UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

(Mark one)    [X]  Annual  report  under  section 13 or 15(d) of the  Securities
                   Exchange  Act of 1934 For the fiscal year ended  December 31,
                   1999

              [ ]  Transition report under section 13 or 15(d) of the Securities
                   Exchange Act of 1934

                                    333-65319
                            (Commission file number)

                THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
                 (Name of small business issuer in its charter)


             UTAH                                               87-0562244
(State or other jurisdiction of                          (IRS Employer Classifi-
incorporation or organization)                             cation Code Number)

                                     736104
                                (Primary Standard
                               Industrial ID number)


              5295 SOUTH COMMERCE DRIVE, SALT LAKE CITY, UTAH 84107
                    (Address of principal executive offices)


                                 (801) 268-3232
                           (Issuer's telephone number)


          CLASS A COMMON VOTING SHARES - NOT REGISTERED ON ANY EXCHANGE
          (Title of each class - name of exchange on which registered)


       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

<PAGE>

The  issuer's  revenues  for the  fiscal  year  ending  December  31,  1998 were
$1,709,055.

As of April 1, 1999,  the  aggregate  market value of the voting common stock of
the registrant held by  non-affiliates  of the registrant  (affiliates for these
purposes being  Registrant's  directors,  executive officers and holders of more
than 5% of Registrant's  common stock on such date) computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity on that date was $8,114,595.

As of April 1,  1999,  the issuer had  8,727,141  outstanding  shares of class A
common voting  shares and -0-  outstanding  shares of class B common  non-voting
shares.

Transitional Small Business Disclosure Format: Yes [ ] No [X]


                                Table of Contents

                                     PART I


                                                                            Page
                                                                            ----

ITEM 1.    Description of Business                                            3
ITEM 2.    Description of Property                                            8
ITEM 3.    Legal Proceedings                                                  8
ITEM 4.    Submission of Matters to a Vote of Security Holders                9

                                PART II
ITEM 5.    Market for Common Equity and Related Stockholder Matters           9
ITEM 6.    Management's Discussion and Analysis or Plan of Operation         16
ITEM 7.    Financial Statements                                              18
ITEM 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                               19


                               PART III

ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act        19
ITEM 10.   Executive Compensation                                            20
ITEM 11.   Security Ownership of Certain Beneficial Owners
           and Management                                                    20
ITEM 12.   Certain Relationships and Related Transactions                    21
ITEM 13.   Exhibits and Reports on Form 8-K                                  22

SIGNATURES



                                       2

<PAGE>

                                     Part I


Forward-Looking Statements

This Form 10-KSB contains forward-looking  statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
Additional written or oral forward-looking statements may be made by the Company
from time to time,  in filings with the  Securities  and Exchange  Commission or
otherwise.  Statements  contained  herein  that  are not  historical  facts  are
forward-looking   statements  made  pursuant  to  the  safe  harbor   provisions
referenced above.

Forward-looking  statements may include,  but are not limited to, projections of
revenue,  income or loss and capital  expenditures,  statements regarding future
operations,  financing  needs,  compliance  with  financial  covenants  in  loan
agreements,   plans  for  acquisition  or  sale  of  assets  or  businesses  and
consolidation of operations of newly acquired businesses,  and plans relating to
products or services of the Company, assessments of materiality,  predictions of
future  events and the effects of pending and  possible  litigation,  as well as
assumptions relating to the foregoing.

In addition, when used in this discussion,  the words "anticipates," "believes,"
"estimates,"  "expects,"  "intends,"  plans" and variations  thereof and similar
expressions are intended to identify forward-looking statements.

Forward-looking  statements are inherently  subject to risks and  uncertainties,
some of which cannot be predicted or quantified  based on current  expectations.
Consequently,  future  events and actual  results could differ  materially  from
those  set  forth  in,   contemplated  by,  or  underlying  the  forward-looking
statements contained in this Annual Report on Form 10-KSB.

Statements in this Annual Report,  particularly in "Item 1. Business,"  "Item 3.
Legal Proceedings," the Notes to Consolidated  Financial Statements and "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations," describe certain factors, among others, that could contribute to or
cause such differences.

Other factors that could  contribute to or cause such differences  include,  but
are  not  limited  to,  unanticipated  developments  in any  one or  more of the
following areas: the rate and consumer acceptance of new product  introductions,
competition,  the number  and nature of  customers,  pricing,  borrowing  costs,
pending or threatened  litigation,  the  availability of key personnel and other
risks  factors  which  may be  detailed  from  time  to  time  in the  Company's
Securities and Exchange Commission filings.

Readers  are  cautioned  not to  place  undue  reliance  on any  forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes  no  obligation  to publicly  release the result of any  revisions to
these  forward-looking  statements  that  may  be  made  to  reflect  events  or
circumstances  after the date hereof or to reflect the  occurrence of unexpected
events.


Item 1. Description of Business

We are a career  training  company  that  helps  people  change  their  lives by
teaching them how to do what they love for a living.

In our branch  offices,  we provide The Murdock Group (TMG) Job Search System to
train  clients  how to make wise career  choices and find a great job.  The core
purpose  is to help  individuals  achieve  tangible  improvement  in their  work
situations by choosing the right career and finding  employment  quickly in that
field.



                                       3

<PAGE>

Our Internet  site is designed to be the hub of job search  activity,  the place
where an employee finds all of the information and resources  necessary to carry
out a  successful  job search  online.  We also  provide  coaching and other job
search assistance for a fee.

At a cost of $37,904 in 1996,  $556,854 in 1997,  and $883,967 for 1998, we have
conducted extensive research and development, and field-tested multiple products
to develop a sales and delivery system that is duplicable on a national level.


                                    Products

1. TMG Job Search System

The TMG Job Search System  accounts for nearly all of our revenue.  It sells for
$2,995 - $3,495 and can be financed over 2 years. It includes a full-service job
search  training,  career  advancement,  and  motivation  system taught in small
groups.

The package also includes access to a fully staffed  resource center  containing
job leads, computer workstations,  publications, and other job search tools. The
Job Search system includes the following features:

   o   30 days of access to Career  Insight  Sessions  which  enable  clients to
       learn and  practice  key  aspects  of the  system  including  networking,
       interviewing, and negotiating.

   o   4 months of access  to our  extensive  Resource  Center,  which  includes
       on-call  specialists  to  assist  clients  with job  search  advice,  job
       postings, contact databases, business databases, training center, and job
       search  publications,  a computer center for on-line  research,  database
       access, and job search document creation, and a phone/fax center.

   o   4 months of access to  coaching  from our job  search  professionals  who
       provide personalized attention to each client's specific needs.

We invite clients and their spouses or partners to attend an orientation meeting
that  provides  an  overview  of the TMG Job  Search  System.  Clients  are also
introduced to the Resource Center and its databases,  Internet  recruiter lists,
job postings board, and career library.

We explain to clients  that their  efforts will  directly  impact the success of
their search,  and require them to dedicate  productive  time each week to their
program.

The Career Insight  Sessions  noted above are small seminars  consisting of 5-12
participants which cover the following topics:


   o   Launch (2 hours).  Provides an introduction  to career  management and an
       overview of the entire Job Search System,  which will form the foundation
       of the client's job search.

   o   Defining  the  Target (4  hours).  Helps  clients  clarify  their  career
       objectives.

   o   Creating  a Powerful  Resume (4 hours).  Produces  resumes  and  provides
       techniques for getting results.

   o   Making the Right  Connections  (4 hours).  Enables  clients to access the
       unadvertised job market by connecting with decision makers.

   o   Direct  Contacting (4 hours).  Teaches clients how to target and directly
       contact employers.

   o   Interviews that Get Job Offers (4 hours).  Improves the client's  ability
       to convert interviews into job offers.

   o   Negotiating  a Better  Job Offer (4 hours).  Hones a client's  ability to
       negotiate better terms in a job offer.



                                       4

<PAGE>

2. CareerIdeal Product

The CareerIdeal  product sells for $129. This "counselor in a box" contains four
audio  tapes and two  workbooks  designed  for  people  who (i) will be making a
career  change  within the next year,  (ii) are not  content  with what they are
doing now, or (iii) want to ensure  that their next  career  change is the right
one.

It targets  customers who  typically  have been working in the same position for
several years,  and now feel stuck in a job, a company,  or a career that is not
fulfilling.  These  individuals  often  cannot  afford  to  start  over in their
careers,  and wonder if they are qualified to do anything else. The  CareerIdeal
program also helps people just entering the workforce and seeking direction.

The CareerIdeal program contains a variety of tests, exercises,  and assessments
which help users  understand  their career options and plan  specific,  tangible
career change. Activities include the following:


   o   Diagnosing career situations,  concerns, needs, expectations,  goals, and
       objectives.

   o   Assessing qualifications:  education, experience,  strengths, weaknesses,
       skills, interests, financial requirements,  geographical preferences, and
       overall marketability.

   o   Determining long-term career direction.

   o   Determining  short-term job market positioning,  job functions,  level of
       income, responsibility and authority; and target industries.

   o   Developing  a  career  mission  statement  that  incorporates   long-term
       direction and short-term job market positioning.

   o   Understanding salary data and job availability.


3. Outplacement services

We  offer  full and  partial  outplacement  services  to  companies  who lay off
employees  and wish to help  employees  find new jobs as  quickly  as  possible.

Outplaced  employees are provided with selected  training and resources from the
TMG Job Search  system.  We quote  prices  based  upon the  number of  employees
serviced and the type of services to be performed.


4.  Internet Products

Our Internet marketing approach has four parts:

   o   We have built a portal site with links to millions of free job  postings,
       career  information,  corporate  job  posting  site  links,  career  site
       reviews, chat rooms, expert articles, resume templates, career bookstore,
       personalized  career search pages,  etc. We are the information  guide to
       sites that normally compete with each other for corporate  business,  and
       therefore are not easily  referenced  from each other,  except  through a
       portal web site like ours.  Our web site is designed to be the hub of job
       search  activity  where an  employee  finds  all of the  information  and
       resources necessary to carry out a successful job search online.

   o   We are  utilizing a portion of our existing  $700,000 a year ad budget to
       bring employees to our online site for job search assistance.

   o   We  generate  revenue by selling  the  employees  coming to our web site,
       training, coaching, and career products online.



                                       5

<PAGE>

   o   We  expect  the  volume  of  hits  to our  web  site  allows  us to  sell
       advertising space on the site to generate additional  revenue.  Employees
       use our site as the starting  point and the  regrouping  point for all of
       their job search activities,  and so the online job seeker views our site
       many times in a single web browsing session.


                                    Marketing

We believe that the market for career-related  services will continue to grow as
job insecurity and changes in the employment  market compel  individuals to take
control of their own careers.  We believe that the desire of individuals to seek
satisfaction in their employment has created a significant  market for the types
of products and services we provide.


Target customers

The  target   customers  for  Career   Satisfaction   products  are   individual
employees-whether they are currently working for themselves or others, preparing
to work, or searching  for work.  Our typical  customer  works full time and has
some college or professional training.  Usually, customers have at least 5 years
of experience in the work force and are not top executives in an organization.


Advertising

We attract clients through a variety of advertising  methods.  Approximately 25%
of  individuals  who come to the office  for a sales  appointment  purchase  the
service.

   o   Radio. We use 60-second radio spots to advertise our services.

   o   Newspaper. We advertise in the classified section of the local newspapers
       weekly.

   o   Referrals  from Satisfied Job Seekers.  Our current  customers are one of
       our best referral sources. As we acquire more customers,  we increase our
       potential for profitability.

   o   Direct  mail.  We have  experimented  with  direct  mail  for the  Career
       Satisfaction products in the Salt Lake City area.

   o   Internet  World  Wide Web Site www.  murdock.com:  We use the web site to
       advertise our products and services.

                           Steps in the sales process

Individuals  who respond to our Career  Satisfaction  advertising are handled as
follows:

   o   Pre-Qualification of Callers. We interview callers,  explain our approach
       and fee structure,  and set an appointment with a career advisor. Callers
       are  pre-qualified  over the  phone to  verify  that  they have a college
       degree or marketable work experience.

   o   Meeting  with  Career  Advisor.  The client  visits our  offices  for the
       scheduled  appointment,  and  spends an hour with a career  advisor.  The
       advisor  explains  our  services  and takes  the  client on a tour of the
       facility to meet various  specialists  and examine  resources such as the
       training rooms, job postings board,  computerized  databases,  and career
       library.  The advisor  emphasizes that we are working for the client, not
       for any  potential  employer  and that we  charge a flat  fee.  We do not
       charge based upon future wages, as do many employment agencies.



                                       6

<PAGE>

Financing

Clients  are  given  the  opportunity  to pay a  deposit  and  execute  a 2-year
promissory  note to the  Murdock  Group.  We  perform  credit  checks  on  each.
Currently, approximately 80% of our clients execute a note.


                                   Competition

In our view,  the job  acquisition  industry is large and  fragmented  with some
competitors being successful only in certain niches,  and with no company having
acquired dominance in the industry.  Many competitors have products and services
that are  similar  to  ours,  but we  believe  that our  customers  can  quickly
distinguish between our products and services and those of our competitors.

We compete primarily with a large number of privately-owned  companies.  Some of
our competitors have greater financial, marketing,  distribution,  technical and
other  resources  than we do. Our two major  competitors  for career  consulting
services are well established  nationally.  Both were founded by career industry
experts who still run the company:

   o   Bernard  Haldane  was  founded  in  1945  after  World  War II to  assist
       returning veterans in the job market.  Bernard Haldane primarily services
       executives  who earn over  $100,000 per year,  and charges a fee of 8% of
       the executive's salary, generally more than twice our fee.

   o   Cornell Business  Associates was founded in the 1980's and also primarily
       services  executives.  It too  charges an 8% fee.  CBA has sales  offices
       around the country,  but flies customers to a California location for 1-2
       days of consulting.

