CONFORMED COPY

                            FORM 10-KSB

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 1998

       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

For the transition period from __________________to __________________
         

Commission file number 33-37751-D


                          FIELDCREST CORP.                     
---------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

            Delaware                             84-1130229             
-----------------------------------------------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
 incorporation or organization)

2111 Canyon Crest Avenue, San Ramon, California            94583     
---------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)   

                         (510) 735-0952
-----------------------------------------------------------
       (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or such shorter period that 
the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for at least the past 90 days.

Yes   X           No      
    -----            -----
Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  [X]

As of May 31, 1998, the aggregate market value of the 15,667,000 shares 
of voting stock held by non-affiliates of the registrant was 
approximately $156,670.

The number of shares outstanding of the registrant's only class of 
common stock, as of May 31, 1998, was 39,429,000.

Registration Statement 33-37751-D, as amended, is incorporated into 
Part I of this Report.

Exhibit Index is located at Page 11.

<PAGE>

PART I

ITEM 1.   BUSINESS

General

Fieldcrest Corp. (the "Registrant" or the "Company") was incorporated 
in 1989 under the laws of the State of Delaware for the primary purpose 
of seeking out acquisitions of properties, businesses, or merger 
candidates, without limitation as to the nature of the business 
operations or geographic area of the acquisition candidate.  From its 
inception through August of 1991, however, the Company's activities 
were directed primarily toward the obtaining of capital with which to 
pursue the business plan summarized in the preceding sentence.

In August of 1991, the Company completed the initial public offering of 
its securities (the "Offering").  The Offering raised gross proceeds of 
$47,250 upon the sale of 4,725,000 units of the Company's securities.  
Each unit consisted of one share of common stock, one Class A common stock
purchase warrant, exercisable for one share of common stock at a price of $0.08
per share ("Class A Warrant") and one Class B common stock purchase warrant,
exercisable for one share of common stock at a price of $0.10 per share 
("Class B Warrant").  The Company also received $600 from the sale of 
30,000,000 Class A Warrants and 30,000,000 Class B Warrants to existing 
shareholders.

Following the completion of its Offering, the Company began the process 
of identification and evaluation of prospective acquisition candidates.  
That process has included the solicitation of information from a 
variety of sources within the general financial community as well as 
from contacts established by management.  The process is described more 
fully in the Company's Registration Statement, which is incorporated 
herein by this reference. 

Pursuant to the Colorado Securities Act, $19,440 of the proceeds of the 
Offering was deposited into an escrow account.  The funds were to be 
released to the Company only upon satisfaction of the condition (the 
"Escrow Condition") that at least fifty per cent of the gross proceeds 
of the Offering be committed to one or more specific lines of business 
by no later than the fourth anniversary of the effective date of the 
Company's prospectus.  The Escrow Condition had not been satisfied as 
of the fourth anniversary, or by February 12, 1995, and, accordingly, 
the Company distributed those funds pro rata to those persons who were 
owners of the shares of common stock purchased in the Offering.  See 
"Liquidity and Capital Resources" under Item 7, Management's Discussion 
and Analysis of Financial Condition and Results of Operations, in Part 
II, below.

Employees

The Company has no full time employees.  Its sole executive officer 
devotes as much time as is necessary to conduct the Company's business.  
See "Item 11.  Executive Compensation."


ITEM 2.   PROPERTIES

The Company has been provided office space in the home of its 
President.  The Company pays no rent for such space.


<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

The Company is not a party to any threatened or pending legal 
proceedings.


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 ended March 31, 1998.


PART II


ITEM 5.   MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS

To the best of management's knowledge, the Company's common 
stock was listed for trading on the OTC Bulletin Board in the 
first calendar quarter of 1996.  In each of the last eight fiscal quarters
ending March 31, 1998, the bid price for common stock, as reported by
Nasdaq Trading and Market Services was as follows:

  Quarters ended                   Low Bid                  High Bid
------------------------           --------                 ---------

     June 30, 1996                 $__.01__                 $___.01__
     September 30, 1996             __.01__                  ___.01__
     December 31, 1996              __.01__                  ___.01__
     March 31, 1997                 __.01__                  ___.01__
     June 30, 1997                  __.01__                  ___.01__
     September 30, 1997             __.01__                  ___.01__
     December 31, 1997              __.01__                  ___.01__
     March 31, 1998                 __.01__                  ___.01__

At May 31, 1998, the Company had approximately 30 shareholders of 
record.  The Company has not paid any dividends on its common stock and 
does not expect to pay a cash dividend in the foreseeable future.


ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Liquidity and Capital Resources  

The Company completed the initial public offering of its securities in 
August of 1991, receiving gross proceeds of $47,250.  Total costs of 
the offering amounted to $26,016.  The net proceeds of the offering, 
therefore, amounted to $21,234.  

Pursuant to the Colorado Securities Act and based upon actual and 
estimated offering costs, $19,440 of that amount was deposited into 
escrow.  By law, funds could not be released from the escrow to the 
Company until such time as the Company devoted to an identified 
business an amount equal to or greater than 50% of the gross proceeds 
of the offering.  Moreover, the escrowed funds were to be distributed 
pro rata to the then holders of shares of common stock purchased in the 
offering (the "Shares") upon the second anniversary of the effective 
date of the Company's prospectus, unless the escrow was extended by a 
majority vote of the holders of those Shares.  The escrow could not, in 
any event, be extended beyond a period of four years from the effective 
date of the Company's prospectus (February 12, 1991).

<PAGE>

The Company had not, as of the fourth anniversary of the effective date 
of the prospectus (February 12, 1995), entered into any arrangement 
that would satisfy the condition to the release of the escrowed funds.  
Accordingly, management has distributed the escrowed funds to the 
holder of Shares on a pro rata basis.

The Company remains in the development stage and, since inception, has 
experienced no significant change in liquidity or capital resources or 
stockholder's equity other than the receipt of net proceeds from its 
public offering, a minimal amount of inside capitalization funds, and 
the distribution of escrowed funds as described in the preceding 
paragraph.  As of March 31, 1998, the Company had on deposit 
unrestricted cash of $3,293 available for use.   

Following an analysis of the Company's year-end financial condition, 
management determined that the Company's liquid assets will not be 
sufficient to meet the Company's needs for the fiscal year ending March 
31, 1999. An evaluation of the Company's historical operating costs 
show that an aggregate of approximately $4,500 could be expected 
to be needed to cover the Company's current liabilities and reporting 
obligations under the Securities Exchange Act of 1934, as amended, and the
Company's other general and administrative expenses for the 1999 fiscal year.

Thus, management has determined that the Company needs an aggregate of 
approximately $1,200 in cash during the year ending March 31, 1999, to 
cover current liabilities and anticipated expenditures.

As a result, the Company's cash resources are projected to be 
inadequate to cover its anticipated needs for the current year.  In 
response to this shortage, to obtain the additional cash resources 
potentially required for the 1999 fiscal year, the Company expects to 
seek capital in the form of equity contributions or loans from its 
founding stockholders.  The Company, however, does not have any formal 
arrangements under which such financing would be available.

On May 22, 1998, the Company entered into a Plan and Agreement of 
Reorganization (the "Agreement") with SoftLock Services, Inc., a Delaware
Corporation, ("SoftLock").  Under the terms of the Agreement, SoftLock 
shareholders would acquire approximately 90% ownership interest in Fieldcrest
in return for their stock ownership in SoftLock, making SoftLock a wholly-owned
subsidiary of Fieldcrest.  The closing of the Agreement is subject to 
substantial conditions and contingencies. Closing will occur after all
conditions and contingencies have been met and is anticipated to occur in early
July of this year.

Founded in 1992, SoftLock is a premier provider of patented tools and services 
for information commerce on the internet and beyond. SoftLock protects the 
value of intellectual property such as software, CDs, videos, etc., which can 
be provided in digital form. SoftLock provides a secure means for purchasing 
and protecting such goods while encouraging copying and preventing unauthorized
use.

SoftLocked digital objects can be purchased and freely accessed in authorized
contexts (on a particular hard-drive, or in the presence of a particular smart
card or voiceprint, fingerprint, or iris-print), but when they are
redistributed, they automatically relock and invite another purchase through
SoftLock's password-dispensing systems at 1-800-SoftLock and
http://www.softlock.com.  SoftLock's current clients include Inso Corporation,
John Wiley & Sons, Novell, Inc. and numerous other information publishers and
software developers. 

In pursuing the combination transaction with SoftLock, the Company has already
incurred expenses of approximately $2,000, and is likely to incur significant
additional expenses in the first quarter of 1999, estimated to be approximately
$3,000 expenses beyond those expenses already anticipated based upon historical
operations.  The Company expects to meet such expenses by seeking to have
payment of them deferred until after the combination shall have been
consummated or, in the alternative, by obtaining further additional capital
contributions or loans from the Company's founding stockholders.  The Company,
however, does not currently have any formal agreement in place under which such
financing is available.

