Presencia En Medios SA de CV – ‘SC 13D’ on 10/1/01 re: Gabriel Technologies Corp

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership -- js13d     9     47K 
 2: EX-99       Miscellaneous Exhibit -- jsexhibitd                   16±    62K 

SC 13D   —   General Statement of Beneficial Ownership — js13d
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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

SCHEDULE 13D    

Under the Securities Exchange Act of 1934     
(Amendment No. _______)*    

PRINCETON VIDEO IMAGE, INC.     
------------------------------------------------------------------------------- 
(Name of Issuer)    

Common Stock, par value $.001     
------------------------------------------------------------------------------- 
(Title of Class of Securities)    

742476104     
----------------------------    
(CUSIP Number)    

Eduardo Sitt    
Presencia en Medios, S.A. de C.V.     
Palmas #735-206     
Mexico, DF 11000    
Mexico    
(525) 202-2383    

With a copy to    
Joseph A. Stern     
Fried Frank Harris Shriver & Jacobson     
One New York Plaza    
New York, NY 10004-1980     
(212) 859-8000    
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person     
Authorized to Receive Notices and Communications)     

September 20, 2001    
------------------------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement)     

If the filing  person has  previously  filed a statement on Schedule 13G to     
report the  acquisition  that is the subject of this  Schedule  13D, and is     
filing  this  schedule  because  of ss.ss.  240.13d-1(e),  240.13d-1(f)  or     
240.13d-1(g), check the following box |X|.                                      

NOTE:  Schedules filed in paper format should include a signed original and     
five copies of the schedule,  including all exhibits.  See ss. 240.13d-7(b)     
for other parties to whom copies are to be sent.                                

*The  remainder  of this cover  page  shall be filled  out for a  reporting     
person's  initial  filing on this form with respect to the subject class of     
securities,  and for any subsequent amendment containing  information which     
would alter disclosures provided in a prior cover page.                         

The information required on the remainder of this cover shall not be deemed     
to be "filed" for the purpose of Section 18 of the Securities  Exchange Act     
of 1934 ("Act") or otherwise  subject to the liabilities of that section of     
the Act but shall be subject to all other  provisions  of the Act (however,     
see the Notes).                                                                 

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SCHEDULE 13D          

CUSIP No.  742476-10-4                          Page 2 of 17 Pages              

1   NAMES OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)             

Presencia en Medios, S.A. de C.V.                                       

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
(See Instructions)                                   (b)  [x]           

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS (See Instructions)                                          

WC; OO                                                                  

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Mexico                                                                  

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           1,304,146                                                

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       3,454,299                                                   

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         1,304,146                                                   

10  SHARED DISPOSITIVE POWER                    

3,454,299                               

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

4,758,445                                                               

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11)                                   
EXCLUDES CERTAIN SHARES (See Instructions) [x]                          

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

26.4%                                                                   

14  TYPE OF REPORTING PERSON (See Instructions)                                 

OO                                                                      

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SCHEDULE 13D          

CUSIP No.  742476-10-4                          Page 3 of 17 Pages              

1   NAMES OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)             

Presence in Media LLC                                                   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
(See Instructions)                                   (b)  [x]           

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS (See Instructions)                                          

OO                                                                      

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                                

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       3,454,299                                                   

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

3,454,299                               

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

3,454,299                                                               

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11)                                   
EXCLUDES CERTAIN SHARES (See Instructions)                              

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

19.8%                                                                   

14  TYPE OF REPORTING PERSON (See Instructions)                                 

OO                                                                      

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SCHEDULE 13D    

ITEM 1.   SECURITY AND ISSUER.                                                  

This Statement on Schedule 13D (this "Statement") relates to the      
Common Stock, par value $.001 (the "Common Stock"), of Princeton Video          
Image, Inc., a Delaware corporation (the "Issuer" or "Princeton Video           
Image"). The principal executive offices of the Issuer are located at 15        
Princess Road, Lawrenceville, New Jersey 08648.                                 

