EXHBIT 4.8



                                       RDC

                                  INTERNATIONAL



[GRAPHIC OMITTED]




(C)2000 RDC International Inc.


<PAGE>



                                                               Offering Circular


                             RDC INTERNATIONAL, INC.
                                  Common Stock

                          $5,000,000 (5,000,000 Shares)

                 Minimum Subscription of $25,000 (25,000 Shares)



RDC  International,  Inc.  (the  "Company",  "RDCI")  is  offering  for  sale to
"Accredited Investors" as that term is defined in Rule 501 promulgated under the
Securities  Act of 1933,  as amended,  (the "Act"),  5,000,000  shares of Common
Stock, no par value, at a price of $1.00 per share.

Investors   purchasing  100,000  to  300,000  shares  will  be  issued  warrants
redeemable for an equivalent of 25% of the amount of shares purchased hereunder.
Investors  purchasing  in  excess of  300,000  shares  shall be issued  warrants
redeemable  for  the  equivalent  of 50%  of  the  amount  of  shares  purchased
hereunder.  Warrants  shall carry an exercise price of $1.50 each and shall have
an exercise period of three years from the date of registration.  Warrants shall
be registered at the close of the offering.

THIS  OFFERING  INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE  PURCHASED  ONLY BY
PERSONS WHO CAN AFFORD THE RISK OF LOSS TO THEIR INVESTMENT. (SEE RISK FACTORS).

The shares have not been  registered  under the Act and may not be resold unless
they are so registered or an exemption from the registration requirements of the
Act is available.

The shares are being offered on a "best  efforts"  basis  directly by RDCI.  The
funds will be turned over to the Company  immediately  upon  acceptance  of each
subscription. All sales must be completed by December 31, 2000.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION (THE  "COMMISSION")  NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY  OR ADEQUACY  OF THIS  OFFERING  CIRCULAR.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.


               Price to Investors*      Proceeds to RDCI*
Per Share              $1.00            $1.00
Total             $5,000,000            $5,000,000
-------------  -------------            ---------------------



              Date of this Offering Circular is September 31, 2000

* excluding warrants


(C)2000 RDC International Inc.


<PAGE>



AN INVESTMENT IN THE SECURITIES  OFFERED  HEREBY IS  SPECULATIVE  AND INVOLVES A
HIGH DEGREE OF RISK. THE SECURITIES  OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD TO SUSTAIN A COMPLETE LOSS OF THEIR INVESTMENT. INVESTORS
WILL BE REQUIRED TO REPRESENT  THAT THEY ARE FAMILIAR  WITH AND  UNDERSTAND  THE
TERMS OF THIS  OFFERING  AND THAT THEY HAVE SUCH  KNOWLEDGE  AND  EXPERIENCE  IN
FINANCIAL AND BUSINESS  MATTERS THAT THEY ARE CAPABLE OF  EVALUATING  THE MERITS
AND RISKS OF THIS  INVESTMENT.  PROSPECTIVE  INVESTORS  ARE NOT TO CONSTRUE  THE
CONTENTS OF THIS  CONFIDENTIAL  OFFERING  MEMORANDUM (THIS  "MEMORANDUM") OR ANY
OTHER INFORMATION FURNISHED BY RDC INTERNATIONAL,  INC. AS LEGAL, FINANCIAL, TAX
OR OTHER ADVICE.

THIS IS NOT A PUBLIC  OFFERING.  THE  SECURITIES  OFFERED  HEREBY  HAVE NOT BEEN
REGISTERED  WITH OR APPROVED BY THE  SECURITIES  AND EXCHANGE  COMMISSION OR ANY
SECURITIES  REGULATORY AUTHORITY OF ANY JURISDICTION,  NOR HAS THE COMMISSION OR
ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS  MEMORANDUM IS  CONFIDENTIAL  AND IS SUBMITTED FOR USE SOLELY IN CONNECTION
WITH THE  CONSIDERATION  OF THE PURCHASE OF THE  SECURITIES  OFFERED HEREBY IN A
PRIVATE  PLACEMENT.  ITS  USE  FOR  ANY  OTHER  PURPOSE  IS  NOT  AUTHORIZED.  A
PROSPECTIVE  INVESTOR'S  ADVISORS IN EVALUATING THE INVESTMENT MAY NOT REPRODUCE
IT IN WHOLE OR IN PART EXCEPT FOR DELIVERY AND USE.  ANY OTHER  REPRODUCTION  OR
DISTRIBUTION OF THE OFFERING  MATERIALS IN WHOLE OR IN PART, OR OTHER DIVULGENCE
OF ANY OF THEIR CONTENTS,  WITHOUT PRIOR WRITTEN  CONSENT OF RDC  INTERNATIONAL,
INC., IS PROHIBITED.  ANY PERSON ACTING  CONTRARY TO THE FOREGOING  RESTRICTIONS
MAY PLACE HIMSELF AND RDC  INTERNATIONAL,  INC. IN VIOLATION OF FEDERAL OR STATE
SECURITIES LAWS. THE OFFEREE,  BY ACCEPTING DELIVERY OF THE OFFERING  MATERIALS,
AGREES TO RETURN THE OFFERING MATERIALS UPON REQUEST


(C)2000 RDC International Inc.


<PAGE>



IF THE OFFEREE DOES NOT SUBSCRIBE FOR THE SECURITIES OFFERED HEREBY.

THE  INFORMATION  CONTAINED  IN THIS  OFFERING  MEMORANDUM  WAS  PROVIDED BY RDC
INTERNATIONAL, INC.

PRIOR TO THE PURCHASE OF THESE  SECURITIES,  EACH PROSPECTIVE  PURCHASER WILL BE
GIVEN THE  OPPORTUNITY  TO ASK QUESTIONS AND TO RECEIVE  ANSWERS  CONCERNING THE
TERMS AND CONDITIONS OF THIS OFFERING.  EACH PURCHASER MAY OBTAIN ANY ADDITIONAL
INFORMATION  WHICH RDC  INTERNATIONAL,  INC.  POSSESSES  OR CAN ACQUIRE  WITHOUT
UNREASONABLE EFFORT OR EXPENSE,  THAT MAY BE NECESSARY TO VERIFY THE ACCURACY OF
THE INFORMATION  CONTAINED IN THIS MEMORANDUM,  WITH OR WITHOUT REFERENCE TO ITS
PATENTS,  COPYRIGHTS,  TRADEMARKS OR TRADENAMES, IN WHICH THERE MAY BE A MEASURE
OF CONFIDENTIALITY  CRITICAL TO RDC INTERNATIONAL'S RIGHTS OR EXISTENCE, OR THAT
OF THE  INVENTOR'S  RIGHTS,  WHICH MAY BE  CONFIDENTIAL,  AND  EXCLUSIVE  NATURE
THEREOF.

ALL INQUIRIES  SHALL BE DIRECTED TO RDCI'S CHIEF FINANCIAL  OFFICER,  ANTHONY A.
CELLA OR THE COMPANY'S OTHER OFFICERS,  AUTHORIZED REPRESENTATIVES,  INFORMATION
OFFICER OR  CONSULTANTS,  AT THE ADDRESS OF RDC  INTERNATIONAL,  INC., 1819 MAIN
STREET, SUITE 600, SARASOTA, FLORIDA 34236 (941) 365-9955.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
RDC INTERNATIONAL, INC. AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED.  THE SECURITIES  HEREBY OFFERED HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


(C)2000 RDC International Inc.


<PAGE>



THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS,  PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD BE AWARE THAT THEY WOULD BE  REQUIRED  TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SHARES  OFFERED  BY RDC  INTERNATIONAL,  INC.  ARE  SUBJECT  TO  WITHDRAWAL,
CANCELLATION  OR MODIFICATION  OF THE OFFER,  WITHOUT NOTICE.  RDCI RESERVES THE
RIGHT TO REJECT AN ORDER,  IN WHOLE OR IN PART,  FOR THE  PURCHASE OF ANY OF THE
SHARES OFFERED.

NO DEALER,  SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS
OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN
THIS  OFFERING   CIRCULAR,   AND,  IF  GIVEN  OR  MADE,   SUCH   INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY RDC
INTERNATIONAL,  INC.  THIS  OFFERING  CIRCULAR  DOES NOT  CONSTITUTE AN OFFER OR
SOLICITATION  BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR  SOLICITATION IS NOT
QUALIFIED  TO DO SO, OR TO ANY PERSON TO WHOM IT IS  UNLAWFUL TO MAKE SUCH OFFER
OR  SOLICITATION.  NEITHER THE DELIVERY OF THIS OFFERING  CIRCULAR NOR ANY SALES
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF RDC  INTERNATIONAL,  INC. SINCE THE DATE OF
THIS OFFERING CIRCULAR.

RDC  INTERNATIONAL,  INC.  WILL PROVIDE ITS  SHAREHOLDERS  WITH AN ANNUAL REPORT
CONTAINING FINANCIAL  INFORMATION THAT HAS BEEN EXAMINED AND REPORTED UPON, WITH
AN OPINION EXPRESSED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.




(C)2000 RDC International Inc.


