Case Financial Inc · DEFM14A · On 5/3/00

Filed On 5/3/00 4:56pm ET   ·   SEC File 0-27757   ·   Accession Number 912057-0-21534

Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger     235    883K 
                          or Acquisition                                         

Document Table of Contents

DEFM14A
1st Page of 235
TOC
Top
Previous
Next
Bottom
Just 1st
 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant /X/                                             
Filed by a party other than the Registrant / /                          

Check the appropriate box:                                              
/ /  Preliminary Proxy Statement                                        
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))                                                  
/X/  Definitive Proxy Statement                                         
/ /  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section   
240.14a-12                                                    
ACUBID.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/ /  No fee required                                                            

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11                                                              

(1) Title of each class of securities to which transaction applies:     

        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        

        ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

        ------------------------------------------------------------------------
(5) Total fee paid:                                                     

        ------------------------------------------------------------------------

/X/ Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                             

        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       

        ------------------------------------------------------------------------
(3) Filing Party:                                                       

        ------------------------------------------------------------------------
(4) Date Filed:                                                         

        ------------------------------------------------------------------------

DEFM14A
2nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 2nd

ACUBID.COM, INC.
1947 CAMINO VIDA ROBLE
 SUITE 102
CARLSBAD, CALIFORNIA 92008
(760) 804-0023

                                                                   May 3, 2000

Dear Stockholder:                                                               

You are cordially invited to attend the Annual Meeting of     
Stockholders of AcuBid.com, Inc. (the "Company" or "AcuBid") which will be      
held on May 22, 2000, at 10:00 a.m., Pacific time, at La Costa Resort & Spa,    
2100 Costa Del Mar Road, La Costa, California 92008.                            

      At the Annual Meeting you will be asked to vote on a proposal to (I)
approve and adopt, among other things, the Amended and Restated Stock           
Purchase Agreement, dated as of March 24, 1999 (the "Agreement"), by and        
among AcuBid, AcuBid Acquisition Corporation ("Acquisition Corp."), PT Jaring   
Data Interaktif ("JDI") and Adisatrya Suryo Sulisto ("Sulisto") or his          
assignee pursuant to which AcuBid, through Acquisition Corp., will purchase     
90% of the issued and outstanding shares of JDI from Sulisto and 44,000,000     
shares of AcuBid common stock, par value $.001 per share (the "Common Stock")   
will be issued to Sulisto (the "Acquisition"). We expect that at or about the   
time of the Acquisition, Selim K. Zilkha Trust ("Zilkha") who has indicated an  
interest in acquiring shares if the Acquisition is completed, will purchase     
5,000,000 shares of Common Stock at $2.00 per share for an aggregate purchase   
price of $10,000,000. Zilkha is under no obligation to purchase these shares.   

        The Acquisition requires the approval and adoption of the Agreement by
the holders of a majority of the outstanding shares of Common Stock of AcuBid.  

       At the Annual Meeting, you also will be asked to vote on proposals to
(II) approve amendments to AcuBid's Certificate of Incorporation (a) to increase
from 50,000,000 to 100,000,000 the number of authorized shares of AcuBid Common 
Stock and (b) to change the name of the Company to Asia Web Holdings, Inc.;     
(III) elect directors; (IV) approve and ratify the 1999 Incentive Equity Plan;  
(V) approve and ratify the 1999 Stock Plan Option Plan for Non-Employee         
Directors; and (VI) ratify the appointment of the Company's auditors for the    
fiscal year ending August 31, 2000. Ratification of Proposal II is conditioned  
upon approval of Proposal I and the completion of the Acquisition. The election 
of the five directors recommended to the Board of Directors for nomination by   
Sulisto will be effective only upon the closing of the Acquisition. Approval of 
any of Proposals (IV), (V) and (VI) is not a condition to the consummation of   
the Acquisition and, conversely, will be effective whether or not Proposal (I)  
is approved and adopted by stockholders.                                        

        THE BOARD OF DIRECTORS OF ACUBID BELIEVES THAT THE ACQUISITION AND THE
OTHER PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING ARE IN THE BEST INTEREST  
OF ACUBID AND ITS STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL AND  
ADOPTION OF THE AGREEMENT AND "FOR" THE OTHER PROPOSALS TO BE PRESENTED AT THE  
ANNUAL MEETING.                                                                 

  The enclosed Proxy Statement explains in detail the terms of the
Acquisition and the other proposals to be voted upon at the Annual Meeting, as  
well as other information relating to AcuBid and JDI. Please carefully review   
and consider all of this information.                                           

DEFM14A
3rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 3rd

       YOUR VOTE IS IMPORTANT. Although you may currently plan to attend the
Annual Meeting, please complete, sign, date and promptly return the enclosed    
proxy card. If you attend the Annual Meeting and vote in person, your vote will 
supersede your proxy.                                                           

  On behalf of the Board of Directors and all the employees of the
Company, I wish to thank you for your continued support. We appreciate your     
interest.                                                                       

            Sincerely,

                         /s/ Michael A. Schaffer
                                      ------------------------------------
                     Michael A. Schaffer
                           CHAIRMAN OF THE BOARD AND
                         CHIEF EXECUTIVE OFFICER

DEFM14A
4th Page of 235
TOC
1st
Previous
Next
Bottom
Just 4th

ACUBID.COM, INC.
 1947 CAMINO VIDA ROBLE, SUITE 102
CARLSBAD, CALIFORNIA 92008
(760) 804-0023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2000

    NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the
"Annual Meeting") of AcuBid.com, Inc. (the "Company" or "AcuBid") will be held  
at the La Costa Resort & Spa, 2100 Costa Del Mar Road, La Costa, California     
92008 on Monday, May 22, 2000 at 10:00 a.m., Pacific time, for the following    
purposes, all of which are more completely set forth in the accompanying proxy  
statement:                                                                      

       I.       To approve and adopt the Amended and Restated Stock Purchase
               Agreement (the "Agreement"), dated as of March 24, 2000, by
       and among AcuBid, AcuBid Acquisition Corporation, a
                wholly-owned subsidiary of AcuBid ("Acquisition Corp."), PT.
              Jaring Data Interaktif ("JDI") and Adisatrya Suryo Sulisto
        ("Sulisto"), owner of at least 90% of the issued and
           outstanding shares of JDI, wherein and whereby, AcuBid,
                  through Acquisition Corp., will purchase 90% of the issued and
                outstanding shares of JDI from Sulisto and, in exchange will
               issue 44,000,000 shares of AcuBid's common stock, par value
        $.001 per share (the "Common Stock") to Sulisto (the
              "Acquisition"). We expect that at or about the time of the
         Acquisition Selim K. Zilkha Trust ("Zilkha"), who has
                indicated an interest in acquiring shares if the Acquisition
                is completed, will purchase 5,000,000 shares of Common Stock
          at $2.00 per share, for an aggregate purchase price of
                $10,000,000. Zilkha is under no obligation to purchase these
shares;                                     

       II.      To approve and adopt amendments to the Company's Certificate
                of Incorporation to increase the number of authorized shares
                of Common Stock from 50,000,000 to 100,000,000 shares and to
              change the name of the Company to Asia Web Holdings, Inc.;

        III.     To elect eight (8) directors for a term of one year and until
their successors are elected and qualified; 

IV.      To approve and adopt the 1999 Incentive Equity Plan; 

V.       To approve and adopt the 1999 Stock Option Plan for  
Non-Employee Directors;                     

       VI.      To ratify the appointment of Israeloff, Trattner & Co., P.C.
             as the Company's independent auditors for the fiscal year
ending August 31, 2000; and                 

               To transact such other business as may properly come before
                  the Annual Meeting or any adjournment or postponement thereof.

Implementation of Proposal II is conditioned upon approval of 
Proposal I and the completion of the Acquisition. The election of the six       
directors recommended to the Board of Directors for nomination by Sulisto       
under Proposal III will be effective only upon the closing of the               
Acquisition. Approval of any of Proposals IV, V and VI is not a condition to    
the consummation of the Acquisition and, conversely, will be effective          
whether or not Proposal I is approved and adopted by stockholders.              

DEFM14A
5th Page of 235
TOC
1st
Previous
Next
Bottom
Just 5th

         The Board of Directors of AcuBid has fixed April 21, 2000 as the record
date for the determination of stockholders entitled to notice of and to vote at 
the Annual Meeting and any adjournment or postponement thereof. Only            
stockholders of record at the close of business on that date will be entitled to
notice of and to vote at the Annual Meeting. A list of AcuBid stockholders      
entitled to vote at the Annual Meeting will be available for examination for any
purpose germane to the Annual Meeting, during ordinary business hours, at the   
principal executive offices of AcuBid located at 1947 Camino Vida Roble, Suite  
102, Carlsbad, California 92008 for ten days prior to the Annual Meeting and    
will also be available at the Annual Meeting.                                   

 In the event that there are not sufficient votes to approve the
foregoing proposals at the time of the AcuBid Annual Meeting, the Annual        
Meeting may be adjourned in order to permit further solicitation by AcuBid.     

   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL I, "FOR" PROPOSAL II, "FOR" PROPOSAL III, "FOR" PROPOSAL IV, "FOR"     
PROPOSAL V, AND "FOR" PROPOSAL VI.                                              

        WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING          
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE. YOUR PROXY MAY BE REVOKED PRIOR TO ITS    
EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF ACUBID PRIOR TO THE ANNUAL   
MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER 
DATE, OR BY ATTENDING THE ANNUAL MEETING, FILING A WRITTEN NOTICE OF REVOCATION 
WITH THE SECRETARY OF THE ANNUAL MEETING AND VOTING IN PERSON.                  

                        By Order of the Board of Directors

          /s/ Waddy Stephenson
                        ----------------------------------
      Waddy Stephenson
         Corporate Secretary

May 3, 2000                                                                     

DEFM14A
6th Page of 235
TOC
1st
Previous
Next
Bottom
Just 6th

 PROXY STATEMENT
 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                                         Page
                                                                                                         ----

                                                                                                             
Summary....................................................................................................1 
The Acquisition............................................................................................2 
 General...................................................................................................2 
 Parties to the Acquisition................................................................................3 
 Asia Web Holdings, Inc....................................................................................3 
 Interests of AcuBid's Directors and Officers in the Acquisition That Are Different from Your Interests....4 
 Our Reasons for the Acquisition...........................................................................4 
 Management and Operations after the Acquisition...........................................................4 
 What We Need to Do to Complete the Acquisition............................................................5 
 Waiving and Amending Provisions of the Agreement..........................................................5 
 Accounting Treatment of the Acquisition...................................................................5 
Where You Can Find More Information........................................................................5 
Forward-Looking Statements.................................................................................6 
Dilution...................................................................................................6 
Market Prices and Dividend Information.....................................................................7 
Unaudited Pro Forma Condensed Combined Financial Statements................................................8 
AcuBid Management's Discussion and Analysis or Plan of Operation..........................................13 
Business of AcuBid........................................................................................20 
JDI Management's Discussion and Analysis or Plan of Operation.............................................26 
Business of JDI...........................................................................................30 
Meeting of Stockholders...................................................................................41 
Beneficial Ownership of AcuBid Common Stock...............................................................44 
Proposal I - Adoption of Acquisition Agreement............................................................45 
   General................................................................................................45 
   Recommendation of the AcuBid Board; AcuBid's Reasons for the Acquisition...............................45 
   Interests of AcuBid's Directors and Officers in the JDI Acquisition That                                  
   Are Different from Your Interests .....................................................................45 
   Management and Operations After the Acquisition........................................................46 
   Conditions to the Acquisition..........................................................................46 
   Regulatory Approvals Needed to Complete the Acquisition................................................49 
   Conduct of Business Pending the Acquisition............................................................50 
   Representations and Warranties Made by AcuBid and JDI in the Acquisition Agreement.....................51 
   Registration Rights....................................................................................51 
   Waiving and Amending Provisions In, Or Terminating the Agreement.......................................52 
   Accounting Treatment of the Acquisition................................................................52 
   Who Pays for What......................................................................................52 
   When Will the Acquisition Be Completed.................................................................52 
Proposal II - Adoption of Amendments of AcuBid's Certificate of Incorporation.............................54 
Proposal III - Election of Directors......................................................................55 
   Management.............................................................................................56 
   Executive Compensation.................................................................................58 
   Certain Related Transactions...........................................................................61 
Proposal IV - Adoption of the 1999 Incentive Equity Plan..................................................61 
Proposal V - Adoption of the 1999 Stock Option Plan for Non-Employee Directors............................69 
Proposal VI - Ratification of Accountants.................................................................72 
Independent Accountants...................................................................................73 
Stockholder Proposals.....................................................................................73 
Other Business............................................................................................74 
AcuBid's Unaudited Condensed Financial Statements........................................................F-1 
AcuBid's Condensed Financial Statements.................................................................F-14 

                                       i                                                                     

DEFM14A
7th Page of 235
TOC
1st
Previous
Next
Bottom
Just 7th

JDI's Consolidated Financial Statements..................................................................G-1 

                                                        [Enlarge/Download Table]
                                                                                                

ANNEX A  Amended and Restated Stock Purchase Agreement, dated as of March 24, 2000, by and among
         AcuBid.com, Inc., AcuBid Acquisition Corporation, PT. Jaring Data Interaktif and       
         Adisatrya Suryo Sulisto                                                                

ANNEX B  Restated Certificate of Incorporation of the Company                                   

ANNEX C  1999 Incentive Equity Plan                                                             

ANNEX D  1999 Stock Option Plan for Non-Employee Directors                                      

ii

DEFM14A
8th Page of 235
TOC
1st
Previous
Next
Bottom
Just 8th

 PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 2000

 SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED   
ELSEWHERE IN THIS PROXY STATEMENT. REFERENCE IS MADE TO, AND THIS SUMMARY IS    
QUALIFIED IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION CONTAINED           
ELSEWHERE IN THIS PROXY STATEMENT. STOCKHOLDERS SHOULD READ THIS PROXY          
STATEMENT AND ITS APPENDICES IN THEIR ENTIRETY BEFORE VOTING.                   

THE ANNUAL MEETING OF STOCKHOLDERS                                              

      The Annual Meeting of Stockholders of AcuBid will be held on Monday,
May 22, 2000, at 10:00 a.m., Pacific time, at the La Costa Resort & Spa,        
2100 Costa Del Mar Road, La Costa, California 92008. At the Annual Meeting,     
you will be asked to consider and vote upon:                                    

  I.       The approval of the Amended and Restated Stock Purchase
         Agreement, dated March 24, 2000, by and among AcuBid,
              Acquisition Corp., JDI and Sulisto or his assignee and the
transactions contemplated thereby;          

   II.      The approval and adoption of amendments to the Company's
          Certificate of Incorporation to increase the number of
        authorized shares of Common Stock from 50,000,000 to
                 100,000,000 and to change the name of the Company to Asia Web
Holdings, Inc.;                             

         III.     The election of eight (8) directors for a term of one year and
     until their successors are elected and qualified;

IV.      The approval of the 1999 Incentive Equity Plan;      

      V.       The approval of the 1999 Stock Option Plan for Non-Employee
Directors;                                  

     VI.      The ratification of Israeloff, Trattner & Co., P.C. as the
             Company's independent auditors for the fiscal year ending
August 31, 2000; and                        

           Any other matter that may be submitted to a vote at the
meeting.                                                                        

IMPLEMENTATION OF CERTAIN PROPOSALS ARE CONDITIONED UPON THE APPROVAL OF        
PROPOSAL I.                                                                     

Implementation of Proposal II is conditioned upon approval of 
Proposal I and the completion of the Acquisition. The election of the six       
directors recommended to the Board of Directors for nomination by Sulisto       
under Proposal III will be effective only upon the closing of the               
Acquisition. Approval of any of Proposals IV, V and VI is not a condition to    
the consummation of the Acquisition and, conversely, will be effective          
whether or not Proposal I is approved and adopted by stockholders.              

1 

DEFM14A
9th Page of 235
TOC
1st
Previous
Next
Bottom
Just 9th

WHO CAN VOTE AT THE MEETING? WHAT VOTE IS REQUIRED FOR APPROVAL OF THE          
PROPOSALS?                                                                      

        You can vote at the Annual Meeting if you owned AcuBid Common Stock at
the close of business on April 21, 2000. You can cast one vote for each share of
AcuBid Common Stock that you owned at that time. In order to approve Proposals I
and II, the holders of a majority of the outstanding shares entitled to vote    
thereon of AcuBid Common Stock must vote in favor of Proposals I and II. Under  
Proposal III, directors are elected by a plurality of votes cast without regard 
to broker non-votes or as to votes withheld. In order to approve Proposals IV   
and V, the holders of a majority of the shares present at the Annual Meeting in 
person or by proxy is required to approve the proposals. In order to approve    
Proposal VI, a majority of votes cast without regard to broker non-votes or     
abstentions is required to approve such proposal. You can vote your shares by   
attending the Annual Meeting and voting in person or by mailing the enclosed    
proxy card. You can revoke your proxy as late as the date of the Annual Meeting 
either by sending in a new proxy or by attending the meeting and voting in      
person.                                                                         

RECOMMENDATION OF BOARD OF DIRECTORS                                            

      The Board of Directors unanimously recommends that stockholders vote
"FOR":                                                                          

-        Proposal I: The approval and adoption of the Amended and Restated Stock
Purchase Agreement and the transactions contemplated thereby; 

-        Proposal II: The approval and adoption of amendments to the Company's  
   Certificate of Incorporation to increase the number of authorized
      shares of Common Stock of the Company from 50,000,000 to 100,000,000
   and to change the name of the Company to Asia Web Holdings, Inc.;

-        Proposal III: The election of eight (8) directors for a term of one    
 year each and until their successors are elected and qualified;

-        Proposal IV: The approval of the 1999 Incentive Equity Plan;           

-        Proposal V: The approval of the 1999 Stock Option Plan for Non-Employee
Directors; and                                                

-        Proposal VI: The ratification of Israeloff, Trattner & Co., P.C. as the
      Company's independent auditors for the fiscal year ending August 31,
2000; and                                                     

 THE ACQUISITION

       We have attached the Amended and Restated Stock Purchase Agreement to
this document as Annex A. Please read the agreement. It is the legal document   
that governs the Acquisition.                                                   

GENERAL                                                                         

   We propose a transaction pursuant to which Acquisition Corp. will
acquire 90% of the issued common stock of JDI from Sulisto or his assignee in   
exchange for 44,000,000 shares of AcuBid Common Stock. Simultaneously, AcuBid   
will change its name to "Asia Web Holdings, Inc." We expect that at or about    
the time of the Acquisition, we will issue 5,000,000 shares of our Common       
Stock to Zilkha at $2.00 per share who has indicated an interest in acquiring   
shares if the Acquisition is completed. Zilkha is under no obligation to        
purchase these shares. This Acquisition is expected to be completed by the      
end of June and, in any event, will be completed no later than July 15, 2000.   

2 

DEFM14A
10th Page of 235
TOC
1st
Previous
Next
Bottom
Just 10th

PARTIES TO THE ACQUISITION                                                      

ACUBID.COM, INC.                                              
1947 Camino Vida Roble                                        
Suite 102                                                     
Carlsbad, California  92008                                   
(760) 804-0023                                                

         ACUBID.COM, INC. AcuBid is a company incorporated under the laws of the
state of Delaware. To date, AcuBid has been a web-based auction house featuring 
business-to-consumer and consumer-to-consumer auctions. The Company has targeted
serious collectors who are knowledgeable about products and already use online  
auctions to buy and sell products. AcuBid's key categories for its auctions have
included sports memorabilia, movie and entertainment memorabilia, stamps,       
antiques and other collectibles.                                                

ACUBID ACQUISITION CORPORATION                                
1947 Camino Vida Roble                                        
Suite 102                                                     
Carlsbad, California  92008                                   
(760) 804-0023                                                

   ACUBID ACQUISITION CORPORATION. Acquisition Corp., a newly formed
Delaware corporation, is a wholly-owned subsidiary of AcuBid. Acquisition Corp. 
was organized at the direction of AcuBid for the sole purpose of effecting the  
Acquisition and has not conducted any prior business.                           

PT. JARING DATA INTERAKTIF                                    
Wisma Indovision                                              
Mezzanine Floor                                               
JI. Raya Panjang                                              
Z/III Green Garden                                            
Jakarta 11520, Indonesia                                      

     PT. JARING DATA INTERAKTIF. JDI is an Indonesian-based Internet and
multimedia company that was established in February 1999. JDI, through its      
affiliated company, presently provides dial-up Internet services to             
Indonesian customers. JDI expects to implement broadband Internet services to   
its customers via satellite in the near future and to target customers          
throughout Asia with a long-range plan to target the larger global community.   
JDI and its affiliates have licenses and contracts to market a wide range of    
content from media sources, including TV stations, radio stations, Pay          
Televisions (cable and Direct Broadcast Satellite) and newspapers.              

ADISATRYA SURYO SULISTO                                       
c/o PT. Jaring Data Interaktif                                
Wisma Indovision                                              
Mezzanine Floor                                               
JI. Raya Panjang                                              
Z/III Green Garden                                            
Jakarta 11520, Indonesia                                      

     ADISATRYA SURYO SULISTO. Adisatrya Suryo Sulisto ("Sulisto") is the
owner of at least ninety percent (90%) of all of the issued outstanding capital 
stock of JDI.                                                                   

ASIA WEB HOLDINGS, INC.                                                         

         Following the Acquisition, under its new name, Asia Web Holdings, Inc.,
the Company will continue to expand its operations to                           

3 

DEFM14A
11th Page of 235
TOC
1st
Previous
Next
Bottom
Just 11th

-        enter into emerging Internet markets primarily in Southeast Asia       
through affiliations, joint ventures or possible additional   
acquisitions.                                                 

-        expand and evolve the Company's reusable e-commerce technologies in    
         order to provide technical and managerial support to companies which it
    acquires or forms affiliations or joint ventures with in Southeast
Asia; and                                                     

-        leverage off of these new markets to increase traffic to the Company's 
current and to be developed e-commerce and information sites. 

INTERESTS OF ACUBID'S DIRECTORS AND OFFICERS IN THE ACQUISITION THAT ARE        
DIFFERENT FROM YOUR INTERESTS                                                   

      AcuBid has agreed to enter into an employment agreement with Michael
Schaffer, the current Chief Executive Officer and Chairman of the Board of      
the Company, on or before the Closing Date. Pursuant to the employment          
agreement, Mr. Schaffer shall agree to serve for five (5) years as Chief        
Executive Officer and he will receive an annual salary of $150,000. Mr.         
Schaffer will also receive a grant of 500,000 stock options exercisable into    
Common Stock at a per share exercise price of $2.50. Of the 500,000 stock       
options granted, Mr. Schaffer will receive 200,000 incentive stock options      
and 300,000 non-qualified stock options. The 200,000 incentive stock options    
will vest over a five year period with 40,000 stock options vesting each year   
beginning on the first anniversary of the date the employment agreement is      
signed. Vesting in the non-qualified stock options will be over a two year      
period with 150,000 stock options vesting each year beginning on the first      
anniversary date of the employment agreement. AcuBid may at any time            
terminate this employment agreement, but must provide him with a severance      
package. AcuBid has also agreed to enter into similar agreements with           
Lawrence Schaffer, the current President and a Director of the Company and      
with Waddy Stephenson, the current Vice President of Technical Development,     
Secretary and a Director of the Company at their current salaries. Pursuant     
to Mr. Stephenson's employment agreement, Mr. Stephenson will also receive a    
grant of 100,000 incentive stock options exercisable into Common Stock at a     
per share exercise price of $2.50. The Incentive Equity Plan options will       
vest pursuant to the plan.                                                      

OUR REASONS FOR THE ACQUISITION                                                 

     We are proposing to acquire the JDI common stock because we believe
that such an acquisition will create a stronger and more diversified company    
that will provide more advantages to our stockholders. We believe that the      
acquisition will provide us with access to the Asian Internet market and        
enable us to compete in that area in the Internet and multi-media industries.   
The acquisition of JDI common stock by AcuBid presents significant              
opportunities for growth and synergy. The new business combination intends to   
become a leading Internet Service Provider, content provider and e-commerce     
company in Asia and in particular, Indonesia. The new business combination      
will offer:                                                                     

-        Dial-Up and/or cable modem and satellite-based Internet services;      
-        Web development, web hosting and server collocation services;          
-        Business-to-consumer, business-to-business and consumer-to-consumer    
e-commerce solutions; and                                     
-        International and Indonesian content derived from associated companies 
media sources.                                                

MANAGEMENT AND OPERATIONS AFTER THE ACQUISITION                                 

   The Board of Directors currently consists of Michael A. Schaffer,
Lawrence C. Schaffer and Waddy Stephenson. Pursuant to the terms of the         
Agreement, AcuBid is required to nominate and elect up to six (6) members to    
the Board of Directors who are selected by Sulisto. Stockholders will be        
voting at the Annual Meeting for six (6) individuals selected by Sulisto for    
nomination to AcuBid's Board of Directors in addition to two (2) current        
directors who are being nominated by the Board for reelection as directors.     
The six (6) nominees selected by Sulisto will only serve on AcuBid's Board of   
Directors if the Acquisition is consummated. Until the Acquisition is           
consummated, the three current directors of AcuBid will remain on and           
continue to serve on AcuBid's Board of Directors.                               

   MANAGEMENT. Pursuant to the Agreement, AcuBid has agreed to enter
into an employment agreement with Michael Schaffer, Lawrence Schaffer and       
Waddy Stephenson. See "Interests of AcuBid's Directors and Officers in the      
Acquisition That are Different from Your Interests." In addition, Mr.           
Tjahjono Soerjodibroto, currently a nominee for the Board of Directors, will    
be receiving an employment agreement to serve as Chairman of the Board of the   
Company following the completion of the Acquisition. It is expected that he     
will receive an annual                                                          

4 

DEFM14A
12th Page of 235
TOC
1st
Previous
Next
Bottom
Just 12th

compensation of $200,000 and the possibility of special bonuses payable upon    
the satisfaction of specified criteria. In addition, he will be granted         
75,000 stock options exercisable into Common Stock at a per share exercise      
price of US $2.50 over a five year period and an aggregate of 75,000 shares     
of Common Stock over a period of five years with 15,000 shares being issued     
each year at the close of the fiscal year.                                      

WHAT WE NEED TO DO TO COMPLETE THE ACQUISITION                                  

      The completion of the Acquisition depends on the satisfaction number
of conditions. In addition to the parties complying with the terms of the       
Agreement, these include:                                                       

1.       Approval of the Agreement by the AcuBid stockholders.

2.       The Acquisition must be approved July 15, 2000.      

                  We will have filed all of the required applications or notices
             with the appropriate regulatory authorities and will have
received all regulatory approvals.          

                 As of the date of this document, we have not yet received the
                 required approvals. While we do not know of any reason why we
            would not be able to obtain the necessary approvals in a
              timely manner, we cannot be certain when or if we will get
them.                                       

       3.       Receipt by JDI and Zilkha of a legal opinion as set forth in
               the Agreement from counsel for AcuBid and Acquisition Corp.
dated as of the Closing Date.               

        4.       Receipt by AcuBid and Acquisition Corp. of a legal opinion as
               set forth in the Agreement from counsel for JDI and Sulisto
dated as of the Closing Date.               

        5.       The absence of any injunction or legal restraint blocking the
             Acquisition or government proceedings trying to block the
Acquisition.                                

  6.       Receipt by AcuBid of letters from certain JDI executive
           officers and directors agreeing to vote in favor of the
                 acquisition at the JDI annual meeting. As of the date of this
document, this condition has been satisfied.

   Where the law permits, AcuBid, Acquisition Corp., JDI and Sulisto
could decide to complete the Acquisition even though one or more of these       
conditions has not been met. We cannot be certain when or if the conditions     
to the Acquisition will be satisfied or waived, or that the Acquisition will    
be completed.                                                                   

WAIVING AND AMENDING PROVISIONS OF THE AGREEMENT                                

         Any condition to a party's obligation under the Agreement may be waived
in writing by such party. The Agreement may be amended, modified and            
supplemented by the mutual written agreement between the parties at any time    
prior to the Closing Date. No amendment, modification or supplement may be      
executed which would materially and adversely affect the rights of AcuBid       
stockholders after such stockholders approve the Agreement.                     

ACCOUNTING TREATMENT OF THE ACQUISITION.                                        

 We will account for the Acquisition as a "reverse acquisition,"
pursuant to which JDI will be viewed as the purchaser for accounting purposes.  
Under that method of accounting, our results of operations will be combined with
JDI's from the date of acquisition. The cost of the Acquisition will be         
determined by multiplying the Company's outstanding common shares prior to the  
Acquisition by their fair market value. To the extent that that amount exceeds  
the net book value of the Company's assets, goodwill will be recorded. (see     
unaudited pro forma combined condensed financial statements elsewhere in this   
proxy material).                                                                

WHERE YOU CAN FIND MORE INFORMATION                                             

Information required to be included in an annual report to    
stockholders pursuant to Rule 14(a)-3(b) of the Securities Exchange Act of      
1934, as amended, is contained herein.                                          

  As of December, 1999, AcuBid files annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information  
that the                                                                        

5 

DEFM14A
13th Page of 235
TOC
1st
Previous
Next
Bottom
Just 13th

company files at the SEC's public reference rooms in Washington, D.C., New York,
New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for      
further information on the public reference rooms. AcuBid's public filings are  
also available to the public from commercial document retrieval services and at 
the Internet World Wide Website maintained by the SEC at "http://www.sec.gov."  

    You should rely only on the information contained in this document
to vote your shares at the Annual Meeting. AcuBid and JDI have not authorized   
anyone to provide you with information that is different from what is           
contained in this document. This document is dated May 3, 2000. You should      
not assume that the information contained in this document is accurate as of    
any date other than that date, and neither the mailing of this document to      
stockholders nor the issuance of AcuBid's securities in the Acquisition shall   
create any implication to the contrary. Therefore, if anyone does give you      
information of this sort, you should not rely on it.                            

FORWARD-LOOKING STATEMENTS                                                      

        This document or the documents attached to it, or any other written or
oral statements made by, or on behalf of, AcuBid or JDI may include             
forward-looking statements with respect to the financial condition, results of  
operations and business of AcuBid and JDI, based on management's belief and     
information currently available to management. Such forward-looking statements  
are subject to risks, uncertainties and assumptions. Actual results may vary    
materially from those anticipated, estimated, projected or expected. Among, but 
not limited to, the factors that may cause variations from such forward-looking 
statements are:                                                                 

         -        Fluctuations in the economy, especially in the market areas of
AcuBid and JDI;                             

      -        The continued growth of the markets in which AcuBid and JDI
operates; and                               

-        The enactment of legislation impacting AcuBid or JDI.

Readers are cautioned not to place undue reliance on any      
forward-looking statements made by, or on behalf of, AcuBid. Additional         
information with respect to factors that may cause the results to differ        
materially from those contemplated by such forward-looking statements is        
included in AcuBid's current and subsequent filings with the SEC.               

DILUTION

      AcuBid's net tangible book value at February 29, 2000 was $3,724,000
or $.42 per share of common stock. Net tangible book value per share            
represents the amount of tangible assets less total liabilities, divided by     
the number of shares outstanding. After giving effect to the Acquisition,       
including the 44,000,000 shares of common stock issued by the Company to        
Sulisto pursuant to the Agreement, our as-adjusted combined net tangible book   
value as of February 29, 2000 (including JDI as of December 31, 1999) would     
have been approximately $4,239,000, or $.08 per share. This represents an       
immediate dilution to the present AcuBid stockholders of $.34 per share. The    
following table illustrates the per share dilution.                             

                                                        [Enlarge/Download Table]

                                                                                                   
Book value per AcuBid share before the Acquisition...................................         $ .42

      Pro forma net tangible book value per share of JDI prior to the Acquisition ...    .01       

      Increase in pro forma combined net tangible book value per share attributable to             
         combination of AcuBid with JDI..............................................    .07       
                                                                                        ----       

      Adjusted pro forma net tangible book value per share after the Acquisition.....           .08
                                                                                              -----
Dilution per share to pre-Acquisition AcuBid stockholders............................         $ .34
                                                                                              =====

6 

DEFM14A
14th Page of 235
TOC
1st
Previous
Next
Bottom
Just 14th

The following table summarizes, on a pro forma combined, as   
adjusted, basis as of February 29, 2000 for AcuBid and December 31, 1999 for    
JDI, the number of shares of common stock purchased, the total consideration    
paid for the common stock and the average price per share paid by the           
existing stockholders and by the new investors purchasing shares of common      
stock in the Acquisition, before the deduction of estimated expenses payable    
by AcuBid.                                                                      

                                                        [Enlarge/Download Table]


                                 ------------------------------------------------------------------------------
                                                                                                  Average Price
                                        Shares Acquired               Total Consideration           Per Share  
                                 -------------------------------  -----------------------------  --------------
                                      Number          Percent         Amount         Percent                   
                                 -----------------  ------------   --------------  ------------- --------------
                                                                                                               
Existing Stockholders...........      8,778,160         16.6%      $3,729,000           88%           $   .42  
New Investors..................      44,000,000         83.4%         515,000           12%           $   .01  
                                     ----------        -----        ---------        -----                     
     Total                           52,778,160        100.0%      $4,239,000        100.0%           $   .08  
                                     ==========        ======       =========        =====                     

  The foregoing table assumes the exercise of no outstanding stock
options or warrants to purchase common stock.                                   

MARKET PRICES AND DIVIDEND INFORMATION                                          

      AcuBid common stock is listed on the Over-the-Counter Bulletin Board
("OTCBB") under the symbol "EBID." There is no established trading market for   
JDI's Common Stock.                                                             

 The following table lists the quarterly high and low prices per
share for AcuBid common stock as reported on the OTCBB. AcuBid common stock     
began trading on the OTCBB on August 26, 1997. Therefore, we present no         
historical data for the price of AcuBid common stock prior to August 26,        
1997. Due to the extremely limited and private nature of sales of JDI common    
stock, there is no meaningful data regarding the historical number of shares    
traded and the price range for such trades.                                     

                                                                [Download Table]


                                                          Common Stock         
------------------------------------------        -----------------------------
          Fiscal Quarter Ending                      High             Low      
------------------------------------------        ------------    -------------
                                                                               

November 30, 1997                                    $0.63            $0.50    
February 28, 1998                                    $0.5625          $0.25    
May 31, 1998                                         $0.25            $0.1875  
August 31, 1998                                      $0.1875          $0.10    
November 30, 1998                                    $0.10            $0.04    
February 28, 1999                                    $0.20            $0.04    
May 31, 1999                                         $4.25            $0.20    
August 31, 1999                                      $8.00            $2.50    
November 30, 1999                                    $3.00            $0.8125  
February 28, 2000                                    $3.5625          $0.5938  

      As of April 11, 2000, AcuBid common stock was held by 286 holders of
record, not including the number of persons or entities holding AcuBid common   
stock in nominee or street name through various brokerage firms. As of December 
31, 1999, the JDI common stocks were held by 7 holders of record.               

         There is no established trading market for JDI common stock because JDI
is a private company.                                                           

        You should obtain current market quotations for AcuBid Common Stock as
the market price of AcuBid Common Stock will fluctuate between the date of this 
document and the date on which the Acquisition is completed, and thereafter.    
Because the number of shares of AcuBid Common Stock that Sulisto will receive is
fixed and because the market price of AcuBid common stock fluctuates, the value 
of the shares of AcuBid Common Stock that Sulisto would receive may increase or 
decrease prior to and after the Acquisition.                                    

7 

DEFM14A
15th Page of 235
TOC
1st
Previous
Next
Bottom
Just 15th

UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

         The following statements contain unaudited condensed combined financial
information for AcuBid and JDI, on a pro forma combined basis giving effect to  
the Acquisition applying the purchase method of accounting. The pro forma       
condensed combined statements of income reflecting the Acquisition assume the   
acquisition of JDI was completed on the first day of the period presented.      

    The Unaudited Pro Forma Condensed Combined Statement of Operations
of JDI and AcuBid for the fiscal year ended December 31, 1999 ("Pro Forma       
Statement of Operations") and the Unaudited Pro Forma Balance Sheet as of       
December 31, 1999 ("Pro Forma Balance Sheet," and, together with the Pro        
Forma Statement of Operations, the "Pro Forma Financial Statements"), have      
been prepared to illustrate the estimated effect of the proposed Acquisition.   
The Pro Forma Statement of Operations gives pro forma effect to the             
Acquisition as if it had occurred on February 25, 1999, JDI's inception for     
financial reporting purposes. The Pro Forma Balance Sheet gives pro forma       
effect to the Acquisition as if it had occurred on December 31, 1999 and        
reflects the combination of JDI as of December 31, 1999 and AcuBid as of        
February 29, 2000. The Pro Forma Financial Statements do not purport to be      
indicative of the results of operations or the financial position of the        
combined entity that would have actually been achieved had the Acquisition      
occurred as of the assumed dates and for the period presented, or which may     
be obtained in the future. The pro forma adjustments are described in the       
accompanying notes and are based upon available information and certain         
assumptions that the Company believes are reasonable. The Pro Forma Financial   
Statements should be read in conjunction with the separate financial            
statements of AcuBid and JDI and the notes thereto and Management's             
Discussion and Analysis or Plan of Operation included elsewhere in this Proxy.  

 A preliminary allocation of the purchase price has been made to
major categories of assets and liabilities in the accompanying Pro Forma        
Financial Statements based on available information. The actual allocation of   
purchase price and the resulting effect on results of operations may differ     
significantly from the pro forma amounts included herein. These pro forma       
adjustments represent the Company's preliminary determination of purchase       
accounting adjustments and are based upon available information and certain     
assumptions that the Company believes to be reasonable. Consequently, the       
amounts reflected in the Pro Forma Financial Statements are subject to          
change, and the final amounts may differ substantially.                         

8 

DEFM14A
16th Page of 235
TOC
1st
Previous
Next
Bottom
Just 16th

ACUBID AND JDI
PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                                        [Enlarge/Download Table]


                                            ACUBID             JDI                               PRO FORMA         PRO FORMA   
                                     FEBRUARY 29, 2000  DECEMBER 31, 1999           TOTAL        ADJUSTMENTS         COMBINED  
                                    ------------------   ---------------   ---------------  --------------------  -------------
                                                                                                                               
Cash                                 $     192,101        $   141,456       $   333,557       $            --      $   333,557 
Marketable securities                    3,094,465                                                                   3,094,465 
Accounts Receivable                             --              7,772             7,772                    --            7,772 
Other Current Assets                        71,768             17,886            89,654                    --           89,654 
Due from related parties                    42,000                --             42,000                    --           42,000 
Inventory                                  213,389                --            213,389                    --          213,389 
                                    ------------------   ---------------   ---------------  --------------------  -------------
     TOTAL CURRENT ASSETS                3,613,723            167,114         3,780,837                    --        3,780,837 

Deferred tax asset                              --             66,163            66,163                    --           66,163 
Fixed Assets                               200,842            472,604           673,446                    --          673,446 
Goodwill                                        --                 --                --        (b)  5,054,000        5,054,000 
Other assets                                13,268             56,025            69,293                    --           69,293 
                                    ------------------   ---------------   ---------------  --------------------  -------------
     TOTAL ASSETS                    $   3,827,833        $   761,906       $ 4,589,739       $     5,054,000      $ 9,643,739 
                                    ==================   ===============   ===============  ====================  =============
     LIABILITIES AND STOCKHOLDERS'                                                                                             
        EQUITY                                                                                                                 

Accounts Payable                     $      58,828        $   142,565       $   201,393                    --      $   201,393 
Other Current Liabilities                   44,610             48,967            93,577                    --           93,577 
                                    ------------------   ---------------   ---------------  --------------------  -------------
     CURRENT LIABILITIES                   103,438            191,532           294,970                    --          294,970 

Due to stockholder                              --             32,189            32,189                    --           32,189 
                                    ------------------   ---------------   ---------------  --------------------  -------------
     TOTAL LIABILITIES                     103,438            223,721           327,159                    --          327,159 
                                    ------------------   ---------------   ---------------  --------------------  -------------

Minority Interest                               --             23,922            23,922                    --           23,922 
                                    ------------------   ---------------   ---------------  --------------------  -------------
Equity                                                                                                                         

   Capital stock                                --            698,324           698,324     (b)      (698,324)              -- 
   Loss accumulated during the                                                                                                 
     development stage                          --           (184,061)         (184,061)                   --         (184,061)
   Preferred stock                                                                                                             

   Common stock                              8,780                 --             8,780     (b)        44,000           52,780 

Additional Paid-in Capital              13,552,718                 --        13,552,718     (b)    (4,128,778)       9,423,940 
Accumulated deficit                     (9,837,102)                --        (9,837,102)    (b)     9,837,102               -- 
                                    ------------------   ---------------   ---------------  --------------------  -------------
     TOTAL STOCKHOLDERS' EQUITY          3,724,395            514,263         4,238,658             5,054,000        9,292,659 
                                    ------------------   ---------------   ---------------  --------------------  -------------

TOTAL LIABILITIES AND EQUITY        $    3,827,833        $   761,906      $  4,589,739       $     5,054,000      $ 9,643,739 
                                    ==================   ===============   ===============  ====================  =============

9 

DEFM14A
17th Page of 235
TOC
1st
Previous
Next
Bottom
Just 17th

ACUBID AND JDI
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
 FOR THE PERIOD FEBRUARY 25, 1999 (INCEPTION OF JDI) THROUGH DECEMBER 31, 1999

                                                        [Enlarge/Download Table]


                                                                                                       PRO FORMA      PRO FORMA    
                                                   ACUBID (1)        JDI               TOTAL          ADJUSTMENTS      COMBINED    
                                              ----------------  --------------  -----------------  ---------------  -------------- 
                                                                                                                                   
Revenues                                       $       18,304    $      3,444   $         21,748    $           --  $     21,748   
Cost of revenues                                       95,830              --             95,830                --        95,830   
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     GROSS PROFIT (LOSS)                              (77,526)          3,444           (74,082)                --       (74,082)  
                                              ----------------  --------------  -----------------  ---------------  -------------- 

Selling, General and Administrative                 2,702,504         295,057          2,997,561     (c)    80,000     3,077,561   
Amortization of goodwill                                   --              --                 --     (b) 1,012,500     1,012,500   
Depreciation                                           84,662              --             84,662                --        84,662   
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     TOTAL OPERATING COSTS AND EXPENSES             2,787,166         295,057          3,082,223         1,092,500     4,174,723   
                                              ----------------  --------------  -----------------  ---------------  -------------- 

     LOSS FROM OPERATIONS                          (2,864,692)      (291,614)        (3,156,306)         1,092,500    (4,248,806)  
                                              ----------------  --------------  -----------------  ---------------  -------------- 

Interest expense                                       13,211           1,237             14,448                --        14,448   
Interest income                                        53,196              --             53,196                --        53,196   
Other                                                  (4,575)         18,501             13,926                --        13,926   
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     TOTAL OTHER INCOME, NET                           61,832          19,738             81,570                --        81,570   
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     LOSS BEFORE PROVISION FOR INCOME TAXES                                                                                        
        AND EXTRAORDINARY ITEMS                    (2,802,860)      (271,876)        (3,074,736)         1,092,500    (4,167,236)  

Provision for income taxes                                800              --                800                --           800   
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     LOSS BEFORE EXTRAORDINARY ITEMS               (2,803,660)      (271,876)        (3,075,536)         1,092,500    (4,168,036)  

Extraordinary items                                                                                                                

   Gain on debt forgiveness                            72,745              --             72,745                --        72,745   
   Loss on extinguishment of debt                    (120,421)             --          (120,421)                --      (120,421)  
                                              ----------------  --------------  -----------------  ---------------  -------------- 
     NET LOSS                                      (2,851,336)      (271,876)        (3,123,212)         1,092,500    (4,215,712)  

Preferred distributions                              (807,960)             --           (807,960)               --      (807,960)  
Minority interest                                          --          23,189             23,189                --        23,189   
                                              ----------------  --------------  -----------------  ===============  -------------- 
 NET LOSS APPLICABLE TO COMMON SHAREHOLDERS    $   (3,659,296)   $  (248,687)    $    (3,907,983)   $    1,092,500   $(5,000,483)  
                                              ================  ==============  =================  ===============  ===============

Net loss per common share                                                                                                          

   Loss before extraordinary items                                                                                   $     (0.86)  
   Extraordinary items                                                                                                     (0.01)  
                                                                                                                     --------------
     NET LOSS                                                                                                        $     (0.87)  
                                                                                                                     ==============

Weighted number of common shares outstanding                                                                            5,732,434  
1. For the twelve months ended February 29, 2000.                                                                    ==============

10

DEFM14A
18th Page of 235
TOC
1st
Previous
Next
Bottom
Just 18th

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

PRO FORMA BALANCE SHEET                                                         

(a)      The estimated purchase price and preliminary adjustments to historical 
    book value to AcuBid as a result of the Acquisition is as follows:

Purchase Price:                                               

                                                        [Enlarge/Download Table]

                                                                                                   
         Estimated value of AcuBid common shares prior to Acquisition                              
           Announcement                                                       $         8,778,000  
         Book value of AcuBid's net assets                                              3,724,000  
                                                                           ------------------------

         Purchase price in excess of net assets acquired                       $        5,054,000  
                                                                           ========================

Preliminary allocation of purchase price in excess of net assets acquired                          

         Estimated goodwill                                                    $        5,054,000  
                                                                           ========================

(b)      The Adjustments to common stock, paid-in capital, retained earnings    
(deficit) as a result of the Acquisition are as follows:      

                                                        [Enlarge/Download Table]

                                                                                                      
Common Stock                                                                                          
     Consolidation of JDI and AcuBid and elimination against paid-in capital      $        (698,324)  
     Issuance of 44,000,000 AcuBid common shares to 90% shareholder of JDI                   44,000   

Paid-in capital                                                                                       

     Elimination of AcuBid accumulated deficit                                           (9,837,102)  
     Issuance of 44,000,000 AcuBid common shares and                                                  
         elimination of JDI capital stock                                                (5,708,324)  

Retained earnings (deficit)                                                                           

     Elimination of AcuBid deficit                                                        9,837,102   

                                                                              ------------------------

                                                                                   $      5,054,000   
                                                                              ========================

11

DEFM14A
19th Page of 235
TOC
1st
Previous
Next
Bottom
Just 19th

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

PRO FORMA STATEMENT OF OPERATIONS                                               

(a)      The Pro Forma Statement of Operations assumes that the Acquisition     
  occurred on February 25, 1999, the date of JDI's commencement of
    operations. For purposes of the Pro Forma Statement of Operations,
      JDI's results of operations for the period February 25, 1999 through
   December 31, 1999 have been combined with the results of AcuBid's
      results of operations for the twelve months ended February 29, 2000.

(b)      The Acquisition has been accounted for as a reverse acquisition with   
         JDI considered the acquirer for accounting purposes. The total purchase
       price was determined by reference to the fair value of the issued and
     outstanding shares of AcuBid prior to the Acquisition. The value of
   AcuBid's common shares was determined by reference to the average
     closing price of AcuBid's common stock for the thirty days prior to
the announcement of the proposed Acquisition. Under purchase  
    accounting, the total purchase price was allocated to the tangible
  and intangible assets and liabilities of AcuBid based upon their
     respective fair values and other available information. Pursuant to
the Company's purchase accounting, on a preliminary basis the 
      Company believes that the entire excess of the cost of the Merger in
 excess of AcuBid's net assets will be allocated to goodwill for
purposes of the Pro Forma Financial Statements.               

    The adjustment for estimated pro forma amortization of goodwill is
      based upon its estimated fair value and a useful life of five years.
       The amount of the pro forma adjustment to reflect the amortization is
$1,012,500.                                                   

(c)      Certain officers of AcuBid will receive employment agreements in       
connection with the proposed Acquisition. The effect of the   
     agreements will be to increase officers' compensation by $80,000 in
 the twelve months ended February 29, 2000 above amounts paid to
these individuals.                                            

12

DEFM14A
20th Page of 235
TOC
1st
Previous
Next
Bottom
Just 20th

 ACUBID MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS                                            

The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward-looking statements" within the meaning of the      
Private Securities Litigation Reform Act of 1995. This Act provides a "safe     
harbor" for forward-looking statements to encourage companies to provide        
prospective information about themselves so long as they identify these         
statements as forward-looking and provide meaningful cautionary statements      
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we   
make in this Proxy Statement are forward-looking. In particular, any statements 
that we make in this Proxy Statement regarding industry prospects or our future 
results of operations or financial position are forward-looking statements.     
Forward-looking statements reflect our current expectations and are inherently  
uncertain. Our actual results may differ significantly from our expectations.   

PLAN OF OPERATION: OVERVIEW                                                     

    AcuBid.com Inc. is currently an online auction house. The business
plan, conceived in February 1999, has the Company competing for a share of the  
online auction business dominated presently by eBAY, Amazon.com and Yahoo.      
Online auctions enable buyers and sellers of specified items to come together on
an informal and entertaining manner and to conduct their business. To date, the 
Company's revenues have been derived from listing fees, commissions received    
from the sale of items on its site and sales of items for its own account.      
Inventory transactions may also result in losses rather than gains due to       
acquisition costs, inventory management costs, and fulfillment cost.            

In the latter part of 1999, certain assumptions related to the
Company's ability to gain a significant portion of the online auction business  
proved to be incorrect. The first incorrect assumption was the makeup of the    
industry itself. As of October 1999, 80% of the sales on eBay were conducted by 
4% of the sellers. This indicates that most of the online auction business is   
conducted by dealers rather than the general population. Most of the models used
to predict the Company's growth were based on the general population selling    
items over the Internet rather than just a smaller number of dealers.           

The second incorrect assumption was the Internet community's  
willingness to purchase collectibles over the Internet. In the fall of 1999, an 
FBI sting operation uncovered dealers that had been auctioning counterfeit      
sports memorabilia on the Internet. This led to a decline in consumer confidence
over the authenticity of collectibles bought over the Internet. Management      
believes that this adds another barrier between buyers and sellers and will lead
to a decline in the auction market.                                             

     The third incorrect assumption was the level of success the Company
would experience by using celebrities to promote the site. Management believed  
that through the use of celebrities, such as Hall of Fame members Johnny Bench  
and Joe Morgan, it could attract a significant number of Internet users to its  
sight with little or no additional marketing. This proved not to be the case    
and, although certain guerilla tactics have shown promising results during this 
quarter, none of the Company's marketing efforts have had a significant impact  
on attracting buyers and sellers to its auction site. In general it was decided 
that the cost of advertising required to develop name recognition and to attract
buyers and sellers to the Company's auction site was much larger than they      
expected. More importantly, the cost was estimated to be larger than the revenue
that could be derived from those buyers and sellers. As of March 30, 2000, only 
1820 Internet users had registered to buy or sell on the Company's auction web  
site.                                                                           

13

DEFM14A
21st Page of 235
TOC
1st
Previous
Next
Bottom
Just 21st

Because of these issues, the Company began to explore business
relationships that would provide the Company a venue to use its Internet        
expertise in a profitable manner while at the same time building customer       
support for its online auction business. This led to a plan to expand the       
Company's operations into the following areas:                                  

a)       To enter into emerging Internet markets through acquisitions and       
        strategic alliances with Internet corporations from those markets that
   focus on Internet subscriptions and/or content development. It is
         expected that the acquisitions themselves will be profitable or through
     some combination of Internet subscriber fees, premium services, web
        hosting fees, and web development fees, as well as through advertising
      revenue. These acquisitions and strategic alliances are collectively
referred to as "partners".                                    

b)       To expand and evolve the Company's auction technologies into reusable  
e-commerce technologies that can be offered to these Internet 
    corporations. In addition, the Company would provide technical and
  managerial support to these Internet corporations. The Company's
   ability to attract Internet corporations in the emerging Internet
     markets relies heavily on its ability to assist those corporations.

c)       To leverage off these new markets to increase the traffic to the       
         Company's online auction site as well as other developed e-commerce and
   information sites. Each relationship that the Company forges with
       another Internet corporation increases the number of viewers that the
       Company can reach worldwide. This provides the Company with access to
    new viewers that can be driven to its auction and e-commerce sites
without a significant investment in advertising.              

PLAN OF OPERATION: ONLINE AUCTIONS AND E-COMMERCE                               

    With the exception of salaries for a technical staff of three, the
Company has incurred no significant research and development costs this fiscal  
year. The Company expects to incur no additional costs over the next twelve     
months except for additional research and development costs related to (b)      
above. It is expected that any software or web site development undertaken over 
that period will be accomplished using the same level of personnel as was       
available during the first half of the fiscal year. The company will require no 
additional equipment to meet user demand at foreseeable levels of operation. At 
some point, additional servers and equipment will be required. At present levels
of operation, management does not believe that the number of key employees will 
change significantly within the next twelve months.                             

  The Company has organized an Advisory Board, which consists of a
combination of celebrities and experts in various fields in which the Company is
engaged. Each member of the Advisory Board has different compensation packages  
based on the individual's perceived value to the Company. In exchange for the   
compensation, the celebrities and other Advisory Board members grant the Company
the right to use their name in promotions, advertising, and marketing, as well  
as their endorsement of the Company. The celebrities have also agreed to be     
available for promotions for the Company. Additionally, members of the Advisory 
Board have agreed to assist the Company in acquiring, creating and evaluating   
memorabilia in their respective fields.                                         

The Company commenced operation of its online auction house,  
AcuBid.com, on August 2, 1999. From that time until January 2000, the Company   
has focused on establishing commercial relationships with sellers of            
collectibles. In that time period, the Company had not realized any significant 
operating revenue.                                                              

14

DEFM14A
22nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 22nd

     Management believed that once enough items are registered for sale,
buyers would be attracted to the site. Unfortunately, management has determined 
that the advertising costs necessary to attract sufficient sellers to the site  
to create a sustainable buyer/seller community are cost prohibitive at this     
time. Management believes that e-commerce related Internet sites will be an     
integral part of the business and can be made profitable in the future, but it  
is not anticipated that any significant revenue will be realized in the next    
year from the present site. Management believes that, only after increasing the 
Company's access to Internet users through its plan of acquisition and strategic
alliances in emerging Internet markets will the Company's e-commerce sites, to  
include its online auction site, become profitable. Since the Company has only  
become to expand into those markets, it is not possible to predict when this    
will occur.                                                                     

PLAN OF OPERATION: ACQUISITIONS AND STRATEGIC ALLIANCES                         

       Until a few years ago, the majority of Internet users have been North
Americans. This is however changing as more of the global population gets       
connected. Asia-Pacific potentially presents the largest Internet market given  
that it accounts for more than three billion of the world's population of about 
six billion. Given its later entry into the Internet industry, Asia-Pacific is  
expected to experience a faster growth rate than the United States or Western   
Europe.                                                                         

     The Company believes that these emerging Internet markets provide a
unique opportunity for the Company. Management believes that, through           
acquisition and strategic alliances with Internet corporations in these emerging
markets, a synergy can be created that benefits the Company as well as those    
corporations.                                                                   

       Because of its experience in the online auction site, the Company had
demonstrated an ability to create and manage an enterprise level Internet site. 
The Company can provide managerial and technical support to Internet companies  
in newly formed markets, giving them access to experienced expertise that might 
not be readily available in those markets. Additionally, certain technologies   
develop by the Company might prove useful in establishing e-commerce and online 
auctions in those markets.                                                      

        In return for the technology and support provided to its partners, the
Company expects to benefit in two ways. First, the Company benefits from        
revenues generated by any acquired corporations. Although the Company expects   
its acquisitions to become profitable, due to the preliminary nature of this    
part of its operations, the Company cannot predict the date when this will      
occur. Second, as the subscriber basis of these partners increases, the Company 
will have direct access to this subscriber base in order to expand the Company's
own e-commerce and online auction business.                                     

CHANGE IN OPERATIONS FOR THE SIX MONTHS ENDING FEBRUARY 29, 2000: ONLINE        
AUCTIONS AND E-COMMERCE                                                         

       During this period, the Company redesigned its online auction site to
make it more aesthetically pleasing and easier to use. As part of the redesign, 
new functions were added to the site. The Company modified and changed some of  
the categories of its listed items. The auction categories now include Antiques,
Art, Books, Coins, Collectibles, Comic Books and Sci-Fi, Entertainment, Jewelry,
Sports Memorabilia, Stamps, Toys and Miscellaneous. As of the date of this      
filing, since inception of the site, the Company has completed approximately    
10,400 auctions. Also as of the date of this filing, the Company had 685 items  
listed for sale.                                                                

     One of the new functions is automatic cross-referencing of a single
item in multiple categories. Sellers, in both Company-to-Person and             
Person-to-Person transactions, can list an item in 3 sub-categories as well as  
in the main category. Additionally, the Company has eliminated the Premier      
Option feature, which charged a seller premium listing fees for its item to     
appear on the site's home page. The                                             

15

DEFM14A
23rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 23rd

Company has instituted a Random Home Page Feature in which 25 items per day, in 
groups of five, will appear on the Home Page. The Company also improved and     
expanded its search engine capability, enabling users to search by product,     
category, or seller. Additional auction administration features, including Bid  
Retraction, Auction Editing, and Auction Canceling were also added.             

    Also, during this period different forms of marketing were used in
order to increase the traffic to the AcuBid auction site. Advertisements were   
placed in Antique Trader, Comic Book Marketplace, Linns Stamp News, New England 
Antiques, New York Antique Almanac, Sports Collectors Digest, and Warmans       
Today's Collector; targeted email campaigns were used to attract eBay customers 
to the AcuBid auction site; and mass email based mailings were undertaken. In   
addition, starting in January 2000, the "Collect This" radio show began to air  
on KOGO AM 600. The aim of this show was to generate an interest both in the    
collectibles market and in the AcuBid auction site. The radio show was cancelled
due to the change in business direction.                                        

  During this period, the Company also explored the possibility of
expanding its online auction site to include different types of auctions and    
also the possibility of creating an e-commerce site for collectibles that would 
allow direct sales of collectible items as an alternative to an auction. At this
time, the Company has not decided whether or not to develop these sites as      
originally explored, but believes that the development of such sites or related 
e-commerce sites will benefit both the Company and its strategic partners.      

CHANGE IN OPERATIONS FOR THE QUARTER ENDING FEBRUARY 29, 2000: ACQUISITIONS AND 
PARTNERSHIPS                                                                    

On January 24, 2000, the Company entered into a Memorandum of 
Understanding with JDI to acquire 90% of JDI through a stock purchase           
agreement. Subsequently, the formal agreement was signed on March 13, 2000      
and amended on March 27, 2000. Copies of these agreements are attached, as      
exhibits, to the Company's Form 8-K filed on March 29, 2000.                    

   Established in February 1999, JDI is an Indonesian-based Internet
Service and Content Provider Company and with its associates participates in    
multi-media business. JDI and its associates have extensive licenses in         
satellite, wireless broadband and other areas that relate to Internet service   
and content.                                                                    

  JDI presently provides dial-up Internet services and in the near
future, will provide broadband Internet services via satellite for Indonesian   
customers. It plans to extend those services throughout Asia and has long       
range plans to target the larger global community. JDI also has licenses and    
contracts to market a wide range of content from media sources, including TV    
stations, radio stations, Pay Televisions (cable and Direct Broadcast           
Satellite) and newspapers.                                                      

      In addition, JDI owns 69% of PT Media Lintas Antar Buana ("MLAB"), a
start-up Internet Service Provider ("ISP") and is affiliated to PT Mesana       
Investama Utama, a securities company. A web site devoted to the Jakarta        
stock market, as well as other web sites, is currently under development,       
which will further increase focus on the content market for Indonesia.          

  In February 2000, the Company started providing direct technical
support to JDI. Technical personnel from the Company have been working with JDI 
personnel in support of the development of their network infrastructure and web 
portal development. In is anticipated that this technical support will continue 
and is expected to expand following the Acquisition. This support is key to the 
success of JDI and validates the Company's role in the emerging Indonesia       
Internet market.                                                                

16

DEFM14A
24th Page of 235
TOC
1st
Previous
Next
Bottom
Just 24th

CHANGE IN OPERATIONS FOR THE QUARTER ENDING FEBRUARY 29, 2000: PERSONNEL        

During this period there were several changes in the Board of 
Directors, in key personnel, and on the Advisory Board. In January 2000,        
Norman Schwartz resigned from the Board of Directors and as Chief Financial     
Officer. However, Norman Schwartz still works for the Company on a consulting   
basis until such time as a new Chief Financial Officer can be selected. It      
should be noted that since the end of this period, John Irving also resigned    
from the Board of Directors. As of March 31, 2000, the Board of Directors       
consists of Michael Schaffer, Lawrence Schaffer, and Waddy Stephenson.          
Pursuant to the Agreement, the Board of Directors has amended its bylaws to     
increase the maximum number of directors that the Company may have from seven   
to eight. The Company expects to accept the resignation of one current          
director and will nominate six additional directors selected by Sulisto.        
Eight directors will be presented for election at the Annual Meeting of         
Stockholders currently scheduled to be held on May 22, 2000.                    

     In December 1999, Johnny Bench resigned from the Advisory Board. In
February 2000, Kurt Bevacqua and Gary Carter were removed from the Advisory     
Board. At this time it is not known when or if new members will be added to     
the Advisory Board.                                                             

In December 1999, Richard Schwartz also resigned as the Vice  
President of Marketing. It is not expected that this position will be filled    
at this time.                                                                   

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company has raised $5,025,471 since the change in business
direction in February 1999. The Company's balance sheet at February 29, 2000    
reflects cash of approximately $192,000, marketable securities of approximately 
$3,094,000 and other current receivables from related parties in the amount of  
$42,000.                                                                        

       Cash on the balance sheet declined by approximately $3,901,000 during
the six months ended February 29, 2000 due, in part, to redeployment into short 
term investments. Cash used in operating activities amounted to approximately   
$908,000 during this period. Cash was used to fund the Company's net loss for   
the period, partially offset by operating charges not requiring the use of cash,
including charges related to the issuance of shares of common stock for services
received and depreciation. Increasing the use of cash in the period were        
reductions in accounts payable and accrued expenses, offset partially by        
decreases in inventory and prepaid expenses.                                    

    Financing activities provided $150,000 during the six months ended
February 29, 2000 as the Company completed and received the final proceeds      
related to the issuance of its Series A Preferred Stock in September 1999.      

   Investing activities consumed $3,144,000 as the Company sought to
increase the investment yield of its excess funds by investing such amounts in  
higher yielding bond funds.                                                     

   During February 2000, the Company exchanged all of its issued and
outstanding preferred shares (3,950,000) for 2,893,770 shares of the            
Company's common stock pursuant to an exchange offer with the preferred         
stockholders. In connection therewith, the preferred stockholders agreed to     
exchange their shares and forgive the unpaid (accrued) dividends due.           
Pursuant to the terms of the exchange offer, the Company issued one             
additional common share for every ten common shares issued pursuant to the      
original terms of the exchange contained in the 1999 agreement with the         
preferred stockholders. This resulted in                                        

17

DEFM14A
25th Page of 235
TOC
1st
Previous
Next
Bottom
Just 25th

the issuance of 263,070 additional common shares. The fair value of the         
additional shares issued has been accounted for as a preferred distribution in  
the accompanying financial statements.                                          

    Without regard to the Acquisition, discussed above, and only as to
the Company as it is presently operating, at current operating rates the        
Company believes that it can satisfy its cash requirements over the next        
twelve months. Its ability to do so, however, will depend on many factors,      
including, but not limited to, the rate of market acceptance of the Company's   
services, the Company's ability to develop, maintain and expand its user        
base, the level of resources required to expand the Company's business model    
and other factors, some of which may be beyond the Company's control. A         
slower than expected rate of acceptance of the Company's business model would   
materially adversely affect the Company's liquidity. The Company has no         
commitments for additional financing and no assurances that any future          
commitments would be available in a timely manner, or, if available, would be   
on terms acceptable to the Company.                                             

RESULTS OF OPERATIONS - FISCAL YEAR END 1999 TO FISCAL YEAR END 1998            

REVENUES                                                                        

   Auctions were commenced in August of 1999 and $840 of revenue was
derived from these operations.                                                  

OPERATING COSTS AND EXPENSES                                                    

         OPERATING COSTS AND EXPENSES. Selling, general and administrative costs
and expenses, excluding depreciation, were $515,619 in Fiscal 1999 compared to  
$222,972 in Fiscal 1998 for an increase of $292,647. The primary reasons for the
increase were the technical development of the website, increased salaries, rent
for larger facilities, increased marketing and increases in all other           
administrative costs, such as phone, postage, mail and other items.             