In addition, Robert Half offers staffing,  permanent placement,  recruiting, and
consulting  services.   Right  Management   Consulting  is  involved  in  career
development/management   and  consulting.   Provant  provides  training,  career
development, and product sales.

The principal  competitive  factors in obtaining customers appear to be a strong
sales and marketing program,  life-changing and unique  principles,  competitive
pricing,  and good  customer  service.  We believe our strong  emphasis on these
factors is an important competitive advantage.


                                   Operations

Employees

As of April 1,  1999,  we had 55  full-time  employees.  Our  employees  are not
represented  by a labor union and are not subject to any  collective  bargaining
arrangement.  We have never experienced a work stoppage and believe that we have
good relations with our employees.

Our headquarters operations,  located in the same building as the Salt Lake City
office,  employs 21 people.  The Salt Lake City  office  employs 14 people,  the
Seattle office employs 13 people, and the Portland office employs 7 people.


Intellectual property and proprietary rights

We rely on a  combination  of  copyright  and  trademark  laws  and  contractual
provisions  to protect our  proprietary  rights.  We have applied for  trademark
registration for "The Murdock Group" and "The Murdock Group Career  Satisfaction
Corporation."  We will  continue  to evaluate  the  registration  of  additional
service marks and trademarks,  as appropriate.  

Litigation may be necessary to protect our  proprietary  technology.  Litigation
may be time-consuming and costly. Despite our efforts to protect our proprietary
rights,  unauthorized  parties may attempt to copy aspects of our services or to
obtain and use information that we regard as proprietary.



                                       7

<PAGE>

In addition,  there are few barriers to entry into the market for our  services.
It is  possible  that  one or more of our  competitors,  most of whom  have  far
greater resources than we do, will independently  develop  technologies that are
substantially equivalent or superior to ours.


                                     History

We are The Murdock Group Career  Satisfaction  Corporation,  a Utah  corporation
organized November 5, 1997, to carry on an existing business concept.

In 1983, Denis Murdock formed a sole  proprietorship  called "The Murdock Group"
in Virginia to provide job search assistance to senior executives.  He moved the
business to Salt Lake City, Utah in 1987. The assets of this business, including
all intellectual property rights, were purchased in June 1996 by Envision Career
Services, L.L.C., a company formed by our founders KC Holmes and Heather Stone.

Envision  conducted  its  operations  under the name  "The  Murdock  Group."  We
purchased  all  membership  interests  of Envision by the  issuance of 8,205,800
shares on May 31, 1998, and Envision was  dissolved.  We have built our business
on three major approaches: d

   o   Bypassing  the  competitive  top-level  corporate  executive  market  and
       targeting instead mid-range business  professionals with several years of
       experience;

   o   Popularizing  career services through  broad-based  media including radio
       and newspaper advertising; and

   o   Pricing  career  consulting  services  affordably,  and making  financing
       available.


                                 Expansion Plans

We plan to open  additional  offices across the United  States.  We also plan to
create and market over the Internet a number of products and services related to
the employment industry. 


Item 2. Description of Property

We  lease  class  A  office  space  for  all our  operations,  believing  that a
professional appearance is important when providing services to professionals.

Our  headquarters  and Salt Lake City  office are  located at 5295 So.  Commerce
Drive,  Suite 400, Salt Lake City, Utah 84107. We occupy 30,000 square feet, for
which we pay  $41,000 per month.  The lease term  expires on roughly 2/3 of this
space in June,  1999. The lease term for the remainder of the space expires in 5
years.

The  Seattle  office  located  at  10900 NE 8th  Street,  Suite  810,  Bellevue,
Washington  98004-4405  has 5,700 square feet for which we currently pay $13,000
per month. The lease term expires on September 30, 2003.

The  Portland,  Oregon,  office is located at 10220 SW Greenburg  Rd. Suite 250,
Portland,  OR 97223.  It has 5,852 square feet, for which we pay monthly rent of
$10,728.67 from 1999 to 2002,  increasing to $12,016 until the lease  expiration
date on January 31, 2004.


Item 3. Legal Proceedings

As of the date of this  report  there is no  litigation  pending  or  threatened
against us.



                                       8

<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report.



                                     Part II



Item 5. Market for Common Equity and Related Stockholder Matters


Trading Market

There is currently no public trading market for our securities.


Stock Options

Options to acquire our shares are held by five individuals and trusts.

   o   Martin Collins,  a former employee and founder of the Murdock Group,  has
       an option to acquire  800,000  shares.  He may acquire  these shares at a
       discount of 15% during 1999.

   o   Reta Fawson,  B&S Family Trust, and Argentum Family Trust,  none of which
       are affiliated with us, purchased our convertible  bonds for an aggregate
       price of $240,000 in May of 1998.  This gave them the option of acquiring
       shares at a discount of 15% from the public  offering price if our shares
       were registered with the SEC, but only during the offering period. During
       a  6-month  period  following  the  listing  of such  shares  on a public
       exchange,  these  bonds may be  converted  to shares at a discount of 15%
       from the average  share  trading  price during the 30-day period prior to
       exercise of the option.  During the period from 7 to 18 months  after the
       listing date, these bonds may be converted to shares at a discount of 10%
       similarly calculated.

   o   Brad Stewart,  Chief Financial Officer,  has an option to acquire 100,000
       shares at $5 per  share,  vesting at the rate of 25,000 per year for four
       years.  Brad  Stewart is the only  employee  who has been  granted  stock
       options.


Securities Which Could Be Sold Under Rule 144

As of April 1, 1999, our 8,727,141 outstanding shares were held 76 shareholders.
Of these  shares,  762,718 have been held for more than one year (as of April 1,
1999) and could be sold under the terms of Rule 144.


Dividends

We plan to reinvest all profits, if any, in the Murdock Group for a period of at
least 5 years. We will not pay dividends during this period.



                                       9

<PAGE>

Unregistered Securities

The following table describes all securities we issued during 1998.


Issued To          Date    No. Shares     Securities Act Exemption Relied Upon

Rachel Peterson   1/6/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                 8/31/98   2,500       statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid. She had access to
                                       information  on the company  necessary to
                                       make an informed investment decision. The
                                       granted  shares  were issued to the named
                                       employee  as  a  grant  for   outstanding
                                       performance.  No consideration  was paid.
                                       This  transaction met all requirements of
                                       Rule 505 of Regulation D; the company has
                                       filed  a Form D to  reflect  reliance  on
                                       this rule.

Daryl Guiver      1/7/98   4,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                 8/31/98   2,500       statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid.  He had access to
                                       information  on the company  necessary to
                                       make an informed investment decision. The
                                       granted  shares  were issued to the named
                                       employee  as  a  grant  for   outstanding
                                       performance.  No consideration  was paid.
                                       This  transaction met all requirements of
                                       Rule 505 of Regulation D; the company has
                                       filed  a Form D to  reflect  reliance  on
                                       this rule.

David Cannon      1/7/98   8,400       These  shares  were  issued  to the named
and John F.                            employee  of  registrant  pursuant  to  a
Cannon                     Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Dick Flack        1/7/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                 8/31/98   10,000      statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.  The granted shares were issued



                                       10

<PAGE>
                                       to the  named  employee  as a  grant  for
                                       outstanding performance. No consideration
                                       was paid. He is a sophisticated  investor
                                       and  company  executive   officer.   This
                                       transaction met all  requirements of Rule
                                       505 of  Regulation  D;  the  company  has
                                       filed a

Dominic Ingo      1/7/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Dominic           1/7/98   2,000       These  shares  were  issued  to the named
Militello                              employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Paul Benincosa    1/7/98   24,000      These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Steve Richter     1/7/98   22,000      These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision. He is a sophisticated  investor
                                       and  company  executive   officer.   This
                                       transaction met all  requirements of Rule
                                       505 of  Regulation  D;  the  company  has
                                       filed  a Form D to  reflect  reliance  on
                                       this rule.

Chris Leonard     1/8/98   2,800       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of



                                       11

<PAGE>

                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                 8/31/98   10,000      statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.  The granted shares were issued
                                       to the  named  employee  as a  grant  for
                                       outstanding performance. No consideration
                                       was paid. He is a sophisticated  investor
                                       and  company  executive   officer.   This
                                       transaction met all  requirements of Rule
                                       505 of  Regulation  D;  the  company  has
                                       filed a F

Bev-Anne Frost   1/12/98   6,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D. No   underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Cameron          1/12/98   2,000       These  shares  were  issued  to the named
Jaccard                                employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the   Act   under   the   termsof
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employyee  receiveda
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved  involved in this tranaction and
                                       no  sales   commissions  were  paid.  The
                                       Employee has access to information on the
                                       Company  necessary  to make  an  informed
                                       investment decision. This transaction met
                                       all   requirements   of   Rule   505   of
                                       Regulation  D; the  company  has  filed a
                                       Form D to reflect reliance on this rule.

Cameron Lewis    1/12/98   8,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made on Form D.  underwriter was involved
                                       in   this   transaction   and  no   sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Daren Gates      1/12/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a



                                       12

<PAGE>

                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Dave Atkinson    1/12/98   2,400       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Marty Lloyd      1/12/98   8,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Mike Burnett     1/12/98   2,800       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Randy Burnham    1/12/98   13,200      These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                  3/6/98   10,000      the   registrant   for  1  year   at  16%
                           Emp. grant  interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                 8/31/98   5,000       $1,000  loaned.  The employee  received a
                           Emp. grant  Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.  The granted shares were issued
                                       to the  named  employee  as a  grant  for
                                       outstanding performance. No consideration
                                       was  paid.   This   transaction  met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.


Rhett Kasparian  1/12/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of



                                       13

<PAGE>

                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Scott & Chris-   1/12/98   28,000      These  shares  were  issued  to the named
tine Holmes                            officer  of a limited  liability  company
                           Grant in    affiliated  with   registrant,   and  his
                           connection  employee  wife, in a  transaction  exempt
                           with loan   from registration  under the Act pursuant
                                       to   Regulation  D,  Rule  506.  In  this
                                       transaction,  the officer loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000 loaned.  This officer is a brother
                                       of the  registrant's  CEO;  he received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                                       statements.  A  filing  with  the SEC was
                                       made  on  Form  D.  No  underwriter   was
                                       involved in this transaction and no sales
                                       commissions  were paid.  This  individual
                                       had access to  information on the company
                                       necessary to make an informed  investment
                                       decision.   This   transaction   met  all
                                       requirements of Rule 505 of Regulation D;
                                       the company has filed a Form D to reflect
                                       reliance on this rule.

Steve Anderson   1/12/98   2,000       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                  3/6/98   10,000      statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.  The granted shares were issued
                                       to the  named  employee  as a  grant  for
                                       outstanding performance. No consideration
                                       was paid. He is a sophisticated  investor
                                       and  company  executive   officer.   This
                                       transaction met all  requirements of Rule
                                       505 of  Regulation  D;  the  company  has
                                       filed  a  Form  D  to reflect reliance on
                                       this rule.

Wade Hyatt       1/12/98   4,400       These  shares  were  issued  to the named
                                       employee  of  registrant  pursuant  to  a
                           Grant in    transaction   exempt  from   registration
                           connection  under   the  Act   under   the  terms  of
                           with loan   Regulation   D,   Rule   506.   In   this
                                       transaction, the employee loaned money to
                                       the   registrant   for  1  year   at  16%
                                       interest,  and received, in addition to a
                                       promissory  note,  400  shares  for  each
                                       $1,000  loaned.  The employee  received a
                                       Disclosure  Memorandum  dated  January 2,
                                       1998, which contained  audited  financial
                 8/31/98   2,500       statements.  A  filing  with  the SEC was
                           Employee    made  on  Form  D.  No  underwriter   was
                           grant       involved in this transaction and no sales
                                       commissions  were paid.  The Employee had
                                       access  to  information  on  the  company
                                       necessary to make an informed  investment
                                       decision.  The granted shares were issued
                                       to the  named  employee  as a  grant  for
                                       outstanding performance. No consideration
                                       was paid. He is a sophisticated  investor
                                       and  company  executive   officer.   This
                                       transaction met all  requirements of Rule
                                       505 of  Regulation  D;  the  company  has
                                       filed  a  Form  D  to reflect reliance on
                                       this rule.

Serenity Trust    4/3/98   12,500      These  shares  were  issued to a trust as
                                       inducement  to make a $100,000  loan made
                 10/2/98   12,500      to  the  registrant.  The  trustee  was a
                                       sophisticated       businessman       and
                           Grant in    sophisticated  investor who was given the
                           conncetion  opportunity   to   meet   with   all  the



                                       14

<PAGE>

                           with loan   registrants   officers  and  examine  all
                                       books  and  records,   including  audited
                                       financial   statements.   The  registrant
                                       believes  this  is a  transaction  exempt
                                       from  registration  under Section 4(2) of
                                       the Act. No  underwriter  was involved in
                                       this transaction and no sales commissions
                                       were paid.