<PAGE>



TABLE OF CONTENTS

RDC INTERNATIONAL, INC.                                                       b



   OFFERING CIRCULAR SUMMARY..................................................2
                                                                              -

   AGREEMENT OF MERGER........................................................2
                                                                              -

   RDC INTERNATIONAL, INC.....................................................2
                                                                              -

   THE OFFERING...............................................................3
                                                                              -

   RISK FACTORS...............................................................4
                                                                              -

   USE OF PROCEEDS............................................................5
                                                                              -

   CAPITALIZATION.............................................................5
                                                                              -

   GOVERNMENT REGULATION......................................................6
                                                                              -

   LEGAL PROCEEDINGS..........................................................6
                                                                              -

   MANAGEMENT.................................................................6
                                                                              -

   BOARD OF DIRECTORS.........................................................7
                                                                              -

   COMMITTEES OF THE BOARD OF DIRECTORS.......................................8
                                                                              -

   DIRECTOR COMPENSATION......................................................8
                                                                              -

   DESCRIPTION OF SECURITIES..................................................8
                                                                              -

   REPORTS TO SHAREHOLDERS....................................................9
                                                                              -

   INDUSTRY OVERVIEW..........................................................9
                                                                              -
RETRIEVAL DYNAMICS CORPORATION                                               11
                                                                             --


   OUR COMPANY...............................................................11
                                                                             --

   MISSION...................................................................11
                                                                             --

   OBJECTIVES................................................................11
                                                                             --

   BUSINESS OVERVIEW.........................................................12
                                                                             --

   PRODUCTS..................................................................12
                                                                             --
     QxprintTM...............................................................13
                                                                             --

     DocLYNX7(TM)............................................................17
                                                                             --


   MARKET OPPORTUNITY........................................................22
                                                                             --

   COMPETITION...............................................................23
                                                                             --

(C)2000 RDC International Inc.                                                i

<PAGE>




   MARKETING.................................................................24
                                                                             --

   Keys to meeting our strategic marketing objectives include the following:.24
                                                                             --

   STRATEGIC ALLIANCES.......................................................26
                                                                             --

   MARKETING RESEARCH........................................................26
                                                                             --

   RETRIEVAL MANAGEMENT......................................................27
                                                                             --

   OPERATIONS................................................................27
                                                                             --

   INTELLECTUAL PROPERTY RIGHTS..............................................28
                                                                             --
RDC INTERNATIONAL, INC.                                                      29
                                                                             --


   SUBSCRIPTION PROCEDURES...................................................29
                                                                             --

   INVESTOR SUITABILITY STANDARDS............................................30
                                                                             --

   PLAN OF DISTRIBUTION......................................................30
                                                                             --

   ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PROSPECTIVE INVESTORS........31
                                                                             --

   RESTRICTION ON TRANSFERABILITY; REGISTRATION RIGHTS.......................31
                                                                             --

   FORWARD-LOOKING FINANCIAL INFORMATION.....................................32
                                                                             --










<PAGE>



OFFERING CIRCULAR SUMMARY

The following  summary is qualified in its entirety by reference to the detailed
information appearing elsewhere.  Some information in this Offering Circular may
contain forward-looking  statements.  You can identify these statements by their
forward  looking  terminology  such as, "may," "will,"  "expect,"  "anticipate,"
"continue," or other similar words.  Forward-looking  statements  discuss future
expectations,   contain  projections  of  results  of  operations  or  financial
condition  or  state  other  "forward-looking"   information.  When  considering
forward-looking  statements in this Offering Circular, each investor should keep
in mind that these  statements  are  unaudited and have not been reviewed by the
Corporation's   Independent  Certified  Public  Accountant.  In  addition,  each
investor  should  consider the "Risk  Factors"  section and other  factors noted
throughout   this  Offering   Circular  before  making  any  investment  in  the
Corporation.


AGREEMENT OF MERGER
On  June  5,  2000,  Retrieval  Dynamics  Corporation,  (hereby  referred  to as
"Retrieval") a Florida  Corporation,  and Lautrec,  Inc.,  ("Lautrec") a Florida
Corporation, entered into a merger agreement, whereby Lautrec, Inc. acquired all
of the outstanding common stock of Retrieval Dynamics Corporation.

Lautrec was  organized  on September  18,  1995,  under the laws of the State of
Florida,  having a stated purpose of engaging in lawful activities.  To the date
of merger, Lautrec, Inc. has not entered into any activities.

Retrieval was organized on September 10, 1999, under the laws of Florida, having
the stated purpose to engage in the  development of information and data systems
for the wireless communication industry.

Lautrec  has filed an  application  to the NASD for the  Company's  shares to be
quoted on the OTC Bulletin  Board.  The  application to the NASD was made during
the Commission  comment period for Form 10-SB. The Company's  application to the
NASD consisted of current corporate information,  financial statements and other
documents required by Rule 15c211 of the Securities and Exchange Act of 1934, as
amended.  Inclusion on the OTC Bulletin  Board permits price  quotations for the
Company's  shares to be published by such  service.  The Company is not aware of
any existing trading market for its common stock. The Company's common stock has
never traded in the public market.

Immediately  following the completion of the merger,  Lautrec, Inc. notified the
NASD and requested a company name change and corresponding  stock symbol change.
The Company  requested the new name to be RDC  International,  Inc. ("RDCI") and
stock symbol RDCX.

Subsequent to the completion of the merger agreement,  Retrieval is now a wholly
owned subsidiary of RDC  International,  Inc. As of July 14, 2000, RDCI's 8K was
filed and accepted by the SEC and the Edgar database.

RDC INTERNATIONAL, INC.

RDC  International,  Inc., (the "Company",  "RDCI") a Florida  corporation,  and
Retrieval Dynamics  Corporation,  ("Retrieval") a wholly owned subsidiary,  have
their principal offices located at 1819 Main St., Suite 600,  Sarasota,  Florida
34236.

RISK FACTORS
An investment in the shares offered involves a high degree of risk and should be
made only by persons who can afford the loss of their  entire  investment.  (See
"Risk Factors").



(C)2000 RDC International Inc.                                                2

<PAGE>


THE OFFERING

Each  prospective  investor is urged to read this  Memorandum  in its  entirety.
Investment in the Shares involves a high degree of risk. See "Risk Factors."

Securities  Offered:  5,000,000  shares*  ("Shares") of Common Stock,  par value
                      $.0001 ("Common Stock").


Minimum Offering:       $ 5,000,000


Common Stock Outstanding:   Before Offering:  (approx.) 9,520,000 shares
                            After Current Offering: 13,000,000 shares (approx.)


Minimum Subscription:  $ 25,000 (25,000  Shares*),  unless  RDCI,  at  its  sole
                       discretion, permits subscriptions for less.


Best Efforts Offering: The Shares are being offered on a "best efforts" basis by
RDCI. The minimum amount is 5,000,000  Shares.  Purchasers of the Shares must be
"accredited  investors,"  as defined in Rule 501 of  Regulation D under the Act.
Proceeds  will  be  turned  over  to  RDCI   immediately   upon   acceptance  of
subscriptions. There will not be any escrow of subscription funds.


Investor  Suitability:  Subscribers  will be  required  to  submit  a  completed
Confidential  Offeree  Questionnaire,  in the form included in the  Subscription
Booklet  appended to this  Memorandum  (the  "Questionnaire"),  in order for the
Company to determine  whether investor  suitability  requirements are satisfied.
See "Terms of the Offering - Investor Suitability Standards."


Subscription  Agreement:  Purchases  of  Shares  must  be  made  pursuant  to  a
Subscription Agreement in the form included in the Subscription Booklet appended
to this  Memorandum  (the  "Subscription  Agreement")  containing,  among  other
provisions,  representations and warranties by RDCI, investment  representations
by  the  subscriber,   restrictions  on   transferability  of  the  Shares,  the
registration rights referred to below, and indemnification  relating to breaches
of representations and warranties and to such registration rights.


Risk Factors: In addition to the other information contained in this Memorandum,
prospective  purchasers of the Shares in this Offering should carefully consider
the discussion of "Risk Factors" contained in this Memorandum.


Use of Proceeds: Establish industry partnerships for services, software research
and development and working capital.





* excluding warrants




(C)2000 RDC International Inc.                                                3


<PAGE>




RISK FACTORS

THE SHARES  OFFERED ARE HIGHLY  SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK, AND
SHOULD  BE  PURCHASED  ONLY BY  PERSONS  WHO CAN  AFFORD  TO LOSE  THEIR  ENTIRE
INVESTMENT.  PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER  THE HIGH  RISK
ASSOCIATED WITH THIS OFFERING.

Each offeree of the shares of common stock  offered  should,  prior to purchase,
carefully  consider the  following  risk factors,  as well as other  information
contained herein:

Extremely Limited Operating History.  RDCI only recently  commenced  operations.
Accordingly,  an  investment in the shares is highly  speculative  and is only a
suitable investment for an investor who recognizes the high risks involved,  and
has no need for liquidity in the investment. RDCI business must be considered in
light of the risks, expenses and problems frequently encountered by companies in
their startup and early stage of development,  particularly companies in new and
rapidly evolving  markets such as wireless  communications.  Specifically,  such
risks  include  the  failure  of RDCI to  anticipate  and adapt to a  developing
market,  the  rejection of RDCI  services  and  products by wireless  consumers,
development of equal or superior  services or products by  competitors,  and the
inability to identify,  attract, retain and motivate qualified personnel.  There
can be no assurance  that RDCI will be  successful  in  addressing  these risks.
There can be no assurance  that RDCI can generate  revenue  growth,  or that any
revenue  growth that is achieved can be sustained.  Revenue growth that RDCI may
achieve  may not be  indicative  of  future  operating  results.  RDCI  plans to
increase its  operating  expenses in order to increase  its sales and  marketing
efforts,  fund greater levels of product  development,  increase its staff,  and
increase  its  general  and  administrative  costs to  support  the  anticipated
enlarged  organization.  To the extent that increases in such operating expenses
precede or are not subsequently  followed by increased  revenues,  RDCI business
results of  operation  and  financial  condition  will be  materially  adversely
affected.

Limited Financial  Resources.  The net proceeds of the offering,  if the maximum
amount is sold,  are  anticipated  to be expended by RDCI in the next 10 months.
However,  RDCI may need to seek  additional  funds at that time  through  equity
financing,  which may result in dilution to the then existing  shareholders,  or
through bank or other borrowings.  There can be no assurance that any additional
funds, if needed, will be available on terms acceptable to RDCI.

Technological Change;  Dependence on New Services; Risk of Delays. The market in
which the Company  competes is  characterized  by rapidly  changing  technology,
evolving  industry  standards,  frequent new service and product  announcements,
introductions  and enhancements,  and changing  customer  demands.  These market
characteristics  are  exacerbated  by the  emerging  nature  of the  Web and the
apparent need by companies  from a multitude of  industries  to offer  Web-based
products and services.  Accordingly,  RDCI's  future  success will depend on its
ability  to adapt to rapidly  changing  technologies,  its  ability to adapt its
services to evolving industry standards;  and its ability to continually improve
the  performance,  features and  reliability  of its network in response to both
evolving  demands  of  the  marketplace  and  competitive  service  and  product
offerings. The failure of RDCI to adapt to such changes and evolution would have
a  materially  adverse  affect  on RDCI  business,  results  of  operations  and
financial condition.

