LOAN AGREEMENT
                                 --------------

         AGREEMENT ("Loan  Agreement") by and among Augment Systems,  Inc., with
an address at 2 Robbins Road, Westford,  Massachusetts  01886-4113  (hereinafter
referred  to as  "Borrower"),  and the  persons  set  forth on  Exhibit A hereto
(hereinafter referred to as the "Lenders");

         WHEREAS,  Borrower has requested that the Lenders provide a bridge loan
(the "Loan") to Borrower in the sum of $1,500,000 for a 12-month period pursuant
to an  offering as  described  in that  certain  Subscription  Agreement  by and
between each Lender and the Borrower, dated even date herewith; and

         WHEREAS,  Lenders are willing to lend Borrower said sum under the terms
and conditions of this Loan Agreement;

         NOW, THEREFORE, the parties agree as follows:

         1.   TERMS.

               (a) Upon the  execution  of this Loan  Agreement  and the related
exhibits,  Lenders  shall lend  Borrower  by wire  transfer  or check the sum of
$1,500,000 to be repaid with interest at the rate of 8% per annum by Borrower at
the earlier of September __, 1999 or (i) any sale, pledge, assignment,  transfer
or  disposition  of any assets of  Borrower  outside of the  ordinary  course of
business,  (ii) any merger or  consolidation  of Borrower with any other entity,
other than if  Borrower is the  surviving  entity of such merger or a "change of
control" of Borrower (which shall mean the acquisition by any person,  entity or
group of control of  Borrower),  or (iii)  proceeds of at least  $4,000,000  are
received by Borrower from the sale or issuance of any debt or equity  securities
by Borrower. Borrower shall execute and deliver to each Lender a Promissory Note
("Promissory Note"), substantially in the form of Exhibit B hereto.

               (b) Borrower will issue warrants to each Lender  substantially in
the form of Exhibit C hereto (the "Warrants"). Each Warrant shall be exercisable
for the number of shares of common stock,  $.01 par value per share, of Borrower
equal to 50% of the  original  principal  amount such  Lender  loans to Borrower
pursuant to this Loan  Agreement (an aggregate of 750,000  shares for $1,500,000
Loan), as such number may be adjusted pursuant to the terms of the Warrants. The
Warrants  shall be  exercisable at the price of $0.40 per share and shall expire
five (5) years  from the date of  issuance.  The  Warrants  shall be  subject to
"weighted average" anti-dilution protection.

         2. COLLATERAL.  As collateral for the Loan, Borrower shall grant to the
Lenders  concurrently  herewith a first lien upon and a security interest in all
assets of  Borrower,  pursuant to a Security  Agreement in the form of Exhibit D
hereto (the "Security  Agreement"),  and shall keep and maintain such collateral
free and clear of all liens and encumbrances,  except as set forth on Schedule 2
hereto.




<PAGE>



         3. REPRESENTATIONS. To induce Lenders to make the Loan, Borrower hereby
makes the following representations in connection with this Loan Agreement:

               (a)  Corporate   Existence  and  Qualification.   Borrower  is  a
corporation  duly organized and validly  existing under the laws of the State of
Delaware and has the requisite power and authority to own, lease and operate its
assets and  properties  and to carry on its  business  as now  conducted  and as
proposed to be  conducted.  Borrower is  qualified or licensed to do business in
each jurisdiction in which the properties owned, leased or operated by it or the
nature of the business  conducted by it makes such  qualifications  or licensing
necessary,  except  where the failure to be so  qualified  will not,  when taken
together  with all other such  failures,  have  material  adverse  effect on the
business of Borrower.

             (b) Authority; Approvals; Non-Contravention.