<PAGE>

Results of Operations

Year Ended March 31, 1998.  During the fiscal year ended March 31, 
1998, the Company engaged in no significant operations.  The only 
expenses incurred during the year consisted of general and 
administrative expenses in the amount of $3,851 and no revenues were 
received by the Company during the year.  Accordingly, the Company 
realized a net loss of $3,851 during the year.

Year Ended March 31, 1997.  During the fiscal year ended March 31, 
1997, the Company engaged in no significant operations.  The only 
expenses incurred during the year consisted of  general and 
administrative expenses in the amount of $3,675 and no revenues were 
received by the Company during the year.  Accordingly, the Company 
realized a net loss of $3,675 during the year.

Period from Inception.  From inception through March 31, 1998, the 
Company generated total income consisting of $2,711 in interest income, 
and incurred non-offering-related expenses consisting of amortization 
of organizational costs totaling $876, and general and administrative 
expenses totaling $36,162.  As a result, the Company realized a net 
loss of $34,327 during the period from inception through March 31, 
1998.


ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

This information is presented as a separate section of this report 
beginning on page F-1.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE

There have been no changes in accountants in the past two fiscal years.

<PAGE>

PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers of the Company

The sole director and executive officer of the Company, her age, positions held 
in the Company, and duration as such, are as follows:

             Name           Age        Positions held and Tenure
    ---------------------  -----  --------------------------------
    Heather Zane Anderson    39   President, Secretary, Treasurer, 
                                  and sole Director since December 1989

Certain Significant Employees

No persons other than the executive officer listed above are considered 
to be significant employees.

Family Relationships  

There are no family relationships between the Company's sole executive 
officer and director and any other person associated with the Company.

Business Experience
  
The following is a brief account of the education and business 
experience during at least the past five years of the Company's sole 
executive officer and director, indicating her principal occupation and 
employment during that period, and the name and principal business of 
the organization in which such occupation and employment were carried 
out.

<PAGE>

Biographical Information

Heather Zane Anderson.  Ms. Anderson has served as the sole officer and 
director of the Company since December of 1989.  

Ms. Anderson was engaged in the private practice of law from 1983 until 
February 1997 and concentrated her practice in the areas of corporation and 
securities law, and mergers and acquisitions.  From July 1988 until August 
1991, Ms. Anderson was an attorney for the Denver, Colorado firm of Pred and
Miller.  Ms. Anderson established her own firm in Denver in August 1991 and 
acted as general corporate and securities counsel for a number of private and
public corporations.  In May 1994, Ms. Anderson relocated her firm to Portland,
Oregon, and joined the Portland firm of Farleigh, Wada & Witt, P.C., in an Of
Counsel capacity.  As of March 1997,  Ms. Anderson ended her affiliation with 
the Portland firm and relocated to San Ramon, California.  She is currently
unemployed.

Ms. Anderson received a B.A. degree from the University of Kansas in 
1980, and a Juris Doctor degree from the University of Kansas School of 
Law in 1983.


ITEM 10.   EXECUTIVE COMPENSATION

(a)  Cash Compensation

Since inception, no executive officer of the Company received cash 
compensation other than reimbursement of expenses incurred on behalf of 
the Company.  See "Item 13.  Certain Relationships and Related 
Transactions."

(b)  Compensation Pursuant to Plans  

         None.
  
(c)  Other Compensation  

         None.

(d)  Compensation of Directors  

         None.
  
(e)  Termination of Employment and Change of Control Arrangements  

         None.

<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

(a) & (b)  Security Ownership of Certain Beneficial Owners and Management

As of May 31, 1998, the persons listed in the table set forth below 
were known by the Company to own or control beneficially more than five 
percent of its outstanding common stock, par value $.00001 per share, 
its only class of outstanding securities.  