Dogbreath Trust   4/3/98   12,500      These  shares  were  issued to a trust as
                                       inducement  to make a $100,000  loan made
                           12,500      to  the  registrant.  The  trustee  was a
                                       sophisticated       businessman       and
                           Grant in    sophisticated  investor who was given the
                           connection  opportunity   to   meet   with   all  the
                           with loan   registrants   officers  and  examine  all
                                       books  and  records,   including  audited
                                       financial   statements.   The  registrant
                                       believes  this  is a  transaction  exempt
                                       from  registration  under Section 4(2) of
                                       the Act. No  underwriter  was involved in
                                       this transaction and no sales commissions
                                       were paid.  He had access to  information
                                       on  the  company  necessary  to  make  an
                                       informed investment decision.

Lance Heaton     8/31/98   300,000     These shares were issued to an officer of
                                       registrant for consideration of 1/10 mill
                           $1.20 per   per   share.   He   is  a   sophisticated
                           share       businessman  and  sophisticated  investor
                                       who  was  familiar  with  all  books  and
                                       records,   including   audited  financial
                                       statements,   and  is  an  employee.  The
                                       registrant believes this is a transaction
                                       exempt from  registration  under  Section
                                       4(2)  of  the  Act.  No  underwriter  was
                                       involved in this transaction and no sales
                                       commissions  were paid.  He had access to
                                       information on the company  neccessary to
                                       make an informed investment decision.  He
                                       is a  sophisticated  investor and company
                                       executive officer.

Jon Davis        8/31/98   1,000       These  shares  were  issued  to the named
                           Employee    employee  as  a  grant  for   outstanding
                           grant       performance. No consideration was paid.

Dawn Davis       8/31/98   1,000       These  shares  were  issued  to the named
                           Employee    employee  as  a  grant  for   outstanding
                           grant       performance. No consideration was paid.

Chris Kenney     8/31/98   5,000       These  shares  were  issued  to the named
                           Employee    employee  as  a  grant  for   outstanding
                           grant       performance.  No consideration  was paid.
                                       He  is  a   sophisticated   investor  and
                                       company executive officer.

Larry Solomon    8/31/98   2,500       These  shares  were  issued  to the named
                           Employee    employee  as  a  grant  for   outstanding
                           grant       performance. No consideration was paid.

Darla Wenger     8/31/98   1,000       These  shares  were  issued  to the named
                           Vendor      vendor  of   services   as  a  grant  for
                           grant       outstanding performance. No consideration
                                       was paid.

Robert & Donna   8/31/98   1,000       These  shares  were  issued  to the named
Joy Stone                  Vendor      vendor  of   services   as  a  grant  for
                           grant       outstanding performance. No consideration
                                       was paid.

Wayne Ross       9/21/98   375,940     These  shares were  issued  pursuant to a
                                       transaction   exempt  from   registration
                           $1.20 per   under   the  Act   under   the  terms  of
                           share       Regulation   D,   Rule   506.   In   this
                                       transaction,  an accredited investor paid
                                       $1.33  per  share.  He has a net worth in
                                       excess  of  $1  million.  He  received  a
                                       Disclosure Memorandum dated September 21,
                                       1998, which contained  audited  financial
                                       statements.  No underwriter  was involved
                                       in   this   transaction   and  no   sales
                                       commissions  were paid.  He had access to
                                       informat investment decision.

Brad Stewart     9/23/98   84,000      These shares were issued to an officer of
                                       registrant  for no  charge at the time he
                           $1.20 per   was hired as CFO.  He is a  sophisticated
                           share       businessman  and  sophisticated  investor
                                       who  was  familiar  with  all  books  and
                                       records,   including   audited  financial
                                       statements.  The registrant believes this
                                       is a transaction exempt from registration
                                       under   Section   4(2)  of  the  Act.  No
                                       underwriter    was   involved   in   this
                                       transaction and no sales commissions were
                                       paid. He had access to information on the
                                       company  necessary  to make  an  informed
                                       investment    decision.     He    is    a
                                       sophisticated    investor   and   company
                                       executive officer.



                                       15

<PAGE>

Buckeneer        10/2/98     2,500     These  shares  were  issued to a trust as
                                       inducement  to make a $100,000  loan made
                           Grant in    to  the  registrant.  The  trustee  was a
                           connection  sophisticated       businessman       and
                           with loan   sophisticated  investor who was given the
                                       opportunity   to   meet   with   all  the
                                       registrants   officers  and  examine  all
                                       books  and  records,   including  audited
                                       financial   statements.   The  registrant
                                       believes  this  is a  transaction  exempt
                                       from  registration  under Section 4(2) of
                                       the Act. No  underwriter  was involved in
                                       this transaction and no sales commissions
                                       were paid.  He had access to  information
                                       on  the  company  necessary  to  make  an
                                       informed investment decision.


Item 6. Management's Discussion and Analysis or Plan of Operation

The Murdock Group Career  Satisfaction  Corporation is a career  advancement and
employment  consulting  company with offices in Salt Lake City,  Utah,  Seattle,
Washington, and Portland, Oregon.

We target our  services  to  professionals  and  others  with  several  years of
experience  who are seeking to clarify  their career  direction or their current
job situation.

Our system utilizes job-search training workshops,  consultants, and access to a
comprehensive  job-search  resource center.  We also provide full service hiring
assistance to corporations, which includes training and outplacement.

We  have  incurred   significant  losses  to  date  developing  our  proprietary
job-search technology into a training system that can service a larger volume of
customers than our original one-on-one coaching.  We have completed  development
of this  system  and  believe  that we now have a product  that can be  marketed
profitably.

In  September  1998,  we opened our  second  branch  office  which is located in
Seattle,  Washington. This is our first location outside of headquarters in Salt
Lake City,  Utah.  In February  1999, we opened our third branch office which is
located  in  Portland,  Oregon.  We plan to open other  branch  offices in 1999.
Additional  branches  will  allow us to  allocate  administrative  costs  across
multiple locations, thereby improving the utilization of our infrastructure.

With the completion of our new proprietary job-search technology training system
we anticipate a reduction in cancellation and discounts and improved  collection
of receivables.

Subsequent  to  year-end we were  declared  effective  with our  initial  public
offering. The initial public offering provides for the sales of 2,500,000 shares
of the  Company's  common stock,  at a price of $5.00 per share.  The offer also
provides for the sale of bonds of $3,000,000.  The Company has until October 28,
1999, or until the Company terminates the offering, to sell the securities.  The
proceeds  from the  offering  will enable the  Company to pay off  high-interest
debts thereby reducing interest costs. It is unknown what proceeds will actually
be raised in the offering.


                              Results of Operations

December 31, 1998 compared to December 31, 1997

Net service  revenues  increased to $1,709,055  for the year ended  December 31,
1998,  compared to $551,830  for the prior year.  The  increase in revenues  was
primarily  a  result  of  enhanced   service  products  from  new  research  and
development efforts,  increased marketing through radio and newspaper campaigns,
completion  of a new  proprietary  system that provides for delivery of products
and services in volume,  increased name  recognition in the market place and the
addition of the new Seattle branch office.



                                       16

<PAGE>

Contract  cancellations and discounts increased to $1,143,650 for the year ended
December 31, 1998,  compared to $142,263 for the prior year.  The  cancellations
and  discounts  were the result of  concessions  made to  customers  while pilot
testing  and  implementing  the  Murdock  Group's  new  intellectual   property.
Cancellations  and  discounts  have  decreased  related  to  the  Company's  new
proprietary  job-search training system introduced in 1998. However, the Company
recognized significant cancellations related to its old product during 1998.

Direct cost of services  increased to $2,028,404 for the year ended December 31,
1998,  compared to $667,402 for the prior year.  Gross profit as a percentage of
service  revenues  improved to a negative  18.7% for the year ended December 31,
1998,  compared to a negative 21.0% for the prior year. The improvement in gross
profit as a percentage of sales was primarily a result of increased sales, which
served to reduce  per-sale  overhead.  Gross profit as a percentage of sales was
negatively  affected  as a result  of the  large  amount  of  cancellations  and
discounts  recognized by the Company in 1998. These  cancellations and discounts
related to the old product as discussed above.

General and administrative expenses, which include selling expense, increased to
$2,908,854  for the year ended  December 31, 1998,  compared to $704,566 for the
corresponding  period of the prior  fiscal  year.  The  increase  in general and
administrative  expense  relates to Company growth and branch  expansion.  Also,
during 1998, the Company recorded $491,350 in general and administrative expense
for the  issuance of 384,000  shares of common  stock  given to two  officers as
incentive. The issuance of these shares and the recording of the related expense
is a  non-cash,  nonrecurring  item  and  will  not  have an  impact  on  future
operations.

General and  administrative  expenses,  as a percentage  of sales,  increased in
1998,  compared  to 1997 as a result of the large  amount of  cancellations  and
discounts  recognized by the Company related to old products and the issuance of
the common stock referred to above.  General and administrative  expenses should
continue to decrease as a percentage of sales in fiscal 1999 and thereafter as a
result of increased sales.

New products  research and  development  expenses  increased to $883,967 for the
year ended  December  31, 1998,  compared to $556,854 for 1997.  The increase in
research  and  development  for 1998,  was a result of  expenses  related to the
development  of new  intellectual  property and training  systems that allow the
mainstream  professional to access previously  elitist  job-search  concepts and
techniques  at an  acceptable  price.  This  systematization  also enables us to
efficiently  service a larger  volume of customers  with lower costs and greater
effectiveness than a year ago.

Interest  expense  increased to $1,836,723 for the year ended December 31, 1998,
compared to $248,387 for 1997.  The increase in interest  expense for 1998 was a
result  of  higher  outstanding  debt  balances  and  increased  rates on moneys
borrowed  than  in  1997.  See  Financial  Condition  -  Liquidity  and  Capital
resources.


December 31, 1997, compared to December 31, 1996

We began operations  August 5, 1996 as a startup and  development-stage  entity.
Operating  results for the  five-month  period  ended  December 31, 1996 are not
representative  of or  comparable  to the first full year of  operations,  which
ended December 31, 1997.


                               Financial Condition

Liquidity and capital resources

We have suffered  recurring  losses from operations since our inception in 1996,
and as of December 31,  1998,  had an  accumulated  deficit of  $8,444,858.  The



                                       17

<PAGE>

accumulated  deficit reflects losses associated with the development and startup
of  operations  and  significant  costs for  research  and  development  for our
propriety job-search technology and training system. This technology will enable
us to effectively service a large volume of customers in each office and provide
a  model  to  expand  the  operations  into s  other  locations.  We  have  also
experienced  losses from interest  expense  associated  with the large amount of
debt the Company carries with high interest rates.

At  December  31,  1998,  we had a  working  capital  deficit  of  approximately
$6,200,572.  This  working  capital  deficit is a result of our need to fund our
operating losses primarily  through  short-term  borrowings.  The interest rates
associated with these short-term  borrowings are significantly higher than prime
interest rates.

Subsequent  to  year-end we were  declared  effective  with our  initial  public
offering. The initial public offering provides for the sales of 2,500,000 shares
of the  Company's  common stock,  at a price of $5.00 per share.  The offer also
provides for the sale of bonds of $3,000,000.  The Company has until October 28,
1999, or until the Company terminates the offering, to sell the securities.  The
proceeds from the offering will primarily be used to pay off high-interest debts
thereby  reducing  interest  costs. It is unknown what proceeds will actually be
raised in the offering.

If a substantial  amount of equity is not raised in the initial public offering,
the Company  will be required to continue to pay large  amounts of interest  and
fund its cash needs from additional  borrowings.  There is no assurance that the
Company will be able to borrow additional funds.

As  contained  in the report of our  Independent  Auditor  dated April 22, 1999,
covering the year ended December 31, 1998 and 1997,  there is substantial  doubt
of The Murdock Group's ability to continue as a going concern.


Capital Expenditures

The Company  purchased  $411,258 of property and equipment during the year ended
December,  31, 1998,  primarily for expanding offices to accommodate  growth and
opening a new branch office in Seattle, Washington.


Inflation and year 2000 issues

Inflation  has not had and is not expected to have a  significant  impact on our
operations.

We have  evaluated our  information  technology  for Year 2000 issues and do not
anticipate any material disruption in our operations.




Item 7. Financial Statements

Please refer to the Financial Statements included separately herein.



                                       18

<PAGE>

Item 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

None.

                                    Part III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act


Directors

KC Thane Holmes,  Director, Chief Executive Officer, age 31. Mr. Holmes received
a B.A.  degree from  Brigham  Young  University  in  Psychology  with a minor in
Business and Accounting in 1992.  Prior to founding  Envision  Career  Services,
L.L.C.  and acquiring The Murdock Group in 1996, he served as a technical  sales
representative  for  Provider  Solutions,  an Elk  Ridge,  Utah  based  software
developer from 1995 to 1996, and an account executive and technical engineer for
Ameritech  Library  Services of Provo,  Utah,  a creator of custom  software for
America's  largest  libraries,  from  1991 to 1995.  He is an owner of Open Seas
Trading Company, a marketing business,  and a former owner of Classic Coupons, a
Provo-based coupon business.

Heather J. Stone, Director,  Chairman of the Board, President, age 30. Ms. Stone
received an M.B.A.  from the University of Phoenix with a focus on marketing and
strategic  planning in 1992, and a B.A. in English from Brigham Young University
in 1990.  She served as Director of Product  Management  for  ViewSoft,  Inc., a
Provo-based  software  firm,  from 1994 to 1996,  and a Product Line Manager for
Novell, Inc., a networking software firm, for several years. She was a technical
writer for Clyde Digital Systems (RAXCO), an Orem,  Utah-based software company,
from 1987 to 1991. She has  contributed  articles to technical  journals and won
several writing awards.

Mr. Holmes and Mrs. Stone are brother and sister. Directors serve for a one year
term.