                 (i) Borrower has full  corporate  power and  authority  and has
taken all  corporate  action  necessary to enter into this Loan  Agreement,  the
Promissory  Note,  Warrant,  and  Security  Agreement  (collectively,  the "Loan
Documents")  to  which  it  is  a  party  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The Loan  Documents will be, duly and validly
executed and  delivered by the Borrower  and each Loan  Document  constitutes  a
valid and  binding  agreement  of  Borrower,  enforceable  against  Borrower  in
accordance with its respective terms,  except insofar as  enforceability  may be
limited  by  general  equitable   principles  and  to  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws of general application affecting the
rights and remedies of creditors.

                 (ii) No  consent,  approval,  order  or  authorization  of,  or
registration,  declaration or filing with any governmental authority is required
to be obtained or made by or with  respect to  Borrower in  connection  with the
execution and delivery of the Loan  Documents by Borrower or the  performance by
Borrower of the transactions contemplated thereby, except for those obtained.

                 (iii) The execution and delivery of this Loan Agreement and any
of the other Loan  Documents  by  Borrower  does not,  and the  consummation  by
Borrower of the transactions  contemplated hereby and thereby, will not, and the
performance of Borrower of the transactions contemplated hereby and thereby will
not  violate,  conflict  with or  result  in a breach  of any  provision  of, or
constitute  default (a result in any event that, with notice or lapse of time or
both,  would  constitute a default)  under,  or result in the termination of, or
accelerate the  performance  required by, or result in a right of termination or
acceleration under any terms, conditions or provisions of (i) the Certificate of
Incorporation,  as amended to date,  or by-laws of Borrower,  (ii) any judgment,
decree order or award of any governmental  authority applicable to Borrower,  or
any law, rule or regulation  applicable to Borrower or any note, bond, mortgage,
indenture,  deed, trust, permit,  lease,  agreement or other instrument to which
Borrower  is now a  party  or by  which  Borrower  or any  of  their  respective
properties or assets may be bound or subject.

                 (iv)  Title to  Properties;  Encumbrances.  Borrower  has good,
valid  and  marketable  title to all of its  respective  properties  and  assets
(personal,  tangible  and



                                       2

<PAGE>


intangible);  in each case free and clear of all  encumbrances,  liens,  claims,
charges or other restrictions of whatever kind or character, except as set forth
on Schedule 3(b) hereto,  which  excepted  liens will be released and terminated
upon the closing of the minimum  Loans  unless  otherwise  indicated on Schedule
3(b).

         4. LEGAL OPINION. In connection with the Loan, Borrower's counsel shall
issue an  opinion  letter  in form  reasonably  satisfactory  to Adolf  Komorsky
Hoffman & Associates,  Ltd.  concerning the  authorization  of Borrower to enter
into the Loan Documents,  and the enforceability of the Loan Documents, and such
other matters as may reasonably be requested.

         5. EXPENSES. The parties shall be responsible for their own expenses in
connection with the preparation and execution of this Loan Agreement.

         6. PRO-RATA  PAYMENTS.  All payments on the  Promissory  Notes shall be
applied  pro rata  among the  Lenders  based  upon the  principal  amount of the
Promissory Notes held by such Lender compared to the aggregate  principal amount
of all of the Promissory  Notes issued pursuant to this Loan  Agreement.  If any
payment  shall be  received  by any Lender in excess of such  Lender's  pro rata
share,  such payment shall be held in trust for the benefit of the other Lenders
and  shall  promptly  be paid  over  and  delivered  to the  other  Lenders  for
application to the payment of the other Promissory Notes.

         7.  WAIVER,  AUTHORIZATION  OR AMENDMENT  OF TERMS.  Lenders  holding a
majority  interest of the principal  amount of the  Promissory  Notes may waive,
alter or amend the terms of the Promissory Notes; however,  neither the interest
rate nor the  maturity  of any  Promissory  Notes  may be  changed  without  the
affirmative consent of the holder of such Promissory Note.

