HISTORICAL BACKGROUND

    In late 1990 it was determined that a client tutorial product was necessary for the typical law office and the average client. Initially, thirty-two areas of law (disciplines) were evaluated for the client-tutorial; ultimately, it was designed with a glossary of terms, a question/answer format and a series of forms for each of the twelve disciplines chosen. The initial twelve disciplines were programmed for CD-ROM delivery using the Borland Delphi system. Since the program needed to be user-friendly for a wide range of individuals, including those who lacked computer literacy, it was determined that the product would be designed so that the user (the layperson, a paralegal, a legal secretary, an attorney or a computer expert) would feel comfortable with using the CD; therefore, the source code was written to accommodate a simple "point and click" method of access.

    The initial product delivery was designed for libraries because it was anticipated that many of the users would be laypersons who wished to acquire basic information prior to a consultation with an attorney. In 1991, a study of reference librarians throughout the United States was commissioned by the American Library Association for the purpose of determining the most problematic area for the reference desk of a typical library. It was found that approximately seventeen percent of the library patrons encountered difficulty accessing legal information mostly due to the fact that the legal system of reference and information is uniquely designed for attorneys and the judiciary. Although this was a fortuitous event, LAWCHEK®, by design, targeted libraries as its first market endeavor.

    In 1994, LAWCHEK® was incorporated after most of the design work had been completed. In the spring of 1995, a strategic partnership was developed with Macmillan Publishing (A Viacom Company) and that relationship continued throughout 1998. Commencing in 1999, LAWCHEK® will sell to libraries through I-MOL Corporation and through in-house sales. As a result of the marketing efforts by Macmillan, approximately twenty million library patrons now have access to the LAWCHEK® system, either directly through a library LAN (local area network) or through the Internet where the current LAWCHEK® product is delivered on a significantly expanded basis.

    The conclusion of the strategic alliance with Macmillan is principally due to the fact that Macmillan and its sister publishing companies, Simon and Schuster, Thorndike, Prentice Hall, Spectrum, Colliers, Scott Forceman, etc. have been sold by Viacom to a British concern. The reference section that included the LAWCHEK® product was sold to Hicks Muse of Dallas, which deals principally in hard bound copy. Since LAWCHEK® is delivered through electronic media, it was decided that LAWCHEK® would align itself with another strategic partner; this has been done with the blessing of Macmillan Publishing.

    In late 1997, LAWCHEK® entered the law office market through the delivery of a very robust array of legal products; the delivery of these products is via the Internet.  Presently, LAWCHEK® owns twelve separate URL'S, eight of which relate exclusively to law. Included within the products presently owned by LAWCHEK® are the following: www.lawchek.com, www.lawchek.net, www.lawsonline.com, www.lawsonline.net, www.legalconference.com, www.legalconference.net, www.enlightentech.net, www.medicalonline.com, www.onlineinsurance.com, www.houselist.com, www.homecheck.com.

PRODUCT DELIVERY

    The LAWCHEK® product line was developed and coaxed into its present state and format in late 1996 and has been embellished throughout 1997 and 1998. The principal system of delivery for the products is via the Internet through URL'S that directly relate to law. The URL's are noted in the foregoing section.

    It is the purpose of LAWCHEK® to deliver products to the entire legal community including the Federal Judiciary, State Judiciary, Federal Administrative Agencies, State Administrative Agencies, Alternative Dispute Resolution Groups, Law Firms of all sizes, Expert Witnesses, Court Reporters, Private Investigators, Public Libraries and the general public. Although there are a variety of legal sites on the Internet, LAWCHEK® is the only legal website that delivers products to all of the foregoing members of the legal community or users of legal services.

INTERNET SIGNIFICANCE

    Presently, there are approximately 100.5 million world Internet users. In the United States alone about twenty-one percent of the U.S. (21.3 million families) are on the Internet. With a combined look at both business and home use, there are roughly thirty million PCs that access the Internet on a daily basis in the United States. It is projected that the users of the Internet will double every four months from here on into the future. It is anticipated that by the year 2000 there will be five hundred and fifty million households using the Internet throughout the world.

    It is also expected that Internet business will grow from its present level by roughly forty times within the next couple of years. Eighty-five percent of the individuals surveyed, who have Internet access, indicated that they access the Internet daily. In 1997, over $8 billion was transacted on the Internet. It is expected that by the year 2003 over $327 billion will be transacted through the Internet.

    LAWCHEK® is presently in approximately one thousand seven hundred and forty-three library systems and services roughly twenty million library patrons. With a database of twenty-nine thousand, it is apparent that LAWCHEK® is just beginning to penetrate this vast market of libraries. The reason the library market penetration has not been more significant to date is simply due to the fact that many of the libraries are just now coming 'up to speed" from a technological standpoint. LAWCHEK® has found that many of the libraries have chosen to skip the CD-ROM delivery for the more advanced delivery of the LAWCHEK® product via the Internet.