       COMMON STOCK ISSUED AND STOCK OPTIONS GRANTED AS COMPENSATION. Common
Stock and stock options were granted to officers, directors, Advisory Board     
members and other consultants in Fiscal 1999. AcuBid accounted for the stock    
issuances at its fair market value at date of issue and the options were based  
on their fair market value on the date of grant of the options in accordance    
with SFAS No. 123 and APB No. 125, as appropriate.                              

DEPRECIATION EXPENSE. The increase in depreciation of $32,498 
($39,458 - $6,960) was due to a lower depreciable base in 1998.                 

INTEREST INCOME AND EXPENSE                                                     

        INTEREST EXPENSE. Substantially all of the interest expense for Fiscal
1999 relates to the amortization of debt discounts on notes and debentures      
payable which were exchanged for common stock in Fiscal 1999.                   

        INTEREST INCOME. Interest income was derived from bank deposits on the
funds raised from the private placements.                                       

18

DEFM14A
26th Page of 235
TOC
1st
Previous
Next
Bottom
Just 26th

EXTRAORDINARY ITEMS                                                             

The extraordinary gain in the amount of $72,745 represents the
forgiveness of a note and the accrued interest thereon in Fiscal 1999. The      
$120,421 extraordinary loss represents the difference between the fair market   
value of 300,000 shares of common stock issued in exchange for certain notes and
debentures with a carrying value of approximately $93,357. There were no        
extraordinary items in 1998.                                                    

DISCONTINUED OPERATIONS                                                         

      On December 2, 1999 pursuant to an action by the Board of Directors,
AcuBid formalized its intentions to discontinue the AcuVision operations. There 
were no significant operations for AcuVision in Fiscal 1999. Results for Fiscal 
1998 were as follows:                                                           

                                                                [Download Table]

                                                               
Net Sales                                   $       157,140.00 
Loss from discontinued operations           $       (43,314.00)

RESULTS OF OPERATIONS - SIX MONTHS ENDED FEBRUARY 29, 2000 TO SIX MONTHS ENDED  
FEBRUARY 28, 1999                                                               

REVENUES                                                                        

       Auctions were commenced in August of 1999 and in the six months ended
February 29, 2000, $17,464 of revenue was derived from these operations. There  
were no revenues in the Six Month Period ended February 28, 1999.               

OPERATING COSTS AND EXPENSES                                                    

         OPERATING COSTS AND EXPENSES. Selling, general and administrative costs
and expenses, excluding depreciation were $957,824 for the six months ended     
February 29, 2000 compared to $58,758 for the six months ended February 28,     
1999. Thus, selling, general and administrative costs increased $904,066 for the
six months ended February 29, 2000 as compared to the six months ended February 
28, 1999. The primary factors related to the higher costs were costs associated 
with the technical development of the Company's website, increased salaries,    
rent for larger facilities, increased marketing and increases in all other      
administrative costs, such as phone, postage, mail and other items including the
items discussed below.                                                          

COMMON STOCK ISSUED AND STOCK OPTIONS GRANTED AS COMPENSATION,
INCLUDED IN SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Common Stock and      
stock options were granted to officers, directors, Advisory Board members and   
other consultants in the six months ended February 29, 2000. AcuBid accounted   
for option grants in accordance with SFAS No. 123 and APB No. 25, as            
appropriate. Charges related to the stock issuances and option grants were      
$232,000 during the six months ended February 29, 2000. There were no such      
items in the comparable 1999 period.                                            

    DEPRECIATION EXPENSES. Depreciation expense was $45,204 in the six
months ended February 29, 2000 as compared to $926 during the six months ended  
February 28, 1999. Accordingly, depreciation expense increased by $44,278 during
the six month period ended February 29, 2000 as compared to the relevant 1999   
period. The increase is as a result of depreciation related to AcuBid's         
acquisition of equipment related to the development of its website.             

19

DEFM14A
27th Page of 235
TOC
1st
Previous
Next
Bottom
Just 27th

INTEREST AND INVESTMENT INCOME                                                  

     Investment income for the six months ended February 29, 2000 in the
amount of $74,007 was derived from interest earned on bank deposits and earnings
on short term investments. Such amounts for the comparable 1999 period were     
negligible. AcuBid derived most of the investment income in 2000 due to its     
investment in high yield funds.                                                 

BUSINESS OF ACUBID

GENERAL                                                                         

HISTORICAL BUSINESS                                                             

The Company was incorporated under the Company Act of British 
Columbia on August 26, 1983, as Sheen Minerals, Inc., a mineral exploration     
and extraction company. On August 27, 1991, the Company changed its name to     
International AcuVision Systems, Inc. and in September, 1993, the Company was   
domesticated under Section 388 of the Delaware General Corporation Law.         
During the period August 1991 through August 31, 1998, the Company marketed     
its vision training products in the Optometric, Sports Vision, Occupational     
Therapy and Visual Rehabilitation fields. During the quarter ending November    
30, 1997, the Company sold vision training equipment worldwide and raised       
U.S.$125,000 through the sale of a self-liquidating debenture. The $125,000     
proceeds was to be used to increase inventory and institute a telemarketing     
program. Shortly after raising the funds to increase inventory, the Company     
learned that Electronic Manufacturing Source, the turn-key manufacturer of      
the Company's AcuVision 1000, 2000, and Visual Test Administrator had become    
insolvent and the Company had to find another manufacturer. By fiscal year      
end, August 31, 1998, the Company concluded that future sales and business in   
the vision training market was too limited and that the costs of marketing      
and production too great. As a result, management determined that the Company   
should restructure.                                                             

    At the 1999 Annual Meeting of Stockholders, the Company's name was
changed to AcuBid.com, Inc; the authorized shares were increased to             
50,000,000; a class of 10,000,000 Preferred Shares was created; and the         
web-based auction house was initiated. Unsolicited orders for vision training   
products were filled through August 31, 1999 at which time management           
determined that the Company would discontinue the vision training operation     
in its entirety.                                                                

BUSINESS OF ACUBID                                                              

     AcuBid has operated as a web-based auction house since August, 1999
featuring business-to-consumer and consumer-to-consumer auctions. AcuBid        
targets serious collectors who are knowledgeable about products and already     
use online auctions to buy and sell products.                                   

       The AcuBid auction is fully automated and available 7 days a week, 24
hours a day. Consumers are able to access AcuBid at any time to browse current  
auctions, list new items for sale, bid on items, check account status, or view  
other information available on the site.                                        

The main product attribute of AcuBid is an easy to use auction
interface. AcuBid has intuitive site architecture. A comprehensive search       
function will allow product, member, and other searches. AcuBid is designing the
web site to be compatible for the majority of Internet browsers in use. Finally,
AcuBid will provide safe and secure transactions for users.                     

20

DEFM14A
28th Page of 235
TOC
1st
Previous
Next
Bottom
Just 28th

     It is not necessary to register as an AcuBid user to browse through
different auctions. However, to become a buyer or seller on AcuBid, users are   
required to register and accept AcuBid's member agreement. The member           
agreement takes a few minutes to fill out, and upon completion users are able   
to bid on products or list items for sale.                                      

       AcuBid requires users to provide personal information including name,
address, phone number, E-mail address, and credit card information. This        
information is necessary for several reasons:                                   

-     To verify that buyers and sellers are not minors;       

-     To provide AcuBid with billing information when the user
incurs fees from AcuBid; and                      

-     To verify how AcuBid can contact the registered user.   

        To protect the integrity of this information, AcuBid has made it clear
in its privacy policy that this information will not be released to any outside 
party. AcuBid's privacy policy has been submitted to and approved by            
BBBOnline. This organization provides third party assurance that the privacy    
policy meets the highest standards of consumer protection.                      

The pricing policy of auctions on the AcuBid auction site is  
straightforward with no hidden costs. Sellers pay two percent commission on all 
successful sales. No listing fees nor any buyer fees are charged.               

OPERATIONS AND TECHNOLOGY                                                       

     The AcuBid Internet auction site consists of multiple INTEL Pentium
based workstations utilizing Microsoft Windows NT Enterprise Edition, Microsoft 
SQL Server, Microsoft Internet Information Server, and Microsoft Site Server    
technologies. Long-term growth of the site is accommodated through the use of   
the following scalability, fault tolerant, and security strategies.             

   Scalability is the ability of a site to expand as its client base
expands. Scalability of the site is accomplished using a "division of labor"    
strategy as well as "clustering" technology. Servers are divided into four      
types: web servers, personalization/mail servers, database servers, and image   
servers, dividing the workload into four groups. The database servers can be    
further specialized by partitioning the data that each database server would    
manage. The image servers are further divided by assigning members to specific  
image servers. " Clustering" refers to the use of multiple servers that divide  
client requests among the servers assigned to a cluster. Multiple data-less web 
and personalization/mail servers are clustered to provide scalability for these 
servers.                                                                        

    Fault tolerance is the ability for the site to easily recover from
hardware failures. Fault tolerance within the site is accomplished though       
hardware mirroring of all data stores (image and database servers) and the use  
of fail-over database servers. Fault tolerance of the web and                   
personalization/mail servers is accomplished by the same "clustering" technology
used for scalability. Disaster recovery is provided through the use of          
incremental backups of the database and image data stores.                      

      Security is the ability for the site to protect its servers and data
from unwarranted access. Security within the site is accomplished through a     
variety of technologies, including fire walls, IP restrictions, encryption, and 
password authentication.                                                        

21

DEFM14A
29th Page of 235
TOC
1st
Previous
Next
Bottom
Just 29th

COMPETITIVE BUSINESS CONDITIONS                                                 

INDUSTRY BACKGROUND: GROWTH OF THE INTERNET AND ONLINE COMMERCE                 

         The Internet has emerged as a global medium enabling millions of people
worldwide to share information, rapidly and easily communicate and              
electronically conduct business. International Data Corporation ("IDC")         
estimates that the number of Internet users will grow from approximately 60     
million worldwide in 1997 to approximately 320 million worldwide by the end of  
2002. This large and rapid growth is expected to be propelled by the large and  
growing number of Personal Computers ("PCs") installed in homes and offices, the
decreasing cost of PCs, easier, faster and cheaper access to the Internet,      
improvements in network infrastructure, the proliferation of Internet content   
and the increasing familiarity and acceptance of the Internet by businesses and 
consumers. The Internet has a number of distinct characteristics that           
differentiate it from traditional media: users communicate and access           
information without geographic or tangible limitations; users access dynamic and
interactive content on a real-time basis; and users communicate and interact    
instantaneously with a single individual or with groups of individuals. As a    
result of these distinct characteristics, Internet usage is expected to continue
to expand rapidly.                                                              

   The growing adoption of the World Wide Web represents an enormous
opportunity for businesses to conduct commerce over the Internet. IDC           
estimated that commerce over the Internet will increase from approximately      
$32 billion worldwide in 1998 to approximately $130 billion worldwide in 2000.  

INTELLECTUAL PROPERTY                                                           

 AcuBid regards the protection of its copyrights, service marks,
trademarks, trade dress and trade secrets as critical to its future success and 
relies on a combination of copyright, trademark, service mark and trade secret  
laws and contractual restrictions to establish and protect its proprietary      
rights in products and services. AcuBid has entered into confidentiality and    
invention assignment agreements with its employees and contractors, and         
nondisclosure agreements with its suppliers and strategic partners in order to  
limit access to and disclosure of its proprietary information. There can be no  
assurance that these contractual arrangements or the other steps taken by AcuBid
to protects its intellectual property will prove sufficient to prevent          
misappropriation of AcuBid's technology or to deter independent third party     
development of similar technologies. AcuBid pursues the registration of its     
trademarks and service marks in the United States and internationally. Effective
trademark, service mark, copyright and trade secret protection may not be       
available in every country in which AcuBid's services are made available online.

        AcuBid also relies on certain technologies that it licenses from third
parties, such as Microsoft, Compaq, and Symantec, the suppliers of key database 
technology, the operating system and specific hardware components for AcuBid's  
business. There can be no assurance that these third party technology licenses  
will continue to be available to AcuBid on commercially reasonable terms. The   
loss of such technology could require AcuBid to obtain substitute technology of 
lower quality or performance standards or a greater cost, which could materially
adversely affect AcuBid's business, results of operations and financial         
condition.                                                                      

      To date, AcuBid has not been notified that its technologies infringe
the proprietary rights of third parties, but there can be no assurance that     
third parties will not claim infringement by AcuBid with respect to past,       
current or future technologies. AcuBid expects that participants in its markets 
will be increasingly subject to infringement claims as the number of services   
and competitors in AcuBid's industry segment grows. Any such claim, whether     
meritorious or not, could be time consuming, result in costly litigation, cause 
service upgrade delays or require AcuBid to enter into royalty or licensing     

22

DEFM14A
30th Page of 235
TOC
1st
Previous
Next
Bottom
Just 30th

agreements. Such royalty or licensing agreements might not be available on terms
acceptable to AcuBid or at all. As a result, any such claim could have a        
material adverse effect upon AcuBid's business, results of operations and       
financial conditions.                                                           

GOVERNMENT REGULATION                                                           

   AcuBid is not currently subject to direct federal, state or local
regulation, and laws or regulations applicable to access to or commerce on the  
Internet, other than regulations applicable to businesses generally. However,   
due to the increasing popularity and use of the Internet and other online       
services, it is possible that a number of laws and regulations may be adopted   
with respect to the Internet or other online services covering issues such as   
user privacy, freedom of expression, pricing, content and quality of products   
and services, taxation, advertising, intellectual property rights and           
information security.                                                           

         Although sections of the Communications Decency Act of 1996 (the "CDA")
that, among other things, proposed to impose criminal penalties on anyone       
distributing "indecent" material to minors over the Internet, were held to be   
unconstitutional by the U.S. Supreme Court, there can be no assurance that      
similar laws will not be proposed and adopted. Certain members of Congress have 
recently discussed proposing legislation that would regulate the distribution of
"indecent" material over the Internet in a manner that they believe would       
withstand challenge on constitutional grounds. The nature of such similar       
legislation and the manner in which it may be interpreted and enforced cannot be
fully determined and, therefore, legislation similar to the CDA could subject   
AcuBid and/or its customers to potential liability, which in turn could have an 
adverse effect on AcuBid's business, results of operations and financial        
condition. The adoption of any such laws or regulations might also decrease the 
rate of growth of Internet use, which in turn could decrease the demand for the 
AcuBid service or increase the cost of doing business or in some other manner   
have a material adverse effect on AcuBid's business, results of operations and  
financial condition.                                                            

       In addition, applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property   
issues, taxation, libel, obscenity and personal privacy is uncertain. The vast  
majority of such laws were adopted prior to the advent of the Internet and      
related technologies and, as a result, do not contemplate or address the unique 
issues of the Internet and related technologies.                                

    In addition, numerous states, including the State of California in
which AcuBid's headquarters are located, have regulations regarding the manner  
in which "auctions" may be conducted and the liability of "auctioneers" in      
conducting such auctions. No legal determination has been made with respect to  
the applicability of the California regulations to AcuBid's business to date and
little precedent exists in this area. AcuBid has complied with the auctioneer   
bonding requirements of the State of California. There can be no assurance,     
however, that a state will not attempt to impose other regulations upon AcuBid  
in the future or that such imposition will not have a material adverse effect on
AcuBid's business, results of operations and financial condition.               

         Several states have also proposed legislation that would limit the uses
of personal user information gathered online or require online services to      
establish privacy policies. The Federal Trade Commission has also recently      
settled a proceeding with one online service regarding the manner in which      
personal information is collected from users and provided to third parties.     
Changes to existing laws or the passage of new laws intended to address these   
issues, including some recently proposed changes, could create uncertainty in   
the marketplace that could reduce demand for the services of AcuBid or increase 
the cost of doing business as a result of litigation costs or increased service 
delivery costs, or could in some other manner have a material adverse effect on 
AcuBid's business, results of operations and financial condition.               

23

DEFM14A
31st Page of 235
TOC
1st
Previous
Next
Bottom
Just 31st

      In addition, because AcuBid's services are accessible worldwide, and
AcuBid facilitates sales of goods to users worldwide, other jurisdictions may   
claim that AcuBid is required to qualify to do business as a foreign corporation
in a particular state or foreign country. AcuBid is qualified to do business in 
two states in the United States, and failure by AcuBid to qualify as a foreign  
corporation in a jurisdiction where it may be required to do so could subject   
AcuBid to taxes and penalties for the failure to qualify and could result in the
inability of AcuBid to enforce contracts in such jurisdictions. Any such new    
legislation or regulation, or the application of laws or regulations from       
jurisdictions whose laws do not currently apply to AcuBid's business, could have
a material adverse effect on AcuBid's business, results of operations and       
financial condition.                                                            

       The law relating to the liability of providers of online services for
activities of their users on the service is currently unsettled. While AcuBid   
will not pre-screen the types of goods offered on AcuBid, AcuBid is aware that  
certain goods, such as alcohol, tobacco, firearms, adult material and other     
goods that may be subject to regulation by local, state or federal authorities. 
There can be no assurance that AcuBid will be able to prevent the unlawful      
exchange of goods on its service or that it will successfully avoid civil or    
criminal liability for unlawful activities carried out by users through AcuBid's
service. The imposition upon AcuBid of potential liability for unlawful         
activities of users of the AcuBid service could require AcuBid to implement     
measures to reduce its exposure to such liability, which may require, among     
other things, AcuBid to spend substantial resources and/or to discontinue       
certain service offerings. Any costs incurred as a result of such liability or  
asserted liability could have a material adverse effect on AcuBid's business,   
results of operations and financial condition.                                  

     In addition, AcuBid's success depends largely upon sellers reliably
delivering and accurately representing the listed goods and buyers paying the   
agreed purchase price. AcuBid takes no responsibility for delivery of payment or
goods to any user of the AcuBid service in person to person transactions. AcuBid
anticipates that it will receive in the future, communications from users who   
did not receive the purchase price or the goods that were to have been          
exchanged. While AcuBid can suspend the accounts of users who fail to fulfill   
their delivery obligations to other users, AcuBid, beyond crediting sellers with
the amount of their fees in certain circumstances, does not have the ability to 
otherwise require users to make payments or deliver goods and AcuBid does not   
and will not compensate users who believe they have been defrauded by other     
users.                                                                          

        AcuBid may also from time to time receive complaints from buyers as to
the quality of the goods purchased. With respect to Company to Person           
transactions, AcuBid has an unconditional 30 day return policy and believes that
such a policy will be adequate to protect AcuBid from most problems associated  
with Company to Person transactions. With respect to Person to Person           
transactions, although AcuBid will attempt to reduce its liability to buyers for
unfulfilled transactions or other claims related to the quality of the purchased
goods, AcuBid may in the future receive requests from users requesting          
reimbursement or threatening legal action against AcuBid if no reimbursement is 
made. Any resulting litigation could be costly for AcuBid, divert management    
attention and could result in increased costs of doing business, or otherwise   
have a material adverse effect on AcuBid's business, results of operations and  
financial condition. Any negative publicity generated as a result of fraudulent 
or deceptive conduct by users of AcuBid could damage AcuBid's reputation and    
diminish the value of its name, which could have a material adverse effect on   
AcuBid's business, results of operations and financial condition.               

    Other than Company owned inventory, AcuBid will not pre-screen the
goods that are listed by users on AcuBid or the contents of their listings,     
which may include text and images. AcuBid anticipates that it will receive in   
the future, communications alleging that certain items sold through the AcuBid  
service infringe third-party copyrights, trademarks or other intellectual       
property rights. While AcuBid's user policy prohibits the sale of goods which   
may infringe third-party intellectual property rights and                       

24

DEFM14A
32nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 32nd

AcuBid is empowered to suspend the account of any user who infringes third-party
intellectual property rights, there can be no assurance that an allegation of   
infringement will not result in litigation against AcuBid. Any such litigation  
could be costly for AcuBid and could result in increased costs of doing         
business, or could in some other manner have a material adverse effect on       
AcuBid's business, results of operations and financial condition.               

EMPLOYEES                                                                       

      As of the date of this filing, AcuBid has nine employees: two senior
executives responsible for contracting, procurement and purchasing, inventory   
oversight, and investor relations; a chief technology officer responsible for   
design of and oversight of all software and information technology development; 
one in customer/technical support; two in software and information technology;  
and three in general administration. AcuBid has never had a work stoppage, and  
no employees are represented under collective bargaining agreements. AcuBid     
considers its relations with its employees to be good. AcuBid believes that its 
future success will depend in part on its continued ability to attract,         
integrate, retain and motivate highly qualified technical and managerial        
personnel. Competition for qualified personnel in AcuBid's industry and         
geographic location is intense, and there can be no assurance that AcuBid will  
be successful in attracting, integrating, retaining and motivating a sufficient 
number of qualified personnel to conduct its business.                          

PROPERTIES                                                                      

     Effective June 1, 1999, the Company began leasing 3,081 square foot
of prime office space in the very desirable Pacific Ridge Complex in            
Carlsbad, California. The Company obtained the space at $1.60 per square        
foot, which is $0.30-0.40 per square foot below market. The lease is for        
three years, with renewal and expansion options. The Company believes that      
this space will provide adequate working space and environment for the          
technical and administrative needs of the Company and will provide the          
necessary high tech profile to meet with experts in the field and other         
interested parties. The Company believes that this office space will be         
adequate to meet its needs for the immediate future. Long-range future growth   
can be accommodated by leasing additional space nearby.                         

     On May 25, 1999, the Company entered into an agreement with Level 3
Communications to secure space and bandwidth for the housing of its main Web    
site server operations in San Diego, California. Pursuant to this agreement,    
the Company is required to pay Level 3 Communications $1,800.00 per month       
which will increase as the bandwidth increases with growth.                     

25

DEFM14A
33rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 33rd

  JDI'S MANAGEMENT DISCUSSION AND ANALYSIS

OR PLAN OF OPERATION

The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward-looking statements" within the meaning of the      
Private Securities Litigation Reform Act of 1995. This Act provides a "safe     
harbor" for forward-looking statements to encourage companies to provide        
prospective information about themselves so long as they identify these         
statements as forward-looking and provide meaningful cautionary statements      
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we   
make in this Proxy Statement are forward-looking. In particular, any statements 
that we make in this Proxy Statement regarding industry prospects or our future 
results of operations or financial position are forward-looking statements.     
Forward-looking statements reflect our current expectations and are inherently  
uncertain. Our actual results may differ significantly from our expectations.   

   Also, the following discussion should be read in conjunction with
the selected financial information of JDI's 1999 Financial Statements and       
notes thereto. JDI's Financial Statements have been prepared in accordance      
with Indonesian GAAP. In 1998, the Indonesian Institute of Accountants issued   
several Statements of Financial Accounting Standards (locally known as          
"PSAK"). PSAK No. 46 "Accounting for Income Tax" requires the adoption of       
Deferred Income Tax Method effective year 2000 for publicly-listed companies    
and effective 2001 for non-publicly listed companies, although earlier          
adoption is encouraged. JDI decided to adopt the Deferred Income Tax Method     
in its 1999 financial report. This method of reporting income tax is the same   
under U.S. GAAP.                                                                

GENERAL                                                                         

    JDI together with its affiliated company is an integrated Internet
services and content provider in Indonesia. JDI plans to expand into Asia and   
eventually into global markets providing users and customers with a             
comprehensive suite of services for:                                            

-        Multi-media & other content and e-commerce services;                   
-        Quality Internet access; and                                           
-        Internet solutions services                                            

JDI was in its development stage in 1999 building its         
infrastructure. JDI's subsidiary, PT. Medialintas Antar Buana (MLAB), is an     
ISP licensed in Indonesia. MLAB was established on August 15, 1995 and was      
dormant prior to 1999. In 1999, MLAB established the groundwork to provide      
Internet-related services to JDI. MLAB is 69% owned by JDI. For the year        
ended December 31, 1999, JDI had revenues of $3,415, operating costs and        
expenses of $292,585 and total other income of $19,572 for a net loss of        
$184,061.                                                                       

PLAN OF OPERATION                                                               

    JDI aims to be a premier Internet Services and Content Provider in
Asia, creating a loyal and economically attractive customer base by featuring   
popular content on its site, which is positioned as an online entertainment     
alternative targeted towards Internet users in Asia. It is believed that        
JDI's strength will be based on the following integrated components:            

26

DEFM14A
34th Page of 235
TOC
1st
Previous
Next
Bottom
Just 34th

-        Internet Service Provider;                                   
-        Content Provider; and                                        
-        Web Solutions.                                               

JDI believes that by providing superior products and services in each of these  
components that it can create and maintain a loyal subscriber base.             

  INTERNET SERVICE PROVIDER. JDI will provide registered users the
following options for Internet connection: Dial-up connection and broadband     
access via satellite. The latter provides faster access than cable modems given 
the bandwidth availability through affiliated companies. The broadband access   
via satellite covers a large part of Asia.                                      

    CONTENT PROVIDER. The large number of portals on the Web providing
dry content has led to a severe "content clutter". While search engines can     
mitigate this to some extent, they are not sophisticated enough to sift out     
sites by content quality. In order to develop "stickiness" therefore, a site    
must provide content, which is instantly appealing and continually changing     
at the same time. JDI plans to achieve this through strategic alliances with    
multimedia and other content rich companies for Internet rights to their        
content.                                                                        

  WEB SOLUTIONS. Complementing the above is a wide spectrum of Web
strategy consulting services. This provides JDI with the opportunity to lever   
cross-business synergies while building network clients which represent         
potential affiliate sites. These sites could be sources of additional content   
and page-view traffic to JDI's portal site. These network clients also represent
a potential source of future e-commerce operators for JDI to partner with and   
aggregate on its portal network.                                                

        These three integrated components are harnessed effectively to provide
JDI with a diversified stream of revenues that includes advertising revenue,    
e-commerce revenue, subscriber fees, and consulting and hosting fees.           

OPERATING AGREEMENTS                                                            

During 1999, JDI entered into the following operating agreements:               

LORAL ORION SERVICES, INC., USA ("LORAL")                     

        MLAB, which is a subsidiary of JDI, has an agreement dated December 6,
         1999 with Loral Orion Services Inc., USA ("Loral") whereby Loral agrees
to provide telecommunication network service ("Services") for 
    transporting Internet Protocol (IP) packets between Loral Internet
   Gateways and MLAB's site. The services consists of, among others,
         providing: (i) simplex Permanent Virtual Circuits ("PVC") between Loral
        Internet Gateway and MLAB's site; (ii) Border Gateway Protocol service
        between the router at MLAB's site and Loral-designated U.S. ISP; (iii)
     required space segment, satellite uplink and downlink services; and
(iv) technical consultancy service.                           

      MLAB will provide JDI with: (i) the Internet connection link through
       LOSI for 24 hours a day, 365 days a year; (ii) international Internet
     back-up link; (iii) supporting infrastructure for the down-link and
   up-link service; (iv) Indonesia Internet Exchange link; and (v) a
certain block of Internet Protocol's addresses.               

27

DEFM14A
35th Page of 235
TOC
1st
Previous
Next
Bottom
Just 35th

      In addition, MLAB is liable for maintenance and repair of damages or
        service interruption on the facility transmission or facility. MLAB is
not liable for the accuracy, confidentiality and/or quality of
   information transmitted through its connection service, or losses
incurred by JDI for usage of the service.                     

       On December 8, 1999, JDI entered into an agreement with MLAB, whereby
     MLAB agreed to provide the services to JDI. In return JDI agreed to
       reimburse MLAB the following: (i) monthly service fee of U.S. $16,500
       per mbs and a refundable deposit of U.S. $49,500 which have been paid
        by MLAB to Loral as stated above and (ii) Very Small Aperture Terminal
     (VSAT) rental fees payable to Infokom and IIX ("Indonesian Internet
     Exchange") fees amounting to U.S. $2,500 and U.S. $1,500 per month,
respectively.                                                 

PT. INFOKOM ELECTRINDO ("INFOKOM")                            

      MLAB entered into a lease agreement with Infokom on October 1, 1999,
   for the use of Infokom's VSAT Smartcom equipment to be installed,
        maintained and/or reinstalled, if necessary, in MLAB's site. In return
      JDI agreed to reimburse MLAB for the service fee of U.S. $30,000 per
     year. The lease agreement will expire on November 17, 2000. Infokom
  must provide MLAB written notification within 45 days before the
      expiration of the lease of whether the lease shall be extended. MLAB
         must provide written notification within 30 days of the expiration date
    of whether it intends to discontinue use of VSAT Smartcom. If MLAB
        fails to provide this notice, the lease will be automatically extended
for a one-year period.                                        

INDONESIAN SATELLITE CORPORATION TBK ("INDOSAT")              

     JDI entered into a subscription contract with Indosat on October 1,
        1999 for the Dedicated/Corporate connection to the Indosatnet facility
     of IDR 7,500,000 (approximately U.S. $1,047) per month and one-time
     registration fee of IDR 2,500,000 (approximately U.S. $349). JDI is
     responsible for: (i) providing necessary equipment required for the
         Indosatnet facility; and (ii) obtaining Indosat's written consent prior
to allowing a third party to use Indosatnet.                  

   Indosat shall be liable for the maintenance and reparation of any
         damage or service interruption on its transmission or facility. Indosat
   is not liable for the accuracy, confidentiality or quality of the
information transmitted through Indosatnet service.           

     The agreement expires on October 1, 2000 and shall be automatically
    extended for a one-year period unless JDI provides 30 days written
    notice prior to the expiration date of its intent not to renew the
contract.                                                     

PT. MATAHARI LINTAS CAKRAWALA ("MLC")                         

      JDI entered into a non-exclusive agreement on September 1, 1999 with
       MLC, Indonesia's only pay TV service transmitted via Direct Broadcast
   Satellite, whereby JDI agreed to provide MLC with Quick Financial
      Channel Program ("QFC") through a direct cable connection which will
    become part of the subscription television service currently being
        provided by MLC. MLC shall provide (i) 5 MB bandwidth to broadcast QFC
      and shall broadcast from its Cakrawarla satellite and (ii) VBI lines
       for QFC. The revenue earned will be shared between JDI and MLC at the
         rates of 70% and 30% respectively. This agreement expires on August 31,
    2004. This Agreement is subject to renewal or an extension if both
parties are able to agree to new terms.                       

28

DEFM14A
36th Page of 235
TOC
1st
Previous
Next
Bottom
Just 36th

PT. TANJUNG BANGUN SEMESTA ("TBS")                            

     JDI signed a non-exclusive agreement on September 1, 1999 with TBS,
        whereby JDI agreed to provide TBS with Quick Financial Channel Program
         either through direct cable connection or via broadcast satellite under
        certain terms and conditions provided in the agreement 24 hours a day.
        TBS will pay a license fee of IDR 150,000 (approximately U.S. $21) per
     subscriber to QFC program. If either party wants to modify or renew
        this agreement, both parties have three months prior to the expiration
of any of the termination terms.                              

PT. BURSA EFEK JAKARTA ("BEJ")                                

      JDI signed a cooperation agreement with BEJ on March 3, 1999 whereby
      both parties agreed to cooperate in the development and provision of
       programming services such as: Stock Channel and TV Interactive/Web TV
     ("Program Channel"), which will be distributed via cable television
       operators in Indonesia, MLC's Indovision Digital channel and/or other
      media. This agreement expires on March 3, 2001, and is automatically
extended for a two-year period.                               

         Under the agreement, BEJ will: (i) provide certain supporting equipment
        and space at the Jakarta Stock Exchange which will be available to JDI
        in order to provide programming service to other parties and (ii) make
available to JDI certain data and other information related to
  securities transactions on the Jakarta Stock Exchange (JSX). The
      calculated gross profit earned will be shared between JDI at a rate,
      which will vary from time to time according to a table stipulated in
the agreement.                                                

        JDI together with BEJ signed an agreement with the Directorate General
       of Tourism of the Republic of Indonesia on September 24, 1999 whereby
      JDI and BEJ agreed to broadcast the "Let's Go Indonesia" logo and to
provide space/page in the QFC program without any charges.    

In return, the Directorate General of Tourism will require the
       Indonesian Hotel and Restaurant Association ("PHRI") to promote among
    their members the Quick Financial Channel program provided through
MLC's Indovision broadcasting program.                        

BRIDGE INFORMATION SYSTEM (SINGAPORE) PTE LTD ("BRIDGE")      

    JDI signed an agreement with Bridge on July 1, 1999 whereby Bridge
       agreed to: (i) install required equipment units and software at JDI's
       premises and ensure accurate and timely transmission of data, such as
       real-time information from commodity exchange, money market and stock
 exchange, etc.; (ii) transmit the data and other information as
         stipulated in the agreement to JDI through the leased telecommunication
         line or satellite downlink, in respect of which JDI shall bear all cost
        and charges incurred; and (iii) grant JDI the non-exclusive license to
        use the data in accordance with the terms and conditions stipulated in
the agreement.                                                

        In return, JDI is obligated to pay a one-time installation fee of U.S.
        $300, a monthly subscription fee of U.S. $1,000 and communication fees
     to be billed to JDI based on actual telecommunication lines used to
   deliver the data to JDI's site. The monthly subscription fees are
      waived for the first six months commencing on the date the equipment
       units are installed. This agreement is scheduled to expire on July 1,
   2000 and thereafter will continue on a month-to-month basis until
either party provides three months written notice.            

         JDI signed another agreement with Bridge on July 1, 1999 whereby Bridge
        agreed to: (i) grant JDI a non-exclusive license to access and utilize
Bridge's products and services ("Bridge                       

29

DEFM14A
37th Page of 235
TOC
1st
Previous
Next
Bottom
Just 37th

         Services") in the production of JDI's television programming service to
       Indonesia known as "Stockwatch"; (ii) provide training and support to
 JDI in relation to the use of Bridge Services and assistance in
      converting the news and data contained in the Bridge Services into a
      variety of formats for presentation in Stockwatch; and (iii) provide
     access to the Bridge journalists in Asia for market moving stories.

       In recognition of Bridge's assistance, JDI will provide among others:
   (i) commercial airtime on the Stockwatch program and will produce
       Bridge commercials free of charge. The minimum airtime shall be three
       30-second spots per day for one month every three months; (ii) on-air
       marketing and attribution rights to Bridge; and (iii) a communication
link between Bridge's office and JDI's premises.              

PT. MESANA INVESTAMA UTAMA ("MESANA")                         

    JDI has an agreement dated December 3, 1999 with Mesana, a related
    securities company. JDI agreed to provide on-line electronic stock
      trading, web site development and maintenance, news and data supply,
        software licensing, web hosting and mail hosting. JDI will (i) prepare
  a recovery plan of on-line trading system, software and hardware
         existing in its system; (ii) prepare a back-up system; and (iii) give a
        guarantee for the back-up system. JDI has agreed to be responsible for
      the confidentiality of Mesana's customer data. In return Mesana will
 pay to JDI 25% of the total net commission of the stock trading
    generated by Mesana IDR 12,500,000 (approximately U.S. $1,746) per
   month, whichever is greater. This agreement expires 10 years from
       December 3, 1999. There is an automatic extension of another ten-year
      term, if neither party provides notice of its intention to terminate
this agreement.                                               

Since December 31, 1999, JDI has entered into 13 web service agreements.        

 BUSINESS OF JDI

GENERAL                                                                         

     Established in February 1999, JDI is an Indonesian-based integrated
Internet Service and Content Provider company with a network of associated      
companies within the multi-media business. JDI through its affiliated company   
presently provides dial-up Internet services to Indonesian customers. JDI       
expects to provide broadband Internet services to its customers via satellite in
the near future. It also plans to target customers throughout most of Asia with 
a long-range plan to target the larger global community. JDI and its affiliates 
have licenses and contracts to market a wide range of content from media        
sources, including TV stations, radio stations, Pay Televisions (cable and      
Direct Broadcast Satellite), and newspapers.                                    

  In addition, JDI owns MLAB, a start-up Internet Service Provider
("ISP") and is affiliated with PT Mesana Investama Utama, a securities          
company and PT Mesana Transforex International. JDI also operates jointly       
with the JSX for the Quick Financial Channel, a financial information channel   
that was launched on September 1, 1999. Quick Financial Channel provides        
real-time stock price movements on the JSX, JSX announcements and other         
breaking news,                                                                  

30

DEFM14A
38th Page of 235
TOC
1st
Previous
Next
Bottom
Just 38th

foreign exchange quotations and world stock market indices. Quick Financial     
Channel, which is available on a subscription basis, is broadcasted by private  
pay television companies, Indovision and Kabelvision.                           

KEY BUSINESS AREAS                                                              

     DIALUP AND BROADBAND ACCESS. JDI presently provides dialup Internet
access in Jakarta, Indonesia through MLAB. This dialup access represents only   
the initial Internet access provided to JDI subscribers. JDI is planning to     
provide broadband Internet access using bandwidth on the Cakrawarla Satellite   
owned and operated by Mediaciatra. JDI has also begun discussions with eSAT     
Inc. concerning the possibility of forming a joint venture that would provide   
broadband wireless Internet services in Indonesia. Under this joint venture,    
eSAT would deliver a high-speed satellite connection to Indonesia and           
distribute the bandwidth using its last mile wireless technology.               

        Broadband access via satellite will offer service that JDI believes is
superior to broadband access provided through cable for the following reasons:  

   -    QUALITY ACCESS: JDI will offer a higher bandwidth of up to 16 MB via
  satellite transmission compared to the current competing cable
networks' bandwidth of up to 4 MB.                          

-    BROADER ACCESS: JDI's service will not be dependent on cable     
         connection since it will be transmitted via satellite and, therefore,
          its coverage will be broader, covering a large part of Southeast Asia.

 -    ECONOMICAL ACCESS: The modem and satellite dish required for JDI's
          service is expected to cost approximately U.S.$302, which is less than
the cost of a cable modem costing approximately U.S.$350.   

 CONTENT. The availability of multimedia content differentiates JDI from
other portals. By securing Internet rights to multi-media and other compelling  
content, JDI seeks to provide its customers with content that is instantly      
appealing and continually changing. JDI has rights for the following sites which
may be accessed via JDI's website:                                              

-    I-MUSICHANNEL - PT Data Musik Asia, I-Musichannel is the first   
    Indonesian channel that is dedicated to music. JDI has exclusive
rights to provide live streaming for I-Musichannel.         

 -    PT MATAHARI LINTAS CAKRAWALA - PT Matahari Lintas Cakrawala is the
    only Direct To Homes/pay TV company in Indonesia. Its brand name
Indovision is the registered trademark of entertainment and 
        information services supplied by PT Matahari Lintas Cakrawala (MLC).
  MLC is Indonesia's sole provider of Direct Broadcast Satellite
      services, providing television services to subscribers. Indovision
        consists of various programs, including popular channels such as CNN
and HBO;                                                    

  -    SCTV - SCTV is one of Indonesia's three largest national television
stations with a potential viewership of 93 million people;  

-    THE INDONESIAN OBSERVER - The Indonesian Observer is one of      
    Indonesia's two main daily newspapers written in English, with a
current circulation of 6,000 - 10,000 subscribers;          

31

DEFM14A
39th Page of 235
TOC
1st
Previous
Next
Bottom
Just 39th

-   MANDIRI ONLINE - Mandiri Online, the first online Indonesian news 
    service, provides daily news mainly in Bahasa Indonesia on a broad
range of topics in Indonesia;                                 

   -   TRIJAYA FM JAKARTA -- Trijaya FM Jakarta (104.75 FM) is a major radio
station in Indonesia. JDI has exclusive rights to provide live
streaming for Trijaya FM Jakarta;                             

-   RADIO A.R.H. - Radio A.R.H. (88.65 FM) is a major radio station in
   Indonesia. JDI has exclusive rights to provide live streaming for
Radio A.R.H.;                                                 

-   MESANA INVESTAMA UTAMA -- Mesana Investama Utama, a fully licensed
        investment and securities company, is a member of both the Jakarta and
        Surabaya Stock Exchanges. The Mesana website provides registered users
      with real time stock price information on the Jakarta Stock Exchange
    and other financial news. Registered users can also conduct online
trading;                                                      

  -   JAMZ - JAMZ is a pub and restaurant in Jakarta, Indonesia devoted to
        jazz and other types of music. This site provides information on JAMZ,
its programs and allows online reservations; and              

-   Quick Financial Channel - Quick Financial Channel is a financial  
information channel jointly operated by JDI and JSX.          

    COMMUNITY PRODUCTS. Online communities are collections of Internet
users congregated around specific topics or areas of interest in such a way that
the users actively contribute to the dialogue, entertainment and content within 
the community. Community products and services are becoming increasingly        
important for sites to enhance their brands and generate user loyalty against a 
backdrop of increasing portal competition. In order to enhance the loyalty of   
its users and maximize traffic to its portals, JDI offers a variety of community
products through its portal network. JDI currently offers customers the         
following services:                                                             

-   Unlimited Internet access                                         

-   E-mail account with 20 MB capacity;                               

-   Real time stock price information for securities trading on the   
Jakarta Stock Exchange ;                                      

-   News center (i.e., a compilation of up-to-date news ranging from  
general news to capital market and financial news); and       

-   Chat room facility.                                               

JDI expects to offer the following products to its customers in the near future:

 -   Web folders (50 MB capacity) which allows registered subscribers to
access their private files from anywhere in the world;        

-   Free Web hosting which allows registered subscribers to construct 
their personal Web pages;                                     

   -   Instant messaging service that alerts an online user to the fact that
another specified user is also on line; and                   

     -   Personalization, or the ability to personalize a portfolio according to
individual preferences and specifications.                    

E-COMMERCE. Currently e-commerce is at a very early stage of  
development in Indonesia compared to the United States. However, with increasing
use of the Internet as well as the continuing economic recovery in Indonesia,   
e-commerce volumes are expected to grow significantly. JDI's e-commerce strategy
will include Business-to-Business (B2B), Consumer-to-Consumer (C2C) and         

32

DEFM14A
40th Page of 235
TOC
1st
Previous
Next
Bottom
Just 40th

Business-to-Consumer (B2C) models, which in addition to generating revenues will
also increase traffic to its portal sites.                                      

       WEB SOLUTIONS. JDI's Web solutions business provides customers with a
full spectrum of Web strategy consulting products and services ranging from     
digital strategic consulting and creative design services to technology         
integration and online integrated marketing. JDI maintains an in-house team of  
skilled information technology (IT) professionals that offer the following      
services:                                                                       

    -   WEB SITE DESIGN AND DEVELOPMENT - JDI's professionals will translate a
        client's strategic requirements into a Web blueprint that will explain
    how the proposed solution will meet the client's needs. To achieve
this, JDI will research and evaluate a broad range of Internet
     technologies and tools before designing and developing the website.

 -   WEB SOLUTIONS CONSULTING - JDI will work closely with its client to
  ascertain how the Internet can best be used to meet the client's
   strategic and business needs. To achieve this, JDI will study the
       client's business and processes, market position and existing systems
      before tailoring a solution based on the client's preference, budget
and available resources.                                      

-   IMPLEMENTATION AND INTEGRATION - JDI will ensure the proper and   
         efficient implementation and integration of its web solutions. JDI also
      has good working relationships with a number of third parties, which
    will offer access to integrated services for relational databases,
workgroup collaboration, audio and video streaming and secure 
e-commerce.                                                   

-   TECHNOLOGY DEVELOPMENT - Based on the strategy blueprint, JDI will
   develop a testable, beta version of a client's Internet solution.
    Through the technology development process, JDI will design, code,
    integrate and test all necessary programs and components through a
broad range of vehicles.                                      

  -   ON-LINE PROMOTION - JDI will work closely with its client to promote
      Web site traffic, improve visibility and strengthen awareness of the
         clients' products and services. JDI will also help a client disseminate
     its profile and services to Internet news groups, mailing lists and
other Web forums.                                             

   -   SITE MANAGEMENT - JDI will provide continued support for its Internet
      solutions, including content maintenance and site administration. It
        will also assist the client in resolving technical issues, if any, and
       provide assistance with hosting environments and support for Internet
software.                                                     

         The Web solutions clients and affiliates also provide JDI with a number
of opportunities for cross-business synergies, including the following:         

    -   Web solutions clients and affiliates represent an attractive source of
additional content for JDI's portal sites;                    

   -   Web solutions clients and affiliates represent a source of additional
   page-view traffic that may be directed to JDI's portal sites; and

-   Web solutions clients and affiliates present a potential source of
      future e-commerce operators for JDI to partner with and aggregate on
its portal network.                                           

         Among others, JDI has entered into the following Web service agreements
in 2000:                                                                        

33

DEFM14A
41st Page of 235
TOC
1st
Previous
Next
Bottom
Just 41st

   -   PT DATA MUSIK ASIA. JDI entered into a service agreement with PT Data
  Musik Asia on February 28, 2000, whereby JDI will (i) design and
       develop a website for I-Musichannel; (ii) maintain the website; (iii)
      provide a dedicated server; and (iv) provide an Internet connection.
This agreement expires on February 28, 2005.                  

    -   PT CITRA SEJATI NUANSA MEDIATAMA. JDI entered into a service agreement
         with PT Citra Sejati Nuansa Mediatama on February 28, 2000, whereby JDI
      will (i) design and develop a website for Mandiri.com; (ii) maintain
    the website; (iii) provide a dedicated server; and (iv) provide an
   Internet connection. This agreement expires on February 28, 2005.

         As of April 17, 2000, similar agreements have been signed with 11 other
companies.                                                                      

        NETWORK INFRASTRUCTURE. Network Infrastructure refers to the equipment
   and software required to support the Internet access and Internet
services offered to JDI subscribers.                          

   Internet access is provided to JDI subscribers through MLAB using
Loral although additional Internet access bandwidth may be procured as          
needed. The Internet services provided to JDI subscribers are supported by      
equipment and software maintained by JDI.                                       

MARKETING INITIATIVES                                                           

      To this point, marketing for JDI has been limited to cross marketing
with JDI affiliate sites; printed advertising in the Indonesian Observer, radio 
advertising on Trijaya F.M. and Radio A.R.H.; and billboard advertising in      
Jakarta. A comprehensive marketing plan is currently under development that will
include strategies such as advertisements in traditional media, online banner   
advertisements, email marketing, and sponsorship of entertainment events.       

         Additionally, JDI has initiated its Member Get Member (MGM) program, an
innovative multi-level marketing strategy for subscribers whereby each          
subscriber receives a commission for each new subscriber that he or she         
introduces.                                                                     

INDUSTRY                                                                        

    The Internet has substantially reshaped the way we communicate and
increasingly the way businesses are conducted. It provides individuals,         
businesses and institutions unparalleled access to information and geographical 
reach. It presents tremendous opportunities for businesses to reach existing and
new geographical markets and target audiences.                                  

The Internet is increasingly recognized as a cost-effective   
information, communications and business conduit. The pervasive impact of the   
Internet will continue to dominate the new millennium.                          

       Until a few years ago, the majority of Internet users have been North
Americans. This is however changing as more of the global population gets       
connected. Asia-Pacific potentially presents the largest Internet market given  
that it accounts for more than 3 billion of the world's population of about 6   
billion.                                                                        

     Factors driving the growth of the Internet in Asia-Pacific include:

34

DEFM14A
42nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 42nd

          -   Deregulation of the telecommunications industry and likely
            reduction in access costs and telecommunication charges.

           -   Government initiatives and incentives to promote the use of
the Internet.                               
         -   The increasing number of locally established and targeted
content and e-commerce websites.            
       -   Return of economic growth and increasing income levels.
-   Increasing PC penetration.                      

    The number of Internet users globally is expected to grow rapidly.
Given its later development, Asia-Pacific is expected to experience a faster    
growth rate than the U.S. and Western Europe. According to forecasts by the     
IDC, the compounded annual growth rate ("CAGR") of Internet users in            
Asia-Pacific over the 5-year period between 1998 and 2003 will exceed that of   
Western Europe and the U.S.                                                     

    Specifically, IDC has forecasted that the total number of Internet
users in Asia-Pacific will increase from 23.4 million in 1998 to 98.7 million in
2003, or a CAGR of 33.4%. Excluding Japan, the total number of Internet users in
Asia-Pacific are forecasted to grow from 12.9 million in 1998 to 57.5 million in
2003 or a CAGR of 34.8%.                                                        

  The increasing use of the Internet will also spur e-commerce and
Internet advertising. In fact, e-commerce and Internet advertising in           
Asia-Pacific are forecasted to grow by an even faster CAGR over a 5-year period.
The IDC has forecasted that e-commerce in Asia-Pacific will increase from       
U.S.$3.4 billion in 1998 to U.S.$99.7 billion in 2003 or a CAGR of 96.7%.       
Excluding Japan, e-commerce is forecasted to grow from U.S.$723.4 million in    
1998 to U.S.$32.6 billion in 2003 or a CAGR of 114.2%. Although Internet        
advertising presently represents s relatively small percentage of total         
advertising expenditure, this is expected to change as Internet use and         
acceptance increases. According to Forrester Research, Internet advertising is  
forecasted to increase from U.S.$166 million in 1999 to U.S.$3.3 billion in 2004
or a CAGR of 82.1%.                                                             

35  

DEFM14A
43rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 43rd

      Relative to most other countries in Asia-Pacific, Indonesia presents
substantial opportunities for Internet growth and use given its current low     
Internet penetration rate of about 0.2% and large population. With over 200     
million people, Indonesia is the world's fourth most populous country. The      
Internet penetration rate of Indonesia compared with other countries is shown in
the table below:                                                                

                                                        [Enlarge/Download Table]


-------------------------------- -------------------------- -------------------------- --------------------------
                                                                    Internet              E-Commerce Revenues    
            Country                  Internet Use (MM)        Penetration Rate (%)             (U.S.$MM)         
                                                                                                                 
-------------------------------- -------------------------- -------------------------- --------------------------
United States of America                              87.3                       32.0                   74,474.6 
-------------------------------- -------------------------- -------------------------- --------------------------
Australia                                              4.9                       25.9                    1,083.1 
-------------------------------- -------------------------- -------------------------- --------------------------
Singapore                                              0.7                       19.0                       83.8 
-------------------------------- -------------------------- -------------------------- --------------------------
New Zealand                                            0.6                       17.2                      103.5 
-------------------------------- -------------------------- -------------------------- --------------------------
Hong Kong                                              0.9                       13.7                      145.5 
-------------------------------- -------------------------- -------------------------- --------------------------
Japan                                                 14.6                       11.6                    7,389.8 
-------------------------------- -------------------------- -------------------------- --------------------------
Taiwan                                                 1.3                        5.8                      113.9 
-------------------------------- -------------------------- -------------------------- --------------------------
South Korea                                            2.3                        4.9                      161.0 
-------------------------------- -------------------------- -------------------------- --------------------------
Malaysia                                               0.8                        3.6                       49.3 
-------------------------------- -------------------------- -------------------------- --------------------------
Thailand                                               0.8                        1.3                       29.0 
-------------------------------- -------------------------- -------------------------- --------------------------
Philippines                                            0.4                        0.5                       20.6 
-------------------------------- -------------------------- -------------------------- --------------------------
China                                                  3.8                        0.3                       42.0 
-------------------------------- -------------------------- -------------------------- --------------------------
Indonesia                                              0.5                        0.2                       24.5 
-------------------------------- -------------------------- -------------------------- --------------------------
India                                                  0.8                        0.1                       15.9 
-------------------------------- -------------------------- -------------------------- --------------------------
Vietnam                                                0.1                        0.1                        0.1 
-------------------------------- -------------------------- -------------------------- --------------------------

36

DEFM14A
44th Page of 235
TOC
1st
Previous
Next
Bottom
Just 44th

Source:  IDC (March, 1999): U.S. Census Bureau (August, 1999) 

     Indonesia's IT and multimedia industry is relatively less developed
compared with most other countries in the region. The onset of the financial and
economic crisis in 1997 has also stalled the development of the industry.       
However, since late 1999 and given the greater economic and political stability 
in Indonesia, there have been positive indications of foreign interest in the   
industry and of the possibility of a new cyber city concept. Substantial        
opportunities exist for the further development and growth of the industry as   
the Indonesian economy recovers and income levels rise.                         

COMPETITION                                                                     

   There are currently about 71 licensed ISPs in Indonesia, of which
about 30 are operating. At the end of 1995, there were only 4 ISPs and about    
7,100 subscribers. Since then, the number of ISPs and subscribers has           
increased rapidly to 32 and 79,301, respectively, as of the end of 1997. It     
is estimated that there were about 320,000 subscribers as of the end of 1999.   

According to the Association Penyedia Jasa Internet Indonesia 
(APJII), the association of ISPs in Indonesia, the major ISPs currently in      
Indonesia are IndosatNet, CBN, Radnet, Centrin, and Indonet. These companies    
account for half of the Indonesian Internet subscribers as detailed in the      
following table:                                                                

                                                                [Download Table]

---------------------------- -------------------------
            ISP                    MARKET SHARE       
---------------------------- -------------------------
                                                      
IndosatNet                             16%            
---------------------------- -------------------------
CBN                                    11%            
---------------------------- -------------------------
Radnet                                  8%            
---------------------------- -------------------------
Centrin                                 8%            
---------------------------- -------------------------
Indonet                                 6%            
---------------------------- -------------------------

         APJII is targeting 5 million users who will have Internet access by the
year 2002 and projects the following growth of the actual Internet subscribers: 

                                                        [Enlarge/Download Table]

------------------- ------------------------------ ------------------------------ -------------------------
       YEAR             PERSONAL SUBSCRIBERS           CORPORATE SUBSCRIBERS               TOTAL           
------------------- ------------------------------ ------------------------------ -------------------------

                                                                                                           
       1999                    242,224                        78,139                      320,362          
------------------- ------------------------------ ------------------------------ -------------------------
       2000                    307,717                        85,952                      393,670          
------------------- ------------------------------ ------------------------------ -------------------------
       2001                    409,042                        103,143                     512,185          
------------------- ------------------------------ ------------------------------ -------------------------
       2002                    472,838                        123,770                     596,608          
------------------- ------------------------------ ------------------------------ -------------------------
       2003                    591,046                        148,525                     739,571          
------------------- ------------------------------ ------------------------------ -------------------------

   There are presently no restrictions in terms of the number of ISP
licenses that the Government will issue. However, given the large number of ISP 
license awarded and the relatively small number of operation ISPs, the issue of 
new ISP licenses may effectively be suspended. A new entrant may find it more   
expedient to purchase an existing ISP license, especially from a company, which 
is presently not operating.                                                     

         Since it first began to enlist subscribers in January 28, 2000, JDI has
enlisted 3,838 subscribers as of March 31, 2000. It should be noted that JDI is 
not presently charging these subscribers for their Internet access but will     
begin to do so in May 2000. JDI cannot guarantee that all these subscribers will
continue to use JDI's services once this occurs, but it is believe that the     
majority of subscribers will continue to use JDI services as JDI is more cost   
effective than its competitors.                                                 

37

DEFM14A
45th Page of 235
TOC
1st
Previous
Next
Bottom
Just 45th

OPERATIONS AND TECHNOLOGIES                                                     

   As an Internet Service Provider, JDI/MLAB uses of a wide range of
hardware necessary to provide different types of Internet access to its clients.
This hardware includes equipment to interface with the telephone system to      
support dial-up connections, equipment to interface with satellite uplinks that 
comprise the connection to the Internet backbone outside of Indonesia, and      
servers to provide subscriber authentication. As the support for satellite-based
Internet access is added, equipment to broadcast the satellite-based Internet   
traffic will also be required.                                                  

 As a Content Provider, JDI uses a set of servers to support the
different services offered to its subscribers. These servers are a combination  
of Microsoft Windows NT and Unix operating systems running on INTEL-based       
platforms that utilize third party software that includes Microsoft Windows NT  
Enterprise Edition, Microsoft SQL Server, Microsoft Internet Information Server,
and Microsoft Site Server.                                                      

   In addition to acquiring and maintaining the equipment summarized
above, a Technical Development Plan is being developed that addresses the       
following issues:                                                               

    1.  SCALABILITY. Scalability is the ability to support a growing number of
   subscribers within a growing number of regions. This is addressed
primarily though an increase of equipment, both at the current
       facilities as well as at new facilities, but also requires the use of
technologies such as load balancing software to coordinate the
        "division of labor" between components that perform the same function.

2.  REDUNDANCY. Redundancy is the ability to continue to operate when 
     hardware failures occur. This is addressed by maintaining redundant
     components and at each site and by using multiple sites within each
        region. For equipment that redundancy may be cost prohibitive, such as
         the satellite broadcast uplink, redundancy is addressed through the use
         of a fail over system (e.g., if the satellite broadcast uplink is down,
       routing the traffic through the dial-up line used for the subscribing
      uplink provides for the availability, although degraded, of Internet
access).                                                      

3.  SECURITY. Security is the ability to protect servers and data from
         unwarranted access. This includes external attacks from the Internet as
         well as attacks from subscribers who dial into the network. Security is
         accomplished through a variety of technologies, including firewalls, IP
    restrictions, encryption, virtual private networking, and password
authentication.                                               

     4.  INTEGRATION. Integration is the ability for the different components to
        interact seamlessly to implement all the services the JDI provides its
subscribers. This is accomplished through careful planning and
understanding of the equipment being used.                    

INTELLECTUAL PROPERTY                                                           

JDI regards the protection of its copyrights, service marks,  
trademarks, trade dress and trade secrets as critical to its future success and 
relies on a combination of copyright, trademark, service mark and trade secret  
laws and contractual restrictions to establish and protect its proprietary      
rights in products and services. JDI will be initiating a policy that requires  
confidentiality and invention assignment agreements with its employees and      
contractors, and nondisclosure agreements with its suppliers and strategic      
partners in order to limit access to and disclosure of its proprietary          
information. There can be no assurance that these contractual arrangements or   
the other steps taken by JDI to protects its intellectual                       

37

DEFM14A
46th Page of 235
TOC
1st
Previous
Next
Bottom
Just 46th

property will prove sufficient to prevent misappropriation of JDI technology or 
to deter independent third party development of similar technologies. JDI       
pursues the registration of its trademarks and service marks in Indonesia and   
intends to do it internationally. Effective trademark, service mark, copyright  
and trade secret protection may not be available in every country in which JDI  
services are made available.                                                    

     The Company relies on certain hardware and/or software technologies
that it licenses from third parties in order to provide services to its         
subscribers. There can be no assurance that these third party technologies will 
continue to be available to JDI on commercially reasonable terms. The loss of   
such technology could require JDI to obtain substitute technology of lower      
quality or performance standards or a greater cost, which could materially      
adversely affect JDI's business, results of operations and financial condition. 

  To date, the company has not been notified that its technologies
infringe the proprietary rights of third parties, but there can be no assurance 
that third parties will not claim infringement by JDI with respect to past,     
current, or future technologies. JDI expects that participants in its markets   
will be increasingly subject to infringement claims as the number of services   
and competitors in the company's industry segment grows. Any such claim, whether
meritorious or not, could be time consuming, result in costly litigation, cause 
service upgrade delays or require JDI to enter into royalty or licensing        
agreements. Such royalty or licensing agreements might not be available on terms
acceptable JDI or at all. As a result, any such claim could have a material     
adverse effect upon the Company's business, results of operations and financial 
conditions.                                                                     

INDONESIAN GOVERNMENT REGULATION                                                

    The Indonesian government has, over the past several years, issued
rules and decrees which attempt to foster economic growth and assist the        
country in recovering from its economic crisis in 1997. The financial outlook   
of the Company could be adversely effected by a change in the Indonesian        
government's policy to encourage the growth of Internet services and            
telecommunications.                                                             

 Under prevailing Indonesian investment laws, the acquisition of
shares in JDI by Acquisition Corp. will require prior approval of the           
Indonesian Investment Board ("BPM"). Such approval will provide the basis for   
JDI to be converted to 'foreign capital investment' (PMA) status, with          
Acquisition Corp. owning 90% of the shares in JDI. Foreign investors cannot     
acquire or hold shares in (unlisted) Indonesian companies unless the relevant   
company is converted to PMA status with BPM's approval.  In the case of         
Indonesian companies operating in the telecommunications sector (such as        
JDI), there is a regulatory requirement that the level of Indonesian            
shareholding may not be less than 5%. The terms of the proposed Acquisition     
therefore satisfies this requirement.                                           

Such approved conversion to PMA status brings with it certain 
protections for foreign investors under Indonesia's Foreign Investment Law      
No. 1 of 1967, including a statutory guaranteed right to repatriate profits     
(dividends and fees, if any) from  Indonesia and a statutory guarantee that     
the relevant company could not be nationalized except with payment of just      
compensation to the investors. No Indonesian company has been nationalized by   
the Government since the early 1960s.                                           

    In addition to the above approval of BPM, the conversion of JDI to
PMA status, with Acquisition Corp. as a foreign shareholder, must be            
implemented by amending JDI's Articles of Association, which amendment will     
require the approval of the Indonesian Minister of Law and Legislation.         

Under Indonesian tax laws, payments of dividends by Indonesian
companies to foreign shareholders is subject to Indonesian withholding at the   
rate of 20%, subject to reduction in accordance with applicable double          
taxation treaties.  Under the US - Indonesian Double Taxation Treaty, the       
Indonesian withholding tax can be reduced to 10% for dividends paid on          
substantial shareholdings.                                                      

INDONESIAN TELECOMMUNICATIONS INDUSTRY                                          

      The Telecommunications Law and the regulations and decrees establish
the legal framework for regulation of the telecommunications industry, but      
much of the supervision and regulation of JDI is implemented through the        
general administrative powers of the Ministry of Communications, or ("MOC"),    
which regulates the telecommunications industry in Indonesia. The MOC has       
authority to issue decrees implementing laws, which are typically broad in      
scope, thereby giving the MOC considerable latitude. Pursuant to                
telecommunications law No 3/1989 and the regulations promulgated thereunder,    
the operation of the telecommunications industry in Indonesia is to be          
conducted by the Government through delegation to the State owned               
enterprises, PT. Telekomunikasi Indonesia Tbk. ("Telkom") and Indosat. Telkom   
and Indosat were appointed as the sole providers for domestic and               
international telecommunications services, respectively. Subsequent to 1994,    
however, the government gave licenses to private companies that conduct joint   
ventures and other forms of cooperation with either Telkom or Indosat,          
including PT. Satelit Indonesia ("Satelindo") as the second fixed               
international telecommunications service operator. In addition to the basic     
service providers, Telkom, Indosat and Satelindo, many private companies        
(such as JDI) have been established to conduct various kinds of "non-basic"     
telecommunciations services.                                                    

Within the MOC, the Directorate General of Post and           
Telecommunications ("DGPT") supervises frequency management, standardization    
and tariff setting. The MOC, therefore, controls many factors affecting JDI's   
or MLAB's competitive position, operations and financial condition. Major       
policy and management decisions by JDI which affect national                    
telecommunications development may require consultation with, or the approval   
of the MOC.                                                                     

      In line with the continuing reform process in the telecommunications
sector throughout the world and triggered by the drastic changes experienced    
in the global economy and by the progress of telecommunications and             
information technology, on July 20, 1999, the Government passed the "Blue       
Print of the Indonesia Government Policy on Telecommunications." This reform    
encompasses the legal framework and the industry structure and liberalization   
of the business environment in telecommunications. This Blue Print provides     
guidelines and directions for Indonesian telecommunications development until   
the year 2011.                                                                  

38

DEFM14A
47th Page of 235
TOC
1st
Previous
Next
Bottom
Just 47th

TELECOMMUNICATIONS LAW                                                          

On September 8, 1999, the Government enacted a new            
telecommunications law No 36/1999 to replace the existing telecommunications    
law No 3/1989. In line with the Government's policy of removing previous        
monopolistic practices in Indonesia, the new law introduced liberalization of   
the telecommunications industry, permitting new entrants in the sector, which   
it is believed will ultimately benefit the public and telecommunications        
service users.                                                                  

The principal motivation behind introducing the new           
telecommunications law No. 36/1999 was to abolish the exclusive rights of       
Telkom, Indosat and Satelindo to provide "basic telecommuncations services"     
in Indonesia. Under the new law No. 36/1999, the existing exclusive operating   
rights above will not automatically terminate but will be terminated or         
shortened in duration based on the further decision of the MOC. The new law     
No. 36/1999 will also have the effect of removing the distinction between       
"basic" and "non-basic" telecommunications services. As JDI's existing          
license was granted for non-basic services, it is likely that the license       
will have to be adjusted by the MOC in accordance with new procedures to be     
determined to reflect the new regulatory framework.                             