         8. EVENTS OF DEFAULT.  The  following  shall be deemed to be "Events of
Default" under the Loan Documents:

            (a) Borrower's  material  breach of any of the terms,  covenants and
conditions of this Loan Agreement or any material misrepresentation or breach of
warranty under this Loan Agreement;

            (b)  Borrower's   material  breach  of  any  terms,   covenants  and
conditions,  or material  misrepresentations in the Promissory Notes or Security
Agreement;

            (c) Borrower  fails to pay  principal or interest on any  Promissory
Note within five (5) days after the date when due;

            (d) Borrower ceases doing business;

            (e)  termination  of the  employment of Borrower's  Chief  Executive
Officer;

            (f)  Borrower  shall  default  under any material  contract,  or any
litigation or proceeding,  except as set forth on Schedule 8(f) hereto, shall be
instituted  against  Borrower,  which  default,  litigation or proceeding  could
reasonably be expected to have a material adverse effect on Borrower.


                                       3

<PAGE>


               (g)  Borrower  (i)  makes  an  assignment   for  the  benefit  of
creditors; (ii) files a voluntary petition in bankruptcy; (iii) fails to pay its
debts as they become due;  (iv) admits in writing its inability to pay its debts
as they become due;  (v)is  adjudicated a bankrupt or an insolvent;  (vi)files a
petition  seeking  for  itself  any  reorganization,  arrangement,  composition,
readjustment,  liquidation, dissolution or similar arrangement under any present
or future statute, law or regulation,  or files an answer admitting the material
allegations of a petition filed against it in any such  proceeding;  (vii) takes
any action looking to its dissolution or liquidation; (viii) an order for relief
is entered under the bankruptcy code against  Borrower  seeking  reorganization,
arrangement, readjustment,  liquidation, dissolution or similar relief under any
present or future statute, law or regulation, and such proceeding shall not have
been dismissed within ninety (90) days; or (ix) if within thirty (30) days after
the  appointment  without  Borrower's  consent or  acquiescence  of any trustee,
custodian, receiver or liquidator of it or of all or any substantial part of its
assets and properties, such appointment shall be not vacated.

         9.  NOTICE OF  PRESENTMENT.  Borrower  (i)  waives  diligence,  demand,
presentment,  protest  and notice of any kind,  (ii)  agrees that it will not be
necessary for any Lender to first  institute suit in order to enforce payment of
any  Promissory  Note  and  (iii)  consents  to any  one or more  extensions  or
postponements  of  time  of  payment,  release,  surrender  or  substitution  of
collateral  security,  or  forbearance  or other  indulgence,  without notice or
consent.  Upon any Event of  Default,  Lenders  shall have the right but not the
obligation to set off against the Promissory  Notes all money owed by Lenders to
Borrower.

         10.  NO  MITIGATION.  Lenders  shall not be  required  to resort to any
collateral  for  payment,  but may  proceed  against  Borrower in such order and
manner as Lenders may choose.

         11. NOTICES. Any notices that are required or permitted under this Loan
Agreement  may be sent to Borrower  at the address set forth in the  preamble to
this Loan  Agreement and to the Lenders at the addresses set forth on Exhibit A,
with a copy to Adolph  Komorsky  Hoffman & Associates,  Ltd., 245 Saw Mill River
Road,  Hawthorne,  New York 10532,  by either  Certified  Mail,  Return  Receipt
Requested,  or by overnight  courier.  In the event that it is sent by Certified
Mail,  Return Receipt  Requested,  the notice shall be deemed to have been given
three (3) days  after  same has been sent and in the event  that the  notice has
been sent by overnight  courier,  the notice shall be deemed to be given one (1)
day after it has been sent. Each party hereto is deemed to have an obligation to
advise the other of its current address.