Executive officers

The backgrounds of our CEO, KC Holmes, and our President,  Heather Stone, appear
in "Directors"  above.  Additional  officers serve at the pleasure of the board,
and include the following:

O. Richard Flack,  Vice  President of  Operations,  age 54. Prior to joining The
Murdock  Group,  Mr.  Flack  received  a B.A.  in  Marketing  in 1966  from  the
University of Utah, and served as General  Manager of Valley Fair Mall from 1968
to 1997. He served as the president of the West Valley Area Chamber of Commerce.
Mr.  Flack  joined The Murdock  Group in June,  1997,  after  going  through The
Murdock Group program as a client.

Chris L. Kenney,  General  Manager of Salt Lake City Office,  age 36. Mr. Kenney
earned  degrees in Data  Processing  from Utah  Technical  College in 1984,  and
Information  Management  from  Brigham  Young  University  in 1987.  He  managed
operations in customer  support and third-party  sales for Clyde Digital Systems
from 1987 to 1990,  in sales for Fresh  Technology  Group from 1990 to 1991,  in
product  management  for  Raxco/Axent  Technologies  from  1993 to 1995,  and in
product line management and network  engineering for Ameritech  Library Services
from 1995 to 1998.



                                       19

<PAGE>

Brad L.  Stewart,  Financial  Officer,  age 41.  From  1996 to 1998 he served as
Executive Vice President and Chief Operating Officer of Marker International,  a
public  company.  He directed  Marker's  initial public offering and a secondary
offering  while serving as its Vice President and Chief  Financial  Officer from
1991 to 1996. From 1986 to 1991 he was a manager in the audit  department in the
Phoenix, Arizona office of Arthur Andersen, after serving as a senior accountant
in its  Atlanta,  Georgia  office  from  198 to  1986.  He  received  a B.S.  in
accounting from Brigham Young  University in 1983. Mr. Stewart began work at the
Murdock  Group on October  16,  1998,  and was  appointed  The  Murdock  Group's
principal financial officer on February 1, 1999.

Christopher E. Leonard,  Chief Information Systems Officer,  age 25. Mr. Leonard
received a B.S. in English with a minor in  Philosophy  from the  University  of
Puget Sound in Tacoma,  Washington in 1995. He co-founded Coastlink Corporation,
a corporate  Internet  Service  Provider in Salt Lake City, Utah, in 1996. Later
that year he began  Coastlink  Consulting,  a  network  consulting  company.  He
specializes in the use of technology to gather,  organize,  store and distribute
all types of information.

Stanford S. Smith, In-house General Counsel, age 54. Mr. Smith obtained his J.D.
degree from the  University  of Utah College of Law in 1971,  and has  practiced
corporate law in the Salt Lake City, Utah area since that time, with an emphasis
in the  legal  issues  related  to  high-growth  companies.  He has  served as a
lecturer in strategic  planning for the  international  consulting firms Shipley
Associates  and James A. Bent & Associates.  Mr. Smith is a former member of the
Utah House of Representatives, and a former adjunct professor of business law at
the University of Utah College of Business.


Section 16(a) Beneficial Ownership Reporting Compliance

No person  who,  at any time during the fiscal  year,  was a director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of
the  registrant  failed to file on a timely  basis  reports  required by section
16(a) of the  Exchange  Act during the most recent  fiscal year or prior  fiscal
years.



Item 10. Executive Compensation.

The table below sets forth 1998  compensation  for our CEO and the only  officer
who made more than $100,000 for that year:


         Principal Position and Name           Year          Salary

         CEO, KC Holmes                        1998         $81,692

         General Counsel, Stanford Smith       1998        $124,615



Item 11. Security Ownership of Certain Beneficial Owners and Management.

The table below sets forth the security  ownership of beneficial  owners of more
than 5% of the Company's shares as of February 1, 1999:



                                       20

<PAGE>

<TABLE>
<CAPTION>
Title of Class                 Name & address of               Amount and nature          Percent of class
                               beneficial owner               of beneficial owner

<S>                      <C>                                        <C>                          <C>  
Class A common           KC Holmes, 5395 South Commerce Dr.,        3,038,842                    35.8%
voting shares            #300, SLC, UT 84107

Class A common           Heather Stone, 5395 South Commerce         3,038,842                    35.8%
voting shares            Dr., #300, SLC, UT 84107

Class A common           Stanford Smith, 5395 South Commerce          612,718                     7.2%
voting shares            Dr., #300, SLC, UT 84107

The  following  table  describes  the  security  ownership of  management  as of
February 1, 1999:

Title of Class                 Name & address of               Amount and nature          Percent of class
                               beneficial owner               of beneficial owner

Class A common           KC Holmes, 5395 South Commerce Dr.,        3,038,842                    35.8%
voting shares            #300, SLC, UT 84107

Class A common           Heather Stone, 5395 South Commerce         3,038,842                    35.8%
voting shares            Dr., #300, SLC, UT 84107

Class A common           Stanford Smith, 5395 South Commerce          612,718                     7.2%
voting shares            Dr., #300, SLC, UT 84107

Class A common           Directors and executive officers as a      7,104,202                    83.7%
voting shares            group
</TABLE>

Item 12. Certain Relationships and Related Transactions

KC Holmes,  a director and officer of the Murdock Group,  owed the Murdock Group
$66,358  and  $277,824  as  of  December  31,  1997,   and  December  31,  1998,
respectively.  This open loan bears interest at 8%, has no maturity date, and is
based on an oral agreement.  We have provided an allowance for these  receivable
amounts.

Heather  Stone,  a director and officer of the Murdock  Group,  owed the Murdock
Group  $19,737 and  $96,803 as of  December  31,  1997 and  December  31,  1998,
respectively.  This open loan bears interest at 8%, has no maturity date, and is
based on an oral agreement.  We have provided an allowance for these  receivable
amounts.

During the Year ended December 31, 1998, we borrowed  $70,000 from Scott Holmes,
a brother to both KC Holmes and Heather Stone, who are directors and officers of
the Murdock Group.  This amount was  outstanding at December 31, 1998, and bears
interest at approximately 18%.

We regularly purchase computer hardware,  software,  and services from Coastlink
Consulting,  which is a sole proprietorship registered in the State of Utah. The
owner of  Coastlink  Consulting  is Chris  Leonard  who is also an  officer  and
employee of the Murdock Group. The amounts paid to Coastlink  Consulting for the
years ended  December 31, 1997 and for the year ended  December  31, 1998,  were
$68,495 and $7,102, respectively.

We have a  revolving  line of credit  with  interest  at a rate of 10%  annually
calculated on month end outstanding balances,  with Open Seas Trading Company, a
Utah  corporation.  Open Seas is owned 38% by KC Holmes  who is a  director  and
officer of the Murdock Group. As of December 31, 1997 Open Seas owed the Murdock
Group  $28,846,  and as of December  31,  1998 The Murdock  Group owed Open Seas
$339,789.



                                       21

<PAGE>

In each of these  related  party  transactions,  terms were as  favorable to the
issuer as those generally available from unaffiliated third parties.

The Company was  indebted to employees  $340,000,  $0, and $0 as of December 31,
1998, 1997 and 1996, respectively,  relating to a private placement offering and
owed the parents of an employee  $48,189 for funds advanced to the Company under
a line of credit arrangement as of December 31, 1998


Item 13. Exhibits and Reports on Form 8-K.

No reports on Form 8-K were filed during 1998.



                                       22

<PAGE>

                                   Signatures

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

The Murdock Group Career Satisfaction Corporation

Dated this 28th day of April, 1999



/s/ KC Holmes
-----------------------------------------------
By  KC Holmes, CEO


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Dated this 28th day of April, 1999


/s/ KC Holmes
-----------------------------------------------
By  KC Holmes, CEO


/s/ Heather Stone
-----------------------------------------------
By  Heather Stone, President


/s/ Brad Stewart
-----------------------------------------------
By  Brad Stewart, CFO



                                       23

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                              FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED

                        DECEMBER 31, 1998, 1997 AND 1996

                                  TOGETHER WITH

                          INDEPENDENT AUDITOR'S REPORT








                                       F-1

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION



                                Table of Contents

                                                                 Page
                                                                 ----

Independent Auditor's Report                                      F-3

Consolidated Balance Sheets                                  F-4, F-5

Consolidated Statements of Operations                             F-6

Consolidated Statement of Stockholders' Equity                    F-7

Consolidated Statements of Cash Flows                             F-8

Notes to Consolidated Financial Statements                  F-9, F-27







                                       F-2

<PAGE>

Independent Auditor's Report
----------------------------


Board of Directors
THE MURDOCK GROUP
CAREER SATISFACTION CORPORATION


I have  audited the  consolidated  balance  sheets of The Murdock  Group  Career
Satisfaction  Corporation  as of  December  31,  1998 and  1997 and the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years ended December 31, 1998 and 1997 and from  inception  (August 5, 1996)
to December 31, 1996. These financial  statements are the  responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion  on  the
financial statements based on my audit.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  consolidated  financial  position of The Murdock Group
Career  Satisfaction  Corporation,  as of  December  31,  1998  and 1997 and the
consolidated  results of their  operations  and their cash flows for the periods
indicated, in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has  experienced a consolidated  net loss of
$6,576,706 for the year ended December 31, 1998 and has incurred substantial net
losses since its inception.  At December 31, 1998 and December 31, 1997, current
liabilities exceed current assets by $6,200,572 and $1,140,334 respectively, and
total   liabilities   exceed  total  assets  by   $7,531,443   and   $1,868,152,
respectively.  These  factors,  and  the  others  discussed  in  Note  8,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The consolidated financial statements do not include any adjustments relating to
the  recoverability  and  classification  of recorded assets, or the amounts and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.



David T. Thomson, P.C.



Salt Lake City, Utah
April 22, 1999









                                       F-3
<PAGE>

<TABLE>
                               THE MURDOCK GROUP
                        CAREER SATISFACTION CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                        As of December 31, 1998 and 1997


<CAPTION>

                                     ASSETS
                                                                                         1998           1997
                                                                                   -----------    -----------
CURRENT ASSETS
<S>                                                                                <C>            <C>        
     Cash and cash equivalents                                                     $     4,289    $     1,604
     Current portion of contracts receivable - Note 3                                  543,344        381,955
     Current portion of contracts receivable - related parties                           2,482          5,273
     Prepaid expenses and other                                                         23,857         23,402
     Current portion of amounts due from related parties - Note 9                       84,594          1,800
     Deferred offering costs                                                           153,659            --
                                                                                   -----------    -----------

               Total current assets                                                   812,225         414,034
                                                                                   -----------    -----------
PROPERTY AND EQUIPMENT, at cost
     Computer equipment                                                                247,573         83,291
     Equipment, furniture and fixtures                                                 162,014         88,915
     Leasehold improvements and other                                                   75,506          4,195
     Property and equipment held under capital leases                                 362,208         259,642
                                                                                   -----------    -----------
                                                                                       847,301        436,043

     Less: accumulated depreciation and amortization                                  (161,545)       (39,875)
                                                                                   -----------    -----------

               Total property and equipment, net                                       685,756        396,168
                                                                                   -----------    -----------

OTHER ASSETS
     Contracts receivable - less current portion - Note 3                              170,958        427,917
     Contracts receivable - related party - less current portion                           --           7,033
     Intangible assets, net - Note 2                                                    53,054         59,294
     Deposits and other assets                                                         311,378         38,618
     Investments and other assets                                                       25,000         25,000
     Amounts due from related parties, net - Note 9                                      1,583         28,846
                                                                                   -----------    -----------

               Total Other Assets                                                      561,973        586,708
                                                                                   -----------    -----------

TOTAL ASSETS                                                                       $ 2,059,954    $ 1,396,910
                                                                                   ===========    ===========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       F-4
<PAGE>

<TABLE>
                               THE MURDOCK GROUP
                        CAREER SATISFACTION CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                        As of December 31, 1998 and 1997



                      LIABILITIES AND STOCKHOLDERS EQUITY
<CAPTION>

                                                                                       1998          1997
                                                                                   -----------   ----------- 
<S>                                                                                <C>           <C>        
CURRENT LIABILITIES
     Accounts payable                                                              $   349,168   $   249,346
     Accrued payroll costs and wages payable                                           276,139       201,620
     Short-term debt - Note 15                                                       3,466,700       113,000
     Short-term debt - related parties - Note 16                                       642,289       128,571
     Current portion of long-term debt - Note 17                                       858,316        18,307
     Current portion of long-term debt - related parties - Note 18                     203,100           --
     Current portion of obligation under capital leases - Note 7                       110,002        59,066
     Other accrued liabilities                                                         942,312        40,144
     Unearned revenue - Note 2                                                         164,771       744,314
                             -                                                         

          Total current liabilities                                                  7,012,797     1,554,368
                                                                                   -----------   -----------

LONG-TERM LIABILITIES
     Long-term debt - Note 17                                                        1,943,068     1,563,420
     Long-term debt-related parties - Note 18                                          185,089           --
     Convertible debenture - Note 13                                                   265,000           --
     Obligations under capital leases - Note 7                                         185,443       147,274
                                                                                   -----------   ----------- 
          Total long-term liabilities                                                2,578,600     1,710,694
                                                                                   -----------   ----------- 

COMMITMENTS AND CONTINGENCIES - Note 6

STOCKHOLDERS'  EQUITY (DEFICIT)
Common Stock - Class A, no par value, 100,000,000 shares
        authorized; 8,488,240, and 9,880,000 shares
         issued and outstanding, respectively                                          913,460           988
Common Stock - Class B, no par value, no shares issued and
        outstanding                                                                        --            --
Treasury Stock Class A Common - 2,000,000 Shares                                           (45)          --
Accumulated Deficit                                                                 (8,444,858)   (1,869,140)
                                                                                   -----------   ----------- 