No Dividends.  RDCI has never paid a cash dividend on its common stock, and does
not intend to pay cash dividends in the foreseeable future. It currently intends
to retain substantially all future earnings for use in its business.

Control by  Management  and  Discretion  in the Use of Proceeds.  All of the net
proceeds of this offering will be used for the purposes  discussed in the Use of
Proceeds  section as well as for general working capital purposes to be expended
in the sole discretion of the Board of Directors.

Lack of Market for Shares.  There is presently no public  market for RDCI common
shares, and none is likely to develop unless RDCI completes a public offering of
its shares. There can be no assurance that the shares offered could be resold.

(C)2000 RDC International Inc.                                                4

<PAGE>



Determination  of Offering  Price.  The offering  price per share was determined
arbitrarily by RDCI and is not based on net worth, earnings or other established
investment  criteria of value.  Accordingly,  there can be no assurance that the
shares offered could be resold at the offering price, if at all.

Market  Acceptance.  RDCI's  ability to  successfully  market its products  will
depend upon its acceptance by Internet customers. There can be no assurance that
RDCI will be able to achieve commercial  acceptance of its wireless  application
software.

Restricted Securities.  Any securities sold by RDCI will be sold pursuant to the
exemptions claimed under the Securities Act of 1933 and certain state securities
laws. Purchasers of the shares do not have any right to require the registration
of the shares under the 1933 Act.  The shares may not be resold  unless they are
subsequently  registered  under the 1933 Act or exemption from  registration  is
available.  The shares will bear a legend  specifying such restrictions and will
be restricted as to transfer.  As a result, the purchaser must bear the economic
risk of the investment in shares for an indefinite period of time.


USE OF PROCEEDS
The  net  proceeds  to  RDCI  from  the  sale  of the  shares  offered  will  be
approximately  $5,000,000  if the Offering is raised.  The proceeds will be used
for product development and working capital.  Until funds are needed they may be
invested in short-term  obligations  and money market  funds.  The funds will be
used as follows:




Operating Partnership Development     $ 1,500,000
 Product Research & Development       $ 2,500,000
         Working Capital              $ 1,000,000
                                      -----------
              Total                   $ 5,000,000



CAPITALIZATION
The following  table sets forth the estimated  Pro-Forma  capitalization  of RDC
International,  Inc. and its  consolidated  wholly owned  subsidiary,  Retrieval
Dynamics  Corporation,  at May 30,  2000,  and is adjusted to give effect to the
sale of the maximum number of the shares offered.




                         Consolidated           Pro-Forma
                        Estimated (1)         Adjusted (1)
                        -------------         ------------
Stockholder's Equity    $ (332,324)           $ 4,667,672*
Total Capitalization    $ (332,324)           $ 4,667,672*


     (1)  Financial  information  presented  above is UNAUDITED and has not been
          reviewed by our Independent Certified Public Accountants.

* excluding warrants


(C)2000 RDC International Inc.                                                5

<PAGE>




GOVERNMENT REGULATION
Currently,  we are not subject to any direct laws or  regulation  by the Federal
Communications  Commission  or any other  governmental  agency (other than those
which  govern  general  business  practices).  In the future,  our  services and
products, or those of our wireless service provider,  may become more regulated,
thus affecting the cost of doing business and our profitability.


LEGAL PROCEEDINGS
         We are  not  currently  subject  to  any  material  legal  proceedings.
However, we may from time to time become party to various proceedings arising in
the ordinary course of business.


MANAGEMENT
The executive  officers of RDC International  Inc., with a brief description are
as follows:


Name                   Age      Position
-------                ---      --------------------
Peter Voghel            36      Chief Executive Officer/Chairman of Board
Anthony A. Cella        55      Chief Financial Officer/Board member
John Harkola            48      Vice President of Marketing/Board Member
Clifford Tager          42      Corporate Secretary/Board Member

Peter M.  Voghel is Chairman of the Board of  Directors  and CEO of RDCI.  While
attending  Broward  College he was  recruited by Motorola to become  involved in
their  engineering  group.  He  has  been  involved  in  electronic  information
management since the mid-1980s,  and founded two successful  companies  involved
with document  imaging and  management  services.  In 1987,  he formed  Advanced
Information Management in Jacksonville, Florida, where he drove revenues to over
$5 million annually. He sold his interest in this company and began a successful
consulting  practice  assisting  in the  start  up and  management  of  over  20
companies.  Additionally,  he has advised  private  and  publicly  traded  firms
regarding business, strategy and product development and deployment.

Anthony A. Cella,  C.P.A.,  is Chief Financial Officer and a member of the Board
of Directors. He is a graduate of St. John's University in New York and received
his masters  degree in finance  from NYU. His  background  is in SEC filings and
financing start-up  operations.  Prior to joining the company, he was CFO with a
technology-based  operation.  Mr. Cella started his career with Ernst & Young, a
New York-based  public accounting firm, and moved into private industry in 1970,
with USV  Pharmaceutical  Corporation  and  Ametek,  Inc.

John  Harkola  is Vice  President  of  Marketing  and a member  of the  Board of
Directors. His 30-year career in executive management and marketing for a client
base that included such firms as Kodak,  Bausch & Lomb, Xerox and IBM is steeped
in technology  applications.  He has won  international  and national awards and
industry    honors.    Mr.   Harkola   was   previously   the   executive   vice
president/director  of a marketing/media  production company based in Rochester,
New York and Dallas,  Texas, and of a marketing  communications firm in Lincoln,
Nebraska.

Clifford Tager is the Intellectual Property Counsel,  Corporate Secretary, and a
member of the Board of Directors. Mr. Tager established his private law practice
in 1991.  He  specializes  in all aspects of  intellectual  property law matters
including patents, trademarks,  copyrights, trade secrets, trade dress, computer
software,  licensing and  litigation.  Mr. Tager received a Juris Doctorate from
The George Washington University, National Law Center.

(C)2000 RDC International Inc.                                                6

<PAGE>




BOARD OF DIRECTORS

On June  20,  2000,  after  the  completion  of the  agreement  of  merger,  the
shareholders  of the  new  consolidated  corporation,  RDC  International  Inc.,
elected and installed a new Board of Directors.  Those  individuals  elected and
installed  were:  Messrs.  Voghel,  Cella,  Tager and  Harkola,  all of whom are
officers of RDCI.  In addition,  the  shareholders  also  elected and  installed
Messrs.  Reiter,  Vossler and Bengtson,  who previously held Directors positions
with Retrieval Dynamics Corporation.

Alan A. Reiter is president of the pioneering  consulting firm Wireless Internet
& Mobile  Computing.  Mr.  Reiter  has been  analyzing  the  convergence  of the
wireless  communications and computing  industries since 1978. His firm analyzes
such areas as smart wireless devices, wireless e-commerce,  wireless information
services,  wireless portals,  wireless access to corporate  databases,  wireless
security and wireless  advertising.  Clients range from  multinationals to small
startups  and  have  included/include:  BellSouth,  Ericsson,  Motorola,  Nokia,
Proxicom and the Wireless Data Forum.  Previously,  Mr. Reiter  established  the
world's first wireless computing newsletter and was instrumental in establishing
the world's first  cellular  magazine.  He also  established  the first cellular
conference,  the first wireless data  conference  and helped  develop  Telocator
Network  of  America   (now   called  the   Personal   Communications   Industry
Association).  Mr.  Reiter  has a  B.A.  in  English  and  Writing,  a  M.S.  in
broadcasting,  and has  completed  additional  graduate  courses  in  electrical
engineering for telecommunications, and science, technology and foreign affairs.

Bradley J. Vossler,  Chief Development Officer for Retrieval Dynamics and member
of the Board of Directors,  has been at the  forefront of computer  applications
technology   for  the  past  10  years.   He  has  extensive   experience   with
Internet-related  technologies  and  specializes  in  using  both  emerging  and
established  technology to satisfy  business needs. His unique blend of business
and computer  education from the University of  Nebraska-Lincoln  and experience
allows him to envision and build  practical  applications  for today's  business
world.  Mr. Vossler has worked with  businesses of every size from  single-owner
consulting companies to multi-national information technology corporations.  His
background  includes  the use of several  programming  platforms;  Internet  and
Intranet networking planning,  installation and configuration;  and SQL database
management and configuration.

Rob  Bengtson  has  over  eight  years  of  professional   Internet  development
experience.  He is well versed in Internet  protocols and the  hardware/software
necessary  to setup new  Internet  sites.  Along with his  Internet  development
experience,  Mr. Bengtson is experienced with Visual Basic, Microsoft SQL server
and various other platforms and programming  languages.  He received his B.S. in
computer  science and engineering  from the University of  Nebraska-Lincoln.  He
worked for a national  magazine  publisher and has been integral in the creation
and subsequent development of their Internet publishing initiatives. In 1997, he
and  a  partner  founded  Cepter   Enterprises,   a  computer   consulting  firm
specializing  in database  publishing  on the  Internet.  Mr.  Bengtson  will be
advising the company on its backend web development strategies.

We plan to expand our board to include  representatives  of hardware  providers,
real estate agents and brokers, attorneys, and other mobile professionals.

Our executive  officers will be appointed by and serve at the  discretion of our
Board of Directors.  We expect that our non-employee  directors will devote such
time to our affairs as is  necessary  to discharge  their  duties.  There are no
family  relationships  among any of our executive  officers,  directors,  or key
employees.


(C)2000 RDC International Inc.                                                7

<PAGE>




COMMITTEES OF THE BOARD OF DIRECTORS

The compensation committee:

     o    Determines  the  compensation  of  senior  executive  officers  (chief
          executive officer and president,  chief operating  officer,  and chief
          financial  officer),  subject, as the Board so directs, to the Board's
          further ratification of the compensation;
     o    Determines  the  compensation  for other  officers or  delegates  such
          determination to the chief executive officer;
     o    Grants  options,  stock,  or other  equity  interests  under our stock
          option or other equity-based incentive plans; and
     o    Administers  those plans and, where such plans  specify,  our employee
          benefit plans.


