As filed with the Securities and Exchange Commission on May 18, 2004.
                                                  Registration No. 333-_________


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PHOTO CONTROL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                        <C>                                        <C>
           MINNESOTA                                       3861                                       41-0831186
(State or other jurisdiction of                (Primary Standard Industrial                        (I.R.S. Employer
incorporation or organization)                  Classification Code Number)                       Identification No.)
</TABLE>

                            4800 QUEBEC AVENUE NORTH
                          MINNEAPOLIS, MINNESOTA 55428
                            TELEPHONE: (763) 537-3601
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive office)

                                 JOHN R. HELMEN
                             CHIEF EXECUTIVE OFFICER
                            PHOTO CONTROL CORPORATION
                            4800 QUEBEC AVENUE NORTH
                          MINNEAPOLIS, MINNESOTA 55428
                            TELEPHONE: (763) 537-3601
                            FACSIMILE: (763) 537-2852
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   COPIES TO:
      J.C. ANDERSON                                      DONALD C. WILLEKE
       RICK HAUSER                                       WILLEKE & DANIELS
    GRAY PLANT MOOTY                                    201 RIDGEWOOD AVENUE
     500 IDS CENTER                                    MINNEAPOLIS, MN 55403
  80 SOUTH SIXTH STREET                              TELEPHONE: (612) 870-4000
  MINNEAPOLIS, MN 55402                              FACSIMILE: (612) 870-0689
TELEPHONE: (612) 632-3000
FACSIMILE: (612) 632-4444

     Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after the effective date of this registration
statement and the effective time of the merger of PC Acquisition, Inc., a
wholly-owned subsidiary of the registrant, with and into Nature Vision, Inc., as
described in the Merger Agreement and Plan of Reorganization, dated as of April
15, 2004, which is attached as Annex A to the joint proxy statement/prospectus
forming a part of this registration statement.

     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.[ ]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] Registration No. ____

     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] Registration No. ______


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                           Proposed
   Title of each class                                        Proposed maximum              maximum
   of securities to be              Amount to be               offering price          aggregate offering           Amount of
        registered                 registered(1)                per share(2)                price(3)             registration fee
----------------------------------------------------------------------------------------------------------------------------------
Common stock, par value
<C>                                <C>                              <C>                    <C>                         <C>
$0.08 per share                    2,199,991 shares                 N/A                    $1,552,087                  $197
</TABLE>

(1) The maximum number of common shares of Photo Control Corporation that may be
    registered is based on the maximum number of shares issuable upon
    consummation of the merger described in this document.
(2) Not included pursuant to Rule 457(o).
(3) Based upon $0.41, which is the approximate book value per share of the
    common stock of Nature Vision, Inc. on March 31, 2004, multiplied by the
    maximum number of shares of common stock of Nature Vision, Inc. presently
    outstanding or issuable or expected to be issued in connection with the
    consummation of the merger described in this document (3,784,150 shares), in
    accordance with Rules 457(f)(2), and estimated solely for the purpose of
    determining the amount of the registration fee pursuant to Rule 457.

     PHOTO CONTROL CORPORATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON ANY
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL PHOTO
CONTROL CORPORATION FILES A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE US ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
BECOMES EFFECTIVE ON WHATEVER DATE THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

The information in this joint proxy statement/prospectus is not complete and may
be changed. A registration statement relating to Photo Control's common stock to
be issued under the merger agreement has been filed with the Securities and
Exchange commission. The common stock may not be sold nor may offers to buy be
accepted until the registration statement is effective. This joint proxy
statement/prospectus does not constitute an offer to sell or a solicitation of
an offer to buy the common stock in any state in which the offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws.

                  SUBJECT TO COMPLETION, DATED MAY __, 2004


<PAGE>


DEAR PHOTO CONTROL AND NATURE VISION SHAREHOLDERS:

           On behalf of the boards of directors and management teams of both
Photo Control Corporation (Photo Control) and Nature Vision, Inc. (Nature
Vision), we are pleased to deliver this joint proxy statement/prospectus for the
proposed merger of PC Acquisition, Inc., a wholly-owned subsidiary of Photo
Control, with and into Nature Vision. Nature Vision will be the surviving
corporation immediately following the merger and will operate as a wholly-owned
subsidiary of Photo Control. As part of the merger Photo Control will change its
name to "Nature Vision, Inc." The shares of the combined company will trade on
the Nasdaq SmallCap Market under the symbol "____."

           If the merger is consummated, each share of Nature Vision common
stock will be converted, directly or indirectly, into the right to receive
0.58137 shares of Photo Control common stock. Accordingly, the value, but not
the number of shares of Photo Control common stock that Nature Vision
shareholders will receive in the merger will vary depending upon the market
price of Photo Control common stock at the time of the closing of the merger.
Photo Control's common stock is currently listed on the Nasdaq SmallCap Market
under the symbol "PHOC" and on ___________, 2004, the closing sale price of
Photo Control's common stock was $____ per share. Based on the number of shares
of common stock of Photo Control and Nature Vision outstanding on April 30,
2004, and taking into account the purchase of Photo Control common shares by
Richard Kiphart, a Photo Control director who is purchasing up to 653,594 common
shares from Photo Control immediately prior to the closing of the merger at a
price less than the market price of the shares, former Nature Vision
shareholders will own, on a fully-diluted basis, approximately 46% of the
combined company after the merger and the related stock sale occur.
Fully-diluted takes into account options and warrants to purchase Photo Control
common shares, including options and warrants issued to replace former options
and warrants to purchase Nature Vision common shares.

           The boards of directors of both Photo Control and Nature Vision have
approved the proposed merger and unanimously recommend that their respective
shareholders approve the merger, as well as other important separate proposals
related to the merger that are presented in this document. The boards are asking
that (1) Nature Vision shareholders approve the merger and (2) Photo Control
shareholders approve: (a) the merger; (b) the issuance in the merger of shares
of Photo Control common stock in an amount equal to 20% or more of Photo
Control's outstanding common stock to Nature Vision and to Mr. Kiphart, Photo
Control director, in a related transaction at a price less than market price of
the shares; (c) the amendment and restatement of Photo Control's articles of
incorporation in order to change its corporate name to "Nature Vision, Inc.,"
increase the number of authorized shares of capital stock from 5,000,000 shares
to 50,000,000 shares, elect not to be subject to provisions of the Minnesota
Control Share Acquisition Act, require a supermajority to repeal or amend
provisions in Photo Control's bylaws concerning the classification of directors;
require a supermajority to remove directors, permit directors to take written
action under certain circumstances by less than unanimous consent, eliminate the
provision to amend the articles, requiring the affirmative vote of a majority of
the outstanding common shares, repeal the supermajority provision required for a
merger, sale of substantially all assets, recapitalization or similar
transaction; and eliminate other provisions already controlled by the Minnesota
Business Corporation Act; (d) a further amendment to Photo Control's articles of
incorporation to repeal the supermajority provision required for a merger, sale
of substantially all assets, recapitalization or similar transaction; (e) an
amendment to Photo Control's bylaws to allow the directors to set the size of
the board, subject to a minimum of three directors, and to require a
supermajority vote of two-thirds of the outstanding common shares to remove a
director, unless the board of directors approves, in which case the affirmative
vote of a majority of the outstanding shares will be required; (f) the 2004
Photo Control Stock Incentive Plan; and (g) setting the number of directors at
six. Photo Control shareholders will also have an opportunity to re-elect
Richard P. Kiphart to serve as a Photo Control director. Photo Control and
Nature Vision have each scheduled special shareholder meetings to obtain
shareholder votes on these proposals. Information regarding these special
meetings is included in this document.

           This document provides detailed information about Photo Control,
Nature Vision, the merger and other important separate proposals you are being
asked to vote on at the special meetings. We encourage you to read this entire
document and its annexes carefully before deciding how to vote. IN PARTICULAR,
YOU SHOULD READ AND CONSIDER CAREFULLY THE RISKS DISCUSSED UNDER THE CAPTION
TITLED "RISK FACTORS" BEGINNING ON PAGE __ OF THE JOINT PROXY
STATEMENT/PROSPECTUS BEFORE COMPLETING YOUR PROXY CARD.


<PAGE>


           Your vote is important, regardless of the number of shares you own.
To vote your shares, you may use the enclosed proxy card or you may attend the
special meeting held by your company. If you do not vote, it will have the same
effect as voting against approval of the merger and the other proposals
described above.

           We are very enthusiastic about the merger and join the members of the
two companies' boards in recommending that you vote "FOR" the proposals being
submitted for your consideration and vote.

           Thank you for your continued support.

                     /S JOHN R. HELMEN                   /S/ JEFFREY P. ZERNOV
                     John R. Helmen                      Jeffrey P. Zernov
                     CEO                                 President and CEO
                     Photo Control Corporation           Nature Vision, Inc.

           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION OR THE
REGISTRATION OF PHOTO CONTROL COMMON STOCK TO BE ISSUED IN THE TRANSACTION OR
DETERMINED WHETHER THE JOINT PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           This joint proxy statement/prospectus is dated _________, 2004 and is
first being mailed to shareholders of Photo Control and Nature Vision on or
about _________, 2004.

ADDITIONAL INFORMATION

           This joint proxy statement/prospectus incorporates important business
and financial information about Photo Control from documents that it has filed
with the SEC but that have not been included in or delivered with this joint
proxy statement/prospectus. For a listing of documents incorporated by reference
into this proxy statement/prospectus, please see the section entitled "Where You
Can Find More Information" beginning on page ___ of this joint proxy
statement/prospectus. Shareholders of Photo Control and Nature Vision may obtain
this information at no charge by submitting a written or oral request to:

                     Photo Control Corporation
                     Attn: Secretary
                     4800 Quebec Avenue North
                     Minneapolis, Minnesota 55428
                     (763) 537-3601

           IN ORDER FOR YOU TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN
ADVANCE OF THE SPECIAL MEETINGS, PHOTO CONTROL SHOULD RECEIVE YOUR REQUEST NO
LATER THAN ___________, 2004.


<PAGE>


                            PHOTO CONTROL CORPORATION
                            4800 Quebec Avenue North
                          Minneapolis, Minnesota 55428
                                 (763) 537-3601

                                    NOTICE OF
                         SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ____________, 2004


TO THE HOLDERS OF COMMON STOCK OF PHOTO CONTROL CORPORATION:

           The special meeting of shareholders of Photo Control will be held at
the offices of Photo Control Corporation, 4800 Quebec Avenue North, Minneapolis,
Minnesota, on _________, __________, 2004 at ____ _.m., Minnesota time, for the
following purposes:

1.         To consider and vote upon a proposal to approve the merger agreement
           and plan of reorganization dated April 15, 2004, by and among Nature
           Vision, Inc., Photo Control Corporation, PC Acquisition, Inc.,
           Jeffrey P. Zernov (as shareholders' representative) and certain
           Nature Vision shareholders, which is attached as Annex A.

2.         To consider and vote upon a proposal to approve the issuance of
           shares of common stock in an amount equal to 20% or more of Photo
           Control's outstanding common stock to:

           o          the shareholders of Nature Vision, Inc., under the merger
                      agreement and plan of reorganization.

           o          Richard P. Kiphart, a director of Photo Control, at a
                      price less than market price of the shares, pursuant to
                      his subscription and investment representation agreement.

3.         To consider and vote upon a proposal to amend and restate Photo
           Control's articles of incorporation in the form attached as Annex B.
           The effect of the amendments is to:

           o          change the corporate name to "Nature Vision, Inc."

           o          increase the number of authorized shares of capital stock
                      from 5,000,000 shares to 50,000,000 shares.

           o          elect not to be subject to provisions of the Minnesota
                      Control Share Acquisition Act.

           o          require a supermajority to repeal or amend provisions in
                      Photo Control's bylaws concerning the classification of
                      directors.

           o          require a supermajority to remove directors.

           o          permit directors to take written action under certain
                      circumstances by less than unanimous consent.

           o          eliminate the provision requiring the affirmative vote of
                      a majority of the outstanding common shares to amend the
                      articles.

           o          eliminate other provisions already controlled by the
                      Minnesota Business Corporation Act.


<PAGE>


4.         To consider and vote upon a proposal to further amend Photo Control's
           articles of incorporation in order to repeal the supermajority voting
           provision required for a merger, sale of substantially all assets,
           recapitalization or similar transaction affecting Photo Control.

5.         To consider and vote upon a proposal to amend the bylaws to:

           o          provide that the number of directors constituting the
                      board will be set by the board of directors, subject to a
                      minimum size of three directors.

           o          require a supermajority vote of two-thirds of the
                      outstanding common shares to remove a director, unless the
                      board of directors approves, in which case the affirmative
                      vote of a majority of the outstanding shares will be
                      required.

6.         To consider and vote upon a proposal to adopt the Photo Control 2004
           Stock Incentive Plan.

7.         To consider and vote upon a proposal to set the number of directors
           at six.

8.         To elect Richard P. Kiphart to serve as a Class I director for a
           three-year term or until his successor is elected or appointed.

9.         To consider and vote upon any motion to adjourn the meeting to a
           later time to permit, among other things, further solicitation of
           proxies if necessary to establish a quorum or to obtain additional
           votes in favor of the foregoing items.

10.        To consider and act on such other business as may properly come
           before the meeting or any adjournment or adjournments thereof.

           Photo Control's board of directors has fixed the close of business on
____________, 2004 as the record date for the determination of shareholders
entitled to receive notice of and to vote at the meeting and any adjournment or
postponements thereof.

           The proposals, as well as information about the proposed merger are
described in detail in the accompanying joint proxy statement/prospectus. You
are urged to read these materials very carefully and in their entirety before
deciding how to vote.

           A quorum, consisting of a majority of shares of common stock entitled
to vote at the special meeting, must be present in person or by proxy before
action may be taken at the special meeting. Approval of Proposal Nos. 1 and 3
requires the affirmative vote of a majority of the outstanding common shares of
Photo Control; Proposal No. 4 requires the affirmative vote of two-thirds of the
outstanding common shares; and the remaining proposals require the affirmative
vote of the holders of the greater of (a) a majority of Photo Control common
stock present at the special meeting, either in person or by proxy, and entitled
to vote on that proposal or (b) the majority of the minimum number of shares of
common stock that would constitute a quorum for transacting business at the
special meeting. Broker non-votes are not counted as votes for or against a
proposal. Abstentions are counted in determining the total number of votes cast
on a proposal. An abstention has the effect of a negative vote.

           YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF
PHOTO CONTROL COMMON STOCK YOU OWN. PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE
THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. EVEN IF YOU PLAN TO
ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ARE A RECORD HOLDER, YOU MAY ALSO CAST
YOUR VOTE IN PERSON AT THE SPECIAL MEETING. IF YOUR SHARES ARE HELD IN AN
ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT YOUR BROKER OR BANK ON
HOW TO VOTE YOUR SHARES.

           If you choose to approve a proposal, please check the box indicating
a vote "FOR" the proposal by following the instructions contained in the
enclosed proxy card. If you properly sign and return your proxy card


<PAGE>


with no voting instructions, you will be deemed to have voted "FOR" the approval
of each of the proposals put forth at the special meeting. You may revoke your
proxy at any time before it is voted at the special meeting.

           After careful consideration, Photo Control's board of directors
unanimously determined that the merger and the resulting issuance of Photo
Control common stock to the shareholders of Nature Vision, as well as the sale
of stock to Richard P. Kiphart and the other proposals listed in this notice,
are in the best interests of Photo Control and its shareholders. Photo Control's
board of directors unanimously recommends that you vote "FOR" each of the
proposals to be presented at the special meeting.

                                          By Order of the Board of Directors

                                          /s/ JOHN R. HELMEN
                                          John R. Helmen
                                          Chief Executive Officer

_____________, 2004

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES.


<PAGE>


                               NATURE VISION, INC.
                                213 NW 4th Street
                            Brainerd, Minnesota 54601
                                 (218) 825-0733

                                    NOTICE OF
                         SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ____________, 2004

TO THE HOLDERS OF COMMON STOCK OF NATURE VISION, INC.:

           The special meeting of shareholders of Nature Vision, Inc. will be
held at _______________________, on _______________, _________________, 2004, at
____ _.m., Minnesota time, for the following purposes:

           1.         To consider and vote upon a proposal to approve the merger
                      agreement and plan of reorganization dated April 15, 2004,
                      by and among Nature Vision, Inc., Photo Control
                      Corporation, PC Acquisition, Inc., Jeffrey P. Zernov (as
                      shareholders' representative) and certain Nature Vision
                      shareholders, which is attached as Annex A.

           2.         To consider and vote upon any motion to adjourn the
                      meeting to a later time to permit, among other things,
                      further solicitation of proxies if necessary to establish
                      a quorum or to obtain additional votes in favor of the
                      foregoing item.

           3.         To consider and act on such other business as may properly
                      come before the meeting or any adjournment or adjournments
                      thereof.

           Nature Vision's board of directors has fixed the close of business on
__________________, 2004 as the record date for the determination of
shareholders entitled to receive notice of and to vote at the meeting and any
adjournment or postponements thereof.

           The proposals, as well as information about the merger are described
in detail in the accompanying joint proxy statement/prospectus. You are urged to
read these materials very carefully and in their entirety before deciding how to
vote.

           A quorum, consisting of a majority of common shares entitled to vote
at the special meeting, must be present in person or by proxy before action may
be taken at the special meeting. The affirmative vote of holders of a majority
of the outstanding Nature Vision common shares is required to approve the merger
under the Minnesota Business Corporation Act. The merger agreement provides that
as a condition to Photo Control's obligation to close the merger, which Photo
Control may waive, holders of 98% of the outstanding Nature Vision common shares
must approve the merger. The affirmative vote of holders of the majority of the
Nature Vision common shares present and entitled to vote at the special meeting
is required to approve the other proposals.

           YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF NATURE
VISION COMMON SHARES YOU OWN. PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT
YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING. EVEN IF YOU PLAN TO ATTEND
THE SPECIAL MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. IF YOU ARE A RECORD HOLDER, YOU MAY ALSO CAST YOUR VOTE IN
PERSON AT THE SPECIAL MEETING. IF YOUR SHARES ARE HELD IN AN ACCOUNT AT A
BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT YOUR BROKER OR BANK ON HOW TO VOTE
YOUR SHARES.

           If you choose to approve a proposal, please check the box indicating
a vote "FOR" the proposal by following the instructions contained in the
enclosed proxy card. If you properly sign and return your proxy card with no
voting instructions, you will be deemed to have voted "FOR" the approval of each
of the proposals put forth at the special meeting. If you do not vote, it will
have the same effect as a vote against the merger. You may revoke your proxy at
any time before it is voted at the special meeting.


<PAGE>


           Shareholders who do not vote in favor of this transaction and who
properly assert dissenters' rights as set forth in sections 302A.471 and
302A.473 of the Minnesota Business Corporation Act will be entitled, if the
merger is completed, to receive payment of the fair cash value of their shares
as determined by a Minnesota court. Nature Vision shareholders should read the
section entitled "Summary of Rights of Dissenting Shareholders of Nature Vision"
in the accompanying joint proxy statement/prospectus and Sections 302A.471and
302A.473 of the Minnesota Business Corporation Act, which are attached as Annex
C to the accompanying joint proxy statement/prospectus, for a description of the
procedures that shareholders must follow in order to exercise their dissenters'
rights.

           After careful consideration, Nature Vision's board of directors
determined that the merger is in the best interests of Nature Vision and its
shareholders. The board of directors unanimously recommends that you vote "FOR"
approval of each of the proposals to be presented at the special meeting.

                                          By Order of the Board of Directors

                                          /s/ JEFFREY P. ZERNOV
                                          Jeffrey P. Zernov
                                         President and CEO

_________________, 2004

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES.


<PAGE>


QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

SUMMARY
           The Companies
           The Proposed Merger
           What Nature Vision Shareholders will Receive in the Merger
           Market Price
           Exchange of Stock Certificates
           Reasons for the Transaction
           Amendments to Photo Control's Articles of Incorporation
           Interests of Certain Persons in the Merger
           Votes Required
           Recommendations to Shareholders
           Opinion of Financial Advisor
           Conditions to the Transaction
           Ownership of Common Stock of Photo Control After the Merger
           Treatment of Stock Options and Warrants
           Material Federal Income Tax Consequences of the Merger
           Listing of Photo Control Common Stock
           Dissenters' Rights of Nature Vision Shareholders
           Accounting Treatment of the Merger

MARKET PRICE AND DIVIDEND INFORMATION

RISK FACTORS
           Risks Related to the Merger
           Risks Related to Photo Control
           Risks Related to Nature Vision

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

INFORMATION ABOUT THE MEETINGS
           Photo Control's Special Meeting

<TABLE>
<S>                            <C>
PHOTO CONTROL PROPOSAL NO. 1 - Approval of the Merger Agreement and Plan of Reorganization

PHOTO CONTROL PROPOSAL NO. 2 - Approval of the Issuance of Common Stock in an Amount Equal to 20% or More of Photo Control's
Outstanding Common Stock under the Merger Agreement and Plan of Reorganization and Related Agreement

PHOTO CONTROL PROPOSAL NO. 3 - Approval of Amended and Restated Articles of Incorporation

PHOTO CONTROL PROPOSAL NO. 4 - Further Amendment of Photo Control's Articles of Incorporation (Repeal of Article X)

PHOTO CONTROL PROPOSAL NO. 5 - Approval of Amendments to Photo Control's Bylaws

PHOTO CONTROL PROPOSAL NO. 6 - Approval of the Photo Control Corporation 2004 Stock Incentive Plan

PHOTO CONTROL PROPOSAL NO. 7 - Election of Directors

PHOTO CONTROL PROPOSAL NO. 8
           Nature Vision's Special Meeting


                                       i
<PAGE>


Nature Vision PROPOSAL NO. 1 - Approval of the Merger Agreement and Plan of Reorganization

Nature Vision PROPOSAL NO. 2 - The Adjournment

THE MERGER
           Background of the Merger
           Photo Control's Reasons for the Transaction
           Recommendation of the Photo Control Board of Directors
           Nature Vision's Reasons for the Transaction
           Recommendation of the Nature Vision Board of Directors
           Opinion of Goldsmith, Agio, Helms Securities, Inc.
           Interests of Certain Persons in the Merger
           Closing of the Merger
           Material Federal Income Tax Consequences
           Management and Operations of Photo Control after the Merger
           Regulatory Approvals

DESCRIPTION OF THE MERGER AGREEMENT AND PLAN OF REORGANIZATION
           The Merger
           Closing and Effective Time of the Merger
           Conversion of Securities
           Escrow Agreement
           Shareholder Representative
           Representations and Warranties
           Survival of Representations and Warranties
           Conduct of Business before Completion of the Merger
           Additional Covenants
           Limitation on Photo Control's Ability to Consider Other Acquisition Proposals
           Conditions to Photo Control's and Nature Vision's Obligations to Complete the Merger
           Conditions to Photo Control's Obligation to Complete the Merger
           Conditions to Nature Vision's Obligation to Complete the Merger
           Termination of the Merger Agreement
           Termination of Merger Agreement by Photo Control

Termination of Merger Agreement by Nature Vision
           Effects of Termination
           Payment of Termination Fees
           Expenses
           Extension, Waiver and Amendment
           Indemnification

RELATED AGREEMENTS

SUMMARY OF RIGHTS OF DISSENTING SHAREHOLDERS OF Nature Vision

BUSINESS OF PHOTO CONTROL
           Overview
           Products
           Intellectual Property
           Competition
           Research and Development
           Government Regulation.
           Employees
           Properties


                                       ii
<PAGE>


PHOTO CONTROL MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
           General
           Critical Accounting Policies
           Off Balance Sheet Financing Arrangements
           Results of Operations
           Liquidity and Capital Resources

BUSINESS OF NATURE VISION
           Overview
           Products
           Markets and Marketing
           Manufacturing
           Competition
           Patents and Trademarks
           Regulation
           Employees
           Properties

NATURE VISION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
           General
           Critical Accounting Policies
           Off Balance Sheet Financing Arrangements
           Results of Operations
           Liquidity and Capital Resources

PHOTO CONTROL MANAGEMENT
           Directors, Nominee for Director and Executive Officers
           Compensation of Photo Control's Directors
           Committees and Meetings of Photo Control's Board of Directors
           Photo Control's Audit Committee Report
           Photo Control's Director Nomination Process
           Photo Control's Code of Business Conduct and Ethics
           Communications with Photo Control's Directors
           Executive Officers of Photo Control After the Merger
           Photo Control's Summary Compensation Table
           Photo Control Option Grants During Fiscal Year
           Aggregated  Photo Control Option Exercises During Year Ended December 31, 2003 and Option
           Values at December 31, 2003
           Certain Transactions
           Securities Authorized for Issuance Under Photo Control Equity Compensation Plans
           Photo Control Executive Retirement Plan

PHOTO CONTROL'S COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PHOTO CONTROL INDEPENDENT AUDITORS
           Photo Control Independent Auditor's Fees
           Pre-Approval Policy for Services of Photo Control Independent Auditors

NATURE VISION MANAGEMENT
           Directors and Executive Officers
           Compensation of Nature Vision Directors
           Nature Vision Summary Compensation Table
           Stock Options Granted to Nature Vision Executive Officers


                                       iii
<PAGE>


           Nature Vision Option Grants During Year Ended December 31, 2003
           Aggregated  Nature Vision Option Exercises During Year Ended December 31, 2003 and Option
           Values at December 31, 2003
           Certain Transactions

MANAGEMENT OF COMBINED COMPANY

SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS AND MANAGEMENT
           Ownership of Voting Securities by Principal Holders and Management of Photo Control
           Ownership of Voting Securities by Principal Holders and Management of Nature Vision

DESCRIPTION OF PHOTO CONTROL CAPITAL STOCK
           General
           Common Stock
           Preferred Stock
           Stock Options and Warrants
           Indemnification of Directors, Officers and Employees
           Anti-Takeover Provisions of Minnesota Business Corporation Act
           Transfer Agent

CERTAIN LEGAL INFORMATION AND ADDITIONAL INFORMATION FOR SHAREHOLDERS
           Legal Matters
           Experts
           Shareholder Proposals
           Other Matters
           Where You Can Find More Information
           Incorporation by Reference

INDEX TO FINANCIAL STATEMENTS

ANNEXES
           A.        Merger agreement and plan of reorganization dated April 15, 2004, by and among Nature Vision,
                     Inc., Photo Control Corporation, PC Acquisition, Inc., Jeffrey P. Zernov (as shareholders'
                     representative) and certain Nature Vision shareholders

           B.        Amended and restated articles of incorporation of Photo Control, Inc.

           C.        Sections 302A.471 and 302A.471 of Minnesota Statutes - Rights of Dissenting Shareholders

           D.        Opinion of Goldsmith, Agio, Helms Securities, Inc.
</TABLE>


                                       iv
<PAGE>


                   QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?

           Nature Vision has agreed to a merger with PC Acquisition, Inc., a
wholly-owned subsidiary of Photo Control. Under the merger agreement and plan of
reorganization signed by the parties on April 15, 2004, each share of Nature
Vision common stock will be converted, directly or indirectly, into the right to
receive 0.58137 shares of Photo Control common stock. On ___________, 2004, the
closing sale price of Photo Control's common stock was $____ per share.

           In order to complete the merger, Nature Vision and Photo Control
shareholders must approve the merger, and Photo Control shareholders must also
authorize the issuance of Photo Control common stock to Nature Vision and
approve an amendment to Photo Control's articles of incorporation to increase
the amount of common stock available to issue shares to Nature Vision
shareholders in the merger. This joint proxy statement/prospectus is being
provided to you for the purpose of obtaining your vote and supplying you with
important information concerning the companies and the merger, as well as to
take action on other matters related to but not required to consummate the
merger, such as effecting other amendments to Photo Control's articles of
incorporation, amending Photo Control's bylaws and adopting a stock option plan.

           Because of the proximity of this meeting to its regularly scheduled
annual meeting of shareholders, Photo Control decided to hold an election for
one of the two directors whose terms are set to expire. The other director has
resigned and his seat will remain vacant until it is filled by the remaining
directors after the merger. Photo Control is also asking its shareholders to
increase the number of directors to six. Photo Control is providing in this
document the information normally contained in the proxy statement that Photo
Control distributes to its shareholders in connection with the regular annual
meeting.

           You should consider this information carefully before deciding how to
vote on the merger and other proposals.

WHY ARE THE COMPANIES PROPOSING THE MERGER?

           The boards of directors of both Nature Vision and Photo Control
believe that the merger is in the best interests of both Photo Control and
Nature Vision and their shareholders because the merger would enable both
companies to diversify their product lines, broaden their customer base and
provide an opportunity for the shareholders of each company to participate in
the potential for greater growth, operating efficiencies, financial strength and
earning power of the combined company after the transaction.

           The boards of both companies also believe that the merger will
generate more revenue and more profit per share than Nature Vision or Photo
Control would have on their own and, in turn, this should increase shareholder
value. In addition, each board of directors believes that there are advantages
that might be expected to accrue to the combined company through the creation of
a larger customer base, a higher market profile, greater financial strength and
broader customer offerings, which could enhance the ability of the combined
company to compete in the marketplace.

WHAT WILL A SHAREHOLDER RECEIVE WHEN THE MERGER OCCURS?

           If the merger is consummated, Photo Control shareholders will
continue to hold the shares of Photo Control common stock they presently hold.
Those shares, including up to 653,594 Photo Control common shares being sold
immediately prior to the closing of the merger to Richard P. Kiphart, a Photo
Control director, will represent in the aggregate approximately 57% of the
outstanding shares of the combined company, or 54% of the equity of the combined
company on a fully-diluted basis. Fully-diluted takes into account options and
warrants to purchase Photo Control common shares, including options and warrants
issued to replace former options and warrants to purchase Nature Vision common
shares.


<PAGE>


           If the merger is consummated, Nature Vision shareholders will receive
0.58137 shares of Photo Control common stock for each share of Nature Vision
common stock they hold. Nature Vision shareholders will receive cash instead of
any resulting fraction of a share in an amount reflecting the market value of
the fraction of a share. Based on the exchange ratio and the capitalization of
Nature Vision as of April 30, 2004, the shares of Nature Vision common stock
expected to be issued in the merger and the other transactions contemplated by
the merger agreement would represent approximately 43% of the outstanding shares
of the combined company. Former Nature Vision shareholders will hold
approximately 46% of the equity of the combined company on a fully-diluted
basis.

           Pursuant to the merger agreement, 10% of the shares of Photo Control
common stock (up to approximately 219,999 shares) issuable to Nature Vision
shareholders in the merger will automatically be deposited in an escrow fund
upon consummation of the merger. These shares will be held by an escrow agent to
satisfy any claims made by Photo Control for indemnification under the merger
agreement and plan of reorganization. Shares released to Photo Control to
satisfy claims will become retired as authorized but unissued shares. Shares
ultimately released to Jeffrey P. Zernov, as the shareholder representative,
will be issued PRO RATA to persons who are Nature Vision shareholders on the
record date of the meeting.

           The exchange ratios for Nature Vision's common stock set forth above
are fixed except for adjustment to reflect any reclassification, stock split,
stock dividend or other similar change with respect to Nature Vision or Photo
Control common stock occurring before the effective time of the proposed merger.
As a result, except for any such adjustments, the number of shares of Photo
Control common stock that Nature Vision shareholders are entitled to receive in
the merger will not change between now and the date the merger is consummated,
regardless of fluctuations in the market price of Photo Control common stock. We
encourage you to obtain current quotations of the market price of Photo Control
common stock.

WHEN IS THE MERGER EXPECTED TO BE COMPLETED?

           Assuming that the shareholders of Photo Control and Nature Vision
approve the merger-related proposals, it is expected that the merger will be
completed within three business days after the shareholder meetings.

DOES PHOTO CONTROL OR NATURE VISION HAVE THE RIGHT TO TERMINATE THE MERGER
AGREEMENT BASED UPON THE MARKET PRICE OF PHOTO CONTROL'S COMMON STOCK?

           No. The exchange ratio is fixed and, subject to the satisfaction of
the conditions to the closing of the merger, neither Photo Control nor Nature
Vision has the right to terminate the merger agreement based on the fact that
the market price of Photo Control's common stock increases or decreases.

HOW WILL THE MERGER AFFECT NATURE VISION STOCK OPTIONS AND WARRANTS?

           Prior to completion of the merger, Nature Vision will take all
actions necessary to amend each outstanding option and warrant agreement so that
upon exercise of an option or warrant, Photo Control common stock will be
issued in place of Nature Vision common stock. Each option and warrant will
become exercisable for the number of Photo Control common shares equal to the
product of (a) the number of shares of Nature Vision common stock subject to the
option or warrant multiplied by (b) 0.58137. The exercise price per share will
be equal to the quotient of (a) the current exercise price of the option or
warrant divided by (b) 0.58137. Nature Vision currently has outstanding options
to purchase 600,000 shares of common stock and warrants to purchase 107,650
shares of common stock.

WILL NATURE VISION SHAREHOLDERS BE ABLE TO TRADE THE PHOTO CONTROL COMMON STOCK
THEY RECEIVE IN THE MERGER?

           Yes. The Photo Control common stock will be listed on the Nasdaq
SmallCap Market under a new symbol reflecting the company's new name, "Nature
Vision, Inc." Certain persons who are deemed affiliates of Nature Vision will be
required to comply with Rule 145 under the Securities Act if they sell their
shares of Photo Control common stock received in the merger.


                                       2
<PAGE>


ARE NATURE VISION'S SHAREHOLDERS ENTITLED TO DISSENTERS' RIGHTS?

           Yes, Nature Vision's shareholders will have dissenters' rights under
Minnesota law in connection with the merger.

ARE PHOTO CONTROL'S SHAREHOLDERS ENTITLED TO DISSENTERS' RIGHTS?

           No.

WHAT WILL HAPPEN TO NATURE VISION AND PHOTO CONTROL AFTER THE TRANSACTION?

           PC Acquisition Corp., a wholly-owned subsidiary of Photo Control,
will merge with and into Nature Vision and Nature Vision will operate as a
wholly-owned subsidiary of Photo Control. The combined company will have two
operating divisions: a photography division, consisting of Photo Control's
current business, and an outdoor recreation products division, consisting of
Nature Vision's current business.

WHERE AND WHEN ARE THE SPECIAL MEETINGS?

           The special meeting of Photo Control shareholders will be held at
__:__ _.m., Minnesota time, on _________, __________, 2004, at the offices of
Photo Control Corporation, 4800 Quebec Avenue North, Minneapolis, Minnesota.

           The special meeting of Nature Vision shareholders will be held at
__:__ _.m., Minnesota time, on _________, __________, 2004, at
________________________________________.

WHO CAN VOTE AT THE SPECIAL MEETINGS?

           Holders of Photo Control common stock outstanding at the close of
business on the record date, ______________, 2004, are entitled to notice of and
to vote at the Photo Control special meeting. Each Photo Control share is
entitled to one vote. On April 30, 2004, there were 1,720,163 shares of Photo
Control common stock outstanding.

           Holders of Nature Vision common shares outstanding at the close of
business on the record date, _____________, 2004, are entitled to notice of and
to vote at the Nature Vision special meeting. Each Nature Vision common share is
entitled to one vote. On April 30, 2004, there were 3,076,500 Nature Vision
common shares outstanding.

IF MY SHARES ARE HELD FOR ME BY A BANK, BROKER OR OTHER NOMINEE, HOW WILL MY
SHARES BE VOTED?

           Except for the election of the Class I director, your broker will not
vote your shares without your consent. If you hold your shares in the name of a
bank, broker or nominee, you should follow the instructions you receive from
your bank, broker or nominee regarding how to vote your shares.

WHAT SHOULD I DO NOW TO VOTE AT THE SPECIAL MEETING?

           Mark your proxy card indicating your vote on each of the proposals,
sign and mail it in the enclosed return envelope as soon as possible so that
your shares can be voted at the special meeting. If you return your signed proxy
card but do not indicate your vote, your shares will be voted "FOR" each
proposal presented by your company.


                                       3
<PAGE>


MAY I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD?

           Yes. You may change your vote at any time before your proxy is voted
at the special meetings. You can do this in one of three ways:

           o          You can send a written statement that you revoke your
                      proxy, which to be effective must be received prior to the
                      vote at your company's special meeting.

           o          You can submit a new proxy card prior to the vote at your
                      company's special meeting. The new proxy must be dated
                      after your original proxy and received prior to the vote
                      at the special meeting.

           o          You can attend your company's special meeting and vote in
                      person. At the special meeting, you will be required to
                      provide a written termination of your original proxy. Your
                      attendance at the special meeting alone will not revoke
                      your proxy.

           Photo Control shareholders should send revocations of a proxy or new
proxy cards to __________, Secretary, at the address on the Notice of Special
Meeting of Shareholders of Photo Control.

           Nature Vision shareholders should send revocations of a proxy or new
proxy cards to ___________, Secretary, at the address on the Notice of Special
Meeting of Shareholders of Nature Vision.

WHOM SHOULD I CALL IF I HAVE QUESTIONS?

           Photo Control shareholders should contact ____________ at (763)
__________ with any questions about this joint proxy statement/prospectus or the
merger.

           Nature Vision shareholders should contact ______________, at
______________, with any questions about this joint proxy statement/prospectus
or the merger.


                                       4
<PAGE>


                                     SUMMARY

           THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND
MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND
THE MERGER FULLY, AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL TERMS OF THE
MERGER, YOU SHOULD READ CAREFULLY THIS ENTIRE DOCUMENT AND THE DOCUMENTS TO
WHICH WE HAVE REFERRED YOU. WE HAVE INCLUDED PAGE REFERENCES IN PARENTHESES TO
DIRECT YOU TO A MORE COMPLETE DESCRIPTION OF THE TOPICS PRESENTED IN THIS
SUMMARY.

THE COMPANIES (PAGES __ AND __)

PHOTO CONTROL CORPORATION
PC ACQUISITION, INC.
4800 Quebec Avenue North
Minneapolis, Minnesota 55428
(763) 537-3601

           Photo Control is engaged in three industries. It designs,
manufactures, and markets: (a) professional photographic equipment; (b) the
Bookendz docking station for the Apple PowerBook, IBook and IPod; and (c)
specialized equipment for the video conferencing presentation market.

           PC Acquisition, Inc. is a Minnesota corporation and a wholly-owned
subsidiary of Photo Control. PC Acquisition, Inc. was organized for the purpose
of entering into the merger agreement with Nature Vision and completing the
merger. If the merger is consummated, PC Acquisition, Inc. will cease to exist
because it will be merged into Nature Vision, which will be the surviving
corporation in the merger. PC Acquisition, Inc. has not conducted any business
operations.

NATURE VISION INC.
213 NW 4th Street
Brainerd, Minnesota  54601
(218) 825-0733

           Nature Vision Inc is a Minnesota corporation founded in 1998. Nature
Vision designs, develops, manufactures and markets innovative products for the
outdoor recreation market, and adapts such products for industrial uses. Nature
Vision holds 10 patents on its technologies and has three other patent
applications pending. It distributes its products through sporting goods and
mass-merchandise retailers.

THE PROPOSED MERGER (PAGE __)

           Photo Control and Nature Vision are proposing a business combination
transaction in which Photo Control intends to acquire all of the outstanding
shares of Nature Vision common stock. Under the merger agreement and plan of
reorganization, PC Acquisition, Inc., a wholly-owned subsidiary of Photo
Control, will merge with and into Nature Vision. Nature Vision will be the
surviving corporation and will operate as a wholly-owned subsidiary of Photo
Control.

WHAT NATURE VISION SHAREHOLDERS WILL RECEIVE IN THE MERGER (PAGE __)

           Each share of Nature Vision common stock will be converted, directly
or indirectly, into the right to receive 0.58137 shares of Photo Control common
stock. No fractional shares will be issued. Instead, Nature Vision shareholders
will receive a cash payment equal to the fraction multiplied by average closing
price of Photo Control common stock as quoted on the Nasdaq SmallCap Market
during the 30-day period preceding the closing of the merger. The exchange ratio
is described in more detail in the section titled "Description of the Merger
Agreement and Plan of Reorganization" beginning on page ___ of this document. A
copy of the merger agreement and plan of reorganization is attached to this
document as Annex A.


                                       5
<PAGE>


MARKET PRICE

           Photo Control common stock is quoted on the Nasdaq SmallCap Market
under the symbol "PHOC." On April 14, 2004, the last full trading day before the
public announcement of the merger, the closing sale price per share of Photo
Control common stock was $2.53. On ___________, 2004, the most recent
practicable date prior to the effective date of this document, the closing sale
price per share of Photo Control common stock was $___.

           Nature Vision is a privately held company and its stock is not
publicly traded.

EXCHANGE OF STOCK CERTIFICATES

           After the merger is completed, Nature Vision shareholders will
receive a letter that will provide instructions on how to exchange their Nature
Vision stock certificates for new Photo Control stock certificates.

REASONS FOR THE TRANSACTION

PHOTO CONTROL

           Photo Control's board of directors believes that the terms of the
merger are in the best interests of Photo Control and its shareholders. In
reaching this decision, the board of directors considered numerous factors,
including the following:

           o          the financial condition, results of operations, and
                      businesses of Nature Vision and Photo Control before and
                      after giving effect to the merger;

           o          the fact that the acquisition would enable Photo Control
                      to diversify its product line and broaden its customer
                      base;

           o          the opportunity for Photo Control shareholders to
                      participate in the potential for greater growth,
                      operational efficiencies, financial strength and earning
                      power of the combined company after the transaction;

           o          the advantages that might be expected to accrue to the
                      combined company through the creation of a larger customer
                      base, a higher market profile, greater financial strength
                      and broader customer offerings, which could enhance the
                      ability of the combined company to compete in the
                      marketplace; and

           o          the potential synergies that may be realized by having
                      both of Nature Vision's and Photo Control's products
                      produced through common manufacturing processes and
                      distributed from a common facility.

NATURE VISION

           Nature Vision's board of directors believes that the terms of the
merger are in the best interests of Nature Vision and its shareholders. In
reaching this decision, the board of directors considered numerous factors,
including the following:

           o          Nature Vision shareholders will receive publicly traded
                      securities in connection with the merger;

           o          the combined company will have the ability to use
                      publicly-traded securities as consideration in connection
                      with future mergers and acquisitions;

           o          the financial condition, results of operations, and
                      businesses of Nature Vision and Photo Control before and
                      after giving effect to the transaction;


                                       6
<PAGE>


           o          the near- and long-term prospects of Nature Vision as an
                      independent company and of the combined company;

           o          the opportunity for Nature Vision shareholders to
                      participate in the potential for greater growth,
                      operational efficiencies, financial strength, and earning
                      power of the combined company after the transaction;

           o          the advantages that might be expected to accrue to the
                      combined company through the creation of a larger customer
                      base, a higher market profile, greater financial strength,
                      and broader customer offerings, which could enhance the
                      ability of the combined company to compete in the
                      marketplace; and

           o          the potential synergies that may be realized by having
                      both of Nature Vision's and Photo Control's products
                      produced through common manufacturing processes and
                      distributed from a common facility.

AMENDMENTS TO PHOTO CONTROL'S ARTICLES OF INCORPORATION (PAGE __)

           Effective May 10, 2004, Photo Control's board of directors, by
unanimous written consent, adopted amended and restated articles of
incorporation, which are attached as Annex B. Approval of the proposed amended
and restated articles require the affirmative vote of a majority of Photo
Control's outstanding common stock. The amended and restated articles include
the following amendments: (i) changing Photo Control's corporate name to "Nature
Vision, Inc.," (ii) increasing the number of authorized shares of capital stock
from 5,000,000 shares to 50,000,000 shares, (iii) electing not to be subject to
provisions of the Minnesota Control Share Acquisition Act, (iv) requiring a
supermajority to repeal or amend provisions in Photo Control's bylaws concerning
the classification of directors, (v) requiring a supermajority to remove
directors, (vi) eliminating the provision to amend the articles, requiring the
affirmative vote of a majority of the outstanding common shares, (vii)
permitting directors to take written action under certain circumstances by less
than unanimous consent; and (viii) eliminating other provisions already
controlled by the Minnesota Business Corporation Act.

           On May __, 2004, Photo Control's board of directors, by unanimous
written consent, also adopted a further amendment to the articles of
incorporation that repeals the supermajority voting provision required for a
merger, sale of substantially all assets, recapitalization or similar
transaction affecting Photo Control. The board adopted this amendment separately
from the amended and restated articles of incorporation because approval of this
proposed amendment requires the affirmative vote of two-thirds of Photo
Control's outstanding common stock, and the board expressed doubt of whether the
required votes could be obtained. If Photo Control's shareholders approve the
amended and restated articles but do not approve this amendment, then Photo
Control's articles of incorporation will be in the form attached as Annex B. If
the amendment is approved, then Article X of the articles will be deleted in its
entirety.

           The amendments to change the corporate name to "Nature Vision, Inc."
and increase the number of authorized shares of capital stock from 5,000,000
shares to 50,000,000 shares are conditions to closing the merger. The other
amendments are not required to consummate the merger but are recommended by
Photo Control's board as being in the best interests of the combined company.

INTERESTS OF CERTAIN PERSONS IN THE MERGER (PAGE __)


           When shareholders of Photo Control and Nature Vision consider the
respective recommendations of the board of directors that the shareholders vote
in favor of the proposals relating to the merger, they should be aware that
certain directors and executive officers of Photo Control and Nature Vision have
interests in the merger that may be different from, or in addition to, the
interests of shareholders generally.


                                       7
<PAGE>


           The continuing and future executive officers have interests in the
combined company as employees in terms of job responsibilities, working
environment and compensation which are in addition to and different from their
interests as shareholders. The continuing and future directors will have the
responsibility for being directors of a larger company after the merger.

           Jeffrey P. Zernov, the President and Chief Executive Officer of
Nature Vision, will be employed by the combined company after the consummation
of the merger as the President and Chief Executive Officer. Mr. Zernov will
receive a basic salary of $160,000 per year and will be prohibited from
competing with the combined company for a period of five years from the date he
voluntarily terminates his employment or is terminated for cause. If Photo
Control terminates Mr. Zernov's employment without cause, then it may restrict
him from competing for up to two years by continuing to pay his base salary.

           Concurrent with the closing of the merger, Richard P. Kiphart, a
director of Photo Control, will purchase $1,000,000 of Photo Control common
stock. Mr. Kiphart's commitment to purchase the Photo Control common shares is
conditioned upon the consummation of the merger. The purchase price will be the
lower of: (a) 70% of the average closing price per share of Photo Control's
common stock on the Nasdaq SmallCap Market during the 30-day period preceding
April 15, 2004 or (b) 70% of the average closing price per share of Photo
Control's common stock on the Nasdaq SmallCap Market during the 30-day period
preceding the day prior to the closing of the merger. Notwithstanding the
foregoing, Mr. Kiphart has agreed not to pay less than $1.53 per share. The
number of shares Mr. Kiphart will receive cannot be calculated until the closing
of the merger. Assuming he pays $1.53 per share, the floor price, Mr. Kiphart
would receive 653,594 shares. However, the actual number of shares Mr. Kiphart
receives may be less, depending on the market price of Photo Control common
shares during the 30-day periods. The shares being sold to Mr. Kiphart will be
"restricted shares" and will not be not freely tradable for a period of one
year, and then only pursuant to Rule 144 under the Securities Act of 1933, as
amended.

VOTES REQUIRED (PAGES __ AND __)

PHOTO CONTROL

           The votes required to approve the various proposals depend on the
proposal:

           o          The proposals to approve the merger agreement and plan of
                      reorganization and the amended and restated articles of
                      incorporation require the affirmative vote of a majority
                      of the outstanding common shares of Photo Control.

           o          The proposal to amend the articles of incorporation to
                      repeal the supermajority voting provision required for a
                      merger, sale of substantially all assets, recapitalization
                      or similar transaction affecting Photo Control requires
                      the affirmative vote of two-thirds of the outstanding
                      common shares of Photo Control.

           o          Approval of the remaining proposals to be presented at the
                      Photo Control special meeting requires the affirmative
                      vote of the holders of a greater of (a) a majority of
                      Photo Control common stock present at the special meeting,
                      either in person or by proxy and entitled to vote on that
                      proposal, or (b) the majority of the minimum number of
                      shares of common stock that would constitute a quorum for
                      transacting business at the special meeting.

           Broker non-votes are not counted as votes for or against a proposal.
An abstention is counted in determining the total number of votes cast on a
proposal, and has the effect of a negative vote. On April 30, 2004 (without
reflecting any currently exercisable options), directors and officers of Photo
Control and their affiliates owned or were entitled to vote 296,210 shares of
Photo Control common stock. These shares represent approximately 17% of the
outstanding shares of Photo Control common stock.

NATURE VISION

           The merger and the other transactions contemplated by the merger
agreement and plan of reorganization will be approved if the holders of a
majority of the outstanding Nature Vision common shares vote for the proposal
under the Minnesota Business Corporation Act. The merger agreement provides that
as a condition to Photo Control's obligation to close the merger, which Photo
Control may waive, holders of 98% of the outstanding Nature Vision common shares
must approve the merger. Approval of the proposals to adjourn the special
meeting to a later time will require a majority of the holders of outstanding
Nature Vision common shares present and entitled to vote at the special meeting,
whether or not a quorum is present, to vote in favor of the proposal. On April
30, 2004


                                       8
<PAGE>


(without reflecting any currently exercisable options or warrants), directors
and officers of Nature Vision and their affiliates owned or were entitled to
vote 2,090,000 Nature Vision common shares. These shares represent approximately
68% of the outstanding Nature Vision common shares as of that date. Jeffrey P.
Zernov, Anthony Capra and Dean Capra, the owners of the 2,090,000 Nature Vision
common shares, have agreed to vote their shares in favor of the merger under a
voting and irrevocable proxy agreement with Photo Control. They have also agreed
not to transfer their Nature Vision common shares during the term of the
agreement, and have agreed that any additional shares that they purchase or
acquire will be subject to the agreement. This agreement expires on the earlier
of December 31, 2004 or the termination of the merger agreement and plan of
reorganization.

RECOMMENDATIONS TO SHAREHOLDERS (PAGES __ AND __)

PHOTO CONTROL SHAREHOLDERS

           Photo Controls board of directors believes that the merger is
advisable, fair to and in the best interests of Photo Control's shareholders and
unanimously recommends that the shareholders vote FOR the proposals to:

           o          approve the merger agreement and plan of reorganization;

           o          approve the issuance of shares of Photo Control common
                      stock, in an amount equal to 20% or more of Photo
                      Control's outstanding common stock, in connection with the
                      merger, including the related sale of common shares to
                      Richard P. Kiphart, a director, at a price less than the
                      market price of the shares;

           o          approve the amended and restated articles of incorporation
                      of Photo Control in order to, among other amendments:

                      o          change the corporate name to "Nature Vision,
                                 Inc."

                      o          increase the number of authorized shares of
                                 capital stock from 5,000,000 shares to
                                 50,000,000 shares.

                      o          elect not to be subject to provisions of the
                                 Minnesota Control Share Acquisition Act.

                      o          require a supermajority to repeal or amend
                                 provisions in Photo Control's bylaws concerning
                                 the classification of directors.

                      o          require a supermajority to remove directors.

                      o          permit directors to take written action under
                                 certain circumstances by less than unanimous
                                 consent.

                      o          eliminate the provision requiring the
                                 affirmative vote of a majority of the
                                 outstanding common shares to amend the
                                 articles.

                      o          eliminate other provisions already controlled
                                 by the Minnesota Business Corporation Act.

           o          approve the further amendment to Photo Control's articles
                      of incorporation in order to repeal the supermajority
                      voting provision required for a merger, sale of
                      substantially all assets, recapitalization or similar
                      transaction affecting Photo Control;


                                       9
<PAGE>


           o          approve an amendment to the bylaws to:

                      o          provide that the number of directors
                                 constituting the board will be set by the board
                                 of directors, subject to a minimum size of
                                 three directors.

                      o          require a supermajority vote of two-thirds of
                                 the outstanding common shares to remove a
                                 director, unless the board of directors
                                 approves, in which case the affirmative vote of
                                 a majority of the outstanding shares will be
                                 required.

           o          approve the Photo Control 2004 Stock Incentive Plan;

           o          set the number of directors at six;

           o          re-elect Richard P. Kiphart to Photo Control's board of
                      directors; and

           o          adjourn the special meeting, if necessary, to solicit
                      additional votes relating to one or more of these
                      proposals.

NATURE VISION SHAREHOLDERS

           Nature Vision's board of directors believes that the merger is
advisable, fair to and in the best interests of Nature Vision's shareholders and
recommends that the shareholders vote FOR the proposals to:

           o          approve the merger agreement and plan of reorganization,
                      the proposed merger and the other transactions
                      contemplated by the merger agreement and plan of
                      reorganization; and

           o          adjourn the special meeting, if necessary, to solicit
                      additional votes relating to the foregoing proposal.

OPINION OF FINANCIAL ADVISOR (PAGE __)

           On April 14, 2004, Goldsmith, Agio, Helms Securities, Inc. (GAHS),
financial advisor to Photo Control, delivered its written opinion to Photo
Control's board stating that, as of April 14, 2004, the proposed consideration
to be paid by Photo Control in the merger was fair to Photo Control's existing
shareholders from a financial point of view. The full text of the written
opinion of GAHS is attached as Annex D to this document. You are encouraged to
read this opinion carefully and in its entirety.

CONDITIONS TO THE TRANSACTION (PAGE __)

           Completion of the transaction depends upon the satisfaction or waiver
of a number of conditions including, among other things:

           o          the approval by Photo Control shareholders of the merger
                      agreement and plan of reorganization;

           o          the approval by Photo Control shareholders of the issuance
                      of Photo Control common stock in connection with the
                      transaction;

           o          the approval by Photo Control shareholders of amendments
                      to Photo Control's articles of incorporation to increase
                      the number of shares of common stock Photo Control is
                      authorized to issue and to change the corporate name to
                      "Nature Vision, Inc.";

           o          the listing of the Photo Control common stock to be
                      received by the Nature Vision shareholders on the Nasdaq
                      SmallCap Market;


                                       10
<PAGE>


           o          the approval of the merger agreement and plan of
                      reorganization by at least 98% of the outstanding shares
                      of Nature Vision common stock;

           o          the accuracy of the representations and warranties given
                      by the parties as of the closing date;

           o          the absence of any injunction prohibiting or any
                      proceeding seeking to prohibit the merger;

           o          that the parties will have obtained all necessary
                      consents, approvals and waivers to complete the merger;

           o          the performance by the parties of all obligations under
                      the merger agreement and plan of reorganization that are
                      to be performed or complied with prior to the closing
                      date; and

           o          the absence of any event or occurrence that has had or
                      would reasonably be expected to have a material adverse
                      effect on the other party.

OWNERSHIP OF COMMON STOCK OF PHOTO CONTROL AFTER THE MERGER

           Upon consummation of the merger and assuming the sale of 653,594
common shares to Richard P. Kiphart, Photo Control shareholders will own
approximately 57% of the outstanding common stock of Photo Control and former
Nature Vision shareholders will own approximately 43% of the outstanding common
stock of Photo Control. On a fully-diluted basis, Photo Control shareholders
will own approximately a 54% equity interest in Photo Control and former Nature
Vision shareholders will own approximately a 46% equity interest in Photo
Control. For purposes of the preceding sentence, fully-diluted means that the
number of shares of common stock issuable upon exercise of outstanding and stock
options and warrants are deemed to be outstanding. The ownership percentages are
based on the number of shares of Photo Control and Nature Vision common stock,
warrants and stock options outstanding on April 30, 2004.

TREATMENT OF STOCK OPTIONS AND WARRANTS (PAGE __)

           In the merger, each outstanding stock option to purchase Nature
Vision common stock will be converted into an option to purchase a number of
shares common stock of Photo Control equal to the number (rounding down any
fractional shares) of shares of Nature Vision common stock acquirable upon the
exercise of the option multiplied by 0.58137. The per share exercise price of
each new Photo Control option will be equal to the per share exercise price of
the corresponding Nature Vision stock option divided by 0.58137.

           Each outstanding warrant to purchase shares of Nature Vision common
stock shall by virtue of the merger be assumed by Photo Control. Each warrant
assumed by Photo Control under the merger agreement will continue to have, and
be subject to, the same terms and conditions of the original warrant, except
that: (1) each assumed warrant will be exercisable for an applicable number of
shares of Photo Control common stock equal to the number (rounding down any
fractional shares) of shares of Nature Vision common stock previously acquirable
upon the exercise of the warrant multiplied by 0.58137 and (2) the per share
exercise price of each assumed warrant will be equal to the previous per share
exercise price divided by 0.58137.

           In addition, effective upon the consummation of the merger, all
previously unvested Photo Control stock options will immediately vest.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (PAGE __)

           Assuming the merger qualifies as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended, for U.S.
federal income tax purposes, which Photo Control and Nature Vision anticipate,
shareholders of Nature Vision whose Nature Vision common shares are exchanged in
the merger for shares of common stock of Photo Control will not recognize gain
or loss, except to the extent of the cash, if any, received in lieu of a
fractional share of common stock of the combined company.


                                       11
<PAGE>


           The discussion of material U.S. federal income tax consequences of
the merger contained in this joint proxy statement/prospectus is intended to
provide only a general summary and is not a complete analysis or description of
all potential U.S. federal income tax consequences of the merger. The discussion
does not address tax consequences that may vary with, or are contingent on,
individual circumstances. In addition, it does not address any foreign, state or
local taxes. Photo Control and Nature Vision strongly urge the Nature Vision
shareholders to consult their tax advisors to determine the particular U.S.
federal, state, or local or foreign income or other tax consequences of the
merger.

LISTING OF PHOTO CONTROL COMMON STOCK (PAGE __)

           The shares of common stock of Photo Control to be issued in the
merger will be listed for trading on the Nasdaq SmallCap Market under the ticker
symbol "__________."

