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Initial Issue Of Securities

The company will issue approximately 100,000 shares of common stock out of an authorized total of at least 350,000. It will also issue approximately 100,000 warrants, expiring in 18 months, which can be exercised to buy common stock.

Stock will be issued in return for cash, computing equipment, notes, and other considerations at a price of $1.00 a share. Warrants will be issued at $.01 each.

Investors putting up cash will pay $1.01 for a unit consisting of one share of common stock and one warrant.

Those having computing equipment needed by the company will be able to sell it at a negotiated price representing fair market value, in return for common stock at $1.00 a share.

Each participant will be able to buy up to 3,000 shares on a 10% note payable in three years. The note is to be a recourse loan, representing a potential claim on any of the investor's assets.

Each participant is expected to invest in at least 3,000 shares by means of cash, equipment, or notes. The investment may be through a partnership or a corporation, though a corporation may not issue notes for shares.

It is expected that stock will be issued to Mike Riddle in return for the non-9900 rights to the Interact package, contingent on delivery of a working version for certain computers within a fixed time. Stock will also be issued to the founding group, Marinchip Systems Ltd. (MSL) in return for expenses incurred in organizing the new company and possibly for software, including QBASIC.

Editor: John Walker