Name and Address of               Number of Shares       Percentage
  Beneficial Owner               Owned Beneficially       of Class 
----------------------         ----------------------   ------------
Ronald J. Miller                     9,826,000 (i)             24.9%
300 High Street
Denver, CO  80218

Susan K. Sundsvold                   9,228,000 (ii)          23.4%
5121 South Ironton Way
Englewood, CO  80111

Heather Zane Anderson                4,708,000 (iii)         11.9%
2111 Canyon Crest Avenue
San Ramon, CA  94583

Robert Neece                         2,792,000 (iv)           7.1%
303 E. Seventeenth Ave.
Suite 800
Denver, CO  80203

Underwood Family Partners, Ltd.      2,200,000 (v)            5.6%
7025 South Andes Circle
Aurora, CO  80016

Frank L. Kramer                      2,100,000 (vi)           5.3%
3127 Ramshorn Dr.
Castle Rock, CO 80104

All directors and 
executive officers                   4,708,000 (iii)         11.9% (i)-(iv)

  (i) - Excludes 8,950,000 Class A Warrants and 8,950,000 Class B Warrants.*

 (ii) - Includes 408,000 shares held by spouse.  Excludes 8,200,000 Class A 
        Warrants, 8,200,000 Class B Warrants, 200,000 Class C common stock 
        purchase warrants each exercisable for one share of common stock at a
        price of $0.08 per share ("Class C Warrants"), and 200,000 Class D
        common stock purchase warrants, each exercisable for one share of 
        common stock at a price of $0.10 per share ("Class D Warrants").*

(iii) - Excludes 4,100,000 Class A Warrants and 4,100,000 Class B Warrants.*

 (iv) - Excludes 2,600,000 Class A Warrants and 2,600,000 Class B Warrants.*

  (v) - Excludes 2,200,000 Class A Warrants and 2,200,000 Class B Warrants.*

 (vi) - Excludes 1,500,000 Class A Warrants and 1,500,000 Class B Warrants.*

* - The Class A Warrants, Class B Warrants, Class C Warrants and Class D 
    Warrants expire on February 12, 1999, unless extended by the Company's
    Board of Directors.

<PAGE>

(c)  Changes in Control

The Company knows of no arrangement or understanding the operation of 
which may at a subsequent date result in a change of control of the 
Company, except that if the Agreement with SoftLock Services, Inc. closes in
accordance with the terms contemplated by that Agreement (as described in Item 6
herein), a change of control to the SoftLock shareholders will occur.  The 
closing of the Agreement is subject to substantial conditions and
contingencies which have not yet been met.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been since inception no transactions, or series of 
transactions, nor are there any currently proposed transactions, or 
series of the same to which the Company is a party, in which the amount 
involved exceeds $60,000 and in which to the knowledge of the Company 
any director, executive officer, nominee, five per cent shareholder or 
any member of the immediate family of the foregoing persons have or 
will have a direct or indirect material interest.  


PART IV


ITEM 13.   EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES AND REPORTS ON 
FORM 8-K

(a)  Financial Statements and Schedules  

The following Financial Statements are filed as part of this report:

Report of Comiskey & Company Professional Corporation       F-1
Balance Sheet, March 31, 1998                               F-2
Statements of Operations, Fiscal Years Ended
   March 31, 1998 and 1997, and Period December 1, 
   1989 (inception) to March 31, 1998                       F-3
Statement of Stockholders' Equity, Period
   December 1, 1989 (inception) to March 31, 1998           F-4
Statements of Cash Flows, Fiscal Years Ended
   March 31, 1998 and 1997, and Period December 1, 
   1989 (inception) to March 31, 1998                       F-5
Notes to Financial Statements                               F-6-9

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of the Company's 
fiscal year ended March 31, 1998.

<PAGE>

(c)  Exhibits

The following Exhibits are filed with this report:
                                                       
     Name of Exhibit

(2.1)  Plan and Agreement of Reorganization entered into by Fieldcrest Corp.,
SoftLock Services, Inc. and Jonathan Schull, dated May 22, 1998

(3.1)  Certificate of Incorporation, incorporated by reference to 
Registration Statement No. 33-37751-D, effective February 12, 1991

(3.2)  Bylaws, incorporated by reference to Registration Statement 
No. 33-37751-D, effective February 12, 1991

(4.1)  Rights of Stockholders (included in 3.1 and 3.2 above)


<PAGE>

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Annual Report 
on Form 10-K to be signed on its behalf by the undersigned, duly 
authorized.

Date:  June 10, 1998               FIELDCREST CORP.



                                  By: /s/ Heather Zane Anderson
                                     ----------------------------
                                     Heather Zane Anderson, President





Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons, which 
include the Principal Executive Officer, the Principal Financial 
Officer and a majority of the Board of Directors on behalf of the 
Registrant and in the capacities and on the dates indicated.

Name                        Title                       Date
------------------------    -------------------         --------------


/s/ Heather Zane Anderson
-------------------------
Heather Zane Anderson       President, Secretary,       June 10, 1998
                            Treasurer, and Sole Director





Supplemental Information to be Furnished With Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered 
Securities Pursuant to Section 12 of the Act. 

