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    Viscorp Overview

[The corporate info packet for VisCorp, the North American licensees of the Amiga technology. -Jason]

VisCorp Overview

VisCorp is an Illinois corporation with offices in Chicago and engineering facilities in Westchester, Pennsylvania and in the Silicon Valley area of California.

VisCorp has developed a unique interactive set-top device (trademarked "ED") that enables a host of new interactive services that can be delivered over existing cable or even telephone systems, without the necessity for new and highly expensive hybrid fiber/coaxial broadband plant. This new platform is designed to be low cost and enables the television set to act much like a modem-equipped computer with all functions being controlled by a familiar hand-held remote control.

The ED provides unique telephone management features, on-screen TV program guides, fax and e-mail, Internet access, and the ability to down-load and play arcade quality video games right on the TV. With a non-technical and friendly front-of-screen experience and a target retail price of about $300, ED will make the information superhighway accessible to the mass market. Business Case

On-line services are growing rapidly. By some estimates access to the Internet is growing at a rate as high as 20% per month and is expected to top 100 million users world-wide by the end of 19961. Many cable and telephone companies are launching trials of broadband video-on-demand interactive technologies.

However modem-equipped personal computers are still priced well out of the reach of many families and their complexity remains daunting to others. Interactive television technology to support full motion video-on-demand is still extremely expensive with most digital set-tops being priced in excess of $1,000. Further, in order to deliver compelling programming, such set-tops must be backed-up by tens of millions of dollars in telecommunications infrastructure upgrades including ATM switching systems and powerful digital servers in each market.

It is VisCorp's belief that there is a market opportunity to provide revenue producing interactive services to the mass market that do not involve deployment of such technologies and which are far cheaper and easier to use than the typical PC.

To do this, VisCorp has designed a set-top appliance that uses a highly efficient design and operating system that greatly reduces the amount of memory needed to manipulate video images on the TV. Memory is the one irreducible cost in digital electronics, and by reducing a dependence on memory, VisCorp has brought the cost of the device down to where it can penetrate the mass market.

VisCorp intends to license consumer electronics manufacturers and distributors to produce the hardware and market it to consumers. VisCorp has had preliminary discussions with several manufacturers, including Pioneer, Zenith, Toshiba and Freedom Star. Unless offered a substantial up-front exclusive royalty, VisCorp intends to provide as many manufacturers as possible with the right to use the technology.

VisCorp expects to get only a relatively low revenue stream from this manufacturing licenses, and instead plans to receive substantially all of its revenue from the variety of services it intends to make available through the ED. The nominal licensing fee is designed to encourage a low-priced device to be offered with the expectation of greater acceptance by consumers and a level of market penetration that will permit the use of the ED as a new electronic publishing platform.

While the ED will be an open system and, in theory, any application developer can write for it, the ability to develop applications to run in the reduced memory environment of the ED is not widely available. Consequently, VisCorp's intimate knowledge of the operating system is expected to enable it to get to market sooner with more compelling programming than any emergent competition.

As this happens, product marketing on this new medium will grow explosively. Whether the consumer is looking for a movie, an interactive game, a house, a sweater, a particular kitchen appliance, or simply information about a vacation destination, he or she will need the ability to either quickly locate a specific product or service or to have fun browsing selections while looking for an impulse purchase opportunity.

### The ED Interactive Set-Top

The Company's initial hardware product, the ED, is an electronic device designed to be placed on top of - or next to - a television set. The ED is designed to permit consumers to perform a variety of functions and utilize a number of on-line interactive services which the Company expects to make available in the future, including video games, home shopping, educational programs and fax capability. To the extent these services are currently available to consumers they are not available except on office devices and personal computers. The ED can be marketed for a small fraction of the cost of such devices and also can support entirely new capabilities such as advanced telephone management.