      The new telecommunications law will become effective on September 8,
2000. This new law only outlines substantial and principal topics, therefore    
its implementation will be conducted through the introduction of regulations.   
A regulatory framework to implement the law currently is being prepared.        

TARIFFS AND OTHER GOVERNMENT FEES                                               

TARIFFS POLICY. Tariffs are one of the dominant factors in    
determining revenue and investment. The MOC also determines composition of      
and formulas for setting tariffs for other services, including low and          
high-speed leased lines, telex, telegram and packet switched data networks.     
Of these tariffs, the most significant to JDI is the tariff for low and         
high-speed leased lines, which varies according to the type of subscriber,      
the type and speed of the line, and the distance covered by the line. These     
tariffs are paid by the subscribers of the leased lines provided by MLAB.       
This tariff is significantly lower as a result of the tariffs for leased        
lines introduced in January of 1997, which decreased tariffs by an average of   
52%. Leased line tariffs for other                                              

39

DEFM14A
48th Page of 235
TOC
1st
Previous
Next
Bottom
Just 48th

telecommunications operators and government bodies were further reduced, by     
up to 30%, effective January 1, 1998.                                           

GOVERNMENTAL FEES. JDI is required to pay to the Indonesian   
Government an amount equal to 1% of its collected operating revenues net of     
access charge payments to the State Treasury. The 1% fee is payable by all      
telecommunications providers in Indonesia, whether private or government-owned. 
Although the MOC has indicated that it will not increase in the 1% concession   
fee, there can be no assurance that the MOC will not impose additional fees or  
modify existing fees, including the universal service obligation, in respect of 
telecommunications providers or profitable state-owned companies as a means of  
funding Indonesian Government activities. The 1% government fee applies to      
MLAB's revenues.                                                                

EMPLOYEES                                                                       

     As of the date of this filing, JDI had 69 full-time employees: five
senior managers, four in sales/marketing, seven in customer service, one in     
human resources, seven in general administrative, five in finance and           
accounting, fifteen in product development, one in product administration,      
twelve in network and technical support and twelve that work for Quick          
Financial Channel Production. JDI believes that relations with its employees    
are good. JDI offers health, disability, life and dependent care benefits.      
None of the employees of JDI are represented by a collective bargaining unit.   

PROPERTIES                                                                      

       JDI entered into a lease on May 1, 1999, amended on February 1, 2000,
for a five-year period to be reviewed on an annual basis. JDI is renting 517.29 
square meters for Rp35.000 + VAT as the base rent rate per square meter per     
month. There is a service charge of Rp.10.000 + VAT per square meter per month. 

40

DEFM14A
49th Page of 235
TOC
1st
Previous
Next
Bottom
Just 49th

 MEETING OF STOCKHOLDERS

DATE, TIME AND PLACE; PURPOSE OF MEETING                                        

    The Annual Meeting will be held at the La Costa Resort & Spa, 2100
Costa Del Mar Road, La Costa, California 92008 on Monday, May 22, 2000, at      
10:00 a.m., Pacific time. At the meeting, stockholders will be asked to vote    
upon:                                                                           

-        A proposal to approve and adopt the Agreement;       

-        A proposal to amend the Company's Certificate of     
Incorporation;                              

-        A proposal to elect eight (8) directors;             

    -        A proposal to approve and adopt the 1999 Incentive Equity
Plan;                                       

         -        A proposal to approve and adopt the 1999 Stock Option Plan for
Non-Employee Directors;                     

        -        A proposal to ratify the appointment of Israeloff, Trattner &
                  Co., P.C. as the Company's independent auditors for the fiscal
year ending August 31, 1999; and            

    -        Other matters properly brought before the Annual Meeting.

        THE BOARD HAS APPROVED THE AGREEMENT AND HAS DETERMINED THAT THE TERMS
OF THE ACQUISITION AND THE AGREEMENT ARE FAIR TO AND IN THE BEST INTERESTS OF   
ACUBID AND ITS STOCKHOLDERS. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE          
STOCKHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF THE AGREEMENT, "FOR" THE       
ELECTION OF THE NOMINEES NAMED HEREIN AND "FOR" THE APPROVAL OF THE OTHER       
PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING.                                

WHO CAN VOTE ON MATTERS ADDRESSED IN THIS DOCUMENT                              

   The AcuBid board has fixed April 21, 2000 as the record date (the
"Record Date") for determining which stockholders are entitled to notice of and 
to vote at the Annual Meeting. Only holders of record of Common Stock at the    
close of business on the Record Date will be entitled to notice and to vote. As 
of the Record Date, there were 8,790,408 shares of Common Stock outstanding and 
entitled to be voted.                                                           

PROXIES; VOTING AND REVOCATION OF PROXIES                                       

 Each record holder of AcuBid common stock on the record date is
entitled to cast one vote for each share of stock owned. The presence, either in
person or by properly executed proxy, of the holders of a majority of the       
outstanding shares of AcuBid common stock entitled to vote at the meeting is    
necessary to constitute a quorum. To determine if a quorum exists AcuBid will   
count shares of common stock present in person at the meeting but not voted, and
shares of stock for which it has received proxies but with respect to which     
holders have abstained on any matter, as present at the meeting. As to the      
election of directors set forth in Proposal III, the proxy card being provided  
by the Board of Directors enables a stockholder to vote "FOR" the election of   
the nominees proposed by the Board of Directors, or                             

41

DEFM14A
50th Page of 235
TOC
1st
Previous
Next
Bottom
Just 50th

to "WITHHOLD" authority to vote for one or more of the nominees being proposed. 
Under Delaware law and the Company's Bylaws, directors are elected by a         
plurality of votes cast, without regard to either (i) broker non-votes, or (ii) 
proxies as to which authority to vote for one or more of the nominees being     
proposed is withheld.                                                           

         Because the approval and adoption of the Acquisition and the amendments
to the Company's Certificate of Incorporation require the affirmative vote of   
the holders of a majority of the outstanding shares of common stock entitled to 
vote thereon, each non-voting share and abstention will have the effect of a    
vote against these proposals. In addition, brokers who hold shares in street    
name for customers who own or may be considered to be owners of such shares are 
prohibited from giving a proxy to vote shares held for such customers without   
specific instructions from such customers. Given that the approval and adoption 
of the Agreement and the amendments to the Company's Certificate of             
Incorporation require a majority vote, the failure to provide specific          
instructions to a broker with respect to shares (a "broker non-vote") will be   
counted against such proposals.                                                 

    The affirmative vote of the holders of a majority of the shares of
AcuBid Common Stock present at the Annual Meeting in person or by proxy and     
entitled to vote thereon is required to approve the adoption of the 1999        
Incentive Equity Plan and the adoption of the 1999 Stock Option Plan for        
Non-Employee Directors. With respect to an abstention on these matters, the     
shares will be considered present and entitled to vote at the Annual Meeting and
they will have the same effect as votes against the matter. With respect to     
broker non-votes, the shares will not be considered entitled to vote at the     
Annual Meeting for such matters and the broker non-votes will have the practical
effect of reducing the number of affirmative votes required to achieve a        
majority vote for these matters by reducing the total number of shares from     
which the majority is calculated. As to the ratification of Israeloff, Trattner 
& Co., P.C. as the Company's independent auditors for the fiscal year ending    
August 31, 2000, and all other matters that may properly come before the Annual 
Meeting, all such matters shall be determined by a majority of the votes cast   
without regard to either broker non-votes or proxies marked "ABSTAIN" as to that
matter.                                                                         

      Shares of AcuBid Common Stock represented at the meeting by properly
executed proxies received prior to or at the meeting, and which are not revoked,
will be voted as instructed on the proxies. If no instructions are given, such  
proxies will be voted:                                                          

- "FOR" approval and adoption of the Agreement;               

- "FOR" approval and adoption of amendments to the Company's  
Certificate of Incorporation;                             

  - "FOR" election of nominees proposed by the Board of Directors;

  - "FOR" approval and adoption of the 1999 Incentive Equity Plan;

 - "FOR" approval and adoption of the 1999 Stock Option Plan for
Non-Employee Directors;                                   

       - "FOR" ratification of the appointment of Israeloff, Trattner & Co.,
    P.C. as the Company's independent auditors for the fiscal year
ending August 31, 2000; and                               

        - In the discretion of the proxy holders on any other matter voted on.
  This includes a motion to adjourn or postpone the meeting to
   solicit additional proxies. However, no proxy voted against a
proposal will be voted in favor of any adjournment or     
postponement to solicit additional votes in favor of that 
proposal.                                                 

42

DEFM14A
51st Page of 235
TOC
1st
Previous
Next
Bottom
Just 51st

        If any other matters are voted on at the meeting, the persons named in
the proxy will have authority to vote on the matters at their discretion. AcuBid
does not know of any other matters to be presented at the meeting.              

       AcuBid stockholders who grant their proxy can revoke the proxy before
it is voted by:                                                                 

     - Delivering to the Corporate Secretary of AcuBid, at or before the
       taking of the vote at the meeting, a written notice of revocation
bearing a later date than the date of the proxy;          

 - Executing a later-dated proxy relating to the same shares and
          delivering it to the Corporate Secretary of AcuBid before the taking
of the vote at the meeting; or                            

 - Attending the meeting and voting in person. Attendance at the
    meeting will not in and of itself constitute revocation of the
proxy.                                                    

 Any written notice of revocation or subsequently executed proxy
should be delivered to AcuBid.com, Inc., 1947 Camino Vida Roble, Suite 102,     
Carlsbad, California 92008, Attention: Corporate Secretary, or hand             
delivered to AcuBid's Corporate Secretary at that address on or before the      
day of the meeting or to the Inspector of Elections of the meeting before the   
taking of the vote. IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED    
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD       
HOLDER IN ORDER TO BE ADMITTED TO THE MEETING. Examples of such documentation   
include a broker's statement, letter or other document confirming your          
ownership of shares.                                                            

     AcuBid will pay for the solicitation of proxies from the holders of
AcuBid stock. Proxies may be solicited by mail, by directors, officers and      
employees of AcuBid in person or by telephone, telegram or other means of       
communication. Directors, officers and employees who solicit proxies will not be
additionally compensated, but may be reimbursed for reasonable out-of-pocket    
expenses they incur in the solicitation. Further, AcuBid will make arrangements 
with brokerage firms and other custodians, nominees and fiduciaries to send     
proxy materials to their principals and will reimburse those parties for their  
expenses in doing so.                                                           

         HOLDERS OF ACUBID COMMON STOCK ARE REQUESTED TO PROMPTLY COMPLETE, SIGN
AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO ACUBID IN THE    
ENCLOSED POSTAGE-PAID, PRE-ADDRESSED ENVELOPE.                                  

PRINCIPAL STOCKHOLDERS                                                          

   As of March 31, 2000, directors and executive officers of AcuBid,
and persons closely associated with them, may be deemed to have owned and       
were entitled to vote 864,850 shares of AcuBid Common Stock. This equals        
10.0% of the outstanding Common Stock that may be voted at the AcuBid           
meeting. This figure does not include shares which may be acquired through      
stock options under the AcuBid stock incentive plan. These persons informed     
AcuBid that they intend to vote or direct the vote of their shares FOR          
approval of the Agreement, FOR the election of the nominees named herein and    
FOR the approval of the other proposals to be presented at the Annual           
Meeting. In addition, as of March 31, 2000, JDI, its subsidiaries and the       
directors and executive officers of JDI owned no shares of AcuBid Common        
Stock.                                                                          

43

DEFM14A
52nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 52nd

BENEFICIAL OWNERSHIP OF ACUBID COMMON STOCK                                     

OWNERS OF MORE THAN 5% OF ACUBID COMMON STOCK                                   

   Other than those persons listed below, AcuBid is not aware of any
person who may be considered to be the owner of more than 5% of the outstanding 
shares of AcuBid common stock as of March 31, 2000. For the purposes of the     
following table and the table set forth under Management-Information with       
Respect to the Nominees, Continuing Directors and Certain Executive Officers" a 
person may be considered to own any shares of AcuBid Common Stock (1) over which
he or she has, directly or indirectly, sole or shared voting or investing power,
or (2) of which he or she has the right to acquire ownership, including the     
right to acquire ownership by the exercise of stock options, within 60 days     
after March 31, 2000.                                                           

                                                                [Download Table]


                                                   AMOUNT AND              
                                                   NATURE OF               
                                                   BENEFICIAL    PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER               OWNERSHIP(1)  CLASS(2)  
------------------------------------               ---------     ----------

                                                                           
Andora Holdings Ltd.                                 924,450(3)  11.0%     
c/o Lennox Patton                                                          
Devonshire House Queen Street                                              
Nassau, Bahamas                                                            

Canadian Commercial Workers Industry Pension Plan  1,540,750(4)  18.0%     
135 Queens Plate Drive, Suite 220                                          
Etobicoke, Ontario                                                         
M6W 6V1                                                                    
Canada                                                                     

------------------                                                              
(1) Each person effectively exercises sole voting or dispositive power as to    
shares reported herein (except as otherwise noted).                     

(2) Calculated on the basis of 8,790,408 shares of AcuBid Common Stock issued   
and outstanding as of March 31, 2000.                                   

(3) Includes 375,000 warrants exercisable for shares of Common Stock on a       
one-for-one basis at an exercise price of $2.00 per share up to and     
including February 1, 2001 and at an exercise price of $3.00 per share  
from February 2, 2001 to July 31, 2004.                                 

(4) Includes 625,000 warrants exercisable for shares of Common Stock on a       
one-for-one basis at an exercise price of $2.00 per share up to and     
including February 1, 2001 and at an exercise price of $3.00 per share  
from February 2, 2001 to July 31, 2004.                                 

44

DEFM14A
53rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 53rd

PROPOSALS TO BE VOTED AT THE ANNUAL MEETING                                     

 PROPOSAL I. APPROVAL OF THE AGREEMENT

The following information relates to matters contained in the 
Agreement. It describes the material aspects of the Acquisition but is not a    
complete description of the Agreement. The Agreement is attached as Annex A.    
Stockholders are urged to read the Agreement carefully.                         

GENERAL                                                                         

    Pursuant to the Agreement, AcuBid, through Acquisition Corp., will
purchase from Sulisto or his assignee 90% of the issued and outstanding         
shares of JDI in exchange for 44,000,000 shares of AcuBid Common Stock which    
will be issued to Sulisto or his assignee. In addition, the Silem K. Zilkha     
Trust has indicated an interest in purchasing 5,000,000 shares of AcuBid        
Common Stock at $2.00 per share at or about the time of the Acquisition.        
Zilkha, however, is under no obligation to purchase these shares. The           
Acquisition is subject to the satisfaction of certain conditions, including     
receipt of all necessary regulatory approvals and the approval of the           
stockholders of AcuBid and Acquisition Corp.                                    

RECOMMENDATION OF THE ACUBID BOARD; ACUBID'S REASONS FOR THE ACQUISITION        

    The terms of the Agreement were the result of negotiations between
the Boards of Directors and representatives of AcuBid and JDI. We are           
proposing to acquire the JDI common stock because we believe that such an       
acquisition will create a stronger and more diversified company that will       
provide more advantages to our stockholders. We believe that the acquisition    
will provide us with access to the Asian Internet market and enable us to       
compete in that area in the Internet and multi-media industries. The            
acquisition of JDI common stock by AcuBid presents significant opportunities    
for growth and synergy. The new business combination intends to become a        
leading Internet Service Provider, content provider and e-commerce company in   
Asia and in particular, Indonesia. The new business combination will offer:     

        -    Dial-Up and/or cable modem and satellite-based Internet services;

   -    Web development, web hosting and server collection services;

  -    Business-to-consumer, business-to-business and consumer-to-
consumer e-commerce solutions; and                  

-    International and Indonesian content derived from JDI's  
affiliates' media sources.                          

INTERESTS OF ACUBID'S DIRECTORS AND OFFICERS IN THE JDI ACQUISITION THAT ARE    
DIFFERENT FROM YOUR INTERESTS                                                   

   Some members of AcuBid's management and the AcuBid board may have
interests in the Acquisition that are in addition to, or different from the     
interests of stockholders. The AcuBid board was aware of these interests and    
considered them in approving the Agreement.                                     

      EMPLOYMENT AGREEMENTS. AcuBid has agreed to enter into an employment
agreement with Michael Schaffer on or before the Closing Date. Pursuant to      
the Agreement, Mr. Schaffer agrees to serve for five (5) years as Chief         
Executive Officer will receive an annual salary of $150,000. Mr. Schaffer       
will also receive a grant of 500,000 stock options exercisable into Common      
Stock at a per share exercise price of $2.50. Of the 500,000 stock options      
granted, Mr. Schaffer will receive 200,000 incentive stock options and          
300,000 non-qualified stock options. The 200,000                                

45

DEFM14A
54th Page of 235
TOC
1st
Previous
Next
Bottom
Just 54th

incentive stock options will vest over a five year period with 40,000 stock     
options vesting each year beginning on the first anniversary of the date the    
employment agreement is signed. Vesting in the non-qualified stock options      
will be over a two year period with 150,000 stock options vesting each year     
beginning on the first anniversary date of the employment agreement. AcuBid     
may at any time terminate this employment agreement, but must provide him       
with a severance package.                                                       

 In addition, AcuBid has agreed to enter into similar employment
agreements with Waddy Stephenson and Lawrence Schaffer at their current         
salaries. Pursuant to Mr. Stephenson's employment agreement, Mr. Stephenson     
will receive a grant of 100,000 incentive stock options exercisable into        
common stock at a per share exercise price of $2.50. The incentive stock        
options will vest pursuant to the 1999 Incentive Equity Plan.                   

MANAGEMENT AND OPERATIONS AFTER THE ACQUISITION                                 

  BOARD OF DIRECTORS. The Board of Directors currently consists of
Michael A. Schaffer, Lawrence Schaffer and Waddy Stephenson. Pursuant to the    
terms of the Agreement and only upon consummation of the Acquisition, AcuBid    
is required to nominate and elect up to six (6) members to the Board of         
Directors who are selected by Sulisto. Stockholders will be voting at the       
Annual Meeting for six (6) individuals selected by Sulisto for nomination to    
AcuBid's Board of Directors in addition to Michael Schaffer and Waddy           
Stephenson who are being nominated by the Board for reelection as directors.    
The six (6) nominees selected by Sulisto will only serve on AcuBid's Board of   
Directors if the Acquisition is consummated. Until the Acquisition is           
consummated, the three current directors of AcuBid will remain on and continue  
to serve on AcuBid's Board.                                                     

      MANAGEMENT.  Pursuant to the Agreement, AcuBid has agreed to enter
into an employment agreement with Michael Schaffer, Lawrence Schaffer and       
Waddy Stephenson. See - "Interests of AcuBid's Directors and Officers in the    
Acquisition That are Different from Your Interests." In addition, Mr.           
Tjahjono Soerjodibroto, currently a nominee for the Board of Directors, will    
be receiving an employment agreement to serve as Chairman of the Board of the   
Company following the completion of the Acquisition. It is expected that he     
will receive an annual compensation of $200,000 and the possibility of          
special bonuses payable upon the satisfaction of specified criteria. In         
additon, he will be granted 75,000 stock options exercisable into Common        
Stock at a per share exercise price of US $2.50 over a five year period and     
an aggregate of 75,000 shares of Common Stock over a period of five years       
with 15,000 shares being issued each year at the close of the fiscal year.      

CONDITIONS TO THE ACQUISITION                                                   

         The obligations of Sulisto or his assignee to close the Acquisition are
conditioned on the following being satisfied at or prior to the completion of   
the Acquisition:                                                                

        (1)      The representations and warranties made by each of AcuBid and
                Acquisition Corp. in the Agreement shall be true and correct
                 in all material respects both as of the date of the Agreement
              and as of the Closing Date. Each of AcuBid and Acquisition
               Corp. will deliver an officer's certificate dated as of the
Closing Date attesting to this fact;        

  (2)      Each of AcuBid and Acquisition Corp. will have properly
        performed, complied with, satisfied and observed its
                covenants, agreements, conditions to closing and obligations
            contained in the Agreement and will deliver an officer's
           certificate signed by its President and dated as of the
Closing Date attesting to this fact;        

  (3)      Each of AcuBid and Acquisition Corp. will have obtained
             stockholder approval and all material consents from third
                parties required to consummate the transactions contemplated
in the Agreement;                           

     (4)      AcuBid will have provided Sulisto with copies of certified
           resolutions adopted by AcuBid's Board of Directors with
respect to the Agreement;                   

      (5)      Acquisition Corp. will have provided Sulisto with copies of
                 certified resolutions adopted by Acquisition Corp.'s Board of
                  Directors and by AcuBid as the sole stockholder of Acquisition
Corp. with respect to the Agreement;        

46

DEFM14A
55th Page of 235
TOC
1st
Previous
Next
Bottom
Just 55th

        (6)      The purchase of and payment for shares of AcuBid Common Stock
             by Sulisto, or his assignee and issuance and sale of such
                shares to Sulisto under the Agreement will not be prohibited
                by any applicable law or governmental regulation, including,
        without limitation, all federal and applicable state
securities laws;                            

        (7)      There is no action, suit, investigation or proceeding pending
       or threatened by or before any court, arbitrator or
                administrative or governmental body which seeks to restrain,
               enjoin, prevent the consummation of or otherwise affect the
               transactions contemplated by the Agreement or questions the
             validity or legality of any such transactions or seeks to
                recover damages or to obtain other relief in connection with
such transactions;                          

    (8)      AcuBid will have delivered to Sulisto or his assignee and
                 Zilkha, if applicable, certificates in their respective names
               for the shares of Common Stock to be acquired by Sulisto or
his assignee and Zilkha under the Agreement;

      (9)      The requisite authorizations, consents, rulings, approvals,
     licenses, franchises, permits and certificates or
              exemptions therefrom by or of all governmental authorities
               and non-governmental administrative or regulatory agencies,
          domestic or foreign have jurisdiction over them, their
            respective assets, the Agreement, AcuBid Common Stock or
           the transactions contemplated herein, including without
             limitation, the approval of the OTCBB and the consents of
        all third parties pursuant to existing agreements or
               instruments by which the companies are bound will have been
            obtained by each of AcuBid and Acquisition Corp. Each of
             AcuBid and Acquisition Corp. will furnish Sulisto with an
      officer's certificate dated as of the Closing Date
attesting to this fact;                     

      (10)     Neither AcuBid nor Acquisition Corp. will have suffered any
                  material adverse change since the date of the Agreement in its
              business, affairs, prospects, financial condition, working
                  capital, assets, liabilities (absolute, accrued, contingent or
          otherwise), reserves or operations. Each of AcuBid and
             Acquisition Corp. will furnish Sulisto with a certificate
                  signed by its President dated as of the Closing Date attesting
to this fact;                               

     (11)     Counsel for each of AcuBid and Acquisition Corp. will have
       delivered to Sulisto or his assignee and Zilkha, if
                applicable, an opinion dated as of the Closing Date, in form
           and substance reasonably satisfactory to Sulisto or his
assignee's counsel;                         

(12)     No action or proceeding will have been instituted or 
                  threatened before any court or governmental agency to restrain
                or prohibit, or to obtain substantial damages in respect of,
          the Agreement, or the consummation of the transactions
contemplated herein;                        

    (13)     The Bylaws (or any other charter documents specifying the
                number of directors) of each of AcuBid and Acquisition Corp.
                  will have been amended to provide for eight (8) directors; and

     (14)     All directors of each of AcuBid and Acquisition Corp. will
                 have submitted their resignations effective as of the Closing
                  Date, except for two (2) of the current directors of each such
              company, and the Board of each such company duly will have
               appointed six (6) nominees of Sulisto to fill the vacancies
        created by such resignations (or additional unfilled
directorships, as the case may be).         

47

DEFM14A
56th Page of 235
TOC
1st
Previous
Next
Bottom
Just 56th

 The obligations of AcuBid and Acquisition Corp. to complete the
Acquisition are also conditioned on the following:                              

     (1)      The representations and warranties made by each of JDI and
              Sulisto or his assignee in the Agreement shall be true and
                  correct in all material respects at and as of the Closing Date
                  as though such representations and warranties were made at and
                  as of such time, except for any changes permitted by the terms
                 in the Agreement or consented to by AcuBid and except for any
           matters the aggregate cumulative effect of which on the
            financial condition, results of operations, prospects or
               assets of JDI and its subsidiaries taken as a whole, is not
materially adverse;                         

  (2)      JDI and Sulisto or his assignee will have performed and
              complied in all material respects with all obligations and
            agreements required by the Agreement to be performed and
                 complied with by JDI and Sulisto or his assignee prior to the
Closing Date;                               

         (3)      JDI will deliver to AcuBid and Acquisition Corp. a certificate
            of its President Director, dated as of the Closing Date,
         certifying to the fulfillment of both of the forgoing
conditions;                                 

  (4)      Each of AcuBid and Acquisition Corp. will have obtained
                  approval of its respective stockholders and will have obtained
        all material consents from third parties required to
              consummate the transactions contemplated in the Agreement;

       (5)      Counsel for each of JDI and Sulisto or his assignee (who may
             rely in part on opinions of other counsel satisfactory to
               AcuBid's counsel) will have delivered to each of AcuBid and
                 Acquisition Corp. an opinion dated as of the Closing Date, in
          form and substance reasonably satisfactory to AcuBid's
counsel;                                    

(6)      No action or proceeding will have been instituted or 
                  threatened before any court or governmental agency to restrain
                or prohibit, or to obtain substantial damages in respect of,
          the Agreement, or the consummation of the transactions
contemplated herein;                        

      (7)      The purchase of and payment for the shares of AcuBid Common
              Stock to be purchased by Sulisto, and issuance and sale of
          such shares to Sulisto under the Agreement will not be
                prohibited by any applicable law or governmental regulation,
             including, without limitation, all federal and applicable
state securities laws;                      

        (8)      There is no action, suit, investigation or proceeding pending
       or threatened by or before any court, arbitrator or
                administrative or governmental body which seeks to restrain,
               enjoin, prevent the consummation of or otherwise affect the
               transactions contemplated by the Agreement or questions the
             validity or legality of any such transactions or seeks to
                recover damages or to obtain other relief in connection with
such transactions;                          

     (9)      Sulisto or his assignee will have delivered to Acquisition
                 Corp. certificates evidencing the JDI Stock to be transferred
              under the Agreement, registered in the name of Acquisition
Corp.;                                      

      (10)     The requisite authorizations, consents, rulings, approvals,
                licenses, franchises, permits and certificates or exemptions
              by or of all governmental authorities and non-governmental
               administrative or regulatory agencies, domestic or foreign,
                 having jurisdiction over them will have been obtained by each
              of Sulisto or his assignee and JDI. Each of Sulisto or his
                assignee and JDI will furnish each of AcuBid and Acquisition
                 Corp. with a certificate signed by the President and dated as
of the Closing Date attesting to this fact; 

48

DEFM14A
57th Page of 235
TOC
1st
Previous
Next
Bottom
Just 57th

    (11) JDI will not have suffered any material adverse change since the date
   of the Agreement in its business, affairs, prospects, financial
       condition, working capital, assets, liabilities (absolute, accrued,
         contingent or otherwise), reserves or operations. JDI will deliver to
 AcuBid and Acquisition Corp. with a certificate signed by its
          President and dated as of the Closing Date attesting to this fact; and

 (12) AcuBid will have entered into an employment agreement with Michael
          Schaffer on the following principal terms: Michael Schaffer will agree
       to serve as Chief Executive Officer for a period of five (5) years.
       Michael Schaffer will receive $150,000 in annual compensation along
        with an agreed upon qualified option package. The Board of Directors
         of AcuBid may at any time terminate Michael Schaffer by providing him
          with a severance of 1 1/2 years of compensation at any time during the
          first year; 1 year of compensation during the next 3 years; and1/2year
        of compensation for the last year. Similar packages will be provided
     to Waddy Stephenson and Lawrence Schaffer at their present salary
         levels at AcuBid. Notwithstanding anything contrary in the Agreement,
         such employment agreements (including, without limitation, the agreed
upon qualified option packages) will be subject to Sulisto's
          reasonable approval, provided, however, that the forgoing term "agreed
        upon qualified option package" will mean as agreed to by Sulisto and
such employees.                                             

     We cannot guarantee when, or whether, the regulatory consents and approvals
necessary to complete the Acquisition will be obtained or whether all of the    
other conditions to the Acquisition will be satisfied or waived by the party    
permitted to do so. See "--Regulatory Approvals Needed to Complete the          
Acquisition" below. If the Acquisition is not completed on or before August 31, 
2000, the Agreement may be terminated by a vote of a majority of the Board of   
Directors of either AcuBid or JDI. However, failure to complete the Acquisition 
by this time cannot be due to the breach of any representation, warranty or     
covenant by the party seeking to terminate.                                     

REGULATORY APPROVALS NEEDED TO COMPLETE THE ACQUISITION                         

Completion of the Acquisition is subject to the receipt of certain    
necessary government approvals and consents. JDI must obtain the approval of the
Badan Penanaman Modal (BPM), the Indonesian capital investment authority on the 
conversion of JDI to a PMA company subject to the Foreign Investment Law, as    
amended. The sale and transfer of JDI shares is also subject to the approval of 
the Ministry of Laws and Legislation of the amended Articles of Association of  
JDI reflecting the position of AcuBid as a stockholder of JDI. JDI may be       
required to increase its issued capital up to the value of its authorized       
capital to obtain these approvals. Further, JDI may have to obtain the approval 
of the Minister of Communications on the changes in shareholder structure of PT 
Medialintas Antar Buana resulting from AcuBid's new shareholding in JDI.        

   The Acquisition cannot proceed in the absence of the requisite regulatory
approvals. There can be no assurance that such regulatory approvals will be     
obtained, and if obtained, there can be no assurance as to the date of any such 
approval. There can also be no assurance that any such approvals will not       
contain a condition or requirement that causes such approvals to fail to satisfy
the condition set forth in the Agreement.                                       

49

DEFM14A
58th Page of 235
TOC
1st
Previous
Next
Bottom
Just 58th

AcuBid is not aware of any other regulatory approvals that would be   
required for completion of the Acquisition, except as described above. Should   
any other approvals be required, it is presently contemplated that such         
approvals would be sought. There can be no assurance that any other approvals,  
if required, will be obtained.                                                  

The approval of any application merely implies the satisfaction of    
regulatory criteria for approval, which does not include review of the          
Acquisition from the standpoint of the adequacy of the consideration to be      
received by JDI stockholders. Furthermore, regulatory approvals do not          
constitute an endorsement or recommendation of the Acquisition.                 

CONDUCT OF BUSINESS PENDING THE ACQUISITION                                     

     Except as expressly provided in the Agreement or as consented to by AcuBid,
JDI has agreed that until the completion of the Acquisition it will carry on its
business in the ordinary course consistent with past practice and will not      
engage in any activities or transactions which are outside the ordinary course  
of its business which in the aggregate will be material to it. JDI has agreed   
to:                                                                             

o    Provide AcuBid and Acquisition Corp.'s officers and authorized             
representatives with full access to its plants, properties, books and 
records;                                                              

o    Furnish and cause its auditors to furnish JDI with additional financial and
  operating data and other information as reasonably requested by JDI from
time to time; and                                                     

o    Hold in strict confidence all information obtained from JDI and return all 
such confidential information to JDI if the sale is not consummated.  

   Further, the Agreement also restricts the conduct of JDI's business prior
to the completion of the Acquisition. In particular, the Agreement provides     
that, except as otherwise provided in the Agreement or with the prior written   
consent of AcuBid, which shall not be unreasonably withheld, JDI may not:       

o    Declare or pay any dividends on any shares of its capital stock; make any  
other distribution with respect to any of its capital stock; redeem,  
 purchase or otherwise acquire any of its own capital stock; or make any
other distribution of its assets to its stockholders; or              

o    Subject to certain exceptions, issue or sell, or issue options or warrants 
   to purchase any capital stock or securities convertible into or rights to
     subscribe to, or enter into any agreements or contracts with respect to any
   of its capital stock, or make any other changes in its authorized, issued
or outstanding capital stock.                                         

  Except as expressly provided in the Agreement or as consented to by JDI,
AcuBid has agreed that until the completion of the Acquisition it will carry on 
its business in the ordinary course consistent with past practice and consistent
with prudent banking practices. AcuBid has agreed to use its best efforts to:   

o    Preserve intact its business organization and that of its subsidiary; and  

o    Preserve for itself and JDI the goodwill of its and its subsidiary's       
customers and other with whom business relationships exist.           

50

DEFM14A
59th Page of 235
TOC
1st
Previous
Next
Bottom
Just 59th

    In addition, the Agreement also restricts the conduct of AcuBid's business
prior to the completion of the Acquisition. In particular, the Agreement        
provides that, except as otherwise provided in the Agreement or with the prior  
written consent of JDI, AcuBid may not:                                         

o    Declare, pay or make any extraordinary or special dividends or             
distributions in respect of its capital stock, except that AcuBid may 
increase its quarterly dividend on its common stock;                  

o    Take any action that is intended or may reasonably be expected to result in
    any of its representations and warranties set forth in the Agreement being
or becoming untrue in any material respect;                           

o    Take any action that is intended or may reasonably be expected to result in
any of the conditions to the Acquisition not being satisfied, or in a 
violation of any provision of the Agreement, except as required by    
applicable law;                                                       

o    Change its methods of accounting in effect at June 30, 1999, subject to    
certain exceptions;                                                   

o    Take or cause to be taken any action which would disqualify the Acquisition
as a tax free reorganization under Section 368 of the Internal Revenue
Code;                                                                 

o    Take any action which would cause the termination or cancellation by the   
FDIC of AcuBid's deposit insurance; or                                

o    Agree to do any of the foregoing.                                          

REPRESENTATIONS AND WARRANTIES MADE BY PARTIES TO THE AGREEMENT                 

AcuBid, Acquisition Corp., Sulisto and JDI have made certain customary
representations and warranties relating to their businesses. For detailed       
information on these representations and warranties, please refer to the        
Agreement attached as Annex A. The representations and warranties must be       
true in all material respects through the completion of the Acquisition         
unless the change does not have a material negative impact on the party's       
business, financial condition or results of operations. See "--Conditions to    
the Acquisition."                                                               

REGISTRATION RIGHTS                                                             

   The Agreement grants Sulisto and Zilkha and any person to whom Sulisto or
Zilkha has transferred any shares of AcuBid Common Stock received by Sulisto or 
Zilkha pursuant to the Agreement other than shares transferred pursuant to an   
effective registration statement, as permitted by Rule 144 under the Act, or    
shares that are unrestricted with registration rights that include one demand   
registration and an unlimited number of incidental or "piggyback" registrations.
In all "piggyback" registrations contemplated by the Agreement, AcuBid will pay 
all costs and expenses with the exception of underwriting commissions and       
discounts, transfer taxes and legal fees for the selling stockholders. With     
regard to demand registration contemplated by the Agreement, AcuBid will pay all
costs and expenses of such registration with the exception of underwriting      
commissions and discounts, transfer taxes, legal fees, SEC and NASD filing fees,
and state securities registration and filing fees attributable solely to        
inclusion of the selling shareholders' stock in the registration statement.     

51

DEFM14A
60th Page of 235
TOC
1st
Previous
Next
Bottom
Just 60th

WAIVING AND AMENDING PROVISIONS IN, OR TERMINATING THE AGREEMENT                

    Prior to the completion of the Acquisition, any provision of the Agreement
may be waived, amended or modified by the parties. However, after the vote by   
the stockholders of JDI, no amendment or modification may be made that would    
reduce the consideration to be received by JDI's stockholders under the terms of
the Agreement.                                                                  

     The Agreement contemplates that Closing will occur no later than August 31,
2000 and the Agreement may be terminated by either party if the Closing does not
occur by that date.                                                             

ACCOUNTING TREATMENT OF THE ACQUISITION                                         

     We will account for the Acquisition as a "reverse acquisition," pursuant to
which JDI will be viewed as the purchaser for accounting purposes. Under that   
method of accounting, our results of operations will be combined with JDI's from
the date of acquisition. The cost of the Acquisition will be determined by      
multiplying the Company's outstanding common shares prior to the Acquisition by 
their fair market value. To the extent that that amount exceeds the net book    
value of the Company's assets, goodwill will be recorded. (See unaudited        
pro forma combined condensed financial statements elsewhere in this proxy       
statement).                                                                     

WHO PAYS FOR WHAT                                                               

    All costs and expenses incurred in connection with the Acquisition will be
divided fairly amongst all the parties involved in the Acquisition.             

WHEN WILL THE ACQUISITION BE COMPLETED                                          

The Acquisition will become effective at the time set forth in the    
Agreement subject to the approval of the Indonesian BPM or Investment Board,    
the approval of the Indonesian BPM and the Ministry of Laws and Legislation     
of the amended Articles of Association of JDI, and the Ministry of              
Communications (if necessary and applicable) on the changes in shareholder      
structure of MLAB resulting from AcuBid's new shareholding in JDI. The          
articles of combination will be filed on a date to be specified by the          
parties, which shall be the first day which is the last business day of a       
month and at least two business days after the satisfaction or waiver of all    
conditions to the Acquisition, unless another date is agreed to in writing by   
both JDI and AcuBid. See "--Conditions to the Acquisition." The closing of      
the transactions contemplated by the Agreement will take place on the date of   
such filing. It is expected that a period of time will elapse between the       
meeting and the completion of the Acquisition while the parties seek to         
obtain the regulatory approvals required to complete the Acquisition. There     
can be no assurance that such regulatory approvals will be obtained, and if     
obtained, there can be no assurance as to the date of any such approval.        
There can likewise be no assurance that the Indonesian BPM or the Department    
of Justice will not challenge the Acquisition or, if such a challenge is        
made, the result of the challenge. See "--Regulatory Approvals Needed to        
Complete the Acquisition." The Agreement may be terminated by either party      
if, among other reasons, the Acquisition has not been completed on or before    
August 31, 2000 unless failure to complete the Acquisition by that time is      
due to the breach of any representation, warranty or covenant by the party      
seeking to terminate.See "--Waiving and Amending Provisions in, or              
Terminating, the Agreement."                                                    

52

DEFM14A
61st Page of 235
TOC
1st
Previous
Next
Bottom
Just 61st

     UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE APPROVAL OF THE         
AGREEMENT.                                                                      

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE   
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT.    

53

DEFM14A
62nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 62nd

PROPOSAL II. APPROVAL OF THE AMENDMENTS TO THE
COMPANY'S CERTIFICATE OF INCORPORATION

AMENDMENT TO THE ACUBID CERTIFICATE OF INCORPORATION

GENERAL                                                                         

In connection with the execution of the Agreement, the AcuBid Board   
approved the amendment and restatement of the Company's Certificate of          
Incorporation to (1) increase from 50,000,000 to 100,000,000 the number of      
authorized shares of AcuBid Common Stock and (2) change the name of the Company 
to Asia Web Holdings, Inc. (the "Certificate Amendment Proposals").             

The following description of the Certificate Amendment Proposals is   
qualified in its entirety by reference to the full text thereof, which is       
attached as Appendix B to this Proxy Statement. Stockholders are urged to       
read carefully the full text of the Certificate Amendment Proposals.            

CERTIFICATE OF AMENDMENT PROPOSALS                                              

    1.   PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF ACUBID COMMON
STOCK.                                                      

 COMMON STOCK. AcuBid is currently authorized to issue 50,000,000 shares
of AcuBid Common Stock. As of April 18, 2000, 8,790,408 shares of AcuBid        
Common Stock were issued and outstanding and 1,750,000 shares were reserved     
for issuance pursuant to AcuBid's stock option plans. The AcuBid Board has      
approved a proposed amendment to AcuBid's Certificate of Incorporation which    
would increase the number of authorized shares of AcuBid Common Stock from      
50,000,000 to 100,000,000.                                                      

PURPOSE AND EFFECTS. Approval of the Amendment to the Certificate of  
Incorporation by the requisite vote of holders of AcuBid Common Stock is a      
condition to consummation of the Acquisition. There are, at present, no plans,  
understandings, agreements or arrangements concerning the issuance of additional
shares of AcuBid Common Stock, except for the shares to be issued (i) pursuant  
to the Acquisition and (ii) upon the exercise of AcuBid stock options.          

  Uncommitted authorized but unissued shares of AcuBid Common Stock may be
issued from time to time to such person and for such consideration as the AcuBid
Board may determine, and holders of the then-outstanding shares of AcuBid Common
Stock may or may not be given the opportunity to vote thereon, depending upon   
the nature of any such transactions, applicable law, as the case may be, and the
judgment of the AcuBid Board regarding the submission of such issuance to a vote
of the AcuBid stockholders. AcuBid stockholders have no preemptive rights to    
subscribe to newly issued shares.                                               

     As described above, the AcuBid Board believes that the proposed increase in
the number of authorized shares of AcuBid Common Stock will provide flexibility 
needed to meet corporate objectives and is in the best interests of AcuBid and  
its stockholders.                                                               

    2.   PROPOSAL TO CHANGE THE NAME OF THE COMPANY TO ASIA WEB HOLDINGS, INC.

The Board of Directors of AcuBid has proposed that the Company's      
Certificate of Incorporation be amended to change the Company's name from       
AcuBid.com, Inc. to Asia Web Holdings, Inc.                                     

54

DEFM14A
63rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 63rd

     UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE APPROVAL OF THE         
AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION.                       

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE       
APPROVAL OF THE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION.   

 PROPOSAL III. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of three (3) 
directors. In accordance with the Agreement, the Board of Directors has         
amended the Company's Bylaws to increase the maximum number of Board members    
from seven (7) to eight (8). Directors serve until the annual meeting next      
succeeding their election or until their successors are elected and qualified.  

 The eight (8) nominees proposed for election at this Annual Meeting are
Waddy E. Stephenson, Michael A. Schaffer, Gordon C. Holterman, Terry Giles, Raj 
Singam, Tjahjono Soerjodibroto, Bosko Djordjevic and William H. Millard. Six (6)
of the nominees listed above are being proposed for election pursuant to the    
Agreement. The six (6) nominees selected by Sulisto for nomination to AcuBid's  
Board of Directors will only serve on the Board of Directors if the Acquisition 
is consummated.                                                                 

    In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election  
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any of the persons named will  
be unable or unwilling to serve.                                                

UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS INTENDED  
THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND         
RETURNED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES PROPOSED BY THE      
BOARD OF DIRECTORS.                                                             

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE     
ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.     

55

DEFM14A
64th Page of 235
TOC
1st
Previous
Next
Bottom
Just 64th

MANAGEMENT

INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN      
EXECUTIVE OFFICERS                                                              

The following table sets forth the names of the nominees, continuing  
directors  and Named Executive Officers (as defined herein) as well as their    
ages, the year in which each director became a director of the Company and      
the year in which their terms (or in the case of the nominees, their proposed   
terms) as director of the Company expire. The table also sets forth the         
amount of Common Stock and the percent thereof beneficially owned by each       
director, nominee and Named Executive Officer and all directors and executive   
officers as a group as of March 31, 2000.                                       

                                                        [Enlarge/Download Table]

                                                                           SHARES OF              
                                                          EXPIRATION OF  COMMON STOCK             
                                                DIRECTOR     TERM AS     BENEFICIALLY   PERCENT OF
               NAME AND TITLE              AGE    SINCE      DIRECTOR      OWNED (1)     CLASS (2)
               --------------              ---    -----      --------      ---------     ---------

                                                                                                  
Michael A. Schaffer                         57    1994         2001         370,500(4)      4.2%  
Chairman of the Board and                                                                         
Chief Executive Officer                                                                           

Waddy Stephenson                            39    1999         2001         140,000(3)(4)   1.6%  
Director and Vice President of Technical                                                          
Development                                                                                       

Lawrence Schaffer                           31    1994         2000         354,350(4)      4.0%  
Director and President                                                                            

Gordon C. Holterman                         34     --          2001          22,000           *   
Nominee                                                                                           

Terry Giles                                 51     --          2001            --            --   
Nominee                                                                                           

Raj Singam                                  54     --          2001            --            --   
Nominee                                                                                           

Tjahjono Soerjodibroto                      47     --          2001            --            --   
Nominee                                                                                           

Bosko Djordjevic                            46     --          2001            --            --   
Nominee                                                                                           

William H. Millard                          68     --          2001            --            --   
Nominee                                                                                           

Stock ownership of all Directors and                                                              
Executive Officers as a Group (3 persons)          --           --          864,850         9.8%  

----------------------                                                          
*    Denotes less than 1%.                                                      

(1)  Each person effectively exercises sole (or shares with spouse or other     
    immediate family member) voting or dispositive power as to shares reported
herein (except as noted).                                             

(2)  Based on 8,790,408 shares of AcuBid common stock issued and outstanding as 
of March 31, 2000.                                                    

(3) Includes immediately exercisable options for 100,000 shares of common stock.

(4) The address for such person is the same as the Company's address.           

56

DEFM14A
65th Page of 235
TOC
1st
Previous
Next
Bottom
Just 65th

BIOGRAPHIES OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS                       

MICHAEL A. SCHAFFER. 57, Chairman of the Board and Chief Executive    
Officer. Mr. Schaffer joined the Company in April 1994 (when it was known as    
International AcuVision Systems, Inc.) as its Chief Executive Officer and a     
Director. Since 1975, Mr. Schaffer has been a private investor. In addition,    
since 1970, Mr. Schaffer has had a high degree of involvement with              
collectibles, such as rare stamps, American art and sports memorabilia. Mr.     
Schaffer received a Bachelor of Arts degree from Hunter College and a Juris     
Doctorate from Brooklyn Law School. Mr. Schaffer was admitted to the practice   
of law in the State of New York in 1967 and practiced law through 1974.         

LAWRENCE C. SCHAFFER. 31, Director and President. Mr. Schaffer has    
served as President and a Director of the Company since June, 1994 (when it     
was known as International AcuVision Systems, Inc.). Since July, 1999, Mr.      
Schaffer has devoted 100% of his time and effort to AcuBid's business. From     
March, 1998 to July, 1999, Mr. Schaffer devoted part of his time to his         
position as an officer of WebGalaxy, Inc., a publicly traded Internet service   
provider. In addition, Mr. Schaffer has five years of experience in             
administration and marketing for several small-cap public companies. Mr.        
Schaffer received a Bachelor of Arts degree from the University of Arizona in   
1991.                                                                           

WADDY STEPHENSON. 39, Director and Vice President of Technical        
Development. Mr. Stephenson joined the Company as a Director in March, 1999.    
Since May, 1999, Mr. Stephenson has been AcuBid's Vice President of Technical   
Development, overseeing all of the technical acquisitions and development of    
the Company. Mr. Stephenson is also the President of Software Initiatives, a    
software consulting firm which has provided consulting services to AcuBid and   
other companies. Mr. Stephenson has fifteen years of experience working on      
client/server based applications. Since 1986, Mr. Stephenson has worked on      
Internet based applications for both commercial entities and Government         
agencies, including DirecTV, Ocean Systems Engineering, Stellcom                
Technologies, IfusionCom, and the United States Marine Corps and Navy. Mr.      
Stephenson received a Bachelors Degree in Computer Science and Mathematics      
from the University of North Florida in 1985.                                   

 GORDON C. HOLTERMAN. 34, Nominee. Since August, 1998, Mr. Holterman has
been the President of San Francisco Sentry Relative Value Advisors, part of     
the San Francisco Sentry Investment Group. Mr. Holterman splits his time        
between San Francisco and Singapore focussing on Investment opportunities in    
Southeast Asia. From June, 1996 to July, 1998, Mr. Holterman was the Chief      
Operating Officer for Farallon Fixed Income Associates in Cambridge, MA. Mr.    
Holterman was a Director of Swiss Bank Corporation from 1992 to 1996, where     
he co-managed the West Coast Capital Markets effort. Mr. Holterman received     
his J.D. from Stanford Law School and received a B.S. in electrical             
engineering and computer science from the Massachusetts Institute of            
Technology.                                                                     

TERRY M. GILES. 51, Nominee. A highly successful attorney since 1975, 
Mr. Giles founded and built his law firm in California, handling civil and      
criminal cases in 22 states and 3 countries. Mr. Giles is the owner of          
Tekniko Licensing Corporation, which licenses intellectual properties owned     
by Tekniko to businesses throughout the world. Mr. Giles resides on several     
boards, including Merchant House Inc., Pacific Biometrics Inc., Pepperdine      
University Board of Regents, and the Horatio Alger Association of               
Distinguished Americans, where he is the Vice President of this most            
prestigious board. Mr. Giles was also a recipient of the Horatio Alger Award    
in 1994. He co-founded The Giles Foundation, a non-profit charitable            
foundation, in 1987. After getting his BA degree in 1970 from California State  
University at                                                                   

57

DEFM14A
66th Page of 235
TOC
1st
Previous
Next
Bottom
Just 66th

Fullerton, Mr. Giles attended Pepperdine University School of Law where he      
received his Juris Doctorate in 1974.                                           

  R. RAJ SINGAM. 54, Nominee. Mr. Singam is the Senior Partner of Drew and
Napier of Singapore where he has practiced since 1971. His practice includes    
Trial and Appellate Litigation in the areas of Company Banking Industry and     
Partnership Law, arbitration, building contracts, property rights               
injunctions, and administrative law. Mr. Singam is currently a Director of      
United Pulp and Paper Company. He serves as a Director on ABR Ltd's board and   
on its Audit Committee. He is Barrister-at-Law at the Middle Temple in London   
and was appointed Honorary Legal Advisor to the British High Commission and     
Panel Member of the U.S. Embassy. Mr. Singam is a member of several other       
prominent boards and association including the International Bar                
Association and Singapore Institute of Directors, to name a few.                

TJAHJONO SOERJODIBROTO. 47, Nominee. In 1999, Mr. Soerjodibroto was   
named the President Commissioner of PT Tunas Sepadan Investama, a holding       
company based in Jakarta, Indonesia specializing in corporate restructuring     
and asset disposal. In addition, since 1996, Mr. Soerjodibroto has been the     
President Commissioner of PT Yasawirya Tama Cipta, a multi-media production     
company, also in Jakarta. As President and CEO of PT Indosat from 1991 -        
1999, Mr. Soerjodibroto brought this telecommunications company success with    
its IPO listing on the New York Stock Exchange in 1994. Since 1995, Mr.         
Soerjodibroto has been a member of the board of Yayasan Pendidikan dan          
Pembinaan Manajemen, an educational institution specializing in management      
education and consulting. Since 1999, Mr. Soerjodibroto has been a member of    
the board of Yayasan Pendidikan Kristen Satyawacana, a university located       
in Salatiga, Indonesia. Tjahjono Soerjodibroto graduated from Bandung           
Institute of Technology with a major in electronics engineering, and            
continued his education at the University of Southern California in Los         
Angeles, receiving his MBA in International Business in 1990.                   

BOSKO DJORDJEVIC. 46, Nominee. Mr. Djordjevic, a private investor for 
the past five years, is a Founder and a Director of LIPID Sciences Inc., a      
medical technology company based in Los Angeles, California.                    

WILLIAM H. MILLARD. 68, Nominee. Mr. Millard is an entrepreneur and   
early pioneer of the personal computer industry. Since 1985, Mr. Millard has    
been a private investor. He was the founder and former Chairman (1976-1985)     
of ComputerLand Corporation, which was, during his Chairmanship, the largest    
retailer of personal computers in the world.                                    

COMPENSATION OF DIRECTORS                                                       

      Officers of the Company receive no additional compensation for their
services as directors. Directors of the Company currently receive no cash       
compensation for their attendance at Board meetings except reimbursement for    
travel expenses. Although no other compensation is currently contemplated for   
directors of the Company, the Board reserves the right to change its policy     
as to compensation of directors from time to time based upon the financial      
condition of the Company, future performance and other relevant factors.        

EXECUTIVE COMPENSATION    

    The following Summary Compensation Table sets forth certain information as
to the total remuneration paid by AcuBid to the Chief Executive Officer and     
other executive officers who received salary and bonus in excess of $100,000    
(the "Named Executive Officers") during the period September 1, 1998 through    
August 31, 1999. No other executive officer's salary and bonus exceeded $100,000
in the applicable period. The following information includes the dollar value of
base salaries bonus awards, the number of stock options granted and certain     
other compensation, if any, whether paid or deferred.                           

58

DEFM14A
67th Page of 235
TOC
1st
Previous
Next
Bottom
Just 67th

                                                        [Enlarge/Download Table]


                                   ANNUAL COMPENSATION(1)                           LONG-TERM COMPENSATION                        
                         --------------------------------------   --------------------------------------------------------------  
                                                                                AWARDS                        PAYOUTS             
                                                                   -------------------------------   ---------------------------- 
                                                       OTHER        RESTRICTED        SECURITIES                                  
NAME AND PRINCIPAL                                     ANNUAL          STOCK           UNDERLYING        LTIP         ALL OTHER   
POSITIONS           YEAR   SALARY($)   BONUS($)   COMPENSATION($)   AWARD(S) ($)    OPTIONS/SARS(#)   PAYOUTS($)   COMPENSATION($)
---------           ----   ---------   --------   ---------------   ------------    ---------------   ----------   ---------------

                                                                                                                                  
Michael Schaffer    1999    $25,000      -0-            -0-          65,000             -0-             -0-            -0-        
Chief Executive                                                                                                                   
Officer                                                                                                                           
and Chairman of                                                                                                                   
the Board                                                                                                                         


59

DEFM14A
68th Page of 235
TOC
1st
Previous
Next
Bottom
Just 68th

EMPLOYMENT AGREEMENTS                                                           

   Pursuant to the Agreement, Michael Schaffer will enter into an employment
agreement with the Company prior to the completion of the Acquisition. The      
employment agreement provides for Mr. Schaffer's employment as Chief Executive  
Officer of the Company for a five year term. Under the employment agreement, Mr.
Schaffer will receive an annual salary of $150,000, payable biweekly. Mr.       
Schaffer will also receive a grant of 500,000 stock options exercisable into    
Common Stock at a per share exercise price of $2.50. Of the 500,000 stock       
options granted, Mr. Schaffer will receive 200,000 incentive stock options,     
which are taxed at a capital gains rate, and 300,000 non-qualified stock        
options, which are taxed as ordinary income. Mr. Schaffer will vest in the      
200,000 incentive stock options over a five year period with 40,000 stock       
options each year beginning on the first anniversary date the employment        
agreement is signed. Vesting in the non-qualified stock options will be over a  
two year period with 150,000 stock options over the next two years beginning on 
the first anniversary date of the employment agreement. In addition, Mr.        
Schaffer will receive the following under the employment agreement: 21 days of  
annual vacation time, in addition to United States legal holidays, which, if not
used, the remaining time will accrue from year to year; (ii) 15 days of annual  
sick leave; (iii) reimbursement for all reasonable expenses incurred in         
promoting the business of the Company; (iv) a monthly car allowance; (v) group  
medical insurance coverage; (vi) death benefits, whereby Mr. Schaffer's estate  
will receive the sum of sixty percent (60%) of his annual salary payable for the
remainder of the employment agreement; (vii) permanent disability benefits,     
under which Mr. Schaffer will receive sixty percent (60%) of his annual         
compensation to be paid for the remainder of the term of the employment         
agreement; and (viii) participation in all other benefits regularly offered to  
other Company employees.                                                        

   As consideration for entering into the employment agreement, Mr. Schaffer
agreed to devote substantially all his productivity, time, ability and attention
to the business of the Company for the term of the employment agreement. Mr.    
Schaffer further agreed, among other things, (i) not to compete, directly or    
indirectly, in any capacity with the Company; (ii) to maintain confidentiality  
of Company trade secrets and trade secret data; (iii) that intellectual property
conceived, developed or written by Mr. Schaffer during the term of the          
employment agreement is the sole and exclusive property of the Company; and (iv)
not to use any confidential information or circulate such information, except as
authorized by the Company.                                                      

The employment agreement provides for termination of Mr. Schaffer's   
employment without cause and "for cause." Termination "for cause" includes (1)  
willful breaches or habitual negligence by the employee of his duties, which he 
is obligated under the employment agreement to perform or (2) acts of           
dishonesty, fraud, misrepresentation, or other acts of moral turpitude committed
by the employee that would prevent effective performance of his duties. Mr.     
Schaffer may also be terminated by the Company "without cause," in the event of 
his (a) death or (b) upon suffering any physical or mental disability that      
prevents his performance of his essential duties for a period of two months     
after the injury occurs. Regardless of whether Mr. Schaffer is terminated "for  
cause" or "without cause" by the Company, he will be entitled to severance pay  
which shall be equal to one and a half of his annual compensation if terminated 
in the first year of the employment agreement, one year of compensation if      
terminated during the next three years of the agreement or half a year of salary
if terminated during the last year. If Mr. Schaffer was terminated by the       
Company during the first year of the employment agreement, he would be entitled 
to salary totaling $225,000. Mr. Schaffer may terminate his obligations under   
the employment agreement by giving the Company three months notice of such      
termination or tendering to the Company three months of his annual salary.      

60

DEFM14A
69th Page of 235
TOC
1st
Previous
Next
Bottom
Just 69th

Pursuant to the employment agreement, Mr. Schaffer agreed that for a  
period of six months following termination of his employment, that he will      
not (i) directly or indirectly disclose to the names and addresses of any of    
the Company customers to any person, firm or corporation or any other           
information relating to such customers or (ii) attempt to or actually call on   
solicit or take away any Company customers whom he called upon or became        
acquainted with during his employment. Mr. Schaffer further agreed that for a   
period of two years following his termination that he will not directly or      
indirectly, solicit, hire, recruit or encourage any other employee of the       
Company to leave their employment or to work for any person or entity in        
competition with the Company.                                                   

In the event of a voluntary or involuntary dissolution of the Company 
from a merger or consolidation where the Company is not the surviving           
corporation or transfer of substantially all assets of the Company, the         
employment agreement will not terminate and the Company's rights, benefits      
and obligations under the employment agreement will be assigned to the          
surviving corporation or transferee of the Company's assets.                    

CERTAIN RELATED TRANSACTIONS    

  From May 1999 through April 2000, AcuBid engaged the consulting services
of Software Initiatives Corporation for technical assistance in its software    
development and network administration. Mr. Waddy Stephenson, an officer and    
director of AcuBid, is the President of Software Initiatives Corporation.       
Software Initiatives was paid a monthly consulting fee of $8,333.00 or a        
total of $99,996 for its services during the twelve month period.  No           
other compensation was provided to Mr. Stephenson by AcuBid during this         
period.                                                                         

 PROPOSAL IV. APPROVAL OF THE 1999 INCENTIVE EQUITY PLAN

The Board of Directors adopted the 1999 Incentive Equity Plan of the  
Company in August, 1999 by unanimous written consent, subject to approval by the
stockholders of the Company at the Annual Meeting. The following general        
description of certain features of the Incentive Plan is qualified in its       
entirety by reference to the Incentive Plan.                                    

PURPOSE OF THE INCENTIVE PLAN                                                   

The purpose of the Incentive Plan is to enable the Company to attract 
officers and other key employees and consultants and to provide them with       
appropriate incentives and rewards for superior performance. The Incentive Plan 
affords the Company the ability to respond to changes in the competitive and    
legal environments by providing the Company with greater flexibility in key     
employee and executive compensation. This plan is designed to be an omnibus plan
allowing the company to grant a wide range of compensatory awards including     
stock options, stock appreciation rights, restricted stock, deferred stock and  
performance shares or units. The Incentive Plan is intended to encourage stock  
ownership by recipients by providing for or increasing their proprietary        
interests in the Company, thereby encouraging them to remain in the Company's   
employment. The Incentive Plan has been prepared to comply with all applicable  
tax and securities laws, including Section 16(b) of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act"), and state and federal tax laws.       

DESCRIPTION OF THE INCENTIVE PLAN                                               

GENERAL. The following general description of certain features of the 
Incentive Plan is qualified in its entirety by reference to the Incentive Plan  
which will be made available upon request. Subject to adjustment as provided in 
the Incentive Plan, the number of shares of Common Stock that may be issued or  
transferred, plus the amount of shares of Common Stock covered by outstanding   
awards granted under the Incentive Plan, shall not in the aggregate exceed      
1,500,000. The number of Performance Units granted under the Incentive Plan     
shall not in the aggregate exceed 100,000. The number of shares of Common Stock 
granted under the Incentive Plan to any individual in any calendar year shall   
not in the aggregate exceed 100,000.                                            

61

DEFM14A
70th Page of 235
TOC
1st
Previous
Next
Bottom
Just 70th

   ELIGIBILITY. Officers, including officers who are members of the Board of
Directors, and other key employees of and consultants to the Company may be     
selected by the Committee (as defined below) to receive benefits under the      
Incentive Plan.                                                                 

   TERMS OF OPTIONS AND OTHER POSSIBLE AWARDS. The Incentive Plan authorizes
the granting of options to purchase shares of Common Stock ("Option Rights"),   
stock appreciation rights ("Appreciation Rights"), restricted shares            
("Restricted Shares"), deferred shares ("Deferred Shares"), performance shares  
("Performance Shares") and performance units ("Performance Units"). The terms   
applicable to these various types of awards, including those terms that may be  
established by the Committee when making or administering particular awards, are
set forth in detail in the 1999 Incentive Plan.                                 