ITEM 2.   IDENTITY AND BACKGROUND.                                              

(a)-(f). This Statement is filed jointly by Presencia en Medios, S.A. 
de C.V., a corporation (sociedad anonima de capital variable) organized         
under the laws of Mexico ("Presencia"), and Presence in Media LLC, a            
Delaware limited liability company and a wholly owned subsidiary of             
Presencia ("Presence in Media"). Presencia amd Presence in Media are herein     
referred to as the "Reporting Persons."                                         

Presencia and Presence in Media serve as holding companies for their  
respective equity interests in the Issuer. The principal business address       
for Presencia and Presence in Media is Paseo de las Palmas #735-206,            
Mexico, DF 11000.                                                               

The name, position, principal occupation and business address of the  
principal executive officers and directors of Presencia are as follows:         

                                                        [Enlarge/Download Table]

Name               Position at Presencia/        Business Address                     
----               ----------------------        ----------------                     
                   Principal Occupation                                               
                   --------------------                                               

                                                                                      
Eduardo Sitt       Chairman of the Board and     c/o Presencia en Medios, S.A. de C.V.
                   President of                  Paseo de las Palmas #735-206         
                   Presencia/private investor    Mexico, DF  11000                    
                   and businessman                                                    

David Sitt         Director General of           c/o Publicidad Virtual, S.A. de C.V. 
                   Presencia/consultant to       Paseo de los Laureles 458-301        
                   Publicidad Virtual, S.A. de   Bosque de las Lomas C.P.             
                   C.V.                          Mexico, DF  05120                    

Roberto Sonabend   Director General of           c/o Publicidad Virtual, S.A. de C.V. 
                   Presencia/consultant to       Paseo de los Laureles 458-301        
                   Publicidad Virtual, S.A. de   Bosque de las Lomas C.P.             
                   C.V.                          Mexico, DF  05120                    

Emilio Romano      Member of the Board of        2875 N.E. 191 Street                 
                   Directors of                  Suite 514                            
                   Presencia/private investor    Aventura, FL  33180                  

Jaime Serra Puche  Member of the Board of        Edificio Plaza Reforma               
                   Directors of                  Prol. Paseo de la Reforma No.        
                   Presencia/senior partner of   600 Suite 103                        
                   Serra and Associates          Santa Fe                             
                   International, a consulting   Mexico, DF 01210                     
                   firm specializing in law and                                       
                   economics                                                          

Jose Harari        Member of the Board of        Av. Homero 1804 Suite 203            
                   Directors of                  Col. Polanco                         
                   Presencia/independent real    Mexico, DF 11560                     
                   estate investor                                                    

Jose Madariaga     Member of the Board of        Av. Universidad 1200, 2o. Piso       
                   Directors of Presencia/Vice   Col. el Xoco                         
                   Chairman of BBVA              Mexico, DF 03339                     
                   Bancomer, a publicly held                                          
                   financial corporation                                              

Alfredo Achar      Member of the Board of        Blvd. Manuel Avila Camacho No. 138   
                   Directors of Presencia/Chief  - PH 1 Y 2                           
                   Executive Officer of          Col. Lomas de Chapultepec            
                   Comex, S.A., a paint          Mexico, DF 11560                     
                   manufacturer and retailer                                          

Each of the foregoing persons is a citizen of Mexico. Presencia is the
sole member of Presence in Media, which has no officers or directors.           

None of the Reporting Persons, nor, to the knowledge of the Reporting 
Persons, any of the individuals named above, have been, during the past         
five years, (i) convicted in a criminal proceeding (excluding traffic           
violations or similar misdemeanors) or (ii) a party to a civil proceeding       
of a judicial or administrative body of competent jurisdiction and as a         
result of such proceeding was or is subject to a judgment, decree or final      
order enjoining future violations of, or prohibiting or mandating               
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

From 1993 through 1997, Presencia acquired Common Stock and warrants  
to purchase shares of Common Stock in various negotiated private                
transactions with the Issuer using Presencia's working capital to finance       
such purchases.                                                                 

On September 20, 2001, Princeton Video Image completed its acquisition
of Publicidad Virtual, S.A. de C.V., a licensee of Princeton Video Image        
and wholly owned subsidiary of Presencia ("Publicidad Virtual"). In the         
acquisition, Princeton Video Image issued Common Stock and warrants to          
purchase shares of Common Stock to Presencia and Presence in Media in           
exchange for the outstanding capital stock of Publicidad Virtual.               