No annual report or proxy materials have been sent to security holders.

SIGNATURES



No annual report or proxy materials have been sent to security holders.

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Fieldcrest Corp.

We have audited the accompanying balance sheet of Fieldcrest Corp. (a 
development stage company), as of March 31, 1998, and the related statements 
of operations, cash flows, and stockholders' equity (deficit) for the two years
then ended, and for the period from inception (December 1, 1989) to March 31,
1998.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  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.  We believe that our audits provide a reasonable basis
for our opinion.


In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Fieldcrest Corp. as of March 
31, 1998, and the results of its operations and its cash flows for each of the 
two years then ended, and for the period from inception (December 1, 1989) to 
March 31, 1998, in conformity with generally accepted accounting principles. 


As discussed in Note 5, there is substantial doubt about the Company's ability 
to continue as a going concern.  The Company has minimal working capital with 
which to fund its activities and evaluate merger candidates.  Management's 
plans with respect to funding future operations are also discussed in Note 5.
These financial statements do not include any adjustments which may be 
necessary if the Company is unable to continue in existence.


Denver, Colorado
May 22, 1998


                                                           COMISKEY & COMPANY
                                                     PROFESSIONAL CORPORATION





                                       F-1

<PAGE>
                            Fieldcrest Corp.
                    (A Development Stage Company)
                             BALANCE SHEET
                            March 31, 1998
                              (Audited)
      
      
       ASSETS

 CURRENT ASSETS
        Cash and cash equivalents                                $  3,293
                                                                 --------
       Total current assets                                         3,293
                                                                 --------
       TOTAL ASSETS                                              $  3,293
                                                                 ========


       LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
        Accounts payable                                         $    539
       Accounts payable - related party                               167
                                                                 --------
       Total current liabilities                                      706

 STOCKHOLDERS' EQUITY
        Preferred stock, $0.00001 par value; 20,000,000
           shares authorized; no shares issued and
           outstanding                                                  -
        Common stock, $0.00001 par value; 500,000,000
           shares authorized; 39,429,000 shares issued
 .         and outstanding                                            394
        Additional paid-in capital                                 36,520
        Deficit accumulated during the development
           stage                                                  (34,327)
                                                                 --------
       Total stockholders' equity                                   2,587 
                                                                 --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  3,293
                                                                 ========


    The accompanying notes are an integral part of the financial statements.
                                       F-2

<PAGE>

                                 Fieldcrest Corp.
                         (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                  (Audited)

<TABLE>
<S>                                       <C>               <C>            <C>
                                          Period  
                                          December 1, 1989 
                                          (Inception) 
                                          to March 31,            March 31,  
                                          1998                 1998         1997 
                                          ----------------   --------     --------

REVENUES
  Investment income                       $          2,711   $     -      $     -
                                          ----------------   --------     --------

EXPENSES
  General & administrative                          36,162     3,851        3,675
  Amortization                                         876         -            -
                                          ----------------   --------     --------

    Total expenses                                  37,038     3,851        3,675
                                          ----------------   --------     --------

NET LOSS                                           (34,327)   (3,851)      (3,675)

Accumulated deficit

  Balance, beginning of period                           -   (30,476)     (26,801)
                                          ----------------   --------     --------

  Balance, end of period                  $        (34,327) $(34,327)    $(30,476)

                                          ================   ========     ========

NET LOSS PER SHARE                        $           (NIL) $   (NIL)    $   (NIL) 

                                          ================   ========     ========

WEIGHTED AVERAGE NUMBER OF 
  SHARES OUTSTANDING                            35,301,878   38,843,794   38,429,000

                                          ================   ==========   ==========

</TABLE>

     The accompanying notes are an integral part of the financial statements.
                                       F-3

<PAGE>

                                 Fieldcrest Corp.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                                 <C>            <C>      <C>          <C>           <C>
                                                                         Deficit       Total
                                                                         accumulated   stock-
                                    Common Stock            Additional   during the    holders'
                                    Number of               paid-in      development   equity
                                    shares         Amount   capital      stage         (deficit)
                                    ------------   ------   ----------   -----------   ---------
Issuance of common stock for cash:
  8/20/90 at $0.00019 per share      4,000,000     $  40     $    710    $      -      $    750
  8/21/90 at $0.00025 per share      8,000,000        80        1,920           -         2,000
  8/21/90 at $0.00075 per share      2,000,000        20        1,480           -         1,500
  8/23/90 at $0.00025 per share      8,000,000        80        1,920           -         2,000
  8/29/90 at $0.00100 per share      1,400,000        14        1,386           -         1,400