DISSENTERS' RIGHTS OF NATURE VISION SHAREHOLDERS (PAGE __)

           Under Minnesota law, the holders of Nature Vision common shares have
the right to seek an appraisal of and be paid the fair cash value of their
shares. Nature Vision shareholders who want to exercise their dissenters' rights
must not vote in favor of the merger at the Nature Vision special meeting and
must send a written notice of intent to demand the fair value for their Nature
Vision common shares prior to the Nature Vision special meeting. Sections
302A.471and 302A.473 of the Minnesota Business Corporation Act, which govern the
rights of dissenting shareholders, are summarized in this document under the
heading "Summary of Rights of Dissenting Shareholders of Nature Vision," and are
attached in their entirety to this document as Annex C. Nature Vision's
shareholders should read the summary of their dissenters' rights and the
applicable sections of the Minnesota statutes carefully as these documents
describe important steps that a dissenting shareholder must take in order to
obtain the fair cash value of the shareholder's common shares. Failure to follow
these steps will result in a loss of dissenters' rights under the Minnesota
statutes.

ACCOUNTING TREATMENT OF THE MERGER

           Photo Control will account for the merger under the purchase method
of accounting for business combinations under accounting principles generally
accepted in the United States. The merger will be treated for accounting
purposes as Nature Vision acquiring Photo Control and the assets and liabilities
of Photo Control will be recorded, as of the completion of the merger, at their
fair values and added to those of Nature Vision. Based on the relative fair
value of assets and liabilities of Photo Control, which exceeds the deemed
purchase price of Photo Control, the excess of fair value over purchase price
will be allocated as a reduction of the non-current assets (property and
equipment, goodwill and intangibles).


                                       12
<PAGE>


                      MARKET PRICE AND DIVIDEND INFORMATION

           As of April 30, 2004, Nature Vision had 3,076,500 common shares
issued and outstanding, held by approximately 52 shareholders of record. There
is no public market for Nature Vision common shares.

           The following table shows, for the periods indicated, the reported
high and low sale prices for shares of Photo Control common stock on the Nasdaq
SmallCap Market for the quarters indicated, as reported by Nasdaq. The symbol
for Photo Control's common stock is "PHOC." These quotations represent prices
between dealers, and do not include retail markups, markdowns or commissions,
and may not represent actual transactions. None of Nature Vision's securities
are publicly traded. Neither Photo Control nor Nature Vision has paid any cash
dividends on its common stock during the periods presented. As of April 30,
2004, Photo Control had 1,720,163 common shares issued and outstanding, held by
approximately 284 shareholders of record.

2002                                          LOW             HIGH
---------------------------------------    -----------     ----------
First Quarter                                $2.11           $2.54
Second Quarter                               $1.65           $2.20
Third Quarter                                $1.40           $1.89
Fourth Quarter                               $1.10           $1.93

2003                                          LOW             HIGH
---------------------------------------    -----------     ----------
First Quarter                                $1.50           $1.80
Second Quarter                               $1.51           $1.80
Third Quarter                                $1.50           $2.23
Fourth Quarter                               $1.90           $2.49

2004                                          LOW             HIGH
---------------------------------------    -----------     ----------
First Quarter                                $2.01           $2.95
Second Quarter (through April 30, 2004)      $2.32           $4.44

                                  RISK FACTORS

RISKS RELATED TO THE MERGER

           THE SHARES OF PHOTO CONTROL COMMON STOCK TO BE RECEIVED BY NATURE
VISION SHAREHOLDERS IN THE MERGER MAY DECREASE IN VALUE. In the merger, each
share of Nature Vision common stock held by shareholders of Nature Vision will
be converted, directly or indirectly, into the right to receive 0.58137 shares
of Photo Control common stock. Because the exchange ratio is fixed, the number
of shares of Photo Control common stock that Nature Vision shareholders will
receive in the merger will not change, even if the market price of Photo Control
common stock changes. There will be no adjustment to the exchange ratio or right
to terminate the merger agreement based solely on fluctuations in the price of
Photo Control common stock. In recent periods, the stock market in general has
experienced extreme price and volume fluctuations. These market fluctuations may
adversely affect the market price of Photo Control common stock. The market
price of Photo Control common stock upon and after completion of the merger
could be lower than the market price on the date of the merger agreement or its
current market price. You should obtain recent market quotations of Photo
Control common stock before you return your proxy card or cast your vote on the
issuance of Photo Control common shares in the merger at the Photo Control
shareholders' meeting or your vote on the merger at the Nature Vision
shareholders' meeting.

           PHOTO CONTROL'S SHAREHOLDERS WILL BE DILUTED. In the merger, each
share of Nature Vision common stock held by shareholders of Nature Vision will
be converted, directly or indirectly, into the right to receive 0.58137 of
shares of Photo Control common stock. Based on the number of shares of Nature
Vision common stock outstanding as of April 30, 2004, Photo Control will issue
1,788,585 shares of Photo Control common stock to the Nature Vision
shareholders, assuming: (a) none of Nature Vision's shareholders assert
dissenters' rights and (b) all of the escrowed shares are released. In addition,
at the closing of the merger Photo Control will assume outstanding options and
warrants to purchase 707,650 shares of Nature Vision common stock, which will be
converted into


                                       13
<PAGE>


options and warrants to acquire 411,406 shares of Photo Control common stock. As
part of the merger, Photo Control will sell up to 653,594 common shares to
Richard P. Kiphart, a Photo Control director. Because the price Mr. Kiphart is
paying for the shares is based on the average closing price per share of Photo
Control's common stock on the Nasdaq SmallCap Market during a 30-day period,
which cannot be determined until the closing of the merger, the actual number of
shares he receives may be less than 653,594 shares. After the merger, and
excluding the shares purchase by Mr. Kiphart, former Nature Vision shareholders
would own a majority of the outstanding common shares of Photo Control. If Mr.
Kiphart's share purchase is included, then Photo Control shareholders will own
approximately 57% of the outstanding shares, and hold a 54% equity interest on a
fully-diluted basis.

           FAILURE TO RETAIN KEY EMPLOYEES COULD DIMINISH THE BENEFITS OF THE
MERGER. The successful combination of Photo Control and Nature Vision will
depend in part on the retention of key personnel. The combined company will rely
on the efforts of Jeffrey P. Zernov to oversee the outdoor recreational products
division (Nature Vision's business) and John R. Helmen to manage the photography
division (Photo Control's business). While Mr. Zernov will be subject to an
employment agreement with the combined company, it is terminable at will by
either party. There can be no assurance that Photo Control will be able to
retain these key employees or other personnel.

           IF PHOTO CONTROL AND NATURE VISION ARE NOT SUCCESSFUL IN INTEGRATING
THEIR ORGANIZATIONS, THE ANTICIPATED BENEFITS OF THE MERGER MAY NOT BE REALIZED.
Achieving the anticipated benefits of the merger will depend, in part, on the
integration of technology, operations and personnel of Photo Control and Nature
Vision. Photo Control and Nature Vision cannot assure you that the integration
will be successful or that the anticipated benefits of the merger will be fully
realized. The challenges involved in this integration include the following:

           o          satisfying the needs of the combined company's customers
                      in a timely and efficient manner, including introducing
                      new products to the market;

           o          persuading the employees that Photo Control's and Nature
                      Vision's business cultures are compatible and retaining
                      the combined company's key personnel; and

           o          maintaining the dedication of Photo Control's and Nature
                      Vision's management resources to integration activities
                      without diverting attention from the day-to-day businesses
                      of the combined company.

It is not certain that Photo Control and Nature Vision can be successfully
integrated in a timely manner or at all or that any of the anticipated benefits
will be realized. In addition, Photo Control and Nature Vision cannot assure you
that there will not be substantial unanticipated costs associated with the
integration process, that integration activities will not result in a decrease
in revenues, a decrease in the value of Photo Control common stock or that there
will not be other material adverse effects from the integration efforts. If the
companies are unable to successfully integrate, or if the benefits of the merger
do not meet the expectations of financial or industry analysts, the market price
of Photo Control common stock may decline.

           SALES OF SUBSTANTIAL AMOUNTS OF PHOTO CONTROL COMMON STOCK IN THE
OPEN MARKET BY NATURE VISION SHAREHOLDERS COULD DEPRESS PHOTO CONTROL'S STOCK
PRICE. Other than shares held by affiliates of the combined company, shares of
Photo Control common stock that are issued to shareholders of Nature Vision will
be freely tradable by the shareholders of Nature Vision without restrictions or
further registration under the Securities Act. If the merger with Nature Vision
closes and if Nature Vision's shareholders sell substantial amounts of Photo
Control common stock in the public market following the transaction, the market
price of Photo Control common stock may decrease. These sales might also make it
more difficult for Photo Control to sell equity or equity-related securities at
a time and price that it otherwise would deem appropriate.

           CUSTOMER AND EMPLOYEE UNCERTAINTY RELATED TO THE MERGER COULD HARM
THE COMBINED COMPANY. Customers of Photo Control or Nature Vision may, in
response to the announcement of the merger, delay or defer purchasing decisions.
Any delay or deferral in purchasing decisions by Photo Control's or Nature
Vision's customers could seriously harm the business of the combined company.
Similarly, Photo Control and Nature Vision employees may experience uncertainty
about their future role with the combined company until or after strategies with
regard to the combined


                                       14
<PAGE>


company are announced or executed. This may adversely affect the combined
company's ability to attract and retain key management, marketing, sales,
customer support and technical personnel, which could harm the combined company.

           PHOTO CONTROL AND NATURE VISION EXPECT TO INCUR SIGNIFICANT COSTS
ASSOCIATED WITH THE MERGER. Photo Control and Nature Vision estimate that they
will incur direct transaction costs of approximately $500,000 associated with
the merger which will be subtracted from the total equity recorded as a result
of the merger. Photo Control and Nature Vision believe the combined entity may
incur charges to operations, which are not reasonably capable of estimation at
this time, in the quarter in which the merger is completed or the following
quarters, to reflect costs associated with integrating the two companies. There
is no assurance that the combined company will not incur additional material
charges in subsequent quarters to reflect additional costs associated with the
merger.

           IF THE MERGER IS NOT COMPLETED, PHOTO CONTROL'S STOCK PRICE, AND BOTH
COMPANIES' FUTURE BUSINESSES AND OPERATIONS, COULD BE HARMED. If the merger is
not completed, Photo Control and Nature Vision may be subject to the following
material risks, among others:

           o          the price of Photo Control common stock may change to the
                      extent that its current market price reflects an
                      assumption that the merger will be completed;

           o          Photo Control's and Nature Vision's costs related to the
                      merger, such as legal, accounting and the fees of their
                      financial advisors must be paid even if the merger is not
                      completed; and

           o          under some circumstances (more fully described under the
                      heading, "DESCRIPTION OF THE MERGER AGREEMENT AND PLAN OF
                      REORGANIZATION - PAYMENT OF TERMINATION FEES" on page ___
                      of this document), Photo Control may be required to pay
                      Nature Vision a termination fee of $125,000 and up to
                      $100,000 of costs related to the transaction incurred by
                      Nature Vision.

RISKS RELATED TO PHOTO CONTROL

           PHOTO CONTROL'S CORE BUSINESS FACES A RAPIDLY CHANGING INDUSTRY,
WHICH HAS HURT REVENUES AND RESULTED IN LOSSES IN 2003 AND OF THE FIRST QUARTER
OF 2004. Photo Control's core business of designing, manufacturing and marketing
professional cameras, flash equipment and accessories has recently experienced,
and is expected to continue to experience, significant changes due to the
introduction and acceptance of digital photography. As a result, demand for
Photo Control's non-digital camera line has declined. While Photo Control has
introduced digital camera products in response to this industry trend, it has
faced significant competition and a substantial portion of traditional users of
Photo Control products have switched to lower-end products because of their
relatively low cost and ease of replacement. In addition, engineering and
selling, general and administrative expenses are not affected directly by
variations in revenue, so it is difficult to reduce expenses when revenues
decline.

           Photo Control's revenues have declined in each of the last two years,
which has affected profitability. Photo Control lost $964,471 in 2003 and earned
$170,009 in 2002. For the three months ended March 31, 2004, Photo Control lost
$661,107. Notwithstanding efforts to diversify, sales and profitability may
continue to suffer.

           A LIMITED NUMBER OF PHOTO CONTROL'S CUSTOMERS GENERATE A SIGNIFICANT
PORTION OF ITS REVENUES. Photo Control had three major customers in the two
years ended December 31, 2003 and 2002 which accounted for 34.9% and 37.4% of
its sales, respectively, and these customers will likely account for a
significant percentage of its revenues during 2004. There is no assurance that
Photo Control will be able to retain these major customers or continue to
maintain the levels of sales to them. The loss of or reduction in demand for
Photo Control's products from major customers could have a material adverse
effect on operating results and cash flow from operations.

           AN EXECUTIVE OFFICER OF PHOTO CONTROL RECENTLY RESIGNED. Curtis R.
Jackels, Photo Control's former President, Chief Executive Officer and a
director resigned on June 1, 2004. The loss of the services of Mr. Jackels may
negatively affect the management of and future sales related to Photo Control's
business.


                                       15
<PAGE>


           PHOTO CONTROL'S BUSINESS IS SUBJECT TO FREQUENT TECHNOLOGICAL CHANGE.
Camera digital technology has had rapid changes in recent years and Photo
Control's camera units are subject to obsolescence as larger competitors
continue to develop technologically advanced products. Similarly, the Bookendz
docking stations are designed for 12- and 15-inch Apple Powerbook laptop
computers. Changes in the Powerbook design by Apple for the port connections
configuration or in the size or shape of the Powerbook, or the development of
enhanced wireless capabilities would render this product line obsolete and
significantly impair the value of the Bookendz patent.

           PHOTO CONTROL RECENTLY LOST A MAJOR CUSTOMER FOR IT BOOKENDZ PRODUCT
LINE. In 2003, a major customer of the Bookendz dock filed bankruptcy, resulting
in significantly lower sales for the product line. The company that has purchase
the bankrupt customer has declined to carry the Bookendz dock. Management cannot
predict whether new dealers and customers will replace this account.

           PHOTO CONTROL IS OBLIGATED TO PURCHASE A MINIMUM QUANTITY OF CAMERA
PRODUCTS FROM A SUPPLIER. Photo Control entered into a development and supply
contract with Imagilent Inc., a supplier of camera sensor boards. The
development portion of the contract has been completed, and Photo Control has
issued a purchase order for 1,000 units. Photo Control is obligated under the
contract to purchase products that Imagilent has in stock if the contract is
terminated by Photo Control. Based on the limited product order history,
management believes it could be obligated to purchase up to $440,000 of camera
sensor boards from Imagilent if Photo Control terminates the contract.

           PHOTO CONTROL HAS A LIMITED SOURCE OF PRODUCT SUPPLY SO IT IS SUBJECT
TO HIGHER PRICES. Because of the small quantities of products Photo Control
orders from vendors and its inability to develop its own digital sensor and
camera board, Photo Control relies on outside vendors for development and supply
of sensors and digital board cameras, including large companies such as Sony and
Canon. Photo Control's limited purchasing power and dependence upon vendors'
technology means it cannot benefit from lower prices and other favorable terms
provided to larger competitors.

           INVESTORS' ABILITY TO SELL THEIR PHOTO CONTROL COMMON SHARES MAY BE
AFFECTED BY THE LIMITED PUBLIC MARKET. Photo Control currently has 1,720,163
outstanding common shares. Upon completion of the merger and the related sale of
shares to Richard P. Kiphart, there will be up to 4,162,342 common shares
outstanding. According to Yahoo!, average daily volume over the period February
1, 2004 through April 30, 2004 has been 12,227 shares. Because of this low
volume, investor may have difficulties receiving the quoted price in a sale or
selling large numbers of shares.

           PHOTO CONTROL'S SALES ARE SEASONAL, SO UNEVEN REVENUES ARE
EXPERIENCED THROUGHOUT THE YEAR. Photo Control's sales are seasonal, with over
60% of revenues realized in the second and third quarters. However, orders from
certain large customers can significantly reduce or exacerbate the seasonal
pattern. Conversely, expenses are largely constant throughout the year.
Management is forced to rely on credit facilities and other sources of funds
during periods where expenses are higher than revenues. Operations would be
harmed if sufficient credit was not made available during a seasonal downturn in
revenues, or if the lender imposed unfavorable credit terms.

           THERE IS A LOT OF COMPETITION THAT COULD HURT PHOTO CONTROL'S
REVENUES OR CAUSE ITS EXPENSES TO INCREASE. Photo Control's current and
prospective competitors include many companies, including Kodak, Fuji, Nikon and
Canon for its digital camera product line, and Broncolor, Dynalite, White
Lighting, Photogenic ProFoto and Speed-O-Tron for its Norman lighting product
line. These companies' financial, technical, marketing and other resources are
substantially greater than Photo Control's. Photo Control may not have the
financial resources, technical expertise or marketing, sales and support
capabilities to compete successfully. The presence of these competitors could
hurt its business by causing Photo Control to:

           o          Reduce the selling prices for its products and services;
                      or

           o          Increase its spending on marketing, sales and product
                      development.

Photo Control may not be able to offset the effects of price reductions or
increases in spending. Further, Photo Control's financial condition may put it
at a competitive disadvantage relative to its competitors.


                                       16
<PAGE>


RISKS RELATED TO NATURE VISION

           THE FUTURE GROWTH OF NATURE VISION WILL DEPEND UPON ITS ABILITY TO
CONTINUE TO DEVELOP NEW AND INNOVATIVE PRODUCTS AND ENTER NEW MARKETS. A
significant portion of Nature Vision's current revenue is dependent upon sales
to traditional sporting goods dealers. In addition to its current products,
Nature Vision intends to introduce new products for other applications in the
outdoor recreation market. Because some of these new product categories may be
new to Nature Vision, it will need to develop relationships with major
participants in this market, which in many cases are different from Nature
Vision's existing customers. Nature Vision's new products may not be accepted by
the ultimate users. Even if they are, Nature Vision need to continue to develop
relationships with significant retailers to penetrate markets and compete
against suppliers of similar products.

           NATURE VISION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE. While Nature
Vision believes that it currently has sufficient resources with its current cash
and current credit facility to conduct its business and growth plans, it may
need additional capital in the future. Nature Vision may not be able to obtain
additional debt or equity financing or, if it does, it may not be on favorable
terms. Sources of additional capital may include additional bank debt financing
or the sale of debt or equity securities, the latter of which could result in
significant dilution to existing shareholders.

           NATURE VISION DEPENDS ON PATENTS AND PROPRIETARY TECHNOLOGY. Nature
Vision's long-term success may depend on its ability to defend current patents
and obtain patent protection for future products and processes. Nature Vision
currently has 10 United States patents. In addition, Nature Vision has applied
for patent protection on additional aspects of its Aqua Vu, Buzz Stix, Game-Vu
and shelter products. These patent applications may not be granted. Even if they
are, the scope of any patent protection may be limited, allowing for competitive
products, or the patents may be held invalid if challenged. Nature Vision also
relies upon trade secrets, and no assurance can be given that others will not
independently develop or otherwise acquire substantially equivalent know-how or
otherwise gain access to Nature Vision's proprietary technology.

           NATURE VISION DEPENDS ON ITS KEY PERSONNEL. Nature Vision's future
success depends to a significant degree upon the continued services of key
technical and senior management personnel including, but not limited to, Jeffrey
P. Zernov, its founder, Chief Executive Officer and President, as well as its
ability to attract, retain and motivate highly qualified managerial and
technical personnel if it expands. Failure to attract and retain skilled
personnel could hinder Nature Vision's research and development and
manufacturing efforts, and could limit Nature Vision's ability to expand its
product offering or to manage its growth. The loss of one or more key employees
could similarly affect Nature Vision.

           NATURE VISION USES ASIAN BASED SOURCES OF SUPPLY FOR SOME OF ITS
PRODUCTS. Nature Vision currently purchases, and will continue to purchase,
components and raw materials from Asian-based vendors. Although it has
identified alternative suppliers for key components, sub-assemblies and raw
materials, at the present time Nature Vision uses approximately six Asian
suppliers. Should a key supplier be unwilling or unable to supply components or
sub-assemblies in a timely manner or subject to specifications, or should
approval of a current or proposed supplier be delayed, withheld or withdrawn,
Nature Vision could experience delays in obtaining alternative suppliers, which
might result in reduced product output. In addition, the price that Nature
Vision pays for these products could increase due to trade barriers, tariffs or
other trade restrictions imposed by the United States or changes in
international currency rates.

           GOVERNMENT REGULATION BANNING OR RESTRICTING THE USE OF UNDERWATER
VIDEO CAMERAS WOULD HURT NATURE VISION'S BUSINESS. The use of the Aqua-Vu
underwater viewing system is not regulated by any federal or state governmental
entity, nor is Nature View management aware of any similar restrictions in
Canada or other foreign countries. In 1998, at the time the product was
introduced, the Minnesota Senate passed a bill that would have outlawed the use
of underwater video cameras for sport fishing. The Minnesota House of
Representatives did not act upon the bill, and it was never enacted. If a
federal, state or foreign governmental entity were to enact legislation banning
or restricting the use of underwater video cameras, sales of the Aqua-Vu
underwater viewing system would decline and Nature Vision's business would
suffer as a result of fewer sales of its flagship product.


                                       17
<PAGE>


           POTENTIAL COMPETITORS COULD LOWER NATURE VISION'S REVENUES OR CAUSE
ITS EXPENSES TO INCREASE. Nature Vision's current competition for its Aqua-Vu
underwater viewing system and other products consists of several small
companies. Potential competitors include large consumer and marine electronics
companies with broader product lines and better name recognition and market
acceptance than Nature Vision. These companies also have significantly greater
financial, technical, marketing and other resources. Increased competition,
especially by these larger, more established potential competitors, may result
in increased pricing pressure resulting in reduced gross profit margins. Nature
Vision may also be forced to increase its spending on marketing, sales and
product development, which would further reduce profits.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

           Photo Control and Nature Vision believe this document contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are subject to risks and
uncertainties and are based on the beliefs and assumptions of management of
Photo Control and Nature Vision, from information currently available to each
company's management. When we use words such as "believes," "expects,"
"anticipates," "intends," "plans," "estimates," "should," "likely" or similar
expressions, we are making forward-looking statements. Forward-looking
statements include the information concerning possible or assumed future results
of operations of Photo Control and Nature Vision that may be set forth under
sections of this document including, among others, "Summary," "Risk Factors,"
"The Merger - Background of the Merger," "- Recommendation of the Photo Control
Board of Directors," "- Photo Control's Reasons for the Merger," "- Nature
Vision's Reasons for the Merger," "Recommendation of the Nature Vision Board of
Directors," "- Opinion of Goldsmith, Agio, Helms Securities, Inc.," "Photo
Control Management's Discussion and Analysis of Financial Condition and Results
of Operations," "Nature Vision Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business of Photo Control," "Business of
Nature Vision" and the unaudited pro forma condensed combined financial
statements beginning at page F-28 of this document. Forward-looking statements
are not guarantees of performance. They involve risks, uncertainties and
assumptions. The future results and shareholder values of Photo Control and
Nature Vision may differ materially from those expressed in the forward-looking
statements. Many of the factors that will determine these results and values are
beyond our ability to control or predict. Shareholders are cautioned not to put
undue reliance on any forward-looking statements. Photo Control and Nature
Vision intend for the forward-looking statements to be covered by the safe
harbor provisions contained in the Private Securities Litigation Reform Act.

           For a discussion of some of the factors that may cause actual results
to differ materially from those suggested by the forward-looking statements,
please read carefully the information under "Risk Factors" beginning on page __.

                         INFORMATION ABOUT THE MEETINGS

PHOTO CONTROL'S SPECIAL MEETING

DATE, TIME AND PLACE OF THE SPECIAL MEETING; MATTERS TO BE CONSIDERED

           The enclosed proxy is solicited by the board of directors of Photo
Control for use at the special meeting of Photo Control shareholders to be held
on _________, ___________, 2004 at __:__ a.m., Minnesota time, at the offices of
Photo Control, located at 4800 Quebec Avenue North, Minneapolis, Minnesota, and
at any adjournment or postponements thereof. This joint proxy
statement/prospectus and the accompanying form of proxy were first mailed to
shareholders of Photo Control on or about _____________, 2004.

           At the Photo Control special meeting, shareholders of Photo Control
will vote on proposals:

           o          to approve the merger agreement and plan of
                      reorganization;

           o          to approve the issuance of shares of Photo Control common
                      stock to Nature Vision shareholders in an amount equal to
                      20% or more of Photo Control's outstanding common stock
                      pursuant to the merger


                                       18
<PAGE>


                      agreement and plan of reorganization and the related stock
                      sale to Richard P. Kiphart, a director, at a price less
                      than the market price of the shares;

           o          to amend and restate Photo Control's articles of
                      incorporation to:

                      o          change the corporate name to "Nature Vision,
                                 Inc."

                      o          increase the number of authorized shares of
                                 capital stock from 5,000,000 shares to
                                 50,000,000 shares.

                      o          elect not to be subject to provisions of the
                                 Minnesota Control Share Acquisition Act.

                      o          require a supermajority to repeal or amend
                                 provisions in Photo Control's bylaws concerning
                                 the classification of directors.

                      o          require a supermajority to remove directors.

                      o          permit directors to take written action under
                                 certain circumstances by less than unanimous
                                 consent.

                      o          eliminate the provision requiring the
                                 affirmative vote of a majority of the
                                 outstanding common shares to amend the
                                 articles.

                      o          eliminate other provisions already controlled
                                 by the Minnesota Business Corporation Act.

           o          To consider and vote upon a proposal to further amend
                      Photo Control's articles of incorporation in order to
                      repeal the supermajority voting provision required for a
                      merger, sale of substantially all assets, recapitalization
                      or similar transaction affecting Photo Control.

           o          To consider and vote upon a proposal to amend the bylaws
                      to:

                      o          provide that the number of directors
                                 constituting the board will be set by the board
                                 of directors, subject to a minimum size of
                                 three directors.

                      o          require a supermajority vote of two-thirds of
                                 the outstanding common shares to remove a
                                 director, unless the board of directors
                                 approves, in which case the affirmative vote of
                                 a majority of the outstanding shares will be
                                 required.

           o          To consider and vote upon a proposal to adopt the Photo
                      Control 2004 Stock Incentive Plan.

           o          To consider and vote upon a proposal to set the number of
                      directors at six.

           o          To elect Richard P. Kiphart to serve as a Class I director
                      for a three-year term or until his successor is elected or
                      appointed.

           o          To consider and vote upon any motion to adjourn the
                      meeting to a later time to permit, among other things,
                      further solicitation of proxies if necessary to establish
                      a quorum or to obtain additional votes in favor of the
                      foregoing items.


                                       19
<PAGE>


THE PHOTO CONTROL BOARD OF DIRECTORS HAS APPROVED EACH OF THE FOREGOING
PROPOSALS AND RECOMMENDS THAT SHAREHOLDERS OF PHOTO CONTROL VOTE "FOR" EACH OF
THE PROPOSALS BEING PRESENTED TO THEM.

RECORD DATE FOR THE SPECIAL MEETING

           Only Photo Control shareholders of record at the close of business on
___________, 2004 are entitled to vote at the special meeting. On that date
there were outstanding 1,720,163 shares of Photo Control common stock.

QUORUM; VOTE REQUIRED FOR APPROVAL OF PROPOSALS

           Each holder of common stock is entitled to one vote for each share
held. A quorum, consisting of a majority of common stock entitled to vote at the
special meeting, must be present in person or by proxy before action may be
taken at the special meeting. The votes required to approve the various
proposals depend on the item:

           o          The proposals to approve the merger agreement and plan of
                      reorganization and the amended and restated articles of
                      incorporation require the affirmative vote of a majority
                      of the outstanding common shares of Photo Control.

           o          The proposal to amend the articles of incorporation to
                      repeal the supermajority voting provision required for a
                      merger, sale of substantially all assets, recapitalization
                      or similar transaction affecting Photo Control requires
                      the affirmative vote of two-thirds of the outstanding
                      common shares of Photo Control.

           o          Approval of the remaining proposals to be presented at the
                      Photo Control special meeting requires the affirmative
                      vote of the holders of a greater of (a) a majority of
                      Photo Control common stock present at the special meeting,
                      either in person or by proxy and entitled to vote on that
                      proposal, or (b) the majority of the minimum number of
                      shares of common stock that would constitute a quorum for
                      transacting business at the special meeting.

           Broker non-votes are not counted as votes for or against a proposal.
An abstention is counted in determining the total number of votes cast on a
proposal, and has the effect of a negative vote. On April 30, 2004 (without
reflecting any currently exercisable options), directors and officers of Photo
Control and their affiliates owned or were entitled to vote 296,510 shares of
Photo Control common stock. These shares represent approximately 17% of the
outstanding shares of Photo Control common stock.

SOLICITATION OF PROXIES AND REVOCATION OF PROXIES

           The costs and expenses of solicitation of Photo Control proxies will
be paid by Photo Control. In addition to the use of the mails, proxies may be
solicited by directors, officers and regular employees of Photo Control
personally or by telephone, but such persons will not be specifically
compensated for such services. Photo Control has retained ______________________
to aid in the solicitation of proxies for an estimated fee of $_______ plus fees
and expenses.

           The extent to which these proxy soliciting efforts will be necessary
depends upon how promptly proxies are submitted. You should submit your proxy
without delay. We will also reimburse brokers and other nominees for their
expenses in sending these materials to you and getting your voting instructions.

           Proxies in the form enclosed are solicited on behalf of the board of
directors of Photo Control. Any shareholder giving a proxy in this form may
revoke it before it is exercised either by submitting a new proxy bearing a date
later than any prior proxy or by attending the special meeting in person and
completing a ballot at the special meeting.


                                       20
<PAGE>


HOW PROXIES WILL BE VOTED

           _______________ and _______________ have been named as proxies in the
Photo Control proxy. Shares represented by a timely, valid and unrevoked proxy
will be voted at the special meeting as specified in the proxy. Properly
executed proxies that do not contain voting instructions will be voted "FOR" the
approval of Proposal Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9. If you submit a proxy
that indicates an abstention from voting, your shares will be counted as present
for purposes of determining the existence of a quorum, and will be counted as a
vote against the proposal.

           The proxies will be entitled to vote in their discretion on any other
matters that may properly come before the meeting.

                          PHOTO CONTROL PROPOSAL NO. 1
           APPROVAL OF THE MERGER AGREEMENT AND PLAN OF REORGANIZATION

APPROVAL OF THE MERGER AGREEMENT

           At the special meeting, the Photo Control shareholders will be asked
to approve the merger agreement and plan of reorganization, the proposed merger
and the other transactions contemplated by the merger agreement. Shareholder
approval of the merger agreement and plan of reorganization, the proposed merger
and the other transactions contemplated by the merger agreement and plan of
reorganization is a condition to both Photo Control's and Nature Vision's
obligation to consummate the merger, which condition may not be waived by the
parties. For a detailed discussion of the reasons for, background of, and effect
of the merger and the merger agreement, see "The Merger" beginning on page ____
and "Description of the Merger Agreement and Plan of Reorganization" beginning
on page ___.

EFFECT OF FAILURE TO OBTAIN SHAREHOLDER APPROVAL

           If Photo Control does not obtain the approval of its shareholders of
this Proposal No. 1, it will be in violation of the conditions to the
consummation of the merger. As a result, either Photo Control or Nature Vision
may refuse to proceed with the transaction and terminate the merger agreement
and plan of reorganization.

VOTING INFORMATION

           Approval of the merger agreement and plan of reorganization, the
proposed merger and the other transactions contemplated by the merger agreement
and plan of reorganization requires the affirmative vote of a least a majority
of the outstanding shares of Photo Control's common stock.


                                       21
<PAGE>


     THE BOARD OF DIRECTORS RECOMMENDS NATURE VISION SHAREHOLDERS VOTE "FOR"
                PROPOSAL NO. 1: APPROVAL OF THE MERGER AGREEMENT
                           AND PLAN OF REORGANIZATION

                          PHOTO CONTROL PROPOSAL NO. 2
                 APPROVAL OF THE ISSUANCE OF COMMON STOCK IN AN
                 AMOUNT EQUAL TO 20% OR MORE OF PHOTO CONTROL'S
                   OUTSTANDING COMMON STOCK TO NATURE VISION
                     SHAREHOLDERS UNDER THE MERGER AGREEMENT
        AND PLAN OF REORGANIZATION AND TO RICHARD P. KIPHART, A DIRECTOR,
     AT A PRICE LESS THAN THE MARKET PRICE OF PHOTO CONTROL'S COMMON SHARES

ISSUANCES UNDER THE MERGER AGREEMENT AND PLAN OF REORGANIZATION

           Under the terms of the merger agreement and plan of reorganization,
Photo Control will issue approximately 2,199,991 shares of its common stock to
Nature Vision's shareholders, which amount includes Photo Control shares
issuable upon options and warrants replacing options and warrants to purchase
Nature Vision common shares. In addition, immediately prior to the merger, Photo
Control will issue up to 653,594 shares of common stock to Richard P. Kiphart at
a price that is discounted to the market price of Photo Control's common shares
as quoted on the Nasdaq SmallCap Market. Concurrent with the closing of the
merger, Richard P. Kiphart, a director of Photo Control, will purchase
$1,000,000 of Photo Control common stock. Mr. Kiphart's commitment to purchase
the Photo Control common shares is conditioned upon the consummation of the
merger. The purchase price will be the lower of: (a) 70% of the average closing
price per share of Photo Control's common stock on the Nasdaq SmallCap Market
during the 30-day period preceding April 15, 2004 or (b) 70% of the average
closing price per share of Photo Control's common stock on the Nasdaq SmallCap
Market during the 30-day period preceding the day prior to the closing of the
merger. Notwithstanding the foregoing, Mr. Kiphart has agreed not to pay less
than $1.53 per share. For a more complete discussion of the merger and related
stock sale to Mr. Kiphart, please refer to the section entitled "Description of
the Merger Agreement and Plan of Reorganization" beginning on page __ or the
merger agreement and plan of reorganization attached as Annex A to this
document.

NASDAQ SHAREHOLDER APPROVAL REQUIREMENTS

           The common stock of Photo Control is currently listed on the Nasdaq
SmallCap Market. Each issuer listed on Nasdaq must comply with Nasdaq's
marketplace rules to obtain listing and continue listing of the issuer's
securities. Rule 4350(i)(1)(D) requires Nasdaq issuers, such as Photo Control,
to obtain the approval of its shareholders before certain events occur. Events
that requires shareholder approval include a transaction in which the issuer may
issue shares equal to 20% or more of the number of its common shares outstanding
before the issuance, such as the shares being issued to former Nature Vision
shareholders in the merger, and the issuance of shares equal to 20% or more of
the number of its common shares outstanding before the issuance to, among
others, directors at a price less than market price, as will occur with Mr.
Kiphart.

           Photo Control estimates that the minimum number of shares of common
stock that it would issue in the merger is approximately 1,532,814 shares,
assuming: (a) two percent of Nature Vision's shareholders assert dissenters'
rights; (b) no exercise of outstanding Nature Vision options and warrants; and
(c) none of the escrowed shares are released. The maximum number it could issue
would be approximately 2,199,991 shares. If any shares are issued below the
maximum, options and warrants to purchase Photo Control shares will be issued in
an amount equal to the difference between maximum number of shares issuable and
the number of shares actually issued. In addition, and immediately prior to the
merger it will issue up to 653,594 shares to Richard P. Kiphart. Because Photo
Control had 1,720,163 shares outstanding on April 30, 2004, any issuance over
344,032 shares would require shareholder approval. After the Kiphart stock
purchase there will be up to 2,373,757 outstanding common shares, and any
issuance over 474,751 shares would require shareholder approval.

EFFECT OF SHAREHOLDER APPROVAL

           If Photo Control's shareholders approve Proposal No. 2, Photo Control
will issue up to 653,594 shares to Richard P. Kiphart and up to approximately
2,199,991 shares of its common stock as a result of the merger. These issuances
could dilute future earnings per share of Photo Control and could depress the
market value of Photo


                                       22
<PAGE>


Control's common stock. After the stock sale and the merger, Mr. Kiphart and
some Nature Vision shareholders will hold significant levels of beneficial
ownership of Photo Control common stock and will be able to exercise substantial
control over matters that would require shareholder approval, including electing
directors and approving significant corporate transactions. Further, to the
extent these persons control Photo Control's Board of Directors through
election, they will exercise control over Photo Control's business operations
and management.

EFFECT OF FAILURE TO OBTAIN SHAREHOLDER APPROVAL

           If Photo Control does not obtain the approval of its shareholders of
this Proposal No. 2, it will be in violation of the conditions to the
consummation of the merger. As a result, either Photo Control or Nature Vision
may refuse to proceed with the merger and terminate the merger agreement and
plan of reorganization.

VOTING INFORMATION

           Approval of this Proposal No. 2 requires the affirmative vote of the
holders of the greater of (a) a majority of Photo Control common stock present
at the special meeting, either in person or by proxy, and entitled to vote on
that proposal or (b) the majority of the minimum number of shares of common
stock which would constitute a quorum for transacting business at the Photo
Control special meeting.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
         PROPOSAL NO. 2: APPROVAL OF THE ISSUANCE OF COMMON STOCK IN AN
                 AMOUNT EQUAL TO 20% OR MORE OF PHOTO CONTROL'S
                    OUTSTANDING COMMON STOCK TO NATURE VISION
                    SHAREHOLDERS UNDER THE MERGER AGREEMENT
        AND PLAN OF REORGANIZATION AND TO RICHARD P. KIPHART, A DIRECTOR,
     AT A PRICE LESS THAN THE MARKET PRICE OF PHOTO CONTROL'S COMMON SHARES

                          PHOTO CONTROL PROPOSAL NO. 3
                        APPROVAL OF AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

GENERAL

           Photo Control's board has approved an amendment and restatement of
Photo Control's articles of incorporation to:

           o          change the corporate name to "Nature Vision, Inc."

           o          increase the number of authorized shares of capital stock
                      from 5,000,000 shares to 50,000,000 shares.

           o          elect not to be subject to provisions of the Minnesota
                      Control Share Acquisition Act.

           o          require a supermajority to repeal or amend provisions in
                      Photo Control's bylaws concerning the classification of
                      directors.

           o          require a supermajority to remove directors.

           o          permit directors to take written action under certain
                      circumstances by less than unanimous consent.

           o          eliminate the provision requiring the affirmative vote of
                      a majority of the outstanding common shares to amend the
                      articles.

           o          eliminate other provisions already controlled by the
                      Minnesota Business Corporation Act.


                                       23
<PAGE>


The proposed amended and restated articles of incorporation are attached a
Annex B.

PURPOSES AND EFFECTS OF THE AMENDMENT

1.    Change of corporate name. Under the terms of the merger agreement and plan
of reorganization, Photo Control has agreed to change its corporate name to
"Nature Vision, Inc." This change reflects the corporate identity of the
combined company, which will likely derive a larger portion of its future
revenues and profits from its outdoor recreational products division than its
photography division.

2.    Increase in number of authorized shares. The articles of incorporation
currently authorize the issuance of up to 5,000,000 shares of capital stock, the
terms of which can be designated by the board of directors at the time of
issuance. As of April 30, 2004, 1,720,163 shares of common stock were
outstanding and 243,001 shares of common stock were reserved for issuance under
Photo Control's existing stock option plan, leaving 3,036,836 shares of capital
stock available for issuance for other purposes.

           The board of directors has adopted and seeks approval of Photo
Control shareholders to amend the articles of incorporation to increase the
amount of capital stock authorized to be issued from 5,000,000 shares to
50,000,000 shares. These additional shares of capital stock would not (and the
shares of capital stock presently outstanding do not) entitle the holders
thereof to preemptive rights to subscribe for or purchase additional shares of
capital stock of Photo Control or to cumulative voting for the election of
directors. The terms of the unauthorized shares can be designated by the board
of directors at the time of issuance, and may include preferred stock with
disproportionate voting rights or class- voting rights relative to Photo Control
common stock, that may be convertible into common stock and may rank prior to
Photo Control common stock as to payment of dividends and to the distribution of
assets upon liquidation or dissolution. Unless required by law, Photo Control's
articles of incorporation or the Nasdaq rules, the board of directors will be
able to provide for the issuance of the additional shares of common stock or
preferred stock without further action by Photo Control shareholders, and no
further authorization by the shareholders will be sought prior to such issuance.

           Except for shares reserved for stock options as noted above, and the
shares that will be issued as part of the merger including the related issuance
to Richard P. Kiphart, Photo Control has no agreements or understandings
concerning the issuance of any additional shares of common stock. Under the
merger agreement and plan of reorganization, shareholder approval to increase
the shares of capital stock authorized for issuance is a condition to closing
the merger, and the failure of Photo Control's shareholders to approve this
proposal would give rise to the right of Photo Control or Nature Vision to
terminate the merger agreement and plan of reorganization. If the shareholders
of Photo Control approve Proposal Nos. 1 and 2, but fail to approve Proposal No.
3, the directors of Photo Control and Nature Vision could nevertheless waive the
approval as a condition to closing and proceed with the merger. If required, the
directors would make that waiver decision based on the circumstances existing at
the time.

           The board also believes that the increased authorization of shares of
capital stock is advisable so that shares will be available for issuance in the
future if the need arises in connection with financings, acquisitions, employee
benefits, stock splits or dividends or other corporate purposes. This will
enable Photo Control to take advantage of market conditions, the availability of
favorable financing and opportunities for acquisitions without the delay and
expense associated with convening a special shareholders meeting.

           Although not necessarily designed or intended for such purposes, the
effect of the proposed increase in the authorized shares might be to render more
difficult or to discourage a merger, tender offer, proxy contest or change in
control of Photo Control or the removal of management, which shareholders might
otherwise deem favorable. The authority of the board of directors to issue
shares of common stock might be used to create voting impediments or to
frustrate an attempt by another person or entity to effect a takeover or
otherwise gain control of Photo Control, because the issuance of additional
shares of capital stock would dilute the voting power of the shares of common
stock then outstanding. Shares of capital stock could also be issued to
purchasers who would support the board of directors in opposing a takeover bid
which the board determines not to be in the best interests of Photo Control and
its shareholders.


                                       24
<PAGE>


3.    Elect not to be subject to Minnesota Control Share Acquisition Act. The
Control Share Acquisition Act generally restricts the voting of certain
percentages of voting control to be acquired in a control share acquisition (as
defined) of an issuing public corporation (as defined) until after shareholder
approval of the acquisition. There are several important exceptions to the
Control Share Acquisition Act. For example, an acquisition of shares directly
from the issuer does not constitute a control share acquisition. However, in
general, a control share acquisition means an acquisition, directly or
indirectly, by a "person" of beneficial ownership of shares of an issuing public
corporation so that immediately after the acquisition, the acquiring person can
exercise or direct the exercise of a new range of voting power. The acquisition
of a new range is described as follows:

           o          At least 20 percent but less than 33? percent.

           o          At least 33? percent but less than or equal to 50 percent.

           o          Over 50 percent.

           If the number of shares acquired exceeds any of the above ranges, the
acquiring person may vote, in the aggregate, only the threshold number of shares
held (20%, 33?% or 50%). The Control Share Acquisition Act requires special
shareholder approval in order for the acquiring person's shares to have the same
voting rights as other shares of the same class or series. A resolution
consenting to those rights must be approved by a majority of the shareholders of
the issuing public corporation, excluding the acquiring person. The acquiring
person must also provide the issuing public corporation with financial
information and an information statement concerning any plans regarding the
corporation in order to obtain this approval.

           The Control Share Acquisition Act is a statutory defense measure used
to protect current management when a company is the subject of a takeover
attempt. It has the following advantages:

           o          By instituting statutory controls, it provides management
                      with time to consider all aspects of the proposed
                      acquisition and negotiate for the best selling price;

           o          It provides management with the flexibility to consider
                      other acquisition offers;

           o          It preserves the likelihood of continuity and stability in
                      the composition of the company's board of directors and in
                      the policies formulated by the board;

           o          It can be used to discourage an unsolicited takeover
                      attempt if the board determines that the attempt is not in
                      the best interests of the company and its shareholders;

           o          It can be used to protect shareholders from takeover
                      attempts that take advantage of a temporarily depressed
                      stock; and

           o          It provides management with the leverage to insist on the
                      participation of all shareholders in a proposed sale,
                      thereby protecting minority shareholders from a takeover
                      attempt that would result in the purchase of only a
                      controlling interest in the outstanding shares.


                                       25
<PAGE>


           The protections of the Control Share Acquisition Act allows the board
of directors time to consider all aspects of a proposed offer to purchase the
company, including possible competitive offers, and permit them to either
negotiate a fairer and more appropriate selling price or refuse to sell the
company. However, the use of the Control Share Acquisition Act can also have
some disadvantages for shareholders:

           o          By discouraging attempts to acquire the company, it may
                      deprive shareholders an opportunity to sell their shares
                      of common stock at a premium over the prevailing market
                      price;

           o          By preventing the removal of current management, it
                      prohibits the possibility of improvement through replacing
                      them with the acquiring shareholders' preferred
                      management;

           o          Current management has the option to refuse to sell the
                      company, which may prevent shareholders interested in
                      selling the company from obtaining the optimal price for
                      their shares, and

           o          The delays created by the protections of the Control Share
                      Acquisition Act may prevent shareholders from obtaining an
                      optimal price for their shares in a competitive market.

           The effect of this amendment is to eliminate the protections of the
Control Share Acquisition Act. It means that any shareholder, including
shareholders who acquire more than 20% of the voting power of Photo Control,
will be entitled to vote upon all matters affecting Photo Control, including
votes that may result in its sale or discontinuation. Please refer to the stock
ownership table beginning at page __ of this joint proxy statement/ prospectus
for information concerning shareholders who, because of the percentage of shares
of the Company they beneficially own, may be subject to the Control Share
Acquisition Act.

           Management believes that the provisions of the Control Share
Acquisition Act is not in the best interests of all of the shareholders and may
limit any future opportunities for a proposed sale of Photo Control. This
proposal is not being made in response to any perceived accumulation of the of
Photo Control's common stock or any threatened takeover attempt. In addition to
the provisions of the Control Share Acquisition Act. Photo Control's articles of
incorporation protect current management by providing for staggered election of
the board of directors and prohibiting cumulative voting for directors. These
provisions may be used as anti-takeover defenses to protect Photo Control from
proposed acquisitions. They may also serve to maintain and protect Photo
Control's current management. Photo Control has no plans to implement any
additional measures having a material anti-takeover effect.

4.    Require a supermajority to repeal or amend provisions in Photo Control's
bylaws concerning the classification of directors. Article 3 of Photo Control's
bylaws provides for the classification of directors, also known as a staggered
board of directors. A staggered board of directors makes it more difficult to
achieve an unsolicited or "hostile" takeover of Photo Control. According to the
bylaws, the repeal or amendment of Article 3 requires the consent of two-thirds
of the outstanding shares of common stock authorized to vote. In order to be
enforceable under the Minnesota Business Corporation Act, this supermajority
provision must also be included in the articles of incorporation. If it is not
included in the articles, the repeal or amendment of Article 3 would only
require the affirmative vote of the holders of the greater of (a) a majority of
Photo Control common stock present at a meeting of shareholders or (b) the
majority of the minimum number of shares of common stock required to constitute
a quorum for transacting business at a shareholder meeting. The proposed
amendment would ensure that the voting requirements of Article 3 of Photo
Control's bylaws are enforceable.

5.    Require a supermajority to remove directors. As set forth in Proposal No.
5, the board is asking that the shareholders approve an amendment to the bylaws
so that a supermajority vote of shareholders is required to remove a director
unless the proposed removal has been expressly approved by a majority of all
members of the board of directors in which case the removal requires approval of
a majority of the outstanding voting shares. Article 3 of Photo Control's
current bylaws requires the affirmative vote of a majority of the outstanding
shares to remove a director, provided there is cause for such removal, and
conditions the removal on the affirmative vote of two-thirds of the outstanding
voting shares. In order to be enforceable under the Minnesota Business
Corporation Act, the two-thirds vote provision in the bylaws must also be
included in the articles of incorporation. The proposed amendment would require
the affirmative vote of two-thirds of the outstanding shares of entitled to vote
to remove a


                                       26
<PAGE>


director, whether for cause or without cause. The purpose of this bylaw
provision is to make it more difficult to achieve an unsolicited or "hostile"
takeover of Photo Control. If this amendment is not included in the articles,
the repeal or amendment of current provisions of Article 3 would only require
the affirmative vote of the holders of the greater of (a) a majority of Photo
Control common stock present at a meeting of shareholders or (b) the majority of
the minimum number of shares of common stock required to constitute a quorum for
transacting business at a shareholder meeting.

6.    Action with Less than Unanimous Consent. Photo Control's current articles
do not permit the board to take any action in writing unless their is a
unanimous consent for such action. The proposed amendment will allow the
directors to take written action with less than a unanimous consent. The
proposed amendment only relates to those actions which the Board of Directors is
entitled to take in accordance with the Minnesota Business Corporation Act and
does not limit or otherwise alter the authority of the shareholders to authorize
or approve actions on behalf of Photo Control.

           The Minnesota Statutes permit directors of a company to take action
by written consent and to adopt resolutions by less than unanimous written
consent provided (i) the action does not require shareholder approval and (ii)
the action is signed by the number of directors that would be required to take
the same action at a meeting of the Board of Directors at which all directors
are present.

           This amendment will provide administrative flexibility to the Board
of Directors in taking actions which they are permitted by statute to authorize
and will have the same effect as if a majority of the Board of Directors voted
in favor of the proposed action at a meeting held for that purpose. The
amendment is intended to take advantage of a provision already present in the
Minnesota Statutes which Photo Control has not previously adopted. This proposal
is not being made in response to any perceived accumulation of Photo Control's
common stock of any threatened attempt to purchase the company.

           Action by unanimous written consent in commonly used by companies
because it permits timely approval of corporate actions where not all of the
directors can attend a meeting in person. However unanimous consent of the
directors is not required under the Minnesota statutes to approve corporate
actions. Action by less than unanimous written consent enhances that advantages
of using a written actions because it permits fewer signatures while maintaining
the statutory voting requirement needed to approve corporate action at a
meeting. It also provides administrative flexibility in situations where the
directors may already have discussed and agreed upon a course of action, but
because of conflicting schedules and responsibilities cannot meet in person to
formally authorize the action. It also has the effect of accommodating talented
and qualified directors who are valuable to Photo Control but, because of their
location, schedules and responsibilities, may not always be available to attend
board meetings called on short notice.

           Written action by less than unanimous consent facilitates timely
formal approval of corporate action when a majority or even all of the directors
may have previously considered and discussed a specific action but not all of
the directors can be available to meet in person or provide written signatures.
These consents also improve the progress of decision-making in difficult
situations. For example, assuming time constraints would prevent authorizing
action at a meeting, one director can hold that action hostage by refusing to
execute a unanimous written consent. Written action by less than unanimous
consent also serves well when a majority or greater number of directors have
previously discussed, and may already have informally approved an action. A
possible disadvantage in permitting these types of written actions is that they
may preclude further delay or discussion of an issue by one or more minority
dissenting directors.

7.    Eliminate the provision requiring the affirmative vote of a majority of
the outstanding common shares to amend the articles. Photo Control's articles of
incorporation provide that a majority of the outstanding shares entitled to vote
is required to amend the articles of incorporation. The proposed amendment will
allow Photo Control's articles of incorporation to be amended by the affirmative
vote of the holders of the greater of (a) a majority of Photo Control common
stock present at a meeting of shareholders or (b) the majority of the minimum
number of shares of common stock required to constitute a quorum for transacting
business at a shareholder meeting. The Minnesota Statutes provide for this level
of approval as the default provision unless otherwise modified in a company's
articles of incorporation.


                                       27
<PAGE>


           The amendment is intended to take advantage of a provision already
present in the Minnesota Statutes which Photo Control has not previously
adopted. This proposal is not being made in response to any perceived
accumulation of Photo Control's common stock of any threatened attempt to
purchase the company.

           Action by less than a majority of all of the outstanding shares is
commonly used by companies because it permits timely approval of corporate
actions where not all of the shareholders attend a meeting or provide proxies.
Action by the holders of the greater of (a) a majority of Photo Control common
stock present at a meeting of shareholders or (b) the majority of the minimum
number of shares of common stock required to constitute a quorum for transacting
business at a shareholder meeting facilitates timely approval of corporate
action because it permits actions to be approved while maintaining the statutory
voting requirement needed to approve corporate action at a meeting.

8.    Eliminate other provisions already controlled by the Minnesota Business
Corporation Act. Photo Control's articles of incorporation were first filed with
the Minnesota Secretary of State on August 19, 1959. Since that time, the
articles have been amended several times to, among other things, reflect changes
in Minnesota's corporate law. Photo Control's articles contain several
provisions that are already controlled by the Minnesota Business Corporation
Act. The proposed amended and restated articles of incorporation attached as
Annex B eliminate redundant and unnecessary provisions. The eliminated
provisions will continue to apply to Photo Control through application of the
Minnesota Business Corporation Act.

EFFECT OF FAILURE TO OBTAIN SHAREHOLDER APPROVAL

           If Photo Control does not obtain the approval of its shareholders of
this Proposal No. 3, it will be in violation of the conditions to the
consummation of the merger because the corporate name will not have been changed
to "Nature Vision, Inc." and the number of authorized shares of capital stock
will not have been increased to 50 million shares, as required by the merger
agreement and plan of reorganization. As a result, either Photo Control or
Nature Vision may refuse to proceed with the merger and terminate the merger
agreement and plan of reorganization. Moreover, the failure to approve the
amended and restated articles will mean that Photo Control will continue to be
subject to the Minnesota Share Acquisition Act, which the board believes limits
Photo Control shareholders' options to obtain an optimal price for their shares
in a competitive market, will undermine the anti-takeover provisions in the
bylaws, and will perpetuate an outdated and confusing corporate charter.

VOTING INFORMATION

           Approval of this Proposal No. 3 requires the affirmative vote of a
majority of the outstanding shares of Photo Control common stock.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
                PROPOSAL NO. 3: APPROVAL OF AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                          PHOTO CONTROL PROPOSAL NO. 4
                              FURTHER AMENDMENT OF
                    PHOTO CONTROL'S ARTICLES OF INCORPORATION
                              (REPEAL OF ARTICLE X)

GENERAL

           Photo Control's board has approved a repeal of Article X of Photo
Control's articles of incorporation to remove the two-thirds shareholder
approval requirement necessary for a merger, sale of substantially all assets,
recapitalization or similar transaction affecting Photo Control. The board
decided to designate this action as a separate proposal from the proposal to
amend and restate the articles of incorporation because this action requires the
affirmative vote of two-thirds of the outstanding common shares of Photo
Control. The board recognizes that it will be difficult to obtain shareholder
approval of this proposal. If this proposal is approved, then it will have the
effect of eliminating Article X contained in Annex B.


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<PAGE>


PURPOSES AND EFFECTS OF THE REPEAL

           In the event of a merger, sale of substantially all assets,
recapitalization or similar transaction affecting Photo Control, Article X of
Photo Control's articles of incorporation currently require, under certain
circumstances, the approval of at least two-thirds of the outstanding shares of
common stock authorized to vote.

           Management believes that the provisions of the Article X are not in
the best interests of the shareholders and may limit any future opportunities
for a proposed sale or other transaction involving Photo Control. This proposal
is not being made in response to any perceived accumulation of the of Photo
Control's common stock or any threatened takeover attempt. In addition to the
provisions of Article X, Photo Control's articles of incorporation protect
current management by providing for staggered election of the board of directors
and prohibiting cumulative voting for directors. These provisions may be used as
anti-takeover defenses to protect Photo Control from proposed acquisitions. They
may also serve to maintain and protect Photo Control's current management. Photo
Control has no plans to implement any additional measures having a material
anti-takeover effect.

           If Article X is repealed, a future merger, sale of substantially all
assets, recapitalization or similar transaction affecting Photo Control will
still require the approval of a majority of the outstanding shares of common
stock authorized to vote.

VOTING INFORMATION

           Approval of this Proposal No. 4 requires the affirmative vote of the
holders of a two-thirds of the outstanding shares of common stock entitled to
vote.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
               PROPOSAL NO. 4: APPROVAL OF A FURTHER AMENDMENT TO
                    PHOTO CONTROL'S ARTICLES OF INCORPORATION
                              (REPEAL OF ARTICLE X)

                          PHOTO CONTROL PROPOSAL NO. 5
                            APPROVAL OF AMENDMENTS TO
                             PHOTO CONTROL'S BYLAWS

GENERAL

           Under Photo Control's articles of incorporation, bylaws and the
Minnesota Business Corporation Act, Photo Control's board can amend Photo
Control's bylaws without shareholder approval except that any amendment changing
the number of directors or otherwise affecting the classification of directors
requires shareholder approval. Photo Control's board has approved amending
portions of Article 3 of the bylaws to provide that the number of directors
constituting the board will be set by the board of directors, subject to a
minimum size of three directors, and to require a supermajority vote of
two-thirds of the outstanding common shares to remove a director, unless the
board of directors approves, in which case the affirmative vote of a majority of
the outstanding shares will be required.

           The proposed amendments to Article 3 are as follows:

                 3.2    NUMBER, TERM, ELECTION AND QUALIFICATIONS. The number
           of directors which shall constitute the whole Board of Directors
           shall be fixed from time to time by resolution of the Board of
           Directors, but shall not be less than three. No decrease in the
           number of directors pursuant to this section shall effect the removal
           of any director then holding office except upon compliance with the
           provisions of Section 3.11 of these Bylaws. The directors shall be
           divided into three classes as equal in number as possible. In the
           event that equal division is not possible, the Board of Directors, by
           a majority vote, shall determine which class new directors shall be
           placed in. The classification of the corporation's board of directors
           already in effect as of the date hereof will continue to remain in
           effect after the date hereof.


                                       29
<PAGE>


                     At each regular meeting of the shareholders, each director
           elected to succeed a director whose term has expired shall hold
           office until the third succeeding regular meeting of the shareholders
           after such director's election and until such director's successor
           has been duly elected and qualified, or until the earlier death,
           resignation, removal or disqualification of such director.