            Total stockholders' equity (deficit)                                    (7,531,443)   (1,868,152)
                                                                                   -----------   ----------- 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 2,059,954   $ 1,396,910
                                                                                   ===========   ===========
</TABLE>






                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       F-5



<PAGE>

<TABLE>

                                         THE MURDOCK GROUP
                                  CAREER SATISFACTION CORPORATION

                               CONSOLIDATED STATEMENTS OF OPERATIONS

                         For the Years Ended December 31, 1998 and 1997 and
                     from August 5, 1996 (inception) through December 31, 1996

<CAPTION>



                                                          1998           1997          1996
                                                      -----------    -----------    ----------- 


<S>                                                   <C>            <C>            <C>        
SERVICE REVENUES, inclusive of interest charged       $ 2,852,705    $   694,093    $    33,662
     Less:  Contract cancellations                       (809,575)      (101,543)        (3,665)
               Contract discounts                        (334,075)       (40,720)        (2,541)
                                                       -----------    -----------    ----------- 
              Total, net                               1,709,055        551,830         27,456

DIRECT COST OF SERVICES                                 2,028,404        667,402         46,163
                                                      -----------    -----------    ----------- 
               Gross profit (loss)                       (319,349)      (115,572)       (18,707)
                                                      -----------    -----------    ----------- 
OPERATING EXPENSES
     Selling, General and administrative                2,908,854        704,566         70,810
     New products research and development                883,967        556,854         37,904
     Depreciation and amortization                        117,440         32,796          2,578
                                                      -----------    -----------    ----------- 
          Total operating expenses                      3,910,261      1,294,216        111,292
                                                      -----------    -----------    ----------- 
INCOME (LOSS) FROM OPERATIONS                          (4,229,610)    (1,409,788)      (129,999)
                                                      -----------    -----------    ----------- 
OTHER INCOME (EXPENSE)
     Interest expense                                  (1,836,723)      (248,387)        (9,893)
     Other Income                                          79,409            126            112
     Non-trade receivables write-off and other, net      (589,782)       (70,323)          --
                                                      -----------    -----------    ----------- 
          Total, net                                   (2,347,096)      (318,584)        (9,781)
                                                      -----------    -----------    ----------- 
NET INCOME (LOSS)                                     $(6,576,706)   $(1,728,372)   $  (139,780)
                                                      -----------    -----------    ----------- 
EARNINGS PER SHARE                                    $     (0.74)   $     (0.17)   $     (0.01)
                                                      -----------    -----------    ----------- 
WEIGHTED AVERAGE CLASS A SHARES                         8,887,000      9,880,000      9,880,000
                                                      -----------    -----------    ----------- 
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       F-6


<PAGE>

<TABLE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                 For the Year Ended December 31, 1998 and 1997,
            and From August 5, 1996 (Inception) to December 31, 1996
<CAPTION>

                                                                                  Common Stock - Class A
                                                                 --------------------------------------------------
                                                                  Number of                 Number of
                                                                   shares        Amount      shares         Amount
                                                                 outstanding                treasury                  Accum. Deficit
                                                                 ----------    ----------  ----------     ----------   -----------

<S>                                                               <C>          <C>         <C>            <C>          <C>
BALANCE, August 5, 1996 (Inception)                                    --      $    --          --        $    --      $      --

* Shares issued to initial stockholders at incorporation          9,880,000          988        --             --             (988)

Net loss                                                               --           --          --             --         (139,780)
                                                                 ----------    ----------  ----------     ----------   -----------
BALANCE, December 31, 1996                                        9,880,000          988        --             --         (140,768)

Net loss                                                               --           --          --             --       (1,728,372)
                                                                 ----------    ----------  ----------     ----------   -----------
BALANCE, December 31, 1997                                        9,880,000          988        --             --       (1,869,140)

* Shares issued pursuant to offering of promissory notes at a
     value of $.01 per share during January 1998                    150,000        1,500        --             --             --

* Cancellation of treasury shares, February 1998 at $.0001
     per share                                                      (29,700)          (3)       --             --             --

* Shares issued to two individuals for services rendered at
     $.01 per share                                                  48,000          200        --             --             --

* Cancellation of treasury shares, March 1998 at $.0001
      per share                                                     (20,000)          (2)       --             --             --

* Shares issued to trusts at $.01 per share                          25,000          250        --             --             --

* Cancellation of treasury shares at $.0001
     per share                                                      (25,000)          (2)       --             --             --

* Issuance of shares in exchange for members
    interest in LLC                                               8,205,800         --          --             --             --

* Cancellation of shares received and dissolution
     of LLC                                                      (8,205,800)        (821)       --             --              988

Repurchase of shares from initial stockholder at $.0001
     per share                                                     (800,000)        --       800,000            (80)          --

Shares issued to employees as bonus at $.0001
     per share                                                       49,500         --       (49,500)             5           --

Shares issued to an individual at $1.20
     per share                                                      300,000      360,000    (300,000)            30           --

Shares issued to an individual for cash and subscription
     agreement at $1.20 per share                                   375,940      450,000        --             --             --

Shares issued to an individual pursuant to employment
     agreement at $1.20 per share                                    84,000      101,350        --             --             --

Shares contributed to treasury by                                (1,549,500)        --     1,549,500           --             --
     initial stockholders

Net Loss                                                               --           --          --             --       (6,576,706)
                                                                 ----------    ----------  ----------     ----------   -----------

BALANCE, December 31, 1998                                        8,488,240    $ 913,460   2,000,000      $     (45)   $(8,444,858)
                                                                  =========    =========   =========      =========    =========== 
</TABLE>
* After the effect of recapitalization

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       F-7


<PAGE>

<TABLE>

                                      THE MURDOCK GROUP
                               CAREER SATISFACTION CORPORATION

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the Years Ended December 31, 1998 and 1997,
                   and From August 5, 1996 (Inception) to December 31, 1996
<CAPTION>



                                                                           1998          1997             1996
                                                                       -----------    -----------    ----------- 

<S>                                                                   <C>            <C>              <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                         $ (6,576,706)  $ (1,728,372)    $ (139,780)
     Adjustments to reconcile net loss to net cash used
          in operating activities
               Nonmonetary stock transactions                              463,415           --             --
               Depreciation and amortization                               139,433         45,550          3,581
           Change in operating assets and liabilities
               Contracts receivable                                         95,570       (748,427)      (161,445)
               Contracts receivable - related party                          9,824        (10,061)        (2,245)
               Prepaid expenses and other                                     (455)       (16,473)        (6,929)
               Amounts due from related parties - current                  (82,794)        (1,800)          --
               Deferred Offering Costs                                    (153,659)          --             --
               Intangible assets                                           (11,523)          (550)       (68,000)
               Deposits and other assets                                  (272,760)       (33,588)        (5,030)
               Amounts due from related parties                             27,263        (19,406)        (9,440)
               Accounts payable                                             99,822        225,369         23,977
               Accrued payroll costs and wages                              74,519        194,123          7,497
               Other accrued liabilities                                   902,168         34,009          6,135
               Unearned revenue                                           (579,543)       667,268         77,046
                                                                       -----------    -----------    ----------- 
                 Net cash used in operating activities                  (5,865,426)    (1,392,358)      (274,633)
                                                                       -----------    -----------    ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                                  (411,258)      (417,432)       (18,611)
     Investments in securities and investment trust                           --          (25,000)          --
                                                                       -----------    -----------    ----------- 
                 Net cash used in investing activities                    (411,258)      (442,432)       (18,611)
                                                                       -----------    -----------    ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from debt                                                  9,912,672      2,028,402        284,521
     Principle payments on debt                                         (4,083,303)      (198,002)       (85,283)
     Proceeds from sale of stock                                           450,000           --             --
                                                                       -----------    -----------    ----------- 
                 Net cash provided by financing activities               6,279,369      1,830,400        199,238
                                                                       -----------    -----------    ----------- 
NET INCREASE IN CASH AND CASH EQUIVALENTS                                    2,685         (4,390)       (94,006)

CASH AND CASH EQUIVALENTS - BEG OF PERIOD                                    1,604          5,994           --
                                                                       -----------    -----------    ----------- 
CASH AND CASH EQUIVALENTS - END OF PERIOD                              $     4,289    $     1,604    $   (94,006)
                                                                       -----------    -----------    ----------- 

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the year for:
          Interest                                                     $ 1,021,236    $   218,506    $    26,632
                                                                       -----------    -----------    ----------- 
          Income taxes                                                 $      --      $      --      $      --
                                                                       -----------    -----------    ----------- 
SUPPLEMENTAL DISCLOSURES OF NONCASH
     INVESTING AND FINANCING ACTIVITIES
          Stock issued as compensation                                 $   461,350
                                                                       -----------
          Stock issued as debt issue cost                              $     1,500
                                                                       -----------
          Debt exchange for corporate promissory notes                 $   150,000
                                                                       -----------

</TABLE>


                 The accompanying notes are an integral part of
                           these financial statements

                                       F-8



<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

         The Murdock Group Career  Satisfaction  Corporation  (the Company) is a
         job-search and employment  training company.  The Company is focused to
         service  professionals  with five or more years of  experience  who are
         dissatisfied with their career direction or current job situation.  The
         Company offers job-search training workshops,  consultants and coaches,
         and access to a job-search  resource center.  The Company also provides
         full-service  hiring assistance,  including training,  recruiting,  and
         outplacement to  corporations.  The Company's main office is located in
         Salt  Lake  City,  Utah.  The  Company  also has  offices  in  Seattle,
         Washington  and Portland,  Oregon.  Substantially  all of the Company's
         revenue is from the services  described  above.  At its inception,  the
         Company purchased assets, a copyright, rights to the business name, and
         miscellaneous  intangible assets from an individual operating as a sole
         proprietorship DBA The Murdock Group.

         Envision Career Services LLC. DBA The Murdock Group (Envision), owned a
         majority  share of the  corporation  prior to the business  combination
         with  the  Company  and  Envision's  dissolution.  Envision  originally
         conducted the business activities explained above which now continue in
         the surviving corporate entity.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         Consolidation  principles  - The  accompanying  consolidated  financial
         statements  include the  accounts of the  Companies  as outlined in the
         business combination as explained in note 4. Intercompany  transactions
         and balances have been eliminated in consolidation.

         Net income per share - The  computation  of net income (loss) per share
         of  common  stock is based on the  weighted  average  number  of shares
         outstanding during the period presented.

         Revenue Recognition - The Company provides services under various types
         of contracts.  Revenue is  recognized as service is rendered,  based on
         the contract  type.  In August 1998,  the Company began the delivery of
         its  new  product,   The  Job  Search  System.   The  Company  delivers
         approximately  85% of its service within 30 days of the signed contract
         for this service. The Company provides approximately 15% of its service
         equally over the next 90 days. Accordingly,  the Company recognizes 85%
         of the  revenue on these  contracts  in the month of sale,  and 5% each
         month for the following three months.

         Previously, the Company sold services using various types of contracts.
         These contracts were One Year Contracts,  Flex Contracts, and Guarantee
         Contracts.  At December 31,  1998,  all revenue  associated  with these
         various types of contracts had been recognized.

         Unearned revenue for the Company's contracts were $164,771 and $744,314
         for the years ended December 31, 1998 and 1997.



                                       F-9
<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         Revenue is  recognized  completely  in the month it is earned for those
         services  requiring  less than one month to complete.  Cash  discounts,
         cancellations,  and write-offs are recognized based on certain criteria
         such as time since last payment made,  cancellation requests negotiated
         and granted, and contract price reduction due to early cash payment.

         Cash  and  Cash  Equivalents  - The  Company  considers  highly  liquid
         investments  with an original  maturity  of three  months or less to be
         cash and cash  equivalents.  Cash and cash  equivalents are recorded at
         cost, which approximates market value.

         Property and  Equipment - Property and equipment are stated at cost and
         depreciated using the straight-line  method over their estimated useful
         lives.  Leasehold  improvements  are  amortized  over the  terms of the
         respective  leases  or the  estimated  economic  lives  of the  assets,
         whichever is shorter.  The depreciation and amortization periods are as
         follows:

                  Computer equipment and software             3-5 years
                  Office equipment                              5 years
                  Art, furniture and fixtures                   7 years
                  Leasehold improvements and other              5 years

         Certain  art  works  are  artist  originals  and  may  or  may  not  be
         depreciated.

         Upon  retirement or other  disposition of property and  equipment,  the
         cost and related accumulated  depreciation and amortization are removed
         from the accounts.  The resulting  gain or loss is reflected in income.
         Major renewals and betterments are capitalized while minor expenditures
         for maintenance and repairs are charged to expense as incurred.

         Intangible  Assets - Intangible assets consist of the following amounts
         as of and December 31, 1998 and 1997:

                                                         1998             1997
                                                         ----             ----

         Miscellaneous intangibles                    $ 15,000         $ 15,000
         Copyright                                      53,000           53,000
         Organization Costs                                550              550
         Debt issue costs                               11,523             --
                                                      --------         --------

         Total                                          80,073           68,550
         Less: Accumulated Amortization                (27,019)          (9,256)
                                                      --------         --------

                                                      $ 53,054         $ 59,294
                                                      ========         ========

         Goodwill and organization  costs are amortized using the  straight-line
         method over 5 years. The copyright is amortized using the straight-line
         method  over 15  years.  Debt  issue  costs  are  amortized  using  the
         straight-line method over 2 years.



