common
Stock on the electronic bulletin board on the Filing Date for each such share of
Common Stock held prior to the Filing Date that is not consolidated.

MetroVision will either deposit sufficient cash with the Exchange Agent or
set aside sufficient cash for the purchase of the above referenced fractional
interests. Shareholders are encouraged to surrender their certificates to the
Exchange Agent, only after receipt of notification requesting such surrender,
for certificates evidencing whole shares of the newly issued Common Stock and to
claim the sums, if any, due them for fractional interests.

The ownership of a fractional interest will not give the holder thereof any
voting, dividend, or other rights except to receive payment therefor as
described herein. No service charge will be payable by shareholders in
connection with the exchange of certificates or the issuance of cash for
fractional interest, all of which costs will be borne and paid by MetroVision.

FEDERAL INCOME TAX CONSEQUENCES

MetroVision has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the Federal income tax
consequences of the Reverse Stock Split. The following summary of Federal income
tax consequences is based on the Internal Revenue Code of 1986, as amended (the
"Code"), the applicable Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and practices as in effect on the
date of this Proxy Statement/Prospectus. This summary is for general information
only and does not discuss the Federal income tax consequences which may apply to
non-resident aliens, broker-dealers, shareholders who

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receive Common Stock in compensatory transactions or insurance companies. This
discussion does not address any foreign, state or local tax consequences that
may be relevant to MetroVision's shareholders. Accordingly, each shareholder is
urged to consult his or her own tax advisor to determine the particular
consequences to him or her of the Reverse Stock Split.

The exchange of shares of Common Stock for newly issued shares of Common
Stock will not result in recognition of gain or loss (except in the case of cash
received for fractional shares as described below). The holding period of the
newly issued shares of Common Stock will include the shareholder's holding
period for the shares of Common Stock exchanged therefor, provided that the
shares of Common Stock were held as a capital asset. The adjusted basis of the
newly issued shares of Common Stock will be the same as the adjusted basis of
the Common Stock exchanged therefor, reduced by the basis applicable to the
receipt of cash in lieu of fractional shares described below. Any restrictive
legends affecting the transfer or sale of the original shares will be affixed to
and apply to the newly issued Common Stock.

A shareholder who receives cash in lieu of fractional shares will be
treated as if MetroVision had issued fractional shares to him and then
immediately redeemed such shares for cash. Such shareholder should generally
recognize gain or loss, as the case may be, measured by the difference between
the amount of cash received and the basis of his old Common Stock allocable to
such fractional shares, had they actually been issued, provided that such a
redemption is essentially equivalent to a dividend. Such gain or loss will be
capital gain or loss (if such shareholder's Common Stock was held as a capital
asset), and any such capital gain or loss will generally be long-term capital
gain or loss to the extent such shareholder's holding period for his or her
Common Stock exceeds twelve months.

In the event the payment in cash for a fractional share is essentially
equivalent to a dividend, the amount received will be taxable as ordinary income
to the extent of MetroVision's current and accumulated earnings and profits
determined on a pro rata basis. Any amount distributed which is not a dividend
will first be applied against and reduce a shareholder's basis in his or her
Common Stock and thereafter be treated as gain from the sale or exchange of
property.

NO DISSENTER'S RIGHTS

Under the New York Law, shareholders are not entitled to dissenter's rights
of appraisal with respect to the proposed amendment to MetroVision's Restated
Certificate of Incorporation to effect the Reverse Stock Split.

VOTE REQUIRED AND METROVISION BOARD RECOMMENDATION

Approval of the Reverse Stock Split requires the affirmative vote of a
majority of the shares of MetroVision Common Stock and 5% Preferred Stock,
voting together as a single class, represented in person or by proxy at the
Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE STOCK SPLIT
PROPOSAL.

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PROPOSAL 2

THE MERGER

PURPOSE AND STRUCTURE OF THE MERGER

The purpose of the Merger is for MetroVision to acquire the entire equity
interest of York Hannover. To that end, each share of York Hannover common stock
issued and outstanding at the Effective Time shall be converted into the right
to receive 4,000 shares of MetroVision Common Stock, or an aggregate of
4,000,000 shares, representing approximately 71.8% of the shares of Common Stock
to be issued and outstanding following the Merger. As a result of the Merger,
York Hannover will merge with and into MetroVision, the separate corporate
existence of York Hannover will cease and MetroVision will be the Surviving
Corporation. The Restated Certificate of Incorporation (as amended to give
effect to any amendments approved by the MetroVision shareholders at the
Meeting) and By-Laws of MetroVision in effect at the Effective Time will be the
Certificate of Incorporation and By-Laws of the Surviving Corporation until
thereafter amended in accordance with their respective terms and the New York
Law.

BACKGROUND OF THE MERGER

The MetroVision Board of Directors believes that the Merger represents the
most attractive financial alternative available to the MetroVision shareholders.
In the course of the last three fiscal years, MetroVision has incurred net
losses in excess of $4,500,000 in the operation of its video cable network for
mass transit systems. During the same period, MetroVision realized net revenues
of only $3,765,000. The substantial losses incurred by MetroVision have to date
been funded primarily from the sale of its Common Stock and from the sale of 5%
Preferred Stock as well as, to a limited extent, from cash flow from operations.
For the period ended September 30, 1996, MetroVision had negative cash flow of
$97,125 and at September 30, 1996 had no cash on hand.

MetroVision believes that the inherent difficulty with its business
strategy and, consequently, the principal reason for the continuing losses from
operations, is that the current network of place-based media for mass transit
systems is not sufficiently large to attract national advertisers willing to
commit substantial sums from their advertising budgets. At the same time,
however, the high cost of operations requires MetroVision to charge advertising
rates which generally preclude local and regional advertisers from purchasing
advertising on MetroVision's network. As a result, MetroVision has been unable
to generate meaningful revenues from operations, and the substantial losses
incurred by MetroVision to date have been funded primarily from equity or debt
financings. Notwithstanding attempts by the Board of Directors to seek external
financing after MetroVision's secondary public offering in December 1993, these
efforts have proven largely unsuccessful. Accordingly, the Board of Directors
does not believe attempts at continued expansion of MetroVision's network is
appropriate, given its very limited financial resources and its relative
inability to generate meaningful revenues from such network. At the same time,
the Board believes that it will likely not be able to sustain its existing
operations for the foreseeable future and has begun curtailing operations in
certain transit markets. As a result, the Board had undertaken attempts to find
a suitable merger candidate which would be interested in a transaction with
MetroVision to take advantage of the existing public capital structure of
MetroVision and its substantial tax operating loss carryforward.

During the course of the past three years, MetroVision, both through its
senior management and Board of Directors, has attempted to identify a suitable
business combination candidate which could take advantage of MetroVision's
capital structure, its operating loss carryforward and the public market for its
shares, and which was in an industry where the candidate's competitive position
and where general opportunities for growth could ultimately benefit
MetroVision's shareholders and enhance shareholder value. While MetroVision held
numerous discussions with a variety of merger candidates, none of such
discussions ultimately resulted in the execution of a definitive agreement other
than in one instance, in which the definitive agreement was terminated by
MetroVision due to a material adverse change in the business of the acquisition
candidate. In some instances, the parties

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disagreed on the valuations of the respective companies. In other instances, the
nature of the business in which the proposed business combination candidate was
engaged, or its financial condition or results of operations, created too much
uncertainty on the part of the MetroVision Board of Directors to pursue further
discussions. On February 16, 1996, Lawrence Cummings, Chief Executive Officer
and a Director of York Hannover, telephoned Robert F. Hussey, MetroVision's
Chairman of the Board and President, concerning information which he obtained
regarding MetroVision's interest in seeking a merger partner. On February 28,
1996, Messrs. Cummings and Hussey, as well as Thomas Clarke, another officer of
York Hannover, conducted further discussions, and both companies agreed to
exchange certain information relating to their companies through the execution
of confidentiality agreements.

After several telephone conferences in early March, York Hannover submitted
a preliminary proposal outlining possible valuation concepts for the proposed
merger of York Hannover with MetroVision. After having reviewed the proposal,
the MetroVision Board of Directors directed Mr. Hussey on March 22 to forward a
proposed plan of merger and valuation model to York Hannover. The following
week, Mr. Clarke of York Hannover met with Mr. Hussey to further discuss the
valuation of both companies and to advise him that York Hannover would require
that it achieve a majority equity position giving effect to the Merger.
Following extensive discussions between the parties, on March 27, 1996, York
Hannover delivered a letter of intent to MetroVision, and the MetroVision Board
of Directors met on April 1 to discuss all aspects of the letter of intent,
which was subsequently executed.

On May 10, 1996, the Board of Directors discussed the terms of the Merger
Agreement and unanimously approved the Merger Agreement and the proposed Merger,
and authorized that the Merger Agreement and Merger be submitted to shareholders
for their approval.

REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS

The MetroVision Board of Directors has determined that the Merger is fair
to, and in the best interests of, MetroVision and its shareholders, and has
approved the Merger Agreement and the Merger. The MetroVision Board of Directors
recommends that the MetroVision shareholders vote FOR the Merger Agreement and
the Merger.

In reaching its conclusion that the Merger is in the best interests of
MetroVision and its shareholders, the MetroVision Board of Directors considered
a variety of factors including, among other things, the following:

1. The current financial condition and cash position of MetroVision is
such that, without the infusion of additional equity or debt financing,
there is substantial doubt about MetroVision's ability to continue as a
going concern for a sustained period, or generate meaningful, if any,
profits. MetroVision has been relatively unsuccessful in obtaining external
financing from any third parties other than from certain of its officers
and directors, and it is unlikely that these persons or any other third
parties are prepared to make capital investments in MetroVision at this
time.

2. Prior to the Merger Agreement with York Hannover, MetroVision
attempted, without success, to identify other potential merger candidates
for MetroVision, particularly in industries or markets, with seasoned
management and with a financial condition or capital structure which could
potentially result in maximizing shareholder value through a merger. In
light of these unsuccessful attempts, notwithstanding the repeated efforts
of MetroVision's management and Board, the Board has concluded that the
Merger may be the best available alternative in the foreseeable future to
enable MetroVision shareholders to preserve, and possibly enhance, their
capital investment.

3. The MetroVision Board of Directors believes that York Hannover,
through York Hannover Partnership, represents a seasoned enterprise with
experienced management which is

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well positioned in a growing market, factors which the Board of Directors
believes offer an opportunity for shareholders to maximize value for their
shares.

4. The principals of Stockbridge, who will assume executive positions
with the Surviving Corporation following the Merger, have substantial and
diverse experience in the health care field and, in the case of Mr.
Cummings, previously served as the chief executive officer of a publicly
held chain of nursing homes. Additionally, the management of York Hannover
Partnership has several decades of experience in the provision of pharmacy
services to nursing home patients.

5. Unlike other possible merger or acquisition candidates which
insisted on a cash component as part of the merger consideration, the
Merger could be structured as a stock for stock merger to enable
MetroVision to preserve its limited cash resources for working capital and
not require MetroVision to seek to obtain external sources of capital to
consummate the transaction.

6. The Board considered that the market for the provision of pharmacy
services does not appear to be dominated, to any substantial degree, by any
single provider, thereby providing an opportunity for the Surviving
Corporation to effectively compete and increase its market share.
Additionally, the Board believes, but cannot assure, that the aging of the
populace in the United States and the increase in the utilization of drug
therapies will translate into an increase in nursing home patients and the
greater utilization of drugs by such individuals, thereby indicating a
growing market with greater opportunities.

7. The current customer base of York Hannover Partnership is primarily
derived from patients in nursing homes owned and/or operated by the general
partners or their affiliates, York Hannover and United Health, Inc.,
respectively, thereby ensuring some degree of stability in the
Partnership's revenue base.

The MetroVision Board of Directors also considered certain negative
factors, in addition to those set forth herein under the caption "Risk Factors,"
including that the Merger would result in the issuance to one entity
(Stockbridge) of shares of Common Stock constituting a majority of the shares to
be issued and outstanding following the Merger, the reliance of the Surviving
Corporation, as a minority partner of York Hannover Partnership, on a majority
partner who has the ability to exercise significant discretion in the affairs of
such Partnership, the assumption by the Surviving Corporation of a significant
obligation which must be paid in full, or renegotiated, by September 30, 1997,
and the lack of a fairness opinion from an independent financial advisor.

In view of the variety of factors considered by the MetroVision Board in
connection with its evaluation of the Merger, the MetroVision Board did not find
it practicable to, and did not quantify or otherwise assign relative weights to,
the specific factors considered in reaching its conclusion.

All of the directors of MetroVision approved the Merger Agreement and the
Merger and all have indicated their present intention to vote the shares of
Common Stock owned by them in favor of the Merger Agreement and the Merger.

In light of the specific circumstances surrounding the Merger, including
but not limited to, the repeated but unsuccessful efforts by the MetroVision
management and Board to seek other potential merger candidates, the current
financial condition faced by MetroVision and the lack of any reasonable or
foreseeable near-term alternative to the Merger, the MetroVision Board did not
find it financially prudent to engage an independent financial advisor to render
an opinion for the benefit of the Board and the MetroVision shareholders as to
the fairness from a financial point of view of the consideration to be paid by
MetroVision for the York Hannover shares of common stock. The Board believed
that the expense which would have been incurred to engage a financial advisor
for this purpose would have been an inappropriate use of MetroVision's extremely
limited cash resources without a likely commensurate benefit to be achieved by
the MetroVision shareholders in the form of an appreciable adjustment in the
number of shares of Common Stock to be issued for the common stock of York
Hannover.

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Approval of the Merger Agreement and the Merger requires the affirmative
vote of two-thirds of the outstanding shares of MetroVision Common Stock and 5%
Preferred Stock, voting together as a single class, represented in person or by
proxy at the Meeting. As of the record date, the MetroVision directors and
executive officers beneficially owned 525,366 shares of Common Stock and 61,603
shares of 5% Preferred Stock as a group, or an aggregate of 7.4% of the total
number of shares entitled to vote at the Meeting. Additionally, Thomas Clarke, a
shareholder of Stockbridge, beneficially owned 300,000 shares of Common Stock,
or 4.1% of the total number of shares entitled to vote at the Meeting. All such
persons have indicated their present intention to vote for the Merger Agreement
and the Merger.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE METROVISION SHAREHOLDERS VOTE
FOR THE MERGER AGREEMENT AND THE MERGER.

THE MERGER AGREEMENT

The following summary of the Merger Agreement is qualified in its entirety
by reference to the complete text of the Merger Agreement and the exhibits
thereto. A copy of the Merger Agreement is attached hereto as Annex A and is
incorporated herein by reference.

GENERAL

The Merger Agreement provides that, following approval of the Merger
Agreement and the Merger by the shareholders of MetroVision, and the
satisfaction or waiver of the other conditions of the Merger, York Hannover will
merge with and into MetroVision and MetroVision will be the surviving
corporation in the Merger. The Restated Certificate of Incorporation and By-Laws
of MetroVision immediately prior to the Effective Time (giving effect to
shareholder approval of any of the amendments submitted for consideration at the
Meeting) will become the Restated Certificate of Incorporation and By-Laws of
MetroVision immediately following the Effective Time.

EFFECTIVE TIME

The Merger shall become effective at the Effective Time, which is the date
and time the Certificate of Merger is filed with the Secretary of State of the
State of New York and the Secretary of State of the State of Florida in
accordance with the applicable provisions of the New York Law and the Florida
Law, respectively. It is expected that the Effective Time will occur shortly
after the Meeting and after all necessary filings incident to the Merger as
required by the applicable provisions of the New York Law and Florida Law have
been made.

CONVERSION OF SHARES

At the Effective Time, each of the 1,000 shares of York Hannover common
stock then issued and outstanding shall be converted into and become a right to
receive 4,000 fully paid and nonassessable shares of MetroVision Common Stock,
or an aggregate of 4,000,000 shares, after giving affect to the Reverse Stock
Split, representing approximately 71.8% of the shares of Common Stock to be
issued and outstanding immediately following consummation of the Merger.

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains various customary representations and
warranties relating to the parties to the Merger Agreement, including, among
others: (a) their respective organization, capital structure and ownership and
similar corporation matters; (b) due authorization, execution, delivery,
performance and enforceability of the Merger Agreement and related matters; (c)
absence of conflicts in connection with the Merger Agreement and the Merger
arising under their respective charters and by-laws, and required consents or
approvals; (d) reports and other documents filed with Securities and Exchange
Commission and other regulatory agencies and the accuracy of the information
contained therein; (e) representations pertaining to employee benefit plans; (f)
representations pertaining to

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audited and unaudited financial statements and related financial information;
(g) representations relating to real estate, personal property and contracts;
(h) representations pertaining to accounts receivable and absence of
liabilities; (i) absence of any litigation which could adversely affect the
businesses or any acquired assets; (j) relationship with suppliers and
customers; (k) compliance with applicable licenses, regulations and orders; (l)
absence of certain material adverse events, changes or effects; (m)
representations relating to insurance, taxes, labor relations, and compliance
with laws; and (n) absence of any material adverse change in the business,
assets, results of operations or financial condition of MetroVision and York
Hannover since December 31, 1995.

CONDUCT OF METROVISION'S AND YORK HANNOVER'S BUSINESSES PRIOR TO MERGER

MetroVision and York Hannover each has agreed that until closing of the
Merger, or the earlier termination of the Merger Agreement pursuant to the terms
thereof, each will conduct its operations in the ordinary course of business.

Among other limitations relating to the conduct of their businesses,
MetroVision and York Hannover each has agreed that, without the other's prior
consent or except as contemplated by the Merger Agreement, it will not: (a)
amend or otherwise change its charter documents or the terms of the York
Hannover Partnership Agreement, (b) issue, pledge or dispose of any shares of
capital stock of any class or any options, warrants or convertible securities,
(c) sell, dispose of or encumber any assets, except in the ordinary course of
business, (d) declare or pay any dividend, except that York Hannover may pay any
accrued Priority Distributions (as defined in the York Hannover Partnership
Partnership Agreement), (e) acquire any corporation, partnership or other
business or authorize any capital expenditures in excess of $25,000, (f)
increase employee compensation, except in ordinary course of business, (g)
change accounting policies or procedures, (h) make any material tax election
inconsistent with past practices, (i) pay or discharge any claims or liabilities
other than in the ordinary course of business, (j) enter into any contract or
agreement having a term longer than six months unless such contract or agreement
either may be canceled without penalty or does not require the expenditure of
more than $25,000 for any single contract or $50,000 for all such contracts, (k)
otherwise take or agree to take any action which would make the representations
and warranties contained in the Merger Agreement untrue or incorrect or result
in any of the conditions to the Merger not being satisfied.

In addition, both MetroVision and York Hannover have agreed not to initiate
any inquiries or proposals relating to any alternative merger, sale of
substantial assets, sale of shares of capital stock (including by way of tender
offer) or similar transactions.

Pursuant to the Merger Agreement, MetroVision and York Hannover have also
agreed to use all reasonable efforts to satisfy the conditions of closing
described in the Merger Agreement, and to take all action and to do all things
necessary, proper or advisable to consummate and make effective the Merger.

CONDUCT OF THE BUSINESS OF THE COMBINED COMPANIES FOLLOWING THE MERGER;
MANAGEMENT FOLLOWING THE MERGER

Once the Merger is consummated, York Hannover will cease to exist as a
corporation and all of the business, assets (including all rights and interest
related to York Hannover's 40% ownership interest in York Hannover Partnership)
and liabilities and obligations of York Hannover will be merged into MetroVision
with MetroVision remaining as the Surviving Corporation. Assuming shareholder
approval is obtained at the Meeting, the Surviving Corporation will be renamed
York Hannover Health Care, Inc.

Pursuant to the Merger Agreement, the Restated Certificate of Incorporation
and By-Laws of MetroVision as in effect immediately prior to the Effective Time
will become the Restated Certificate of Incorporation of the Surviving
Corporation, except that the number of directors shall be increased from four to
five. At the Effective Time, the Merger Slate (See "Proposal 4 -- Election of
Alternate Slates of Board of Directors"), consisting of Robert F. Hussey,
currently Chairman of the Board, and

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Messrs. Thomas M. Clarke, Lawrence B. Cummings, Peter W. Doelger and Courtlandt
G. Miller, will assume office as the Surviving Corporation's directors.

At the Effective Time, Mr. Hussey will resign as President of MetroVision,
but will remain as a director. Lawrence B. Cummings will be elected Chief
Executive Officer and Thomas M. Clarke will be elected Chairman of the Board.
The employment agreement of Messrs. Cummings and Clarke provides that each
perform his duties to the best of his ability under the direction of the Board
of Directors. The employment agreements, which have a term of three years,
require that Mr. Cummings and Mr. Clarke devote such amount of time as is
necessary for them to perform their duties. As compensation for their services,
Mr. Cummings and Mr. Clarke will each be granted warrants to purchase an
additional 750,000 shares of Common Stock of the Surviving Corporation. The
warrants will be exercisable in three cumulative equal installments within 36,
48 and 60 months after the execution of the employment agreements with the
exercise price for the first installment being equal to the average of the
closing bid price of the Surviving Corporation's Common Stock for the first ten
trading days after the execution date of the agreement, with the exercise price
for the second installment being equal to 125% of the first year exercise price
and with the exercise price for the final installment being equal to 150% of the
first year exercise price.

After consummation of the Merger, the headquarters will be moved from New
York, New York to Pittsfield, Massachusetts. It is intended that substantially
all of the employees of MetroVision and York Hannover prior to the Merger will
continue as employees following the Merger. The two lines of business of
MetroVision and York Hannover, place based media and institutional pharmacy,
respectively, will continue to be run as separate business lines; however, the
principal business focus of the Surviving Corporation will be the growth, both
internally and through acquisitions, of its institutional pharmacy business and
it will endeavor to sell its media business in due course. Due to the disparate
nature of the two business lines, the Surviving Corporation does not expect any
substantial consolidation of personnel unless and until it is able to sell its
media business. Consequently, it is not expected that the Surviving Corporation
will realize any meaningful cost savings from the Merger.

CONDITIONS TO THE MERGER

The respective obligations of MetroVision and York Hannover to consummate
the Merger are subject to the satisfaction or mutual waiver of a number of
conditions, including but not limited to: (a) no proceeding in respect of this
Proxy Statement/Prospectus shall have been initiated or threatened by the
Securities and Exchange Commission, (b) no temporary restraining order,
preliminary injunction or permanent injunction preventing the consummation of
the Merger shall be in effect, nor shall any proceeding brought by any
government authority seeking any of the foregoing be pending, and (c) the Common
Stock shall have been approved for listing, subject to notice of issuance, on
the Nasdaq SmallCap Market. The condition described in clause (c) was waived by
York Hannover subsequent to the execution of the Merger Agreement.

In addition, the obligation of York Hannover to consummate the Merger is
further subject to the satisfaction or waiver of a number of conditions,
including, (a) the continued truth and accuracy in all respects of the
representations and warranties of MetroVision set forth in the Merger Agreement,
(b) MetroVision's performance and compliance with all of its covenants set forth
in the Merger Agreement, (c) MetroVision shall have obtained shareholder
approval of and executed the Reverse Stock Split at or prior to the Effective
Time, and (d) for the quarter ended June 30, 1996, MetroVision shall not have
incurred an operating loss before interest, income taxes, depreciation and
amortization (exclusive of the costs associated with the transactions
contemplated by the Merger Agreement) of greater than $50,000 (which condition
was satisfied).

The obligation of MetroVision to consummate the Merger is further subject
to the satisfaction or waiver of a number of conditions, including (a) the
continued truth and accuracy of all representations and warranties made by York
Hannover in the Merger Agreement, (b) York Hannover's performance of and
compliance with all of its covenants set forth in the Merger Agreement, (c)
MetroVision's receipt from each person who is an "affiliate" of York Hannover of
an agreement from each of such

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individuals to the effect that they will not offer to sell or otherwise dispose
of any Common Stock issued in the Merger except pursuant to an effective
registration statement or in compliance with Rule 145 of the Securities Act.

TERMINATION OR AMENDMENT OF MERGER AGREEMENT

The Merger Agreement provides that it may be terminated (a) by mutual
consent of MetroVision and York Hannover, (b) by either party after October 31,
1996 (which was extended to March 31, 1997 by amendment to the Merger
Agreement), (c) by either party if the requisite vote of MetroVision
shareholders is not obtained, or (d) by either party if any material
representation, warranty or covenant on either party's part shall have become
untrue.

The Merger Agreement may be amended by the parties thereto, provided such
amendment is in writing, at any time before or after approval of the Merger
Agreement by the shareholders of MetroVision. After such shareholder approval
has been obtained, however, no amendment of any of the agreements executed in
connection with the Merger may be made which by law requires the further
approval of the shareholders, without obtaining such further approval.

ACCOUNTING TREATMENT OF THE MERGER

The Merger will be accounted for as a reverse purchase of MetroVision by
York Hannover in a transaction accounted for using the purchase method of
accounting as prescribed by APB Opinion No. 16. In the reverse acquisition
transaction, York Hannover will be treated as the acquirer for financial
reporting purposes. The purchase method of accounting prescribes that the
acquiring company allocate the cost of an acquired company, including the
expense of the acquisition, to the assets acquired and liabilities assumed as of
the date of the acquisition based upon their fair values. Any excess of cost
incurred over the values of assets acquired less liabilities assumed is recorded
as goodwill and amortized over its expected benefit period. Therefore, any
excess of the fair value of MetroVision's assets less its liabilities over the
historical basis of MetroVision's assets less its liabilities would be recorded
as goodwill and amortized over its expected benefit period. Any excess of the
historical basis of MetroVision's assets less its liabilities over the fair
value of MetroVision's assets less its liabilities would result in negative
goodwill which would be allocated to reduce the noncurrent assets of the
Surviving Corporation. York Hanover management and MetroVision management have
estimated the fair value of MetroVision's assets less its liabilities to be
$600,000 as of September 30, 1996 compared to a historical basis of $632,633.
Based on this estimate, negative goodwill of $32,633 has been allocated to the
noncurrent assets of the Surviving Corporation in the pro forma information as
of and for the nine months ended September 30, 1996 as shown in the "Unaudited
Summary Pro Forma Combined Condensed Consolidated Financial Information"
appearing elsewhere herein.

REQUIRED REGULATORY APPROVALS

York Hannover has represented to MetroVision in the Merger Agreement that
there are no Federal or state regulatory requirements which must be complied
with or other approvals which must be obtained prior to consummation of the
Merger.

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DISSENTERS' RIGHTS OF APPRAISAL

Shareholders of MetroVision are not entitled to dissenters' rights of
appraisal under the New York Law in connection with the Merger.

FEES AND EXPENSES

In connection with the Merger, the preparation and solicitation of proxies
and the registration of the Common Stock to be issued in the Merger, MetroVision
will incur the following estimated expenses:

Legal Fees and Expenses...................................... $ 60,000
Accounting Fees and Expenses................................. 10,000
Printing Fees................................................ 25,000
Brokerage/Solicitation Fees.................................. 15,000
--------
Total........................................................ $110,000
--------
--------

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THE METROVISION SHAREHOLDERS

MetroVision does not expect that the Merger will have any specific Federal
income tax consequences to MetroVision's shareholders. After the Merger, the
shareholders of MetroVision will continue to own shares as before the Merger and
the acquisition by MetroVision of York Hannover through the Merger is not
expected to alter the income tax effect of owning or subsequently transferring
shares of MetroVision Common Stock. In view of the individual nature of each
shareholder's income tax situation, stockholders are urged to consult their own
tax advisors with respect to the specific Federal, state and local tax
consequences associated with the Merger.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

The Board of Directors of MetroVision has concluded that none of the
officers or directors of Metrovision has any material interest in the Merger
which is either inconsistent with or is otherwise different from the interests
of the MetroVision shareholders generally. None of the officers or directors is
receiving any shares or other securities of MetroVision or of any other entity
by reason of the Merger. Similarly, of the current directors of the Company,
only Robert Hussey will remain on the Board of Directors following the Merger,
although Mr. Hussey will resign as President of MetroVision upon consummation of
the Merger.

FEDERAL SECURITIES LAWS CONSEQUENCES

All shares of MetroVision Common Stock to be received by Stockbridge in the
Merger in exchange for the shares of York Hannover common stock owned by it will
be freely transferable, subject only to the resale provisions of Rule 145
promulgated under the Securities Act. This Proxy Statement/Prospectus does not
cover any resales of MetroVision Common Stock received by the shareholders of
Stockbridge since they are deemed "affiliates" of York Hannover by virtue of
their control of Stockbridge, York Hannover's parent. There is no agreement
between MetroVision and such persons to register the shares of Common Stock to
be received by them in the Merger under the Securities Act.

<PAGE>

PROPOSAL 3

CHANGE OF CORPORATE NAME

On May 10, 1996, the Board of Directors of MetroVision approved an
amendment to MetroVision's Restated Certificate of Incorporation, subject to
shareholder approval being sought herein, to change MetroVision's name to "York
Hannover Health Care, Inc." The proposed new corporate name was selected in
light of the new business in which the Surviving Corporation will be engaged
following the Merger. Although the Surviving Corporation will continue to be
engaged in providing placed based media for mass transit systems, the Surviving
Corporation does not intend to expand such business, but rather, will endeavor
to sell that business as it intends to focus principally on the growth of its
institutional pharmacy business. Insofar as the proposed new corporate name will
only reflect MetroVision's business following the Merger, the proposed name
change, and the proposed amendment to MetroVision's Restated Certificate of
Incorporation, even if approved by the shareholders at the Meeting, will only be
filed with the office of the Secretary of State of the State of New York and,
therefore, become effective, if the Merger is consummated.

The full text of the proposed Amendment to the Restated Certificate of
Incorporation is set forth below.

"RESOLVED, that Article First of the Restated Certificate of Incorporation
of the corporation be amended and restated in its entirety as follows:

FIRST: The name of the corporation is York Hannover Health Care, Inc. (the
"Corporation").

Approval of a majority of the shares of MetroVision Common Stock and 5%
Preferred Stock, together as a single class, voting in person or by proxy at the
Meeting is required to adopt the amendment to the Restated Certificate of
Incorporation changing the Company's name.

THE BOARD OF DIRECTORS RECOMMENDS THAT METROVISION SHAREHOLDERS VOTE FOR
THE CHANGE OF NAME PROPOSAL.

PROPOSAL 4

ELECTION OF ALTERNATE SLATES OF BOARD OF DIRECTORS

Pursuant to MetroVision's By-Laws, the Board of Directors may be composed
of not less than three and not more than seven directors, with the precise
number to be fixed by the Board of Directors from time to time by resolution. In
connection with the Merger, the Company has agreed to fix the number of
directors at five and has proposed a slate of five nominees for election as
directors consisting of Thomas Clarke, Lawrence Cummings, Peter Doelger, Robert
Hussey and Courtlandt Miller (the "Merger Slate"). Of the proposed nominees,
only Mr. Hussey currently is a director of the Company.

In the event, however, the Merger is not approved by the MetroVision
shareholders or is not otherwise consummated, then the Board of Directors will
continue to be composed of four directors, each of whom will be elected at the
Meeting to serve until the next annual meeting of shareholders and until their
successors are elected and qualified. The Board has nominated the following
persons, all of whom currently serve as directors of the Company, for election
to Board in the event the Merger is not consummated: Don Stephen Aron, Joseph A.
Calabrese, William H. Hessick III and Robert F. Hussey (the "Non-Merger Slate").

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Set forth below is certain biographical information regarding the nominees
constituting the Merger Slate who, if elected by the shareholders at the
Meeting, will take office only in the event the Merger is consummated:

Lawrence B. Cummings: Mr. Cummings, age 41, is the Chief Executive Officer of
Stockbridge Investment Partners, Inc., the parent
corporation of York Hannover. Mr. Cummings has over ten
years of health care experience and is an active
investor in the health care industry. From 1989 to
1992, Mr. Cummings was Chairman of the Board, Chief
Executive Officer and President of Providence Health
Care, Inc. ("Providence"), a Cleveland, Ohio-based
publicly-traded nursing home management company which
Mr. Cummings founded and which was acquired by The
Multicare Companies, Inc. in 1992. Mr. Cummings
received his undergraduate degree from Harvard
University and a Masters in Business Administration
from Harvard Business School. On May 23, 1996, a Final
Judgement of Dissolution of Marriage was entered
transferring certain assets to Mr. Cummings' former
spouse and ordering Mr. Cummings to pay her over $6.0
million, which has been appealed. As a result of this
order and other personal indebtedness, on August 20,
1996, Mr. Cummings filed for personal reorganization
under Chapter 11, which case is now pending in the U.S.
Bankruptcy Court for the Southern District of Florida.

Thomas M. Clarke: Mr. Clarke, age 41, has been the President and Chief
Financial Officer of Stockbridge Investment Partners,
Inc. since 1991. Mr. Clarke has over 16 years of
experience in the health care industry and has held
positions with both public and private health care
organizations. From May 1987 until founding Stockbridge
in 1991, Mr. Clarke was the Treasurer and Chief
Financial Officer of Berkshire Health Systems, Inc., a
Pittsfield, Massachusetts based diversified health care
company. Mr. Clarke is a Fellow in the Health Care
Financial Management Association. Mr. Clarke is a
graduate of the University of Maine and completed his
Masters in Science in Business at Husson College.

Robert F. Hussey: Mr. Hussey, age 47, has served as a Director of
MetroVision since February 1991 and was named President
of the Company in June 1991. From July 1985 to May
1991, Mr. Hussey was President and Chief Executive
Officer of POP Radio Corporation, an alternative media
company which created an in-store broadcasting network.
POP Radio was purchased in 1991 by Heritage Media
Corporation. From 1979 to 1985, Mr. Hussey was Vice
President of Grey Advertising. Mr. Hussey has also held
marketing positions at E.F. Hutton and American Home
Products. He is a director of Ivex Corporation, a
private company engaged in electronic hardware and
software design and manufacturing. Mr. Hussey is a
graduate of Georgetown University and received his
Masters in Business Administration from George
Washington University.

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<PAGE>

Peter Doelger: Mr. Doelger, age 59, is the President, a position he
has held since 1978, and founder of DMC Services, Inc.,
an energy conservation company with 42 offices
nationwide and 2,000 employees. DMC Services, Inc. was
acquired by Honeywell, Inc. in 1995. From 1970 to 1975
Mr. Doelger was Executive Vice President of CableVision
Corporation of America, a New England regional cable
television company. From 1965 to 1970 Mr. Doelger was
Executive Vice President of Community Planning and
Development Association, a moderate income housing
development corporation serving New England. Mr.
Doelger also has extensive experience in financial and
securities analysis, having served as a real estate and
financial analyst at Taylor Investments and as a
securities analyst at Plan Management. Mr. Doelger
received his undergraduate degree from Middlebury
College.

Courtlandt Miller: Mr. Miller, age 44, is a private investor. From 1988
until its purchase by Value Health, Inc. in 1995, Mr.
Miller was Executive Vice President and general counsel
of Diagnostek, Inc., a New York Stock Exchange traded,
pharmacy benefit management company. He is also a
director of Power Bike LLC, a privately held technology
company. Mr. Miller is a graduate of Fordham University
and received his law degree from the Tulane University
School of Law.

Set forth below is certain biographical information regarding the nominees
constituting the Non-Merger Slate (except for Mr. Hussey, whose biography
appears above) who, if elected by the shareholders at the Meeting, will take
office only if the Merger is not consummated:

Joseph A. Calabrese: Mr. Calabrese, age 43, co-founded MetroVision in 1986
and served as Executive Vice President, Secretary, and
a Director of the Company from 1986 to November 1993.
In November 1993, Mr. Calabrese was named Managing
Director of MetroVision. Mr. Calabrese presently serves
as Executive Director of Central New York Regional
Transit Authority. From 1978 to 1986, Mr. Calabrese was
Assistant General Manager of the Central New York
Regional Transit Authority. From 1975 to 1978, Mr.
Calabrese held various positions with the Central New
York Regional Transit Authority. Mr. Calabrese holds a
B.S. in Economics from Syracuse University and a M.B.A.
Degree from the University of Buffalo. Mr. Calabrese
has completed fellowship programs at Northeastern
University, The University of Chicago and at the
Wharton School, University of Pennsylvania.

Don Stephen Aron: Mr. Aron, age 51, has served as a Director of
MetroVision since March 1990. Since January 1992, Mr.
Aron has been engaged in venture capital and real
estate development, acting as Managing Director of The
Aron Companies. From 1977 until January 1992, Mr. Aron
was a General Partner of Gertner, Aron & Ledet
Investments Inc., a private venture capital and real
estate development firm. Since 1973, Mr. Aron has also
been sole owner and operator of Aron Investment Company
and First DSA Corporation, both of which are engaged in
the development and operation of apartments,
warehouses, nursing homes and condominiums. Since 1968,
Mr. Aron has been associated with Gilbert Getner
Enterprises, a real estate development firm. He is a
director of several private corporations.

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<PAGE>
William H. Hessick III: Mr. Hessick, age 57, has served as a Director of the
Company since August 1986. Since 1963, Mr. Hessick has
been President of Hessick Investment Corporation, a
commercial and residential real estate developer.