                 3.3    VACANCIES. Any vacancy occurring on the Board of
           Directors resulting from the death, resignation, removal, or
           disqualification of a director, may be filled by the affirmative vote
           of a majority of the directors remaining in office, even though said
           remaining directors may be less than a quorum. In addition, any newly
           created directorship resulting from an increase in the authorized
           number of directors by action of the Board of Directors may be filled
           by a majority vote of the directors serving at the time of such
           increase. Each director elected by the Board of Directors to either
           fill a vacancy or a newly created directorship shall hold office
           until a qualified successor is elected by the shareholders at the
           next regular meeting of the shareholders at which the term of the
           director so elected expires and until such director's successor has
           been duly elected and qualified.

                 3.11   REMOVAL. Any one or all of the directors of the
           corporation may be removed at any time, with or without cause, by the
           affirmative vote of the holders of not less than two-thirds of all
           outstanding shares of capital stock of the corporation entitled to
           vote pursuant to the Minnesota Business Corporation Act (unless the
           proposed removal has been expressly approved by a majority of all
           members of the Board of Directors in which case such removal shall be
           approved by the holders of a majority of all outstanding shares of
           capital stock of the corporation entitled to vote pursuant to the
           Minnesota Business Corporation Act). The shareholders may elect new
           directors at the same meeting at which such directors are so removed.











                                       30
<PAGE>


PURPOSES AND EFFECTS OF THE AMENDMENT

           Photo Control's existing bylaws provide for a maximum of six
directors. Amendments to Article 3 cannot be made unless the approval of a
majority of the outstanding shares of stock of Photo Control consent, and
directors can only be removed for cause by the affirmative vote of a majority of
the outstanding shares of common stock or a majority of the directors.

           The proposed amendments will allow the board to set the number of
directors, subject to a minimum size of three directors, and directors' removal
will not be limited to cause. Shareholders will be able to remove directors by a
majority of the outstanding common shares of Photo Control, if removal has been
approved by a majority of the directors, or the affirmative vote of two-thirds
of the outstanding common shares if a majority of the board does not approve of
the removal.

           A staggered board is advantageous to Photo Control because by
providing that directors will serve three-year terms rather than one-year terms,
the likelihood of continuity and stability in the policies formulated by the
board will be enhanced. While Photo Control has not experienced any problems
with continuity in the past, it wishes to ensure that this experience will
continue and believes that the staggered board will promote continuity because
only one class of directors is subject to election each year. The staggered
board also significantly extends that time required to make any change in
control of the board and will tend to discourage any hostile takeover bid for
Photo Control. The staggered board conditions a director's continued service
upon ability to serve rather than a position relative to a dominant shareholder.

           The proposed amendments to the bylaws promote the concept of
continuity of directors provided by a staggered board. They provide flexibility
to the directors by allowing them to set the size of the board from time to time
without seeking shareholder approval. This could be used to defend against a
hostile takeover as well to add additional directors for other reasons. The
amendments also help preserve the benefits of a staggered board by allowing
removal of a director by a majority of the affirmative votes of the
shareholders, if a majority of the board approves of the removal, or by
two-thirds of the affirmative votes of the shareholders, if a majority of the
board does not approve of the removal. This allows more flexibility in removing
an inappropriate or non-performing director, while continuing to make it
difficult to remove a director by adverse shareholders owning a significant
number of common shares.

EFFECT OF SHAREHOLDER APPROVAL

           If Photo Control's shareholders approve this Proposal No. 5, the size
of the board will be determined by the board of directors, subject to a minimum
size of three. Directors are elected for three-year terms expiring in different
years based on assigned member class. Any vacancies on the board may be filled
by the affirmative vote of the remaining directors. Any director elected to fill
a vacancy will hold office for the unexpired term of a predecessor. Any
increases in the number of directors will be distributed among the three classes
as evenly as possible.

           If Proposal No. 5 is approved, shareholders will be able to remove
directors by a majority of the outstanding common shares of Photo Control, if
removal has been approved by a majority of the directors, or the affirmative
vote of two-thirds of the outstanding common shares if a majority of the board
does not approve of the removal. The proposed amendment to the procedure for
removing directors keeps in place the protections offered by the staggered
board, but the board the ability to react to a favorable transaction or to a
director who is not performing or is performing inappropriately.

VOTING INFORMATION

           Approval of this Proposal No. 5 requires the affirmative vote of the
holders of a greater of (a) a majority of Photo Control common stock present at
the special meeting, either in person or by proxy, and entitled to vote on that
proposal or (b) the majority of the minimum number of shares of common stock
which would constitute a quorum for transacting business at the Photo Control
special meeting.


                                       31
<PAGE>


     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
                    PROPOSAL NO. 5: APPROVAL OF AMENDMENTS TO
                             PHOTO CONTROL'S BYLAWS

                          PHOTO CONTROL PROPOSAL NO. 6
                    APPROVAL OF THE PHOTO CONTROL CORPORATION
                            2004 STOCK INCENTIVE PLAN

              The board of directors of Photo Control recommends the approval of
the Photo Control Corporation 2004 Stock Incentive Plan (the "Plan"). The board
of directors believes that stock-based incentives will play an important role in
encouraging key employees to have a greater financial stake in the success of
Photo Control. The board of directors approved and adopted the Plan effective
May 10, 2004. Approval of this Proposal No. 6 is a condition to completing the
merger. The major provisions of the Plan, including a description of the types
of awards that may be granted under it, are summarized below.

ADMINISTRATION

              The Plan is administered by the compensation committee of the
board or any other committee of directors appointed by the board for purposes of
serving as the committee under the Plan ("Administrator"). The Administrator has
considerable discretion under the Plan.

GRANTS OF AWARDS

              The Administrator, in its capacity as grantor of awards, may grant
awards to any officer, director, consultant or employee of Photo Control and its
subsidiaries, if the Administrator determines that they are able to make key
contributions to the success of Photo Control. The Administrator also determines
which individuals will actually receive awards. The maximum number of shares
subject to awards that may be granted to an employee during any given fiscal
year will be 150,000 shares.

              Typically, the only consideration received by Photo Control for
the grant of an award will be past and/or the expectation of future services. In
connection with the merger with Nature Vision, Photo Control will issue
replacement options pursuant to the Plan to the holders of Nature Vision options
("Replacement Options"). The Replacement Options will entitle the holders to
purchase an aggregate of 348,822 shares of Photo Control. Jeffrey P. Zernov will
hold a Replacement Option under the Plan to purchase 174,411 shares. Anthony
Capra will hold a Replacement Option to purchase 87,205 shares. No other
Replacement Options will be held by directors or executive officers of Photo
Control after the merger.

              Except for the Replacement Options, the number and type of awards
under the Plan to be received by any eligible person cannot be determined at
this time because no determination has been made as to any specific award.

SHARES THAT MAY BE ISSUED UNDER THE PLAN

              The Plan designates 200,000 authorized shares for grant issuance.
Upon approval of the 2004 Plan, no new shares may be issued under prior plans.
If the 2004 Plan is not approved, all previous plans will remain unaffected and
shares may continue to be issued as governed by those plans. Reload options,
described below, may be granted without regard to the 200,000 limit. In
addition, shares issued upon assumption or conversion of outstanding stock-based
awards granted by an acquired company shall be disregarded in applying the
200,000 limit. Accordingly, the options to purchase 348,821 shares granted to
holders of Nature Vision options will be granted under the Plan without regard
to the 200,000 limit.

              The number and kind of shares available under the Plan, as well as
shares issued under outstanding awards, are subject to adjustment in the event
of a reorganization or merger in which Photo Control is the surviving entity, or
a combination, recapitalization, stock split, stock dividend or other similar
event which would change the number or kind of shares outstanding. Shares
relating to options (other than reload options) or SARs (stock


                                       32
<PAGE>


appreciation rights) which are not exercised and lapse or are terminated, shares
relating to restricted stock awards which do not vest, and shares relating to
performance share awards which are not issued will again be available for
purposes of the Plan.

AWARDS UNDER THE PLAN

              OPTIONS. An option is the right to purchase shares of Photo
Control Common Stock at a future date at the exercise price (which may be less
than fair market value) fixed by the Administrator on the date the option is
granted. The purchase price may be paid in cash, with shares of Photo Control
common stock or with such other lawful consideration as the Administrator may
approve. The Administrator will designate each option as a "non-qualified" or an
"incentive stock option." For a summary of the differences in the tax treatment
of the two types of options, please refer to "Federal Income Tax Consequences"
below. Incentive stock options may be subsequently amended in a manner that
disqualifies them from such treatment.

              Subject to early termination or acceleration provisions (which are
summarized below), an option is exercisable from the date specified in the
related award agreement until the expiration date determined by the
Administrator. In no event, however, is an option exercisable after ten years
from its date of grant. The Administrator may in its discretion permit a holder
of a non-qualified option to defer the receipt of any shares upon the exercise
of such option.

              STOCK APPRECIATION RIGHTS. A stock appreciation right ("SAR") is a
right to receive payment based on the appreciation in the fair market value of
Photo Control common stock from the date of grant to the date of exercise. In
its discretion, the Administrator may grant a SAR concurrently with the grant of
an option or independent of the grant of an option. A SAR granted concurrently
with the grant of an option may extend to all or a portion of the shares covered
by such option. A SAR granted concurrently with an option is only exercisable at
such time, and to the extent, that the related option is exercisable. The number
of shares with respect to which SARs are exercised will be charged against the
aggregate amount of Photo Control common stock available under the Plan.

              RESTRICTED STOCK AWARDS. A Restricted Stock Award is an award of a
fixed number of shares of Photo Control common stock subject to restrictions.
The Administrator specifies the price, if any, the recipient must pay for such
shares and the restrictions imposed on such shares. The recipient typically is
entitled to dividends and voting rights pertaining to such shares even though
they have not vested, so long as such shares have not been forfeited.

              PERFORMANCE SHARE AWARDS. A performance share award is an award of
a fixed number of shares of Photo Control Common Stock, the issuance of which is
contingent upon the attainment of such performance objectives, and the payment
of such consideration, if any, as specified by the Administrator.

              RELOAD OPTIONS. A reload option, if granted at the discretion of
the Administrator, gives the optionee the right to purchase a number of shares
of Photo Control common stock equal to the number of shares surrendered to pay
the exercise price or used to pay the withholding taxes applicable to an option
exercise. Reload options do not increase the net equity position of a
participant. Their purpose is to facilitate continued stock ownership in Photo
Control by the participant. Reload options may be any type of option permitted
under the Internal Revenue Code and will be granted subject to such terms,
conditions, restrictions and limitations as may be determined by the
Administrator from time to time. Reload options may be granted only as
non-qualified options and may be granted without regard to the limit on the
maximum number of shares which may be issued under the Plan. Reload options may
not be granted in connection with incentive stock options that have already been
granted.

              TAX-OFFSET BONUSES. A tax-offset bonus, if awarded, is a cash
payment that Photo Control makes upon the exercise of an option, the
disqualifying disposition of an incentive stock option, or the vesting of a
restricted stock or performance share award. The purpose of the bonus is to
partially offset the income taxes owed as a result of such exercise in
disposition or vesting.


                                       33
<PAGE>


TERMINATION OF EMPLOYMENT.

              Upon a termination of employment, shares subject to the
recipient's restricted stock awards which have not become vested by that date or
shares subject to the recipient's performance share awards which have not been
issued usually will be forfeited in accordance with the terms of the related
award agreements. In addition, on such date, the recipient's options which have
not yet become exercisable usually will terminate, while options which have
become exercisable usually must be exercised within three months from such date
or one year from such date if the termination of employment is a result of
death, total disability or, in the case of non-qualified stock options,
retirement. Such periods, however, cannot exceed the expiration dates of the
options and are subject to extension, acceleration of ability to exercise or
amendment in the discretion of the Administrator. SARs have the same termination
provisions as the options to which they relate.

OTHER ACCELERATION OF AWARDS; CHANGE IN CONTROL.

              Subject to any limitations in award agreements, upon the
occurrence of a merger, liquidation, sale of all the assets, or change in
control, which constitutes an "Event" (as defined in the Plan), each option and
each SAR will immediately become exercisable for a period of 15 days immediately
prior to the Event or Photo Control may elect to cancel any outstanding options
and SARs and pay each holder of such an award an amount in cash or stock as
determined in good faith under the Plan, each share covered by a restricted
stock award will immediately vest, and each share covered by a performance share
award will be issued to the recipient. If, however, pursuant to the Event each
of the outstanding awards is either substituted for or assumed by a successor
entity, the Photo Control awards will not be otherwise modified.

TERMINATION OR CHANGES TO THE PLAN.

              The board may, at any time, amend, modify, suspend or terminate
the Plan, but any amendment must be approved by the stockholders if required by
law. Unless previously terminated by the board, the Plan will terminate on
___________, 20_____, and no awards will be granted under it thereafter, but
such termination will not affect any award previously granted.

TAX CONSEQUENCES OF THE PLAN.

              The federal income tax consequences of the Plan under current
federal law, which is subject to change, are summarized in the following
discussion which deals with the general tax principles applicable to the Plan.
State and local tax consequences are beyond the scope of this summary.

              NON-QUALIFIED STOCK OPTIONS. No taxable income will be realized by
an optionee upon the grant of a non-qualified stock option. Upon exercise of a
nonqualified stock option, the optionee will realize ordinary income in an
amount measured by the excess of the fair market value of the shares on the date
of exercise over the option price, and Photo Control will be entitled to a
corresponding deduction. Upon a subsequent disposition of the shares, the
participant will realize short-term or long-term capital gain or loss measured
by the difference between the fair market value of the shares on the date of
exercise and the amount realized upon disposition of the shares. Photo Control
will not be entitled to any further deduction at that time.

              If an optionee elects to defer the receipt of shares upon exercise
of a non-qualified option, the optionee will not be treated as having received
taxable income in respect of such shares until the end of the deferral period.
The amount of taxable income will equal the value of the shares at the end of
such period over the exercise price, and the optionee's holding period will
commence at the end of such period. Photo Control will be entitled to a
deduction at such time and in such amount as the optionee recognizes taxable
income.

              INCENTIVE STOCK OPTIONS. An optionee who receives an incentive
stock option will not be treated as receiving taxable income upon the grant of
the option or upon the exercise of the option. However, any appreciation in
share value from the date of grant to the date of exercise will be an item of
tax preference in determining liability for the alternative minimum tax. If
stock acquired pursuant to an incentive stock option is not sold or otherwise
disposed of within two years from the date of grant of the option or within one
year after the date of exercise, any gain or loss resulting from disposition of
the stock will be treated as long-term capital gain or loss. If stock acquired
upon exercise of an incentive stock option is disposed of prior to the
expiration of such holding periods (a


                                       34
<PAGE>


"disqualifying disposition"), the optionee will realize ordinary income in the
year of such disposition in an amount equal to the excess of the fair market
value of the stock on the date of exercise over the exercise price. Any gain in
excess of that ordinary income amount generally will be capital gain. However,
under a special rule, the ordinary income realized upon a disqualifying
disposition will not exceed the amount of the optionee's gain.

              Photo Control will not be entitled to any deduction as a result of
the grant or exercise of an incentive stock option, or on a later disposition of
the stock received, except that in the event of a disqualifying disposition
Photo Control will be entitled to a deduction equal to the amount of ordinary
income realized by the optionee.

              TAX-OFFSET BONUSES. Payments made pursuant to tax-offset bonuses
will constitute ordinary income to an employee when received by the employee.
Photo Control generally will be entitled to a deduction equal to the amount of
the payment included in the employee's income.

              STOCK APPRECIATION RIGHTS. At the time of receiving a SAR, the
participant will not recognize any taxable income. Likewise, Photo Control will
not be entitled to a deduction for the SAR. Upon the exercise of a SAR, the
participant will generally recognize ordinary income in an amount equal to the
cash and/or fair market value of the shares received. If a participant receives
stock, then the amount recognized as ordinary income becomes the participant's
tax basis for determining gains or losses (taxable either as short-term or
long-term capital gain or loss, depending on whether or not the shares are held
for more than one year) on the subsequent sale of such stock. The holding period
for such shares commences as of the date ordinary income is recognized. Photo
Control will be entitled to a deduction in the amount and at a time that the
participant first recognizes ordinary income.

              RESTRICTED STOCK. The recipient of restricted stock will recognize
ordinary income equal to the excess of the fair market value of the restricted
stock at the time the restrictions lapse over the amount which the recipient
paid for the restricted stock. However, the recipient may elect, within 30 days
after the date of receipt, to report the fair market value of the stock (less
the amount paid therefor by the recipient) as ordinary income at the time of
receipt. Photo Control may deduct an amount equal to the income recognized by
the recipient at the time the recipient recognizes the income.

              The tax treatment of restricted stock that is disposed of will
depend upon whether the recipient made an election to include the net value of
the stock in income when awarded. If the recipient made such an election, any
disposition after the restrictions lapse will result in a long-term or
short-term capital gain or loss depending upon the period the restricted stock
is held. If, however, such election is made and for any reason the restrictions
imposed on the restricted stock fail to lapse, and a forfeiture results, the
individual will not be entitled to a deduction as to any such forfeiture, even
though the election will have resulted in an acceleration of taxable income. A
capital loss will be available to the extent of any amount paid for the
restricted stock. If an election is not made, disposition after the lapse of
restrictions will result in short-term or long-term capital gain or loss equal
to the difference between the amount received on disposition and the greater of
the amount paid for the stock by the recipient or its fair market value at the
date the restrictions lapsed.

              PERFORMANCE AWARDS. A participant who has been granted a
performance award will not realize taxable income at the time of the grant, and
Photo Control will not be entitled to a deduction at that time. When an award is
paid, whether in cash or shares, the participant will have ordinary income, and
Photo Control will have a corresponding deduction. The measure of such income
and deduction will be the amount of cash and the fair market value of the shares
at the time the award is paid.

              SPECIAL RULES GOVERNING PERSONS SUBJECT TO SECTION 16(B). Under
the federal tax law, special rules may apply to participants in the Plan who are
subject to the restrictions on resale of Photo Control common stock under
Section 16(b) of the Securities Exchange Act. These rules, which effectively
take into account the Section 16(b) restrictions, apply in limited circumstances
and may impact the timing and/or amount of income recognized by these persons
with respect to certain stock-based awards under the Plan.

              LIMITATIONS ON DEDUCTIBILITY. If, as a result of certain changes
in control in Photo Control, a participant's options or SARs become immediately
exercisable, or if restrictions immediately lapse on restricted stock, or if
shares covered by a performance award are immediately issued, the additional
economic value, if any, attributable to the acceleration may be deemed a
"parachute payment." The additional value will be deemed a parachute payment if


                                       35
<PAGE>


such value, when combined with the value of other payments which are deemed to
result from the change in control, equals or exceeds a threshold amount equal to
300 percent of the participant's average annual taxable compensation over the
five calendar years preceding the year in which the change in control occurs. In
such case, the excess of the total parachute payments over such participant's
average annual taxable compensation will be subject to a 20 percent
non-deductible excise tax in addition to any income tax payable. Photo Control
will not be entitled to a deduction for that portion of any parachute payment
that is subject to the excise tax.

              The amount which may be deducted by Photo Control with respect to
compensation paid to the chief executive officer and certain other highly
compensated executives is limited to $1 million per tax year for each
individual. However, certain awards under the Plan may be exempt from the $1
million limit because of a "performance-based" exception.

              STOCK PAYMENTS. A participant who receives a stock payment in lieu
of a cash payment that would otherwise have been made will be taxed as if the
cash payment has been received and Photo Control will have a deduction in the
same amount.

REGISTRATION WITH THE SEC

           Photo Control intends to file a registration statement covering the
shares authorized under the Plan with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 as soon as practicable after shareholder
approval. The foregoing summary of the Plan does not purport to be complete and
is qualified in its entirety by reference to the Plan itself. The full text of
the Plan will be provided to any shareholder who desires a copy, upon written
request to Photo Control, Inc., Attention: Secretary, 4800 Quebec Avenue North,
Minneapolis, Minnesota 55428.

VOTING INFORMATION

           Approval of this Proposal No. 6 requires the affirmative vote of the
holders of a greater of (a) a majority of Photo Control common stock present at
the Photo Control special meeting, either in person or by proxy, and entitled to
vote on that proposal or (b) the majority of the minimum number of shares of
common stock which would constitute a quorum for transacting business at the
Photo Control special meeting.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
            PROPOSAL NO. 6: APPROVAL OF THE PHOTO CONTROL CORPORATION
                           2004 STOCK INCENTIVE PLAN

                          PHOTO CONTROL PROPOSAL NO. 7
                       SETTING NUMBER OF DIRECTORS AT SIX

           Photo Control's bylaws provide that at each annual meeting the
shareholders are to determine the number of directors for the ensuing year. The
number cannot be less than three or more than six. The bylaws of the company
also provide for three classes of directors with terms staggered so as to
require the election of only one class of directors each year. Currently there
are six members of the board of directors. The term of two current directors
belonging to Class I end with the special meeting. Photo Control's board of
directors recommends that the number of directors of the Company be set at six.

VOTING INFORMATION

           Approval of this Proposal No. 7 requires the affirmative vote of the
holders of a greater of (a) a majority of Photo Control common stock present at
the special meeting, either in person or by proxy, and entitled to vote on that
proposal or (b) the majority of the minimum number of shares of common stock
which would constitute a quorum for transacting business at the Photo Control
special meeting.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
         PROPOSAL NO. 7: APPROVAL OF SETTING NUMBER OF DIRECTORS AT SIX


                                       36
<PAGE>


                          PHOTO CONTROL PROPOSAL NO. 8
                              ELECTION OF DIRECTORS

           The Class I directors are standing for election at this shareholder
meeting. Curtis R. Jackels resigned as a Class I director effective June 1,
2004, creating a vacancy. The board of directors nominates Richard P. Kiphart
for re-election as a Class I director, and will keep the other Class I director
seat vacant, with the intent of appointing a director to fill it after the
meeting and prior to the completion of the merger.

           If elected, Mr. Kiphart will serve for a three-year term as a Class I
director of the board of directors until his successor is elected and qualified.
Information about Mr. Kiphart can be found on page __ of this document. If prior
to the meeting of shareholders it should become known to the board of directors
that Mr. Kiphart will be unable to serve after the meeting as a director by
reason of death, incapacity or other unexpected occurrence, the proxies will be
voted for such substitute nominee as is selected by the board. Alternately, the
proxies may, at the discretion of the board of directors, not be voted as a
result of death, incapacity, or other unexpected occurrence.

VOTING INFORMATION

           Approval of this Proposal No. 8 requires the affirmative vote of the
holders of a greater of (a) a majority of Photo Control common stock present at
the special meeting, either in person or by proxy, and entitled to vote on that
proposal or (b) the majority of the minimum number of shares of common stock
which would constitute a quorum for transacting business at the Photo Control
special meeting.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
                    RICHARD P. KIPHART AS A CLASS I DIRECTOR

                          PHOTO CONTROL PROPOSAL NO. 9
                                 THE ADJOURNMENT

           The Photo Control special meeting may be adjourned or postponed to
another time or place for the purpose of, among other things, permitting
dissemination of information regarding material developments relating to the
transaction or permitting further solicitation of proxies by Photo Control's
board of directors in favor of Proposal Nos. 1, 2, 3, 4, 5, 6, 7 and 8.

VOTING INFORMATION

           If such a motion to adjourn is made, approval of this Proposal No. 9
requires the affirmative vote of the holders of a greater of (a) a majority of
Photo Control common stock present at the Photo Control special meeting, either
in person or by proxy, and entitled to vote on that proposal or (b) the majority
of the minimum number of shares of common stock which would constitute a quorum
for transacting business at the Photo Control special meeting.

     THE BOARD OF DIRECTORS RECOMMENDS PHOTO CONTROL SHAREHOLDERS VOTE "FOR"
                 THE APPROVAL OF PROPOSAL NO. 9: THE ADJOURNMENT

NATURE VISION'S SPECIAL MEETING

DATE, TIME AND PLACE OF THE SPECIAL MEETING; MATTERS TO BE CONSIDERED

           The enclosed proxy is solicited by the board of directors of Nature
Vision for use at the special meeting of shareholders to be held on _________,
_____________, 2004 at __:__ _.m., Minnesota time, at _____________,
__________________, ____________, ____________, and at any adjournment or
postponements of the meeting. This joint proxy statement/prospectus and the
accompanying form of proxy were first mailed to shareholders of Nature Vision on
or about __________________, 2004.


                                       37
<PAGE>


           At the Nature Vision special meeting, shareholders of Nature Vision
will vote on a proposal to approve the merger agreement and plan of
reorganization dated April 15, 2004, by and among Nature Vision, Inc., Photo
Control Corporation, PC Acquisition, Inc., Jeffrey P. Zernov (as shareholders'
representative) and certain Nature Vision shareholders. If necessary,
shareholders of Nature Vision will vote to adjourn or postpone the meeting to a
later time to permit, among other things, further solicitation of proxies in
order to establish a quorum or to obtain additional votes in favor of the
foregoing proposal.

           THE NATURE VISION BOARD OF DIRECTORS HAS APPROVED THE MERGER
AGREEMENT AND PLAN OF REORGANIZATION AND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF NATURE VISION VOTE "FOR" EACH OF THE PROPOSALS BEING PRESENTED
TO THEM.

RECORD DATE FOR THE SPECIAL MEETING

           Only Nature Vision shareholders of record at the close of business on
___________, 2004 are entitled to vote at the special meeting. As of April 30,
2004, there were outstanding 3,076,500 of Nature Vision's common shares.

QUORUM; VOTE REQUIRED FOR APPROVAL OF PROPOSALS

           Each holder of common shares is entitled to one vote for each share
held. A quorum, consisting of a majority of common shares entitled to vote at
the special meeting, must be present in person or by proxy before action may be
taken at the special meeting.

           The affirmative vote of the holders of a majority of the outstanding
Nature Vision common shares is required to approve merger agreement and plan of
reorganization under the Minnesota Business Corporation Act. The merger
agreement provides that as a condition to Photo Control's obligation to close
the merger, which Photo Control may waive, holders of 98% of the outstanding
Nature Vision common shares must approve the merger. The affirmative vote of the
holders of a majority of the Nature Vision common shares present and entitled to
vote at the special meeting, whether or not a quorum is present, is required to
adjourn the meeting.

           On April 30, 2004 (without reflecting any currently exercisable
options), directors and officers of Nature Vision, and their affiliates, owned
and were entitled to vote 2,090,000 Nature Vision common shares. These shares
represented approximately 68% of the outstanding Nature Vision common shares.

SOLICITATION OF PROXIES AND REVOCATION OF PROXIES

           The costs and expenses of solicitation of Nature Vision proxies will
be paid by Nature Vision. In addition to the use of the mails, proxies may be
solicited by directors, officers and regular employees of Nature Vision
personally or by telephone, but such persons will not be specifically
compensated for such services.

           Any shareholder giving a proxy in this form may revoke it before it
is exercised by submitting a new proxy bearing a date later than any prior proxy
or by giving notice of revocation to Nature Vision in writing, in a verifiable
communication, or at the special meeting. The presence at the special meeting of
the person appointing a proxy does not, by itself, revoke the appointment. All
shares represented by timely, valid and unrevoked proxies will be voted at the
special meeting in accordance with the specifications indicated thereon. If no
specification is indicated on a proxy, the proxy will be voted in favor of each
proposal.

HOW PROXIES WILL BE VOTED

           ___________ and _______________ have been named as proxies in the
Nature Vision proxy. Shares represented by a proxy will be voted at the special
meeting as specified in the proxy. Properly executed proxies that do not contain
voting instructions will be voted "FOR" the approval of the merger agreement and
plan of reorganization. If you submit a proxy that indicates an abstention from
voting, your shares will be counted as present for purposes of determining the
existence of a quorum, but they will not be voted on the proposal. Broker


                                       38
<PAGE>


non-votes will have the effect of votes against the proposal to approve the
merger and will not affect any other proposal presented to the shareholders.

           The proxies will be entitled to vote in their discretion on any other
matters that may properly come before the meeting.

                          NATURE VISION PROPOSAL NO. 1
           APPROVAL OF THE MERGER AGREEMENT AND PLAN OF REORGANIZATION

APPROVAL OF THE MERGER AGREEMENT

           At the special meeting, the Nature Vision shareholders will be asked
to approve the merger agreement and plan of reorganization, the proposed merger
and the other transactions contemplated by the merger agreement. Shareholder
approval of the merger agreement and plan of reorganization, the proposed merger
and the other transactions contemplated by the merger agreement and plan of
reorganization is a condition to both Photo Control's and Nature Vision's
obligation to consummate the merger, which condition may not be waived by the
parties. For a detailed discussion of the reasons for, background of, and effect
of the merger and the merger agreement, see "The Merger" beginning on page ____
and "Description of the Merger Agreement and Plan of Reorganization" beginning
on page ___.

           Nature Vision shareholders are entitled under the Minnesota Business
Corporation Act to exercise dissenters' rights in connection with the merger if
they do not vote in favor of the merger agreement and plan of reorganization,
the proposed merger and the other transactions contemplated by the merger
agreement and plan of reorganization and if they take certain other steps to
perfect their dissenters' rights. For more information, see "Summary of Rights
of Dissenting Shareholders of Nature Vision" beginning on page __.

EFFECT OF FAILURE TO OBTAIN SHAREHOLDER APPROVAL

           If Nature Vision does not obtain the approval of its shareholders of
this Proposal No. 1, it will be in violation of the conditions to the
consummation of the merger. As a result, either Photo Control or Nature Vision
may refuse to proceed with the transaction and terminate the merger agreement
and plan of reorganization.

VOTING INFORMATION

           Approval of the merger agreement and plan of reorganization, the
proposed merger and the other transactions contemplated by the merger agreement
and plan of reorganization requires the affirmative vote of a least a majority
of the outstanding shares of Nature Vision's common stock under the Minnesota
Business Corporation Act. The merger agreement provides that as a condition to
Photo Control's obligation to close the merger, which Photo Control may waive,
holders of 98% of the outstanding Nature Vision common shares must approve the
merger.

     THE BOARD OF DIRECTORS RECOMMENDS NATURE VISION SHAREHOLDERS VOTE "FOR"
                PROPOSAL NO. 1: APPROVAL OF THE MERGER AGREEMENT
                           AND PLAN OF REORGANIZATION

                          NATURE VISION PROPOSAL NO. 2
                                 THE ADJOURNMENT

           The Nature Vision special meeting may be adjourned or postponed to
another time or place for the purpose of, among other things, permitting
dissemination of information regarding material developments relating to the
transaction, or permitting further solicitation of proxies by Nature Vision's
board of directors in favor of Proposal No. 1.


                                       39
<PAGE>


VOTING INFORMATION

           If a motion to adjourn is made, approval of this Proposal No. 2
requires the affirmative vote of the holders of a majority of the Nature Vision
common shares present and entitled to vote at the special meeting, whether or
not a quorum is present.

     THE BOARD OF DIRECTORS RECOMMENDS NATURE VISION SHAREHOLDERS VOTE "FOR"
                 THE APPROVAL OF PROPOSAL NO. 2: THE ADJOURNMENT

                                   THE MERGER

BACKGROUND OF THE MERGER

           In September of 2003, Photo Control retained Quazar Capital
Corporation ("Quazar") to identify, locate and negotiate the purchase of a
business or businesses that would help Photo Control meet one or more of their
strategic objectives. Quazar assisted Photo Control with the purchase of assets
from Vaddio, LLC, which transaction closed in January 2004.

           In late September a representative of Quazar contacted Jeffrey P.
Zernov, the President of Nature Vision, Inc., to explore the possibility of a
strategic fit for a Quazar client. At this time Mr. Zernov was unaware that the
potential suitor was Photo Control.

           On September 30, 2003, Quazar obtained a signed confidentiality
agreement from Nature Vision. Shortly thereafter an initial meeting was
scheduled for October 7, 2003, to determine if there was a mutual interest in
pursuing a transaction.

           On October 7, 2003, a meeting was held at Nature Vision's
headquarters in Brainerd, Minnesota. Present from Photo Control were John R.
Helmen, Chairman of the Board, Curtis R. Jackels, President and Brent Peterson,
Director of Engineering. Representing Nature Vision were Mr. Zernov, President,
and Mike Day, Chief Financial Officer. A representative of Quazar was also
present. The parties agreed that there was enough potential synergy for both
parties to continue discussions. The parties discussed the need to learn more
about each other's company, including the need for a tour of Nature Vision's
third party contract manufacturing operation in Hector, MN.

           On October 27, 2003, three representatives of Photo Control traveled
to Hector, MN and toured the facilities to better understand the production of
Nature Vision's primary product line.

           On October 29, 2003, the management of Photo Control, through Quazar,
requested brochures and preliminary financial information from Nature Vision.

           On November 5, 2003, a representative of Quazar participated in a
discussion with the management of Photo Control as to the strategic fit of
Nature Vision. It was decided that additional review was necessary before a
decision could be made.

           On November 6, 2003, a representative of Quazar contacted the Chief
Financial Officer of Nature Vision and requested more detailed information
regarding manufacturing costs, sales history, new product launches, ownership
and miscellaneous other items of interest. This information was obtained and
discussed with the management of Photo Control. A decision was made to prepare
and distribute packets of information for the members of Photo Control's Board
of Directors. The packets were sent out prior to the November 13, 2003 board
meeting.

           On November 13, 2003, Quazar met with Photo Control's Board of
Directors and presented an overview of three potential transactions, one of
which was Nature Vision. The Board authorized Quazar to continue pursuing all
three candidates. Mr. Jackels and Mr. Scott Meyers, a Photo Control director,
were appointed to work with Quazar to evaluate these transactions.


                                       40
<PAGE>


           On December 4, 2003, a meeting was held with Mr. Zernov at Photo
Control headquarters. Present were a representative of Quazar and several of the
senior management and Board members of Photo Control. Mr. Zernov introduced the
group to the entire product line of Nature Vision. The parties discussed Nature
Vision's goals and objectives.

           On December 5, 2003, Nature Vision's management requested information
regarding Photo Control's product lines and financial condition. In return,
Photo Control requested additional updated information from Nature Vision.

           Over the period of December 10-12, 2003, Quazar received from Nature
Vision and forwarded to Photo Control detailed financial information, including
internally prepared September 30, 2003, financial statements, cash flow
information and projections for year-ends 2003, 2004, and 2005. After discussion
among Photo Control Management and Scott Meyers, the Board's representative, a
decision was made to proceed with a verbal proposal to the management of Nature
Vision. General terms of the proposal included the purchase of Nature Vision for
$2.0 million in cash and $2.0 million of Photo Control stock.

           On December 17, 2003, Quazar and the management of Photo Control held
a phone conversation with Mr. Zernov discussing Photo Control's proposal.

           On December 22, 2003, Photo Control received a faxed copy of a letter
stating that the Board of Directors of Nature Vision would not entertain any
offers at that time.

           On December 30, 2003, the management of Photo Control instructed
Quazar to notify Nature Vision of a continued interest in trying to put together
a transaction that would be acceptable to both parties. Quazar communicated the
message to Nature Vision.

           On January 8, 2004, several members of Photo Control's Board of
Directors reviewed with a representative of Quazar the status of the Nature
Vision transaction. Quazar was instructed to make an overture to the management
of Nature Vision to see what level of interest remained in pursuing a
transaction. If there was an interest, Quazar was to request current financial
information on Nature Vision.

           On January 9, 2004, management of Nature Vision indicated a desire
for a proposal from Photo Control. Quazar requested and received current
financial information from Nature Vision. The management of Nature Vision stated
that the terms of the transaction must include the Nature Vision shareholders
obtaining a majority stock position in Photo Control and control of the Photo
Control Board of Directors.

           On January 12, 2004, the management of Photo Control met with
representatives of Quazar and Gray, Plant, Mooty, Mooty and Bennett, P.A.,
counsel to Photo Control ("Gray Plant"), to discuss potential structures for a
transaction.

           On January 16, 2004, the Board of Directors of Photo Control held a
conference call and discussed the merits of a transaction with Nature Vision and
what would be in the best interests of the shareholders of Photo Control. The
Board discussed the positives and negatives of giving up Board control to Nature
Vision. A decision was made to proceed with negotiations. A letter of intent was
sent to Nature Vision providing for (i) the issuance of 2.0 million Photo
Control shares in exchange for all the outstanding shares of Nature Vision,
reduced for any shares to be issued on assumption of Nature Vision options and
warrants, and (ii) that Nature Vision shareholders would be entitled to control
the Photo Control Board upon clearing of the transaction.

           On January 20, 2004, Quazar was notified by the management of Nature
Vision of its desire to have both parties' legal counsel draft a nonbinding Term
Sheet for review. The terms and conditions of this agreement would spell out in
detail both parties' understanding of an acceptable transaction.

           On January 22, 2004, Mr. Zernov met with Richard P. Kiphart, a Photo
Control director, in Chicago at Mr. Kiphart's offices to discuss the proposed
transaction and the potential opportunities for the combined companies.


                                       41
<PAGE>


           On January 23, 2004, a representative of Quazar met with the
management of Photo Control to outline terms and conditions for legal counsel to
proceed. These terms were conveyed to Photo Control's legal counsel, Gray Plant.

           On January 29, 2004, Mr. Zernov, Anthony Capra and Dean Capra met
with the Photo Control management and a representative of Quazar at Photo
Control's location to discuss Photo Control's business operations and various
issues relating to combining the companies.

           On February 3, 2004, the management of Nature Vision contacted Quazar
and conveyed their concern that Photo Control's stock prices had fallen to
$2.17. Quazar communicated this concern to Photo Control's management.

           On February 5, 2004, the Photo Control Board of Directors met for a
regularly scheduled meeting at the company's headquarters. Quazar's
representative discussed the terms of the proposed transaction with Nature
Vision and background information regarding Nature Vision. Quazar's research
activities for acquisition targets, which had begun in October 2003 was
discussed . A representative of Gray Plant, advised the Board regarding the
process, timing and structure of a possible transaction with Nature Vision. A
committee consisting of Mr. Helmen, Mr. Jackels, and Mr. Meyers was appointed to
pursue the merger with Nature Vision.

           On February 10, 2004, Mr. Zernov contacted a representative of Quazar
with several concerns to be discussed with the management of Photo Control. The
main issues were regarding the number of shares of stock needed to meet price
expectations, mechanisms for adjustments and escrow concerns. These concerns
were conveyed and discussed with the management of Photo Control.

           On February 11, 2004, a representative of Quazar clarified open
issues and concerns with the management of Nature Vision. The information was
forwarded to the management of Photo Control.

           On February 12, 2004, a phone conference was held with the management
of Nature Vision, a representative of Quazar and the management of Photo Control
to discuss specific legal issues involved with completing a transaction with a
public company.

           On February 26, 2004, a conference call with Mr. Jackels, Mr. Zernov,
and a representative of Quazar was held to review the term sheet. The parties
agreed to proceed to the drafting of a definitive merger agreement. A meeting
was set for March 9, 2004, to exchange due diligence information.

           Representatives of Photo Control and Nature Vision signed a letter
agreement dated February 26, 2004, providing that Nature Vision will not
negotiate with any other party for a period of 90 days, both parties will
maintain confidentiality of the information exchanged and Photo Control will not
engage in a business that directly competes with Nature Vision's existing
product line for a period of two years.

           On March 4, 2004, Mr. Zernov met at Photo Control headquarters with
representatives of Photo Control's Vaddio division to learn more about the
operations of that division.

           On March 9, 2004, Mr. Jackels and a representative of Quazar met with
Nature Vision's management at Nature Vision headquarters. A preliminary due
diligence discussion regarding each of the parties was conducted and due
diligence documents were exchanged.

           On March 18, 2004, a telephone conference was held among Mr. Jackels,
Mr. Zernov, and a representative of Quazar to discuss Photo Control's current
financial condition.

           On March 19, 2004, Mr. Zernov expressed to Mr. Jackels and to a
representative of Quazar his concern as to Photo Control's projected cash
position at closing. Mr. Zernov stated that Nature Vision would require specific
financial warranties as to cash and shareholders' equity as of the closing in
order to proceed with the transaction.


                                       42
<PAGE>


           On March 23, 2004, the Photo Control Board of Directors held a
meeting by conference call to discuss the terms of the merger and Nature
Vision's concerns over the amount of cash and shareholders' equity Photo Control
would have at the time of closing of the transaction. At the meeting, Mr.
Kiphart offered to invest an additional $1 million into Photo Control to satisfy
the cash and equity shortfall and Mr. Jackels offered to revise his retention
agreement to spread his retirement payment out over fifteen years. The Board
instructed Mr. Jackels and Quazar to prepare a proposal for consideration by the
Board to address Nature Vision's concerns.

           On March 25, 2004, Mr. Zernov participated from a business trip in
the Orient in a conference call with a representative of Quazar and Mr. Jackels.
Mr. Jackels expressed Photo Control's willingness to increase the offer to a
total of 2,200,000 shares and stated that Mr. Kiphart was willing to invest $1
million in the purchase of shares and to provide a voting trust for such
purchased shares to a representative of Nature Vision. In addition, Mr. Jackels
described his willingness to defer his retirement payments. The parties agreed
on the need to finalize the agreement as quickly as possible. The parties agreed
to meet face to face on March 31, 2004.

           Effective March 29, 2004, Photo Control engaged Goldsmith Agio, Helms
Securities, Inc. ("GAHS") to provide the Photo Control Board with a fairness
opinion.

           On March 31, 2004, Mr. Jackels and Mr. Zernov and a representative of
Quazar met in St. Cloud, Minnesota. The parties confirmed the increase in Photo
Control's offer to 2.2 million shares, and discussed how Mr. Kiphart's
investment will affect the voting control of the Nature Vision shareholders. The
parties also discussed the financial operations of both companies and the need
to finalize the merger agreement by mid-April.

           On April 9, 2004, a conference call was held among representatives of
Photo Control and Nature Vision, their legal counsel and a representative of
Quazar to discuss Nature Vision's comments to the most recent draft of the
merger agreement.

           Over the period from April 9, 2004, through April 12, 2004, drafts of
the merger agreement, exhibits and schedules were circulated among the parties.

           On April 13, 2004, the Photo Control Board received a substantially
final form of merger agreement and attachments, and additional financial
information regarding Nature Vision and Photo Control.

           On April 13, 2004, the Nature Vision Board of Directors approved the
transaction.

           On April 14, 2004, the Photo Control Board of Directors met at its
headquarters to discuss and approve the merger. Representatives of GAHS, gave an
oral presentation to the Board, that in its opinion, the proposed transaction
was fair, from a financial point of view, to the existing Photo Control
shareholders. The directors questioned the GAHS representatives as to their
analysis underlying the opinion. A representative of Gray Plant reviewed the
terms of the proposed transaction. Members of the Board had a thorough
discussion about the risks and the benefits of the transaction and how the
transaction would benefit the interests of the existing Photo Control
shareholders. The entire Board unanimously approved the merger agreement and
authorized Mr. Jackels or any other officer of the company to execute the
agreement and related documents. The Board also unanimously recommended that
Photo Control shareholders approve the transaction. In accordance with the
NASDAQ Corporate Governance requirements, the audit committee, consisting of
James R. Loomis and Scott Meyers, and with Mr. Kiphart abstaining, approved the
terms for the sale of $1 million of Photo Control shares to Mr. Kiphart,
contingent upon shareholder approval and closing of the merger.

           On April 15, 2004, the parties executed the merger agreement and
publicly announced the transaction.

PHOTO CONTROL'S REASONS FOR THE TRANSACTION

           Photo Control's board of directors has determined that the terms of
the merger and the merger agreement and plan of reorganization are in the best
interests of Photo Control and its shareholders. Among the information and
factors that the Photo Control board of directors considered in its
deliberations were the following:


                                       43
<PAGE>


           o          historical information concerning Photo Control's and
                      Nature Vision's respective businesses, prospects,
                      financial performance and conditions, operations,
                      technology, management and competitive positions;

           o          management's view of the financial condition, results of
                      operations and businesses of Photo Control and Nature
                      Vision before and after giving effect to the transaction;

           o          the belief that the terms of the merger agreement,
                      including the parties' representations, warranties and
                      covenants and the conditions to their respective
                      obligations, were reasonable;

           o          the fact that the acquisition would enable Photo Control
                      to diversify;

           o          the fact that Nature Vision has an intellectual property
                      portfolio covering some of its products;

           o          the fact that Nature Vision has a strong management team;

           o          the fact that Nature Vision, like Photo Control, has a
                      business history of developing proprietary products and
                      marketing those products;

           o          the opportunity for Photo Control shareholders to
                      participate in the potential for greater growth,
                      operational efficiencies, financial strength, and earning
                      power of the combined company after the transaction;

           o          the advantages that might be expected to accrue to the
                      combined company through the creation of a larger customer
                      base, a higher market profile, greater financial strength,
                      and broader customer offerings, which could enhance the
                      ability of the combined company to compete in the
                      marketplace;

           o          the potential synergies that may be realized by both Photo
                      Control and Nature Vision products produced through common
                      manufacturing processes and distribution of both products
                      in a common facility;

           o          reports from management, legal and financial advisors as
                      to the results of their due diligence investigation of
                      Nature Vision;

           o          the consideration by Photo Control of other strategic
                      alternatives;

           o          the fact that the combined company will have a greater
                      "critical mass" and is expected to be a more attractive
                      stock, resulting in general liquidity and analyst
                      coverage;

           o          the fact that Photo Control's opportunities to
                      significantly increase its revenue and profitability
                      internally were limited and that an acquisition presented
                      the best opportunity for Photo Control to achieve
                      significant growth in sales and income;

           o          the fact that Photo Control will pay the purchase price in
                      Photo Control common stock;

           o          the oral representations by GAHS on April 14, 2004,
                      provided to the Photo Control board of directors (which
                      was followed by its written opinion dated as of April 14,
                      2004) to the effect that, as of that date and based upon
                      and subject to the assumptions and other matters described
                      in the opinion, the purchase price to be paid by Photo
                      Control for Nature Vision's outstanding common shares
                      pursuant to the merger agreement and plan of
                      reorganization is fair from a financial point of view to
                      the existing shareholders of Photo Control; and

           o          the fact that the shareholders of Photo Control will have
                      the opportunity to vote upon the issuance of the shares of
                      Photo Control common stock in connection with the
                      transactions.


                                       44
<PAGE>


           In addition, the Photo Control board of directors also identified and
considered a variety of potentially negative factors in its deliberations
concerning the transaction, including:

           o          the risk that the potential benefits sought in the
                      transaction might not be fully or immediately realized;

           o          the fact that the transaction might not be completed or
                      that completion might be unduly delayed;

           o          the significant costs to be incurred in connection with
                      the transaction, including costs of integrating the two
                      companies; and

           o          risks associated with the transactions and the businesses
                      of Nature Vision and the combined company described in the
                      section entitled "Risk Factors" beginning on page __ of
                      this proxy statement/prospectus.

           The Photo Control board of directors concluded, however, that these
negative factors could be managed or mitigated by Photo Control or by the
combined company or were unlikely to have a material impact on the merger and
that, overall, the potentially negative factors associated with the merger were
outweighed by the potential benefits of the merger.

           The above discussion of the material factors considered by the Photo
Control board of directors is not intended to be exhaustive, but does set forth
the principal factors considered by the Photo Control board of directors. The
Photo Control board of directors collectively reached the unanimous conclusion
to approve the merger in light of the various factors described above and other
factors that each member of the Photo Control board of directors felt was
appropriate. In view of the wide variety of factors considered by the Photo
Control board of directors in connection with its evaluation of the merger and
the complexity of these matters, the Photo Control board of directors did not
consider it practical, and did not attempt, to quantify rank or otherwise assign
relative weights to the specific factors it considered in reaching its decision.
Rather, the Photo Control board of directors made its recommendation based on
the totality of information presented to and the investigation conducted by it.
In considering the factors discussed above, individual directors may have given
different weights to different factors.

RECOMMENDATION OF THE PHOTO CONTROL BOARD OF DIRECTORS

           The Photo Control board of directors believes that the transactions
contemplated by the merger agreement and plan of reorganization are fair to and
in the best interests of Photo Control and the holders of Photo Control common
stock and unanimously recommends that shareholders of Photo Control vote in
favor of the issuance of shares.

           In considering the recommendation of Photo Control's board of
directors, you should be aware that some directors and executive officers of
Photo Control have interests in the merger that are different from, and in
addition to, the interests of Photo Control shareholders generally. These
interests are discussed in more detail in the section entitled "Interests of
Certain Persons in the Merger."

NATURE VISION'S REASONS FOR THE TRANSACTION

           Nature Vision's board of directors has determined that the terms of
the merger and the merger agreement and plan of reorganization are in the best
interests of Nature Vision and its shareholders. Among the information and
factors that the Nature Vision board of directors considered in its
deliberations were the following:

           o          Nature Vision shareholders will receive publicly traded
                      securities in connection with the merger;

           o          the combined company will have the ability to use
                      publicly-traded securities as consideration in connection
                      with future mergers and acquisitions;

           o          the financial condition, results of operations, and
                      businesses of Nature Vision and Photo Control before and
                      after giving effect to the transaction;


                                       45
<PAGE>


           o          the near- and long-term prospects of Nature Vision as an
                      independent company and of the combined company;

           o          the opportunity for Nature Vision shareholders to
                      participate in the potential for greater growth,
                      operational efficiencies, financial strength, and earning
                      power of the combined company after the transaction;

           o          the advantages that might be expected to accrue to the
                      combined company through the creation of a larger customer
                      base, a higher market profile, greater financial strength,
                      and broader customer offerings, which could enhance the
                      ability of the combined company to compete in the
                      marketplace; and

           o          the potential synergies that may be realized by having
                      both of Nature Vision's and Photo Control's products
                      produced through common manufacturing processes and
                      distributed from a common facility.

           Nature Vision's board of directors also considered potentially
negative factors relating to the merger, including:

           o          the risk that there will not be synergistic benefits as a
                      result of the combined companies, but instead problems
                      will exist with regards to integrating operations,
                      employees and customers;

           o          the possibility of a decline in the value of the common
                      shares of the combined company;

           o          costs of being a publicly traded company, including
                      increased legal and accounting fees;

           o          compliance with Nasdaq and SEC/Sarbanes-Oxley regulations;

           o          accountability to public shareholders for short-term
                      operating results and stock performance; and

           o          risks associated with the transactions and the businesses
                      of Photo Control and the combined company described in the
                      section entitled "Risk Factors" beginning on page __ of
                      this proxy statement/prospectus.

           The foregoing discussion of the information and factors considered by
Nature Vision's board of directors is not intended to be exhaustive but is
believed to include all material factors considered by the board. There can be
no assurance that the strategic goals of the merger will be achieved. See "Risk
Factors" for a description of risks relating to the merger and the companies.

RECOMMENDATION OF THE NATURE VISION BOARD OF DIRECTORS

           In view of the wide variety of information and factors, both positive
and negative, considered by Nature Vision's board of directors, the board of
directors did not find it practical to, and did not, quantify or otherwise
assign relative or specific weights to the foregoing factors. After taking into
consideration all of the factors, the board determined that the merger and the
merger agreement and plan of reorganization are in the best interests of Nature
Vision and its shareholders and that Nature Vision should enter into the merger
agreement and plan of reorganization and complete the transaction.

           In considering the recommendation of Nature Vision's board of
directors, you should be aware that some directors and executive officers of
Nature Vision have interests in the merger that are different from, and in
addition to, the interests of Nature Vision shareholders generally. These
interests are discussed in more detail in the section entitled "Interests of
Certain Persons in the Merger."


                                       46
<PAGE>


OPINION OF GOLDSMITH, AGIO, HELMS SECURITIES, INC.

           Photo Control and Goldsmith, Agio, Helms Securities, Inc. (GAHS)
entered into an engagement letter dated as of March 29, 2004, pursuant to which
Photo Control retained GAHS to furnish financial advisory services with respect
to the proposed transaction between Photo Control and Nature Vision and to
render an opinion to the board of directors of Photo Control as to the fairness,
from a financial point of view, to the existing shareholders of Photo Control of
the consideration to be paid by Photo Control in exchange for all of the shares
of stock in Nature Vision. GAHS was selected by the Photo Control board of
directors to render an opinion because GAHS is a nationally recognized
investment banking firm and because, as part of its investment banking business,
GAHS is continually engaged in the valuation of businesses and their securities
in connection with mergers and acquisitions, private placements, and appraisals
for corporate and other purposes.

           On April 14, 2004, GAHS provided to Photo Control's board of
directors its written opinion to the effect that, as of that date and based upon
and subject to the assumptions and other matters described in its opinion, the
purchase price to be paid by Photo Control for the common stock of Nature Vision
pursuant to the merger agreement and plan of reorganization is fair, from a
financial point of view, to the existing shareholders of Photo Control. The GAHS
opinion is addressed to the board of directors of Photo Control, is directed
only to the financial terms of the merger agreement and plan of reorganization,
and does not constitute a recommendation to any Photo Control shareholder as to
how that shareholder should vote on, or take any other action relating to, the
transaction. The amount and form of consideration to be paid in the transaction
was determined through arm's-length negotiations between Photo Control and
Nature Vision and not by GAHS. GAHS expressed no opinion as to what the value of
Photo Control common stock will be when issued to the shareholders of Nature
Vision pursuant to the merger agreement and plan or reorganization or the prices
at which the Photo Control common stock will actually trade at any time. In
addition, GAHS was not asked to consider, and the GAHS opinion does not address,
Photo Control's underlying business decision to engage in the transaction, the
relative merits of the transaction as compared to other business strategies that
might exist for Photo Control, or the effect of any other transaction in which
Photo Control might engage. GAHS expressed no opinion or recommendation as to
whether or not shareholders of Nature Vision should vote in favor of the
transaction.

           The complete text of the GAHS opinion, which sets forth the
assumptions made, matters considered, limitations on, and scope of the review
undertaken by GAHS, is attached to this proxy statement/prospectus statement in
Annex D and is incorporated herein by reference. The summary of the GAHS opinion
set forth in this proxy statement/prospectus is qualified in its entirety by
reference to the GAHS opinion. Photo Control shareholders are urged to read the
GAHS opinion carefully and in its entirety for a description of the procedures
followed, the factors considered, and the assumptions made by GAHS.

           In arriving at its opinion, GAHS reviewed and considered such
financial and other matters as it deemed relevant, including, among other
things:

           o          draft revisions of the merger agreement and plan of
                      reorganization, the last iteration of which was received
                      on April 12, 2004;

           o          publicly available information concerning Photo Control
                      and Nature Vision and other relevant financial and
                      operating data of Photo Control and Nature Vision
                      furnished to GAHS by Photo Control and Nature Vision;

           o          the historical stock prices and trading volumes of Photo
                      Control common stock;

           o          discussions with members of management of Photo Control
                      and Nature Vision concerning their current and future
                      business prospects and joint prospects for the combined
                      company, including the potential costs savings and other
                      synergies that may be achieved by the combined company;

           o          financial projections prepared by the respective
                      managements of Photo Control and Nature Vision;


                                       47
<PAGE>


           o          the valuation multiples of other publicly traded companies
                      that were deemed generally comparable to Photo Control and
                      Nature Vision; and

           o          the financial terms of other business combinations that
                      were deemed generally relevant, and such other studies,
                      analyses, inquiries, and investigations as GAHS deemed
                      appropriate.

           In conducting its review and arriving at its opinion, GAHS, with
Photo Control's consent, assumed and relied, without independent investigation,
upon the accuracy and completeness of all financial and other information
provided to it by Photo Control and Nature Vision, respectively, or that was
publicly available. GAHS did not undertake any responsibility for the accuracy,
completeness, or reasonableness of, or independently verify, this information.
GAHS further relied upon the assurance of the management of Photo Control and
Nature Vision that they were unaware of any facts that would make the
information provided to GAHS incomplete or misleading in any respect. GAHS, with
Photo Control's consent, assumed that the projections and the description of the
expected synergies that GAHS examined were reasonably prepared by the
managements of Photo Control and Nature Vision on bases reflecting the best
currently available estimates and good faith judgments of such managements as to
the future performance of Photo Control and Nature Vision and that such
projections, and the combined company projections and description of expected
synergies considered by GAHS, provide a reasonable basis for its opinion.

           GAHS did not make or obtain any independent evaluations, valuations,
or appraisals of the assets or liabilities of Photo Control or Nature Vision,
nor was GAHS furnished with these materials. With respect to all legal matters
relating to Photo Control, GAHS relied on the advice of legal counsel to Photo
Control; however, Photo Control's counsel was not asked to, nor did it, provide
any legal advice to GAHS. GAHS' services to Photo Control in connection with the
transaction were comprised of rendering an opinion, from a financial point of
view, of the purchase price of Nature Vision's common stock being acquired
pursuant to the merger agreement and plan of reorganization. GAHS' opinion was
necessarily based upon economic and market conditions and other circumstances as
they existed and could be evaluated by GAHS on the date of its opinion. It
should be understood that although subsequent developments may affect its
opinion, GAHS does not have any obligation to update, revise, or reaffirm its
opinion and GAHS expressly disclaims any responsibility to do so.

           In rendering its opinion, GAHS assumed, in all respects material to
its analysis, that the representations and warranties of each party contained in
the merger agreement and plan of reorganization are true and correct, that each
party will perform all of the covenants and agreements required to be performed
by it under the merger agreement and plan of reorganization, and that all
conditions to the consummation of the transaction will be satisfied without any
material waiver thereof. GAHS assumed that the final form of the merger
agreement and plan of reorganization would be substantially similar to the last
draft received by GAHS prior to rendering its opinion. GAHS also assumed that
all governmental, regulatory, and other consents and approvals contemplated by
the merger agreement and plan of reorganization would be obtained and that, in
the course of obtaining any of those consents, no restrictions will be imposed
or waivers made that would have an adverse effect on the contemplated benefits
of the transaction.

           The following is a summary of the principal financial analyses
performed by GAHS to arrive at its opinion. Some of the summaries of financial
analyses include information presented in tabular format. In order to fully
understand the financial analyses, the tables must be read together with the
text of each summary. The tables alone do not constitute a complete description
of the financial analyses. Considering the data set forth in the tables without
considering the full narrative description of the financial analyses, including
the methodologies and assumptions underlying the analyses, could create a
misleading or incomplete view of the financial analyses. GAHS performed certain
procedures, including each of the financial analyses described below, and
reviewed with the management of Photo Control and Nature Vision the assumptions
on which such analyses were based and other factors, including the historical
and projected financial results of Photo Control and Nature Vision. No
limitations were imposed by the Photo Control board of directors with respect to
the investigations made or procedures followed by GAHS in rendering its opinion.