                                      F-10

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -CONTINUED

         Accounting  for the  Impairment  of  Long-Lived  Assets  - The  Company
         accounts  for  impairment  of  long-lived  assets  in  accordance  with
         Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  121,
         "Accounting for the Impairment of long-lived  Assets and for long-lived
         Assets to be Disposed of." SFAS 121 requires that long-lived  assets be
         reviewed for  impairment  whenever  events of changes in  circumstances
         indicate that the book value of the asset may not be  recoverable.  The
         Company  evaluates  at each  balance  sheet  date  whether  events  and
         circumstances  have  occurred  that indicate  possible  impairment.  In
         accordance  with SFAS No.  121,  the  Company  uses an  estimate of the
         future  undiscounted  net cash  flows of the  related  assets  over the
         remaining life in measuring whether the assets are recoverable.


         Income  Taxes -  Income  taxes  are  provided  for the tax  effects  of
         transactions  reported in the financial statements and consist of taxes
         currently  due plus  deferred  income  taxes  related  primarily to the
         difference  between the corporation  reporting income on the cash basis
         for tax  purposes and the  reporting of income on the accrual  basis of
         accounting  for financial  statement  purposes.  Deferred  income taxes
         represent   the  future   income  tax   consequence   of  those  timing
         differences, which will in the future be taxable or deductible when the
         assets or liabilities are recovered or settled.

         Concentrations  of Credit Risk - The  Company's  financial  instruments
         that potentially  subject the Company to  concentrations of credit risk
         consist principally of cash, contracts receivable, and loans to related
         parties. In the normal course of business,  the Company provides credit
         terms  to  its  customers.   The  Company   performs  on  going  credit
         evaluations  of its  customers and  maintains  allowances  for possible
         losses, but typically does not require collateral.

         Research and  Development  Costs - Research and  Development  costs are
         expensed as incurred.

         Reclassification  - Certain accounts have been  reclassified to conform
         with current presentations.

NOTE 3 - CONTRACTS RECEIVABLE - NON RELATED

         Contracts receivable consists of the following at December 31,

                                          1998              1997
                                          ----              ----
           CURRENT
           Contracts Receivable      $      722,072  $       457,732
           Write-Off Allowance             (178,728)         (75,777)
                                     --------------   --------------
              Net                    $      543,344  $       381,955
                                     ==============   ==============


           NON-CURRENT
           Contracts Receivable      $      227,230  $       516,009
           Write-Off Allowance              (56,272)         (88,092)
                                     --------------   --------------
              Net                    $      170,958  $       427,917
                                     ==============   ==============

           TOTAL
           Contracts Receivable      $      949,302  $       973,741
           Write-Off Allowance             (235,000)        (163,869)
                                     --------------   --------------
              Net                    $      714,302  $       809,872
                                     ===============  ===============


                                      F-11

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4 - BUSINESS COMBINATION

         Effective May 31, 1998,  the members of the limited  liability  company
         (Envision)  exchanged their membership  interest for shares of stock in
         The Murdock Group Career  Satisfaction  Corporation  (Murdock),  a Utah
         Corporation.  Envision's  members  conveyed  all  of  their  membership
         interest to Murdock in exchange for 8,205,800  shares of Murdock stock.
         As a result of the  transaction,  Envision's  membership  interests  in
         Envision were terminated and Envision was dissolved. As a result of the
         exchange, a majority of Murdock stock was owned by Envision members and
         they assumed the  operating  control of the combined  entity,  Murdock.
         Where the ownership and operating control in the combined entity reside
         in  shareholders  of  the  acquired  corporation,   generally  accepted
         accounting principles require that Envision be treated as the purchaser
         for accounting  presentation.  The business combination of Murdock with
         Envision was accounted for as a  combination  of entities  under common
         control,  similar  to a pooling of  interests.  No  acquired  assets or
         liabilities  were  adjusted to fair value.  Murdock had no operating or
         material assets or liabilities prior to May 31, 1998, and the financial
         statements  are  essentially  the  historical  financial  statements of
         Envision.  Envision's  equity has been  adjusted  to reflect  the above
         accounting  treatment,  therefore,   consolidated  historical  data  of
         Envision from inception has been combined and shown in these  financial
         statements.

NOTE 5 - INVESTMENTS AND OTHER ASSETS

         The securities  investments held by the Company have been classified as
         available-for-sale  securities.  Securities  are recorded at fair value
         and are recorded in the  investments  and other  assets  section on the
         balance sheet.  Any change in the fair value of the  securities  during
         the  periods  shown is  excluded  from  earnings  and is  recorded as a
         separate  component  of  equity.  The  Company  paid  nothing  for  the
         securities  held  and  it is  believed  that  the  fair  value  of  the
         securities  at the periods  shown was also zero. No change in value has
         been recorded in the financial  statements  and there are no unrealized
         holding gains or losses.

         The Company has a 10%  interest  in a trust that  engages in  investing
         activities. It paid $25,000 for its ownership interest.  Investments in
         companies or entities in which the Company has less than a 20% interest
         are  carried  at cost.  Dividends  received  from those  companies  are
         included in other income.

NOTE 6 - NONCANCELABLE OPERATING LEASES

         The  Company  leases  office  facilities  and  office  equipment  under
         noncancelable operating leases.

         Future minimum lease payments under noncancelable  operating leases are
         as follows:

                Year Ending December 31,              Amount
                ------------------------              ------
                1999                               $    543,681
                2000                                    393,260
                2001                                    394,881
                2002                                    401,055
                2003                                    229,810
                Thereafter                                  -- 
                                                   --------------
                                                   $  1,962,687
                                                   ==============


          Facility rental expense for the periods ending December 31, 1998, 1997
          and  1996  totaled  approximately   $494,258,   $135,146,  and  $7,735
          respectively. 

                                      F-12

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - CAPITAL LEASES

         The Company is the lessee of computer  software,  hardware,  and office
         furniture and fixtures under capital leases. The assets and liabilities
         under capital  leases are recorded at the lower of the present value of
         the minimum lease  payments or the fair value of the asset.  The assets
         are  amortized (or  depreciated)  over the lower of their related lease
         terms  or  their   estimated   productive   lives.   Amortization   (or
         depreciation)   of  assets   under   capital   leases  is  included  in
         depreciation expense for December 31, 1998 and 1997.

         Following  is a  summary  of  property  held  under  capital  leases at
         December 31,

                                                         1998             1997
                                                         ----             ----

         Computer equipment                          $ 107,967        $ 140,256
         Equipment, furniture and fixtures             205,811           70,956
         Leasehold improvements and other               48,430           48,430
                                                     ---------        ---------

                                                       362,208          259,642

         Less: accumulated depreciation and
         Amortization                                  (67,851)         (20,295)
                                                     ---------        ---------

                                                     $ 294,357        $ 239,347
                                                     =========        =========






         Minimum future lease payments under capital leases for each of the next
         five years and in the aggregate at December 31, 1998 are:

           Fiscal Year Ending December 31,                 
                    1999                                      $       168,455
                    2000                                              135,800
                    2001                                               57,294
                    2002                                               28,321
                    2003                                               11,374
                    Thereafter                                          3,792
                                                              ---------------

           Total Minimum Lease Payments                               405,036
           Less: Executory Costs                                          --

           Net minimum lease payments                                 405,036
           Less: Amount representing interest                        (109,591)

           Present value of net minimum lease payments                295,445
           Less: Current Portion                                     (110,002)

           Long-term portion                                  $       185,443
                                                              ===============


          Interest  rates  on  capitalized  leases  average  28% to 32%  and are
          imputed based on the lower of Company's  incremental borrowing rate at
          the inception of each lease or the lessor's implicit rate of return.

                                      F-13

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - GOING CONCERN

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  which  contemplates
         continuation  of the Company as a going concern.  However,  the Company
         has  sustained  substantial   operating  losses  since  inception.   In
         addition,  the Company has used substantial  amounts of working capital
         in its  operations.  Further,  December  31,  1998  and  1997,  current
         liabilities   exceed   current  assets  by  $6,200,572  and  $1,140,334
         respectively,  and total liabilities  exceed total assets by $7,531,443
         and $1,868,152, respectively.

         In view of these matters,  realization of a major portion of the assets
         in  the   accompanying   balance  sheet  is  dependent  upon  continued
         operations  of the  Company,  which  in  turn  is  dependent  upon  the
         Company's ability to meet its financing  requirements,  and the success
         of its future operations.

         Management  believes that a major  contribution  of losses to date were
         incurred  while   developing  the  Company's   proprietary   job-search
         technology  into a training  system  that  serviced a larger  volume of
         customers. The Company has completed development on the training system
         and anticipates that it now has a product that can operate  profitably.
         In  September  1998,  the Company  opened an office in Seattle,  and in
         February,  1999 an office in  Portland.  Other  offices are planned for
         1999.

         The Company  intends to allocate  administrative  costs across multiple
         locations,  thereby  reducing  the  financial  impact of the  Company's
         investment to date in infrastructure items such as computer technology,
         human  resources,  accounting,  and operations  staff.  Management also
         anticipates  a reduction in  cancellations,  discounts,  and write offs
         with the new product.

         To  summarize,   management's   plan  for  overcoming  losses  includes
         increasing  revenues from multiple offices,  allocating  infrastructure
         investment  across  multiple  new  locations,  reducing  cancellations,
         discounts, and write offs, and reducing interest expense.


                                      F-14

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9 - DUE FROM RELATED PARTIES

         Amounts due from related parties consists of the following at  December
         31,

                                                          1998             1997
                                                          ----             ----

Loans to officers and directors.  The
loans are unsecured with interest at 8%                $ 374,627      $  86,095

Less: Allowance for uncollectibility due
to personal guarantees on other Company
debts                                                   (374,627)       (86,095)

Loan due from employee at 6% interest,
due July 14, 2000                                          3,583           --   

Loan to an affiliated company through a
revolving line of credit dated November
30, 1996, interest at 10%, unsecured                        --           28,846

Loan to former employee, unsecured,
non-interest bearing                                      78,000           --   

Employee advances, no interest, unsecured
                                                           4,594          1,800
                                                       ---------      ---------

Total                                                     86,177         30,646

Less: Current portion                                    (84,594)        (1,800)
                                                       ---------      ---------

Long-term portion                                      $   1,583      $  28,846
                                                       =========      =========



NOTE 10 - RELATED PARTY TRANSACTIONS

         KC Holmes,  a director  and  officer of the  Company,  owed the Company
         $66,358 and $277,824 as of December  31,  1997,  and December 31, 1998,
         respectively.  This open loan bears  interest  at 8%,  has no  maturity
         date, and is based on an oral agreement.  We have provided an allowance
         for these receivable amounts.

         Heather Stone, a director and officer of the Company,  owed the Company
         $19,737 and $96,803 as of December  31,  1997 and  December  31,  1998,
         respectively.  This open loan bears  interest  at 8%,  has no  maturity
         date, and is based on an oral agreement.  We have provided an allowance
         for these receivable amounts.



                                      F-15

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - RELATED PARTY TRANSACTIONS - CONTINUED


         During the Year ended December 31, 1998, the Company  borrowed  $70,000
         from Scott Holmes,  a brother to both KC Holmes and Heather Stone,  who
         are directors and officers of the Company.  This amount was outstanding
         at December 31, 1998, and bears interest at approximately 18%.

         The  Company  regularly  purchases  computer  hardware,  software,  and
         services  from  Coastlink  Consulting,  which is a sole  proprietorship
         registered in the State of Utah.  The owner of Coastlink  Consulting is
         also an officer  and  employee  of the  Company.  The  amounts  paid to
         Coastlink Consulting for the years ended December 31, 1997 and December
         31, 1998 were $68,495 and $7,102, respectively.

         Interest paid to related parties for the years ended December 31, 1998,
         1997  and  1996,  was  approximately   $61,542,   $23,670,  and  $3,521
         respectively.

         The Company has a revolving  line of credit with  interest at a rate of
         10% annually  calculated on month end outstanding  balances,  with Open
         Seas Trading Company, a Utah corporation.  Open Seas is owned 38% by KC
         Holmes who is a director and officer of the Company. As of December 31,
         1997 Open Seas owed the Murdock Group  $28,846,  and as of December 31,
         1998 the Company owed Open Seas $339,789.

         The  Company  was  indebted  to  employees  $340,000,  $0, and $0 as of
         December 31, 1998, 1997 and 1996,  respectively,  relating to a private
         placement  offering  and owed the  parents of an  employee  $48,189 for
         funds advanced to the Company under a line of credit  arrangement as of
         December 31, 1998.

         In each of these related party transactions, terms were as favorable to
         the  issuer  as  those  generally  available  from  unaffiliated  third
         parties.

NOTE 11 - PROPOSED PUBLIC OFFERING

         The Company has filed a prospectus for an initial public offering,  and
         such  offering  was given  effective  status on January 28,  1999.  The
         offering  consists  of the sale of  Company  2,500,000  shares  and the
         issuance  of bonds  (repaying  principal  and 15%  interest  compounded
         annually at the end of 4 years). In addition,  four of the corporations
         stockholders are seeking to sell shares. The Company is planning to pay
         a sales  commission  on the sale of its shares  and its  bonds.  Direct
         costs of the offering are estimated to be approximately $200,000. These
         costs will be netted against the proceeds from the offering or expensed
         when the offering is closed.  The shares and bonds issued will be those
         of the corporation  remaining after the business  combination (See Note
         4).

