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                                                                    Exhibit 20.3


                                SUPPLEMENT TO THE
                           MERGER CONSENT SOLICITATION
                                       AND
                              INFORMATION STATEMENT
                                       OF
                             MANGOSOFT CORPORATION


                            Dated: September 1, 1999


         This Supplement supplements and amends the Merger Consent Solicitation
and Information Statement of MangoSoft Corporation ("Mango"), dated August 13,
1999 (the "Memorandum"), regarding the Company's solicitation of your consent
to approve its merger contemplated by an Agreement and Plan of Merger (the
"Merger Agreement") with First American Clock Co., a publicly-traded Nevada
corporation ("Parent"), and its wholly-owned subsidiary, MangoMerger Corp., a
Delaware corporation ("Merger-Sub"), to agree to exchange your Mango Debt for
Parent Common Stock issued immediately after the Merger, and to terminate all
other agreements between holders of Mango Debt and Mango. All capitalized terms
used herein not otherwise defined shall have the meanings ascribed to them in
the Memorandum, which is attached hereto for your convenience.

         The consent solicitation is being made due to a substantive change to
the terms of the Merger described in the Memorandum. Mango is providing this
Supplement to all holders of Mango Debt, regardless of whether they previously
consented to the Merger, so that they may make a new decision based upon the
terms of the Merger as amended. Holders of Mango Debt are encouraged to review
the Memorandum and this Supplement prior to executing the enclosed Merger
Consent and Debt Exchange in the space set forth to indicated their approval of
the Merger and the other matters addressed therein.

         In connection with the Merger, the registration rights afforded to
Palisade Private Partnership, L.P. ("Palisade") in respect of Parent Common
Stock to be received by it immediately following the Merger, have been modified
as follows. The Merger Agreement requires the Parent to use reasonable efforts
to register under the Securities Act one-third of Parent stock received by
Palisade in exchange for Mango Debt within 180 days following the consummation
of the Merger and to keep such registration statement effective until all
registered shares of Parent Common Stock have been sold or otherwise transferred
by the holders of Mango Debt. Notwithstanding the foregoing, upon Parent's
written request, Palisade will agree not to sell any Parent Common Stock
pursuant to the registration statement covering such stock (a "Lock-Up") during
a period within the period commencing on the effective date of the Merger and
ending on the first anniversary thereof (the "Lock-Up Period") if, at the time
of Parent's request for a Lock-Up (i) Parent, through a registered broker dealer
acting as a financial advisor (the "Financial Advisor"), is actively engaged in
raising financing, and (ii) in such Financial Advisor's opinion, which opinion
shall be evidenced in writing, the


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sale of such shares would materially impair the financing efforts. For purposes
of (i) above, the phrase "actively engaged in raising financing" shall mean that
(a) the Financial Advisor has been retained by Parent to raise financing for
Parent, (b) a private placement memorandum or prospectus is being prepared and
is completed within 30 days of the retention, (c) potential investors have been
identified, and (d) Parent and/or the Financial Advisor are in active
discussions with such persons concerning a potential investment in Parent.
Parent shall not be entitled to request more than two Lock-Ups during the
Lock-Up Period. In addition, the Lock-Up (x) shall terminate and shall have no
further effect immediately upon the termination of any financing efforts
previously having necessitated the Lock-Up, and (y) shall not restrict the sale
of any shares of Parent Common Stock issued to holders of Mango Debt (other than
pursuant to a registration statement) whether pursuant to Rule 144 under the
Securities Act or otherwise.

         This Supplement does not constitute investment advice with respect to
Mango or the terms of the Merger Agreement. You may wish to consult with
independent counsel regarding the terms of the Merger Agreement and the changes
thereto as described herein.

         Approval of the majority of the Mango stockholders and the requisite
holders of Mango Debt will allow the Merger to be consummated. Please execute
the enclosed Merger Consent and Debt Exchange Notice where indicated and return
a signed copy of the documents at your earliest convenience, but no later than
August 31, 1999, by facsimile to:

                          Tim Keenan at (212) 872-9690


         Kindly retain copies of the executed document for your records.

         If you have any questions regarding this transaction, please call Tim
Keenan, Treasurer of Mango, at 212-872-9680.