                                       48
<PAGE>


PROPOSED CONSIDERATION

           GAHS reviewed the terms of the proposed consideration as set forth in
the merger agreement and plan of reorganization, which consideration totals not
more than 2.2 million shares of Photo Control common stock, with the closing
payment adjusted to the extent that Nature Vision net asset value differs from
an established baseline. GAHS noted that the closing price of Photo Control's
common stock on April 8, 2004 was $2.70 per share, that for the 12 months ended
April 8, 2004, Photo Control's common stock had an average daily closing price
of $2.00 per share and a median daily closing price of $1.95 per share, and that
during this period the stock traded as high as $2.94 per share and as low as
$1.47 per share.

DISCOUNTED CASH FLOW ANALYSIS

           GAHS performed a discounted cash flow analysis on Nature Vision to
calculate the net present value of the projected cash flows provided by Nature
Vision management.

           GAHS selected a range of discount rates for this analysis by
calculating Nature Vision's implied weighted average cost of capital ("WACC").
Nature Vision's WACC was calculated using Nature Vision's (i) cost of equity,
determined using the Capital Asset Pricing Model ("CAPM"), comparable publicly
traded company data, qualitative assessments of Nature Vision's projected
results and risks therein, and relevant industry experience, and (ii) cost of
debt, by using the Merrill Lynch high-yield corporate bond index as of
midafternoon on April 2, 2004 and set forth in the April 5, 2004 edition of THE
WALL STREET JOURNAL. GAHS utilized WACC discount rates of 24.2% to 26.2%,
calculated as described above.

           GAHS selected terminal-year multiples of earnings before interest,
taxes, depreciation, and amortization ("EBITDA") in order to value Nature Vision
for the years beyond the forecast period of 2004 through 2008 based on its
mergers and acquisitions experience, a review of publicly traded comparable
companies, and a review of comparable transactions. GAHS applied a range of
terminal-year EBITDA multiples of 6.0 to 7.5 and assumed that these
terminal-year valuation multiples were realized in 2008. These implied 2008
values were then discounted to a present value pursuant to the methodology
described above.

           GAHS' discounted cash flow analysis yielded an implied equity
transaction valuation of $8.0 million to $10.7 million. As such, this analysis
indicated that the transaction consideration falls within the acceptable range
of values, based on the discounted cash flow analysis.

SELECTED PUBLICLY TRADED COMPARABLE COMPANIES ANALYSIS

           This method for valuing companies examines the market prices and
resulting valuation multiples of public companies engaged in businesses that may
be considered generally comparable to that of the target company, Nature Vision.
There are seldom any two companies that have identical characteristics and risks
in their respective businesses. While the public companies included in the GAHS
valuation analysis do not offer the exact product mix or necessarily serve the
same markets as Nature Vision, these companies are generally subject to similar
competitive and economic forces. GAHS reviewed and compared operating and
financial data for Nature Vision with the following publicly traded companies:

      SELECTED PEER GROUP

           o          Adams Golf, Inc.

           o          Aldila, Inc.

           o          Benthos, Inc.

           o          Concord Camera Corp.

           o          Image Sensing Systems, Inc.

           o          Koss Corporation


                                       49
<PAGE>


           o          Meade Instruments Corp.

           GAHS reviewed enterprise values (calculated as total equity market
capitalization plus outstanding debt less cash and cash equivalents) and equity
values and calculated multiples of such performance measures as sales, EBITDA,
and earnings before interest and taxes ("EBIT"), among others. Because each of
the selected publicly traded companies generally had cash and cash equivalent
positions that were larger than the amount of debt outstanding, equity market
capitalizations were generally greater than enterprise values. In total, 18
separate valuation metrics were used. For each valuation metric, GAHS calculated
the median for the range of implied valuation multiples derived from the
selected peer group. These multiples were than applied to the associated Nature
Vision financial characteristics. The median was selected because, in the
judgment of GAHS, it properly reflects Nature Vision's position relative to the
chosen peer group. All of the multiples were based on closing stock prices on
April 8, 2004. Implied valuation ranges were calculated using Nature Vision's
financial results for its fiscal year ended December 31, 2003 as well as its
average financial results for the three-year period 2001-2003. Certain of the
selected publicly traded companies have fiscal year ends other than December 31;
for this reason, a latest 12-month ("LTM") set of multiples is also calculated
for the selected peer group, along with the multiples based on their last fiscal
year and three-year averages.

















                                       50
<PAGE>


           The table below summarizes the derive The table below summarizes the
derived comparable company valuation range.

<TABLE>
<CAPTION>
                                                  NATURE                     ENTERPRISE          NET        EQUITY
                   VALUATION SUMMARY              VISION        MULTIPLE        VALUE           DEBT        VALUE
                                                        (FIGURES IN MILLIONS OF DOLLARS EXCEPT FOR MULTIPLES)
<S>                                                <C>            <C>             <C>            <C>          <C>
           LAST FISCAL YEAR
              Sales                                $8.7           103%            $9.0           $0.4         $8.6
              EBITDA                                0.9          13.4             11.4            0.4         11.0
              EBIT                                  0.7          21.6             14.2            0.4         13.8
              Net Income                            0.4          22.9              8.9            0.4          8.5
              Owners' equity                        1.4           165%             2.8            0.4          2.3
              Total assets                          3.9           137%             5.4            0.4          4.9

           LAST 12 MONTHS (LTM)
              Sales                                 8.7            89%             7.7            0.4          7.3
              EBITDA                                0.9          14.0             11.9            0.4         11.5
              EBIT                                  0.7          15.8             10.4            0.4         10.0
              Net Income                            0.4          20.7              8.1            0.4          7.6
              Owners' equity                        1.4           165%             2.8            0.4          2.3
              Total assets                          3.9           100%             3.9            0.4          3.5

           THREE-YEAR AVERAGE
              Sales                                 7.7           105%             8.0            0.4          7.6
              EBITDA                                0.5          24.1             12.3            0.4         11.8
              EBIT                                  0.4          30.9             11.1            0.4         10.7
              Net Income                            0.2          45.7              9.3            0.4          8.9
              Owners' equity                        1.2           159%             2.3            0.4          1.8
              Total assets                          3.6           153%             5.6            0.4          5.1

                                                                             ENTERPRISE                       EQUITY
           IMPLIED VALUE                                                         VALUE                         VALUE
           -------------                                                         -----                         -----
              Mean                                                                $8.1                         $7.6
              Median                                                               8.5                          8.0
</TABLE>

           GAHS' public comparable company analysis yielded an implied equity
transaction valuation of $7.6 million to $8.0 million. As such, this analysis
indicated that the transaction consideration falls within the acceptable range
of values, based on the selected publicly traded comparable company analysis.

SELECTED COMPARABLE TRANSACTION ANALYSIS

           This method for valuing companies examines actual transaction
valuation multiples for acquired companies engaged in businesses that may be
considered comparable to that of Nature Vision. While none of the transaction
analyses are based on target companies identical to Nature Vision in terms of
size, products and services, or profitability, the observed multiples provide
valuable guidance as to how purchasers might assess value.


                                       51
<PAGE>


           In order to gain market-derived pricing guidance from the comparable
merger and acquisition ("M&A") transaction analysis, GAHS identified
transactions that occurred within similar industries to the ones in which Nature
Vision competes. Specifically, GAHS reviewed transactions that had been
completed where the target company participated in an industry or industries
from the following Standard Industrial Classification ("SIC") codes:

           o          3651 - Household Audio and Video Equipment

           o          3827 - Optical Instruments and Lenses

           o          3829 - Measuring and Controlling Devices, Not Elsewhere
                      Classified

           o          3861 - Photographic Equipment and Supplies

           o          3949 - Sporting and Athletic Goods, Not Elsewhere
                      Classified

           For purposes of its analysis, GAHS analyzed M&A transactions that
were tracked in the Mergerstat database for the period January 1, 1999 through
April 4, 2004. It should be noted that of the 399 transactions that Mergerstat
identified during this period within SIC codes 3651, 3827, 3829, 3861, and 3949,
only 75 provided sufficient financial information regarding the terms of the
transaction and the financial performance of the target business to calculate
implied valuation multiples.

           GAHS analyzed the 75 transactions and calculated implied valuation
multiples of LTM sales, EBITDA, and EBIT. For each valuation metric, GAHS
calculated the median for the range of implied multiples. The median was
selected because, in the judgment of GAHS, it properly reflects Nature Vision's
position relative to the target companies. The table below summarizes the
derived comparable transaction valuation range.

<TABLE>
<CAPTION>
                                         NATURE                                      ENTERPRISE                NET           EQUITY
       VALUATION SUMMARY                 VISION                MULTIPLE                 VALUE                 DEBT           VALUE
       -----------------                 ------                --------                 -----                 ----           -----
                                                    (FIGURES IN MILLIONS OF DOLLARS EXCEPT FOR MULTIPLES)

<S>                                       <C>                     <C>                   <C>                   <C>            <C>
Sales                                     $8.7                    79%                   $6.9                  $0.4           $6.5
EBITDA                                     0.9                    7.8                    6.7                   0.4            6.3
EBIT                                       0.7                    9.2                    6.0                   0.4            5.6
</TABLE>

           GAHS' comparable transaction analysis yielded an implied transaction
valuation range of $5.6 million to $6.5 million. As such, this analysis
indicated that the transaction consideration falls within the acceptable range
of values, based on the comparable transaction analysis.

CONCLUSION

           The summary set forth above does not purport to be a complete
description of the analyses performed by GAHS but describes, in summary form,
the material elements of the presentation that GAHS made to the Photo Control
board of directors on April 14, 2004 in connection with the preparation of the
GAHS fairness opinion. The preparation of a fairness opinion involves various
determinations as to the most appropriate and relevant methods of financial
analysis and the application of these methods to the particular circumstances
and, therefore, such an opinion is not readily susceptible to summary
description. GAHS conducted each of the analyses in order to provide a different
perspective on the transaction and to add to the total mix of information
available. GAHS did not form a conclusion as to whether any individual analysis,
considered in isolation, supported or failed to support an opinion as to
fairness from a financial point of view. Rather, in reaching its conclusion,
GAHS considered the results of the analyses in light of each other and
ultimately reached its opinion based on the results of all analyses taken as a
whole. GAHS did not place any particular reliance or weight on any individual
analysis, but instead concluded that its analyses, taken as a whole, support its
determination. Accordingly, notwithstanding the separate factors summarized
above, GAHS has indicated to the board of directors of Photo Control that it
believes that its analyses must be considered as a whole and that selecting
portions of its analyses and the factors considered by it, without


                                       52
<PAGE>


considering all analyses and factors, could create an incomplete view of the
evaluation process underlying its opinion.

           The analyses of GAHS are not necessarily indicative of actual values
or future results, which may be significantly more or less favorable than
suggested by the analyses. Analyses relating to the value of companies do not
purport to be appraisals or valuations or necessarily reflect the prices at
which businesses or securities may actually be sold. No company or transaction
used in any analysis for purposes of comparison is identical to Nature Vision or
the transaction. In addition, in performing its analyses, GAHS made numerous
assumptions with respect to industry performance, general business, economic,
market, and financial conditions, and other matters, many of which are beyond
the control of the parties to the transaction and GAHS. Accordingly, an analysis
of the results of the comparisons is not simply mathematical; rather, it
involves complex considerations and judgment about differences in the companies
to which Nature Vision was compared. Because such analyses are inherently
subject to uncertainty, being based upon numerous factors and events beyond the
control of the parties to the transaction and GAHS, future results may be
materially different from those forecast.

           For purposes of its opinion, GAHS relied upon and assumed the
accuracy, completeness, and fairness of the financial statements and other
information furnished by, or publicly available for, Nature Vision and Photo
Control or otherwise made available to GAHS and relied upon and assumed that the
representations and warranties of Nature Vision and Photo Control contained in
the merger agreement and plan of reorganization were true and correct. GAHS was
not engaged to, and did not attempt to, or assume responsibility to, verify
independently that information. With respect to the financial statement data and
other internal financial information (including the projected financial planning
data) provided to GAHS in connection with its review of the financial aspects of
the transaction, GAHS relied upon the assurances of the management of Nature
Vision and Photo Control that the information was prepared on a reasonable basis
in accordance with industry practice and, with respect to the financial planning
data, represented the best currently available estimates and good faith judgment
of the management of Nature Vision and the management of Photo Control, and that
both management teams were not aware of any information or facts that would make
the information provided to GAHS incomplete or misleading. GAHS assumed that
Nature Vision and Photo Control will each perform all of the covenants and
agreements to be performed by each under the merger agreement and plan of
reorganization and that the conditions to the transaction will be satisfied and
that the transaction will be consummated on a timely basis in the manner
contemplated by the merger agreement and plan of reorganization.

           GAHS also assumed that there have been no material changes in the
assets, financial condition, results of operations, business, or prospects of
Nature Vision since the date of the latest financial statements or the date of
other information made available to it.

           In arriving at its opinion, GAHS was not requested to perform, and
did not perform, any appraisals or valuations of any specific assets or
liabilities of Nature Vision. GAHS was not requested to opine as to, and its
opinion does not address, the basic business decision to proceed with or effect
the transaction. GAHS analyzed Nature Vision as a going concern and accordingly
expressed no opinion as to its liquidation value.

           The opinion is based on information available to GAHS and the facts
and circumstances as they existed and were subject to evaluation on April 14,
2004. Events occurring after that date could materially affect the assumptions
used in preparing the opinion. GAHS has not undertaken and is not obligated to
affirm or revise its opinion or otherwise comment on any events occurring after
the date it was given.

           GAHS relied, with respect to legal and accounting matters related to
the merger agreement and plan of reorganization, on the advice of Photo
Control's legal and accounting advisors. GAHS made no independent investigation
of any legal or accounting matters that may affect Nature Vision and assumed the
correctness of the legal and accounting advice provided to Photo Control and its
board of directors.

           GAHS did not opine on, nor did its opinion consider, the tax
consequences of the transaction. GAHS was not asked to, nor did it, express an
opinion as to the relative merits of the transaction as compared to any
alternative business strategies that might exist for Photo Control, the effect
of any other transaction in which Photo Control might engage, or the form of the
merger agreement and plan of reorganization or the terms contained therein.
Furthermore, GAHS expressed no opinion as to the prices at which Photo Control
stock may trade following the


                                       53
<PAGE>


date of its opinion. GAHS' opinion was rendered as of the date thereof, and GAHS
did not express any opinion as to whether, on or about the effective time of the
transaction, the transaction consideration will be fair, from a financial point
of view, to any other parties.

           GAHS is a nationally recognized investment banking firm that, as a
customary part of its investment banking business, evaluates businesses and
their securities in connection with mergers and acquisitions, private
placements, and appraisals for corporate and other purposes. The Photo Control
board, after interviews with representatives of GAHS and several other qualified
investment banks, selected GAHS because of its expertise and reputation.

           GAHS received customary and usual investment banking fees in
connection with its engagement. The fees paid to GAHS were not contingent upon
delivering a favorable fairness opinion or the consummation of the transaction.

SHAREHOLDER APPROVAL IN CONNECTION WITH THE TRANSACTION

           In order for the transaction to be completed, the transaction must be
approved by the holders of at least a majority of the outstanding Nature Vision
common shares at Nature Vision's special meeting under the Minnesota Business
Corporation Act. The merger agreement provides that as a condition to Photo
Control's obligation to close the merger, which Photo Control may waive, holders
of 98% of the outstanding Nature Vision common shares must approve the merger.
The transaction must be approved by a majority of the outstanding common shares
of Photo Control and, in addition, a majority of the holders of the outstanding
shares of Photo Control common stock present, in person or by proxy, at its
special meeting must approve the issuance of 20% or more of Photo Control's
outstanding common stock to Nature Vision and Richard P. Kiphart in connection
with the merger.

           Under the merger agreement and plan of reorganization, the failure of
the shareholders of either Photo Control or Nature Vision to give their approval
for the transaction-related proposals presented at the special meetings will
permit the termination of the merger agreement and plan of reorganization and
the abandonment of the transaction.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

           In considering the recommendation of Photo Control's and Nature
Vision's board of directors in favor of approval of the merger agreement and
plan of reorganization, Photo Control and Nature Vision shareholders should be
aware that some of Photo Control's and Nature Vision's directors and executive
officers have interests in the transaction that are different from, or in
addition to, the interests of Photo Control's and Nature Vision's shareholders
generally. Photo Control's and Nature Vision's board of directors were aware of
these interests when they considered and approved the merger agreement and plan
of reorganization.


           Jeffrey P. Zernov, the President and Chief Executive Officer of
Nature Vision, will be employed by the combined company after the consummation
of the merger as the President and Chief Executive Officer. Mr. Zernov will
receive a basic salary of $160,000 per year and will be prohibited from
competing with the combined company for a period of five years from the date he
voluntarily terminates his employment or is terminated for cause. If Photo
Control terminates Mr. Zernov's employment without cause, then it may restrict
him from competing for up to two years by continuing to pay his base salary.


           Concurrent with the closing of the merger, Richard P. Kiphart, a
director of Photo Control, will purchase $1,000,000 of Photo Control common
stock. Mr. Kiphart's commitment to purchase the Photo Control common shares is
conditioned upon the consummation of the merger. The purchase price will be the
lower of: (a) 70% of the average closing price per share of Photo Control's
common stock on the Nasdaq SmallCap Market during the 30-day period preceding
April 15, 2004 or (b) 70% of the average closing price per share of Photo
Control's common stock on the Nasdaq SmallCap Market during the 30-day period
preceding the day prior to the closing of the merger. Notwithstanding the
foregoing, Mr. Kiphart has agreed not to pay less than $1.53 per share. The
number of shares Mr. Kiphart will receive cannot be calculated until the closing
of the merger. Assuming he pays $1.53 per share, the floor price, Mr. Kiphart
would receive 653,594 shares. However, the actual number of shares Mr. Kiphart
receives may be less, depending on the market price of Photo Control common
shares during the 30-day


                                       54
<PAGE>


periods. The shares being sold to Mr. Kiphart will be "restricted shares" and
will not be not freely tradable for a period of one year, and then only pursuant
to Rule 144 under the Securities Act of 1933, as amended.

           The merger and the related transactions will trigger a change in
control provision in Photo Control option agreements, the result of which will
accelerate the vesting of all options to the extent they are not exercisable on
the closing date. The unvested portion of options held by certain executive
officers and directors of Photo Control will be accelerated as follows: John R.
Helmen - 16,333 shares; James R. Loomis - 5,000 shares; Scott S. Meyers - 5,000
shares; John McMillan - 10,000 shares; Curtis R. Jackels - 10,000 shares; and
Christopher Lausen - 666 shares.

CLOSING OF THE MERGER

           Assuming all other conditions are met, if Photo Control and Nature
Vision shareholders approve the merger-related proposals, it is expected that
the closing will occur within three business days after the special meetings.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

           The following is a discussion of the material U.S. federal income tax
consequences of the merger to Nature Vision shareholders who receive shares of
common stock of Photo Control in the merger. This discussion addresses only a
Nature Vision shareholder who is a U.S. citizen or resident and holds Nature
Vision common stock as a capital asset. It does not address all of the U.S.
federal income tax consequences that may be relevant to a particular Nature
Vision shareholder in light of that shareholder's individual circumstances or to
a Nature Vision shareholder who is subject to special rules, including, without
limitation:

           o          a financial institution or insurance company;

           o          a mutual fund;

           o          a tax-exempt organization;

           o          a shareholder who is not a citizen or resident of the
                      United States;

           o          a pass-through entity or an investor in such an entity;

           o          a dealer or broker in securities or foreign currencies;

           o          a shareholder who holds individual retirement or other
                      tax-deferred accounts;

           o          a trader in securities who elects to apply a
                      mark-to-market method of accounting;

           o          a shareholder who holds Nature Vision common stock as part
                      of a hedge, appreciated financial position, straddle,
                      constructive sale or conversion transaction;

           o          a shareholder who exercises dissenters' rights; or

           o          a shareholder who acquired his or her shares of Nature
                      Vision common stock pursuant to the exercise of employee
                      stock options or otherwise as compensation.

           The following discussion is based on the Internal Revenue Code of
1986, as amended, applicable U.S. Department of the Treasury regulations,
administrative interpretations and court decisions, each as in effect as of the
date of this joint proxy statement/prospectus and all of which are subject to
change, possibly with retroactive effect. It is not binding on the Internal
Revenue Service. In addition, the discussion does not address any state, local
or foreign tax consequences of the merger.


                                       55
<PAGE>


           NATURE VISION SHAREHOLDERS STRONGLY ARE URGED TO CONSULT THEIR TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER IN LIGHT OF
THEIR PARTICULAR CIRCUMSTANCES INCLUDING THE APPLICABILITY AND EFFECT OF U.S.
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

           Photo Control and Nature Vision anticipate that the merger will
qualify as a reorganization within the meaning of Section 368(a) of the Code. No
ruling has been or will be sought from the IRS on the U.S. federal income tax
consequences of the merger. Assuming that the merger qualifies as a
reorganization within the meaning of Section 368(a) of the Code for U.S. federal
income tax purposes:

           o          a Nature Vision shareholder whose shares of Nature Vision
                      common stock are exchanged in the merger for shares of
                      common stock of Photo Control will not recognize gain or
                      loss, except to the extent of cash, if any, received in
                      the exchange;

           o          a Nature Vision shareholder's tax basis in shares of
                      common stock of Photo Control received in the merger will
                      equal the tax basis of the Nature Vision common stock
                      surrendered in the merger; and

           o          a Nature Vision shareholder's holding period for shares of
                      common stock of Photo Control received in the merger will
                      include the holding period for the shares of Nature Vision
                      common stock surrendered in the merger.

           To the extent that a Nature Vision shareholder receives cash in lieu
of a fractional share of common stock of Photo Control, the shareholder will be
deemed to have received that fractional share in the merger and then to have
received the cash in redemption of that fractional share. The shareholder
generally will recognize gain or loss equal to the difference between the cash
received and the portion of the shareholder's tax basis in the Nature Vision
common stock surrendered allocable to that fractional share. This gain or loss
generally will be long-term capital gain or loss if the holding period for those
shares of Nature Vision common stock is more than one year as of the date of the
merger.

           If a Nature Vision shareholder receives cash pursuant to the exercise
of dissenters' rights, the shareholder generally will recognize gain or loss
measured by the difference between the cash received and the shareholder's
adjusted tax basis in the Nature Vision common stock. This gain should be
long-term capital gain or loss if the shareholder held the Nature Vision common
stock for more than one year.

MANAGEMENT AND OPERATIONS OF PHOTO CONTROL AFTER THE MERGER

           Upon completion of the merger, Nature Vision will be a wholly-owned
subsidiary of Photo Control. The combined company will be divided into two
operating divisions - the photography division, consisting of Photo Control's
current business, and the outdoor recreational product division, made up of
Nature Vision's current business.

           Jeffrey P. Zernov, Nature Vision's President and Chief Executive
Officer, will continue in the same capacity and will serve as President and
Chief Executive Officer of Photo Control. John R. Helmen, who is currently
Chairman of the Board and Chief Executive Officer of Photo Control, will
continue as President of the photography division of the combined company.
Michael R. Day, Nature Vision's Chief Financial Officer and Chief Operating
Officer, will continue in these capacities after the merger and will also serve
as the Chief Financial Officer of the combined company. Christopher Lausen, the
current Chief Financial Officer of Photo Control, will serve as Controller for
the photography division after the merger.

           Immediately after the merger is consummated all of the directors of
Photo Control will resign, except for Richard P. Kiphart who will continue to
serve (assuming he is re-elected at the Photo Control shareholders' meeting). As
a condition of the merger and pursuant to Jeffrey P. Zernov's instructions, Mr.
Kiphart will appoint six directors to fill the vacant seats, including Jeffrey
P. Zernov, Curtis A. Sampson, Don Coffey and Anthony Capra. The future
management of the combined company is seeking appropriate candidates for the
remaining two board seats. Biographies of these individuals can be found
beginning on page __ of this document.


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<PAGE>


           Future management of Photo Control anticipates that the outdoor
recreational division will continue to expand due the planned distribution of
products through mass-merchandise retailers and the continued development of new
products related to hunting, fishing and other recreational activities.
Management will begin working on a corporate integration plan once the merger is
closed, exploring all options available in order to assemble a unified corporate
structure that provides shareholders the best long-term investment.

REGULATORY APPROVALS

           No regulatory approvals are required in connection with this merger.

                       DESCRIPTION OF THE MERGER AGREEMENT
                           AND PLAN OF REORGANIZATION

           The following description of the merger agreement and plan of
reorganization describes the material provisions of the agreement and is
qualified in its entirety by reference to the merger agreement and plan of
reorganization, which is attached as Annex A to this document and is
incorporated into this document by reference. We urge all shareholders of Photo
Control and Nature Vision to read the agreement in its entirety for a complete
description of the terms and conditions of the transaction.

THE MERGER

           At the closing of the merger, PC Acquisition, Inc., a wholly-owned
subsidiary of Photo Control, will be merged with and into Nature Vision. Upon
completion of the merger, Nature Vision will continue as the "surviving
corporation" and will be a wholly owned subsidiary of Photo Control. After
completion of the merger, the shareholders of Nature Vision prior to the merger
will no longer be shareholders of Nature Vision but will be shareholders of
Photo Control. The merger is expected to be accounted for as a purchase
transaction for accounting and financial reporting purposes and is intended to
qualify as a tax-free reorganization within the meaning of Section 368(a) of the
Internal Revenue Code for federal income tax purposes.

CLOSING AND EFFECTIVE TIME OF THE MERGER

           The closing date for the merger will occur as soon as practicable
after the satisfaction or waiver of all of the conditions to the merger
contained in the merger agreement, unless otherwise agreed to by the parties. On
the closing date, the parties will file articles of merger with the Secretary of
State of the State of Minnesota.

CONVERSION OF SECURITIES

           Upon completion of the merger, each share of Nature Vision common
stock will be converted, directly or indirectly, into the right to receive
0.58137 shares of Photo Control common stock. Photo Control will not issue any
fractional shares in the merger. Instead of a fraction of a share, Nature
Vision's shareholders will receive cash, without interest, equal to the product
of (a) such fraction, multiplied by (b) the average closing price per share of
Photo Control common stock over the 30 day period preceding the closing date of
the merger.

ESCROW AGREEMENT

           As a condition to Photo Control's willingness to enter into the
merger agreement, Jeffrey P. Zernov, as the Nature Vision shareholder
representative, is entering into an Escrow Agreement with Photo Control, Nature
Vision, Dean Capra, Anthony Capra and U.S. Bank National Association, the escrow
agent. Pursuant to the merger agreement, 10% of the shares of Photo Control
common stock otherwise issuable or payable in the merger to the holders of
Nature Vision common stock will be automatically deposited in an escrow fund
upon the consummation of the merger. Approximately 219,999 shares of Photo
Control Common Stock will be held with the escrow agent in an escrow fund for a
period of two years after the closing date of the merger and will serve as a
source of reimbursement to Photo Control, the surviving corporation and each of
their former, present and future officers, directors, employees, agents,
shareholders, members, contractors, subcontractors, licensees, invitees,
attorneys and all of their heirs and representatives for, among other things:
(a) any losses arising from any breach by Nature


                                       57
<PAGE>


Vision of its representations and warranties in the merger agreement, and (b)
any failure by Nature Vision to perform its covenants and obligations under the
merger agreement.

           Subject to any holdbacks for any unresolved claims, the escrow fund
will terminate on the second anniversary of the closing date of the merger. Any
shares of Photo Control common stock remaining in the escrow fund at that time
will be distributed to the Jeffrey P. Zernov as the representative of Nature
Vision's shareholders.

SHAREHOLDER REPRESENTATIVE

           Jeffrey P. Zernov will serve as the representative of Nature Vision's
shareholders under the merger agreement and the escrow agreement with the full
power and authority to represent the Nature Vision shareholders with respect to
all matters arising under the merger agreement and the escrow agreement,
including the power to object to claims for reimbursement, to negotiate and
enter into settlements and compromises with respect to such claims and to take
certain other actions to claims made against the shares of Photo Control common
stock held in the escrow fund.

REPRESENTATIONS AND WARRANTIES

           Photo Control and Nature Vision each made a number of customary
representations and warranties in the merger agreement relating to, among other
things, aspects of their respective businesses, assets, financial condition,
structure and other facts pertinent to the merger. The representations and
warranties contained in the merger agreement are subject to materiality and
knowledge qualifications in many respects. The merger agreement and plan of
reorganization includes representations given by Photo Control, as they relate
to Photo Control and PC Acquisition, Inc., and Nature Vision, covering the
following topics:

           o          corporate power and authority to transact business,
                      including to execute and deliver the merger agreement and
                      plan of reorganization necessary to the transaction and to
                      consummate the transaction;

           o          organization, valid existence, good standing, and
                      qualification to transact business;

           o          compliance of the merger agreement and plan of
                      reorganization and related documents with organizational
                      documents, applicable laws and material agreements,
                      including the absence of events of default or breach
                      thereunder, and required governmental consents and
                      approvals;

           o          absence of certain developments since December 31, 2003,
                      that would have a material adverse effect;

           o          absence of pending or threatened claims or disputes
                      concerning infringement by or on intellectual property;

           o          accuracy of corporate minute books;

           o          absence of pending or threatened litigation;

           o          compliance with applicable laws and regulations;

           o          validity of all accounts and notes receivable;

           o          fees or commissions payable to brokers or other parties in
                      connection with the transaction;

           o          identification of top suppliers and customers and whether
                      any significant suppliers or significant customers will
                      materially change business relations;


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<PAGE>


           o          capitalization, including the number of shares of common
                      stock authorized, the number of shares outstanding, the
                      number of shares reserved for issuance and the number of
                      options and warrants outstanding;

           o          compliance with laws relating to employees and employment
                      practices and absence of non-compete agreements with
                      employees;

           o          compliance with environmental laws and the absence of
                      environmental liabilities;

           o          quality of inventory;

           o          filing of tax returns and payment of taxes;

           o          description of certain transactions, commitments or
                      obligations with affiliates;

           o          identification of owned or leased real property;

           o          identification of material contracts, including breaches
                      and enforceability;

           o          accuracy and compliance with generally accepted accounting
                      principles in the United States (GAAP) of unaudited
                      financial statements for the two-month period ended
                      February 29, 2004, and audited financial statements for
                      the fiscal years ended December 31, 2001, 2002 and 2003;

           o          status of insurance policies applicable to or including
                      operations and properties;

           o          employee benefit plans and related matters;

           o          the non-reliance on financial and other projections;

           o          absence of untrue statements or omissions of a material
                      fact in information provided (including filings by Photo
                      Control with the SEC); and

           o          absence of material undisclosed liabilities; and.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

           The representations and warranties of the parties will generally
continue in effect for a period of 36 months following the closing date.

CONDUCT OF BUSINESS BEFORE COMPLETION OF THE MERGER

           Photo Control and Nature Vision each agreed until the earlier of the
completion of the merger or the termination of the merger agreement, or unless
the other company consents in writing, to carry on its business in the ordinary
course consistent with past practices. Each company further agreed to use all
reasonable efforts consistent with past practices and policies to preserve
intact its present business organizations, to keep available the services of its
present officers and employees and to preserve its relationships with customers,
suppliers, distributors, licensors, licensees and others having business
dealings with it. Additionally, each company agreed to pay all taxes and debts
when due subject to good faith disputes.

           Each company has also agreed that until the earlier of the completion
of the merger or the termination of the merger agreement, or unless the other
company consents in writing, it will not do any of the following:

           o          modify its organizational documents;


                                       59
<PAGE>


           o          pay or authorize dividends or other distributions or
                      repurchases or any stock splits or combinations;

           o          modify its stock option plans, including the vesting
                      period or other rights of options granted under its stock
                      option plan;

           o          enter into or modify material contracts other than in the
                      ordinary course of business;

           o          issue, sell or otherwise dispose of securities, except for
                      the issuance of shares of common stock upon exercise of
                      outstanding stock options, warrants or other rights
                      outstanding as of the date of the merger agreement
                      (provided that Photo Control may issue shares of Photo
                      Control common stock to Richard P. Kiphart for an
                      aggregate purchase price of up to $1,000,000);

           o          transfer or license its intellectual property or rights to
                      its intellectual property, except with respect to
                      nonexclusive licenses in the ordinary course of business;

           o          enter into or modify any agreement granting exclusive
                      rights with respect to its products or technology;

           o          dispose of or encumber any property or assets which are
                      material;

           o          incur indebtedness, guarantee indebtedness or guarantee
                      debt securities of others;

           o          enter into any operating lease in excess of $5,000 per
                      year;

           o          pay or discharge, in excess of $10,000 in any one case or
                      $50,000 in the aggregate, any claim, liability or
                      obligation arising other than in the ordinary course of
                      business, and other than the payment, discharge or
                      satisfaction of liabilities reflected or reserved against
                      in its financial statements;

           o          make any capital expenditures that exceed $10,000 in the
                      aggregate;

           o          materially reduce the amount of any insurance coverage
                      provided by existing insurance policies;

           o          terminate or waive any right of substantial value other
                      than in the ordinary course of business;

           o          adopt or amend any employee benefit or stock purchase or
                      option plan, increase the annual level of compensation of
                      any employee except in the ordinary course of business
                      consistent with past practices, or grant any additional
                      severance or termination pay, enter into any employment or
                      severance agreement with any officer or employee, or enter
                      into any collective bargaining agreement;

           o          commence a lawsuit or arbitration proceeding other than
                      for the routine collection of bills or a breach of the
                      merger agreement;

           o          acquire any other entity or otherwise acquire any material
                      assets;

           o          make any material tax election other than in the ordinary
                      course of business consistent with past practices, change
                      any material tax election, adopt any tax accounting method
                      other than in the ordinary course of business consistent
                      with past practices, file any tax return or amendment to a
                      tax return, enter into any closing agreement, settle any
                      tax claim or assessment or consent to any tax claim or
                      assessment; or

           o          revalue any of its assets, including without limitation
                      writing down the value of inventory or writing off notes
                      or accounts receivable other than in the ordinary course
                      of business.


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ADDITIONAL COVENANTS

           In connection with the merger, Photo Control and Nature Vision have
agreed to the following additional covenants:

           o          Nature Vision will not solicit, encourage or participate
                      in any proposal or offer relating to the acquisition of a
                      substantial portion of its assets, by merger or otherwise;

           o          Nature Vision will promptly hold a shareholders' meeting
                      for the purpose of voting on the merger, Nature Vision's
                      board of directors will recommend the merger to Nature
                      Vision's shareholders and neither Nature Vision nor
                      certain shareholders will take any action to cause any
                      Nature Vision shareholder to exercise dissenters' rights;

           o          Nature Vision will permit Photo Control full access at
                      reasonable times to complete its due diligence and review
                      of Nature Vision;

           o          certain shareholders of Nature Vision will keep
                      confidential all information concerning the business and
                      affairs of Nature Vision;

           o          neither party will make any public disclosure with the
                      consent of the other party except as required by the SEC,
                      Nasdaq or any national securities exchange;

           o          each party will use its best efforts to obtain all consent
                      and approvals necessary to consummate the merger;

           o          each party will promptly update the other party of any
                      updates to its disclosure schedules;

           o          each party will comply with all legal requirements imposed
                      on them in connection with the merger;

           o          neither party will take any action that would cause the
                      merger to not be treated as a tax-free reorganization;

           o          Photo Control will file a listing notification with Nasdaq
                      for the shares of Photo Control common stock to be issued
                      pursuant to the merger;

           o          each party will use its best efforts to take all actions
                      and cause to be done all things necessary to consummate
                      the merger;

           o          Photo Control will take reasonable actions to all eligible
                      employees of Nature Vision to participate in Photo
                      Control's employee benefit plans;

           o          Photo Control will prepare in a timely manner the tax
                      returns for Nature Vision for the tax year ending as a
                      result of the merger;

           o          certain shareholders of Nature Vision will pay all sales,
                      transfer and other taxes in connection with the merger;
                      and

           o          all royalty payments owing to Jeffrey P. Zernov will have
                      be terminated prior to the merger.


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<PAGE>


LIMITATION ON PHOTO CONTROL'S ABILITY TO CONSIDER OTHER ACQUISITION PROPOSALS

           Photo Control has agreed that, subject to certain exceptions, that it
will not solicit, encourage or participate in any proposal or offer relating to
the acquisition of a substantial portion of its assets, by merger or otherwise,
however, Photo Control may furnish information regarding Photo Control to, or
take other actions consistent with the fiduciary obligations of its board of
directors, or enter into and engage in discussions with, any person or group in
response to an unsolicited written takeover proposal, or an unsolicited written
expression of interest that can reasonably be expected to lead to a takeover
proposal, if:

           o          Photo Control's board of directors believes that such
                      takeover proposal could reasonably be expected to lead to
                      a superior proposal than the terms of the merger with
                      Nature Vision; and

           o          Photo Control's board of directors determines that taking
                      action with respect to such takeover proposal is
                      consistent with the fiduciary duties of Photo Control's
                      board of directors to Photo Control's shareholders under
                      applicable law.

           Photo Control may take the actions described immediately above only
if Photo Control:

           o          notifies Nature Vision in writing of the determination by
                      Photo Control's board of directors that taking action with
                      respect to such superior proposal is consistent with the
                      fiduciary duties of Photo Control's board of directors;
                      and

           o          Photo Control terminates the merger agreement with Nature
                      Vision; and

           o          Photo Control pays to Nature Vision within 30 days of the
                      termination of the merger agreement, a termination fee of
                      $125,000 and reimburses Nature Vision for reasonable
                      expenses incurred up to a maximum of $100,000.

CONDITIONS TO PHOTO CONTROL'S AND NATURE VISION'S OBLIGATIONS TO COMPLETE
THE MERGER

           Photo Control's and Nature Vision's obligations to complete the
merger are subject to certain conditions. The conditions that must be satisfied
or waived before the completion of the merger include the following:

           o          the merger agreement must be adopted by the affirmative
                      votes of the holders of a majority of the outstanding
                      shares of Photo Control common stock;

           o          the filing with the Nasdaq SmallCap Market to list the
                      shares of Photo Control common stock issued in the merger
                      was made;

           o          the absence of any law, rule, regulation, judgment,
                      decree, injunction, executive order or award making the
                      merger illegal or otherwise prohibiting completion of the
                      merger; and

           o          all approvals, waivers and consents necessary for the
                      merger will have been obtained.



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<PAGE>


CONDITIONS TO PHOTO CONTROL'S OBLIGATION TO COMPLETE THE MERGER

           Photo Control's obligations to complete the merger are subject to the
satisfaction or waiver of each of the following additional conditions before
completion of the merger:

           o          Nature Vision's representations and warranties must be
                      materially true and correct, Nature Vision must have
                      performed or complied in all material respects with all of
                      its agreements and covenants to be performed or complied
                      with by Nature Vision at or before completion of the
                      merger and Nature Vision has provided an officer's
                      certificate to such effect;

           o          Photo Control will have received from Nature Vision all
                      necessary third party consents and approvals for Nature
                      Vision to complete to the merger;

           o          Photo Control will have received a legal opinion from
                      Nature Vision's counsel;

           o          no material adverse change to Nature Vision's properties,
                      assets, condition, liabilities, business, operation,
                      results of operations or prospects of Nature Vision will
                      have occurred;

           o          Nature Vision will have delivered a FIRPTA notification
                      letter;

           o          each of Nature Vision's directors will have resigned
                      effective as of the merger;

           o          the merger will qualify as a tax-free merger under Section
                      368 of the Internal Revenue Code;

           o          Nature Vision's employees will have each entered into a
                      proprietary information and inventions agreement with
                      Nature Vision;

           o          Nature Vision will have terminated all of its employee
                      benefits plans;

           o          Jeffrey P. Zernov will have entered into an employment
                      agreement with Nature Vision;

           o          all current and former employees and consultants of Nature
                      Vision will have assigned to Nature Vision any right they
                      might have in any intellectual property of Nature Vision;

           o          Nature Vision will have delivered to Photo Control all
                      governmental consent and approvals necessary for the
                      merger, Nature Vision's corporate records and minute book,
                      a good standing certificate of Nature Vision, and
                      certified articles of incorporation of Nature Vision;

           o          the merger agreement and the merger will have been
                      approved by at least 98% of Nature Vision's shareholders;
                      and

           o          Nature Vision, PC Acquisition, Inc. and certain other
                      parties will have entered into an escrow agreement
                      regarding the shares of Photo Control common stock to be
                      escrowed for certain claims by Photo Control.


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<PAGE>


CONDITIONS TO NATURE VISION'S OBLIGATION TO COMPLETE THE MERGER

           Nature Vision's obligations to complete the merger are subject to the
satisfaction or waiver of each of the following additional conditions before
completion of the merger:

           o          Photo Control's representations and warranties must be
                      materially true and correct, Photo Control must have
                      performed or complied in all material respects with all of
                      its agreements and covenants to be performed or complied
                      with by Photo Control at or before completion of the
                      merger and Photo Control has provided an officer's
                      certificate to such effect;

           o          Nature Vision will have received from Photo Control all
                      necessary third party consents and approvals for Photo
                      Control to complete to the merger;

           o          Nature Vision will have received a legal opinion from
                      Photo Control's counsel;

           o          certain director's of Photo Control identified by Nature
                      Vision shall have resigned effective as of the merger;

           o          Richard P. Kiphart, a director of Photo Control, will have
                      purchased Photo Control common stock for an aggregate
                      purchase price of $1,000,000;

           o          Photo Control will have amended its articles of
                      incorporation to increase the number of authorized shares
                      and to change its name to a name designated by Nature
                      Vision;

           o          Nature Vision will have delivered to Photo Control all
                      governmental consent and approvals necessary for the
                      merger, Nature Vision's corporate records and minute book,
                      a good standing certificate of Nature Vision, and
                      certified articles of incorporation of Nature Vision; and

           o          Nature Vision, PC Acquisition, Inc. and certain other
                      parties will have entered into an escrow agreement
                      regarding the shares of Photo Control common stock to be
                      escrowed for certain claims by Photo Control.

TERMINATION OF THE MERGER AGREEMENT

           The merger agreement may be terminated by either Photo Control or
Nature Vision:

           o          by mutual written consent of Photo Control and Nature
                      Vision;

           o          if the merger is not completed before December 31, 2004,
                      which date may be extended by the mutual consent of Photo
                      Control and Nature Vision; or

           o          if there is any permanent injunction or other order of a
                      court or other authority preventing the consummation of
                      the merger shall which has become final and nonappealable.


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<PAGE>


TERMINATION OF MERGER AGREEMENT BY PHOTO CONTROL

           In addition, Photo Control may terminate the merger agreement if:

           o          Nature Vision breaches any representation, warranty,
                      obligation or agreement under the merger agreement and the
                      breach is not cured within five business days following
                      receipt by Nature Vision of written notice of the breach;

           o          Nature Vision's board of directors withdraws or modifies
                      its recommendation of the merger in a manner adverse to
                      Photo Control; or

           o          if Photo Control enters into a definitive agreement for a
                      superior proposal.

TERMINATION OF MERGER AGREEMENT BY NATURE VISION

           In addition, Nature Vision may terminate the merger agreement if:

           o          Photo Control breaches any representation, warranty,
                      obligation or agreement under the merger agreement and the
                      breach is not cured within five business days following
                      receipt by Photo Control of written notice of the breach;
                      or

           o          Photo Control's board of directors withdraws or modifies
                      its recommendation of the merger in a manner adverse to
                      Nature Vision.

EFFECTS OF TERMINATION

           If the merger agreement and plan of reorganization is terminated by
the mutual consent of the parties, then the merger agreement and plan of
reorganization will become void and no party to the agreement will incur any
liability for the termination. No party will be relieved of liability incurred
as a result of a breach of its representations and warranties contained in the
merger agreement, however.

PAYMENT OF TERMINATION FEES

           If Photo Control terminates the merger agreement and plan of
reorganization because Photo Control has entered into a definitive agreement for
a superior proposal to the terms of the merger with Nature Vision, then Photo
Control will pay Nature Vision a termination fee of $125,000 and will reimburse
Nature Vision for reasonably incurred expenses incurred in connection with the
merger up to a maximum of $100,000.

EXPENSES

           Except as described below, each party has agreed to pay all expenses
it incurs in connection with the merger, whether or not the transaction is
completed.

EXTENSION, WAIVER AND AMENDMENT

           Photo Control and Nature Vision may amend the merger agreement at any
time prior to the closing of the merger. However, after the adoption of the
merger agreement by the Nature Vision shareholders, Photo Control and Nature
Vision may not amend the merger agreement if the amendment would alter or change
the amount or kind of consideration to be received on conversion of Nature
Vision's common stock, alter or change any term of the articles of incorporation
of the surviving corporation to be effected by the merger, or alter or change
any of the terms and conditions of the merger agreement, if the alteration or
change would materially adversely affect the holders of Nature Vision common
stock.

           At any time prior to the closing of the merger, Photo Control and
Nature Vision may extend the time for performance of any obligation or other act
of the other party, waive any inaccuracy in the representations and


                                       65
<PAGE>


warranties in the merger agreement or waive compliance by the other party with
any agreement or condition contained in the merger agreement and plan of
reorganization.

INDEMNIFICATION

           Nature Vision and certain of its shareholders will indemnify Photo
Control against losses resulting from any breach of the representations,
warranties, covenants or other agreements made by it in the merger agreement.
Losses for which Photo Control is entitled to indemnification as a result of a
breach by Nature Vision of any representation or warranty will not include the
first $75,000 of the losses and will not exceed the value of the shares of Photo
Control common stock issued in the merger.

           Photo Control will indemnify Nature Vision against losses resulting
from any breach of the representations, warranties, covenants or other
agreements made by it in the merger agreement. Losses for which Nature Vision is
entitled to indemnification as a result of a breach by Photo Control of any
representation or warranty will not include the first $75,000 of the losses and
will not exceed the value of the shares of Photo Control common stock issued in
the merger.

                               RELATED AGREEMENTS

           This section of the joint proxy statement/prospectus describes
agreements related to the merger agreement. While Photo Control and Nature
Vision believe that these descriptions cover the material terms of these
agreements, these summaries may not contain all of the information that is
important to you.

VOTING AND IRREVOCABLE PROXY AGREEMENTS

           Under separate voting and irrevocable proxy agreements, Dean Capra,
Anthony Capra and Jeffrey P. Zernov have each agreed, subject to certain
exceptions, not to take any of the following actions with respect to their
Nature Vision shares until the effective time of the merger or the valid
termination of the merger agreement:

           o          cause or permit any sale, transfer or other disposition or
                      encumber any of the shares of Nature Vision common stock
                      owned by them; or

           o          grant any other proxy with respect to the shares of Nature
                      Vision common stock owned by such shareholder.

           Under the terms of each proxy, Photo Control has the authority to
vote all shares of Nature Vision common stock beneficially owned by each person
on the record date of any shareholder meeting of Nature Vision related to the
merger, in favor of the adoption and approval of the merger agreement and the
merger and against any proposal made in opposition to or in competition with the
consummation of the merger with Photo Control. The proxy authorizes Photo
Control to vote these shares at any meeting of shareholders of Nature Vision, or
in connection with any solicitation of consents from shareholders of Nature
Vision, called or solicited for the purpose of voting on the matters described
above. The proxy is coupled with an interest and is irrevocable.





                                       66
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          SUMMARY OF RIGHTS OF DISSENTING SHAREHOLDERS OF NATURE VISION

           Nature Vision is organized under the corporate laws of the State of
Minnesota. Sections 302A.471 and 302A.473 of the Minnesota Business Corporation
Act provide each shareholder of Nature Vision the right to dissent from the
merger. The following summary of the applicable provisions of sections 302A.471
and 302A.473 of Minnesota law does not purport to be a complete statement of the
provisions and is qualified in its entirety by reference to the full text of
these sections attached as Annex C to this joint proxy statement/solicitation.
Any shareholder who wishes to exercise dissenters' rights, or who wishes to
preserve the right to do so, should review these sections carefully since
failure to comply with the procedures set forth in the sections will result in
the loss of that shareholder's dissenters' rights.

           Under the Minnesota Business Corporation Act, Nature Vision's
shareholders have the right, by fully complying with the applicable provisions
of sections 302A.471 and 302A.473, to dissent with respect to the merger with PC
Acquisition, Inc., and to receive from us payment in cash of the "fair value" of
their shares upon the consummation of the merger. The term "FAIR VALUE" means
the value of the shares immediately before the effective date of the merger
without any appreciation or depreciation in anticipation of the merger.

           A person having beneficial ownership of shares that are held of
record in the name of another person, such as a broker, nominee, trustee or
custodian, must act promptly to cause the record holder to follow the steps
summarized below properly and in a timely manner in order to perfect any
dissenters' rights the beneficial owner may have.

           Shareholders of record who desire to exercise their dissenters'
rights must satisfy all of the following conditions:

           A written notice of intent to demand fair value for our common stock
held by the shareholder must be received at Nature Vision's executive offices of
at 213 NW 4th Street, Brainerd, Minnesota 54601. This written demand must
specify the shareholder's name and mailing address, the number of shares owned
and that the shareholder intends to demand the fair value of the shares before
the taking of the shareholder vote at the special meeting to approve the merger.
This written demand must be in addition to and separate from any proxy or vote
against approval of the merger. Voting against, abstaining from voting or
failing to vote to approve the merger without the written demand will not
constitute a demand for appraisal within the meaning of Minnesota law.

           o          Shareholders electing to exercise their dissenters' rights
                      under the Minnesota Business Corporation Act must not vote
                      for the approval of the merger. A shareholder's failure to
                      vote against approval of the merger will not constitute a
                      waiver of the shareholder's dissenters' rights. However,
                      if a shareholder returns a signed proxy but does not
                      specify a vote against approval of the merger or direction
                      to abstain, the proxy will be voted for approval of the
                      merger and the shareholder's dissenters' rights will be
                      waived.

           o          A shareholder may not assert dissenters' rights as to less
                      than all of the shares registered in the holder's name,
                      except where certain shares are beneficially owned by
                      another person but registered in such holder's name. If a
                      record owner, such as a broker, nominee, trustee or
                      custodian, wishes to dissent with respect to shares
                      beneficially owned by another person, the shareholder must
                      dissent with respect to all of such shares and must
                      disclose the name and address of the beneficial owner on
                      whose behalf the dissent is made. A beneficial owner of
                      shares who is not the record owner of such shares may
                      assert dissenters' rights as to shares held on the
                      beneficial owner's behalf, provided that the beneficial
                      owner submits a written consent of the record owner to us
                      at or before the time the beneficial owner asserts
                      dissenter's rights.


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<PAGE>


           o          After approval of the merger by the shareholders at the
                      special meeting, Nature Vision will send a written notice
                      to each shareholder who delivered written demand asserting
                      dissenters' rights. The notice will contain the address to
                      which the shareholder must send both the demand for
                      payment and the stock certificates to be exchanged for
                      payment in order to perfect the shareholder's dissenters
                      rights and the date by which they must be received, as
                      well as other related information.

           o          In order to receive fair value for the Nature Vision
                      shares, a dissenting shareholder must, within 30 days
                      after the date notice is given (as described in the
                      preceding paragraph), demand payment and send the Nature
                      Vision stock certificates, and all other information
                      specified in the notice, to the address specified in the
                      notice. A dissenting shareholder will retain all rights as
                      a shareholder until the effective date of the merger.
                      After a valid demand for payment and the related stock
                      certificates and other information are received by Nature
                      Vision, or after the effective date of the merger,
                      whichever is later, Nature Vision will remit to each
                      dissenting shareholder who has asserted dissenters' rights
                      under the Minnesota Business Corporation Act the amount
                      that Nature Vision estimates to be the fair value of the
                      dissenting shareholder's shares, with interest at a rate
                      prescribed by statute. Nature Vision will also send a
                      closing balance sheet and statement of operations for a
                      fiscal year ending not more than 16 months before the
                      effective date of the merger, together with the latest
                      available interim financial statements, an estimate of the
                      fair value of the shareholder's shares and a brief
                      description of the method used to reach the estimate, a
                      brief description of the procedure to be followed if the
                      dissenting shareholder decides to make a demand for a
                      supplemental payment and copies of sections 302A.471 and
                      302A.473 of the Minnesota Business Corporation Act.

           If the dissenting shareholder believes that the amount remitted by us
is less than the fair value of the Nature Vision shares plus interest, the
shareholder may mail or deliver written notice to Nature Vision of an estimate
of the fair value of the shares, plus interest, within 30 days after the mailing
date of the remittance and demand payment of the difference. This notice must be
delivered to our executive offices at 213 NW 4th Street, Brainerd, Minnesota
54601. A shareholder who fails to give such written notice within this time
period is entitled only to the amount remitted by Nature Vision.

           o          Within 60 days after receipt of a demand for supplemental
                      payment, Nature Vision must either pay the shareholder the
                      amount demanded or agreed to by the shareholder after
                      discussion with Nature Vision, or petition a court for the
                      determination of the fair value of the shares, plus
                      interest. The petition must name as parties all
                      shareholders who have demanded supplemental payment and
                      have not reached an agreement with Nature Vision. The
                      court, after determining that the shareholder or
                      shareholders have complied with all statutory
                      requirements, may use any valuation method or combination
                      of methods it deems appropriate, whether or not used by
                      Nature Vision or the dissenting shareholder, and may
                      appoint appraisers to recommend the amount of the fair
                      value of the shares. The court's determination will be
                      binding on all shareholders who properly exercised
                      dissenters' appraisal rights and did not agree with Nature
                      Vision as to the fair value of their shares. Dissenting
                      shareholders are entitled to judgment for the amount by
                      which the court-determined fair value per share, plus
                      interest, exceeds the amount per share, plus interest,
                      were remitted to those shareholders by Nature Vision. The
                      shareholders will not be liable to Nature Vision for any
                      amounts paid that exceed the fair value of the shares as
                      determined by the court, plus interest. The costs and
                      expenses of the proceeding, including the expenses and
                      compensation of any appraisers, will be determined by the
                      court and assessed against Nature Vision, except that the
                      court may, in its discretion, assess part or all of those
                      costs and expenses against any shareholder whose action in
                      demanding supplemental payment is found to be arbitrary,
                      vexatious or not in good faith. The court may award fees
                      and expenses to an attorney for the dissenting
                      shareholders out of the amount, if any, awarded to the
                      shareholders. Fees and expenses of experts or attorneys
                      may also be assessed against any person who acted
                      arbitrarily, vexatiously or not in good faith in bringing
                      the proceeding.

           Shareholders considering exercising dissenters' rights should bear in
mind that the fair value of their shares determined under sections 302A.471 and
302A.473 of the Minnesota Business Corporation Act could be more than, the same
as or less than the consideration they would receive if they did not seek
appraisal of their shares and instead, sold their shares on the open market.


                                       68
<PAGE>


           Cash received pursuant to the exercise of dissenters' rights may be
subject to federal or state income tax. Any holder who fails to comply fully
with the statutory procedure summarized above will forfeit that shareholder's
dissenters' rights.

                            BUSINESS OF PHOTO CONTROL

OVERVIEW

           Photo Control is engaged in three industries. It designs,
manufactures, and markets: (a) professional photographic equipment; (b) Bookendz
docking station for the Apple PowerBook, IBook and IPod; and (c) specialized
equipment for video conference and presentation markets.

           Photo Control Corporation was organized as a Minnesota corporation in
1959. Photo Control acquired all of the outstanding stock of Norman Enterprises,
Inc. ("Norman"), a California corporation, in 1973. In June 1983, Photo Control
acquired all of the outstanding stock of Nord Photo Engineering, Inc. ("Nord"),
a Minnesota corporation. In October 1997, Norman's manufacturing operations were
moved to Minnesota and the land and building in California was sold. In October
1998 the remaining sales and service facility was closed and moved to
Minneapolis. Effective January 1, 1998 Photo Control liquidated both
subsidiaries and transferred the assets to Photo Control Corporation, the parent
company.

           Photo Control designs, manufactures, and markets professional Camerz
film and digital cameras, photographic accessories, Norman electronic flash
equipment and Lindahl photographic accessories. In October 2000, Photo Control
acquired a non-photographic line, the Bookendz docking station for Apple
PowerBook, IBook and IPod. In January 2004, Photo Control purchased the Vaddio
product line which is specialized video camera equipment and controls used in
the video conferencing and presentation market. No new Nord photographic package
printers have been sold in the last four years. However, to the extent
available, service parts and replacement lenses are sold.

PRODUCTS

           Photo Control designs, manufactures and markets professional Camerz
film and digital cameras, photographic accessories, Norman electronic flash
equipment, and the Lindahl product line which consists of lens shades, light
filters and flash brackets. All products are manufactured in our existing
facility and distributed by use of our employee salesmen and five independent
representatives for the Lindahl dealers. In October 2000 Photo Control purchased
the Bookendz docking station for Apple PowerBook, IBook and IPod. The Bookendz
product line is manufactured in our existing facility and distributed by use of
our employee salesmen to end users and resellers of Apple products.

           The principal market for Photo Control's Camerz film and digital
camera equipment is the sub-segment of the professional photography market
requiring high-volume equipment, such as elementary and secondary school
photographers. The market with respect to the Norman electronic flash equipment
and Lindahl lens shades is broader, extending to all professional photographers
and to experienced amateur photographers. The market for the Bookendz docking
station is the owner of the Apple PowerBook, IBook and IPod. The geographic
market in which Photo Control competes with respect to film and digital camera
equipment, flash equipment and lens shades consists of the entire United States
and, to a lesser extent, some foreign countries. The Bookendz docking station is
sold internationally, although substantially all sales are in the United States.

           Photo Control markets most of its Camerz cameras, Norman electronic
flash and lighting equipment, Lindahl lens shades and photographic accessories
through its four employee salesmen and through the part-time use of service
employees. In addition, five independent representatives are used to sell the
Lindahl product line. These products are marketed primarily under the
tradenames, "Camerz, " "Norman" and "Lindahl. " Bookendz products are marketed
by use of the same employees that are used for the photographic products. It is
expected that the sales force will remain at the current level during 2004.