  9/10/90 at $0.00025 per share      2,600,000        26          624           -           650
  9/11/90 at $0.00067 per share      1,500,000        15          985           -         1,000
  9/13/90 at $0.00040 per share        500,000         5          195           -           200
  8/29/90 at $0.00100 per share      2,000,000        20        1,480           -         1,500

 Net loss for the period 12/1/89
  (inception) to 3/31/91                     -         -            -        (399)         (399)
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/91                 30,000,000       300       10,700        (399)       10,601

 Issuance of common stock for cash:
  8/8/91 at $0.01000 per share       4,725,000        47       47,803           -        47,850

 Deferred offering costs                     -         -      (26,016)          -       (26,016)

 Net loss for the year ended 3/31/92         -         -            -      (3,120)       (3,120) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/92                 34,725,000       347       32,487      (3,519)       29,315

 Net loss for the year ended 3/31/93         -         -            -      (5,666)       (5,666) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/92                 34,725,000       347       32,487      (9,185)       23,649

 Issuance of common stock for cash:
  6/30/93 at $0.00500 per share      1,200,000        12        5,988           -         6,000

 Net loss for the year ended 3/31/94         -         -            -      (7,817)       (7,817) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/94                 35,925,000       359       38,475     (17,002)       21,832

 Issuance of common stock for cash:
  8/15/94 at $0.00500 per share        204,000         2        1,018           -         1,020
  11/23/94 at $0.00500 per share       500,000         5        2,495           -         2,500

 Refund of investors' monies held in
  Escrow                                     -         -      (19,440)          -       (19,440)

 Net loss for the year ended 3/31/95         -         -            -      (6,001)       (6,001) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/95                 36,629,000       366       22,548     (23,003)          (89)

 Issuance of common stock for cash:
  7/13/95 at $0.00500 per share        600,000         6        2,994           -         3,000
  2/5/95 at $0.00500 per share       1,200,000        12        5,988           -         6,000

 Net loss for the year ended 3/31/96         -         -            -      (3,798)       (3,798)
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/96                 38,429,000       384       31,530     (26,801)        5,113

 Net loss for the year ended 3/31/97         -         -            -      (3,675)       (3,675) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/97                 38,429,000       384       31,530     (30,476)       1,438

 Issuance of common stock for cash:
  10/27/98 at $0.00500 per share       800,000         8        3,992           -        4,000
  11/14/98 at $0.000500 per share      200,000         2          998           -        1,000

Net loss for the year ended 3.31.98          -         -            -      (3,851)      (3,851)
                                    ----------     -----     --------    --------      -------
Balance at 3/31/98                  39,429,000     $ 394     $ 36,520    $(34,327)     $ 2,587
                                    ==========     =====     ========    ========      =======
</TABLE>
     The accompanying notes are an integral part of the financial statements.
                                       F-4

<PAGE>

                                      Fieldcrest Corp.
                               (A Development Stage Company)
                                  STATEMENTS OF CASH FLOWS
                                       (Audited)

<TABLE>
<S>                                       <C>                   <C>        <C>
                                          Period
                                          December 1, 1989
                                          (Inception) 
                                          to March 31,               March 31,
                                          1998                    1998       1997
                                          ----------------      --------   --------
BALANCES
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                $        (34,327)    $  (3,851) $  (3,675)
  Adjustments to reconcile net loss
   to net cash used by operating
   activities:
     Amortization                                      876             -          -
     Increase (decrease) in accounts
      payable                                          539           489       (290)
     Increase (decrease) in accounts payable -
      related party                                    167           (18)       (30)
                                          ----------------      --------   --------
   Net cash used by operating
    activities                                     (32,745)       (3,380)    (3,995)

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in organizational costs                    (876)            -          -
                                          ----------------      --------   --------
   Net cash used by investing activities              (876)            -          -

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                          82,370         5,000          -
  Deferred offering costs paid                     (26,016)            -          -
  Statutory escrow contribution                    (19,440)            -          -
                                          ----------------      --------   --------
   Net cash provided by financing
    activities                                      36,914         5,000          -
                                          ----------------      --------   --------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                               3,293         1,620     (3,995)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                    -         1,673      5,668
                                          ----------------      --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                           $          3,293     $   3,293  $   1,673
                                          ================      ========   ========
</TABLE>


       The accompanying notes are an integral part of the financial statements.
                                       F-5


<PAGE>

                                   Fieldcrest Corp.
                            (A Development Stage Company)
                            NOTES TO FINANCIAL STATEMENTS
                                   March 31, 1998

1.  Summary of Significant Accounting Policies

Development Stage Company

Fieldcrest Corp. (the "Company") was incorporated under the laws of the 
State of Delaware on December 1, 1989.