The audit committee:

     o    Makes  recommendations  to the  Board  concerning  the  engagement  of
          independent accountants;
     o    Reviews  with the  independent  accountants  plans and  results of the
          audit engagement;
     o    Approves   professional   services   provided   by   the   independent
          accountants;
     o    Considers the range of audit and non-audit fees;
     o    Verifies that  auditors,  internal and external,  are  independent  of
          management and are objective in their findings;
     o    Reviews annual CPA audit and  recommendations of internal controls and
          related management response;
     o    Reviews the audit reports with management and the auditor;
     o    Oversees  the internal  audit  function;  and o Monitors  management's
          efforts to correct deficiencies in any audit examination.


DIRECTOR COMPENSATION

Except for  reimbursement  for reasonable travel expenses relating to attendance
at Board meetings and discretionary grants of stock options,  directors will not
be compensated for their services as directors.


DESCRIPTION OF SECURITIES

RDC International, Inc. has authorized 20,000,000 shares of common stock, $.0001
par value, and 3,000,000 shares of preferred stock, no par value. Each holder of
common  stock  has  one  vote  per  share  on  all  matters  voted  upon  by the
shareholders.  Voting is non-cumulative  so that shareholders  holding more than
50% of the  outstanding  shares of common stock are able to elect all members of
the Board of  Directors.  There  are no  preemptive  rights  or other  rights of
subscription.

Each share of common  stock is entitled to  participate  equally in dividends as
and when  declared by the Board of Directors  of RDC  International,  Inc.  from
funds  legally  available,  and  is  entitled  to  participate  equally  in  the
distribution of assets in the event of liquidation.  All shares, when issued and
fully paid, are  non-assessable  and are not subject to redemption or conversion
and have no conversion rights.

The preferred  shares have no voting rights.  To date, no preferred  shares have
been issued.

The offering  price of the shares has been  arbitrarily  determined by RDCI. The
offering  price bears no  relationship  to assets,  earnings,  book value or any
other commonly used criteria for valuation.



(C)2000 RDC International Inc.                                                8

<PAGE>




REPORTS TO SHAREHOLDERS

RDC  International,  Inc.  will provide its  shareholders  with an annual report
containing audited financial statements.


INDUSTRY OVERVIEW

Data  communications  is the  fastest  growing  segment  of  the  communications
industry. The Internet, in particular, has emerged as one of the fastest growing
communications media in history and is dramatically  changing how businesses and
individuals  communicate and share  information.  International Data Corporation
(IDC)  estimates that the number of Internet users  worldwide will grow from 196
million in 1998 to 502 million by 2002.  Forrester Research,  Inc. projects that
the total market for Internet  access and hosting will grow from $3.7 billion in
1998 to approximately $56.6 billion by 2003.

Traditionally,  small and medium sized businesses have relied on low speed lines
for data transport. Data communications, particularly through the Internet, have
made it possible for smaller  companies to compete more  effectively with larger
competitors.  Most companies,  particularly  small and medium sized  businesses,
lack the  expertise,  capital or  personnel  required to install,  maintain  and
monitor  their  own  web  infrastructures.  With  the  convergence  of  wireless
communications  and Internet  services,  more businesses each quarter are opting
for wireless technology to meet their data and communication needs.

In recent years,  the  proliferation  of wireless  communications  solutions has
extended the reach and  connectivity of mobile  professionals.  For example,  in
voice  communications,  cellular  telephones  have enabled mobile users to place
phone calls from  virtually any location.  Similarly,  advances in wireless data
communication,  including  wireless local area networks  (LANs) have enabled the
extension  of  enterprise  networks to the notebook  computers  and the handheld
information  communication  devices of mobile  users.  The  projected  growth of
wireless data communication systems,  driven by increasing  connectivity options
for mobile users, will result in increased accuracy,  timeliness and convenience
of information access, thereby reducing costs and improving productivity.

Approximately  48 million U.S.  workers have jobs that require them to be mobile
much of the time.  These  workers  cannot  afford to be out of touch if they are
expected  to  compete   successfully  in  the  Information   Age.  These  mobile
professionals   need  tools  that   provide  them  with   real-time   access  to
mission-critical information at all times.


(C)2000 RDC International Inc.                                                9

<PAGE>








                        RETRIEVAL DYNAMICS CORPORATION (A
               WHOLLY OWNED SUBSIDIARY OF RDC INTERNATIONAL, INC.)




OUR COMPANY

Retrieval Dynamics Corporation,  ("Retrieval"), a wholly owned subsidiary of RDC
International,  Inc.,  provides  wireless  server based  information  management
services for professionals.  Its temporary offices are located at 1819 Main St.,
Suite  600,  Sarasota,  FL 34236 and its  telephone  number  is (941)  365-9955.
Retrieval  maintains  a  web  site  at  www.retrievaldynamics.com.   Information
contained on our web site does not constitute a part of this prospectus.


MISSION

Retrieval Dynamics Corporation conceives and develops industry-specific wireless
software and service solutions for mobile professionals.  Retrieval is first and
foremost  an  eWASP(TM),  a term that  describes  our core  offerings  and is an
acronym for "electronic  wireless  application  service  provider." As a service
provider we focus on developing and offering wireless application services.


OBJECTIVES

Retrieval is a growing  company.  Our  objective is to be the niche  provider of
eWASP(TM) technology and information  management tools by using our expertise in
application development. We will develop Qxprint(TM) as the ultimate back office
tool that will let clients send documents from any wireless  device in real-time
through print, fax, or e-mail. DocLYNX7(TM) will provide the mobile professional
a data  application  and  information  tool,  bundled with  vertically  specific
functionality  offering a complete wireless  solutions for their business needs.
We seek to maximize our  recurring  revenue  stream  initially by extending  our
eWASP(TM) services to a variety of professional vertical markets. Our objectives
for our software applications include the following key elements:


     o    sell our products in many vertical markets, as the market for wireless
          technologies is developing;
     o    successfully launch  Qxprint(TM)as a horizontal  wireless  application
          marketed to any mobile sales professional;
     o    pursue  marketing  opportunities  which  allow  Retrieval  Dynamics to
          develop  the  market  presence  needed to support  sales  goals and to
          attract developers of new products and services;
     o    maintain and strengthen our strategic relationships with suppliers and
          customers;
     o    focus on  providing  a quality  product,  in  addition  to support and
          development after the sale;
     o    utilize our expertise in  management to deliver  products and services
          in a timely manner, control costs, and manage budgets;
     o    pursue selective  partnerships to expand our capabilities products and
          services;
     o    build the infrastructure to support our future broadcasting services.


(C)2000 RDC International Inc.                                               11

<PAGE>




BUSINESS OVERVIEW

We  offer  a broad  range  of  skills  in  designing,  developing,  selling  and
supporting  our  software  and  service  solutions.  We are able to offer  these
capabilities  based on our  engineering  expertise in  developing  platforms and
applications providing support for these solutions, and partnering with industry
leaders to expand and enhance our current and future offerings.

Retrieval will form  co-marketing  and strategic  alliances and  partnerships to
build its brand,  offer an  international  presence,  and drive multiple revenue
streams.

We have all of the tools  necessary to provide our customers  with solutions for
their information  management needs. Our development and management team members
have  more  than 150  years  combined  experience  in the  information  and data
management  field.  Our team has a mandate  to  identify  new ways to assist the
mobile   professional  in  becoming  more   productive.   Our  initial  wireless
applications,  Qxprint(TM) and  DocLYNX7(TM)  will enable users to easily manage
vast amounts of  information in various  formats,  including  documents,  forms,
pictures,  streaming  video,  e-mail,  and fax.  Other  features  include  video
conferencing,  voice  recognition and a Personal  Information  Management  (PIM)
tool.  We will  offer our  customers  several  subscription  packages  that will
include  the  software,  print and fax on demand  features,  and a set number of
minutes of wireless Internet service per month.


PRODUCTS
Our  initial  offering  is  Qxprint(TM),  a back  office  tool  for  the  mobile
professional.  QxprintTM is best described as a thin client application that the
user can access with any wireless  data  device.  Through a  Partnership  with a
national leader in print-on-demand  technology,  Qxprint(TM) will offer a sample
document  library that can be selected,  viewed,  customized  and  cataloged for
users of Wireless Application  Protocol (WAP) cell phones,  Research in Motion's
(RIM) and Motorola's two-way pagers, Palm devices and any other wireless device.
The service  will be accessed  through  Retrieval's  web site.  The customer can
manage and upload documents that will be convertible to a secure read-only Adobe
PDF file which can be accessed via a wireless  device and sent via e- mail, fax,
or printed mail to the customer's selected contact.

Our other  wireless  application,  DocLYNX7(TM),  will enable users to warehouse
documents, forms, pictures, and streaming video; send e-mail and faxes; print on
demand; provide text to speech capabilities;  and retrieve the stored mediums to
their  laptop  or  hand-held  computer.  DocLYNX7(TM)  is  a  full-blown  client
application  that the user will install via CD-ROM or download on their desktop,
laptop, or handheld computer.

Currently,  this product works on a Windows NT/98 platform,  which is useable on
most laptops with a Cellular  Data Packet  Distribution  (CDPD) and normal wired
dial-up.  We plan  to  manage  information  by  spooling  information  from  the
DocLYNX7(TM) client to other handheld platforms such as Windows CE devices, cell
phone browsers such as Phone.com's  Unwired Planet,  and RIM two-way pagers.  We
will partner with middleware  providers such as Broadbeam and Air2Web to deliver
the content via WAP, Short Messaging System (SMS) phones, or any other medium.


(C)2000 RDC International Inc.                                                12

<PAGE>




QxprintTM

The Qxprint(TM)  engine was designed to allow wireless devices the capability to
direct  the  retrieval  of  data  to  a  fulfillment   center.   The  additional
functionality  of attaching  real-time  information  to the retrieved data opens
limitless  possibilities.  Wireless  devices connect via thin client software to
the Internet and our data transaction  application server. The real time data is
merged with the retrieved  data and the new  information is formatted and passed
on for  distribution.  An e-mailed  confirmation  message is bounced back to the
originator.  The  transaction is recorded and can be easily  accessed for review
and auditing.

The Qxprint(TM) engine is an enterprise  solution making possible variable order
entry and  fulfillment  on a wireless  platform.  Any  enterprise  with a mobile
professional  base can use the  Qxprint(TM)  solution  to more cost  effectively
facilitate any number of functions from remote ordering to back office services.