ITEM 4.   PURPOSE OF TRANSACTION.                                               

Under a Reorganization Agreement, dated as of December 28, 2000, as   
amended by an Amendment Agreement dated as of February 4, 2001 (the             
"Reorganization Agreement"), by and among Presencia, Eduardo Sitt, David        
Sitt and Roberto Sonabend, Presence in Media, Virtual Advertisement LLC,        
PVI LA, LLC, the Issuer and Princeton Video Image Latin America, LLC,           
Princeton Video Image issued, in the aggregate, 2,678,353 shares of Common      
Stock and warrants to purchase 1,036,825 shares of Common Stock to              
Presencia and Presence in Media in exchange for the outstanding capital         
stock of Publicidad Virtual. Of these amounts, (i) Presencia received           
133,198 shares of Common Stock (subject to 26,640 shares thereof being held     
in escrow until September 20, 2003) and warrants to purchase 551,841 shares     
of Common Stock, and (ii) Presence in Media received 2,544,435 shares of        
Common Stock (subject to 508,887 shares thereof being held in escrow until      
September 20, 2003) and warrants to purchase 984,984 shares of Common           
Stock. Presencia and Presence in Media are each entitled to vote their          
respective shares of Common Stock held in escrow and receive dividends with     
respect to such shares (with such dividends being held in escrow until the      
underlying shares are released therefrom). The Issuer shall release to          
Presencia or Presence in Media any shares held in escrow if Presencia or        
Presence in Media, as the case may be, has delivered to the Issuer              
Substitute Collateral (as defined in the Reorganization Agreement) in an        
amount equal to $4.00 per share.                                                

Pursuant to the terms of the Reorganization Agreement, Presencia is   
entitled to the following board representation:                                 

  o    Presencia is entitled to designate a maximum of three (3)
        members to the Issuer's board of directors, with the exact
        number being contingent upon the percentage of outstanding
     shares of Common Stock held by Presencia, Eduardo Sitt,
     David Sitt, Roberto Sonabend, Presence in Media and any
    Permitted Transferee (as defined in the Reorganization
         Agreement) (collectively defined as the "Seller Group"), in
       the aggregate; all members of the Seller Group shall vote
        all shares of Common Stock over which they exercise voting
control in favor of Presencia's designees;        

   o    As long as Presencia is entitled to designate at least one
       (1) member to the Issuer's board of directors, the Issuer
         will elect or appoint an individual designated by Presencia
      to such committees of the Issuer's board of directors as
          Presencia shall request; provided that Presencia is entitled
       to have a designee sit on at least fifty percent (50%) of
       such committees and is entitled to have a designee sit on
      the executive and nominating committees at any time when
such committees exist;                            

   o    As long as Presencia is entitled to designate at least one
       (1) member to the Issuer's board of directors, the Issuer
         will elect or appoint an individual designated by Presencia
     to the board of directors of Publicidad Virtual and any
          entity which is a subsidiary of Publicidad Virtual; however,
        if David Sitt or Roberto Sonabend is a member of the board
          of directors of Publicidad Virtual, then Presencia will have
    no entitlement to designate another individual to such
board;                                            

   o    As long as Presencia is entitled to designate at least one
       (1) member to the Issuer's board of directors, the Issuer
         will elect or appoint an individual designated by Presencia
         to the board of directors of any entity of which Publicidad
         Virtual is a subsidiary (other than any entity of which the
Issuer is a direct or indirect subsidiary); and   

   o    As long as Presencia is entitled to designate at least one
       (1) member to the Issuer's board of directors, the Issuer
         will elect or appoint an individual designated by Presencia
      to the board of directors of any other subsidiary of the
          Issuer in the event any director of the Issuer, who is not a
 full-time employee of the Issuer, is serving on the
subsidiary's board of directors.                  