                                       69
<PAGE>


           In 2003 Photo Control introduced a five and a 14 mega pixel digital
camera. A 14 mega pixel camera back which fits onto the Camerz ZII and ZIII film
cameras was also introduced. The five mega pixel camera uses a Sony sensor and
the 14 mega pixel camera uses a Kodak sensor. In the Norman product line the D12
and D24 series 900 power supplies were introduced which are used with standard
AC power. vTwo new series of softboxes were introduced, the Norman battery
portable and the Norman umbrella type softboxes. In the Lindahl product line the
GoPod, a body mounted camera holder, aimed at the sport photographer was
introduced. A dock for the Apple twelve inch Powerbook was introduced in May
2003. In 2004 a dock for the 15 inch Powerbook will be introduced.

           Materials required for Photo Control's photographic equipment consist
primarily of fabricated parts, lenses, electronic components, and lights, most
of which are readily available from numerous sources. Material for the Bookendz
product consists primarily of electronic components and fabricated parts, which
are readily available.

           The photographic equipment business is somewhat seasonal, with a
larger volume of sales from March through October. Historically, the Bookendz
product has less sales volume in the summer months.

           Photo Control believes that its working capital needs are typical to
the industry. The nature of Photo Control's business does not require that it
provide extended payment terms to customers. Photo Control maintains an
inventory of raw material and finished products and permits customers to return
only defective merchandise.

           During the years ended December 31, 2003 and 2002, Photo Control
derived 16.3% and 17.2%, respectively, of its sales from an unaffiliated
customer, Lifetouch Inc. and its affiliates. During the 2 years ended December
31, 2003 and 2002, 6.5% and 6.2%, respectively, of Photo Control's sales were
from another unaffiliated customer, CPI Corp. During the years ended December
31, 2003 and 2002, 12.1% and 14.0%, respectively, of it sales were from a third
unaffiliated customer, PCA National, Inc. The dollar amount of backlog believed
by Photo Control to be firm at December 31, 2003 and 2002, is $1,470,000 and
$360,000, respectively. Photo Control anticipates that it will be able to fill
all current backlog orders during the fiscal year ending December 31, 2004. No
material portion of Photo Control's business is subject to renegotiation of
profits or termination of any contract or subcontract at the election of the
United Sates federal government. Photo Control has no operations based outside
of the United States. During each of the last three years ended December 31,
2003, slightly less than five percent of Photo Control's sales were derived from
export sales.

INTELLECTUAL PROPERTY

           When Photo Control acquired the Bookendz product line in 2000, we
also acquired the exclusive license right to patent number 5,186,646. The patent
provides for multiple ports or connections which allows for easy and quick
connection between two devices. Also in 2000, utility patent number 6,024,461
and design patent number 428,661 were issued for a lamphead having a
multi-positional base and removable mountable reflector flashtube assembly. The
patented lamphead is used in the Norman flash equipment product line and allows
for interchange of the flashtube assembly on the lamphead. Photo Control
received U.S. Patents Nos. 5,294,950 on March 15, 1994 and 5,812,895 on
September 22, 1998 for an identification system for automated film and order
processing including machine and human readable code.

           Photo Control is the owner of the registered trademarks "Camerz, "
"Norman, " "Lindahl" and "Bookendz" and the logo-type designs used in connection
with the sale of photographic equipment under those names.

           Although Photo Control's patents and trademarks are valuable, they
are not considered to be essential to Photo Control's success. Innovative
application of existing technology along with providing efficient and quality
products are of primary importance.

           Photo Control has entered into agreements with employees which
agreements grant Photo Control an exclusive right to use make and sell
inventions conceived by employees during their employment with Photo Control. We
believe that the right to use, make and sell such inventions adequately protects
us against any employee who might claim an exclusive proprietary right in an
invention developed while the employee was employed by Photo Control.


                                       70
<PAGE>


COMPETITION

           Primary methods of competition for Photo Control's products are
product performance, reliability, service, and delivery. Because of varying
product lines, Photo Control is unable to state accurately its competitive
position in relation to such competitors. The Camerz film cameras have no known
competitor, however, the digital cameras compete with the digital professional
cameras sold by Kodak, Fuji and Nikon. In the somewhat broader market in which
the Norman professional studio electronic flash equipment competes, there are
approximately 10 significant competitors, several of which are well established.
Photo Control is unable to state accurately Norman's overall competitive
position in relation to such competitors. Norman's dominant competitors are
Broncolor, Dynalite, White Lighting, Photogenic, ProFoto and Speed-O-Tron. The
Lindahl line has one known competitor, Jones Brackets, Inc. Bookendz docking
stations have no known competitors.

RESEARCH AND DEVELOPMENT

           For the years ended December 31, 2003 and 2002, Photo Control spent
$861,000 and $601,000, respectively, on research activities relating to the
development of new products, services, and production engineering. Photo Control
intends to maintain its 2003 level of spending on research and development in
2004. It is anticipated that the life cycle of digital products will be shorter
than the film based products of the past and a higher level of spending will be
required.

GOVERNMENT REGULATION.

           Federal, state and local laws and regulations, including those with
respect to the environment, have had no material effect on Photo Control's
capital expenditures, earnings, or respective competitive positions.

EMPLOYEES

           As of March 31, 2004, Photo Control had 52 full time employees and
four part time employees. Photo Control utilizes subcontract personnel on a
temporary basis to supplement its regular work force, which totaled one person
as of March 31, 2004.

PROPERTIES

           Photo Control's principal property is located at 4800 Quebec Avenue
North, Minneapolis, Minnesota. The building at that location consists of 55,000
square feet and is located on three and one-half acres of land. The building was
constructed in 1971 and was purchased in 1980. Extensive remodeling has been
done to meet the specific needs of Photo Control. Photo Control first occupied
the building during the fall of 1980, and uses the building for the
manufacturing of all its products and as corporate offices.

           Photo Control believes its present facilities are adequate for its
current level of operation and provide for a reasonable increase in production
activities.





                                       71
<PAGE>


               PHOTO CONTROL MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

           Photo Control Corporation is a manufacturer of professional
photographic equipment, Bookendz docking stations and Vaddio cameras and
controls. There are three photographic product lines: long-roll film and digital
cameras, electronic flash equipment and lens shades. All three product lines are
used primarily for high volume portrait, commercial and school photography.
Photo Control continues to offer service parts and support on a fourth line of
photographic package printers. However, because this product is technologically
obsolete, no new printers have been sold in the last four years. The Bookendz
products are docking stations for the Apple Powerbook, Ibook and Ipod. The
Vaddio product line is specialized cameras and controls used in the video
conferencing and presentation markets. The products are sold through a dealer
network that resells and installs the equipment. The end users are a variety of
businesses and various organizations that wish to utilize video conferencing.
Schools and churches are a significant share of the presentation market.

           In recent years there has been a consolidation in the markets served
by Photo Control's photographic equipment, resulting in excess capacity and
sales to fewer customers. Sales are highly concentrated to several high volume
studio and school photographers. For the years ended December 31, 2003 and 2002,
three customers comprised 34.9% and 37.4%, respectively of sales.

           Sales by other companies of consumer digital cameras and products
have increased significantly over the last several years. However, the
professional photographic markets have experienced a slow gradual increase for
digital products with the lower volume individual wedding and studio
photographers purchasing high-end professional cameras from such companies as
Kodak, Fuji and Nikon. This trend has yet to emerge in the high volume
professional photographers, which is the market Photo Control primarily serves.
Beginning in 1998, sales of new film cameras decreased significantly because
professional photographers would either make new investments in digital products
or buy used film equipment. As a result, Photo Control's camera sales have
declined in recent years. Photo Control offers several digital camera products
and in 2003 introduced three new camera products, a five mega pixel camera, a 14
mega pixel camera and a 14 mega pixel camera back; however, shipments of
production units did not begin until 2004. Management believes that newer
digital products will offset the decline in sales of film cameras and increase
sales in future years.

           Photo Control's electronic flash equipment is of high quality,
premium priced, and targeted at high volume photographers. Lighting
considerations are similar for both digital and film photography. During 2002
Photo Control began to distribute a low priced line of lights imported from
China. Also, at the end of 2002, a new high quality, lower priced monolight was
brought to market. During 2003 a new lower priced line of digital floor power
supplies was introduced with shipments of production units beginning in 2004.
Photo Control expects its new products coupled with its older products will
satisfy a broader spectrum of the lighting market.

           The lens shade product line also includes light filters and brackets
that are used to attach the special effect shades and filters to professional
medium format cameras. Both the lens shade line and photographic printer service
parts account for less than eight percent of sales in 2003 and 2002.

           The Bookendz docking stations allow owners of Apple Powerbooks,
Ibooks and Ipods to remove the device from the dock for travel and upon return,
dock the device without having to make a connection for each individual
peripheral device. Apple constantly changes the configuration of their equipment
and the docks are frequently redesigned and retooled to accommodate these
changes.

           Photo Control has developed new digital products in an effort to
offset the decline in sales of film based products. However, it is unknown the
effect to which this strategy will be successful. In addition, Photo Control has
attempted to diversify outside the photographic market by purchasing the
Bookendz docking product line in 2000 and the Vaddio product line in January
2004.


                                       72
<PAGE>


CRITICAL ACCOUNTING POLICIES

           The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect reported amounts. The more significant
estimates include reserves for obsolete inventory, reserves for warranty and the
carrying value of intangible assets.

           In assessing the ultimate realization of inventories, management is
required to make judgments as to future demand requirements and compare them
with the inventory levels. Reserve requirements increase as projected demand
decreases due to market conditions, technological and product life cycle
changes. Photo Control has experienced significant changes in reserves in recent
periods due to photography switching from film to digital capture and
consolidation of customers resulting in excess capacity and declining
requirements for equipment. Such estimates are difficult to make under current
volatile economic conditions and it is possible significant changes in required
inventory reserves may continue to occur in the future.

           Warranty reserves are determined by applying historical claim rate
experience to the current installed base of equipment. Historical claim rates
are developed using four years of actual warranty expense to establish the
reserve requirement for any given accounting period.

           The intangible assets consist of the patent for the Bookendz docking
station and goodwill for the Vaddio product line acquisition. The patent is
being amortized over a five-year period, however, if significant changes would
occur to the estimated future cash flow of the product sales under the patent
right, or from the Vaddio product line, an additional write down would be
determined based on the reduction of such cash flows.

OFF BALANCE SHEET FINANCING ARRANGEMENTS

           As of March 31, 2004 there are no off-balance sheet arrangements,
unconsolidated subsidiaries and commitments or guarantees of other parties.

RESULTS OF OPERATIONS

           THREE MONTHS ENDED MARCH 31, 2003 AND 2004.

           The following table presents selected items from Photo Control's
Statements of Operations expressed as percentages of sales for the three month
period indicated:

                                            THREE MONTHS ENDED MARCH 31

--------------------------------------- ---------------------- -----------------
                                                2004                 2003
--------------------------------------- ---------------------- -----------------

--------------------------------------- ---------------------- -----------------
Sales                                           100.0%               100.0%
--------------------------------------- ---------------------- -----------------
Gross Margin                                      7.1%                16.4%
--------------------------------------- ---------------------- -----------------
Marketing & Administrative                       35.2%                31.7%
--------------------------------------- ---------------------- -----------------
Research, Development & Engineering              12.5%                14.0%
--------------------------------------- ---------------------- -----------------
Income(Loss) Before Taxes                       (40.7)%              (29.3)%
--------------------------------------- ---------------------- -----------------
Net Income (Loss)                               (40.7)%              (21.5)%
--------------------------------------- ---------------------- -----------------

           Sales for the first quarter ended March 31, 2004 were $1,626,000, an
increase of 10.5% and $155,000 from the first quarter in 2003. Photographic
products sales decreased $75,000 which consisted of a camera product line sales
decrease of $186,000, a printer product line sales increase of $25,000, a flash
equipment product line sales increase of $133,000, and a Lindahl shades product
line sales decrease of $47,000. For the first quarter of 2003, $199,500 of
digital cameras were sold to one customer, however no digital cameras were sold
to this customer for the first quarter of 2004. This customer has reordered and
it is expected that shipment will begin in July 2004. The increased sales in the
flash equipment product line is due to an increase in sales of the monolights.
The monolight was a new product in 2003 with sales starting in the first quarter
of 2003. The Bookendz dock product line sales decreased $141,000 during the
first quarter of 2004 compared to the first quarter of 2003. This decrease was
the result of a loss of distribution and not having certain models available for
sale during the whole quarter. Sales of the


                                       73
<PAGE>


Vaddio product line, acquired on January 5, 2004 were $371,000. This product
line is used for the video conferencing and presentation markets. Management
expects that Vaddio product sales will increase in future periods.

           The gross profit margin for the first quarter of 2004 decreased to
7.1% compared to 16.4% from the first quarter of 2003. Gross margin varies
depending upon the volume of sales and the product mix. In the first quarter of
2004 an additional provision for obsolescence over the first quarter of 2003 was
made in the amount of $224,000. Sales and orders of film camera equipment have
not met expectations and the inventory was reviewed for potential additional
unsalable inventory. The warranty reserve was reviewed based on the last two
years actual warranty expense and adjusted down by $80,000. In addition the
product mix between the lower photographic gross margin sales and the higher
Bookendz gross margin sales changed in 2004 compared to 2003.

           Research, development and engineering expenses decreased by $3,000
and marketing and administrative expenses increased $106,000 for the first
quarter of 2004 compared to the first quarter of 2003. The increase in marketing
and administrative expense reflects increased sales and marketing activity for
the new Vaddio line. Four of the seven Vaddio personnel hired are employed in
marketing and administrative. Promotion and tradeshow activity also increased
for the Vaddio line.

                 TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2003.

           The following table presents selected items from Photo Control's
Statements of Operations expressed as percentages of sales for the year
indicated:

                                             YEAR ENDED DECEMBER 31

--------------------------------------- -------------- ----------------
                                              2003           2002
--------------------------------------- -------------- ----------------

--------------------------------------- -------------- ----------------
Sales                                      100.0%          100.0%
--------------------------------------- -------------- ----------------
Gross Margin                                19.6            23.5
--------------------------------------- -------------- ----------------
Marketing & Administrative                  23.0            17.2
--------------------------------------- -------------- ----------------
Research, Development & Engineering         14.6             7.8
--------------------------------------- -------------- ----------------
Gain on Sale of Land and Building            0.0            (1.2)
--------------------------------------- -------------- ----------------
Income(Loss) Before Taxes                  (18.0)            0.0
--------------------------------------- -------------- ----------------
Net Income (Loss)                          (16.3)            2.2
--------------------------------------- -------------- ----------------

SALES

           Total sales in 2003 decreased $1,824,000 compared to 2002. Camera
sales decreased by $1,049,000 in 2003, primarily due to a decrease in sales to
the three major customers discussed in NOTE 10 TO NOTES TO AUDITED FINANCIAL
STATEMENTS OF PHOTO CONTROL CORPORATION, whose purchases declined by a total of
$758,000 in 2003 compared to 2002. In addition to the continuing downward sales
trend of film cameras in 2003, a supplier of digital camera sensors discontinued
that segment of its business which caused a decrease in camera sales in 2003
compared to 2002. Although the three new digital camera products were introduced
in 2003, production units were not available until 2004. Sales of the Bookendz
product line decreased $541,000. In January 2003, Apple introduced two new
Powerbooks, a 12 and a 17 inch model. Photo Control did not have 12 inch docks
available for shipment until May and is evaluating the market for 17 inch docks.
In July 2003, Apple introduced a new 15 inch Powerbook and Photo Control began
shipping docks for this model in February 2004. Lighting sales decreased by
$61,000. The two other products, Lindahl shades and Nord printer parts which
account for 7.4% of sales, decreased by $173,000 in 2003 as compared to 2002.


                                       74
<PAGE>


GROSS MARGINS

           Gross margins were 19.6% and 23.5% for the years ended December 31,
2003 and 2002, respectively. Because of low sales volume in 2003 there was an
under absorption of manufacturing overhead of $759,000 compared to an under
absorption of $662,000 in 2002. If Photo Control successfully increases its
sales in 2004, the gross margins will increase due to the elimination of excess
plant capacity and under absorbed overhead. The gross margin on the Norman
product line accounted for approximately one-half of the gross margin change
from 2003 to 2002 because of the sales of lower priced and margin products in
2003 compared to 2002. However, gross margins are expected to fluctuate on a
quarterly basis because of product mix changes and the seasonality of sales.

MARKETING AND ADMINISTRATIVE

           Marketing and administrative expenses were $1,358,843 and $1,330,639
for the years ended December 31, 2003 and 2002, respectively. As a percentage of
sales, marketing and administrative expenses have increased to 23.0% in 2003
from 17.2% in 2002. Marketing and administrative expense increased as a
percentage of sales from 2003 to 2002 because the expenses did not decrease
proportionally with the sales decreases. The increase in dollar amounts in 2003
compared to 2002 reflect increased marketing expenses of $106,343 which was
offset by lower administrative costs for a net increase of $28,204. In an
attempt to increase sales, higher advertising, trade show and direct calling
promotion expenses were incurred.

RESEARCH, DEVELOPMENT AND ENGINEERING

           Research, development and engineering expenses were $861,589 and
$601,360 for the years ended December 31, 2003 and 2002, respectively. In 2003,
spending increased $260,229 compared to 2002. This increase was to develop three
new digital camera products. In 2004, Photo Control will continue to spend at
approximately the 2003 level.

QUARTERLY RESULTS

           Seasonal demand for Photo Control's products results in relatively
higher sales in the second and third quarters.

INCOME TAXES

           As of March 31, 2004, Photo Control's deferred tax asset of
$1,100,000 is fully reserved. At December 31, 2003, the deferred tax asset of
$855,000 was fully reserved. In 2003, Photo Control used all of its tax loss
carry back, which resulted in a benefit of $96,000 for income taxes. In 2002,
Photo Control carried its tax loss back and received an income tax benefit of
$190,000.

LIQUIDITY AND CAPITAL RESOURCES

           Cash decreased by $930,000 and $10,692 for the three months ended
March 31, 2004 and the twelve months ended December 31, 2003, respectively. The
decrease in cash for the three months ended March 31, 2004 was due to $478,000
of negative cash flow from operations, $68,000 of capital equipment expenditures
and $468,000 for the purchase of the Vaddio product line. The decrease in cash
during the twelve months ended December 31, 2003 was due to a net loss from
operations of $964,471, which was offset by non cash charges for depreciation,
amortization and reserve for obsolescence of $501,490, a decrease in inventory
of $469,471, a decrease in refundable income taxes of $112,536 and other changes
in working capital netting to $88,881, resulting in net cash provided by
operating activity of $207,907.

           As of March 31, 2004, working capital was $4,973,345, a decrease of
$861,083 from December 31, 2003, primarily as a result of decreased cash and
increased accounts payable. As of December 31, 2003, working capital was
$5,834,428, a decrease of $692,146 from December 31, 2002, primarily as a result
of decreased inventory.


                                       75
<PAGE>


           Capital expenditures were $68,204 for the three months ended March
31, 2004, $22,776 for the three months ended March 31, 2003, $28,966 in 2003 and
$20,232 in 2002. Photo Control estimates that additional capital investments for
property and equipment will be approximately $100,000 in 2004.

           Photo Control has an unsecured line of credit for $1,000,000 at the
prime rate of interest. At December 31, 2003, there were no borrowings under the
line. The line expires on June 30, 2004.

           The Company believes that its cash flow from future operations and
available borrowing capacity will be sufficient to finance operations and
capital requirements. However, if losses continue into the future, there is no
assurances that additional cash and borrowings will be available to the Company.

EFFECTS OF INFLATION

           Photo Control believes that the effect of inflation has not been
material during the three months ended March 31, 2004 or during each of the
years ended December 31, 2003 and 2002.

GAIN ON SALE OF LAND AND BUILDING

           In 2002, Photo Control sold its 5,000 square foot building and
related land in Hinckley Minnesota that had been under a lease for the last four
years which resulted in a gain of $90,055.























                                       76
<PAGE>


                            BUSINESS OF NATURE VISION

OVERVIEW

           Nature Vision is a company that is engaged in the following
activities:

           o          The design, development, manufacture and marketing of
                      outdoor recreation products specifically focused towards
                      the sport fishing and hunting markets.

           o          The adaptation of their outdoor recreation products and
                      core technologies for sale into industrial markets
                      including water well video inspection, automotive
                      inspection systems and the security market.

Nature Vision was incorporated under the laws of the State of Minnesota in 1999.

PRODUCTS

UNDERWATER VIEWING SYSTEMS

           Nature Vision manufactures and markets a family of products called
underwater viewing systems that are sold under the trade name "Aqua-Vu." Nature
Vision is credited as the creator of the underwater viewing system product
category and was the first to market a self-contained underwater viewing system.
An underwater viewing system consists of a submersible video camera with
internal lighting and a hand held monitor-viewing device with a battery power
supply. With the use of attachable weights and fins, the underwater camera can
be lowered into a body of water and used to look in the direction a boat is
traveling. In the past the Aqua-Vu systems have relied on cathode ray tube (CRT)
display technology which required a sunshield to shadow the display. In 2004,
Nature Vision will begin to market Aqua-Vu systems that incorporating a
proprietary sunlight viewable liquid crystal display (LCD) technology that will
allow multi-person viewing. The LCD technology will also allow Nature Vision to
sell color-viewing in addition to black and white systems. The 2004 Aqua-Vu
systems also incorporate "on-screen display" information, including the water
temperature at the camera, camera depth and camera direction. The Aqua-Vu
systems range in price from $199 to $1,999.

HUNTING PRODUCTS

           Nature Vision also sells products for the recreational hunting
market. These products include "Game-Vu" camera systems and "Woodland Whisper"
hearing enhancers. The Game-Vu camera system uses a proprietary digital camera
designed to capture images of game as it walks by the device. The camera system
incorporates a passive infrared (PIR) body heat sensor to detect the animal,
which triggers the Game-Vu system to take a photograph and record the time and
date on the image. In addition, the Game-Vu system uses invisible infrared light
to illuminate the animal in the dark and includes a hand-held video viewing
monocular to view the images in the field. The Woodland Whisper hearing
enhancers aid wild turkey hunters, by detecting distant game calls, and deer and
elk hunters, by amplifying the sounds of approaching prey.

FISHING PRODUCTS

           In 2003 Nature Vision introduced a product for the ice fishing market
called the "Buzz Stix." A Buzz Stix ice fishing rod incorporates a miniature
vibrating motor activated with a push button switch. Fish tend to be inactive
during the winter, but successful ice fishermen have learned that a very slight
jigging action is useful to lure fish into striking a bait. The Buzz Stix
technology allows amateur anglers to duplicate this "micro-jigging" action.
Nature Vision recorded sales of over 40,000 Buzz Stix ice fishing rods in 2003,
more than any other ice fishing rod on the market that year. In 2004, Nature
Vision plans to expand the Buzz Stix ice fishing rod product line. An automatic
jigging Buzz Stix ice fishing rod that incorporates a small micro processor and
three pre-programmed jigging routines will be introduced, as well as the Hot
Stix ice fishing rod with a heated handle.


                                       77
<PAGE>


INDUSTRIAL PRODUCTS

           Nature Vision has adapted its underwater viewing technology for use
in the water well inspection industry. It sells a line of cameras under the
trade name "Well-Vu." Nature Vision currently designs and builds Well-Vu
underwater viewing systems that are submersible to 1,000 feet. In addition,
Nature Vision sells viewing system products called "Tool-Vu" and "Mini-Vu" for
use in automotive and building inspections.

PIDS (PERSONAL INFORMATION DELIVERY SYSTEM)

           In connection with marketing its current product lines, Nature Vision
has developed the "PIDS" (personal information delivery system) point-of-sale
video kiosk system for use by retailers. The PIDS video kiosk system uses a
10.5" touch-screen LCD to display one of nine informational video clips selected
by a customer. When a selection is made, the PIDS plays a two-minute video
presentation. The PIDS video kiosk system incorporates a MPEG4 media card, which
can be updated in minutes. Nature Vision plans to introduce the PIDS video kiosk
system in fall 2004.

MARKETS AND MARKETING

           In North America there are estimated to be over 65 million sport
fishermen and over 28 million hunters. According to the NATIONAL SURVEY OF
FISHING, HUNTING AND WILDLIFE ASSOCIATED RECREATION published by the U.S.
Department of Interior, Fish & Wildlife Service, annual United States equipment
sales of fishing and hunting equipment exceeds $64 billion. Nature Vision
estimates that fewer then 125,000 underwater viewing systems are currently in
use, of which approximately 75% are Aqua-Vu underwater viewing systems. Now that
underwater viewing systems have broad acceptance in the sports fishing industry,
Nature Vision believes the product line has significant growth potential. Nature
Vision's marketing strategy involves expanding the use of Aqua-Vu underwater
viewing systems while developing related products with different uses, such as
the Well-Vu, Tool-Vu and Micro-Vu viewing systems. In addition Nature Vision
intends to continue to develop innovative products for the fishing and hunting
industry and to market the products to an ever-increasing base of consumers.

           Nature Vision uses independent sales representatives to market its
products to retailers that cater to fishing and hunting enthusiasts, including
traditional sporting goods chains, such as Bass Pro, Cabela's, Gander Mountain
and Mills Fleet Farm, as well as independent sporting goods stores. It is also
exploring placing its products with traditional mass merchandise retailers to
expand its retail presence and raise consumer awareness. Besides selling its
viewing systems and other hunting and fishing products through these retailers,
management believes that these stores are candidates for the PIDS video kiosk
system.

MANUFACTURING

           Components comprising Nature Vision's product line are produced to
specification by suppliers located in Asia. Nature Vision uses approximately six
suppliers for raw materials and components, and has identified alternative
sources for key items. Nature Vision employees assemble the products at its
Brainerd, Minnesota facility.

COMPETITION

           Nature Vision's Aqua-Vu systems compete with underwater cameras sold
by several small companies. Nature Vision also faces competition from
manufacturers of sonar and global positioning system (GPS) devices. Sonar
devices detect schools of fish and, at times, individual fish, and can provide
information about lake and river bottom contours. GPS devices allow fishers to
"mark" spots where fish are located and then easily find them again. Nature
Vision also faces potential competition from large consumer and marine
electronics companies as well as established companies offering fishing and
hunting equipment.


                                       78
<PAGE>


PATENTS AND TRADEMARKS

           Nature Vision holds 10 patents and has three patent applications
pending. There is no guarantee that others may not copy any of Nature Vision's
products in whole or in part to produce a product similar in design and purpose.
Patent protection of Nature Vision's products does not imply that they will
recognize any substantial, competitive edge in the marketplace.

           Nature Vision also holds various trademarks, including Aqua-Vu,
Game-Vu, Tool-Vu, Mini-Vu, Woodland Whisper, Buzz Stix, Hot Stix and PIDS.
Nature Vision considers these trademarks important in assuring consumer
recognition of its products.

REGULATION

           Nature Vision's operations and products are not subject to
significant government regulations other than those regulations applicable to
businesses generally. When they were introduced in 1998 the Aqua-Vu systems were
the subject of proposed legislation to ban the devices in Minnesota, but the
legislation was never enacted.

EMPLOYEES

           As of April 30, 2004, Nature Vision employed 18 persons, consisting
of 17 full-time employees and one part-time employee.

PROPERTIES

           Nature Vision owns a 35,000 square foot facility located at 213 NW
4th Street, Brainerd, Minnesota. The facility includes administrative,
manufacturing, research and development, sales, accounting and customer service
departments and encompasses approximately 25,000 square feet. The balance of the
space is leased to unrelated parties.

               NATURE VISION MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

           Nature Vision is a company that is engaged in the design,
development, manufacture and marketing of outdoor recreation products
specifically focused towards the sport fishing and hunting markets. The company
has also adapted its outdoor recreation products and core technologies for sale
into industrial markets including water well video inspection, automotive
inspection systems and the security market. Nature Vision manufactures and
markets a family of products called underwater viewing systems and sold under
the trade name Aqua-Vu. Nature Vision also seeks to design products that not
only meet its customers' technology expectations but also meet certain retail
price points. Nature Vision currently sells Aqua Vu systems that range in retail
price from $199 to $1,999. Nature Vision also markets a family of products into
the recreational hunting markets. These products include the Game-Vu camera
system and Woodland Whisper hearing enhancers. In 2003 Nature Vision introduced
the Buzz Stix ice fishing rod which incorporates a miniature vibrating motor
activated with a push button switch. Nature Vision has applied for patents on
the Buzz Stix product. In 2004 Nature Vision will expand the Buzz Stix product
line to include a line of automatic jigging Buzz Stix ice fishing rod
incorporating a small micro processor and three pre-programmed jigging routines.
In addition Nature Vision will introduce its Hot Stix ice fishing rod with a
heated handle, for which it has filed a patent. Nature Vision has adapted its
underwater viewing technology for use in the water well inspection industry by
selling a line of cameras under the trade name of Well-Vu. Nature Vision
currently designs and builds Well-Vu systems that are submersible to 1,000 feet.
In addition, the industrial products division of Nature Vision sells vision
products called Tool-Vu and Mini-Vu for use in the automotive and building
trades inspection field, respectively.


                                       79
<PAGE>


CRITICAL ACCOUNTING POLICIES

           The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect reported amounts. The more significant
estimates include reserves for obsolete inventory, reserves for warranty and the
carrying value of intangible assets.

           In assessing the ultimate realization of inventories, Nature Vision
is required to make judgments as to future demand requirements and compare them
with the inventory levels. Reserve requirements increase as projected demand
decreases due to market conditions, technological and product life cycle
changes. Such estimates are difficult to make under current volatile economic
conditions and it is possible significant changes in required inventory reserves
may occur in the future.

           Warranty reserves are determined by reviewing historical claim rate
experience to establish the reserve requirement for any given accounting period.

OFF BALANCE SHEET FINANCING ARRANGEMENTS

           As of March 31, 2004 there were no off-balance sheet arrangements,
unconsolidated subsidiaries and commitments or guarantees of other parties.

RESULTS OF OPERATIONS

           THREE MONTHS ENDED MARCH 31, 2003 AND 2004.

           The following table presents selected items from Nature Vision's
Statements of Operations expressed as percentages of sales for the three month
period indicated:

                                    THREE MONTHS ENDED MARCH 31

                                        2004           2003
                                    -------------  -------------
Sales                                   100.0%        100.0%
Gross Margin                             32.1%         35.5%
Marketing & Administrative               21.0%         31.1
Income Before Taxes                       8.6%          1.8%
Provision for Income Taxes                3.1%          0.6%
Net Income (Loss)                         5.5%          1.2%

SALES

           Total sales in the first quarter of 2004 increased $529,980, or 26.6%
as compared with the same period in 2003. These quarterly results continue the
trend as Nature Vision continues to see double digit growth due to being the
dominant product in an emerging category.

GROSS MARGINS

           Gross margins were 32.1% and 35.5% for the three month periods ended
March 31, 2004 and 2003, respectively. Margins have decreased primarily due to
product mix fluctuations. Gross margins are expected to fluctuate on a quarterly
basis because of product mix changes and the seasonality of sales.


                                       80
<PAGE>


MARKETING AND ADMINISTRATIVE

           Marketing and administrative expenses were $529,365 and $619,246 the
three month periods ended March 31, 2004 and 2003, respectively. As a percentage
of sales, marketing and administrative expenses have decreased to 21.0% in the
first quarter of 2004 from 31.1% in the same period in 2003. The decrease was
due to a reduction in print advertising and trade show expenses.

           TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2003.

           The following table presents selected items from Nature Vision's
Statements of Operations expressed as percentages of sales for the year
indicated:

                                     YEAR ENDED DECEMBER 31

                                    2003                2002
                               -----------------  -----------------
Sales                               100.0%             100.0%
Gross Margin                         35.2               32.5
Marketing & Administrative           27.1               28.7
Income Before Taxes                   8.1                3.8
Provision for Income Taxes            2.8                1.6
Net Income (Loss)                     5.3                2.2

SALES

           Total sales in 2003 increased $1,339,000, or 17.5% as compared with
2002. As the dominant product in an emerging category Nature Vision continues to
see double digit growth.

GROSS MARGINS

           Gross margins were 35.7% and 32.5% for the years ended December 31,
2003 and 2002, respectively. Margins have increased primarily due to a reduction
in returns and allowances. This reduction was primarily due to product maturity
and minimal new product introduction. Gross margins are expected to fluctuate on
a quarterly basis because of product mix changes and the seasonality of sales.

MARKETING AND ADMINISTRATIVE

           Marketing and administrative expenses were $2,385,963 and $2,140,689
for the years ended December 31, 2003 and 2002, respectively. As a percentage of
sales, marketing and administrative expenses have decreased to 27.1% in 2003
from 28.7% in 2002. Marketing and administrative expenses did not increase
proportionally with the sales increases. In an attempt to increase sales, higher
advertising, trade show and direct calling promotion expenses were incurred.

QUARTERLY RESULTS

           Seasonal demand for Nature Vision's products resulting in relatively
higher sales in the fourth and first quarters of the calendar year.

INCOME TAXES

           Nature Vision's total provision for taxes was $78,000, $253,700 and
$121,000 for the three months ended March 31, 2004, fiscal 2003 and fiscal 2002,
respectively. These amounts include $174,600 for current tax liability and
$79,100 for deferred tax liability for 2003, and $3,400 for current tax
liability and $117,600 for deferred tax liability for 2002. Nature Vision
maintained a net deferred tax liability of $44,300 in 2003 and a net deferred
tax


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<PAGE>


asset of $34,800 in 2002. The effective tax rates for the three months ended
March 31, 2004, fiscal 2003 and fiscal 2002, were 36.1%, 34.8% and 41.9%,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

           Cash decreased by $78,039 during the three months ended March 31,
2004 and increased by $62,654 during the twelve months ended December 31, 2003.
The decrease in cash during the three months ended March 31, 2004 was due to the
purchase of fixed assets. The increase in cash during the twelve month period
ended December 31, 2003 was a result of net income from operations of $476,288,
which was enhanced by non cash charges for depreciation and amortization of
$193,237, and which was decreased by other changes in working capital netting to
$52,397 for net cash provided by operating activity of $617,128.

           Capital expenditures were $90,976 for the three months ended March
31, 2004, $28,873 for the three months ended March 31, 2003, $193,390 in 2003
and $244,310 in 2002. Nature Vision estimates that additional capital
investments for property and equipment will be approximately $243,000 in 2004.

           Nature Vision has a line of credit for $1,000,000 at the prime rate
of interest plus 0.5%, with a minimum interest rate of 5%. The line of credit is
secured by the accounts receivable, inventories, property and equipment and
expires on June 15, 2004. At March 31, 2004, there were no borrowings under the
line of credit.

           Nature Vision will need to secure a new line of credit with a limit
of $3,500,000, prior to the closing of the merger. Nature Vision believes that
its current cash position, its cash flow from operations and amounts available
from bank borrowing should be adequate to meet its anticipated cash needs for
working capital and capital expenditures during 2004. However, there is no
assurance that additional cash and borrowings will be available.

EFFECTS OF INFLATION

           Nature Vision believes that the effect of inflation has not been
material during the three months ended March 31, 2004 or during each of the
years ended December 31, 2003 and 2002.














                                       82
<PAGE>


                            PHOTO CONTROL MANAGEMENT

DIRECTORS, NOMINEE FOR DIRECTOR AND EXECUTIVE OFFICERS

           Our directors, nominee for director and executive officers are as
follows:

                                  DIRECTOR
NAME                      AGE       SINCE      POSITION
----                      ---       -----      --------
John R. Helmen.........    63        1997      Chief Executive  Officer and
                                                Chairman of the Board of
                                                Directors (Class III Director)
Christopher Lausen.....    42         --       Chief Financial Officer and
                                                Treasurer
Richard P. Kiphart.....    62        2001      Class I Director
Scott S. Meyers........    50        2000      Class II Director
John McMillan..........    62        2001      Class II Director
James R. Loomis........    76        1986      Class III Director

           JOHN R. HELMEN, has served as Photo Control's Chief Executive Officer
since April 2004 and as a Class III director since June 1997. Mr. Helmen was
appointed as Photo Control's Chairman of the Board of Directors in June 2001. He
had been Photo Control's President and Chief Executive Officer from 1997 through
June 2001. Mr. Helmen had been employed by Supra Color Labs, Inc. as Vice
President, Director of Sales and Marketing, from 1977 through 1979, President
from 1979 through 1993, and General Manager, after the sale of Supra Color to
Burrel Professional Labs, from 1993 until 1997. Mr. Helmen will serve as the
President of the combined company's photography division.

           CHRISTOPHER LAUSEN, has served as Photo Control's Chief Financial
Officer and Treasurer since May, 2003, and its Controller and Personnel Director
since April 2000. From April 1998 through April 2000, he served as an Accounting
Manager for GAF Materials Corporation, a manufacturer of building materials, and
as an Accounting Manager at Command Tooling Systems Incorporated, a manufacturer
of tool holding systems for the steel milling industry, from October 1987
through April 1998. Mr. Lausen will serve as the controller of the photography
division of the combined company.

           RICHARD P. KIPHART, has served as a Class I director since November
2001. He has been a principal in the investment banking firm of William Blair &
Company, L.L.C. since 1972. Mr. Kiphart joined William Blair in 1965, and has
been the principal in charge of the corporate finance department since 1995. Mr.
Kiphart currently serves as a director of Advanced Biotherapy and First Data
Corporation. He received his B.A. from Dartmouth College and his M.B.A. from
Harvard Business School. Mr. Kiphart will serve as a director of the combined
company.

           SCOTT S. MEYERS, has served as a Class II director since April 2000.
He is the former President and director member of Alliant Techsystems, Inc., an
aerospace and defense company. Mr. Meyers currently provides advisory services
to Alliant Techsystems, which he joined in March 1996 and served as Chief
Financial Officer until October 2000, when he became President. Mr. Meyers
previously served as Executive Vice President, Chief Financial Officer and a
director of Magnavox Electronic Systems Company, a manufacturer of defense
electronics products. Mr. Myers will resign as a director of Photo Control
concurrent with the closing of the merger.

           JOHN MCMILLAN, has served as a Class II director since September
2001. Mr. McMillan retired as President and Chief Executive Officer of Scotia
Technology, LLC, a manufacturer of products for digital imaging equipment,
medical devices and life support equipment in 1997. He had previously served as
Chairman of the Board and Chief Executive Officer of Merit Corp., the
predecessor to Scotia Technology. Mr. McMillan will resign as a director of
Photo Control concurrent with the closing of the merger.

           JAMES R. LOOMIS, has served as a Class III director since May 1986.
He retired in 1992 as Chairman of the Board and Chief Executive Officer of
Magnavox Electronic Systems Company, a manufacturer of defense electronic
products, where he had been employed since 1980 as an executive officer. Mr.
Loomis will resign as a director of Photo Control concurrent with the closing of
the merger.


                                       83
<PAGE>


COMPENSATION OF PHOTO CONTROL'S DIRECTORS

           Each director who is not a full-time employee of Photo Control
receives an annual retainer of $12,000. Also, a fee of $500 is paid to each
outside director for each board or committee meeting attended. Outside directors
are eligible for stock options, including cash bonuses upon certain option
exercises. Directors who are employees of Photo Control are not specifically
compensated for their duties as directors.

COMMITTEES AND MEETINGS OF PHOTO CONTROL'S BOARD OF DIRECTORS

           Photo Control's board of directors has an audit committee and a joint
compensation/nominating committee.

           Scott S. Meyers (Chairperson), James R. Loomis and Richard P. Kiphart
are the current members of the audit committee of the board of directors. Each
is an "independent director," as that term is defined in the rules promulgated
by the Nasdaq Stock Market. The audit committee represents the board in
discharging its responsibilities relating to our accounting, reporting and
financial control practices. The audit committee has responsibility for review
with management of our financial controls, accounting, and audit and reporting
activities. It annually reviews the qualifications and engagement of our
independent accountants, appoints the independent accountants, approves the
scope of and fees for their services, and reviews the results of their audit and
their management comment letters. Mr. Meyers is a "financial expert" as that
term is used in the Exchange Act.

           Effective May 10, 2004, Photo Control's board of directors expanded
the scope of the compensation committee by making it responsible for identifying
and selecting nominees for directors. The committee is now known as the
"compensation/nominating committee." Its composition remains unchanged - James
R. Loomis (Chairperson), Scott S. Meyers and John McMillan continue to comprise
the committee. Each of the committee members are independent under the rules
promulgated by the Nasdaq Stock Market. The committee's charter is posted on
Photo Control's website (www.photo-control.com).

           During 2003, the board of directors met four times. During 2003, the
audit committee met two times and the compensation met one time. Each director
attended, in person or by telephone, 75% or more of the aggregate total of
meetings of the board of directors and meetings of committees of the board of
directors on which the director serves.

PHOTO CONTROL'S AUDIT COMMITTEE REPORT

           The audit committee has reviewed and discussed with management, Photo
Control's audited financial statements for the year ended December 31, 2003. The
audit committee has also discussed with the independent auditors the matters
required to be discussed by the Statement on Auditing Standards No. 61 (SAS 61 -
Communication with Audit Committees), as amended, relating to the auditors'
judgment about the quality of the accounting principles, judgments and
estimates, as applied in their financial reporting.

           The audit committee has received the written disclosures from the
independent public accountants required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as amended,
that relates to the accountants' independence from Photo Control, and has
discussed with the independent public accountants their independence.

           Based on the reviews and discussions referred to above, the audit
committee recommended to the board that the audited financial statements,
referred to above, be included in the annual report on Form 10-K for the year
ended December 31, 2003 for filing with the Securities and Exchange Commission.

                               Scott S. Meyers (Chairperson)
                               James R. Loomis
                               Richard P. Kiphart


                                       84
<PAGE>


PHOTO CONTROL'S DIRECTOR NOMINATION PROCESS

           In addition to overseeing the compensation for directors, officers
and key employees of Photo Control, the compensation/nominating committee will
periodically review whether the size of the board is appropriate to oversee and
manage the company. If not, the committee will make an appropriate change to the
size of the board. The committee will also assess whether any director vacancies
are expected. If a board vacancy is likely to occur, then the committee will
consider candidates, including those known to the directors as well as
candidates recommended by management, search firms, shareholders and other
sources. The committee members will conduct the initial evaluation of
prospective directors and, if appropriate, follow-up by gathering information on
the candidates from third parties. One or more of the committee's members will
interview in person or by phone those prospective candidates which suit Photo
Control's needs. The board of directors as a whole will then evaluate the
candidates and make the final decision of who to nominate.

           When it seeks nominees for directors, the committee will look for
candidates who it believes will make contributions to the board's operations and
will represent the interests of Photo Control's shareholders. The committee will
generally consider a number of criteria when it is identifying and selecting
candidates, such as past accomplishments; expertise in areas important to Photo
Control's success; personal qualities; and whether the prospective candidate has
ample time to devote to Photo Control's affairs and will likely interact well
with the other board members.

           The board will consider recommendations by shareholders of nominees
for election as a director. Recommendations will need to be in writing,
including a resume of the candidate's business and personal background and
include a signed consent that the candidate is willing to be considered as a
nominee and will serve if elected. Shareholder recommendations will need to be
sent to Photo Control Corporation, c/o Corporate Secretary, 4800 Quebec Avenue
North, Minneapolis, MN 55428 763-537-3601. Shareholder recommendations for
nominees must be received no later than the date that shareholder proposals for
action at the annual shareholder meeting are due.

PHOTO CONTROL'S CODE OF BUSINESS CONDUCT AND ETHICS

           Each of Photo Control's directors and employees, including its
executive officers, are required to conduct themselves in accordance with
ethical standards set forth in the Code of Business Conduct and Ethics adopted
by the board of directors. The code is available on our website at
www.photo-control.com. Any amendments to or waivers from the code will be posted
on Photo Control's website.

COMMUNICATIONS WITH PHOTO CONTROL'S DIRECTORS

           The board of directors has adopted a process for shareholders to
communicate with directors. Shareholders may communicate with directors by
sending a letter to the following address:

                     Photo Control Corporation
                     c/o Corporate Secretary
                     Investor Relations
                     4800 Quebec Avenue North
                     Minneapolis, MN 55428

The Corporate Secretary reviews all letters received and sends a summary of the
correspondence to the board on a regular basis, together with copies of letters
that the Corporate Secretary believes require board attention. In addition, a
record of all letters received by Photo Control is maintained so that directors
may review specific correspondence.

EXECUTIVE OFFICERS OF PHOTO CONTROL AFTER THE MERGER

           Photo Control currently has two executive officers, John R. Helmen,
the Chief Executive Officer, and Christopher Lausen, the Chief Financial Officer
and Treasurer. Information about them is set forth above.


                                       85
<PAGE>


Following the closing of the merger, Photo Control intends to appoint Jeffrey P.
Zernov as President and Chief Executive Officer of Photo Control, Inc., and
Michael R. Day, as Chief Financial Officer of Photo Control, Inc. Biographical
and other information regarding them can be found in the description of Nature
Vision's management. Messrs. Helmen and Lausen will continue with the combined
company. Mr. Helmen will serve as President of the photography division and Mr.
Lausen will serve as Controller for the photography division.

PHOTO CONTROL'S SUMMARY COMPENSATION TABLE

           The following table shows, for the fiscal years ending December 31,
2001, 2002 and 2003, the cash and other compensation paid by Photo Control to
John R. Helmen, Photo Control's Chief Executive Officer, and Curtis R. Jackels,
the former President and Chief Executive Officer. No other executive officers'
total cash compensation exceeded $100,000 in the year ended December 31, 2003.

                                          ANNUAL COMPENSATION
          NAME AND PRINCIPAL            SALARY     BONUS(1)(2)    SECURITIES
          POSITION               YEAR     ($)        ($)      UNDERLYING OPTIONS
          ---------------------- ----   --------   --------   ------------------

          John R. Helmen(3)      2003   $31,269       --              --
          Chairman and CEO       2002   $41,150       --              --
                                 2001   $121,605    $66,000        50,000 shs.

          Curtis R. Jackels(4)   2003   $128,300      --              --
          President and CEO      2002   $130,000      --              --
                                 2001   $113,000    $66,000        30,000 shs.

(1)  The aggregate amount allocated for bonuses for a particular year is
     established by the Board of Directors and normally is equal to a percentage
     of Photo Control's corporate pretax profits for the year. Generally, an
     officer will receive a bonus if the individual meets the performance
     criteria determined by Photo Control's President.
(2)  All optionees, upon exercise of their non-qualified stock option, receive a
     cash bonus of 5% of the exercise price if exercised in the third year of
     the option; 10% if exercised in the fourth year and 40% if exercised in the
     fifth year.
(3)  Mr. Helmen was appointed Chief Executive Officer on April 14, 2002.
(4)  Mr. Jackels resigned as Chief Executive Officer on April 14, 2004, and as
     President on June 1, 2004.


PHOTO CONTROL OPTION GRANTS DURING FISCAL YEAR

           No stock options were granted to the named executive officers in
2003.


                                       86
<PAGE>


           The following table summarizes the stock option exercises during 2003
to or by the named executive officers and the value of all options held by the
named executive officers as of December 31, 2003.

AGGREGATED PHOTO CONTROL OPTION EXERCISES DURING YEAR ENDED DECEMBER 31, 2003
AND OPTION VALUES AT DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                            VALUE OF UNEXERCISED IN-THE-MONEY
                                             VALUE       NUMBER OF SECURITIES UNDERLYING                OPTIONS AT
                    SHARES ACQUIRED ON      REALIZED     OPTIONS AT DECEMBER 31, 2003 (#)      DECEMBER 31, 2003 ($)(2)
NAME                   EXERCISE (#)           ($)(1)       EXERCISABLE / UNEXERCISABLE        EXERCISABLE / UNEXERCISABLE
------------------ --------------------- -------------- ----------------------------------- -----------------------------------
<S>                         <C>               <C>                <C>                                   <C>
John R. Helmen              --                --                 36,667 / 33,333                       $23,400 / $0

Curtis R. Jackels           --                --                 30,000 / 20,000                       $23,400 / $0

</TABLE>
------------------
(1)     The value realized is determined by multiplying the number of shares
        exercised by the favorable difference between the exercise price per
        share and the closing bid price per share on the date of exercise.

(2)     The value of unexercised in-the-money options is determined by
        multiplying the number of shares subject to such options by the
        favorable difference between the exercise price per share and $2.36, the
        closing price per share on December 31, 2003.

CERTAIN TRANSACTIONS

           Richard P. Kiphart, a director of Photo Control, will purchase
$1,000,000 of Photo Control common stock. Mr. Kiphart's commitment to purchase
the Photo Control common shares is conditioned upon the consummation of the
merger. The purchase price will be the lower of: (a) 70% of the average closing
price per share of Photo Control's common stock on the Nasdaq SmallCap Market
during the 30-day period preceding April 15, 2004 or (b) 70% of the average
closing price per share of Photo Control's common stock on the Nasdaq SmallCap
Market during the 30-day period preceding the day prior to the closing of the
merger. Notwithstanding the foregoing, Mr. Kiphart has agreed not to pay less
than $1.53 per share.







                                       87
<PAGE>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER PHOTO CONTROL EQUITY COMPENSATION PLANS

           The following table sets forth certain information about Photo
Control common stock that may be issued upon the exercise of options as of
December 31, 2003 under the 1983 Stock Option Plan, which is Photo Control's
only equity compensation plan. The Board of Directors grants non-qualified stock
options to purchase shares of the Company's common stock to all eligible
participants, which includes officers, directors, and all employees. Option
prices of all the grants are not less than fair market value of Photo Control's
common stock at dates of grant. The options expire at the end of five years from
the date of grant and become exercisable over the last three years of the option
at a rate of 33 1/3 percent each year.:

<TABLE>
<CAPTION>
                                                                                                         NUMBER OF SECURITIES
                                                         NUMBER OF                                        REMAINING AVAILABLE
                                                      SECURITIES TO BE                                    FOR FUTURE ISSUANCE
                                                        ISSUED UPON              WEIGHTED AVERAGE            UNDER EQUITY
                                                        EXERCISE OF             EXERCISE PRICE OF         COMPENSATION PLANS
                                                        OUTSTANDING                OUTSTANDING                (EXCLUDING
                                                     OPTIONS, WARRANTS          OPTIONS, WARRANTS        SECURITIES REFLECTED
                 TYPE OF PLAN                            AND RIGHTS                 AND RIGHTS              IN COLUMN (A))
-----------------------------------------------     ---------------------      ---------------------     ----------------------
<S>                                                      <C>                          <C>                       <C>
                                                            (a)                        (b)                        (c)
Equity compensation plans approved by
      security holders                                      --                          --                        --

Equity compensation plans not approved by
      securities holders                                 269,000                      $2.62                     111,573
                                                    ---------------------      ---------------------     ----------------------
Total                                                    269,000                      $2.62                     111,573
                                                    =====================      =====================     ======================
</TABLE>

PHOTO CONTROL EXECUTIVE RETIREMENT PLAN

           In 1985, the Board of Directors adopted an Executive Retirement
Benefit Plan to provide retirement benefits to selected executives of Photo
Control. According to the plan the Board of Directors determines which key
executive employees may participate. Each participant who is vested or dies
while employed by Photo Control, shall be entitled to receive retirement
benefits payable monthly for not less than 15 years. In the event of the death
of a participant, payments will be made to the participant's beneficiary. If a
participant dies before reaching age 67, retirement benefits will be paid to the
beneficiary of the participant for 15 years or until the participant would have
reached the age 67, whichever is longer. The amount of the retirement benefits
to be paid each year is 20% of the projected annual salary of the participant at
age 67. The projected annual salary is equal to the salary the participant would
receive at age 67 if his salary on August 9, 1985 (the date of adoption of the
plan) was increased by 5% each year until the participant reached age 67. Photo
Control maintains a life insurance policy for the individuals covered under the
plan, the proceeds of which are intended to reimburse Photo Control for payment
of retirement benefits. Currently there are three retired participants who
receive or whose heirs receive a total of $73,301 annually.

           As part of a retention agreement with Curtis R. Jackels, the plan was
amended in March 2004 to provide that upon termination for any reason, Mr.
Jackels will immediately begin receiving the payments he would have otherwise
been entitled to receive under the plan if he had worked until age 65. The
annual amount of these payments is $48,534. The March 2004 amendment also
provided for certain other terms upon a change in control. In April 2004, the
plan was amended and restated so that a change in control of Photo Control would
have no effect on the benefits payable to him under the plan.


                                       88
<PAGE>


CHANGE IN CONTROL ARRANGEMENTS FOR PHOTO CONTROL

           The April 2004 amendment and restatement of Mr. Jackels' retention
agreement eliminated Photo Control's obligations to make certain payments upon
termination of his employment after a change in control. The amended retention
agreement provides for severance benefits so long as Mr. Jackels remained
employed by Photo Control until June 1, 2004. Those benefits include four
months' salary, payment of health, dental and life insurance premiums for 18
months, and transfer to Mr. Jackels of the company automobile that had been
provided for his use. Mr. Jackels resigned on June 1, 2004 and qualified for the
severance benefits.

                  PHOTO CONTROL'S COMPLIANCE WITH SECTION 16(A)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           Section 16(a) of the Securities Exchange Act of 1934 requires Photo
Control's directors and officers, and persons who own more than ten percent of a
registered class of Photo Control's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Photo Control's common stock and other equity
securities. Officers, directors and greater than ten-percent shareholders are
also required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file.

           To management's knowledge, based solely on review of the copies of
such reports furnished to Photo Control and written representations that no
other reports were required, during the year ended December 31, 2003, all
Section 16(a) filing requirements applicable to officers, directors and greater
than ten-percent beneficial owners were complied with in a timely manner.

                       PHOTO CONTROL INDEPENDENT AUDITORS

           The audit committee and the board of directors approved the
appointment of Virchow, Krause & Company, LLP as Photo Control's independent
auditor for the fiscal year ending December 31, 2004. Representatives of
Virchow, Krause & Company, LLP, who are expected to be present at the meeting,
will have an opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.

PHOTO CONTROL INDEPENDENT AUDITOR'S FEES

           The following table presents fees for professional services rendered
by Virchow, Krause & Company, for the audit of Photo Control's financial
statements for the years ended December 31, 2002 and December 31, 2003, and fees
billed by Virchow, Krause & Company, LLP for other services during those
periods:

                                                          2002          2003
                                                          ----          ----
           Audit Fees..........................          22,700        24,700
           Audit Related Fees..................            --            --
           Tax Fees............................           7,000         5,500
           All Other Fees......................            --            --
           Total...............................          29,700        30,200

           AUDIT FEES were for professional services for auditing and reviewing
Photo Control's financial statements, as well as for consents and assistance
with and review of documents filed with the Securities and Exchange Commission.

           AUDIT RELATED FEES were for professional services related to auditing
and reviewing Photo Control's financial statements, including advising Photo
Control as to complying with accounting policies and transactional planning.

           TAX FEES were for professional services for tax planning and
compliance.

           ALL OTHER FEES were for professional services not applicable to the
other categories.


                                       89
<PAGE>


PRE-APPROVAL POLICY FOR SERVICES OF PHOTO CONTROL INDEPENDENT AUDITORS

           The audit committee meets prior to filing any Form 10-Q or 10-K to
approve those filings. In addition, the committee meets to discuss audit plans
and anticipated fees for audit and tax work prior to the commencement of that
work. All fees paid to our independent auditors are pre-approved by the audit
committee. These services may include audit services, audit-related services,
tax services and other services. The Audit Committee has adopted a policy for
the pre-approval of services provided by the independent auditors, which is
attached as an exhibit to the Form 10-K for the fiscal year ended December 31,
2003.

                            NATURE VISION MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

           Set forth below is certain biographical information regarding those
persons who will serve as directors and executive officers of Photo Control
after the transaction.

                                      DIRECTOR
NAME                          AGE       SINCE      POSITION
Jeffrey P. Zernov.........     51        1998      President, Chief Executive
                                                        Officer and director
Michael R. Day............     42         --       Chief Financial Officer and
                                                        Chief Operating Officer
Anthony Capra.............     40        1998      Vice President and a director

           JEFFREY P. ZERNOV, has served as President, Chief Executive Officer
and a director of Nature Vision since 1998, when he founded the company. Mr.
Zernov also served as Chief Financial Officer from 1998 through 2002. In 1979,
Mr. Zernov founded Zercom Corporation, a defense electronics contractor, which
he sold to Communication Systems Inc. in 1990. Mr. Zernov served as Zercom's
Chief Executive Officer until 1996 and, in addition, from 1990 though 1996, he
established and served as President of the Zercom Marine division, a designer
and manufacturer of sonar products for sports fishing applications. Prior to
1979, Mr. Zernov served as a field promotion specialist with Lindy Tackle and
was a co-founder of In-Fisherman, a sports fishing publisher and producer of
television shows. Mr. Zernov will serve as President, Chief Executive Officer
and a director of the combined company.

           MICHAEL R. DAY, has served as the Chief Financial Officer and Chief
Operating Officer of Nature Vision since 2002. From 1999 through 2002, he served
as the Chief Financial Officer of Image Rotational Enterprises, Inc., a
Brainerd, Minnesota manufacturer of rotational molded plastic parts. Mr. Day
will serve as Chief Financial Officer of the combined company.

           ANTHONY L. CAPRA, has served as Vice President and a director of
Nature Vision since 1998. Mr. Capra been a co-owner of Capra's Sporting Goods,
Inc., a Blaine, Minnesota sporting goods retailer, since 1984; a co-owner and
Sales Manager of Sportsman's Recipes, Inc, a food manufacturer, since 1986; a
founder operator of T.C. Sales, a designer, manufacturer and distributor of
boating accessories, since 1987; and a founder and operator of Capra's Outdoor
Promotional Network, a fishing industry sales and promotion company, since 1989.
Mr. Capra will serve as a director of the combined company.

COMPENSATION OF NATURE VISION DIRECTORS

           All directors except Jeffrey P. Zernov, Nature Vision's President and
Chief Executive Officer, received a fee of $500 for each board of directors
meeting they attend. Two directors, including Anthony Capra, waived their
directors' fees in 2002.