The Company has been in the development stage since inception, as defined by 
Statement No. 7 of the Financial Accounting Standards Board and has not 
engaged in any business other than organizational efforts, raising capital, 
and investigating business opportunities.  The Company's year end is March 31.
It has no full-time employees and owns no real property.  The Company 
intends to seek out and take advantage of business opportunities that may 
have potential for profit and, to that end, intends to acquire properties or 
businesses, or a controlling interest therein.  Management of the Company 
will have virtually unlimited discretion in determining the business 
activities in which the Company might engage.

The Company currently does not own any properties or an interest in any 
business.  However, as is more fully described in Note 6, the Company 
has entered into a Plan and Agreement of Reorganization with SoftLock Services,
Inc.

Organization Costs

Organization costs have been amortized over a 60-month period using the 
straight-line method.

Loss per Share

Loss per share has been computed using the weighted average number of shares 
outstanding.

Statement of Cash Flows

For purposes of the statement of cash flows, the Company considers all 
highly liquid debt instruments purchased with an original maturity date of 
three months or less to be cash equivalents.

Fair Values of Financial Instruments

Unless otherwise indicated, the fair value of all reported assets and 
liabilities which represent financial instruments (none of which are held
for trading purposes) approximate the carrying values of such amounts.

Use of Estimates

The preparation of the Company's financial statements in conformity with 
generally accepted accounting principles requires the Company's management 
to make estimates and assumptions that affect the amounts reported in these 
financial statements and accompanying notes.  Actual results could differ 
from those estimates.

2.  Stockholders' Equity

Issuance of Common Stock

The Company's Certificate of Incorporation authorizes the issuance of 
500,000,000 shares of common stock with a par value of $0.00001 per share.  
Each record holder of common stock is entitled to one vote for each share 
held on all matters properly submitted to the stockholders for their vote.  
Cumulative voting for the election of directors is not permitted by the 
Certificate of Incorporation.

                                      F-6

In June 1993, the Company sold, in a private placement, an aggregate of 
1,200,000 shares of its restricted common stock to four existing 
stockholders for a total of $6,000.

On August 15, 1994, the Company sold to its sole officer 204,000 shares of 
its $0.00001 par value common stock for $1,020 cash.

During November 1994, the Company sold to three existing stockholders, an 
additional 500,000 shares of its $0.00001 par value common stock for $2,500 
cash.

On July 13, 1995, the Company sold to existing stockholders, 600,000 shares 
of its $0.00001 par value common stock for $2,000 cash, and $1,000 in 
subscription receivable which was paid on November 9, 1995.

On February 5, 1996, the Company sold to existing stockholders, 1,200,000 
shares of its $0.00001 par value common stock for $6,000 cash.

During October and November 1997, the Company sold to existing stockholders,
1,000,000 units of its $0.00001 par value common stock and warrants for
$5,000 cash.  Each unit consists of one share of common stock, one Class C
warrant and one Class D warrant.  Each Class C warrant and each Class D warrant
will be exercisable for one share of the Company's common stock at a price of
$0.08 per share and $0.10 per share, respectively, any time through February
12, 1999 and may be transferred separately from the common stock.  The Company
may redeem the warrants at a price of $0.00001 per warrant upon 30 days' 
written notice, reduce the exercise price, or indefinitely extend the exercise
period of the warrants.  At March 31, 1998, no warrants have been exercised.

Preferred Stock

The Company's Certificate of Incorporation authorizes the issuance of 
20,000,000 shares of preferred stock, par value of $0.00001 per share.  The 
Board of Directors of the Company is authorized to issue preferred stock 
from time to time in series and is further authorized to establish such 
series, to fix and determine the variations in the relative rights and 
preferences as between the series, and to allow for the conversion of 
preferred stock into common stock.  No preferred stock has been issued by 
the Company.