         12.  GOVERNING LAW. This Loan Agreement and the Promissory  Notes shall
be governed by and  construed  in  accordance  with the laws of the State of New
York,  without regard to conflicts of laws  provisions and shall be binding upon
the  successors  and assigns of Borrower and inure to the benefit of Lenders and
its successors,  endorsees and assigns.  Borrower hereby irrevocably consents to
the non-exclusive jurisdiction of the Supreme Court of the State of New York and
of the United States  District  Courts in the State of New York for all purposes
in connection  with any action or proceeding  arising out of or relating to this
Loan,  and further  consents that any process or notice in  connection  with any
proceeding  hereunder  may be served (i) inside or outside the State of New York
by Registered or Certified Mail, Return Receipt Requested, and service of notice
so served  shall be deemed  complete  three (3) days  after same shall have been
posted, or (ii) such other manner as permissible under the rules of said Courts.
Within twenty (20) days after such mailing, Borrower shall appear to answer such
process or


                                       4

<PAGE>


notice of motion or other  application  to said Courts,  failing which  Borrower
shall be deemed in default  and  judgment  may be  entered  by  Lenders  against
Borrower for the amount of the claim and other relief requested therein.

         13. NO WAIVER. Failure by Lenders to insist upon the strict performance
by  Borrower  of any terms  and  provisions  herein  shall not be deemed to be a
waiver of any terms and  provisions  herein,  and Lenders shall retain the right
thereafter  to insist upon  strict  performance  by the  Borrower of any and all
terms and provisions of this Loan or any document securing the repayment of this
Loan.

         14.  REMEDIES.  In the event of a breach of this  Loan  Agreement,  the
Promissory  Notes or the Security  Agreement,  the Lenders  shall be entitled to
immediately demand full payment of the Loan and shall be entitled to interest at
the default rate provided  under the  Promissory  Notes and shall be entitled to
foreclose  on the Security  Agreement.  All such rights are  cumulative  and not
exclusive of any other rights,  powers and remedies that Lenders might otherwise
have.  Lenders  may  exercise  these  rights  simultaneously,  alternatively  or
successively,  and said rights shall be in addition to all other rights that are
available to Lenders in law or in equity. Borrower shall also be responsible for
all of Lenders' costs and expenses,  including,  but not limited to,  reasonable
legal  fees in  connection  with the  enforcement  of this Loan  Agreement,  the
Promissory Notes, and the Security Agreement.

         15. MISCELLANEOUS.

            (a) In the event  that any  portion  of this Loan  Agreement  can be
construed  in two ways,  one of which  would  render the Loan  Agreement  or any
portion  thereof  illegal  and  unenforceable  and the other one of which  would
render the Loan  Agreement or any portion  thereof valid and  enforceable,  such
provisions shall have the meaning that render them valid and enforceable.  It is
the desire and intent of the parties that this Loan Agreement be enforceable. It
is the desire and intent of the parties that this Loan  Agreement be enforced to
the  fullest  extent  permitted  by law.  In the event any  portion of this Loan
Agreement is deemed invalid or unenforceable  under New York law but valid under
the laws of the state in which Borrower's business is conducted,  the provisions
shall  be  governed  by the law of such  state.  In the  event  that  any  court
determines  any portion of this Loan  Agreement  is  unenforceable,  the parties
agree that such portion of this Loan  Agreement  shall be amended only in such a
manner so that the provision shall be enforceable by the parties with the intent
that it be enforceable to the fullest extent  possible under the laws and public
policy  in the  state in which  the  enforcement  is  sought.  Furthermore,  the
provisions of this Loan  Agreement are several,  and any  completely  invalid or
unenforceable  portion of any provisions of this Loan Agreement shall be deleted
and partially valid, and enforceable  provisions of this Loan Agreement shall be
enforced to the fullest extent possible.

            (b) The failure of any party to insist in any one or more  instances
upon a strict  performance  or  observation  of any of the terms,  provisions or
covenants of the Loan  Documents or to exercise  any rights  therein  contained,
shall not be construed or deemed to be a waiver or relinquishment for the future
of any such term, provision,  covenant or right, but the same shall continue and
remain in full force and effect.


                                       5

<PAGE>

            (c) At the option of each Lender, the principal and interest due and
payable under any Promissory  Note held by such Lender may be converted into the
form of equity  securities  issued by  Borrower  in the first  equity  financing
subsequent to the date hereof of at least  $4,000,000  that is completed  within
twelve  (12)  months  of the date of this  Loan  Agreement,  upon the  terms and
conditions  of any such  financing,  at the  time of  closing  for  that  equity
financing.  Borrower  shall  give each  Lender at least  twenty  (20) days prior
written notice of the closing of such financing.