Management believes that all of the nominees comprising both the Merger
Slate and the Non-Merger Slate are willing and able to serve as directors. If
any nominee at the time of election is unable or unwilling to serve or is
otherwise unavailable for election, and as a consequence thereof, other nominees
are designated, the persons named in the proxy or their substitutes will have
the discretion and authority to vote or to refrain from voting for other
nominees in accordance with their judgment. The Board of Directors does not have
a nominating committee.

COMMITTEES

The Board of Directors has three committees: an audit committee, a
compensation committee and a stock option committee. The audit committee was
established to review internal accounting procedures of MetroVision and to
consult with and review MetroVision's independent auditors and the services
provided. The compensation committee makes recommendations to the Board of
Directors regarding remuneration of executive officers and directors. The stock
option committee administers the Employee Stock Option Plan. The stock option
committee held one meeting during the last fiscal year and the audit and
compensation committees did not meet.

BOARD MEETINGS

The Board of Directors held two meetings during fiscal year 1995. None of
the current directors attended less than 75% of the total number of meetings of
the Board of Directors and the total number of meetings held by all committees
of the Board of Directors on which such director served.

COMPENSATION OF DIRECTORS

Directors do not receive any cash compensation for their services on the
Board of Directors, but are reimbursed for reasonable travel and lodging
expenses incurred in attending Board and committee meetings. Non-employee
directors are eligible to receive grants of stock options under the MetroVision
Non-Employee Directors Stock Option Plan pursuant to a formula, the purpose of
which is to enable the Plan to satisfy the conditions relating to administration
of employee stock option plans set forth in Rule 16b-3 promulgated under the
Exchange Act. During fiscal year 1995, Don Aron, a non-employee director, was
granted options to purchase 7,000 shares of Common Stock and William Hessick,
the other non-employee director, was granted options to purchase 6,000 shares of
Common Stock. The foregoing options are immediately exercisable and are subject
to exercise until the earlier of expiration of ten years from the date of grant
or resignation or removal from the Board of Directors. The exercise price for
the options granted to the foregoing directors was $.15625 per share,
representing 100% of the fair market value of the Common Stock on the date of
grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the MetroVision directors serves as a member of a compensation or
stock option committee of any other publicly traded company for which any other
MetroVision director or officer also serves as a director or executive officer.

THE BOARD OF DIRECTORS RECOMMENDS THAT METROVISION SHAREHOLDERS VOTE FOR
BOTH SLATES OF NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AS THE
CONSUMMATION OF THE MERGER CANNOT BE ASSURED.

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PROPOSAL 5

INCREASE IN AUTHORIZED SHARES OF METROVISION COMMON STOCK

By virtue of the Reverse Stock Split, the number of authorized shares of
MetroVision Common Stock will be reduced from 10,000,000 shares, $.001 per
share, to 2,173,913 shares, $.001 par value per share. At the Meeting,
shareholders will be asked to approve an amendment to MetroVision's Restated
Certificate of Incorporation increasing the number of authorized shares of
MetroVision Common Stock by 22,826,087 shares, from 2,173,913 shares to
25,000,000 shares. The text of the amendment is as follows:

"RESOLVED, that the first paragraph of Article Fourth of the Restated
Certificate of Incorporation be amended and restated in its entirety as
follows:

FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is Twenty Seven Million (27,000,000) shares
consisting of (i) Twenty Five Million (25,000,000) shares of Common Stock
(hereinafter, the "Common Stock"), $.001 par value per share, and (ii) Two
Million (2,000,000) shares of Preferred Stock, $.001 par value per share,
of which Seven Hundred Twenty Thousand (720,000) shares shall be designated
5% Series A Convertible Preferred Stock (hereinafter, the "5% Preferred
Stock"), and One Million Two Hundred Eighty Thousand (1,280,000) shares
(the "Remaining Preferred Stock") shall have such designation as may be
authorized by the Board of Directors."

By virtue of the shares of Common Stock outstanding and the shares of
Common Stock reserved for issuance upon conversion of the 5% Preferred Stock and
upon the exercise of currently outstanding stock options and common stock
purchase warrants, MetroVision has only 47,244 authorized shares remaining
(10,270 shares after giving effect to the Reverse Stock Split). To consummate
the Merger, MetroVision will be obligated to issue an aggregate of 4,000,000
shares of Common Stock. In addition, upon consummation of the Merger, Messrs.
Lawrence B. Cummings and Thomas M. Clarke, who will assume the positions of
Chief Executive Officer and Chairman, respectively, following the Merger, will
each be granted common stock purchase warrants to purchase 750,000 shares of
Common Stock pursuant to vesting agreements and in lieu of salaries otherwise
payable under employment agreements to be entered into upon closing of the
Merger. Accordingly, MetroVision will be unable to consummate the Merger and
related transactions without shareholder approval of an increase in the number
of authorized shares of Common Stock.

In addition, the MetroVision Board of Directors has authorized an exchange
offer (the "Exchange Offer") to be made to holders of the 5% Preferred Stock as
soon as possible following the Meeting and consummation of the Merger. In the
Exchange Offer, holders of 5% Preferred Stock will be offered the opportunity,
for a limited time, to exchange their shares of 5% Preferred Stock, and agree to
forgive MetroVision from its obligation to pay any accrued dividends thereon,
for shares of Common Stock. If all of such holders of 5% Preferred Stock accept
the Exchange Offer, an aggregate of 800,000 shares of Common Stock would be
issued in exchange for all 648,535 shares of 5% Preferred Stock outstanding and
the forgiveness of accrued but unpaid dividends which, at September 30, 1996,
aggregated approximately $677,000. The terms of Exchange Offer, including the
exchange ratio, was determined on the basis of arms-length negotiations between
MetroVision and the two principal holders of the 5% Preferred Stock, Fifty-Third
Street Ventures, L.P. and Argentum Capital Partners, L.P., who own 32% and 19%,
respectively, of the issued and outstanding shares of 5% Preferred Stock. Don
Aron, a director of MetroVision, owns 35,003 shares of 5% Preferred Stock, or
approximately 5.4% of the issued and outstanding shares of such class, and is
the only other beneficial owner of more than 5% of such class. Also,
MetroVision's Board of Directors has authorized, and has submitted for
shareholder approval at the Meeting, an increase to an aggregate of 900,000
shares of Common Stock authorized for issuance under MetroVision's Employee
Stock Option (giving effect to the Reverse Stock Split). See "Proposal 6 --
Increase in Shares Reserved for Issuance Under MetroVision Stock Option Plan."
MetroVision would be unable to effectuate the Exchange Offer or grant new
options under MetroVision's stock option plan without shareholder approval of an
increase in the number of authorized shares of Common Stock.

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<PAGE>
The increase in the number of authorized shares of Common Stock will
provide additional shares for issuance, without the delay and expense of further
shareholder approval, for such other proper corporate purposes as the Board of
Directors may in the future deem advisable. Such shares may be issued if and
when the financial needs of MetroVision require the obtaining of funds through
the sale of Common Stock to support MetroVision's working capital requirements
and for other corporate purposes, or if it should be decided to declare a stock
split or stock dividend, or for use in connection with the possible acquisition
of other products or businesses should the opportunity arise. Unless required by
applicable law, the MetroVision Restated Certificate of Incorporation or the
By-laws of MetroVision, it is not anticipated that MetroVision will solicit the
votes of shareholders prior to the issuance of Common Stock for any of the
purposes described above.

Approval of the proposal to increase the number of authorized shares of New
MetroVision Common Stock requires the affirmative vote of a majority of the
shares of MetroVision Common Stock and 5% Preferred Stock, together as a single
class, voting in person or by proxy at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT METROVISION SHARE-
HOLDERS VOTE FOR THE PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK.

PROPOSAL 6

INCREASE IN SHARES RESERVED FOR ISSUANCE
UNDER METROVISION'S EMPLOYEE STOCK OPTION PLAN

On June 1, 1991, the Board of Directors approved the MetroVision Employee
Stock Option Plan (the "Employee Stock Plan"), which provides for the grant of
qualified and non-qualified stock options to MetroVision employees, consultants
and directors to purchase an aggregate of 450,000 shares of Common Stock. Under
the Employee Stock Plan, MetroVision's Stock Option Committee has complete
discretion to establish the terms and conditions of each option, subject to the
express provisions of the Employee Stock Plan. At September 30, 1996, all
450,000 shares of Common Stock were reserved for issuance upon exercise of
outstanding options granted under the Employee Stock Plan.

If the proposed Reverse Stock Split is adopted, the total number of shares
authorized for issuance upon the exercise of options granted under the Employee
Stock Plan will automatically be reduced from 450,000 shares to 97,826 shares of
Common Stock. On November 1, 1996, the Board of Directors authorized an
amendment, subject to shareholder approval being sought herein, to increase the
number of shares of Common Stock authorized for issuance under the Employee
Stock Plan from 97,826 shares to 900,000 shares.

The Board of Directors believes that the availability of a non-cash
employment compensation benefit in the form of stock options enables MetroVision
to compete in the marketplace for qualified personnel without having to deplete
its cash resources. Additionally, stock options create an incentive for such
personnel to remain in the employ of MetroVision and devote themselves to
MetroVision's success by providing them with an opportunity to acquire or
increase their pecuniary interest in MetroVision through equity ownership. In
light of the proposed Merger and the increase in the number of employees of
MetroVision who will be eligible to receive options under the Employee Stock
Plan, the Board believes that the proposed increase in the number of shares
available under the Employee Stock Plan will provide MetroVision with the
ability to retain and attract qualified personnel, a significant factor in
contributing to MetroVision's anticipated growth. Notwithstanding the
recommended adoption of the proposal, however, the Board has no current plans to
issue options under the Employee Stock Plan. The common stock purchases warrants
exercisable to purchase 750,000 shares of Common Stock being issued to each of
Messrs. Cummings and Clarke pursuant to employment agreements, to become
effective upon consummation of the Merger Agreement, are being granted outside
of the Employee Stock Plan and, therefore, a vote in opposition to this proposal
will

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not preclude the grant of such warrants. See "The Merger Agreement -- Conduct of
the Combined Companies Following the Merger; Management Following the Merger."

The material terms of the Employee Stock Plan are summarized below:

Number of Shares. The aggregate maximum number of shares for which options
may be granted under the Employee Stock Plan is 450,000 shares, which will be
reduced to 97,826 shares in the event the Reverse Stock Split is approved. The
number of shares which may be issued pursuant to the Employee Stock Plan is
subject to adjustment upon the occurrence of a dividend, stock split,
recapitalization or certain other capital adjustments. If options granted under
the Plan terminate, expire or are canceled without having been exercised for any
reason, the shares allocable to the unexercised portion of the option will be
available for the grant of new options. In the event the proposal to increase
the shares authorized for issuance under the Plan is approved by the
shareholders at the Meeting, the number of shares reserved for issuance upon the
exercise of options granted under the Employee Stock Plan would be increased to
900,000 shares giving effect to the adoption of the Reverse Stock Split.

Administration. The Employee Stock Plan is administered by MetroVision's
Stock Option Committee, which has complete discretion to establish the terms and
conditions of each option, subject to the express provisions of the Employee
Stock Plan (the "Committee").

Eligibility. All employees and consultants of MetroVision (including
employees who are also members of the Board of Directors) are eligible to
receive options under the Employee Stock Plan. At September 30, 1996, there were
approximately four eligible employees.

Term of Plans. No options may be granted under the Employee Stock Plan
after May 31, 2001.

Options. Options granted under the Employee Stock Plan may either be
incentive stock options ("ISOs") or non-qualified stock options. ISOs are
intended to qualify as "incentive stock options" within the meaning of Section
422 of the Code. Unless an option is specifically designated at the time of
grant to be an ISO, the option is deemed non-qualified. Options are not
transferable by the optionee except by will or by the laws of dissent and
distribution or by reason of a qualified domestic relations order.

Options granted under the Employee Stock Plan are evidenced by an option
document which sets forth the terms of the optionee's option. The Committee is
authorized under the Employee Stock Plan to determine the times and prices at
which the options will be granted and become exercisable, the type of options to
be granted and the number of shares subject to options, except as expressly
provided by the Plan.

Exercise Price. The exercise price of options granted under the Employee
Stock Plan is determined by the Committee, provided that the exercise price of
an ISO will be at least 100% of the fair market value of the shares on the date
an ISO is granted, or at least 110% of the fair market value of the shares on
the date an ISO is granted if the recipient owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than 10% of the total
combined voting power of all classes of shares of MetroVision. The aggregate
fair market value, determined as of the date of grant, of the Common Stock with
respect to which an ISO is first exercisable by the recipient during any
calendar year may not exceed $100,000.

Termination. Options will terminate on the earlier to occur of three
months following the termination of an optionee's employment if other than by
reason of death or disability, or one year following termination of employment
if by reason of death or disability, but in no event greater than the option
term, which may not exceed ten years.

Payment. Payment for shares upon exercise of options may be made in cash
or such other form of payment as permitted under the particular option document,
including, but not limited to, shares of Common Stock owned by the optionee.

Amendments. The Board of Directors may amend or terminate the Plan but may
not make any amendment which would increase the aggregate number of shares which
may be issued under the Plan,

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materially increase the benefits under the Plan or modify the eligibility of
participants under the Plan without obtaining shareholder approval within twelve
months from such amendment.

Federal Income Tax Consequences. The following discussion is a summary of
certain federal income tax consequences of the issuance of options and the
acquisition of shares of Common Stock by exercising options under the Employee
Stock Plan and Non-Employee Stock Plan does not present a complete analysis of
all tax consequences which may be relevant to any particular recipient. It does
not purport to discuss state or local income tax laws.

A recipient of an ISO will not recognize taxable income upon either the
grant or exercise of an ISO. The optionee will recognize long-term capital gain
or loss on a disposition of the shares acquired upon exercise of an ISO,
provided the optionee does not dispose of those shares within two years from the
date the ISO was granted or within one year after the shares were transferred to
such optionee. Currently, for regular federal income tax purposes, long-term
capital gain is taxed at a minimum rate of 28%, while ordinary income may be
subject to a maximum rate of 39.6%. If the optionee satisfies both of the
foregoing holding periods, MetroVision will not be allowed a deduction by reason
of the grant or exercise of an ISO.

As a general rule, if the optionee disposes of the shares before satisfying
both holding period requirements (a "disqualifying disposition"), the gain
recognized by the optionee on the disqualifying disposition will be taxed as
ordinary income to the extent of the difference between (a) the lesser of the
fair market value of the shares on the date of exercise or the amount received
for the shares in the disqualifying disposition, and (b) the adjusted basis of
the shares, and MetroVision will be entitled to a deduction in that amount. The
gain (if any) in excess of the amount recognized as ordinary income on a
disqualifying disposition will be long-term or short-term capital gain,
depending on the length of time the optionee held the shares prior to the
disposition.

The amount by which the fair market value of a share at the time of
exercise exceeds the option price will be included in the computation of such
optionee's "alternative minimum taxable income" in the year the optionee
exercises the ISO. Currently, the alternative minimum tax is imposed at the rate
of 26% or 28%. If an optionee pays alternative minimum tax with respect to the
exercise of an ISO, the amount of such tax paid will be allowed as a credit
against regular tax liability in subsequent years.

A recipient of a non-qualified stock option will not recognize taxable
income at the time of grant, and MetroVision will not be allowed a deduction by
reason of the grant. Such an optionee will recognize ordinary income in the year
in which the non-qualified stock option is exercised, in an amount equal to the
excess of the fair market value of the shares over the exercise price of the
option, and MetroVision will be allowed a deduction in that amount. Upon
disposition of the shares, an optionee will recognize long-term or short-term
capital gain or loss, depending upon the length of time the shares were held
prior to disposition, equal to the difference between the amount realized on
disposition and the optionee's basis in the shares (which basis ordinarily is
the fair market value of the shares on the date the option was exercised).

Approval of the proposal to increase the number of authorized shares of
MetroVision Common Stock reserved for issuance under the Employee Stock Plan
requires the affirmative vote of a majority of the shares of MetroVision Common
Stock and 5% Preferred Stock, together as a single class, voting in person or by
proxy at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT METROVISION SHAREHOLDERS VOTE FOR
THE PROPOSAL TO INCREASE THE AUTHORIZED NUMBER OF SHARES FOR ISSUANCE UNDER THE
METROVISION EMPLOYEE STOCK PLAN.

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<PAGE>
PRICE RANGE OF METROVISION COMMON STOCK

MetroVision's Common Stock and Units (consisting of six shares of Common
Stock and one Class B Common Stock Purchase Warrant (which Warrants expired on
November 4, 1996)) are traded in the over-the-counter market under the symbols
"MVTV" and "MVTVL," respectively. Until May 22, 1996, the Common Stock and Units
were included for quotation on the Nasdaq SmallCap Market. On that date, the
Common Stock and Units were delisted from the SmallCap Market for failing to
meet certain listing criteria. Consequently, since May 23, 1996, the Common
Stock and Units have traded on an electronic bulletin board established for
securities that do not meet the Nasdaq SmallCap listing requirements. The
following table sets forth for the periods indicated the range of high and low
bid prices for the Common Stock and Units as reported by Nasdaq on the SmallCap
Market prior to May 23, 1996 and as reported on the electronic bulletin board
thereafter. The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily reflect actual transactions.

PRICE PER SHARE PRICE PER UNIT
--------------- --------------
HIGH LOW HIGH LOW
---- --- ---- ---
Calendar Year 1994
Fourth quarter........................... 1/2 1/8 2 1/2 1
Third quarter............................ 1/2 5/16 4 2 1/2
Second quarter........................... 1 3/16 1/2 7 3 3/4
First quarter............................ 1 5/8 5/8 8 1/4 4 1/4

Calendar Year 1995
Fourth quarter........................... 3/16 1/8 1 1/16 1
Third quarter............................ 3/16 1/8 1 1/8 3/4
Second quarter........................... 3/16 1/8 1 3/4
First quarter............................ 1/4 1/8 1 1/4 1

Calendar Year 1996
Fourth quarter........................... 1/8 1/8 5/8 5/8
Third quarter............................ 1/4 1/8 1 1/4 1/2
Second quarter........................... 1/2 1/8 2 1 1/4
First quarter............................ 3/8 1/8 1 5/8

Calendar Year 1997
First quarter through February 5, 1997... 1/8 1/8 5/8 5/8

As of December 31, 1996, there were approximately 800 holders of record of
the Common Stock. On May 7, 1996, the last trading day prior to the public
announcement of the Merger Agreement, the closing bid and asked prices of the
MetroVision Common Stock and Units as reported on the Nasdaq SmallCap Market
were $.344 and $.375 per share and $1.75 and $2.25 per Unit.

No public market exists for the securities of either York Hannover or
Stockbridge.

Neither MetroVision nor York Hannover has ever paid cash dividends on their
respective shares of common stock. The payment of dividends, if any, in the
future is within the discretion of the Board of Directors, and is dependent upon
a number of factors, including earnings, capital requirements and financial
condition.

48
<PAGE>
CAPITALIZATION

The following table sets forth as of September 30, 1996 the capitalization
of MetroVision on an historical basis and on a pro forma basis as adjusted to
give effect to the consummation of the Merger.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------
PRO
ACTUAL FORMA(1)
------- --------
(IN THOUSANDS)
<S> <C> <C>
Short-Term Debt:
Notes Payable and Current Portion of Long-Term Debt............ $ 135 $2,085
------- --------
------- --------
Long-Term Debt (less current portion):........................... 0 0
------- --------
Total Long-Term Debt........................................ 0 0
------- --------
------- --------
Preferred Stock.................................................. 1 1
Common Shareholders' Equity:
Common Stock, $.001 Par Value; (10,000,000 shares authorized;
6,987,880 shares issued at September 30, 1996 --
historical, and 5,519,104 -- pro forma)........................ 7 5
Additional Paid in Capital..................................... 13,386 1,342
Retained Deficit............................................... (12,760) (2,272)
------- --------
Total Common Shareholders' Equity........................... 633 (925)
------- --------
------- --------
Total Capitalization............................................. $ 769 $1,161
------- --------
------- --------
</TABLE>

- ------------------
(1) Gives effect to the Merger and related transactions described herein under
"Unaudited Summary Pro Forma Combined Condensed Consolidated Financial
Information."

49
<PAGE>
INFORMATION CONCERNING METROVISION

BUSINESS

MetroVision owns and operates the Commuter Channel, a video cable network
for the mass transit industry. The Commuter Channel displays a program cycle of
generally 10 to 12 minutes which is segmented into information from transit
authorities; news, weather, sports and entertainment headlines; and advertising.
Broadcasts on the Commuter Channel are displayed 24 hours a day, seven days a
week, on high-resolution video display monitors and projection screens situated
on rail platforms and in passenger waiting areas.

The Commuter Channel is currently installed in the Port Authority Trans
Hudson ("PATH") system in New York and New Jersey, the Southeastern Pennsylvania
Transportation Authority ("SEPTA") system in Philadelphia, Pennsylvania,
Boston's Massachusetts Bay Transportation Authority ("MBTA") subway and commuter
rail system, and in the Bay Area Rapid Transit ("BART") System in the San
Francisco Bay Area in California. MetroVision is currently installing its
electronic display system in approximately 50 New Jersey Transit stations, and
has several smaller installations in other markets. The Commuter Channel is
designed to be the primary means by which transit authorities communicate
information to commuters using their systems. Transit information is input
directly by transit authorities and includes schedule information, route maps,
delay information, and emergency information. MetroVision believes the Commuter
Channel is an attractive communications medium to transit authorities in that it
provides them with a state-of-the-art information system and offers them
commissions on advertising sold on the Commuter Channel in their respective
transit systems.

MetroVision derives its revenues from the sale or barter of advertising and
news information segments on its networks, and the sale of its complete video
display network to transit authorities. In addition, news, weather, sports and
entertainment headlines displayed on the Commuter Channel are obtained from
several information providers, certain of whom pay MetroVision fees for access
to the Commuter Channel. MetroVision believes that a principal attraction of the
Commuter Channel to advertisers is that it targets commuters during times when
they are otherwise unreachable by conventional visual broadcast media.

MetroVision's objective has been to expand its video cable network into
transit systems through the sale of complete systems to transit authorities
seeking to comply with the Americans with Disabilities Act ("ADA"). The ADA
requires transit authorities that provide verbal transit information to also
provide visual information to users. MetroVision believes that the ADA will
allow it to expand its networks without having to capitalize equipment and
installation costs. MetroVision believes that, if it is successful in meeting
its objective, the Commuter Channel will be an attractive media alternative for
advertisers attempting to reach large audiences and upscale demographic
characteristics in captive environments.

ALTERNATIVE MEDIA

MetroVision believes it presents advertisers with an attractive, highly
focused, place-based media outlet. "Place-based media" is a phrase generally
applied to new means of presenting advertising to highly-targeted or niche
(specialty) markets. The place-based media industry has emerged in response to a
perceived fragmentation of the mass market and the resulting reduced efficacy of
mass marketing advertising. In contrast to mass marketing, place-based media
seeks to target and isolate smaller, more discreet, stratified market segments.

MASS TRANSPORTATION ADVERTISING

There has been substantial advertising in mass transportation systems.
MetroVision believes that advertising in mass transportation systems has
generally been recognized as an effective means for advertisers to reach large
audiences with attractive demographic characteristics. Advertising within public
transportation systems (i.e., urban rail, commuter rail) generally has consisted
of transit shelter

50
<PAGE>
advertising and airport advertising. In all three cases, consumers can be
exposed to multiple advertising methods over an extended period of time,
enhancing recall and effectiveness. According to the American Public Transit
Association, nearly 8.4 billion riders rode on the nation's transit systems
during 1994, many of whom were commuting to work. This ridership has augmented
the desire of advertisers to reach this attractive audience and the need for
transportation operators to provide timely and relevant information to
passengers.

METROVISION STRATEGY

Historically, MetroVision has financed the purchase and installation of the
equipment necessary to fulfill a contract with a transit system. More recently,
MetroVision has shifted its strategy to sales of "turn-key" systems to transit
authorities seeking to comply with the ADA, which requires transit authorities
that provide verbal transit information to also provide visual information to
passengers. MetroVision believes that "turn-key" sales do not put such a strain
on its very limited financial resources because the costs of installation are
borne by the customer. In addition, MetroVision believes such sales, to the
extent they are realized, carry significantly higher operating margins than are
associated with advertising revenue. MetroVision has completed the installation
of the Commuter Channel in the transit systems operated by the Rhode Island
Public Transit Authority and the Niagara Frontier Transit Authority and is
installing the Commuter Channel for New Jersey Transit. The completion of these
installations not only provides revenues from installation, but also provides an
expanded network for MetroVision to market to advertisers and others without a
significant cash outlay. In addition, MetroVision believes that its network is
an attractive media alternative for advertisers attempting to reach a large
audience with attractive demographic characteristics in captive environments.
MetroVision believes the principal attractions of the Commuter Channel to
advertisers include the following:

o They target commuter/business travelers during times when they are
otherwise generally unreachable by conventional visual broadcast media.

o They offer advertisers flexibility to vary advertising based on the time
(such as time of day or day of week) or location (such as specific
stations or cities) of the broadcast. Creative messages can be changed on
short notice.

o Commuter/business travelers represent captive audiences who are attracted
to the prominently located monitors to view important transit and other
information such as information related to local events, ground
transportation or traffic.

The Commuter Channel is designed to be a primary means by which transit
authorities communicate information to commuters in the respective transit
systems. MetroVision believes the Commuter Channel is an attractive
communication medium to transit authorities in that:

o The authorities are provided with state-of-the-art information systems
(including high-resolution video display monitors and computers), as well
as installation, maintenance, training and programming services.

o The authorities receive commissions on all advertising sold on the
Commuter Channel in their respective transit systems.

o The authorities are allotted, at no charge, approximately one-third of
the time in each program cycle on the network for transit or other
information such as information related to local events, ground
transportation or traffic.

SYSTEM CONFIGURATION AND PROGRAMMING

The Commuter Channel installation generally consists of high-resolution
video display monitors and personal computers. The number of monitors installed
at a particular location can vary depending upon the size and configuration of
the location. Monitors at each location are connected via coaxial cables to, and
are controlled by, one or several IBM-compatible personal computers which are

51
<PAGE>
generally located in non-public areas. These "display" computers receive
information via telephone communications lines from four separate input sources:
MetroVision, transit authorities, advertisers and information providers.
MetroVision provides the participating transit authorities, advertisers and
information providers with computers through which they can continuously input
and broadcast their respective information to the network. Information from
transit authorities includes schedule information, route maps, delay information
and emergency information. News, weather, sports and entertainment headlines
displayed on the Commuter Channel are obtained from several information
providers, including national and local news sources.

MetroVision generally installs a computer at the transit control center for
the transit authority's convenient input and broadcast of important delay and
emergency information. The public relations department of the transit authority
will often also have a second input computer for broadcast of public awareness
messages. Similarly, the computers for the information providers, such as ABC
local affiliate, KGO News, are generally installed in editorial or news rooms
for easy input of news updates.

Advertising creative is supplied by advertisers to MetroVision. The
creative is then digitized and edited by MetroVision's production staff.
Creative which takes the form of full-motion video is transferred onto a video
disc by MetroVision. Typically, advertisers will send MetroVision advertising
copy which is stored on laser disk or scanned into a computer and then edited.
All advertising messages are stored in the display computers or laser disk for
broadcast as scheduled by the advertiser.

Each display computer has a continuously running program cycle which is
divided into separate time allocations or "slots," each of which is dedicated to
transit information; news, weather, sports and entertainment headlines; or
advertising. From their respective computers, transit authorities and
information providers can update and change only the information in their
respective slots in the program cycle. Advertising is changed or added by
MetroVision. MetroVision can also change the composition or order of the program
cycle and of any of the slots in the broadcast.

A key component of MetroVision's network is the computer software system
which controls the trafficking and display of all segments of programming on the
Commuter Channel. In November 1992, MetroVision received an exclusive long-term
license to use this software in the mass transportation market. See "-- Software
License Agreement."

ADVERTISERS AND INFORMATION PROVIDERS

MetroVision derives its revenues principally from sales of advertising on
the Commuter Channel. There are generally sixteen 15-second advertising slots in
a program cycle (not including advertising by information providers in their
programming slots). Each 15-second slot can be further divided into several
separate slots which can convey an advertising message on consecutively
displayed images or video clips, or be interspersed to provide greater frequency
of display. MetroVision's agreements with transit authorities generally allow
the transit authorities to reject advertising to be displayed on the network in
their respective systems if they deem it objectionable. Advertisers have the
opportunity to have advertising and other information presented on a total
network basis, individual transit market basis or individual station basis.
Advertising agreements are generally short-term (one year or less) and may be
canceled by the advertiser in certain circumstances. Certain advertisers are
guaranteed product category exclusivity. In addition to advertisers, certain
information providers pay MetroVision fees for access to the network. Fees from
information providers presently represent a significant portion of MetroVision's
revenues. MetroVision generally seeks to have information providers for national
and/or local news, financial news, weather and sports and entertainment.

Advertisers and information providers broadcasting on the Commuter Channel
at September 30, 1996 include Dow Jones Telerate, the California and New Jersey
Lotteries and the ABC local affiliate KGO (San Francisco). For the fiscal year
ended December 31, 1995, MetroVision's five largest advertisers and information
providers accounted for approximately 61% of revenues, with ABC News and KGO-TV
accounting for approximately 31% and 9% of gross advertising revenues,
respectively. For the nine months ended September 30, 1996, MetroVision's five
largest advertisers and information providers accounted for approximately 64.7%
of advertsing and news service revenues, with Dow

52
<PAGE>
Jones Telerate and KGO News accounting for approximately 20% and 14.5% of
revenues, respectively.

INSTALLATIONS AND INSTALLATION CONTRACTS

The Commuter Channel is currently installed in New York/New Jersey's PATH
system, Philadelphia's SEPTA system, San Francisco/Oakland's BART system and
Boston's MBTA system. The New York, Philadelphia, San Francisco and Boston
metropolitan areas are four of the largest mass transit markets in the United
States as measured by annual commuter trips. MetroVision typically seeks to
install the Commuter Channel in the stations of a transit system with the
highest level of commuter traffic.

The table below sets forth information with respect to MetroVision's
primary and contracted installations of the Commuter Channel at September 30,
1996:

NO. OF NO. OF NO. OF
INSTALLATION LOCATION STATIONS MONITORS COMPUTERS
- ---------------------------------------- -------- -------- ---------

New York/New Jersey (PATH).............. 13(1) 130(1) 18(1)
Philadelphia, Pennsylvania (SEPTA)...... 9 56 11
San Francisco, California (BART)........ 6 112 12
Boston, Massachusetts (MBTA)............ 5 64 5
New Jersey Transit...................... 12 54 12

- ------------------
(1) Includes 10 monitors and 3 computers contracted to be installed in the PATH
system.

The following is additional information relating to MetroVision's primary
installations:

The Port Authority Trans Hudson (PATH) System. The PATH commuter rail line
provides access to Manhattan's downtown and midtown business districts for New
Jersey residents. Installation of the Commuter Channel in PATH commenced in
1989. MetroVision's agreement with PATH was amended on December 31, 1996 for an
indefinite term, subject to earlier revocation or termination as provided in the
permit. MetroVision is contracted to install an additional ten monitors and
three computers in three PATH stations. All of the Company's installations at
the Path Stations have been upgraded to allow for the display of full-motion
video. MetroVision pays PATH a monthly commission based on the net revenues
MetroVision receives from sales of advertising (not including revenues, if any,
received from information providers) on the Commuter Channel in PATH. This
monthly commission is determined on an annual basis using several components,
including the number of passengers in the PATH system during the previous 12
months and the advertising rates charged by MetroVision, and is subject to an
overall maximum of 20% of net revenues. For the fiscal year ended December 31,
1995, the monthly commission was 12 1/2%. In the event all of MetroVision's
advertising slots are sold, PATH would be entitled to a greater percentage of
the net revenues received by MetroVision from the sale of advertising displayed
during program cycle time otherwise reserved for use by PATH. MetroVision's
agreement with PATH, in accordance with what MetroVision believes is PATH's
policy and practice for all of its vendor agreements, is non-exclusive and
terminable on 30 days notice by PATH.

The Southeastern Pennsylvania Transit Authority (SEPTA) System. SEPTA
operates a commuter rail line connecting Philadelphia to its suburban areas,
including the Main Line area and Bucks County. The Commuter Channel at SEPTA
commenced operations in 1987. On July 5, 1995, MetroVision entered into a
revised operating agreement. MetroVision's agreement with SEPTA expires July 5,
1998 and provides MetroVision with a right of first refusal. MetroVision is
required to pay SEPTA commissions equal to 50% of MetroVision's net revenues
from sales of advertising on the Commuter Channel in SEPTA.

The Bay Area Rapid Transit (BART) System. The BART commuter rail network
connects downtown San Francisco with the Bay Area's other major cities and
suburbs, including Oakland and Alameda and Contra Costa counties. MetroVision's
agreement with BART expires in July 1999.

53
<PAGE>
Subject to mutual agreement by the parties for an extension and on the amount of
the commissions to be applied during the extended term, MetroVision may renew
the agreement for an additional 36 months by giving BART written notice at least
30 days prior to the expiration of the agreement's initial term. MetroVision is
obligated to pay BART 10% of MetroVision's net revenues from sales of
advertising (not including revenues, if any, from information providers) on the
Commuter Channel in BART during the first five years of the agreement and 12% of
its net revenues for the remaining two years of the initial term.

The Massachusetts Bay Transit Authority (MBTA) System. MetroVision has a
contract to install the Commuter Channel in the Boston commuter rail system,
which transports passengers to Boston from 78 cities and towns in a service
district of 2.6 million people. Boston is the fifth largest mass transit market
in the nation. The agreement will expire five years from the completion of
installation and acceptance of the system. MetroVision is to pay the MBTA 10% of
MetroVision's net revenue from the sale of advertising on the Commuter Channel
in the MBTA, subject to certain yearly minimums which equal $286,080 in the
aggregate for the initial five-year term of the agreement. Current expansion of
the Commuter Channel in the MBTA from the presently installed five stations has
been halted.

The Chicago Transit Authority (CTA) System. The CTA operates Chicago's
metropolitan rail line, providing urban transportation between Chicago's
business district and numerous residential neighborhoods. The Commuter Channel
at the CTA commenced operations in 1988. The Company's agreement with the CTA
expired on April 1, 1993. On March 21, 1996, MetroVision and the CTA mutually
agreed to terminate the Agreement effective March 31, 1996.

OTHER INSTALLATIONS -- ADA SALES

MetroVision completed the installation of the Commuter Channel in the
transit systems operated by the RIPTA, NFTA and NJT. RIPTA and NFTA will receive
20% of the advertising revenue received from the sale of advertising on their
respective systems. MetroVision will be responsible for on-going maintenance
costs and software fees, which are to be reimbursed from advertising revenues.
MetroVision believes that "turn-key" sales may allow it to rapidly expand its
network without the need to capitalize equipment and installation costs. In
addition, MetroVision believes that "turn-key" sales, to the extent realized,
will carry a significantly higher operating margin than are associated with
advertising revenue.

In addition, MetroVision has several smaller installations, at the McKinney
Transportation Center in Stamford, Connecticut and in other markets. These
include installations in various non-rail locations, including bus stations and
bus stops, in Syracuse and Rochester, New York. Revenues from these
installations have not been, and are not expected to be, material to
MetroVision's business.

SALES AND MARKETING

MetroVision markets its network to two primary client sources: advertisers
and transit authorities. MetroVision's marketing and sales are primarily handled
in house by MetroVision's President and to a lesser extent, using outside sales
representatives. The sales representatives are generally compensated on a
commission basis, which is typically 10% to 15% of net advertising sales. To
assist its sales process, MetroVision utilizes research materials detailing,
among other things, demographic characteristics of commuters in the transit
systems in which MetroVision's network is installed. In addition, MetroVision
has prepared presentation materials for advertisers, including brochures and an
audio/visual promotional tape focusing on the successful use of the Commuter
Channel by certain advertisers.

MetroVision markets its network to transit authorities principally by
direct contact and presentations through membership in an industry trade
association and participation in industry conventions and trade shows. Because
transit authorities are predominantly municipal or government related or
supported, these entities may be required to award contracts after issuance of
requests for proposals and pursuant to competitive bidding. MetroVision is
currently engaged in ongoing

54
<PAGE>
discussions with various transit systems relating to the installation of its
network. MetroVision believes that its existing installations are an important
competitive factor in the marketing of its network to transit systems and
enhance MetroVision's position in connection with awards of new contracts.