OPTION RIGHTS. The Committee may grant Option Rights that entitle the 
optionee to purchase shares of Common Stock at a price less than, equal to or   
greater than market value on the date of grant. The option price is payable at  
the time of exercise (i) in cash or cash equivalent, (ii) by the transfer to the
Company of shares of Common Stock that are already owned by the optionee and    
have a value at the time of exercise equal to the option price, (iii) with any  
other legal consideration the Committee may deem appropriate or (iv) by any     
combination of the foregoing methods of payment. Any grant may provide for      
deferred payment of the option price from the proceeds of sale through a broker 
on the date of exercise of some or all of the shares of Common Stock to which   
the exercise relates. With respect to nonqualified stock options, the Committee 
has the authority to specify at any time that Restricted Shares or other shares 
of Common Stock which are subject to a risk of forfeiture or restrictions on    
transfer will be accepted for part or all of the option price. In such event,   
the shares of Common Stock received upon exercise of the nonqualified stock     
option will be subject to the same risks of forfeiture or restrictions on       
transfer which applied to the shares used as payment for the option price. The  
Committee also may provide that additional Option Rights (so-called "reload     
options rights") automatically will be granted to an optionee upon the exercise 
of Option Rights.                                                               

  Option Rights granted under the Incentive Plan may be Option Rights that
are intended to qualify as incentive stock options ("ISOs") within the meaning  
of Section 422 of the Internal Revenue Code of 1986 (the "Code") or Option      
Rights that are not intended to so qualify ("Nonqualified stock options"). The  
Incentive Plan permits the granting of incentive stock options or non-qualified 
stock options at the discretion of the Committee. The exercise price for        
nonqualified stock options granted may not be less than 85% of the fair market  
value per share of Common Stock on the date of grant. The exercise price for    
ISOs may not be less than 100% of the fair market value per share of Common     
Stock on the date of grant, and ISOs granted to persons owning more than 10% of 
the Company's voting stock must have an exercise price of not less than 110% of 
the fair market value per share of Common Stock on the date of grant. All       
options granted must be exercised within ten years of grant, except that ISOs   
granted to 10% or greater stockholders must be exercised within five years of   
grant. The aggregate market value (as determined as of the date of grant) of the
Common Stock for which any optionee may be awarded ISOs which are first         
exercisable by such optionee during any calendar year may not exceed $100,000.  
At or after the date of grant of any non-qualified stock options, the Committee 
may provide for the payment of dividend equivalents to the optionee on a        
current, deferred or contingent basis or may provide that dividend equivalents  
be credited against the option price.                                           

Individual grants must specify the conditions, including as and to the
extent determined by the Committee, the period or periods of continuous         
employment or continuous engagement of consulting services of the optionee by   
the Company or any subsidiary, or the achievement of Management Objectives (as  
defined in the Incentive Plan), that are necessary before the Option            

62

DEFM14A
71st Page of 235
TOC
1st
Previous
Next
Bottom
Just 71st

Rights will become exercisable, and may provide for the earlier exercise of the 
Option Rights, including, without limitation, in the event of a change in       
control of the Company or other similar transaction or event. Successive grants 
may be made to the same optionee regardless of whether Option Rights previously 
granted to him or her remain unexercised.                                       

   APPRECIATION RIGHTS. Appreciation Rights granted under the Incentive Plan
either may be free-standing or granted in tandem with Option Rights. An         
Appreciation Right represents the right to receive from the Company the         
difference (the "Spread"), or a percentage thereof not in excess of 100 percent,
between the base price per share of Common Stock in the case of a free-standing 
Appreciation Right, or the option price of the related Option Right in the case 
of a tandem Appreciation Right, and the market value of the Common Stock on the 
date of exercise of the Appreciation Right. Tandem Appreciation Rights only may 
be exercised at a time when the related Option Right is exercisable and the     
Spread is positive. The exercise of a tandem Appreciation Right requires the    
surrender and cancellation of the related Option Right.                         

     A free-standing Appreciation Right must have a base price per share that is
at least equal to the fair market value of a share of Common Stock on the date  
of grant, must specify the conditions, including as and to the extent determined
by the Committee, the period of continuous employment or continuous engagement  
of consulting services, or the achievement of Management Objectives, that are   
necessary before the Appreciation Right becomes exercisable (except that it may 
provide for its earlier exercise, including, without limitation, in the event of
a change in control of the Company or other similar transaction or event) and   
may not be exercised more than 10 years from the date of grant. Any grant of    
Appreciation Rights may specify that the amount payable by the Company upon     
exercise may be paid in cash, shares of Common Stock or a combination thereof,  
and the Committee either may reserve or grant to the recipient the right to     
elect among those alternatives. The Committee may provide with respect to any   
grant of Appreciation Rights for the payment of dividend equivalents thereon in 
cash or Common Stock on a current, deferred or contingent basis.                

 RESTRICTED SHARES. An award of Restricted Shares involves the immediate
transfer by the Company to a participant of ownership of a specific number of   
shares of Common Stock in consideration of the performance of services or, as   
and to the extent determined by the Committee, the achievement of Management    
Objectives. The participant is entitled immediately to voting, dividend and     
other ownership rights in the shares. The transfer may be made without          
additional consideration from the participant or in consideration of a payment  
by the participant that is less than the fair market value of the shares on the 
date of grant, as the Committee may determine.                                  

 Restricted Shares must be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined by   
the Committee. An example would be a provision that the Restricted Shares would 
be forfeited if the participant ceased to serve the Company as an officer or    
other key employee within a specified number of years. In order to enforce these
forfeiture provisions, the transferability of Restricted Shares will be         
prohibited or restricted in a manner and to the extent prescribed by the        
Committee for the period during which the forfeiture provisions are in effect.  
The Committee may provide for a shorter period during which the forfeiture      
provisions are to apply, including, without limitation, in the event of a change
in control of the Company or other similar transaction or event.                

  DEFERRED SHARES. An award of Deferred Shares constitutes an agreement by
the Company to deliver shares of Common Stock to the participant in the future  
in consideration of the performance of services, subject to the fulfillment of  
such conditions during the Deferral                                             

63

DEFM14A
72nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 72nd

Period (as defined in the Incentive Plan) as the Committee may specify. During  
the Deferral Period, the participant has no right to transfer any rights under  
the award and no right to vote the shares covered by the award. On or after the 
date of any grant of Deferred Shares, the Committee may authorize the payment of
dividend equivalents thereon on a current, deferred or contingent basis in      
either cash or additional shares of Common Stock. Grants of Deferred Shares may 
be made without additional consideration from the participant or for            
consideration in an amount that is less than the fair market value of the shares
on the date of grant. Deferred Shares must be subject to a Deferral Period, as  
determined by the Committee on the date of grant, except that the Committee may 
provide for a shorter Deferral Period, including, without limitation, in the    
event of a change in control of the Company or other similar transaction or     
event.                                                                          

PERFORMANCE SHARES AND PERFORMANCE UNITS. A Performance Share is the  
equivalent of one share of Common Stock, and a Performance Unit is the          
equivalent of $1.00. A participant may be granted any number of Performance     
Shares or Performance Units. The participant will be given one or more          
Management Objectives to meet within a specified period (a "Performance Period")
which may be subject to earlier termination, including, without limitation, in  
the event of a change in control of the Company or other similar transaction or 
event. A minimum level of acceptable achievement also will be established by the
Committee. If by the end of the Performance Period the participant has achieved 
the specified Management Objectives, he or she will be deemed to have fully     
earned the Performance Shares or Performance Units. If the participant has not  
achieved the Management Objective(s) but has attained or exceeded the           
predetermined minimum level of acceptable achievement, he or she will be deemed 
to have partly earned the Performance Shares or Performance Units in accordance 
with a predetermined formula. To the extent earned, the Performance Shares or   
Performance Units will be paid to the participant at the time and in the manner 
determined by the Committee in cash, shares of Common Stock or any combination  
thereof, and the Committee either may grant to the recipient or retain the right
to elect among these alternatives. At or after the date of grant of any         
Performance Shares, the Committee may provide for the payment of dividend       
equivalents to the participant on a current, deferred or contingent basis.      

MANAGEMENT OBJECTIVES. Management Objectives mean the achievement of  
performance objectives established pursuant to the Incentive Plan. The Committee
may adjust Management Objectives and related minimum acceptable levels of       
achievement if events or transactions have occurred after the date an award was 
granted that are unrelated to the performance of the participant and result in  
distortion of the Management Objectives or the related minimum levels.          
Management Objectives may be described in terms of either Company-wide          
objectives or objectives that are related to the performance of the individual  
participant or the division, subsidiary, department or function within the      
Company or a subsidiary in which the participant is employed or with respect to 
which the participant provides consulting services.                             

   CHANGE IN CONTROL. Upon a Change in Control, all Option Rights that would
become exercisable through the Company's next annual stockholders' meeting      
following a Change in Control will become immediately exercisable in full. If   
any event or series of events constituting a Change in Control is abandoned, the
effect thereof will be null and the exercisability of Option Rights will be     
governed by the provisions of the Directors Plan described above. The Directors 
Plan defines a Change in Control as the occurrence of any of the following      
events: (i) execution by the Company of an agreement for the merger,            
consolidation or reorganization into or with another corporation or other legal 
person, unless as a result of such transaction not less than a majority of the  
combined voting power of the then-outstanding securities of such corporation or 
person immediately after such transaction are held in the aggregate by holders  
of securities entitled to vote generally in the election of Directors of the    
Company ("Voting Securities")                                                   

64

DEFM14A
73rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 73rd

immediately prior to such transaction; (ii) execution by the Company of an      
agreement for the sale or other transfer of all or substantially all of its     
assets to another corporation or legal person, unless as a result of such       
transaction not less than a majority of the combined voting power of the        
then-outstanding securities of such corporation or legal person immediately     
after such transaction is held in the aggregate by the holders of Voting        
Securities of the Company immediately prior to such transaction; (iii) a report 
is filed on Schedule 13D or Schedule 14D-1 disclosing that any person (other    
than a person who holds more than 10% of the Common Stock on the date of        
consummation of the Offering) has or intends to become the beneficial owner of a
majority or more of the combined voting power of the then-outstanding Voting    
Securities; (iv) during any period of two consecutive years, individuals who at 
the beginning of any such period constitute at least a majority thereof (each   
Director first elected or first nominated for election by a vote of at least    
two-thirds of the Directors then in office who were Directors of the Company at 
the beginning of any such period being deemed to have been a Director of the    
Company at the beginning of such period); or (v) the Company adopts a plan for  
the liquidation or dissolution of the Company other than pursuant to a merger,  
consolidation or reorganization which would not constitute a Change in Control, 
as described in clause (i) above.                                               

    TRANSFERABILITY. No Option Right or other "derivative security" within the
meaning of Rule 16b-3 under the Exchange Act granted under the Plan, is         
transferable by a participant except by will or the laws of descent and         
distribution. Option Rights and Appreciation Rights may not be exercised during 
a participant's lifetime except by the participant or, in the event of his or   
her incapacity, by his or her guardian or legal representative acting in a      
fiduciary capacity on behalf of the participant under state law and court       
supervision.                                                                    

ADJUSTMENTS. The maximum number of shares of Common Stock that may be 
issued or transferred under the Incentive Plan, the number of shares covered by 
outstanding awards and the option prices or base prices per share applicable    
thereto, are subject to adjustment in the event of stock dividends, stock       
splits, combinations of shares, recapitalization, mergers, consolidations,      
spin-offs, reorganizations, liquidations, issuances of rights or warrants, and  
similar transactions or events. In the event of any such transaction or event,  
the Committee may in its discretion provide in substitution for any or all      
outstanding awards under the Incentive Plan such alternative consideration as it
may in good faith determine to be equitable in the circumstances and may require
the surrender of all awards so replaced.                                        

    ADMINISTRATION AND AMENDMENTS. The Incentive Plan is to be administered by
a committee ("Committee") of the Board of Directors which shall consist of not  
less than two directors, each of whom is a "non-employee director" within the   
meaning of Rule 16b-3 under the Exchange Act. In connection with its            
administration of the Incentive Plan, the Committee is authorized to interpret  
the Incentive Plan and related agreements and other documents. The Committee may
make grants to participants under any or a combination of all of the various    
categories of awards that are authorized under the Incentive Plan. The Committee
may with the concurrence of the affected participant cancel any agreement       
evidencing an award granted under the Incentive Plan. In the event of any such  
cancellation, the Committee may authorize the granting of a new award under the 
Incentive Plan in such manner, at such price and subject to such other terms,   
conditions and discretion as would have been applicable under the Incentive Plan
had the canceled award not been granted. The Committee also may grant any award 
or combination of awards authorized under the Incentive Plan, including without 
limitation an award that as granted prior to the adoption of the Incentive Plan,
and any such award or combination of awards so granted under the Incentive Plan 
may or may not cover the same number of shares of Common Stock as had been      
covered by the canceled award and will be subject to such other                 

65

DEFM14A
74th Page of 235
TOC
1st
Previous
Next
Bottom
Just 74th

terms, conditions and discretion as would have been permitted under the         
Incentive Plan had the canceled award not been granted.                         

   The Incentive Plan may be amended from time to time by the Committee, but
without further approval by the Stockholders of the Company, no such amendment  
(unless expressly allowed pursuant to the adjustment provisions described above)
may (i) increase the aggregate number of shares that may be issued or           
transferred plus the amount of shares covered by outstanding awards, or increase
the aggregate number of Performance Units that may be granted thereunder or (ii)
otherwise cause Rule 16b-3 under the Exchange Act to cease to be applicable to  
the Incentive Plan.                                                             

     FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS IN PLAN. The following is a
brief summary of certain of the federal income tax consequences of certain      
transactions under the Incentive Plan. This summary is not intended to be       
exhaustive and does not describe state or local tax consequences.               

   NON-QUALIFIED STOCK OPTIONS. Nonqualified stock options granted under the
Option Plan do not qualify as "incentive stock options" and will not qualify for
any special tax benefits to the optionee. An optionee generally will not        
recognize any taxable income at the time he or she is granted a nonqualified    
option. However, upon its exercise, the optionee will recognize ordinary income 
for federal income tax purposes measured by the excess of the then fair market  
value of the shares over the exercise price. The income realized by the optionee
will be subject to income and other employee withholding taxes. The optionee's  
basis for determination of gain or loss upon the subsequent disposition of      
shares acquired upon the exercise of a nonqualified stock option will be the    
amount paid for such shares plus any ordinary income recognized as a result of  
the exercise of such option. Upon disposition of any shares acquired pursuant to
the exercise of a nonqualified stock option, the difference between the sale    
price and the optionee's basis in the shares will be treated as a capital gain  
or loss and generally will be characterized as long-term capital gain or loss if
the shares have been held for more than one year at their disposition. In       
general, there will be no federal income tax deduction allowed to the Company   
upon the grant or termination of a nonqualified stock option or a sale or       
disposition of the shares acquired upon the exercise of a nonqualified stock    
option. However, upon the exercise of a nonqualified stock option, the Company  
will be entitled to a deduction for federal income tax purposes equal to the    
amount of ordinary income that an optionee is required to recognize as a result 
of the exercise, provided that the deduction is not otherwise disallowed under  
the Code.                                                                       

INCENTIVE STOCK OPTIONS. If an option granted under the Option Plan is
treated as an incentive stock option, the optionee will not recognize any income
upon either the grant or the exercise of the option, and the Company will not be
allowed a deduction for federal tax purposes. Upon a sale of the shares, the tax
treatment to the optionee and the Company will depend primarily upon whether the
optionee has met certain holding period requirements at the time he or she sells
the shares. In addition, as discussed below, the exercise of an incentive stock 
option may subject the optionee to alternative minimum tax liability. If an     
optionee exercises an incentive stock option and does not dispose of the shares 
received within two years after the date of such option or within one year after
the transfer of the shares to him or her, any gain realized upon the disposition
will be characterized as long-term capital gain and, in such case, the Company  
will not be entitled to a federal tax deduction. If the optionee disposes of the
shares either within two years after the date the option is granted or within   
one year after the transfer of the shares to him or her, such disposition will  
be treated as a disqualifying disposition and an amount equal to the lesser of  
(1) the fair market value of the shares on the date of exercise minus the       
purchase price, or (2) the amount realized on the disposition minus the purchase
price, will be                                                                  

66

DEFM14A
75th Page of 235
TOC
1st
Previous
Next
Bottom
Just 75th

taxed as ordinary income to the optionee in the taxable year in which the       
disposition occurs. (However, in the case of gifts, sales to related parties,   
and certain other transactions, the full difference between the fair market     
value of the stock and the purchase price will be treated as compensation       
income). The excess, if any, of the amount realized upon disposition over the   
fair market value at the time of the exercise of the option will be treated as  
long-term capital gain if the shares have been held for more than one year      
following the exercise of the option. The exercise of an incentive stock option 
may subject an optionee to alternative minimum tax liability because the excess 
of the fair market value of the shares at the time an incentive stock option is 
exercised over the purchase price of the shares is included in income for       
purposes of the alternative minimum tax even though it is not included in       
taxable income for purposes of determining the regular tax liability of an      
employee. Consequently, an optionee may be obligated to pay alternative minimum 
tax in the year he or she exercises an incentive stock option.                  

   In general, there will be no federal income tax deductions allowed to the
Company upon the grant, exercise or termination of an incentive stock option.   
However, in the event an optionee sells or disposes of stock received on the    
exercise of an incentive stock option in a disqualifying disposition, the       
Company will be entitled to a deduction for federal income tax purposes in an   
amount equal to the ordinary income, if any, recognized by the optionee upon    
disposition of the shares, provided that the deduction is not otherwise         
disallowed under the Code.                                                      

  APPRECIATION RIGHTS. Appreciation Rights are taxed to recipients and are
deductible by the Company in substantially the same manner as nonqualified stock
options. A recipient generally will not recognize any taxable income at the time
he or she is granted an Appreciation Right. However, upon its exercise, the     
recipient will recognize ordinary income for federal income tax purposes        
measured by the excess of (i) the then fair market value on the date of exercise
of one share of Common Stock over (ii) the price per share specified in the     
Award Agreement, multiplied by (iii) the number of shares awarded. Upon         
exercise, the Company will be entitled to a deduction for federal income tax    
purposes equal to the amount of ordinary income that a recipient is required to 
recognize as a result of the exercise, provided that the deduction is not       
otherwise disallowed under the Code.                                            

RESTRICTED SHARES. A recipient of Restricted Shares generally will be 
subject to tax at ordinary income rates on the fair market value of the         
Restricted Shares reduced by any amount paid by the recipient at such time as   
the shares are no longer subject to a substantial risk of forfeiture or         
restrictions on transfer for purposes of Section 83 of the Code. However, a     
recipient who so elects under Section 83(b) of the Code within 30 days of the   
date of transfer of the shares will recognize ordinary income on the date of    
transfer of the shares equal to the excess of the fair market value of the share
(determined without regard to the risk of forfeiture or restrictions on         
transfer) over any purchase price paid for the shares. If a Section 83(b)       
election has not been made, any non-restricted dividends received with respect  
to Restricted Shares that are subject at that time to a risk of forfeiture or   
restrictions on transfer generally will be treated as compensation that is      
taxable as ordinary income to the recipient.                                    

   DEFERRED SHARES. A recipient generally will not recognize ordinary income
upon the grant of Deferred Shares. The recipient generally will recognize       
ordinary income on the fair market value of non-restricted shares of Common     
Stock on the date that the Deferred Shares subsequently are transferred to the  
recipient, reduced by any amount paid by the recipient. The holding period for  
the Deferred Shares will commence on the date of receipt.                       

PERFORMANCE SHARES AND PERFORMANCE UNITS. No income generally will be 
recognized upon the grant of Performance Shares or Performances Units. Upon     
payment in respect of the                                                       

67

DEFM14A
76th Page of 235
TOC
1st
Previous
Next
Bottom
Just 76th

earn-out of Performance Shares or Performance Units, the recipient generally    
will be required to include as ordinary income in the year of receipt an amount 
equal to the amount of cash received and the fair market value of any           
non-restricted shares of Common Stock received.                                 

VOTE REQUIRED                                                                   

  Approval and ratification of the 1999 Incentive Equity Plan requires the
affirmative vote of the holders of a majority of the voting shares present at   
the meeting, in person or by proxy.                                             

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED 
PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE APPROVAL AND      
RATIFICATION OF THE 1999 INCENTIVE EQUITY PLAN.                                 

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL AND     
RATIFICATION OF THE 1999 INCENTIVE EQUITY PLAN.               

68

DEFM14A
77th Page of 235
TOC
1st
Previous
Next
Bottom
Just 77th

PROPOSAL V. APPROVAL OF THE 1999 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

    The Board of Directors adopted the 1999 Stock Option Plan for Non-Employee
Directors of the Company (the "Directors Plan") in August, 1999 by unanimous    
written consent, subject to approval by the stockholders of the Company at the  
Annual Meeting.                                                                 

 PRIOR HISTORY OF DIRECTORS STOCK OPTION PLANS

     The Company, in the past, has never provided a stock option plan or plan of
compensation for non-employee directors.                                        

 DESCRIPTION OF THE DIRECTORS PLAN

GENERAL                                                                         

     The following general description of certain features of the Directors Plan
is qualified in its entirety by reference to the Directors Plan. The Directors  
Plan is intended to encourage outside Directors of the Company to own shares of 
the Company's stock and thereby to align their interests more closely with the  
interests of the other stockholders of the Company, to encourage the highest    
level of outside Director performance by providing such Directors with a direct 
interest in the Company's attainment of its financial goals, and to provide     
financial incentives that will help attract and retain the most qualified       
outside Directors.                                                              

ADMINISTRATION AND ELIGIBILITY                                                  

     The Directors Plan will be administered by a committee ("Committee") of the
Board of Directors, consisting of not less than two members of the Board. Only  
members of the Board of Directors who are not employees of the Company (each a  
"Director") will be eligible to participate in the Directors Plan. For purposes 
of the Directors Plan, an "employee" is a person whose compensation from the    
Company is subject to withholding under the Internal Revenue Code of 1986.      

MAXIMUM SHARES                                                                  

  Subject to adjustment as described below, the number of shares issued or
transferred, plus the number of shares covered by outstanding options under the 
Directors Plan shall not exceed 250,000 shares of Common Stock. Shares of Common
Stock covered by an option, which is canceled or terminated, will again be      
available to be issued or to be the subject of a stock option granted under the 
Directors Plan.                                                                 

INITIAL OPTIONS                                                                 

Each non-employee Director of the Company, who is a Director on the   
effective date of the Directors Plan is granted an immediate option to purchase 
3,000 shares of Common Stock, and will also receive automatic grants of         
additional options to purchase 3,000 shares of Common Stock on the first day    
after each succeeding annual meeting thereafter for so long as he or she        
continues to serve as a Director. Individuals becoming Directors after the      
effective date of the Directors Plan receive an immediate option to purchase    
3,000 shares of Common Stock, and will also receive automatic grants of         
additional options to purchase 3,000 shares of Common Stock on the first day    
following the next annual stockholder's meeting thereafter, for so long as he or
she                                                                             

69

DEFM14A
78th Page of 235
TOC
1st
Previous
Next
Bottom
Just 78th

continues to serve as a Director, provided that he or she has served as a       
Director for at least six months prior thereto.                                 

     The exercise price of the options granted is equal to the fair market value
per share of Common Stock on the date of grant. Options granted under the       
Directors Plan shall become exercisable to the extent of 20% of the Common      
Shares subject thereto on the Date of Grant and to the extent of an additional  
20% of the Common Shares subject thereto after each of the first four           
anniversaries of such date, for so long as the Optionee continues to serve as a 
member of the Board. To the extent exercisable, each Option shall be exercisable
in whole or in part from time to time. All options granted under the Directors' 
Plan are nonqualified stock options and are not intended to qualify as incentive
stock options under Section 422 of the Code.                                    

In the event a grantee ceases to be a Director of the Company, vested 
options granted to non-employee Directors must be exercised within three months 
after the Director's termination (in the event that termination was due to other
than death or disability), or one year after termination (in the event that     
termination was due to death or disability), or by the tenth anniversary of the 
date of grant, whichever occurs first.                                          

PURCHASE PRICE                                                                  

     The purchase price of stock options granted under the Directors Plan may be
paid in cash, shares of Common Stock held by the optionee for at least six      
months, or a combination thereof. Shares of Common Stock issued pursuant to the 
Directors Plan may be authorized but unissued shares or treasury shares.        
Fractional shares will not be issued in connection with the exercise of a stock 
option, and cash in lieu thereof will be paid by the Company.                   

CHANGE IN CONTROL                                                               

   Upon a Change in Control, all Option Rights that would become exercisable
through the Company's next annual stockholders' meeting following a Change in   
Control will become immediately exercisable in full. If any event or series of  
events constituting a Change in Control is abandoned, the effect thereof will be
null and the exercisability of Option Rights will be governed by the provisions 
of the Directors Plan described above. The Directors Plan defines a Change in   
Control as the occurrence of any of the following events: (i) execution by the  
Company of an agreement for the merger, consolidation or reorganization into or 
with another corporation or other legal person, unless as a result of such      
transaction not less than a majority of the combined voting power of the        
then-outstanding securities of such corporation or person immediately after such
transaction are held in the aggregate by holders of securities entitled to vote 
generally in the election of Directors of the Company ("Voting Securities")     
immediately prior to such transaction; (ii) execution by the Company of an      
agreement for the sale or other transfer of all or substantially all of its     
assets to another corporation or legal person, unless as a result of such       
transaction not less than a majority of the combined voting power of the        
then-outstanding securities of such corporation or legal person immediately     
after such transaction is held in the aggregate by the holders of Voting        
Securities of the Company immediately prior to such transaction; (iii) a report 
is filed on Schedule 13D or Schedule 14D-1 disclosing that any person (other    
than a person who holds more than 10% of the Common Stock on the date of        
consummation of the Offering) has or intends to become the beneficial owner of a
majority or more of the combined voting power of the then-outstanding Voting    
Securities; (iv) during any period of two consecutive years, individuals who at 
the beginning of any such period constitute at least a majority thereof (each   
Director first elected or first nominated for election by a vote of at least    
two-thirds of the Directors then in office who were Directors of the Company at 
the                                                                             

70

DEFM14A
79th Page of 235
TOC
1st
Previous
Next
Bottom
Just 79th

beginning of any such period being deemed to have been a Director of the Company
at the beginning of such period); or (v) the Company adopts a plan for the      
liquidation or dissolution of the Company other than pursuant to a merger,      
consolidation or reorganization which would not constitute a Change in Control, 
as described in clause (i) above.                                               

ADJUSTMENT                                                                      

     The Committee will make or provide for adjustments to the maximum number of
shares issuable pursuant to the Directors Plan, the number and kind of shares of
Common Stock or other securities that are covered by outstanding options, and   
the option price applicable to outstanding options as the Committee will in good
faith determine to be equitably required to prevent dilution or expansion of the
rights of optionees which would otherwise result from any stock dividend, stock 
split, combination of shares, recapitalization or other change in the capital   
structure of the Company, any merger, consolidation, spin-off, split-off,       
spin-out, split-up, reorganization, partial or complete liquidation or other    
distribution of assets, issuance of warrants or other rights to purchase        
securities or any other corporate transaction or event having an effect similar 
to any of the foregoing.                                                        

AMENDMENT OR TERMINATION                                                        

The Board may at any time amend or terminate the Directors Plan.      
Notwithstanding the foregoing, (i) except for the adjustments described above,  
without the approval of the stockholders of the Company, no such amendment will 
increase the maximum number of shares covered by the Directors Plan, materially 
modify the requirements as to eligibility for participation in the Directors    
Plan, or otherwise cause the Director Plan or any grant, award or election made 
pursuant thereto to cease to satisfy any applicable condition of Rule 16b-3     
promulgated under the Exchange Act, (ii) no such amendment will cause any       
Director to fail to qualify as a "disinterested person" within the meaning of   
Rule 16b-3, (iii) provisions relating to the amount and price of securities to  
be awarded and the timing of awards under the Director Plan will not be amended 
more than once every six months, other than to comport with changes in the Code,
the Employment Retirement Income Security Act, or the rules promulgated         
thereunder, and (iv) no amendment or termination will adversely affect any      
outstanding award without the consent of the Director holding such award.       

OTHER PROVISIONS                                                                

No Option Rights may be granted under the Directors Plan more than ten
years after the date of approval of the Directors Plan by the Company's         
stockholders.                                                                   

FEDERAL INCOME TAX CONSEQUENCES                                                 

     Nonqualified stock options granted under the Directors' Plan do not qualify
as "incentive stock options" and will not qualify for any special tax benefits  
to the optionee. An optionee generally will not recognize any taxable income at 
the time he or she is granted a nonqualified option. However, upon its exercise,
the optionee will recognize ordinary income for federal income tax purposes     
measured by the excess of the then fair market value of the shares over the     
exercise price. The income realized by the optionee will be subject to income   
and other employee withholding taxes. The optionee's basis for determination of 
gain or loss upon the subsequent disposition of shares acquired upon the        
exercise of a nonqualified stock option will be the amount paid for such shares 
plus any ordinary income recognized as a result of the exercise of such option. 
Upon disposition of any shares acquired pursuant to the exercise of a           
nonqualified                                                                    

71

DEFM14A
80th Page of 235
TOC
1st
Previous
Next
Bottom
Just 80th

stock option, the difference between the sale price and the optionee's basis in 
the shares will be treated as a capital gain or loss and generally will be      
characterized as long-term capital gain or loss if the shares have been held for
more than one year at their disposition. In general, there will be no federal   
income tax deduction allowed to the Company upon the grant or termination of a  
nonqualified stock option or a sale or disposition of the shares acquired upon  
the exercise of a nonqualified stock option. However, upon the exercise of a    
nonqualified stock option, the Company will be entitled to a deduction for      
federal income tax purposes equal to the amount of ordinary income that an      
optionee is required to recognize as a result of the exercise, provided that the
deduction is not otherwise disallowed under the Code.                           

To the extent that an optionee recognizes ordinary income in the      
circumstance described above, the Company will be entitled to a corresponding   
deduction provided that, among other things, the income meets the test of       
reasonableness, is an ordinary and necessary business expense and is not an     
"excess parachute payment" within the meaning of Section 280G of the Code.      

VOTE REQUIRED                                                                   

  Approval and ratification of the 1999 Stock Option Plan for Non-Employee
Directors requires the affirmative vote of the holders of a majority of the     
voting shares present at the Meeting, in person or by proxy.                    

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL AND     
RATIFICATION OF THE 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS     

PROPOSAL VI. RATIFICATION OF ISRAELOFF, TRATTNER & CO., P.C.

 The Company's Board of Directors has re-appointed Israeloff, Trattner &
Co., P.C. to continue as independent auditors for the Company for the fiscal    
year ending August 31, 2000, subject to ratification of such appointment by the 
stockholders. Representatives of Israeloff, Trattner & Co., P.C. are expected to
attend the Annual Meeting. They will be given an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate         
questions from stockholders present at the Annual Meeting.                      

     UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD WILL BE VOTED "FOR" RATIFICATION OF THE APPOINTMENT OF ISRAELOFF, TRATTNER 
& CO., P.C. AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR      
ENDING AUGUST 31, 2000.                                                         

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
 APPOINTMENT OF ISRAELOFF, TRATTNER & CO., P.C. AS THE INDEPENDENT AUDITORS OF
THE COMPANY.  

72

DEFM14A
81st Page of 235
TOC
1st
Previous
Next
Bottom
Just 81st

 INDEPENDENT ACCOUNTANTS

From September 2, 1997, until March, 1999, the Company's accountant's 
were Elliot Tulk Pryce Anderson ("Elliot Tulk"), 750 W. Pender, Suite 1101      
Vancouver, B.C. V6C2T8. During this period of time, the Company's stock was     
traded on the Vancouver Stock Exchange and the Company was required to have     
its financial statements audited in accordance with Canadian accounting         
principles. The Company voluntarily delisted its stock on the Vancouver Stock   
Exchange on March 15, 1999 and terminated the services of Elliot Tulk. This     
action was approved by the Company's Board of Directors.                        

 Elliot Tulk's report on the financial statements for each of the fiscal
years ending August 31, 1998 and August 31, 1997 did not contain an adverse     
opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit  
scope, or accounting principles. There were no disagreements with Elliot Tulk on
any matter of accounting principles or practices, financial statement           
disclosure, or auditing scope or procedure.                                     

    The Company then retained Kelly & Company, 3931 MacArthur Boulevard, Suite
205, Newport Beach, California 92660 to re-audit the Company's financial        
statements for fiscal years ending August 31, 1998 and August 31, 1997 in       
accordance with United States Generally Accepted Accounting Principles. The     
Company subsequently terminated the services of Kelly & Company as their        
auditors. This action was approved by the Company's Board of Directors.         

     Kelly & Company's report on the financial statements for each of the fiscal
years ending August 31, 1998 and August 31, 1997 did not contain an adverse     
opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit  
scope, or accounting principles. There were no disagreements with Kelly &       
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.                                     

  On October 7, 1999, the Company engaged the firm of Israeloff Trattner &
Co., P.C., 11 Sunrise Plaza, Valley Stream, New York 11580 as principal         
accountants to audit the Company's financial statements. The Company did not    
consult Israeloff Trattner & Co., P.C., on any matter required to be reported in
this Item.                                                                      

 STOCKHOLDER PROPOSALS

 To be considered for inclusion in our proxy statement and form of proxy
relating to the Annual Meeting of Stockholders to be held in 2001 a stockholder 
proposal must be received by the Corporate Secretary at the AcuBid's principal  
executive offices not later than December 28, 2000. Any such proposal will be   
subject to Rules and Regulations under the Securities Exchange Act of 1934, as  
amended.                                                                        

Our Bylaws provide an advance notice procedure for a stockholder to   
properly bring business before an annual meeting. The stockholder must give     
written advance notice to the Corporate Secretary not less than ninety (90) days
before the date originally fixed for such meeting; provided, however, that in   
the event that less than one hundred (100) days notice or prior public          
disclosure of the date of the meeting is given or made to stockholders, to be   
timely notice by the stockholder must be received not later than the close of   
business on the tenth (10th) day following the date on which our notice to      
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the                       

73

DEFM14A
82nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 82nd

stockholder's name and address, as they appear on our records of stockholders, a
brief description of the proposed business, the reason for conducting such      
business at the annual meeting, the class and number of shares of common stock  
that are beneficially owned by such stockholder and any material interest of    
such stockholder in the proposed business.                                      

OTHER BUSINESS

 The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the accompanying    
Notice of Annual Meeting of Stockholders. If, however, other matters are        
properly introduced, the persons named in the accompanying proxy will vote the  
shares they represent in accordance with their best judgment.                   

                    By Order of the Board of Directors

         /s/ Michael A. Schaffer
                    ----------------------------------
     Michael A. Schaffer
           CHAIRMAN OF THE BOARD AND
         CHIEF EXECUTIVE OFFICER

Carlsbad, California                                                            
May 3, 2000                                                                     

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
 RETURN THE ACCOMPANYING PROXY CARD IN THE
 ENCLOSED POSTAGE-PAID ENVELOPE.

74

DEFM14A
83rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 83rd

   INDEX TO FINANCIAL STATEMENTS
 OF ACUBID

                                                        [Enlarge/Download Table]

                                                                                              
Financial Statements as of February 29, 2000 and the                                          
     six months ended February 29, 2000 and February 28, 1999 (unaudited)                     
     Condensed Balance Sheet as of                                                            
          August 31, 1999 and February 29, 2000 ..........................................F-1 
     Condensed Statements of Operations For                                                   
          the Six Months Ended February 29, 2000 and February 28, 1999 ...................F-2 
     Condensed Statements of Shareholders' Equity                                             
          for the Six Months ended February 29, 2000 .....................................F-3 
     Condensed Statements of Cash Flows For the Six                                           
          Months Ended February 29, 2000 and February 28, 1999............................F-4 
     Notes to Condensed Financial Statements..............................................F-6 

Financial Statements as of August 31, 1999 and for the two                                    
     years then ended                                                                         
     Reports of Independent Auditors......................................................F-15
     Balance Sheet as of August 31, 1999..................................................F-17
     Statements of Operations For the Years Ended August 31, 1999 and 1998 ...............F-18
     Statements of Shareholders' Equity                                                       
          For the Years Ended August 31, 1999 and 1998....................................F-19
     Statements of Cash Flows For the Years Ended August 31, 1999 and 1998................F-20
     Notes to Financial Statements                                                            
          For the Years Ended August 31, 1999 and 1998....................................F-22

DEFM14A
84th Page of 235
TOC
1st
Previous
Next
Bottom
Just 84th

ACUBID.COM INC. 

CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

DEFM14A
85th Page of 235
TOC
1st
Previous
Next
Bottom
Just 85th

 ACUBID.COM INC.

 CONDENSED BALANCE SHEET

 FEBRUARY 29, 2000 AND AUGUST 31, 1999

ASSETS

                                                        [Enlarge/Download Table]


                                                                                  February 29,    August 31, 
                                                                                    2000             1999    
                                                                                 ------------     ---------- 
                                                                                 (Unaudited)                 
                                                                                                             
CURRENT ASSETS                                                                                               
     Cash and cash equivalents (Note 1)                                            $    192,101   $4,093,919 
     Short-term investments (Note 1)                                                  3,094,465          -   
     Inventory (Note 1)                                                                 213,389      188,953 
     Prepaid expenses and other                                                          71,768       60,000 
     Due from officers and directors                                                     42,000          -   
                                                                                   ------------   ---------- 
              Total current assets                                                    3,613,723    4,342,872 

PROPERTY AND EQUIPMENT, net of accumulated                                                                   
     depreciation (Note 1)                                                              200,842      196,487 

OTHER ASSETS                                                                             13,268       14,742 
                                                                                   ------------   ---------- 

              TOTAL ASSETS                                                         $  3,827,833   $4,554,101 
                                                                                   ============   ========== 

                                       LIABILITIES AND SHAREHOLDERS' EQUITY                                  

CURRENT LIABILITIES                                                                                          

    Accounts payable                                                               $     45,536   $  121,602 
    Accrued liabilities (Note 1)                                                         44,610       88,962 
    Due to related parties                                                               13,290       13,290 
                                                                                   ------------   ---------- 

        Total current liabilities                                                       103,436      223,854 
                                                                                   ------------   ---------- 

OTHER PAYABLE (Note 4)                                                                      -         53,437 
                                                                                   ------------   ---------- 

COMMITMENTS AND CONTINGENCIES (Note 2)                                                                       

6% REDEEMABLE cumulative convertible preferred stock; par value $.001;                                       
     10,000,000 shares authorized; no shares issued and outstanding at February                              
     29, 2000, 3,800,000 Series A shares issued                                                              
     and outstanding at August 31, 1999 (Note 2)                                            -      3,800,000 
                                                                                   ------------   ---------- 

SHAREHOLDERS' EQUITY (Notes 2, 3 and 4) Common stock; par value of $0.001 per                                
     share; 50,000,000 shares authorized; 8,778,160 and 5,738,151 shares issued                              
     and outstanding at February 29, 2000 and August 31, 1999, respectively               8,780        5,739 
        Additional paid-in capital                                                   13,552,718    9,300,786 
        Accumulated deficit                                                          (9,837,101)  (8,829,715)
                                                                                   ------------   ---------- 
          Total shareholders' equity                                                  3,724,397      476,810 
                                                                                   ------------   ---------- 

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $  3,827,833   $4,554,101 
                                                                                   ============   ========== 

See accompanying notes to financial statements

 F-1

DEFM14A
86th Page of 235
TOC
1st
Previous
Next
Bottom
Just 86th

 ACUBID.COM INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                             Six Months Ended          
                                                              February 29/28,          
                                                       ------------------------------- 
                                                          2000              1999       
                                                       -------------     ------------- 

                                                                                       
Revenues                                               $      17,464     $           - 
Cost of revenues                                              95,829                 - 
                                                       -------------     ------------- 

     Gross profit (loss)                                     (78,365)                - 
                                                       -------------     ------------- 

Operating Costs and Expenses                                                           
     Selling, general and administrative,                                              
         excluding depreciation, including                                             
         $232,000 and $225,000 in the form of                                          
         common stock issued to employees and others                                   
         for services provided in the six and three                                    
         month periods ended February 29, 2000,                                        
         respectively                                        957,824            53,758 
     Depreciation                                             45,204               926 
                                                       -------------     --------------

         Total operating costs and expenses                1,003,028            54,684 
                                                       -------------     --------------

         Loss from Operations                             (1,081,393)          (54,684)
                                                       -------------     --------------

Other Income                                                                           
     Interest and dividend income                             74,007               199 
                                                       -------------    ---------------

         Total other expenses (income)                        74,007               199 
                                                       -------------    ---------------

         Loss before provision for income taxes           (1,007,386)          (54,485)

Provision for income taxes                                        -                 -  
                                                       -------------     --------------
         Net loss                                         (1,007,386)          (54,485)

Distribution to converting preferred                                                   
     shareholders in form of common stock                    788,960               -   
                                                       -------------    ---------------

         Net loss applicable to common                                                 
              shareholders                            $   (1,796,346)   $      (54,485)
                                                      ==============    ============== 

Net loss applicable to common shares -                                                 
     basic and diluted                                                                 

     Net loss                                         $        (0.31)   $        (0.01)
                                                      ==============    ============== 

     Weight average number of common shares                5,827,358         2,639,301 
                                                      ==============    ============== 

 See accompanying notes to financial statements.

 F-2

DEFM14A
87th Page of 235
TOC
1st
Previous
Next
Bottom
Just 87th

 ACUBID.COM INC.

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2000

 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                         Common Stock                                                  
                                  --------------------------    Additional                             
                                                                 Paid-In     Accumulated               
                                   Shares            Amount      Capital        Deficit       Total    
                                  ---------         --------  ------------   -----------   ----------- 
                                                                                                       
Balance, September 1, 1999        5,738,151          $5,739   $  9,300,786   $(8,829,715)  $   476,810 

Net loss for the period                 -               -              -      (1,007,386)   (1,007,386)

Settlement of liabilities by the                                                                       
     issuance of common stock        57,739              58         60,879           -          60,937 

Issuance of shares of common                                                                           
     stock for services              88,500              89        224,947           -         225,036 

Preferred stock dividends               -               -          (54,250)          -         (54,250)

Exchange of series A preferred                                                                         
     shares for common stock      2,893,770           2,894      4,020,356           -       4,023,250 
                                  ---------          ------   ------------   -----------   ----------- 

Balance, February 29, 2000                                                                             
     (Unaudited)                  8,778,160          $8,780   $ 13,552,718   $(9,837,101)  $ 3,724,397 
                                  ==========         =======  =============  ===========   =========== 

 See accompanying notes to financial statements.

 F-3

DEFM14A
88th Page of 235
TOC
1st
Previous
Next
Bottom
Just 88th

 ACUBID.COM INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                   February 29/28            
                                                         ----------------------------------- 
                                                              2000                1999       
                                                         ---------------    ---------------- 
                                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES                                                         

     Net loss                                            $    (1,007,386)   $        (54,485)
                                                           -------------       ------------- 
     Adjustments to reconcile net loss to net cash                                           
         provided by operating activities:                                                   
              Depreciation                                        45,204                 926 
              Shares issued for services                         232,536                  -  
              Changes in assets and liabilities:                                             
                  Inventory                                      (24,436)                 -  
                  Prepaid expenses and other                     (11,768)                 -  
                  Accounts payable                               (76,066)                 -  
                  Accrued liabilities                            (25,352)                 -  
                  Due from (to) related parties                  (42,000)                 -  
                  Other                                            1,474               3,606 
                                                           -------------       ------------- 

                  Total adjustments                               99,592               4,532 
                                                           -------------       ------------- 

                  Net cash used in operating activities         (907,794)            (49,953)
                                                           -------------       ------------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                         

     Payments for property and equipment                         (49,559)                 -  
     Increase in short-term investments                       (3,094,465)                 -  
                                                           -------------       ------------- 

                  Cash used in investing activities           (3,144,024)                 -  
                                                           -------------       ------------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                         

     Proceeds from notes payable                                      -                5,827 
     Proceeds from issuance of redeemable preferred                                          
         stock in a private placement                            150,000                  -  
     Increase in due to related parties                               -               35,123 
                                                           -------------       ------------- 

                  Cash provided by financing activities          150,000              40,950 
                                                           -------------       ------------- 

NET DECREASE IN CASH AND CASH EQUIVALENT                      (3,901,818)             (9,003)

CASH AND CASH EQUIVALENTS - beginning                          4,093,919               9,871 
                                                           -------------       ------------- 

CASH AND CASH EQUIVALENTS - end                            $     192,101       $         868 
                                                           =============       ============= 

 See accompanying notes to financial statements.

 F-4

DEFM14A
89th Page of 235
TOC
1st
Previous
Next
Bottom
Just 89th

 ACUBID.COM INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                        [Enlarge/Download Table]


                                                                                      February 29/28           
                                                                            -----------------------------------

                                                                                 2000                1999      
                                                                            ---------------    ----------------

Cash paid during the period for:                                                                               

                                                                                                               
     Interest                                                               $            -     $             - 
     Income taxes                                                           $            -     $             - 

      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES                                     

Common stock issued for settlement of liabilities:                                                             

     Common stock                                                           $        53,385                  - 
     Additional paid in capital                                             $            52                  - 
     Long-term liability                                                    $        53,437                  - 

Common stock issued in exchange for preferred                                                                  
     stock and accrued dividends                                            $     4,023,250                  - 

 See accompanying notes to financial statements.

 F-5

DEFM14A
90th Page of 235
TOC
1st
Previous
Next
Bottom
Just 90th

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

DESCRIPTION OF COMPANY'S BUSINESS                                 

    AcuBid.Com, Inc. (formerly International AcuVision Systems, Inc.) (the
       "Company") was formed in Canada in 1983. It was subsequently incorporated
       under the laws of the state of Delaware in September 1993. Through August
    31, 1998, the Company was in the business of developing, marketing and
   selling vision training equipment (the "AcuVision Product Line"). The
      Company owns a patent regarding the above equipment and software and has
expensed all costs in developing the patent and prototypes.       

Subsequent to August 31, 1999, management made a determination to 
substantively discontinue the Company's AcuVision Product Line. In
addition, during fiscal 1999, the Company changed its name from   
       International AcuVision Systems, Inc. to AcuBid.Com Inc. and expanded its
   business objective to include the development of a premier website to
     facilitate the buying and selling of high-end collectibles. The Company
    has started to accumulate an inventory of rare and hard to find items,
which it has begun to auction to the public over its website. In  
   addition, the Company has developed and implemented the technological
       requirements needed to act as a broker to provide a venue for sellers and
      dealers to display their collectibles to potential purchasers throughout
the world via the AcuBid.Com website.                             

BASIS OF PRESENTATION                                             

 In the opinion of the Company, the accompanying unaudited condensed
     financial statements contain all adjustments (consisting of only normal
  recurring adjustments, except as noted elsewhere in the notes to the
       condensed financial statements) necessary to present fairly its financial
    position as of February 29, 2000 and the results of its operations and
 cash flows for the three and six months ended February 29, 2000 and
    February 28, 1999. These statements are condensed and therefore do not
include all of the information and footnotes required by generally
   accepted accounting principles for complete financial statements. The
       statements should be read in conjunction with the financial statement and
      footnotes included in the Company's annual report on Form 10-KSB for the
     year ended August 31, 1999. The results of operations for the three and
      six months ended February 29, 2000 are not necessarily indicative of the
results to be expected for the full year.                         

REVENUE RECOGNITION                                               

      Revenues derived from placement fees charged for the listing of items on
  the Company's on-line auction site, and success fees calculated as a
   percentage of the final sales transaction value are recognized at the
time an item is listed, while those related to success fees are   
recognized at the time the auction is successfully concluded.     

PRODUCT DEVELOPMENT COSTS                                         

   Product development costs include expenses incurred by the Company to
  develop, enhance, manage, monitor and operate the Company's website.
Product development costs are expensed as incurred.               

CASH AND CASH EQUIVALENTS                                         

     Cash and cash equivalents include short-term, highly liquid investments
  with original maturities of three months or less. The Company has no
requirements for compensating balances. At February 29, 2000, cash
      balances in excess of federally insured limits amounted to approximately
$92,000.                                                          

 F-6

DEFM14A
91st Page of 235
TOC
1st
Previous
Next
Bottom
Just 91st

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                   

MARKETABLE SECURITIES                                             

 Approximately $3,094,000 is maintained in a liquid asset management
       account which invests primarily in investment grade short-term commercial
paper, corporate bonds and taxable auction rate notes.            

       The Company accounts for its marketable securities in accordance with the
provisions of Statement of Financial Accounting Standards No. 115 
      "Accounting for Certain Investments in Debt and Equity Securities" (SFAS
   115). The Company has classified all investment securities as trading
     securities which are measured at fair value in the financial statements
     with unrealized gains and losses included in results of operations. Net
     unrealized holding gains of approximately $10,129 have been included in
   results of operations for the six months ended February 29, 2000. All
    investment securities have a maturity date which is less than one year
from February 29, 2000.                                           

INVENTORY                                                         

   Inventory, consisting of sports memorabilia and other collectibles is
    stated at the lower of cost or market. Inventory cost is determined by
using the first-in, first-out method. Substantially all inventory 
consists of goods held for sale. The Company's management monitors
       inventory for slow moving items and makes necessary valuation adjustments
     when required. During the six and three months ended February 29, 2000,
      the Company recorded valuation adjustments of approximately $83,000 with
respect to such items.                                            

PROPERTY AND EQUIPMENT                                            

       Property and equipment are recorded at cost and are depreciated using the
     straight-line method over the expected lives, which range from three to
     five years. Expenditures for normal maintenance and repairs are charged
     to operations. Renewals and betterments that materially extend the life
of the assets are capitalized.                                    

IMPAIRMENT OF LONG-LIVED ASSETS                                   

  The Company evaluates its long-lived assets for potential impairment
     whenever circumstances indicate that the carrying amount of an asset is
    not recoverable. The estimated undiscounted cash flows associated with
the assets are compared to the carrying amounts to determine if a 
   write-down to fair value is required. The Company has determined that
there was no such impairment present at February 29, 2000.        

INCOME TAXES                                                      

  The Company accounts for current and deferred income taxes using the
     liability method. Under this method deferred income tax liabilities and
       assets are computed based on the tax liability or benefit in future years
      of the reversal of temporary differences in the recognition of income or
     deduction of expenses between financial and tax reporting. Deferred tax
      assets and/or liabilities are classified as current and noncurrent based
   on the classification of the related asset or liability for financial
     reporting purposes, or based on the expected reversal date for deferred
       taxes that are not related to an asset or liability. Valuation allowances
 are established when necessary to reduce deferred tax assets to the
amount expected to be realized.                                   

 F-7

DEFM14A
92nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 92nd

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                   

FAIR VALUE OF FINANCIAL INSTRUMENTS                               

   The Company accounts for the value of financial instruments using the
fair value method.                                                

     The estimated fair value amounts of all financial instruments have been
determined by the Company using available market information and  
 appropriate valuation methodologies. Fair value is described as the
amount at which the instrument could be exchanged in a current    
  transaction between informed willing parties, other than in a forced
    liquidation. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value.  
Accordingly, the estimates presented herein are not necessarily   
  indicative of the amount that the Company could realize in a current
market exchange. The use of different market assumptions and/or   
     estimation methodologies may have material effect on the estimated fair
      value amounts. The Company is not a party to any derivative instruments.
    The Company does not have any off balance sheet financial instruments.

The following methods and assumptions were used by the Company in 
estimating fair value disclosures for financial instruments:      

       Cash and equivalents, accounts receivable, inventory, other
       current assets, accounts payable, and certain other current
              liability amounts are reported in the balance sheet at approximate
             fair value due to the short-term maturities of these instruments.

USE OF ESTIMATES                                                  

  The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities
    and disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
 during the reporting period. Actual results could differ from those
estimates.                                                        

STOCK-BASED COMPENSATION                                          

      Statement of Financial Accounting Standards ("SFAS") No. 123, ACCOUNTING
 FOR STOCK-BASED COMPENSATION, established accounting and disclosure
requirements using a fair-value-based method of accounting for    
     stock-based employee compensation plans. SFAS No. 123 allows the use of
      Accounting Principles Board Opinion ("APB") No. 25, ACCOUNTING FOR STOCK
       ISSUED TO EMPLOYEES, which is the intrinsic value method of accounting as
       described below, for options granted to employees, provided the pro forma
discloses requirements of SFAS No. 123 are adopted.               

   The Company accounts for stock-based compensation using the intrinsic
value method prescribed in APB No. 25. Compensation cost for stock
 options granted employees, if any, is measured as the excess of the
      quoted market price of the Company's stock at the date of grant over the
   amount an employee must pay to acquire the stock. Restricted stock is
       recorded as compensation cost over the requisite vesting periods based on
       the market value on the date of grant. The Company accounts for stock and
      stock options issued and granted to non-employees in accordance with the
      provisions of SFAS No. 123 and records compensation as the fair value of
the underlying security issued.                                   

F-8 

DEFM14A
93rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 93rd

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                   

COMMON SHARES AND PER SHARE AMOUNTS                               

    In March 1999, the Company effected a one-for-two reverse stock split.
       All common shares and per share amounts have been adjusted to give effect
to that stock split.                                              

LOSS PER COMMON SHARE                                             

   The Company adopted the Financial Accounting Standards Board SFAS No.
 128, EARNINGS PER SHARE. This pronouncement replaced the previously
   reported primary and fully dilutive earnings per share with basic and
      diluted earnings per share. Loss per common share has been calculated in
      accordance with the requirements of this statement for the six and three
month periods February 29, 2000 and February 28, 1999.            

   Basic loss per share is computed by dividing loss available to common
      shareholders by the weighted average number of common shares outstanding
      for the year. Diluted earnings per share reflects the potential dilution
  that could occur if dilutive securities and other contracts to issue
       common stock were exercised or converted into common stock or resulted in
      the issuance of common stock that then shared in the Company's earnings.
Diluted loss per share does not consider the potentially dilutive 
securities on an "as if converted" basis, as the effect of their  
inclusion would be anti-dilutive.                                 

ADVERTISING COSTS                                                 

Advertising costs are charged to operations as they are incurred. 

2.     PRIVATE PLACEMENT OF 6% CUMULATIVE CONVERTIBLE REDEEMABLE                
PREFERRED STOCK                                                   

       In July 1999, the Company initiated a private placement to sell 400 units
at $10,000 per unit. Each unit consisted of 10,000 shares of 6%   
   cumulative convertible preferred stock and warrants to purchase 5,000
shares of the Company's common stock. Dividends are payable       
  semi-annually. Each preferred share was convertible into .666 common
     shares in the first year, .4 shares in the second year, and .285 shares
  thereafter. No preferred shares could utilize the conversion feature
     until six months after the offering had been concluded. The warrants to
    purchase common shares are exercisable at $2.00 per share in the first
      year and $3.00 per share thereafter. The warrants expire five years from
      the date of issue. The Company raised approximately $3,950,000 from this
  offering, of which $3,800,000 had been subscribed and received as of
   August 31, 1999 and $150,000 was received during the six months ended
  February 29, 2000. Pursuant to the terms of the preferred stock, the
     Company was not permitted to declare or pay any dividends on its common
stock unless all preferred dividends due have been paid.          

In January 2000, the Company commenced an exchange offer with its 
       preferred share-holders. Pursuant thereto, the Company agreed to exchange
      each outstanding preferred share for common stock in the ratio set forth
    in the preferred stock purchase agreement, .666 common shares for each
outstanding preferred share. Additionally, as an incentive to the 
       preferred shareholders, the Company agreed to issue one additional common
share for every 10 common shares issued in the exchange.          

    As of February 29, 2000, all 3,950,000 preferred shares which had been
     outstanding were exchanged, which resulted in the issuance of 2,893,770
       common shares. The number of shares issued as "incentive" shares amounted
       to 263,070. For accounting purposes, these shares have been recorded as a
      distribution to the preferred shareholders (net of accrued dividends due
the preferred shareholders which were cancelled in connection with
exchange offer).                                                  

F-9 

DEFM14A
94th Page of 235
TOC
1st
Previous
Next
Bottom
Just 94th

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

3.     STOCKHOLDERS' EQUITY                                                     

COMMON SHARES ISSUED FOR SETTLEMENT OF DEBT                       

       During the six months ended February 29, 2000, the Company issued 104,500
  shares of its common stock for services provided to the Company. The
     shares were valued at the market value of the Company's common stock on
the date that they were issued.                                   

      In October 1999, the Company agreed to issue a total of 41,739 shares of
its common stock to a consultant as settlement of an amount due.  

WARRANTS                                                          

In November 1997, the Company issued debentures with detachable,  
      non-transferable warrants to purchase 87,500 shares of its common stock.
    These warrants were immediately exercisable on issuance and expired in
November 1999.                                                    

       The Company issued 1,975,000 common stock purchase warrants in connection
      with the issuance of its 6% convertible redeemable preferred stock (Note
      2). The warrants, which expire five years from the date of the preferred
       stock offering, can be exercised commencing six months after the offering
       for a period of twelve months for $2.00 per share. Thereafter, until they
expire, the warrants can be exercised for $3.00 per share.        

The following summarizes information about warrants granted and   
 outstanding at February 29, 2000 and February 28, 1999, and changes
during each of the related six month periods.                     

                                                        [Enlarge/Download Table]


                                                      Six Months Ended                           
                                                       February 29/28,                           
                            ---------------------------------------------------------------------
                                          2000                                 1999              
                            ---------------------------------------------------------------------

                                                 Weighted                              Weighted  
                                                  Average                               Average  
                                                 Exercise                              Exercise  
                               Warrants            Price            Warrants             Price   
                            --------------       ----------       --------------      -----------
                                                                                                 
Outstanding,                                                                                     
    beginning of period          1,935,000        $   1.97               100,000       $     1.18
         Granted                    75,000            2.00                87,500             0.56
         Exercised                      -                -                    -                - 
         Cancelled/expired         (35,000)              -                    -                - 
                            --------------          -------       --------------          -------
Outstanding, end of period       1,975,000        $    2.00              187,500       $     0.89
                            ==============          =======       ==============          =======

4.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS                                 

STOCK OPTIONS                                                     

   The Company granted options to purchase shares of its common stock as
   indicated below. The options were fully vested on the dates of grant.

      During 1999, the Company granted options to certain employees, directors
    and consultants to purchase 735,000 shares of common stock at exercise
     prices ranging from $.45 to $2.50 per share. The options expire between
    two and three years from the time of the grant. As of August 31, 1999,
      100,000 options had been exercised. No options were exercised during the
six months ended February 29, 2000.                               

F-10

DEFM14A
95th Page of 235
TOC
1st
Previous
Next
Bottom
Just 95th

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

4.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

STOCK OPTIONS (CONTINUED)                                         

  The following summarizes information about stock options granted and
 outstanding at February 29, 2000 and February 28, 1999, and changes
during each of the related six month periods.                     

                                                        [Enlarge/Download Table]

                                                     Six Months Ended                          
                                                      February 29/28,                          
                            -------------------------------------------------------------------
                                         2000                                 1999             
                            -------------------------------------------------------------------
                                                Weighted                              Weighted 
                                                 Average                               Average 
                                                Exercise                              Exercise 
                               Options            Price             Options             Price  
                            -------------       ----------        -------------     -----------
                                                                                               
Outstanding,                                                                                   
    beginning of period           635,000        $     .75                   -        $      - 
         Granted                   50,000             1.44                   -               - 
         Exercised                     -                -                    -               - 
         Cancelled/expired         65,000             2.88                   -               - 
                            -------------          -------        -------------          ------

Outstanding, end of period        620,000        $    0.58                   -        $      - 
                            =============          =======        =============          ======

INCENTIVE EQUITY PLANS                                            

    During August 1999, the Company adopted its 1999 Incentive Equity Plan
("Incentive Plan") and the 1999 Stock Option Plan for Non-Employee
Directors ("Directors Plan").                                     

     Officers, including officers who are members of the Board of Directors,
       and other key employees of and consultants to the Company may be selected
by the Committee to receive benefits under the Incentive Plan.    

      The Incentive Plan authorizes the granting of options to purchase shares
of common stock ("Option Rights"), stock appreciation rights      
("Appreciation Rights"), restricted shares ("Restricted Shares"), 
   deferred shares ("Deferred Shares"), performance shares ("Performance
Shares") and performance units ("Performance Units").             

    Subject to adjustment as provided in the Incentive Plan, the number of
       shares of common stock that may be issued or transferred, plus the amount
       of shares of common stock covered by outstanding awards granted under the
     Incentive plan, shall not in the aggregate exceed 1,500,000 shares. The
       number of Performance Units granted under the Incentive plan shall not in
the aggregate exceed 100,000. The number of shares of common stock
     granted under the Incentive Plan to any individual in any calendar year
   shall not in the aggregate exceed 100,000. As of February 29, 2000 no
options have been granted pursuant to the incentive equity plans. 

F-11

DEFM14A
96th Page of 235
TOC
1st
Previous
Next
Bottom
Just 96th

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

4.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

OPTION RIGHTS                                                     

       The Company may grant Option Rights that entitle the optionee to purchase
   shares of common stock at a price less than, equal to or greater than
market value on the date of grant.                                

       The exercise price for nonqualified stock options granted may not be less
     than 85% of the fair market value per share of common stock on the date
 of grant. The exercise price for ISOs may not be less than the fair
     market value per share of common stock on the date, and ISOs granted to
     persons owning more than 10% of the Company's voting stock must have an
     exercise price of not less than 110% of the fair market value per share
of common stock on the date of grant. All options granted must be 
     exercised within ten years of grant, except that ISOs granted to 10% or
 more stockholders must be exercised within five years of grant. The
   aggregate market value (as determined as of the date of grant) of the
     common stock for which any optionee may be awarded ISOs which are first
  exercisable by such optionee during any calendar year may not exceed
$100,000.                                                         

APPRECIATION RIGHTS                                               

Appreciation Rights granted under the Incentive Plan may be either
    free-standing or granted in tandem with Option Rights. An Appreciation
   Right represents the right to receive from the Company the difference
("Spread"), or a percentage thereof not in excess of 100 percent, 
between the base price per share of common stock in the case of a 
  free-standing Appreciation Right, or the option price of the related
Option Right in the case of a tandem Appreciation Right, and the  
market value of the common stock on the date of exercise of the   
  Appreciation Right. Tandem Appreciation Rights may only be exercised
   at a time when the related Option Right is exercisable and the Spread
   is positive, and the exercise of a tandem Appreciation Right requires
the surrender of the related Option Right for cancellation.       

  A free-standing Appreciation Right must have a base price that is at
    least equal to the fair market value of a share of common stock on the
  date of grant must specify certain other criteria that are necessary
before the Appreciation Right becomes exercisable and may not be  
exercised more than 10 years from the date of grant.              

RESTRICTED SHARES                                                 

  An award of Restricted Shares involves the immediate transfer by the
     Company to a participant of ownership of a specific number of shares of
      common stock in consideration of the performance of services, or, as and
 to the extent determined by the Company, the achievement of certain
     objectives. The participant is entitled immediately to voting, dividend
and other ownership rights in the shares. The transfer may be made
       without additional consideration from the participant or in consideration
       of a payment by the participant that is less than the market value of the
shares on the date of grant, as the Committee may determine.      

F-12

DEFM14A
97th Page of 235
TOC
1st
Previous
Next
Bottom
Just 97th

 ACUBID.COM INC.

 NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED
 FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

 (UNAUDITED)

4.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

DEFERRED SHARES                                                   

    An award of Deferred Shares constitutes an agreement by the Company to
deliver shares of common stock to the participant in the future in
      consideration of the performance of services, subject to the fulfillment
of such conditions during the deferral period (as defined in the  
Incentive Plan) as the Company may specify.                       

THE DIRECTORS PLAN                                                

     The Directors Plan will be administered by a committee ("Committee") of
   the Board of Directors, consisting of no less than two members of the
    Board. Only members of the Board of Directors who are not employees of
    the Company (each a "Director") will be eligible to participate in the
Directors Plan.                                                   

      Subject to adjustment as described below, the number of shares issued or
   transferred, plus the number of shares covered by outstanding options
      under the Director Plan shall not exceed 250,000 shares of common stock.
Shares of common stock covered by an option, which is cancelled or
      terminated, will again be available to be issued or to be the subject of
a stock option granted under the Directors Plan.                  

   The exercise price of the options granted is equal to the fair market
   value per share of common stock on the date of grant. Options granted
       under the Directors Plan shall become exercisable to the extent of 20% of
      the common shares subject thereto on the Date of Grant and to the extent
     of an additional 20% of the common shares subject thereto after each of
    the first four anniversaries of such date, for so long as the Optionee
continues to serve as a member of the Board.                      

F-13

DEFM14A
98th Page of 235
TOC
1st
Previous
Next
Bottom
Just 98th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

FINANCIAL STATEMENTS

 AND

AUDITORS' REPORT

FOR THE YEAR ENDED AUGUST 31, 1999

F-14

DEFM14A
99th Page of 235
TOC
1st
Previous
Next
Bottom
Just 99th

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders                                      
AcuBid.Com Inc.                                                                 
(formerly International AcuVision Systems, Inc.)                                