Pursuant to the terms of the Reorganization Agreement, the members of 
the Seller Group have the right to participate, on a pro rata basis             
according to their fully diluted equity interest in the Issuer, in sales of     
securities Princeton Video Image issues in the future, subject to certain       
exceptions set forth in the Reorganization Agreement. These rights shall        
terminate on the earlier of (i) termination of the Reorganization Agreement     
pursuant to the terms thereof, (ii) September 20, 2005, and (iii) the first     
date on which the members of the Seller Group own in the aggregate twelve       
percent (12%) or less of the then outstanding shares of Common Stock.           

Pursuant to terms of the Reorganization Agreement, Presencia has      
agreed that neither it nor any member of the Seller Group will acquire any      
securities of the Issuer (other than acquisitions through the                   
Reorganization Agreement, including by exercise of warrants or from another     
member of the Seller Group) without the prior written approval of the           
Issuer's board of directors, if following such acquisition the aggregate        
number of shares of Common Stock owned by the Seller Group would, in the        
aggregate, exceed thirty percent (30%) of the Common Stock outstanding          
after such acquisition. Each member of the Seller Group has also granted to     
the Issuer's chief executive officer an irrevocable proxy to vote all           
shares of Common Stock purchased by members of the Seller Group (i) during      
any third party tender or exchange offer for at least thirty percent (30%)      
of the outstanding Common Stock or (ii) in violation of the restrictions        
set forth in the preceding sentence. The restrictions upon the purchase of      
securities of the Issuer by Presencia and the other members of the Seller       
Group will terminate on the earliest of: (i) February 4, 2002; (ii) the         
first date on which the Seller Group owns, in the aggregate, less than ten      
percent (10%) of the outstanding Common Stock; (iii) the date on which          
Dennis P. Wilkinson ceases to be the Issuer's Chief Executive Officer; and      
(iv) the date on which any third party or "group" (within the meaning of        
Section 13(d)(3) of the Exchange Act) (other than the Seller Group)             
acquires thirty percent (30%) or more of the Common Stock, except in a          
transaction approved by the Issuer's board of directors.                        

Under a Registration Rights Agreement, dated as of September 20, 2001 
(the "Registration Rights Agreement"), by and among the Issuer and each of      
the persons or entities named in Schedule A thereto (which include              
Presencia and Presence in Media and are collectively referred to as the         
"Investors"), the Investors have the right to five demand registrations and     
the right to an unlimited number of piggyback registrations. The                
Registration Rights Agreement applies to all shares of Common Stock (or         
other equity securities of the Issuer) held at the time of execution            
thereof, acquired on the date thereof or acquired after the execution           
thereof. The Registration Rights Agreement does not require the holders of      
the registration rights to exercise such rights under the agreement within      
any set period of time. The Investors have also agreed not to dispose of        
any Common Stock or any other equity securities of the Issuer in certain        
circumstances as set forth in the Registration Rights Agreement.                

Under a Shareholders Agreement, dated as of February 4, 2001 ( the    
"Shareholders Agreement"), between the Issuer, PVI Holding, LLC ("PVI           
Holding"), Brown F. Williams and Presencia, Presencia agreed, subject to        
PVI Holding maintaining a specified ownership interest in the Issuer, to        
discuss the possibility of effecting certain transfers of its shares with       
PVI Holding prior to effecting any such transfer. Presencia also agreed,        
subject to PVI Holding maintaining a specified ownership interest in the        
Issuer, to vote its shares of Common Stock in favor of approval of PVI          
Holding's designee for election to the Issuer's board of directors.             

The summary set forth herein of certain provisions of the             
Reorganization Agreement, the Registration Rights Agreement and the             
Shareholders Agreement does not purport to be a complete description            
thereof and is qualified in its entirety by reference to the full               
provisions of such agreements, copies of which have been filed as exhibits      
to this Statement.                                                              

The Reporting Persons intend to review continuously their positions in
the Issuer. Depending upon future evaluations of the business prospects of      
the Issuer and upon other developments (including, but not limited to,          
general economic and business conditions and stock market conditions), and      
subject to any applicable legal and contractual restrictions on their           
ability to do so, the Reporting Persons may retain or seek to increase          
their equity interest in the Issuer or dispose of all or a portion of their     
equity interest in the Issuer.                                                  

Except as described in this Item 4, the Reporting Persons have no     
present plans or proposals which relate to or would result in any of the        
actions enumerated in Item 4 of Schedule 13D.                                   