SOFTWARE LICENSE AGREEMENT

MetroVision licenses the software which controls the trafficking and
display of all segments of the Commuter Channel's programming from Target
Vision, Inc. ("Target Vision") pursuant to an exclusive long-term license. The
Target Vision license is an exclusive license to use the software in all
transportation centers, bus stations, subways and train stations in the United
States. MetroVision acquired the software license pursuant to an agreement dated
November 1, 1992 with Target Vision in consideration of a lump sum payment of
$150,000. In addition MetroVision was obligated to pay minimum quarterly
servicing and use fees to Target Vision of $27,000 per quarter in 1993
increasing to $30,000 per quarter in 1996, at which time the license to use the
version of the software in use at such time became perpetual. On September 30,
1996, MetroVision notified Target Vision that it would not automatically renew
its software license agreement.

EQUIPMENT SUPPLIERS AND INSTALLATION

MetroVision typically purchases television monitors, computers, kiosk
enclosures and other installation equipment immediately prior to their
installation. Equipment used in connection with MetroVision's network is
manufactured by various large manufacturers and obtained from various sources.
MetroVision believes that there are multiple sources for all the equipment
comprising the Commuter Channel. MetroVision does not anticipate difficulties in
obtaining equipment necessary to conduct its business or install new systems
from current suppliers or alternative sources. MetroVision has contracted with
several companies for the fabrication of kiosk units and enclosures in which to
house television monitors. MetroVision uses both in-house and local contractors
for each installation project. MetroVision does not anticipate any difficulty in
identifying qualified local contractors.

SYSTEM MAINTENANCE AND SECURITY

MetroVision utilizes both in-house staff and outside contractors for the
cleaning and maintenance of its network equipment. Cleaning and minor repairs
are performed by in-house technical service personnel in the New York, New
Jersey, Boston and Philadelphia markets. In the other markets, these services
are provided by outside contractors. MetroVision believes that the cost of
retaining in-house staff is comparable to the cost of utilizing outside
contractors for these tasks.

All of MetroVision's monitors are located in enclosures and kiosks that are
equipped with locking devices and are specially designed for durability and
safety in construction. Ceiling mounted monitor enclosures are designed to
support significantly more weight than that of the monitor itself, and kiosk
structures are bolted directly to the floor. MetroVision has experienced
moderate losses due to theft and/or vandalism. In addition, the software
utilized by the Commuter Channel has been designed to minimize the risk of
unauthorized access to the network.

COMPETITION

MetroVision believes the Commuter Channel is the only network of its type
currently installed in mass transit locations. MetroVision believes that its
existing installations are an important competitive factor in the marketing of
its network to prospective transit systems as well as in the sale of
advertising. MetroVision's business could be adversely affected by the broad
commercialization of competitive networks or new media which have the same
benefits to advertisers as the Commuter Channel.

MetroVision competes generally for advertising dollars with national, local
and cable television; radio; magazines and billboards, including billboards and
other similar forms of advertising located in transit systems. There are a
number of companies, including Gannett Transit, Ackerley Communications, Inc.
and Transportation Displays, Inc., that have established a significant position
in

55
<PAGE>
the transit advertising industries and target national, regional and local
advertisers. MetroVision's network also competes for advertising dollars with
other newer, highly-targeted alternative media advertising. MetroVision believes
that the principal competitive factors affecting its business are the ability of
its network to reach its target audience efficiently and the ability to
demonstrate to advertisers the cost effectiveness of MetroVision's service as
compared to other forms of advertising.

TRADEMARKS, PROPRIETARY INFORMATION AND PATENTS

MetroVision has registered its trademark, Commuter Channel, with the United
States Patent and Trademark Office covering the broadcast of video transmissions
in the mass transit industry. The term of this registration is 20 years
(expiring in 2010) and is renewable indefinitely if the mark is still in use at
the time of renewal. MetroVision's rights in the Commuter Channel mark are a
significant part of MetroVision's business. Accordingly, MetroVision intends to
maintain its mark and related registration. MetroVision does not hold any
patents.

EMPLOYEES

As of February 1, 1997, MetroVision employed 12 persons, including two in
executive positions, seven service and maintenance technicians, two
administrative support staff and one management position. None of MetroVision's
employees is covered by a collective bargaining agreement. MetroVision believes
that the relationship with its employees is satisfactory.

PROPERTIES AND FACILITIES

MetroVision's headquarters are located in leased space at 424 Madison
Avenue, New York, New York 10017. MetroVision rents the space on a month to
month basis at a rate of $1,250 monthly. MetroVision also leases space in San
Francisco, Boston, Newark and Woodbridge. MetroVision believes that suitable
alternative office space is readily available on substantially similar terms.

MetroVision believes that its facilities are adequate for its current
operations and for the foreseeable future.

LEGAL PROCEEDINGS

On October 23, 1996, Leeward Avary, an individual (the "Plaintiff"), filed
a complaint against MetroVision, MetroVision's subsidiary, Touchtel, Inc., and
one other defendant in the Superior Court of Cobb County, Georgia (Civil Action
No. 9617567-33), alleging a default by MetroVision and the other defendants
under a promissory note and related guarantees in the amount of $75,505.17,
which indebtedness is recorded on MetroVision's consolidated balance sheet at
September 30, 1996. The Plaintiff sought damages in the amount of the note plus
interest thereon at the rate of 1.5% above the prime rate and $3,775.00 in late
fees associated with the promissory note. On January 28, 1997, MetroVision and
the Plaintiff entered into an agreement pursuant to which MetroVision has agreed
to pay to the Plaintiff the sum of $61,325 in full satisfaction and discharge of
all the Plaintiff's claims, which payment shall be made in installments through
July 1, 1997. The Plaintiff has agreed to dismiss the lawsuit against
MetroVision; provided, however, that if MetroVision fails to make any payment
when due, the Plaintiff may confess judgment against MetroVision for the total
amount allegedly due less any payments theretofore made by MetroVision. Except
as stated above, MetroVision is not a party to any material legal proceedings.

DIRECTORS AND OFFICERS

The following sets forth information concerning MetroVision's officers and
directors. For biographical information concerning the directors, See "Proposal
4 -- Election of Alternative Slates of Board of Directors." See also "The Merger
Agreement -- Conduct of the Business of the Combined Companies Following the
Merger; Management Following the Merger" for information concerning the
executive management of the Surviving Corporation.

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<PAGE>

DIRECTOR
NAME AGE POSITION PRESENTLY HELD SINCE
- ------------------------- --- ------------------------------------- --------
Robert F. Hussey 47 President and Chairman of the Board 1991
Joseph A. Calabrese 43 Managing Director and Director 1986
Don Stephen Aron(1) 51 Director 1990
William H. Hessick III(1) 57 Director 1986
David M. Fancher 36 Chief Financial Officer and Secretary

- ------------------
(1) Member of the Audit, Compensation and Stock Option Plan Committees. See
"Election of Alternate Slates of Board of Directors."

David M. Fancher joined MetroVision in November 1994 as Principal Financial
Officer. On January 1, 1995, Mr. Fancher was named Secretary and Chief Financial
Officer. Prior to joining MetroVision, Mr. Fancher served as Controller for
McMillan Publishing, Professional Business Reference Division, between
1991-1994, and for Chemical Waste Management, a wholly owned subsidiary of Waste
Management, Inc. between 1988-1991. Mr. Fancher is a graduate of Monmouth
University with a B.S. Degree in Business Administration.

EXECUTIVE COMPENSATION

The following table sets forth all cash compensation paid by MetroVision,
as well as certain other compensation paid or accrued, for the fiscal years
ended December 31, 1995, 1994 and 1993 to MetroVision's President. No executive
officer of MetroVision other than MetroVision's President had total annual
salary and bonus exceeding $100,000 for the reported years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------- ------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS
- ------------------------------------- ---- ---------------------- ------------
<S> <C> <C> <C>
1995 -- 25,000
Robert F. Hussey 1994 $ 83,333 --
President and Chairman of the Board 1993 $100,000 --
</TABLE>

- ------------------
(1) The value of perquisites and other personal benefits, securities and other
property paid to or accrued for Mr. Hussey did not exceed the lesser of
$50,000 or 10% of Mr. Hussey's total reported annual salary and bonus, and
thus are not included in the table.

STOCK OPTIONS

The following table contains information concerning the grant of stock
options under MetroVision's 1991 Employee Stock Option Plan to MetroVision's
President during the last fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF SHARES OPTIONS GRANTED IN EXERCISE PRICE EXPIRATION
NAME UNDERLYING OPTIONS FISCAL YEAR PER SHARE DATE
- ---------------- ------------------ ------------------ -------------- ----------
<S> <C> <C> <C> <C>
Robert F. Hussey 25,000 25% $.20 2001
</TABLE>

The following table summarizes for MetroVision's President the total number
of unexercised options, if any, held at December 31, 1995 and the aggregate
dollar value of in-the-money, unexercised options held at December 31, 1995. The
value of an unexercised, in-the-money option at fiscal year-end is the
difference between its exercise or base price and the fair market value of the
underlying

57
<PAGE>
stock on December 31, 1995, which was $.1563 per share. These values have not
been and may never be realized. The underlying options have not been, and may
not be exercised; and actual gains, if any, on exercise will depend on the value
of shares of Common Stock on the date of exercise. There can be no assurance
that these values will be realized.

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Robert F. Hussey N/A N/A 224,286/25,000 0/0
</TABLE>

EMPLOYMENT AGREEMENTS

MetroVision's employment agreement with Robert F. Hussey expired effective
June 1, 1994. No other individual is a party to an employment agreement with
MetroVision.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 10, 1996, each of Robert Hussey and Don Aron loaned MetroVision
$12,500 at 10% interest per annum with principal and accrued interest due no
later than November 1, 1996. In connection with this loan, MetroVision issued to
each such person warrants to purchase 34,500 shares of Common Stock at an
exercise price of $.15 per share. MetroVision currently is in default of such
loans, although no action has been taken to date to collect the unpaid sums. In
September 1996, each of Robert Hussey and Don Aron loaned an additional $20,000,
and William Hessick loaned $5,000, to MetroVision at 10% interest per annum with
principal and interest due no later than December 1, 1996. In connection with
this loan, MetroVision issued to each of Messrs. Hussey and Aron warrants to
purchase 55,200 shares of Common Stock, and issued to Mr. Hessick warrants to
purchase 13,800 shares of Common Stock, at an exercise price of $.20 per share.
MetroVision currently is in default of such loans; however, no action has been
taken to date to collect the unpaid sums.

58
<PAGE>
BENEFICIAL OWNERSHIP OF
METROVISION COMMON STOCK

The following table sets forth information at February 19, 1997, based on
information obtained from the persons named below or from reports filed on
Schedules 13G or 13D, with respect to the beneficial ownership of shares of
Common Stock by (i) each person known by MetroVision to be the owner of more
than 5% of the outstanding shares of Common Stock, (ii) each director, (iii)
each nominee for election as director and (iv) all officers and directors as a
group. Except as otherwise indicated below, each of the entities or person named
in the table has sole voting and investment powers with respect to all shares of
Common Stock beneficially owned by it or him as set forth opposite its or his
name.

<TABLE>
<CAPTION>
AMOUNT AND OWNED AFTER PERCENTAGE
NATURE OF PERCENTAGE OF MERGER OF SHARES
BENEFICIAL OUTSTANDING NUMBER OF OWNED AFTER
NAME OF BENEFICIAL OWNER OWNERSHIP(1) SHARES OWNED SHARES(2) MERGER(2)
- --------------------------------------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Robert F. Hussey(3).................... 782,070(4) 10.3% 170,015 2.9%
Joseph A. Calabrese(3)................. 144,922(5) 2.0% 31,505 *
Thomas M. Clarke....................... 300,000(6) 4.1% 4,550,000(6)(7) 78.1%
Lawrence B. Cummings................... -- * 4,250,000(7) 73.0%
Don Stephen Aron(3).................... 184,927(8) 2.5% 40,202 *
William H. Hessick III(3).............. 59,990(9) * % 13,041 *
Peter Doelger.......................... -- * -- *
Courtlandt G. Miller................... -- * -- *
William G. Walters..................... 1,939,490 26.3% 421,628 7.5%
c/o Whale Securities
650 Fifth Avenue
New York, NY 10019
All officers and directors as a group
(5 persons).......................... 1,185,909(10) 15.0% 257,806 4.5%
</TABLE>

- ------------------
* Less than 1%.
(1) Unless otherwise noted, MetroVision believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.

(2) Gives effect to Reverse Stock Split, which is a condition precedent to the
consummation of the Merger. See "Proposal 1 -- Amendment to Restated
Certificate of Incorporation to Effect 1 for 4.6 Reverse Stock Split."

(3) The address of this individual is c/o MetroVision of North America, Inc.,
424 Madison Avenue, New York, NY 10017.

(4) Includes 19,926 shares issuable upon conversion of shares of 5% Preferred
Stock, 109,700 shares issuable upon the exercise of immediately exercisable
warrants and 232,619 shares issuable upon the exercise of immediately
exercisable stock options.

(5) Includes 5,016 shares issuable upon conversion of shares of 5% Preferred
Stock and 90,047 shares issuable upon the exercise of immediately
exercisable stock options.

(6) Includes 3,800 shares owned by Mr. Clarke's wife, 104,000 shares owned by
Greylock Health Corporation, of which Mr. Clarke is a controlling
stockholder, and 33,000 shares owned by York Hannover, as to all of which
shares Mr. Clarke disclaims beneficial ownership.

(7) Represents 4,000,000 shares to be issued to Stockbridge in the Merger of
which the named individual is a principal stockholder and director and
immediately exercisable warrants to purchase 250,000 shares to be granted
to the named individual.

(8) Includes 35,003 shares issuable upon conversion of shares of 5% Preferred
Stock, 25,500 shares issuable upon the exercise of immediately exercisable
stock options and 99,700 shares issuable upon exercise of immediately
exercisable warrants.

59
<PAGE>
(9) Includes 1,658 shares issuable upon conversion of shares of 5% Preferred
Stock and 24,500 shares issuable upon the exercise of immediately
exercisable stock options and 13,800 shares issuable upon exercise of
immediately exercisable warrants.

(10) See footnotes (4), (5), (8) and (9) above. Also includes 14,000 shares
owned by an officer of MetroVision.

INFORMATION CONCERNING YORK HANNOVER

The information set forth below has been provided by York Hannover and has
been included herein by MetroVision upon receipt by MetroVision of York
Hannover's representation and warranty as to its accuracy.

BUSINESS

York Hannover Pharmaceuticals, Inc. ("York Hannover") was incorporated
under the laws of the State of Florida on June 20, 1990. On July 24, 1990, York
Hannover's shares were transferred to York Hannover Leisure Properties, Inc.
("YHLPI"), a Florida corporation and a wholly owned subsidiary of Progressive
Investments International, Inc. ("Progressive"). On December 17, 1993,
Stockbridge Investment Partners, Inc. ("SIP"), a Florida corporation, purchased
the stock of Progressive and concurrent with the acquisition, merged with
Progressive and renamed it Stockbridge Investment Partners, Inc.
("Stockbridge"). It has the corporate power and authority and is in possession
of all approvals necessary to own, lease and operate the properties it purports
to own. Prior to August 1, 1995, York Hannover provided institutional pharmacy
service, infusion therapy, urological, enteral and general medical supplies to
licensed nursing facilities, hospitals, correction facilities and retirement
facilities throughout the State of Florida. On August 1, 1995, York Hannover
formed a partnership with United Professional Companies, Inc. ("UPC"), a
Delaware corporation, named York Hannover Partnership ("Partnership") which now
provides the above-mentioned services.

RELATION OF YORK HANNOVER AND STOCKBRIDGE

York Hannover is a wholly owned subsidiary of Stockbridge. Stockbridge
purchased York Hannover from Progressive Investments International, Inc. on
December 17, 1993. From that time until August 1, 1995, York Hannover provided
institutional pharmacy services, infusion therapy, urological, enteral and
general medical supplies to licensed nursing facilities, hospitals, correction
facilities, and retirement facilities throughout the State of Florida. Effective
August 1, 1995, York Hannover formed a partnership ("York Hannover
Partnership"), with United Professional Companies, Inc. ("UPC") whereby York
Hannover and UPC each contributed property and equipment, inventory and existing
contracts with nursing facilities to provide services and products. Presently,
the York Hannover Partnership is 60% owned by UPC and 40% owned by York
Hannover, and is accounted for by York Hannover using the equity method of
accounting.

York Hannover's sole asset at the time of the Merger will be its investment
in the York Hannover Partnership. Additionally, York Hannover provides certain
billing services to York Hannover Partnership for a percentage of amounts
billed.

RELATIONSHIP OF YORK HANNOVER AND UNITED HEALTH, INC.

United Health, Inc., one of the largest owners of nursing homes in the
United States, indirectly owns UPC. As mentioned above, UPC and York Hannover
own York Hannover Partnership on a 60/40 relationship, respectively. The
partnership agreement requires that neither partner can conduct pharmacy related
business in the State of Florida outside of York Hannover Partnership. See
"Summary of York Hannover Partnership Partnership Agreement."

60
<PAGE>
PHARMACY SERVICES

York Hannover Partnership purchases, repackages and dispenses prescription
and non-prescription medication in accordance with physician orders and delivers
such prescriptions at least daily to the nursing facility for administration to
individual patients by the facility's nursing staff. York Hannover Partnership
currently services 55 nursing homes from its centralized pharmacy located in
Brooksville, Florida. York Hannover Partnership maintains a 24-hour, on-call
pharmacist service 365 days per year for emergency dispensing and delivery or
for consultation with the facility's staff or attending physician.

Upon receipt of a prescription, the relevant patient information is entered
into York Hannover Partnership's computerized dispensing and billing systems. At
that time, the dispensing system will check the prescription for any potentially
adverse drug interactions or patient sensitivity. When required and/or
specifically requested by the physician or patient, branded drugs are dispensed;
generic drugs are substituted in accordance with applicable state and federal
laws and as requested by the physician or patient.

York Hannover Partnership utilizes a "unit dose" distribution system. Most
of its prescriptions are filled utilizing specialized unit-of-use packaging and
delivery systems. Maintenance medications are typically provided in 30-day
supplies utilizing either a box unit dose system or unit dose punch card system.
The unit dose system, preferred over the bulk delivery systems employed by
retail pharmacies, improves control over drugs in the nursing facility and
improves patient compliance with drug therapy by increasing the accuracy and
timeliness of drug administration.

Integral to York Hannover Partnership's drug distribution system is its
computerized medical records and documentation system. York Hannover Partnership
provides to the facility computerized medication administration records and
physician's order sheets and treatment records for each patient. Data extracted
from these computerized records are also formulated into monthly management
reports on patient care and quality assurance. The computerized documentation
system in combination with the unit dose drug delivery system results in greater
efficiency in nursing time, improved control, reduced drug waste in the facility
and lower error rates in both dispensing and administration. These benefits
improve drug efficacy and result in fewer drug-related hospitalizations.

CONSULTANT PHARMACIST SERVICES

Federal and state regulations mandate that nursing facilities, in addition
to providing a source of pharmaceuticals, retain consultant pharmacist services
to monitor and report on prescription drug therapy in order to maintain and
improve the quality of patient care. The Omnibus Budget Reconciliation Act
("OBRA") implemented in 1990 seeks to further upgrade and standardize care by
setting forth more stringent standards relating to planning, monitoring and
reporting on the progress of prescription drug therapy as well as facility-wide
drug usage.

York Hannover Partnership provides consultant pharmacist services which
help clients comply with such federal and state regulations applicable to
nursing homes. The services offered by York Hannover Partnership's consultant
pharmacists include: (i) comprehensive, monthly drug regimen reviews for each
patient in the facility to assess the appropriateness and efficacy of drug
therapies, including a review of the patient's medical records, monitoring drug
reactions to other drugs or food, monitoring lab results and recommending
alternate therapies or discontinuing unnecessary drugs; (ii) participation on
the Pharmacy and Therapeutics, Quality Assurance and other committees of client
nursing facilities as well as periodic involvement in staff meetings; (iii)
monthly inspection of medication carts and storage rooms; (iv) monitoring and
monthly reporting on facility-wide drug usage and drug administration systems
and practices; (v) development and maintenance of pharmaceutical policy and
procedures manuals; and (vi) assistance to the nursing facility in complying
with state and federal regulations as they pertain to patient care.

61
<PAGE>
ANCILLARY SERVICES

York Hannover Partnership provides the following ancillary products and
services to nursing facilities:

Infusion Therapy Products and Services. York Hannover Partnership provides
infusion therapy support services for residents in its client nursing
facilities. Infusion therapy consists of the product (a nutrient, antibiotic,
chemotherapy or other drugs in solution) and the intravenous administration of
the product. York Hannover Partnership prepares the product to be administered
using proper equipment in a sterile environment and then delivers the product to
the nursing home for administration by the nursing staff. Proper administration
of intravenous ("IV") drug therapy requires a highly trained nursing staff. York
Hannover Partnership's consultant pharmacists and nurse consultants operate an
education and certification program on IV therapy to assure proper staff
training and compliance with regulatory requirements in client facilities
offering an IV program.

By providing an infusion therapy program, York Hannover Partnership enables
its client nursing facilities to admit and retain patients who otherwise would
need to be cared for in an acute-care facility. York Hannover Partnership
believes that by providing these high acuity pharmacy services it has a
competitive advantage over other pharmacy providers. The most common infusion
therapies York Hannover Partnership provides are total prenatal nutrition,
antibiotic therapy, chemotherapy, pain management and hydration.

Wholesale Medical Supplies/Medicare Part B Billing. York Hannover
Partnership distributes disposable medical supplies, including urological,
ostomy, nutritional support and wound care products and other disposables needed
in the nursing home environment. In addition, York Hannover Partnership provides
direct Medicare billing services for certain of these product lines for patients
eligible under the Medicare Part B program. As part of this service, York
Hannover Partnership determines patient eligibility, obtains certifications,
orders products and maintains inventory on behalf of the nursing facility. York
Hannover Partnership also contracts to act as billing agent for certain nursing
homes that supply these products directly to the patient.

Other Services. York Hannover Partnership's majority partner, UPC, also
provides respiratory therapy products and durable medical equipment for its
clients in certain of its market areas. York Hannover Partnership continues to
review the expansion of these as well as other products and services that may
further enhance the ability of its client nursing facilities to care for their
residents in a cost-effective manner.

PRODUCT AND MARKET DEVELOPMENT

York Hannover Partnership's pharmacy business engages in a continuing
program for the development of new services and the marketing thereof. New
service and new market development are important factors for the growth of this
business. Any new service or marketing effort, including those in the
developmental stage, could require the investment of a material portion of York
Hannover Partnership's assets.

MATERIALS/SUPPLY

York Hannover Partnership purchases pharmaceuticals through a wholesale
distributor with whom it has a prime vendor contract and under contracts
negotiated directly with pharmaceutical manufacturers. York Hannover Partnership
also is a member of industry buying groups which contract with manufacturers for
discounted prices based on volume which are passed through to York Hannover
Partnership by its wholesale distributor. York Hannover Partnership has numerous
sources of supply available to it and has not experienced any difficulty in
obtaining pharmaceuticals or other products and supplies used in the conduct of
its business.

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<PAGE>
PATENTS, TRADEMARKS AND LICENSES

York Hannover Partnership's business operations are not dependent upon any
material patents, trademarks or licenses.

INVENTORIES

York Hannover Partnership's centralized pharmacy maintains adequate on-site
inventories of pharmaceuticals and supplies to ensure prompt delivery service to
its customers. Inventories on hand are not considered to be high by industry
standards. York Hannover Partnership's primary wholesale distributor also
maintains a local warehouse.

COMPETITION

By its nature, the long-term care pharmacy business is highly regionalized
and, within a given geographic region of operations, highly competitive. In the
geographic region it serves, York Hannover Partnership competes with numerous
local retail pharmacies, local and regional institutional pharmacies and
pharmacies owned by long-term care facilities. York Hannover Partnership
competes in this market on the basis of quality, cost-effectiveness and the
increasingly comprehensive and specialized nature of its services along with the
clinical expertise, pharmaceutical technology and professional support it
offers.

GOVERNMENT REGULATION

Institutional pharmacies, as well as the long-term care facilities they
serve, are subject to extensive Federal, state and local regulation. These
regulations cover required qualifications, day-to-day operations, reimbursement
and the documentation of activities. York Hannover Partnership continuously
monitors the effects of regulatory activity on its operations.

Licensure, Certification and Regulation. States generally require that
companies operating a pharmacy within the state be licensed by the state board
of pharmacy. York Hannover Partnership currently has a pharmacy license in the
State of Florida in which it operates a pharmacy. In addition, York Hannover
Partnership's pharmacy is registered with the appropriate state and Federal
authorities pursuant to statutes governing the regulation of controlled
substances.

Client nursing facilities are also separately required to be licensed in
the states in which they operate and, if serving Medicare or Medicaid patients,
must be certified to be in compliance with applicable program participation
requirements. Client nursing facilities are also subject to the nursing home
reforms of the Omnibus Budget Reconciliation Act of 1987, which imposed strict
compliance standards relating to quality of care for nursing home operations,
including vastly increased documentation and reporting requirements. In
addition, pharmacists, nurses and other health care professionals who provide
services on York Hannover Partnership's behalf are in most cases required to
obtain and maintain professional licenses and are subject to state regulation
regarding professional standards of conduct.

Federal and State Laws Affecting the Repacking, Labeling, and Interstate
Shipping of Drugs. Federal and state laws impose certain repackaging, labeling,
and package insert requirements on pharmacies that repackage drugs for
distribution beyond the regular practice of dispensing or selling drugs directly
to patients at retail. A drug repackager must register with the Food and Drug
Administration. York Hannover Partnership holds all required registrations and
licenses, and its pre-packaging operations are in compliance with applicable
state and Federal requirements.

Medicare and Medicaid. The nursing home pharmacy business has long
operated under regulatory and cost containment pressures from state and Federal
legislation primarily affecting Medicaid and, to a lesser extent, Medicare.

As is the case for nursing home services generally, York Hannover
Partnership receives reimbursement from the Medicaid and Medicare programs,
directly from individual residents (private

63
<PAGE>
pay), and from other payors such as third-party insurers. York Hannover
Partnership believes that its reimbursement mix is in line with nursing home
expenditures nationally. For the year ended December 31, 1995, York Hannover
Partnership's payor mix was approximately as follows: 39% private pay and
nursing homes, 32% Medicaid, 26% Medicare and 3% insurance and other private
sources.

For those patients who are not covered by government-sponsored programs or
private insurance, York Hannover Partnership generally directly bills the
patient or the patient's responsible party on a monthly basis. York Hannover
Partnership may alternatively bill private patients through the nursing
facility. Pricing for private pay patients is based on prevailing regional
market rates or "usual and customary" charges.

The Medicaid program is a cooperative Federal-state program designed to
enable states to provide medical assistance to aged, blind, or disabled
individuals, or members of families with dependent children whose income and
resources are insufficient to meet the costs of necessary medical services.
State participation in the Medicaid program is voluntary. To become eligible to
receive Federal funds, a state must submit a Medicaid "state plan" to the
Secretary of the Department of Health and Human Services ("HHS") for approval.
The Federal Medicaid statute specifies a variety of requirements which the state
plan must meet, including requirements relating to eligibility, coverage of
services, payment and administration.

Federal law and regulations contain a variety of requirements relating to
the furnishing of prescription drugs under Medicaid. First, states are given
broad authority, subject to certain standards, to limit or specify conditions to
the coverage of particular drugs. Second, Federal Medicaid law establishes
standards affecting pharmacy practice. These standards include general
requirements relating to patient counseling and drug utilization review and more
specific requirements for nursing facilities relating to drug regimen reviews
for Medicaid patients in such facilities. Recent regulations clarify that, under
Federal law, a pharmacy is not required to meet the general standards for drugs
dispensed to nursing facility residents if the nursing facility complies with
the drug regimen review requirements. However, the regulations indicate that
states may nevertheless require pharmacies to comply with the general standards,
regardless of whether the nursing facility satisfies the drug regimen review
requirement. Florida, the state in which the York Hannover Partnership operates
currently, requires its pharmacies to comply therewith.

Third, Federal regulations impose certain requirements relating to
reimbursement for prescription drugs furnished to Medicaid patients. In addition
to requirements imposed by Federal law, states have substantial discretion to
determine administrative, coverage, eligibility and payment policies under their
state Medicaid programs which may affect the Partnership's operations. For
example, some states have enacted "freedom of choice" requirements which may
prohibit a nursing facility from requiring its residents to purchase pharmacy or
other ancillary medical services or supplies from particular providers that deal
with the nursing home. Such limitations may increase the competition which York
Hannover Partnership faces in providing services to nursing facility patients.

The Medicare program is a Federally funded and administered health
insurance program for individuals age 65 and over or who are disabled. The
Medicare program consists of two parts: Part A, which covers, among other
things, inpatient hospital, skilled nursing facility, home health care and
certain other types of health care services; and Medicare Part B, which covers
physicians' services, outpatient services, and certain items and services
provided by medical suppliers. Medicare Part B also covers a limited number of
specifically designated prescription drugs. The Medicare program establishes
certain requirements for participation of providers and suppliers in the
Medicare program. Pharmacies are not subject to such certification requirements.
Skilled nursing facilities and suppliers of medical equipment and supplies,
however, are subject to specified standards. Failure to comply with these
requirements and standards may adversely affect an entity's ability to
participate in the Medicare program and receive reimbursement for services
provided to Medicare beneficiaries.

The Medicare and Medicaid programs are subject to statutory and regulatory
changes, retroactive and prospective rate adjustments, administrative rulings,
freezes and funding reductions, all of which may adversely affect York Hannover
Partnership's business. There can be no assurance that payments

64
<PAGE>
for pharmaceutical supplies and services under governmental reimbursement
programs will continue to be based on the current methodology or remain
comparable to present levels. In this regard, York Hannover Partnership may be
subject to rate reductions as a result of federal budgetary legislation related
to the Medicare and Medicaid programs. In addition, various state Medicaid
programs periodically experience budgetary shortfalls which may result in
Medicaid payment delays to York Hannover Partnership. To date, York Hannover
Partnership has not experienced any material adverse effect due to any such
budgetary shortfall. In addition, the failure, even if inadvertent, of York
Hannover Partnership and/or its client institutions to comply with applicable
reimbursement regulations could adversely affect York Hannover Partnership's
business. Additionally, changes in such reimbursement programs or in regulations
related thereto, such as reductions in the allowable reimbursement levels,
modifications in the timing or processing of payments and other changes intended
to limit or decrease the growth of Medicaid and Medicare expenditures, could
adversely affect York Hannover Partnership's business.

Referral Restrictions. The Company is subject to Federal and state laws
which govern financial and other arrangements between health care providers.
These laws include the Federal anti-kickback statute, which was originally
enacted in 1977 and amended in 1987, and which prohibits, among other things,
knowingly and willfully soliciting, receiving, offering or paying any
remuneration directly or indirectly in return for or to induce the referral of
an individual to a person for the furnishing of any item or service for which
payment may be made in whole or in part under Medicare or Medicaid. Many states
have enacted similar statutes which are not necessarily limited to items and
services for which payment is made by Medicare or Medicaid. Violations of these
laws may result in fines, imprisonment, and exclusion from the Medicare and
Medicaid programs or other state-funded programs. Federal and state court
decisions interpreting these statutes are limited, but have generally construed
the statutes to apply if "one purpose" of remuneration is to induce referrals or
other conduct within the statute.

Federal regulations establish "safe harbors," which give immunity from
criminal or civil penalties to parties in good faith compliance. While the
failure to satisfy all criteria for a safe harbor does not mean that an
arrangement violates the statute, it may subject the arrangement to review by
the HHS Office of Inspector General ("OIG"), which is charged with administering
the Federal anti-kickback statute. There are no procedures for obtaining binding
interpretations or advisory opinions from the OIG on the application of the
Federal anti-kickback statute to an arrangement or its qualification for a safe
harbor upon which York Hannover Partnership can rely.

The OIG issues "Fraud Alerts" identifying certain questionable arrangements
and practices which it believes may implicate the Federal anti-kickback statute.
The OIG has issued a Fraud Alert providing its views on certain joint venture
and contractual arrangements between health care providers. The OIG also issued
a Fraud Alert concerning prescription drug marketing practices that could
potentially violate the Federal statute. Pharmaceutical marketing activities may
implicate the Federal anti-kickback statute because drugs are often reimbursed
under the Medicaid program. According to the Fraud Alert, examples of practices
that may implicate the statute include certain arrangements under which
remuneration is made to pharmacists to recommend the use of a particular
pharmaceutical product.

In addition, a number of states have recently undertaken enforcement
actions against pharmaceutical manufacturers involving pharmaceutical marketing
programs, including programs containing incentives to pharmacists to dispense
one particular product rather than another. These enforcement actions arose
under state consumer protection laws which generally prohibit false advertising,
deceptive trade practices, and the like. York Hannover Partnership believes its
contract arrangements with other health care providers, its pharmaceutical
suppliers and its pharmacy practices are in compliance with these laws. There
can be no assurance that such laws will not, however, be interpreted in the
future in a manner inconsistent with York Hannover Partnership's interpretation
and application.

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Health Care Reform and Federal Budget Legislation. The Clinton
administration and members of Congress have proposed plans to reform the health
care system. Currently, Congress is considering such reforms in the context of
Federal budget reconciliation legislation. This legislation could result in
significant reductions in payments to providers under the Medicare program and a
complete restructuring and reduced payments to providers under the Medicaid
program. With respect to Medicare, proposals include establishment of a
prospective payment system for Skilled Nursing Facilities ("SNFs"); limits on
payments to Medicare SNFs for certain non-routine services, including, among
others, prescription drugs, diagnostic services, and physical therapy and other
rehabilitative services; requiring consolidated billing by a SNF for all Part A
and B claims for SNF residents; and other limits on reimbursement of costs for
Medicare SNF services. If enacted, there can be no assurance that such proposals
could not have a material adverse effect on the business of York Hannover
Partnership. While budget negotiations are continuing, the future of any reform
proposals in Congress is unknown.

In addition, a number of states have enacted and are considering various
health care reforms, including reforms through Medicaid demonstration projects.
Federal law allows HHS to authorize waivers of Federal Medicaid program
requirements, including requirements relating to coverage, free choice of
providers and payment for health care services, in connection with state
demonstration projects that promote Medicaid program objectives. HHS published
procedures and public notice requirements designed to open the waiver approval
process to public comment and to expedite processing. Legal actions have been
initiated challenging the waiver process and the authority of HHS to approve
waivers for broad-based Medicaid managed care programs. The Federal budget
legislation restructuring the Medicaid program would effectively eliminate
Medicaid managed care demonstration projects.

Several state Medicaid programs have established mandatory statewide
managed care programs for Medicaid beneficiaries to control costs through
negotiated or capitated rates, as opposed to traditional cost-based
reimbursement for Medicaid services, and propose to use savings achieved through
these programs to expand coverage to those not previously eligible for Medicaid.
HHS has approved waivers for statewide managed care demonstration projects in
several states, and are pending for several other states. These demonstration
projects generally exempt institutionalized care, including nursing facility
services, from the programs. York Hannover Partnership is unable to predict what
impact, if any, future projects might have on its operations. Because there are
currently various reform proposals under consideration at the Federal and state
levels, it is uncertain at this time what health care reform initiatives, if
any, will be implemented, or whether there will be other changes in the
administration of governmental health care programs or interpretations of
governmental policies or other changes affecting the health care system. There
can be no assurance that future health care or budget legislation or other
changes will not have an adverse effect on the business of York Hannover
Partnership.

ENVIRONMENTAL MATTERS

In operating its facility, York Hannover Partnership makes every effort to
comply with pollution control laws. No major difficulties have been encountered
in effecting compliance. No material capital expenditures for environmental
control facilities are expected. While York Hannover Partnership cannot predict
the effect which any future legislation, regulations, or interpretations may
have upon its operations, it does not anticipate any changes that would have a
material adverse impact on its operations.

EMPLOYEES

As of December 31, 1996, York Hannover Partnership employed 56 persons,
including one in an executive position, 20 pharmacists and pharmacy technicians,
three administrators and 32 other supporting services. None of such individuals
are covered by a collective bargaining agreement. York Hannover Partnership
believes that the relationship with its employees is satisfactory.

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PROPERTIES AND FACILITIES

York Hannover Partnership owns an 18,000 square foot building in
Brooksville, Florida which is used as both Partnership headquarters and as a
central dispensing facility. York Hannover Partnership purchased the building in
September, 1995 and following extensive renovations, occupied the space in
January, 1996.

LEGAL PROCEEDINGS

There are no material pending lawsuits against either York Hannover or York
Hannover Partnership.

DIRECTORS AND OFFICERS

Information with respect to York Hannover's directors and officers (other
than for Messrs. Cummings and Clarke, whose biographies are included herein
under "Proposal 4 -- Election of Alternate Slates of Board of Directors") is set
forth below.