We have audited the accompanying balance sheet of AcuBid.Com Inc. (formerly     
International AcuVision Systems, Inc.) as of August 31, 1999, and the related   
statements of operations, shareholders' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the       
Company's management. Our responsibility is to express an opinion on these      
financial statements based on our audit.                                        

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of AcuBid.Com Inc. as of August   
31, 1999, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.              

Valley Stream, New York                          Israeloff, Trattner & Co., P.C.
December 2, 1999                                                                

F-15

DEFM14A
100th Page of 235
TOC
1st
Previous
Next
Bottom
Just 100th

[KELLY & COMPANY LETTERHEAD]
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of                                   
AcuBid.Com, Inc.                                                                

We have audited the accompanying statements of operations, shareholders'        
deficit, and cash flows  of AcuBid.Com, Inc. (a Delaware corporation) for the   
year ended August 31, 1998 that appear in this Form 10 SB/A (SEC file Number    
0-27757). These financial statements are the responsibility of the Company's    
management. Our responsibility is to express an opinion on these financial      
statements based on our audit.                                                  

We conducted our audit in accordance with generally accepted auditing           
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the statements of operations,         
shareholders' deficit, and cash flows are free of material misstatement. An     
audit includes examining, on a test basis, evidence supporting the amounts      
and disclosures in the statements of operations, shareholders' deficit and      
cash flows. An audit also includes assessing the accounting principles used     
and significant estimates made by management, as well as evaluating the         
overall presentation of the statements of operations, shareholders' deficit,    
and cash flows. We believe that our audit of these financial statements         
provides a reasonable basis for our opinion.                                    

In our opinion, the statements of operations, shareholders' deficit, and cash   
flows referred to above present fairly, in all material respects, the results   
of the operations of AcuBid.Com, Inc. for the year ended August 31, 1998, in    
conformity with generally accepted accounting principles.                       

/s/ Kelly & Company                                                             

Kelly & Company                                                                 
Newport Beach, California                                                       
August 12, 1999                                                                 

F-16

DEFM14A
101st Page of 235
TOC
1st
Previous
Next
Bottom
Just 101st

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 BALANCE SHEET

 AUGUST 31, 1999

ASSETS

                                                        [Enlarge/Download Table]

CURRENT ASSETS                                                                                               

                                                                                                             
     Cash and cash equivalents (Note 1)                                         $   4,093,919                
     Inventory (Note 1)                                                               188,953                
     Prepaid expenses                                                                  60,000                
                                                                                -------------                

              Total current assets                                                              $   4,342,872

PROPERTY AND EQUIPMENT, net of accumulated                                                                   
     depreciation (Notes 1 and 2)                                                                     196,487

OTHER ASSETS                                                                                           14,742
                                                                                               --------------

              TOTAL ASSETS                                                                      $   4,554,101
                                                                                                =============

                                       LIABILITIES AND SHAREHOLDERS' EQUITY                                  

CURRENT LIABILITIES                                                                                          

         Accounts payable                                                      $ 121,602                     
         Accrued liabilities                                                      88,962                     
         Due to related parties (Note 3)                                          13,290                     
                                                                                --------                     

                  Total current liabilities                                                     $     223,854

OTHER PAYABLE (Note 6)                                                                                 53,437

COMMITMENTS AND CONTINGENCIES (Note 8)                                                                       

6%       REDEEMABLE CUMULATIVE CONVERTIBLE PREFERRED STOCK; par value $.001;                                 
         10,000,000 shares authorized; 3,800,000 Series A shares issued and                                  
         outstanding (Note 9)                                                                       3,800,000

SHAREHOLDERS' EQUITY (Notes 1, 4, 5, 10 and 11) Common stock; par value of                                   
         $0.001 per share;                                                                                   

              50,000,000 shares authorized, 5,738,151                                                        
              shares issued and outstanding                                        5,739                     
         Additional paid-in capital                                            9,300,786                     
         Accumulated deficit                                                  (8,829,715)                    
                                                                              ----------                     

              Total shareholders' equity                                                              476,810
                                                                                                -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $   4,554,101
                                                                                                =============

 See accompanying notes to financial statements.

F-17

DEFM14A
102nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 102nd

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

                                                        [Enlarge/Download Table]


                                                                  1999           1998   
                                                             -----------      --------- 
                                                                                        
Revenues                                                     $       840   $        -   
Cost of revenues                                                       -            -   
                                                             -----------      --------- 

         Gross profit                                                840            -   
                                                             -----------      --------- 
Operating Costs and Expenses                                                            
  Selling, general and administrative, excluding                                        
    depreciation (including $1,283,745 in 1999 in the                                   
    form of common stock issued and stock options                                       
    granted) (Notes 10 and 11)                                 1,799,364        222,972 
  Depreciation                                                    39,458          6,960 
                                                             -----------      --------- 
       Total operating costs and expenses                      1,838,822        229,932 
                                                             -----------      --------- 

       Loss from Operations                                   (1,837,982)      (229,932)
                                                             -----------      --------- 
Other Expenses (Income)                                                                 
  Interest expense                                                13,211              - 
  Interest income                                                (20,612)          (747)
  Other                                                           (4,575)             - 
                                                             -----------      --------- 
       Total other expenses (income)                             (11,976)          (747)
                                                             -----------      --------- 
       Loss from continuing operations before provision                                 
         for income taxes and extraordinary items             (1,826,006)      (229,185)

Provision for income taxes (Notes 1 and 7)                           800            800 
                                                             -----------      --------- 

       Loss from continuing operations before                                           
         extraordinary items                                 (1,826,806)      (229,985) 

Discontinued Operations (Note 13)                                                       
  Loss from operations                                                -        (43,314) 
                                                             -----------      --------- 
       Loss before extraordinary items                       (1,826,806)      (273,299) 

Extraordinary items                                                                     
  Gain on debt forgiveness                                       72,745              -  
  Loss on extinguishment of debt                               (120,421)             -  
                                                             -----------      --------- 
       Net loss                                              (1,874,482)      (273,299) 

Preferred dividends                                               19,000              - 
                                                             -----------      --------- 
       Net loss applicable to common shareholders            $(1,893,482)     $(273,299)
                                                             ===========      ========= 

Net loss per common share - basic and diluted (Note 12)                                 

  Loss from continuing operations before extraordinary item  $     (0.46)     $   (0.09)

  Loss from discontinued operations                                    -          (0.01)

  Extraordinary items                                              (0.01)             - 
                                                             -----------      --------- 
  Net loss                                                   $     (0.47)     $   (0.10)
                                                             ===========      ========= 

 See accompanying notes to financial statements.

F-18

DEFM14A
103rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 103rd

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

                                                        [Enlarge/Download Table]

                                                                         Additional                              
                                                Common Stock               Paid-in      Accumulated              
                                       ------------------------------                                            
                                         Shares               Amount       Capital         Deficit       Total   
                                       ---------           -----------   -----------    -----------  ----------- 

                                                                                                                 
Balance, September 1, 1997             2,639,301           $     2,640   $ 6,713,103   $(6,681,934)  $    33,809 

Issuance of detachable stock                                                                                     
     purchase warrants                       -                     -          21,250           -          21,250 

Net loss                                     -                     -             -        (273,299)     (273,299)
                                       ---------           -----------   -----------    -----------  ----------- 
Balance, August 31, 1998               2,639,301                 2,640     6,734,353    (6,955,233)     (218,240)

Shares issued in satisfaction of                                                                                 
     debt                                322,100                   322       213,456           -         213,778 

Shares issued in exchange for                                                                                    
     services                            456,000                   456       571,664           -         572,120 
Release of escrowed shares                   -                     -         193,375           -         193,375 

Sale of stock in private placement                                                                               
     offering, net of costs of $4,135  1,110,000                 1,110       494,265           -         495,375 

Exercise of stock purchase                                                                                       
     warrants                          1,162,500                 1,163       530,880           -         532,043 

Exercise of stock options                100,000                   100        44,900           -          45,000 

Options granted on common                                                                                        
     stock to employees and                                                                                      
     directors for services                  -                     -         518,250           -         518,250 

Cancellation of common shares            (51,750)                  (52)           52           -             -   

Forgiveness of debt                          -                     -          18,591           -          18,591 

Net loss                                     -                     -             -      (1,874,482)   (1,874,482)

Preferred dividends                          -                     -         (19,000)          -         (19,000)
                                       ---------           -----------   -----------   -----------   ----------- 
Balance, August 31, 1999               5,738,151           $     5,739   $ 9,300,786   $(8,829,715)  $   476,810 
                                       =========           ===========   ===========   ===========   =========== 

 See accompanying notes to financial statements.

F-19

DEFM14A
104th Page of 235
TOC
1st
Previous
Next
Bottom
Just 104th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

                                                        [Enlarge/Download Table]


                                                                  1999               1998       
                                                             ---------------   ---------------- 

CASH FLOWS FROM OPERATING ACTIVITIES                                                            

                                                                                                
     Net loss                                                $    (1,874,482)  $       (273,299)
                                                               -------------      ------------- 
     Adjustments to reconcile net loss to net cash                                              
         provided by operating activities:                                                      
              Loss from discontinued operations                           -              43,314 
              Depreciation                                            39,458              6,960 
              Amortization of debt discount                           12,000             13,662 
              Shares issued and released from escrow                                            
                  for compensation                                   765,495                 -  
              Options granted for compensation                       518,250                 -  
              Extraordinary gain on debt forgiveness                 (72,745)                -  
              Extraordinary loss on extinguishment of debt           120,421                 -  
              Changes in assets and liabilities:                                                
                  Inventory                                         (188,953)                -  
                  Prepaid expenses and other                         (60,000)             6,459 
                  Accounts payable                                   102,194                 -  
                  Accrued liabilities                                 25,087             19,954 
                  Due to related parties                                (500)            16,400 
                  Other payable                                       53,437                 -  
                                                               -------------      ------------- 

                  Total adjustments                                1,314,144            106,749 
                                                               -------------      ------------- 

                  Cash used in continuing operations                (560,338)          (166,550)

                  Cash provided by discontinued operations             8,045             21,786 
                                                               -------------      ------------- 

                  Net cash used in operating activities             (552,293)          (144,764)
                                                               -------------      ------------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                            

     Payments for property and equipment                            (236,076)                -  
                                                               -------------      ------------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                            

     Proceeds from notes payable from related parties                     -             100,000 
     Payment on note payable from related party                           -              (7,500)
     Proceeds from exercise of warrants                              532,043                 -  
     Proceeds from exercise of options                                45,000                 -  
     Net proceeds from issuance of common stock in                                              
         a private placement                                         495,375                 -  
     Proceeds from issuance of redeemable preferred                                             
         stock in a private placement                              3,800,000                 -  
                                                               -------------      ------------- 

                  Net cash provided by financing activities        4,872,418             92,500 
                                                               -------------      ------------- 

NET INCREASE (DECREASE) IN CASH                                    4,084,049            (52,264)

CASH - beginning                                                       9,870              62,134
                                                               -------------      ------------- 

CASH AND CASH EQUIVALENTS - end                              $     4,093,919   $          9,870 
                                                               =============      ============= 

 See accompanying notes to financial statements.

F-20

DEFM14A
105th Page of 235
TOC
1st
Previous
Next
Bottom
Just 105th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                                [Download Table]


                                     1999              1998      
                                ---------------  ----------------
                                                                 
Cash paid during the year for:                                   

     Interest                   $         1,211  $         12,253
     Income taxes               $           800  $            800

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Common shares issued for settlement of debt:                                    

                                                                [Download Table]

                                          
Accounts payable and accruals  $  (18,357)
Debenture payable              $  (25,000)
Notes payable                  $  (50,000)
Common stock                   $      322 
Additional paid-in capital     $  213,456 

 See accompanying notes to financial statements.

F-21

DEFM14A
106th Page of 235
TOC
1st
Previous
Next
Bottom
Just 106th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

DESCRIPTION OF COMPANY'S BUSINESS                                 

   AcuBid.Com Inc. (formerly International AcuVision Systems, Inc.) (the
       "Company") was formed in Canada in 1983. It was subsequently incorporated
       under the laws of the state of Delaware in September 1993. Through August
    31, 1998, the Company was in the business of developing, marketing and
   selling vision training equipment (the "AcuVision Product Line"). The
      Company owns a patent regarding the above equipment and software and has
expensed all costs in developing the patent and prototypes.       

Subsequent to August 31, 1999, management made a determination to 
substantively discontinue the Company's AcuVision Product Line. In
addition, during fiscal 1999, the Company changed its name from   
       International AcuVision Systems, Inc. to AcuBid.Com Inc. and expanded its
   business objective to include the development of a premier website to
     facilitate the buying and selling of high-end collectibles. The Company
    has started to accumulate an inventory of rare and hard to find items,
which it has begun to auction to the public over its website. In  
   addition, the Company has developed and implemented the technological
       requirements needed to act as a broker to provide a venue for sellers and
      dealers to display their collectibles to potential purchasers throughout
the world via the AcuBid.Com website.                             

REVENUE RECOGNITION                                               

    Revenues are anticipated to be derived from placement fees charged for
     the listing of items and success fees calculated as a percentage of the
       final sales transaction value. Revenues related to placement fees will be
      recognized at the time an item is listed, while those related to success
  fees will be recognized at the time that the auction is successfully
concluded.                                                        

PRODUCT DEVELOPMENT COSTS                                         

   Product development costs include expenses incurred by the Company to
  develop, enhance, manage, monitor and operate the Company's website.
Product development costs are expensed as incurred.               

CASH AND CASH EQUIVALENTS                                         

     Cash and cash equivalents include short-term, highly liquid investments
  with original maturities of three months or less. The Company has no
       requirements for compensating balances. At August 31, 1999, cash balances
in excess of federally insured limits amounted to approximately   
$3,843,000.                                                       

CONCENTRATION OF CREDIT RISK                                      

  For the year ended August 31, 1998, in connection with the AcuVision
Product Line, one customer accounted for 46% of revenues.         

INVENTORY                                                         

   Inventory, consisting of sports memorabilia and other collectibles is
    stated at the lower of cost or market. Inventory cost is determined by
using the first-in, first-out method. Substantially all inventory 
consists of goods held for sale. The Company's management monitors
       inventory for slow moving items and makes necessary valuation adjustments
when required.                                                    

F-22

DEFM14A
107th Page of 235
TOC
1st
Previous
Next
Bottom
Just 107th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                   

PROPERTY AND EQUIPMENT                                            

       Property and equipment are recorded at cost and are depreciated using the
     straight-line method over the expected lives, which range from three to
     five years. Expenditures for normal maintenance and repairs are charged
     to operations. Renewals and betterments that materially extend the life
of the assets are capitalized.                                    

IMPAIRMENT OF LONG-LIVED ASSETS                                   

  The Company evaluates its long-lived assets for potential impairment
     whenever circumstances indicate that the carrying amount of an asset is
    not recoverable. The estimated undiscounted cash flows associated with
the assets are compared to the carrying amounts to determine if a 
   write-down to fair value is required. The Company has determined that
there was no such impairment present at August 31, 1999.          

INCOME TAXES                                                      

  The Company accounts for current and deferred income taxes using the
     liability method. Under this method deferred income tax liabilities and
       assets are computed based on the tax liability or benefit in future years
      of the reversal of temporary differences in the recognition of income or
     deduction of expenses between financial and tax reporting. Deferred tax
      assets and/or liabilities are classified as current and noncurrent based
   on the classification of the related asset or liability for financial
     reporting purposes, or based on the expected reversal date for deferred
       taxes that are not related to an asset or liability. Valuation allowances
 are established when necessary to reduce deferred tax assets to the
amount expected to be realized.                                   

FAIR VALUE OF FINANCIAL INSTRUMENTS                               

   The Company accounts for the value of financial instruments using the
fair value method.                                                

     The estimated fair value amounts of all financial instruments have been
determined by the Company using available market information and  
 appropriate valuation methodologies. Fair value is described as the
amount at which the instrument could be exchanged in a current    
  transaction between informed willing parties, other than in a forced
    liquidation. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value.  
Accordingly, the estimates presented herein are not necessarily   
  indicative of the amount that the Company could realize in a current
market exchange. The use of different market assumptions and/or   
     estimation methodologies may have material effect on the estimated fair
      value amounts. The Company is not a party to any derivative instruments.
    The Company does not have any off balance sheet financial instruments.

The following methods and assumptions were used by the Company in 
estimating fair value disclosures for financial instruments:      

       Cash and equivalents, accounts receivable, inventory, other current
         assets, accounts payable, and certain other current liability amounts
          are reported in the balance sheet at approximate fair value due to the
short-term maturities of these instruments.                 

F-23

DEFM14A
108th Page of 235
TOC
1st
Previous
Next
Bottom
Just 108th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                   

USE OF ESTIMATES                                                  

  The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities
    and disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
 during the reporting period. Actual results could differ from those
estimates.                                                        

STOCK-BASED COMPENSATION                                          

      Statement of Financial Accounting Standards ("SFAS") No. 123, ACCOUNTING
 FOR STOCK-BASED COMPENSATION, established accounting and disclosure
requirements using a fair-value-based method of accounting for    
     stock-based employee compensation plans. SFAS No. 123 allows the use of
      Accounting Principles Board Opinion ("APB") No. 25, ACCOUNTING FOR STOCK
       ISSUED TO EMPLOYEES, which is the intrinsic value method of accounting as
       described below, for options granted to employees, provided the pro forma
discloses requirements of SFAS No. 123 are adopted.               

   The Company accounts for stock-based compensation using the intrinsic
value method prescribed in APB No. 25. Compensation cost for stock
 options granted employees, if any, is measured as the excess of the
      quoted market price of the Company's stock at the date of grant over the
   amount an employee must pay to acquire the stock. Restricted stock is
       recorded as compensation cost over the requisite vesting periods based on
       the market value on the date of grant. The Company accounts for stock and
      stock options issued and granted to non-employees in accordance with the
      provisions of SFAS No. 123 and records compensation as the fair value of
the underlying security issued.                                   

COMMON SHARES AND PER SHARE AMOUNTS                               

    In March 1999, the Company effected a one-for-two reverse stock split.
       All common shares and per share amounts have been adjusted to give effect
to that stock split.                                              

LOSS PER COMMON SHARE                                             

   The Company adopted the Financial Accounting Standards Board SFAS No.
 128, EARNINGS PER SHARE. This pronouncement replaced the previously
   reported primary and fully dilutive earnings per share with basic and
      diluted earnings per share. Loss per common share has been calculated in
    accordance with the requirements of this statement for the years ended
August 31, 1999 and 1998.                                         

   Basic loss per share is computed by dividing loss available to common
      shareholders by the weighted average number of common shares outstanding
      for the year. Diluted earnings per share reflects the potential dilution
  that could occur if dilutive securities and other contracts to issue
       common stock were exercised or converted into common stock or resulted in
      the issuance of common stock that then shared in the Company's earnings.
Diluted loss per share does not consider the potentially dilutive 
securities on an "as if converted" basis, as the effect of their  
inclusion would be anti-dilutive.                                 

ADVERTISING COSTS                                                 

Advertising costs are charged to operations as they are incurred. 
    Advertising expense was $82,153 and $12,725 for the years ended August
31, 1999 and 1998, respectively.                                  

F-24

DEFM14A
109th Page of 235
TOC
1st
Previous
Next
Bottom
Just 109th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

2.     PROPERTY AND EQUIPMENT                                                   

Property and equipment consist of the following:                  

                                                                [Download Table]

                                                  
Computer equipment                        $211,839
Furniture                                   22,990
Office equipment and other                  20,438
                                          --------
                                           255,267
Less:  Accumulated depreciation             58,780
                                          --------
      Total property and equipment, net   $196,487
                                          ========


   Depreciation expense for the years ended August 31, 1999 and 1998 was
$39,458 and $6,960.                                               

3.     DUE TO RELATED PARTIES                                                   

    During the year ended August 31, 1998, the Company leased office space
       and utilized administrative services from an entity owned by two officers
       of the Company. In addition, the Company received advances of $8,000 from
the entity during fiscal year 1998. Total related party rent and  
      administrative expenses charged was $8,400 for the year ended August 31,
     1998. Amounts due to the related party were $13,290 at August 31, 1999.
Such amounts are non-interest bearing with no specific due date.  

4.     DEBENTURES PAYABLE                                                       

   In November 1997, the Company issued debentures totalling $125,000 to
    three individuals for $100,000 in cash and the retirement of a $25,000
 note payable to an officer. The debentures bore interest at 10% per
      annum, payable quarterly commencing on March 1, 1998. Principal payments
began on February 15, 1998 at the greater of 10% of the original  
       principal amount per month or 50% of the gross proceeds received from the
sale of AcuVision products during each month until paid.          

      The debentures were issued with detachable, non-transferable warrants to
       purchase additional shares of the Company's common stock at one share for
each $1.00 Canadian of the principal amount. The warrants were    
  exercisable anytime at $0.40 Canadian per share through November 30,
    1998, and $0.46 Canadian per share through November 30, 1999, at which
time they expire. At the date of the transaction, this represented
    warrants to purchase 87,500 post-split common shares at $0.56 U.S. and
    $0.66 U.S. per share through these respective dates. The proceeds from
     the issuance of the debentures were allocated between the fair value of
       the debentures and the fair value of the warrants, and a related discount
   of $26,250 was recognized. The discount was amortized on an effective
interest method over the life of the debentures.                  

  In March 1999, the Company retired two of the debentures and related
    accrued interest of approximately $78,980 in exchange for the issuance
   of 200,000 shares of its common stock. (See Note 10 for extraordinary
loss recorded in connection with the exchange.) The remaining     
debenture with a principal balance of $67,500 was forgiven by the 
  debenture holder and an extraordinary gain of $72,745, consisting of
principal plus accrued interest, was recognized.                  

F-25

DEFM14A
110th Page of 235
TOC
1st
Previous
Next
Bottom
Just 110th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

5.     NOTE PAYABLE - SHAREHOLDER                                               

     The note payable to a shareholder for $25,000, with an interest rate of
  10% per annum, was collateralized by all assets of the Company, with
   interest payable semi-annually, due July 25, 1998. In March 1999, the
    note and related accrued interest approximating $26,417, was exchanged
for 100,000 shares of the Company's common stock.                 

6.     OTHER PAYABLE                                                            

      In October 1999, the Company agreed to issue a total of 41,739 shares of
its common stock to a consultant as settlement of an amount due.  
Accordingly, the amount due to this consultant of August 31, 1999 
       (calculated based upon the fair value of the related common shares issued
in October 1999) has been presented as a long-term liability in   
accordance with generally accepted accounting principles.         

7.     INCOME TAXES                                                             

The components of the provision for income taxes are as follows:  

                                                                [Download Table]


                                    FOR THE YEARS ENDED AUGUST 31, 
                                    -------------------------------
                                            1999   1998            
                                          ------- ------           
                                                                   
Current income tax expenses:                                       
    Federal                                 $--    $--             
    State                                    800    800            
                                            ----   ----            
                                             800    800            
                                            ----   ----            
Deferred income tax expense (benefit):                             
    Federal                                  --     --             
    State                                    --     --             
                                            ----   ----            
                                             --     --             
                                            ----   ----            
         Total provision for income taxes   $800   $800            
                                            ====   ====            


    Significant components of the Company's deferred income tax assets and
liabilities are as follows:                                       

                                                                [Download Table]


                                                  AUGUST 31,      
                                           -----------------------
                                              1999         1998   
                                           ---------    ----------
                                                                  
Deferred income tax assets:                                       
    Net operating loss carryforward        $ 893,504    $ 306,464 
    Allowance for doubtful accounts            1,992        1,992 
    Other                                        272          272 
                                           ---------    --------- 
         Total deferred income tax asset     895,768      308,728 

    Valuation allowance                     (895,768)    (308,728)
                                           ---------    --------- 
         Net deferred income tax asset     $    --      $    --   
                                           =========    ========= 


F-26

DEFM14A
111th Page of 235
TOC
1st
Previous
Next
Bottom
Just 111th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

7.     INCOME TAXES (CONTINUED)                                                 

   Reconciliation of effective tax rate to the U.S. statutory rate is as
follows:                                                          

                                                                [Download Table]


                             FOR THE YEARS ENDED AUGUST 31,
                             ------------------------------
                                   1999      1998          
                                 --------   ------         
                                                           
Tax expense at U.S. statutory     (34.0)%   (34.0)%        
State tax provision                  --       0.3          
Change in valuation allowance      34.0      34.0          
                                  ------    ------         

     Effective income tax rate      0.0 %     0.3 %        
                                  =======   ======         


     The Company has available at August 31, 1999 federal net operating loss
carryforwards of approximately $2,611,000. The net operating loss 
       carryforward will begin to expire in 2009. A significant portion of prior
period net operating losses were not related to United States tax 
     jurisdiction as the Company was a foreign corporation through September
1993.                                                             

8.     COMMITMENTS AND CONTINGENCIES                                            

Leases                                                            

     During 1999, the Company entered into an operating lease for its office
  space with an initial term which expires in 2002. The lease requires
  minimum annual rentals plus increases based on real estate taxes and
      operating costs. The Company, at its option, may renew the lease for one
    two year period. Rental expense for the year ended August 31, 1999 was
$13,390. (See Note 3 for leasing arrangements in fiscal 1998.)    

Future minimum annual rentals under the Company's non-cancellable 
      operating leases with initial terms greater than one year consist of the
following:                                                        

                                                                [Download Table]


YEAR ENDING AUGUST 31,                 
----------------------                 
                                       
     2000                  $     59,200
     2001                        59,200
     2002                        49,200
                               --------
                               $167,600
                               ========


Employment Agreements                                             

On April 26, 1999, the Company entered into a one year employment 
   agreement with an officer commencing on May 1, 1999. The Company will
   pay the officer $100,000 for the year. Pursuant to the agreement, the
    officer received 30,000 shares of common stock for services previously
rendered and an option to purchase 100,000 shares of the Company's
  common stock at $0.45 per share. The Company anticipates that at the
end of the one year term, it will enter into a new employment     
agreement with the officer.                                       

    The Company has also entered into a one year employment agreement with
 another officer, commencing on August 1, 1999. The Company will pay
  the officer $84,000 per year. Pursuant to the agreement, the officer
will be issued 5,000 shares of common stock on September 1, 1999, 
December 1, 1999 and March 1, 2000. Additionally, the agreement   
 provides that the officer is to receive a qualified stock option to
  purchase 50,000 shares of common stock at an exercise price of $3.00
per share, expiring on July 1, 2001.                              

F-27

DEFM14A
112th Page of 235
TOC
1st
Previous
Next
Bottom
Just 112th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

8.     COMMITMENTS AND CONTINGENCIES (CONTINUED)                                

Year 2000 Disclosure                                              

The Company has conducted a comprehensive review of its computer  
    operations to identify the systems that could be adversely affected by
  the Year 2000 Issue and has developed and implemented a plan that it
 believes has resolved the issue. The Year 2000 Issue is a result of
  computer programs being written using two digits rather than four to
 define the applicable year. Any of the Company's programs that have
    time-sensitive software might have recognized a date using "00" as the
 year 1900 rather than the 2000. This could have resulted in a major
     system failure or miscalculations. The Company presently believes that,
    with modifications already made to existing software and conversion to
      new software, the Year 2000 problem will not pose significant operations
       problems for the Company's computer systems as so modified and converted.

9.     Private Placement of 6% Cumulative Convertible Redeemable                
Preferred Stock                                                   

       In July 1999, the Company initiated a private placement to sell 400 units
       at $10,000 per unit. Each unit consists of 10,000 shares of 6% cumulative
      convertible preferred stock and warrants to purchase 5,000 shares of the
Company's common stock. Dividends are payable semi-annually. Each 
       preferred share is convertible into .666 common shares in the first year,
    .4 shares in the second year, and .285 shares thereafter. No preferred
  shares can utilize the conversion feature until six months after the
     offering has been concluded. The warrants to purchase common shares are
  exercisable at $2.00 per share in the first year and $3.00 per share
    thereafter. The warrants expire five years from the date of issue. The
  Company raised approximately $3,950,000 from this offering, of which
$3,800,000 had been subscribed and received as of August 31, 1999.
Pursuant to the terms of the preferred stock, the Company is not  
      permitted to declare or pay any dividends on its common stock unless all
preferred dividends due have been paid.                           

RIGHT TO REDEMPTION                                               

  At any time on or after the fifth anniversary of the issuance of the
    Series A Preferred, the holders of the Series A Preferred may elect to
      require the Company to redeem such holders' shares of Series A Preferred
    at a price equal to $1 per share plus all accrued and unpaid dividends
    accrued as of such date. The holders of Series A Preferred may require
     the Company to effect such a redemption by giving written notice to the
Company of such election.                                         

10.    STOCKHOLDERS' EQUITY                                                     

COMMON SHARES ISSUED FOR SETTLEMENT OF DEBT                       

During March 1999, the Company restructured certain liabilities.  
 Debentures outstanding at their face amount of $75,000, and related
     accrued interest of $8,423, were extinguished in exchange for which the
 debenture holders were issued an aggregate of 300,000 shares of the
Company's common stock (See Notes 4 and 5).                       

 Additionally, outstanding professional fees of approximately $9,900
  were settled by the issuance of 22,100 shares of common stock to the
creditor.                                                         

   In connection with the debt settlements referred to above, the excess
    of the fair value of the common shares issued, less the recorded value
of the liabilities settled, in the amount of $120,421 has been    
 reflected as an extraordinary loss in the accompanying statement of
operations for 1999.                                              

F-28

DEFM14A
113th Page of 235
TOC
1st
Previous
Next
Bottom
Just 113th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

10.    STOCKHOLDERS' EQUITY (CONTINUED)                                         

COMMON STOCK ISSUED IN EXCHANGE FOR SERVICES                      

     In March 1999, the Company issued an aggregate of 355,000 shares of its
common stock to certain officers (200,000 shares), members of the 
      Company's advisory board (70,000 shares) and consultants (85,000 shares)
    for services previously rendered to the Company. Compensation expense,
     which was based on the estimated fair value of the shares issued at the
      time of issuance ($.65 per share or $230,750) was recorded at that time.

       In April 1999, 31,000 shares of the Company's common stock were issued to
       consultants. The estimated fair value of the shares ($2.02 per share) was
       recorded at the time resulting in a charge to operations of approximately
$63,000.                                                          

       In July 1999, an aggregate of 40,000 shares of the Company's common stock
       was issued to consultants and compensation expense recorded in the amount
      of $170,000 based on the fair market value of such shares at the time of
issuance.                                                         

     In connection with an agreement between the Company and a consultant in
       August 1999, 30,000 shares of common stock were issued to the consultant.
   The fair value of such shares issued based on the price of the common
   stock, $108,750, was charged to operations. Additionally, the Company
       agreed to compensate the consultant with 70% of the proceeds (as defined)
of all memorabilia sold by the Company pursuant to the agreement. 

COMMON SHARES RELEASED FROM ESCROW                                

      In August 1999, the Company's Board of Directors approved the release of
 59,500 shares of the Company's common stock originally issued to an
       officer and previously held in escrow. The release of the shares resulted
     in a charge to operations of $193,375 based on the fair market value of
the shares.                                                       

PRIVATE PLACEMENTS OF COMMON STOCK                                

      In March 1999, the Company completed the sale of 111 units at $4,500 per
 unit in a private placement offering. Each unit consisted of 10,000
   shares of its common stock and 1 warrant to purchase 10,000 shares of
   common stock at $0.45 per share. The warrants were exercisable at any
    time, and all warrants issued were exercised. Accordingly, the Company
  issued 2,220,000 shares of its common stock and received proceeds of
$994,865, net of $4,135 of related costs.                         

F-29

DEFM14A
114th Page of 235
TOC
1st
Previous
Next
Bottom
Just 114th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

10.    STOCKHOLDERS' EQUITY (CONTINUED)                                         

WARRANTS                                                          

       In fiscal year 1997, the Company, in connection with a private placement,
 issued warrants to purchase 100,000 shares of its common stock. The
     warrants were immediately exercisable. The warrants expired unexercised
in February 1999.                                                 

In November 1997, the Company issued debentures with detachable,  
     non-transferable warrants to purchase 87,500 shares of its common stock
   (Note 4). These warrants were immediately exercisable on issuance and
expired in November 1999.                                         

       The Company issued 1,900,000 common stock purchase warrants in connection
      with the issuance of its 6% convertible redeemable preferred stock (Note
      9). The warrants, which expire five years from the date of the preferred
       stock offering, can be exercised commencing six months after the offering
       for a period of twelve months for $2.00 per share. Thereafter, until they
expire, the warrants can be exercised for $3.00 per share.        

The following summarizes information about warrants granted and   
   outstanding at August 31, 1999 and 1998, and changes during the years
then ended.                                                       

                                                                [Download Table]


                                FOR THE YEAR ENDED      FOR THE YEAR ENDED  
                                  AUGUST 31, 1999        AUGUST 31, 1998    
                             ----------------------- ---------------------  
                                            WEIGHTED              WEIGHTED  
                                            AVERAGE               AVERAGE   
                                            EXERCISE              EXERCISE  
                              WARRANTS        PRICE   WARRANTS      PRICE   
                             -----------   ---------  --------   -----------
                                                                            
Outstanding,                                                                
    beginning of year           187,500    $   0.89   100,000   $   1.18    
         Granted              1,900,000        2.00    87,500       0.56    
         Exercised              (52,500)       0.56      --           --    
         Cancelled/expired     (100,000)       1.18      --           --    
                             ----------       -----   -------       -----   
Outstanding, end of year      1,935,000    $   1.97   187,500   $   0.89    
                             ==========       =====   =======      =====    


11.    STOCK OPTIONS AND INCENTIVE EQUITY PLANS                                 

STOCK OPTIONS                                                     

   The Company granted options to purchase shares of its common stock as
   indicated below. The options were fully vested on the dates of grant.

    In 1996, the Company granted options to purchase 212,500 shares of its
      common stock to officers, directors, and employees of the Company, which
   expired in January and May 1998. Exercise prices ranged from $0.70 to
    $1.58 Canadian per share ($0.66 to $1.16 U.S. per share at the date of
 grant). Options to purchase 113,750 shares of its common stock were
 exercised in fiscal year 1997 and options to purchase 98,750 of its
common stock expired in fiscal year 1998.                         

F-30

DEFM14A
115th Page of 235
TOC
1st
Previous
Next
Bottom
Just 115th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

11.    STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

STOCK OPTIONS (CONTINUED)                                         

    In 1997, the Company granted options to purchase 235,000 shares of the
    Company's common stock to directors and officers of the Company, which
  expired in June and July 1999. Exercise prices ranged from $0.70 and
    $3.70 Canadian per share ($1.02 to $2.72 U.S. per share at the date of
grant). Options to purchase 75,000 shares were cancelled in fiscal
 year 1997, and options to purchase 160,000 shares were cancelled in
fiscal year 1998.                                                 

 In fiscal year 1998, the Company granted options to purchase 50,000
       shares of the Company's common stock to an employee of the Company, which
     were to expire in September 1999. The exercise price was $1.60 Canadian
 per share ($1.44 U.S. per share at the date of grant). All of these
options were cancelled in fiscal year 1998.                       

      During 1999, the Company granted options to certain employees, directors
    and consultants to purchase 735,000 shares of common stock at exercise
      prices ranging from $.45 to $2.50 per share. The option expire between 2
   and 3 years from the time of the grant. Compensation expense recorded
pursuant to the provision of SFAS No. 123 and APB 25 amounted to  
     approximately $518,250. As of August 31, 1999, 100,000 options had been
exercised.                                                        

  The following summarizes information about stock options granted and
   outstanding at August 31, 1999 and 1998, and changes during the years
then ended.                                                       

                                                                [Download Table]


                                FOR THE YEAR ENDED      FOR THE YEAR ENDED   
                               AUGUST 31, 1999            AUGUST 31, 1998    
                             -----------------------  -----------------------
                                          WEIGHTED                 WEIGHTED  
                                          AVERAGE                  AVERAGE   
                                          EXERCISE                 EXERCISE  
                             OPTIONS       PRICE      OPTIONS        PRICE   
                             ----------  ----------   ---------   ---------- 
                                                                             
Outstanding,                                                                 
    beginning of year            --      $    --       258,750    $   0.90   
         Granted              735,000        0.71       50,000        0.26   
         Exercised           (100,000)      (0.45)       --           0.00   
         Cancelled/expired       --           --      (308,750)       0.80   
                             --------        -----    --------       -----   
Outstanding, end of year      635,000    $   0.75        --       $   0.00   
                             ========        =====    ========       =====   


F-31

DEFM14A
116th Page of 235
TOC
1st
Previous
Next
Bottom
Just 116th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

11.    STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

STOCK OPTIONS (CONTINUED)                                         

  The weighted average assumptions used to calculate the fair value of
the stock options granted in 1999 and 1998 are:                   

                                                                [Download Table]


                                  1999          1998   
                              ------------   ----------
                                                       
Dividend yield                        0%           0%  
Risk free interest rate            4.74%        5.57%  
Fair value                    $     0.70     $   0.76  
Expected contractual life      2.5 Years      2 Years  


     SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, requires the use
      of option valuation models to provide supplemental information regarding
    options granted after 1994. Pro forma information regarding net income
     and earnings per share shown below was determined as if the Company had
     accounted for its employee stock options under the fair value method of
that statement.                                                   

    For purposes of pro forma disclosures, the estimated fair value of the
   options is amortized over the options' vesting periods. The pro forma
   effect on net loss for 1999 and 1998 may not be representative of the
      actual results had the Company accounted for the stock options using the
fair value method.                                                

                                                        [Enlarge/Download Table]


                                                             1999                 1998     
                                                      ------------------  -----------------
                                                                                           
Net loss, as reported                              $     (1,874,482)      $   (273,299)    
Pro forma net loss                                       (2,010,482)          (273,299)    
Basic and diluted net loss per share, as reported             (0.47)             (0.10)    
Pro forma basic and diluted net loss per share                (0.50)             (0.10)    


INCENTIVE EQUITY PLANS                                            

    During August 1999, the Company adopted its 1999 Incentive Equity Plan
("Incentive Plan") and the 1999 Stock Option Plan for Non-Employee
Directors ("Directors Plan").                                     

     Officers, including officers who are members of the Board of Directors,
       and other key employees of and consultants to the Company may be selected
by the Committee (as defined below) to receive benefits under the 
Incentive Plan.                                                   

      The Incentive Plan authorizes the granting of options to purchase shares
of common stock ("Option Rights"), stock appreciation rights      
("Appreciation Rights"), restricted shares ("Restricted Shares"), 
   deferred shares ("Deferred Shares"), performance shares ("Performance
Shares") and performance units ("Performance Units").             

    Subject to adjustment as provided in the Incentive Plan, the number of
       shares of common stock that may be issued or transferred, plus the amount
       of shares of common stock covered by outstanding awards granted under the
     Incentive plan, shall not in the aggregate exceed 1,500,000 shares. The
       number of Performance Units granted under the Incentive plan shall not in
the aggregate exceed 100,000. The number of shares of common stock
granted under the Incentive                                       

F-36

DEFM14A
117th Page of 235
TOC
1st
Previous
Next
Bottom
Just 117th

    Plan to any individual in any calendar year shall not in the aggregate
 exceed 100,000. As of August 31, 1999, no options have been granted
pursuant to the incentive equity plans.                           

F-37

DEFM14A
118th Page of 235
TOC
1st
Previous
Next
Bottom
Just 118th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

11.    STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

OPTION RIGHTS                                                     

       The Company may grant Option Rights that entitle the optionee to purchase
   shares of common stock at a price less than, equal to or greater than
market value on the date of grant.                                

       The exercise price for nonqualified stock options granted may not be less
     than 85% of the fair market value per share of common stock on the date
 of grant. The exercise price for ISOs may not be less than the fair
     market value per share of common stock on the date, and ISOs granted to
     persons owning more than 10% of the Company's voting stock must have an
     exercise price of not less than 110% of the fair market value per share
of common stock on the date of grant. All options granted must be 
     exercised within ten years of grant, except that ISOs granted to 10% or
 more stockholders must be exercised within five years of grant. The
   aggregate market value (as determined as of the date of grant) of the
     common stock for which any optionee may be awarded ISOs which are first
  exercisable by such optionee during any calendar year may not exceed
$100,000.                                                         

APPRECIATION RIGHTS                                               

Appreciation Rights granted under the Incentive Plan may be either
    free-standing or granted in tandem with Option Rights. An Appreciation
   Right represents the right to receive from the Company the difference
       ("Spread"), or a percentage thereof not in excess of 100 percent, between
     the base price per share of common stock in the case of a free-standing
    Appreciation Right, or the option price of the related Option Right in
  the case of a tandem Appreciation Right, and the market value of the
    common stock on the date of exercise of the Appreciation Right. Tandem
  Appreciation Rights may only be exercised at a time when the related
      Option Right is exercisable and the Spread is positive, and the exercise
  of a tandem Appreciation Right requires the surrender of the related
Option Right for cancellation.                                    

  A free-standing Appreciation Right must have a base price that is at
    least equal to the fair market value of a share of common stock on the
  date of grant must specify certain other criteria that are necessary
before the Appreciation Right becomes exercisable and may not be  
exercised more than 10 years from the date of grant.              

RESTRICTED SHARES                                                 

  An award of Restricted Shares involves the immediate transfer by the
     Company to a participant of ownership of a specific number of shares of
      common stock in consideration of the performance of services, or, as and
 to the extent determined by the Company, the achievement of certain
     objectives. The participant is entitled immediately to voting, dividend
and other ownership rights in the shares. The transfer may be made
       without additional consideration from the participant or in consideration
       of a payment by the participant that is less than the market value of the
shares on the date of grant, as the Committee may determine.      

F-38

DEFM14A
119th Page of 235
TOC
1st
Previous
Next
Bottom
Just 119th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

11.    STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)                     

DEFERRED SHARES                                                   

    An award of Deferred Shares constitutes an agreement by the Company to
deliver shares of common stock to the participant in the future in
      consideration of the performance of services, subject to the fulfillment
of such conditions during the deferral period (as defined in the  
Incentive Plan) as the Company may specify.                       

THE DIRECTORS PLAN                                                

     The Directors Plan will be administered by a committee ("Committee") of
   the Board of Directors, consisting of no less than two members of the
    Board. Only members of the Board of Directors who are not employees of
    the Company (each a "Director") will be eligible to participate in the
Directors Plan.                                                   

      Subject to adjustment as described below, the number of shares issued or
   transferred, plus the number of shares covered by outstanding options
      under the Director Plan shall not exceed 250,000 shares of common stock.
Shares of common stock covered by an option, which is cancelled or
      terminated, will again be available to be issued or to be the subject of
a stock option granted under the Directors Plan.                  

   The exercise price of the options granted is equal to the fair market
   value per share of common stock on the date of grant. Options granted
       under the Directors Plan shall become exercisable to the extent of 20% of
      the common shares subject thereto on the Date of Grant and to the extent
     of an additional 20% of the common shares subject thereto after each of
    the first four anniversaries of such date, for so long as the Optionee
continues to serve as a member of the Board.                      

12.    LOSS PER SHARE                                                           

      The computations of net loss per common share for the years ended August
31, 1999 and 1998 are as follows:                                 

                                                                [Download Table]


                                                       1999            1998      
                                                   ------------  --------------- 
                                                                                 
Loss from continuing operations before                                           
    extraordinary items                            $(1,826,806)  $      (229,985)
Less: Preferred dividends                               19,000              --   
                                                   -----------   --------------- 
Loss from continuing operations before                                           
    extraordinary items applicable to common                                     
    shareholders                                   $(1,845,806)  $      (229,985)
                                                   ===========   =============== 

Weighted average number of common shares                                         
    outstanding - basic and diluted                  4,040,496         2,649,301 
                                                   ===========   =============== 
Basic and diluted loss from continuing operations                                
    per common share before extraordinary items    $     (0.46)  $         (0.09)
                                                   ===========   =============== 


F-39

DEFM14A
120th Page of 235
TOC
1st
Previous
Next
Bottom
Just 120th

 ACUBID.COM INC.
(FORMERLY INTERNATIONAL ACUVISION SYSTEMS, INC.)

 NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 1999 AND 1998

12.    LOSS PER SHARE (CONTINUED)                                               

     The effect of the potentially dilutive securities listed below were not
     included in the computation of diluted loss per share, because to do so
would have been antidilutive for the period presented.            

                                                                [Download Table]


                                                        1999      1998  
                                                      --------  --------
                                                                        
Shares of common stock issuable under:                                  
  Stock options                                     635,000      --     
  Common stock purchase warrants                     35,000   187,500   


13.    DISCONTINUED OPERATIONS                                                  

     In December 1999, the Company formalized its decision to, in substance,
     discontinue its AcuVision Product Line. This decision was reached after
       efforts to secure alternative contract manufacturers were not successful,
 and the Company decided that the economics of this business did not
       warrant the expenditure of further effort at the present time. Results of
      this discontinued operation for the years ended August 31, 1999 and 1998
were as follows:                                                  

                                                                [Download Table]


                          FOR THE YEARS ENDED AUGUST 31,
                          ------------------------------
                                 1999          1998     
                           ---------------   ---------  
                                                        
Net sales                  $          --     $ 157,140  
Cost of sales                         --       117,881  
                           ---------------   ---------  

    Gross margin                      --        39,259  

Operating expenses                    --        82,573  
                           ---------------   ---------  

    Loss from operations   $          --     $ (43,314) 
                           ===============   =========  


F-40

DEFM14A
121st Page of 235
TOC
1st
Previous
Next
Bottom
Just 121st

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OF JDI

                                                        [Enlarge/Download Table]

                                                                                                 
Independent Auditors' Report..................................................................G-1
Consolidated Balance Sheet - December 31, 1999................................................G-3
Consolidated Statement of Operations for the Period from Inception                               
 (February 25, 1999) to December 31, 1999.....................................................G-4
Statement of Change in Stockholders' Equity for the Period from Inception                        
 (February 25, 1999) to December 31, 1999.....................................................G-5
Consolidated Statement of Cash Flows for the Period from Inception                               
 (February 25, 1999) to December 31, 1999.....................................................G-6
Notes to Consolidated Financial Statements                                                       
For Years Ended December 31, 1999 and 1998....................................................G-7


DEFM14A
122nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 122nd

 PT JARING DATA INTERAKTIF
AND SUBSIDIARY
(COMPANIES IN THE DEVELOPMENT STAGE)

 CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE PERIOD FROM INCEPTION (FEBRUARY 25, 1999)
TO DECEMBER 31, 1999
 AND
INDEPENDENT AUDITORS' REPORT

 INDONESIAN CURRENCY
(WITH TRANSLATION INTO UNITED STATES DOLLAR)

DEFM14A
123rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 123rd

THIS REPORT IS ORIGINALLY ISSUED IN INDONESIAN LANGUAGE.

INDEPENDENT AUDITORS' REPORT

REPORT NO. 33435S                                                               

The Board of Directors and Stockholders                                         
PT JARING DATA INTERAKTIF                                                       

We have audited the consolidated balance sheet of PT Jaring Data Interaktif and 
Subsidiary (companies in the development stage) as of December 31, 1999, and the
related consolidated statements of operations, changes in stockholders' equity  
and cash flows for the period from inception (February 25, 1999) to December 31,
1999. These financial statements are the responsibility of the Company's        
management. Our responsibility is to express an opinion on the financial        
statements based on our audit.                                                  

We conducted our audit in accordance with auditing standards established by the 
Indonesian Institute of Accountants. Those standards require that we plan and   
perform the audit to obtain reasonable assurance about whether the financial    
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audit provides a          
reasonable basis for our opinion.                                               

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of PT Jaring Data      
Interaktif and Subsidiary as of December 31, 1999, and the results of their     
operations and their cash flows for the period then ended in conformity with    
generally accepted accounting principles.                                       

G-1 

DEFM14A
124th Page of 235
TOC
1st
Previous
Next
Bottom
Just 124th

THIS REPORT IS ORIGINALLY ISSUED IN INDONESIAN LANGUAGE.

Note 14 to the consolidated financial statements summarizes the effects the     
economic condition in Indonesia has had on the Company, as well as the measures 
the Company plans to implement in response to the economic condition.           

PRASETIO, UTOMO & CO.                                                           
License No. 98.2.0024                                                           

Drs. Rusdy Daryono                                                              
License No. 98.1.0061                                                           

March 1, 2000                                                                   

 NOTICE TO READERS

The accompanying consolidated financial statements are intended to present the  
financial position, results of operations and cash flows in accordance with     
accounting principles and practices generally accepted in Indonesia and not     
those of any other jurisdictions. The standards, procedures and practices to    
audit such financial statements are those generally accepted and applied in     
Indonesia.                                                                      

G-2 

DEFM14A
125th Page of 235
TOC
1st
Previous
Next
Bottom
Just 125th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 1999

                                                                [Download Table]


                                     ASSETS                                      

-------------------------------------------------------------------------------  
                                           Notes       Rp          U.S.$ (Note 3)
                                          ------  --------------   --------------
                                                                                 
CURRENT ASSETS                                                                   

Cash on hand and in banks                   2,4   1,012,828,166         141,456  
Accounts receivable                                  55,650,000           7,772  
Advances for expenses                        11     123,954,500          17,312  
Prepaid tax                                           4,110,317             574  
                                                  -------------   -------------  
Total Current Assets                              1,196,542,983         167,114  

DEFERRED TAX ASSET                          2,8     473,725,647          66,163  

PROPERTY AND EQUIPMENT                                                           
Net of Accumulated Depreciation             2,5   3,383,841,532         472,604  

OTHER ASSETS                                                                     

Refundable deposits                        6,11     401,139,050          56,025  
                                                  -------------                  

TOTAL ASSETS                                      5,455,249,212         761,906  
                                                  =============   =============  


                                                        [Enlarge/Download Table]


                                        LIABILITIES AND STOCKHOLDERS' EQUITY                                 
-------------------------------------------------------------------------------------------------------------
                                                      Notes               Rp                U.S.$ (Note 3)   
                                                     ---------    --------------------    -------------------
                                                                                                             
CURRENT LIABILITIES                                                                                          
Accounts payable                                        7               1,020,766,800                142,565 
Due to stockholder                                     2,9                230,473,100                 32,189 
Taxes payable                                           8                 112,341,502                 15,690 
Accrued expenses                                                          238,260,495                 33,277 
                                                                  --------------------    -------------------
Total Current Liabilities                                               1,601,841,897                223,721 
                                                                  --------------------    -------------------
MINORITY INTEREST                                       2                 171,284,098                 23,922 
                                                                  --------------------    -------------------
STOCKHOLDERS' EQUITY                                                                                         
Capital stock - Rp 25 par value                                                                              
     Authorized, subscribed and fully paid -                                                                 
     200,000,000  shares                                10              5,000,000,000                698,324 
Net loss during the development stage                                  (1,317,876,783)              (184,061)
                                                                  --------------------    -------------------
Net Stockholders' Equity                                                3,682,123,217                514,263 
                                                                  --------------------    -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              5,455,249,212                761,906 
                                                                  ====================    ===================


 See accompanying Notes to Consolidated Financial Statements which
are an integral part of the consolidated financial statements.

G-3 

DEFM14A
126th Page of 235
TOC
1st
Previous
Next
Bottom
Just 126th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
CONSOLIDATED STATEMENT OF OPERATIONS
 FOR THE PERIOD FROM INCEPTION
(February 25, 1999) TO DECEMBER 31, 1999

                                                        [Enlarge/Download Table]


                                          Notes             Rp              U.S.$ (note 3)    
                                        ----------  --------------------  --------------------
                                                                                              
REVENUE                                     2                                                 
     Subscription Agreement                11                24,450,000                 3,415 
                                                    --------------------  --------------------
EXPENSES                                    2                                                 
     Salaries and employee benefits                         687,855,828                96,069 
     Representation and entertainment                       316,714,301                44,234 
     Professional fees                                      182,505,909                25,490 
     Depreciation                          2,5              166,109,536                23,200 
     Advertising and promotion                              153,251,462                21,404 
     Rental                                                 135,973,966                18,991 
     Transportation                                         108,010,769                15,085 
     Service fee                                             94,832,470                13,245 
     Telephone and electricity                               86,456,043                12,075 
     Installation and related expenses                       73,183,690                10,221 
     Stationery and office supplies                          61,463,151                 8,584 
     Permit and taxes                                        21,307,500                 2,976 
     Miscellaneous                                            7,241,690                 1,011 
                                                    --------------------  --------------------
Total Expense                                             2,094,906,315               292,585 
                                                    --------------------  --------------------
LOSS FROM OPERATIONS                                      2,070,456,315               289,170 
                                                    --------------------  --------------------
OTHER INCOME                                                                                  
     Gain on foreign exchange - net         2               131,353,926                18,345 
     Interest income - net                                    8,784,057                 1,227 
                                                    --------------------  --------------------
Total Other Income                                          140,137,983                19,572 
                                                    --------------------  --------------------
LOSS BEFORE PROVISION FOR INCOME TAX                      1,930,318,332               269,598 
PROVISION FOR INCOME TAX                                                                      
     Deferred                              2,8             (473,725,647)              (66,163)
                                                    --------------------  --------------------
LOSS BEFORE MINORITY INTEREST                             1,456,592,685               203,435 

MINORITY INTEREST IN                                                                          
     NET LOSS OF SUBSIDIARY                 2              (138,715,902)              (19,374)
                                                    --------------------  --------------------
NET LOSS                                                  1,317,876,783               184,061 
                                                    ====================  ====================


 See accompanying Notes to Consolidated Financial Statements which
are an integral part of the consolidated financial statements.

G-4 

DEFM14A
127th Page of 235
TOC
1st
Previous
Next
Bottom
Just 127th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 FOR THE PERIOD FROM INCEPTION
(February 25, 1999) TO DECEMBER 31, 1999

                                                        [Enlarge/Download Table]

                                                                                                            Net Loss     
                                                                                                          during the     
           Description                Note   No. of Shares      Per Share             Amount           Development Stage 
----------------------------------  -------  -------------  ----------------   -------------------   --------------------
                                                                                                                         
Initial issuance for cash                        250,000    Rp         1,000    Rp     250,000,000   Rp         --       

Change in par value                      10                                                                              

     Old                                        (250,000)             (1,000)         (250,000,000)             --       

     New                                      10,000,000                  25           250,000,000              --       

Additional issuance for cash             10  190,000,000                  25         4,750,000,000              --       

Net Loss                                              --                --                      --        1,317,876,783  
                                         ---------------                       --------------------  ------------------  
     Balance at December 31, 1999            200,000,000                          Rp 5,000,000,000   Rp   1,317,876,783  
                                         ===============                       ====================  ==================  

                                                                [Download Table]


           Description                 Net Stockholders' Equity
----------------------------------     ------------------------
                                                               
Initial issuance for cash                 Rp    250,000,000    

Change in par value                                            

     Old                                       (250,000,000)   

     New                                        250,000,000    

Additional issuance for cash                  4,750,000,000    

Net Loss                                     (1,317,876,783)   
                                         ------------------    
     Balance at December 31, 1999        Rp   3,682,123,217    
                                         ==================    


 See accompanying Notes to Consolidated Financial Statements which
are an integral part of the consolidated financial statements.

G-5 

DEFM14A
128th Page of 235
TOC
1st
Previous
Next
Bottom
Just 128th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR THE PERIOD FROM INCEPTION
(February 25, 1999) TO DECEMBER 31, 1999

                                                        [Enlarge/Download Table]


                                                                                   Rp             U.S.$ (Note 3)
                                                                             ---------------      ------------- 
                                                                                                                
CASH FLOWS FROM                                                                                                 
OPERATING ACTIVITIES                                                                                            
Net Loss                                                                     (1,317,876,783)        (184,061)   
Adjustments to reconcile net loss to net cash used in operating activities:                                     
       Depreciation                                                             166,109,536           23,200    
       Provision for Income Tax - deferred                                     (473,725,647)         (66,163)   
       Minority interest in net loss of subsidiary                             (138,715,902)         (19,374)   
       Operating assets and liabilities                                                                         
             Accounts receivable                                                (55,650,000)          (7,772)   
             Advances for expenses                                             (123,954,500)         (17,312)   
             Prepaid tax                                                         (4,110,317)            (574)   
             Refundable deposits                                               (401,139,050)         (56,025)   
             Accounts payable                                                 1,020,766,800          142,565    
             Taxes payable                                                      112,341,502           15,690    
             Accrued expenses                                                   238,260,495           33,277    
                                                                             --------------   --------------    
Net Cash Used in Operating Activities                                          (977,693,866)        (136,549)   

CASH FLOWS FROM INVESTING                                                                                       

ACTIVITY                                                                                                        
Acquisitions of property and equipment                                       (3,549,951,068)        (495,804)   
                                                                             --------------   --------------    
CASH FLOWS FROM FINANCING                                                                                       
ACTIVITIES                                                                                                      
Issuance of capital stock                                                     5,000,000,000          698,324    
Capital contributions from minority interest                                                                    
       in subsidiary                                                            310,000,000           43,296    
Advances from stockholder                                                       230,473,100           32,189    
                                                                             --------------   --------------    
Net Cash Provided by Financing Activities                                     5,540,473,100          773,809    
                                                                             --------------   --------------    
CASH ON HAND AND IN BANKS AT END                                                                                
OF PERIOD                                                                     1,012,828,166          141,456    
                                                                             ==============   ==============    


 See accompanying Notes to Consolidated Financial Statements which
are an integral part of the consolidated financial statements.

G-6 

DEFM14A
129th Page of 235
TOC
1st
Previous
Next
Bottom
Just 129th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.       General                                                                

       PT Jaring Data Interaktif ("the Company") was established on February 25,
   1999 based on the notarial deed No. 2 of Uus Sumirat S.H. The deed of
   establishment was approved by the Ministry of Justice in its decision
    letter No. C-17528.HT.01.01.Th 99 dated October 12, 1999. Based on the
Stockholders' Extraordinary Meeting held on November 12, 1999, the
Company's articles of association has been amended to increase the
     Company's authorized, subscribed and fully paid capital stock (see Note
10).                                                              

  According to article 3 of its articles of association, the Company shall
engage in trading, construction, manufacturing, agriculture,          
    transportation, printing, multimedia satellite and service. Its activities
 since its establishment have been related mainly to the development and
marketing of a television program starting in 1999.                   

    PT Medialintas Antarbuana ("MLB"), the Company's 69%-owned subsidiary, was
established in 1995 but had been dormant until 1998. In 1999, it      
established the groundwork to provide internet-related services to the
   Company. It obtained a principal license to engage as an internet service
    provider from the Directorate General of Post and Telecommunication of the
    Ministry of Transportation in its letter No. 19/DIRJEN/2000 dated February
4, 2000.                                                              

As of December 31, 1999, the Companies are in the development stage as
defined under Statement of Financial Accounting Standards No. 6,      
"Accounting and Reporting by Development Stage Enterprises".          

  Based on the amendment of the Company's articles of association which is
 notarized under notarial deed No. 1 dated April 12, 1999 of Uus Sumirat
     S.H., the composition of the Company's Board of Commissioners and Directors
is as follows:                                                        

President Commissioner            :  Mr. Ahmad Sidik Mauladi Iskandar Dinata  
Vice President Commissioner       :  Mr. Priyatno Sulisto                     
Commissioner                      :  Mr. Ichyar Musa                          
Commissioner                      :  Mr. Adisatrya Suryo Sulisto              
Commissioner                      :  Mr. Doopy Irwan                          
Commissioner                      :  Mrs. Dewi Allice Lydia Gontha            

President Director                :  Mr. Suhardi Gunawan Halim                
Director                          :  Mr. Agusjulianto Sunjoto                 
Director                          :  Mr. Cecil Constantino Alexander          

G-7 

DEFM14A
130th Page of 235
TOC
1st
Previous
Next
Bottom
Just 130th

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total number of the Company's employees as of December 31, 1999 is 18       
persons. The Company's office is located at Mezzanine Floor, Wisma Indovision,  
JI. Raya Panjang Z/III, Jakarta.                                                

G-8 

DEFM14A
131st Page of 235
TOC
1st
Previous
Next
Bottom
Just 131st

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

BASIS OF CONSOLIDATED FINANCIAL STATEMENTS                            

    The consolidated financial statements have been prepared on the historical
cost basis of accounting.                                             

The consolidated statement of cash flows presents cash receipts and   
     payments into operating, investing and financing activities. The cash flows
from operating activities are reported under the indirect method.     

PRINCIPLES OF CONSOLIDATION                                           

   The consolidated financial statements include the accounts of the Company
   and PT Medialintas Antarbuana. All significant inter-company accounts and
transactions have been eliminated.                                    

TRANSACTIONS WITH RELATED PARTIES                                     

 The Company has transactions with certain parties which are regarded as
having special relationship as defined under Statement of Financial   
Accounting Standards No. 7, "Related Party Disclosures".              

The nature and extent of these transactions with related parties are  
disclosed in Note 9.                                                  

PROPERTY AND EQUIPMENT                                                

  Property and equipment are stated at cost less accumulated depreciation.
 Depreciation is computed on the straight-line method over the estimated
useful lives of the assets as follows:                                

                                                                [Download Table]


                                             Years   
                                         ------------
                                                     
Infrastructure                                 4     
Operating equipment                            4     
Office furniture and equipment                 4     


The cost of maintenance and repairs is charged to income as incurred; 
significant renewals and betterments are capitalized to the related   
property and equipment account. When assets are retired or otherwise  
disposed of, their costs and the related accumulated depreciation are 
  removed from the accounts and any resulting gain or loss is reflected in
income for the period.                                                

G-9 

DEFM14A
132nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 132nd

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

REVENUE AND EXPENSE RECOGNITION                                       

  Revenue from subscription is recognized when the service is delivered to
the subscriber based on the respective subscription terms.            

Expenses are recognized when incurred.                                

FOREIGN CURRENCY TRANSACTIONS AND BALANCES                            

Transactions involving foreign currencies are recorded at the rates of
     exchange prevailing at the time the transactions are made. At balance sheet
     date, assets and liabilities denominated in foreign currencies are adjusted
  to reflect the rates of exchange prevailing at such date as published by
Bank Indonesia (Central Bank), and the resulting gains or losses are  
credited or charged to current operations.                            

For December 31, 1999, the average buying rate of exchange used was Rp
7,100 to U.S.$1.                                                      

DEFERRED INCOME TAX                                                   

 The Company follows the deferred tax liability method in accounting for
  Income Tax. Under this method, the tax effects are recognized for timing
    differences between financial reporting and Income Tax purposes and fiscal
loss carry-over, that will result in taxable or deductible amounts in 
  determining taxable profit of future periods when the carrying amount of
the asset or liability is recovered or settled.                       

3.       TRANSLATIONS OF RUPIAH INTO UNITED STATES DOLLAR                       

The financial statements are stated in rupiah. The translations of the
rupiah amounts into United States dollar are included solely for the  
    convenience of the readers, using the average of Rp 7,160 to U.S.$1 of the
    market buying and selling rates published by Bank of Indonesia on March 1,
2000. The convenience translations should not be construed as         
    representations that h rupiah amounts have been, could have been, or could
    in the future be, converted into United States dollar at this or any other
rate of exchange.                                                     

G-10

DEFM14A
133rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 133rd

These Consolidated Financial Statements are Originally Issued in
Indonesian Language.