                                       90
<PAGE>


NATURE VISION SUMMARY COMPENSATION TABLE

           The following table shows, for the fiscal years ending December 31,
2003, 2002 and 2001, the cash and other compensation paid by Nature Vision to
Jeffrey P. Zernov, Nature Vision's President and Chief Executive Officer. No
other executive officer's total cash compensation exceeded $100,000 in the year
ended December 31, 2003.

<TABLE>
<CAPTION>
                                                                ANNUAL COMPENSATION
                NAME AND PRINCIPAL                         SALARY             BONUS(1)(2)           SECURITIES
                POSITION                       YEAR          ($)                  ($)           UNDERLYING OPTIONS
                ------------------------------ ----    -----------------   ----------------   -----------------------
<S>                                            <C>          <C>                  <C>                 <C>
                Jeffrey P. Zernov              2003         $120,000               --                300,000
                President and                  2002         $100,000               --                   --
                Chief Executive Officer        2001         $100,000               --                   --
</TABLE>

STOCK OPTIONS GRANTED TO NATURE VISION EXECUTIVE OFFICERS

           The following tables summarize the stock option grants and exercises
during 2003 to or by the named executive officer and the value of all options
held by the named executive officer as of December 31, 2003.

NATURE VISION OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                           NUMBER OF SECURITIES   PERCENT OF TOTAL OPTIONS
                                UNDERLYING       GRANTED TO EMPLOYEES DURING  EXERCISE PRICE EXPIRATION
NAME                         OPTIONS GRANTED     YEAR ENDED DECEMBER 31, 2003   ($/SH)          DATE
----------------------     --------------------- ---------------------------- -------------- ----------
<S>                             <C>                         <C>                 <C>           <C>
Jeffrey P. Zernov               300,000                     50%                 $0.259        5/23/08
</TABLE>

AGGREGATED NATURE VISION OPTION EXERCISES DURING YEAR ENDED DECEMBER 31, 2003
AND OPTION VALUES AT DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                            VALUE OF UNEXERCISED IN-THE-MONEY
                                              VALUE       NUMBER OF SECURITIES UNDERLYING     OPTIONS AT DECEMBER 31, 2003
                     SHARES ACQUIRED ON     REALIZED      OPTIONS AT DECEMBER 31, 2003 (#)                ($)(2)
NAME                    EXERCISE (#)         ($)(1)         EXERCISABLE / UNEXERCISABLE        EXERCISABLE / UNEXERCISABLE
------------------- --------------------- -------------- ----------------------------------- -----------------------------------
<S>                         <C>               <C>                   <C>                                  <C>
Jeffrey P. Zernov            --                --                   300,000 / 0                          $___ / $0
</TABLE>

(1)     The value realized is determined by multiplying the number of shares
        exercised by the favorable difference between the exercise price per
        share and the fair market value per share on the date of exercise.
(2)     The value of unexercised in-the-money options is determined by
        multiplying the number of shares subject to such options by the
        favorable difference between the exercise price per share and the fair
        market value per share on December 31, 2003. For purposes of this
        calculation, the fair market value on December 31, 2003 is assumed to be
        equal to the closing price of Photo Control common stock as quoted on
        the Nasdaq SmallCap Market on _________, 2004, multiplied by 0.58137,
        the exchange ratio in the merger.

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

CERTAIN TRANSACTIONS

           In 2003, Jeffrey P. Zernov, Nature Vision's President and Chief
Executive Officer, received $46,662 in royalty payments from Nature Vision
related to certain of its products. Mr. Zernov transferred his intellectual
property rights to the products to Nature Vision and has no claim to future
royalty payments.

           Don Coffey Associates, which is owned by Don Coffey (who will serve
as a director of the combined company), received revenues from Nature Vision of
$282,500 and $366,900 in 2002 and 2003, respectively, for services as a
manufacturer's representative of Nature Vision products.

           Suttle Apparatus, a division of Communications System, Inc., received
revenues from Nature Vision of $1,954,100 and $3,788,800 in 2002 and 2003,
respectively, for products supplied to Nature Vision. Curtis A. Sampson, who
will serve as a director of the combined company, beneficially owns over 10% of
the outstanding common shares of Communications System, Inc.


                                       91
<PAGE>


                         MANAGEMENT OF COMBINED COMPANY

           In addition to Jeffrey P. Zernov, Michael R. Day, Richard P. Kiphart,
John R. Helmen and Anthony Capra, the management of the combined company will
include the following individuals who will be appointed as directors after the
closing of the merger:

           DON COFFEY, will serve as a director of the combined company after
the closing of the merger. Mr. Coffey is the owner of Don Coffey Associates, a
Dayton, Ohio manufacturers' sales representative company he founded in 1969. Don
Coffey Associates represents manufacturers of fishing, hunting and marine
equipment to sporting goods wholesalers and retailers. It has a sales and
support staff of 30 employees and represents manufacturers in 18 states.

           CURTIS A. SAMPSON, is the Chairman and Chief Executive Officer of
Hector Communications Corp., an owner and operator of independent telephone
companies and cable television systems; the Chairman and Chief Executive Officer
of Communications System, Inc., a telecommunications manufacturer; and Chairman
of Canterbury Park Holding Corporation, a thoroughbred horse racing and card
club wagering company. Mr. Sampson served as a director of Nature Vision from
1998 through 2003.

           The board of directors of the combined company intends to appoint two
additional directors after the closing of the merger. These future directors
have not been identified.
















                                       92
<PAGE>


        SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS AND MANAGEMENT

            OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND
                          MANAGEMENT OF PHOTO CONTROL

           The following table sets forth certain information as of April 30,
2004 with respect to Photo Control common stock beneficially owned by (i) each
director, (ii) each person known to Photo Control to beneficially own more than
5% of its common stock, (iii) Photo Control's executive officers named in the
Summary Compensation Table, and (iv) all executive officers and directors as a
group.

                                             AMOUNT OF        PERCENT
            NAME/ADDRESS                    COMMON STOCK         OF
                 OF                         BENEFICIALLY      COMMON
        SHAREHOLDER/DIRECTOR                   OWNED          STOCK(1)
--------------------------------------------------------------------------------

John R. Helmen                               61,267(2)           3.5%
4800 Quebec Avenue North
Minneapolis, Minnesota  55428

James R. Loomis                              41,562(3)           2.4%
4800 Quebec Avenue North
Minneapolis, Minnesota  55428

Richard P. Kiphart                          191,893(4)          11.1%
222 West Adams Street
Chicago, Illinois  60606

Scott S. Meyers                              25,000(5)           1.4%
P.O. Box 161574
Big Sky, Montana  59716

John McMillan                                 5,000(6)            *
100 Clay Cliff Drive
Tonka Bay, Minnesota  55331

Curtis R. Jackels                            70,155(7)           4.0%
4800 Quebec Avenue North
Minneapolis, Minnesota  55428

Patrick J. Bruggeman                        107,000              6.2%
131 W. Columbia Street
Fort Wayne, Indiana  46802

Diocese of Fort Wayne/South Bend, Inc.      190,256             11.1%
1103 South Calhoun
Fort Wayne, Indiana  46801

Directors and executive officers            399,545(8)          21.7%
as a group (seven persons)

*      Less than one percent of shares outstanding.
(1)    In calculating percentage ownership, all shares of common stock which a
       named shareholder has the right to acquire within 60 days from the date
       of this proxy statement upon exercise of options or warrants are deemed
       to be outstanding for the purpose of computing the percentage of common
       stock owned by that shareholder, but are not deemed to be outstanding for
       the purpose of computing the percentage of common stock owned by any
       other shareholder.
(2)    Includes options for the purchase of 33,667 shares of common stock, but
       excludes options for the purchase of 16,333 shares of common stock that
       are not exercisable during the next 60 days.
(3)    Includes options for the purchase of 10,000 shares of common stock, but
       excludes options for the purchase of 5,000 shares of common stock that
       are not exercisable during the next 60 days.
(4)    Includes options for the purchase of 5,000 shares of common stock, but
       excludes options for the purchase of 10,000 shares of common stock that
       are not exercisable during the next 60 days.
(5)    Includes options for the purchase of 25,000 shares of common stock, but
       excludes options for the purchase of 5,000 shares of common stock that
       are not exercisable during the next 60 days.


                                       93
<PAGE>


(6)    Includes options for the purchase of 5,000 shares of common stock, but
       excludes options for the purchase of 10,000 shares of common stock that
       are not exercisable during the next 60 days.
(7)    Includes options for the purchase of 20,000 shares of common stock, but
       excludes options for the purchase of 10,000 shares of common stock that
       are not exercisable during the next 60 days.
(8)    Includes warrants and options for the purchase of 103,035 shares of
       common stock, but excludes options for the purchase of 63,665 shares
       of common stock that are not exercisable during the next 60 days.

OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT OF
NATURE VISION

           The following table sets forth certain information as of April 30,
2004 with respect to Nature Vision common shares beneficially owned by (i) each
director and executive officer, (ii) each person known to Nature Vision to
beneficially own more than five percent of its common shares, and (iii) Nature
Vision's executive officer named in the Summary Compensation Table, and (iv) all
executive officers and directors as a group.

                                          AMOUNT OF             PERCENT
        NAME/ADDRESS                     COMMON STOCK             OF
             OF                          BENEFICIALLY           COMMON
    SHAREHOLDER/DIRECTOR                    OWNED              STOCK(1)
--------------------------------------------------------------------------------
Jeffrey P. Zernov                         1,345,000(2)            39.8%
213 NW 4th Street
Brainerd, Minnesota  54601

Dean Capra                                 672,500(3)             20.8%
213 NW 4th Street
Brainerd, Minnesota  54601

Anthony Capra                              672,500(3)             20.8%
213 NW 4th Street
Brainerd, Minnesota  54601

Ronald Lindner                                 --                   *
1701 South College Road
Baxter, Minnesota  56425

Craig Weber                                    --                   *
14800 28th Avenue North
Suite 150
Plymouth, Minnesota  55447

Ronald and Daniel Shimek                    200,000                6.5%
2955 Fox Hollow NW
Prior Lake, Minnesota  55372

Directors and executive officers          2,690,000(4)            73.2%
as a group (six persons)

*      Less than one percent of shares outstanding.
(1)    In calculating percentage ownership, all shares of common stock which a
       named shareholder has the right to acquire within 60 days from the date
       of this proxy statement upon exercise of options or warrants are deemed
       to be outstanding for the purpose of computing the percentage of common
       stock owned by that shareholder, but are not deemed to be outstanding for
       the purpose of computing the percentage of common stock owned by any
       other shareholder.
(2)    Includes options for the purchase of 300,000 shares of common stock.
(3)    Includes options for the purchase of 150,000 shares of common stock.
(4)    Includes options for the purchase of 600,000 shares of common stock.







                                       94
<PAGE>


                   DESCRIPTION OF PHOTO CONTROL CAPITAL STOCK

           The following description of Photo Control's capital stock summarizes
the material terms and provisions of its capital stock, but is not complete. For
the complete terms of the capital stock, please refer to Photo Control's
articles of incorporation and its bylaws, which are incorporated by reference
into the registration statement that includes this joint proxy
statement/prospectus.

GENERAL

           Photo Control is currently authorized to issue 5,000,000 shares of
its capital stock. If Proposal No. 3 is approved by Photo Control shareholders
at the special meeting, then the number of shares of authorized capital stock
will increase to 50,000,000 shares.

COMMON STOCK

           As of April 30, 2004, there were 1,720,163 shares of $.08 par value
common stock outstanding, held by approximately 684 shareholders. Up to
2,853,585 additional common shares will be issued if the Nature Vision merger is
consummated. The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the shareholders. No holder
of common stock is entitled to cumulate votes in the election of directors. The
common stock has no preemptive rights and is not subject to conversion or
redemption.

           Holders of the common stock are entitled to receive dividends out of
earnings or surplus legally available at the times and in the amounts that the
board of directors may determine.

           Upon the liquidation, dissolution or winding-up of Photo Control, the
holders of its common stock are entitled to share in all assets legally
available for distribution to shareholders after payment of all liabilities and
the liquidation preferences, if any, of any outstanding preferred stock. Each
outstanding share of common stock is, and any shares of common stock offered by
this prospectus when they are paid for will be, fully paid and nonassessable.

PREFERRED STOCK

           As of April 30, 2004, there were no shares of preferred stock
outstanding. In the future, the board of directors of Photo Control may
establish one or more classes or series from this preferred stock and may fix
the relative rights and preferences of each such class or series, including, but
not limited to, fixing the relative voting rights, if any, of each such class or
series to the full extent permitted by law.

           The board of directors of Photo Control may issue shares of preferred
stock with disproportionate voting rights or class- voting rights relative to
Photo Control common stock, which may be convertible into common stock, and
which may rank prior to Photo Control common stock as to payment of dividends
and to the distribution of assets upon liquidation or dissolution. The board of
directors, without approval of the holders of common stock, can issue shares of
classes of preferred stock with voting conversion rights, which could adversely
affect the voting power of Photo Control common stock.

           The consent of the holders of Photo Control common stock is not
required for any such issuance of the undesignated shares of preferred stock.
The existence of the preferred stock may have the effect of discouraging an
attempt, through acquisition of a substantial number of shares of common stock
to acquire control of Photo Control, with a view to effecting a merger, sale or
exchange of assets or similar transaction.

STOCK OPTIONS AND WARRANTS

           Photo Control has outstanding options to purchase 243,001 shares of
its common stock under the 1983 Stock Option Plan. If Photo Control's
shareholders approve Proposal No. 6 to adopt the 2004 Stock Incentive Plan and
the Nature Vision merger is consummated, then options that had been outstanding
under the Nature Vision stock option plan will be exchanged for options under
the 2004 Stock Incentive Plan, resulting in outstanding options to purchase an
additional 348,822 Photo Control common shares. In addition, upon consummation
of the Nature


                                       95
<PAGE>


Vision merger, Nature Vision stock purchase warrants will be exchanged for
non-plan warrants to purchase 62,584 shares of Photo Control common stock.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

           Minnesota law requires a corporation to indemnify any director,
officer or employee who is made or threatened to be made party to a proceeding
by reason of the former or present official capacity of the director, officer or
employee, against judgments, penalties, fines, settlements and reasonable
expenses. Minnesota law permits a corporation to prohibit indemnification by so
providing in its articles of incorporation or its bylaws. Photo Control has not
limited the statutory indemnification in its articles of incorporation and Photo
Control's bylaws state that Photo Control will indemnify such persons for such
expenses and liabilities to such extent as permitted by statute.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 maybe permitted to directors, officers or persons
controlling Photo Control pursuant to the foregoing provisions, Photo Control
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ANTI-TAKEOVER PROVISIONS OF MINNESOTA BUSINESS CORPORATION ACT

           Section 302A.673 of the Minnesota Business Corporation Act restricts
certain transactions between Photo Control and a shareholder who becomes the
beneficial holder of 10% or more of its outstanding voting stock (an "interested
shareholder") unless a majority of Photo Control's disinterested directors have
approved, prior to the date on which the shareholder acquired a 10% interest,
either the business combination transaction suggested by such a shareholder or
the acquisition of shares that made such a shareholder a statutory interested
shareholder. If prior approval is not obtained, the statute imposes a four- year
prohibition from the interested shareholder's share acquisition date on mergers,
sales of substantial assets, loans, substantial issuances of stock and various
other transactions involving Photo Control and the statutory interested
shareholder or his, her or its affiliates. The Photo Control board has approved
Richard P. Kiphart, Jeffrey P. Zernov, Anthony Capra and Dean Capra as
"interested shareholders" within the meaning of the statute.

           In the event of certain tender offers for Photo Control's stock,
section 302A.675 of the Minnesota Business Corporation Act precludes the tender
offeror from acquiring additional shares of stock (including acquisitions
pursuant to mergers, consolidations or statutory share exchanges) within two
years following the completion of such an offer unless the selling shareholders
are given the opportunity to sell the shares on terms that are substantially
equivalent to those contained in the earlier tender offer. Section 302A.675 does
not apply if a committee of the board of directors consisting of all of its
disinterested directors (excluding present and former officers of the
corporation) approves the subsequent acquisition before shares are acquired
pursuant to the earlier tender offer.

           These statutory provisions could also have the effect in certain
circumstances of delaying or preventing a change in the control of Photo
Control.

TRANSFER AGENT

           The transfer agent for Photo Control common stock is Signature Stock
Transfer, Inc., One Preston Park, 2301 Ohio Drive, Suite 100, Plano, Texas
75093.

      CERTAIN LEGAL INFORMATION AND ADDITIONAL INFORMATION FOR SHAREHOLDERS

LEGAL MATTERS

           The validity of the shares of common stock offered hereby will be
passed upon for Photo Control by Gray, Plant, Mooty, Mooty & Bennett, P.A.


                                       96
<PAGE>


EXPERTS

           The balance sheets of Photo Control as of December 31, 2002 and 2003,
and the statements of operations, changes in stockholders' equity, and cash
flows for each of the two years in the period ended December 31, 2003, have been
included in this document in reliance on the report of Virchow, Krause &
Company, LLP, independent certified public accountants, given on their authority
as experts in accounting and auditing.

           The balance sheets of Nature Vision as of December 31, 2002 and 2003
and the statements of operations, changes in stockholders' equity and cash flows
for each of the two years in the period ended December 31, 2003, have been
included in this document in reliance on the reports of Virchow, Krause &
Company, LLP, independent certified public accountants, given on their authority
as experts in accounting and auditing.

SHAREHOLDER PROPOSALS

           Any shareholder proposal intended for inclusion in Photo Control's
proxy material for the 2004 annual meeting of shareholders must be received by
the Secretary of Photo Control, no later than the close of business on
_________________________.

           A shareholder who wishes to make a proposal for consideration at the
2005 annual meeting, but does not seek to include the proposal in Photo
Control's proxy material, must notify Photo Control' Secretary no later than
___________________. If the notice is not timely, then the persons named on
Photo Control's proxy card for the 2004 annual meeting may use their
discretionary voting authority when the proposal is raised at the meeting.

OTHER MATTERS

           The board of directors does not intend to bring before the meeting
any business other than as set forth in this joint proxy statement/prospectus,
and has not been informed that any other business is to be presented at the
meeting. However, if any matters other than those referred to above should
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote such proxy in accordance with their best judgment.

           Please sign and return promptly the enclosed proxy in the envelope
provided if you are a holder of common stock. The signing of a proxy will not
prevent your attending the meeting and voting in person.

WHERE YOU CAN FIND MORE INFORMATION

           Photo Control files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document filed with the SEC at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. You can also obtain copies of this material from the
SEC's Internet site located at http://www.sec.gov.









                                       97
<PAGE>


           Photo Control's report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to such reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, on
or through our Internet website located at www.photo-control.com, as soon as
reasonably practicable after they are filed with or furnished to the Securities
and Exchange Commission. You may also request a copy of these filings, at no
cost, by writing or telephoning us at the following address and telephone
number:

                     Investor Relations
                     4800 Quebec Avenue North
                     Minneapolis, MN 55428
                     763-537-3601

INCORPORATION BY REFERENCE

           Photo Control "incorporates by reference" into this prospectus the
information it files with the SEC, which means that Photo Control can disclose
important information by referring to those documents. The information
incorporated by reference is an important part of this prospectus. Photo Control
incorporates by reference the documents listed below, and any filings it makes
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the initial filing of the registration statement that contains
this joint proxy statement/prospectus and the date of the shareholders' meeting
(except that information that is furnished to the SEC rather than filed is not
incorporated by reference):

           o          Annual Report on Form 10-K for the year ended December 31,
                      2003;

           o          Quarterly Reports on Form 10-QSB for the period ended
                      March 31, 2004;

           o          Current Report on Form 8-K filed on, January 6, 2004;

           o          Current Report on Form 8-K filed on February 3, 2004; and

           o          Current Report on Form 8-K filed on April 16, 2004.





                                       98
<PAGE>


                          INDEX OF FINANCIAL STATEMENTS


(A)    PHOTO CONTROL CORPORATION FINANCIAL STATEMENTS
     REPORT OF INDEPENDENT AUDITORS                                    F-2
     BALANCE SHEETS                                                    F-3
     STATEMENTS OF OPERATIONS                                          F-4
     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                     F-5
     STATEMENTS OF CASH FLOWS                                          F-6
     NOTES TO THE FINANCIAL STATEMENTS                                 F-7-F-13

(B)    NATURE VISION, INC. FINANCIAL STATEMENTS
     REPORT OF INDEPENDENT AUDITORS                                    F-14
     BALANCE SHEETS                                                    F-15
     STATEMENTS OF OPERATIONS                                          F-16
     STATEMENTS OF STOCKHOLDERS' EQUITY                                F-17
     STATEMENTS OF CASH FLOWS                                          F-18
     NOTES TO THE FINANCIAL STATEMENTS                                 F-19-F-27

(C)    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS     F-28-F-35

























                                      F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS




Audit Committee, Board of Directors and Stockholders
Photo Control Corporation


         We have audited the accompanying balance sheets of Photo Control
Corporation as of December 31, 2002 and 2003, and the related statements of
changes in stockholders' equity, operations, and cash flows for each of the two
years in the period ended December 31, 2003. 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit 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 Photo Control
Corporation as of December 31, 2002 and 2003, and the results of operations and
cash flows for each of the two years in the period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.



                        s/ VIRCHOW, KRAUSE & COMPANY, LLP




Minneapolis, Minnesota
January 29, 2004


                                      F-2
<PAGE>


                            PHOTO CONTROL CORPORATION


BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                               -------------------------------------------------
ASSETS                                                            2002              2003          MARCH 31, 2004
                                                               -----------       -----------       -----------
                                                                                                   (UNAUDITED)
<S>                                                            <C>               <C>               <C>
Current Assets
     Cash and Cash Equivalents                                 $ 3,520,622       $ 3,509,930       $ 2,579,706
     Accounts Receivable, Less Allowance of $40,000 at
        both December 31, 2002 and 2003, and $43,000
        at March 31, 2003                                          379,045           192,812           516,695
     Inventories                                                 3,144,766         2,518,715         2,737,734
     Prepaid Expenses                                              110,805           113,405            62,666
     Refundable Income Taxes                                       171,127            58,591            60,591
                                                               -----------       -----------       -----------
                 Total Current Assets                            7,326,365         6,393,453         5,957,392
                                                               -----------       -----------       -----------

Other Assets
     Patent, Net of Amortization                                 1,270,798         1,093,474         1,038,800
     Goodwill                                                           --                --           400,825
     Cash Value of Life Insurance                                   96,285           100,998           104,886
                                                               -----------       -----------       -----------
                 Total Other Assets                              1,367,083         1,194,472         1,544,511
                                                               -----------       -----------       -----------

Plant and Equipment
     Land and Building                                           2,181,120         2,181,120         2,181,120
     Machinery and Equipment                                     2,485,818         2,514,784         2,573,790
     Accumulated Depreciation                                   (3,425,297)       (3,592,883)       (3,610,738)
                                                               -----------       -----------       -----------
                 Total Plant and Equipment                       1,241,641         1,103,021         1,144,172
                                                               -----------       -----------       -----------

                                                               -----------       -----------       -----------
     Total Assets                                              $ 9,935,089       $ 8,690,946       $ 8,646,075
                                                               ===========       ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Current Portion of Purchase Contract                      $   184,920       $        --       $        --
     Purchase Contract                                                  --                --           100,000
     Accounts Payable                                              156,977           106,524           478,556
     Accrued Payroll and Employee Benefits                         141,751           143,696           188,922
     Accrued Expenses                                              316,143           308,805           216,569
                                                               -----------       -----------       -----------
                 Total Current Liabilities                         799,791           559,025           984,047
                                                               -----------       -----------       -----------

Other Accrued Expense - Retirement Benefit                         873,548           834,642           828,316
                                                               -----------       -----------       -----------

Stockholders' Equity
     Common Stock
          Par Value $.08 Authorized 5,000,000 shares
          Shares issued and outstanding 1,604,163 at both
     December 31,
          2002 and 2003, and 1,720,163 at March 31 2004            128,333           128,333           137,613
     Additional Paid-In Capital                                  1,393,484         1,393,484         1,581,744
     Retained Earnings                                           6,739,933         5,775,462         5,114,355
                                                               -----------       -----------       -----------
                 Total Stockholders' Equity                      8,261,750         7,297,279         6,833,712
                                                               -----------       -----------       -----------

                                                               -----------       -----------       -----------
     Total Liabilities and Stockholders' Equity                $ 9,935,089       $ 8,690,946       $ 8,646,075
                                                               ===========       ===========       ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-3
<PAGE>


                            PHOTO CONTROL CORPORATION


STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    YEARS ENDED DECEMBER 31,           THREE MONTHS ENDED MARCH 31,
                                                  -----------------------------       -----------------------------
                                                      2002              2003              2003              2004
                                                  -----------       -----------       -----------       -----------
                                                                                                         (UNAUDITED)
<S>                                               <C>               <C>               <C>               <C>
Net Sales                                         $ 7,739,393       $ 5,914,838       $ 1,471,200       $ 1,626,169

Cost of Sales                                       5,917,440         4,754,877         1,228,729         1,511,242
                                                  -----------       -----------       -----------       -----------

     Gross Profit                                   1,821,953         1,159,961           242,471           114,927
                                                  -----------       -----------       -----------       -----------

Expenses
     Marketing and Administrative                   1,330,639         1,358,843           466,926           572,984
     Research, Development, and Engineering           601,360           861,589           206,118           203,050
     Gain on Sale of Land and Building                (90,055)               --                --                --
                                                  -----------       -----------       -----------       -----------
                                                    1,841,944         2,220,432           673,044           776,034
                                                  -----------       -----------       -----------       -----------

Income (Loss) Before Income Taxes                     (19,991)       (1,060,471)         (430,573)         (661,107)
Income Tax Provision (Benefit)                       (190,000)          (96,000)         (114,000)               --
                                                  -----------       -----------       -----------       -----------

Net Income (Loss)                                 $   170,009       $  (964,471)      $  (316,573)      $  (661,107)
                                                  ===========       ===========       ===========       ===========

Net Income (Loss) Per Common Share - Basic        $      0.11       $     (0.60)      $     (0.20)      $     (0.39)
                                                  ===========       ===========       ===========       ===========

Net Income (Loss) Per Common Share - Diluted      $      0.10       $     (0.60)      $     (0.20)      $     (0.39)
                                                  ===========       ===========       ===========       ===========

Weighted Average Common Shares:

      Basic                                         1,604,163         1,604,163         1,604,163         1,698,163
                                                  ===========       ===========       ===========       ===========

      Diluted                                       1,647,163         1,604,163         1,604,163         1,698,163
                                                  ===========       ===========       ===========       ===========
</TABLE>




                 See accompanying notes to financial statements.


                                      F-4
<PAGE>


                            PHOTO CONTROL CORPORATION


STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       NUMBER OF         AMOUNT        ADDITIONAL         RETAINED
                                                        SHARES                       PAID-IN CAPITAL      EARNINGS
                                                     -----------      -----------      -----------      -----------
<S>                                                    <C>            <C>              <C>              <C>
Balances at December 31, 2001                          1,604,163      $   128,333      $ 1,393,484      $ 6,569,924

      Net Income                                                                                            170,009
                                                     -----------      -----------      -----------      -----------

Balances at December 31, 2002                          1,604,163          128,333        1,393,484        6,739,933

      Net Loss                                                --               --               --         (964,471)
                                                     -----------      -----------      -----------      -----------

Balances at December 31, 2003                          1,604,163          128,333        1,393,484        5,775,462

      Stock Options Exercised (Unaudited)                 66,000            5,280           73,260               --

      Shares Issued for Acquisition (Unaudited)           50,000            4,000          115,000               --

      Net Loss (Unaudited)                                    --               --               --         (661,107)
                                                     -----------      -----------      -----------      -----------

Balances at March 31, 2004 (unaudited)                 1,720,163      $   137,613      $ 1,581,744      $ 5,114,355
                                                     ===========      ===========      ===========      ===========
</TABLE>




                 See accompanying notes to financial statements.


                                      F-5
<PAGE>


                            PHOTO CONTROL CORPORATION


STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                               (UNAUDITED)
                                                                     YEARS ENDED DECEMBER 31,          THREE MONTHS ENDED MARCH 31,
                                                                  -----------------------------       -----------------------------
                                                                      2002              2003              2003              2004
                                                                  -----------       -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>               <C>
Cash flows from operating activities:
     Net income (loss)                                            $   170,009       $  (964,471)      $  (316,573)      $  (661,107)
      Items not affecting cash -
        Depreciation                                                  222,999           167,586            60,000            45,000
        Amortization                                                  177,324           177,324            44,331            54,674
        Deferred retirement benefit                                    34,153            34,395            12,000            12,000
        (Gain) Loss on sale of land, building and equipment           (88,940)               --                --            33,556
        Provision for inventory obsolescence                          275,950           156,580            36,293           260,000
        Deferred Income Taxes                                              --                --                --                --
     Payment of retirement benefit                                    (73,301)          (73,301)          (18,325)          (18,326)
     Change in operating assets and liabilities
        Accounts Receivable                                           111,894           186,233            75,178          (209,950)
        Inventories                                                   153,763           469,471            30,675          (294,685)
        Prepaid expenses                                               44,172            (2,600)           77,458            55,758
        Accounts payable                                               24,796           (50,453)          (89,402)          294,057
        Accrued expenses                                             (216,645)           (5,393)           63,172           (47,010)
        Accrued and refundable income taxes                           (83,347)          112,536          (118,078)           (2,000)
                                                                  -----------       -----------       -----------       -----------
          Net cash provided by (used in) operating activities         752,827           207,907          (143,271)         (478,033)
                                                                  -----------       -----------       -----------       -----------

Cash flows from investing activities:
     Proceeds from sale of land, building and equipment                95,555                --                --             8,916
     Additions to plant and equipment                                 (20,232)          (28,966)          (22,776)          (68,204)
     Acquisition of product line                                           --                --                --          (467,555)
     Proceeds from life insurance                                                                              --
     Additions to cash value of life insurance                         (4,389)           (4,713)           (3,888)           (3,888)
                                                                  -----------       -----------       -----------       -----------
          Net cash provided by (used in) investing activities          70,934           (33,679)          (26,664)         (530,731)
                                                                  -----------       -----------       -----------       -----------

Cash flows from financing activities:
     Proceeds from the exercise of stock options                           --                --                --            78,540
     Payment on purchase contract                                    (322,920)         (184,920)          (75,040)                0
                                                                  -----------       -----------       -----------       -----------
          Net cash provided by (used in) financing activities        (322,920)         (184,920)          (75,040)           78,540
                                                                  -----------       -----------       -----------       -----------

Change in cash and cash equivalents                                   500,841           (10,692)         (244,975)         (930,224)

Cash and cash equivalents at beginning of period                    3,019,781         3,520,622         3,520,622         3,509,930
                                                                  -----------       -----------       -----------       -----------
Cash and cash equivalents at end of period                        $ 3,520,622       $ 3,509,930       $ 3,275,647       $ 2,579,706
                                                                  ===========       ===========       ===========       ===========

Supplemental disclosure information:
     Income tax payments                                          $    14,809       $     4,916       $     4,078       $     2,000
                                                                  ===========       ===========       ===========       ===========
     Income tax refunds                                           $   121,462       $   213,453       $        --       $        --
                                                                  ===========       ===========       ===========       ===========
</TABLE>




                 See accompanying notes to financial statements.


                                      F-6
<PAGE>


                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  BUSINESS DESCRIPTION

Photo Control Corporation (the Company) designs, manufactures and markets
professional cameras, electronic flash equipment, lens shades and related
photographic accessories. A second line of business consists of the Bookendz
docking stations for the Apple PowerBook, IBook and IPod.

The principal market for the Company's long-roll film and digital camera
equipment is the sub-segment of the professional photography market requiring
high-volume equipment, such as elementary and secondary school photographers.
The market with respect to electronic flash equipment and the Lindahl products
is broader, extending to all professional and commercial photographers and to
experienced amateur photographers. The market for Bookendz is all owners of the
Apple PowerBooks, IBooks and IPods. The geographic market in which the Company
competes consists of the entire United States and, to a lesser extent, some
foreign countries.

In 2003, sales of flash equipment was the highest followed by camera equipment,
Bookendz and lens shade sales. In 2002, sales of camera equipment and flash
equipment were approximately equal followed by Bookendz and lens shades. There
has been a consolidation of school photography and studio portrait photography
in recent years, which has concentrated the Company's sales to fewer customers.
It is expected that this trend will continue. In the years ended December 31,
2002, and 2003 three customers accounted for 37.4, and 34.9% of the Company's
sales. For the three months ended March 31, 2003 and 2004 three customers
accounted for 36.8% and 22.8% of the Company's sales. Due to the rapidly
changing technology related to many areas of image processing, the Company has
discontinued manufacturing many products and is replacing them with newer,
updated equipment.

INTERIM FINANCIAL INFORMATION - The accompanying balance sheet at March 31, 2004
and the statements of operations, changes in stockholders' equity, and cash
flows for the three months ended March 31, 2003 and 2004 are unaudited. The
unaudited interim balance sheet and statements of operations, changes in
stockholders' equity and cash flows have been prepared on the same basis as the
annual balance sheet and statements of operations, changes in stockholders'
equity, and cash flows and, in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company's financial position, results of operations and its
cash flows for the three months ended March 31, 2003 and 2004. The financial
data and other information disclosed in the these notes to the financial
statements related to these periods are unaudited. Operating results for the
three months ended March 31, 2004 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2004.


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - Management uses estimates and assumptions in preparing
financial statements in accordance with accounting principles generally accepted
in the United States of America. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results could
vary from the estimates that were assumed in preparing the financial statements.

REVENUE RECOGNITION - Sales are recorded when the product is shipped and returns
are permitted only for defective equipment. Costs incurred related to shipping
and handling are billed to customers, and the costs and billings are offset
against each other in cost of sales. Billings for the years ended December 31,
2002 and 2003 were $127,667, and $132,239, respectively. Billings for the three
months ended March 31, 2003 and 2004 were $28,128 and $35,392, respectively.

ACCOUNTS RECEIVABLE - The Company reviews customers' credit history before
extending unsecured credit and establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers and other
information. The Company does not accrue interest on past due accounts
receivable. Unless specific arrangements have been made, accounts receivable
over 30 days are considered past due. The Company writes off accounts receivable
when they are deemed uncollectible. The Company believes all accounts in excess
of the allowance for doubtful accounts to be fully collectible. If accounts
receivable in excess of the provided allowance are determined uncollectible,
they are charged to expense in the year that determination is made.

INVENTORIES - Inventories of raw materials, work in process and finished goods
are valued at the lower of cost (first-in, first-out) or market. Market
represents estimated realizable value in the case of finished goods and
replacement or reproduction cost in the case of other inventories. Because of
changing technology and market demand, inventory is subject to obsolescence. An
annual review is made of all inventories to determine if any obsolete,
discontinued or slow moving items are in inventory. Based on this review,
inventory is disposed of or an allowance for obsolescence established to cover
any future disposals. Sales from film cameras have been declining over the last
several years. It is anticipated that a certain sales level could be achieved in
2004 and 2005. Because order activity in 2004 has not met expectations the film
camera was reviewed for obsolescence and an obsolescence charge of $200,000 for
the three months ended March 31, 2004 was provided for inventory that may become
unsalable.


                                       F-7
<PAGE>


                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


PLANT AND EQUIPMENT - Plant and equipment are stated at cost. Depreciation is
computed primarily on the straight-line method over the estimated useful lives
of 35 years for the building and 3 to 7 years for machinery and equipment.
Ordinary maintenance and repairs are charged to operations, and expenditures
which extend the physical or economic life of property and equipment are
capitalized. Gains and losses on disposition of property and equipment are
recognized in operations and the related asset and accumulated depreciation
accounts are adjusted accordingly. The Company assesses long-lived assets for
impairment under FASB Statement of Financial Accounting Standards (SFAS) No. 144
using estimates of undiscounted future cash flows. Under those rules, long-lived
assets are included in impairment evaluations when events or circumstances exist
that indicate the carrying amount of those assets may not be recoverable. To
date, there have been no such losses.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts for cash and cash
equivalents, receivables, accounts payable, accrued liabilities and purchase
contract approximate fair value because of the short maturity of these
instruments. The Company does not have any derivative financial instruments.

AMORTIZATION OF PATENT- Patent cost of $1,655,000 was being amortized over nine
years, which is based on the life of the patent. As of December 31, 2002,
December 31, 2003, and March 31, 2004, the unamortized balance is $1,270,798,
$1,093,474, and $1,038,800. Amortization of the patent was $177,324 for each of
the years ended December 31 2003 and 2002 and $44,331 and $54,674 for the three
months ended March 31, 2003 and 2004, respectively. Because of declining
revenues from this product and potential future technology changes the patent
amortization period has been reduced to five years on the remaining unamortized
balance of $1,093,474 at December 31, 2003. The estimated amortization for each
of the next five years is $218,695.

RESEARCH AND DEVELOPMENT - Expenditures for research and development are charged
against operations as incurred.

INCOME TAXES - Deferred income taxes are provided for expenses recognized in
different time periods for financial reporting and income tax purposes. These
differences consist primarily of deferred retirement benefit that is not
deductible for taxes and inventory which has a higher tax basis than for
financial reporting purposes. Deferred taxes are reduced by a valuation
allowance to the extent that realization of the related deferred tax asset is
not assured.

ADVERTISING - Advertising costs are included in Marketing and Administrative
Expenses and are expensed as incurred. Advertising expense was $96,000 and
$125,000 for the years ended December 31, 2002 and 2003, respectively. For the
three months ended March 31, 2003 and 2004, advertising costs were $35,748 and
$33,446, respectively.

CASH EQUIVALENTS - The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be a cash equivalent. Cash
and cash equivalents consist of short-term securities and bank balances. The
Company at December 31, 2003 and periodically throughout the year has maintained
balances in various operating and money market accounts in excess of federally
insured limits.

NET INCOME(LOSS) PER COMMON SHARE - Net income(loss) per common share was based
on the weighted average number of common shares outstanding during the period
when computing the basic net income(loss) per share. When dilutive, stock
options are included as equivalents using the treasury stock market method when
computing the diluted net income per share. The weighted average number of
common shares outstanding for the three years ended December 2003 was 1,604,163.
The weighted average number of shares for the three months ended March 31, 2003
and 2004 was 1,604,163 and 1,698,163, respectively. The basic net income (loss)
per share was $.11 and $(.60) for the years ended December 31, 2002 and 2003,
respectively. The dilutive net income(loss) per share was $.10 and $(.60) for
the years ended December 31, 2002 and 2003, respectively, which was computed
using an additional 43,000 and 0 shares for the dilutive effect of stock
options. The basis and dilutive net loss per share for the three months ended
March 31, 2003 and 2004 was $(.20) and $(.39). Dilutive options excluded from
the net income (loss) per share were 235,000, and 269,000 for the years ended
December 31, 2002 and 2003 respectively. Dilutive options excluded from the net
loss per share was 173,000 and 163,000 for the three months ended March 31, 2003
and 2004, respectively.

STOCK-BASED COMPENSATION - In accordance with Accounting Principles Board (APB)
Opinion No. 25 and related interpretations, the Company uses the intrinsic
value-based method for measuring stock-based compensation cost which measures
compensation cost as the excess, if any, of quoted market price of the Company's
common stock at the grant date over the amount the employee must pay for the
stock. The Company's general policy is to grant stock options at fair market
value at the date of grant. Options and warrants issued to non-employees are
recorded at fair value, as required by Statement of Financial Accounting
Standards (SFAS) No. 123, as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation", using the Black-Scholes pricing method.

Had compensation cost been recognized based on the fair values of options at the
grant dates consistent with the provisions of SFAS No. 123, the Company's net
income (loss) and basic and diluted net income (loss) per common share would
have been changed to the following pro forma amounts:


                                       F-8
<PAGE>


                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                              (UNAUDITED)
                                                   YEAR ENDED             THREE MONTHS ENDED
                                                  DECEMBER 31,              MARCH 31, 2003
                                           ----------------------------------------------------
                                               2002         2003          2003          2004
                                           ----------------------------------------------------
<S>                                        <C>          <C>           <C>           <C>
Net Income (loss):
    As reported                            $  170,009   $ (964,471)   $ (316,573)   $ (661,107)
    Pro forma                              $   41,009   $(1,018,077)  $ (330,073)   $ (672,907)

BASIC NET INCOME(LOSS) PER COMMON SHARE:
    As reported                            $     0.11   $    (0.60)   $    (0.20)   $    (0.39)
    Pro forma                              $     0.03   $    (0.63)   $    (0.21)   $    (0.40)

DILUTED NET INCOME PER COMMON SHARE:
    As reported                            $     0.10   $    (0.60)   $    (0.20)   $    (0.39)
    Pro forma                              $     0.02   $    (0.63)   $    (0.21)   $    (0.40)

STOCK BASED COMPENSATION:
    As reported                            $       --   $       --    $       --    $       --
    Pro forma                              $  129,000   $   53,606    $   13,500    $   11,800
</TABLE>

In determining the compensation cost of options granted during fiscal year 2002,
and 2003 and for the three months ended March 31, 2003 and 2004, as specified by
SFAS No. 123, the fair value of each option grant has been estimated on the date
of grant using the Black-Scholes option pricing model and the weighted average
assumptions used in these calculations are summarized as follows:

                                                             (UNAUDITED)
                                    YEAR ENDED            THREE MONTHS ENDED
                                   DECEMBER 31,               MARCH 31,
                              ----------------------------------------------
                                2002         2003         2003         2004
                              ----------------------------------------------
Risk-free interest
rate                             6.5%         6.5%         6.5%         6.5%
Expected life of options
granted                       5 years      5 years      5 years      5 years
Expected volatility               50%          50%          50%          50%
Expected dividend yield            0%           0%           0%           0%


NOTE 3.  INVENTORIES
The following inventories were on hand at:

                            DECEMBER 31,             (UNAUDITED)
                     --------------------------       MARCH 31,
                        2002            2003            2004
                     ----------      ----------      ----------
Raw Materials        $1,504,392      $1,214,579      $1,115,142
Work in Process         103,993          54,777         340,734
Finished Goods        1,536,381       1,249,359       1,281,858
                     ----------      ----------      ----------
                     $3,144,766      $2,518,715      $2,737,734
                     ==========      ==========      ==========


NOTE 4.  ACCRUED EXPENSES AND WARRANTY COSTS
Accrued expenses are as follows:

                             DECEMBER 31,         (UNAUDITED)
                       ----------------------      MARCH 31,
                         2002          2003          2004
                       --------      --------      --------
Product Warranty       $200,000      $200,000      $120,000
Reserve
Real Estate Taxes        86,000        80,000        64,498
Other                    30,143        28,805        32,071
                       --------      --------      --------
                       $316,143      $308,805      $216,569
                       ========      ========      ========

The Company warrants its products for one or two years. The reserve for warranty
is computed by averaging the last four years warranty costs incurred and
multiplying by two which provides a full two year warranty on all products. The
Company has reserved an additional $50,000 to cover any unanticipated or unusual
product warranty problems at December 31, 2002, and 2003. Based on a review of
expected future warranty costs the reserve was reduced by $80,000 to $120,000 at
March 31, 2004, based on the continuing decline of sales as noted above. The
following summarizes the warranty transactions:


                                       F-9
<PAGE>


                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


                                         DECEMBER 31,            (UNAUDITED)
                                  -------------------------       MARCH 31,
                                    2002            2003            2004
                                  ---------       ---------       ---------
Balance at Beginning of Year      $ 200,000       $ 200,000       $ 200,000
Claims Paid                         (61,840)        (47,680)         (8,612)
Expense Provision                    61,840          47,680         (71,388)
                                  ---------       ---------       ---------
Balance at End of Year            $ 200,000       $ 200,000       $ 120,000
                                  =========       =========       =========


NOTE 5.  SHORT-TERM LINE OF CREDIT
The Company has a $1,000,000 unsecured line of credit agreement at the prime
rate of interest. There were no borrowings under the line of credit during the
periods ended December 31, 2002, and 2003, and March 31, 2004.


NOTE 6. COMMITMENTS
The Company has retirement benefit agreements with key management personnel,
which are funded by life insurance. Under the agreements, covered individuals
become vested immediately upon death or if employed at age 65. Benefit costs are
recognized over the period of service and recorded as accrued retirement
benefit.


NOTE 7.  INCOME TAXES

The income tax provision (benefit) shown in the statements of operations is
detailed below for each periods ended:

                                                        (UNAUDITED)
                       DECEMBER 31,                      MARCH 31,
                -------------------------       -------------------------
                   2002            2003            2003            2004
                ---------       ---------       ---------       ---------
Current
   Federal      $(190,000)      $ (98,000)      $(114,000)      $      --
   State               --           2,000              --              --
Deferred               --              --              --              --
                ---------       ---------       ---------       ---------
Total           $(190,000)      $ (96,000)      $(114,000)             --
                =========       =========       =========       =========

The income tax provision (benefit) varied from the federal statutory tax rate as
follows for each period ended:

                                                             (UNAUDITED)
                                   DECEMBER 31,               MARCH 31,
                                ------------------       -------------------
                                 2002        2003         2003         2004
                                ------      ------       ------       ------
U.S. Statutory Rate             (34.0)%      (34.0)%      (34.0%)      (34.0%)
State Income Taxes, Net of
Federal Income Tax Benefit         --           .2           --           --
Inventory Disposal              (916.4)         --           --           --

Valuation Allowance                --         23.4          7.5         34.0

Other, net                         --          1.3           --           --
                                ------      ------       ------       ------
                                (950.4%)      (9.1%)      (26.5%)         --%
                                ======      ======       ======       ======


                                      F-10
<PAGE>

                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

The following summarizes the tax effects of the significant temporary
differences which comprise the deferred tax asset at:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,               (UNAUDITED)
                                           ----------------------------          MARCH 31,
                                               2002              2003              2004
                                           -----------       -----------       -----------
<S>                                        <C>               <C>               <C>
Inventory Costs                            $   144,000       $   198,000       $   291,000
Deferred Retirement Benefit                    314,000           300,000           298,000
Bad Debt Reserves                               14,000            14,000            15,000
Accrued Benefits                                39,000            41,000            42,000
Accrued Costs                                   72,000            72,000            43,000
Financial  Amortization  in Excess of           52,000            76,000            82,000
Tax
Loss Carryforwards                                  --           182,000           348,000
                                           -----------       -----------       -----------
Net Deferred Tax Asset                         635,000           883,000         1,110,000
Valuation Allowance                           (635,000)         (883,000)       (1,110,000)
                                           -----------       -----------       -----------
Net Deferred Income Tax                    $        --       $        --       $        --
                                           ===========       ===========       ===========
</TABLE>

At December 31, 2003, the Company has available for U.S. federal and state
income tax purposes net operating loss carryforwards of approximately $500,000
and $580,000, respectively. These carryforwards expire in the year 2023 for
federal purposes and the years 2017 and 2018 for state purposes. The ultimate
utilization of the net operating loss carryforwards may be limited and are fully
reserved in the valuation allowance.


NOTE 8. PROFIT SHARING PLAN
The Company has a 401K plan, which covers qualified full-time employees. The
Company matches the employee's contributions to 8% of the employee's salary at a
rate of 25%. An additional 10% match is contributed if certain profit goals are
achieved. The Company contributed $56,159 and $37,647 for the years ended
December 31, 2002 and 2003, respectively. For the three months ended March 31,
2003 and 2004, the Company contributed $8,430 and $8,390, respectively.


NOTE 9. STOCK OPTIONS
Non-qualified stock options to purchase shares of the Company's common stock
have been granted to certain officers, directors, and key employees. Option
prices of all the grants were not less than the fair market value of the
Company's common stock at dates of grants. At December 31, 2003, there were
111,573 shares of common stock available under the plan for future grants.

The Company has elected to account for non-qualified stock options under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, no compensation expense
has been recognized for stock options.

The following summarizes the changes in the options for the periods ended:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                  ---------------------------------------------------            (UNAUDITED)
                                            2002                        2003                   MARCH 31, 2004
                                  -----------------------     -----------------------     -----------------------
                                  Number of      Exercise     Number of      Exercise     Number of      Exercise
                                   Options        Price        Options        Price        Options        Price
<S>                                <C>          <C>             <C>         <C>            <C>          <C>
Balance at Beginning of Year       359,000      $   2.66        331,00      $   2.60       269,000      $   2.62
Granted                                 --            --            --            --        50,001          2.36
Expired                            (28,000)         3.42       (62,000)         2.51       (10,000)         1.19
Exercised                               --            --            --            --       (66,000)         1.19
                                  --------      --------      --------      --------      --------      --------
Balance at End of Year             331,000      $   2.60       269,000      $   2.62       243,001      $   3.01
                                  ========                    ========                    ========
</TABLE>

                                      F-11
<PAGE>

                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


The following summarizes the outstanding and exercisable options as of
December 31, 2003:

       Options Outstanding                       Exercisable Options
--------------------------------------------------------------------------------
                            Remaining      Average      Number     Average
     Range of  Number of      Life         Exercise       of      Exercise
      Price     Options      (Years)        Price      Options      Price
--------------------------------------------------------------------------------
     $    1.19   76,000       0.1          $ 1.19       76,000     $   1.19
     $    3.19   15,000       1.6          $ 3.19       10,000     $   3.19

 $2.20 to 3.44  178,000       2.2          $ 3.11            -            -
                -------                                      -

                269,000                                 86,000
                =======                                 ======


NOTE 10.  MAJOR CUSTOMERS

During the periods ended December 31, December 31, 2002, December 31, 2003 and
March 31, 2004, three unaffiliated customers accounted for the following
percentages of sales:

                              DECEMBER 31,               MARCH 31,
                   ----------------------------------
     CUSTOMER               2002             2003             2004
     --------               ----             ----             ----
A                           17.2%            16.3%            5.5%
B                           14.0             12.1%           12.4%
C                            6.2              6.5%            4.9%
                            ----             ----            ----
                            37.4%            34.9%           22.8%
                           =====            =====           =====


NOTE 11.  SEGMENT REPORTING
The Bookendz product line are docking stations for the Apple PowerBook, IBook
and IPod. All of its operations (sales and marketing, engineering, manufacturing
and administration) are merged into Photo Control's structure. Accordingly, the
only activity for Bookendz that is separately maintained is sales, cost of sales
and the cost of its related assets. The following summarizes the Bookendz
operation:

                                                    ASSETS
                               ---------------------------------------------
                                      DECEMBER 31,
                               -----------------------------       MARCH 31,
Bookendz                             2002            2003            2004
                               -------------   -------------   -------------
Unamortized Patent             $   1,270,798   $   1,093,474   $   1,038,800
Inventory                            246,113         165,416         232,745
Tooling                               36,347          36,654          46,065
                               -------------   -------------   -------------
Total Bookendz                 $   1,553,258   $   1,295,544   $   1,317,610
                               =============   =============   =============
Total Company                  $   9,935,089   $   8,690,946   $   8,646,075
                               =============   =============   =============

                                                     SALES
                               ---------------------------------------------
                                      DECEMBER 31,
                               -----------------------------       MARCH 31,
                                     2002            2003            2004
                               -------------   -------------   -------------
Bookendz                       $   1,499,947   $     958,845   $     208,596
                               =============   =============   =============
Total Company                  $   7,739,393   $   5,914,838   $   1,626,169
                               =============   =============   =============


                                      F-12
<PAGE>


                            PHOTO CONTROL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 12. QUARTERLY INFORMATION (UNAUDITED)
The following is a summary of the unaudited quarterly financial information for
the years ended December 31, 2002, and 2003:

<TABLE>
<CAPTION>
Year ended December 31, 2002      1st Qtr.     2nd Qtr.     3rd Qtr.     4th Qtr.      Total
                                ----------------------------------------------------------------
<S>                               <C>         <C>           <C>          <C>          <C>
Sales                             $1,703,475  $2,027,180    $2,497,561   $1,511,177   $7,739,393
Gross Profit                         371,667     509,333       573,964      366,988    1,821,953
Net Income (Loss)                  (123,242)      24,976       119,503      148,772      170,009
Net Income (Loss) Per Share            (.08)         .02           .07          .09          .10


Year ended December 31, 2003      1st Qtr.     2nd Qtr.     3rd Qtr.     4th Qtr.      Total
                                ----------------------------------------------------------------
Sales                             $1,471,200  $1,700,519    $1,851,939     $891,780   $5,914,838
Gross Profit                         242,471     281,585       506,729      129,176    1,159,961
Net Income                         (316,573)   (190,490)        29,305    (486,713)    (964,471)
Net Income Per Share                   (.20)       (.12)           .02        (.30)        (.60)
</TABLE>

NOTE 13.  SUBSEQUENT EVENT
On January 5, 2004 the Company purchased all the assets and rights for the
Vaddio product line used in the video conferencing and presentation industry
from Vaddio LLC and Rob Sheeley. The purchase price for these assets was
$450,000 of cash, 50,000 shares of Photo Control common stock, the assumption of
approximately $80,000 of liabilities and payment of certain legal fees and
commissions. Effective January 5, 2004, Rob Sheeley and the six Vaddio employees
became employees of Photo Control.






                                      F-13
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Stockholders and Board of Directors
Nature Vision, Inc.
Brainerd, Minnesota


We have audited the accompanying balance sheets of Nature Vision, Inc. as of
December 31, 2002 and 2003 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 Nature Vision, Inc. as of
December 31, 2002 and 2003 and the results of its operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.


                                      s/ VIRCHOW, KRAUSE & COMPANY, LLP


Minneapolis, Minnesota
March 31, 2004
















                                      F-14
<PAGE>


                              NATURE VISION, INC.


BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               ASSETS
                                                                                                    MARCH 31, 2004
                                                           DECEMBER 31, 2002   DECEMBER 31, 2003      (UNAUDITED)
                                                           -----------------   -----------------   -----------------
CURRENT ASSETS
<S>                                                        <C>                 <C>                 <C>
     Cash and cash equivalents                             $          28,856   $          91,510   $          13,471
     Accounts receivable, net                                      1,380,182           1,410,730           1,450,325
     Inventories, net                                                976,227           1,090,287           1,070,714
     Prepaid expenses                                                153,175             101,705             194,750
     Deferred income taxes                                           103,700              42,500              42,500
                                                           -----------------   -----------------   -----------------
        Total Current Assets                                       2,642,140           2,736,732           2,771,760

PROPERTY AND EQUIPMENT, NET                                        1,104,209           1,106,020           1,139,995

INTANGIBLE ASSETS, NET                                                14,928              11,188              10,168
                                                           -----------------   -----------------   -----------------

     TOTAL ASSETS                                          $       3,761,277   $       3,853,940   $       3,921,923
                                                           =================   =================   =================

<CAPTION>

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                        <C>                 <C>                 <C>
     Line of credit, bank                                  $         230,000   $              --   $              --
     Current portion of long-term debt                               186,700              47,150              45,500
     Accounts payable                                              1,690,801           1,360,113           1,487,748
     Accrued payroll and payroll taxes                                30,013              75,103              19,865
     Accrued commissions                                              54,609              69,940              86,705
     Income taxes payable                                              3,000             176,750              73,950
     Accrued expenses                                                 91,896             147,747             102,314
                                                           -----------------   -----------------   -----------------
        Total Current Liabilities                                  2,287,019           1,876,803           1,816,082

LONG-TERM LIABILITIES
     Long-term debt, net of current portion                          467,726             476,417             466,954
     Deferred income taxes                                            68,900              86,800              86,800
                                                           -----------------   -----------------   -----------------

     Total Liabilities                                             2,823,645           2,440,020           2,369,836
                                                           -----------------   -----------------   -----------------

STOCKHOLDERS' EQUITY
     Capital Stock
        Par Value $.01 Authorized 10,000,000 shares
        Common shares issued and outstanding 3,076,500                30,765              30,765              30,765

     Additional Paid-In Capital                                      901,898             901,898             901,898

     Retained Earnings                                                 4,969             481,257             619,424
                                                           -----------------   -----------------   -----------------
        Total Stockholders' Equity                                   937,632           1,413,920           1,552,087
                                                           -----------------   -----------------   -----------------

                                                           -----------------   -----------------   -----------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $       3,761,277   $       3,853,940   $       3,921,923
                                                           =================   =================   =================
</TABLE>


                 See accompanying notes to financial statements.


                                      F-15
<PAGE>


                              NATURE VISION, INC.


STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,                THREE MONTHS ENDED MARCH 31,
                                         2002               2003                 2003                 2004
                                 -----------------    -----------------    -----------------    -----------------
                                                                               (Unaudited)          (Unaudited)
<S>                              <C>                  <C>                  <C>                  <C>
SALES, NET                       $       7,659,771    $       8,999,240    $       1,989,614    $       2,519,594

COST OF GOODS SOLD                       5,173,982            5,831,616            1,283,396            1,710,312
                                 -----------------    -----------------    -----------------    -----------------

       Gross Profit                      2,485,789            3,167,624              706,218              809,282

SELLING, GENERAL, AND
       ADMINISTRATIVE EXPENSES           2,140,689            2,385,963              619,246              529,365
                                 -----------------    -----------------    -----------------    -----------------

       Income from Operations              345,100              781,661               86,972              279,917
                                 -----------------    -----------------    -----------------    -----------------

OTHER INCOME (EXPENSE)
       Interest expense                    (56,261)             (49,528)              (7,128)              (5,730)
       Interest income                          --                  162                   --                   --
       Other income (expense)                 (351)              (2,307)             (44,250)             (58,020)
                                 -----------------    -----------------    -----------------    -----------------
           Net Other Expense               (56,612)             (51,673)             (51,378)             (63,750)
                                 -----------------    -----------------    -----------------    -----------------

Income Before Income Taxes                 288,488              729,988               35,594              216,167

PROVISION FOR  INCOME TAXES                121,000              253,700               12,500               78,000
                                 -----------------    -----------------    -----------------    -----------------

NET INCOME                       $         167,488    $         476,288    $          23,094    $         138,167
                                 =================    =================    =================    =================
</TABLE>


                 See accompanying notes to financial statements.

                                      F-16
<PAGE>


                              NATURE VISION, INC.


STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                               (ACCUMULATED
                                                                                                  DEFICIT)        TOTAL
                                                     NUMBER OF     COMMON       ADDITIONAL        RETAINED    STOCKHOLDERS'
                                                      SHARES       STOCK      PAID-IN CAPITAL      EARNING       EQUITY
                                                    ----------   ----------   ---------------    ----------   -------------
<S>                                                  <C>         <C>             <C>             <C>           <C>
Balances at December 31, 2001                        3,076,500   $   30,765      $  901,898      $ (162,519)   $  770,144

          2002 net income                                   --           --              --         167,488       167,488
                                                    ----------   ----------      ----------      ----------    ----------

Balances at December 31, 2002                        3,076,500       30,765         901,898           4,969       937,632

          2003 net income                                   --           --              --         476,288       476,288
                                                    ----------   ----------      ----------      ----------    ----------

Balances at December 31, 2003                        3,076,500       30,765         901,898         481,257     1,413,920

          1st quarter 2004 net income (unaudited)           --           --              --         138,167       138,167
                                                    ----------   ----------      ----------      ----------    ----------

Balances at March 31, 2004 (unaudited)               3,076,500   $   30,765      $  901,898      $  619,424    $1,552,087
                                                    ==========   ==========      ==========      ==========    ==========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-17
<PAGE>


                              NATURE VISION, INC.


STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,      THREE MONTHS ENDED MARCH 31,
                                                           ----------------------------    ----------------------------
                                                               2002            2003            2003            2004
                                                           ------------    ------------    ------------    ------------
                                                                                            (UNAUDITED)      (UNAUDITED)
<S>                                                        <C>             <C>             <C>             <C>
Cash flows from operating activities:
       Net income                                          $    167,488    $    476,288    $     23,094    $    138,167
          Adjustments to reconcile net income to net
         cash flows from operations
         Depreciation and amortization                          161,933         193,237          44,250          58,021
         Loss on disposal of property and equipment                  --           2,307              --              --
         Provision for deferred income taxes                    117,600          79,100          34,789              --
       Change in operating assets and liabilities
         Accounts receivable, net                              (367,533)        (30,548)        527,850         (39,595)
         Income taxes receivable                                    400              --              --              --
         Inventories, net                                       193,314        (114,060)        (19,681)         19,573
         Prepaid expenses                                       (68,779)         51,470           2,443         (93,045)
         Accounts payable                                       175,323        (330,688)       (241,902)        127,635
         Accrued payroll and payroll taxes                       12,393          45,090         (15,260)        (55,238)
         Accrued commissions                                     (5,743)         15,331         (13,904)         16,765
         Income taxes payable                                     3,000         173,750         (23,139)       (102,800)
         Accrued expenses                                        30,468          55,851          15,590         (45,433)
                                                           ------------    ------------    ------------    ------------
             Net Cash Flows from Operating Activities           419,864         617,128         334,130          24,050
                                                           ------------    ------------    ------------    ------------

Cash flows from investing activities:
       Purchases of property and equipment                     (244,310)       (193,390)        (28,873)        (90,976)
       Proceeds from sale of property and equipment                  --             450              --              --
       Cash paid for patents                                     (8,925)           (675)             --              --
                                                           ------------    ------------    ------------    ------------
             Net Cash Flows from Investing Activities          (253,235)       (193,615)        (28,873)        (90,976)
                                                           ------------    ------------    ------------    ------------

Cash flows from financing activities:
       Checks issued in excess of cash in bank                                                   52,278
       Payments on line of credit, bank                        (170,000)       (230,000)       (205,000)        (11,113)
       Proceeds from long-term debt                                  --          82,708              --              --
       Principal payments on long-term debt                      (8,074)       (213,567)       (181,391)             --
                                                           ------------    ------------    ------------    ------------
             Net Cash Flows from Financing Activities          (178,074)       (360,859)       (334,113)        (11,113)
                                                           ------------    ------------    ------------    ------------

Change in cash and cash equivalents                             (11,445)         62,654         (28,856)        (78,039)

Cash and cash equivalents at beginning of period                 40,301          28,856          28,856          91,510
                                                           ------------    ------------    ------------    ------------
Cash and cash equivalents at end of period                 $     28,856    $     91,510    $         --    $     13,471
                                                           ============    ============    ============    ============

Supplemental disclosure information:
       Cash paid for interest                              $     55,097    $     55,377    $     14,014    $      5,750
       Cash paid for income taxes                          $         --    $        850    $        850    $    180,800

Noncash investing and financing activities:
       Purchase of land and building with long-term debt   $    562,500    $         --    $         --    $         --
</TABLE>


                 See accompanying notes to financial statements.


                                      F-18
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               NATURE OF OPERATIONS

Nature Vision, Inc. (the Company) was established in 1998 to design and market
video viewing systems for the sport fishing market and other video based
consumer and industrial products. The Company grants credit to its customers
which are primarily dealers and consumers located throughout the United States
and Canada. The Company contracts with outside organizations for the manufacture
and sale of its products.

               INTERIM FINANCIAL INFORMATION

The accompanying balance sheet at March 31, 2004 and the statements of
operations, stockholders' equity, and cash flows for the three months ended
March 31, 2003 and 2004 are unaudited. The unaudited interim
balance sheet and statements of operations, stockholders' equity and cash flows
have been prepared on the same basis as the annual balance sheet and statements
of operations, stockholders' equity, and cash flows and, in the opinion of
management, reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the Company's financial position,
results of operations and its cash flows for the three months ended March 31,
2003 and 2004. The financial data and other information disclosed in the these
notes to the financial statements related to these periods are unaudited.
Operating results for the three months ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004.

               CASH AND CASH EQUIVALENTS

The Company maintains its cash balances primarily in one area bank. Cash
balances are insured up to $100,000 per bank by the FDIC. The balances, at
times, may exceed federally insured limits. The Company defines cash and cash
equivalents as highly liquid, short-term investments with a maturity at the date
of acquisition of three months or less.

               ACCOUNTS RECEIVABLE

The Company reviews customers' credit history before extending unsecured credit
and establishes an allowance for uncollectible accounts based upon factors
surrounding the credit risk of specific customers and other information.
Accounts receivable are generally due 30 days after invoice date. Accounts
receivable over 30 days are considered past due. The Company does not accrue
interest on past due accounts receivable. If accounts receivable in excess of
the provided allowance are determined uncollectible, they are charged to expense
in the year that determination is made. Accounts receivable are written off
after all collection efforts have failed. Accounts receivable have been reduced
by an allowance for uncollectible accounts of approximately $15,000 at December
31, 2002, December 31, 2003, and March 31, 2004.

               INVENTORIES

Inventories consist of raw materials and finished goods and are valued at lower
of cost using the first-in, first-out (FIFO) method or market.

               IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets, including property and equipment and
intangible assets, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of an asset may not be fully
recoverable. An impairment loss would be recognized when the estimated future
cash flows from the use of the asset are less than the carrying amount of that
asset. To date, there have been no such losses.

               DEPRECIATION

Property and equipment are recorded at cost. Depreciation is provided for using
the straight-line method over an estimated useful life of 30 years for buildings
and improvements and over useful lives ranging from three to seven years for all
other property and equipment. Improvements are capitalized while maintenance,
repairs and minor renewals are expensed when incurred.

               INTANGIBLE ASSETS

Intangible assets consisted primarily of costs related to trademarks and patents
and are being amortized using the straight-line method over their estimated
useful lives of five years. Amortization expense was $3,435 and $4,295 for the
years ended December 31, 2002 and 2003, respectively. Amortization expense for
the three months ended March 31, 2003 and 2004 was $1,035 and $1,020,
respectively. Accumulated amortization related to these assets was $7,577,
$11,872, and $12,892 at December 31, 2002, December 31, 2003, and March 31,
2004, respectively. Estimated amortization expense is as follows for the years
ending December 31:


                                      F-19
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


2004                                                                 $  4,012
2005                                                                    4,012
2006                                                                    1,920
2007                                                                    1,177
2008                                                                       67

               REVENUE RECOGNITION

The Company recognizes revenue on the date products are shipped to the customer.
Most sales are made with the right of return or exchange based on Company
policy. Estimated reserves for returns are established by management based on
historical experience and are subject to ongoing review and adjustment by the
Company. Sales and cost of goods sold are reported net of the provision for
actual and estimated future returns in the accompanying statements of
operations. Revenues are reported net of discounts and allowances.

               SHIPPING AND HANDLING COSTS

Shipping and handling costs charged to customers are included in sales and
shipping and handling costs incurred by the Company have been included in cost
of goods sold.

               ALLOWANCE ACCOUNTS

The Company has established allowance reserves for sales returns and warranty
cost. Both allowance reserves are estimated based on historical experience,
current product lines being sold, and management's estimates. The allowance
reserve for sales returns was $130,000, $60,000 and $60,000 at December 31,
2002, December 31, 2003, and March 31, 2004, respectively. The allowance for
warranty cost was $15,000, $20,000 and $20,000 at December 31, 2002, December
31, 2003 and March 31, 2004.

               PRODUCT WARRANTY

The Company provides a standard one-year warranty program for its products. The
Company records a provision for warranty claims for products based on historical
claim performance. The following table provides the expense recorded and charges
against the warranty reserve for the periods ended December 31 2002 and 2003,
and March 31, 2004.

                                              December 31,       (Unaudited)
                                       ----------------------     March 31,
                                          2002         2003         2004
                                       ---------    ---------    ---------
Accrued warranty balance - Beginning   $  12,000    $  15,000    $  20,000
Provision                                124,215       32,151      (38,880)
Warranty claims                         (121,215)     (27,151)      38,880
                                       ---------    ---------    ---------
Accrued warranty balance - Ending      $  15,000    $  20,000    $  20,000
                                       =========    =========    =========

               PREPAID EXPENSES

These costs include prepaid insurance contracts and purchased advertising time
on television programs, advertising space in outdoor publications and catalogs.
These costs are then expensed over the contract, as the television shows are
aired, and when the publications and catalogs are issued. Total advertising
expense was $457,262 and $580,405 for the years ended December 31, 2002 and
2003, respectively. Advertising expense for the three months ended March 31,
2003, and 2004 was $172,361 and $102,688, respectively.

               RESEARCH AND DEVELOPMENT

The Company expenses all costs related to product research and development as
incurred. Research and development expense was $38,110 and $83,839 for the years
ended December 31, 2002 and 2003, respectively. Research and development expense
for the three months ended March 31, 2003 and 2004 was $14,323 and $9,977,
respectively.

               SEGMENT REPORTING

A business segment is a distinguishable component of an enterprise that is
engaged in providing an individual product or service or a group of related
products or services and that is subject to risks and returns that are different
from those of other business segments. The Company's segments have similar
economic characteristics and are similar in the nature of the products sold,
type of customers, methods used to distribute the Company's products and
regulatory environment. Management believes that the Company meets the criteria
for aggregating its operating segments into a single reporting segment.

               STOCK-BASED COMPENSATION

The Company uses the intrinsic value-based method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for employee stock options. Under the
intrinsic value method, compensation expense is recorded only to the extent that
the market price of common stock exceeds the exercise price of the stock option
on the date of grant.


                                      F-20
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148 as an amendment to
SFAS No. 123 providing alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation and also provides required additional disclosures about the method
of accounting for stock-based employee compensation. The amendments are
effective for financial statements for fiscal years ending after December 15,
2002. The Company adopted the annual disclosure provision of SFAS No. 148 during
the year ended December 31, 2002. The Company has currently chosen to not adopt
the voluntary change to the fair value based method of accounting for
stock-based employee compensation, pursuant to SFAS No. 148.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Pursuant to APB No. 25 and related
interpretations, no compensation cost was recognized in the statements of
operations for the years ended December 31, 2002 and 2003, respectively, and the
three months ended March 31, 2003 and 2004 as the fair value of the Company's
stock approximated the option price. Had compensation cost been recognized based
on the fair values of options at the grant dates consistent with the provisions
of SFAS No. 123, the Company's net income would have decreased to the following
pro forma amounts:

                          Year ended         (Unaudited)        (Unaudited)
                          December 31,    Three months ended  Three months ended
                              2003         March 31, 2003       March 31, 2004
                          -----------     ------------------  ------------------
Net Income                $   476,288        $    23,094        $   138,167
                          ===========        ===========        ===========
Pro forma net income      $   464,546        $    23,094        $   138,167
                          ===========        ===========        ===========

Stock-based compensation:

As reported               $        --        $        --        $        --
                          ===========        ===========        ===========
Pro forma                 $    11,742        $        --        $        --
                          ===========        ===========        ===========


In determining the compensation cost of the options granted during 2003, as
specified by SFAS No. 123, the fair value of each option grant has been
estimated on the date of grant using the minimum value pricing model and the
weighted average assumptions used in these calculations are summarized as
follows:

                                                    (Unaudited)     (Unaudited)
                                    Year ended     Three months    Three months
                                    December 31,       ended           ended
                                        2003      March 31, 2003  March 31, 2004
                                    ------------  --------------  --------------
Risk-free interest rate                 2.625%           N/A             N/A
Expected life of options granted        5 years          N/A             N/A
Expected dividend yield                 0%               N/A             N/A

               FINANCIAL INSTRUMENTS

The carrying amounts for all financial instruments approximates fair value. The
carrying amounts for cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximate fair value because of the short
maturity of these instruments. The fair value of long-term debt approximates the
carrying amounts based upon the Company's expected borrowing rate for debt with
similar remaining maturities and comparable risk.

               INCOME TAXES

The Company accounts for income taxes using the asset and liability approach,
which requires the recognition of deferred tax assets and liabilities for tax
consequences of temporary differences between the financial statement and income
tax reporting bases of assets and liabilities based on currently enacted rates
and laws. These temporary differences principally include depreciation,
allowance for doubtful accounts, sales returns allowance, and warranty reserves.
Deferred taxes are reduced by a valuation allowance to the extent that
realization of the related deferred tax assets is not assured.

               ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 reporting period. Actual results could differ from those estimates.


                                      F-21
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


               RECLASSIFICATION

For comparability, certain 2002 amounts have been reclassified to conform with
classifications adopted in 2003.

               RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," effective for contracts entered
into or modified after June 30, 2003. This amendment clarifies when a contract
meets the characteristics of a derivative, clarifies when a derivative contains
a financing component and amends certain other existing pronouncements. The
adoption of SFAS No. 149 did not have a material effect on the Company's
financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 requires the classification as a
liability of any financial instruments with a mandatory redemption feature, an
obligation to repurchase equity shares, or a conditional obligation based on the
issuance of a variable number of its equity shares. The Company does not have
any financial instruments as defined by SFAS No. 150. The Company does not
expect the adoption of SFAS No. 150 to have a material effect on the Company's
financial statements.

In December 2003, the FASB issued FASB Interpretation No. 46 (Revised December
2003), "Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51" (FIN 46R). This standard replaces FIN 46, Consolidation of Variable
Interest Entities" that was issued in January 2003. FIN 46R modifies or
clarifies various provisions of FIN 46. FIN 46R addresses the consolidation of
business enterprises of variable interest entities (VIEs), as defined by FIN
46R. FIN 46R exempts certain entities from its requirements and provides for
special effective dates for entities that have fully or partially applied FIN 46
prior to issuance of FIN 46R. Otherwise, application of FIN 46R is required in
financial statements of public entities that have interest in structures
commonly referred to as special purpose entities for periods ending after
December 15, 2003. Application by the Company for all other types of VIEs is
required in financial statements for periods ending no later than the quarter
ended January 31, 2005. The Company does not expect the adoption of FIN 46R to
have a material effect on the Company's financial statements.


NOTE 2 - INVENTORIES

Inventories consisted of the following at:

                                   December 31,            (Unaudited)
                            --------------------------      March 31,
                                2002           2003           2004
                            -----------    -----------    -----------
Raw Materials               $   474,163    $   674,762    $   514,127
Finished Goods                  512,064        425,525        566,587
                            -----------    -----------    -----------
Total                           986,227      1,100,287      1,080,714
Less: Valuation Allowance       (10,000)       (10,000)       (10,000)
                            -----------    -----------    -----------
Inventories, net            $   976,227    $ 1,090,287    $ 1,070,714
                            ===========    ===========    ===========


                                      F-22
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                        December 31,            (Unaudited)
                                 --------------------------      March 31,
                                     2002           2003           2004
                                 -----------    -----------    -----------
Land                             $   150,000    $   150,000    $   150,000
Building and improvement             503,703        551,163        551,163
Tooling                              588,858        621,438        621,438
Office furniture and equipment       160,234        159,543        159,543
Warehouse equipment                   33,616         33,717         33,717
Vehicles                                  --         82,708         82,708
Construction in progress              21,769         47,362        138,338
                                 -----------    -----------    -----------
                Total              1,458,180      1,645,931      1,736,907
Less: Accumulated depreciation      (353,971)      (539,911)      (596,912)
                                 -----------    -----------    -----------
                Net              $ 1,104,209    $ 1,106,020    $ 1,139,995
                                 ===========    ===========    ===========

Depreciation expense on property and equipment was $158,319 and $188,822 for the
years ended December 31, 2002 and 2003, respectively. Depreciation expense for
the three months ended March 31, 2003 and 2004 was $43,245 and $57,000,
respectively.


NOTE 4 - LINE OF CREDIT, BANK

At December 31, 2003, the Company had a line of credit financing agreement with
First National Bank of Deerwood up to a maximum amount of $1,000,000. Interest
is payable monthly at prime plus .5% with a minimum interest rate of 5% ( 5.0%
at both December 31, 2003 and 2002). The line of credit is collateralized by
accounts receivable, inventories, property and equipment and expires on June 15,
2004. In addition, the line of credit is collateralized by personal guarantees
from certain stockholders of the Company. The credit agreement contains various
operating and financial covenants. The Company was in compliance with all
covenants at December 31, 2003.

The balance outstanding on the line of credit was $230,000, $0, and $0, at
December 31, 2002, December 31, 2003, and March 31, 2004, respectively.


                                      F-23
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


NOTE 5 - LONG-TERM DEBT

Long-term debt consisted of the following at:

<TABLE>
<CAPTION>
                                                          December 31,        (Unaudited)
                                                     ----------------------    March 31,
                                                       2002         2003         2004
                                                     ---------    ---------    ---------
<S>                                                  <C>          <C>          <C>
Note Payable - First National Bank of
Deerwood - monthly installments of $4,126
including interest at a variable rate of .75% over
the index rate (5%, 4.75%, and 4.75% at
December 31, 2002, 2003, and March 31, 2004,
respectively), with a final payment due June 10,
2009, secured by a mortgage on the Company's
land and building                                    $ 493,088    $ 451,887    $ 444,909

Note Payable - First National Bank of
Deerwood - paid in full during 2003                     61,338           --           --

Note Payable - GMAC - monthly installments
of $1,378 through April 2008. The note is non-
interest bearing, and is secured by two vehicles            --       71,680       67,545

Note Payable - individual - paid in full during
2003                                                   100,000           --           --
                                                     ---------    ---------    ---------

                              Totals                   654,426      523,567      512,454

Less: Current Portion                                 (186,700)     (47,150)     (45,500)
                                                     ---------    ---------    ---------

Long-Term Portion                                    $ 467,726    $ 476,417    $ 466,954
                                                     =========    =========    =========

                                                    December 31, (Unaudited)
                                                        2003    March 31, 2004
                                                     ---------    ---------
                         2004                        $  47,150    $  45,500
                         2005                           48,600       48,600
                         2006                           50,050       50,050
                         2007                           51,600       51,600
                         2008                           42,175       42,175
                       Thereafter                      283,992      274,529
                                                     ---------    ---------

                           Total                     $ 523,567    $ 512,454
                                                     =========    =========
</TABLE>


                                      F-24
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


NOTE 6 - STOCKHOLDERS' EQUITY

               OPTIONS

The Company has a Stock Option Plan (the Plan) which provides for granting of
incentive and nonstatutory stock options to employees and others. The aggregate
of 1,000,000 shares of the Company's common stock may be granted at exercise
prices not less than fair market value at the date of grant (not less than 110%
of fair market value for significant stockholders). The Board of Directors or a
committee administers the Plan. In general, options vest immediately and expire
up to three years from the date of grant.

Information regarding stock options is summarized below:

                                                                   Weighted
                                                                    Average
                                                   Number of         Option
                                                    Options      Exercise Price
                                                 -------------   --------------

Options outstanding, December 31, 2001                 400,000    $        0.10
Granted                                                     --               --
Expired                                               (400,000)           (0.10)
Exercised                                                   --               --
                                                 -------------    -------------

Options outstanding, December 31, 2002                      --               --
Granted                                                600,000             0.25
Expired                                                     --               --
Exercised                                                   --               --
                                                 -------------    -------------
Options outstanding, December 31, 2003                 600,000             0.25
Granted                                                     --               --
Expired                                                     --               --
Exercised                                                   --               --
                                                 -------------    -------------

Options outstanding, March 31, 2004 (Unaudited)        600,000    $        0.25
                                                 =============    =============

The Company issued 400,000 options on April 22, 1999 that were immediately
exercisable. The options expired on April 22, 2002. The weighted average fair
market value of the options issued during the year ended December 31, 2003 was
$0.03 and the weighted average contractual life of options outstanding at
December 31, 2003 and 4.42 years. The options exercisable at December 31, 2003
were 600,000.

               STOCK WARRANTS

In connection with the private placement offering the Company did in 1998, the
Company issued 107,650 six-year common stock warrants exercisable at $1.00 per
warrant. The warrants expire in December 2004.


NOTE 7 - INCOME TAXES

The provision for income taxes consists of the following components for:

<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                 Year ended December 31,    Three months ended March 31,
                                 -----------------------    ----------------------------
                                     2002        2003             2003        2004
                                   --------    --------         --------    --------
<S>                                <C>         <C>              <C>         <C>
Current                            $  3,400    $174,600         $ 12,500    $ 78,000
Deferred                            117,600      79,100                0           0
                                   --------    --------         --------    --------
Total provision for income taxes   $121,000    $253,700         $ 12,500    $ 78,000
                                   ========    ========         ========    ========
</TABLE>


                                      F-25
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


The provision for taxes differs from the expected provision that would result
from the application of federal tax rates to pre-tax book income. A comparison
of the provision for income tax expense at the federal statutory rate of 34% for
the years ended December 31, 2002 and 2003, and for the three months ended March
31, 2003 and 2004, to the Company's effective rate is as follows:

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                 For the year ended December 31    For the three months ended March 31,
                                 ------------------------------    ------------------------------------
                                       2002          2003                  2003           2004
                                    ----------    ----------            ----------     ----------
<S>                                       <C>           <C>                   <C>            <C>
Federal statutory tax rate                34.0%         34.0%                 34.0%          34.0%
State tax, net of federal benefit          2.8           2.8                   2.8            2.8
Permanent differences and other            5.1            .1                    .1             .1
Research and development credit             --          (2.1)                 (1.8)           (.8)
                                    ----------    ----------            ----------     ----------
        Effective tax rate                41.9%         34.8%                 35.1%          36.1%
                                    ==========    ==========            ==========     ==========
</TABLE>

The net deferred tax assets and liabilities included in the financial statements
include the following amounts:

<TABLE>
<CAPTION>
                                                         December 31,            (Unaudited)
                                                 ----------------------------     March 31,
                                                     2002            2003           2004
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Current Amounts

Deferred tax assets                              $    103,700    $     42,500    $     42,500
                                                 ------------    ------------    ------------

        Net Current Deferred Tax                 $    103,700    $     42,500    $     42,500
                                                 ============    ============    ============

Noncurrent Amounts
------------------

Deferred tax assets                              $      2,100    $      3,200    $      3,200
Deferred tax liabilities                              (71,000)        (90,000)        (90,000)
                                                 ------------    ------------    ------------

Net Noncurrent Deferred Tax Assets (Liability)   $    (68,900)   $    (86,800)   $    (86,800)
                                                 ============    ============    ============
</TABLE>


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company had sales for the years ended December 31, 2002 and 2003 to a
related party of approximately $130,100 and $68,000, respectively. Sales to
related parties for the three months ended March 31, 2003 and 2004 were
approximately $27,000 and $25,000, respectively. Amounts due from (payable to)
the related party at December 31, 2002, December 31, 2003, and March 31, 2004
were $15,600 and $(4,923), and $(407) respectively.

The Company has significant purchases from a business in which a member of the
Board of Directors maintains significant control. See note 10 concentrations for
details.

The Company had a royalty agreement with a company owned by one of its
stockholder. Under the agreement, the Company was required to pay a royalty of
$1.00 per unit for certain products sold. Total royalty expense under this
agreement was $0 and $46,662 for the years ended December 31, 2002 and 2003,
respectively. Subsequent to year end, the Company terminated the royalty
agreement.


NOTE 9 -  COMMITMENTS AND CONTINGENCIES

               LEASES

The Company had a lease agreement for a vehicle for an officer that expired in
April 2003. Lease payments of approximately $592 were due monthly. Total lease
expense was $8,260 and $1,067 for the years ended December 31, 2002 and 2003,
respectively. Total lease expense for the three months ended March 31, 2003 and
2004 were $1,775 and $0, respectively.

The Company had a lease agreement for the rental of an office and shop building
in Baxter, Minnesota. The lease expired on March 31, 2003. The lease had a fixed
monthly rental rate of $3,010 payable on the first day of the month plus real
estate taxes and insurance. Rent expense under the lease agreement was $49,504
and $12,018 for the years ended December 31, 2002 and 2003, respectively. Rent
expense under the lease agreement was $12,018 and $0 for the three months ended
March 31, 2003 and 2004, respectively.


                                      F-26
<PAGE>


                               NATURE VISION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2003


LICENSE AGREEMENT

In January 2002, Waterstrike Incorporated (Waterstrike) granted the Company an
exclusive license for use of certain underwater camera technologies. Under the
agreement, the Company is required to pay Waterstrike a royalty of $23 for each
licensed product sold beginning January 1, 2002. The agreement requires the
Company to pay annual royalties based on a minimum level of unit sales. If the
minimum level of unit sales is not met, the Company must pay additional
royalties up to the minimum required, or forfeit the exclusivity of the
agreement. For the years ended December 31, 2002 and 2003, the Company did not
meet the minimum unit sales level required under the agreement and may lose the
exclusivity of the license agreement. The license will terminate upon the later
of the date of expiration of the last to expire patent included in the licensed
technology, or the date that the Company permanently ceases the sale of devises
using the technology. Royalty expense pursuant to this exclusive license
agreement was $19,872 and $33,281 for the years ended December 31, 2002 and
2003, respectively. For the three months ended March 31, 2003 and 2004, royalty
expense pursuant to the exclusive license agreement was $11,569 and $11,661,
respectively.


NOTE 10 - CONCENTRATIONS

               MAJOR CUSTOMERS

For the year ended December 31, 2002, sales to two customers amounted to
approximately 32% and 13% of net sales, respectively. During the year ended
December 31, 2003, sales to two customers amounted to approximately 20% and 14%
of net sales, respectively. For the three months ended March 31, 2003, sales to
two customers amounted to approximately 33% and 14%, respectively. For the three
months ended March 31, 2004, sales to two customers amounted to approximately
25% and 22%, respectively. At December 31, 2002, approximately 46% and 12% of
the total accounts receivable was due from two customers, respectively. At
December 31, 2003, approximately 41% and 13% of total accounts receivable was
due from two customers. At March 31, 2004, approximately 30% and 30% of total
accounts receivable was due from two customers.

               MAJOR SUPPLIERS

Purchases for the years ended December 31, 2002 and 2003 include purchases from
a major supplier that individually accounted for 44% and 62%, respectively, of
the supplies and materials used by the Company. For the three months ended March
31, 2003 and 2004, purchases of supplies and materials from a major supplier
account for 59% and 52%, respectively. Management believes no risk is present
under this arrangement due to other suppliers being readily available.


NOTE 11 - RETIREMENT PLAN

The Company has a Savings Incentive Match Plan for Employees (SIMPLE) retirement
plan for its employees. Employees who reasonably expected to receive at least
$5,000 in compensation for the calendar year are eligible. The Company
contributes matching contributions up to 3% of an employees qualified
compensation to the employees retirement account. The contribution percentage is
to be determined annually at the beginning of each year and communicated to
employees. Company contributions made to the plan for the years ended December
31, 2002 and 2003 were $18,472 and $13,957, respectively. For the three months
ended March 31, 2003 and 2004, contributions to the plan were $8,005 and $5,350,
respectively.


NOTE 12 - SUBSEQUENT EVENT

               LETTER OF INTENT

On February 3, 2004, the Company entered into an agreement for a proposed merger
with Photo Control Corporation, a public company. Closing of the proposed merger
transaction is subject to certain requirements, including necessary stockholder
approval of Photo Control Corporation and Company shareholders, completion of
final documentation, due diligence and other customary pre-closing conditions.
Furthermore, closing of the proposed merger is contingent upon an effective
registration of Photo Control Corporation shares to be received by Company
shareholders.


                                      F-27
<PAGE>


          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 15, 2004, Photo Control Corporation and Nature Vision, Inc. reached an
agreement to merge. Under the terms of the agreement, 1,788,585 shares of Photo
Control Corporation common stock will be exchanged for all of the outstanding
capital stock of Nature Vision, and 411,406 shares of Photo Control Corporation
common stock will be reserved for issuance upon exercise of outstanding Nature
Vision, Inc. options and warrants. As a part of the proposed merger, Richard P.
Kiphart, a director of Photo Control Corporation, has agreed to provide
financing to Photo Control Corporation by purchasing $1,000,000 worth of Photo
Control Corporation common stock. The proposed merger is subject to approval by
the shareholders of both companies and other customary closing conditions.

The following unaudited pro forma condensed combined statements of operations
reflect the pro forma results of operations of Photo Control Corporation for the
year ended December 31, 2003 and the three months ended March 31, 2004 with
those of Nature Vision, Inc. as if the proposed merger occurred on January 1,
2003 under the assumptions set forth in the accompanying notes. The pro forma
adjustments reflect the consummation of the proposed merger based upon the
purchase method of accounting in which Photo Control Corporation will be
acquired by Nature Vision, Inc. (a reverse acquisition in which Nature Vision,
Inc. is considered the acquirer for accounting purposes). The unaudited pro
forma condensed combined balance sheet combines the March 31, 2004 unaudited
historical balance sheet of Photo Control Corporation with the March 31, 2004
unaudited March 31, 2004 historical balance sheet of Nature Vision, Inc. as if
the proposed merger occurred on March 31, 2004 under the assumptions set forth
in the accompanying notes.

The pro forma information should be read in conjunction with the audited and
unaudited financial statements and notes that are included in this document. The
pro forma adjustments do not reflect any operating efficiencies and cost savings
which may be achievable with respect to the combined companies.

These pro forma financial statements do not purport to present results, which
would actually have been obtained if the reverse merger had been in effect
during the periods covered, or any future results which may in fact be realized.
For purposes of preparing the pro forma financial statements, Photo Control
Corporation will establish a new basis for its assets and liabilities based upon
the fair values thereof. A final determination of the fair value of assets and
liabilities has not been yet made. Accordingly, the purchase accounting
adjustments made in connection with the development of the pro forma combined
financial information are preliminary and have been made solely for purposes of
developing such pro forma combined financial information. Photo Controls
Corporation will undertake a study to determine the fair values of assets and
liabilities and will make appropriate purchase accounting adjustments upon
completion of that study. In addition, a study on the effect of Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations" will be
required.


                                      F-28
<PAGE>


                            PHOTO CONTROL CORPORATION
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                                 March 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                   ASSETS                              Photo Control      Nature Vision
                                                                        Corporation        Inc.
                                                                     ---------------   --------------
<S>                                                                     <C>              <C>
CURRENT ASSETS
     Cash                                                               $ 2,579,706         $ 13,471    E
     Accounts receivable net allowance for doubtful accounts                516,695        1,450,325
     Inventories                                                          2,737,734        1,070,714
     Prepaid expenses                                                        62,666          194,750
     Refundable income taxes and deferred income taxes                       60,591           42,500
                                                                     ---------------   --------------
          Total Current Assets                                            5,957,392        2,771,760
                                                                     ---------------   --------------
                                                                   1
PROPERTY AND EQUIPMENT
     Land                                                                   152,590          150,000    B
                                                                                                        H
     Building & Improvements                                              2,028,529          551,163    A
                                                                                                        B
                                                                                                        H
     Construction in Progress                                                                138,338
     Machinery & Equipment                                                2,573,791          897,406    A
                                                                                                        H
     Accumulated depreciation-land & building                            (1,316,929)         (39,320)   A
     Accumulated depreciation-machinery & equipment                      (2,293,809)        (557,592)   A
                                                                     ---------------   --------------
          Total Property and Equipment                                    1,144,172        1,139,995
                                                                     ---------------   --------------

OTHER ASSETS
     Patent, net                                                          1,038,800            9,292    H
     Trademarks, net                                                              -              876
     Goodwill                                                               400,825                     H
     Cash value of life insurance                                           104,886                -
                                                                     ---------------   --------------
          Total other Assets                                              1,544,511           10,168
                                                                     ---------------   --------------

                                                                        $ 8,646,075      $ 3,921,923
                                                                     ===============   ==============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Purchase contract and current maturities of long-term debt           $ 100,000         $ 45,500
     Accounts payable                                                       478,556        1,487,748
     Accrued payroll and employee benefits                                  188,922           19,865
     Accrued expenses                                                       216,569          262,969
                                                                     ---------------   --------------
          Total current liabilities                                         984,047        1,816,082

LONG-TERM LIABILITIES
     Excess of net assets acquired over purchase price                                                  B
                                                                                                        C
                                                                                                        F
                                                                                                        G
                                                                                                        H
     Long-term debt, net of current portion                                       -          466,954
     Other accrued expense- retirement benefit                              828,316                     C
     Deferred income taxes                                                        -           86,800
                                                                     ---------------   --------------

        TOTAL LIABILITIES                                                 1,812,363        2,369,836
                                                                     ---------------   --------------

STOCKHOLDERS' EQUITY
     Common stock, par value of $.08, 5,000,000 shares authorized
         1,720,163 shares issued outstanding, pro forma common
         shares outstanding 3,508,748                                       137,613                -    D
     Common stock, $.01 par value; 10,000,000 shares
        authorized, 3,076,500 shares issued and outstanding                       -           30,765    D
      Additional paid in capital                                          1,581,744          901,898    D
                                                                                                        D
                                                                                                        E
                                                                                                        G
      Retained earnings                                                   5,114,355          619,424    F
                                                                     ---------------   --------------
          Total Stockholders' Equity                                      6,833,712        1,552,087
                                                                     ---------------   --------------

                                                                        $ 8,646,075      $ 3,921,923
                                                                     ===============   ==============
</TABLE>


                       [WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                                   ASSETS                              Pro Forma        Pro Forma
                                                                       Adjustments       Combined
                                                                     ---------------  ---------------
<S>                                                                    <C>              <C>
CURRENT ASSETS
     Cash                                                                $ (500,000)     $ 2,093,177
     Accounts receivable net allowance for doubtful accounts                               1,967,020
     Inventories                                                                           3,808,448
     Prepaid expenses                                                                        257,416
     Refundable income taxes and deferred income taxes                                       103,091
                                                                     ---------------  ---------------
          Total Current Assets                                             (500,000)       8,229,152
                                                                     ---------------  ---------------

PROPERTY AND EQUIPMENT
     Land                                                                    47,410          221,703
                                                                           (128,297)
     Building & Improvements                                             (1,316,929)       1,017,236
                                                                            588,400
                                                                           (833,927)
     Construction in Progress                                                                138,338
     Machinery & Equipment                                               (2,293,809)         997,784
                                                                           (179,604)
     Accumulated depreciation-land & building                             1,316,929          (39,320)
     Accumulated depreciation-machinery & equipment                       2,293,809         (557,592)
                                                                     ---------------  ---------------
          Total Property and Equipment                                     (506,018)       1,778,149
                                                                     ---------------  ---------------

OTHER ASSETS
     Patent, net                                                           (666,372)         381,720
     Trademarks, net                                                                             876
     Goodwill                                                              (257,122)         143,703
     Cash value of life insurance                                                            104,886
                                                                     ---------------  ---------------
          Total other Assets                                               (923,494)         631,185
                                                                     ---------------  ---------------

                                                                       $ (1,929,512)    $ 10,638,486
                                                                     ===============  ===============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Purchase contract and current maturities of long-term debt                 $ -        $ 145,500
     Accounts payable                                                                      1,966,304
     Accrued payroll and employee benefits                                                   208,787
     Accrued expenses                                                                        479,538
                                                                     ---------------  ---------------
          Total current liabilities                                               -        2,800,129
                                                                                                   -
LONG-TERM LIABILITIES
     Excess of net assets acquired over purchase price                      635,810          190,953
                                                                           (190,953)
                                                                          5,114,355
                                                                         (3,493,890)
                                                                         (2,065,322)
     Long-term debt, net of current portion                                                  466,954
     Other accrued expense- retirement benefit                              190,953        1,019,269
     Deferred income taxes                                                                    86,800
                                                                     ---------------  ---------------

        TOTAL LIABILITIES                                                   190,953        4,373,152
                                                                     ---------------  ---------------

STOCKHOLDERS' EQUITY
     Common stock, par value of $.08, 5,000,000 shares authorized
         1,720,163 shares issued outstanding, pro forma common
         shares outstanding 3,508,748                                       143,087          280,700
     Common stock, $.01 par value; 10,000,000 shares                                               -
        authorized, 3,076,500 shares issued and outstanding                 (30,765)               -
      Additional paid in capital                                           (143,087)       5,365,210
                                                                             30,765
                                                                           (500,000)
                                                                          3,493,890
      Retained earnings                                                  (5,114,355)         619,424
                                                                     ---------------  ---------------
          Total Stockholders' Equity                                     (2,120,465)       6,265,334
                                                                     ---------------  ---------------

                                                                       $ (1,929,512)    $ 10,638,486
                                                                     ===============  ===============
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-29
<PAGE>


                                     PHOTO CONTROL CORPORATION
                                  Unaudited Pro Forma Adjustments
Wednesday, March 31, 2004

<TABLE>
<S>     <C>                                                                                <C>                    <C>
A       Accumulated Depreciation - Building & Improvements                                 1,316,929
        Accumulated Depreciation - Machinery & Equipment                                   2,293,809
         Building & Improvements                                                                                  1,316,929
         Machinery & Equipment                                                                                    2,293,809

         To eliminate accumulated depreciation for Building & Improvements and Machinery
         & Equipment for Photo Control Corporation as of March 31, 2004.


B       Land                                                                                  47,410
        Building & Improvements                                                              588,400
         Excess of net assets acquired over purchase price                                                          635,810

         To adjust Photo Control Corporation's Land and Building & Improvements to estimated
         fair market value at March 31, 2004. Estimated fair market value reflects reverse merger
         accounting required for Photo Control.


C       Excess of net assets acquired over purchase price                                    190,953
         Other Accrued Expenses - Retirement Benefit                                                                190,953

         To adjust retirement benefits accrual to actual at 3/31/04.

D       Additional Paid in Capital - Nature Vision, Inc.                                     143,087
        Common stock - Nature Vision, Inc.                                                    30,765
         Common Stock - Photo Control Corporation                                                                   143,087
         Additional Paid In Capital  - Photo Control Corporation                                                     30,765

        To eliminate Nature Visions, Inc. common stock and
         record issuance of 1,788,585 common shares at $.08 par value

E       Additional Paid-in Capital                                                           500,000
         Cash  - Photo Control Corporation                                                                          500,000

        To record estimated transaction costs of proposed merger.


F       Retained earnings - Photo Control Corporation                                      5,114,355
         Excess of net assets acquired over purchase price                                                        5,114,355

                  To eliminate Photo Control Corporation's retained earnings.

G       Excess of net assets acquired over purchase price                                  3,493,890
         Additional Paid-in Capital                                                                               3,493,890

        To adjust Photo Controls equity to weighted average closing
        price

H       Excess of net assets acquired over purchase price                                  2,065,322
         Land                                                                                                       128,297
         Buildings                                                                                                  833,927
         Machinery & Equipment                                                                                      179,604
         Patent                                                                                                     666,372
         Goodwill                                                                                                   257,122

        To allocate excess of net assets acquired over purchase price
        against long-term assets as required by FAS 141.
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-30
<PAGE>


                            PHOTO CONTROL CORPORATION

              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Year Ended December 31, 2003
                                                    --------------------------------------
                                                      Photo Control      Nature Vision         Pro Forma       Pro Forma
                                                       Corporation            Inc.             Adjustments     Combined
                                                    ------------------ -------------------    -----------------------------
<S>                                                       <C>                 <C>             <C>             <C>
NET SALES                                                 $ 5,914,838         $ 8,999,240     $          -    $ 14,914,078

COST OF SALES                                               4,754,877           5,831,616                     $ 10,586,493
                                                    ------------------ -------------------    -------------  --------------

     Gross Profit                                           1,159,961           3,167,624                -       4,327,585
                                                    ------------------ -------------------    -------------  --------------

EXPENSES
     Marketing and Administrative                           1,358,843           2,385,963   1     (344,910)      3,504,257
                                                                                            2      104,361
     Research & Development and Engineering                   861,589                   -                          861,589
                                                    ------------------ -------------------    -------------  --------------
          Total Expenses                                    2,220,432           2,385,963         (240,549)      4,365,846
                                                    ------------------ -------------------    -------------  --------------

     Income (loss) from operations                         (1,060,471)            781,661          240,549         (38,261)

OTHER INCOME (EXPENSE)
     Interest expense                                               -             (49,528)                         (49,528)
     Interest income                                                -                 162                              162
     Other expense                                                  -              (2,307)                          (2,307)
                                                    ------------------ -------------------    -------------  --------------
          Total Other Income (Expense)                              -             (51,673)               -         (51,673)
                                                    ------------------ -------------------    -------------  --------------

     Income (Loss) before income taxes                     (1,060,471)            729,988          240,549         (89,934)

INCOME TAX PROVISION (BENEFIT)                                (96,000)            253,700                          157,700
                                                    ------------------ -------------------    -------------  --------------

     NET INCOME (LOSS)                                     $ (964,471)          $ 476,288        $ 240,549      $ (247,634)
                                                    ================== ===================    =============  ==============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                 $ (0.60)                                             $ (0.07)
                                                    ==================                                       ==============

WEIGHTED AVERAGE COMMON SHARES:

Basic and diluted                                           1,604,163                            1,788,585       3,392,748
                                                    ==================                        =============  ==============
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-31
<PAGE>


                            PHOTO CONTROL CORPORATION
                         Unaudited Pro forma Adjustments
                      For the year ended December 31, 2003
<TABLE>
<CAPTION>
<S>  <C>                                                                                                                  <C>
     1 Depreciation Expense                                                                                               (76,115)

            To eliminate depreciation expense recorded on Photo Control Corporation's building for the year
            ended December 31, 2003 based on historical cost basis.

     2 Depreciation Expense                                                                                                15,535

            To record pro forma depreciation expense on estimated fair value of building of $466,073 for
            Photo Control Corporation for the year ended December 31, 2003. Estimated fair value reflects
            reverse merger accounting required for Photo Control Corporation.  Estimated life 30 years.

     1 Depreciation Expense                                                                                               (91,471)

            To eliminate depreciation expense recorded on Photo Control Corporation's machinery for the year
            ended December 31, 2003 based on historical cost basis.

     2 Depreciation Expense                                                                                                14,340

            To record pro forma depreciation expense on estimated fair value of machinery of $100,378 for
            Photo Control Corporation for the year ended December 31, 2003. Estimated fair value reflects
            reverse merger accounting required for Photo Control Corporation.  Estimated life 7 years.

     1 Amortization Expense                                                                                              (177,324)

            To eliminate amortization expense recorded on Photo Control Corporation's patents for the year
            ended December 31, 2003 based on historical cost basis.

     2 Amortization Expense                                                                                                74,486

            To record pro forma amortization expense on estimated fair value of patent of $372,428 for
            Photo Control Corporation for the year ended December 31, 2003. Estimated fair value reflects
            reverse merger accounting required for Photo Control Corporation.  Estimated life 5 years.
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-32
<PAGE>


                            PHOTO CONTROL CORPORATION

              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                    For The Three Months Ended March 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Three Months Ended March 31, 2004
                                                      -------------------------------------
                                                        Photo Control      Nature Vision         Pro Forma    Pro Forma
                                                         Corporation           Inc.             Adjustments    Combined
                                                      ------------------ ------------------    ------------ --------------
<S>                                                         <C>                <C>             <C>            <C>
NET SALES                                                   $ 1,626,169        $ 2,519,594     $         -    $ 4,145,763

COST OF SALES                                                 1,511,242          1,710,312
                                                      ------------------ ------------------    ------------ --------------

     Gross Profit                                               114,927            809,282               -        924,209
                                                      ------------------ ------------------    ------------ --------------

EXPENSES
     Marketing and Administrative                               572,984            529,365   3     (96,570)     1,031,870
                                                                                             4      26,091
     Research & Development and Engineering                     203,050                  -                        203,050
                                                      ------------------ ------------------    ------------ --------------
          Total (Expense)                                       776,034            529,365         (70,479)     1,234,920
                                                      ------------------ ------------------    ------------ --------------

     Income from operations                                    (661,107)           279,917          70,479       (310,711)

OTHER INCOME (EXPENSE)
     Interest expense                                                 -             (5,730)                        (5,730)
     Interest income                                                  -                  -                              -
     Other expense                                                    -            (58,020)                       (58,020)
                                                      ------------------ ------------------    ------------ --------------
          Total Other Income (Expense)                                -            (63,750)              -        (63,750)
                                                      ------------------ ------------------    ------------ --------------

     Income (Loss) before income taxes                         (661,107)           216,167          70,479       (374,461)

INCOME TAX PROVISION                                                  -             78,000                         78,000
                                                      ------------------ ------------------    ------------ --------------

     NET INCOME (LOSS)                                       $ (661,107)         $ 138,167      $    70,479    $ (452,461)
                                                      ================== ==================    ============ ==============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                   $ (0.39)                                          $ (0.13)
                                                      ==================                                    ==============

WEIGHTED AVERAGE COMMON SHARES:

Basic and diluted                                             1,698,163                          1,788,585      3,486,748
                                                      ==================                       ============ ==============
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-33
<PAGE>


                            PHOTO CONTROL CORPORATION
                         Unaudited Pro forma Adjustments
                    For the three months ended March 31, 2004

<TABLE>
<S>   <C>                                                                                                                 <C>
      3 Depreciation Expense                                                                                              (19,028)

                    To eliminate depreciation expense recorded on Photo Control Corporation's building for the three
                    months ended March 31, 2004 based on historical cost basis.

      4 Depreciation Expense                                                                                                3,885

                    To record pro forma depreciation expense on estimated fair value of building of $466,073
                    Photo Control Corporation for the three months ended March 31, 2004. Estimated fair value reflects
                    reverse merger accounting required for Photo Control Corporation.  Estimated useful life of 30 years.

      3 Depreciation Expense                                                                                              (22,868)

                    To eliminate depreciation expense recorded on Photo Control Corporation's machinery for the three months
                    ended March 31, 2004 based on historical cost basis.

      4 Depreciation Expense                                                                                                3,585

                    To record pro forma depreciation expense on estimated fair value of machinery of $100,378 for
                    Photo Control Corporation for the three months ended March 31, 2004. Estimated fair value reflects
                    reverse merger accounting required for Photo Control Corporation.  Estimated life 7 years.

      3 Amortization Expense                                                                                              (54,674)

                    To eliminate amortization expense recorded on Photo Control Corporation's patents for the three months
                    ended March 31, 2004 based on historical cost basis.

      4 Amortization Expense                                                                                               18,621

                    To record pro forma amortization expense on estimated fair value of patents of $372,428 for
                    Photo Control Corporation for the three months ended March 31, 2004. Estimated fair value reflects
                    reverse merger accounting required for Photo Control Corporation.  Estimated life 5 years.
</TABLE>


      See accompanying notes to unaudited pro forma financial information.


                                      F-34
<PAGE>


                           PHOTO CONTROL CORPORATION
          NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
                      MARCH 31, 2004 AND DECEMBER 31, 2003


(1)            DESCRIPTION OF THE TRANSACTION

On April 15, 2004, Photo Control Corporation (Photo Control) and Nature Vision,
Inc. (Nature Vision) reached an agreement to merge. Under the terms of the
agreement, 1,788,585 shares of Photo Control common stock will be exchanged for
all of the outstanding capital stock of Nature Vision, and 411,406 shares of
Photo Control common stock will be reserved for issuance upon exercise of
outstanding Nature Vision options and warrants. As a part of the proposed
merger, Richard P. Kiphart, a director of Photo Control Corporation, has agreed
to provide financing to Photo Control Corporation by purchasing $1,000,000 worth
of Photo Control Corporation common stock. The proposed merger is subject to
approval by the shareholders of both companies and other customary closing
conditions.

Based on the proposed merger of Photo Control and Nature Vision, Nature Vision
will become a wholly-owned subsidiary of Photo Control and the officers and
directors of Photo Control will be comprised of the majority of directors of
Nature Vision and the officers will become the former officers of Nature Vision.
The only director from Photo Control who will remain on the board is Richard P.
Kiphart. Mr. Kiphart will not be the chair of the board. In addition, Nature
Vision shareholders on a fully diluted basis will own 46% of the common shares
of the combined companies. In addition, Photo Control will change its name to
Nature Vision. The pro forma unaudited financial information assumes the
proposed merger will be accounted for as a purchase of Photo Control by Nature
Vision (a reverse acquisition in which Nature Vision is considered the acquirer
for accounting purposes). The pro forma adjustments reflecting the consummation
of the proposed merger and based upon the transaction being considered a reverse
acquisition for accounting purposes. This pro forma information should be read
in conjunction with the audited and unaudited financial statements and notes
that are included in this registration statement.

The pro forma adjustments do not reflect any operating efficiencies and cost
savings which may be achievable with respect to the combined companies.

The following unaudited combined balance sheet as of March 31, 2004 gives effect
to the reverse merger as if it occurred on March 31, 2004. The unaudited pro
forma statements of operations give effect to the proposed merger as if it
occurred on January 1, 2003.


(2)      DESCRIPTION OF PRO FORMA ADJUSTMENTS

         (A)      Accumulated depreciation accounts for Photo Control
                  Corporation were eliminated in accordance with the purchase
                  method of accounting.

         (B)      Photo Control Corporation's assets were adjusted to reflect
                  estimated fair market value in accordance with purchase method
                  accounting as of March 31, 2004. The estimated fair market
                  value of land and building of Photo Control was $1,500,000
                  (land $200,000 and building $1,300,000).

         (C)      Photo Control corporation's accrued retirement benefit was
                  adjusted to reflect fair market value as of March 31, 2004 in
                  accordance with the purchase method of accounting.

         (D)      Restatement of Nature Vision's common stock and additional
                  paid-in capital to $.08 par value maintained by Photo Control
                  Corporation in accordance with the purchase method of
                  accounting.

         (E)      Recording of estimated transaction costs incurred by Photo
                  Control Corporation for the proposed merger.

         (F)      Reclassification of Photo Control Corporation's historic
                  retained earnings no longer applicable with purchase
                  accounting.

         (G)      Photo Control's common stock and additional paid-in capital
                  were adjusted to fair value determined by taking the weighted
                  average closing price of shares 10 days before and 10 days
                  after announcement of merger on April 16, 2004.

         (H)      Allocation of the excess of net assets acquired over fair
                  value of Photo Control's weighted average share price to
                  long-term assets under the purchase method of accounting.


                                      F-35
<PAGE>


                                                                         ANNEX A










                   MERGER AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                              NATURE VISION, INC.,

                           PHOTO CONTROL CORPORATION,

                              PC ACQUISITION, INC.,

                  JEFF ZERNOV (AS STOCKHOLDERS' REPRESENTATIVE)

                                       AND

                          THE UNDERSIGNED STOCKHOLDERS


                                 April 15, 2004


<PAGE>


                                TABLE OF CONTENTS

                   MERGER AGREEMENT AND PLAN OF REORGANIZATION

ARTICLE 1  THE MERGER......................................................
         1.1     The Merger................................................
         1.2     Closing; Effective Time...................................
         1.3     Effect of the Merger......................................
         1.4     Certificate of Incorporation; Bylaws......................
         1.5     Directors and Officers....................................A-3
         1.6     Effect on Capital Stock...................................A-3
         1.7     Surrender of Certificates.................................A-7
         1.8     No Further Ownership Rights in Target Capital Stock.......A-9
         1.9     Lost, Stolen or Destroyed Certificates....................A-9
         1.10    Tax and Accounting Consequences...........................A-9
         1.11    Exemption from Registration...............................A-10
         1.12    Taking of Necessary Action; Further Action................A-10

ARTICLE 2  REPRESENTATIONS AND WARRANTIES OF TARGET........................A-10
         2.1     Organization, Standing and Power..........................A-10
         2.2     Capital Structure.........................................A-10
         2.3     Authority; Noncontravention...............................A-11
         2.4     Financial Statements......................................A-11
         2.5     Absence of Certain Changes................................A-12
         2.6     Absence of Undisclosed Liabilities........................A-12
         2.7     Accounts Receivable.......................................A-12
         2.8     Litigation, Restrictions on Business Activities...........A-12
         2.9     Minute Books..............................................A-13
         2.10    Governmental Authorization................................A-13
         2.11    Title to Property.........................................A-13
         2.12    Intellectual Property.....................................A-13
         2.13    Environmental Matters.....................................A-14
         2.14    Taxes.....................................................A-14
         2.15    Employee Benefit Plans....................................A-15
         2.16    Employment Matters........................................A-16
         2.17    Related Party Transactions................................A-16
         2.18    Insurance.................................................A-17
         2.19    Compliance with Laws......................................A-17
         2.20    Real Property.............................................A-17
         2.21    Brokers' and Finders' Fees................................A-17
         2.22    Vote Required.............................................A-17
         2.23    Inventory.................................................A-17
         2.24    Customers and Suppliers...................................A-17
         2.25    Material Contracts........................................A-18


                                        i
<PAGE>


         2.26    Complete Copies of Materials..............................A-18
         2.27    Representations Complete..................................A-18
         2.28    Projections...............................................A-18

ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB.......A-19
         3.1     Organization, Standing and Power..........................A-19
         3.2     Capitalization and Voting Rights..........................A-19
         3.3     Authority.................................................A-20
         3.4     SEC Documents; Financial Statements.......................A-21
         3.5     Financial Statements......................................A-21
         3.6     Absence of Certain Changes................................A-22
         3.7     Absence of Undisclosed Liabilities........................A-22
         3.8     Accounts Receivable.......................................A-22
         3.9     Litigation, Restrictions on Business Activities...........A-22
         3.10    Minute Books..............................................A-22
         3.11    Governmental Authorization................................A-22
         3.12    Title to Property.........................................A-23
         3.13    Intellectual Property.....................................A-23
         3.14    Environmental Matters.....................................A-23
         3.15    Taxes.....................................................A-23
         3.16    Employee Benefit Plans....................................A-24
         3.17    Employment Matters........................................A-24
         3.18    Related Party Transactions................................A-25
         3.19    Insurance.................................................A-26
         3.20    Compliance with Laws......................................A-26
         3.21    Real Property.............................................A-26
         3.22    Brokers' and Finders' Fees................................A-26
         3.23    Inventory.................................................A-26
         3.24    Customers and Suppliers...................................A-26
         3.25    Material Contracts........................................A-26
         3.26    Complete Copies of Materials..............................A-27
         3.27    Representations Complete..................................A-27
         3.28    Projections...............................................A-27

ARTICLE 4  CONDUCT PRIOR TO THE EFFECTIVE TIME.............................A-28
         4.1     Conduct of Business of Target.............................A-28
         4.2     Target Notices............................................A-31
         4.3     Conduct of Business of Acquiror...........................A-31
         4.4     Acquiror Notices..........................................A-35

ARTICLE 5  ADDITIONAL AGREEMENTS...........................................A-35
         5.1     No Solicitation...........................................A-35
         5.2     Shareholders Meeting or Consent Solicitation..............A-36
         5.3     Access to Information.....................................A-37
         5.4     Confidentiality...........................................A-37


                                       ii
<PAGE>


         5.5     Public Disclosure.........................................A-37
         5.6     Consents; Cooperation.....................................A-38
         5.7     Update Disclosure; Breaches...............................A-38
         5.8     Irrevocable Proxies.......................................A-38
         5.9     Legal Requirements........................................A-39
         5.10    Tax-Free Reorganization...................................A-39
         5.11    Listing of Additional Shares..............................A-39
         5.12    Additional Agreements; Best Efforts.......................A-39
         5.13    Employee Benefits.........................................A-39
         5.14    Preparation of Tax Return.................................A-40
         5.15    Sales, Transfer and Other Taxes...........................A-40
         5.16    Royalty Payments..........................................A-40

ARTICLE 6  CONDITIONS TO THE MERGER........................................A-40
         6.1     Conditions to Obligations of Each Party to Effect
                 the Merger................................................A-40
         6.2     Additional Conditions to Obligations of Target............A-41
         6.3     Additional Conditions to the Obligations of Acquiror......A-43

ARTICLE 7  TERMINATION, EXPENSES, AMENDMENT AND WAIVER.....................A-47
         7.1     Termination...............................................A-47
         7.2     Effect of Termination.....................................A-48
         7.3     Expenses and Termination Fees.............................A-48
         7.4     Amendment.................................................A-49
         7.5     Extension; Waiver.........................................A-49

ARTICLE 8  INDEMNIFICATION.................................................A-49
         8.1     Time Limitations..........................................A-49
         8.2     Amount Limitations........................................A-50
         8.3     Indemnification by Signing Stockholders...................A-50
         8.4     Indemnification by Acquiror...............................A-51
         8.5     Matters Involving Third Parties...........................A-51
         8.6     Escrow Fund...............................................A-53
         8.7     Exclusive Remedy..........................................A-53
         8.8     Stockholders' Representative..............................A-54
         8.9     Actions of the Stockholders' Representative...............A-55

ARTICLE 9  GENERAL PROVISIONS..............................................A-57
         9.1     Notices...................................................A-57
         9.2     Interpretation............................................A-58
         9.3     Counterparts..............................................A-58
         9.4     Entire Agreement; No Third Party Beneficiaries............A-58
         9.5     Severability..............................................A-58
         9.6     Remedies Cumulative.......................................A-59
         9.7     Governing Law.............................................A-59
         9.8     Assignment................................................A-59
         9.9     Rules of Construction.....................................A-60


                                       iii
<PAGE>


         9.10    Amendments and Waivers....................................A-60







































                                       iv
<PAGE>


                                    SCHEDULES
                                    ---------

Schedule 1.6(e) - Stock Options, Warrants, Convertible Debt
Schedule 6.3(o) - Release of Security Interests

Target Disclosure Schedule
Acquiror Disclosure Schedule


                                    EXHIBITS
                                    --------

Exhibit A - Articles of Merger
Exhibit B - Irrevocable Proxy
Exhibit C - Acquiror's Legal Opinion
Exhibit D - Target's Legal Opinion
Exhibit E - Target FIRPTA Notification Letter
Exhibit F - Escrow Agreement


























                                       v
<PAGE>


                   MERGER AGREEMENT AND PLAN OF REORGANIZATION

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and
entered into as of April 15, 2004, by and among Photo Control Corporation, a
Minnesota corporation ("Acquiror"), PC Acquisition, Inc., a Minnesota
corporation ("Merger Sub"), Nature Vision, Inc., a Minnesota corporation
("Target"), the Stockholders' Representative ("Stockholders' Representative"),
and Dean Capra and Tony Capra (together with the Stockholders' Representative,
each a "Signing Stockholder" and, collectively, the "Signing Stockholders").
Target, Merger Sub, Acquiror, Stockholders' Representative and the Signing
Stockholders are referred to individually as a "Party" and collectively as the
"Parties."