NOTE 12 - EMPLOYEE LEASING COMPANY

         The  Company is not the  employer  of record for the  employees  of the
         Company.  The Company uses an employee  leasing company named Employers
         Solutions Group (ESG).  ESG is the official  employer of record and all
         benefits  are  administered  on its plans.  This  includes,  but is not
         limited to,  medical and dental  insurance,  flex days off,  401k plan,
         cafeteria  plan,  and  all  applicable   payroll  taxes,   filings  and
         notifications. ESG bills the Company for the services it provides.



                                      F-16

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - CONVERTIBLE BONDS

         The Company has sold $265,000 of Convertible  Bonds,  to various trusts
         and others  pursuant to a Regulation D Offering  utilizing a Disclosure
         Memorandum  dated April 29, 1998. The bonds are  convertible to Class A
         common  shares of the Company (the  "Shares")  upon the terms set forth
         below.

         Upon Company receipt of a conversion notice from the bondholder(s), the
         Bond(s) may be converted into Shares only upon the following terms:

         During a 6-month  period  commencing on the public  offering  date, the
         Bonds may be  converted to Shares at a discount of 20% from the average
         Share trading  price during the 30-day period prior to Company  receipt
         of the conversion notice.

         During the period from 7 to 18 months after the public  offering  date,
         the Bonds may be  converted  to  Shares at a  discount  of 10% from the
         average  Share  trading price during the 30-day period prior to Company
         receipt of the conversion notice.

         The Bonds may be converted to Shares only in increments  of $1,000.  No
         fractional Shares will be issued. Converted Bonds will be canceled upon
         issuance of Shares to the converting Bond holder(s).

         The Bonds are  callable by the Company at any time upon 30-day  written
         notice  (the  "Exercise  Period")  to the Bond  holder(s).  During  the
         Exercise  Period such Bond  holder(s) may elect to convert the Bonds to
         Shares upon the discount terms set forth above. If the Company does not
         receive  a  conversion  notice  from  such Bond  holder(s)  within  the
         Exercise  Period,  the Company  shall pay to such holders all principal
         and accrued interest with respect to such Bond(s) within 30 days of the
         end of the Exercise Period.


                                      F-17

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - INCOME TAXES

         The Company's  (benefit)  provision for income taxes for the year ended
         December 31, 1998 consisted of the following:

                                                                  1998
                                                                  ----

           Current:
                    Federal                                      $         0
                    State                                                  0
                                                             ---------------
                                                                           0
           Deferred:                                                       0
                                                             ---------------
                                                                 $         0
                                                             ================



         The  (benefit)  provision  for income taxes as a percentage  of income,
         before provision for income taxes,  differed from the statutory federal
         rate due to the following:

                                                                    1998
                                                                    ----

           Statutory federal income tax rate                           (34.0%)
           Change in deferred tax asset valuation allowance             34.0
                                                             ---------------
                                                                         0.0%
                                                             ================



         The  components of the net deferred tax asset and liability at December
         31, 1998 were as follows:

                                                                    1998
                                                                    ----

           Deferred tax asset:
                    Net operating loss carryforward            $    2,052,792
                    Valuation allowance                            (2,052,792)
                                                               --------------

           Net deferred tax asset                              $            0
                                                               ===============


         The  recognition  of  deferred  tax  assets  is based  upon  judgements
         regarding  the  potential  realization  of such  assets in the  future.
         Management  believes  that  realization  is not assured  therefore  has
         provided an allowance for the entire deferred tax asset.



                                      F-18

<PAGE>

<TABLE>
                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>


NOTE 15 - SHORT-TERM DEBT
                                                                                         Dec. 31,        Dec. 31,
Short-term debt consists of the following:                                                 1998            1997
                                                                                        -----------    ------------

<S>                                                                                       <C>           <C>     
Note with an individual dated December 31, 1997 with interest of $1,000 per
week outstanding. Due January 5, 1998. Secured by a personal guarantee
of officer, director and major shareholder of the company                                 $   --        $ 11,000

Note with a company dated December 20, 1997 with 8%  interest. Due date
February 20, 1998. Unsecured                                                                  --          25,000

Note with an  investment group dated December 30, 1997 with no
interest rate or due date stated. Unsecured                                                   --          12,000

Note with a trust dated November 28, 1997 with 48% interest, due
January 30, 1998. Unsecured                                                                   --          15,000

Note with Trust dated June 10, 1997, 24% interest. Interest only payments
of $1,000 per month for 12 months. Payment of $50,000 due June 10,
1998. Secured by $50,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception                                                       --          50,000

Note with a Trust, dated April 24, 1998, 36% interest. Interest only payments of
$4,500 per month for 12 months. Payment of $150,000 due April 28, 1999 
Secured  by $150,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, renegotiated,
or  written off since the loan inception                                                   150,000          --

Note with a Trust dated January 19, 1998, 36% interest. Interest only payments of
$1,500 per month. Principal due on Demand. Secured by $70,000 in accounts
receivable and personal guarantee of officer, director, and major shareholder of the
Company. Accounts receivable which originally secured this loan may have been paid off,     50,000          --
paid down, renegotiated, or written off since the loan inception 

Note with a Trust dated April 28, 1998, 24% interest. Interest only payments of
$800 per month for 12 months. Payment of $40,000 due April 28, 1999 
Secured by $40,000 in accounts receivable. Accounts receivable which
originally secured  this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception                                                     40,000          --

Note with a Trust dated May 8, 1998, 24% interest. Interest only payments
of $1,000 per month for 12 months. Payment of $50,000 due May 8,1999 
Secured by $50,000 in accounts receivable. Accounts receivable which
originally secured  this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception                                                     50,000          --

Note with a Trust dated May 8, 1998, 24% interest. Interest only payments
of $500 per month for 12 months. Payment of $25,000 due May 8,
1999. Secured by $25,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception                                                     25,000          --

Note with a Trust dated May 13, 1998, 24% interest. Interest only payments of
$500 per month for  12 months. Payment of $25,000 due May 13, 1999
Secured by $25,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception                                                     25,000          --
</TABLE>


                                      F-19

<PAGE>

<TABLE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 15 - SHORT-TERM DEBT - CONTINUED
                                                                                                Dec. 31,        Dec. 31,
Short-term debt consists of the following:                                                        1998            1997
                                                                                             -------------  -------------    

<S>                                                                                            <C>           <C>      
Note with a Trust dated April 3, 1998, 36% interest. Interest only payments of $4,500 per
month for 12 months. Payment of $150,000 due May 31, 1999. Secured by $150,000 in
accounts receivable. Accounts receivable which originally secured this loan may have been
paid off, paid down, renegotiated, or written off since the loan inception.                    $ 150,000     $      --

Note with a Trust dated April 3, 1998, 36% interest. Interest only payments
of $4,500 per month for 12 months. Payment of $150,000 due May 31,
1999. Secured by $150,000 in accounts receivable. Accounts receivable which
originally secured  this loan may have been paid off, paid down, renegotiated,
or  written off since the loan inception.                                                        150,000            --

Note with two individuals dated August 24, 1998 with 24% interest. Interest only payments of
$1,000 per month for 12 months.  Payment of $50,000 due August 24, 1999. Secured by
$50,000 in accounts receivable and personal guarantees by officers, directors, and major
shareholders of the Company. New accounts receivable must be substituted every 4 to 6
weeks as accounts receivable which originally secured this loan become paid off, paid down,
canceled, renegotiated, or written off.                                                           50,000            --

Various notes with a trust at various dates,  36% interest. Interest and principal due on
 demand. Unsecured.  $595,000 was paid subsequent to year-end. Secured by real-estate 
owned by unrelated third party.                                                                1,210,000            --

Note with a Trust dated August 26, 1998, 36% interest. Interest only payments of
$6,000 per month for  4 months. Payment of $200,000 due December 26, 1998
Secured by $200,000 in accounts receivable. Accounts receivable which
originally secured   this loan may have been paid off, paid down, renegotiated,
or written off, since the loan inception. Personally guaranteed by an officer, director
and major shareholder of the Company. This note was paid subsequent to year-end.                 200,000            --

Note with a Company dated September 28, 1998  with 36% interest. Due September 28,
1999. Interest only payments of $2,100 per month for  12 months.
Secured by $70,000 in accounts receivable. Accounts receivable which
originally secured   this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception.                                                          70,000            --

Note with an Individual dated August 11, 1998  with 30% interest. Payment of $22,000 due
August 11, 1999. Interest only payments of $550 per month for  12 months.
Secured by $22,000 in accounts receivable. Accounts receivable which
originally secured   this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception.                                                          22,000            --

Note with an Individual dated August 24, 1998 with 24% interest. Interest only payments of
$778 per month for  12 months. Payment of $38,900 due August 24, 1999. Secured by
$38,900 in accounts receivable and personal guarantees of officers, directors, and major
shareholders of the Company. New accounts receivable must be substituted every 4 to 6
weeks as accounts receivable which originally secured this loan become paid down, paid off,
canceled, renegotiated, or written off.                                                           38,900            --

Note with an individual dated September 21, 1998 with 24% interest. Interest only payments
of $1,200 per month for  12 months. Payment of $60,000 due September 21, 1999.
Secured by $60,000 in accounts receivable and personal guarantees of officers, directors,
and major shareholders of the Company. New accounts receivable must be substituted
every 30 days as accounts receivable which originally secured this loan become paid down,
paid off, canceled, renegotiated, or written off.                                                 60,000            --
</TABLE>


                                      F-20

<PAGE>

<TABLE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 15 - SHORT-TERM DEBT - CONTINUED
                                                                                               Dec. 31,        Dec. 31,
Short-term debt consists of the following:                                                       1998            1997
                                                                                             -------------  -------------    
                                                                                            

<S>                                                                                             <C>          <C>      
Note with an individual dated July 16, 1998 with 24% interest. Interest only payments of $222
per month for 12 months. Payment of $11,100 due July 15, 1999. Secured by $11,100 in
accounts receivable and personal guarantees of officers, directors, and major shareholders
of the Company. New accounts receivable must be substituted every 4 to 6 weeks as
accounts receivable which originally secured this loan become paid down, paid off, canceled,
renegotiated, or written off.                                                                   $ 11,100     $      --

Note with an individual dated September 22, 1998 with 24% interest. Interest only payments
of $300 per month for  12 months. Payment of $15,000 due September 22, 1999
Secured by $15,000 in accounts receivable. Accounts receivable which originally secured this loan
may have been paid off, paid down, renegotiated, or written off since the loan inception.
Personally guaranteed by officers, directors, and major shareholders of the
Company.                                                                                          15,000            --

Note with a Trust dated June 1, 1998, 36% interest. Interest only payments of
$3,000 per month for  12 months. Payment of $100,000 due June 1, 1999
Secured by $100,000 in accounts receivable. Accounts receivable which
originally secured   this loan may have been paid off, paid down, renegotiated,
or written off, since the loan inception. Personally guaranteed by officers, directors
and major shareholders of the Company.                                                           100,000            --

Note with an individual dated September 14, 1998 with 30% interest. Payment of principal
and interest due December 14, 1998. Unsecured. This note was paid subsequent to year-end.         55,000            --

Note with an individual dated September 14, 1998 with 30% interest. Payment of principal
and interest due December 14, 1998. Unsecured. This note was paid subsequent to year-end.         45,000

Note with a company dated December 22, 1998 due June 15, 1999, 36% interest. 
Secured by real property owned by parent of related party. Interest only payment of 
$9,000 per month.                                                                                300,000            --

Note with a trust dated December 9, 1998 with 36% interest,  due February 9, 1999. Interest
only payments of $3,000 per month. This note was paid subsequent to year-end.                    100,000            --

Note with a trust dated December 26, 1998 with 36% interest,  due February 26, 1999. 
Interest only payments of $6,000 per month. Secured by accounts receivable. This note 
was paid subsequent to year-end.                                                                 200,000            --

Note with an individual dated October 29, 1998 for $70,000, 24% interest. Balance at
December 31, 1998 was $26,700. This note was paid subsequent to year-end.                         26,700            --

Note with a company dated December 8, 1998. No stated interest rate. Payment
of $32,571 was made subsequent to year-end for payment in full.                                   30,000            --

Short-term debt obligation with a company. No stated interest rate. Due on demand.               130,000            --
          This note was paid subsequent to year-end.