PT JARING DATA INTERAKTIF AND SUBSIDIARY
(Companies in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.       CASH ON HAND AND IN BANKS                                              

This account consists of the following:                               

                                                                [Download Table]

                                                           
Cash on hand                             Rp      17,886,200

Cash in banks                                              
       PT Bank Central Asia                     954,256,616
       PT Bank Universal                         35,791,220
       Others                                     4,894,130
                                              -------------
Total                                    Rp   1,012,828,166
                                              =============


5.       PROPERTY AND EQUIPMENT                                                 

The details of property and equipment are as follows:                 

                                                        [Enlarge/Download Table]


                                                     Transactions during the Period                       
                                --------------------------------------------------------------------------
                                   Beginning                                                              
                                    Balance            Additions        Deductions       Ending Balance   
                                ----------------- -------------------- --------------  -------------------
                                                                                                          
Cost:                                                                                                     

Infrastructure                  Rp      --        Rp  1,695,543,600    Rp    --        Rp  1,695,543,600  
Operating equipment                     --            1,539,835,200          --            1,539,835,200  
Office furniture and equipment          --              314,572,268          --              314,572,268  
                                ----------------- -------------------- --------------  -------------------

Total Cost                              --            3,549,951,068          --            3,549,951,068  
                                ----------------- -------------------- --------------  -------------------

Accumulated Depreciation:                                                                                 

Infrastructure                          --                3,592,500          --                3,592,500  
Operating equipment                     --              134,083,561          --              134,083,561  
Office furniture and equipment          --               28,433,475          --               28,433,475  
                                ----------------- -------------------- --------------  -------------------

Total Accumulated Depreciation          --              166,109,536          --              166,109,536  
                                ----------------- -------------------- --------------  -------------------
Net Book Value                  Rp      --                                             Rp  3,383,841,532  
                                =================                                      ===================


  Depreciation charged to operations amounted to Rp 166,109,536 during the
period.                                                               

6.       REFUNDABLE DEPOSITS                                                    

This account  consists of the deposits  amounting to U.S.$49,500      
(Rp  351,450,000)  and Rp 49,689,050 paid to Loral Orion Service Inc. 
- U.S.A. and other parties, respectively.                             

G-11

DEFM14A
134th Page of 235
TOC
1st
Previous
Next
Bottom
Just 134th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------
7.       ACCOUNTS PAYABLE                                                       

This account consists of the following:                               

                                                                [Download Table]
                                                                  
PT Sentradata Mitra Cakrawala  Rp                861,258,400      
PT Grasindo                                       72,000,000      
PT Duta Tiara Kusuma                              38,800,000      
PT Indo Bhakti Karya                              31,943,000      
Others                                            16,765,400      
                               -----------------------------------
Total                          Rp              1,020,766,800      
                               ===================================

--------------------------------------------------------------------------------
8.       TAXES PAYABLE                                                          

This account consists of the following Income Taxes:                  

                                                                [Download Table]
                                               
Article 21  Rp                 97,664,918      
Article 23                     14,676,584      
Article 26                        -            
            -----------------------------------
Total       Rp                112,341,502      
            ===================================

    A reconciliation between loss before provision for Income Tax, as shown in
     the consolidated statement of operations, and estimated fiscal loss for the
period follows:                                                       

                                                        [Enlarge/Download Table]
                                                                                        
Loss before provision for Income Tax per                                                
     consolidated statement of operations            (Rp            1,930,318,332)      

Timing difference -                                                                     
     Depreciation                                    (              1,608,865,998)      

Permanent differences:                                                                  
     Non-deductible expenses                                                            
         Representation and entertainment                             316,714,301       
         Salaries and employee benefits                                51,975,300       
     Interest income already subjected to final tax  (                 17,456,760)      
                                                     -----------------------------------
Estimated fiscal loss                                Rp             3,187,951,489       
                                                     ===================================

G-12

DEFM14A
135th Page of 235
TOC
1st
Previous
Next
Bottom
Just 135th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    The computation of the provisions for Income Tax - deferred is as follows:

                                                        [Enlarge/Download Table]
                                                                                            
Effection fiscal loss at enacted maximum tax rate of 30%           Rp           956,385,446 

Effection timing differences at enacted maximum tax rate of 30% -                           

     Depreciation                                                  (           482,659,799) 
                                                                   -------------------------
Provision for Income Tax - deferred                                Rp           473,725,647 
                                                                   =========================

The reconciliation between the provision for Income Tax calculated by 
  applying the applicable tax rate of 30% to the loss before provision for
Income Tax, and the provision for Income Tax shown in the consolidated
statement of operations for the period is as follows:                 

                                                        [Enlarge/Download Table]
                                                                                            
Loss before provision for Income Tax                                                        
     per consolidated statement of operations                      Rp         1,930,318,332 
                                                                   =========================

Provision for Income Tax at the applicable tax rate of 30%         Rp           579,095,499 

Tax effect on permanent differences:                                                        

     Representation and entertainment                              (            95,014,290) 
     Salaries and employee benefits                                (            15,592,590) 
     Interest income already subject to final tax                                 5,237,028 
                                                                   -------------------------
Provision for Income Tax per consolidated statement of operations  Rp           473,725,647 
                                                                   =========================

The breakdown of the deferred tax assets as of December 31, 1999 is as
follows:                                                                        

                                                                [Download Table]
                                                   
Fiscal loss carryover     Rp           956,385,446 
Depreciation              (           482,659,799) 
                          -------------------------
Deferred tax asset - net  Rp           473,725,647 
                          =========================

     The timing difference on which deferred tax asset has been computed relates
    to the differences in the book and tax bases of property and equipment due
     to the use of different depreciation periods and methods for Income Tax and
financial reporting purposes.                                         

--------------------------------------------------------------------------------
9.       TRANSACTIONS WITH A RELATED PARTY                                      

G-13

DEFM14A
136th Page of 235
TOC
1st
Previous
Next
Bottom
Just 136th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  The Company obtained advances totaling U.S.$32,461 (Rp 230,473,100) from
Mrs. Dewi Allice Lydia Gontha (stockholder). These advances, which are
     outstanding as of December 31, 1999, are non-interest bearing. There are no
fixed repayment terms.                                                

G-14

DEFM14A
137th Page of 235
TOC
1st
Previous
Next
Bottom
Just 137th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------
10.      CAPITAL STOCK                                                          

The Company's stockholders as of December 31, 1999 are as follows:    

                                                        [Enlarge/Download Table]

                                 Number of Shares  Subscribed  Percentage      of                         
Stockholders                     and Fully Paid                Ownership (%)       Amount                 
-------------------------------  ----------------------------- ------------------- -----------------------
                                                                                                          
Dewi Allice Lydia Gontha                  154,500,000                77.25%        Rp      3,862,500,000  
Adisatrya Suryo Sulisto                    40,000,000                20.00                 1,000,000,000  
Priyatno Sulisto                            2,000,000                 1.00                    50,000,000  
Cecil Constantino Alexander                 2,000,000                 1.00                    50,000,000  
Doopy Irwan                                   500,000                 0.25                    12,500,000  
Agusjulianto Sunjoto                          500,000                 0.25                    12,500,000  
Suhardi Gunawan Halim                         500,000                 0.25                    12,500,000  
                                 ----------------------------- ------------------- -----------------------
Total                                     200,000,000                100.00%       Rp      5,000,000,000  
                                 ============================= =================== =======================

In the Company's Stockholders' Extraordinary General Meeting held on  
     November 12, 1999 the minutes of which are notarized under deed No. 1 dated
  December 1, 1999 of Uus Sumirat S.H., the stockholders resolved to amend
the original articles of association for the following:               

-        increase in the authorized capital stock from Rp 1,000,000,000         
      consisting of 1,000,000 shares at Rp 1,000 par value per share to Rp
       5,000,000,000 consisting of 200,000,000 shares at Rp 25 par value per
share; and                                                    

-        increase of Rp 4,750,000,000 in the paid-up capital from Rp 250,000,000
      (250,000 shares at Rp 1,000 par value per share) to Rp 5,000,000,000
         (200,000,000 shares at Rp 25 par value per share), which increase shall
       be subscribed and fully paid by Mrs. Dewi Allice Lydia Gontha and Mr.
   Adisatrya Suryo Sulisto in the amounts of Rp 3,800,000,000 and Rp
950,000,000, respectively.                                    

  As of December 31, 1999, Mrs. Dewi Allice Lydia Gontha and Mr. Adisatrya
    Suryo Sulisto have fully paid their additional capital stock subscriptions
totaling Rp 4,750,000,000.                                            

The above amendment to the Company's articles of association has been 
approved by the Ministry of Justice in its decision letter No.        
C-3665HT.01.04.TH.2000 dated February 23, 2000.                       

--------------------------------------------------------------------------------
11.      AGREEMENTS                                                             

a.  LORAL ORION SERVICES INC., USA ("LORAL")                          

        On December 6, 1999, MLB entered into an agreement with Loral, whereby
  Loral agreed to provide telecommunication network services ("the
      services") for transporting Internet Protocol ("IP") packets between
     Loral Internet Gateways and MLB's site. The service consists, among
      others, of providing: (i) simplex Permanent Virtual Circuits ("PVC")
    between Loral Internet Gateway and MLB's site, (ii) Borday Gateway
        Protocol service between the router at MLB's site and Loral-designated
U.S. Internet Service Provider                                

G-15

DEFM14A
138th Page of 235
TOC
1st
Previous
Next
Bottom
Just 138th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      ("ISP"), (iii) required space segment, satellite uplink and downlink
       services, and (iv) technical consultancy service. MLB is obligated to
       pay Loral the following: (i) one-time installation fee of U.S.$5,000,
       (ii) monthly service fee of U.S.$16,500, and (iii) refundable deposit
of U.S.$49,500.                                               

G-16

DEFM14A
139th Page of 235
TOC
1st
Previous
Next
Bottom
Just 139th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

   As of December 31, 1999, MLB has paid to Loral refundable deposit
       amounting to U.S.$49,500 (Rp 351,450,000), installation fee amounting
     to U.S.$5,000 or Rp 35,690,000 (charged to Installation and Related
      Expenses) and service fee amounting to U.S.$16,500 or Rp 117,150,000
(charged to Advances).                                        

      On December 8, 1999, the Company entered into an agreement with MLB,
       whereby MLB agreed to provide the services to the Company. In return,
the Company agreed to reimburse MLB (i) monthly service fee of
        U.S.$16,500 and refundable deposit of U.S.$49,500 which have been paid
       by MLB to Loral as discussed above, and (ii) VSAT rental fees payable
     to Infokom (see "d" below) and IIX ("Indonesian Internet Exchange")
      fees amounting to U.S.$2,500 and U.S.$1,500 per month, respectively.

b.  PT MESANA INVESTAMA UTAMA ("MESANA")                              

         The Company has an agreement with Mesana, a related company which is an
   Indonesian securities company. Under the agreement which is dated
December 3, 1999, the Company agreed to provide Mesana online 
         electronic stock trading, website development and maintenance, news and
         data supply, software license, web hosting and mail hosting. In return,
       Mesana shall pay the Company 25% of the total net commission on stock
   trading generated by Mesana of Rp 12,500,000 per month, whichever
amount is greater.                                            

c.  PT INDONESIAN SATELLITE CORPORATION TBK ("INDOSAT")               

       On October 1, 1999, the Company entered into a contract with Indosat,
   for the use of Indosat's Indosatnet facility by the Company for a
  compensation of Rp 7,500,000 per month. As of December 31, 1999,
Indosat has billed the Company installation fee and rental fee
amounting to Rp 2,500,000 and Rp 22,500,000, respectively.    

d.  PT INFOKOM ELECTRINDO ("INFOKOM")                                 

      On October 6, 1999, MLB entered into a lease agreement with Infokom,
for the use of Infokom's Very Small Aperture Terminal ("VSAT")
        equipment to be installed in MLB's site. In return, the Company agreed
    to pay Infokom, service fee amounting to U.S.$30,000 per year. The
      lease agreement will expire on November 17, 2000. As of December 31,
       1999, the amounts of U.S.$2,375 and Rp 17,000,000 (charged to Service
Fee) have been billed by Infokom to MLB.                      

e.  PT TANJUNG BANGUN SEMESTA ("TBS")                                 

        On September 1, 1999, the Company signed a memorandum of understanding
         with TBS whereby the Company agreed to provide TBS with Quick Financial
Channel Program either                                        

G-17

DEFM14A
140th Page of 235
TOC
1st
Previous
Next
Bottom
Just 140th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  through direct cable connection or via Broadcast Satellite under
 certain terms and conditions as provided in the memorandum. The
      subscription revenue earned from TBS amounted to Rp 1,800,000 during
the period.                                                   

G-18

DEFM14A
141st Page of 235
TOC
1st
Previous
Next
Bottom
Just 141st

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

f.  PT MATAHARI LINTAS CAKRAWALA ("MLC")                              

      On September 1, 1999, the Company entered into an agreement with MLC
        whereby the Company agreed to provide MLC with Quick Financial Channel
         Program through a direct cable connection which will become part of the
      subscription television service currently being provided by MLC. The
        revenue earned will be shared between the Company and MLC at the rates
        of 70% and 30%, respectively. The subscription revenue earned from MLC
amounted to Rp 22,650,000 during the period.                  

g.  PT BURSA EFEK JAKARTA ("BEJ")                                     

      (i)  On March 3, 1999, the Company and BEJ entered into an agreement
             whereby both parties agreed, among other matters, to cooperate in
          the development and provision of programming services such as:
              Stock Channel and TV Interactive/Web TV ("Program Channel"), which
            will be distributed via cable television operators in Indonesia,
MLC's Indovision Digital channel and/or other media.

         Under the agreement, BEJ will: (i) provide certain supporting
           equipment and space in the Jakarta Stock Exchange which will be
        available to the Company in order to provide the programming
         service to other third parties and (ii) make available to the
              Company certain data and other information related with securities
            transactions in the Jakarta Stock Exchange. The calculated gross
       profit earned will be shared between the Company and BEJ at
           certain rate, which will vary from time to time, according to a
table stipulated in the agreement.                  

 (ii) On September 24, 1999, the Company and BEJ entered into an
             agreement with the Directorate General of Tourism of the Republic
             of Indonesia, whereby the Company and BEJ agreed to broadcast the
            "Let's Go Indonesia" logo and to provide space/page in the Quick
         Financial Channel program without any charges. In return, the
            Directorate General of Tourism will require the Indonesian Hotel
              and Restaurant Association ("PHRI") to promote among their members
      the Quick Financial Channel program provided through MLC's
Indovision broadcasting program.                    

h.  BRIDGE INFORMATION SYSTEM (S) PTE. LTD., SINGAPORE ("BRIDGE")     

         (i)  On July 1, 1999, the Company entered into an agreement with Bridge
whereby Bridge agreed to:                           

-        install required equipment units in the Company's premises and ensure  
         accurate and timely transmission of data, such as real-time information
 from commodity exchange, money market and stock exchange, etc.;

G-19

DEFM14A
142nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 142nd

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

-        transmit the data and other information as stipulated in the agreement 
     to the Company through a leased telecommunication line or satellite
   downlink, in respect of which the Company shall bear all cost and
charges incurred; and                                         

-        grant the Company the license to use the data in accordance with the   
terms and conditions as stipulated in the agreement.          

            In return, the Company is obligated to pay one-time installation
       fee of U.S.$300, monthly subscription fee of U.S.$1,000 and
          communication fees to be billed to the Company based on actual
             telecommunication lines used to deliver the data to the Company's
            site. The monthly subscription fees are waived for the first six
            months commencing on the date the equipment units are installed.

       (ii) On July 1, 1999, the Company entered into another agreement with
Bridge whereby Bridge agreed to, among others:      

-        grant a license to the Company to access and utilize Bridge's product  
    and service ("Bridge Services") in the production of the Company's
      television programming service in Indonesia (known as "Stockwatch");

-        provide training and support to the Company in relation to the use of  
Bridge Services and assistance in converting the news and data
contained in the Bridge Services into a variety of formats for
presentation in Stockwatch; and                               

-        provide access to the Bridge journalists in Asia for market moving     
stories.                                                      

In recognition of Bridge's assistance, the Company will provide, among others:

-        commercial airtime on the Stockwatch program and will produce Bridge   
commercials free of charge. The minimum airtime shall be three
30-second spots per day for one month every three months;     

-        on-air marketing and attribution rights to Bridge; and                 

-        communication link between Bridge's office and the Company's premises. 

--------------------------------------------------------------------------------
12.      ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                           

The Company has monetary assets and liabilities in U.S. dollar only as of       
December 31, 1999, as follows:                                                  

                                                                [Download Table]

                                 U.S. Dollar            Rupiah Equivalent (i)    
                           -------------------------  ---------------------------
                                                                                 
Assets:                                                                          
Cash on hand and in banks                 10,279                   72,980,900    
Advances                                  16,500                  117,150,000    
Refundable deposits                       49,500                  351,450,000    

G-20

DEFM14A
143rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 143rd

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                [Download Table]
                                                                    
              -------------------------  ---------------------------
Total assets                 76,279                  541,580,900    
              =========================  ===========================

G-21

DEFM14A
144th Page of 235
TOC
1st
Previous
Next
Bottom
Just 144th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                [Download Table]

                          U.S. Dollar            Rupiah Equivalent (i)    
                    -------------------------  ---------------------------
                                                                          
Liabilities:                                                              
Accounts payable                  121,304                  861,258,400    
Due to stockholder                 32,461                  230,473,100    
Accrued expense                     2,500                   17,750,000    
                    -------------------------  ---------------------------
Total liabilities                 156,265                1,109,481,500    
                    -------------------------  ---------------------------
Net liabilities                    79,986                  567,900,600    
                    =========================  ===========================

     (i) THE RUPIAH EQUIVALENT BALANCES PRESENTED HAVE BEEN TRANSLATED USING THE
PREVAILING RATE AT BALANCE SHEET DATE.                        

--------------------------------------------------------------------------------
13.      SUBSEQUENT EVENTS                                                      

 a.  On January 26, 2000, the Company and AcuBid.com ("AcuBid", a U.S.A.
company,) entered into a memorandum of understanding whereby: 

-   AcuBid expressed its desire to form an Internet Service/Content   
       Provider (ISP) which will provide e-commerce solutions to the markets
of Asia, including Indonesia; and                             

    -   AcuBid granted the Company an option to acquire 33 million of AcuBid's
  common stock. In return, the Company will provide 90% of its ISP
       contracts, licenses and assets to AcuBid, which will be formalized in
an agreement to be entered into by and between both parties.  

b.  On January 26, 2000, the Company entered into an agreement with PT
Mediacitra Indostar (MCI) whereby the latter agreed to provide
   transponders with capacity of 16 Mbps to be used for transmitting
      Company data. The Company is obligated to pay MCI, fees amounting to
    U.S.$320,000 per year payable in twelve equal monthly installments
        starting on July 10, 2000. The agreement shall be valid for five years
         commencing June 1, 2000, and the amount of the fees is fixed during the
5-year period.                                                

     c.  On January 27, 2000, MLB entered into a contract with PT Telekomunikasi
      Indonesia Tbk Regional Division II ("PT Telkom"), whereby the latter
       agreed to provide telecommunications infrastructure and facilities to
  be used by MLB. The charges on the use of the infrastructure and
         facilities have been determined according to PT Telkom's list of tariff
      as stipulated in the agreement. The agreement is valid for two years
commencing from the date of the agreement.                    

  d.  In the Company's Stockholders' Meeting held on February 24, 2000 the
     minutes of which are notarized under deed No. 23 dated February 25,
     2000 of Neneng Salmiah, S.H., M. Hum, the stockholders resolved to:

G-22

DEFM14A
145th Page of 235
TOC
1st
Previous
Next
Bottom
Just 145th

THESE CONSOLIDATED FINANCIAL STATEMENTS ARE ORIGINALLY ISSUED IN INDONESIAN     
LANGUAGE.                                                                       

PT JARING DATA INTERAKTIF AND SUBSIDIARY

(COMPANIES IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 -   approve the plan of Mrs. Dewi Allice Lydia Gontha and Mr. Adisatrya
     Suryo Sulisto to sell their stock ownership in the Company totaling
        150,000,000 and 30,000,000 shares, respectively, to Alanberg Pte. Ltd.
    ("Alanberg"), a Singapore limited liability company, or to another
party which will be appointed by Alanberg; and                

 -   change the Company's status from a domestic investment company to a
foreign investment company.                                   

   e.  On different dates from January 1, 2000 to March 1, 2000, the Company
     entered into agreements with several companies, whereby the Company
      agreed to provide the following: (i) web development and design, web
         maintenance, web hosting, mail hosting and internet connection services
for which the Company shall receive one-time design fees of Rp
         10,000,000 and Rp 15,135,000 per month for web maintenance and internet
   connection services, respectively; and (ii) dedicated leased-line
       service for which the Company shall receive an amount ranging from Rp
 3,500,000 to Rp 24,000,000 per month, depending on the capacity
provided.                                                     

--------------------------------------------------------------------------------
14.      CURRENT ECONOMIC CONDITION                                             

 Since the second half of 1997, Indonesia has been experiencing economic
     difficulties characterized by the depreciation of the rupiah, high interest
     rates, sharply reduced economic activities, high unemployment rate, lack of
     liquidity, tightening of available credit and increasing number of business
insolvencies.                                                         

    Despite the above factors, the stockholders still established the Company.
     However, they have carefully considered the factors and are undertaking the
following actions/plans:                                              

 -   Intensifying their marketing efforts on the Quick Financial Channel
Program;                                                      

-   Adoption of stringent criteria in the evaluation of investment    
activities; and                                               

-   Negotiation with investors to invest in the Company's equity or   
cooperate in the Company's project development.               

    Although the volatility of the foreign exchange rates has been reduced and
    interest rates declined significantly in 1999 as compared to the condition
    in 1997 and 1998, the resolution of the economic condition is dependent on
the fiscal, monetary and other measures that are being taken by the   
government, actions which are beyond the Company's control, to achieve
   economic recovery. It is not possible to determine the future development
 on the economic condition and its impact to the Company's liquidity and
earnings.                                                             

G-23

DEFM14A
146th Page of 235
TOC
1st
Previous
Next
Bottom
Just 146th

                                                                   ANNEX A

 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

Agreement dated March 24, 2000, by and among AcuBid.com Inc., a Delaware        
Corporation with its principal executive offices located at 1947 Camino Vida    
Roble, Suite 102, Carlsbad, California 92008 (hereinafter referred to as        
"AcuBid"), AcuBid Acquisition Corporation, a Delaware corporation wholly owned  
by AcuBid (hereinafter referred to as "Acquisition Corp."), PT. Jaring Data     
Interaktif, an Indonesian corporation with its principal offices located at     
Wisma Indovision, Mezzanine Floor, JL. Raya Panjang Z/lll Green Garden, Jakarta 
11520, Indonesia (hereinafter referred to as "JDI") and Adisatrya Surya Sulisto 
(hereinafter referred to as "Seller").                                          

W I T N E S S E T H:

         WHEREAS, Seller is the owner of at least ninety percent (90%) of all of
the outstanding capital stock of JDI, and                                       

        WHEREAS, Acquisition Corp. desires to purchase from Seller, and Seller
desires to sell to Acquisition Corp., ninety percent (90%) of all of the issued 
and outstanding shares of JDI for consideration all upon and subject to the     
terms and conditions hereinafter set forth;                                     

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, representations, warranties and conditions herein          
contained, the parties hereto agree as follows:                                 

ARTICLE I -- SALE AND PURCHASE OF CAPITAL STOCK.

Upon the terms and subject to the conditions set forth in this
Agreement, the Seller agrees to sell, assign, transfer and deliver to           
Acquisition Corp. and Acquisition                                               

1 

DEFM14A
147th Page of 235
TOC
1st
Previous
Next
Bottom
Just 147th

Corp. agrees to purchase from the Seller, on the Closing                        
Date (as hereinafter defined) ninety percent (90%) of the issued and outstanding
shares of JDI ("JDI Stock").                                                    

 ARTICLE II -- PURCHASE PRICE AND PAYMENT.

  2.1 Subject to adjustments as provided in paragraph 3 below, the
aggregate purchase price to be paid to Seller for all the shares of JDI Stock to
be purchased by Acquisition Corp. hereunder shall be 44,000,000 shares of AcuBid
Common Stock, $.001 par value ("AcuBid Common Stock").                          

ARTICLE III -- ADJUSTMENTS OF PURCHASE PRICE.                 

 3.1 Seller contemplates arranging for the Selim K. Zilkha Trust
("Zilkha"), to purchase 5,000,000 shares (the "Additional Shares") of AcuBid    
Common Stock at $2.00 per share, for an aggregate cash purchase price of        
$10,000,000, at and subject to the Closing. AcuBid agrees to issue and sell the 
Additional Shares to Zilkha at such price subject to Zilkha making the same     
investment representations required of Seller under Section 4.20 of this        
Agreement. This Agreement is made in part for the benefit of Zilkha, and Zilkha 
shall be entitled to all rights, remedies and other benefits under this         
Agreement to which Seller is entitled, on a pro rata basis in accordance with   
the number of shares of AcuBid Common Stock issued or to be issued to each. Such
rights, remedies and other benefits shall include, without limitation, all      
representations, warranties, covenants and agreements of AcuBid and Acquisition 
Corp. hereunder and all registration rights granted to Seller under this        
Agreement. The parties acknowledge that after the Closing, Zilkha may transfer  
some or all of the Additional Shares to the children or grandchildren of Selim  
K. Zilka, or to trusts for their benefit, subject to such transferees making the
same investment representations required of Seller under Section 4.20 of this   
Agreement.                                                                      

ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF SELLER                

       Seller hereby represents and warrants to AcuBid and Acquisition Corp.
as follows:                                                                     

2 

DEFM14A
148th Page of 235
TOC
1st
Previous
Next
Bottom
Just 148th

     4.1 CORPORATE ORGANIZATION; GOOD STANDING JDI is a corporation duly
organized, validly existing and in good standing under the laws of Indonesia,   
and has the corporate power and authority to carry on its business as presently 
conducted. The copies of JDI's Certificate of Incorporation and By-Laws, and all
amendments thereto, which have heretofore been delivered to AcuBid and          
Acquisition Corp. are complete and correct as of the date hereof. JDI is duly   
qualified to do business and is in good standing in Indonesia.                  

        4.2 CAPITALIZATION As of the date hereof, the authorized capital stock
of JDI consists of 20,000,000,000 shares of Common Stock, par value 25          
Indonesian Rupiahs per share, of which 200,000,000 shares are issued and        
outstanding and owned of record and beneficially by the JDI Shareholders. There 
are no outstanding options, warrants, or other rights to subscribe for or       
purchase any capital stock of JDI or securities convertible into or exchangeable
for capital stock of JDI.                                                       

       4.3 SUBSIDIARIES JDI does not own, directly or indirectly, any shares
of capital stock of any corporation other than PT. Media Lintas Antarbuana ("PT.
MLA"), which validly exists and is in good standing under the laws of Indonesia,
has the corporate power and authority to carry on its business as presently     
conducted. The JDI Schedule attached hereto and made a part hereof sets forth an
accurate description of the capitalization of PT. MLA, and the number of shares 
and percentage of outstanding shares of each class of its capital stock owned   
(directly or indirectly) by JDI. The shares of capital stock of PT. MLA stated  
therein to be owned by JDI are so owned free and clear of all liens, options,   
charges or encumbrances of any kind, and are validly issued fully paid and      
non-assessable, and there are no outstanding options or agreements of any kind  
relating to the issuance to any person of any shares of capital stock or        
securities convertible into or exchange for capital stock of PT. MLA.           

      4.4 FINANCIAL STATEMENTS Seller has furnished AcuBid and Acquisition
Corp. with (i) the Consolidated Balance Sheet of JDI as at December 31, 1999,   
and the related                                                                 

3 

DEFM14A
149th Page of 235
TOC
1st
Previous
Next
Bottom
Just 149th

Consolidated Statements of Operations Changes in Stockholder Equity and Cash    
Flows from inception (February 25, 1999) to December 31, 1999, including the    
notes thereto, all certified by Arthur Andersen, independent certified public   
accountants. All such financial statements have been prepared in accordance with
generally accepted accounting principals consistently applied and fairly present
the financial position, results of operations, additional paid in capital and   
retained earnings and changes in financial position of JDI at such dates and for
the period indicated. The Balance Sheet as at December 31, 1999 is hereinafter  
referred to as the "JDI Balance Sheet" and the date thereof as the "JDI Balance 
Sheet Date".                                                                    

      4.5 ABSENCE OF CERTAIN EVENTS Since the JDI Balance Sheet Date there
has not been any:                                                               

               a. Material adverse changes in the business, operations, or
        financial condition of JDI or any physical damage, destruction or loss
      (whether or not covered by insurance) materially adversely affecting
the property or business of JDI;                              

                  b. Declaration, setting aside or payment of dividends or other
         distribution by JDI in respect of its capital stock, or any redemption,
purchase or other acquisition of any such stock;              

            c. Issuance, transfer, sale of, or contract to sell, any
        shares, warrants, options or other corporate securities or obligations
 convertible into shares of JDI capital stock, except as already
acknowledged by AcuBid and Acquisition Corp.;                 

                 d. Indebtedness incurred by JDI for borrowed money except for
    short term borrowings incurred in the ordinary course of business,
 except as already acknowledged by AcuBid and Acquisition Corp.;

           e. Mortgage, pledge or subjection to lien of any of the
        material assets or properties of JDI, except in the ordinary course of
business; or                                                  

                  f. Labor strike or other occurrence, event or condition of any
    similar character which materially adversely affects the business,
operations or financial condition of JDI.                     

4 

DEFM14A
150th Page of 235
TOC
1st
Previous
Next
Bottom
Just 150th

4.6 LIABILITIES As of the date hereof, there are no material  
liabilities, debt or obligations of JDI, of the type normally shown on a balance
sheet (including notes thereto) in accordance with generally accepted accounting
principles, whether accrued, absolute, contingent or otherwise and whether due  
or to become due, including, but not limited to, liabilities or obligations on  
account of taxes or other government charges, other than (i) liabilities        
disclosed in the JDI Balance Sheet or in the contracts or agreements referred to
therein, and (ii) liabilities incurred in the ordinary course of business since 
the JDI Balance Sheet Date none of which has been materially adverse to the     
business, operations or financial condition of JDI.                             

4.7 TAX RETURNS JDI has duly filed all tax reports and returns
(including, without limitation, income tax, franchise tax, gross receipts and   
sales tax and real personal property tax returns) required to be filed by it and
it has paid all taxes as shown on said returns and all assessments which it has 
received to the extent that such have become due or are not being contested in  
proceedings with respect thereto. The reserves for taxes reflected in the JDI   
Balance Sheet, and carried on JDI's books as of the date hereof, are in the     
opinion of JDI adequate, and except as otherwise shown on the JDI Balance Sheet,
there are no pending claims asserted for taxes or assessments against JDI.      

         4.8 TITLE TO PROPERTIES; ENCUMBRANCES JDI has good and marketable title
to all its material tangible property and assets reflected in the JDI Balance   
Sheet (except for properties and assets which since the JDI Balance Sheet Date  
have been sold or disposed of in the ordinary course of business), in each case 
subject to no mortgage, pledge, lien, conditional sale agreement, option to     
purchase, encumbrance or charge of any kind (except liens reflected in the JDI  
Balance Sheet or the notes thereto, liens for taxes not yet due, and minor      
imperfections of title and encumbrances, if any, which are not substantial in   
amount, do not materially detract from the value, or the present or contemplated
use of the property subject thereto, and do not materially impair the operations
of JDI.).                                                                       

5 

DEFM14A
151st Page of 235
TOC
1st
Previous
Next
Bottom
Just 151st

4.9 LITIGATION There are no claims, actions, proceedings or   
investigations pending, or to the best of JDI's knowledge and belief, threatened
against or affecting JDI which, if adversely determined, would have a material  
adverse effect upon the business, properties, operations or prospects, financial
or otherwise of JDI. JDI is not subject to or in default with respect to any    
material court or administrative order, writ, injunction, or decree applicable  
to it or its business, property or operations.                                  

      4.10 CONTRACTS AND OTHER DOCUMENTS JDI is not a party to or bound by
any material written or oral:                                                   

                 a. Employment contract or consulting agreement which is not
    terminable (without liability) on thirty (30) days' or less notice
         (subject to Indonesian laws and practice on termination of employment);

                 b. Plan, contract or arrangement for officers or directors,
or for employees generally, with respect to bonuses, incentive
         compensation, pensions, deferred compensation or retirement payment, or
    any profit sharing, stock option, stock purchase, hospitalization,
        insurance or other employee benefit plan otherwise than provided under
standard Indonesian practice;                                 

          c. Contract or agreement with any labor or trade union
association;                                                                    

            d. Lease with respect to any property, real, personal or
mixed, whether, as a lessOr or lessee, involving payment of an annual rental in 
excess of $10,000 except for lease of JDI office premises in Wisma Indonesia;   

                 e. Continuing contract or agreement for the future purchase
of any materials, equipment or supplies in excess of normal operating           
requirements;                                                                   

                  f. Material contract which by its terms requires the consent
of any party thereto to the consummation of the transactions contemplated       
hereby;                                                                         

                h. Contract or Commitment for the acquisition or sale of a
material portion of its assets not made in the ordinary course of business;     

                i. Contract or commitment involving payment by JDI of more
than $30,000 in the aggregate following the date hereof or extending beyond     
December 31,                                                                    

6 

DEFM14A
152nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 152nd

2000 and not terminable by JDI prior thereto except for regular consultants     
(lawyers, accountants, etc.) fees in the ordinary course of business or in      
connection with this transaction;                                               

             j. Contract or commitment between JDI and any officers,
directors or shareholders of JDI deviating from the ordinary course of business;
or                                                                              

                 k. Any other material contract or agreement not of the type
covered by any of the other specific items of this Section 4.10 and not made in 
the ordinary course of business.                                                

   Seller represents that neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will     
result in the breach of the terms and conditions of, or constitute a default    
under or cause the acceleration of the maturity of, or violate, as the case may 
be, any material agreement, lease, mortgage, note, bond, indenture, license or  
other document or undertaking, oral or written, to which JDI is a party or by   
which it is bound or by which it or any of its properties or assets may be      
subject, the breach of, default under, acceleration of or violation of which in 
the aggregate would have a material adverse affect upon JDI.                    

       4.11 INSURANCE Seller has delivered to AcuBid and Acquisition Corp. a
schedule which contains a list of all principal policies of fire, life,         
liability, workman's compensation, or other forms of insurance maintained by    
JDI.                                                                            

4.12 EMPLOYEES There are no directors, officers, employees or 
consultants of JDI whose current annual compensation is in excess of $50,000.00 
(U.S.).                                                                         

         4.13 BANK ACCOUNTS The JDI Schedule sets forth the name of each bank in
which there is an account or safe deposit box of JDI and the names of persons   
authorized to draw thereon or to have access thereto.                           

7 

DEFM14A
153rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 153rd

        4.14 NO VIOLATION Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate or    
conflict with (i) the Certificate of Incorporation or By-Laws of JDI or (ii) any
order, writ, injunction or decree of any court, administrative agency or        
governmental body to which JDI is a party.                                      

       4.15 CORPORATE AUTHORITY The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly     
authorized by the Board of Commissioners and Shareholders of JDI and no further 
corporate authorization on the part of JDI is necessary to consummate the       
transactions contemplated herein.                                               

        4.16 PENSION TRUST FUNDS JDI has no pension, profit sharing or similar
plan with respect to which any employees of JDI are participants.               

     4.17 PATENTS AND TRADEMARKS The JDI Schedule is a true and complete
list of all Indonesian trademarks and applications relating thereto owned or    
filed or currently in the process of registration by JDI which are of material  
importance to the business of JDI as presently conducted. To the best of JDI's  
knowledge, JDI has the right and authority to use such patent and trademark     
rights in Indonesia in connection with the conduct of its business in the manner
presently conducted and such use does not conflict with, infringe upon, or      
violate any patent, trademark or any application relating thereto, of any other 
person, firm or corporation.                                                    

    4.18 DISCLOSURE No representation or warranty of Seller or JDI set
forth in this Agreement contains or will contain any untrue statement of a      
material fact or omit to state any material fact necessary to make the          
statements herein or therein, in light of the circumstances in which they are   
made, not misleading.                                                           

      4.19 STOCK OWNERSHIP Seller is the record and beneficial owner of no
less than ninety percent (90%) of the issued and outstanding shares of JDI      
common stock, and has the full right, power and authority to sell, transfer,    
assign and deliver said shares as                                               

8 

DEFM14A
154th Page of 235
TOC
1st
Previous
Next
Bottom
Just 154th

provided in this Agreement, and, when so sold to Acquisition Corp. said shares  
shall be free and clear of any and all liens, claims, pledges, options,         
encumbrances and restrictions of whatever nature.                               

4.20 SECURITIES ACT COMPLIANCE                                

               a. Seller represents and warrants that the shares of AcuBid
       Common Stock to be acquired by him pursuant to this Agreement will be
      acquired for his own account and not with a view to the distribution
       thereof within the meaning of the Securities Act of 1933, as amended,
      (the "Act") and agrees that any transfer or other disposition of any
      shares of AcuBid Common Stock acquired by him hereunder will be made
   only pursuant to a registration statement under the Act which has
      become effective and is current with respect to the shares of AcuBid
   Common Stock being sold, or pursuant to a specific exemption from
    registration under the Act but only upon first having obtained the
       prior favorable written opinion with respect to such disposition from
AcuBid's counsel at the sole expense of AcuBid.               

           b. AcuBid may cause to be set forth on the certificates
    representing the shares of AcuBid Common Stock issued hereto or on
   certificates issued in exchange for all or part of such shares, a
 legend to the foregoing effect in form and substance reasonably
  satisfactory to AcuBid and AcuBid may issue such "stop transfer"
     instructions to its transfer agent in respect of all or any part of
such shares as AcuBid deems reasonably appropriate to prevent 
violations of the Act.                                        

                  c. Seller acknowledges that issuance and sale of the shares of
         AcuBid Common Stock to be acquired by him has not been registered under
 the Act and that such shares must be held indefinitely unless a
  subsequent disposition thereof is registered under the Act or an
        exemption from such registration is available. Seller understands that
     the exemption from registration afforded by Rule 144 of the General
      Rules and Regulations under the Act depends upon the satisfaction of
         various conditions and that, if applicable, such rule affords the basis
of sales of shares only in limited amounts and, in the case of
securities to which such rule is                              

9 

DEFM14A
155th Page of 235
TOC
1st
Previous
Next
Bottom
Just 155th

         not applicable, compliance with Regulation D or some other exemption of
         the Act will be required. Seller acknowledges that, except as otherwise
       provided in this Agreement, AcuBid has not undertaken to register the
       shares of AcuBid Common Stock to be delivered to Seller hereunder and
       that AcuBid will have no obligation to effect on behalf of Seller any
 other exemption from registration under the Act. AcuBid agrees,
     however, (i) that it will not voluntarily withdraw its registration
      under Section 12 of the Securities Exchange Act of 1934, as amended,
     and the rules and regulations thereunder (the "Exchange Act"), (ii)
       that it will use its best efforts to comply timely with the reporting
         requirements of Section 13 or 15 (d) of the Exchange Act, and otherwise
to keep its registration under Section 12 of the Exchange Act 
       effective, and (iii) that it will supply Seller with such information
        as may be necessary to enable Seller to make sales of shares of AcuBid
Common Stock under Rule 144 or its then equivalent.           

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF ACUBID

       AcuBid and Acquisition Corp. hereby, jointly and severally, represent
and warrant to Seller as follows:                             

        5.1 CORPORATE ORGANIZATION; GOOD STANDING AcuBid is a corporation duly
organized, validly existing and in good standing under the laws of the State of 
Delaware, and has the corporate power and authority to carry on its own business
as presently conducted. The copies of AcuBid's Certificate of Incorporation and 
By-Laws, and all amendments thereto, which have heretofore been delivered to    
Seller are complete and correct as of the date hereof. AcuBid is duly qualified 
to do business and is in good standing as a foreign corporation in every        
jurisdiction in which its ownership or leasing of properties requires such      
qualification, and, to the extent that the character of the business conducted  
by it may require such qualification in any other jurisdiction, the consequences
of the failure so to qualify in the aggregate would not under presently         

10

DEFM14A
156th Page of 235
TOC
1st
Previous
Next
Bottom
Just 156th

applicable law have a material adverse affect on its business as now conducted  
(financial or otherwise) or the results of its operations.                      

        5.2 CAPITALIZATION As of the date hereof, the authorized capital stock
of AcuBid consists of 50,000,000 shares of common stock, par value $.001 per    
share, of which 8,765,408 shares are issued and outstanding, and 10,000,000     
shares of Preferred Stock, $.001 par value, none of which is outstanding. There 
are no outstanding options, warrants or other rights to subscribe for or        
purchase any capital stock of AcuBid or securities convertible into or exchange 
for capital stock of AcuBid, except for outstanding options and warrants to     
purchase 2,595,000 shares of AcuBid Common Stock. All such issued and           
outstanding shares of AcuBid Common Stock are duly authorized, validly issued,  
fully paid and non-assessable. Any shares of AcuBid Common Stock which may be   
issued upon exercise of AcuBid options or warrants in accordance with the terms 
thereof will be duly authorized, validly issued, fully paid and non-assessable. 

       5.3 SUBSIDIARIES Neither AcuBid nor Acquisition Corp own, directly or
indirectly, any shares of capital stock of any corporation other than           
Acquisition Corp., which is a wholly-owned subsidiary of AcuBid. All of the     
issued and outstanding stock of Acquisition Corp is owned by AcuBid. The shares 
of capital stock of Acquisition Corp stated therein to be owned by AcuBid are so
owned free and clear of all liens, options, charges or encumbrances of any kind,
and are validly issued fully paid and non-assessable, and there are no          
outstanding options or agreements of any kind relating to the issuance to any   
person of any shares of capital stock or securities convertible into or         
exchangeable for capital stock of Acquisition Corp. Acquisition Corp. is a      
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. As of the date hereof, Acquisition Corp. in not and   
has not engaged in any trade or business.                                       

11

DEFM14A
157th Page of 235
TOC
1st
Previous
Next
Bottom
Just 157th

       5.4 NO VIOLATION Neither the execution and delivery of this Agreement
by AcuBid or Acquisition Corp. nor the consummation of the transactions         
contemplated hereby will violate or conflict with (i) the Certificate of        
Incorporation or By-Laws of AcuBid or Acquisition Corp., as respectively amended
to date, or (ii) any order, writ, injunction or decree of any court,            
administrative agency or governmental body to which AcuBid or Acquisition Corp. 
is a party, and will not result in a breach, violation or default or give rise  
to an event which, with the giving of notice or after the passage of time, or   
both would result in a breach, violation or default of any of the terms or      
provisions of any indenture, agreement, judgment, decree or other instrument or 
restriction to which AcuBid or Acquisition Corp is a party or by which they may 
be bound or affected.                                                           

         5.5 CORPORATE AUTHORITY The execution and delivery of the Agreement and
the consummation of the transactions contemplated hereby have been duly         
authorized by the Board of Directors of AcuBid and Acquisition Corp., and by    
AcuBid as sole shareholder of Acquisition Corp. Except for the approval of this 
transaction by the shareholders of AcuBid, no further corporate authorization on
the part of AcuBid or Acquisition Corp. is necessary to consummate the          
transactions contemplated hereby.                                               

       5.6 DISCLOSURE No representation or warranty of AcuBid or Acquisition
Corp. as set forth in the Agreement or the AcuBid Schedule, attached hereto and 
made a part hereof, contains or will contain any untrue statement of a material 
fact or omit to state any material fact necessary to make the statements herein 
or therein, in light of the circumstances in which they are made, not           
misleading.                                                                     

    5.7 SEC FILINGS. The AcuBid Common Stock is registered pursuant to
Section 12(g) of the Exchange Act and listed for quotation on the NASDAQ        
Over-the-Counter Bulletin Board under the symbol "EBID." AcuBid has filed all   
reports, schedules, forms, statements and other documents required to be filed  
by it with the Securities and Exchange Commission (the "SEC") pursuant to the   
reporting requirements of the                                                   

12

DEFM14A
158th Page of 235
TOC
1st
Previous
Next
Bottom
Just 158th

Exchange Act, including material filed pursuant to Section 13(a) or 15(d) (all  
of the foregoing, including filings incorporated by reference therein, being    
referred to herein as the "SEC Documents"). AcuBid has delivered to the Seller  
true and complete copies of the SEC Documents. As of their respective dates, the
SEC Documents complied, on a timely basis, in all material respects, with the   
reporting requirements of the Exchange Act and the rules and regulations        
promulgated thereunder, as well as any other federal, state and local laws,     
rules and regulations applicable to such SEC Documents, and none of the SEC     
Documents contained any untrue statement of a material fact or omitted to state 
a material fact required to be stated therein or necessary in order to make the 
statements contained therein, in light of the circumstances in which they are   
made, not misleading. The financial statements of AcuBid included in the SEC    
Documents comply as to form in all material respects with applicable accounting 
requirements and the published rules and regulations of the SEC or other        
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles  
applied on a consistent basis during the periods involved and fairly present in 
all material respects the financial position of AcuBid as of the dates thereof  
and the results of operations and cash flows for the periods then ended. AcuBid 
acknowledges that Seller will rely on all of the aforementioned documents which 
AcuBid has filed with the SEC.                                                  

         5.8 NO MATERIAL ADVERSE CHANGE Except as otherwise disclosed in the SEC
Documents, since the date of the most recent balance sheet included in the SEC  
Documents, no event has occurred or exists with respect to AcuBid or any of its 
subsidiaries which would be likely to have, or has had, a material adverse      
effect on AcuBid and its subsidiaries taken as a whole.                         

      5.9 COMPLIANCE WITH LAW Neither AcuBid nor Acquisition Corp. is in
violation of any laws, governmental orders, rules or regulations to which       
AcuBid, Acquisition Corp. or any of their respective properties or businesses   
are subject, which violation would have a material adverse effect on the        
business or operations of any of them.                                          

13

DEFM14A
159th Page of 235
TOC
1st
Previous
Next
Bottom
Just 159th

        5.10 ISSUANCE OF ACUBID COMMON STOCK The shares of AcuBid Common Stock
to be issued by AcuBid to Seller in exchange for his shares of JDI Stock, and   
the Additional Shares to be issued to Zilkha, all as contemplated by this       
Agreement, will be duly authorized, validly issued, fully paid and              
non-assessable.                                                                 

ARTICLE VI - COVENANTS

      Between the date hereof and the Closing Date, AcuBid and Acquisition
Corp. on the one hand, and JDI and Seller on the other hand, respectively,      
covenant and agree as follows:                                                  

 6.1 REGULAR COURSE OF BUSINESS JDI and AcuBid and each of their
respective subsidiaries will carry on their respective business substantially in
the same manner as heretofore. Neither AcuBid nor any of its subsidiaries will  
engage in any one or more activities or transactions outside of the ordinary    
course of their respective businesses as conducted as of the date hereof which  
in the aggregate shall be material to them as a group, and JDI will not engage  
in any one or more activities or transactions which shall be outside of the     
ordinary course of its business as conducted as of the date hereof which in the 
aggregate shall be material to it. Acquisition Corp. will not engage in any     
business.                                                                       

 6.2 ADDITIONAL SECURITIES Except as expressly set forth in this
Agreement, neither JDI nor AcuBid or any of its subsidiaries (including         
Acquisition Corp.) will issue or sell, or issue options or warrants to purchase,
any capital stock or securities convertible into or rights to subscribe to, or  
enter into any agreement or contracts with respect to, any of its capital stock,
or make any other changes in its authorized, issued or outstanding capital      
stock, provided that: (i) JDI may issue or sell shares of the JDI Stock upon the
exercise of its options or warrants outstanding as of the date hereof; (ii)     
AcuBid may issue or sell shares of its Capital Stock upon the exercise of its   
options or warrants outstanding as of the date hereof, all as disclosed in this 
Agreement; and (iii) AcuBid shall solicit its shareholders to approve an        
amendment to AcuBid's Certificate of Incorporation to                           

14

DEFM14A
160th Page of 235
TOC
1st
Previous
Next
Bottom
Just 160th

increase the authorized AcuBid Common Stock from 50,000,000 shares to           
100,000,000 shares, and AcuBid shall recommend that its shareholders vote in    
favor of such amendment.                                                        

         6.3 DIVIDENDS AND DISTRIBUTIONS Neither JDI nor AcuBid shall declare or
pay any dividend on any shares of its capital stock in cash, stock, or property;
make any other distribution with respect to any shares of its capital stock or  
directly or indirectly redeem, purchase or otherwise acquire any of its own     
capital stock; or make any other distribution of its assets to its shareholders.

        6.4 FULL ACCESS JDI and AcuBid and their respective subsidiaries shall
each afford to the officers and authorized representatives of the other full    
access to their respective plants, properties, books and records, in order that 
each party may have full opportunity to make such investigations as it shall    
deem necessary with respect to the affairs of the other; and the officers of    
each such party will furnish, and each such party will cause its auditors to    
furnish, the other party with such additional financial and operating data and  
other information as the other party from time to time reasonably requests. Each
party hereto agrees that it will hold in strict confidence all information      
obtained from the other party hereto, that it will not divulge such information 
to any other person, firm or corporation or use the same for its own benefit or 
for the benefit of any of its subsidiaries or affiliates and that it will return
all such confidential information to the party supplying the same if the sale   
herewith is not consummated for any reason. In the event that any investigation 
of AcuBid or Seller, as the case may be, results in the discovery of a          
misrepresentation or a breach of warranty as to a material matter made by the   
other party hereto, then AcuBid or Seller, as the case may be, shall promptly   
advise the party that made such misrepresentation or breach of warranty and, if 
such misrepresentation or breach can be cured prior to the Closing Date, the    
party that made such misrepresentation or breach shall be given an opportunity  
to attempt to cure the same. The failure to advise the other party hereto       
promptly of the discovery of a misrepresentation or breach of warranty as to a  
material matter made by such other party                                        

15

DEFM14A
161st Page of 235
TOC
1st
Previous
Next
Bottom
Just 161st

shall not constitute a waiver thereof, provided such other party shall be given 
an opportunity to cure the same.                                                

6.5 APPROVAL OF SHAREHOLDERS                                  

                 a. AcuBid will cause a meeting of its shareholders to be duly
      called and held as soon as practicable following the date hereof and
 will submit and recommend the transactions contemplated by this
      Agreement (including, without limitation, increase in the authorized
      AcuBid Common Stock from 50,000,000 shares to 100,000,000 shares) to
      its shareholders for approval at such meeting, and JDI agrees to use
         its best efforts to assist AcuBid in the preparation of any information
required by AcuBid in connection therewith including, without 
 limitation, a complete description of JDI business and required
financial information.                                        

                 b. The Seller shall vote all of the JDI Stock owned by Seller
      for the approval of this Agreement and the transactions contemplated
hereby prior to the Closing Date.                             

         6.6 SUPPLEMENT TO SCHEDULES AcuBid and Seller each will promptly advise
the other in writing of any matter arising or discovered after the date hereof  
which, if existing or known at the date hereof, would have been required to be  
set forth or described in any Schedule referred to in this Agreement.           

       6.7 CONSENTS AcuBid and Seller each agrees to use its best efforts to
obtain any and all third party consents and approvals required by the Agreement 
or any Schedule referred to herein for the consummation of the transactions     
contemplated hereby.                                                            

        6.8 FURTHER ASSURANCES Each party hereto agrees to execute and deliver
such instruments and take such other action as the other party may reasonably   
require in order to carry out the intent of this Agreement.                     

16

DEFM14A
162nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 162nd

ARTICLE VII - CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

Each and every obligation of Seller under this Agreement to be
performed on or before the Closing Date shall be subject to the satisfaction, on
or before the Closing Date, of the following conditions:                        

7.1 REPRESENTATION AND WARRANTIES TRUE; OBLIGATIONS PERFORMED 

      a. The representations and warranties made by AcuBid and Acquisition
Corp. in this Agreement shall be true and correct in all material respects both 
as of the date of this Agreement and as of the Closing Date unless otherwise    
specified herein, and each of AcuBid and Acquisition Corp shall have delivered  
to the Seller a certificate signed by its President and dated the Closing Date  
to such effect.                                                                 

     b. Each of AcuBid and Acquisition Corp shall have duly and properly
performed, complied with, satisfied and observed its covenants, agreements,     
conditions to closing and obligations contained in this Agreement to be         
performed, complied with, satisfied and observed on or before the Closing Date, 
and each shall have delivered to the Seller a certificate signed by its         
President and dated the Closing date to such effect.                            

        7.2 APPROVAL OF SHAREHOLDERS, ETC. The approval of the shareholders of
AcuBid and Acquisition Corp. referred to in section 6.5 hereof shall have been  
obtained in the manner required by applicable law; and all material consents    
from third parties required to consummate the transactions contemplated hereby  
shall have been obtained. Seller shall have received copies, certified by the   
Secretary of AcuBid or Acquisition Corp., as the case may be, of all resolutions
adopted by AcuBid's Board of Directors, by AcuBid as the sole shareholder of    
Acquisition Corp. and by Acquisition Corp.'s Board of Directors, with respect to
this Agreement.                                                                 

        7.3 PURCHASE PERMITTED BY APPLICABLE LAWS. The purchase of and payment
for the shares of AcuBid Common Stock to be purchased by Seller hereunder, and  
the issuance and sale of such shares to Seller hereunder, shall not be          
prohibited by any                                                               

17

DEFM14A
163rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 163rd

applicable law or governmental regulation, including, without limitation, all   
federal and applicable state securities laws.                                   

        7.4 NO ADVERSE DECISION. There shall be no action, suit, investigation
or proceeding pending or threatened by or before any court, arbitrator or       
administrative or governmental body which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this       
Agreement or questions the validity or legality of any such transactions or     
seeks to recover damages or to obtain other relief in connection with any such  
transactions.                                                                   

      7.5 DELIVERY OF ACUBID SHARES. AcuBid shall have delivered to Seller
and Zilkha, if applicable, certificates in their respective names for the shares
of AcuBid Common Stock to be acquired by each hereunder.                        

       7.6 APPROVALS AND CONSENTS. AcuBid and Acquisition Corp. each shall
have duly obtained all authorizations, consents, rulings, approvals, licenses,  
franchises, permits and certificates, or exemptions therefrom, by or of all     
governmental authorities and non-governmental administrative or regulatory      
agencies, domestic or foreign, having jurisdiction over them, their respective  
assets, this Agreement, the AcuBid Common Stock or the transactions contemplated
hereby, including without limitation, the approval of The NASDAQ                
Over-the-Counter Bulletin Board market, if required, and the consents of all    
third parties pursuant to existing agreements or instruments by which AcuBid or 
Acquisition Corp. is bound, which are required for AcuBid's or Acquisition      
Corp.'s execution, delivery and performance of this Agreement and the           
consummation of the transactions contemplated hereby, at no cost or other       
adverse consequence to Seller, and all thereof shall be in full force and effect
at the time of Closing, and AcuBid and Acquisition Corp. each shall have        
delivered to Seller a certificate signed by its President and dated the Closing 
Date to such effect (which may be stated to the best knowledge of such          
President).                                                                     

18

DEFM14A
164th Page of 235
TOC
1st
Previous
Next
Bottom
Just 164th

    7.7 ADVERSE CHANGE. Neither AcuBid nor Acquisition Corp shall have
suffered any material adverse change since the date of this Agreement in its    
business, affairs, prospects, financial condition, working capital, assets,     
liabilities (absolute, accrued, contingent or otherwise), reserves or           
operations, and each shall have delivered to Seller a certificate signed by its 
President and dated the Closing Date, to such effect (which may be stated to the
best knowledge of such President).                                              

     7.8 OPINIONS OF COUNSEL FOR ACUBID AND ACQUISITION CORP. Seller and
Zilkha, if applicable, shall have received from counsel for AcuBid and          
Acquisition Corp. (who may rely in part on opinions of other counsel            
satisfactory to Seller's counsel), an opinion dated the Closing Date, in form   
and substance reasonably satisfactory to Seller's counsel, to the effect that:  

                        a. AcuBid is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of             
incorporation;                                                                  

                        b. AcuBid has the corporate power and authority to
conduct its business as now being conducted; c. The authorized capital stock of 
AcuBid consists of 100,000,000 shares of Common Stock, par value $.001 per      
share, and 10,000,000 shares of Preferred Stock, par value $.001 per share, and 
the issued and outstanding shares, warrants and options of AcuBid's capital     
stock (the number of which shall be stated) have been duly and validly          
authorized and issued and are fully paid and non-assessable with no pre-emptive 
rights attaching to the ownership thereof.                                      

                          d. The authorized capital stock of Acquisition Corp.
consists of 1,000 shares of common stock, $.001 par value, of which 100 shares  
are issued and outstanding and owned by AcuBid and are fully paid and           
non-assessable.                                                                 

                          e. The shares of AcuBid Common Stock to be issued to
Seller or Zilkha pursuant to this Agreement are duly authorized and, when       
issued, will be validly issued, fully paid and non-assessable;                  

                  f. This Agreement has been duly executed and
delivered by AcuBid and Acquisition Corp. and is the valid and binding          
obligation of AcuBid and Acquisition                                            

19

DEFM14A
165th Page of 235
TOC
1st
Previous
Next
Bottom
Just 165th

Corp., and all corporate action by AcuBid and Acquisition Corp. required in     
order to authorize the transactions contemplated hereby has been duly taken;    

                   g. Neither the execution and delivery of this
Agreement by AcuBid or Acquisition Corp., nor the consummation of the           
transactions contemplated thereby, will violate the Certificate of Incorporation
or By-Laws of AcuBid or Acquisition Corp., or, to the best of the knowledge of  
such counsel, will result in a material violation of any material contract or   
agreement to which AcuBid or Acquisition Corp. is a party or will result in a   
material default under, or cause any acceleration in the maturity of, any       
material obligation to which AcuBid or Acquisition Corp. is a party (consents   
having been obtained), or violate any material order, writ injunction or decree 
of any court, administrative agency or governmental body binding upon           
Acquisition Corp. or AcuBid.                                                    

                         h. Except as set forth in said opinion, there is no
litigation, proceeding or governmental investigation pending or, to the best of 
such counsel's knowledge, threatened against or relating to AcuBid, its         
properties or business, officers or directors, or the transactions contemplated 
by this Agreement which if adversely determined could have a material adverse   
effect on the business, prospects, properties, assets, results of operations or 
financial condition of AcuBid.                                                  

       In rendering such opinion, counsel may rely on certificates of public
officials and upon certificates of officers of AcuBid and Acquisition Corp. as  
to factual matters and on opinions of other counsel of good standing whom they  
believe to be reliable as to matters to which the laws of jurisdictions other   
than Delaware are applicable.                                                   

      7.8 No action or proceeding shall have been instituted or threatened
before any court or governmental agency to restrain or prohibit, or to obtain   
substantial damages in respect of, this Agreement, or the consummation of the   
transactions contemplated herein.                                               

20

DEFM14A
166th Page of 235
TOC
1st
Previous
Next
Bottom
Just 166th

       7.10 The Bylaws (or any other charter documents specifying the number
of directors) of AcuBid and Acquisition Corp. shall have been amended to provide
for eight (8) directors. All directors of AcuBid and Acquisition Corp. will have
submitted their resignations effective as of the Closing, except for two (2) of 
the current directors of each such company, and the Board of each such company  
duly shall have appointed six (6) nominees of Seller to fill the vacancies      
created by such resignations (or additional unfilled directorships, as the case 
may be).                                                                        

ARTICLE VIII - CONDITIONS PRECEDENT TO THE OBLIGATIONS

 OF ACUBID AND ACQUISITION CORP.

      Each and every obligation of AcuBid and Acquisition Corp. under this
Agreement to be performed on or before the Closing Date shall be subject to the 
satisfaction, on or before the Closing Date, of the following conditions:       

8.1 REPRESENTATIONS AND WARRANTIES TRUE; OBLIGATIONS PERFORMED

                a. The representations and warranties made by JDI and Seller
in this Agreement shall be true and correct in all material respects at and as  
of the Closing Date as though such representations and warranties were made at  
and as of such time, except for any changes permitted by the terms hereof or    
consented to by AcuBid and except for any matters the aggregate cumulative      
effect of which on the financial condition, results of operations, prospects or 
assets of JDI and its subsidiaries taken as a whole, is not materially adverse. 

              b. JDI and Seller shall have performed and complied in all
material respects with all obligations and agreements required by this Agreement
to be performed and complied with by JDI and Seller prior to the Closing Date.  

                 c. JDI shall have delivered to AcuBid and Acquisition Corp. a
certificate of its President Director, dated the Closing Date, certifying to the
fulfillment of both of the forgoing conditions.                                 

21

DEFM14A
167th Page of 235
TOC
1st
Previous
Next
Bottom
Just 167th

        8.2 APPROVAL OF SHAREHOLDERS, ETC. The approval of the shareholders of
AcuBid and Acquisition Corp. referred to in Section 6.5 hereof shall have been  
obtained in the manner required by applicable law; and all material consents    
from third parties required to consummate the transactions contemplated hereby  
shall have been obtained. AcuBid and Acquisition Corp. shall have received      
copies, certified by the President Director of JDI of all resolutions adopted by
JDI's Board of Directors and Board of Commissioners and shareholders with       
respect to the approval of this Agreement and the transactions contemplated     
thereby.                                                                        

        8.3 OPINION OF COUNSEL FOR JDI AcuBid and Acquisition Corp. shall have
received from counsel for JDI and Seller (who may rely in part on opinions of   
other counsel satisfactory to AcuBid's counsel), an opinion dated the Closing   
Date, in form and substance reasonably satisfactory to AcuBid's counsel, to the 
effect that:                                                                    

                a. JDI is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation;           

               b. JDI has the corporate power and authority to conduct its
business as now being conducted;                                                

      c. The authorized capital stock of JDI consists of
20,000,000,000 shares of Common Stock, par value 25 Indonesian Rupiahs per      
share, and the issued and outstanding shares of JDI's capital stock (the number 
of which shall be stated) have been fully and validly authorized and issued and 
are fully paid and non-assessable;                                              

                 d. This Agreement has been duly executed and delivered by JDI
and is a valid and binding obligation of JDI; and all corporate action by JDI   
required in order to authorize the transactions contemplated hereby has been    
duly taken;                                                                     

              e. Subject to Sections 12.11 and 12.17 herein, neither the
execution and delivery of this Agreement by JDI, nor the consummation of the    
transactions contemplated thereby, will violate the Certificate of Incorporation
or By-Laws of JDI, or, to the best of the knowledge of such counsel, will result
in a material violation of any material contract or agreement to which JDI is a 
party or will result in a material default under, or cause any acceleration in  
the maturity of, any material obligation to which JDI                           

22        

DEFM14A
168th Page of 235
TOC
1st
Previous
Next
Bottom
Just 168th

is a party (consents having been obtained), or violate any material order, writ 
injunction or decree of any court, administrative agency or governmental body   
binding upon JDI.                                                               

                 f. This Agreement and all other agreements and instruments to
be executed in connection herewith by Seller have been fully executed and       
delivered by Seller and constitute the legal, valid and binding obligation of   
Seller, except as limited by bankruptcy, insolvency or other laws affecting     
generally the enforcement of creditors' rights;                                 

                 g. Seller has full right, power, legal capacity and authority
to enter into this Agreement and to sell, transfer and deliver to Acquisition   
Corp. the shares of JDI Stock as provided in this Agreement; and that upon      
delivery of certificates representing said shares in accordance with the terms  
of this Agreement, good and marketable title thereto, free and clear of any and 
all claims, liens, charges, restrictions, encumbrances and equities, will pass  
to Acquisition Corp. and                                                        

       h. Except as set forth in said opinion, there is no
litigation, proceeding or governmental investigation pending or, to the best of 
such counsel's knowledge, threatened against or relating to JDI, its properties 
or business, officers or directors, or the transactions contemplated by this    
Agreement which if adversely determined could have a material adverse effect on 
the business, prospects, properties, assets, results of operations or financial 
condition of JDI.                                                               

       In rendering such opinion, counsel may rely on certificates of public
officials and upon certificates of Seller and officers of JDI as to factual     
matters and on opinions of other counsel of good standing whom they believe to  
be reliable as to matters to which the laws of jurisdictions other than         
Indonesia are applicable.                                                       

      8.4 No action or proceeding shall have been instituted or threatened
before any court or governmental agency to restrain or prohibit, or to obtain   
substantial damages in respect of, this Agreement, or the consummation of the   
transactions contemplated herein.                                               

        8.5 PURCHASE PERMITTED BY APPLICABLE LAWS. The purchase of and payment
for the shares of AcuBid Common Stock to be purchased by Seller hereunder, and  
the issuance and sale of such shares to Seller hereunder, shall not be          
prohibited by any                                                               

23

DEFM14A
169th Page of 235
TOC
1st
Previous
Next
Bottom
Just 169th

applicable law or governmental regulation, including, without limitation, all   
federal and applicable state securities laws.                                   