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

    The percentages set forth in this Item 5 are based on 16,512,091
shares of Common Stock outstanding, as reported in the Issuer's Annual          
Report on Form 10-K for the year ended June 30, 2001, filed September 28,       
2001.                                                                           

     (a) Presencia directly beneficially owns 721,326 shares of Common
Stock and warrants to purchase 582,820 shares of Common Stock, and may also     
be deemed to indirectly beneficially own 2,544,435 shares of Common Stock       
and warrants to purchase 909,864 shares of Common Stock held by Presence in     
Media, resulting in beneficial ownership of 4,758,445 shares of Common          
Stock, or approximately 26.4% of the outstanding Common Stock.                  

    Presence in Media directly beneficially owns 2,544,435 shares of
Common Stock and warrants to purchase 909,864 shares of Common Stock,           
resulting in beneficial ownership of 3,454,299 shares of Common Stock, or       
approximately 19.8% of the outstanding Common Stock.                            

Eduardo Sitt owns options to purchase 38,333 shares of Common Stock.  
David Sitt and Roberto Sonabend are each entitled to options to purchase        
275,000 shares of Common Stock pursuant to the terms of the employment          
agreements contemplated by the Reorganization Agreement.                        

(b) Presencia has sole power to vote and dispose of 1,304,146 shares  
of Common Stock and shared power to vote and dispose of 3,454,299 shares of     
Common Stock. Presence in Media has shared power to vote and dispose of         
3,454,299 shares of Common Stock.                                               

 (c) As more fully discussed in Item 4, on September 20, 2001,
Princeton Video Image issued, in the aggregate, 2,678,353 shares of Common      
Stock and warrants to purchase 1,036,825 shares of Common Stock to              
Presencia and Presence in Media in exchange for the outstanding capital         
stock of Publicidad Virtual.                                                    

(d) Not applicable.                                         

(e) Not applicable.                                         

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS              
WITH RESPECT TO SECURITIES OF THE ISSUER.                   

Except as set forth in this Statement, (i) none of the Reporting      
Persons nor, to the knowledge of the Reporting Persons, any person              
identified in Item 2, has any contract, arrangement, understanding or           
relationship with any other person with respect to any securities of the        
Issuer including, but not limited to, any contract, arrangement,                
understanding or relationship concerning the transfer or the voting of any      
such securities, joint ventures, loan or option arrangements, puts or           
calls, guaranties of loans, guaranties against loss or the giving or            
withholding of proxies and (ii) none of the securities as to which this         
Statement relates is pledged or is otherwise subject to a contingency the       
occurrence of which would give another person voting power or investment        
power over such securities.                                                     

Neither the filing of this Statement nor any of its contents shall be 
deemed to constitute an admission that any of the Reporting Persons is a        
member of a "group" for purposes of Rule 13d-5 of the Exchange Act with any     
of the persons mentioned in this Statement, or that such "group" exists,        
and each of the Reporting Persons expressly disclaims the existence, or         
membership in, any such "group" and beneficial ownership of stock of the        
Issuer held by any of persons mentioned in this Statement, except that          
Presencia does not disclaim beneficial ownership of the Common Stock held       
by Presence in Media.                                                           

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

Exhibit A: Reorganization Agreement, dated as of December 28, 2000, as
amended, by and among Presencia, Eduardo Sitt, David Sitt and Roberto           
Sonabend, Presence in Media, Virtual Advertisement LLC, PVI LA, LLC, the        
Issuer and Princeton Video Image Latin America, LLC (incorporated by            
reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed       
January 5, 2001).                                                               