            (d) This  Loan  Agreement  shall be  binding  upon and  inure to the
benefit of the parties hereto and to their heirs,  devises,  legatees,  personal
representatives, successors and assigns.

            (e)  This  Loan  Agreement,   the  other  Loan  Documents,  and  the
Subscription Agreement contain the entire understanding among the parties hereto
in connection with the subject matter hereof and thereof,  there being no terms,
promises, covenants, agreements, conditions, warranties or representations other
than those herein and therein  contained,  and no  amendments  thereto  shall be
valid unless made in writing and signed by all parties hereto.

            (f) Each party  hereto  agrees to perform  any  further  acts and to
execute and deliver any documents that may be reasonably  necessary to carry out
the provisions of this Loan Agreement.

            (g) This Loan  Agreement  may be executed  simultaneously  in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.



                  [Remainder of Page Intentionally Left Blank]



                                       6

<PAGE>



         IN WITNESS  WHEREOF,  the undersigned have executed this Loan Agreement
         as of this _____ day of September, 1998.


                                     LENDER:


                                     ___________________________________________
                                     Print Name


                                     ___________________________________________
                                     Signature



                                     AUGMENT SYSTEMS, INC.



                                     By:________________________________________



<PAGE>



                                   Schedule 2
                                   ----------
                               Liens on Collateral
                               -------------------


1.       MTDC and Ira Abbott

2.       $150,000  deposited  into  escrow  by  Borrower  as of  June  1998,  in
         connection with the  negotiation of a settlement of a litigation  filed
         against  Borrower by its former Chief  Executive  Officer and President
         seeking, among other things, severance and other payments claimed to be
         owed to him. The escrow is intended to secure any amounts that Borrower
         may  be  obligated  to pay  its  former  Chief  Executive  Officer  and
         President  as a  result  of the  final  resolution  of the  litigation,
         whether through settlement or trial.

3.       See equipment liens identified on Schedule 3(b).



<PAGE>




                                  SCHEDULE 3(B)

                         EXISTING INDEBTEDNESS AND LIENS



INDEBTEDNESS

1.     $750,000 loan from Fleet National Bank; and

2.     $20,743 first priority interest of indebtedness from MTDC and Ira Abbott.


LIENS

1.     Liens of Fleet National Bank (to be released at the Closing of the Loan);

2.     Lien of MTDC and Ira Abbott;

3.     $150,000 deposited into escrow by Borrower as of June 1998, in connection
       with the  negotiation  of a  settlement  of a  litigation  filed  against
       Borrower by its former Chief  Executive  Officer and  President  seeking,
       among other things,  severance and other  payments  claimed to be owed to
       him.  The escrow is intended to secure any amounts  that  Borrower may be
       obligated to pay its former Chief  Executive  Officer and  President as a
       result  of the  final  resolution  of  the  litigation,  whether  through
       settlement or trial.

4. The following equipment liens:

          a.      DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Peoples Heritage Leasing Corp.
                  DATE FILED:       May 3, 1996
                  FILE NO.:         386975
                  COLLATERAL:       Computer Equipment

          b       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Continental Resources, Inc.
                  DATE FILED:       July 15, 1996
                  FILE NO.:         403549
                  COLLATERAL:       Computer Equipment