NAME AGE POSITION PRESENTLY HELD
- -------------------------------- --- -----------------------------------

Lawrence B. Cummings............ 41 Chief Executive Officer and Director
Thomas M. Clarke................ 41 President and Director
Linda M. Clarke................. 44 Treasurer, Secretary and Director
Amory Cummings.................. 43 Director

LINDA M. CLARKE: Mrs. Clarke has been Treasurer of Stockbridge since 1991.
Mrs. Clarke has over seven years experience in the health care industry. In
addition to her position with Stockbridge, Mrs. Clarke was previously employed
by the Houlton Regional Hospital Development Office and participated in various
fundraising activities. Mrs. Clarke attended the University of Maine and was
previously employed by the Maine School Administrative District #29 for 5 years.
She continues to be Treasurer of Stockbridge Investment Partners, Inc. as well
as Treasurer of publicly held Healthcare Investors of America, Inc. and several
other privately held health care companies.

AMORY CUMMINGS: Mr. Cummings is an attorney and has served as a director
of York Hannover since 1994. He is Of Counsel to the Chicago law firm of
Freeborn & Peters, of which he was a partner since 1991. Freeborn & Peters from
time to time provides legal services to York Hannover and its affiliates. Mr.
Cummings received his undergraduate degree from Yale University and is a
graduate of the University of Michigan Law School.

EXECUTIVE COMPENSATION

York Hannover currently has no employees. Day to day operations of York
Hannover are managed by Lenox Healthcare, Inc. for a management fee. Lenox
Healthcare, Inc. is a Massachusetts corporation owned by Mr. Thomas Clarke and
Linda M. Clarke, Mr. Clarke's spouse. For the fiscal year ended December 31,
1995, York Hannover paid a total of $488,500 to Lenox Healthcare, Inc. for
management fees. For the nine months ended September 30, 1996, a total of
$231,000 had been paid to Lenox Healthcare, Inc. for such fees. The management
agreement between York Hannover and Lenox Healthcare, Inc. will be terminated
upon consummation of the Merger.

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

GENERAL

The following discussion and analysis should be read in conjunction with
the historical and pro forma consolidated financial statements and notes thereto
appearing elsewhere herein. Since inception, MetroVision has generated limited
revenues, has incurred significant losses, and anticipates that losses will
continue until MetroVision generates sufficient advertising and system sale
revenues to offset its operating costs.

MetroVision's major installations are in the PATH system in New York and
New Jersey, the SEPTA system in Philadelphia, the BART system in the San
Francisco Bay Area in California and the MBTA system in Boston. MetroVision has
derived substantially all of its revenues from sales of advertising and
information provider spots on the Commuter Channel in the PATH, SEPTA, BART and
MBTA systems, and the sale of systems on a "turn-key" basis to transit
authorities seeking to comply with the ADA. MetroVision and the Chicago Transit
Authority ("CTA") mutually terminated MetroVision's Commuter Channel operations
in the CTA effective March 31, 1996. For the year ended December 31, 1995,
MetroVision derived approximately $122,000 of its revenue from the CTA
installation.

RESULTS OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 1995 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1994

Gross Revenues. MetroVision derives its revenues from the sale or barter
of advertising and information provider spots on the Commuter Channel, and the
sale of complete systems to transit authorities. Gross revenues for the year
ended December 31, 1995 were $1,701,981, an increase of 52.9% from gross
revenues of $1,112,945 for the year ended December 31, 1994. The increase in
gross revenues was primarily the result of increased sales of installed video
systems to various transit authorities. System sales revenue included in gross
revenues was $700,184 and $131,031 for the years ended December 31, 1995 and
1994, respectively.

Agency Commissions. Agency commissions consist of the fees charged by
advertising agencies against the value of the advertising contracts billed to
their clients by MetroVision. These commissions generally are 15% of gross
revenues from advertisers represented by agencies. The total number of
MetroVision's advertisers which are represented by agencies varies each month.
Agency commissions for the year ended December 31, 1995 were $77,093, a decrease
of 7.5% from agency commissions of $83,371 for the year ended December 31, 1994.
The decrease in agency commissions was the result of an increased percentage of
advertising contracts being negotiated directly with advertisers who do not use
advertising agencies.

Net Revenue. Net revenues are equal to gross revenues after deducting
advertising agency commissions. Net revenues for the year ended December 31,
1995 were $1,624,888, an increase of 57.8% from net revenues of $1,029,574 for
the year ended December 31, 1994. The increase in net revenues resulted from
higher sales of installed video systems in 1995 compared to 1994.

Cost of Sales. Cost of sales consists primarily of costs of installed
systems, commissions to installed transit systems, maintenance costs, and
software licensing fees. Commissions to installed transit systems are based on a
percentage of revenues. Maintenance costs and software licensing fees are
directly related to increases in the number of installed television monitors and
computers. Cost of sales for the year ended December 31, 1995 were $721,625, an
increase of $240,885 or 50% from the year ended December 31, 1994. System sales
costs included in cost of sales was $131,247 and $80,360 for the years ended
December 31, 1995 and 1994, respectively. This increase was at a rate less than
gross revenues due to a higher margin realized from system sales, rather than
system leasing, and a decrease in maintenance costs.

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Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended December 31, 1995 were $988,021, a
decrease of $821,913 from $1,809,934 for the year ended December 31, 1994. This
decrease resulted primarily from decreases in salaries and wages, sales
commissions, rents and professional fees associated with cost cutting efforts to
preserve existing cash resources.

Depreciation and Amortization. Depreciation and amortization expense for
the year ended December 31, 1995 was $442,774, a decrease of 5.2% from $466,817
for the year ended December 31, 1994. The decrease in depreciation and
amortization expenses was primarily the result of equipment becoming fully
depreciated.

Write Down of Contract Rights and Installation Assets. MetroVision
recorded a charge of $250,000 to reduce the carrying value of certain purchased
contract rights and equipment purchased for airport installations to their net
realizable value. The ultimate realization of these assets is contingent upon
MetroVision obtaining funds to complete the project which was halted, or
obtaining a buyer for the contract rights and related equipment.

Interest Income. For the year ended December 31, 1995, interest totaled
$5,901 as compared to $46,812 for the year ended December 31, 1994. The decrease
is the result of a smaller cash balance earning interest throughout most of
1995.

FISCAL YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Gross Revenues. Gross revenues for the year ended December 31, 1994 were
$1,112,945, a decrease of 5.9% from gross revenues of $1,182,615 for the year
ended December 31, 1993. The decrease in gross revenues is primarily the result
of decreased sales of installed video systems to various transit authorities.
System sales revenue included in gross revenues was $131,031 and $256,790 for
the years ended December 31, 1994 and 1993, respectively.

Agency Commissions. Agency commissions for the year ended December 31,
1994 were $83,371, an increase of 15.4% from agency commissions of $72,245 for
the year ended December 31, 1993. The increase in agency commissions is the
result of an increased percentage of advertising contracts being negotiated with
advertisers who use advertising agencies.

Net Revenues. Net revenues for the year ended December 31, 1994 were
$1,029,574, a decrease of 7.3% from net revenues of $1,110,370 for the year
ended December 31, 1993. The decrease in net revenues resulted from lower sales
of installed video systems in 1994 compared to 1993.

Cost of Sales. Cost of sales for the year ended December 31, 1994 was
$480,740, a decrease of $77,374 or 13.9% from the year ended December 31, 1993.
This decrease is at a rate less than the increase in gross revenues due to a
higher margin realized from system sales.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the year ended December 31, 1994 were $1,809,934, an
increase of 9.1% or $116,568 from $1,693,366 for the year ended December 31,
1993. This decrease resulted primarily from decreases in salaries and wages, and
sales commissions.

Depreciation and Amortization. Depreciation and amortization expense for
the year ended December 31, 1994 was $466,817 a decrease of 3% from $479,844 for
the year ended December 31, 1993. The decrease in depreciation and amortization
expense was primarily the result of equipment being fully depreciated.

Write Down of Contract Rights and Installation Assets. MetroVision
recorded a charge in 1994 of $400,000 to reduce the carrying value of certain
purchase contract rights and equipment purchased for airport installations to
their net realizable value. The ultimate realization of these assets is
contingent upon MetroVision obtaining funds to complete the project, which was
halted, or obtaining a buyer for the contract rights and related equipment.

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Interest Income. For the year ended December 31, 1994, interest totaled
$46,812 as compared to $15,313 for the year ended December 31, 1993. The
increase was the result of a larger cash balance earning interest throughout
most of 1994.

NINE MONTHS AND THE QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS AND
THE QUARTER ENDED SEPTEMBER 30, 1995

Gross Revenues. For the nine months ended September 30, 1996, gross
revenues decreased $416,791 or 37.2% to $703,194 compared to $1,119,985 for the
same period in 1995. For the three months ended September 30, 1996, gross
revenues decreased by $69,520 or 28.7% to $169,622, compared to $242,111 for the
three month period ended September 30, 1995. The decrease in the first nine
months is attributable to a decrease in system sales of $187,972 and advertising
and news service revenues of $228,819. The decrease in ad revenues reflects
MetroVision's increased emphasis on system sales. System sales for the nine
months ended September 30, 1996 were adversely affected by harsh weather
conditions which delayed the installation of the New Jersey Transit project
during the first three months of 1996 and the lack of additional system
installation contracts. System sales involves the sale of complete, installed
video system to the transit market.

Agency Commissions. Agency commissions consist of the fees charged by
advertising agencies against the value of the advertising contracts billed to
their clients by MetroVision. These commissions generally are 15% of gross
revenues from advertisers represented by agencies. For the nine months ended
September 30, 1996, agency commissions totaled $19,037, a decrease of $38,147 or
66.7% from agency commissions for the nine months ended September 30, 1995. For
the three months ended September 30, 1996, agency commissions totaled $6,163, or
$13,522 or 68.7% less than the agency commissions for the three months ended
September 30, 1995. The decrease is attributable to the amount of advertising
contracts being obtained through advertising agencies and the decrease in
advertising revenue.

Net Revenues. Net revenues are equal to gross revenues after deducting
advertising agency commissions. Net revenues for the nine months ended September
30, 1996 were $684,157, a decrease of $378,644 from net revenues of $1,062,801
for the nine months ended September 30, 1995. Net revenues for the three months
ended September 30, 1996 were $166,428 a decrease of $55,998 from net revenues
of $222,426 for the three months ended September 30, 1995. The decrease is
consistent with the decrease in system sales and advertising revenues.

Cost of Sales. Cost of sales consists primarily of commissions paid to
installed transit systems, the cost of system installations, maintenance costs,
and software licensing fees. Commissions to installed transit systems are based
on a percentage of revenues. Maintenance costs are directly related to increases
in the number of installed television monitors and computers. Cost of sales for
the nine months ended September 30, 1996 were $285,744, a decrease of $199,866
or 41.2% from $485,610 for the nine months ended September 30, 1995. Cost of
sales for the three months ended September 30, 1996 were $62,356 a decrease of
$12,951 or 17.2% from $75,307 for the three months ended September 30, 1995. The
decrease is consistent with the decline in system sales revenues related to the
installation of the video cable network in certain New Jersey Transit terminals.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the nine months ended September 30, 1996 were
$617,041 compared to $773,768 for the nine months ended September 30, 1995.
Selling, general and administrative expenses for the three months ended
September 30, 1996 were $187,723 a decrease of $64,738 or 25.6% for the three
months ended September 30, 1995. The decrease is primarily attributable to a
decrease in salaries, wages, and related employee costs resulting from
reductions in sales, marketing and operations employees.

Interest Income. For the nine months ended September 30, 1996, interest
income totaled $514 compared to $5,909 for the same period in 1995. For the
three months ended September 30, 1996, interest income totaled $222 compared to
$935 for 1995. The decrease for both periods was the result of a smaller cash
balance earning interest in 1996.

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Depreciation and Amortization. Depreciation and amortization expense for
the nine months ended September 30, 1996 was $398,000 a decrease of $86,500 or
17.9% from $484,500 for the nine months ended September 30, 1995. This decrease
in depreciation and amortization expense is directly related to the write down
of certain contract rights and installation assets.

Write Down of Contract Rights and Installation Assets. MetroVision recorded
a charge of $607,761 to reduce the carrying value of certain purchased contract
rights, and installation equipment for the New York area airports and The
Massachusetts Bay Transit Authority ("MBTA") to their net realizable value.
Pursuant to the notification by the Port Authority of its intent to terminate
the contract and MetroVision's decision to halt construction of the MBTA
installation related to litigation and the inability to generate significant
revenues, MetroVision has recorded a charge to recognize the impairment in the
value of long lived assets.

LIQUIDITY AND SOURCES OF CAPITAL

At September 30, 1996, MetroVision had negative working capital of $423,801
which is primarily the result of a reduction in the cash balance, accounts
receivable, prepaid expenses and increases in accrued salaries and loans due to
officers and directors offset by a decrease in accounts payable and deferred
income.

Cash decreased $97,125 from December 31, 1995 to $0. The net decrease is
the result of cash being expended for operating purposes and the repayment of
notes to former stockholders, offset by proceeds of loans from certain officers
and directors. Accounts receivable, net of allowance for doubtful accounts,
decreased $274,867 to $167,088 at September 30, 1996. The decrease is primarily
the result of the collection of account balances and lower gross revenues.
Accrued salaries and commissions increased $15,870 from $133,284 at December 31,
1995 to $149,154 at September 30, 1996. The increase is the result of the timing
of certain cash payments to sponsors for accrued commissions. Deferred income
decreased $153,740 to $132,807 at September 30, 1996 from $286,547 at December
31, 1995. The decrease is primarily the result of recording revenue against
advance billings on system sales to the New Jersey Transit Authority in
accordance with their budgetary and funding requests. The retained deficit
increased $1,233,848 from $11,526,485 at December 31, 1995 to $12,760,333 at
September 30, 1996. The increase is the result of the net loss for the period
ending September 30, 1996.

On July 10, 1996 certain officers and directors loaned MetroVision $25,000
at 10% interest per annum with principal and accrued interest due no later than
November 1, 1996. In connection with this borrowing MetroVision issued to the
lenders warrants to purchase 69,000 shares of common stock at an exercise price
of $.15625 per share. In September, 1996, certain officers and directors loaned
MetroVision an additional $45,000 at 10% interest per annum with principal and
interest due no later than December 1, 1996. In connection with this loan,
MetroVision issued to the lenders warrants to purchase 133,200 shares of common
stock at an exercise price of $.20 per share. As of December 31, 1996
MetroVision had not repaid these loans. The exercise price for these warrants
approximated the market price for the shares on the date of issuance; therefore,
no value was attributable to the warrants.

On October 23, 1996, an action was filed seeking a judgement against
MetroVision regarding a past due note of approximately $76,000 plus accrued
interest and attorney fees. On January 27, 1997, MetroVision and the plaintiff
entered into an agreement pursuant to which MetroVision has agreed to pay an
aggregate of $61,325 in full satisfaction and discharge of the plaintiffs
claims, which amount will be paid in installments through July 1, 1997. The
plaintiff has agreed to dismiss the lawsuit; provided, however, the plaintiff
may confess judgment against MetroVision for the full amount, less amounts
previously paid, if MetroVision fails to make an installment payment when due.

On November 6, 1996, MetroVision received net proceeds of approximately
$51,000 as a result of the exercise of outstanding redeemable common stock
purchase warrants.

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MetroVision is continuously engaged in discussions regarding the sale of
new installations. MetroVision has an agreement amounting to approximately $2.9
million with New Jersey Transit to install and maintain approximately 50 transit
stations of which $954,000 has been received to date.

MetroVision's independent auditors have included an explanatory paragraph
in their report on the 1995 consolidated financial statements stating that
recurring losses, resulting in negative cash flows, raise substantial doubt
about MetroVision's ability to continue as a going concern. MetroVision
anticipates that losses will continue until MetroVision generates sufficient
advertising, system sales or other revenues to offset its operating costs.
MetroVision believes that generation of that level of revenues is dependent
upon, among other things (i) expanding its network through sales of complete
systems to transit authorities seeking to comply with the ADA, (ii)
MetroVision's ability to contract
and select alternative/transit media sales organizations in order to
significantly increase the sale of advertising on its network and (iii) the
completion of MetroVision's proposed merger with York Hannover or alternative
strategic corporate and marketing alliances. There can be no assurance, however,
that MetroVision will be able to generate significantly increased revenues or
ever achieve profitable operations.

MetroVision is not currently generating sufficient cash flow to fund its
operations and is dependent on the contract with New Jersey Transit or other
financing in order to sustain its operations. Although there can be no
assurance, MetroVision believes that, based on currently proposed plans and
assumptions relating to its operations, the contract with New Jersey Transit,
the recent receipt of approximately $51,000 from the exercise of common stock
purchase warrants together with projected cash flow from operations, will be
sufficient to satisfy MetroVision's contemplated cash requirements for 1996. In
the event MetroVision's plans change or its assumptions change or prove
inaccurate or projected cash flows prove to be insufficient to fund operations,
MetroVision would be required to seek additional financing. Except for the loans
from certain officers and directors discussed above, MetroVision has no current
arrangements with respect to or sources of additional financing, and there can
be no assurance that financing will be available to MetroVision on commercially
reasonable terms, if at all. Any inability to obtain additional financing could
have a material adverse effect on MetroVision, including possibly requiring
MetroVision to significantly curtail or cease its operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The Statement establishes financial accounting and reporting
standards for stock-based compensation and is effective for fiscal years
beginning after December 15, 1995, or upon adoption of the Statement.
MetroVision has not decided whether it will adopt the expense recognition
provisions of the Statement or continue to use the expense recognition
provisions of Accounting Principles Board Opinion No. 25.

NET OPERATING LOSS CARRYFORWARDS

As of September 30, 1996, for federal income tax purposes, MetroVision has
cumulative operating loss carryforwards of approximately $9,030,00 available to
offset future taxable income through 2010. Of this amount, $710,000 is
attributable to 1995, $1,670,000 is attributable to 1994 and $1,570,000 is
attributable to 1993. Due to a change in ownership as a result of the
recapitalization in November 1993, the utilization of $6,400,000 of the
pre-ownership change losses are subject to an annual limitation of $150,000.

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

GENERAL

The following management discussion and analysis should be read in
conjunction with the York Hannover historical and pro forma consolidated
financial statements and notes thereto appearing elsewhere herein.

York Hannover is a wholly-owned subsidiary of Stockbridge Investment
Partners, Inc. ("Stockbridge"). York Hannover was purchased by Stockbridge on
December 17, 1993. Prior to August 1, 1995, York Hannover provided institutional
pharmacy services, infusion therapy, urological, enteral and general medical
supplies throughout the State of Florida. Effective August 1, 1995, York
Hannover formed a partnership ("York Hannover Partnership") with United
Professional Companies, Inc. ("UPC") whereby York Hannover and UPC each
contributed property and equipment, inventory and existing contracts with
nursing facilities to provide services and products. York Hannover accounts for
its 40.0% interest in York Hannover Partnership under the equity method of
accounting. York Hannover provides certain billing services to York Hannover
Partnership for which York Hannover receives 7.5% of amounts billed.

York Hannover experienced a loss from operations for the year ended
December 31, 1995 and for the nine months ended September 30, 1996 and had
negative stockholder's equity as of December 31, 1995 and September 30, 1996.
York Hannover management believes, but cannot assure, that York Hannover will be
able to generate sufficient cash to meet debt requirements and to finance
ongoing operations through alternative sources of financing or through the sale
of York Hannover's interest in York Hannover Partnership, if necessary.

RESULTS OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE FISCAL YEAR ENDED
DECEMBER 31, 1994

Net Patient Revenues. Net patient revenues for the twelve months ended
December 31, 1994 consisted of sales to nursing homes for pharmacy and related
products. Net patient revenues for the twelve months ended December 31, 1995
consisted primarily of sales to nursing homes for pharmacy and related products
from January through July. For the year ended December 31, 1995, net patient
revenues decreased by $1,587,267 from $4,260,145 for the year ended December 31,
1994 to $2,672,878. This reflects the change in the nature of the operations and
associated revenue sources.

Other Revenues. Other revenues for the year ended December 31, 1995
consisted primarily of deferred revenue amortization from an agreement not to
compete, equity in the earnings of York Hannover Partnership and management fees
from York Hannover Partnership for accounts receivable billing services from
August to the fiscal year end. Other revenues for the year ended December 31,
1995 were $277,250 compared to $0 for the year ended December 31, 1994. This
reflects with the change in the nature of operations and associated revenue
sources.

Cost of Patient Revenues. Cost of patient revenues for the twelve months
ended December 31, 1994 consisted of pharmacy product costs to support the sales
to nursing homes for pharmacy and related products. Cost of patient revenues for
the twelve months ended December 31, 1995 consisted of pharmacy product costs to
support sales to nursing homes for pharmacy and related products costs from
January through July. For the year ended December 31, 1995, cost of patient
revenues decreased $1,004,570 from $2,396,158 in fiscal year ended December 31,
1994, to $1,391,588. This reflects with the change in the nature of the
operations and associated revenue sources.

Operating Expenses. Operating expenses for the fiscal year ended December
31, 1994 consisted of pharmacy operation expenses related to support sales to
nursing homes for pharmacy and related products. Operating expenses for January
to July, 1995 consisted of pharmacy operation expenses related to support sales
to nursing homes for pharmacy and York Hannover Partnership for accounts

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receivable billing activity. For the fiscal year ended December 31, 1995,
operating expenses increased by $380,647 to $1,591,303 from $1,210,656 for the
year ended December 31, 1994. The increase was due to an increase in provision
for uncollectible accounts of $200,000 resulting from the Company's final review
and reconciliation of accounts receivable from its business prior to the
formation of the York Hannover Partnership, an increase in management fees of
$308,000 paid to Lenox Healthcare, Inc., a corporation owned by two of the
stockholders of Stockbridge, and a reduction in other operating expenses of
approximately $128,000. The management agreement with Lenox Healthcare, Inc.
will terminate upon consummation of the Merger.

Interest Expense. Interest expense is primarily related to a promissory
note York Hannover has with National Healthcare L.P. This note was entered into
in 1993 and restructured in 1995. Interest expense for year ended December 31,
1995 decreased by $28,832 to $289,830 from $318,662 for the year ended December
31, 1994.

NINE MONTHS AND THE QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS AND
QUARTER ENDED SEPTEMBER 30, 1995

Net Patient Revenues. Net patient revenues for the three and nine months
ended September 30, 1995 consisted of sales to nursing homes for pharmacy and
related products. For the nine months ended September 30, 1996, net patient
revenues were $0 compared to $2,673,311 for the nine months ended September 30,
1995. For the three months ended September 30, 1996 net patient revenues were $0
as compared to $302,604 for the three month period ended September 30, 1995. The
decrease in both the three and nine months ended periods reflect the change in
nature of the operations and associated revenue sources.

Other Revenues. Other revenues for the nine months ended September 30,
1996 consisted primarily of deferred revenue amortization from an agreement not
to compete, equity in the earnings of York Hannover Partnership and management
fees from York Hannover Partnership for accounts receivable billing services.
Other revenues for the nine months ended September 30, 1996 were $402,107, an
increase of $315,448 from net revenues of $86,659 for the nine months ended
September 30, 1995. Other revenues for the three months ended September 30, 1996
were $135,723 an increase of $49,064 from other revenues of $86,659 for the
three months ended September 30, 1995. The increase in both the three and nine
months ended periods reflect the change in nature of the operations and
associated revenue sources.

Cost of Patient Revenues. Cost of patient revenues for the three and nine
months ended September 30, 1995 consisted of pharmacy product costs to support
sales to nursing homes for pharmacy and related products. Cost of patient
revenues for the three and nine months ended September 30, 1996 were nonexistent
during the period. Cost of patient revenues for the nine months ended September
30, 1995 were $1,374,772 and for the three months ended September 30, 1996 were
$153,562. This is consistent with the change in the nature of the operations and
associated revenue sources.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three and nine months ended September 30, 1995
consisted of pharmacy operation expenses related to support sales to nursing
homes for pharmacy and related products. Selling, general and administrative
expenses for the three and nine months ended September 30, 1996 consisted of
expenses related to providing management services to the York Hannover
Partnership for accounts receivable billing activity. Selling, general and
administrative expenses for the nine months ended September 30, 1996 were
$251,743, a decrease of $1,110,668 or 81.5% from $1,362,411 for the nine months
ended September 30, 1995, Selling, general and administrative expenses for the
three months ended September 30, 1996 were $19,852 a decrease of $403,826 or
95.3% from $423,678 for the three months ended September 30, 1995. The decrease
in both the three and nine months ended periods is consistent with the change in
the nature of the operations and associated revenue sources.

Interest Expense. Interest expense was primarily related to a promissory
note York Hannover entered into with National HealthCare L.P. This note was
entered into in 1993 and restructured in 1995. For the nine months ended
September 30, 1996, interest expense totaled $214,442 a decrease of

74
<PAGE>
$12,856 or 5.7% as compared to $227,298 for the same period in 1995. For the
three months ended September 30, 1996, interest expense totaled $74,620 an
increase of $8,935 or 13.6% as compared to $65,685 for the same period in 1995.

Depreciation. For the nine months ended September 30, 1996, depreciation
expense totaled $0 compared to $45,075 for the same period in 1995. For the
three months ended September 30, 1996 depreciation expense totaled $0 compared
to $6,923 for the same period in 1995. This decrease in depreciation expense is
consistent with the change in nature of the operations.

LIQUIDITY AND SOURCES OF CAPITAL

At September 30, 1996, York Hannover had negative working capital of
$2,635,453 which is primarily the result of the re-classification of long-term
debt to short-term and an increase in accounts payable and accrued expenses.

Cash increased $39,213 from December 31, 1995 to $55,129 at September 30,
1996. The net increase is primarily the result of proceeds received from York
Hannover Partnership priority distributions, offset by cash being expended for
the repayment of long-term debt borrowings. Accounts receivable decreased
$108,275 to $3,263 at September 30, 1996. The decrease is the result of the
collection of account balances and the write-off of uncollectible accounts which
related to periods prior to August 1, 1995. Accounts payable and accrued
expenses increased $441,928 to $655,791 at September 30, 1996 from $213,863 at
December 31, 1995. The increase is primarily the result of certain brokerage
payables related to marketable securities and estimated taxes. Short-term debt
increased $1,932,731 from $173,878 at December 31, 1995 to $2,106,609 at
September 30, 1996. This increase was primarily due to the re-classification of
debt that matures in September 1997, from long term to current. The retained
deficit increased $67,665 from $2,203,915 at December 31, 1995 to $2,271,580 at
September 30, 1996. The increase is the result of the net loss for the nine
months ended September 30, 1996.

York Hannover had outstanding as of September 30, 1996 $2,179,877 of
short-term debt that is due in January 1997. This debt includes a term loan of
$1,950,000 due NHCLP and a line of credit of $229,877. Although the stated
maturity date of the indebtedness due NHCLP is in January 1999, York Hannover is
currently not in compliance with certain covenants under the loan agreement
relating to the indebtedness, principally relating to its failure to maintain
positive working capital. As a result of such noncompliance, the $1,950,000
principal amount, together with accrued interest, will be due on September 30,
1997. Neither York Hannover currently has, nor is the Surviving Corporation
expected to have, the financial resources necessary to meet this payment
obligation absent obtaining external financing, whether from an equity offering
or otherwise. In the event York Hannover or, if the Merger is consummated, the
Surviving Corporation, is unable to meet this payment obligation, or if the loan
is not renegotiated, NHCLP, as a secured creditors, has the right to take
possession of or otherwise sell the 40% partnership interest in the York
Hannover Partnership in satisfaction of the indebtedness and may seek recourse
against the Surviving Corporation's other assets, if necessary. See "Risk
Factors -- Need for Additional Financing."

As of September 30, 1996, York Hannover's primary asset was its ownership
of a 40% interest in York Hannover Partnership. For the three and nine months
ended September 30, 1996, York Hannover's net income from the partnership
totaled $87,498 and $232,755 respectively.

York Hannover does not have control over distributions made by York
Hannover Partnership. However, under the Partnership agreement, York Hannover is
entitled to priority distributions, which are limited to the lesser of $300,000
or the actual annual interest expense related to its $1,950,000 promissory note
to NHCLP. The priority distributions are subject to the availability of York
Hannover Partnership cash.

York Hannover's independent auditors have included an explanatory paragraph
in their report on 1995 financial statements stating the Company experienced a
loss from operations in 1995 and had negative stockholder's equity as of
December 31, 1995.

75
<PAGE>
SUMMARY OF YORK HANNOVER PARTNERSHIP PARTNERSHIP AGREEMENT

The following summary of the Agreement of General Partnership of York
Hannover Partnership is qualified in its entirety by reference to the Agreement
of General Partnership, a copy of which has been filed as an exhibit to the
Registration Statement of which this Proxy Statement/Prospectus is part.

Formation of the Partnership. York Hannover Partnership (the
"Partnership") is a Wisconsin general partnership which commenced operations on
August 1, 1995. Under the terms of the York Hannover Agreement of General
Partnership (the "Partnership Agreement"), York Hannover contributed to the
Partnership assets with a total net book value of approximately $450,000,
including approximately $302,000 of inventory. In exchange for its contribution,
York Hannover received a 40% general partnership interest. United Professional
Companies, Inc., a subsidiary of United Health, Inc. which itself is a
subsidiary of Extendacare, Inc. ("UPC"), contributed assets with a total net
book value of approximately $675,000, including approximately $509,000 of cash.
In consideration of such contribution, UPC received a 60% general partnership
interest.

Allocation of Profits, Losses and Distributions. Earnings and losses of
the Partnership are allocated among York Hannover and UPC in accordance with
their percentage interests in the Partnership. York Hannover has a right to a
priority distribution on its share of Partnership net income limited to the
lesser of $300,000 or the actual amount of annual interest expense due on the
York Hannover promissory note to NHCLP, which priority distribution is for the
sole purpose of paying interest due on such indebtedness. Upon York Hannover
attaining its maximum priority distribution as aforesaid, distributions are made
in accordance with the respective capital partnership interests, except that
York Hannover can receive no more than an amount necessary for it to pay
interest on the York Hannover Promissory Note to NHCLP. Any cash not required
for interest payments on the Promissory Note to NHCLP shall be utilized, at
UPC's option, to pay down UPC's disproportionate working capital loans, if any,
or make payments to UPC to balance the distributions until UPC's
disproportionate working capital loans have been reduced to zero, and each
partner has received distributions in accordance with its Partnership Interest.
Thereafter, additional distributions are payable to York Hannover and UPC in
proportion to their respective partnership interests in the Partnership. No
distributions were made by York Hannover Partnership during the fiscal year
ended December 31, 1995, and no distribution other than the priority
distributions were made by York Hannover Partnership during the nine months
ended September 30, 1996. At September 30, 1996, the current amount of UPC's
disproportionate working capital loans was $570,000 on the basis of $650,000 of
working capital loans outstanding from UPC and $80,000 of working capital loans
outstanding from York Hannover.

Management of the Partnership. York Hannover Partnership is managed by
UPC. In such capacity, UPC has the ability to control all partnership decisions;
provided, however, that the Partnership may not take the following actions
without first obtaining York Hannover's consent: (i) the incurrence of any
Partnership debt for borrowed money; (ii) transferring, hypothecating,
compromising or releasing any Partnership claim except for payment in full
satisfaction and discharge; (iii) selling, leasing or hypothecating any
Partnership property or entering into any contract for any such purpose, other
than the ordinary course of the Partnership's business; (iv) knowingly suffering
or causing anything to be done whereby the Partnership's property may be seized
or attached or taken in execution, or its ownership or possession otherwise
endangered; (v) expansion of either the products or services offered by the
Partnership or of the market in which the Partnership operates; (vi) undertaking
any acquisition of a business or of any property other than in the ordinary
course of the Partnership's business; (vii) amending the management agreement
between the Partnership and UPC; (viii) entering into any contract, other than
the aforementioned management agreement, between the Partnership and any
affiliate of any partner which has a term for more than one year or provides for
more than $5,000 in the aggregate or the purchase from an affiliate of either
partner of goods or services in a single transaction or a series of transactions
of more than $7,500; or (ix) entering into any agreement for the lease, purchase
or sale of goods, services and property, in which the property leased, purchased
or sold thereunder would exceed $25,000, other than the ordinary course of the
Partnership's business.

76
<PAGE>
In consideration for providing management services, UPC is entitled to
receive a management fee equal to 4% of the Partnership's net revenues.
Additionally, York Hannover provides certain billing services to York Hannover
Partnership for which it receives in the aggregate 7.5% of amounts billed.

Funding. Pursuant to the terms of the Partnership Agreement, York Hannover
and UPC have agreed to provide working capital funding to York Hannover
Partnership as required, in proportion to their respective partnership
interests. During the fiscal year ended December 31, 1995, York Hannover
Partnership and UPC loaned net amounts of $80,000 and $120,000, respectively, to
the Partnership for working capital purposes. The Partnership Agreement provides
that if one of the partners is unable to provide working capital funding in
proportion to its ownership interests, the other partner has the right to
provide the additional working capital and receive interest at a rate equal to
the prime rate plus 4%. Otherwise, the working capital notes issued by the
Partnership in favor of the partners do not bear interest.

Transfer of Partnership Interests. The Partnership Agreement provides that
the interests of the partners may not be transferred, sold, assigned, pledged,
optioned or otherwise transferred, whether by contract, operation of law or
otherwise, except in connection with a right of first refusal discussed below
and through a "put agreement" wherein York Hannover has an option to sell its
interests in the Partnership to UPC at fair market value as of the exercise
date, which may occur no earlier than one day prior to the termination or the
dissolution of the Partnership, or through the option to purchase additional
partnership interests, whereby York Hannover has the right to purchase from UPC
up to an additional 9% partnership interest so that, if exercised in full, York
Hannover would have a 49% interest and UPC would have a 51% interest.
Notwithstanding the foregoing, these transfer restrictions may be waived by the
written consent of the partners. In the event a partner receives an offer to
purchase all or a part of such partner's interest, and is willing to accept the
offer, the remaining partner has a right of first refusal.

Term of the Partnership. The Partnership will continue in effect until
August 1, 2000, unless extended by mutual agreement of the partners, except that
the Partnership will terminate and be dissolved prior to that date upon the
occurrence of the following: (i) any event which makes it unlawful for the
business of the Partnership to be conducted; (ii) the suspension or exclusion of
the Partnership from participation under the applicable sections of the Social
Security Act; or (iii) the failure to meet any other requirement necessary to
conduct the Partnership's business.

Restrictions on Activities of the Partners. Under the terms of the
Partnership Agreement, York Hannover, Stockbridge and its stockholders have
agreed that they will be bound by the terms of a covenant not to compete
executed by the parties restricting those individuals and entities from
participating in activities which compete with the business of the Partnership
or any of the partners within a specified market territory which includes
various counties within the State of Florida during the term of the Partnership
Agreement and for a two year period following dissolution of the Partnership.

77
<PAGE>
DESCRIPTION OF METROVISION CAPITAL STOCK

The statements made under this caption include summaries of certain
provisions contained in MetroVision's Restated Certificate of Incorporation and
in the New York Laws. These statements do not purport to be complete and are
qualified in their entirety by reference to such Restated Certificate of
Incorporation, MetroVision's By-laws and the New York Law.

COMMON STOCK

MetroVision is authorized to issue 10,000,000 shares of Common Stock, par
value $.001 per share. As of the record date, there were 7,241,664 shares of
Common Stock outstanding. The holders of Common Stock are entitled to one vote
for each share held of record on all matters to be voted on by shareholders.
There is no cumulative voting with respect to the election of directors. The
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution of winding up of MetroVision, the
holders of Common Stock are entitled to share ratably in all assets remaining
which are available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the Common Stock. Holders of shares of Common Stock, as such, have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock. All of the outstanding shares of
Common Stock are fully paid and nonassessable.

PREFERRED STOCK

MetroVision is authorized to issue 2,000,000 shares of preferred stock, par
value $.001 per share, of which 720,000 shares have been designated as 5% Series
A Convertible Preferred Stock. The Board of Directors of MetroVision has the
authority at any time to establish and designate one or more series of preferred
stock, to fix the number of shares of any series (which number may vary between
series) and to fix the dividend rights and preferences, the redemption price and
terms, liquidation rights, sinking fund provisions (if any), conversion
provisions (if any) and the voting powers (if any). The Board of Directors,
without shareholder approval, could issue preferred stock with voting and
conversion rights that could adversely affect the voting power of holders of
Common Stock and 5% Preferred Stock. Certain companies have used the issuance of
preferred stock as an anti-takeover device and the Board of Directors of
MetroVision could, without shareholder approval, issue preferred stock with
certain voting, conversion and/or redemption rights that could discourage any
attempt to obtain control of MetroVision in a transaction not approved by its
Board of Directors.

Currently, there are 648,535 shares of 5% Preferred Stock outstanding. The
5% Preferred Stock has a liquidation value of approximately $5.556 per share.
Holders of 5% Preferred Stock are entitled to receive, when and as declared by
MetroVision's Board of Directors out of funds legally available therefor, cash
dividends at the annual rate of approximately $.2778 per share. Dividends are
payable quarterly on the first day of March, June, September and December of
each year and began accruing as of December 17, 1992. Total accrual and unpaid
dividends at September 30, 1996 aggregated approximately $677,000.