Exhibit B: Amendment Agreement, dated as of February 4, 2001, by and  
among Presencia, Eduardo Sitt, David Sitt and Roberto Sonabend, Presence in     
Media, Virtual Advertisement LLC, PVI LA, LLC, the Issuer and Princeton         
Video Image Latin America, LLC (amending the Reorganization Agreement           
referred to in Exhibit A above) (incorporated by reference to Exhibit 2.2 to    
the Issuer's Quarterly Report on Form 10-Q for the quarter ended December       
31, 2000, filed February 14, 2001).                                             

Exhibit C: Shareholders Agreement, dated as of February 4, 2001,      
between the Issuer, PVI Holding, LLC, Brown F. Williams and Presencia           
(incorporated by reference to Exhibit E to Exhibit 10.3 of the Issuer's         
Amendment to its Report on Form 10-Q for the quarter ended December 31,         
2000, filed February 21, 2001).                                                 

Exhibit D: Registration Rights Agreement, dated as of September 20,   
2001, by and among the Issuer and each of the persons or entities named in      
Schedule A thereto.                                                             

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SIGNATURES    

 After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this        
statement is true, complete and correct.                                        

Dated:  October 1, 2001                                                         

                       PRESENCIA EN MEDIOS, S.A. DE C.V.

         By:  /s/ David Sitt
                             ---------------------------------
             Name:  David Sitt
                   Title: Director General

           PRESENCE IN MEDIA LLC

                            By: Presencia en Medios, S.A. de C.V.,
             its sole member

         By:  /s/ David Sitt
                             ---------------------------------
             Name:  David Sitt

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Appendix 1    

Joint Filing Agreement    

The undersigned agree that the foregoing Statement on Schedule 13D is being     
filed with the Commission on behalf of each of the undersigned pursuant to      
Rule 13d-1(k)(1).                                                               

Dated:  October 1, 2001                                                         

                       PRESENCIA EN MEDIOS, S.A. DE C.V.

         By:  /s/ David Sitt
                             ---------------------------------
             Name:  David Sitt
                   Title: Director General

           PRESENCE IN MEDIA LLC

                            By: Presencia en Medios, S.A. de C.V.,
             its sole member

         By:  /s/ David Sitt
                             ---------------------------------
             Name:  David Sitt

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Exhibit A     
---------     

Reorganization Agreement, dated as of December 28, 2000, as amended,  
by and among Presencia, Eduardo Sitt, David Sitt and Roberto Sonabend,          
Presence in Media, Virtual Advertisement LLC, PVI LA, LLC, the Issuer and       
Princeton Video Image Latin America, LLC (incorporated by reference to          
Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed January 5,         
2001).                                                                          

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Exhibit B     
---------     

Amendment Agreement, dated as of February 4, 2001, by and among       
Presencia, Eduardo Sitt, David Sitt and Roberto Sonabend, Presence in           
Media, Virtual Advertisement LLC, PVI LA, LLC, the Issuer and Princeton         
Video Image Latin America, LLC (amending the Reorganization Agreement)          
(incorporated by reference to Exhibit 2.2 to the Issuer's Quarterly Report      
on Form 10-Q for the quarter ended December 31, 2000, filed February 14,        
2001).                                                                          

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Exhibit C     
---------     

Shareholders Agreement, dated as of February 4, 2001, between the     
Issuer, PVI Holding, LLC, Brown F. Williams and Presencia (incorporated by      
reference to Exhibit E to Exhibit 10.3 of the Issuer's Amendment to its         
Report on Form 10-Q for the quarter ended December 31, 2000, filed February     
21, 2001).                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		9/20/05		4
		9/20/03		4
		2/4/02		4
Filed on:		10/1/01		5		6
		9/28/01		4					10-K
		9/20/01		1		4			8-K,  8-K/A
		6/30/01		4					10-K,  10-K/A,  5
		2/21/01		4		9			10-Q/A
		2/14/01		4		8			10-Q
		2/4/01		4		9
		1/5/01		4		7			8-K
		12/31/00		4		9			10-Q,  10-Q/A
		12/28/00		4		7			8-K
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