Short-term debt obligations with various trusts. No stated interest rate. Due on demand.
          These notes were paid subsequent to year-end.                                          163,000            --
                                                                                            ------------  ------------

Total short-term debt                                                                         $3,466,700    $ 113,000
                                                                                            ============  ============
</TABLE>



                                      F-21

<PAGE>

<TABLE>
                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>

NOTE 16 - SHORT TERM DEBT WITH RELATED PARTIES

Related party short-term debt consists of the following:                       Dec. 31,    Dec. 31,
                                                                                1998        1997
                                                                           -------------  -------------    
<S>                                                                            <C>        <C>     
Note with an employee dated November 28, 1997 with interest at 25%,            $   --     $ 20,000
and no due date stated. Unsecured 

Note with an employee dated November 20, 1997, no interest rate or due             --       15,101
date stated. Unsecured 

Note with an employee dated October 16, 1997 with no interest rate or              --        5,655
due date stated. Unsecured 

Note with an employee dated December 31, 1997, no interest rate or due             --       19,000
date stated. Unsecured 

Note with LLC Member's personal relation dated November 3, 1997 with               --        5,000
10% interest, no due date stated. Unsecured 

Note with LLC Member's personal relation dated November 20, 1997,                  --       10,000
with 10% interest, no due date stated. Unsecured 

Short-term line of credit with an employee's parents, with 10 1/2% interest,       --       36,683
due December 30, 1998. Unsecured 

Short-term note with employee and employee's parents, dated May 21, 1997 
with 22% interest. Per agreement, interest is reinvested monthly                   --       17,132
Payment of principal and interest due at end of agreement 

Short-term debt obligation to an affiliated company through a revolving
line of credit dated 11/30/96 with interest at 10%                              339,789       --

Short-term debt obligations with employees and other related parties 
Various interest rates. Due on demand                                           302,500       --
                                                                               --------   --------
Total short-term debt with related parties                                     $642,289   $128,571
                                                                               ========   ========

</TABLE>



                                      F-22

<PAGE>

<TABLE>


                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 17 - LONG-TERM DEBT

Long-term debt consists of the following:
                                                                                      Dec. 31,   Dec. 31,
                                                                                       1998       1997
                                                                                     --------   --------

<S>                                                                                  <C>        <C>     
Note with a Trust dated June 1, 1997 ,18% interest. Interest only payments of
$900 per month for 36 months. Payment of $60,000 due June 1, 2000 
Secured by $60,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, cancelled,
renegotiated, or written off, since the loan inception                               $ 60,000   $ 60,000

Note with a Trust dated July 28, 1997, 18% interest. Interest only payments of
$5,625 per month for 24 months. Payment of $375,000 due
August 1, 1999. Secured by $375,000 in accounts receivable 
Accounts receivable which  originally secured this loan may have been paid
off, paid down, cancelled,  renegotiated, or written off since the loan inception     375,000    375,000

Note with a finance group dated December 24, 1997, 30% interest. Interest only
payments of $1,250 per month  for 24 months. Payment of
$50,000 due December 24, 1999. Secured by personal guarantee of
officer, director, and major shareholder of the company                                50,000     50,000

Note with a finance group dated December  22, 1997, 30% interest. Interest
only payments of $1,250 per month for 24 months. Payment of
$50,000 due December 22, 1999. Secured by personal guarantee of
officer, director, and major shareholder of the company                                50,000     50,000

Note with a Trust, dated February 1, 1997, 24% interest. Interest only payments
of $2,000 per month for 36 months. Payment of $100,000 due
February 1, 2000. Secured by $100,000 in accounts receivable 
Accounts receivable which originally secured this loan may have been paid off,
paid down, cancelled, renegotiated, or written off since the loan inception           100,000    100,000

Note with a Trust, dated March 1, 1997, 24% interest. Interest only payments
of $2,000 per month for 36 months. Payment of $100,000 due
March 1, 2000. Secured by $100,000 in accounts receivable 
Accounts receivable which originally secured this loan may have been paid off,
paid down, cancelled, renegotiated, or written off since the loan inception           100,000    100,000

Note with a Trust, dated April 1, 1997, 24% interest. Interest only payments
of $2,000  per month for 36 months. Payment  of $100,000 due
April 1, 2000. Secured by $100,000 in accounts receivable 
Accounts receivable which originally secured this loan may have been paid off,
paid down, cancelled, renegotiated, or written off since the loan inception           100,000    100,000

Note with two individuals dated May 15, 1998 with 24% interest. Interest only
payments of $10,000 per month. Payment of $500,000 due May 15, 2001. Secured
by $500,000 in accounts receivable and a personal guarantee by officers,
directors, and major shareholders of the company. New accounts receivable
must be substituted every 4 to 6 weeks as accounts receivable which originally
secured the loan become paid off, paid down, canceled, renegotiated, or
written off                                                                           500,000       --

Note with a finance group, dated February 13, 1998, 30% interest. Interest only
payments of $1,250 per month for 24 months. Payment of $50,000
due February 13, 2000.  Secured by personal guarantees of officer, director,
and major shareholder of the company                                                   50,000       --
</TABLE>



                                      F-23

<PAGE>

<TABLE>
                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 17 - LONG-TERM DEBT - CONTINUED
                                                                                            Dec. 31,     Dec. 31,
                                                                                             1998          1997
                                                                                             --------   --------

<S>                                                                                         <C>          <C>      
Note with a Trust dated April 10, 1997, 30% interest.  Interest only payments of
$2,500 per month for 36 months. Payment of $100,000 due
April 10, 2000. Secured by $100,000 in accounts receivable.
Accounts receivable which originally secured this loan may have been paid off,
paid down, cancelled, renegotiated, or written off since the loan inception.                $ 100,000    $ 100,000

Note with a Trust dated July 15, 1997, 18% interest. Interest only payments
of $975 per month for 36 months. Payment of $65,000 due July 15, 2000.
Secured  by $65,000 in accounts receivable. Accounts receivable which
originally secured this loan may have been paid off, paid down, renegotiated,
or written off since the loan inception.                                                       65,000       65,000

Note with a  Trust dated August 15, 1997, 18% interest. Interest only  payments
of $1,350  per month for 36 months. Payment of $90,000 due
August 15, 2000. Secured by $90,000 in accounts  receivable.  Accounts
receivable which originally secured this loan may have been paid off, paid down,
renegotiated, or written off  since the loan inception.                                        90,000       90,000

Note with Trust dated September 25, 1997, 18% interest. Interest only payments
of $2,625 per month for 24 months. Payment of  $175,000 due
September 25, 1999. Secured by $175,000 in accounts receivable.
Accounts receivable which originally secured this loan may have
been paid off, paid down, renegotiated, or written off since the loan inception.              175,000      175,000

Note with Trust dated October 21, 1997, 18% interest. Interest only payments
of $2,475 per month for 24 months. Payment of $165,000
due October 21, 1999. Secured by $165,000 in accounts receivable. Accounts
receivable which originally secured this loan may have been paid off, paid down,
renegotiated, or written off since the loan inception.                                        165,000      165,000

Note with an individual dated February 26, 1997, 18% interest. Monthly principal 
and interest payments of $362 per month for 36 months with a maturity date of 
February 26, 2000. Secured by $20,000 in accounts receivable and by personal guarantees
of majority owners and members. Accounts receivable which originally secured this
loan may have been paid off, paid down, renegotiated, or written off since the loan
inception. This note was paid in full prior to December 31, 1998.                                  --        7,736

Note with a Trust dated July 21, 1997, 24% interest. Interest only payments of $720 per
month for 24 months. Payment of $36,000 due August 1, 1999. Secured by $36,000
in accounts receivable. Accounts receivable which secured this loan may have
been paid off, paid down, renegotiated, or written off since the loan inception. This note
was paid in full prior to December 31, 1998.                                                       --       36,000

Note with a finance group , dated February 5, 1998, 30% interest. Interest only
payments of $2,500 per month for 24 months. Payment  of $100,000
due February 5, 2000. Secured by personal guarantee of officer, director,
and major shareholder of the company.                                                         100,000           --

Note with a finance group, dated March 23, 1998, 30% interest. Interest only payments of
$3,750  per month for 24 months. Payment of $150,000 due March 23, 2000. Secured
by personal guarantee of officer, director, and major shareholder of the Company.             150,000           --

Note with a finance group, dated August 15, 1998, 18% interest. Interest plus principal
payments of $1,188 per month for 67 months. Secured by various furniture items,
artwork, and personal guarantee of officer, director, and major shareholder of the
Company.                                                                                       47,116           --
</TABLE>


                                      F-24

<PAGE>
<TABLE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>

NOTE 17 - LONG-TERM DEBT - CONTINUED
                                                                                           Dec. 31,         Dec. 31,
                                                                                             1998             1997
                                                                                           --------        --------

<S>                                                                                         <C>          <C>      
Note with a finance group, dated April 17, 1998, 30% interest. Interest only payments
of $5,250 per month for 24 months. Payment of $210,000 due April 17,
2000. Secured by personal guarantee of officer, director, and major
shareholder of the company.                                                                 $ 210,000    $      --

Note with a finance group, dated August 15, 1997. No stated interest rate. Monthly principal
and interest payments of $999 per month for 60 months. Secured by various furniture
and computer equipment, and personal guarantee of officer, director, and major
shareholder of the Company. This note was paid in full prior to December 31, 1998.                 --       30,012

Note with a finance group, dated October 1, 1997. No stated interest rate. Monthly
principal and interest payments of $1,987 per month for 60 months. Secured by
various computer equipment, and personal guarantee of officer, director, and major
shareholder of the Company. This note was paid in full prior to December 31, 1998.                 --       77,979

Note with a finance group, dated May 8, 1998. 18% interest. Monthly principal and
interest payments of $667 per month for 72 months. Secured by computer
software,  and personal guarantee of officer, director and major
      shareholder of the Company                                                               26,793           --

Note with a finance group, dated May 26, 1998. 18% interest. Monthly principal and
interest payments of $690 per month for 72 months. Secured by artwork,
and personal guarantee of officer, director, and major shareholder of the Company.             27,956           --

Note with a finance group dated May 1, 1998. 18% interest. Monthly principal and
interest payments of $6,662 per month ($948 of which is applied to capital
leases payable) for 72 months. Secured by various furniture, computer
equipment, software, and artwork, and personal guarantee of officer, director,
and major shareholder of the company.                                                         240,596           --

Note with a finance group, dated July 15, 1998, 18% interest. Interest plus principal
payments of $475 per month for 68 months. Secured by various
furniture items and artwork and personal guarantee of officer, director, and major
shareholder of the company.                                                                    18,923           --
                                                                                           ----------   ----------
                                                                 TOTAL LONG TERM DEBT       2,801,384    1,581,727

                                                                 LESS CURRENT PORTION        (858,316)     (18,307)
                                                                                           ----------   ----------
                                                      LONG TERM DEBT NON CURRENT PORTION   $1,943,068   $1,563,420
                                                                                           ==========   ==========
</TABLE>

Following are maturities of long-term debt for each of the five years
ending  December 31,
                                                    Amount
                       1999                       $ 862,144
                       2000                       1,177,742
                       2001                         562,514
                       2002                          75,109
                       2003                          90,247
                    Thereafter                       33,628
                                                 ----------
               Total long term debt              $2,801,384
                                                 ==========


                                      F-25

<PAGE>


                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 18 - LONG-TERM DEBT WITH RELATED PARTIES

         Pursuant to a private  offering,  the Company sold 375 units to related
         parties. Each unit consisted of a promissory note and 400 shares of the
         Company's Class A common stock.  The promissory note has an interest of
         16% and  matures 1 year from the date of  issuance.  The  holder has an
         option to extend  the  maturity  date for an  additional  year.  If the
         option  is  exercised,  the  Company  is  obligated  to pay the  holder
         interest of 18% for the two-year  period.  As of December 31, 1998, the
         Company's long term obligations with related parties are as follow:
<TABLE>
<CAPTION>
<S>                                                                          <C>        
           Promissory notes issued in conjunction with offering              $   375,000
           Less: Repayments during 1998                                          (35,000)

           Line  of  credit  with  an  employee's  parents,  with  10 1/2%
           interest, no specified due date - unsecured                            48,189
                                                                         ---------------

           Total                                                                 388,189

           Less: Current Portion                                               (203,100)

           Long-term debt to related parties                                 $   185,089
                                                                         ===============
</TABLE>


         Subsequent  to  year-end,  $202,500  of  this  debt  was  retired,  the
         remaining balance accrues interest at 18%.

NOTE 19 - ASSETS USED AS COLLATERAL

         At  December  31,  1998,  1997  and  1996,  $379,545,  $68,375  and  $0
         respectively,  of fixed  assets  not held  under  capital  leases  were
         collateral  for  debt.  Substantially  all of the  Company's  contracts
         receivable are used to secure borrowings.

NOTE 20 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         The book value of the Company's financial instruments approximates fair
         value.  The estimated  fair values of financial  instruments  have been
         determined   using   appropriate   market   information  and  valuation
         methodologies.



                                      F-26

<PAGE>

                                THE MURDOCK GROUP
                         CAREER SATISFACTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 21 - COMMON STOCK TRANSACTIONS


         The Company  purchased  800,000  shares of Class A common stock from an
         individual who is a former  employee and founder at the founder's price
         of $80 that he originally  paid for those shares.  In conjunction  with
         this  purchase,  the Company has granted him an option to acquire up to
         800,000 Company shares of Class A Common Stock as follows:

              During 1999,  The option may be  exercised to acquire  shares from
              the Company at a discount of 15% from the market trading price, if
              any.

              The Company has issued  49,500  shares of Class A common stock out
              of treasury stock as a bonus.

         The Company issued 384,000 shares of class A common stock as incentives
         for two  officers.  To comply  with  Topic 4 D of the Staff  Accounting
         Bulletins issued by the Securities and Exchange Commission, the Company
         has recorded in selling,  general,  and  administrative,  an expense of
         $461,350  related to this stock  issuance.  300,000 shares of the above
         came out of treasury shares.

         Existing  shareholders are contributing up to 1,545,900 shares of their
         Class A common  stock  to the  Company.  These  shares  along  with the
         450,500  shares  mentioned  above  will be sold by the  Company  in its
         initial public offering.

         The  Company  issued  375,940  shares of its Class A common  stock in a
         private  placement in exchange for $450,000 of existing  corporate debt
         and cash.

         An officer has acquired the right to receive  100,000  shares of common
         class A stock at $5 each,  with vesting at 25,000 -- shares per year at
         issue date.


NOTE 22 - COMMITMENTS


         The Company recorded  approximately  $500,000 for accrued loan fees, as
         interest  related to the use of certain real property  owned by a third
         party as collateral  for the Company's  borrowings.  As of December 31,
         1998 none of the fee had been paid.



                                      F-27