Qxprint(TM) will work on virtually any wireless  appliance  ranging from the RIM
two-way pagers,  WAP phones,  and assorted Personal Digital  Assistants  (PDAs).
Each wireless device will be presented with a unique custom interface consisting
of menu choices driven by our transaction servers.




[GRAPHIC OMITTED]











(C)2000 RDC International Inc.                                                13

<PAGE>



Qxprint.com

Through  Qxprint.com,  Retrieval  will be able to offer  the most  sophisticated
real-time  back office  solution to the mobile  professional.  Qxprint.com  will
allow the user to merge contacts to customer selected  documents.  With a simple
execute  command the  information  is sent to the  print-on-demand  facility for
fulfillment by postal,  e-mail or fax. A return e-mail  confirmation  receipt is
sent to the client.  The service will work on virtually  any wireless  appliance
ranging from the RIM two-way pagers,  WAP phones,  and assorted Personal Digital
Assistants (PDAs).


The most exciting  element of  Qxprint.com  is that the service is driven by our
customers.  Qxprint.com  will  allow  customers  to  upload  and  store  several
documents  which  they can  choose  to fax,  e-mail  or mail  hard copy to their
prospects  at any time from their  wireless  device.  The website will contain a
secured  customer  log in and account  management  section  which will allow the
customer to audit  their  transactions  and edit their  documents  and  contacts
online  Furthermore,  an Active X script will allow the  customers to export and
store their Outlook(R),  Lotus(R),  Act(R), or Goldmine(R)  contact lists to our
website for easy access  anywhere  and  anytime.  In the future  Retrieval  will
retail  wireless  devices and solutions  from the public section of the site. By
doing so, Retrieval can offer several complete packaged solutions.



[GRAPHIC OMMITTED]



(C)2000 RDC International Inc.                                                14


<PAGE>







[GRAPHIC OMMITTED]








The graphic above illustrates the information flow of Qxprint(TM). In Step 1, at
Qxprint.com,  documents  are  selected  from the user library or uploaded by the
client to their personal  library.  Contacts from their PIM can also be uploaded
for later use. Step 2, the client can assign a contact with a document using any
one of a number of wireless  devices and select a delivery  format.  Step 3, the
contact  information  is merged  with the  document  and sent as e-mail,  fax or
printed and mailed from the fulfillment center. Step 4, a confirmation e-mail is
sent to the client.



(C)2000 RDC International Inc.                                                15

<PAGE>



[GRAPHIC OMMITTED]


(C)2000 RDC International Inc.                                                16

<PAGE>

DocLYNX7(TM)
DocLYNX7(TM)  provides the mobile  professional with a wireless data application
and/or  information  tool that is  capable  of  interfacing  with a  variety  of
networks,  operating  systems and platforms,  thereby  minimizing the complexity
associated with wireless networks.

The  DocLYNX7(TM)  solution  is truly  cutting-edge.  For the first  time in the
history of mobile  computing,  a suite of  vertically  specific  (but  scalable)
services  is bundled in a client  application  with an  application  server that
provides wireless access to shared information. DocLYNX7(TM) translates years of
user knowledge and experience into practical  wireless  applications  customized
for the specialized needs of the market/industry. Additionally, the DocLYNX7(TM)
documentation  is easy to use,  having  been  written by writers  and  end-users
rather than software designers. DocLYNX7(TM) is explained in exceptionally clear
and understandable terms.

The key is our user-defined  interface.  We believe the mobile  professional has
never had such capabilities in an easy-to-use tool.

Many  products on the market  today can help  professionals  perform  their jobs
better. There are Personal Information Managers, schedulers, collaboration tools
and any number of other  applications  that could be of use, but few people have
the time and  patience to learn how to use them all.  Most people end up using a
fraction of what is available  and benefit from only a fraction of the functions
of those tools they do use.  What's more,  people  seldom learn their tools well
enough to use them together to help them most  efficiently  achieve their goals.
An  example  is shown in  Figure  1.  Notice  how  none of the  components  work
together,  and each system needs its own version of common  information.  In the
case  below,  file and  contact  management  functions  must be built  into each
component  separately,  which  means the user must  supply  the  information  in
different ways in different applications.

[GRAPHIC OMMITED]





Figure 1: Non-integrated systems operate inefficiently by not working together -
none of the pieces fit.


(C)2000 RDC International Inc.                                                17


<PAGE>



DocLYNX 7TM has solved this problem by providing  all the most useful tools in a
single,  simple,  integrated interface:  email,  calendar,  scheduling,  picture
capture and retrieval, forms processing, document warehousing, collaboration and
more - all from within the same interface and all just a click away. This allows
the user to learn one methodology for performing  several tasks, which increases
efficiency  and  effectiveness  and reduces  learning  time.  Each  component of
DocLYNX  7TM has been  built to work  with  every  other  component  to  provide
seamless sharing of information and  functionality  between all components - see
Figure 2.

Common  tasks  such as  sending a document  to a client or  associate,  faxing a
proposal or listing a new property have been automated by the use of intelligent
wizards.  These wizards step the user through each phase of the process to allow
them to  accomplish  their  goals as  easily as  possible.  The  integration  of
technologies is what makes DocLYNX 7TM unique in the technology marketplace.



[GRAPHIC OMMITTED]



Figure 2: All the pieces of  DocLYNX7(TM) fit together to provide a true working
solution for the user.

DocLYNX 7TM is a unique and efficient  blend of all the components  needed for a
mobile professional to compete in today's market. Each component has great value
in and of  itself,  but the  value of all the  components  together  in a single
package is much greater due to DocLYNX7(TM)'s integration.

DocLYNX 7TM uses accepted industry standard technology in all its functionality.
This allows it to interact with other systems now and in the future. The program
was designed and built from its inception to seamlessly  interface with wireless
technology - the technology of the future.

Our initial product is personalized for the real estate professional.  We intend
to develop similar applications for financial,  legal,  construction,  insurance
and other industries.



(C)2000 RDC International Inc.                                               18

<PAGE>



Features of DocLYNX7TM

Document Library. The document library allows the professional to scan documents
into the database from a national  business  support  company.  We are currently
seeking a strategic  relationship  with a national  organization  to provide not
only the  scanning  capabilities,  but also a large  number  of  print-on-demand
features and other business support  functions.  The documents  scanned into the
library are easy to search and retrieve based on keyword,  date, or subject. The
professional  queries the library by any number of terms; for example,  the real
estate professional could enter street address, closer, buyer, etc. The document
is displayed as a result of the search.  The  professional is then able to print
the  document  to  mail,  send  electronically,  or fax on  demand  for a  total
collaborative effort.

Forms.  DocLYNX7(TM)  will provide on demand all forms relevant to the industry.
All state and federal  certified forms will be available in the system. As such,
the professional will have the ability to recall these forms as needed and share
them much in the same way as those  completed forms which have been scanned into
the document  library.  The state and federal forms will be available for print,
fax, or e-mail as needed.

Pictures. DocLYNX7(TM) allows professionals to post still pictures and streaming
video to web sites via hand-held  picture books or through  wireless or wireline
communication  networks.   These  captured  images  may  be  shared  via  e-mail
immediately  upon  capture.  Additionally,  with the picture  book and  wireless
transmission,  the professional is able to retrieve pictures on demand and share
that information with their clients or co-workers in real time in the field.

E-mail  and  Faxing,  E-faxing.  As  has  been  alluded  to in  earlier  feature
descriptions, DocLYNX7(TM)provides for e-mail and faxing services at any time.

Video  Conferencing.  The video conferencing  features of DocLYNX7(TM) allow for
remote  mentoring with continued  education and training,  and interaction  with
other  DocLYNX7(TM)  users.  Often,  training is done at a remote  location with
little or no follow-up on technique and  application.  The video capture feature
of picture book equipment allows trainees to broadcast their client interactions
to a mentor for evaluation and improvement.  A professional  seeking advice on a
particular  issue is able to interact with other users in real time who may have
already experienced and overcome the issue.

Voice  Recognition.  Using  voice  recognition,  DocLYNX7(TM)  users are able to
reduce the time they  spend  transcribing  notes or  entering  information.  The
professional  is able to dictate the  information  directly  into the system for
immediate upload and possible printing.  Additionally,  voice recognition allows
the user to attach  audio  files to text or files  for  further  explanation  of
listing or features.



[GRAPHIC OMITTED]




(C)2000 RDC International Inc.                                                19


<PAGE>



Example

 - DocLYNX 7(TM) For the Real Estate Professional

[GRAPHIC OMITTED]


(C)2000 RDC International Inc.                                                20

<PAGE>


[GRAPHICS AND LOGO OMITTED


(C)2000 RDC International Inc.                                                21

<PAGE>


[GRAPHIC OMITTED]


SERVICES
The services we plan to offer or which are being developed include:

     *    Web server based image/information and information management
     *    Client  solutions that interface with video- enhanced mobile computers
          configured to our specifications.
     *    A  wireless  data  management   based  ISP  service   providing  image
          conversion (outsourced) and managed access
     *    Print on demand through cooperation with a nationally-recognized print
          fulfillment company


MARKET OPPORTUNITY
         The  beginning of a new  millennium  marks the  beginning of a wireless
revolution  so powerful  that not one but several new markets are being  defined
before our eyes.  Corporations,  driven by fear of "perfect  competition"  where
neither buyers nor sellers can affect prices, are looking to wireless technology
as a strategic weapon that gives them a competitive  advantage.  A recent report
from Cahners  In-Stat Group  estimates  that by the year 2002,  medium and large
firms will spend over $117 billion on wireless equipment and services, more than
double the $54 billion spent in 1998. ("A Wireless Revolution:  Medium and Large
Market Wireless Opportunities," Wireless Week, December '98)

         Furthermore,  the compound  annual  growth rate for wireless  data from
1996 through 2003 is projected to be 35 percent.  The market is expected to grow
to 10 times its current  value and reach close to $2.5 billion by the year 2002.
(Frost & Sullivan reports, "Mobile Data Services: How to Keep Your Customers and
Profits Moving" and "North  American  Wireless  Office  Markets,"  November '97)
Gartner Group also predicts a growing  industry.  "The  opportunity for wireless
data  communication in the United States is huge, with 25.3 million of the 112.1
million workforce having a mobile job requirement."
(European and North American Wireless Data Trends, February 2000)

         Business  Week,  June 5, 2000,  projects that soon wireless  users will
outnumber  wired ones,  with the U.S.  user base growing from 560,000 in 1999 to
73.1 million in 2003. Growth globally will also be dramatic, from 91,000 to 72.0
million users in Western  European  countries;  460,000 to 143.4 million in Asia
and the Pacific Rim; and 3.8 million to 40.9 million users in Japan. The article
also projects an increase from 5 million  wireless  Internet  subscribers  today
worldwide to 330 million in three years.

