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Supplement to Prospectus Dated April 13, 1999
ImaginOn has notified the Shaar Fund, Ltd. and World Capital Funding LLC that
it has decided to lower the warrant exercise price for the warrants owned by
them (see page 16 in the Prospectus) from $6.00 per share to $3.50 per share for
the period beginning at 12:01 a.m. Pacific Standard Time October 26, 1999, until
Ocotober 28, 1999 at 5:00 p.m. Pacific Standard Time.
The October 25, 1999 closing price for ImaginOn common stock on the NASDAQ
SmallCap Market was $4.03125 per share.
The date of this Supplement is October 25, 1999