<PAGE>


         c.       DEBTOR:  Augment Systems
                  SECURED PARTY:    Continental Resources
                  DATE FILED:       July 30, 1996
                  FILE NO.:         407158
                  COLLATERAL:       Computer Memory

         d.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Fleet National Bank
                  DATE FILED:       October 14, 1997
                  FILE NO.:         503351
                  COLLATERAL:       Computer Equipment

         e.       DEBTOR:  Augment Systems
                  SECURED PARTY:    Continental Resources
                  DATE FILED:       September 5, 1996
                  FILE NO.:         414531
                  COLLATERAL:       Computer Equipment

         f.       DEBTOR:  Augment Systems
                  SECURED PARTY:    Continental Resources
                  DATE FILED:       March 18, 1997
                  FILE NO.:         455158
                  COLLATERAL:       Computer Equipment

         g.       DEBTOR:  Augment Systems
                  SECURED PARTY:    Continental Resources
                  DATE FILED:       October 27, 1997
                  FILE NO.:         506465
                  COLLATERAL:       Computer Equipment

         h.       DEBTOR:  Augment Systems Incorporated
                  SECURED PARTY:    Orix Credit Alliance, Inc.
                  DATE FILED:       June 28, 1996
                  FILE NO.:         400172
                  COLLATERAL:       Computer Equipment

         i.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Leasing Technologies International, Inc.
                  DATE FILED:       October 14, 1997
                  FILE NO.:         503344
                  COLLATERAL:       Computer Equipment


                                       1

<PAGE>


         j.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Leasing Technologies International, Inc.
                  DATE FILED:       April 8, 1998
                  FILE NO.:         541333
                  COLLATERAL:       Computer Equipment

         k.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Peoples Heritage Leasing Corp.
                  DATE FILED:       May 2, 1995
                  FILE NO.:         96-111
                  COLLATERAL:       Computer Equipment

         l.       DEBTOR:  Augment Systems Incorporated
                  SECURED PARTY:    Orix Credit Alliance, Inc.
                  DATE FILED:       July 1, 1996
                  FILE NO.:         96-176
                  COLLATERAL:       Computer Equipment

         m.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Leasing Technologies International, Inc.
                  DATE FILED:       October 15, 1997
                  FILE NO.:         97-372
                  COLLATERAL:       Computer Equipment

         n.       DEBTOR:  Augment Systems, Inc.
                  SECURED PARTY:    Leasing Technologies International, Inc.
                  DATE FILED:       April 9, 1998
                  FILE NO.:         98-109
                  COLLATERAL:       Computer Equipment







                                       2


<PAGE>


                                  Schedule 8(f)
                                  -------------
                                   Litigations
                                   -----------

1.       $150,000  deposited  into  escrow  by  Borrower  as of  June  1998,  in
         connection with the  negotiation of a settlement of a litigation  filed
         against  Borrower by its former Chief  Executive  Officer and President
         seeking, among other things, severance and other payments claimed to be
         owed to him. The plaintiff's  complaint seeks damages of  approximately
         $250,000  in  severance,   unpaid  vacation  of  approximately  $7,200,
         continuation of health and life insurance benefits,  treble damages for
         any loss of wages or other  benefits,  and such other  relief as may be
         appropriate and just. The escrow is intended to secure any amounts that
         Borrower may be obligated to pay its former Chief Executive Officer and
         President  as a  result  of the  final  resolution  of the  litigation,
         whether through settlement or trial.

2.       The Company has received a letter from a printing  vendor claiming that
         the Company owes the vendor approximately $50,000 for printing services
         rendered.  The Company's position is that it has provided consideration
         to the vendor for the printing  services in the form of  equipment  and
         software,  in  accordance  with an  understanding  between  the parties
         established in November  1996.  The Company is currently  negotiating a
         settlement  of the matter.  No formal claim has been filed in any court
         with respect to this matter.




