<PAGE>

                                                               CUSIP 054602 AC 1

                  New 9 3/4% Senior Subordinated Notes due 2007
No. 1.                                                              $120,000,000



                       AXIOHM TRANSACTION SOLUTIONS, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of One Hundred Twenty Million

Dollars on October 1, 2007.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                              Dated: March 25, 1998

                              AXIOHM TRANSACTION SOLUTIONS, INC.




                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   Co-Chief Executive Officer
                                   (SEAL)

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By:    /s/ Thomas E. Tabor
       -------------------
Name:  Thomas E. Tabor
Title:  Assistant Treasurer
<PAGE>

                                 (Back of Note)

                  New 9 3/4% Senior Subordinated Notes due 2007

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AXIOHM
TRANSACTION SOLUTIONS, INC.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

     1.   INTEREST.  Axiom Transaction Solutions, Inc., a California corporation
(the "Company"), promises to pay interest on the principal amount of this New
Senior Subordinated Note at 9 3/4% per annum from the most recent date to which
interest has been paid or duly provided for on the Senior Subordinated Notes
surrendered in exchange for this New Senior Subordinated Note or, if no such
interest has been paid or duly provided for on such Senior Subordinated Notes,
from October 2, 1997 until maturity and shall pay the Liquidated Damages, if
any, payable pursuant to Section 5 of the Registration Rights Agreement referred
to below.  The Company will pay interest and Liquidated Damages, if any,
semiannually in arrears on April 1 and October 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date").  Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from October 2, 1997; PROVIDED that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; PROVIDED,
FURTHER, that the first Interest Payment Date shall be April 1, 1998.  The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the interest rate on
the Notes then in effect; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

     2.   METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable


                                       -2-
<PAGE>

as to principal, premium, if any, interest and Liquidated Damages, if any, at
the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of premium, interest, Liquidated Damages, if any, on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent.  Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

     3.   PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar.  The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

     4.   INDENTURE. The Company issued the Notes under an Indenture dated as of
October 2, 1997 ("Indenture") between the Company, the Guarantors and the
Trustee.  The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb).  The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are general unsecured obligations of the Company.

     5.   OPTIONAL REDEMPTION

          (a)   Except as set forth in clause (b) of this Section, the Company
shall not have the option to redeem the Notes pursuant to Section 3.07 of the
Indenture prior to October 1, 2002.   Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on October 1 of the years
indicated below:

<TABLE>
<CAPTION>
     YEAR                                           PERCENTAGE
     ----                                           ----------
     <S>                                            <C>
     2002. . . . . . . . . . . . . . . . . . . . .   104.875%
     2003. . . . . . . . . . . . . . . . . . . . .   103.250%
     2004. . . . . . . . . . . . . . . . . . . . .   101.625%
     2005 and thereafter . . . . . . . . . . . . .   100.000%
</TABLE>
          (b)  Notwithstanding the provisions of clause (a) of this Section,
prior to October 1, 2000, the Company may redeem on any one or more occasions up
to 35% of the original aggregate principal amount of the Notes initially issued
at a redemption price of 109.750% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the redemption
date, with the net cash proceeds of any Public Equity Offering of common stock
of the Company;


                                       -3-
<PAGE>

PROVIDED THAT at least 65% of the aggregate principal amount of the Notes
originally issued under this Indenture remain outstanding immediately after the
occurrence of each such redemption; and PROVIDED, FURTHER, THAT each such
redemption shall occur within 60 days of the date of the closing of such Public
Equity Offering.

     6.   MANDATORY REDEMPTION

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

     7.   REPURCHASE AT OPTION OF HOLDER

          (a)   Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes (the "Change
of Control Offer") at a price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase (the "Change of Control Payment").  Within 30 days following
any Change of Control, the Company shall send by first class mail a notice to
each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.

          (b)   If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $5 million, the Company shall commence an offer to all Holders of Notes
(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth in the Indenture.  To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use such deficiency for general corporate
purposes.  If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis.  Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

     8.   NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.   DENOMINATIONS, TRANSFERS, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture.  The Registrar and the Trustee may require


                                       -4-
<PAGE>

a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture.  The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part.  Also, it
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated
as its owner for all purposes.

     11.  AMENDMENT, SUPPLEMENT AND WAIVER.   Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes.  Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation or sale of assets, to make any change that
would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act or to
allow any Guarantor to guarantee the Notes.

     12.  DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Liquidated Damages, if any, on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 5.01 of the Indenture, (iv) failure by the
Company to comply with the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of
the Indenture which failure remains uncured for 30 days; (v) failure by the
Company for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in principal amount of the Notes then outstanding to comply with
certain other agreements in the Indenture, or the Notes; (vi) default under
certain other agreements relating to Indebtedness of the Company which default
results in the acceleration of such Indebtedness prior to its express maturity;
(vii) certain final judgments for the payment of money that remain undischarged
for a period of 60 days; and (viii) certain events of bankruptcy or insolvency
with respect to the Company or any of its Significant Subsidiaries.  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable.  Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power.  The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.


                                       -5-
<PAGE>

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes.  The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default.

     13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or the Guarantors, as such, shall
not have any liability for any obligations of the Company under the Notes, the
Subsidiary Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder by accepting a
Note waives and releases all such liability.  The waiver and release are part of
the consideration for the issuance of the Notes.