The  integration  of  wireless  networks  with the  Internet  combined  with the
convergence of "smart" mobile devices incorporating  newly-designed web browsers
and  operating  systems that will  accommodate  third- party  applications  will
drastically  change the way millions of people  around the world  conduct  their
businesses  and  utilize  their  leisure  time.  The  strongest  user demand for
wireless Internet services comes from three categories:  e-mail messaging, World
Wide Web browsing, and pull content (also known as Web clipping).  Of the three,
e-mail messaging is the most critical. Workers rely on e-mail and want access to
it all the time, even when they don't have access to a phone jack. Other popular
applications for the mobile professional  include document retrieval,  print and
fax on demand, voice recognition,  video conferencing,  and personal information
management.

Being  away from the  office is no  longer an excuse  for being  non-productive.
Vendors develop new portable computing devices at breakneck speed. Wireless data
allows  customer  service,  sales  executives  and other  members of the team to
perform where customer demands dictate and with minimal  restriction.  This will
be a key revenue  producer for companies  with 100 or more  employees,  and will
provide  a  wide  marketing   opportunity  for  wireless   equipment,   wireless
applications development and wireless services.

Today's wireless data transmission  rates of 9.6 Kbps and 14.4 Kbps are too slow
for most users when dealing with e-mail  attachments such as word processing and
spreadsheet documents. Nearly two-thirds of 500 respondents to a Cahners In-Stat
Group  survey  said  it was  very  important  or  extremely  important  to  view
attachments over wireless e-mail. (Wireless Week)


(C)2000 RDC International Inc.                                                22

<PAGE>



Slow speed isn't the only  barrier to user  satisfaction.  Many of the  portable
devices available today such as pagers and palmtop computers cannot  accommodate
viewing attachments due to a small screen size.

As with any emerging market,  companies are scrambling to offer their solutions.
Such  business  models that  currently  exist in the wireless  industry  include
wireless  Internet  service  providers  (WISP),   wireless  application  service
providers (WASP),  and wireless  applications  developers.  WISPs include Sprint
PCS, AT&T,  GoAmerica,  Palm, and Verizon (Bell Atlantic and  Vodaphone's  joint
venture  company).  WASPs  include  Aether  Systems,  Geoworks,  and  Retrieval.
Application Developers include Microsoft, Phone.com, Aether, and Retrieval.

As noted in a  recent  webzine  issue of Red  Herring  magazine,  "WASPs  enable
businesses  to adapt their  Internet  content and  enterprise  applications  for
wireless  devices.  WASPs can enable any  application.  Current  WASP  offerings
include  stock  trading,  consumer  banking,  news,  e-commerce  and  access  to
applications such as Microsoft Outlook or IBM Lotus Notes. Although varying WASP
business  models exist,  the generic  models consist of either hosted or on-site
applications."

(http://www.redherring.com/investor/2000/0407/inv-
vwireless040700.html)

Retrieval  Dynamics   Corporation  provides  a  total  solution  to  the  mobile
professional.  The company is positioning itself as a vertical centered Wireless
Application  Service  Provider.  Also,  the  company  will  continue  to develop
multi-platform applications to benefit mobile professionals.  Retrieval is ready
to enter this  marketplace  and become a leader in  providing a complete  mobile
solution  to the real  estate  professional  and  other  vertical  markets.  Our
potential  client has an income of over  $85,000  annually  and is either  self-
employed  or a partner in a firm.  We are  confident  that the top 10 percent of
income  earners in the  identified  verticals  will show an initial  interest in
Retrievals  services.  Our  goal  is  to  convert  20  percent  to  DocLYNX7(TM)
subscriptions  within three years,  by providing them with tools that allow them
to access  real-time  information  on  demand.  Our goal for  Qxprint(TM)  is to
achieve  5,000  customers in the first fiscal year,  70 percent from direct mail
and 30 percent from basic marketing.


COMPETITION
         The market for  information  management  services is worth an estimated
$3.8  billion at end-user  value in 1999 and is  projected to grow at 20 percent
(AIIM,  August 1999 and  Infocorp.)  The market for  wireless  data  services is
becoming increasingly competitive. Companies such as OpenSky, Aether Systems and
Riverbed are providing  limited  content but have the resources to offer similar
services. We will partner with large systems integrators or similar companies to
offset any  encroachment by these firms. As the barriers for entry into wireless
communications  decrease,  the number of competitors will increase.  While these
competitors  will have the ability to provide much of the same offering,  we are
confident in our ability to provide these services better than our  competitors,
with more value added.

Initial  competition for DocLYNX7(TM) will come from companies such as CreSenda,
Tegris,  and Cyclovision.  These companies  provide a service to the real estate
agent, which is only one vertical of the DocLYNX7(TM) solution.

Other  competitors  include  vVault.com  which  provides a similar  solution  to
Qxprinta called BeamDocs.  Their solution lacks the print on demand feature.  We
are  confident  that  Retrieval  can  offer  expanded  services  in a more  cost
effective manner.  Additionally we offer the back office support needed to drive
a multi-million dollar business.

(C)2000 RDC International Inc.                                                23

<PAGE>




MARKETING
Our strategy is to become a dominant  provider of wireless data applications and
information   management  solutions  by  using  our  engineering  expertise  and
knowledge of information management;  aggressively promoting our product through
direct  sales,  advertising,  Internet  branding and trade show  marketing,  and
forming strategic  alliances with key industry leaders.  We seek to maximize our
recurring  revenues by  providing  monthly  ISP and  wireless  services  for our
applications along with site licenses for our enterprise editions.  We also plan
to enter new domestic and foreign  markets by expanding  into other vertical and
horizontal markets,  increasing the number of our channel partner relationships,
and fostering new strategic alliances.

Keys to meeting our strategic marketing objectives include the following:

Build critical mass.
Our company must build a branding strategy through  aggressive  promotion of our
vertical market based applications.  This can be done through  advertisements in
various trade  specific  magazines  and websites.  We plan to have a presence at
several  trade shows where we can  demonstrate  our products and  services.  Our
marketing  strategy  includes  press  releases  on new  developments  along with
speaking engagements for top managers to promote and build brand awareness. Also
the company may seek the expertise of a large public relations firm to build top
of mind  awareness  not only in our vertical  markets,  but also the  investment
community.

Develop the market for existing and new products for mobile professionals.
Our initial focus is on meeting the needs of the mobile  professional.  We focus
on the sales professional who understands the value of real time information and
the ability to share that information with their clients, colleagues and offices
in a timely manner. We plan to develop a complete  solution,  which includes the
software as well as the platform on which to drive their  information  needs. We
will develop additional services, which will expand and enhance the capabilities
of  DocLYNX7(TM)  and  Qxprint(TM).  These  enhanced  functions will empower our
professional clients to use information more efficiently and effectively.

Expand into new industries.
We believe that we can apply our information  management  solutions and wireless
applications  in any  market,  including,  but  not  limited  to,  real  estate,
financial,  insurance,  construction,  industrial, and legal. Additionally,  the
products  are easily  adaptable  to  horizontal  markets  including  traditional
industrial businesses, manufacturing and distribution.

Our  long-term  strategy  is to become a  business  content  broadcaster/manager
through  DocLYNX7(TM)  Broadcasting.  As wireless speeds increase,  this service
will become a larger part of our strategic  plan for  subscriber  retention.  We
envision a time when our clients will  participate in an online  community where
one can  watch  video,  conference  with  peers  and  clients,  and view  remote
professional activities with wireless streaming video.

Pursue channel partners,  direct response marketing, and strategic acquisitions.
We intend to market our products  through  channel  partners who share our goals
and values, direct marketing efforts and traditional marketing. Additionally, we
are seeking  strategic  alliances  with companies who could provide us access to
their databases.



(C)2000 RDC International Inc.                                                24

<PAGE>



Develop our customer base and strengthen the DocLYNX7(TM) and Qxprint(TM) brands
through enhanced sales and marketing  promotions.  We intend to be aggressive in
our marketing mix by promoting  the  DocLYNX7(TM)  and  Qxprint(TM)  brands.  We
intend to target  the  DocLYNX7(TM)  sales  force in the real  estate  industry,
property management,
financial services,  insurance,  construction,  etc. Initially,  we will begin a
beta testing phase that will allow us to collect and analyze customer  feedback.
With  this  information,  we can  formulate  a print  and  Internet  advertising
campaign along with presentations and exhibits at trade shows to generate top of
mind awareness targeted to the mobile professional.

         Other  immediate   sources  of  promotion  for  both  DocLYNX7(TM)  and
Qxprint(TM)  will  include  direct  mailings,   e-mail  blasts,   telemarketing,
aggressive  one-on-one  sales, and event marketing.  The company will develop an
outbound Internet marketing campaign with the assistance of Kana Communication's
Kana Connect product,  a 24/7 e-mail response  generator,  which fully automates
permission based e-mail marketing promotion.

         As the company is capitalized, we will begin a direct sales campaign by
contracting  with  regional  sales offices and software  resellers.  We will use
sales  coordinators to set 50 percent of our sales teams' engagements as well as
to remove the  administrative  burden associated with field sales. Our reporting
methodology  will  allow us to  accurately  forecast  sales  events and to track
activities remotely at a high level.

Develop an in-house marketing communications and customer support program.
         Our marketing staff will develop  marketing and sales  literature along
with a demo CD that will be used as a sales tool and in direct mailings. We will
maintain the highest  standard  regarding the use of our  trademarked  logos and
graphics.  Our  website  will be  constantly  updated  to show our  most  recent
developments and partnerships.