The 5% Preferred Stock is redeemable by MetroVision, at its sole option, at
any time; provided, however, that all of the outstanding common stock purchase
warrants issued in MetroVision's initial public offering must be redeemed before
any redemption of the 5% Preferred Stock may occur, but in any event, at any
time after December 17, 1993, at a redemption price of $5.556 per share plus
accrued and unpaid dividends thereon. The 5% Preferred Stock may, at the option
of the holder, be converted at any time into shares of MetroVision Common Stock
at an initial rate of one share of Common Stock for each share of MetroVision 5%
Preferred Stock which rate shall be subject to adjustment, including, for
example, by reason of the Reverse Stock Split.

The holders of 5% Preferred Stock are entitled to vote, together with the
holders of the Common Stock, on the basis of number of whole shares of Common
Stock into which their shares of 5% Preferred Stock are convertible, on all
matters to be voted on by the shareholders of MetroVision.

78
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires that MetroVision's officers and
directors and persons who own more than ten percent (10%) of a registered class
of the Common Stock (Collectively the "Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and to furnish MetroVision with copies of these reports. Based on MetroVision's
review of the copies of these reports received by it, MetroVision believes that
all filings required to be made by the Reporting Persons during fiscal year 1995
were made on a timely basis.

RELATIONSHIP WITH INDEPENDENT AUDITORS

MetroVision engaged Dannible & McKee, LLP as its independent auditors to
audit MetroVision's financial statements for the fiscal year ended December 31,
1995. A representative of Dannible & McKee, LLP will be present at the meeting
with the opportunity to make a statement if he desires to do so and to answer
appropriate questions.

PROPOSALS OF SECURITY HOLDERS

All proposals of any shareholder of Metrovision which the holder desires be
presented at the next Annual Meeting of shareholders and be included in the
proxy statement and form of proxy prepared for that meeting must be received by
MetroVision at its principal executive offices no later than October 19, 1997.
All such proposals must be submitted in writing to the Secretary at the address
appearing on the notice accompanying this proxy statement.

LEGAL MATTERS

The legality of the shares of Common Stock to be issued in the Merger to
the shareholder of York Hannover will be passed upon by Cozen and O'Connor,
Philadelphia, Pennsylvania.

EXPERTS

The Consolidated Financial Statements of MetroVision of North America, Inc.
at December 31, 1993, 1994 and 1995 and the three years then ended included in
this Proxy Statement/Prospectus and the related financial statement schedules
included elsewhere in the registration statement of which this Proxy
Statement/Prospectus is a part have been audited by Dannible & McKee, LLP,
independent auditors, as stated in their reports appearing herein and elsewhere
in this Proxy Statement/Prospectus (which reports express an unqualified opinion
and include an explanatory paragraph referring to MetroVision's ability to
continue as a going concern) and have been so included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

The Financial Statements of York Hannover at December 31, 1995 and 1994 and
for the two years then ended included in this Proxy Statement/Prospectus have
been audited by Arthur Andersen LLP, independent accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

The Financial Statements of York Hannover Partnership at December 31, 1995
and for the five months then ended included in this Proxy Statement/Prospectus
have been audited by Arthur Andersen LLP, independent accountants, as indicated
in their report with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
report.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Historical Audited Consolidated Financial Statements of MetroVision of North
America, Inc.:
Independent Auditor's Report........................................................................ F-3
Consolidated Balance Sheets at December 31, 1995 and December 31, 1994.............................. F-4
Consolidated Statements of Operations for the Fiscal Year ended December 31, 1995, December 31, 1994
and December 31, 1993............................................................................. F-5
Consolidated Statements of Common Stockholders' Equity for the fiscal year ended December 31, 1995,
December 31, 1994 and December 31, 1993........................................................... F-6
Consolidated Statements of Cash Flows for the fiscal year ended December 31, 1995, December 31, 1994
and December 31, 1993............................................................................. F-7
Notes to Consolidated Financial Statements.......................................................... F-8

Historical Unaudited Condensed Consolidated Financial Statements of MetroVision of
North America, Inc.:
Condensed Consolidated Balance Sheet at September 30, 1996
and December 31, 1995............................................................................ F-17
Condensed Consolidated Statements of Operations for the three months and nine months ended September
30, 1996 and September 30, 1995................................................................... F-18
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and
September 30, 1995................................................................................ F-19
Notes to Unaudited Condensed Consolidated Financial Statements...................................... F-20

Historical Audited Consolidated Financial Statements of York Hannover
Pharmaceuticals, Inc.:
Report of Independent Public Accountants............................................................ F-22
Balance Sheets at December 31, 1995 and December 31, 1994........................................... F-23
Statements of Income and Stockholders' Deficit for the fiscal years ended December 31, 1995 and
December 31, 1994................................................................................. F-24
Statements of Cash Flows for the fiscal years ended December 31, 1995 and December 31, 1994......... F-25
Notes to Financial Statements....................................................................... F-26

Historical Unaudited Condensed Consolidated Financial Statements of York Hannover
Pharmaceuticals, Inc.:
Condensed Balance Sheet at September 30, 1996....................................................... F-32
Condensed Statements of Income and Stockholder's Deficit for the three months and nine months ended
September 30, 1996 and September 30, 1995......................................................... F-33
Condensed Statements of Cash Flows for the nine months ended September 30, 1996 and September 30,
1995.............................................................................................. F-34
Notes to Condensed Unaudited Financial Statements................................................... F-35

Historical Audited Financial Statements of York Hannover Partnership:
Report of Independent Public Accountants............................................................ F-39
Balance Sheet at December 31, 1995.................................................................. F-40
Statement of Income for the five month period ended December 31, 1995............................... F-41
Statement of Partners' Capital for the five month period ended December 31, 1995.................... F-42
Statement of Cash Flows for the five month period ended December 31, 1995........................... F-43
Notes to Financial Statements....................................................................... F-44
</TABLE>

F-1
<PAGE>
METROVISION OF NORTH AMERICA, INC.
AUDITED CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993

F-2
<PAGE>
INDEPENDENT AUDITOR'S REPORT

March 8, 1996
(Except for Note 12, as to which
the date is March 21, 1996)

To the Board of Directors and Stockholders
of MetroVision of North America, Inc.

We have audited the accompanying consolidated balance sheets of MetroVision
of North America, Inc. as of December 31, 1994 and 1995, and the related
consolidated statements of operations, common stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly in all material respects, the consolidated financial position of
MetroVision of North America, Inc. at December 31, 1994 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that MetroVision of North America, Inc. will continue as a going
concern. As more fully described in Note 2, the Company has continued to incur
operating losses. This condition raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are also described in Note 2. The consolidated financial statements do
not include any adjustments to reflect the future effects on the recoverability
and classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Company to continue as a
going concern.

/s/ Dannible & McKee, LLP
-------------------------

F-3
<PAGE>
METROVISION OF NORTH AMERICA, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1994 1995
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents................................................... $ 400,716 $ 97,125
Accounts receivable, net of allowance of $53,840 in 1994 and $10,230 in
1995..................................................................... 177,474 441,955
Prepaid expenses............................................................ 47,375 45,415
----------- -----------
Total current assets..................................................... 625,565 584,495
----------- -----------
Operating equipment (Notes 1, 3 and 12):
Installations and equipment................................................. 3,458,825 3,550,257
Installations-in-process.................................................... 266,458 221,416
Equipment and fixtures...................................................... 189,201 195,378
----------- -----------
3,914,484 3,967,051
Less -- Accumulated depreciation............................................ (1,816,968) (2,223,742)
----------- -----------
2,097,516 1,743,309
----------- -----------
Other assets.................................................................. 29,757 10,846
Prepaid software license (Note 6)............................................. 72,000 36,000
Contract rights (Notes 1 and 11).............................................. 457,761 257,761
----------- -----------
$ 3,282,599 $ 2,632,411
----------- -----------
----------- -----------

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable -- trade................................................... $ 195,369 $ 182,545
Accrued salaries and commissions............................................ 152,906 133,284
Deferred income (Note 1).................................................... 129,884 286,547
Other accrued expenses...................................................... 65,122 66,905
Current portion of notes payable including amounts due to stockholders
(Note 4)................................................................. 96,000 96,000
----------- -----------
Total current liabilities................................................ 639,281 765,281
----------- -----------
Preferred stock, $.001 par value 2,000,000 shares authorized
(Note 9)
Preferred stock 5% Series A $.001 par value, $5.56 redemption value,
cumulative convertible 658,895 and 648,535 shares issued and outstanding
in 1994 and 1995, respectively........................................... 659 649
----------- -----------
Common stockholders' equity (Notes 8 and 9):
Common stock, $.001 par value, 10,000,000 shares authorized; 6,947,524 and
6,987,846 shares issued and outstanding in 1994 and 1995, respectively... 6,947 6,987
Capital in excess of par value.............................................. 13,382,576 13,385,979
Retained deficit............................................................ (10,746,864) (11,526,485)
----------- -----------
Total common stockholders' equity............................................. 2,642,659 1,866,481
----------- -----------
$ 3,282,599 $ 2,632,411
----------- -----------
----------- -----------
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>
METROVISION OF NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1993 1994 1995
----------- ----------- ----------
<S> <C> <C> <C>
Gross revenues................................................ $ 925,825 $ 981,914 $1,001,797
Installation revenues......................................... 256,790 131,031 700,184
Less -- Agency commissions.................................... (72,245) (83,371) (77,093)
----------- ----------- ----------
Net revenues................................................ 1,110,370 1,029,574 1,624,888
----------- ----------- ----------
Operating costs and expenses:
Cost of sales............................................... 426,867 400,380 306,482
Cost of sales-installations................................. 131,247 80,360 415,143
Selling, general and administrative......................... 1,693,366 1,809,934 988,021
Depreciation and amortization............................... 479,844 466,817 442,774
Write down of contract rights and installation assets (Note
11)...................................................... -- 400,000 250,000
----------- ----------- ----------
2,731,324 3,157,491 2,402,420
----------- ----------- ----------
Loss from operations..................................... (1,620,954) (2,127,917) (777,532)
----------- ----------- ----------
Interest income............................................... 15,313 46,812 5,901
Interest expense.............................................. (34,613) (9,925) (7,990)
----------- ----------- ----------
(19,300) 36,887 (2,089)
----------- ----------- ----------
Net loss................................................. (1,640,254) (2,091,030) (779,621)
Less -- Preferred stock dividend requirements................. 200,000 194,394 182,813
----------- ----------- ----------
Net loss applicable to common stock (Note 1).................. $(1,840,254) $(2,285,424) $ (962,434)
----------- ----------- ----------
----------- ----------- ----------
Net loss per common share (Note 1)............................ $ (.66) $ (.34) $ (.16)
----------- ----------- ----------
----------- ----------- ----------
Weighted average number of shares (Note 1).................... 2,775,124 6,717,220 5,988,143
----------- ----------- ----------
----------- ----------- ----------
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>
METROVISION OF NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CAPITAL IN
COMMON EXCESS OF RETAINED
STOCK PAR VALUE DEFICIT TOTAL
------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Balance at December 31, 1992.......................... $1,801 $ 9,756,492 $ (7,015,580) $2,742,713
Issuance of 278,348 shares, $.001 par value, common
stock from exercise of warrants, less related
expenses of $47,760................................. 278 438,390 -- 438,668
Issuance of 766 shares of $.001 par value, common
stock in exchange for services...................... 1 1,532 -- 1,533
Issuance of 4,800,000 shares of $.001 par value,
common stock in connection with the November 1993
stock offering, less related expenses of $782,730... 4,800 3,212,470 -- 3,217,270
Net loss......................................... -- -- (1,640,254) (1,640,254)
------ ----------- ------------ ----------
Balance at December 31, 1993.......................... 6,880 13,408,884 (8,655,834) 4,759,930
Issuance of 6,150 shares of $.001 par value, common
stock from exercise of warrants..................... 6 1,223 -- 1,229
Conversion of 61,105 shares of preferred stock for
61,105 shares of common stock....................... 61 -- -- 61
Payment of cumulative dividends on preferred stock
converted to common stock........................... -- (27,531) -- (27,531)
Net loss......................................... -- -- (2,091,030) (2,091,030)
------ ----------- ------------ ----------
Balance at December 31, 1994.......................... 6,947 13,382,576 (10,746,864) 2,642,659
Issuance of 29,962 shares of $.001 par value, common
stock............................................... 30 11,206 -- 11,236
Conversion of 10,360 shares of preferred stock for
10,360 shares of common stock....................... 10 -- -- 10
Payment of cumulative dividends on preferred stock
converted to common stock........................... -- (7,803) -- (7,803)
Net loss......................................... -- -- (779,621) (779,621)
------ ----------- ------------ ----------
Balance at December 31, 1995.......................... $6,987 $13,385,979 $(11,526,485) $1,866,481
------ ----------- ------------ ----------
------ ----------- ------------ ----------
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>
METROVISION OF NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1993 1994 1995
----------- ----------- ---------
<S> <C> <C> <C>
Operating activities:
Net loss.......................................................... $(1,640,254) $(2,091,030) $(779,621)
Adjustments to reconcile net loss to net cash used in operating
activities:
Provision for doubtful accounts................................ -- 40,540 10,414
Write down of contract rights and installation assets.......... -- 400,000 250,000
Value of advertising services exchanged for operating
equipment................................................... (11,829) (19,300) (19,200)
Provision for depreciation and amortization.................... 479,844 466,817 442,774
Loss on disposal of system equipment........................... -- 39,554 --
Amortization of consulting agreement........................... -- 30,000 30,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable.................. (62,926) 41,216 (274,895)
(Increase) decrease in prepaid expenses and other assets.... 18,290 (34,506) (9,129)
Increase in accounts payable and other accrued expenses..... 39,886 64,338 156,436
Net cash used in operating activities....................... (1,176,989) (1,062,371) (193,221)
----------- ----------- ---------
Investing activities:
Capital expenditures for operating equipment...................... (379,408) (633,258) (102,567)
----------- ----------- ---------
Net cash used in investing activities.......................... $ (379,408) $ (633,258) $(102,567)
----------- ----------- ---------
Financing activities:
Proceeds from borrowings.......................................... 550,000
Principal payments on borrowings.................................. (550,000)
Principal payments on and reduction in notes to stockholders...... (69,852) (154,000)
Proceeds from issuance of common stock and exercise of warrants... 3,657,471 1,229 --
Dividends paid to preferred stockholders on conversion............ (27,531) (7,803)
----------- ----------- ---------
Net cash provided by (used for) financing activities........... 3,587,619 (180,302) (7,803)
----------- ----------- ---------
(Decrease) increase in cash and cash equivalents.................... 2,031,222 (1,875,931) (303,591)
Cash and cash equivalents at beginning of year...................... 245,425 2,276,647 400,716
----------- ----------- ---------
Cash and cash equivalents at end of year............................ $ 2,276,647 $ 400,716 $ 97,125
----------- ----------- ---------
----------- ----------- ---------
</TABLE>

See accompanying notes to financial statements.

F-7
<PAGE>
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business -- The Company owns and operates a video cable
network for the mass transit industry, under contracts ranging from five to
seven years, for the purpose of providing information and selling advertising.
In addition, the Company installs, under contract, video equipment in certain
mass transit locations.

The Company operates in one business segment and has no foreign operations.
In 1993, 1994 and 1995, sales to the five largest customers represented 67%, 48%
and 67% of gross revenues, respectively. Certain customers accounted for more
than 10% of gross revenues as follows: 1993: ABC News 23%, Niagara Frontier
Transit Metro System 15%, Bloomberg Financial Services 12%; 1994: ABC News 26%;
1995: New Jersey Transit 37%, ABC News 17%.

The Company provides, at no charge to the transit authorities, free
advertising time in each program cycle. Costs related to providing this time
represent normal recurring expenses of operating the networks and are included
in cost of sales.

In 1993, the Company exchanged advertising on its network for video
monitors with a fair market value of approximately $60,000. The Company is
obligated at December 31, 1994 and 1995, to provide $29,000 and $10,000 of
advertising, respectively, related to this transaction.

Principles of consolidation -- The consolidated financial statements
include the accounts of the Company and its subsidiary. All significant
intercompany accounts and transactions have been eliminated in consolidation.

Revenue recognition -- Advertising revenues are recognized when billed
after the related advertising has been broadcast over the network. Bartered
revenues represent merchandise or services received in lieu of cash for
advertising provided. Barter revenues are recognized when advertising is
broadcast and merchandise or services are recorded when received or used. If
merchandise or services are received prior to the advertising being broadcast, a
liability is recorded. Revenues from installation contracts are recognized on
the percentage-of-completion method based on costs incurred to date to the total
estimated cost at completion. Amounts received in excess of costs and estimated
earnings are shown in the accompanying balance sheets as deferred income. There
were no significant costs and estimated earnings in excess of amounts received
at December 31, 1994 and 1995.

Financial instruments and credit risks -- The Company grants unsecured
credit under standard credit terms. In addition, the Company exchanges
advertising time for certain services. Advertising revenue is recorded at the
fair value of services to be provided. Included in accounts receivable is
approximately $43,000 and $18,000 of amounts due under these agreements at
December 31, 1994 and 1995, respectively. The Company maintains cash balances
with a local financial institution, which are secured by the Federal Deposit
Insurance Corporation up to $100,000. The Company has approximately $331,000 and
$34,000 in uninsured balances at December 31, 1994 and 1995, respectively. The
Company maintains various financial instruments in the ordinary course of
business. The carrying value of these financial instruments, which are cash and
cash equivalents, accrued expenses and notes payable, approximate fair value.
The fair value of notes payable is determined based on rates at which the
Company could refinance the notes with a bank.

Cash and cash equivalents -- For the purpose of the statement of cash
flows, the Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Operating equipment and installations-in-process -- Operating equipment is
stated at cost, including materials, labor, and installation overhead and
includes computers, monitors, and enclosures which are being depreciated using a
straight-line method over their estimated useful lives which range from four to
seven years. For income tax purposes, depreciation is computed using methods
prescribed by appropriate income tax regulations. Depreciation on
installations-in-process commence when a site is fully installed. Maintenance
and repairs are expensed as incurred.

F-8
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

During 1994, approximately $560,000 of operating equipment related to a
completed project was transferred from installations-in-process to installations
and equipment. The remaining balance in installations-in-process relates to an
installation at the New York and New Jersey Airports, more fully described in
Note 11.

During 1994, work on the installations was halted as the Company negotiated
a merger, and the cash previously designated for new installations was used in
operations.

Income taxes -- Prior to November 30, 1989, the Company operated under
Subchapter S of the Internal Revenue Code, and, consequently, was not subject to
Federal income taxes and certain state taxes. The Company had an accumulated
loss of $2,446,683 as a Subchapter S Corporation.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 109 (SFAS 109), "Accounting for Income Taxes," in
February 1992. The Company adopted the new method of accounting for income taxes
effective January 1, 1993 (see Note 7).

Post-retirement benefits -- The Company presently offers no post-retirement
benefits.

Legal proceedings -- The Company is not involved in any material legal
proceedings that in the opinion of management would have a material effect on
the Company.

Net loss per common share -- Net loss per common share is computed based on
the weighted average number of common shares outstanding during each period
including, for all periods presented, shares and common stock equivalents issued
in the twelve months prior to the initial public offering of the Company's
common stock at prices below the initial offering price.

Common stock equivalents also include outstanding options, warrants, and
cumulative convertible preferred shares. Where anti-dilutive, cumulative
convertible preferred shares, options and warrants have been excluded from the
computations and net loss has been adjusted for imputed dividends on the
convertible preferred stock (see Note 9).

Effective July 31, 1992, the Company reduced the exercise price of 95,143
options outstanding from $3.11 to $1.75 (see Note 9). Because these options had
been issued in the twelve months prior to the Company's initial public offering,
earnings per share have been restated to reflect the reduction in the exercise
price.

Contract rights -- These rights represent a contract to install and operate
interactive video at major airports in the greater New York City area. The
rights were acquired through the purchase of the stock of TouchTel, Inc. in
December 1992 (see Note 11).

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

NOTE 2 -- LIQUIDITY

The Company's inability to generate significant revenues to finance
operations has resulted in net losses and negative cash flows from operations as
shown in the accompanying financial statements. These conditions have
significantly weakened the Company's financial position and raise substantial
doubt about the Company's ability to continue as a going concern.

F-9
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 2 -- LIQUIDITY -- (CONTINUED)

Since December 31, 1992, the Company has addressed these concerns by
obtaining net proceeds of approximately $439,000 from the exercise of
outstanding warrants in a special price reduction period from February 17, 1993,
through June 28, 1993, during which time outstanding warrants to purchase one
share of common stock were exercisable at $1.75 and approximately $3,217,000
from a secondary offering of common stock and warrants to purchase common stock
in November 1993. Proceeds from the warrant offering and stock offering were
utilized to pay down the short-term loans in the amount of $450,000 in 1993.

The Company executed a joint marketing agreement with a national
advertising agency (TDI), in 1993, to enhance the marketing and sales of
advertising on the Company's systems. TDI terminated the agreement in April
1994. No significant revenues were generated as a result of the agreement and
the termination did not have a material effect on the Company's results of
operations. Also during 1994, the Company entered into a letter of intent for
the merger of MetroVision with and into another entity. This merger was
subsequently terminated in January 1995. The Company continues to pursue ongoing
exploration of strategic corporate and marketing alliances.

During 1994, the Company began working with the New Jersey Transit
Authority (NJT) to install, under contract, its video cable network in certain
terminals. In 1995, the Company executed a contract with NJT to install its
video network in all NJT terminals. The contract is for approximately $2,900,000
over an estimated three-year period. Purchase orders received during 1994
amounted to approximately $100,000. In 1995, purchase orders for approximately
$1,162,000 were received related to this project for installation of video
systems in twenty-two additional terminals.

The ability of the Company to continue in existence depends upon whether
the Company is able to significantly increase revenues through the contract sale
of system installations and/or advertising, or enter into other strategic
corporate or marketing alliances.

The Company anticipates that, based on its currently proposed plans and
assumptions relating to its operations, that cash flow from advertising revenues
and installation contract revenues will be sufficient to satisfy its anticipated
cash requirements for 1996. However, if the Company enters into significant
additional network installation contracts, its currently proposed plans change
or its assumptions prove to be inaccurate, the Company may be required to seek
additional financing. Furthermore, implementation of expansion programs beyond
the Company's currently proposed expansion will require additional resources not
otherwise available to the Company. In addition, unless the Company is able to
significantly increase revenues through the sale of systems or advertising or
enter into strategic corporate or marketing alliances, the Company will require
additional financing. The Company has not identified any potential sources of
debt or equity financing and there can be no assurance that the Company will be
able to obtain additional financing if and when needed or that, if available,
financing will be on terms acceptable to the Company. Furthermore, the results
of these matters cannot be predicted, and there is no assurance, therefore, that
the Company will continue in existence. The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and classification of liabilities that may
result from the possible inability of the Company to continue as a going
concern.

NOTE 3 -- SYSTEM CONTRACTS

The Company has installed equipment pursuant to contractual agreements in
public mass transit systems, airports, and a public park. These agreements range
from five to seven years, generally have renewal options, and expire at various
dates in years 1995 through 2000. Some agreements are on a month to month basis.
One agreement has a 30-day termination clause; whereby, if terminated, the

F-10
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 3 -- SYSTEM CONTRACTS -- (CONTINUED)

transit authority must reimburse the Company for undepreciated costs incurred in
the installation of the system. The contracts provide for payment in the form of
sponsor commissions ranging from 8% to 50% of net advertising revenue and
certain of these contracts provided for minimum guaranteed commissions. Future
commissions guaranteed as of December 31, 1995, are as follows:

1996............................................................... $ 44,900
---------
---------

NOTE 4 -- BORROWING ARRANGEMENTS

The Company's borrowing arrangements are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1994 1995
------- -------
<S> <C> <C>
Note payable to a bank, due August 1, 1994; interest payable monthly at an
annual rate of 8%(a).......................................................... $76,000 $76,000
Obligation payable to stockholder in monthly installments of $5,000 through
December 1994(a).............................................................. 20,000 20,000
------- -------
96,000 96,000
Less -- Current portion......................................................... 96,000 96,000
------- -------
$ -- $ --
------- -------
------- -------
</TABLE>

- ------------------
(a) Obligations incurred in connection with purchase of contract rights on
December 10, 1992 (see Note 11).

Interest paid aggregated $34,612, $9,925 and $7,927 for 1993, 1994 and
1995, respectively.

At December 31, 1995, the Company was in default on their outstanding
borrowing arrangements.

NOTE 5 -- OPERATING LEASES

The Company leases certain of its office facilities and equipment under
cancelable and noncancelable agreements expiring at various dates through 2000.
Rental expense charged to operations was $143,441, $142,910 and $93,113 for
1993, 1994 and 1995, respectively.

The future minimum rental commitments as of December 31, 1995, for
noncancelable operating leases, are as follows:

1996............................................................ $ 30,250
1997............................................................ 30,250
1998............................................................ 10,850
1999............................................................ 500
2000............................................................ 500
---------
$ 72,350
---------
---------

NOTE 6 -- LICENSE AGREEMENT

The Company entered into a software license agreement for certain software
utilized in its operations commencing on November 1, 1992, and terminating on
December 31, 1996. The agreement is automatically extended for successive
one-year terms thereafter, unless either party gives 90 days' notice prior to
the expiration of any term its intention not to renew. Concurrent with the
execution of this agreement the Company paid a $150,000 license fee which is
being amortized over the term of the

F-11
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 6 -- LICENSE AGREEMENT -- (CONTINUED)

agreement. While the Company believes that alternative software is currently
available on satisfactory terms, future termination of the Target Vision
license, in the absence of readily available software, would have a material
adverse effect on the Company.

Licensing fees paid under this agreement aggregated $93,000, $115,600 and
$126,600 for 1993, 1994 and 1995, respectively. Future minimum fees in 1996 are
$120,000.

Fees payable under the agreement are based upon the number of monitors in
service at the rate of $1,200 per monitor, per year.

NOTE 7 -- INCOME TAXES

As of January 1, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." This statement requires use of the liability method, which
records deferred income tax expense and benefits for the temporary differences
between the financial reporting basis and the tax basis of the Company's assets
and liabilities. The effect of adopting SFAS No. 109 in 1993 was not material to
operating results or financial position.

As of December 31, 1994 and 1995, the Company has cumulative operating loss
carryforwards of approximately $8,320,000 and $9,030,000, respectively, for
Federal income tax purposes available to offset future taxable income through
2010. Of this amount, approximately $710,000 is attributable to 1995, $1,670,000
is attributable to 1994 and $1,570,000 is attributable to 1993. Due to a change
in ownership as a result of the recapitalization in November 1993, the
utilization of the preownership change losses of approximately $6,400,000 are
subject to a cumulative annual limitation of approximately $150,000.

Deferred tax assets and liabilities are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1994 1995
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards..................................... $ 1,917,000 $ 2,042,000
Accrual accounting for book purposes, cash basis reporting for tax
purposes.......................................................... 127,000 151,000
Installation assets.................................................. 80,000 123,000
Covenants............................................................ 5,000 5,000
----------- -----------
2,129,000 2,321,000
Valuation allowance.................................................... (1,934,000) (2,072,000)
----------- -----------
195,000 249,000
----------- -----------
Deferred tax liabilities:
Depreciation......................................................... (128,000) (135,000)
Accrual accounting for book purposes, cash basis reporting for tax
purposes.......................................................... (67,000) (114,000)
----------- -----------
(195,000) (249,000)
----------- -----------
$ -- $ --
----------- -----------
----------- -----------
</TABLE>

F-12
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 7 -- INCOME TAXES -- (CONTINUED)

The following summarizes the change in the valuation allowance during 1993,
1994 and 1995:

<TABLE>
<CAPTION>
1993 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
Valuation allowance at January 1......................... $1,085,000 $1,458,000 $1,934,000
Valuation allowance at December 31....................... 1,458,000 1,934,000 2,072,000
---------- ---------- ----------
Increase in valuation allowance.......................... $ (373,000) $ (476,000) $ (138,000)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

Because of the Company's valuation allowance recorded in 1993, 1994 and
1995, there is no provision for Federal income taxes in any of the years
presented.

NOTE 8 -- WARRANTS

The Company issued 1,000,000 redeemable warrants each to purchase one share
of common stock in connection with the Company's initial public offering in
December 1991. The number of shares issuable upon exercise of the warrants and
the exercise price are subject to adjustment based upon certain stock
transactions as defined in the warrant agreement. The warrants could be redeemed
by the Company at any time after June 17, 1992, at $.25 per warrant subject to
certain market conditions. The warrants expired December 19, 1994.

As of December 31, 1992 and 1993, the warrants were exercisable at $5.00
per share (the initial public offering price) subject to certain adjustments.
However, the Company offered these warrants at a reduced exercise price of $1.75
from February 17, 1993, to June 28, 1993. A total of 278,348 warrants were
exercised providing net proceeds of $439,000 during the period.

Also in connection with the public offering, the Company issued warrants to
the underwriters (as adjusted for anti-dilution provisions) to purchase up to
337,838 units (each unit consisting of one share of common stock at an exercise
price of $.74 per unit and one warrant to purchase a share of stock at $1.48 as
noted above). The exercise price of these warrants was equal to or greater than
the fair market value of the common stock at the measurement date. The
underwriters warrants are exercisable during the three year period commencing
December 17, 1993. None of these warrants have been exercised.

In connection with the issuance of bridge loans in 1993, the Company has
granted certain stockholders an additional 220,000 warrants to purchase one
share of common stock at an exercise price of $2.00 or $.83, which was not less
than the fair market value of the common stock at the date the warrants were
issued. As part of a secondary offering in November 1993, the Company sold
800,000 Class B Redeemable warrants each to purchase one share of .001 par value
common stock at a price of $.20 from May 1994 until November 1996. During 1994,
6,150 of these warrants were exercised. Beginning in May 1994, these warrants
are redeemable at $.05 per warrant under certain circumstances.

In connection with the November 1993 offering, as compensation for
services, the underwriters were issued warrants to purchase 80,000 units at
$6.00 per unit. Each unit consists of six shares of common stock and a warrant
to purchase an additional share of stock for $.20. None of the warrants have
been exercised.

NOTE 9 -- STOCK TRANSACTIONS

The Company has authorized capital of 10,000,000 shares of $.001 par value
common stock; 720,000 shares of $.001 par value 5% preferred stock; and
1,280,000 shares of $.001 par value preferred stock undesignated, as of December
31, 1994 and 1995. The Company has issued 6,947,524 and 6,987,846 of $.001 par
value common stock at December 31, 1994 and 1995, respectively;

F-13
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 9 -- STOCK TRANSACTIONS -- (CONTINUED)

658,895 and 648,535 of $.001 par value preferred stock; 5% Series A at December
31, 1994 and 1995, respectively, with a liquidation value of approximately
$3,663,000 and $3,606,000 at December 31, 1994 and 1995, respectively, and no
shares issued of the $.001 par value preferred stock, undesignated, at December
31, 1994 and 1995.

Each share of the Company's 5% Series A preferred stock has a liquidation
preference of $5.56 per share, plus accrued but unpaid dividends. The dividends
were accumulated from the first anniversary of the Company's initial public
offering on December 17, 1992. In 1994 and 1995, 61,105 and 10,360 shares,
respectively, of the 5% Series A preferred stock were converted to an equal
number of common shares. In connection with these conversions, cumulative
dividends of $27,531 and $7,803 in 1994 and 1995, respectively, were paid to the
stockholders. At December 31, 1994 and 1995, dividends in arrears on the 5%
Series A preferred stock were $366,800 or $.56 per share and $542,000 or $.84
per share, respectively. The stock is senior to all preferred stock and is
convertible at the option of the holder at any time prior to redemption by the
Company, subject to certain provisions at the rate of one share of preferred for
one share of common stock, plus accrued and unpaid dividends. All accrued
dividends must be paid in cash at the time of conversion. The holders are
entitled to vote on a converted basis, together with the holders of the common
stock in all matters in which holders of common stock are entitled to vote. This
security is a common stock equivalent.

In November 1993, the Company completed a secondary offering of common
stock and warrants (see Note 8). In connection with the offering, 4,800,000
shares of common stock, providing net proceeds of $3,217,270, were issued.

In April 1995, 29,962 shares of common stock were issued to a national
advertising agency in settlement of services rendered. The services were valued
at $11,236 and were accrued in 1994.

The Company's Stock Option Plan (the Plan) provides for the grant of
qualified and non-qualified stock options to employees, consultants, and
directors of the Company to purchase in the aggregate up to 450,000 shares of
common stock. Under the Plan, the Company's Stock Option Committee has complete
discretion to establish the terms and conditions of each option, subject to the
plan provisions. The options may be exercised over a specified period not in
excess of ten years from the date of grant. As of December 31, 1993 and 1994,
non-qualified options have been granted to purchase 95,143 shares of common
stock. The exercise price of other options outstanding was reduced to $.20
during 1995. The price of $.20 per share was equal to the fair market value of
the common stock at the date of the price reduction.

Options outstanding under the above plan are as follows:

OPTION PRICE SHARES
PER SHARE UNDER OPTION
------------ ------------

Outstanding December 31, 1994................. $ 1.38-2.00 335,998
Options canceled during 1995.................. .20 (32,998)
Options granted during 1995................... .20 115,000
------------ ------------
Outstanding December 31, 1995................. $ .20 418,000
------------ ------------
------------ ------------

As of December 31, 1994 and 1995, outstanding options for 179,200 and
221,800 shares, respectively, were exercisable at prices ranging from $1.38 to
$2.00 per share in 1994 and $.20 per share in 1995. None of the options have
been exercised as of December 31, 1995. All options have been granted with an
exercise price equal to the fair market value of the common stock on the date of
the grant.

F-14
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 9 -- STOCK TRANSACTIONS -- (CONTINUED)

In May 1993, the Board of Directors approved the Company's Non-Employee
Directors Stock Option Plan. The Plan provides for the grant of non-qualified
stock options to non-officer directors of the Company to purchase in the
aggregate up to 50,000 shares of common stock.

Options are granted under the plan according to a formula based upon
attendance at Board of Directors meetings. Options are granted with an exercise
price equal to the fair market value on the date of grant and may be exercised
over a period not in excess of ten years from the date of grant. As of December
31, 1994 and 1995, 32,000 and 50,000 options, respectively, were outstanding and
exercisable at prices ranging from $.16 to $.74 per share.

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The Statement establishes financial accounting and reporting
standards for stock-based compensation and is effective for fiscal years
beginning after December 15, 1995, or upon adoption of the Statement. The
Company has not decided whether it will adopt the expense recognition provisions
of the Statement or continue to use the expense recognition provisions of
Accounting Principles Board Opinion No. 25.

NOTE 10 -- RELATED PARTY TRANSACTIONS

In March 1993, the Company obtained $250,000 in short-term loans at 10%
from certain stockholders. In May 1993, the Company extended the terms of
$101,780 in principal amount of these loans and repaid the remainder with the
net proceeds of warrants exercised during the warrant reduction period (see Note
8). In September 1993, the Company obtained an additional $200,000 in bridge
loans from stockholders at an interest rate of 10%. These amounts were repaid
with proceeds from the November 1993 stock offering. In connection with the
issuance of March and September bridge loans the Company has granted certain
stockholders 140,000 warrants to purchase one share of common stock at an
exercise price of $2.00 and 80,000 warrants to purchase one share of common
stock at $.83. The market value of the common stock was equal to or less than
the exercise price as stated in the warrants at the date they were issued.

NOTE 11 -- CONTRACT RIGHTS

On December 10, 1992, the Company purchased the rights to a contract to
install and operate interactive video at major airports in the greater New York
City area. The rights were acquired through the purchase of the stock of
TouchTel, Inc., which was an inactive company whose sole asset is the rights to
the aforementioned contract which is between TouchTel, Inc. and the New York
Port Authority. The contract can be canceled by the New York Port Authority
without cause upon 30 days notice.

During 1994, while the Company was negotiating a proposed merger, the
installation at the airports described above was halted. Because of the
protracted nature of the merger discussions, the Company has no funds available
to continue the project. The Company is currently seeking a partner, or joint
venture arrangement, to provide funds to complete the project, or identify a
buyer for the rights and equipment included in the captions of contract rights
and installations-in-process on the balance sheet. At December 31, 1994 and
1995, the Company wrote down the value of the contract rights and
installations-in-process by $400,000 and $250,000, respectively, to their
estimated net realizable value.

The ultimate realization of these assets is dependent upon the Company
obtaining funds to complete the project or obtaining a buyer for the contract
rights and related equipment. However, there is no assurance that the Company
will be successful in obtaining financing or a buyer for these assets. If the
Company is not successful, then a further write-down of the assets may be
required.

F-15
<PAGE>
METROVISION OF NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993 -- (CONTINUED)

NOTE 11 -- CONTRACT RIGHTS -- (CONTINUED)

Accordingly, no provision has been made in the financial statements for any
additional write-down that may result from this uncertainty.