Public Offering

On August 20, 1991, the Company completed its initial public offering after 
selling 4,725,000 units of its common stock and warrants.  Each unit 
consists of one share of common stock, one Class A warrant and one Class B 
warrant.  Each Class A warrant and each Class B warrant will be exercisable 
for one share of common stock at a price of $0.08 per share and $0.10 per 
share, respectively, any time through February 12, 1999 and may be 
transferred separately from the common stock.  The Company may redeem the 
warrants at a price of $0.00001 per warrant upon 30 days' written notice, 
reduce the exercise price, or indefinitely extend the exercise period of the 
warrants.  At March 31, 1998, no warrants have been exercised.

The Company received net proceeds from the offering of $21,234 after 
deducting offering costs of $26,016, of which $19,440 was subsequently 
refunded in 1995 to stockholders in accordance with Colorado Securities 
laws.

The Company also received $600 from the offering for the sale of 30,000,000
Class A Warrants and 30,000,000 Class B Warrants to existing stockholders.

                                      F-6

3.  Related Party Transactions

The Company presently maintains its offices at the home of its President for 
which it pays no rent, and for which it does not anticipate paying rent in 
the future.

The Company paid Pred and Miller, its former securities counsel, a total of 
$14,957 in connection with the public offering of the Company's common 
stock.  Additionally, three of the Company's stockholders (Heather Zane 
Anderson, Ronald J. Miller, and Robert Neece) were associated with the firm 
of Pred and Miller as either an associate attorney or partner.  During July 
1991, the law firm of Pred and Miller was dissolved and the Company retained 
the law firm of Robert Neece, P.C.  During June 1992, Robert Neece joined 
Burns, Wall, Smith and Mueller, P.C.  The Company paid Burns, Wall, Smith 
and Mueller, P.C. $-0- and $170 for legal services provided during fiscal 
years 1998 and 1997, respectively.

During the year ended March 31, 1998, the costs reimbursed to the office of 
Heather Zane Anderson (a stockholder and sole officer and director of the 
Company) amounted to $288, with no additional amounts due at March 31, 1998.

In the event the Company successfully completes the acquisition of a 
business opportunity, the Board of Directors may award a finder's fee to an 
officer or affiliate of the Company, or to a third party, if the acquisition 
is originated due to his or her efforts.  The fee would be paid in stock 
only and not cash.  If the Company completes the acquisition of SoftLock 
Services, Inc., the Company does not anticipate paying a finder's fee.

As of March 31, 1998, the Company's sole officer and director owns and 
controls 4,708,000 shares of the Company's common stock, representing 
approximately 12% of the Company's issued and outstanding common stock.

4.  Income Taxes

The Company has net operating loss carryforwards of approximately $33,900 
which expire between 2005 and 2013.  The carryforwards may be limited or 
prohibited upon a reorganization or change in corporate ownership.  The 
approximate income tax benefit from these carryforwards, totaling $6,500, 
has been offset by a valuation allowance.  The valuation allowance increased 
by $600 and $800 for the years ended March 31, 1998 and 1997, respectively.

5.  Going Concern

There is substantial doubt about the Company's ability to continue as a 
going concern.  The Company has minimal working capital with which to fund 
its activities and evaluate merger candidates.  Management's plans to 
alleviate these conditions include selling stock in private placements to, 
or obtaining loans from, its existing stockholders.

                                      F-8

<PAGE>

6.  Subsequent Events

On May 22, 1998, the Company entered into a Plan and Agreement of 
Reorganization with SoftLock Services, Inc., (a Delaware corporation).  Under
the terms of the Agreement, SoftLock shareholders would acquire approximately
90% ownership interest in Fieldcrest in return for their stock ownership in 
SoftLock, making SoftLock a wholly-owned subsidiary of Fieldcrest.  The closing
of the Agreement is subject to substantial conditions and contingencies.
Closing will occur after all conditions and contingencies have been met and is
anticipated to occur in early July of this year.

Founded in 1992, SoftLock is a premier provider of patented tools and services
for information commerce on the internet and beyond. SoftLock protects the 
value of intellectual property such as software, CDs, videos, etc., which can 
be provided in digital form. SoftLock provides a secure means for purchasing 
and protecting such goods while encouraging copying and preventing 
unauthorized use.

SoftLocked digital objects can be purchased and freely accessed in authorized 
contexts (on a particular hard-drive, or in the presence of a particular smart 
card or voiceprint, fingerprint, or iris-print), but when they are 
redistributed, they automatically relock and invite another purchase through 
SoftLock's password-dispensing systems at 1-800-SoftLock and 
http://www.softlock.com.  SoftLock's current clients include Inso Corporation,
John Wiley & Sons, Novell, Inc. and numerous other information publishers and 
software developers

                                     F-9

<PAGE>