         The company will strive to offer the best customer  service possible by
providing  solutions and answers in a timely fashion.  The company will automate
e-mail  responses  for common  questions  or  problems  through  the use of Kana
Response.  To achieve  long-term  success,  the  company  must  strive for other
elements:  superior  customer  service,  customization of products and services,
interactivity, and maximum buying convenience.

Maintain  and  strengthen  our  strategic   relationships   with  suppliers  and
customers.  A key to our ability to provide quality products and services to our
customers is to form strategic  relationships with wireless  application service
providers,  wireless  Internet service  providers and  manufacturers of wireless
equipment.  We are pursuing  relationships  with print on demand companies,  and
middleware providers for the wireless industry. We will pursue partnerships with
other  WASPs  that  provide  wireless  integration  platforms  such as  Air2Web,
Geoworks,  and Aether Systems.  Other strategic  alliances will include hardware
manufacturers such as Nokia, Psion,  Ericsson,  HP, Palm, and Compaq. It is also
vital to partner with multiple  carriers such as Motient's  Ardis Network,  AT&T
Wireless,  Bell South, Bell Atlantic,  etc. These relationships will allow us to
provide our customers with the complete  service they require.  Fostering  these
relationships  at this stage  provides us with an advantage over our current and
potential competitors.

Pursue selective acquisitions to expand our capabilities.
We will pursue  acquisitions  that we believe  allow us to expand our  available
resources  such as a  wireless  ISP,  imaging  print on  demand  company,  other
wireless application service provider, or software development company.


(C)2000 RDC International Inc.                                                25

<PAGE>




STRATEGIC ALLIANCES
A key to our  ability  to meet our  customers'  needs  and  provide  a  complete
wireless solution is our relationships  with wireless network carriers,  sellers
or manufacturers of wireless equipment, and print-on- demand companies.

Wireless  Network  Carriers.  We believe that our  relationships  with  wireless
carriers are mutually beneficial. We expect the wireless carriers to provide our
consumers with clear,  quality service that meets their needs.  In exchange,  we
will purchase large blocks of their network  capacity on annual  contracts for a
discounted  rate. We are currently in negotiations  with AT&T, Bell South,  Bell
Atlantic and Metricom.

Sellers and  Manufacturers  of Wireless  Equipment.  Our  services  increase the
usefulness  of  wireless  devices  in  the  professional  marketplace.   We  are
aggressive in our search for new peripheral  devices that will cost- effectively
deliver  our   solutions.   We  strive  to  foster   relationships   with  these
manufacturers  in  order  to  best  meet  the  needs  of our  clients.  We  have
established a reseller  relationship with Sierra Wireless for wireless hardware.
We are also currently  developing  DocLYNX7(TM)  to port  information to devices
such as the Palm  Pilots,  Windows CE PDA's,  and Smart Cell phones using the UP
browser.

Print-On-Demand.  Our  services  provide our  clients  with the ability to input
minimal   information  and  generate  forms  and  letters  on  demand.   We  are
aggressively pursuing a strategic  relationship with Lason, a leader in document
management  and  imaging.  Lason,  we  anticipate,  will become the central data
collection and distribution centers for our clients.

Target  Vertical  Market  Relationships.  Since we are targeting the real estate
industry  first,  we are  developing  alliances  with various  multiple  listing
services that have direct access to thousands of real estate  professionals.  We
are currently  pursuing  relationships  with  InterRealty  to allow us access to
their  database  of  listings  to be  retrieved  through  DocLYNX7(TM).  We will
continue to pursue these types of  relationships  with MLS  companies  and other
Internet listing companies such as Realtor.com.


MARKETING RESEARCH
Approximately  15 percent of capital  received from  investors  will be spent on
research  and  development,  preparing  for the final stages of beta testing the
program on live documentation and information.  The marketing staff will conduct
research internally through surveying new and existing customers,  reviewing and
analyzing  the  extensive  databases  for industry and  purchasing  trends,  and
polling  the sales  staff  for ways to  develop  an  efficient  marketing  plan.
Depending on costs,  we will consult with third party  companies such as Gartner
Group, Forrester Research, The Yankee Group, and Aberdeen, to provide management
with cutting-edge  research trends. The company will seek the help of an outside
consulting firm for feasibility studies on future products and services offered.

The success of our Company  depends upon our ability to identify and develop new
applications  and ways to enhance value for its customers.  Through a process of
rational  experimentation,  awareness of competitor  information and strategies,
the  Company  will  become  aggressive  in  developing  other   e-commerce-based
applications  for our wireless  customers.  In addition we will  provide  future
models of revenue generating services to our customers.



(C)2000 RDC International Inc.                                                26

<PAGE>




RETRIEVAL MANAGEMENT

Name               Age      Position
---------          ---      ----------

Peter Voghel*      36       Chief Executive Officer

Anthony Cella*     55       Chief Financial Officer

John Harkola*      48       Vice President of Marketing

Bradley Vossler    38       Chief Development Officer

Sharon Ballgae     37       Chief Technology Officer

Don Hamilton       47       Vice President of Sales
----------------------------

* For Management Bio's on Peter Voghel, Anthony Cella, and John Harkola,  please
refer to page 6 of this document. Bradley Vossler's bio is on page 7.


Sharon  Ballgae,  Chief  Technology  Officer,  has  over 12  years  of  managing
information technology experience. Sharon served as Executive Vice President/CIO
of Point.com,  a leading wireless aggregate website.  Previously,  she served as
Director  of  Business  Technology  for Corbis  Corporation  a leading  Internet
business to business broadcasting company. Prior to her start-up experience, Ms.
Ballgae  consulted  for  Microsoft  and Boeing.  She has a B.S. in  aeronautical
engineering from Embry Riddle  Aeronautical  University and a M.S. in mechanical
engineering  from  Florida  State  University,  and  served as an officer in the
United States Air Force.

Don  Hamilton,  Vice  President of Sales,  has over 20 years of high level sales
experience,  most  recently  with  Crompton  Corporation.  As their Asia Pacific
Business  Manager,  he was responsible for two business units totaling more than
$38 million in annual  international  sales with achieved growth rates in excess
of 40 percent per annum.  Prior to that, he was the National  Corporate  Account
Manager for Union  Carbide  Corporation,  responsible  for growing and  managing
domestic and  international  sales from $2 million to $15 million per year.  Mr.
Hamilton has won numerous  sales  awards and honors  including  selection to the
Sales  Council,  which  places him in the top  1percent of sales and  management
personnel of the Fortune 100  companies.  His customer and industry  involvement
includes  petroleum,  refining,  electronics,  wire and  cable,  pulp and paper,
cosmetics and personal care,  agriculture,  textile, paint and coatings,  rubber
and  plastics,  and  automotive.  Mr.  Hamilton  has B.S.  degrees  in  business
administration from the University of Redlands,  and mechanical engineering from
California State University at Northridge.


(C)2000 RDC International Inc.                                                27

<PAGE>




OPERATIONS
Engineering and Project Implementation.  Our most important operational resource
is our development  team,  which includes  software  engineers who specialize in
developing  applications for the web community.  Our engineers, on average, have
13 years experience in application design.

Technology and Network Operations. We operate a secure network operations center
in Lincoln,  Nebraska,  which will be moved to  Sarasota,  FL upon  funding.  We
believe  that this  center  will be a vital part of our  service  offering.  Our
clients  will depend on us to provide  them with safe,  secure data  storage and
retrieval  without the burdens of managing the technology and operations of such
a system.  The network  operations  center  provides  remote back up services in
addition to the data server in our center.

Development  Timetable.  Our team,  with  creativity,  experience,  passion  and
vision,  has moved  DocLYNX7(TM)  from concept to launch in an  extremely  short
period  of time  and  with no  capitalization.  We are  confident  that  with an
infusion  of  investment  funding we can bring the product and service to market
within a matter of months.

Sales and Marketing. (See Marketing Section) We will market our services through
direct sales, a complete Internet marketing  strategy,  our website featuring an
e-commerce server for secured  downloads,  and channel partners.  We will market
our products to professional  individuals seeking solutions to their information
management and retrieval  needs.  Our sales  operations will encompass real time
high  level  reporting  down to the  field  level.  Conversion  rates,  specific
opportunity tracking, and high level appointment setting will drive our efforts.
Our target customer is the mobile professional.


INTELLECTUAL PROPERTY RIGHTS
Retrieval  Dynamics,   DocLYNX7(TM),   Qxprint(TM),   Qxprint+(TM),   eWASP(TM),
"partnering  the powerful with the  personal(TM)  and its services and materials
are  trademark  protected.  Retrieval  Dynamics is making  every  effort to hold
secure the intellectual property rights of the development, software and systems
to support DocyLYNX7(TM) and Qxprint(TM).



(C)2000 RDC International Inc.                                                28

<PAGE>






                             RDC INTERNATIONAL, INC.



SUBSCRIPTION PROCEDURES
Investors wishing to subscribe for Shares must execute and deliver the following
items:



         1.        Subscription Agreement;

         2.        Confidential Purchaser Questionnaire; and

         3.        Either

               (a)  A check payable to RDC International,  Inc. in the amount of
                    $1.00 multiplied by the number of Shares subscribed for; OR

               (b)  A wire  transfer  in the amount of $1.00  multiplied  by the
                    number of Shares subscribed for.  Subscribers wishing to pay
                    for  their  shares  by  wire  transfer  should  obtain  wire
                    instructions from RDC International, Inc. (941) 365-9955.



The minimum subscription amount is $25,000. (25,000 shares*)



By executing the Subscription  Agreement,  each purchaser will represent,  among
other things, that (a) he is acquiring the Shares being purchased by him for his
own  account,  for  investment  purposes  and not with a view  toward  resale or
distribution and (b) immediately prior to his purchase, such purchaser satisfies
the eligibility  requirements  set forth in this  Confidential  Private Offering
Memorandum.  (see "Terms of the Offering - Investor Suitability Standards").  In
addition,  since each purchaser will be subject to certain  restrictions  on the
sale,  transfer or  disposition  of his Shares as contained in the  Subscription
Agreement,  a  purchaser  must be  prepared  to  bear  the  economic  risk of an
investment  in the Shares for an  indefinite  period of time. An investor in the
Shares  pursuant to the  Subscription  Agreement and applicable law, will not be
permitted to transfer or dispose of the Shares,  unless they are  registered  or
unless  such  transaction  is exempt from  registration  under the Act and other
applicable  securities laws, and in the case of a purportedly  exempt sale, such
investor  provides  (at his own expense) an opinion of counsel  satisfactory  to
RDCI that such exemption is, in fact, available.  Certificates  representing the
Shares of common  stock  will bear a legend  relating  to such  restrictions  on
transfer.