NOTE 12 -- SUBSEQUENT EVENTS

On March 21, 1996, the Company and the Chicago Transit Authority (CTA)
mutually agreed to terminate operation of its video cable network. Management
does not expect this event to have an adverse effect on the Company. The
Company's anticipated 1996 revenues of approximately $60,000 relate to news
services and is expected to be reallocated to other systems. The capitalized
equipment related to this system is substantially depreciated and can be used by
the Company in other networks. The total amount is not material to the financial
statements at December 31, 1995.

On October 21, 1996, MetroVision was notified that the contract between the
Company and the New York Port Authority to install and operate interactive video
at major airports in the greater New York City area would expire on November 8,
1996. Management has not determined the effect of the contract termination on
the financial position or results of operations of the Company.

F-16
<PAGE>

METROVISION OF NORTH AMERICA, INC.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
(NOTE) (UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents......................................... $ 97,125 $ 0
Accounts receivable, net of allowances............................ 441,955 167,088
Prepaid expenses.................................................. 45,415 4,303
------------ -------------
TOTAL CURRENT ASSETS................................................ 584,495 171,391
OPERATING EQUIPMENT
Installations and equipment....................................... 3,550,257 3,259,467
Installations-in-process.......................................... 221,416 46,416
Equipment and fixtures............................................ 195,378 197,953
------------ -------------
3,967,051 3,503,836
Less: accumulated depreciation.................................... (2,223,742) (2,469,353)
------------ -------------
1,743,309 1,034,483
OTHER ASSETS........................................................ 10,846 13,600
PREPAID SOFTWARE LICENSE............................................ 36,000 9,000
CONTRACT RIGHTS..................................................... 257,761 0
------------ -------------
$ 2,632,411 $ 1,228,474
------------ -------------
------------ -------------
LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable -- trade......................................... $ 182,545 $ 137,027
Accrued salaries and commissions.................................. 133,284 149,154
Deferred Income................................................... 286,547 132,807
Accrued expenses.................................................. 66,905 40,698
Current portion of notes payable to stockholders.................. 96,000 76,000
Loans to Officers and Directors................................... 0 59,506
------------ -------------
TOTAL CURRENT LIABILITIES........................................... 765,281 595,192
PREFERRED STOCK, 5% SERIES A........................................ 649 649
COMMON STOCKHOLDERS' EQUITY
Common stock, Class A............................................. 6,987 6,987
Capital in excess of par value.................................... 13,385,979 13,385,979
Retained deficit.................................................. (11,526,485) (12,760,333)
------------ -------------
TOTAL COMMON STOCKHOLDERS' EQUITY................................... 1,866,481 632,633
------------ -------------
$ 2,632,411 $ 1,228,474
------------ -------------
------------ -------------
</TABLE>

- ------------------
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. See notes to condensed
consolidated financial statements.

F-17
<PAGE>

METROVISION OF NORTH AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
---------------------- --------------------------
1995 1996 1995 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
GROSS REVENUES....................................... $ 242,111 $ 172,591 $ 1,119,985 $ 703,194
Less: agency commissions............................. (19,685) (6,163) (57,184) (19,037)
--------- --------- ----------- -----------
NET REVENUES......................................... 222,426 166,428 1,062,801 684,157
OPERATING COSTS AND EXPENSES
Cost of sales...................................... 75,307 62,356 485,610 285,744
Selling, general, and administrative............... 252,461 187,723 773,768 617,041
--------- --------- ----------- -----------
327,768 250,079 1,259,378 902,785
--------- --------- ----------- -----------
OPERATING LOSS BEFORE DEPRECIATION AND AMORTIZATION.. (105,342) (83,651) (196,577) (218,628)
Depreciation and amortization...................... 161,500 75,000 484,500 398,000
Write Down of Contract Rights and Installation
Assets.......................................... 0 607,761 0 607,761
--------- --------- ----------- -----------
LOSS FROM OPERATIONS................................. (266,842) (766,412) (681,077) (1,224,389)
Interest income................................. 935 222 5,909 514
Interest expense................................ (1,981) (6,235) (6,018) (9,973)
--------- --------- ----------- -----------
NET LOSS............................................. (267,888) (772,425) (681,186) (1,233,848)
Less: Preferred stock dividend requirements.......... 45,793 45,041 137,379 135,123
--------- --------- ----------- -----------
NET LOSS APPLICABLE TO COMMON STOCK.................. $(313,681) $(817,466) $ (818,565) $(1,368,971)
--------- --------- ----------- -----------
--------- --------- ----------- -----------
NET LOSS PER COMMON SHARE............................ $ (0.05) $ (0.13) $ (0.14) $ (0.22)
--------- --------- ----------- -----------
--------- --------- ----------- -----------
WEIGHTED AVERAGE NUMBER OF SHARES.................... 6,073,829 6,194,965 5,964,440 6,299,083
--------- --------- ----------- -----------
--------- --------- ----------- -----------
</TABLE>

See notes to condensed consolidated financial statements.

F-18
<PAGE>

METROVISION OF NORTH AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1995 1996
--------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................................................... $(681,186) $(1,233,848)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for depreciation and amortization.................................... 484,500 398,000
Write down of contract rights and installation assets.......................... 0 607,761
Loss on sale of equipment...................................................... 0 611
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable (net)............................ (300,124) 274,867
Decrease in prepaid expenses and other assets............................... 7,604 38,358
Increase/(decrease) in accounts payable and other accrued expenses.......... 210,714 (209,595)
--------- -----------
NET CASH USED IN OPERATING ACTIVITIES............................................... (278,492) (123,846)
--------- -----------
INVESTING ACTIVITIES
Capital expenditures for operating equipment...................................... (84,640) (15,285)
Proceeds from sale of equipment................................................... 0 2,500
--------- -----------
NET CASH USED IN INVESTING ACTIVITIES............................................... (84,640) (12,785)
--------- -----------
FINANCING ACTIVITIES
Payments of Dividends............................................................. (7,803) 0
Proceeds from loans to officers and directors..................................... -- 70,000
Principal payments on loans to officers and directors............................. 0 (10,494)
Principal payments on notes to former stockholders................................ 0 (20,000)
--------- -----------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES................................. (7,803) 39,506
--------- -----------
(370,935) (97,125)
Cash and cash equivalents at beginning of period.................................. 400,716 97,125
--------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.......................................... $ 29,781 $ 0
--------- -----------
--------- -----------
</TABLE>

See notes to condensed consolidated financial statements.

F-19
<PAGE>

METROVISION OF NORTH AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SEPTEMBER 30, 1996

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1995.

NOTE B -- SUBSEQUENT EVENTS

On November 6, 1996, the Company received net proceeds of approximately
$51,000 as a result of the exercise of outstanding redeemable common stock
purchase warrants. In connection with the exercise of these warrants the company
issued a total of 253,965 shares of it's common stock.

On October 23, 1996, an action was filed seeking a judgement against the
company regarding a past due note of approximately $76,000 plus accrued interest
and attorney fees. The Company is currently attempting to negotiate a settlement
with the noteholder.

NOTE C -- RELATED PARTY TRANSACTIONS

On July 10, 1996 certain officers and directors loaned the Company $25,000
at 10% interest per annum with principal and accrued interest due no later than
November 1, 1996. In connection with this borrowing the Company issued to the
lenders warrants to purchase 69,000 shares of common stock at an exercise price
of $.15625 per share, which approximated its market price; therefore, no value
was attributed to the warrants. As of November 13, 1996, the Company has not
repaid these loans.

In September, 1996, certain officers and directors loaned the Company
$45,000 at 10% interest per annum with principal and accrued interest due no
later than December 1, 1996. In connection with this borrowing the Company
issued to the lenders warrants to purchase 132,200 shares of common stock at an
exercise price of $.20 per share, which approximated its market price;
therefore, no value was attributed to the warrants.

NOTE D -- ASSET IMPAIRMENT

In the third quarter of 1996, the Company recorded a charge of $607,761 to
reduce the carrying value of certain purchased contract rights, and installation
equipment for the New York area airports and The Massachusetts Bay Transit
Authority ("MBTA") project to their net realizable value. Pursuant to the
notification by the Port Authority of it's intent to terminate the New York area
airport contract and the Company's decision to halt construction of the MBTA
installation related to litigation and the inability to generate significant
revenues, the Company has recorded a charge to recognize the impairment in the
value of these long lived assets.

F-20
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994

TOGETHER WITH

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

F-21
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholder of
York Hannover Pharmaceuticals, Inc.:

We have audited the accompanying balance sheets of YORK HANNOVER
PHARMACEUTICALS, INC. (a Florida corporation) as of December 31, 1995 and 1994,
and the related statements of income and stockholder's deficit and cash flows
for the years 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 audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of York Hannover
Pharmaceuticals, Inc. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Nashville, Tennessee
August 14, 1996

F-22
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................................... $ 15,916 $ 15,001
Marketable securities............................................................. 67,823 --
Accounts receivable, less allowance for doubtful accounts of $522,960 and
$376,655, respectively......................................................... 111,538 879,346
Inventory and other............................................................... -- 250,060
---------- ----------
Total current assets........................................................ 195,277 1,144,407
---------- ----------
FURNITURE AND EQUIPMENT, at cost:................................................... -- 251,026
Less accumulated depreciation..................................................... -- (82,171)
---------- ----------
Net furniture and equipment................................................. -- 168,855
---------- ----------

OTHER ASSETS:
Investment in York Hannover Partnership........................................... 553,334 --
Due from York Hannover Partnership................................................ 105,468 --
Due from related parties.......................................................... 244,372 --
Due from affiliates and other..................................................... -- 21,400
Non-current deferred tax asset.................................................... 141,876 --
---------- ----------
Total other assets.......................................................... 1,045,050 21,400
---------- ----------
TOTAL ASSETS........................................................................ $1,240,327 $1,334,662
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt................................................. $ 173,878 $ 771,303
Accounts payable.................................................................. -- 220,717
Accrued expenses.................................................................. 213,863 118,094
---------- ----------
Total current liabilities................................................... 387,741 1,110,114
---------- ----------

LONG-TERM DEBT, less current portion................................................ 2,179,877 1,923,878

DEFERRED REVENUE, net of accumulated amortization of $55,476........................ 876,524 --

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S DEFICIT:
Common stock, $.10 par value, 10,000 shares authorized, 1,000 shares issued and
outstanding.................................................................... 100 100
Accumulated deficit............................................................... (2,203,915) (1,699,430)
---------- ----------
TOTAL STOCKHOLDER'S DEFICIT......................................................... (2,203,815) (1,699,330)
---------- ----------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT......................................... $1,240,327 $1,334,662
---------- ----------
---------- ----------
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-23

<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

STATEMENTS OF INCOME AND STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
REVENUES:
Net patient revenues............................................................ $ 2,672,878 $ 4,260,145
Equity in earnings of York Hannover Partnership................................. 103,696 --
Other revenues.................................................................. 173,554 --
----------- -----------
Total revenues............................................................ 2,950,128 4,260,145
----------- -----------

EXPENSES:
Cost of patient revenues........................................................ 1,391,588 2,396,158
Salaries, wages and benefits.................................................... 502,152 705,121
General and administrative...................................................... 314,994 202,984
Management fees................................................................. 488,500 180,000
Provision for uncollectible accounts............................................ 240,582 40,380
Depreciation and amortization................................................... 45,075 82,171
Interest expense................................................................ 289,830 318,662
----------- -----------
Total expenses............................................................ 3,272,721 3,925,476
----------- -----------

NET INCOME (LOSS) BEFORE INCOME TAXES............................................. (322,593) 334,669

INCOME TAX PROVISION.............................................................. -- --
----------- -----------

NET INCOME (LOSS)................................................................. (322,593) 334,669

STOCKHOLDER'S DEFICIT, beginning of period........................................ (1,699,430) (2,034,099)

DISTRIBUTION TO STOCKHOLDER....................................................... (181,892) --
----------- -----------

STOCKHOLDER'S DEFICIT, end of period.............................................. $(2,203,915) $(1,699,430)
----------- -----------
----------- -----------
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-24
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
(INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS)

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................................... $(322,593) $ 334,669
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization.................................................... 45,075 82,171
Amortization of deferred revenue................................................. (55,476) --
Equity in earnings of York Hannover Partnership.................................. (103,696) --
Changes in assets and liabilities:
Receivables, net.............................................................. 767,808 (554,369)
Noncurrent deferred tax asset................................................. (141,876) --
Inventory and other........................................................... (62,674) (51,783)
Accounts payable.............................................................. (220,717) 108,356
Accrued expenses.............................................................. 95,769 67,740
--------- ---------
Net cash used in operating activities............................................ 1,620 (13,216)
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Non-compete agreement............................................................... 932,000 --
Loans to York Hannover Partnership.................................................. (105,468) --
Loans to related parties............................................................ (244,372) --
Payments received on loans to affiliates............................................ 21,400 --
Purchases of marketable securities.................................................. (67,823) --
Furniture and equipment, net........................................................ (13,124) (3,243)
--------- ---------
Net cash provided by (used in) investing activities.............................. 522,613 (3,243)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt borrowings..................................... (771,303) (17,882)
Long-term debt borrowings........................................................... 429,877 --
Distribution to stockholder......................................................... (181,892) --
--------- ---------
Net cash used in financing activities............................................ (523,318) (17,882)
--------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................................. 915 (34,341)

CASH AND CASH EQUIVALENTS, beginning of year.......................................... 15,001 49,342
--------- ---------

CASH AND CASH EQUIVALENTS, end of year................................................ $ 15,916 $ 15,001
--------- ---------
--------- ---------
SUPPLEMENTAL INFORMATION:
Cash payments of interest expense................................................... $ 293,413 $ 270,391
--------- ---------
--------- ---------

</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-25

<PAGE>
YORK HANOVER PHARAMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The financial statements include the accounts of York Hannover
Pharmaceuticals, Inc. ("the Company"), a wholly-owned subsidiary of Stockbridge
Investment Partners, Inc. ("SIP"). The Company was purchased by SIP from
Progressive Investments International, Inc. on December 17, 1993. Prior to
August 1, 1995, the Company provided institutional pharmacy services, infusion
therapy, urological, enteral and general medical supplies to licensed nursing
facilities, hospitals, correction facilities and retirement facilities
throughout the State of Florida. As discussed in Note 3, effective August 1,
1995, the Company formed a partnership ("York Hannover Partnership" or "the
Partnership") with United Professional Companies, Inc. ("UPC") whereby the
Company and UPC each contributed property and equipment, inventory and existing
contracts with nursing facilities to provide services and products. The Company
accounts for its 40% interest in the Partnership under the equity method of
accounting. The Company provides certain billing services to the Partnership for
which the Company receives 7.5% of amounts billed.

The accompanying financial statements have been prepared on the accrual
basis of accounting under the assumption that the Company will continue as a
going concern. The Company experienced a loss from operations in 1995 and had
negative stockholder's equity as of December 31, 1995. Management anticipates
that it will be able to negotiate an extension of the maturity date of the
Promissory note payable to National HealthCare L.P. ("NHCLP") (see Note 4).
While management believes it will be able to accomplish such an extension, there
can be no assurance that a successful extension will be completed. In the event
that management"s extension efforts are not successful, management believes that
the Company will be able to generate sufficient cash to meet debt requirements
and to finance ongoing operations through alternative sources of financing or
through the sale of the Company"s interest in the Partnership.

Use of Estimates

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

Operational Management

Effective January 1, 1995, the operations of the Company are being managed
by Lenox Healthcare, Inc. ("Lenox") for a management fee of $30,000 per month.

During 1994 and through September 17, 1995, the Company paid management
fees of $15,000 per month to Nutritional Support Services L.P. ("NSS"), a
subsidiary of NHCLP. Accordingly, in 1995 and 1994, the Company paid $128,500
and $180,000, respectively, in management fees to NSS. The management agreement
with NSS was terminated on September 17, 1995.

Revenues

Net patient revenues represent revenues generated prior to August 1, 1995
from the sale of institutional pharmacy services, infusion therapy, urological,
enteral and general medical supplies to licensed nursing facilities, hospitals,
correction facilities and retirement facilities throughout the State of Florida.
Prior to August 1, 1995, the Company received payment for the sale of certain
supplies to patients covered by Medicare and the Florida Medicaid programs.
Revenues generated from patients covered by Medicare and the Florida Medicaid
programs are based on reasonable charge reimbursement principles and are not
subject to "cost" limitations. In the opinion of management, adequate provision
has been made for any adjustments that may result from reviews by the Medicare
and Medicaid programs. Approximately 84% of revenues in 1995 were to patients in
nursing facilities owned by SIP.

F-26
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 -- (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)

Marketable Securities

Marketable securities approximate fair value based on quoted market prices.
Management has classified the securities as available for sale.

Inventory

All inventories as of December 31, 1994 were priced at the lower of cost
(on a first-in, first-out basis) or market.

Furniture and Equipment

Prior to August 1, 1995, the Company's furniture and equipment were
depreciated using the straight-line method over the estimated useful lives of
the assets. The estimated useful lives were from 3 to 10 years.

Concentration of Credit Risks

The Company's credit risks primarily relate to cash and cash equivalents
and receivables. Cash and cash equivalents are primarily held in bank accounts.
Receivables consist primarily of amounts due from patients in the state of
Florida and from the Medicare and Florida Medicaid programs. The Company
maintains allowances for uncollectible accounts on these receivables.

Cash Equivalents

Cash equivalents include highly liquid investments with an original
maturity of less than three months.

2. RELATED PARTIES

Lenox, Pinellas Healthcare Investors, Inc. ("Pinellas") and Monterey
Investments, Inc. ("Monterey") are related parties to the Company as the
majority stockholders of these entities are also the majority stockholders of
SIP. Net amounts due to or from related parties as of December 31, 1995 consist
of the following:

DECEMBER 31,
1995
------------

Due from York Hannover Partnership.......................... $105,468
------------
------------
Due from related parties -- noncurrent:
Pinellas Healthcare Investors, Inc........................ $235,000
Monterey Investments, Inc................................. 9,372
------------
$244,372
------------
------------

The Company's management believes that all amounts owed to the Company by
related parties will be paid in full and that related receivables are
realizable.

See Note 1 for discussion of management fees paid to Lenox during 1995 and
see Note 3 for discussion of the Company's relationship with York Hannover
Partnership.

F-27
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 -- (CONTINUED)

3. INVESTMENT IN YORK HANNOVER PARTNERSHIP

Effective August 1, 1995, the Company formed a partnership with UPC for the
purpose of operating a business which provides institutional pharmacy, infusion
therapy, third-party billing, medical equipment and supplies, respiratory
therapy and other services. Pursuant to the terms of the partnership agreement,
the Company contributed to the Partnership all of its furniture and equipment,
inventory and existing contracts with nursing facilities to provide services and
products. UPC also contributed certain property and equipment, inventory, cash
and existing contracts to the Partnership. The total net book value of assets
contributed by the Company was $449,638 as of the date of contribution. The
Company's investment in the Partnership, as determined using the equity method,
has increased to $553,334 as of December 31, 1995. The Company received a 40%
interest in the Partnership and also received $932,000 for entering into a
covenant not to compete. Cash proceeds of $750,000 from the covenant not to
compete were used to reduce the promissory note payable to NHCLP as discussed in
Note 4. The covenant not to compete is currently being amortized over the
covenant life which is seven years.

The Company and UPC will provide working capital funding to the
Partnership, as required, in proportion to their respective ownership interests.
During 1995, the Company loaned $80,000 to the Partnership for working capital
purposes. The Company has a right to priority distributions of its share of
Partnership net income limited to the lesser of $300,000 or the amount of annual
interest expense due on the promissory note payable to NHCLP (see Note 4). Under
the Partnership Agreement, the priority distributions are to be used for the
sole purpose of paying interest due on the promissory note payable to NHCLP. The
priority distributions are subject to the availability of Partnership cash. No
distributions were made by the Partnership during 1995. The Company and UPC each
provide certain management services to the Partnership. The Company provides
certain billing services to the Partnership for which the Company receives 7.5%
of amounts billed. As of December 31, 1995, the Partnership owes $25,468 to the
Company primarily as a result of billing services. The Company has an option to
sell its interest in the Partnership to UPC (the "Put Option") at fair market
value at the Put Option exercise date. The Put Option can be exercised by the
Company at any date subsequent to the termination of the Partnership and upon
180 days written notice to UPC. The Partnership has a minimum term of five
years.

The Company pledged its interest in the Partnership as collateral for the
remaining balance due under the promissory note payable to NHCLP.

The following unaudited pro forma income statement information for the
Company is presented as though the Partnership had been entered into on January
1, 1995. The unaudited pro forma information is presented for informational
purposes only and is not necessarily indicative of the operating results that
would have occurred had the Partnership been consummated on January 1, 1995, nor
are they necessarily indicative of future operating results.

YEAR ENDED
DECEMBER 31,
1995
------------
UNAUDITED
------------

Equity in earnings of York Hannover Partnership.............. $ 266,012
Other revenues............................................... 207,337
Other expenses............................................... (649,830)
------------
Net loss before income taxes................................. (176,481)
Income tax provision......................................... --
------------
Net loss..................................................... $ (176,481)
------------
------------

F-28
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 -- (CONTINUED)

3. INVESTMENT IN YORK HANNOVER PARTNERSHIP -- (CONTINUED)
Other revenues in the above unaudited pro forma income statement includes a
full year of amortization revenue from the not to compete agreement and a full
year of revenue from billing services provided to the Partnership. Other
expenses includes management fees paid to Lenox and interest expense incurred by
the Company during 1995.

Summary financial statements of the Partnership as of and for the five
months ended December 31, 1995 are as follows:

DECEMBER 31,
1995
------------

BALANCE SHEET

Accounts receivable............................................ $ 1,142,412
Inventory...................................................... 495,350
Cash........................................................... 109,086
Other current assets........................................... 19,069
Net property, plant and equipment.............................. 589,726
-----------
Total assets........................................... $ 2,355,643
-----------
-----------
Working capital loans -- due to the Company and UPC............ $ 200,000
Accounts payable............................................... 243,657
Due to the Company............................................. 25,468
Due to UPC..................................................... 40,431
Accrued expenses............................................... 87,869
Current portion of promissory note payable..................... 14,625
Promissory note payable........................................ 360,254
Partners' capital.............................................. 1,383,339
-----------
Total liabilities and partners' capital................ $ 2,355,643
-----------
-----------

INCOME STATEMENT

Revenues....................................................... $ 2,563,354
Cost of sales.................................................. (1,348,470)
-----------
Gross profit................................................... 1,214,884
Expenses....................................................... (955,643)
-----------
Net income............................................. $ 259,241
-----------
-----------

4. LONG-TERM DEBT

Long-term debt at December 31, 1995 and 1994 was composed of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
---------- ----------
<S> <C> <C>
Promissory note payable to NHCLP......................................... $1,950,000 $2,500,000
Line of credit promissory note payable to NHCLP.......................... 229,877 --
Other notes -- interest at 9% and principal due in equal monthly
installments with remaining balance due on December 1, 1996............ 173,878 195,181
---------- ----------
2,353,755 2,695,181
Less current portion..................................................... (173,878) (771,303)
---------- ----------
$2,179,877 $1,923,878
---------- ----------
---------- ----------
</TABLE>

F-29
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 -- (CONTINUED)

4. LONG-TERM DEBT -- (CONTINUED)

During 1993, the Company entered into a $2,500,000 promissory note ("the
Promissory Note") with NHCLP. The Promissory Note was scheduled to mature on
September 17, 1995. During 1995, the Promissory Note was restructured and the
maturity date was extended to January 17, 1999 with certain incentives for the
Company if the debt was prepaid on or before January of 1997. However, as a
result of certain covenants included in the restructured Promissory Note, the
Company's failure to pay the Promissory Note on or before January 17, 1997 will
result in a default. As such, the Promissory Note is disclosed as due during
1997 in the schedule of the principal maturity of long-term debt. Interest
accrues at 12% and is payable monthly with the entire principal due on January
17, 1997.

During 1995, the Company entered into a line of credit promissory note
("the LOC Note") with NHCLP. The LOC Note matures on January 17, 1997. Interest
accrues at 12% and is payable monthly with the entire principal due on January
17, 1997. No additional borrowings are available under the LOC Note.

The Promissory Note and the LOC Note are secured by all of the assets of
the Company, including the Company's interest in the Partnership, the personal
guarantees of two stockholders of SIP, and certain assets of SIP and Monterey.

All of the assets of the Company are pledged as collateral on a line of
credit owed by SIP to NHCLP. The outstanding balance owed by SIP to NHCLP under
this line of credit was $1,913,163 as of December 31, 1995.

A schedule of the principal maturity of long-term debt for the years
subsequent to December 31, 1995 is as follows:

1996....................................................... $ 173,878
1997....................................................... 2,179,877

5. INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"). This statement requires that the asset and liability method be used in
calculating the prepaid or deferred tax position of the Company. Accordingly,
deferred or prepaid taxes are based on the difference between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect in the years the differences are expected to reverse. The net deferred
tax assets, at 38% of the respective amount, as of December 31, 1995 and 1994
are as follows:

DECEMBER 31,
----------------------
1995 1994
--------- ---------

Current Deferred Asset:
Asset and Liability Accounts.................... $ 196,790 $ 113,731
Less Valuation Allowance........................ (196,790) (113,731)
--------- ---------
$ -- $ --
--------- ---------
--------- ---------
Non-Current Deferred Asset:
Asset and Liability Accounts.................... $ 329,836 $ 115,714
Net operating loss carryforwards................ -- 45,555
--------- ---------
329,836 161,269
Less Valuation Allowance........................ (187,960) (161,269)
--------- ---------
$ 141,876 $ --
--------- ---------
--------- ---------

F-30
<PAGE>
YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 -- (CONTINUED)

5. INCOME TAXES -- (CONTINUED)

In estimating the future tax consequences under SFAS 109, the Company
considers expected future events and the existence of sufficient taxable income.
Due to an operating loss in 1995, sufficient taxable income is not anticipated
to utilize all of the deferred tax assets. Therefore, a valuation allowance has
been recorded to fully reserve for the net current tax asset and to partially
reserve for the net non-current tax asset.

The current deferred asset primarily relates to accounts receivable
reserves not deducted for tax purposes. The non-current deferred asset as of
December 31, 1995 relates primarily to non-compete agreement revenue which is
not yet recognized for financial reporting purposes.

The Company uses the separate return method in determining the deferred and
current tax benefit or expense and related valuation allowance to be recorded.
Under the separate return method, the determination of the tax benefit or
expense and related valuation allowance is based on what the Company's tax
benefit or expense and related valuation allowance would have been had the
Company filed a separate tax return.

6. COMMITMENTS AND CONTINGENCIES

During 1994 and through February 1, 1995, the Company assumed certain risks
related to worker's compensation insurance claims of its employees. The Company
is still liable for any worker's compensation claims which may have been
incurred but not reported prior to February 1, 1995. In the opinion of
management, no additional worker's compensation claims which were incurred prior
to February 1, 1995 are expected to be filed. During March of 1995, the Company
obtained a bond which will pay up to $250,000 of any future worker's
compensation claims.

7. EVENT SUBSEQUENT TO YEAR END (UNAUDITED)

On May 10, 1996, SIP and the Company entered into a merger agreement with
MetroVision of North America, Inc. ("MetroVision"). MetroVision owns and
operates a video cable network for the mass transit industry, under contracts
ranging from five to seven years, for the purpose of providing information and
selling advertising. In addition, MetroVision installs, under contract, video
equipment in certain mass transit locations.

Under the terms of the merger agreement, the Company will distribute all of
its assets and liabilities to SIP prior to the merger except for its 40%
interest in the Partnership and its outstanding debt under the NHCLP Promissory
Note and related accrued interest. Pursuant to the agreement, SIP will exchange
all outstanding common stock of the Company with MetroVision for 4,000,000 newly
issued registered shares of MetroVision. As a condition of the merger,
MetroVision will complete a 4.6 to 1 reverse split of its common stock, reducing
the number of MetroVision shares outstanding on a post merger basis. SIP will
also be granted warrants to purchase 1,500,000 shares of common stock in the
post merger MetroVision. The Company anticipates that the merger will be
completed during April 1997.

F-31
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.
UNAUDITED FINANCIAL STATEMENTS

CONDENSED BALANCE SHEET

SEPTEMBER 30,
1996
-------------
(UNAUDITED)
ASSETS

CURRENT ASSETS

Cash and cash equivalents.......................... $ 55,129
Accounts receivable................................ 3,263
Marketable Securities.............................. 436,012
-------------
TOTAL CURRENT ASSETS................................. 494,404

OTHER ASSETS
Investment in York Hannover Partnership............ 656,089
Due from York Hannover Partnership................. 97,409
Due from related parties........................... 245,266
Non-current deferred tax asset..................... 141,876
-------------
TOTAL OTHER ASSETS................................... 1,140,640
-------------
TOTAL ASSETS......................................... $ 1,635,044
-------------
-------------

LIABILITIES and STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES
Accounts payable................................... $ 260,270
Accrued expenses................................... 395,521
Short-term debt.................................... 2,106,609
Due to Affiliates.................................. 367,457
-------------
TOTAL CURRENT LIABILITIES............................ 3,129,857

LONG-TERM DEBT, less current portion................. 0

DEFERRED REVENUE..................................... 776,667
STOCKHOLDER'S DEFICIT
Common stock....................................... 100
Accumulated deficit................................ (2,271,580)
-------------
TOTAL STOCKHOLDER'S DEFICIT.......................... (2,271,480)
-------------
$ 1,635,044
-------------
-------------

F-32
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF INCOME AND STOCKHOLDER'S DEFICIT
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1996 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net patient revenues............................. $ 302,604 $ 0 $ 2,673,311 $ 0

Other revenue, including equity in earnings of
York Hannover Partnership...................... 86,659 135,723 86,659 398,521
----------- ----------- ----------- -----------
NET REVENUES..................................... 389,263 135,723 2,759,970 398,521

OPERATING COSTS AND EXPENSES
Cost of patient revenues....................... 153,562 0 1,374,772 0
Selling, general, and administrative........... 423,678 19,852 1,362,411 251,743
Depreciation and amortization.................. 6,923 0 45,075 0
Interest expense............................... 65,685 74,620 227,298 214,442
----------- ----------- ----------- -----------
TOTAL EXPENSES................................... 649,848 94,472 3,009,556 466,185
----------- ----------- ----------- -----------

NET INCOME (LOSS)................................ (260,585) 41,251 (249,586) (67,664)

STOCKHOLDER'S DEFICIT, BEGINNING OF PERIOD....... (1,688,431) (2,312,830) (1,699,430) (2,203,915)
----------- ----------- ----------- -----------
STOCKHOLDER'S DEFICIT, END OF PERIOD............. $(1,949,016) $(2,271,579) $(1,949,016) $(2,271,579)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

See notes to condensed financial statements.

F-33
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1995 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss......................................................................... $(249,586) $ (67,665)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for depreciation.................................................... 45,075 0
Amortization of deferred revenue.............................................. (22,190) (99,858)
Equity in earnings of York Hannover Partnership............................... (47,398) (232,755)
Changes in operating assets and liabilities:
Decrease in accounts receivable (net)................................... 527,135 108,275
Decrease in inventory and other assets.................................. 62,674 8,059
Increase/(decrease) in accounts payable and other accrued expenses...... (272,305) 441,929
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES..................................... 43,405 157,985
--------- ---------

INVESTING ACTIVITIES
Proceeds from Noncompete agreement............................................ 932,000 0
Proceeds from Priority Distributions.......................................... 0 130,000
Proceeds from repayment of loans from Affiliates.............................. 1,400 0
Loans to related parties...................................................... (103,339) (894)
Purchases of Marketable Securities............................................ (67,823) (732)
Capital expenditures for Furniture and Equipment.............................. (13,124) 0
--------- ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES..................................... 749,114 128,374
--------- ---------

FINANCING ACTIVITIES
Principal Payments on Long-Term Debt Borrowings.................................. (767,762) 0
Principal Payments on Short-Term Debt Borrowings................................. 0 (247,146)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES............................................ (767,762) (247,146)
--------- ---------
24,757 39,213
Cash and cash equivalents at beginning of period................................... 15,001 15,916
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................... $ 39,758 $ 55,129
--------- ---------
--------- ---------
SUPPLEMENTAL INFORMATION:
Cash paid for interest........................................................... $ 218,060 $ 32,783
--------- ---------
--------- ---------
</TABLE>

See notes to condensed financial statements.

F-34
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

SEPTEMBER 30, 1996

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further information, refer to
the condensed financial statements and footnotes thereto included in York
Hannover's audited financial statements for the year ended December 31, 1995.

NOTE B -- CHANGE IN YORK HANNOVER'S OPERATIONS

The financial statements for the three month and nine month periods ended
September 30, 1995 reflect York Hannover's former business of dispensing
prescription and non-prescription medications and providing infusion therapy,
medical supplies and enteral and urological products primarily to long term care
nursing facilities. On August 1, 1995 York Hannover's operations ceased when it
contributed its operating assets to York Hannover Partnership, a joint venture
formed with United Professional Companies, Inc., a subsidiary of United Health
Inc. The financial statements for the three and nine month periods ended
September 30, 1996 are consistent with the change in the nature of the
operations and associated revenue sources.

NOTE C -- SHORT TERM DEBT

Short term debt at September 30, 1996 was composed of the following:

SEPTEMBER 30,
1996
-------------

Promissory note payable....................................... $ 1,950,000
Notes payable to former shareholders.......................... 156,609
-------------
Total short-term debt......................................... $ 2,106,609

As of December 31, 1995, York Hannover's promissory note payable and line
of credit promissory note payable to National HealthCare L.P. were classified as
long-term debt. However, since the National HealthCare L.P. debt matures in
September, 1997 it has been reclassified to short-term debt.

NOTE D -- INVESTMENT IN YORK HANNOVER PARTNERSHIP

Effective August 1, 1995, York Hannover formed a partnership with United
Professional Companies, Inc. for the purpose of operating a business which
provides institutional pharmacy, infusion therapy, third party billing, medical
equipment and supplies and other services. Pursuant to the terms of the
partnership agreement, York Hannover contributed to the partnership all of its
furniture and equipment, inventory and existing contracts with nursing
facilities to provide services and

F-35
<PAGE>

YORK HANNOVER PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)

products. York Hannover's 40% interest in the Partnership is recorded using the
equity method of accounting.

NOTE E -- AMOUNTS DUE FROM RELATED PARTIES

Pinellas Healthcare Investors, Inc. and Monterey Investments, Inc. are
related parties to York Hannover as the majority shareholders of these entities
are also the majority shareholders of York Hannover. Net amounts due from
related parties as of September 30, 1996 consist of the following:

SEPTEMBER 30,
1996
-------------

Due from York Hannover Partnership......................... $ 97,409
---------
Due from related parties -- noncurrent:
Pinellas HealthCare Investors, Inc....................... 235,000
Monterey Investments, Inc................................ 10,266
---------
$ 245,266

York Hannover's management believes all monies due by related parties will
be paid in full and that all related receivables are realizable.

NOTE F -- RELATED PARTY TRANSACTIONS

On September 25, 1996 Stockbridge Investment Partners, Inc., parent company
to York Hannover, transferred 59,386 shares of Star Multi Care Services, Inc.
common stock to the company valued at approximately $367,000.

NOTE G -- MERGER AGREEMENT

On May 10, 1996, York Hannover entered into a merger agreement with
MetroVision of North America, Inc. ("MetroVision"). MetroVision owns and
operates a video cable network for the mass transit industry, under contracts
ranging from five to seven years, for the purpose of providing information and
selling advertising. In addition, MetroVision installs, under contract, video
equipment in certain mass transit locations.

Under the terms of the merger agreement, the Company will distribute all of
its assets and liabilities to Stockbridge Investment Partners, Inc. prior to the
merger except for its 40% interest in the Partnership and its outstanding debt
under the NHCLP Promissory Note and related accrued interest. Pursuant to the
agreement, Stockbridge will exchange all outstanding common stock of the Company
with MetroVision for 4,000,000 newly issued registered shares of MetroVision. As
a condition of the merger, MetroVision will complete a 4.6 to 1 reverse split of
its common stock, reducing the number of MetroVision shares outstanding on a
post merger basis. Stockbridge will also be granted warrants to purchase
1,500,000 shares of common stock in the post merger MetroVision.

The following unaudited pro forma balance sheet information for the Company
is presented as though the merger with MetroVision had been consummated on
September 30, 1996. The unaudited pro forma information is presented for
informational purposes only.

F-36
<PAGE>

BALANCE SHEET

<TABLE>
<CAPTION>
SEPTEMBER 30,
1996
-------------
(UNAUDITED)
-------------

Assets
<S> <C>
Current assets......................................................... $ 171,000
Property and equipment, net............................................ 1,005,000
Other assets........................................................... 675,000
-------------
Total assets...................................................... 1,851,000
-------------
-------------

Liabilities and Stockholder's Equity

Current liabilities, excluding short-term debt......................... 690,000
Short-term debt........................................................ 2,085,000
Preferred stock........................................................ 1,000
Total common stockholder's equity...................................... (925,000)
-------------
Total common liabilities and stockholder's equity................. $ 1,851,000
-------------
-------------
</TABLE>

NOTE H -- SUBSEQUENT EVENTS

On January 24, 1997, York Hannover Pharmaceuticals and National HealthCare
L.P. entered into an agreement to extend the maturity date of the promissory
note payable in the amount of $1,950,000 to September 30, 1997.