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                              MANGOSOFT CORPORATION
                        MERGER CONSENT AND DEBT EXCHANGE

         The undersigned, being the registered holders of $6,000,000 of 12%
Senior Secured Convertible Notes of MangoSoft Corporation, a Delaware
Corporation (the "Company"), issued commencing February 11, 1999 (the "Notes")
do hereby agree as follows:

         A. The undersigned holders of the Notes consent to and approve an
Agreement and Plan of Merger (the "Merger Agreement") among the Company, First
American Clock Co., a Nevada Corporation, and its wholly-owned subsidiary, Mango
Merger Corp., a Delaware corporation ("Merger-Sub"), pursuant to which the
Company shall merge with Merger-Sub, substantially in the form described in the
Information Statement dated August 13, 1999 (the "Information Statement"), as
supplemented by the Supplement to the Merger Consent Solicitation and
Information Statement of the Company, dated September 1, 1999, with such changes
as the proper officer or officers deem appropriate.

         2. The undersigned holders of the Notes hereby irrevocably agree to,
and hereby request that, immediately following the effectiveness of the Merger,
the Notes held by the undersigned be exchanged for common stock of First
American Clock Co. in accordance with the terms of the Information Statement,
the Supplement thereto dated September 1, 1999, and the Merger Agreement, so
that for each $1,000 of Notes held by the undersigned 1,500 shares of common
stock of First American Clock Co. shall be issued to the undersigned in the name
of the undersigned and that the Notes held by the undersigned shall be canceled.

         3. The undersigned, by signing this Merger Consent and Debt Exchange,
acknowledges that effectiveness of the Merger, and the exchange of the Notes,
will terminate all provisions of the following documents delivered to the
undersigned and/or Palisade Private Partnership. LP as agent for all of the
holders of the Notes (the "Agent"): (i) the 12% Senior Secured Convertible Note
issued to the undersigned, including the sale bonus provision contained in
section 1.6 thereof; (ii) the Subscription Agreement and Investment
Representation between the undersigned and the Company, including the
registration rights provisions contained in section 4 thereof; (iii) the
MangoSoft Corporation First Priority Security Agreement, dated February 11,
1999, between the Company and the Agent; (iv) the Patent Collateral Security and
Pledge Agreement, dated February 11, 1999, between the Company and the Agent;
and (v) the Trademark Collateral Security and Pledge Agreement, dated February
11, 1999, between the Company and the Agent (collectively, the "Debt
Documents"). The undersigned covenants and agrees to execute any documents that
may be required to further evidence the termination of any lien or security
interest created by the Debt Documents. The undersigned understands and
acknowledges that First American Clock Co. shall not be bound by the terms of
any such Debt Documents, any amendments thereto, or any other agreement between
the undersigned and the Company.


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         This Consent and Debt Exchange may be signed in any number of
counterparts and by facsimile.


         IN WITNESS WHEREOF, the undersigned have executed this Consent and
Debt Exchange as of this 7th day of September, 1999.


PALISADE PRIVATE PARTNERSHIP, L.P.
Individually, and as Agent for the holders of the Notes

By: Palisade Private Holdings, LLC., General Partners



By:  /s/ Mark S. Hoffman                     By:  /s/ Matthew Chasin
     -----------------------                      -----------------------
     Name:  Mark S. Hoffman                       Name:  Matthew Chasin
     Title: Member


By:  /s/ Jerry Chasen                        By:  /s/ Eugene Melnick
     -----------------------                      -----------------------
     Name:  Jerry Chasen                          Name:  Eugene Melnick


By:  /s/ Steven Lockwood                     By:  /s/ Jay Zises
     -----------------------                      -----------------------
     Name:  Steven Lockwood                       Name:  Jay Zises


By:  /s/ Barry Peters                        By:  /s/ Seymour Zises
     -----------------------                      -----------------------
     Name:  Barry Peters                          Name:  Seymour Zises


By:  /s/ Selig Zises
     -----------------------
     Name:  Selig Zises


* The signature hereof by an authorized officer of Palisade represents
Palisade's agreement to be subject to the lock-up provisions set forth to the
Supplement to the Merger Consent Solicitation and Information Statement, dated
September 1, 1999.


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