RDCI has the right to revoke the offer made herein,  to refuse to sell Shares to
a particular subscriber for any reason or to allot to any subscriber a number of
Shares less than the number  sought to be  subscribed  for. If RDCI  rejects any
subscription,  it will  give  written  notice  to the  Subscriber,  by  personal
delivery or first-class mail.




* excluding warrants


(C)2000 RDC International Inc.                                                29

<PAGE>




INVESTOR SUITABILITY STANDARDS
The Shares are being offered without registration under the Act, pursuant to the
exemptions provided by Rule 506 of Regulation D promulgated by the SEC under the
Securities Act of 1933, as amended.  The availability of this exemption depends,
among other things, on the financial  condition and nature of the purchasers and
manner  of the  Offering.  Consequently,  the  Shares  will be  offered  only to
accredited  investors,  as defined in Rule 501(a) of  Regulation  D  promulgated
under the Act.

Regulation D defines an "accredited investor" to include:

          1.   Any natural  person whose  individual net worth o joint net worth
               with that  person's  spouse at the time of his  purchase  exceeds
               $1,000,000;
          2.   Any  natural  person  who had an  individual  income in excess of
               $200,000  in each of the two most  recent  years or joint  income
               with that person's  spouse in excess of $300,000 in each of those
               years  and has a  reasonable  expectation  of  reaching  the same
               income level in the current year;
          3.   Any trust, with total assets in excess of $5,000,000,  not formed
               for the specific  purpose of acquiring  the  securities  offered,
               whose purchase is directed by a sophisticated person who has such
               knowledge and experience in financial matters that such person is
               capable of  evaluating  the risks and merits of an  investment in
               the  Shares;  and any bank as defined  in Section  3(a)(2) of the
               Act, or any savings and loan association or other  institution as
               defined in Section  3(a)(5)(A)  of the Act whether  acting in its
               individual or fiduciary capacity;
          4.   Any  corporation,  business  trust  or  partnership  that was not
               formed for the  specific  purpose  of  acquiring  the  securities
               offered, with total assets in excess of $5,000,000; and
          5.   Any  entity  in which  all of the  equity  owners  ar  accredited
               investors.  The Purchaser  Questionnaire  requires subscribers to
               answer  questions  related to their  qualification  as accredited
               investors.

In addition to the types of investors set forth above, Regulation D also defines
accredited investors to include:

          1.   Any bank as defined in Section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in Section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary capacity;

          2.   Any  broker or dealer  registered  pursuant  to Section 15 of the
               Securities Exchange Act of 1934;
          3.   Any insurance company as defined in Section 2(1 of the Act;
          4.   Any investment  company  registered under the Investment  Company
               Act of 1940 or a  business  development  company  as  defined  in
               Section 2(a)(48) of that Act;
          5.   Any Small Business  Investment Company licensed by the U.S. Small
               Business  Administration under Section 301(3) or (d) of the Small
               Business Investment Act of 1958;
          6.   Any plan  established  and  maintained by a state,  its political
               subdivisions,  or any agency or instrumentality of a state or its
               political subdivisions for the benefit of its employees,  if such
               plan has total assets in excess of $5,000,000;
          7.   Any  employee  benefit  plan within the  meaning of the  Employee
               Retirement Income Security Act of 1974 if the investment decision
               is made by a plan fiduciary,  as defined in Section 3(21) of such
               Act,  which is  either  a bank,  savings  and  loan  association,
               insurance company,  or registered  investment  adviser, or if the
               employee  benefit plan has total  assets in excess of  $5,000,000
               or, if a  self-directed  plan,  with  investment  decisions  made
               solely by persons that are accredited investors;
          8.   Any private  business  development  company as defined in Section
               202(a)(22) of the Investment Advisers Act of 1940; and
          9.   Any director, executive officer, or general partner of the issuer
               of the  securities  being  offered  or  sold,  or  any  director,
               executive  officer,  or general  partner of a general  partner of
               that issuer;

PLAN OF DISTRIBUTION

(C)2000 RDC International Inc.                                                30

<PAGE>



RDC  International,  Inc. is offering up to an  aggregate  maximum of  5,000,000
Shares* to investors  in this  Offering.  The Shares are being  offered and sold
directly by RDCI.  The Offering will  terminate not later than December 31, 2000
(any such date upon which the Offering  terminates  is referred to herein as the
"Termination  Date").  RDCI may  terminate  the Offering at any time and without
notice to prospective investors.

The minimum  subscription  amount per  investor is $ 25,000,  or 25,000  Shares*
("Minimum Subscription Amount"), unless RDCI, in its sole discretion,  agrees to
waive the Minimum Subscription Amount.

All  proceeds  will be  turned  over  to RDCI  immediately  upon  acceptance  of
subscriptions. There will not be any escrow of subscription funds.


ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PROSPECTIVE INVESTORS

In order  to  ensure  that a  prospective  investor  satisfies  certain  minimum
suitability  requirements  imposed by applicable  federal  securities laws, each
prospective  investor will be required to execute a  Subscription  Agreement and
thereby make certain  representations and warranties including,  but not limited
to,  that:  (a) he has had a  reasonable  opportunity  to ask  questions  of and
receive  answers from the Company  concerning the Company and the Offering,  and
all such questions, if any, have been answered to his full satisfaction;  (b) he
has such  knowledge and  expertise in financial and business  matters that he is
capable of  evaluating  the merits and risks  involved in an  investment  in the
Shares; (c) he is able to bear the economic risk of losing his entire investment
in the Shares;  (d) he will not sell or otherwise transfer any of the Shares, or
any  interest  therein,  unless and until (A) such Shares  shall have first been
registered  under the Act and/or all applicable state securities laws; or (B) he
shall have first  delivered to the Company a written opinion of counsel that the
proposed sale or transfer is exempt from the registration  provisions of the Act
and all applicable state  securities  laws; (e) he an "accredited  investor," as
such term is defined in Rule 501(a) of Regulation D of the Rules and Regulations
promulgated  under  the  Act  and as set  forth  in the  Confidential  Purchaser
Questionnaire; and (f) he is purchasing the Shares for investment purposes only,
and without a view for resale or  distribution  of the Shares.  The ability of a
prospective investor to make the foregoing  representations does not necessarily
mean that the Shares are a suitable investment for such prospective  investor or
that such investor's subscription will be accepted by RDCI. See the Subscription
Agreement contained in the Subscription Booklet attached hereto.


RESTRICTION ON TRANSFERABILITY:

REGISTRATION RIGHTS
The  shares  we are  offering  have not  been  registered  under  the Act or any
applicable  state  securities  law and,  therefore,  cannot be resold  unless so
registered or exempt from registration.  Certificates for the shares will bear a
restrictive legend,  stating that such securities have not been registered under
the Act and may not be  transferred  or sold  unless  registered  or exempt from
registration  hereunder.  Unless so  registered,  an investor may not be able to
sell or transfer the shares for a prolonged  period. As part of the Subscription
Agreement, RDC International,  Inc. will grant the subscribers certain piggyback
registration  rights  with  respect  to the  shares.  However,  there  can be no
assurance as to when,  if ever,  RDCI will  complete a public  offering in which
investors  will be able to sell.  While it is RCDI's  intention to register such
shares of common  stock in any public  offering of RDCI's  securities  after its
initial  public  offering,  the  subscribers  will  agree that the shares may be
restricted  from  sale or  transfer  for a period  of up to one year  after  the
effectiveness  of a  registration  statement  covering the shares,  even if such
shares are registered in such public offering.

* excluding warrants


(C)2000 RDC International Inc.                                                31

<PAGE>

FORWARD-LOOKING  FINANCIAL  INFORMATION THE FINANCIAL  INFORMATION  PRESENTED IS
UNAUDITED  AND  HAS  NOT  BEEN  REVIEWED  BY OUR  INDEPENDENT  CERTIFIED  PUBLIC
ACCOUNTANTS.

Attached  are  management's  projection  of the total  annualized  revenues  and
earnings based on the Company's current product release phases for DocLynx7(TM),
full and base  plans,  and  Qxprint(TM).  These  expectations  with  respect  to
revenues and net  earnings  are outlined for the years ended  December 31, 2000,
2001 and 2002 respectively.

Management's  expectations are based on current market and industry  indicators,
expected  demand  within each market area,  and the ability to ramp up. Taking a
conservation  approach,  the company has projected  operating  expenses based on
immediate  realization of costs for each market segment.  Conversely,  projected
revenues are estimated at a slower rate (or "lagged" behind each market segment)
as customers are added to the subscriber base.

Expansion from one market segment to another will overlap.  As a market presence
is  established in each segment and a minimum number of subscribers is attained,
RDCI will then begin initial  operations on the next market segment targeted for
release.  This method of releasing products into the market place will allow the
Company to ramp up quickly in scale and size,  while at the same time  providing
the company with the best  opportunity to establish  market  dominance early. In
addition,  entering into the market segments will control the cost of operations
and allow the Company to finance the  forecasted  growth from with the Company's
own capital structure.

For the purposes of review,  the Company has included the  following  financial.
(See all schedules below, attached)


          1.   Forecast and Budget Presentation for the years ended December 31,
               2000, 2001 and 2002
          2.   Cash Flow Summary
          3.   Revenue  Chart for the years ended  December 31,  2000,  2001 and
               2002
          4.   Revenue & EBITDA for the years ended December 31, 2000,  2001 and
               2002
          5.   Schedule of Use of Proceeds  for Initial  Public  Issue of Common
               Stock


(C)2000 RDC International Inc.                                               32

<PAGE>

[GRAPHIC OMMITTED]



(C)2000 RDC International Inc.                                               33

<PAGE>


[GRAPHIC OMMITTED]


(C)2000 RDC International Inc.                                               34

<PAGE>

[GRAPHIC OMMITTED]

(C)2000 RDC International Inc.                                               35

<PAGE>

[GRAPHIC OMMITTED]

(C)2000 RDC International Inc.                                               36