        8.6 NO ADVERSE DECISION. There shall be no action, suit, investigation
or proceeding pending or threatened by or before any court, arbitrator or       
administrative or governmental body which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this       
Agreement or questions the validity or legality of any such transactions or     
seeks to recover damages or to obtain other relief in connection with any such  
transactions.                                                                   

        8.7 DELIVERY OF JDI SHARES. Seller shall have delivered to Acquisition
Corp. certificates evidencing the JDI Stock to be transferred hereunder,        
registered in the name of Acquisition Corp.                                     

   8.8 APPROVALS AND CONSENTS. Seller and JDI each shall have duly
obtained all authorizations, consents, rulings, approvals, licenses, franchises,
permits and certificates, or exemptions therefrom, by or of all governmental    
authorities and non-governmental administrative or regulatory agencies, domestic
or foreign, having jurisdiction over them, their respective assets, this        
Agreement, the JDI Stock or the transactions contemplated hereby, and the       
consents of all third parties pursuant to existing agreements or instruments by 
which Seller or JDI is bound, which are required for Seller's or JDI's          
execution, delivery and performance of this Agreement and the consummation of   
the transactions contemplated hereby, at no cost or other adverse consequence to
AcuBid or Acquisition Corp., and all thereof shall be in full force and effect  
at the time of Closing, and Seller and JDI each shall have delivered to AcuBid  
and Acquisition Corp. a certificate signed by Seller or JDI's President, as the 
case may be, and dated the Closing Date to such effect (which may be stated to  
the best knowledge of such person).                                             

      8.9 ADVERSE CHANGE. JDI shall not have suffered any material adverse
change since the date of this Agreement in its business, affairs, prospects,    
financial condition,                                                            

24

DEFM14A
170th Page of 235
TOC
1st
Previous
Next
Bottom
Just 170th

working capital, assets, liabilities (absolute, accrued, contingent or          
otherwise), reserves or operations, and JDI shall have delivered to AcuBid and  
Acquisition Corp. a certificate signed by its President and dated the Closing   
Date, to such effect (which may be stated to the best knowledge of such         
President).                                                                     

         8.10 EMPLOYMENT AGREEMENT. AcuBid shall have entered into an employment
agreement with Michael Schaffer on the following principal terms: Michael       
Schaffer shall agree to serve as Chief Executive Officer for a period of five   
(5) years. Michael Schaffer shall receive $150,000 in annual compensation along 
with an agreed upon qualified option package. The Board of Directors of AcuBid  
may at any time terminate Michael Schaffer by providing him with a severance of 
1-1/2 years of compensation at any time during the first year; 1 year of        
compensation during the next 3 years, and 1/2 year of compensation for the last 
year. Similar packages shall be provided to Waddy Stephenson and Larry Schaffer 
at their present salary levels at AcuBid. Notwithstanding anything to the       
contrary in this Agreement, such employment agreements (including, without      
limitation, the agreed upon qualified option packages) shall be subject to      
Seller's reasonable approval, provided, however, that the foregoing term "agreed
upon qualified option package" shall mean as agreed to by Seller and such       
employees.                                                                      

ARTICLE IX -- CLOSING.

     9.1 The Closing under this Agreement shall take place at a mutually
agreed upon location upon five (5) days prior written notice from AcuBid to     
Seller or at such other time and place as mutually may be agreed upon by the    
parties hereto; provided, however, that the Closing shall take place no later   
than August 31, 2000. The time and date of the Closing is referred to in this   
Agreement as the "Closing Date".                                                

                 a. On the Closing Date, Seller and JDI shall deliver or cause
to be delivered to AcuBid and Acquisition Corp. the following:                  

                           i. Certificates representing all of the shares of JDI
Stock to be acquired by Acquisition Corp. hereunder, registered in the name of  
Acquisition Corp;                                                               

25

DEFM14A
171st Page of 235
TOC
1st
Previous
Next
Bottom
Just 171st

                           ii. The certificates, executed by JDI, referred to in
paragraphs 8.1 (c) and 8.2;                                                     

                           iii. The opinion of counsel for Seller referred to in
paragraph 8.3;                                                                  

                 iv. Such other documents and instruments as
reasonably may be requested by, and in form and substance satisfactory to,      
counsel for AcuBid and Acquisition Corp.;                                       

                 b. On the Closing Date, AcuBid and/or Acquisition Corp. shall
deliver to Seller the following:                                                

                     i. Stock certificates registered in the name of
Seller and Zilkha, if applicable, representing the number of shares of AcuBid   
Common Stock to be received by each hereunder:                                  

                          ii. The certificates of the respective Presidents of
AcuBid and Acquisition Corp. referred to in Article VII;                        

                           iii. An opinion of counsel for AcuBid and Acquisition
Corp. referred to in paragraph 7.8;                                             

                        iv. Certified copies of resolutions referred to in
paragraph 7.2;                                                                  

                        v. Corporate and tax good standing certificates of
AcuBid and Acquisition Corp from the respective jurisdiction in which they are  
incorporated or transact business;                                              

                           vi. Certified copies of the Articles of Incorporation
and Bylaws of AcuBid and Acquisition Corp;                                      

                      vii. The written resignation of the directors of
AcuBid and Acquisition Corp and all documents necessary to elect or appoint the 
appropriate individuals to such positions in accordance with this Agreement, all
as provided in Section 7.10;                                                    

                     viii. All documents necessary or appropriate to
change the authorized signatories of AcuBid's and Acquisition Corp's bank       
accounts and to otherwise take possession and full operational control of AcuBid
and Acquisition Corp and their respective assets; and                           

26

DEFM14A
172nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 172nd

                 ix. Such other documents and instruments as
reasonably may be requested by, and in form and substance satisfactory to,      
counsel for the Seller.                                                         

 ARTICLE X - TERMINATION OF REPRESENTATIVE
 AND WARRANTIES; SURVIVAL OF COVENANTS

            The respective representations and warranties of Acubid,
Acquisition Corp., JDI, and Seller contained in this Agreement shall expire and 
terminate on the Closing Date. The obligations under all covenants and          
agreements which are to be performed after the Closing Date shall survive the   
Closing Date. All other covenants, agreements, and certificates shall expire and
terminate on the Closing Date.                                                  

ARTICLE XI - REGISTRATION RIGHTS

     11.1 DEFINED TERMS. As used in this Article XI, the following terms
shall have the following respective meanings: a. "Eligible Shareholders" shall  
mean Seller, Zilkha and any Transferee holding Restricted Stock.                

                       b. "Maximum Includable Underwritten Shares" shall
mean the maximum number of shares of Acubid Common Stock and other classes of   
stock of Acubid that a managing or principal underwriter, in its good faith     
judgment, deems it practicable to offer and sell at that time in a firm         
commitment underwritten offering at a reasonable price.                         

                           c. "Prospectus" shall mean any Preliminary Prospectus
and final Prospectus (as such may be amended or supplemented) which constitutes 
Part I of a Registration Statement filed with the SEC.                          

                        d. "Registration Expenses" shall mean all expenses
arising out of or related to the preparation, filing, amendment and             
supplementing of a Registration Statement, including, without limitation, all   
legal and accounting fees, transfer agents' and registrars' fees, SEC filing    
fees, NASD filing fees, printing costs, registration or qualification fees and  
expenses to comply with "blue sky" or other state securities laws, the fees of  
other experts, and any expenses or other compensation paid to the               

27

DEFM14A
173rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 173rd

underwriters; provided however, that Registration Expenses shall not include    
underwriting commissions and discounts and transfer taxes, if any, payable in   
connection with the sale of shares of Acubid Common Stock, and any legal fees   
for counsel to a Holder.                                                        

                           e. "Restricted Stock" shall mean the shares of Acubid
Common Stock received by Seller or Zilkha pursuant to this Agreement (restricted
only in terms of the Act), whether held by such persons or by any Transferee;   
provided, however, that shares of Acubid Common Stock transferred by an Eligible
Shareholder pursuant to an effective Registration Statement or amendment        
thereto, or in a transaction permitted by Rule 144 under the Act, or any        
successor rule or regulation, or shares of Acubid Common Stock no longer subject
to any restriction against transferability under the Act, shall not thereafter  
be considered Restricted Stock.                                                 

                      f. "Holder" shall mean each holder of Restricted
Stock for whom shares are included or proposed to be included in a Registration 
Statement filed or to be filed by Acubid.                                       

                   g. "Transfer" shall include any sale, pledge,
assignment, encumbrance or other disposition of any shares of Restricted Stock  
or of any part thereof or interest therein.                                     

                           h. "Transferee" shall mean any person to which Seller
or Zilkha shall have Transferred Restricted Stock in compliance with an         
available exemption from registration under the Act, to the extent that any of  
such persons shares remain Restricted Stock after such Transfer.                

                           i. "Market Value" shall mean the mean between the bid
and asked quotations in the over the counter market as determined by the NASDAQ 
system for the 10 trading days immediately prior to the date of the includable  
shares notice.                                                                  

11.2 INCIDENTAL REGISTRATIONS.              

             a. If at any time Acubid proposes to file on its behalf
and/or on behalf of any of its security holders a Registration Statement under  
the Act on form S-1, or on any other form for the general registration of       
securities to be sold for cash with respect to any                              

28

DEFM14A
174th Page of 235
TOC
1st
Previous
Next
Bottom
Just 174th

class of equity security (as defined in Section 3(a)(11) under the Exchange     
Act), Acubid shall be required to give written notice to each Eligible          
Shareholder at least thirty (30) days before the filing with the Commission of  
such Registration Statement. The notice shall offer to include in such filing on
the same terms and conditions as the securities proposed to be included in such 
Registration Statement of Acubid and/or any of its security holders such number 
of shares of Restricted Stock as the Eligible Shareholders may request, subject 
to the limitations hereinafter set forth. Those Eligible Shareholders desiring  
to have Restricted Stock registered under this section 11.2 shall be required   
(i) to so advise Acubid in writing within twenty (20) days after the date of    
receipt of such offer from Acubid, setting for the number of shares of          
Restricted Stock for which registration is requested, and (ii) to deliver to    
Acubid a letter from counsel (who shall be reasonably satisfactory to Acubid)   
for those Eligible Shareholders requesting registration to the effect that      
registration under the Act of the proposed sale of such Restricted Stock is     
required under the Act in order to Transfer such Restricted Stock in the manner 
contemplated. Acubid shall thereupon include in such filing subject to the      
limitations hereinafter set forth, the Restricted Stock proposed to be offered  
for sale by the Eligible Shareholders making such request, on the same terms and
conditions as the securities proposed to be included in such filing on behalf of
Acubid and/or any of its security holders, and shall use its best efforts to    
effect registration under the Act of the sale of such shares.                   

                b. The right of the Eligible Shareholders to have Restricted
Stock included in any Registration Statement filed by Acubid in accordance with 
the provisions of this Section 11.2 shall be subject to the following           
limitations and conditions:                                                     

                         i. Acubid shall, in its sole discretion, select the
underwriter or underwriters, if any, who are to undertake the sale and          
distribution of the Restricted Stock to be included in a Registration Statement 
filed under the provisions of this Section 11.2;                                

                          ii. In the event the Registration Statement proposed
to be filed by Acubid pursuant to this Section 11.2 shall be, in whole or in    
part, for a firm commitment underwritten primary public offering of securities  
of Acubid, Acubid shall, as soon as practicable after the expiration of the     
twenty (20) day period provided for in Section                                  

29

DEFM14A
175th Page of 235
TOC
1st
Previous
Next
Bottom
Just 175th

11.2(a) furnish each Holder with a written statement of the managing or         
principal underwriter as to the Maximum Includable Underwritten Shares (the     
"Includable Shares Notice"). If the total number of shares of Acubid Common     
Stock and other classes of stock of Acubid proposed to be included in such      
underwritten public offering is in excess of the Maximum Includable Underwritten
Shares, the number of shares of Restricted Stock to be included within the      
coverage of such Registration Statement and which are to be underwritten shall  
be reduced to the Maximum Includable Underwritten Shares as follows: (A) First, 
AcuBid shall be entitled to include all securities it proposes to sell; (B)     
Second, the Holders (on a pro rata basis or as they otherwise may agree) shall  
be entitled to include the shares of Restricted Stock as to which they have     
requested registration to the extent that such shares, together with the shares 
to be included under clause (A), do not exceed the Maximum Includable           
Underwritten Shares; and (C) any other security holders with registration rights
shall be entitled to include their securities to the extent that such           
securities, together with the shares to be included under clauses (A) and (B),  
do not exceed the Maximum Includable Underwritten Shares.                       

            c. No reduction shall be made in the number or amount or
securities to be registered for the account of Acubid;                          

                 d. The right to required incidental registration of shares of
Restricted Stock under this Section 11.2 shall terminate upon the expiration of 
five (5) years following the Closing Date.                                      

              e. Anything contained in this Section 11.2 to the contrary
notwithstanding, the right to require incidental registration of shares of      
Restricted Stock hereunder shall not apply to a Registration Statement relating 
to an offering solely for the account of security holders of a single           
corporation with respect to securities issued or to be issued by Acubid in      
connection with the acquisition of the stock or assets, or the merger or        
consolidation, of such corporation by or with Acubid, which Registration        
Statement is filed by Acubid within ninety (90) days following the closing of   
such acquisition.                                                               

               f. Acubid agrees to furnish each Holder with such number of
copies of the Prospectus as such Holder may reasonably request in order to      
facilitate the sale and distribution of his Restricted Stock.                   

30

DEFM14A
176th Page of 235
TOC
1st
Previous
Next
Bottom
Just 176th

11.3 REQUESTED REGISTRATIONS.               

                  a. If any Eligible Shareholder proposes, on or after the later
of July 31, 2000 or thirty (30) days after the Closing Date to offer for sale,  
sell or transfer any Restricted Stock pursuant to Section 5 of the Act, then    
they will give Acubid written notice to that effect specifying the number of    
shares proposed to be sold, the identity of the proposed underwriter and the    
plan for distribution of such shares. Such notice shall be delivered to Acubid, 
together with a letter from counsel (who shall be reasonably satisfactory to    
Acubid) for such Eligible Shareholder to the effect that registration under the 
Act of the proposed sale of such Restricted Stock is required under the Act in  
order to Transfer such Restricted Stock in the manner contemplated.             

                b. If and when Acubid shall be required by the provisions of
this Section 11.3 to effect the registration of any Restricted Stock under the  
Act, Acubid will, as expeditiously as possible:                                 

                          i. Give written notice to all Eligible Shareholders,
who were not a party to the aforementioned notice to Acubid requesting          
registration of shares, advising them of its intention to effect a proposed     
registration and to include in such proposed registration the shares of         
Restricted Stock which any such Eligible Shareholder requests Acubid to         
register, provided such request is furnished to Acubid in writing within twenty 
(20) days after the date of receipt of the aforesaid notice from Acubid.        

                           ii. Prepare and file a Registration Statement on Form
S-1, or other form for the general registration of securities as may be         
appropriate (giving effect to the plan or distribution of the Restricted Stock  
proposed to be transferred), and use its best efforts to cause such Registration
Statement to become effective in order that the Holders may sell their          
Restricted Stock in accordance with their proposed plan of distribution.        

                        iii. Prepare and file with the SEC such amendments
and supplements to such Registration Statement and the prospectus used in       
connection therewith as may be necessary to keep such Registration Statement    
effective and to                                                                

31

DEFM14A
177th Page of 235
TOC
1st
Previous
Next
Bottom
Just 177th

comply with the provisions of the Act with respect to the offer of the          
Restricted Stock covered by such Registration Statement during the period       
required by the Holders for distribution of the Restricted Stock; and           

                         iv. Furnish to each Holder such number of copies of
the Prospectus as such Holder may reasonably request in order to facilitate the 
transfer of the Restricted Stock.                                               

                c. The right of the Eligible Shareholders to have Restricted
Stock registered under the Act pursuant to the provisions of this section 11.3  
shall be subject to the following limitations and conditions:                   

                     i. If a request for registration is made within
thirty (30) days prior to or following the conclusion of Acubid's then current  
fiscal year, Acubid shall have the right to delay the filing of a Registration  
Statement for a period of ninety (90) days, or for such a period in time until  
Acubid receives its audited financial statements for such fiscal year, whichever
first occurs;                                                                   

                       ii. In the event that the Holders request to sell
Restricted Stock in an underwritten offering and fifty (50%) percent or more of 
the Market Value (as                                                            

32

DEFM14A
178th Page of 235
TOC
1st
Previous
Next
Bottom
Just 178th

determined in accordance with Section 11.2(b)) of the Acubid securities proposed
to be included in any such Registration Statement shall be for the account of   
Acubid and any shareholders of Acubid other than Eligible Shareholders, then    
Acubid shall have the right to select the underwriter or underwriters to        
undertake the sale of the stock included in the Registration Statement. If more 
than fifty (50%) percent of the Market Value of the Acubid securities proposed  
to be included in any such Registration Statement shall be for the account of   
Eligible Shareholders, then the Holders shall have the right to select the      
underwriter or underwriters who are to undertake the sale and distribution of   
Restricted Stock to be included in a Registration Statement filed under the     
provisions of this Section 11.3, subject to the prior approval thereof by       
Acubid, which approval will not be unreasonably withheld or delayed;            

                          iii. The Eligible Shareholders shall not be entitled
to request more than one (1) Registration Statement under the provisions of this
Section 11.3; provided, however, if more than fifty (50%) percent of the Market 
Value (as determined pursuant to Section 11.2(b)) of the Acubid securities      
included in any such Registration Statement shall be for the account of Acubid  
and any shareholders of Acubid other than Eligible Shareholders, then such      
Registration Statement shall not constitute a Registration Statement requested  
by Eligible Shareholders for the purpose of this Section 11.3 but shall be      
deemed an incidental registration under Section 11.2;                           

                           iv. Any request for a Registration Statement required
to be filed by Acubid pursuant to this Section 11.3 shall be made by Eligible   
Shareholders owning beneficially a minimum of 5,000,000 shares of Restricted    
Stock who propose to register up to 17,500,000 shares of Restricted Stock in    
such Registration Statement;                                                    

                           v. The shares of Restricted Stock referred to in this
Section 11.3 shall be adjusted to reflect any changes in the capitalization of  
Acubid through reorganization, re-capitalization, stock split, stock dividend,  
combination of shares, merger, consolidation or otherwise;                      

                           vi. Acubid shall have the right to include any Acubid
securities in any Registration Statement filed by Acubid pursuant to this       
Section 11.3; provided, however, if the managing underwriter determines that the
total number of Acubid securities proposed to be included in any such           
Registration Statement exceeds the Maximum Includable Underwritten Shares, then 
all of the Acubid securities proposed to be included in such Registration       
Statement by Acubid and by any other shareholders of Acubid, shall be excluded  
from such Registration Statement before any shares to be offered by the Holders 
shall be excluded; provided, further, if the managing underwriter determines    
that the number of Acubid securities proposed to be included in such            
Registration Statement should be further reduced, then such reduction shall be  
pro rata based upon the number of shares of Acubid Common Stock which each      
Holder requested to have registered (unless the Holders have agreed to a        
different allocation);                                                          

                 vii. Acubid shall not be required to file a
Registration Statement on behalf of any Eligible Shareholder pursuant to the    
provisions of this Section 11.3 within a period of six (6) months after the     
effective date of any Registration Statement filed by Acubid with respect to    
which Acubid complied with the incidental registration provisions of Section    
11.2; provided, however, that Acubid shall have                                 

33

DEFM14A
179th Page of 235
TOC
1st
Previous
Next
Bottom
Just 179th

registered all of the shares of Restricted Stock with respect to which          
registration was requested by such Eligible Shareholder and such registration   
shall have remained effective for a period of not less than thirty (30)         
consecutive days (unless all such shares of Restricted Stock were previously    
sold pursuant to such registration); and                                        

                           viii. The right to require registration of Restricted
Stock under this Section 11.3 shall terminate upon the expiration of five (5)   
years following the Closing Date.                                               

11.4 GENERAL                                

        a. Acubid shall have sole control in connection with
preparing, filing, withdrawing, amending or supplementing any Registration      
Statement under the Act to be filed on behalf of the Holders.                   

               b. Acubid shall use its best efforts to register or qualify
the Restricted Stock covered by any Registration Statement under the Act filed  
on behalf of any Holder under such securities or Blue Sky laws in such          
jurisdictions as the Holders may reasonably request; provided, however, that    
Acubid reserves the right, in its sole discretion, not to register or qualify   
shares of Restricted Stock in any jurisdiction where such shares do not meet the
requirements of such jurisdiction, or where registration or qualification would 
be contrary to Acubid's best interests.                                         

                c. In the event any Eligible Shareholder proposed to include
his or its Restricted Stock in any Registration Statement filed pursuant to     
Section 11.2 and said Restricted Stock is proposed to be sold in an underwritten
offering, such Eligible Shareholder agrees to enter into an underwriting        
agreement containing customary terms and conditions.                            

         11.5 INDEMNIFICATION In the event of the registration of any Restricted
Stock under the Act pursuant to the provisions of this Agreement, AcuBid agrees 
to indemnify and hold harmless the Holder of such Restricted Stock, each        
underwriter, if any, of such Restricted Stock, and each person who controls such
Holder or any such underwriter within the meaning of Section 15 of the Act, from
and against any and all losses, claims,                                         

34

DEFM14A
180th Page of 235
TOC
1st
Previous
Next
Bottom
Just 180th

damages or liabilities, joint or several, to which such Holder, underwriter or  
controlling person may become subject under the Act or at common law or         
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged 
untrue statement of any material fact contained, on the effective date thereof, 
in any Registration Statement under which such Restricted Stock was registered  
under the Act, and Prospectus contained therein, or any amendment or supplement 
thereto or arise out of or are based upon the omission or alleged omission to   
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (in the case of a Prospectus)         
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading; and will reimburse such Holder, each such 
underwriter, and each such controlling person for any legal or any other        
expenses reasonably incurred by such Holder, underwriter or controlling person  
in connection with investigating or defending any such losses, claim, damages,  
liability or action; provided, however, that AcuBid will not be liable in any   
such case to the extent that any such loss, claim, damage or liability arises   
out of or is based upon an untrue statement or alleged untrue statement or      
omission or alleged omission made in such Registration Statement, such          
Prospectus or such amendment or supplement in reliance upon and in conformity   
with written information furnished to AcuBid by such Holder, underwriter or     
controlling person specifically for use in preparation thereof.                 

        In the event of the registration of any Restricted Stock under the Act
pursuant to the provisions hereof, each Holder of Restricted Stock, each        
underwriter, if any, of such Restricted Stock, and each person who controls such
Holder or any such underwriter within the meaning of Section 15 of the Act,     
severally and not jointly agrees to indemnify and hold harmless AcuBid, each    
person who controls AcuBid within the meaning of Section 15 of the Act, each of 
its officers who signs the Registration statement and each director of AcuBid,  
from and against any losses, claims, damages or liabilities, joint or several,  
to which AcuBid, such controlling person or any such officer or director may    
become subject under the Act or at common law or otherwise, insofar as such     
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon                                                            

35

DEFM14A
181st Page of 235
TOC
1st
Previous
Next
Bottom
Just 181st

any untrue statement or alleged untrue statement of any material fact contained,
on the effective date thereof, in any Registration Statement under which such   
Restricted Stock was registered under the Act, any Prospectus contained therein,
or amendment or supplement thereto, or arise out of or are based upon the       
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein not misleading, or   
(in the case of a Prospectus) necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, which untrue   
statement or omission or alleged omission was made therein in reliance upon and 
in conformity with, written information furnished to AcuBid by such Holder,     
controlling person or underwriter, specifically for use in connection with the  
preparation thereof; and will reimburse AcuBid, such controlling person or each 
such officer or director for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,     
damage, liability or action.                                                    

 Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect  
thereof is to be made against any indemnifying party, give written notice to    
such indemnifying party of the commencement thereof, but the omission so to     
notify the indemnifying party will not relieve it from any liability to which it
may have to any indemnified party otherwise than pursuant to the provisions of  
this Section 11.5. In case any such action is brought against any indemnified   
party, and it notifies any indemnifying party of the commencement thereof, the  
indemnifying party will be entitled to participate in, and to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to      
assume the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its   
election so to assume the defense thereof, the indemnifying party will not be   
liable to such indemnified party for any legal or other expenses subsequently   
incurred by such indemnified party in connection with the defense thereof, other
than the reasonable cost of investigation.                                      

11.6 EXPENSES.                                                

36

DEFM14A
182nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 182nd

                  a. In connection with any incidental registration on behalf of
the Eligible Shareholders of any Restricted Stock under the Act pursuant to the 
provisions of Section 11.2 of this Agreement, AcuBid shall pay all Registration 
Expenses.                                                                       

                 b. In connection with the requested registration on behalf of
the Eligible Shareholders of any Restricted Stock under the Act pursuant to the 
provisions of Section 11.3 of this Agreement, AcuBid shall pay all Registration 
Expenses, except that the Holders shall pay SEC, NASD and Blue Sky registration 
and filing fees attributable solely to inclusion of the Holders' shares of      
Restricted Stock in such Registration Statement and the related filings under   
Blue Sky laws.                                                                  

       11.7 TRANSFEREES In the event that any shares of the Restricted stock
shall at any time be transferred of record by any Eligible Shareholder other    
than pursuant to an effective Registration Statement or pursuant to Rule 144 of 
the Act, the rights herein conferred upon such Eligible Shareholder shall extend
to the transferee of such shares, subject in any event to the limitations and   
conditions set forth herein.                                                    

        11.8 EXISTING REGISTRATION RIGHTS. AcuBid represents and warrants that
the only outstanding registration rights held by other security holders of      
AcuBid are incidental or "piggyback" registration rights for "to include . . .  
shares in up to two (2) registration statements filed by [AcuBid] to the extent 
[AcuBid], any underwriter and any other party to the registration statement deem
it feasible to include such shares."                                            

ARTICLE XII - MISCELLANEOUS PROVISIONS

       12.1 GOVERNING LAW This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the   
State of Delaware, except insofar as the internal law of any other political    
entity or jurisdiction shall specifically and mandatorily apply to any of the   
transactions contemplated hereby.                                               

37

DEFM14A
183rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 183rd

 12.2 AMENDMENT AND MODIFICATION Subject to applicable law, this
Agreement may be amended, modified and supplemented by mutual written agreement 
of the respective parties hereto, at any time prior to the Closing Date with    
respect to any of the terms contained herein, whether before or after the       
approval of this Agreement by the shareholders of AcuBid: provided, however,    
that no such amendment, modification or supplement may be executed which would  
materially and adversely affect the rights of AcuBid shareholders after approval
by AcuBid shareholders.                                                         

       12.3 ASSIGNMENT This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their        
respective successors and permitted assigns, but, except as otherwise provided  
herein, neither this Agreement nor any of the rights, interests or obligations  
hereunder shall be assigned by any of the parties hereto without the prior      
written consent of each of the other parties.                                   

       12.4 NOTICES All notices, requests, demands, and other communications
hereunder shall be deemed to have been duly given if delivered by hand or       
mailed, certified or registered mail, with postage prepaid:                     

a. If to AcuBid or Acquisition Corp.        

                                           1947 Camino Vida Roble, Suite 102
                                    Carlsbad, California 92008
                                Attn: Michael Schaffer

       with a copy to:

                        Jeffrey Marcus
                                      777 Third Avenue, 19th Floor
                                  New York, New York 10017

b. If to JDI or Seller                      

                          Wisma Indovision
                         Mezzanine Floor
                          JI. Raya Panjang

38

DEFM14A
184th Page of 235
TOC
1st
Previous
Next
Bottom
Just 184th

                            Z/lll Green Garden
                                  Jakarta 11520, Indonesia
                                Attn: Dewi A.L. Gontha

       with a copy to:

                       Noor Meurling
                                           Minang Warman Sofyan & Associates
                                Chase Plaza, 5th Floor
                            Jl. Jend. Sudirman
                                Kav. 21, Jakarta 12910
                   Indonesia

or to such other person or address as may be designated in writing in accordance
with this Section 12.4                                                          

         12.5 BROKERS AcuBid and Acquisition Corp., on the one hand, and JDI and
Seller, on the other hand represent, warrant and agree with the other, that no  
brokers, agents or finders are entitled to any brokerage fee, finder's fee,     
commission or other compensation on account of this Agreement or any matter     
contemplated hereby. Each party hereto agrees to indemnify and hold the other   
parties harmless form and against any and all claims and liabilities for        
brokerage commissions or finders' fees brought by any person incurred as a      
result of any action taken by such indemnifying party.                          

        12.6 COUNTERPARTS This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of     
which together shall constitute one and the same instrument.                    

 12.7 HEADINGS The headings of the Articles and Sections of this
Agreement are inserted for convenience only and shall not constitute a part     
hereof.                                                                         

 12.8 ENTIRE AGREEMENT This Agreement, including other documents
referred to herein which form a part hereof, contains the entire understanding  
of the parties hereto in                                                        

39

DEFM14A
185th Page of 235
TOC
1st
Previous
Next
Bottom
Just 185th

respect of the subject matter contained herein. There are no restrictions,      
promises, warranties, covenants, or undertakings, other than those expressly set
forth herein. This Agreement supersedes all prior agreements and understandings 
between the parties with respect to such subject matter.                        

    12.9 EXPENSES Each of the parties hereto will pay its own fees and
expenses, including its own counsel fees and accountants' fees, incurred in     
connection with this Agreement or any transaction contemplated by this          
Agreement.                                                                      

     12.10 WAIVER Any condition to a party's obligation hereunder may be
waived in writing by such party.                                                

       12.11 FOREIGN INVESTMENT APPROVAL The sale and transfer by the Seller
of his shares in JDI as contemplated herein is subject to the approval of the   
Indonesian capital investment authority (the Badan Penanaman Modal, BPM) and    
that of the Ministry of Law and Legislation (MOLAL) to the amended Articles of  
Association of JDI. The Seller warrants to arrange for and file the BPM         
application as soon as practicable upon the execution of this Agreement.        

       12.12 TRANSFER OF JDI SHARES It is acknowledged and agreed that it is
the intention of the Seller to transfer the JDI Stock to an offshore entity (the
"Third Party") subsequent to execution hereof and prior to the Closing Date.    
AcuBid and Acquisition Corp. hereby agree to such transfer by the Seller        
(subject only to notice of such transfer to be made to them in writing). The    
parties herein acknowledge that subsequent to such transfer, the Third Party    
shall be deemed to be substituted in this Agreement in place of the Seller and  
all the Seller's rights and obligations in this Agreement shall transfer to the 
Third Party as if this Agreement had been executed by the Third Party, and      
Seller shall be released from his obligations under this Agreement.             

12.13 ANNOUNCEMENTS/CONFIDENTIALITY                           

40

DEFM14A
186th Page of 235
TOC
1st
Previous
Next
Bottom
Just 186th

     (a) None of the parties shall, without prior written consent of the
         others make or authorize any announcement concerning the subject matter
         of this Agreement or any matter ancillary thereto otherwise than as may
        be required by law or applicable regulatory requirements. In the event
         that this Agreement lapses for any reason whatsoever, the parties agree
        to keep all information related to hereto confidential. This provision
shall survive termination of this Agreement.                  

     (b) The parties hereto agree that the information exchanged between
       them prior to and after Closing Date is and shall remain the property
      of the party disclosing it (the "Discloser"). No written information
disclosed by a party to the other party shall be copied and/or
         reproduced without the express written permission of the Discloser. The
       parties herein specifically agree that they shall not, and they shall
   ensure that the present Directors, officers and employees of JDI,
        AcuBid and Acquisition Corp. (the "Companies") shall not, disclose any
         information pertaining to the Companies to any third party, without the
express permission in writing of the other parties herein.    

12.14  ARBITRATION                                            

    (a) Any and all disputes, controversies, and conflicts between the
   parties herein in connection with this Agreement shall, so far as
possible, be settled amicably.                                

(b) Failing such amicable settlement, any and all disputes,   
  controversies and conflicts arising out of or in connection with
   this Agreement or its performance (including the validity or this
Agreement) shall be settled by arbitration by a one (1) member
     arbitration board which will hold its sessions in the United States
  in English under the ICC (International Chamber Commerce) Rules.
The tribunal of one (1) arbitrator shall be appointed by the  
Chairman of the ICC.                                          

       (c) The one (1) member of the board of arbitration shall be appointed
in accordance with the ICC Rules regarding the appointment of 
arbitrators.                                                  

41

DEFM14A
187th Page of 235
TOC
1st
Previous
Next
Bottom
Just 187th

     (d) The arbitral proceeding shall accord to each of the parties the
right of cross-examination of witnesses, the right to provide witnesses         
including expert witnesses, and the right to make both written and oral         
submissions.                                                                    

     (e) The arbitral award made and granted by the arbitrators shall be
final, binding and incontestable and may be used as a basis for judgment thereon
in the United States; the Republic of Indonesia or elsewhere. All costs of      
arbitration in the appointment of the one (1) member of the arbitration board   
shall be shared equally among the parties.                                      

 (f) None of the parties herein shall be entitled to commence or
maintain any action in a court of law upon any matter in dispute arising from or
in relation to this Agreement except for the enforcement of an arbitral award   
granted pursuant to this paragraph.                                             

         (g) During the period of submission to arbitration and thereafter until
the granting of the arbitral award, the parties shall, except in the event of   
termination, continue to perform all their obligations under this Agreement     
without prejudice to a final adjustment in accordance with the said award.      

      (h) The parties expressly waive the Article 68 (b) of Indonesian Law
No. 30/1999 (Arbitration and Alternatives).                                     

   (i) The provisions contained herein shall survive the termination
and/or expiration of this Agreement.                                            

   12.15 WAIVER OF ARTICLE 1266 OF THE INDONESIAN CIVIL CODE For the
purposes of this Agreement the parties waive Article 1266 of the Indonesian Code
to the extent that judicial cancellation of this Agreement is required as a     
precondition to terminate.                                                      

      12.16 BOARD OF DIRECTORS OF ACUBID FOLLOWING THE CLOSING DATE AcuBid
agrees that at such times as it solicits proxies for the approval of this       
Agreement by shareholders, it shall also solicit proxies for the election of a  
Board of Directors consisting of eight persons, six (6) of whom shall be        
designated by Seller and two (2) of whom shall be designated by management.     

42

DEFM14A
188th Page of 235
TOC
1st
Previous
Next
Bottom
Just 188th

      12.17 OTHER GOVERNMENT APPROVALS The Closing hereunder is subject to
receipt of all necessary government approvals and consents required to          
consummate the transactions contemplated hereby including without limitation the
following:                                                                      

               (a) approval of BPM (Investment Board) on the conversion of
JDI to a PMA company subject to the Foreign Investment Law, as amended;         

               (b) approval of the Ministry of Laws and Legislation of the
amended Articles of Association of JDI reflecting the position of AcuBid as a   
shareholder; and                                                                

                (c) approval of the Minister of Communications (if required)
on the changes in shareholding structure of PT Medialintas Antarbuana resulting 
from the AcuBid entry into JDI.                                                 

        12.18 TERMINATION. The parties herein or any one of them may terminate
this Agreement for breach or if the Closing does not occur on or before August  
31, 2000.                                                                       

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.                           

         ACUBID.COM INC.

                     By: /s/ Michael A. Schaffer
                               -------------------------------

                    PT. JARING DATA INTERAKTIF

                 By: /s/ Dicky I. Dinata
                               -------------------------------

                  ACUBID ACQUISITION CORP.

                     By: /s/ Michael A. Schaffer
                               -------------------------------

43

DEFM14A
189th Page of 235
TOC
1st
Previous
Next
Bottom
Just 189th

 SELLER:

         /s/ Adi Sulisto
                         -------------------------------
                 Adisatrya Suryo Sulisto

WITNESSES:                                                    

1. /s/ Rolando Marcelo                       2. /s/ Agus Julianto               

3.                                           4.                                 

44

DEFM14A
190th Page of 235
TOC
1st
Previous
Next
Bottom
Just 190th

THE JDI SCHEDULE                                              

              (A)      Corporate Structure of PT Media Lintas Antarbuana

            Authorized capital-Rupiah 2.800.000.00

       Issued capital-Rupiah 700.000.000

Shareholders:             

                 Alex Kristiawan                  217 shares

                 PT Jaring Data Interaktif        483 shares

           Par value:           Rupiah 1.000.000

(B)      JDI Bank Acccounts                 

  Bank Internasional Indonesia

Bank Central Asia         

Bank Bukopin              

                           Signatories:  Dicky Iskandar Dinata; Suhardi Gunawan;

                               Agus Julianto; Rolly Marcelo.

(C)      JDI Trademarks                     

                    Web 88888.com (now in process of registration)

                Web 88888 (now in process of registration)

45

DEFM14A
191st Page of 235
TOC
1st
Previous
Next
Bottom
Just 191st

                                                                 ANNEX B

RESTATED

CERTIFICATE OF INCORPORATION

OF

ACUBID.COM, INC.

1.       (a) The present name of the corporation (hereinafter called the        
"corporation") is AcuBid.com, Inc.                                              

         (b) The name under which the corporation was originally incorporated is
International AcuVision Systems, Inc., and the date of filing the original      
certificate of incorporation of the corporation with the Secretary of State of  
the State of Delaware is March 15, 1993.                                        

2.       This Restated Certificate of Incorporation restates and integrates     
and further amends the Certificate of Incorporation of this corporation by      
changing the name of the corporation to Asia Web Holdings, Inc. and             
increasing the number of authorized shares to one hundred million               
(100,000,000), by striking out Articles FIRST and FOURTH thereof and by         
substituting in lieu thereof new Articles FIRST and FOURTH, and further         
amends the Certificate of Incorporation of this corporation by striking out     
in its entirety Article FIFTH and renumbering all subsequent Articles           
accordingly; all such changes are set forth in the Restated Certificate of      
Incorporation hereinafter provided for.                                         

3.       The provisions of the certificate of incorporation of the corporation  
as heretofore amended and/or supplemented, and as herein amended, are hereby    
restated and integrated into the single instrument which is hereinafter set     
forth, and which is entitled Restated Certificate of Incorporation of Asia Web  
Holdings.com, Inc. without any further amendments other than the amendments     
herein certified and without any discrepancy between the provisions of the      
certificate of incorporation as heretofore amended and supplemented and the     
provisions of the said single instrument hereinafter set forth.                 

4.       The amendments and the restatement of the restated certificate of      
incorporation herein certified have been duly adopted by the stockholders in    
accordance with the provisions of Section 242 and of Section 245 of the General 
Corporation Law of the State of Delaware.                                       

5.       The certificate of incorporation of the corporation, as amended and    
restated herein, shall at the effective time of this Restated Certificate of    
Incorporation, read as follows:                                                 

-1- 

DEFM14A
192nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 192nd

RESTATED

CERTIFICATE OF INCORPORATION

OF

ASIA WEB HOLDINGS, INC. 

    The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter  
stated, under the provisions and subject to the requirements of the laws of the 
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the 
acts amendatory thereof and supplemental thereto, and known, identified, and    
referred to as the "General Corporation Law of the State of Delaware"), hereby  
certifies that:                                                                 

FIRST: The name of the corporation (hereinafter called the    
"corporation") is Asia Web Holdings, Inc.                                       

         SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman  
Square, suite L-100, City of Dover 19901, County of Kent; and the name of the   
registered agent of the corporation in the State of Delaware at such address is 
The Prentice-Hall Corporation Systems, Inc.                                     

        THIRD: The nature of the business and the purposes to be conducted and
promoted by the corporation, which shall be in addition to the authority of the 
corporation to conduct any lawful business, to promote any lawful purpose, and  
to engage in any lawful act or activity for which corporations may be organized 
under the General Corporation Law of the State of Delaware, are as follows:     

To purchase, receive, take by grant, gift, devise, bequest, or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use, and    
otherwise deal in and with real or personal property, or any interest therein,  
wherever situated, and to sell, convey, lease, exchange, transfer, or otherwise 
dispose of, or mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated. To carry on a general mercantile,          
industrial, investing, and trading business in all its branches; to devise,     
invent, manufacture, fabricate, assemble, install, service, maintain, alter,    
buy, sell, import, export, license as licensor or licensee, lease as lessor or  
lessee, distribute, job, enter into negotiate, execute, acquire, and assign     
contracts in respect of, acquire, receive, grant, and assign licensing          
arrangements, options, franchises, and other rights in respect of, and generally
deal in and with, at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor, merchant,            
distributor, jobber, advisor, and in any other lawful capacity, goods, wares,   
merchandise, commodities, and unimproved, improved, finished, processed, and    
other real, personal, and mixed property of any and all kinds, together with the
components, resultants, and by-products thereof.                                

      To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase, or  
otherwise acquire, and to own, use,                                             

-2- 

DEFM14A
193rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 193rd

hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop,   
divide, and otherwise handle, manage, operate, deal in, and dispose of real     
estate, real property, lands, multiple-dwelling structures, houses, buildings,  
and other works, and any interest or right therein; to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease,  
pledge, mortgage, and otherwise handle, and deal in and dispose of, as          
principal, agent, broker, and in any lawful capacity, such personal property,   
chattels, chattels real, rights, easements, privileges, choses in action, notes,
bonds, mortgages, and securities as may lawfully be acquired, held, or disposed 
of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally 
deal in and with as principal agent, broker, and in any lawful capacity,        
mortgages and other interests in real, personal, and mixed properties; to carry 
on a general construction, contracting, building, and realty management business
as principal, agent, representative, contractor, subcontractor, and in any other
lawful capacity.                                                                

   To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy,
turn to account, grant licenses and immunities in respect of, manufacture under 
and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and, 
in any manner deal with and contract with reference to:                         

         (a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;                       

          (b) letters patent, patent rights, patented processes,
    copyrights, designs, and similar rights, trade-marks, trade names,
         trade symbols, and other indications of origin and ownership granted by
   or recognized under the laws of the United States of America, the
 District of Columbia, any state or subdivision thereof, and any
    commonwealth, territory, possession, dependency, colony, agency or
    instrumentality of the United States of America and of any foreign
        country, and all rights connected therewith or appertaining thereunto;

      (c) franchises, licenses, grants, and concessions.

     To guarantee, purchase, take, receive, subscribe for, and otherwise
acquire, own, hold, use, and otherwise employ, sell, lease, exchange, transfer, 
and otherwise dispose of, mortgage, lend, pledge, and otherwise deal in and     
with, securities (which term, for the purpose of this Article THIRD, includes,  
without limitation of the generality thereof, any shares of stock bonds,        
debentures, notes, mortgages, other obligations, and any certificates, receipts,
or other instruments representing rights to receive, purchase, or subscribe for 
the same, or representing any other rights or interests therein or in any       
property or assets) of any persons, domestic and foreign firms, associations,   
and corporations, and of any government or agency or instrumentality thereof; to
make payment therefor in any lawful manner; and, while owner of any such        
securities, to exercise any and all rights, powers, and privileges in respect   
thereof, including the right to vote.                                           

         To make, enter into, perform, and carry out contracts of every kind and
description with any person, firm, association, corporation, or government or   
agency or instrumentality thereof.                                              

         To acquire by purchase, exchange, or otherwise, all, or any part of, or
any interest in, the properties, assets, business, and good will of any one or  
more persons, firms, associations, or corporations heretofore or hereafter      
engaged in any business for which a                                             

-3- 

DEFM14A
194th Page of 235
TOC
1st
Previous
Next
Bottom
Just 194th

corporation may now or hereafter be organized under the laws of the State of    
Delaware; to pay for the same in cash, property, or its own or other securities;
to hold, operate, reorganize, liquidate, sell, or in any manner dispose of the  
whole or any part thereof; and in connection therewith, to assume or guarantee  
performance of any liabilities, obligations, or contracts of such persons,      
firms, associations, or corporations, and to conduct the whole or any part of   
any business thus acquired.                                                     

      To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such persons, firms,
associations, corporations, governments or agencies or instrumentalities        
thereof, and on such terms and on such security, if any, as the Board of        
Directors of the corporation may determine.                                     

       To make contracts of guaranty and suretyship of all kinds and endorse
or guarantee the payment of principal, interest, or dividends upon, and to      
guarantee the performance of sinking fund or other obligations of, any          
securities, and to guarantee in any way permitted by law the performance of any 
of the contracts or other undertakings in which the corporation may otherwise be
or become interested, of any person, firm, association, corporation, government 
or agency or instrumentality thereof, or of any other combination, organization,
or entity whatsoever.                                                           

 To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its own       
securities, including its shares of stock, notes, bonds, debentures, and other  
obligations, in such amounts, on such terms and conditions, for such purposes   
and for such prices, now or hereafter permitted by the laws of the State of     
Delaware and by this certificate of incorporation, as the Board of Directors of 
the corporation may determine; and to secure any of its obligations by mortgage,
pledge, or other encumbrance of all or any of its property, franchises, and     
income.                                                                         

        To be a promoter or manager of other corporations of any type or kind;
and to participate with others in any corporation, partnership, limited         
partnership, joint venture, or other association of any kind, or in any         
transaction, undertaking, or arrangement which the corporation would have power 
to conduct by itself, whether or not such participation involves sharing or     
delegation of control with or to others.                                        

         To draw, make, accept, endorse, discount, execute, and issue promissory
notes, drafts, bills of exchange, warrants, bonds, debentures, and other        
negotiable or transferable instruments and evidences of indebtedness whether    
secured by mortgage or otherwise, as well as to secure the same by mortgage or  
otherwise, so far as may be permitted by the laws of the State of Delaware.     

      To purchase, receive, take, reacquire, or otherwise acquire, own and
hold, sell, lend, exchange, reissue, transfer, or otherwise dispose of, pledge, 
use, cancel, and otherwise deal in and with its own shares and its other        
securities from time to time to such an extent and in such manner and upon such 
terms as the Board of Directors of the corporation shall determine; provided    
that the corporation shall not use its funds or property for the purchase of its
own shares of capital stock when its capital is impaired or when such use would 
cause any impairment of its capital, except to the extent permitted by law.     

-4- 

DEFM14A
195th Page of 235
TOC
1st
Previous
Next
Bottom
Just 195th

     To organize, as an incorporator, or cause to be organized under the
laws of the State of Delaware, or of any other State of the United States of    
America, or of the District of Columbia, or of any commonwealth, territory,     
dependency, colony, possession agency, or instrumentality of the United States  
of America, or of any foreign country, a corporation or corporations for the    
purpose of conducting and promoting any business or purpose for which           
corporations may be organized, and to dissolve, wind up, liquidate, merge, or   
consolidated any such corporation or corporations or to cause the same to be    
dissolved, wound up, liquidated, merged, or consolidated.                       

 To conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within and  
without the State of Delaware, in any and all States of the United States of    
America, in the District of Columbia, and in any all commonwealths, territories,
dependencies, colonies, possessions, agencies, or instrumentalities of the      
United States of America and of foreign governments.                            

       To promote and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in all or 
any of its branches as principal, agent, broker, factor, contractor, and in any 
other lawful capacity, either alone or through or in conjunction with any       
corporations, associations, partnerships, firms, trustees, syndicates,          
individuals, organizations, and other entities in any part of the world, and, in
conducting its business and promoting any of its purposes, to maintain offices, 
branches, and agencies in any partof the world, to make and perform any         
contracts and to do any acts and things, and to carry on any business, and to   
exercise any powers and privileges suitable, convenient, or proper for the      
conduct, promotion, and attainment of any of the business and purposes herein   
specified or which at any time may be incidental thereto or may appear conducive
to or expedient for the accomplishment of any of such business and purposes and 
which might be engaged in or carried on by a corporation incorporated or        
organized under the General Corporation Law of the State of Delaware, and to    
have and exercise all of the powers conferred by the laws of the State of       
Delaware upon corporations incorporated or organized under the General          
Corporation Law of the State of Delaware.                                       

        The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The        
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the   
purposes and powers herein specified shall, except when otherwise provided in   
this Article THIRD, be in no wise limited or restricted by reference to, or     
inference from, the terms of any provision of this or any other Article of this 
certificate of incorporation; provided, that the corporation shall not conduct  
any business, promote any purpose, or exercise any power or privilege within or 
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.                                     

      FOURTH: The corporation is authorized to issue two classes of stock,
designated, respectively, "common shares" and "preferred shares." The number of 
authorized common shares is one hundred million (100,000,000) and the number of 
authorized preferred shares is ten million (10,000,000). Each of the common     
shares and preferred shares shall have a par value of $.001 per share.          

-5- 

DEFM14A
196th Page of 235
TOC
1st
Previous
Next
Bottom
Just 196th

      A statement of the rights, preferences, privileges, and restrictions
granted to or imposed on the respective classes of shares or on their holders is
as follows:                                                                     

         The Board of Directors shall fix the number of shares of each series of
preferred stock and will determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed on any wholly unissued series of the     
preferred stock. The Board may increase or decrease the number of shares of any 
wholly unissued series of preferred stock subsequent to the issuance of those   
shares.                                                                         

   The Board of Directors has fixed the designations, voting powers,
preferences and relative, participating, optional, redemption and other special 
rights (the "Rights and Preferences") of Series A Convertible Preferred Stock as
follows:                                                                        

1. Designation and Amount. The designation of the series of   
preferred stock created is the Series A Convertible Preferred Stock, par        
value $0.001 per share (the "Series A Preferred"). The number of shares which   
shall constitute the Series A Preferred shall be 4,000,000 shares.              

  2. Stated Value. The stated value for each share of the Series A
Preferred shall be $1.00 (the "Stated Value").                                  

 3. Rank. The Series A Preferred shall, with respect to dividend
rights, redemption rights, and rights on liquidation, winding up,               
and dissolution, rank junior to the "Senior Securities" (as defined             
below), on a parity with the "Parity Securities" (as defined below),            
and senior to the Company's Common Stock and to all other classes               
and series of stock of the Company now or hereafter authorized,                 
issued, or outstanding which are not expressly designated as senior             
to the Series A Preferred and the Parity Securities (collectively,              
the "Junior Securities"). For purposes hereof, "Senior Securities"              
shall consist of any class or series of stock that ranks senior to              
the Series A Preferred as to dividend rights, redemption rights, and            
rights on liquidation, winding up, and dissolution, and "Parity                 
Securities" shall consist of any class or series of stock that ranks            
on a parity with the Series A Preferred as to dividend rights,                  
redemption rights, and rights on liquidation, winding up, and                   
dissolution.                                                                    

4. Dividends.                                                 

         (a) The holders of the Series A Preferred, in preference to the holders
      of Junior Securities, shall be entitled to receive, when, as, and if
         declared by the Board of Directors of the Company, out of any assets of
        the Company legally available for the payment of dividends, cumulative
       annual dividends per share at the applicable per annum rate set forth
        in paragraph 4(b). Such dividends shall be payable in cash. The amount
    of dividends per share not so paid shall be added to the aggregate
   amount of dividends per share unpaid on prior payment dates which
      remain unpaid on such date, and this total (the "Cumulative Deferred
     Amount per share") shall be added to the Stated Value per share for
        purposes of determining the amount of annual dividends per share which
       shall thereafter accumulate on the Series A Preferred. Any payment of
    cash dividends by the Company shall first be applied to reduce the
   Cumulative Deferred Amount per share. The holders of the Series A
         Preferred shall not be entitled to participate in any dividends payable
 in respect of any other class or series of capital stock of the
Company.                                                      

-6- 

DEFM14A
197th Page of 235
TOC
1st
Previous
Next
Bottom
Just 197th

         (b) The applicable per annum rate of annual dividends per share for the
      Series A Preferred shall be six percent (6%) of the Stated Value per
     share, payable on a semi-annual basis each June 30 and December 31.

      (c) Dividends for Series A Preferred shall accrue and be cumulative,
      whether or not declared, on each share of such series from and after
        the date of issuance thereof. Except for the additional amounts due in
      respect of the Cumulative Deferred Amount per share, no interest, or
      sum of money in lieu of interest, shall be payable in respect of any
        dividend payment or payments on the shares of Series A Preferred which
may be in arrears.                                            

      (d) Subject to paragraph 4(g), so long as any shares of the Series A
       Preferred are outstanding, the Company shall not (i) declare, pay, or
     set apart for payment any dividend on any of the Junior Securities,
         except if all accrued dividends on Series A Preferred have been paid to
    date on the date such other dividend is declared, or (ii) make any
        payment on account of, or set apart for payment money for a sinking or
        other similar fund for, the purchase, redemption, retirement, or other
  acquisition for value of any of, or redeem, purchase, retire, or
  otherwise acquire for value any of, the Junior Securities or any
         warrants, rights, calls, or options exercisable for or convertible into
         any of the Junior Securities, or (iii) make any distribution in respect
     of the Junior Securities or any warrants, rights, calls, or options
      exercisable for or convertible into any of the Junior Securities, in
   any such case either directly or indirectly, and whether in cash,
     obligations, or shares of the Company or other property (other than
    distributions or dividends payable solely in a particular class or
         series of Junior Securities), unless prior to or concurrently with such
        declaration, payment, setting apart for payment, purchase, redemption,
       other acquisition for value, or distribution, as the case may be, all
 accrued and unpaid dividends, if any, on shares of the Series A
       Preferred not paid on the dates provided for in paragraph 4(c) hereof
shall have been paid or declared and set aside for payment.   

      (e) The date on which the Company initially issues any shares of the
         Series A Preferred shall be deemed to be the "date of issuance" of such
      shares regardless of the number of times transfers of shares of such
      series are made on the stock transfer books maintained by or for the
         Company and regardless of the number of certificates that may be issued
to evidence such shares of Series A Preferred.                

      (f) So long as any shares of Series A Preferred are outstanding, the
       Company shall not declare, pay, or set apart for payment any dividend
     on any Parity Securities unless concurrently with such declaration,
       payment, or setting apart for payment, as the case may be all accrued
     and unpaid dividends and repayments upon redemption of the Series A
         Preferred and all Parity Securities have been paid or made, as the case
      may be. The Series A Preferred and all Parity Securities shall share
        ratably in the amount of such payment in accordance with the sums that
         would be payable on such shares if all dividends were paid in full. Any
     repurchase, redemption, or retirement of Parity Securities shall be
        made on a pro rata basis with respect to the Series A Preferred unless
        all accrued and unpaid dividends and repayments upon redemption on the
Series A Preferred have been paid or made, as the case may be.

      (g) Subject to the foregoing provisions of this paragraph and to the
      provisions of paragraph 5 hereof, the Board of Directors may declare
and the Company may pay                                       

-7- 

DEFM14A
198th Page of 235
TOC
1st
Previous
Next
Bottom
Just 198th

      or set apart for payment dividends and other distributions on any of
        the Junior Securities, and may purchase or otherwise redeem any of the
       Junior Securities or any warrants, rights, or options exercisable for
      or convertible into any of the Junior Securities, and the holders of
 the shares of Series A Preferred shall not be entitled to share
therein.                                                      

5. Liquidation Preference.                                    

(a) In the event of any voluntary or involuntary liquidation, 
     dissolution, or winding up of the affairs of the Company or sale of
    substantially all assets, the holders of shares of any unconverted
      Series A Preferred then outstanding shall be entitled to receive, in
      conjunction with any provision then being made for holders of Parity
     Securities, if any, an amount in cash equal to the Stated Value for
         each share outstanding, plus an amount in cash equal to all accrued but
unpaid dividends thereon to the date fixed for liquidation,   
    dissolution, or winding up before any payment shall be made or any
    assets distributed to the holders of any of the Junior Securities.
        After payment of the full amount of the liquidation preference payable
       to the holders of shares of Series A Preferred and the payment of any
  other liquidation preferences payable with respect to any Senior
         Securities or Parity Securities, holders of Series A Preferred shall be
entitled to share ratably in the distribution of the remaining
      available assets of the Company in the proportion that each holder's
        shares, calculated on an as conversed basis, bears to the total number
       of shares of capital stock of the Company outstanding and eligible to
         participate in such distribution, assuming conversion as applicable. If
 the assets of the Company are not sufficient to pay in full the
      liquidation payments payable to the holders of outstanding shares of
       Series A Preferred and the holders of Parity Securities, if any, then
         the holders of all such shares shall share ratably in such distribution
        of assets in accordance with the amount which would be payable on such
        distribution if the amounts to which the holders of outstanding shares
         of Series A Preferred and the holders of Parity Securities were paid in
full.                                                         

     (b) For the purposes of this paragraph, neither the voluntary sale,
      lease, conveyance, exchange, or transfer (for cash, shares of stock,
     securities, or other consideration) of all or substantially all the
      property or assets of the Company nor the consolidation or merger of
         the Company with one or more other corporations shall be deemed to be a
    liquidation, dissolution, or winding up, voluntary or involuntary,
      unless such voluntary sale, lease, conveyance, exchange, or transfer
    shall be in connection with a plan of liquidation, dissolution, or
winding up of the Company.                                    

6. Redemption.                                                

        (a) Right to Redemption. At any time on or after the fifth anniversary
    of the issuance of the Series A Preferred, the holders of Series A
    Preferred may elect to require the Company to redeem such holders'
       shares of Series A Preferred at a price equal to the Stated Value per
      share plus all accrued and unpaid dividends accrued as of such date.
     The holders of Series A Preferred may require the Company to effect
   such a redemption by giving written notice to the Company of such
       election. Upon receipt of such notice, the Company (and such holders)
  will be obligated to redeem the percentage of shares of Series A
    Preferred specified in the notice of redemption (ratably among the
holders of each series of the Series A Preferred).            

-8- 

DEFM14A
199th Page of 235
TOC
1st
Previous
Next
Bottom
Just 199th

(b) Continuing Obligation. If the funds of the Company legally
    available for redemption of Series A Preferred upon any demand for
     redemption by holders of the Series A Preferred are insufficient to
        redeem the total number of shares of Series A Preferred to be redeemed
     in a requested redemption, at the option of the holders of Series A
        Preferred demanding redemption, those funds that are legally available
        will be used to redeem the maximum possible number of shares of Series
       A Preferred ratably among the holders of the Series A Preferred to be
        redeemed based upon the aggregate redemption price of such shares held
      by each such holder. In such case, at any time and from time to time
       thereafter when additional funds of the Company are legally available
        for redemption of shares of Series A Preferred, such funds immediately
        will be used to redeem the balance of the shares of Series A Preferred
       which the Company has become obligated to redeem but which it has not
 redeemed and such funds will not be used for any other purpose,
        including to redeem any shares of Series A Preferred which the Company
      is obligated to redeem in connection with any subsequently requested
redemption.                                                   

        (c) Failure to Redeem. An Event of Default (as defined in Section 8(f)
        hereof) shall be deemed to occur in the event the Company is unable to
    legally redeem or otherwise fails to redeem any shares of Series A
        Preferred included in a demand for redemption within 15 days following
    receipt by the Company of the notice of such requested redemption.

     (d) Dividends; Rights of Holders. No share of Series A Preferred is
entitled to any dividends accruing after the date on which the
       redemption price of such share of Series A Preferred is paid. On such
         date, all rights of the holder of such share of Series A Preferred will
      cease, and such share of Series A Preferred will not be deemed to be
outstanding.                                                  

    (e) Reissuance; New Certificates. Any shares of Series A Preferred
 which are redeemed or otherwise acquired by the Company will be
       canceled and will not be reissued, sold or transferred. If fewer than
     the total number of shares of Series A Preferred represented by any
        certificate are redeemed, a new certificate representing the number of
      unredeemed shares of Series A Preferred will be issued to the holder
    thereof without cost to such holder within three (3) business days
      after surrender of the certificate representing the redeemed shares.

         (f) Ratable Offers. Neither the Company nor any subsidiary will redeem,
  repurchase or otherwise acquire any shares of Series A Preferred
      pursuant to this Section 6, except as expressly authorized herein or
        pursuant to a purchase offer made pro-rata to all holders of shares of
     Series A Preferred on the basis of the number of shares of Series A
Preferred owned by each such holder.                          

         7. Conversion. The holders of Series A Preferred have conversion rights
as follows (the "Conversion Rights"):                                           

       (a) Right to Convert. Except as set forth in Section 7(b) below, each
    share of Series A Preferred shall initially be convertible, at the
       option of the holder thereof, at any time on or after six months from
the date of issuance thereof, into a number of fully paid and 
         nonassessable shares of Class A Common Stock, par value $.01 per share,
         of the Company (the "Common Stock") as follows ("Conversion Rate"): (i)
   if conversion occurs on or before the first anniversary following
         issuance, such Series A Preferred will convert at a rate of .666 shares
of Common Stock for each share of Series A Preferred; (ii) if 
    conversion occurs after the first anniversary but on or before the
second anniversary following issuance, such Series            

-9- 

DEFM14A
200th Page of 235
TOC
1st
Previous
Next
Bottom
Just 200th

       A Preferred will convert at a rate of .400 shares of Common Stock for
        each share of Series A Preferred; (iii) if conversion occurs after the
     second anniversary but on or before the third anniversary following
         issuance, such Series A Preferred will convert at a rate of .285 shares
of Common Stock for each share of Series A Preferred; (iv) if 
        conversion occurs after the third anniversary following issuance, such
    Series A Preferred will convert at a rate of .200 shares of Common
        Stock for each share of Series A Preferred. The Conversion Rate of the
        Series A Preferred shall be subject to adjustment from time to time as
     provided in Section 7(d) hereof. The Stated Value of each series of
  Series A Preferred shall not be subject to adjustment (except as
   provided in Section 7(d)). Upon conversion, all accrued or unpaid
      dividends on the shares of Series A Preferred so converted shall, at
  the option of the Company, be paid in either cash, to the extent
      permitted by applicable law (and if not then permitted by applicable
        law, at such time as the Company is permitted by applicable law to pay
     any such dividends) or, at the Company's option, converted into the
     number of fully paid and nonassessable shares of Common Stock which
        results from dividing the fair market value of a share of Common Stock
      (as determined in good faith by the Board of Directors) at such time
   into the aggregate of all such accrued or unpaid dividends on the
Series A Preferred so converted. Notwithstanding anything else
   contained herein to the contrary, if, in respect of any shares of
  Series A Preferred, the Company elects (whether as a result of a
 voluntary or automatic conversion) to pay all accrued or unpaid
     dividends in cash, then the Company shall pay all accrued or unpaid
       dividends (whether declared or undeclared) on the remaining shares of
         Series A Preferred in cash, and, if, in respect of any shares of Series
        A Preferred, the Company elects (whether as a result of a voluntary or
        automatic conversion) to pay all accrued or unpaid dividends in shares
   of Common Stock, then the Company shall pay all accrued or unpaid
     declared dividends on the remaining shares of Series A Preferred in
shares of Common Stock.                                       

  (b) Automatic Conversion. Each share of Series A Preferred shall
         automatically be converted into shares of Common Stock upon the closing
of an underwritten public offering pursuant to an effective   
      registration statement under the Securities Act of 1933, as amended,
        which covers the offer and sale of Common Stock for the account of the
        Company to the public with gross proceeds that are equal to or greater
       than $20,000,000 (before deducting offering expenses and underwriting
     discounts Each share of Series A Preferred shall also automatically
convert, at any time after the date hereof, upon any capital  
    reorganization or any reclassification of the stock of the Company
       (other than as a result of a stock dividend, or subdivision, split-up
        or combination of shares), or the consolidation, acquisition, purchase
      of substantially all Company assets or merger of the Company with or
        into another person (other than a consolidation or merger in which the
   Company is the continuing entity and which does not result in any
      change in the Common Stock) the Series A Preferred shall, after such
reorganization, reclassification,                             

-10-

DEFM14A
201st Page of 235
TOC
1st
Previous
Next
Bottom
Just 201st

      consolidation, asset purchase or merger be convertible into the kind
      and number of shares of stock or other securities or property of the
       Company or otherwise to which such holder would have been entitled if
immediately prior to such reorganization, reclassification,   
       consolidation, asset purchase or merger such holder had converted his
       or its shares of Series A Preferred into Common Stock. Upon automatic
  conversion, all accrued or unpaid dividends (whether declared or
   undeclared) on the Series A Preferred shall, at the option of the
     Company, be paid in cash, to the extent permitted by applicable law
   (and if not then permitted by applicable law, at such time as the
      Company is permitted by applicable law to pay any such dividends) or
     converted into the number of fully paid and nonassessable shares of
     Common Stock which results from dividing the fair market value of a
   share of Common Stock (using the offering price in the applicable
 underwriting), into the aggregate of all such accrued or unpaid
dividends.                                                    

      (c) Mechanics of Conversion. Before any holder of Series A Preferred
       shall be entitled to convert the same into shares of Common Stock and
   to receive certificates therefor, such holder shall surrender the
       certificate or certificates therefor, duly endorsed, at the principal
 office of the Company or of any transfer agent for the Series A
        Preferred, and shall give written notice to the Company at such office
         that such holder elects to convert the same; provided, however, that in
       the event of an automatic conversion pursuant to Section 7(b) hereof,
 the outstanding shares of Series A Preferred shall be converted
        automatically without any further action by the holders of such shares
  and whether or not the certificates representing such shares are
 surrendered to the Company or its transfer agent; and provided,
        further, that the Company shall not be obligated to issue certificates
    evidencing the shares of Common Stock issuable upon such automatic
        conversion unless and until the certificates evidencing such shares of
        Series A Preferred are either delivered to the Company or its transfer
    agent as provided above, or the holder notifies the Company or its
 transfer agent that such certificates have been lost, stolen or
    destroyed and executes an agreement reasonably satisfactory to the
  Company to indemnify the Company from any loss incurred by it in
 connection with such certificates. The Company shall as soon as
practicable after such delivery, or after such agreement and  
     indemnification, issue and deliver at such office to such holder of
     Series A Preferred, a certificate or certificates for the number of
    shares of Common Stock to which it, he or she shall be entitled as
        aforesaid and, at the option of the Company, either a check payable to
       the holder in the amount of any accrued and unpaid dividends (whether
       declared or undeclared) payable pursuant to Section 4 hereof, if any,
      or the number of fully paid and nonassessable shares of Common Stock
        which results from dividing the fair market value of a share of Common
       Stock (as determined in good faith by the Board of Directors or using
         the offering price in an underwriting, if the conversion is pursuant to
Section 7(b)) into the aggregate of all such accrued or unpaid
      dividends (whether declared or undeclared). Such conversion shall be
        deemed to have been made immediately prior to the close of business on
      the date of such surrender of the shares of Series A Preferred to be
         converted, or, in the case of automatic conversion, simultaneously upon
       the occurrence of the event leading to such automatic conversion, and
      the person or persons entitled to receive the shares of Common Stock
        issuable upon such conversion shall be treated for all purposes as the
       record holder or holders of such shares of Common Stock on such date.