     15.  AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  ABBREVIATIONS.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES.  In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of October 2, 1997, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

     18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
     charge a copy of the Indenture and/or the Registration Rights Agreement.
     Requests may be made to:


                                       -6-
<PAGE>

          AXIOHM TRANSACTION SOLUTIONS, INC.
          15070 AVENUE OF SCIENCE
          SAN DIEGO, CALIFORNIA 92128
          ATTENTION: CHIEF FINANCIAL OFFICER


                                       -7-
<PAGE>

                                 Assignment Form

     To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint _________________________________________________ to
transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

--------------------------------------------------------------------------------

Date:
      ------------------------


                              Your Signature:
                                             -----------------------------------
                              (Sign exactly as your name appears on the face of
                              this Note)

Signature Guarantee.
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO
SECTION 4.10 OR 4.15 OF THE INDENTURE, CHECK THE BOX BELOW:

     / /  SECTION 4.10             / /    SECTION 4.15

     IF YOU WANT TO ELECT TO HAVE ONLY PART OF THE NOTE PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.10 OR SECTION 4.15 OF THE INDENTURE, STATE THE AMOUNT YOU
ELECT TO HAVE PURCHASED:
$
 ----------------



Date:                              Your Signature:
                                                  ------------------------------
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Tax Identification No.:
                                                          ----------------------

Signature Guarantee.
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>

                                                                        PRINCIPAL AMOUNT           SIGNATURE OF
                     AMOUNT OF DECREASE       AMOUNT OF INCREASE       OF THIS GLOBAL NOTE          AUTHORIZED
                        IN PRINCIPAL             IN PRINCIPAL            FOLLOWING SUCH            SIGNATORY OF
                       AMOUNT OF THIS           AMOUNT OF THIS            DECREASE (OR            TRUSTEE OR NOTE
DATE OF EXCHANGE         GLOBAL NOTE              GLOBAL NOTE               INCREASE)                CUSTODIAN
----------------     ------------------       ------------------       -------------------        ---------------
<S>                  <C>                      <C>                      <C>                        <C>

</TABLE>



-----------------
(1) This should be included only if the Note issued in global form.

<PAGE>

                              SUBSIDIARY GUARANTEE

          Subject to Section 11.06 of the Indenture, each Guarantor hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and made available for delivery by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of the Indenture, the Notes and the Obligations of the Company under the Notes
or under the Indenture, that: (a) the principal of, premium, if any, interest
and Liquidated Damages, if any, on the Notes will be promptly paid in full when
due, subject to any applicable grace period, whether at maturity, by
acceleration, redemption or otherwise, and interest on overdue principal,
premium, if any, (to the extent permitted by law) interest on any interest, if
any, and Liquidated Damages, if any, on the Notes and all other payment
Obligations of the Company to the Holders or the Trustee under the Indenture or
under the Notes will be promptly paid in full and performed, all in accordance
with the terms thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other payment Obligations, the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration, redemption or otherwise.  Failing payment when so due
of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors will be jointly and severally obligated to pay the same
immediately.

          The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 and Article 12 of the Indenture, and reference is hereby made to
such Indenture for the precise terms of this Subsidiary Guarantee.  The terms of
Articles 11 and 12 of the Indenture are incorporated herein by reference.  This
Subsidiary Guarantee is subject to release as and to the extent provided in
Section 11.04 of the Indenture.  The obligations of the Guarantors to the
Holders and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly subordinated to the extent set forth in Article 12 of
the Indenture and reference is hereby made to such Indenture for the precise
terms of such subordination.

          This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.  This is a guarantee
of payment and not a guarantee of collection.

          This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.

          For purposes hereof, each Guarantor's liability shall be limited to
the lesser of (i) the aggregate amount of the Obligations of the Company under
the Notes and the Indenture and (ii) the amount, if any, which would not have
(A) rendered such Guarantor "insolvent" (as such term is defined
<PAGE>

in the United States Bankruptcy Code and in the Debtor and Creditor Law of the
State of New York) or (B) left such Guarantor with unreasonably small capital at
the time its Subsidiary Guarantee of the Notes was entered into; PROVIDED that,
it will be a presumption in any lawsuit or other proceeding in which a Guarantor
is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is
the amount set forth in clause (i) above unless any creditor, or representative
of creditors of such Guarantor, or debtor in possession or trustee in bankruptcy
of such Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of the Guarantor is limited to the amount set forth in clause
(ii) above.  The Indenture provides that, in making any determination as to the
solvency or sufficiency of capital of a Guarantor in accordance with the
previous sentence, the right of such Guarantor to contribution from other
Guarantors and any other rights such Guarantor may have, contractual or
otherwise, shall be taken into account.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.


                              AXIOHM S.A.R.L.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   Co-Chief Executive Officer


                              AXIOHM INVESTISSEMENTS S.A.R.L.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   Co-Chief Executive Officer


                              AXIOHM IPB, INC.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   President and Chief Executive Officer


                                       -2-
<PAGE>


                              COGNITIVE L.L.C.

                              By:  Axiohm Transaction Solutions, Inc.,
                                   Sole Member


                                   By:   /s/ Patrick Dupuy
                                        --------------------------
                                        Patrick Dupuy,
                                        Co-Chief Executive Officer



                              COGNITIVE SOLUTIONS, INC.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   President



                              DARDEL TECHNOLOGIES E.U.R.L.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   Co-Chief Executive Officer



                              STADIA COLORADO CORP.



                              By:   /s/ Patrick Dupuy
                                   --------------------------
                                   Patrick Dupuy,
                                   President


                                       -3-