File No. 333-62071
Rule 424(b)(3)
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 3, 1998
The disclosure in the table and related footnotes on page 22 under the
heading "Selling Security Holders", shall be amended to reflect the transfer
from Morgan Fuller Capital Group LLC of 74,925 shares of Common Stock and 49,950
warrants as follows:
<TABLE>
<CAPTION>
No. of Shares
No. of Shares No. of Shares of Common
of Common of Common Stock Benefi- Ownership
Name of Selling Stock Benefi- Stock Offered cially Owned After
Security Holder cially Owned Hereby After Offering Offering
- --------------- ------------ ------ -------------- --------
<S> <C> <C> <C> <C> <C>
Bankas Hermis(19) 46,250 46,250 0 0
Edward Dubrovsky(20) 25,000 25,000 0 0
Dmitri Nadeev(21) 12,500 12,500 0 0
Thornhill
Investments(21) 12,500 12,500 0 0
Leonid Mezhvisky(22) 6,250 6,250 0 0
Software
Syndicate(22) 6,250 6,250 0 0
Ion Zaydelman(22) 6,250 6,250 0 0
Oleg Kuperschmidt(23) 4,375 4,375 0 0
Northlea Partners(24) 3,000 3,000 0 0
Yefim Khabay(25) 2,500 2,500 0 0
Morgan Fuller
Capital Group(26) 125 125 0 0
</TABLE>
- ------------------
(19) Represents 27,750 shares of Common Stock and 18,500 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(20) Represents 15,000 shares of Common Stock and 10,000 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(21) Represents 7,500 shares of Common Stock and 5,000 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(22) Represents 3,750 shares of Common Stock and 2,500 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
<PAGE>
(23) Represents 2,625 shares of Common Stock and 1,750 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(24) Represents 1,800 shares of Common Stock and 1,200 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(25) Represents 1,500 shares of Common Stock and 1,000 shares of Common
Stock underlying a Warrant exercisable at $3.00 per share until June
30, 2003.
(26) Represents 75 shares of Common Stock and 50 shares of Common Stock
underlying a Warrant exercisable at $3.00 per share until June 30,
2003.
The date of this Supplement is December 17, 1998.
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