The ED is essentially a highly cost-optimized computer with a graphical, simple-to-use interface which can be remotely configured from a host operating system. It comes equipped with a modem, video and audio circuitry and a controller. The ED is connected to an ordinary telephone line and uses the consumer's standard television set as a monitor. ED can present text and graphics on a television set using specially configured fonts so that it is readable at normal viewing distances. The ED can also overlay graphics and text on the television picture or bring up a solid background to facilitate information viewing.

The ED converts the consumer's television set into a high-quality duplex speaker phone with one-touch on-screen dialing so that calls may be placed from the living room couch with the remote control. In locations where caller ID is available, ED scans the incoming call and checks the number against a database. If it recognizes the number, ED scrolls the name of the incoming caller across the TV picture and the viewer may answer the call and speak to the person with a flick of the remote control.

Included on the ED is a magnetic card stripe reader so that credit or debit cards may be swiped to confirm transactions and debit cards may be "filled" with electronic funds drawn on the consumer's bank. Some of the other features that the Company has implemented and intends to provide through the ED are:

- a user-friendly interface to the Internet including a Web Browser,
- a linking mechanism to allow multiple users in different homes to play the same video games, competing in real time,
- in-home gaming and wagering,
- a voice bulletin board on the Internet,
- one-touch remote dialing of 800 numbers for reservations, hotel booking etc,
- one-touch dialing of home delivery and catalog shopping services,
- classified and "Yellow Pages" type advertising,
- guides to restaurants and other entertainment,
- statistics gathering programs to track consumer TV viewing patterns and usage of the of specific interactive services,
- a complete transaction processing, tracking and billing mechanism,
- distribution of electronic coupons,
- electronic banking including secure encryption and the ability to "fill" debit cards,
- various specialized applications for the hospitality and health care industries.

### Management Team

- Chief Executive Officer- Bill Buck Former President of Cableshare US, and Vice President for New Business Development at ICTV, both pioneering interactive television technology and programming developers.

- Chief Operating Officer - David Serlin, Co Founder and former Director, Executive VP and COO of ICTV, a 85-person pioneering interactive technology company, now backed by IBM and Cox and currently retained as the prime vendor and system integrator for Cox Cables on-going Interactive Television Trial in Omaha.

- Chief Financial Officer - Marv Lerch, Former CEO, President and Chief Financial Officer of Cableshare Ltd., a early developer of interactive video systems that supplied the technology and programming for a 10,000 home test by JC Penney in 1988 and 1989 and by AT&T and Bell Atlantic in 1991-1993

- Chief Technical Officer-Don Gilbreath, Former Director of R&D and Market Development for Commodore Electronics Ltd. and the designer of the Commodore CD-TV interactive product.

- Chief Pain-in-the-Butt Bozo-Roger Remillard, former salesman for a commercial painting contractor.

### Company Background

The Company was formed in Chicago, Illinois on May 1, 1990 under the name Information on Command, Inc. The Company changed its name to Visual Information Service Corp. on May 22, 1990. The Company has a limited history of operations. The principals of the Company began developing the ED technology in 1990 and first produced a prototype in May 1993. In November 1994, the Company hired its current managment team and in December 1994, the Company established a relationship with its first interactive service provider, NTN Communications, Inc. In May 1995, the Company licensed the rights to the former Commodore Amiga technology, now owned by ESCOM AG of Germany. By incorporating elements of the efficient Amiga chip-set and operating system into the ED box, the Company believes it can reduce manufacturing costs and also enable the ED box to utilize the vast library of exiting Amiga software, particularly arcade quality video games.

The Company has not yet begun manufacturing the ED (other than a small number of prototypes) and is conducting a six-month market trial in conjunction with focus group studies of the ED in up to 25 homes on a cable system in a Detroit suburb. After completion of this study and after making further refinements and modifications to the ED, VisCorp plans to begin manufacturing and mass marketing the ED during early 1996.

`1 Peter Auditore, "X Opens The Internet" Computer Technology Review, Fall 1994, p 18.`