Subsequent to September 30, 1996 and through January 31, 1997 York Hannover
Pharmaceuticals has received additional priority distributions from the
Partnership amounting to $170,000.

F-37
<PAGE>

YORK HANNOVER PARTNERSHIP

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995

TOGETHER WITH

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

F-38
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
York Hannover Partnership:

We have audited the accompanying balance sheet of YORK HANNOVER PARTNERSHIP
(a Wisconsin general partnership) as of December 31, 1995, and the related
statements of income, partners' capital, and cash flows for the five month
period then ended. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of York Hannover Partnership as
of December 31, 1995, and the results of its operations and its cash flows for
the five month period then ended in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Nashville, Tennessee
August 14, 1996

F-39
<PAGE>

YORK HANNOVER PARTNERSHIP
BALANCE SHEET
DECEMBER 31, 1995

<TABLE>
ASSETS

CURRENT ASSETS:
<S> <C>
Cash and cash equivalents.............................................. $ 109,086
Accounts receivable, less allowance for doubtful accounts of $60,070... 1,142,412
Inventory.............................................................. 495,350
Other current assets................................................... 19,069
----------
Total current assets................................................ 1,765,917
----------
PROPERTY AND EQUIPMENT:
Furniture and equipment................................................ 231,203
Construction in progress............................................... 389,879
----------
621,082
Accumulated depreciation............................................... (31,356)
----------
Property and equipment, net......................................... 589,726
----------
Total assets........................................................ $2,355,643
----------
----------

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
Working capital note payable to York Hannover Pharmaceuticals, Inc..... $ 80,000
Working capital note payable to United Professional Companies, Inc..... 120,000
Accounts payable....................................................... 243,657
Accrued expenses....................................................... 87,869
Due to York Hannover Pharmaceuticals, Inc.............................. 25,468
Due to United Professional Companies, Inc.............................. 40,431
Current portion of promissory note payable to United Health, Inc....... 14,625
----------
Total current liabilities........................................... 612,050
----------
PROMISSORY NOTE PAYABLE TO UNITED HEALTH, INC............................ 360,254
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL........................................................ 1,383,339
----------
Total liabilities and partners' capital............................. $2,355,643
----------
----------
</TABLE>

The accompanying notes to financial statements are an integral part of this
balance sheet.

F-40
<PAGE>

YORK HANNOVER PARTNERSHIP
STATEMENT OF INCOME
FOR THE FIVE MONTH PERIOD ENDED DECEMBER 31, 1995

REVENUES..................................................... $2,563,354
COST OF SALES................................................ (1,348,470)
----------
Gross margin............................................... 1,214,884
----------
EXPENSES:
Salaries, wages and benefits............................... 479,244
General and administrative................................. 281,971
Management fees............................................ 102,535
Provision for uncollectible accounts....................... 60,537
Depreciation............................................... 31,356
----------
Total expenses.......................................... 955,643
----------
NET INCOME................................................... $ 259,241
----------
----------

The accompanying notes to financial statements are an integral part of this
statement.

F-41
<PAGE>

YORK HANNOVER PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE FIVE MONTH PERIOD ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
YORK HANOVER UNITED PROFESSIONAL
PHARMACEUTICALS, INC. COMPANIES, INC. TOTAL
--------------------- ------------------- ----------

<S> <C> <C> <C>
BALANCE, August 1, 1995 ........... $ -- $ -- $ --

Capital contributions ........... 449,638 674,460 1,124,098

Net income ...................... 103,696 155,545 259,241
---------- ---------- ----------

BALANCE, December 31, 1995 ........ $ 553,334 $ 830,005 $1,383,339
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The accompanying notes to financial statements are an integral part of this
statement.

F-42
<PAGE>

YORK HANNOVER PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE FIVE MONTH PERIOD ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................................................................... $ 259,241
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation................................................................................. 31,356
Changes in assets and liabilities:
Accounts receivable, net.................................................................. (1,142,412)
Inventory and other assets................................................................ (73,313)
Accounts payable.......................................................................... 243,657
Accrued expenses.......................................................................... 87,869
Due to partners........................................................................... 65,899
----------
Net cash used in operating activities.................................................. (527,703)
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net........................................................ (446,987)
----------
Net cash used in investing activities........................................................ (446,987)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions........................................................................... 508,897
Long-term debt borrowings....................................................................... 374,879
Short-term debt borrowings...................................................................... 200,000
----------
Net cash provided by financing activities.............................................. 1,083,776
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS......................................................... 109,086
CASH AND CASH EQUIVALENTS, beginning of period.................................................... --
----------
CASH AND CASH EQUIVALENTS, end of period.......................................................... $ 109,086
----------
----------
SUPPLEMENTAL INFORMATION:
Non-cash capital contributions.................................................................. $ 615,201
----------
----------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.

F-43
<PAGE>

YORK HANNOVER PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The financial statements include the accounts of York Hannover Partnership
("the Partnership") formed for the purpose of providing institutional pharmacy
services, infusion therapy, urological, enteral and general medical supplies to
licensed nursing facilities, hospitals, correction facilities and retirement
facilities throughout the State of Florida.

The Partnership commenced operations August 1, 1995, upon formation of the
Partnership by and between York Hannover Pharmaceuticals, Inc. ("YHPI"), a
wholly-owned subsidiary of Stockbridge Investment Partners, Inc. ("SIP"), and
United Professional Companies, Inc. ("UPC"), a wholly-owned subsidiary of United
Health, Inc. ("UHI"). Pursuant to the terms of the Partnership agreement, YHPI
contributed to the Partnership assets with a total net book value of $449,638 as
of the date of the contribution. Those assets included $302,424 of inventory.
Other assets contributed by YHPI consisted primarily of furniture and equipment.
UPC contributed assets with a total net book value of $674,460 as of the date of
the contribution. Those assets included $508,897 of cash. The remainder of
assets contributed by UPC consisted primarily of inventory and property and
equipment. In exchange for these contributions, YHPI received a 40% general
partnership interest and UPC a 60% general partnership interest in the
Partnership. The Partnership has a minimum term of five years.

Earnings and losses are allocated based on general partnership interests.
Under the terms of the Partnership agreement, YHPI has a right to priority
distributions of its share of Partnership net income limited to the lesser of
$300,000 or the amount of annual interest expense due on certain debt owed by
YHPI. After reaching the maximum priority distribution to YHPI, then UPC
receives distributions up to an amount representing an equality of the ownership
percentages. Then, additional distributions would be made to YHPI and UPC in
proportion to each partners' respective ownership interest. All distributions,
including the priority distributions, are subject to the availability of
Partnership cash. No distributions were made by the Partnership during 1995.

Use of Estimates

Operational Management

The operations of the Partnership are managed by UPC for a maximum
management fee of 4% of net revenues. YHPI and UPC also provide certain billing
services to the Partnership for which they receive 7.5% of amounts billed.

Revenues

Health care revenues represent revenues generated from the sale of
institutional pharmacy services, infusion therapy, urological, enteral and
general medical supplies to licensed nursing facilities, hospitals, correction
facilities and retirement facilities throughout the State of Florida. The
Partnership receives payment for the sale of certain supplies to patients
covered by Medicare and the Florida Medicaid programs. Revenues generated from
patients covered by Medicare and the Florida Medicaid programs are based on
reasonable charge reimbursement principles and are not subject to

F-44

<PAGE>

YORK HANNOVER PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)

"cost" limitations. In the opinion of management, adequate provision has been
made for any adjustments that may result from reviews by the Medicare and
Medicaid programs.

Approximately 29% and 23% of 1995 revenues were to patients in nursing
facilities owned by SIP and UHI, respectively.
Inventory

All inventories as of December 31, 1995 were priced at the lower of cost
(on a first-in, first-out basis) or market.

Property and Equipment

The Partnership's furniture and equipment are depreciated using the
straight-line method over the estimated useful lives of the assets. The
estimated useful lives range from 3 to 10 years.

Construction in progress relates to the purchase and improvement of a
building that will house the operations of the Partnership.

Concentration of Credit Risks

The Partnership's credit risks primarily relate to cash and cash
equivalents and receivables. Cash and cash equivalents are primarily held in
bank accounts. Receivables consist primarily of amounts due from patients in the
state of Florida and from the Medicare and Florida Medicaid programs. The
Company maintains allowances for uncollectible accounts on these receivables.

Cash Equivalents

Cash equivalents include highly liquid investments with an original
maturity of less than three months.

Federal Income Taxes

The Partnership is a general partnership for purposes of federal and state
income taxation. As such, income or losses of the Partnership are attributed to
the partners and are reflected on the partners' income tax returns. Accordingly,
no income tax provision or benefits are recorded in the financial statements.

F-45
<PAGE>
YORK HANNOVER PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1995

2. RELATED PARTIES

Net amounts due to related parties as of December 31, 1995 consist of the
following:

DECEMBER 31,
1994
------------
Working capital note payable -- YHPI ....................... $ 80,000
Working capital note payable -- UPC ........................ 120,000
---------
$ 200,000
---------
---------
Due to related parties -- current:
YHPI ..................................................... $ 25,468
UPC ...................................................... 40,431
---------
$ 65,899
---------
---------
Promissory note payable to UHI ............................. $ 374,879
Less current portion ....................................... (14,625)
---------
$ 360,254
---------
---------

Pursuant to the terms of the Partnership agreement, YHPI and UPC will
provide working capital funding to the Partnership, as required, in proportion
to their respective ownership interests. During 1995, YHPI and UPC loaned net
amounts of $80,000 and $120,000, respectively, to the Partnership for working
capital purposes. In the event that one of the partners is unable to provide
working capital funding in proportion to its ownership interest, the other
partner shall have the right to provide the additional working capital and
receive interest at the prime rate plus 4%. In the event that both partners are
able to provide working capital funding in proportion to their respective
ownership interests, the working capital notes shall not bear interest. The
working capital notes have no stated maturity date and have been classified as
current as of December 31, 1995. The working capital notes are secured by the
Partnership's receivables.

Amounts due to YHPI and UPC as of December 31, 1995 are primarily the
result of billing and managerial services provided by YHPI and UPC to the
Partnership (see Note 1).

During 1995, the Partnership entered into a promissory note payable with
UHI to finance the purchase and improvement of a building in Brooksville,
Florida. The promissory note payable bears interest at the prime rate plus .5%.
Equal monthly payments of interest and principal are required based on a 15 year
amortization with the remaining principal and accrued and unpaid interest due on
August 1, 2000. The maximum principal outstanding under the promissory note is
limited to $400,000. The promissory note payable is secured by the related
building and improvements. The promissory note payable is guaranteed by SIP and
by the personal guarantees of the stockholders of SIP.

A schedule of the principal maturity of amounts owed to related parties for
the five years subsequent to December 31, 1995 is as follows:

1996.............................................................. $ 214,625
1997.............................................................. 15,580
1998.............................................................. 17,000
1999.............................................................. 18,550
2000.............................................................. 309,034

3. COMMITMENTS AND CONTINGENCIES

Health insurance and worker's compensation insurance for the Partnership is
maintained by UPC in accordance with UPC's management of the Partnership. In
management's opinion, there are no outstanding claims that would result in
losses that would be material to the financial condition or results of
operations of the Partnership.

F-46
<PAGE>
ANNEX A
AGREEMENT AND PLAN OF MERGER
BETWEEN
METROVISION OF NORTH AMERICA, INC.
AND
YORK HANNOVER PHARMACEUTICALS, INC.
DATED AS OF MAY 10, 1996

AGREEMENT
ARTICLE I

THE MERGER................................................................ A-4
SECTION 1.01. The Merger................................................. A-4
SECTION 1.02. Effective Time............................................. A-4
SECTION 1.03. Effect of the Merger....................................... A-5
SECTION 1.04. Certificate of Incorporation; By-Laws...................... A-5
SECTION 1.05. Directors and Officers..................................... A-5
SECTION 1.06. Effect on Capital Stock.................................... A-5
SECTION 1.07. Tax and Accounting Consequences............................ A-5
SECTION 1.08. Taking of Necessary Action: Further Action................. A-5
SECTION 1.09. Material Adverse Effect.................................... A-6
SECTION 1.10. Merger Consideration....................................... A-6

ARTICLE II

YORK HANNOVER REPRESENTATIONS AND WARRANTIES.............................. A-6
SECTION 2.01. Organization............................................... A-6
SECTION 2.02. Capital Stock of York Hannover............................. A-7
SECTION 2.03. Articles of Incorporation and By-Laws; Subsidiaries of
York Hannover.............................................. A-7
SECTION 2.04. Validity and Conflicts; Required Filings and Consents..... A-7
SECTION 2.05. Authority................................................. A-8
SECTION 2.06. SEC Documents............................................. A-8
SECTION 2.07. (a) York Hannover Company Financials...................... A-8
SECTION 2.08. Absence of Adverse Change................................. A-9
SECTION 2.09. Licenses.................................................. A-9
SECTION 2.10. Compliance with Law....................................... A-9
SECTION 2.11. Title by York Hannover.................................... A-9
SECTION 2.12. (a) Taxes and Tax Returns by York Hannover................ A-10
SECTION 2.13. Material Contracts........................................ A-11
SECTION 2.14. Insurance................................................. A-11
SECTION 2.15. Litigation................................................ A-12
SECTION 2.16. Employee Plans and Contacts............................... A-12
SECTION 2.17. Trade Names............................................... A-12
SECTION 2.18. Disclosure................................................ A-12
SECTION 2.19. Registration Statement/Proxy.............................. A-12
SECTION 2.20. No Undisclosed Liability.................................. A-13
SECTION 2.21. Necessary Action.......................................... A-13
SECTION 2.22. Restrictions on Business Activities....................... A-13
SECTION 2.23. Investment Company Act.................................... A-13

A-1
<PAGE>
ARTICLE III

METROVISION REPRESENTATIONS AND WARRANTIES............................... A-13
SECTION 3.01. Organization of MetroVision............................... A-13
SECTION 3.02. Capital Stock of MetroVision.............................. A-13
SECTION 3.03. Articles of Incorporation and By-Laws; Subsidiaries of
MetroVision............................................... A-14
SECTION 3.04. Validity and Conflicts; Required Filings and Consents..... A-14
SECTION 3.05. Authority................................................. A-15
SECTION 3.06. SEC Documents............................................. A-15
SECTION 3.07. The MetroVision Financials................................ A-15
SECTION 3.08. Absence of Adverse Change................................. A-15
SECTION 3.09. Licenses.................................................. A-15
SECTION 3.10. Compliance with Law....................................... A-16
SECTION 3.11. Title..................................................... A-16
SECTION 3.12. Taxes and Tax Returns..................................... A-16
SECTION 3.13. Material Contracts........................................ A-17
SECTION 3.14. Insurance................................................. A-17
SECTION 3.15. Litigation................................................ A-17
SECTION 3.16. Employee Plans and Contacts............................... A-17
SECTION 3.17. Trade Names............................................... A-18
SECTION 3.18. Disclosure................................................ A-18
SECTION 3.19. Registration Statement/Proxy.............................. A-18
SECTION 3.20. No Undisclosed Liability.................................. A-18
SECTION 3.21. Necessary Action.......................................... A-18
SECTION 3.22. Restrictions on Business Activities....................... A-18
SECTION 3.23. Investment Company Act.................................... A-18

ARTICLE IV

CONDUCT OF BUSINESS PENDING THE MERGER................................... A-19
SECTION 4.01. Conduct of Business by York Hannover Pending the Merger... A-19
SECTION 4.02. Conduct of Business by MetroVision Pending the Merger..... A-20
SECTION 4.03. No Solicitation by MetroVision............................ A-22
SECTION 4.04. No Solicitation by York Hannover.......................... A-23

ARTICLE V

ADDITIONAL AGREEMENTS.................................................... A-24
SECTION 5.01. Preparation of S-4 and the Proxy Statement................ A-24
SECTION 5.02. Stockholders' Meeting..................................... A-24
SECTION 5.03. Access to Information: Confidentiality.................... A-24
SECTION 5.04. Consents: Approval........................................ A-24
SECTION 5.05. Agreement of Affiliates................................... A-25
SECTION 5.06. Indemnification and Insurance............................. A-25
SECTION 5.07. Notification of Certain Matters........................... A-26
SECTION 5.08. Further Action/Tax Treatment.............................. A-26
SECTION 5.09. Public Announcements...................................... A-26
SECTION 5.10. Listing of Surviving Corporation Common Shares............ A-26
SECTION 5.11. Conveyance Taxes.......................................... A-26

A-2
<PAGE>
ARTICLE VI

CONDITIONS TO THE MERGER................................................. A-27
SECTION 6.01. Conditions to Obligation of Each Party to Effect the
Merger.................................................... A-27
SECTION 6.02. Additional Conditions to Obligations of York Hannover..... A-27
SECTION 6.03. Additional Conditions to Obligation of MetroVision........ A-28

ARTICLE VII

TERMINATION.............................................................. A-29
SECTION 7.01. Termination............................................... A-29
SECTION 7.02. Effect of Termination..................................... A-30
SECTION 7.03. Fees and Expenses......................................... A-30

ARTICLE VIII

GENERAL PROVISIONS....................................................... A-31
SECTION 8.01. Effectiveness of Representations, Warranties and
Agreements................................................ A-31
SECTION 8.02. Notices................................................... A-31
SECTION 8.03. Certain Definitions....................................... A-32
SECTION 8.04. Amendment................................................. A-33
SECTION 8.05. Waiver.................................................... A-33
SECTION 8.06. Headings.................................................. A-33
SECTION 8.07. Severability.............................................. A-33
SECTION 8.08. Entire Agreement.......................................... A-33
SECTION 8.09. Assignment................................................ A-33
SECTION 8.10. Parties in Interest....................................... A-33
SECTION 8.11. Failure or Indulgence Not Waiver; Remedies Cumulative..... A-33
SECTION 8.12. Governing Law............................................. A-33
SECTION 8.13. Counterparts.............................................. A-34
SECTION 8.14. Waiver of Jury Trial...................................... A-34

A-3
<PAGE>
AGREEMENT AND PLAN OF MERGER, dated as of May 10, 1996 (the "Agreement"),
between York Hannover Pharmaceuticals, Inc., a Florida corporation ("York
Hannover") and MetroVision of North America, Inc., a New York corporation
("MetroVision");

W I T N E S S E T H:

WHEREAS, the Boards of Directors of MetroVision and York Hannover have each
determined that it is advisable and in the best interests of their respective
stockholders for MetroVision to enter into a business combination with York
Hannover upon the terms and subject to the conditions set forth herein; and

WHEREAS, in furtherance of such combination, the Boards of Directors of
MetroVision and York Hannover have each approved the merger (the "Merger") of
York Hannover with and into the MetroVision in accordance with the applicable
provisions of the New York Business Corporation Law ("New York Law") and the
Florida Business Corporations Act ("Florida Law"), and upon the terms and
subject to the conditions set forth herein;

WHEREAS, pursuant to the Merger, all shares of York Hannover's 12%
Preferred Stock (the "York Hannover 12% Preferred Stock") which shall be issued
prior to the Merger having a redemption value of $1,950,000 plus accrued
dividends will be exchanged for like preferred stock of MetroVision and York
Hannover's Common Shares shall be exchanged for the Merger consideration as
defined in Section 1.10, upon the terms and subject to the conditions set forth
herein; and

WHEREAS, MetroVision and York Hannover intend, by approving resolutions
authorizing this Agreement, to adopt this Agreement as a plan of reorganization
within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended (the "Code"), and the regulations thereunder; and

WHEREAS, for accounting purposes, it is intended that the transactions
contemplated hereby shall be accounted for as a purchase under United States
generally accepted accounting principles ("GAAP");

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
MetroVision and York Hannover hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.01. The Merger.

(a) Effective Time. At the Effective Time (as defined in Section 1.02
hereof), and subject to and upon the terms and conditions of this Agreement,
Florida Law and New York Law, York Hannover shall be merged with and into
MetroVision, the separate corporate existence of York Hannover shall cease, and
MetroVision shall continue as the Surviving Corporation. MetroVision as the
Surviving Corporation after the Merger is herein sometimes referred to as the
"Surviving Corporation."

(b) Closing. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Section
7.01 and subject to the satisfaction or waiver of the conditions set forth in
Article VI, the consummation of the Merger will take place as promptly as
practicable (and in any event within two business days) after satisfaction or
waiver of the conditions set forth in Article VI, at the offices of Shereff,
Friedman, Hoffman & Goodman, LLP, 919 Third Avenue, New York, New York 10022,
unless another date, time or place is agreed to in writing by the parties
hereto.

SECTION 1.02. Effective Time. As promptly as practicable after the
satisfaction or waiver of the conditions set forth in Article VI, the parties
hereto shall cause the Merger to be consummated by filing a certificate of
Merger as contemplated by Section 607.1106 of Florida Law and Section 904 of New
York Law (the "Certificate of Merger") together with any required related
certificates with the Department of State of the State of New York and the
Secretary of State of the State of Florida in such form as required by, and
executed in accordance with the related provisions of, New York Law and Florida
Law, respectively (the time of such filing being the "Effective Time").

A-4
<PAGE>
SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in this Agreement, the Certificate of Merger and
the applicable provisions of New York Law and Florida Law. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time all
assets of York Hannover including all rights and interest related to York
Hannover's 40% ownership interest in the York Hannover Partnership (the "York
Hannover Partnership") shall vest in MetroVision, and all debts, liabilities and
duties of York Hannover shall become the debts, liabilities and duties of
MetroVision.

SECTION 1.04. Certificate of Incorporation; By-Laws.

(a) Certificate of Incorporation. Unless otherwise determined by
MetroVision prior to the Effective Time, at the Effective Time the Certificate
of Incorporation of MetroVision, as in effect immediately prior to the Effective
Time, shall be the Certificate of Incorporation of the Surviving Corporation
subject to the modifications contemplated by this Agreement until thereafter
amended as provided by New York Law and such Certificate of Incorporation;
provided, however, that Article I of the Certificate of Incorporation of the
Surviving Corporation shall be amended to read as follows: "The name of the
corporation is York Hannover Health Care, Inc.".

(b) By-Laws. The By-Laws of MetroVision, as in effect immediately prior to
the Effective Time, shall be the By-Laws of the Surviving Corporation until
thereafter amended as provided by New York Law, the Certificate of Incorporation
of the Surviving Corporation and such By-Laws; provided, however, that the
By-laws shall be amended to provide that there shall be no more than five (5)
directors and each director's term shall be for three years, with the terms of
initial directors being staggered as set forth in Section 1.05.

SECTION 1.05. Directors and Officers. MetroVision shall obtain the
Resignation of Joseph A. Calabrese, Don Stephan Aron, and William H. Hessick,
III as Directors of MetroVision and Robert F. Hussey as President and David M.
Fancher as Chief Financial Officer of MetroVision as of the Effective Time.
Effective as of the Effective Time, directors of the Surviving Corporation shall
be Robert F. Hussey (1 year term), Lawrence B. Cummings (3 year term), Thomas M.
Clarke (1 year term), Peter W. Doelger (3 year term) and Courtlandt G. Miller (2
year term); each to hold office in accordance with the Certificate of
Incorporation and By-Laws of the Surviving Corporation, and the officers of the
Surviving Corporation shall be Robert F. Hussey, Chairman of the Board, Lawrence
B. Cummings, Chief Executive Officer and Thomas M. Clarke, President, in each
case until their respective successors are duly elected or appointed and
qualified.

SECTION 1.06. Effect on Capital Stock. At the Effective Time, by virtue
of the Merger and without any action on the part of MetroVision or York
Hannover, each share of York Hannover Common Stock held in the treasury of York
Hannover and each MetroVision Common Share held in the treasury or owned by
MetroVision or any direct or indirect wholly owned subsidiary of MetroVision
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of the holder thereof, cease to be outstanding,
be canceled and retired without payment of any consideration therefor and cease
to exist.

SECTION 1.07. Tax and Accounting Consequences. It is intended by the
parties hereto that the Merger shall (i) constitute a reorganization of the type
defined in Section 368(a)(1)(A) of the Code and (ii) qualify for accounting
treatment as a purchase under GAAP. The parties hereto hereby adopt this
Agreement as a "plan of reorganization" within the meaning of Section 1.368-2(g)
and 1.368-3(a) of the United States Treasury Regulations.

SECTION 1.08. Taking of Necessary Action: Further Action. MetroVision and
York Hannover will take all such reasonable and lawful action as may be
necessary or appropriate in order to effectuate the Merger in accordance with
this Agreement as promptly as possible. If, at any time after the Effective
Time, any such further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of York Hannover and MetroVision, the officers and directors of
York Hannover and MetroVision are fully authorized in the name of their
respective corporation or otherwise to take, and will take, all such lawful and
necessary action.

SECTION 1.09. Material Adverse Effect. When used in connection with York
Hannover or any of its respective subsidiaries, or MetroVision or any of its
respective subsidiaries, as the case may be, the term "Material Adverse Effect"
means any change or effect that, individually or when taken

A-5
<PAGE>
together with all other such changes or effects that have occurred prior to the
date of determination of the occurrence of the Material Adverse Effect, is or is
reasonably likely to be materially adverse to the business, assets (including
intangible assets), financial conditions or results of operations of York
Hannover and its respective subsidiaries or MetroVision and its respective
subsidiaries, as the case may be, in each case taken as a whole.

SECTION 1.10. Merger Consideration. In consideration of the Merger,
Stockbridge Investment Partners, Inc. ("Stockbridge"), the sole shareholder of
York Hannover, shall receive, at Closing, 4,000,000 MetroVision Common Shares
(as defined below). As used herein, MetroVision Common Shares shall mean validly
issued, and fully paid and nonassessable, par value $0.001 per share, registered
shares of the Surviving Corporation (after giving effect to the 4.6 for 1
reverse stock split of MetroVision Common Shares as required by Section 6.01 (b)
and (f)).

ARTICLE II

YORK HANNOVER REPRESENTATIONS AND WARRANTIES

York Hannover on behalf of itself and as a general partner of the York
Hannover Partnership (as defined below) hereby warrants and represents to
MetroVision that, except as otherwise specifically set forth in the York
Hannover Disclosure Schedule attached hereto as Exhibit A (the "York Hannover
Disclosure Schedule"); provided that, no warranty or representation by York
Hannover as a general partner of the York Hannover Partnership regarding York
Hannover shall be deemed to be a warranty or representation of the York Hannover
Partnership:

SECTION 2.01. Organization.

(a) York Hannover. York Hannover is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has the
requisite corporate power and authority and is in possession of all approvals
necessary to own, lease and operate the properties it purports to own, operate
or lease and to carry on its business as it is now being conducted, except where
the failure to be so organized, existing and in good standing or to have such
power, authority and approval would not have a Material Adverse Effect. York
Hannover is duly qualified or licensed as a foreign corporation to do business,
and is in good standing, in each jurisdiction where the character of its
properties owned, leased or operated by it or the nature of its activities makes
such qualification or licensing necessary, except for such failures to be so
duly qualified or licensed and in good standing that would not have a Material
Adverse Effect.

(b) York Hannover Partnership. The York Hannover Partnership is a general
partnership formed under the laws of Wisconsin, the general partners of which
are York Hannover (40% interest) and United Professional Companies, Inc., a
Delaware corporation (60% interest). York Hannover Partnership is a Partnership
duly organized, validly existing and in good standing under the laws of the
State of Wisconsin and has the requisite power and authority and is in
possession of all approvals necessary to own, lease and operate the properties
it purports to own, operate or lease and to carry on its business as it is now
being conducted, except where the failure to be so organized, existing and in
good standing or to have such power, authority and approval would not have a
Material Adverse Effect. York Hannover Partnership is duly qualified or licensed
to do business, and is in good standing, in each jurisdiction where the
character of its properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary, except for such
failures to be so duly qualified or licensed and in good standing that would not
have a Material Adverse Effect.

SECTION 2.02. Capital Stock of York Hannover. Section 2.02 of the York
Hannover Disclosure Schedule sets forth, by class, the entire authorized amount
of capital stock and other securities of York Hannover, along with the amount of
securities of each such class which is issued and outstanding. All such issued
and outstanding shares are duly authorized, validly issued, fully paid and
nonassessable. Except as otherwise disclosed in Section 2.02 of the York
Hannover Disclosure Schedule, there are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights or other contracts or commitments that require York Hannover to issue,
sell or otherwise cause to become outstanding any of its capital stock or other
securities. There are no outstanding or authorized stock appreciation, phantom
stock, profit participation or similar rights with respect to York Hannover.
Except as otherwise specifically set forth in Section 2.02 of the

A-6
<PAGE>
York Hannover Disclosure Schedule, there are no stockholders' agreements, voting
trusts, proxies or other agreements or understandings with respect to the voting
of the capital stock of York Hannover.

SECTION 2.03. Articles of Incorporation and By-Laws; Subsidiaries of York
Hannover.

(a) Section 2.03 of York Hannover Disclosure Schedule sets forth a complete
and correct copy of its Articles of Incorporation and the By-Laws, as amended to
date. Such Articles of Incorporation and By-Laws are in full force and effect.
York Hannover is not in violation of any of the provisions of its Articles of
Incorporation or By-Laws.

(b) Section 2.03 of the York Hannover Disclosure Schedule sets forth the
Partnership Agreement between York Hannover and United Professional Companies,
Inc. forming the York Hannover Partnership which partnership agreement is in
full force and effect. York Hannover does not control directly or indirectly or
have any direct or indirect equity participation in any corporation,
partnership, joint venture, trust or other business association other than the
York Hannover Partnership.

SECTION 2.04. Validity and Conflicts; Required Filings and Consents.

(a) This Agreement is valid, binding and enforceable against York Hannover
in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to the enforcement of creditors' rights generally and by general
principals of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

(b) Except as set forth in Section 2.04(b) of the York Hannover Disclosure
Schedule, the execution and delivery of this Agreement by York Hannover do not,
and the performance of this Agreement by York Hannover shall not, (i) conflict
with or violate any law, rule, regulation, order, judgment or decree applicable
to York Hannover or any of it subsidiaries or the York Hannover Partnership or
by which its or their respective properties are bound or affected, or (ii)
conflict with or violate the Partnership Agreement (iii) conflict with or
violate the Articles of Incorporation or ByLaws of York Hannover, (iv) result in
any breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or impair York Hannover's rights or
alter the rights or obligations of any party under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any material
contract or result in the creation of a lien or encumbrance on any of the
properties or assets of York Hannover or any of its subsidiaries or the York
Hannover Partnership pursuant to, any material note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which York Hannover or any of its subsidiaries or the York
Hannover Partnership is a party or by which York Hannover or the York Hannover
Partnership or any of its subsidiaries or its or any of their respective
properties are bound or affected, except in any such case for any such breaches,
defaults or other occurrences that would not have a Material Adverse Effect.

(c) The execution and delivery of this Agreement by York Hannover will not
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign,
except (i) for applicable requirements, if any, of the Securities Act of 1933 as
amended (the "Securities Act"), the Exchange Act and the blue sky laws, and (ii)
where the failure to obtain such consents, approvals, authorizations or permits,
or to make such filing or notifications, would not prevent or delay consummation
of the Merger, or otherwise prevent York Hannover from performing their
respective obligations under this Agreement, and would not have a Material
Adverse Effect.

SECTION 2.05. Authority. Obtaining the approval of its shareholders, as
described more fully in Section 6.01(a), York Hannover has full corporate power
and authority to execute and to deliver this Agreement and all related
documents, and to carry out the transactions contemplated herein and therein.
York Hannover has full corporate power and authority to conduct its business as
the same is now being conducted.

SECTION 2.06. SEC Documents. York Hannover is not a reporting company as
such term is defined in the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

SECTION 2.07. (a) York Hannover Company Financials. True and correct
copies are set forth as Section 2.07(a) of the York Hannover Disclosure Schedule
of (i) the audited consolidated balance sheet of York Hannover for the fiscal
years ended as of December 31, 1995 (the "1995

A-7
<PAGE>
Company Balance Sheet"), and December 31, 1994, and the related unaudited
consolidated statements of income, retained earnings, stockholders' equity and
cash flows of York Hannover, together with all related notes and schedules
thereto, and York Hannover shall, on or before May 27, 1996, deliver the audited
consolidated balance sheet of York Hannover for the fiscal years ended as of
December 31, 1995 and December 31,1994 and the related audited consolidated
statements of income, retained earnings, stockholders' equity and cash flows of
York Hannover together with all related notes and schedules thereto, (which
together with the unaudited financial statements are collectively referred to
herein as the "York Hannover Company have been delivered by York Hannover
Interim Financials") and (ii) the unaudited consolidated balance sheet of York
Hannover as of March 31, 1996, and the related consolidated statements of
income, retained earnings, stockholders' equity and cash flows of York Hannover,
together with all related notes and schedules thereto (collectively referred to
herein as the "York Hannover Company Interim Financials"). The York Hannover
Company Financials and the York Hannover Company Interim Financials (i) were
prepared in accordance with the books of account and other financial records of
York Hannover, (ii) present fairly the consolidated financial condition and
results of operations of York Hannover and its subsidiaries as of the dates
thereof or for the periods covered thereby, (iii) have been prepared in
accordance with GAAP applied on a basis consistent with the past practices of
York Hannover and (iv) include all adjustments (consisting only of normal
recurring accruals) that are necessary for a fair presentation of the
consolidated financial condition of York Hannover and its subsidiaries and the
results of the operations of York Hannover and its subsidiaries as of the dates
thereof or for the periods covered thereby, except that the unaudited interim
Financial Statement was and is subject to normal and recurring year-end
adjustments which were or are not expected to be of a material amount. Any
financial statements prepared by York Hannover subsequent to the date hereof,
(but only to the extent the same are required to be prepared prior to the
Effective Time) (the "Subsequent York Hannover Company Financials") will be
prepared in the same manner as the Financial Statement and the Interim Financial
Statement will fairly represent the financial condition, and will accurately set
forth in all material respects the results of the operations of York Hannover
for the periods covered thereby.

(b) The York Hannover Partnership Financials. True and correct copies are
set forth as Section 2.07(b) of the York Hannover Disclosure Schedule of (i) the
unaudited balance sheet of the York Hannover Partnership for the fiscal year
ended as of December 31, 1995 (the "1995 Partnership Balance Sheet"), and the
related unaudited statements of income, retained earnings, stockholders' equity
and cash flows of York Hannover Partnership, together with all related notes and
schedules thereto, (collectively referred to herein as the "York Hannover
Partnership Financials" and (ii) the unaudited balance sheet of York Hannover
Partnership as of March 31, 1996, and the related statements of income, retained
earnings, stockholders' equity and cash flows of York Hannover Partnership,
together with all related notes and schedules thereto (collectively referred to
herein as the "York Hannover Partnership Interim Financials") The York Hannover
Partnership Financials and the York Hannover Partnership Interim Financials (i)
were prepared in accordance with the books of account and other financial
records of York Hannover Partnership, (ii) present fairly the financial
condition and results of operations of York Hannover Partnership as of the dates
thereof or for the periods covered thereby, (iii) have been prepared in
accordance with GAAP applied on a basis consistent with the past practices of
York Hannover Partnership and (iv) include all adjustments (consisting only of
normal recurring accruals) that are necessary for a fair presentation of the
financial condition of York Hannover Partnership and the results of the
operations of York Hannover Partnership as of the dates thereof or for the
periods covered thereby, except that the unaudited interim Financial Statement
was and is subject to normal and recurring year-end adjustments which were or
are not expected to be of a material amount. Any financial statements prepared
by York Hannover Partnership subsequent to the date hereof, (but only to the
extent the same are required to be prepared prior to the Effective Time) (the
"Subsequent York Hannover Partnership Financials") will be prepared in the same
manner as the Financial Statement and the Interim Financial Statement will
fairly represent the financial condition, and will accurately set forth in all
material respects the results of the operations of York Hannover Partnership for
the periods covered thereby.

(c) York Hannover Financials. As used herein, York Hannover Financials
shall mean both the York Hannover Company Financials and the York Hannover
Partnership Financials; York Hannover Interim Financials shall mean both York
Hannover Company Interim Financials and York Hannover

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Partnership Interim Financials; and Subsequent York Hannover Financials shall
mean both Subsequent York Hannover Company Financials and Subsequent York
Hannover Partnership Financials.

SECTION 2.08. Absence of Adverse Change. Except as set forth on Section
2.08 of York Hannover Disclosure Schedule, since December 31, 1995, York
Hannover and the York Hannover Partnership have conducted their business in the
ordinary course and there has not occurred: (i) any Material Adverse Effect;
(ii) any amendments or changes in the Articles of Incorporation or By-Laws of
York Hannover or the York Hannover Partnership Agreement; (iii) any damage to,
destruction or loss of any assets of York Hannover or the York Hannover
Partnership, (whether or not covered by insurance) that could have a Material
Adverse Effect; (iv) any change in its accounting methods, principles or
practices; (v) any revaluation by York Hannover or the York Hannover Partnership
of any of their assets, including without limitation, writing down the value of
capitalized software or inventory or writing off notes or accounts receivable
other than in the ordinary course of business; (vi) except as disclosed in York
Hannover Disclosure Schedule, any other action or event that would have required
the consent of MetroVision pursuant to Section 4.02 had such action or event
occurred after the date of this Agreement, or (vii) any sale of a material
amount of assets of York Hannover or the York Hannover Partnership, except in
the ordinary course of business.