    In regard to the legal community, a recent survey has indicated that approximately six hundred thousand attorneys access the Internet for research. Of those six hundred thousand, only thirty-one thousand have an Internet presence of some form; this creates a tremendous market opportunity for LAWCHEK® and LAWCHEK® is aggressively pursuing that market. LAWCHEK® has just recently chosen to develop an in-house sales force and it is expected that within one years time the sales force will  number 40 to 64 account representatives.

     In addition to providing a listing for law firms, LAWCHEK® provides homepage design, URL hosting, individual attorney profile design, an array of Academy memberships and free e-mail to attorneys who join the electronic Academy of Law, which is owned by LAWCHEK®. For. these advanced services, the law firms pay various types of fees to LAWCHEK®.

PRODUCT SUMMARY

LAWCHEK® CD:

    The LAWCHEK® CD is a tutorial that was designed in late 1994 and early 1995 as a result of research development dating back to 1990. The CD is upgraded periodically throughout the course of the year and is presently used as a tutorial in public libraries, law firms and now is expected to be in the retail markets before the end of 1999. The LAWCHEK® CD contains twelve disciplines of law with a possible expansion to thirty. There are over twelve thousand five hundred state specific forms contained within the CD and approximately twenty-six thousand various state specific documents. The CD also contains various glossaries, question and answer formats and forms. Federal and State directories are also provided where the respective office holder, address, phone number and e-mail addresses are listed. The LAWCHEK® CD also contains LetterPro, which consists of one hundred and thirty-three pre-drafted letter templates in twelve different subject areas. The LAWCHEK® CD automatically links to LAWCHEK® and LAWS ONLINE ^TM directly to the Internet (providing the individual user has a browser).

LAWCHEK® ONLINE (www.lawchek.com):

     LAWCHEK® online includes all of the features contained within the LAWCHEK® as noted-above plus law firm lists, law firm websites, hyperlinks to various legal sites including State Codes, State Cases, Federal Code and Federal Cases as well as links to LAWS ONLINE ^TM (www.lawsonline.com).

LAWS ONLINE ^TM:

    LAWS ONLINE ^TM automatically links to LAWCHEK® as well as Federal and State Statutes, Federal and State Cases, Federal and State Rules, legal research links, law schools, law reviews, a link to the electronic Academy of Law^TM plus a vast array of other useful legal hotlinks that are used by the legal community on a daily basis.

e ACADEMY OF LAW^TM:

    The electronic Academy of Law^TM (eAL) contains various law firm directories, law firm homepages, lawyer profiles, expert witnesses, court reporters, private investigators, TM links to LAWCHEK® and LAWS ONLINE^TM , the full array of products contained within LAWCHEK® and LAWS ONLINE^TM, free e-mail for the attorneys, hosting of URL's for attorneys, a human resources product, special product discounts on various items including but not limited to computers, teleconferencing (available spring of 1999) and videoconferencing (available spring of 1999).

EXECUTIVE SUMMARY

PRESIDENT;

    Co-founder of the LAWCHEK® system, Richard Pundt has served as President of the company since its inception in December of 1994. Since the late fall of 1997, he has served in the capacity as Chief Executive Officer as well. (A new Chief Executive Officer will be named within the next several months and it is anticipated that the individual will be brought on board from the telecommunications industry). Richard has practiced law in Cedar Rapids, Iowa since 1971 and during that period of time served as an Assistant Prosecuting Attorney for 4 1/2 years as well as Chief of the Trial Division for 2 '/2 of those years. He has been engaged in the private practice of law and until December 1994 supervised an eight person law firm. His principle practice involves corporate work, contracts and civil litigation that is done principally by referral from various law firms throughout the Midwest. He has been involved in multi-million dollar cases that included multi-district and complex litigation, as well as, a wide variety of other jury trials in the states of Minnesota, Iowa, Illinois, Nebraska, Colorado and Wisconsin. In regard to LAWCHEK®, he has supervised the various authors of the templates, Q & A, forms, glossaries, etc. located at the various legal Internet sites and the CD produced by LAWCHEK®. Along with the company's Treasurer, Charles Weepie, he has been instrumental in the restructuring of the company over the past 15 months.

VICE PRESIDENT:

    Vincent Pundt, graduated December 1999 from William Mitchell Law School, was a co-designer of the LAWCHEK®/electronic Academy of Law^TM system and was principally responsible for the programming done on the initial CD and the early stages of the Internet. Vincent is involved on a daily basis with the technical aspects of the corporation and just recently moved from St. Paul, Minnesota area.  He is involved with the direct supervision of the various LAWCHEK®/ electronic Academy of Law^TM sites and the daily changes produced and provided to the sites by the technical department. Vincent Administers all web pages and customer contacts for content.

MARKETING TEAM:

Presently, LAWCHEK® is functioning without a specific marketing team. The past marketing director is no longer with the company; in his place a committee of Vincent Pundt, Charles Weepie,and Richard Pundt serve to direct the marketing approach presently in existence. However, a marketing team has been identified, and will come into existence within the next couple months.