<PAGE>



                                                                      Exhibit A

                                     LENDERS
<TABLE>
<CAPTION>

                LENDER                                                ADDRESS
                ------                                                -------
    <S>                                         <C>
         Watumull Group, Ltd.                       12221 Monarch Street, Garden Grove, CA 92841

       Sunrise Foundation Trust                            135 E. 57th St., NY, NY 10022

         Joseph T. Nathan, IRA                   C/o NCM Capital Inc., 712 Fifth Ave., NY, NY 10019

              George Rohr                         1530 Palisade Ave., Apt. 4-6, Ft. Lee, NJ 07024

     Den Lor Development Co., Ltd.                 130 Woodside Ave., Briarcliff Manor, NY 10510

         Anthony DePinto, Jr.                                  169 Park, NY, NY 10314

              Louise Pepe                                2 Floral Rd., Bronxville, NY 10708

    Frederick and Patricia Williams                   12 Simsbury Drive, Cheektowaga, NY 14225

            Michael Fisher                          147 Norman Road, New Rochelle, NY 10804-3111

             Louis Mendel                         1924 D Dauphin Island Parkway, Mobile, AL 36605

              David Kahn                          345 W. Fullerton Pkwy., #2707, Chicago, IL 60611

            Jack Casagrande                        3720 NE 31st Ave., Lighthouse Point, FL 33064

         Wear #1 Button Corp.                            36 Bedford Ave., Merrick, NY 11566

              Janet Todd                                25 East End Ave., NY, NY 10028-7052

              Louis Gage                        500 Highpoint Drive, #212, Hartsdale, NY 10530-1120

             Heidi Herzog                            515 E. 79th Street, #7E, NY, NY 10021-0782

  Valerie Granbacher and Edwin Pupke                159-03 83rd St., Howard Beach, NY 11404-2934

          Frederick Panciroli                          24 Wenmore Rd., Commack, NY 11725-1638

            Stanley Berman                            18 Laurel Lane, Chappaqua, NY 10514-3803

            Carl Casagrande                                P.O. Box 1702, Dania, FL 33004

            Richard Hammer                      15 Spruce Knotts Road, Putnam Valley, NY 10579-2038

           Shirley Heiligman                           116 E. 66th Street, NY, NY 10021-6504

             Sol Heiligman                             116 E. 66th Street, NY, NY 10021-6504

          Beverly Annunziata                        24 Chesley Road, White Plains, NY 10605-4512
</TABLE>


<PAGE>
<TABLE>
     <S>                                     <C>

            Arthur Benjamin                      3875 Prairie Dunes Drive, Sarasota, FL 34238-2817

             Leslie Cutler                                 344 W.72nd Street, NY,NY 10023

       Lionel R. and Maria Bento                     3 Mansfield Lane, Hartsdale, NY 10530-1312

       Anthony and Adele Godino                          25 Middle Ave., Summitt, NJ 07901

       Charles and Martha Varney                         18 Grove Street, Saugus, MA 01906

            Wallace Collins                           26-39 98th Street, E. Elmhurst, NY 11369

            John Germinano                         129 W. 81st Street, Apt. 9, NY, NY 10026-7207

            Joseph Abraham                        16 Forestview Ct., Valley Cottage, NY 10989-1434

         Roy and Maria Powell                            105 Rt. 210, Stony Point, NY 10980

             Kenneth Kelly                             3 Ardsley Terrace, Irvington, NY 10533

           Florence Ferrara                          4619 Bird View Court, Las Vegas, NV 89129

             George Rusch                               870 Dow Road, Birdgewater, NJ 08807

  Redman Family Counselors, Inc. PFT                    20688 4th Street, Saratoga, CA 90076


      Steven and Maxine Juvelier                          304 E. 20th Street, NY, NY 10003

             Paul Kandell                                 417 E. 57th Street, NY, NY 10022

          Giant Trading Inc.                 c/o Suite 1, Provident House, Haviland St., St. Peter Port
                                                              Guerney, Channel Islands

 Cass & Co. - Magnum Opportunity Fund      Windmere House, 404 East Bay Street, P.O. Box 55 6238, Nassau,
                                                                      Bahamas

 Cass & Co. - Magnum Turbo Growth Fund     Windmere House, 404 East Bay Street, P.O. Box 55 6238, Nassau,
                                                                      Bahamas

    Cass & Co. - Magnum Tech. Fund         Windmere House, 404 East Bay Street, P.O. Box 55 6238, Nassau,
                                                                      Bahamas

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