    (d) Conversion Rate and Stated Value Adjustments. In the event the
     outstanding shares of Common Stock shall be subdivided, combined or
   consolidated, by stock split, stock dividend, combination or like
       event, into a greater or lesser number of shares of Common Stock, the
Conversion Rate and Stated Value in effect                    

-11-

DEFM14A
202nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 202nd

       immediately prior to such subdivision, combination, consolidation, or
   stock dividend shall, concurrently with the effectiveness of such
subdivision, combination, consolidation or stock dividend, be 
proportionately adjusted.                                     

         (e) Status of Converted Stock. In case any shares of Series A Preferred
shall be converted pursuant to Section 7 hereof, the shares so
         converted shall be canceled, shall not be reissuable and shall cease to
be a part of the authorized capital stock of the Company.     

(f) Fractional Shares. In lieu of any fractional shares in the
        aggregate to which the holder of Series A Preferred would otherwise be
    entitled upon conversion, the Company shall pay cash equal to such
     fraction multiplied by the fair market value of one share of Common
 Stock as determined by the Board of Directors in the good faith
exercise of its reasonable business judgment.                 

(g) Miscellaneous.                                            

        (i) All calculations under this Section 7 shall be made to the nearest
      cent or to the nearest one hundredth (1/100) of a share, as the case
may be.                                                       

(ii) No adjustment in the Conversion Rate will be made if such
     adjustment would result in a change in such Conversion Rate of less
      than .01. Any adjustment of less than .01 which is not made shall be
        carried forward and shall be made at the time of and together with any
   subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of .01 or more in the Conversion Rate.             

      (h) No Impairment. The Company will not, through any reorganization,
recapitalization, transfer of assets, consolidation, merger,  
         dissolution, issue or sale of securities or any other voluntary action,
    avoid or seek to avoid the observance or performance of any of the
         terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the 
        provisions of this Section 7 and in the taking of all action as may be
       necessary or appropriate in order to protect the Conversion Rights of
the holders of Series A Preferred against impairment.         

         (i) Reservation of Stock Issuable Upon Conversion. The Company shall at
         all times reserve and keep available out of its authorized but unissued
 shares of Common Stock, solely for the purpose of effecting the
    conversion of the shares of Series A Preferred, such number of its
    shares of Common Stock as shall from time to time be sufficient to
        effect the conversion of all outstanding shares of Series A Preferred.
       If at any time the number of authorized but unissued shares of Common
    Stock shall not be sufficient to effect the conversion of all then
       issued and outstanding shares of Series A Preferred, the Company will
      take such corporate action as may, in the opinion of its counsel, be
    necessary to increase its authorized but unissued shares of Common
         Stock to such number of shares as shall be sufficient for such purpose.

8. Registration Rights                                        

      Holders of Series A Preferred shall have registration rights under a
     Registration Rights Agreement which shall be negotiated between the
holders of Series A Preferred and the Company.                

    9. Record Holders. The Company and any transfer agent may deem and
treat the                                                                       

-12-

DEFM14A
203rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 203rd

record holder of any shares of Series A Preferred as the true and               
lawful owner thereof for all purposes, and neither the Company nor any          
transfer agent shall be affected by any notice to the contrary.                 

      10. Notice. Any notice or other communication to be given under this
resolution shall be in writing and shall be deemed to have been duly            
given or made (a) if delivered personally, at the time of such                  
delivery, (b) if transmitted by first class registered or certified             
mail, postage prepaid, return receipt requested, three (3) business             
days after the date of such mailing, (c) if sent by prepaid overnight           
delivery service, the next business day after being sent, or (d) if             
transmitted by cable, telegram, facsimile, or telex, at the time of             
such transmission, addressed as follows: (x) if to the Company, at its          
principal executive offices, and (y) if to a holder of Series A                 
Preferred, at the last address of such holder as it shall appear on the         
register maintained by or for the Company.                                      

FIFTH: The corporation is to have perpetual existence.        

      SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this          
corporation and its stockholders or any class of them, any court of equitable   
jurisdiction within the State of Delaware may, on the application in a summary  
way of this corporation or of any creditor or stockholder thereof or on the     
application of any receiver or receivers appointed for this corporation under   
the provisions of Section 291 of Title 8 of the Delaware Code or on the         
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the      
Delaware Code order a meeting of the creditors or class of creditors, and/or of 
the stockholders or class of stockholders of this corporation, as the case may  
be, to be summoned in such manner as the said court directs. If a majority in   
number representing three fourths in value of the creditors or class of         
creditors, and/or of the stockholders or class of stockholders of this          
corporation, as the case may be, agree to any compromise or arrangement and to  
any reorganization of this corporation as consequence of such compromise or     
arrangement, the said compromise or arrangement and the said reorganization     
shall, if sanctioned by the court to which the said application has been made,  
be binding on all the creditors or class of creditors, and/or on all the        
stockholders or class of stockholders, of this corporation, as the case may be, 
and also on this corporation.                                                   

        SEVENTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and          
regulation of the powers of the corporation and of its directors and of its     
stockholders or any class thereof, as the case may be, it is further provided:  

         1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors  
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total  
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.                             

-13-

DEFM14A
204th Page of 235
TOC
1st
Previous
Next
Bottom
Just 204th

    2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the       
provisions of Section 109 of the General Corporation Law of the State of        
Delaware, and, after the corporation has received any payment for any of its    
stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be
exercised by the Board of Directors of the corporation; provided, however, that 
any provision for the classification of directors of the corporation for        
staggered terms pursuant to the provisions of subsection (d) of Section 141 of  
the General Corporation Law of the State of Delaware shall be set forth in an   
initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the 
corporation unless provisions for such classification shall be set forth in this
certificate of incorporation.                                                   

         3. Whenever the corporation shall be authorized to issue only one class
of stock, each outstanding share shall entitle the holder thereof to notice of, 
and the right to vote at, any meeting of stockholders. Whenever the corporation 
shall be authorized to issue more than one class of stock, no outstanding share 
of any class of stock which is denied voting power under the provisions of the  
certificate of incorporation shall entitle the holder thereof to the right to   
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection (b) of Section 242 of the General Corporation Law of the State of    
Delaware shall otherwise require; provided, that no share of any such class     
which is otherwise denied voting power shall entitle the holder thereof to vote 
upon the increase or decrease in the number of authorized shares of said class. 

       EIGHTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.                       

      NINTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of        
Delaware, as the same may be amended and supplemented, indemnify any and all    
persons whom it shall have power to indemnify under said section from and       
against any and all of the expenses, liabilities, or other matters referred to  
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be   
entitled under any Bylaw, agreement, vote of stockholders or disinterested      
directors or otherwise, both as to action in his official capacity and as to    
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall   
inure to the benefit of the heirs, executors, and administrators of such a      
person.                                                                         

       TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions        
authorized by the laws of the State of Delaware at the time in force may be     
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this   
certificate of incorporation are granted subject to the provisions of this      
Article TENTH."                                                                 

-14-

DEFM14A
205th Page of 235
TOC
1st
Previous
Next
Bottom
Just 205th

IN WITNESS WHEREOF, the corporation has caused this Restated Certificate of     
Incorporation to be signed by Lawrence Schaffer, its President, this _____ day  
of ____________, 2000.                                                          

                             -------------------------------------
         Lawrence Schaffer
 President

-15-

DEFM14A
206th Page of 235
TOC
1st
Previous
Next
Bottom
Just 206th

                                                                   ANNEX C

AcuBid.com, Inc.

1999 INCENTIVE EQUITY PLAN

DEFM14A
207th Page of 235
TOC
1st
Previous
Next
Bottom
Just 207th

ACUBID.COM, INC.

 INCENTIVE EQUITY PLAN

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                              PAGE               
                                                                                              ----               

                                                                                                                 
1.    Purpose .................................................................................................1 

2.    Definitions .............................................................................................1 

3.    Shares and Performance Units Available under the Plan ...................................................3 

4.    Option Rights ...........................................................................................4 

5.    Appreciation Rights .....................................................................................6 

6.    Restricted Shares .......................................................................................8 

7.    Deferred Shares .........................................................................................9 

8.    Performance Shares and Performance Units...............................................................  9 

9.    Transferability ....................................................................................... 10 

10.   Adjustments ............................................................................................11 

11.   Fractional Shares ..................................................................................... 11 

12.   Withholding Taxes ......................................................................................11 

13.   Certain Terminations of Employment or Consulting                                                           
      Services, Hardship and Approved Leaves of Absence ......................................................12 

14.   Administration of the Plan .............................................................................12 

15.   Amendments and Other Matters ...........................................................................12 

16.   Change in Control ......................................................................................13 

17.   Termination of the Plan ................................................................................14 

DEFM14A
208th Page of 235
TOC
1st
Previous
Next
Bottom
Just 208th

18.   Effective Date..........................................................................................14 


DEFM14A
209th Page of 235
TOC
1st
Previous
Next
Bottom
Just 209th

ACUBID.COM, INC.

 INCENTIVE EQUITY PLAN

         1. PURPOSE. The purpose this Plan is to attract and retain officers and
other key employees of and consultants to AcuBid.com, Inc. (the "Corporation")  
and its Subsidiaries and to provide such persons with incentives and rewards for
superior performance.                                                           

2. DEFINITIONS. As used in this Plan,                         

     "APPRECIATION RIGHT" means a right granted Pursuant to Section 5 of
this Plan, including a Free-standing Appreciation Right and a Tandem            
Appreciation Right.                                                             

      "BASE PRICE" means the price to be used as the basis for determining
the Spread upon the exercise of a Free-standing Appreciation Right.             

"BOARD" means the Board of Directors of the Corporation.      

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.                                                                           

    "COMMITTEE" means the committee described in Section 14(a) of this
Plan.                                                                           

       "COMMON SHARES" means (i) shares of the Common Stock, .001 par value,
of the Corporation and (ii) any security into which Common Shares may be        
converted by reason of any transaction or event of the type referred to in      
Section 10 of this Plan.                                                        

      "DATE OF GRANT" means the date specified by the Committee on which a
grant of Option Rights, Appreciation Rights, Performance Shares or Performance  
Units or a grant or sale of Restricted Shares or Deferred Shares shall become   
effective, which shall not be earlier than the date on which the Committee takes
action with respect thereto.                                                    

         "DEFERRAL PERIOD" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.               

        "DEFERRED SHARES" means an award pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.   

  "EFFECTIVE DATE" shall have the meaning set forth in Section 17.

        "FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option 
Right or similar right.                                                         

DEFM14A
210th Page of 235
TOC
1st
Previous
Next
Bottom
Just 210th

    "INCENTIVE STOCK OPTION" means an Option Right that is intended to
qualify as an "incentive stock option" under Section 422 of the Code or any     
successor provision thereto. "Management Objectives" means the achievement of   
performance objectives established pursuant to this Plan, which may be described
in terms of Corporation-wide objectives or objectives that are related to the   
performance of the individual Participant, or the Subsidiary, division,         
department or function within the corporation or Subsidiary in which the        
Participant is employed or with respect to which the Participant provides       
consulting services. The Committee may adjust Management Objectives and the     
related minimum acceptable level of achievement if, in the sole judgment of the 
Committee, events or transactions have occurred after the Date of Grant that are
unrelated to the performance of the Participant and result in distortion of the 
Management Objectives or the related minimum acceptable level of achievement.   

        "MARKET VALUE PER SHARE" as of a given date means (a) the closing sale
price of the Common Shares on the principal securities exchange on which such   
Common Shares are then trading on such date, or (b) if the Common Shares are not
listed on a securities exchange, the closing sale price of the Common Shares as 
reported on the National Association of Securities Dealers Automated Quotation  
System ("NASDAQ") on such date. If there are no Common Share transactions on    
such date, the Market Value per Common Share shall be determined as of the      
immediately preceding date on which there were Common Share transactions.       

     "NONQUALIFIED OPTION" means an Option Right that is not intended to
qualify as an Incentive Stock Option.                                           

         "OPTIONEE" means the person so designated in an agreement evidencing an
outstanding Option Right or the Successor of an Optionee, as the context so     
requires.                                                                       

         "OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.                                                                   

   "OPTION RIGHT" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option or an Incentive Stock    
Option granted pursuant to Section 4 of this Plan.                              

  "PARTICIPANT" means a person who is selected by the Committee to
receive benefits under this Plan and (i) is at that time an officer, including  
without limitation an officer who may also be a member of the Board, or other   
key employee of or a consultant to the Corporation or any Subsidiary or (ii) has
agreed to commence serving in any such capacity, or the Successor of a          
Participant, as the context requires.                                           

  "PERFORMANCE PERIOD" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this    
Plan within which the Management Objectives relating thereto are to be achieved.

DEFM14A
211th Page of 235
TOC
1st
Previous
Next
Bottom
Just 211th

"PERFORMANCE SHARE" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.      

  "PERFORMANCE UNIT" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.                 

     "RELOAD OPTION RIGHTS" means additional Option Rights automatically
granted to an Optionee upon the exercise of Option Rights pursuant to Section   
4(f) of this Plan.                                                              

     "RESTRICTED SHARES" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture   
nor the restrictions on transfer referred to in Section 6 hereof has expired.   

        "RULE 16B-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, or any successor rule to the same effect.                  

        "SPREAD" means, in the case of a Free-standing Appreciation Right, the
amount by which the Market Value per Share on the date when the Appreciation    
Right is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on the
date when the Appreciation Right is exercised exceeds the Option Price specified
in the related Option Right.                                                    

     "SUBSIDIARY" means any corporation in which the Corporation owns or
controls directly or indirectly more than 50 percent of the total combined      
voting power represented by all classes of stock issued by such corporation at  
the time of the grant.                                                          

    "SUCCESSOR" of a Participant means the legal representative of the
estate of a deceased Participant or the person or persons who shall acquire the 
right to exercise an award hereunder by bequest or inheritance or by reason of  
death of the Participant.                                                       

 "TANDEM APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an Option     
Right or any similar right granted under any other plan of the Corporation.     

       3. SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE PLAN. (a) Subject
to adjustment as provided in Section 10 of this Plan, the number of Common      
Shares granted under this Plan, shall not in the aggregate exceed 1,250,000     
Shares, which may be Common Shares of original issuance or Common Shares held in
treasury or a combination thereof. For the purposes of this Section 3(a):       

          (i)  Upon payment in cash of the benefit provided by any award granted
          under this Plan, any Common Shares that were covered by that
award shall again be                              

DEFM14A
212th Page of 235
TOC
1st
Previous
Next
Bottom
Just 212th

available for issuance hereunder.                 

         (ii) Common Shares covered by any award granted under this Plan shall
            be deemed to have been issued, and shall cease to be available
       for future issuance in respect of any other award granted
          hereunder, at the earlier of the time when they are actually
           issued or the time when dividends or dividend equivalents are
              paid thereon; provided, however, that Restricted Shares shall be
             deemed to have been issued at the earlier of the time when they
            cease to be subject to a substantial risk of forfeiture or the
time when dividends are paid thereon.             

         (b) The number of Performance Units that may be granted under this Plan
shall not in the aggregate exceed 100,000. Performance Units that are granted   
under this Plan, but are paid in Common Shares or are not earned by the         
Participant at the end of the Performance Period, shall be available for future 
grants of Performance Units hereunder.                                          

        4. OPTION RIGHTS. The Committee may from time to time authorize grants
to Participants of options to purchase Common Shares upon such terms and        
conditions as the Committee may determine in accordance with the following      
provisions:                                                                     

               (a) Each grant shall specify the number of Common Shares to
which it pertains; provided, however, that no participant shall be granted      
Option Rights for more than 100,000 Common Shares in any one fiscal year of the 
Corporation, subject to adjustment as provided in Section 10 of this Plan.      

                  (b) Each grant shall specify an Option Price per Common Share,
which may be less than, equal to or greater than the Market Value per Share on  
the Date of Grant; provided, however, (i) the Option Price shall equal at least 
85% of the Market Value per Share on the Date of Grant, or (ii) the Option Price
with respect to each Incentive Stock Option shall not be less than 100% (or     
110%, in the case of an individual described in Section 422(b)(6) of the Code   
(relating to certain 10% owners)) of the Market Value per Share on the Date of  
Grant.                                                                          

                (c) Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such      
consideration, which may include (i) cash in the form of currency or check or   
other cash equivalents acceptable to the Committee, (ii) subject to Section     
4(d), nonforfeitable, unrestricted Common Shares, which are already owned by the
Optionee and have a value at the time of exercise that is equal to the Option   
Price, (iii) any other legal consideration that the Committee may deem          
appropriate, including without limitation any form of consideration authorized  
under Section 4(d) below, on such basis as the Committee may determine in       
accordance with this Plan and (iv) any combination of the foregoing.            

                 (d) On or after the Date of Grant of any Nonqualified Option,
the Committee may determine that payment of the Option Price may also be made in
whole or in part in the form of Restricted Shares or other Common Shares that   
are subject to risk of forfeiture or                                            

DEFM14A
213th Page of 235
TOC
1st
Previous
Next
Bottom
Just 213th

restrictions on transfer. Unless otherwise determined by the Committee on or    
after the Date of Grant, whenever any Option Price is paid in whole or in part  
by means of any of the forms of consideration specified in this Section 4(d),   
the Common Shares received by the Optionee upon the exercise of the Nonqualified
Option shall be subject to the same risks of forfeiture or restrictions on      
transfer as those that applied to the consideration surrendered by the Optionee;
provided, however, that such risks of forfeiture and restrictions on transfer   
shall apply only to the same number of Common Shares received by the Optionee as
applied to the forfeitable or restricted Common Shares surrendered by the       
Optionee.                                                                       

                (e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker on the date of exercise of some
or all of the Common Shares to which the exercise relates.                      

               (f) On or after the Date of Grant of any Option Rights, the
Committee may provide for the automatic grant to the Optionee of Reload Option  
Rights upon the exercise of Option Rights, including Reload Option Rights for   
Common Shares or any other noncash consideration authorized under Sections 4(c) 
and (d) above.                                                                  

             (g) Successive grants may be made to the same Participant
regardless of whether any Option Rights previously granted to the Participant   
remain unexercised.                                                             

                 (h) Each grant shall specify the conditions, including as and
to the extent determined by the Committee, the period or periods of continuous  
employment, or continuous engagement of the consulting services, of the Optionee
by the Corporation or any Subsidiary, or the achievement of Management          
Objectives, that are necessary before the Option Rights or installments thereof 
shall become exercisable, and any grant may provide for the earlier exercise of 
the Option Rights, including, without limitation, in the event of a change in   
control of the Corporation or other similar transaction or event.               

               (i) Option Rights granted pursuant to this Section 4 may be
Nonqualified Options or Incentive Stock Options or combinations thereof, as set 
forth in the award agreement.                                                   

                 (j) On or after the Date of Grant of any Nonqualified Option,
the Committee may provide for the payment to the Optionee of dividend           
equivalents thereon in cash or Common Shares on a current, deferred or          
contingent basis, or the Committee may provide that any dividend equivalents    
shall be credited against the Option Price.                                     

                 (k) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant (except that, in the case of
an individual described in Section 422(b)(6) of the Code (relating to certain   
10% owners) who is granted an Incentive Stock Option, the term of such Option   
Right shall be no more than five years from the Date of Grant).                 

                  (l) Each grant shall be evidenced by an agreement, which shall
be executed on                                                                  

DEFM14A
214th Page of 235
TOC
1st
Previous
Next
Bottom
Just 214th

behalf of the Corporation by any officer thereof and delivered to and accepted  
by the Optionee and shall contain such terms and provisions as the Committee may
determine consistent with this Plan.                                            

                  (m) The aggregate Market Value per Share, determined as of the
Date of Grant, of the Common Shares for which any Optionee may be awarded       
Incentive Stock Options which are first exercisable by the Optionee during any  
calendar year under this Plan (or any other stock option plan required to be    
taken into account under Section 422(d) of the Code) shall not exceed $100,000. 

                  (n) Options granted pursuant to this Section 4 shall terminate
on the earliest of the following dates:                                         
                 (1) On the date on which the Optionee ceases to be an
employee of the Company or a Subsidiary unless he ceases to be such an employee 
in a manner described in (2) or (3) below.                                      
                      (2) 60 days after the Optionee ceases to be an employee of
the Company or any Subsidiary if (i) Optionee retires from employment with the  
Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's
employment is terminated under circumstances determined by the Committee to be  
for the convenience of the Company.                                             
                     (3) 90 days after the date on which Optionee's employment
is terminated as a result of the Optionee's death or Disability (as hereinafter 
defined).                                                                       
          (4) Ten years from the date of this Agreement.
                    (5) In the event the Optionee shall intentionally commit
an act materially inimical to the interests of the Company or a Subsidiary, and 
the Committee shall so find, the Option shall terminate at the time of such act,
notwithstanding any other provision of this Agreement.                          

                (o) If and to the extent otherwise advisable herein or under
the applicable option agreement, upon and after the death of an Optionee, such  
Optionee's Option Rights, to the extent exercisable after death may be exercised
by the Successors of the Optionee. An Option Right may be exercised, and payment
in full of the aggregate Option Price made, by the Successors of an Optionee    
only by written notice (in the form prescribed by the Committee) to the         
Corporation specifying the number of Common Shares to be purchased. Such notice 
shall state that the aggregate Option Price will be paid in full, or that the   
Option Right will be exercised as otherwise provided hereunder, in the          
discretion of the Corporation or the Committee, if and as applicable.           

    5. APPRECIATION RIGHTS. The Committee may also authorize grants to
Participants of Appreciation Rights. An Appreciation Right shall be a right of  
the Participant to receive from the Corporation an amount, which shall be       
determined by the Committee and shall be expressed by a percentage (not         
exceeding 100 percent) of the Spread at the time of the exercise of an          
Appreciation Right. Any grant of Appreciation Rights under this Plan shall be   
upon such terms and conditions as the Committee may determine in accordance with
the following provisions:                                                       

DEFM14A
215th Page of 235
TOC
1st
Previous
Next
Bottom
Just 215th

              (a) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right may be paid by the Corporation in cash, Common
Shares or any combination thereof and may (i) either grant to the Participant or
reserve to the Committee the right to elect among those alternatives or (ii)    
preclude the right of the Participant to receive and the Corporation to issue   
Common Shares or other equity securities in lieu of cash; provided, however,    
that no form of consideration or manner of payment that would cause Rule 16b-3  
to cease to apply to this Plan shall be permitted.                              

              (b) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right shall not exceed a maximum specified by the   
Committee on the Date of Grant.                                                 

             (c) Any grant may specify (i) a waiting period or periods
before Appreciation Rights shall become exercisable and (ii) permissible dates  
or periods an or during which Appreciation Rights shall be exercisable.         

               (d) Any grant may specify that an Appreciation Right may be
exercised only in the event of a change in control of the Corporation or other  
similar transaction or event.                                                   

                 (e) On or after the Date of Grant of any Appreciation Rights,
the Committee may provide for the payment to the Participant of dividend        
equivalents thereon in cash or Common Shares on a current, deferred or          
contingent basis.                                                               

                  (f) Each grant shall be evidenced by an agreement, which shall
be executed an behalf of the Corporation by any officer thereof and delivered to
and accepted by the Optionee and shall contain such other terms and provisions  
an the Committee may determine consistent with this Plan.                       

             (g) Regarding Tandem Appreciation Rights only: Each grant
shall provide that a Tandem Appreciation Right may be exercised only (i) at a   
time when the related Option Right (or any similar right granted under any other
plan of the Corporation) is also exercisable and the Spread is positive and (ii)
by surrender of the related Option Right (or such other right) for cancellation.

         (h) Regarding Free-standing Appreciation Rights only:

             (i)   Each grant shall specify in respect of each
                         Free-standing Appreciation Right a Base Price per
                        Common Share, which shall be equal to or greater
                      than the Market Value per Share on the Date of
Grant;                  

           (ii)  Successive grants may be made to the same
Participant regardless  

DEFM14A
216th Page of 235
TOC
1st
Previous
Next
Bottom
Just 216th

                        of whether any Free-standing Appreciation Rights
                    previously granted to the Participant remain
                            unexercised; provided, however , that no participant
                       shall be granted more than 100,000 Freestanding
                         Appreciation Rights in any one fiscal year of the
                         Corporation, subject to adjustment as provided in
Section 10 of this Plan;

                    (iii) Each grant shall specify the conditions, including
                         as and to the extent determined by the Committee,
                          the period or periods of continuous employment, or
                            continuous engagement of the consulting services, of
                 the Participant by the Corporation or any
                    Subsidiary, or the achievement of Management
                 Objectives, that are necessary before the
                         Free-standing Appreciation Rights or installments
                           thereof shall become exercisable, and any grant may
               provide for the earlier exercise of the
                     Free-standing Appreciation Rights, including,
                       without limitation, in the event of a change in
                   control of the Corporation or other similar
 transaction or event; and

                   (iv)  No Free-standing Appreciation Right granted under
                          this Plan may be exercised more than 10 years from
the Date of Grant.      

        6. RESTRICTED SHARES. The Committee may also authorize grants or sales
to Participants of Restricted Shares upon such terms and conditions as the      
Committee may determine in accordance with the following provisions:            

                 (a) Each grant or sale shall constitute an immediate transfer
of the ownership of Common Shares to the Participant in consideration of the    
performance of services, or as and to the extent determined by the Committee,   
the achievement of Management Objectives, entitling such Participant to         
dividend, voting and other ownership rights, subject to the substantial risk of 
forfeiture and restrictions on transfer hereinafter referred to.                

         (b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the      
Participant that is less than the Market Value per Share on the Date of Grant.  

            (c) Each grant or sale shall provide that the Restricted
Shares covered thereby shall be subject to a "substantial risk of forfeiture"   
within the meaning of Section 83 of the Code for a period to be determined by   
the Committee on the Date of Grant, and any grant or sale may provide for the   
earlier termination of such period, including without limitation, in the event  
of a change in control of the Corporation or other similar transaction or event.

                (d) Each grant or sale shall provide that, during the period
for which such substantial risk of forfeiture is to continue, the               
transferability of the Restricted Shares shall be                               

DEFM14A
217th Page of 235
TOC
1st
Previous
Next
Bottom
Just 217th

prohibited or restricted in the manner and to the extent prescribed by the      
Committee on the Date of Grant. Such restrictions may include, without          
limitation, rights of repurchase or first refusal in the Corporation or         
provisions subjecting the Restricted Shares to a continuing substantial risk of 
forfeiture in the hands of any transferee.                                      

                  (e) Any grant or sale may require that any or all dividends or
other distributions paid on the Restricted Shares during the period of such     
restrictions be automatically sequestered and reinvested on an immediate or     
deferred basis in additional Common Shares, which may be subject to the same    
restrictions as the underlying award or such other restrictions as the Committee
may determine.                                                                  

              (f) Each grant or sale shall be evidenced by an agreement,
which shall be executed an behalf of the Corporation by any officer thereof and 
delivered to and accepted by the Participant and shall contain such terms and   
provisions as the Committee may determine consistent with this Plan. Unless     
otherwise directed by the Committee, all certificates representing Restricted   
Shares, together with a stock power that shall be endorsed in blank by the      
Participant with respect to the Restricted Shares, shall be held in custody by  
the Corporation until all restrictions thereon lapse.                           

         7. DEFERRED SHARES. The Committee may also authorize grants or sales of
Deferred Shares to Participants upon such terms and conditions as the Committee 
may determine in accordance with the following provisions:                      

                (a) Each grant or sale shall constitute the agreement by the
Corporation to issue or transfer Common Shares to the Participant in the future 
in consideration of the performance of services rendered, subject to the        
fulfillment during the Deferral Period of such conditions as the Committee may  
specify.                                                                        

         (b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the      
Participant that is less than the Market value per Share on the Date of Grant.  

                 (c) Each grant or sale shall provide that the Deferred Shares
covered thereby shall be subject to a Deferral Period, which shall be fixed by  
the Committee on the Date of Grant, and any grant or sale may provide for the   
earlier termination of the Deferral Period, including without limitation, in the
event of a change in control of the Corporation or other similar transaction or 
event.                                                                          

                  (d) During the Deferral Period, the Participant shall not have
any right to transfer any rights under the subject award, shall not have any    
rights of ownership in the Deferred Shares and shall not have any right to vote 
the Deferred Shares, but the Committee may on or after the Date of Grant        
authorize the payment of dividend equivalents on the Deferred                   

DEFM14A
218th Page of 235
TOC
1st
Previous
Next
Bottom
Just 218th

Shares in cash or additional Common Shares on a current, deferred or contingent 
basis.                                                                          

              (e) Each grant or sale shall be evidenced by an agreement,
which shall be executed an behalf of the Corporation by any officer thereof and 
delivered to and accepted by the Participant and shall contain such terms and   
provisions as the Committee may determine consistent with this Plan.            

     8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee may also
authorize grants of Performance Shares and Performance Units, which shall become
payable to the Participant upon the achievement of specified Management         
Objectives, upon such terms and conditions as the Committee may determine in    
accordance with the following provisions:                                       

                 (a) Each grant shall specify the number of Performance Shares
or Performance Units to which it pertains, which may be subject to adjustment to
reflect changes in compensation or other factors.                               

               (b) The Performance Period with respect to each Performance
Share or Performance Unit shall be determined by the Committee on the Date of   
Grant and may be subject to earlier termination, including, without limitation, 
in the event of a change in control of the Corporation or other similar         
transaction or event.                                                           

               (c) Each grant shall specify the Management Objectives that
are to be achieved by the Participant.                                          

            (d) Each grant shall specify in respect of the specified
Management Objectives a minimum acceptable level of achievement below which no  
payment will be made and shall set forth a formula for determining the amount of
any payment to be made if performance is at or above the minimum acceptable     
level but falls short of full achievement of the specified Management           
Objectives.                                                                     

                  (e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance units that shall have been earned, and any    
grant may specify that any such amount may be paid by the Corporation in cash,  
Common Shares or any combination thereof and may either grant to the Participant
or reserve to the Committee the right to elect among those alternatives;        
provided, however, that no form of consideration or manner of payment that would
cause Rule 16b-3 to cease to apply to this Plan shall be permitted.             

            (f) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the   
Committee on the Date of Grant. Any grant of Performance Units may specify that 
the amount payable, or the number of Common Shares issued, with respect thereto 
may not exceed maximums specified by the Committee on the Date of Grant.        

DEFM14A
219th Page of 235
TOC
1st
Previous
Next
Bottom
Just 219th

                (g) On or after the Date of Grant of Performance Shares, the
Committee may provide for the payment to the Participant of dividend equivalents
thereon in cash or additional Common Shares on a current, deferred or contingent
basis.                                                                          

                  (h) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as  
the Committee may determine consistent with this Plan.                          

      9. TRANSFERABILITY. (a) No Option Right or other derivative security
(as that term is used in Rule 16b-3) granted under this Plan may be transferred 
by a Participant except by will or the laws of descent and distribution. Option 
Rights and Appreciation Rights granted under this Plan may not be exercised     
during a Participant's lifetime except by the Participant or, in the event of   
the Participant's legal incapacity, by his guardian or legal representative     
acting in a fiduciary capacity on behalf of the Participant under state law and 
court supervision. The Committee may (but need not) permit other transfers, to  
the extent consistent with Rule 16b-3; where the Committee concludes that such  
transferability does not result in accelerated taxation and is otherwise        
appropriate and desirable.                                                      

                  (b) Any grant made under this Plan may provide that all or any
part of the Common Shares that are to be issued or transferred by the           
Corporation upon the exercise of Option Rights or Appreciation Rights or upon   
the termination of the Deferral Period applicable to Deferred Shares or in      
payment of Performance Shares or Performance Units, or are no longer subject to 
the substantial risk of forfeiture and restrictions on transfer referred to in  
Section 6 of this Plan, shall be subject to further restrictions upon transfer. 

         10. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Common Shares covered by outstanding awards granted hereunder, 
the Option Prices per Common Share or Base Prices per Common Share applicable to
any such awards, and the kind of shares (including shares of another issuer)    
covered thereby, as the Committee may in good faith determine to be equitably   
required in order to prevent dilution or expansion of the rights of Participants
that otherwise would result from (a) any stock dividend, stock split,           
combination of shares, recapitalization or other change in the capital structure
of the Corporation or (b) any merger, consolidation, spin-off, spin-out,        
split-off, split-up, reorganization, partial or complete liquidation or other   
distribution of assets, issuance of warrants or other rights to purchase        
securities or any other corporate transaction or event having an effect similar 
to any of the foregoing. In the event of any such transaction or event, the     
Committee may provide in substitution for any or all outstanding awards under   
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the   
surrender of all awards so replaced. Moreover, the Committee may on or after the
Date of Grant provide in the agreement evidencing any award under this Plan that
the holder of the award may elect to receive an equivalent award in respect of  
securities of the                                                               

DEFM14A
220th Page of 235
TOC
1st
Previous
Next
Bottom
Just 220th

surviving entity of any merger, consolidation or other transaction or event     
having a similar effect, or the Committee may provide that the holder will      
automatically be entitled to receive such an equivalent award. The Committee may
also make or provide for such adjustments in the maximum number of Common Shares
specified in Section 3(a) of this Plan, the maximum number of Performance Units 
specified in Section 3(b), and the maximum number of Common Shares and          
Free-standing Appreciation Rights specified in Sections 4(a) and 5(h)(ii) of    
this Plan as the Committee may in good faith determine to be appropriate in     
order to reflect any transaction or event described in this Section 10.         

       11. FRACTIONAL SHARES. The Corporation shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Committee may provide   
for the elimination of fractions or for the settlement thereof in cash.         

       12. WITHHOLDING TAXES. To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any       
payment made or benefit realized by a Participant or other person under this    
Plan, and the amounts available to the Corporation for the withholding are      
insufficient, it shall be a condition to the receipt of any such payment or the 
realization of any such benefit that the Participant or such other person make  
arrangements satisfactory to the Corporation for payment of the balance of any  
taxes required to be withheld. At the discretion of the Committee and subject to
the provisions of Rule 16b-3, any such arrangements may include relinquishment  
of a portion of any such payment or benefit. The Corporation and any Participant
or such other person may also make similar arrangements with respect to the     
payment of any taxes with respect to which withholding is not required.         

         13. CERTAIN TERMINATIONS OF EMPLOYMENT OR CONSULTING SERVICES, HARDSHIP
AND APPROVED LEAVES OF ABSENCE. Notwithstanding any other provision of this Plan
to the contrary, in the event of termination of employment or consulting        
services by reason of death, disability, normal retirement, early retirement,   
with the consent of the Corporation, termination of employment or consulting    
services to enter public service with the consent of the Corporation or leave of
absence approved by the Corporation, or in the event of hardship or other       
special circumstances, of a Participant who holds an Option Right or            
Appreciation Right that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or     
restriction on transfer has not lapsed, any Deferred Shares as to which the     
Deferral Period is not complete, any Performance Shares or Performance Units    
that have not been fully earned, or any Common Shares that are subject to any   
transfer restriction pursuant to Section 9(b) of this Plan, the Committee may   
take any action that it deems to be equitable under the circumstances or in the 
best interests of the Corporation, including without limitation, waiving or     
modifying any limitation or requirement with respect to any award under this    
Plan.                                                                           

        14. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by
a Committee of the Board, which shall be composed of not less than two members  
of the Board, each of whom shall be a "non-employee director" within the meaning
of Rule 16b-3.                                                                  

DEFM14A
221st Page of 235
TOC
1st
Previous
Next
Bottom
Just 221st

               (b) The interpretation and construction by the Committee of
any provision of this Plan or any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred    
Shares, Performance Shares or Performance Units, and any determination by the   
Committee pursuant to any provision of this Plan or any such agreement,         
notification or document, shall be final and conclusive. No member of the       
Committee shall be liable for any such action taken or determination made in    
good faith.                                                                     

     15. AMENDMENTS AND OTHER MATTERS. (a) This Plan may be amended from
time to time by the Committee; provided, however, that except as expressly      
authorized by this Plan, no such amendment shall increase the number of Common  
Shares specified in Section 3(a) hereof, increase the number of Performance     
Units specified in Section 3(b) hereof, or otherwise cause this Plan to cease to
satisfy any applicable condition of Rule 16b-3, without further approval of the 
stockholders of the Corporation.                                                

             (b) With the concurrence of the affected Participant, the
Committee may cancel any agreement evidencing Option Rights or any other award  
granted under this Plan. In the event of any such cancellation, the Committee   
may authorize the granting of new Option Rights or other awards hereunder, which
may or may not cover the same number of Common Shares or Performance Units as   
had been covered by the canceled Option Rights or other award, at such Option   
Price, in such manner and subject to such other terms, conditions and discretion
as would have been permitted under this Plan had the canceled Option Rights or  
other award not been granted.                                                   

            (c) The Committee may grant under this Plan any award or
combination of awards authorized under this Plan in exchange for the            
cancellation of an award that was not granted under this Plan, including without
limitation any award that was granted prior to the adoption of this Plan by the 
Board, and any such award or combination of awards so granted under this Plan   
may or may not cover the same number of Common Shares as had been covered by the
cancelled award and shall be subject to such other terms, conditions and        
discretion as would have been permitted under this Plan had the cancelled award 
not been granted.                                                               

                 (d) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Corporation 
or any Subsidiary and shall not interfere in any way with any right that the    
Corporation or any Subsidiary would otherwise have to terminate any             
Participant's employment or other service at any time.                          

                   (i) To the extent that any provision of this Plan would
                    prevent any Option Right that was intended to quality as
                  an Incentive Stock Option from so qualifying, any such
                     provision shall be null and void with respect to any such
                    Option Right: provided, however, that any such provision
               shall remain in effect with respect to other Option
               Rights, and there shall be no further effect on any
provision of this Plan.             

DEFM14A
222nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 222nd

                    (ii) Any award that may be made pursuant to an amendment
                 to this Plan that shall have been adopted without the
                    approval of the stockholders of the Corporation shall be
                    null and void if it is subsequently determined that such
                    approval was required in order for this Plan to continue
               to satisfy the applicable conditions of Rule 16b-3.

      16. CHANGE IN CONTROL. The Committee may provide that awards granted
under this Plan shall vest upon a change in control (as hereinafter defined).   
For purposes of this Plan, "Change in Control" means the occurrence of any      
of the following events:                                                        

                (a) The execution by the Corporation of an agreement for the
merger, consolidation or reorganization into or with another corporation or     
other legal person; provided, however, that no such merger, consolidation or    
reorganization shall constitute a Change in Control if as a result of such      
merger, consolidation or reorganization not less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person   
immediately after such transaction are held in the aggregate by the holders of  
securities entitled to vote generally in the election of directors of the       
Corporation ("Voting Stock") immediately prior to such transaction;             

                (b) The execution by the Corporation of an agreement for the
sale or other transfer of all or substantially all of its assets to another     
corporation or other legal person; provided, however, that no such sale or other
transfer shall constitute a Change in Control if as a result of such sale or    
transfer not less than a majority of the combined voting power of the then      
outstanding securities of such corporation or person immediately after such sale
or transfer is held in the aggregate by the holders of Voting Stock of the      
Corporation immediately prior to such sale or transfer.                         

                 (c) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated pursuant to the
Exchange Act disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any
of their affiliates) that owns beneficially or of record more than ten percent  
of the Common Shares on the Effective Date) has or intends to become the        
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or 
any successor rule or regulation promulgated under the Exchange Act) of         
securities representing a majority or more of the combined voting power of the  
then-outstanding Voting Stock, including, without limitation, pursuant to a     
tender offer or exchange offer;                                                 

       (d) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute the directors of 
the Corporation cease for any reason to constitute at least a majority thereof; 
provided, however, that for purposes of this subsection (d) each director who is
first elected, or first nominated for election by the Corporation's             
stockholders, by a vote of at least two-thirds of the directors of the          
Corporation (or a committee                                                     

DEFM14A
223rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 223rd

thereof) then still in office who were directors of the Corporation at the      
beginning of any such period shall be deemed to have been a director of the     
Corporation at the beginning of such period; or                                 

                 (e) except pursuant to a transaction described in the proviso
to subsection (a) of this Section 11, the Corporation adopts a plan for the     
liquidation or dissolution of the Corporation.                                  

                 Notwithstanding the foregoing, to the extent necessary for an
Option Right, its exercise or the sale of Common Shares acquired thereunder to  
be exempt from Section 16(b) of the Exchange Act (i) except in the case of death
or Disability, an Optionee shall not be entitled to exercise any Option Rights  
granted within six months prior to the occurrence of a Change in Control until  
the expiration of the six-month period following the Date of Grant of such      
Option Rights, or (ii) at least six months shall elapse from the Date of Grant  
of such Option Rights to the date of disposition of the Common Shares acquired  
upon exercise of such Option Rights.                                            

       17. TERMINATION OF THE PLAN. No further awards shall be granted under
this Plan after the passage of 10 years from the date on which this Plan is     
first approved by the stockholders of the Corporation.                          

    18. EFFECTIVE DATE. The effective date of this Plan (the Effective
Date") shall be September 1, 1999, provided, however, that this Plan and each   
award granted hereunder shall be void and of no force or effect until and unless
this Plan shall have been approved by a vote of the holders of the majority of  
the Corporation present, or represented, and entitled to vote at a meeting duly 
held in accordance with Delaware law.                                           

DEFM14A
224th Page of 235
TOC
1st
Previous
Next
Bottom
Just 224th

                                                                   ANNEX D

AcuBid.com, Inc.

1999 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

DEFM14A
225th Page of 235
TOC
1st
Previous
Next
Bottom
Just 225th

AcuBid.com, Inc.

 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                            PAGE               
                                                                                            ----               

                                                                                                               
1.  Purposes ................................................................................................1 

2.  Definitions .............................................................................................1 

3.  Shares Available under the Plan .........................................................................2 

4.  Automatic Grants of Nonqualified Options to Nonemployee                                                    
    Directors ...............................................................................................3 

5.  Adjustments .............................................................................................4 

6.  Fractional Shares .......................................................................................5 

7.  Administration of the Plan ..............................................................................5 

8.  Amendments and Other Matters ............................................................................5 

9.  No Additional Rights ....................................................................................5 

10. Securities Law Matters ..................................................................................6 

11. Change in Control .......................................................................................6 

12. Termination of the Plan .................................................................................8 

13. Effective Date ..........................................................................................8 

14. Nontransferability ......................................................................................8 


DEFM14A
226th Page of 235
TOC
1st
Previous
Next
Bottom
Just 226th

AcuBid.com, Inc.

 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1.       PURPOSES. The purposes of this Plan are to encourage outside Directors 
of AcuBid.com, Inc. (the "Corporation") to own shares of the  
       Corporation's stock and thereby to align their interests more closely
     with the interests of the other stockholders of the Corporation, to
      encourage the highest level of Director performance by providing the
         Directors with a direct interest in the Corporation's attainment of its
     financial goals, and to provide financial incentives that will help
attract and retain the most qualified Directors.              

2.       DEFINITIONS. As used in this Plan:                                     

"Board" means the Board of Directors of the Corporation.      

"Change in Control" has the meaning set forth in Section 11.  

"Code" means the Internal Revenue Code of 1986, as amended.   

      "Committee" means the Committee described in Section 7 of this Plan.

       "Common Shares" means (i) shares of the Common Stock, $.01 par value,
       of the Corporation and (ii) any security into which Common Shares may
         be converted by reason of any transaction or event of the type referred
to in Section 5 of this Plan.                                 

         "Date of Grant" means the date on which a grant of Nonqualified Options
shall become effective as provided in Section 4(a).           

      "Director" means a member of the Board who is not an employee of the
      Corporation. For purposes of this Plan, an employee is an individual
        whose wages are subject to the withholding of federal income tax under
       Section 3401 and 3402 of the Code. A Director who becomes an employee
         (within the meaning of this Section) shall not forfeit any Option Right
 granted hereunder solely by reason of assuming employee status.

       "Disability" means the inability to engage in any substantial gainful
     activity by reason of any medically determinable physical or mental
         impairment which can be expected to result in death or which has lasted
        or can be expected to last for a continuous period of not less than 12
months. A Director shall not be considered                    

DEFM14A
227th Page of 235
TOC
1st
Previous
Next
Bottom
Just 227th

         to be subject to a Disability until he furnishes a certification from a
        practicing physician in good standing to the effect that such Director
meets the criteria described in this Section.                 

"Effective Date" has the meaning set forth in Section 13.     

       "Exchange Act" means the Securities Exchange Act of 1934, as amended.

       "Market Value" as of a given date means (a) the closing sale price of
      the Common Shares on the principal securities exchange on which such
   Common Shares are then trading on such date, or (b) if the Common
        Shares are not listed on a securities exchange, the closing sale price
 of the Common Shares as reported on the National Association of
        Securities Dealers Automated Quotation System ("NASDAQ") on such date.
    If there are no Common Share transactions on such date, the Market
  Value per Common Share shall be determined as of the immediately
preceding date on which there were Common Share transactions. 

    "Nonqualified Option" means an option to purchase shares of Common
    Stock that is not intended to qualify as an incentive stock option
under Section 422 of the Code.                                

        "Optionee" means the Director so designated in an agreement evidencing
      an outstanding Option Right, or the Successor of an Optionee, as the
context so requires.                                          

         "Option Price" means the purchase price payable upon the exercise of an
Option Right.                                                 

   "Option Right" means the right to purchase Common Shares from the
         Corporation upon the exercise of a Nonqualified Option granted pursuant
      to this Plan. Option Rights shall be evidenced by written agreements
  containing terms and conditions not inconsistent with this Plan.

"Plan" means the AcuBid.com, Inc. 1998 Stock Option Plan for  
      NonEmployee Directors, as the same may be amended from time to time.

        "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
        time by the Securities and Exchange Commission under the Exchange Act.

         "Successor" of an Optionee means the legal representative of the estate
       of a deceased Optionee or the person or persons who shall acquire the
         right to exercise a Nonqualified Option by bequest or inheritance or by
reason of the death of the Optionee.                          

DEFM14A
228th Page of 235
TOC
1st
Previous
Next
Bottom
Just 228th

         "Termination of Service" means the time at which the Optionee ceases to
       serve as a member of the Board for any reason, with or without cause,
which includes termination by resignation, removal, death or  
retirement.                                                   

"Voting Stock" has the meaning set forth in Section 11(a).    

3.       SHARES AVAILABLE UNDER THE PLAN. (a) Subject to Sections 3(b) and 5 of 
        this Plan, the number of Common Shares issued or transferred, plus the
     number of Common Shares covered by outstanding awards granted under
     this Plan, shall not in the aggregate exceed 250,000 Common Shares,
       which may be Common Shares of original issuance or Common Shares held
in treasury or a combination thereof.                         

         (b) For the purposes of this Section 3, any Common Shares subject to an
  Option Right that has been canceled or terminated shall again be
available for the grant of Option Rights under this Plan.     

4.       Automatic Grants of Nonqualified Options to NonEmployee Directors.     

    (a) The following Nonqualified Options shall be granted under this
Plan:                                                         

          (i) As of the Effective Date, a Nonqualified Option to
purchase 3,000 Common Shares is granted to each person who on such date is an   
incumbent Director, and a Nonqualified Option to purchase 3,000 Common Shares   
shall be automatically granted to each such person on each year thereafter for  
so long as he continues to serve as a Director.                                 

                 (ii) With respect to each person who first becomes a Director
of the Corporation after the Effective Date of this Plan, an option to purchase 
3,000 Common Shares shall be automatically granted as of the date such person   
first becomes a Director, and a Nonqualified Option to purchase 3,000 Common    
Shares shall be automatically granted to each such person on of each year       
thereafter for so long as he or she continues to serve as a Director and        
provided that he or she has served as a Director for at least six months prior  
thereto.                                                                        

              (b) The Option Price per share of each Nonqualified Option
shall be the Market Value per Common Share as of the Date of Grant.             

               (c) (i) Subject to subsection (ii) of this Section 4(c) and
Section 11 of this Plan, each Nonqualified Option, until terminated as provided 
in Section 4(d), shall become exercisable to the extent of 20% of the Common    
Shares subject thereto on the Date of Grant and to the extent of an additional  
20% of the Common Shares subject thereto after each of the first four           
anniversaries of such date, for so long as the Optionee continues to serve as a 
member of the Board. To the extent exercisable, each Nonqualified Option shall  
be exercisable in whole or in part from time to time.                           

DEFM14A
229th Page of 235
TOC
1st
Previous
Next
Bottom
Just 229th

                           (ii) If an Optionee ceases to be a Director by reason
of death or Disability, all Nonqualified Options held by such Optionee that     
would have otherwise become exercisable had such Director continuously served as
a Director through the date of the Corporation's annual meeting of stockholders 
immediately following such death or Disability shall, notwithstanding subsection
(i) of this Section 4(c), become immediately exercisable in full.               

                (d) Each Nonqualified Option shall terminate on the earliest
of the following dates:                                                         

                          (i) Three (3) months following the effective date of
the Optionee's Termination of Service, if such Termination of Service results   
other than from Optionee's death or Disability;                                 

                           (ii) One (1) year following the effective date of the
Optionee's Termination of Service, if such Termination of Service results       
from Optionee's death or Disability; or                                         

                  (iii) Ten (10) years from the Date of Grant.

                 (e) The Option Price shall be payable (i) in cash or by check
acceptable to the Corporation, (ii) by transfer to the Corporation of Common    
Shares which have been owned by the Optionee for more than six months prior to  
the date of exercise and which have a Market Value on the date of exercise equal
to the Option Price, or (iii) by a combination of such methods of payment. The  
requirement of payment in cash shall be deemed satisfied if the Optionee shall  
have made arrangements satisfactory to the Corporation with a broker who is a   
member of the National Association of Securities Dealers, Inc. to sell on the   
exercise date a sufficient number of the shares being purchased so that the net 
proceeds of the sale transaction will at least equal the option exercise price  
and pursuant to which the broker undertakes to deliver the full option exercise 
price to the Corporation not later than the date on which the sale transaction  
will settle in the ordinary course of business.                                 

               (f) Nonqualified Options granted pursuant to this Section 4
shall be options that are not intended to qualify under any particular provision
of the Code.                                                                    

                (g) If and to the extent otherwise advisable herein or under
the applicable option agreement, upon and after the death of an Optionee, such  
Optionee's Nonqualified Options, to the extent exercisable after death may be   
exercised by the Successors of the Optionee. A Nonqualified Option may be       
exercised, and payment in full of the aggregate Option Price made, by the       
Successors of an Optionee only by written notice (in the form prescribed by the 
Committee) to the Corporation specifying the number of Common Shares to be      
purchased. Such notice shall state that the aggregate Option Price will be paid 
in full, or that the Nonqualified Option will be exercised as otherwise provided
hereunder, in the discretion of the Corporation or the Committee, if and as     
applicable.                                                                     

DEFM14A
230th Page of 235
TOC
1st
Previous
Next
Bottom
Just 230th

                5. ADJUSTMENTS. The Committee shall make or provide for such
adjustments in the number of Common Shares covered by awards made hereunder, the
Option Prices per Common Share applicable to any such awards, and the kind of   
shares (including shares of another issuer) covered thereby, as the Committee   
shall in good faith determine to be equitably required in order to prevent      
dilution or expansion of the rights of Optionee that otherwise would result from
(a) any stock dividend, stock split, combination of shares, recapitalization or 
other change in the capital structure of the Corporation, or (b) any merger,    
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial 
or complete liquidation or other distribution of assets, issuance of warrants or
other rights to purchase securities or any other corporate transaction or event 
having an effect similar to any of the foregoing. The Committee shall also make 
or provide for such adjustments in the maximum number of Common Shares specified
in Section 3(a) of this Plan as the Committee may in good faith determine to be 
appropriate in order to reflect any transaction or event described in this      
Section 5.                                                                      

                  6. FRACTIONAL SHARES. The Corporation shall not be required to
issue any fractional Common Shares pursuant to this Plan. Whenever under the    
terms of this Plan a fractional Common Share would otherwise be required to be  
issued, an amount in lieu thereof shall be paid in cash based upon the Market   
Value of such fractional Common Share.                                          

                  7. ADMINISTRATION OF THE PLAN. This Plan shall be administered
by a committee of the Board, which shall be composed of not less than two       
members of the Board ("Committee"). Notwithstanding the foregoing, grants of    
Option Rights under this Plan shall be automatic as described in Section 4, and 
the Committee shall have no authority, discretion or power to determine the     
terms of the Option Rights to be granted pursuant to this Plan, the number of   
Common Shares to be issued thereunder or the time at which such Option Rights   
are to be granted, or establish the duration and nature of Option Rights, except
in the sense of administering the Plan subject to the provisions of this Plan.  

8. AMENDMENTS AND OTHER MATTERS.            

          (a) This Plan may be terminated, and from time to time
amended, by the Board; provided, however, that except as expressly authorized by
this Plan, no such amendment shall increase the number of Common Shares         
specified in Section 3(a) hereof, materially modify the requirements as to      
eligibility for participation in this Plan, or otherwise cause this Plan or any 
grant, award or election made pursuant to this Plan to cease to satisfy any     
applicable condition of Rule 16b-3, without further approval of the stockholders
of the Corporation, provided, further, that Plan provisions relating to the     
amount and price of securities to be awarded and the timing of awards under the 
Plan shall not be amended more than once every six months, other than to comport
with changes in the Code, the Employees Retirement Income Security Act, as      
amended, or the rules promulgated thereunder. No amendment or termination of    
this Plan shall adversely affect any outstanding award theretofore granted under
the Plan without the consent of the Director holding such award.                

DEFM14A
231st Page of 235
TOC
1st
Previous
Next
Bottom
Just 231st

                 (b) Any grant, award or election that may be made pursuant to
an amendment to this Plan shall be null and void if it is subsequently          
determined that stockholder approval of such amendment was required in order for
this Plan to continue to satisfy the applicable conditions of Rule 16b-3.       

                 9. NO ADDITIONAL RIGHTS. Nothing contained in this Plan or in
any award granted under this Plan shall interfere with or limit in any way the  
right of the stockholders of the Corporation to remove any Director from the    
Board pursuant to state law or the Bylaws or Articles of Incorporation of the   
Corporation, nor confer upon any Director any right to continue in the service  
of the Corporation.                                                             

10. SECURITIES LAW MATTERS.                 

                (a) The Corporation may require any Optionee, as a condition
of receiving Option Rights, to give written assurances in substance and form    
satisfactory to the Corporation and its counsel to the effect that such person  
is acquiring the Common Shares subject to the Option Rights for his own account 
for investment and not with any present intention of selling or otherwise       
distributing the same, and to such other effects as the Corporation deems       
necessary or appropriate in order to comply with federal and applicable state   
securities laws.                                                                

           (b) Each award of Option Rights shall be subject to the
requirement that, if at any time counsel to the Corporation shall determine that
the listing, registration or qualification of the Common Shares subject to such 
Option Rights upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as 
a condition of, or in connection with, the issuance of shares thereunder, such  
award of Option Rights may not be accepted or exercised in whole or in part     
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to such counsel. Nothing     
herein shall be deemed to require the Corporation to apply for or to obtain such
listing, registration or qualification.                                         

                 (c) To the extent necessary for an Option Right, its exercise
or the sale of Common Shares acquired thereunder to be exempt from Section 16(b)
of the Exchange Act, such Option Right shall be held six months from the Date of
Grant, or at least six months shall elapse from the Date of Grant to the date of
disposition of the Common Shares acquired upon exercise of such Option Right.   

       11. CHANGE IN CONTROL. Upon a Change in Control (as
hereinafter defined), all Nonqualified Options held by an Optionee that would   
become exercisable with respect to such Optionee's service as a Director through
the date of the Corporation's annual meeting of stockholders immediately        
following such Change in Control shall, notwithstanding Section 4(c) of this    
Plan, become immediately exercisable in full. If any event or series of events  
constituting                                                                    

DEFM14A
232nd Page of 235
TOC
1st
Previous
Next
Bottom
Just 232nd

a Change in Control shall be abandoned, the effect thereof shall be null and of 
no further force and effect and the provisions of section 4(c) shall be         
reinstated but without prejudice to any exercise of any Option Right that may   
have occurred prior to such nullification. For purposes of this Plan, "Change in
Control" means the occurrence of any of the following events:                   

                (a) The execution by the Corporation of an agreement for the
merger, consolidation or reorganization into or with another corporation or     
other legal person; provided, however, that no such merger, consolidation or    
reorganization shall constitute a Change in Control if as a result of such      
merger, consolidation or reorganization not less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person   
immediately after such transaction are held in the aggregate by the holders of  
securities entitled to vote generally in the election of directors of the       
Corporation ("Voting Stock") immediately prior to such transaction;             

                (b) The execution by the Corporation of an agreement for the
sale or other transfer of all or substantially all of its assets to another     
corporation or other legal person; provided, however, that no such sale or other
transfer shall constitute a Change in Control if as a result of such sale or    
transfer not less than a majority of the combined voting power of the then      
outstanding securities of such corporation or person immediately after such sale
or transfer is held in the aggregate by the holders of Voting Stock of the      
Corporation immediately prior to such sale or transfer.                         

                 (c) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated pursuant to the
Exchange Act disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any
of their affiliates) that owns beneficially or of record more than ten percent  
of the Common Shares on the Effective Date) has or intends to become the        
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or 
any successor rule or regulation promulgated under the Exchange Act) of         
securities representing a majority or more of the combined voting power of the  
then-outstanding Voting Stock, including, without limitation, pursuant to a     
tender offer or exchange offer;                                                 

       (d) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute the directors of 
the Corporation cease for any reason to constitute at least a majority thereof; 
provided, however, that for purposes of this subsection (d) each director who is
first elected, or first nominated for election by the Corporation's             
stockholders, by a vote of at least two-thirds of the directors of the          
Corporation (or a committee thereof) then still in office who were directors of 
the Corporation at the beginning of any such period shall be deemed to have been
a director of the Corporation at the beginning of such period; or               

                 (e) except pursuant to a transaction described in the proviso
to subsection (a) of this Section 11, the Corporation adopts a plan for the     
liquidation or dissolution of the                                               

DEFM14A
233rd Page of 235
TOC
1st
Previous
Next
Bottom
Just 233rd

Corporation.                                                                    

                 Notwithstanding the foregoing, to the extent necessary for an
Option Right, its exercise or the sale of Common Shares acquired thereunder to  
be exempt from Section 16(b) of the Exchange Act (i) except in the case of death
or Disability, an Optionee shall not be entitled to exercise any Option Rights  
granted within six months prior to the occurrence of a Change in Control until  
the expiration of the six-month period following the Date of Grant of such      
Option Rights, or (ii) at least six months shall elapse from the Date of Grant  
of such Option Rights to the date of disposition of the Common Shares acquired  
upon exercise of such Option Rights.                                            

           12. TERMINATION OF THE PLAN. No further awards shall be
granted under this Plan after the passage of ten years from the date on which   
this Plan is first approved by the stockholders of the Corporation.             

            13. EFFECTIVE DATE. The effective date of this Plan (the
"Effective Date") shall be September 1, 1999, provided, however, that this Plan 
and each award granted hereunder shall be void and of no force or effect until  
and unless this Plan shall have been approved by a vote of the holders of the   
majority of the Corporation present, or represented, and entitled to vote at a  
meeting duly held in accordance with Delaware law.                              

               14. NONTRANSFERABILITY. Each Option granted under this Plan
shall by its terms be nontransferable by the Optionee except by will or the laws
of decent and distribution of the state wherein the Optionee is domiciled at the
time of his death; provided, however, that the committee may (but need not)     
permit other transfers, to the extent consistent with Rule 16b-3, where the     
Committee concludes that such transferability does not result in accelerated    
taxation and is otherwise appropriate and desirable.                            

DEFM14A
234th Page of 235
TOC
1st
Previous
Next
Bottom
Just 234th

REVOCABLE PROXY 

ACUBID.COM, INC.

ANNUAL MEETING OF STOCKHOLDERS

MAY 22, 2000
10:00 A.M.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

    The undersigned hereby appoints the official proxy committee of the Board of
Directors of AcuBid.com, Inc. (the "Company"), each with full power of          
substitution, to act as proxies for the undersigned, and to vote all shares of  
Common Stock of the Company which the undersigned is entitled to vote only at   
the Annual Meeting of Stockholders, to be held on May 22, 2000, at 10 a.m.,     
Pacific time, at La Costa Resort & Spa, 2100 Costa Del Mar Road, La Costa,      
California, and at any and all adjournments thereof, as set forth on the reverse
side.                                                                           

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO        
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES AS        
DIRECTORS SPECIFIED AND FOR EACH OF THE PROPOSALS LISTED. IF ANY OTHER BUSINESS 
IS PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE     
MEETING, THIS PROXY WILL BE VOTED BY THE PROXY COMMITTEE OF THE BOARD OF        
DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS     
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.               

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)