SECTION 2.09. Licenses. York Hannover and the York Hannover Partnership
have all material licenses, permits and authorizations necessary for the
operation of their businesses (collectively, the "York Hannover Licenses").
Section 2.09 of the York Hannover Disclosure Schedule sets forth the York
Hannover Licenses, true and correct copies of which have been provided to
MetroVision prior to the date hereof. There is no action pending, or to the best
knowledge of York Hannover, threatened by the appropriate state or federal
agency having jurisdiction thereof, to either revoke, withdraw or suspend any of
the York Hannover Licenses or any decision not to renew any of the York Hannover
Licenses.

SECTION 2.10. Compliance with Law. York Hannover and the York Hannover
Partnership are in compliance with all applicable municipal, county, state and
federal laws and regulations applicable to their business except where the
failure to so comply therewith would not have a Material Adverse Effect.

SECTION 2.11. Title by York Hannover.

(a) York Hannover has fee, leasehold or other title to all of its assets
(the "York Hannover Assets"), including, but not limited to, the furniture,
fixtures, equipment and other tangible and intangible personal property owned or
leased by York Hannover and used in connection with the operation of the
business of York Hannover (collectively, the "York Hannover Personal Property"),
and there are no liens, claims, charges or encumbrances on such assets other
than the York Hannover Permitted Liens (as defined herein). For purposes hereof,
the term York Hannover Permitted Liens shall mean: (i) mortgages, deeds of
trust, liens or security interests securing indebtedness or lease obligations
incurred by York Hannover and reflected on the York Hannover Financials or the
York Hannover Interim Financials, (ii) mortgages, deeds of trust, liens or
security interest securing York Hannover's obligations in connection with the
York Hannover 12% Preferred Stock, provided, however, such mortgages, deeds of
trust, liens and security interests shall allow the York Hannover 12% Preferred
Stock to be classified as equity by GAAP, the Exchange Act and the Securities
and Exchange Commission, (iii) liens for taxes, assessments or governmental
charges not yet delinquent, (iv) such easements, rights of way, exceptions,
reservations, restrictions, conditions, limitations, covenants, adverse rights
or interests, mechanics' or materialmen' liens and any other defects,
imperfections in title, if any, as do not in the aggregate materially interfere
with the present use thereof or otherwise materially impair the business
operations of York Hannover and (v) purchase money security interest arising
from the financing of the acquisition of certain of the York Hannover Assets.

(b) Title by the York Hannover Partnership. York Hannover Partnership has
fee, leasehold or other title to all of its assets (the "York Hannover
Partnership Assets"), including, but not limited to, the furniture, fixtures,
equipment and other tangible and intangible personal property owned or leased by
the York Hannover Partnership and used in connection with the operation of the
business of the York Hannover Partnership (collectively, the "York Hannover
Partnership Personal Property"), and there are no liens, claims, charges or
encumbrances on such assets other than the York Hannover Partnership Permitted
Liens (as defined herein). For purposes hereof, the term York Hannover

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Partnership Permitted Liens shall mean: (i) mortgages, deeds of trust, liens or
security interests securing indebtedness or lease obligations incurred by York
Hannover Partnership and reflected on the York Hannover Partnership Financials
or York Hannover Partnership Interim Financials, (ii) liens for taxes,
assessments or governmental charges not yet delinquent, (iii) such easements,
rights of way, exceptions, reservations, restrictions, conditions, limitations,
covenants, adverse rights or interests, mechanics' or materialmen's liens and
any other defects, imperfections in title, if any, as do not in the aggregate
materially interfere with the present use thereof or otherwise materially impair
the business operations of the York Hannover Partnership and (iv) purchase money
security interest arising from the financing of the acquisition of certain of
the York Hannover Partnership Assets.

SECTION 2.12. (a) Taxes and Tax Returns by York Hannover. All tax and
other returns, reports and filings of any kind or nature required to be filed by
York Hannover prior to date of execution of this Agreement have been and, all
tax and other returns, reports and filings of any kind or nature required to be
filed prior to the consummation of the Merger will be, properly completed and
timely filed, or extensions for the filing thereof have been (or will be) timely
secured, and all such filings are (or will be) in material compliance with all
applicable requirements and all taxes due with respect to York Hannover have
been (or will be) timely paid, except to the extent that the same are being duly
contested in good faith in accordance with applicable law and adequate reserves
therefor are reflected on the York Hannover Financials or will be reflected in
the Subsequent York Hannover Financials in accordance with the representations
and warranties contained in the Agreement. Copies of the December 31, 1994
federal and state tax returns filed by York Hannover have been provided to
MetroVision. The accruals for taxes reflected in the York Hannover Financials
are or, in the case of the Subsequent York Hannover Financials, will in the
aggregate be adequate to cover any and all federal, state or local tax
liabilities (whether or not in dispute) of York Hannover or any other entity
required to be consolidated with York Hannover under GAAP for the period ended
on the date thereof and all prior periods. With respect to the tax liabilities
of York Hannover, (i) there are no disputes pending with any taxing authority
with respect to taxes of any nature which are or may be owing by York Hannover
which are not reflected in the York Hannover Financials, (ii) no tax deficiency
has been proposed in writing or, to the best knowledge of York Hannover,
threatened against York Hannover and no action, proceeding or audit of any tax
returns or reports filed by York Hannover is pending or, to the best knowledge
of York Hannover, threatened by any governmental authority, (iii) York Hannover
has not executed any waiver to extend, or otherwise taken or failed to take any
action that would have the effect of extending, the applicable statute of
limitations with respect to its tax liabilities, (iv) York Hannover is not a
"consenting corporation" within the meaning of Section 341(f) of the Code, (v)
York Hannover has at all times been taxable as a Subchapter C corporation under
the Code and has filed all tax returns consistent with this characterization,
(vi) other than as a part of a consolidated group with Stockbridge Investment
Partners, Inc. York Hannover has not been a member of any consolidated, combined
or unitary group for federal, state or local taxes purposes, and (vii) York
Hannover has, or will have, all records and information necessary for the timely
and accurate filing of any tax returns due after the date hereof, including any
returns due after the Effective Date which relate to the period prior to the
Effective Date. Stockbridge, the sole stockholder of York Hannover, is a
domestic corporation within the meaning of Code Section 7701(a)(30).

(b) Taxes and Tax Returns by York Hannover Partnership. All tax and other
returns, reports and filings of any kind or nature required to be filed by York
Hannover Partnership prior to the date of execution of this Agreement have been
and, all tax and other returns, reports and filings of any kind or nature
required to be filed prior to the consummation of the Merger will be, properly
completed and timely filed, or extensions for the filing thereof have been (or
will be) timely secured, and all such filings are (or will be) in material
compliance with all applicable requirements and all taxes due with respect to
York Hannover Partnership have been (or will be) timely paid, except to the
extent that the same are being duly contested in good faith in accordance with
applicable law and adequate reserves therefor are reflected on the York Hannover
Partnership Financials or will be reflected in the Subsequent York Hannover
Partnership Financials in accordance with the representations and warranties
contained in this Agreement. York Hannover Partnership has at all times been
taxable as a Partnership under the Code and has filed all tax returns consistent
with this characterization, York Hannover Partnership has not been a member of
any consolidated combined or voluntary group for federal, state or local tax
purposes and York Hannover Partnership has, or will have, all records and

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information necessary for the timely and accurate filing of any tax returns due
after the date hereof, including any returns due after the Effective Date which
relate to the period prior to the Effective Date.

SECTION 2.13. Material Contracts. Set forth on Section 2.13 of the York
Hannover Disclosure Schedule is a true and complete list of all contracts,
agreements, plans, leases, policies and licenses of York Hannover and the York
Hannover Partnership of the type that would be required to be filed as exhibits
by York Hannover under item 601 of Regulation S-K of the Securities Act (the
"York Hannover Material Contracts"), true and correct copies of which have been
provided to MetroVision prior to the date hereof. A list of all employment
contracts, severance agreements, partnership and joint venture agreements,
contractual indemnity obligations and any other agreement which imposes a
present or future restriction of York Hannover or the York Hannover
Partnership's right to do business and all York Hannover Material Contracts
which York Hannover or the York Hannover Partnership will be required to file as
exhibits to any York Hannover SEC Documents filed in connection with the Merger
is included in Section 2.13 of the York Hannover Disclosure Schedule, true and
correct copies of which have been provided to MetroVision prior to the date
hereof. To the extent the same have continuing effect as of the date hereof,
neither York Hannover nor the York Hannover Partnership have breached any
material provision of, nor is York Hannover or the York Hannover Partnership
delinquent in any payment required under, or in default in any material respect
under the terms thereof, nor has any condition or event occurred which, with the
giving of notice or the passage of time or both, would constitute an event of
default or a breach thereunder, except to the extent the same has been waived in
writing.

SECTION 2.14. Insurance. The properties and employees of York Hannover
and the York Hannover Partnership are insured by the insurers or through the
funds and with the types and amounts of insurance (including, but not limited
to, property, professional liability, automobile, workers compensation, business
interruption and excess indemnity insurance) set forth in Section 2.14 of the
York Hannover Disclosure Schedule (the "York Hannover Insurance Coverage"). York
Hannover and the York Hannover Partnership are not delinquent with respect to
the payment of any premiums due with respect to the York Hannover Insurance
Coverage, and has never been denied coverage which may be required by the laws
of the states in which York Hannover and the York Hannover Partnership conducts
business. The premiums due on the insurance which covers calender year 1995 have
been paid in full and the premiums due for the period from the date of execution
of this Agreement to the Effective Date will be paid in full as and when due.

SECTION 2.15. Litigation. There is not, nor has York Hannover received
written or verbal notice of any litigation, investigation or other proceeding
pending or, to the best of York Hannover's knowledge, threatened against or
relating to York Hannover, the York Hannover Partnership or their properties or
business where the amount claimed exceeds $25,000 in any single action or
$50,000 in the aggregate. There is no, nor has York Hannover or the York
Hannover Partnership received written or verbal notice of any litigation,
investigation or other proceeding pending, or to the best of York Hannover's
knowledge threatened by the Securities and Exchange Commission ("SEC"), NASD,
NASDAQ, the Food and Drug Administration or any other governmental agency
relating to York Hannover or the York Hannover Partnership. York Hannover and
the York Hannover Partnership are not a party to or bound by any orders,
judgments, injunctions, decrees or settlement agreements under which it or they
may have continuing obligations as of the date hereof or as of the Effective
Date and which may materially restrict or affect the present business operations
of York Hannover or the York Hannover Partnership. The right or ability of York
Hannover to consummate the transaction contemplated herein has not been
challenged by any governmental agency or any other person and York Hannover and
the York Hannover Partnership have no knowledge of the occurrence of any event
which would provide a reasonable basis for any such litigation, investigation or
other proceeding.

SECTION 2.16. Employee Plans and Contacts. Set forth on Schedule 2.16 of
the York Hannover Disclosure Schedule is a true and complete list of all bonus,
pension, stock option, stock purchase, benefit, welfare, profit sharing,
retirement, disability, vacation, severance, hospitalization, insurance,
incentive, deferred compensation and other similar fringe or employee benefit
plans, funds, programs or arrangements, and all employment contracts, contracts
for services with employees of York Hannover or the York Hannover Partnership
("York Hannover Employees") and executive compensation agreements, written or
oral, in each of the foregoing cases which cover, are maintained

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for the benefit of, or relate to any or all York Hannover Employees or former
York Hannover Employees (the "York Hannover Employees Plans").

SECTION 2.17. Trade Names. Set forth in Section 2.17 of the York Hannover
Disclosure Schedule is a true and complete list of trade names under which York
Hannover and the York Hannover Partnership are doing, or within the last 12
months has done, business and a statement as to whether, when and where such
trade names have been registered or filed. York Hannover and York Hannover
Partnership have not received any notice from any person challenging or
questioning the right of York Hannover or the York Hannover Partnership to use
any such trade names.

SECTION 2.18. Disclosure. No representation or warranty by or on behalf
of York Hannover or the York Hannover Partnership contained in this Agreement
and no statement contained in any certificate, list, exhibit, or other
instrument furnished or to be furnished to MetroVision pursuant hereto contains
or will contain any untrue statement of material fact, or omits or will omit to
state any material facts which are necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

SECTION 2.19. Registration Statement/Proxy. The Registration Statement on
Form S-4 at the time it is declared effective, the Proxy Statement/Prospectus at
the time of its mailing to the MetroVision shareholders and at the time of the
meeting of the shareholders of MetroVision will not contain any untrue statement
of a material fact or omit to state a material fact concerning York Hannover or
the York Hannover Partnership or omit to state a material fact required or
necessary to be stated therein in order to make the statements contained therein
concerning York Hannover or the York Hannover Partnership, in light of the
circumstances under which they are made, not misleading; except that, York
Hannover makes no representation or warranty with respect to any statement,
information or omission relating to MetroVision contained in the Registration
Statement, the Proxy Statement/Prospectus or in any other registration
statement.

SECTION 2.20. No Undisclosed Liability. York Hannover and the York
Hannover Partnership do not have any liabilities or obligations except (i) those
liabilities which are set forth in the York Hannover Financials and (ii) those
liabilities which are set forth in Section 2.20 of the York Hannover Disclosure
Schedule.

SECTION 2.21. Necessary Action. York Hannover has duly and properly taken
or obtained or caused to be taken or obtained, or prior to Closing will have
duly and properly taken or obtained or caused to be taken or obtained, all
action necessary for York Hannover (i) to enter into and to deliver this
Agreement and any and all documents and agreements executed by York Hannover in
connection herewith or in furtherance hereof and (ii) to carry out the terms
hereof and thereof and the transaction contemplated herein and therein. Except
as contemplated by Sections 5.01 and 5.05, no other action by or on behalf of
York Hannover is or will be necessary to authorize the execution, delivery and
performance of this Agreement and any documents and agreements executed by York
Hannover in connection herewith or the transaction contemplated herein. York
Hannover represents and warrants that as of the date of execution of this
Agreement, it has secured the consent of its Board of Directors and shareholders
to the execution this Agreement and of any documents or agreements necessary to
carry out the terms hereof and for the consummation of the transaction
contemplated by this Agreement, including but limited to the Merger.

SECTION 2.22. Restrictions on Business Activities. Except for this
Agreement, there is no material agreement, judgment, injunction, order or decree
binding upon York Hannover or any of its subsidiaries which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of York Hannover or any of its subsidiaries, any
acquisition of property by York Hannover or any of its subsidiaries or the
conduct of business by York Hannover or any of its subsidiaries as currently
conducted or as proposed to be conducted by York Hannover.

SECTION 2.23. Investment Company Act. Neither York Hannover or York
Hannover Partnership is an Investment Company within the meaning of the
Investment Company Act of 1940, as amended.

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ARTICLE III

METROVISION REPRESENTATIONS AND WARRANTIES

MetroVision hereby warrants and represents to York Hannover that, except as
otherwise specifically set forth in the MetroVision Disclosure Schedule attached
hereto as Exhibit B (the "MetroVision Disclosure Schedule"):

SECTION 3.01. Organization of MetroVision.

(a) MetroVision is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York and has the requisite
corporate power and authority and is in possession of all approvals necessary to
own, lease and operate the properties it purports to own, operate or lease and
to carry on its business as it is now being conducted, except where the failure
to be so organized, existing and in good standing or to have such power,
authority and approval would not have a Material Adverse Effect. MetroVision is
duly qualified or licensed as a foreign corporation to do business, and is in
good standing, in each jurisdiction where the character of its properties owned,
leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except for such failures to be so duly
qualified or licensed and in good standing that would not have a Material
Adverse Effect.

SECTION 3.02. Capital Stock of MetroVision. Section 3.02 of the
MetroVision Disclosure Schedule sets forth, by class, the entire authorized
amount of capital stock and other securities of MetroVision, along with the
amount of securities of each such class which is issued and outstanding. All
such issued and outstanding shares are duly authorized, validly issued, fully
paid and nonassessable. Except as otherwise disclosed in Section 3.02 of the
MetroVision Disclosure Schedule, there are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights or other contracts or commitments that require MetroVision to issue, sell
or otherwise cause to become outstanding any of its capital stock or other
securities. There are no outstanding or authorized stock appreciation, phantom
stock, profit participation or similar rights with respect to MetroVision.
Except as otherwise specifically set forth in Section 3.02 of the MetroVision
Disclosure Schedule, there are no stockholders' agreements, voting trusts,
proxies or other agreements or understandings with respect to the voting of the
capital stock of MetroVision.

SECTION 3.03. Articles of Incorporation and By-Laws; Subsidiaries of
MetroVision.

(a) Section 3.03 of MetroVision Disclosure Schedule sets forth a complete
and correct copy of its Articles of Incorporation and the By-Laws, as amended to
date. Such Articles of Incorporation and By-Laws are in full force and effect.
MetroVision is not in violation of any of the provisions of its Articles of
Incorporation or By-Laws.

(b) Section 3.03 of the MetroVision Disclosure Schedule sets forth
Touchtel, Inc. ("Touchtel"), the sole subsidiary of MetroVision, its
jurisdiction of incorporation, and the states in which it is qualified to do
business as a foreign corporation. All issued and outstanding shares of Touchtel
are duly authorized, validly issued, fully paid and nonassessable and
MetroVision is the sole owner of all such issued and outstanding shares. There
are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights or other contracts or
commitments that require Touchtel to issue, sell or otherwise cause to become
outstanding any of its capital stock or other securities. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to Touchtel. There are no
stockholders' agreements, voting trusts, proxies or other agreements or
understandings with respect to the voting of the capital stock of Touchtel.
MetroVision does not control directly or indirectly or have any direct or
indirect equity participation in any corporation, partnership, joint venture,
trust or other business association other than Touchtel.

SECTION 3.04. Validity and Conflicts; Required Filings and Consents.

(a) This Agreement is valid, binding and enforceable against MetroVision in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to the enforcement of creditors' rights generally and by general
principals of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

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(b) Except as set forth in Section 3.04(b) of the MetroVision Disclosure
Schedule, the execution and delivery of this Agreement by MetroVision do not,
and the performance of this Agreement by MetroVision shall not, (i) conflict
with or violate the Articles of Incorporation or ByLaws of MetroVision or
Touchtel, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to MetroVision or any of it subsidiaries or by
which its or their respective properties are bound or affected, or (iii) result
in any breach of or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or impair MetroVision's rights or
alter the rights or obligations of any party under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any material
contract or result in the creation of a lien or encumbrance on any of the
properties or assets of MetroVision or any of its subsidiaries pursuant to, any
material note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which MetroVision or any
of its subsidiaries is a party or by which MetroVision or any of its
subsidiaries or its or any of their respective properties are bound or affected,
except in any such case for any such breaches, defaults or other occurrences
that would not have a Material Adverse Effect.

(c) The execution and delivery of this Agreement by MetroVision will not
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign,
except (i) for applicable requirements, if any, of the Securities Act, the
Exchange Act and the blue sky laws, and (ii) where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filing or
notifications, would not prevent or delay consummation of the Merger, or
otherwise prevent MetroVision from performing its obligations under this
Agreement, and would not have a Material Adverse Effect.

SECTION 3.05. Authority. Subject to obtaining the approval of its
shareholders, as described more fully in Section 6.01(b), MetroVision has full
corporate power and authority to execute and to deliver this Agreement and all
related documents, and to carry out the transactions contemplated herein and
therein. Each of MetroVision and Touchtel has full corporate power and authority
to conduct its business as the same is now being conducted.

SECTION 3.06. SEC Documents. MetroVision is a reporting company as such
term is defined in the Exchange Act and has delivered to York Hannover a true
and complete copy of each report, schedule, registration statement and
definitive proxy statement filed by it with Securities and Exchange Commission
(the "Commission") (and any such documents have since the time of their filing
been amended the "MetroVision SEC Documents") since January 1, 1993, which are
all the documents (other than preliminary material) that it was required to file
with the Commission since such date. As of their respective dates, the
MetroVision SEC Documents complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the Commission thereunder applicable to such
MetroVision SEC Documents, and none of the MetroVision SEC Documents contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. All
material agreements, contracts and other documents required to be filed as
exhibits to any of the MetroVision SEC Documents have been so filed.

SECTION 3.07. The MetroVision Financials. True and correct copies of the
financial statements for three years ending December 31, 1995 relating to the
operations of MetroVision, including its filing with the Commission pursuant to
the Exchange Act, have been previously delivered to York Hannover. Except as
otherwise noted therein, all such financial statements included within the
MetroVision SEC Documents have been prepared in accordance with GAAP (in the
case of audited statements) and in accordance with applicable accounting
requirements of the Commission (in the case of unaudited statements),
consistently applied, fairly represent the financial condition, and accurately
set forth in all material respect the results of the combined operations, of
MetroVision and Touchtel for the periods covered thereby (the "MetroVision
Financials"). Any financial statements prepared by MetroVision subsequent to the
date hereof, (but only to the extent the same are required to be prepared prior
to the Effective Time) (the "Subsequent MetroVision Financials"); will be
prepared in accordance with GAAP (in the case of audited statements) and in
accordance with the applicable accounting requirements of the Commission (in the
case of unaudited statements), consistently applied,

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will fairly represent the financial condition, and will accurately set forth in
all material respects the results of the combined operations, of MetroVision and
Touchtel for the periods covered thereby.

SECTION 3.08. Absence of Adverse Change. Except as set forth on Section
3.08 of MetroVision Disclosure Schedule, since December 31, 1995, MetroVision
and Touchtel have conducted their business in the ordinary course and there has
not occurred: (i) any Material Adverse Effect; (ii) any amendments or changes in
the Articles of Incorporation or By-Laws of MetroVision; (iii) any damage to,
destruction or loss of any assets of MetroVision, (whether or not covered by
insurance) that could have a Material Adverse Effect; (iv) any change in its
accounting methods, principles or practices; (v) any revaluation by MetroVision
or Touchtel of any of their assets, including without limitation, writing down
the value of capitalized software or inventory or writing off notes or accounts
receivable other than in the ordinary course of business; (vi) except as
disclosed in MetroVision Disclosure Schedule, any other action or event that
would have required the consent of York Hannover pursuant to Section 4.02 had
such action or event occurred after the date of this Agreement, or (vii) any
sale of a material amount of assets of MetroVision or Touchtel, except in the
ordinary course of business.

SECTION 3.09. Licenses. MetroVision and Touchtel have all material
licenses, permits and authorizations necessary for the operation of their
businesses (collectively, the "MetroVision Licenses"). Section 3.09 of the
MetroVision Disclosure Schedule sets forth the MetroVision Licenses, true and
correct copies of which have been provided to York Hannover prior to the date
hereof. There is no action pending, or to the best knowledge of MetroVision,
threatened by the appropriate state or federal agency having jurisdiction
thereof, to either revoke, withdraw or suspend any of the MetroVision Licenses
or any decision not to renew any of the MetroVision Licenses.

SECTION 3.10. Compliance with Law. Except as set forth in Section 3.10 of
the MetroVision Disclosure Schedule, MetroVision is in compliance with all
applicable municipal, county, state and federal laws and regulations applicable
to its business except where the failure to so comply therewith would not have a
Material Adverse Effect.

SECTION 3.11. Title. MetroVision and Touchtel have fee, leasehold or
other title to all of their assets (the "MetroVision Assets"), including, but
not limited to, the furniture, fixtures, equipment and other tangible and
intangible personal property owned or leased by MetroVision and Touchtel and
used in connection with the operation of the business of MetroVision
(collectively, the "MetroVision Personal Property"), and there are no liens,
claims, charges or encumbrances on such assets other than the MetroVision
Permitted Liens (as defined herein). For purposes hereof, the term MetroVision
Permitted Liens shall mean: (i) mortgages, deeds of trust, liens or security
interests securing indebtedness or lease obligations incurred by MetroVision and
reflected on the MetroVision Financials or the MetroVision SEC Documents, (ii)
liens for taxes, assessments or governmental charges not yet delinquent, (iii)
such easements, rights of way, exceptions, reservations, restrictions,
conditions, limitations, covenants, adverse rights or interests, mechanics' or
materialmens' liens and any other defects, imperfections in title, if any, as do
not in the aggregate materially interfere with the present use thereof or
otherwise materially impair the business operations of MetroVision and (iv)
purchase money security interest arising from the financing of the acquisition
of certain of the MetroVision Assets.

SECTION 3.12. Taxes and Tax Returns. All tax and other returns, reports
and filings of any kind or nature required to be filed by MetroVision prior to
the date of execution of this Agreement have been and, all tax and other returns
and filings of any kind or nature required to be filed prior to the consummation
of the Merger, will be, properly completed and timely filed, or extensions for
the filing thereof have been (or will be) timely secured, and all such filings
are (or will be) in material compliance with all applicable requirements and all
taxes due with respect to MetroVision have been (or will be) timely paid, except
to the extent that the same are being duly contested in good faith in accordance
with applicable law and adequate reserves therefor are reflected on the
MetroVision Financials or will be reflected in the Subsequent MetroVision
Financials and the MetroVision Financials in accordance with the representations
and warranties contained in the Agreement. Copies of the December 31, 1994
federal and state tax returns filed by MetroVision or any of the MetroVision
Subsidiaries will be provided to York Hannover on request. The accruals for
taxes reflected in the MetroVision Financials are or, in the case of the
Subsequent MetroVision Financials, will , in the aggregate, be adequate to cover
any and all federal, state or local tax liabilities (whether or not in

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dispute) of MetroVision or any other entity required to be consolidated with
MetroVision under GAAP for the period ended on the date thereof and all prior
periods. With respect to the tax liabilities of MetroVision, (i) there are no
disputes pending with any taxing authority with respect to taxes of any nature
which are or may be owing by MetroVision which are not reflected in the
MetroVision Financials, (ii) no tax deficiency has been proposed in writing or,
to the best knowledge of MetroVision, threatened against MetroVision and no
action, proceeding or audit of any tax returns or reports filed by MetroVision
is pending or, to the best knowledge of MetroVision, threatened by any
governmental authority, (iii) MetroVision has not executed any waiver to extend,
or otherwise taken or failed to take any action that would have the effect of
extending, the applicable statute of limitations with respect to its tax
liabilities, (iv) MetroVision is not a "consenting corporation" within the
meaning of Section 341(f) of the Code, (v) MetroVision has at all times after
December 17, 1991 been taxable as a Subchapter C corporation under the Code and
has filed all tax returns consistent with this characterization, (vi)
MetroVision has not been a member of any consolidated combined or unitary group
(other than with Touchtel) for federal, state, or local tax purposes and (vii)
MetroVision has, or will have, all records and information necessary for the
timely and accurate filing of any tax returns due after the date hereof,
including any returns due after the Effective Date which relate to the period
prior to the Effective Date.

SECTION 3.13. Material Contracts. Set forth on Section 3.13 of the
MetroVision Disclosure Schedule is a true and complete list of all contracts,
agreements, plans, leases, policies and licenses of MetroVision of the type
required to be filed as exhibits by MetroVision under item 601 of Regulation S-K
of the Securities Act (the "MetroVision Material Contracts"), true and correct
copies of which have been provided to York Hannover prior to the date hereof. A
list of all employment contracts, severance agreements, partnership and joint
venture agreements, contractual indemnity obligations and any other agreement
which imposes a present or future restriction of MetroVision's right to do
business and all MetroVision Material Contracts which MetroVision will be
required to file as exhibits to any MetroVision SEC Documents filed after the
date hereof is included in Section 3.13 of the MetroVision Disclosure Schedule,
true and correct copies of which have been provided to York Hannover prior to
the date hereof. To the extent the same have continuing effect as of the date
hereof, MetroVision has not breached any material provision of, nor is
MetroVision delinquent in any payment required under, or in default in any
material respect under the terms thereof, nor has any condition or event
occurred which, with the giving of notice or the passage of time or both, would
constitute an event of default or a breach thereunder, except to the extent the
same has been waived in writing.

SECTION 3.14. Insurance. The properties and employees of MetroVision are
insured by the insurers or through the funds and with the types and amounts of
insurance (including, but not limited to, property, professional liability,
automobile, workers compensation, business interruption and excess indemnity
insurance) set forth in Section 3.14 of the MetroVision Disclosure Schedule (the
"MetroVision Insurance Coverage"). MetroVision is not delinquent with respect to
the payment of any premiums due with respect to the MetroVision Insurance
Coverage, and has never been denied coverage which may be required by the laws
of the states in which MetroVision conducts business. The premiums due on the
insurance which covers calender year 1995 have been paid in full and the
premiums due for the period from the date of execution of this Agreement to the
Effective Date will be paid in full as and when due.

SECTION 3.15. Litigation. Except as set forth on Schedule 3.15 of the
MetroVision Disclosure Schedule, there is not, nor has MetroVision received
written or verbal notice of any litigation, investigation or other proceeding
pending or, to the best of MetroVision's knowledge, threatened against or
relating to MetroVision or their properties or business where the amount claimed
exceeds $25,000 in any single action or $50,000 in the aggregate. There is no,
nor has MetroVision received written or verbal notice of any litigation,
investigation or other proceeding pending, or to the best of MetroVision's
knowledge threatened by the SEC, NASD, NASDAQ, the Food and Drug Administration
or any other governmental agency relating to MetroVision. MetroVision is not a
party to or bound by any orders, judgments, injunctions, decrees or settlement
agreements under which it or they may have continuing obligations as of the date
hereof or as of the Effective Date and which may materially restrict or affect
the present business operations of MetroVision. The right or ability of
MetroVision to consummate the transaction contemplated herein has not been
challenged by any

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governmental agency or any other person and MetroVision has no knowledge of the
occurrence of any event which would provide a reasonable basis for any such
litigation, investigation or other proceeding.

SECTION 3.16. Employee Plans and Contacts. Set forth on Schedule 3.16 of
the MetroVision Disclosure Schedule is a true and complete list of all bonus,
pension, stock option, stock purchase, benefit, welfare, profit sharing,
retirement, disability, vacation, severance, hospitalization, insurance,
incentive, deferred compensation and other similar fringe or employee benefit
plans, funds, programs or arrangements, and all employment contracts, contracts
for services with employees of MetroVision ("MetroVision Employees") and
executive compensation agreements, written or oral, in each of the foregoing
cases which cover, are maintained for the benefit of, or relate to any or all
MetroVision Employees or former MetroVision Employees (the "MetroVision
Employees Plans").

SECTION 3.17. Trade Names. Set forth in Section 3.17 of the MetroVision
Disclosure Schedule is a true and complete list of trade names under which
MetroVision and Touchtel are doing, or within the last 12 months have done,
business and a statement as to whether, when and where such trade names have
been registered or filed. Neither MetroVision not Touchtel have received any
notice from any person challenging or questioning the right of MetroVision or
Touchtel to use any such trade names.

SECTION 3.18. Disclosure. No representation or warranty by or on behalf
of MetroVision contained in this Agreement and no statement contained in any
certificate, list, exhibit, or other instrument furnished or to be furnished to
York Hannover pursuant hereto contains or will contain any untrue statement of
material fact, or omits or will omit to state any material facts which are
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading.

SECTION 3.19. Registration Statement/Proxy. The Registration Statement on
Form S-4 at the time it is declared effective, the Proxy Statement/Prospectus at
the time of its mailing to the MetroVision shareholders and at the time of the
meeting of the shareholders of MetroVision, will not contain any untrue
statement of a material fact or omit to state a material fact concerning
MetroVision or omit to state a material fact required or necessary to be stated
therein in order to make the statements contained therein concerning
MetroVision, in light of the circumstances under which they are made, not
misleading; except that, MetroVision makes no representation or warranty with
respect to any statement, information or omission relating to York Hannover
contained in the Registration Statement, the Proxy Statement/Prospectus or in
any other registration statement.

SECTION 3.20. No Undisclosed Liability. MetroVision does not have any
liabilities or obligations except (i) those liabilities which are set forth in
the MetroVision Financials and, (ii) those liabilities which are set forth in
Section 3.20 of the MetroVision Disclosure Schedule.

SECTION 3.21. Necessary Action. MetroVision has duly and properly taken
or obtained or caused to be taken or obtained, or prior to Closing will have
duly and properly taken or obtained or caused to be taken or obtained, all
action necessary for MetroVision (i) to enter into and to deliver this Agreement
and any and all documents and agreements executed by MetroVision in connection
herewith or in furtherance hereof and (ii) to carry out the terms hereof and
thereof and the transaction contemplated herein and therein, including, but not
limited to, obtaining the consent of the Board of Directors. Except as provided
in Sections 5.01 and 5.02, no other action by or on behalf of MetroVision is or
will be necessary to authorize the execution, delivery and performance of this
Agreement and any documents and agreements executed by MetroVision in connection
herewith or the transaction contemplated herein.

SECTION 3.22. Restrictions on Business Activities. Except for this
Agreement, there is no material agreement, judgment, injunction, order or decree
binding upon MetroVision or any of its subsidiaries which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of MetroVision or any of its subsidiaries, any acquisition
of property by MetroVision or any of its subsidiaries or the conduct of business
by MetroVision or any of its subsidiaries as currently conducted or as proposed
to be conducted by MetroVision.

SECTION 3.23. Investment Company Act. Neither MetroVision or Touchtel are
an Investment Company within the meaning of the Investment Company Act of 1940,
as amended.

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METROVISION OF NORTH AMERICA, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
APRIL 1, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Robert F. Hussey and David
Fancher or either one of them, as proxies, with full power of substitution, to
vote all shares of stock of MetroVision of North America, Inc. (the "Company")
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Shareholders of the Company to be held at 405 Park Avenue,
Sixteenth Floor, New York, NY 10022, at 10:00 o'clock a.m., local New York time,
on April 1, 1997, or at any adjournments or postponements thereof:

Proposal 1 -- Approval of the 1 for 4.6 Reverse Stock Split

FOR / / AGAINST / / ABSTAIN / /

Proposal 2 -- Adoption and approval of the Merger Agreement dated as of
May 10, 1996.

FOR / / AGAINST / / ABSTAIN / /

Proposal 3 -- To amend the Restated Certificate of Incorporation to change
the name of the Company to "York Hannover Health Care, Inc."

FOR / / AGAINST / / ABSTAIN / /

Proposal 4 -- Election of Directors (VOTE FOR BOTH SLATES BELOW)

Merger Slate: Lawrence B. Cummings Thomas M. Clarke
Peter Doelger Robert F. Hussey Courtlandt G. Miller

FOR / / [TO WITHHOLD AUTHORITY FOR ANY ONE OR ALL
NOMINEES, STRIKE A LINE THROUGH SUCH NOMINEE'S NAME.]

Non-Merger Slate: Robert F. Hussey Joseph A. Calabrese Don
Stephen Aron William H. Hessick III

FOR / / [TO WITHHOLD AUTHORITY FOR ANY ONE OR ALL
NOMINEES, STRIKE A LINE THROUGH SUCH NOMINEE'S NAME.]

(PROPOSALS CONTINUED ON REVERSE SIDE.)

(PLEASE DATE AND SIGN ON REVERSE SIDE.)

<PAGE>

Proposal 5 -- To increase the authorized number of shares of the Company's
Common Stock from 2,173,913 shares to 25,000,000 shares.

FOR / / AGAINST / / ABSTAIN / /

Proposal 6 -- To increase the number of shares of the Company's Common Stock
reserved for issuance upon the grant of options under the
Company's Employee Stock Option Plan from 97,286 shares to
900,000 shares.

FOR / / AGAINST / / ABSTAIN / /

Proposal 7 -- To transact such other business as may properly come before the
Special Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED, OR IF NO
SPECIFICATIONS ARE MADE, WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE
REVERSE STOCK SPLIT, AGREEMENT OF MERGER AND THE MERGER, FOR BOTH SLATES OF
DIRECTORS AND THE OTHER PROPOSALS SET FORTH HEREIN.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT FURNISHED HEREWITH, AND HEREBY CONFIRMS THAT THIS PROXY
SHALL BE VALID AND MAY BE VOTED WHETHER OR NOT THE SHAREHOLDER'S NAME IS SET
FORTH BELOW OR A SEAL IS AFFIXED OR THE DESCRIPTION, AUTHORITY OR CAPACITY OF
THE PERSON SIGNING IS GIVEN OR OTHER DEFECT OF SIGNATURE EXISTS.

Dated: _____________________ , 1997

___________________________________
Signature of Shareholder

Note: When signing as
attorney-in-fact, executor,
administrator, trustee or
guardian, please add your
title as such, and if signer
is a corporation, please sign
with full corporate name by
duly authorized officer or
officers and affix the
corporate seal. Where stock
is issued in the name of two
or more persons, all such
persons should sign.