                                    RECITALS

A.       The Boards of Directors of Target, Acquiror and Merger Sub believe it
         is in the best interests of their respective companies and the
         shareholders and stockholders of their respective companies that Target
         and Merger Sub combine into a single company through the statutory
         merger of Merger Sub with and into Target (the "Merger") and, in
         furtherance thereof, have approved the Merger.

B.       Pursuant to the Merger, among other things, each outstanding share of
         common stock of Target, $.01 par value ("Target Common Stock"), shall
         be converted into shares of common stock of Acquiror, $.08 par value
         ("Acquiror Common Stock"), at the rate set forth herein.

C.       Target, Acquiror and Merger Sub desire to make certain representations
         and warranties and other agreements in connection with the Merger.

D.       The parties intend, by executing this Agreement, to adopt a plan of
         reorganization within the meaning of Section 368 of the Internal
         Revenue Code of 1986, as amended (the "Code"), and to cause the Merger
         to qualify as a tax free reorganization under the provisions of
         Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

E.       Concurrent with the execution of this Agreement and as an inducement to
         Acquiror to enter into this Agreement, all of the Signing Stockholders
         are delivering to Acquiror irrevocable proxies to vote the shares of
         Target's Common Stock owned by such persons to approve the Merger and
         against any competing proposals.


                                      A-1
<PAGE>


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the covenants and representations
set forth herein, and for other good and valuable consideration, the parties
agree as follows:

                                    ARTICLE 1

                                   THE MERGER
                                   ----------

1.1      The Merger. At the Effective Time (as defined in Section 1.2) and
         subject to and upon the terms and conditions of this Agreement, the
         Articles of Merger attached hereto as Exhibit A (the "Articles of
         Merger") and the applicable provisions of the Minnesota Business
         Corporation Act ("Minnesota Law"), Merger Sub shall be merged with and
         into Target, the separate corporate existence of Merger Sub shall cease
         and Target shall continue as the surviving corporation. Target as the
         surviving corporation after the Merger is hereinafter sometimes
         referred to as the "Surviving Corporation."

1.2      Closing; Effective Time. The closing of the transactions contemplated
         hereby (the "Closing") shall take place as soon as practicable after
         the satisfaction or waiver of each of the conditions set forth in
         Article 6 or at such other time as the parties hereto agree (the date
         on which the Closing shall occur, the "Closing Date"). The Closing
         shall take place at the offices of Gray, Plant, Mooty, Mooty & Bennett
         P.A., or at such other location as the parties hereto agree. On the
         Closing Date, the parties hereto shall cause the Merger to be
         consummated by filing the Articles of Merger, together with the
         required officers' certificates, with the Secretary of State of the
         State of Minnesota, in accordance with the relevant provisions of
         Minnesota Law (the time and date of such filing being the "Effective
         Time" and the "Effective Date," respectively).

1.3      Effect of the Merger. At the Effective Time, the effect of the Merger
         shall be as provided in this Agreement, the Articles of Merger and the
         applicable provisions of Minnesota Law. Without limiting the generality
         of the foregoing, and subject thereto, at the Effective Time, all the
         property, rights, privileges, powers and franchises of Target shall
         vest in the Surviving Corporation, and all debts, liabilities and
         duties of Target shall become the debts, liabilities and duties of the
         Surviving Corporation.

1.4      Certificate of Incorporation; Bylaws.

         (a)      Articles of Incorporation. At the Effective Time, the Articles
                  of Incorporation of Merger Sub, as in effect


                                      A-2
<PAGE>


                  immediately prior to the Effective Time, shall be the Articles
                  of Incorporation of the Surviving Corporation until thereafter
                  amended as provided by Minnesota Law and such Certificate of
                  Incorporation.

         (b)      Bylaws. The Bylaws of Merger Sub, as in effect immediately
                  prior to the Effective Time, shall be the Bylaws of the
                  Surviving Corporation until thereafter amended.

1.5      Directors and Officers. The directors of the Surviving Corporation
         shall be the Stockholders' Representative and such other members as
         designated by the Stockholders' Representative, to hold office until
         such time as such directors resign, are removed or their respective
         successors are duly elected or appointed and qualified. The officers of
         the Surviving Corporation shall be as designated by the Stockholders'
         Representative, to hold office until such time as such officers resign,
         are removed or their respective successors are duly elected or
         appointed and qualified.

1.6      Effect on Capital Stock. By virtue of the Merger and without any action
         on the part of Acquiror, Merger Sub, Target or the holders of any of
         Target's securities:

         (a)      Conversion of Target Common Stock. The maximum number of
                  shares of Acquiror Common Stock to be issued or reserved for
                  issuance in exchange for the acquisition by Acquiror of all
                  outstanding Target Common Stock shall be 2,200,000 shares
                  subject to adjustment as set forth in Section 1.6(f) and
                  reduced as a result of (as adjusted and reduced, the "Total
                  Acquiror Shares"): (i) any Dissenting Shares (as defined
                  below) and (ii) any Stock Options (as defined in Section
                  1.6(e)). No adjustment shall be made in the number of shares
                  of Acquiror Common Stock issued in the Merger as a result of
                  (x) any increase or decrease in the market price of Acquiror
                  Common Stock prior to the Effective Time or (y) any cash
                  proceeds received by Target from the date hereof to the
                  Closing Date pursuant to the exercise of currently outstanding
                  options to purchase shares of Target Common Stock. Subject to
                  the terms and conditions of this Agreement and the Articles of
                  Merger as of the Effective Time, by virtue of the Merger and
                  without any action on the part of the holder of any shares of
                  Target Common Stock, at the Effective Time, each share of
                  Target Common Stock issued and outstanding immediately prior
                  to the Effective Time (other than shares to be cancelled
                  pursuant to Section 1.6(b) and shares, if any, held by persons
                  who have not voted such shares for approval of the Merger and
                  except respect to which such persons shall become entitled to
                  exercise dissenters' rights in


                                      A-3
<PAGE>


                  accordance with the Minnesota Law, Sections 302A.471 and
                  302A.473 ("Dissenting Shares")) shall be cancelled and
                  extinguished and converted into and become the right to
                  receive .58137 shares of Acquiror Common Stock (the "Exchange
                  Ratio").

         (b)      Adjustments to Exchange Ratio. The Exchange Ratio shall be
                  adjusted to reflect fully the effect of any stock split,
                  reverse split, stock dividend (including any dividend or
                  distribution of securities convertible into Acquiror Common
                  Stock or Target Common Stock), reorganization,
                  recapitalization or other like change with respect to Acquiror
                  Common Stock or Target Common Stock occurring after the date
                  hereof and prior to the Effective Time. The Exchange Ratio
                  shall also be adjusted to reflect the issuance of any shares
                  of Target Common Stock occurring after the date hereof and
                  prior to the Effective Time, other than issued pursuant to the
                  exercise of Stock Options.

         (c)      Fractional Shares. No fraction of a share of Acquiror Common
                  Stock will be issued, but in lieu thereof each holder of
                  shares of Target Common Stock who would otherwise be entitled
                  to a fraction of a share of Acquiror Common Stock (after
                  aggregating all fractional shares of Acquiror Common Stock to
                  be received by such holder) shall receive from Acquiror an
                  amount of cash (rounded to the nearest whole cent) equal to
                  the product of (i) such fraction, multiplied by (ii) the
                  Closing Price. "Closing Price" means the average closing price
                  per share of Acquiror's Common Stock on the Nasdaq Small Cap
                  Market over the 30 day period preceding the Closing Date.

         (d)      Dissenters' Rights. Any Dissenting Shares shall not be
                  converted into Acquiror Common Stock but shall instead be
                  converted into the right to receive such consideration as may
                  be determined to be due with respect to such Dissenting Shares
                  pursuant to Minnesota Law. Target agrees that, except with the
                  prior written consent of Acquiror, or as required under
                  Minnesota Law, it will not voluntarily make any payment with
                  respect to, or settle or offer to settle, any such purchase
                  demand. Each holder of Dissenting Shares ("Dissenting
                  Shareholder") who, pursuant to the provisions of Minnesota
                  law, becomes entitled to payment of the fair value for shares
                  of Target Common Stock shall receive payment therefor (but
                  only after the value therefor shall have been agreed upon or
                  finally determined pursuant to such provisions). If, after the
                  Effective Time, any Dissenting Shares shall


                                      A-4
<PAGE>


                  lose their status as Dissenting Shares, Acquiror shall issue
                  and deliver, upon surrender by such shareholder of certificate
                  or certificates representing shares of Target Common Stock,
                  the number of shares of Acquiror Common Stock to which such
                  shareholder would otherwise be entitled under this Section 1.6
                  and the Articles of Merger less the number of shares allocable
                  to such shareholder that have been or will be deposited in the
                  Escrow Fund (as defined below) in respect of such shares of
                  Acquiror Common Stock pursuant to Section 1.7 and Article 8.

         (e)      Stock Options, Warrants, Convertible Debt and Related Matters.
                  Schedule 1.6(e) sets forth each stock option, warrant and
                  convertible debt issued by Target and outstanding on the date
                  of this Agreement (collectively, the "Stock Options"),
                  including the number of shares of Target capital stock subject
                  to each such option, the exercise or vesting schedule, the
                  exercise price per share and the term of each such option,
                  whether or not fully exercisable. No additional Stock Options
                  will be granted by Target on or after the date hereof. On the
                  Closing Date, Target shall deliver to Acquiror an updated
                  Schedule 1.6(e) current as of such date to reflect the
                  exercise of any Stock Options. Prior to the Closing Date,
                  Target shall take all actions necessary so that effective as
                  of the Effective Time, Target shares shall no longer be
                  deliverable upon exercise thereof and in lieu of Target
                  shares, such Stock Options shall be exercisable for a number
                  of Acquiror shares equal to the number of Target shares
                  subject to such Stock Options multiplied by the Exchange
                  Ratio. The per share exercise price for each such Stock Option
                  shall be the current exercise price per Target share divided
                  by the Exchange Ratio. Effective as of the Effective Time,
                  Acquiror shall assume all obligations of Target with respect
                  to such Stock Options, as so modified. Promptly following the
                  Effective Time, Acquiror shall issue new option agreements,
                  warrants, or convertible debt instruments, as the case may be,
                  representing such Stock Options, as so modified.

         (f)      Total Acquirer Shares Adjustment.

                  (i)      Within 7 days after the Closing Date, the
                           Stockholders' Representative will prepare and deliver
                           to Acquiror a draft balance sheet prepared in
                           accordance with generally accepted accounting
                           principles ("GAAP") (the "Draft Balance Sheet") for
                           the Surviving Corporation as of the close of business
                           on the Closing Date


                                      A-5
<PAGE>


                           (determined on a pro forma basis as though the
                           Parties had not consummated the transactions
                           contemplated by this Agreement). The Stockholders'
                           Representative will make available to Acquiror and
                           its accountants the work papers and back-up materials
                           used in preparing the Draft Balance Sheet.

                  (ii)     If Acquiror has any objections to the Draft Balance
                           Sheet, then it must deliver a detailed statement
                           describing its objections to Stockholders'
                           Representative within 2 days after receiving the
                           Draft Balance Sheet. Acquiror and the Stockholders'
                           Representative will use reasonable efforts to resolve
                           any such objections themselves through good faith
                           negotiation. If they do not obtain a final resolution
                           within 10 days after the Stockholders' Representative
                           has received the statement of objections, however,
                           Acquiror and the Stockholders' Representative will
                           select a mutually acceptable, nationally-recognized
                           accounting firm to resolve any remaining objections.
                           Acquiror will pay the costs and expenses of any
                           accounting firm so used. The determination made by
                           such accounting firm will be set forth in writing and
                           will be conclusive and binding upon the Parties. The
                           "Final Balance Sheet" means the Draft Balance Sheet
                           together with any revisions made pursuant to this
                           Section 1.6(f).

                  (iii)    The Total Acquiror Shares shall be reduced by 1 share
                           of stock for each $1 that the Target's Net Asset
                           Value (as defined below) as of June 30, 2004 and set
                           forth on the Final Balance Sheet is less than
                           $1,150,000 (not including adjustments relating to the
                           grant of stock options). Acquiror will recover such
                           shares from the Escrow Shares held in the Escrow
                           Fund, provided, however, that such reductions shall
                           not exceed the total amount of the Escrow Shares held
                           in the Escrow Fund. For the purposes of this Section
                           1.6 "Target's Net Asset Value" means Target's total
                           assets less Target's total liabilities, both
                           determined in accordance with GAAP consistently
                           applied.


                                      A-6
<PAGE>


1.7      Surrender of Certificates.

         (a)      Exchange Agent. Signature Stock Transfer, Inc. shall act as
                  exchange agent (the "Exchange Agent") in the Merger.

         (b)      Acquiror to Provide Common Stock. Promptly after the Effective
                  Time, Acquiror shall make available to the Exchange Agent for
                  exchange in accordance with this Article 1, through such
                  reasonable procedures as Acquiror may adopt, the Total
                  Acquiror Shares less the number of shares of Acquiror Common
                  Stock to be deposited into the Escrow Fund (as defined in
                  Section 8.6) pursuant to the requirements of Article 8.

         (c)      Exchange Procedures. Promptly after the Effective Time,
                  Acquiror shall cause to be mailed to each holder of record of
                  a certificate or certificates (the "Certificates") which
                  immediately prior to the Effective Time represented
                  outstanding shares of Target Common Stock, whose shares were
                  converted into the right to receive shares of Acquiror Common
                  Stock (and cash in lieu of fractional shares) pursuant to
                  Section 1.6: (i) a letter of transmittal (which shall specify
                  that delivery shall be effected, and risk of loss and title to
                  the Certificates shall pass, only upon receipt of the
                  Certificates by the Exchange Agent, and shall be in such form
                  and have such other provisions as Acquiror may reasonably
                  specify) and (ii) instructions for use in effecting the
                  surrender of the Certificates in exchange for certificates
                  representing shares of Acquiror Common Stock (and cash in lieu
                  of fractional shares). Upon surrender of a Certificate for
                  cancellation to the Exchange Agent or to such other agent or
                  agents as may be appointed by Acquiror, together with such
                  letter of transmittal, duly completed and validly executed in
                  accordance with the instructions thereto, the holder of such
                  Certificate shall be entitled to receive in exchange therefor
                  a certificate representing the number of whole shares of
                  Acquiror Common Stock less the number of shares of Acquiror
                  Common Stock to be deposited in the Escrow Fund on such
                  holder's behalf pursuant to Article 8 and payment in lieu of
                  fractional shares which such holder has the right to receive
                  pursuant to Section 1.6, and the Certificate so surrendered
                  shall forthwith be canceled. Until so surrendered, each
                  outstanding Certificate will be deemed from and after the
                  Effective Time, for all corporate purposes, other than the
                  payment of dividends, to evidence the ownership of the number
                  of full shares of Acquiror


                                      A-7
<PAGE>


                  Common Stock into which such shares of Target Common Stock
                  shall have been so converted and the right to receive an
                  amount in cash in lieu of the issuance of any fractional
                  shares in accordance with Section 1.6. As soon as practicable
                  after the Effective Time, and subject to and in accordance
                  with the provisions of Section 8.6, Acquiror shall cause to be
                  delivered to the Escrow Agent (as defined in Section 8.6) a
                  certificate or certificates representing 10% of the Total
                  Acquiror Shares (the "Escrow Shares") which shall be
                  registered in the name of the Escrow Agent as nominee for the
                  holders of Certificates cancelled pursuant to this Section
                  1.7. Subject to the provisions of Section 8.8, the Escrow
                  Shares shall be beneficially owned by such holders and shall
                  be held in escrow and shall be available to compensate
                  Acquiror for certain damages as provided in Article 8. To the
                  extent not used for such purposes, the Escrow Shares shall be
                  released, all as provided in Article 8.

         (d)      Distributions with Respect to Unexchanged Shares. No dividends
                  or other distributions with respect to Acquiror Common Stock
                  with a record date after the Effective Time shall be paid to
                  the holder of any unsurrendered Certificate with respect to
                  the shares of Acquiror Common Stock represented thereby until
                  the holder of record of such Certificate surrenders such
                  Certificate. Subject to applicable law, following surrender of
                  any such Certificate, there shall be paid to the record holder
                  of the certificates representing whole shares of Acquiror
                  Common Stock issued in exchange therefor, without interest, at
                  the time of such surrender, the amount of any such dividends
                  or other distributions with a record date after the Effective
                  Time which would have been previously payable (but for the
                  provisions of this Section 1.7(d)) with respect to such shares
                  of Acquiror Common Stock.

         (e)      Transfers of Ownership. If any certificate for shares of
                  Acquiror Common Stock is to be issued in a name other than
                  that in which the Certificate surrendered in exchange therefor
                  is registered, it shall be a condition of the issuance thereof
                  that the Certificate so surrendered is properly endorsed and
                  otherwise in proper form for transfer and that the person
                  requesting such exchange will have paid to Acquiror or any
                  agent designated by it any transfer or other taxes required by
                  reason of the issuance of a certificate for shares of Acquiror
                  Common Stock in any name other than that of the registered
                  holder of the Certificate surrendered,


                                      A-8
<PAGE>


                  or established to the satisfaction of Acquiror or any agent
                  designated by it that such tax has been paid or is not
                  payable.

         (f)      No Liability. Notwithstanding anything to the contrary in this
                  Section 1.7, none of the Exchange Agent, Acquiror, the
                  Surviving Corporation or any party hereto shall be liable to
                  any person for any amount properly paid to a public official
                  pursuant to any applicable abandoned property, escheat or
                  similar law.

         (g)      Dissenting Shares. The provisions of this Section 1.7 shall
                  also apply to Dissenting Shares that lose their status as
                  such, except that the obligations of Acquiror under this
                  Section 1.7 shall commence on the date of loss of such status
                  and the holder of such shares shall be entitled to receive in
                  exchange for such shares the number of shares of Acquiror
                  Common Stock to which such holder is entitled pursuant to
                  Section 1.6.

1.8      No Further Ownership Rights in Target Capital Stock. All shares of
         Acquiror Common Stock issued upon the surrender for exchange of shares
         of Target Common Stock in accordance with the terms hereof (including
         any cash paid in lieu of fractional shares) shall be deemed to have
         been issued in full satisfaction of all rights pertaining to such
         shares of Target Common Stock, and there shall be no further
         registration of transfers on the records of the Surviving Corporation
         of shares of Target Common Stock which were outstanding immediately
         prior to the Effective Time. If, after the Effective Time, Certificates
         are presented to Acquiror for any reason, they shall be canceled and
         exchanged as provided in this Article 1.

1.9      Lost, Stolen or Destroyed Certificates. In the event any Certificates
         shall have been lost, stolen or destroyed, the Exchange Agent shall
         issue in exchange for such lost, stolen or destroyed Certificates, upon
         the making of an affidavit of that fact by the holder thereof, such
         shares of Acquiror Common Stock (and cash in lieu of fractional shares)
         as may be required pursuant to Section 1.6; provided, however, that
         Acquiror may, in its discretion and as a condition precedent to the
         issuance thereof, require the owner of such lost, stolen or destroyed
         Certificates to deliver a bond in such sum as it may reasonably direct
         as indemnity against any claim that may be made against Acquiror, the
         Surviving Corporation or the Exchange Agent with respect to the
         Certificates alleged to have been lost, stolen or destroyed.

1.10     Tax and Accounting Consequences. It is intended by the parties hereto
         that the Merger shall constitute a reorganization within the meaning of
         Section 368 of the


                                      A-9
<PAGE>


         Code. No Party shall take any action which would, to such Party's
         knowledge, cause the Merger to fail to qualify as a reorganization
         within the meaning of Section 368 of the Code.

1.11     Registration of Acquiror Common Stock. The shares of Acquiror Common
         Stock to be issued in connection with the Merger will be registered
         under the Securities Act of 1933, as amended (the "Securities Act").

1.12     Taking of Necessary Action; Further Action. If, at any time after the
         Effective Time, any further action is necessary or desirable to carry
         out the purposes of this Agreement and to vest the Surviving
         Corporation with full right, title and possession to all assets,
         property, rights, privileges, powers and franchises of Target, the
         officers and directors of Target and Merger Sub are fully authorized in
         the name of their respective corporations or otherwise to take, and
         shall take, all such lawful and necessary action, so long as such
         action is not inconsistent with this Agreement.

                                    ARTICLE 2

                    REPRESENTATIONS AND WARRANTIES OF TARGET
                    ----------------------------------------

         Target and the Signing Stockholders, jointly and severally, represent
and warrant to Acquiror that the statements contained in this Article 2 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date, except as set forth in the attached disclosure
schedule accompanying this Agreement (the "Target Disclosure Schedule"). The
Target Disclosure Schedule will be arranged in paragraphs corresponding to the
sections contained in this Article 2.

2.1      Organization, Standing and Power. Target is a corporation, duly
         incorporated, validly existing and in good standing under the laws of
         the State of Minnesota. Target has full corporate power and authority
         and all permits and licenses necessary to carry on the businesses in
         which it is engaged and which it proposes to engage. There are no
         outstanding powers of attorney executed on behalf of Target and Target
         is not a guarantor of any other person or entity. Target has no
         subsidiaries and does not own, directly or indirectly, any equity
         interest in any entity.

2.2      Capital Structure. The authorized capital of Target consists of
         10,000,000 shares of Target Common Stock, of which 3,076,500 shares are
         issued and outstanding. All of the issued and outstanding shares have
         been duly authorized, are validly issued, fully paid and nonassessable,
         and are held of record as set forth in Schedule 2.2. There are no
         outstanding or authorized option, warrant, purchase right, phantom
         stock or other contracts or commitments that could


                                      A-10
<PAGE>


         require the Company to issue, sell or otherwise cause to become
         outstanding any of its capital stock other than pursuant to the
         exercise of an option outstanding as of the date of this Agreement
         under Target's Stock Option Plan ("Target Stock Option Plan").

2.3      Authority; Noncontravention.

         (a)      Each of Target and the Signing Stockholders has full power and
                  authority to enter into this Agreement and the ancillary
                  agreements hereto (collectively, the "Transaction Documents")
                  and to perform their obligations thereunder. The Transaction
                  Documents to which any of Target or the Signing Stockholders
                  is a party constitute valid and legally binding obligations of
                  each of Target and the Signing Stockholders, as applicable,
                  enforceable in accordance with their respective terms and
                  conditions.

         (b)      The execution and delivery of the Transaction Documents by
                  Target do not, and the consummation of the transactions
                  contemplated thereby will not, conflict with, or result in any
                  violation of, or default under (with or without notice or
                  lapse of time, or both), or give rise to a right of
                  termination, cancellation or acceleration of any obligation or
                  loss of any benefit under (i) any provision of the Articles of
                  Incorporation or Bylaws of Target, as amended, or (ii) any
                  Target Material Contract (as defined in Section 2.25), permit,
                  concession, franchise, license, judgment, order, decree,
                  statute, law, ordinance, rule or regulation applicable to
                  Target or any of its properties or assets.

         (c)      No consent, approval, order or authorization of, or
                  registration, declaration or filing with, any third person or
                  any court, administrative agency or commission or other
                  governmental authority or instrumentality ("Governmental
                  Entity") is required by or with respect to Target in
                  connection with the execution and delivery of any of the
                  Transaction Documents or the consummation of the transactions
                  contemplated thereby.

2.4      Financial Statements. Target has delivered to Acquiror its audited
         financial statements (balance sheet and statement of operations) for
         the fiscal years ended December 31, 2002 and December 31, 2003 ("Most
         Recent Target Fiscal Year End") and its unaudited financial statements
         (balance sheet and


                                      A-11
<PAGE>


         statement of operations) on a consolidated basis as at, and for the 2
         month period ended February 29, 2004 ("Most Recent Target Fiscal Month
         End") (collectively, the "Target Financial Statements"). The Target
         Financial Statements have been prepared in accordance with GAAP (except
         that the unaudited financial statements do not have notes thereto)
         applied on a consistent basis throughout the periods indicated and with
         each other. The Target Financial Statements fairly present the
         financial condition and operating results of Target as of the dates,
         and for the periods, indicated therein, subject, in the case of the
         unaudited financing statements, to normal year-end audit adjustments
         which are not material in the aggregate. Target maintains a standard
         system of accounting established and administered in accordance with
         GAAP. Target's Net Asset Value was greater than $1,400,000 as of
         December 31, 2003.

2.5      Absence of Certain Changes. Since the Most Recent Target Fiscal Year
         End, there have been no changes in the assets, business, financial
         condition, operations, results of operations or future prospects of
         Target that individually or in the aggregate would have a Material
         Adverse Effect (as defined in Section 9.2) on Target.

2.6      Absence of Undisclosed Liabilities. Target has no material obligations
         or liabilities of any nature (matured or unmatured, fixed or
         contingent) other than (a) those set forth or adequately provided for
         in the Target balance sheet for the period ended February 29, 2004
         ("Target Balance Sheet"), and (b) those incurred in the ordinary course
         of business prior to the Most Recent Target Fiscal Month End and not
         required to be set forth in the Financial Statements under GAAP. As of
         the Most Recent Target Fiscal Year End, Target has no debt other than
         trade payables and accruals arising in the ordinary course of business
         and the debt totaling approximately $527,000 secured by Target Real
         Property (as defined in Section 2.20) and 2 automobile loans.

2.7      Accounts Receivable. All material notes and accounts receivable of
         Target are reflected properly on Target's books and records, are valid
         receivables subject to no setoffs or counterclaims, are current and
         collectible, and will be collected in accordance with their terms at
         their recorded amounts, subject only to the reserve for bad debts set
         forth on the Target Financial Statement (rather than in any of its
         notes) for the fiscal year ended December 31, 2003, as adjusted for the
         passage of time through the Closing Date in accordance with the past
         custom and practice of Target.

2.8      Litigation, Restrictions on Business Activities. There is no action,
         suit, proceeding, hearing, investigation, charge, complaint, claim,
         demand or notice has been filed, commenced


                                      A-12
<PAGE>


         or, to the knowledge of Target, alleged against it. Target is not
         operating under or subject to, or in default with respect to, any
         order, writ, injunction or decree of any court or governmental agency.
         There is no agreement or law binding upon Target, as opposed to the
         application of such to those operating in the business industry
         generally, that has or could reasonably be expected to have the effect
         of prohibiting or impairing any current business practice of Target
         with respect to its business.

2.9      Minute Books. The minute books of Target made available to Acquiror
         contain a complete and accurate summary of all meetings of directors
         and shareholders or actions by written consent since the time of
         incorporation of Target through the date of this Agreement, and reflect
         all transactions referred to in such minutes accurately in all material
         respects.

2.10     Governmental Authorization. Target has obtained each federal, state,
         county, local or foreign governmental consent, license, permit, grant,
         or other authorization of a Governmental Entity (a) pursuant to which
         Target currently operates or holds any interest in any of its
         properties or (b) that is required for the operation of Target's
         business or the holding of any such interest (collectively called
         "Target Authorizations"), and all of such Target Authorizations are in
         full force and effect.

2.11     Title to Property. Target has good and marketable title to all of its
         properties, interests in properties and assets, real and personal,
         necessary for the conduct of its business as presently conducted or
         which are reflected in the Target Balance Sheet or acquired after the
         Target Balance Sheet Date (except properties, interests in properties
         and assets sold or otherwise disposed of in the ordinary course of
         business since the Target Balance Sheet Date), or with respect to
         leased properties and assets, valid leasehold interests therein, in
         each case free and clear of all mortgages, liens, pledges, charges or
         encumbrances of any kind or character ("Security Interests"), except
         (i) the for Security Interests for current taxes not yet due and
         payable, (ii) such imperfections of title, liens and easements as do
         not and will not materially detract from or interfere with the use of
         the properties subject thereto or affected thereby, or otherwise
         materially impair business operations involving such properties and
         (iii) Security Interests securing debt that are reflected on the Target
         Balance Sheet. The plants, property and equipment of Target that are
         used in the operations of its business are in good operating condition
         and repair.

2.12     Intellectual Property. Target owns or has the right to use pursuant to
         license, sublicense, agreement or permission all Intellectual Property
         necessary for the operation of the


                                      A-13
<PAGE>


         businesses of any of Target as presently conducted and as presently
         proposed to be conducted ("Target Intellectual Property"). Each item of
         Target Intellectual Property will be owned or available for use by
         Surviving Corporation on identical terms and conditions immediately
         after the Closing. Target has taken all necessary action to maintain
         and protect each item of Target Intellectual Property that it owns or
         uses. Target has not interfered with, infringed upon, misappropriated
         or otherwise come into conflict with any Intellectual Property rights
         of any third party.

         "Intellectual Property" means (A) inventions (whether or not
         patentable); trade names, trade marks, service marks, logos and other
         designations ("Marks"); works of authorship; mask works; data;
         technology, know-how, trade secrets, ideas and information; designs;
         formulas; algorithms; processes; schematics; computer software (in
         source code and/or object code form); and all other intellectual and
         industrial property of any sort and (B) patent rights; Mark rights;
         copyrights; mask work rights; SUI GENERIS database rights; trade secret
         rights; moral rights; and all other intellectual and industrial
         property rights of any sort throughout the world, and all applications,
         registrations, issuances and the like with respect thereto.

2.13     Environmental Matters. Target is and has at all times operated its
         business in material compliance with all Environmental Laws and to the
         best of Target's knowledge, no material expenditures are or will be
         required in order to comply with such Environmental Laws.

         "Environmental Laws" means all applicable statutes, rules, regulations,
         ordinances, orders, decrees, judgments, permits, licenses, consents,
         approvals, authorizations, and governmental requirements or directives
         or other obligations lawfully imposed by governmental authority under
         federal, state or local law pertaining to the protection of the
         environment, protection of public health, protection of worker health
         and safety, the treatment, emission and/or discharge of gaseous,
         particulate and/or effluent pollutants, and/or the handling of
         hazardous materials, including without limitation, the Clean Air Act,
         42 U.S.C.ss. 7401, et seq., the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C.ss. 9601, et seq., the
         Federal Water Pollution Control Act, 33 U.S.C.ss. 1321, et seq., the
         Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801, et seq., the
         Resource Conservation and Recovery Act, 42 U.S.C.ss. 6901, et seq., and
         the Toxic Substances Control Act, 15 U.S.C.ss. 2601, et seq.

2.14     Taxes. Target has filed all Tax Returns that it was required to file.
         All such Tax Returns were correct and complete in


                                      A-14
<PAGE>


         all material respects. Target has paid all Taxes owed by Target,
         whether or not disputed. True, correct and complete copies of all
         federal and state Tax Returns filed by Target for the preceding 2
         fiscal years have been delivered or made available to Acquiror. None of
         Target's assets have a Security Interest that arose in connection with
         the failure to pay any tax. Target has withheld and paid all taxes
         required to have been withheld and paid in connection with amounts
         owing to any employee, independent contractor, creditor, stockholder or
         other third party. Target has not waived any statute of limitations or
         agreed to any extension of time with respect to a tax assessment or
         deficiency. No material Tax liability since December 31, 2003 has been
         incurred by Target other than in the ordinary course of business.

          "Tax" means any federal, state, local or foreign income, gross
         receipts, license, payroll, employment, excise, severance, stamp,
         occupation, premium, windfall profits, environmental (including taxes
         under Code ss. 59A), customs duties, capital stock, franchise, profits,
         withholding, social security (or similar), unemployment, disability,
         real property, personal property, sales, use, transfer, registration,
         value added, alternative or add-on minimum, estimated, or other tax of
         any kind whatsoever, including any interest, penalty or addition,
         whether disputed or not. "Tax Return" means any return, declaration,
         report, claim for refund, or information return or statement relating
         to Taxes, including any schedule, attachment or amendment.

2.15     Employee Benefit Plans. Schedule 2.15 list all of Target's pension or
         profit sharing plans, benefit plans including, without limitation, any
         disability, medical, dental, workers compensation, health insurance,
         life insurance, vacation, benefits plans, incentive plans, fringe
         benefit plans and any other material plans, programs, agreements or
         arrangements which provide benefits to any current or former employee
         of Target (collectively, "Target Plans"). With respect to each Target
         Plan that is an employee benefit plan (as defined in section 3(3) of
         Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
         the requirements of ERISA applicable to such Target Plan have been
         satisfied in all material respects. All the accrued obligations of
         Target, whether arising by operation of law, by contract or by past
         custom, for payments by Target to any 401k plan or other employee
         benefit plan, trust or other funds or any governmental agency with
         respect to unemployment compensation benefits, vacation and sick time
         pay, social security benefits or any other benefits for employees of
         Target shall have been paid prior to the Closing. All contributions,
         premiums or other payments due from the Target to (or under) any Target
         Plan have been fully paid or adequately provided for on the books and
         financial statements of Target. All accruals (including,


                                      A-15
<PAGE>


         where appropriate, proportional accruals for partial periods) have been
         made in accordance with prior practices.

2.16     Employment Matters.

         (a)      Schedule 2.16 contains a description of any written or oral
                  employment agreements, labor agreements, consulting agreements
                  or termination or severance agreements to which Target is a
                  party.

         (b)      Target has complied in all respects with all Laws relating to
                  employment, including without limitation all Laws concerning
                  equal employment opportunity, nondiscrimination, leaves and
                  absences, immigration, wages, hours, benefits, collective
                  bargaining, the payment of social security and similar Taxes,
                  occupational safety and health, and plant closing. To Target's
                  knowledge, no executive, key employee or group of employees
                  has any plans to terminate employment with Target. Target has
                  not experienced any strikes, grievances, claims of unfair
                  labor practices or other collective bargaining disputes.
                  Target has not committed any unfair labor practice. To
                  Target's knowledge, there are no organizational efforts
                  presently being made or threatened by or on behalf of any
                  labor union with respect to employees of Target.

         (c)      The consummation of the transactions contemplated herein will
                  not result in (i) the acceleration of payment or vesting of
                  any benefit, option or right to which any employee, director
                  or independent contractor of Target may be entitled, (ii) the
                  forgiveness of any indebtedness of any employee, director or
                  independent contractor of Target or (iii) any cost becoming
                  due or accruing to Target or the Acquiror with respect to any
                  employee, director or independent contractor of Target.

2.17     Related Party Transactions. Schedule 2.17 lists all contracts and
         agreements between Target, on one hand, and any of Target's
         shareholders employees, officers, or directors or member of his or her
         immediate family, on the other. All such contracts and agreements will,
         except as noted on Schedule 2.17, be terminated immediately prior to
         the Closing. None of Target's shareholders employees, officers, or
         directors or member of his or her immediate family owns any asset,
         tangible or intangible, that is used in the business of Target.


                                      A-16
<PAGE>


2.18     Insurance. Target's policies of fire, liability and other forms of
         insurance covering Target are of the type, coverage and in such amounts
         as are customary of Target's business, and are duly enforceable through
         the Closing Date.

2.19     Compliance with Laws. Target has complied with, are not in violation
         of, and have not received any notices of violation with respect to, any
         federal, state, local or foreign statute, law or regulation
         (collectively, "Laws") with respect to the conduct of its business, or
         the ownership or operation of its business, except for such violations
         or failures to comply as could not be reasonably expected to have a
         Material Adverse Effect on Target.

2.20     Real Property. Target does not lease any real property. Schedule 2.20
         lists and describes briefly all real property that Target owns ("Target
         Real Property"). With respect to the Target Real Property: (a) Target
         has good and marketable title to the parcel of real property, free and
         clear of any Security Interest, easement, covenant or other
         restrictions, and there are no parties (other than Target) in
         possession of or using the Target Real Property.

2.21     Brokers' and Finders' Fees. Neither Target nor any of the Signing
         Stockholders has any liability to pay any fees or commissions to any
         broker, finder or agent with respect to the transactions contemplated
         by this Agreement for which Acquiror could become liable or obligated.

2.22     Vote Required. The affirmative vote of a majority of the holders of the
         Target Common Stock outstanding on the record date set for the Target
         Shareholders Meeting is the only vote of the holders of any of Target's
         capital stock necessary to approve this Agreement and the transactions
         contemplated hereby.

2.23     Inventory. The material inventory of Target consists of raw materials
         and supplies, manufactured and purchased parts, goods in process, and
         finished goods, all of which is merchantable and fit for the purpose
         for which it was procured or manufactured, and none of which is
         slow-moving, obsolete, damaged or defective, subject only to the
         reserve for inventory writedown as adjusted for the passage of time
         through the Closing Date in accordance with the past custom and
         practice of Target.

2.24     Customers and Suppliers. Schedule 2.24 lists (a) the 5 largest
         customers and suppliers of Target for each of the two most recent
         fiscal years and sets forth opposite the name of each such customer the
         percentage of consolidated net sales and percentage of materials or
         services attributable to such customer or supplier, respectively and
         (b) any additional current customers and suppliers that Target
         anticipates will be among the 4 largest customers and


                                      A-17
<PAGE>


         suppliers for the current fiscal year. No customer or supplier listed
         on Schedule 2.24 has indicated that it will stop, or decrease the rate
         of, buying or supplying, as the case may be, materials, products or
         services from Target.

2.25     Material Contracts. Schedule 2.25 lists all material contracts and
         other agreements, whether written or oral, to which Target is a party
         or by which it is bound (collectively, the "Target Material
         Contracts"). Target has delivered to Acquiror a correct and complete
         copy of each written agreement listed in Schedule 2.25 and a written
         summary setting forth the terms and conditions of each oral agreement
         referred to in Schedule 2.25. With respect to each such agreement: (a)
         the agreement is legal, valid, binding, enforceable and in full force
         and effect; (b) the agreement will continue to be legal, valid,
         binding, enforceable and in full force and effect on identical terms
         following the consummation of the transactions contemplated hereby; (c)
         no party is in breach or default; (d) no event has occurred that, with
         notice or lapse of time, would constitute a breach or default, or
         permit termination, modification or acceleration, under the agreement;
         and (e) no party has repudiated any provision of the agreement.

2.26     Complete Copies of Materials. Target has delivered or made available
         true and complete copies of each document which has been requested by
         Acquiror or its counsel in connection with their legal and accounting
         review of Target.

2.27     Representations Complete. None of the representations or warranties
         made by Target or the Signing Stockholders herein or in any Schedule
         hereto, including the Target Disclosure Schedule, or certificate
         furnished by Target or the Signing Stockholders pursuant to this
         Agreement, when all such documents are read together in their entirety,
         contains or will contain at the Effective Time any untrue statement of
         a material fact, or omits or will omit at the Effective Time to state
         any material fact necessary in order to make the statements contained
         herein or therein, in the light of the circumstances under which made,
         not misleading.

2.28     Projections. Target and the Signing Stockholders each acknowledge and
         agree that neither Acquiror nor Merger Sub makes any representations or
         warranties (express, implied, at common law, statutory or otherwise)
         with respect to the accuracy or completeness of any projections,
         financial or otherwise, now, previously or hereafter made available to
         any of Target and the Signing Stockholders in connection with this
         Agreement. Target and the Signing Stockholders each acknowledge and
         agree that each has fully conducted and is relying exclusively upon (a)
         Acquiror's and Merger Sub's representations and warranties contained in
         Section 3 of


                                      A-18
<PAGE>


         this Agreement and (b) its own inspections and investigation as to the
         condition and suitability of the business, assets, real and personal
         properties, Liabilities, results of operations, condition (financial or
         otherwise) and prospects of Acquiror or Merger Sub.

                                    ARTICLE 3

            REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
            ---------------------------------------------------------

         Acquiror and Merger Sub, jointly and severally, represent and warrant
to Target and Signing Stockholders that the statements contained in this Article
3 are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date, except as set forth in the attached
disclosure schedule accompanying this Agreement (the "Acquiror Disclosure
Schedule"). The Acquiror Disclosure Schedule will be arranged in paragraphs
corresponding to the sections contained in this Article 3.

3.1      Organization, Standing and Power. Each of Acquiror and Merger Sub is a
         corporation duly organized, validly existing and in good standing under
         the laws of its jurisdiction of organization. Each of Acquiror and
         Merger Sub has the corporate power to own its properties and to carry
         on its business as now being conducted and is duly qualified to do
         business and is in good standing in each jurisdiction in which the
         failure to be so qualified and in good standing would have a Material
         Adverse Effect on Acquiror and Merger Sub, respectively. Acquiror has
         delivered a true and correct copy of the Certificate of Incorporation
         and Bylaws or other charter documents, as applicable, of Acquiror and
         Merger Sub, each as amended to date, to Target.

3.2      Capitalization and Voting Rights.

         (a)      As of the Closing Date, except as set forth on the Acquiror
                  Disclosure Schedule, the authorized capital of Acquiror will
                  consist of 50,000,000 shares of Acquiror Common Stock, of
                  which 1,720,163 shares are issued and outstanding.

         (b)      The outstanding shares of Acquiror Common Stock are all duly
                  and validly authorized and issued, fully paid and
                  nonassessable, and were issued in accordance with the
                  registration or qualification provisions of the Securities Act
                  of 1933, as amended (the "Act") and any relevant state
                  securities laws, or pursuant to valid exemptions therefrom.

         (c)      As of the Closing Date, except as set forth on the Acquiror
                  Disclosure Schedule, Acquiror is not


                                      A-19
<PAGE>


                  required to issue more than 243,001 shares of Acquiror Common
                  Stock pursuant to: (i) any options outstanding as of the
                  Closing Date under Acquiror's stock option plan, (ii) warrants
                  for Acquiror Common Stock, and (iii) Acquiror's convertible
                  debt. Acquiror has reserved an additional 71,572 shares of
                  Acquiror Common Stock for purchase upon exercise of options to
                  be granted in the future under Acquiror's stock option plan.
                  Acquiror is not a party or subject to any agreement or
                  understanding, and, to the best of Acquiror's knowledge, there
                  is no agreement or understanding between any persons and/or
                  entities, which affects or relates to the voting or giving of
                  written consents with respect to any security or by a director
                  of Acquiror.

3.3      Authority.

         (a)      Each of Acquiror and Merger Sub has full power and authority
                  to enter into the Transaction Documents and to perform their
                  obligations thereunder. The Transaction Documents to which
                  either Acquiror or Merger Sub is a party constitute valid and
                  legally binding obligations of each of Acquiror and Merger
                  Sub, as applicable, enforceable in accordance with their
                  respective terms and conditions.

         (b)      The execution and delivery of the Transaction Documents do
                  not, and the consummation of the transactions contemplated
                  thereby will not, conflict with, or result in any violation
                  of, or default under (with or without notice or lapse of time,
                  or both), or give rise to a right of termination, cancellation
                  or acceleration of any obligation or loss of a benefit under
                  (i) any provision of the Certificate of Incorporation or
                  Bylaws of Acquiror or Merger Sub, as amended, or (ii) any
                  Acquiror Material Contract (as defined in Section 3.25)
                  permit, concession, franchise, license, judgment, order,
                  decree, statute, law, ordinance, rule or regulation applicable
                  to Acquiror or Merger Sub or their properties or assets.

         (c)      No consent, approval, order or authorization of, or
                  registration, declaration or filing with, any Governmental
                  Entity, is required by or with respect to Acquiror or Merger
                  Sub in connection with the execution and delivery of the
                  Transaction Documents by Acquiror or the consummation by
                  Acquiror of the transactions contemplated thereby.


                                      A-20
<PAGE>


3.4      SEC Documents; Financial Statements. Acquiror has furnished to Target a
         true and complete copy of each statement, report, registration
         statement (with the prospectus in the form filed pursuant to Rule
         424(b) of the Securities Act), definitive proxy statement, and other
         filing filed with the SEC by Acquiror since January 1, 2003, and, prior
         to the Effective Time, Acquiror will have furnished Target with true
         and complete copies of any additional documents filed with the SEC by
         Acquiror prior to the Effective Time (collectively, the "Acquiror SEC
         Documents"). In addition, Acquiror has made available to Target all
         exhibits to the Acquiror SEC Documents filed prior to the date hereof,
         and will promptly make available to Target all exhibits to any
         additional Acquiror SEC Documents filed prior to the Effective Time.
         All documents required to be filed as exhibits to the Target SEC
         Documents have been so filed, and all material contracts so filed as
         exhibits are in full force and effect, except those which have expired
         in accordance with their terms, and Acquiror is not in default
         thereunder. As of their respective filing dates, the Acquiror SEC
         Documents complied in all material respects with the requirements of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act")
         and the Securities Act, and none of the Acquiror SEC Documents
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements made therein, in light of the circumstances in which they
         were made, not misleading, except to the extent corrected by a
         subsequently filed Acquiror SEC Document.

3.5      Financial Statements. Acquiror has delivered to Target its audited
         financial statements (balance sheet and statement of operations) for
         the fiscal years ended December 31, 2001, December 31, 2002 and
         December 31, 2003 ("Most Recent Acquiror Fiscal Year End") and its
         unaudited financial statements (balance sheet and statement of
         operations) on a consolidated basis as at, and for the 2 month period
         ended February 29, 2004 ("Most Recent Acquiror Fiscal Month End")
         (collectively, the "Acquiror Financial Statements"). The Acquiror
         Financial Statements have been prepared in accordance with GAAP (except
         that the unaudited financial statements do not have notes thereto)
         applied on a consistent basis throughout the periods indicated and with
         each other. The Acquiror Financial Statements fairly present the
         financial condition and operating results of Acquiror as of the dates,
         and for the periods, indicated therein, subject, in the case of the
         unaudited financing statements, to normal year-end audit adjustments
         which are not material in the aggregate. Acquiror maintains a standard
         system of accounting established and administered in accordance with
         GAAP.


                                      A-21
<PAGE>


3.6      Absence of Certain Changes. Since the Most Recent Acquiror Fiscal Year
         End, there have been no changes in the assets, business, financial
         condition, operations, results of operations or future prospects of
         Acquiror that individually or in the aggregate would have a Material
         Adverse Effect on Acquiror.

3.7      Absence of Undisclosed Liabilities. Acquiror has no material
         obligations or liabilities of any nature (matured or unmatured, fixed
         or contingent) other than (i) those set forth or adequately provided
         for in the Acquiror balance sheet for the period ended February 29,
         2004 ("Acquiror Balance Sheet"), and (ii) those incurred in the
         ordinary course of business prior to the Most Recent Fiscal Month End
         and not required to be set forth in the Acquiror Financial Statements
         under GAAP.

3.8      Accounts Receivable. All material notes and accounts receivable of
         Acquiror are reflected properly on Acquiror's books and records, are
         valid receivables subject to no setoffs or counterclaims, are current
         and collectible, and will be collected in accordance with their terms
         at their recorded amounts, subject only to the reserve for bad debts
         set forth on the Acquiror Financial Statement (rather than in any of
         its notes) for the fiscal year ended December 31, 2003, as adjusted for
         the passage of time through the Closing Date in accordance with the
         past custom and practice of Acquiror.

3.9      Litigation, Restrictions on Business Activities. There is no action,
         suit, proceeding, hearing, investigation, charge, complaint, claim,
         demand or notice has been filed, commenced or, to the knowledge of
         Target, alleged against it. Target is not operating under or subject
         to, or in default with respect to, any order, writ, injunction or
         decree of any court or governmental agency. There is no agreement or
         law binding upon Target, as opposed to the application of such to those
         operating in the business industry generally, that has or could
         reasonably be expected to have the effect of prohibiting or impairing
         any current business practice of Target with respect to its business.

3.10     Minute Books. The minute books of Acquiror made available to Target
         contain a complete and accurate summary of all meetings of directors
         and shareholders or actions by written consent since the time of
         incorporation of Acquiror through the date of this Agreement, and
         reflect all transactions referred to in such minutes accurately in all
         material respects.

3.11     Governmental Authorization. Acquiror has obtained each federal, state,
         county, local or foreign governmental consent, license, permit, grant,
         or other authorization of a Governmental Entity (a) pursuant to which
         Acquiror currently operates or holds any interest in any of its
         properties or


                                      A-22
<PAGE>


         (b) that is required for the operation of Acquiror's business or the
         holding of any such interest (collectively called "Acquiror
         Authorizations"), and all of such authorizations are in full force and
         effect.

3.12     Title to Property. Acquiror has good and marketable title to all of its
         properties, interests in properties and assets, real and personal,
         necessary for the conduct of its business as presently conducted or
         which are reflected in the Acquiror Balance Sheet or acquired after the
         date of the Acquiror Balance Sheet (except properties, interests in
         properties and assets sold or otherwise disposed of in the ordinary
         course of business since the Acquiror Balance Sheet Date), or with
         respect to leased properties and assets, valid leasehold interests
         therein, in each case free and clear of all Security Interests, except
         (i) the for Security Interests for current taxes not yet due and
         payable, (ii) such imperfections of title, liens and easements as do
         not and will not materially detract from or interfere with the use of
         the properties subject thereto or affected thereby, or otherwise
         materially impair business operations involving such properties and
         (iii) Security Interests securing debt that are reflected on the
         Acquiror Balance Sheet. The plants, property and equipment of Acquiror
         that are used in the operations of its business are in good operating
         condition and repair.

3.13     Intellectual Property. Acquiror owns or has the right to use pursuant
         to license, sublicense, agreement or permission all Intellectual
         Property necessary for the operation of the businesses of any of
         Acquiror as presently conducted and as presently proposed to be
         conducted ("Acquiror Intellectual Property"). Each item of Acquiror
         Intellectual Property will be owned or available for use by Acquiror on
         identical terms and conditions immediately after the Closing. Acquiror
         has taken all necessary action to maintain and protect each item of
         Acquiror Intellectual Property that it owns or uses. Acquiror has not
         interfered with, infringed upon, misappropriated or otherwise come into
         conflict with any Intellectual Property rights of any third party.

3.14     Environmental Matters. Acquiror is and has at all times operated its
         business in material compliance with all Environmental Laws and to the
         best of Acquiror's knowledge, no material expenditures are or will be
         required in order to comply with such Environmental Laws.

3.15     Taxes. Acquiror has filed all Tax Returns that it was required to file.
         All such Tax Returns were correct and complete in all material
         respects. Acquiror has paid all Taxes owed by Acquiror, whether or not
         disputed. True,


                                      A-23
<PAGE>


         correct and complete copies of all federal and state Tax Returns filed
         by Acquiror for the preceding 2 fiscal years have been delivered or
         made available to Target. None of Acquiror's assets have a Security
         Interest that arose in connection with the failure to pay any tax.
         Acquiror has withheld and paid all taxes required to have been withheld
         and paid in connection with amounts owing to any employee, independent
         contractor, creditor, stockholder or other third party. Acquiror has
         not waived any statute of limitations or agreed to any extension of
         time with respect to a tax assessment or deficiency. No material Tax
         liability since December 31, 2003 has been incurred by Acquiror other
         than in the ordinary course of business.

3.16     Employee Benefit Plans. Schedule 3.16 list all of Acquiror's pension or
         profit sharing plans, benefit plans including, without limitation, any
         disability, medical, dental, workers compensation, health insurance,
         life insurance, vacation, benefits plans, incentive plans, fringe
         benefit plans and any other material plans, programs, agreements or
         arrangements which provide benefits to any current or former employee
         of Acquiror (collectively, "Acquiror Plans"). With respect to each
         Acquiror Plan that is an employee benefit plan (as defined in section
         3(3) of ERISA), the requirements of ERISA applicable to such Acquiror
         Plan have been satisfied in all material respects. All the accrued
         obligations of Acquiror, whether arising by operation of law, by
         contract or by past custom, for payments by Acquiror to any 401k plan
         or other employee benefit plan, trust or other funds or any
         governmental agency with respect to unemployment compensation benefits,
         vacation and sick time pay, social security benefits or any other
         benefits for employees of Acquiror shall have been paid prior to the
         Closing. All contributions, premiums or other payments due from the
         Acquiror to (or under) any Acquiror Plan have been fully paid or
         adequately provided for on the books and financial statements of
         Acquiror. All accruals (including, where appropriate, proportional
         accruals for partial periods) have been made in accordance with prior
         practices.

3.17     Employment Matters.

         (a)      Schedule 3.17 contains a description of any written or oral
                  employment agreements, labor agreements, consulting agreements
                  or termination or severance agreements to which Acquiror is a
                  party.

         (b)      Acquiror has complied in all respects with all Laws relating
                  to employment, including without limitation


                                      A-24
<PAGE>


                  all Laws concerning equal employment opportunity,
                  nondiscrimination, leaves and absences, immigration, wages,
                  hours, benefits, collective bargaining, the payment of social
                  security and similar Taxes, occupational safety and health,
                  and plant closing. To Acquiror's knowledge, no executive, key
                  employee or group of employees has any plans to terminate
                  employment with Acquiror. Acquiror has not experienced any
                  strikes, grievances, claims of unfair labor practices or other
                  collective bargaining disputes. Acquiror has not committed any
                  unfair labor practice. To Acquiror's knowledge, there are no
                  organizational efforts presently being made or threatened by
                  or on behalf of any labor union with respect to employees of
                  Acquiror.

         (c)      The consummation of the transactions contemplated herein will
                  not result in (i) the acceleration of payment or vesting of
                  any benefit, option or right to which any employee, director
                  or independent contractor of Acquiror may be entitled, (ii)
                  the forgiveness of any indebtedness of any employee, director
                  or independent contractor of Acquiror or (iii) any cost
                  becoming due or accruing to Acquiror or Target with respect to
                  any employee, director or independent contractor of Acquiror.

3.18     Related Party Transactions. Schedule 3.18 lists all contracts and
         agreements between Acquiror, on one hand, and any of Acquiror's
         shareholders employees, officers, or directors of Acquiror or member of
         his or her immediate family, on the other. All such contracts and
         agreements will, except as noted on Schedule 3.18, be terminated
         immediately prior to the Closing. None of Acquiror's shareholders
         employees, officers, or directors of Acquiror or member of his or her
         immediate family owns any asset, tangible or intangible, that is used
         in the business of Acquiror.













                                      A-25
<PAGE>


3.19     Insurance. Acquiror's policies of fire, liability and other forms of
         insurance covering Acquiror are of the type, coverage and in such
         amounts as are customary of Acquiror's business, and are duly
         enforceable through the Closing Date.

3.20     Compliance with Laws. Acquiror has complied with, are not in violation
         of, and have not received any notices of violation with respect to, any
         Laws with respect to the conduct of its business, or the ownership or
         operation of its business, except for such violations or failures to
         comply as could not be reasonably expected to have a Material Adverse
         Effect on Acquiror.

3.21     Real Property. Acquiror does not lease any real property. Schedule 3.21
         lists and describes briefly all real property that Acquiror owns
         ("Acquiror Real Property"). With respect to the Acquiror Real Property:
         (a) Acquiror has good and marketable title to the parcel of real
         property, free and clear of any Security Interest, easement, covenant
         or other restrictions, and there are no parties (other than Acquiror)
         in possession of or using the Acquiror Real Property.

3.22     Brokers' and Finders' Fees. Acquiror has no liability to pay any fees
         or commissions to any broker, finder or agent with respect to the
         transactions contemplated by this Agreement for which Target or Signing
         Stockholders could become liable or obligated.

3.23     Inventory. The material inventory of Acquiror consists of raw materials
         and supplies, manufactured and purchased parts, goods in process, and
         finished goods, all of which is merchantable and fit for the purpose
         for which it was procured or manufactured, and none of which is
         slow-moving, obsolete, damaged or defective, subject only to the
         reserve for inventory writedown as adjusted for the passage of time
         through the Closing Date in accordance with the past custom and
         practice of Acquiror.

3.24     Customers and Suppliers. Schedule 3.24 lists (a) the 10 largest
         customers and suppliers of Acquiror for each of the two most recent
         fiscal years and sets forth opposite the name of each such customer the
         percentage of consolidated net sales and percentage of materials or
         services attributable to such customer or supplier, respectively and
         (b) any additional current customers and suppliers that Acquiror
         anticipates will be among the 10 largest customers and suppliers for
         the current fiscal year. No customer or supplier listed on Schedule
         3.24 has indicated that it will stop, or decrease the rate of, buying
         or supplying, as the case may be, materials, products or services from
         Acquiror.

3.25     Material Contracts. Schedule 3.25 lists all material contracts and
         other agreements, whether written or oral, to


                                      A-26
<PAGE>


         which Acquiror is a party or by which it is bound (collectively, the
         "Acquiror Material Contracts"). Acquiror has delivered to Target a
         correct and complete copy of each written agreement listed in Schedule
         3.25 and a written summary setting forth the terms and conditions of
         each oral agreement referred to in Schedule 3.25. With respect to each
         such agreement: (a) the agreement is legal, valid, binding, enforceable
         and in full force and effect; (b) the agreement will continue to be
         legal, valid, binding, enforceable and in full force and effect on
         identical terms following the consummation of the transactions
         contemplated hereby; (c) no party is in breach or default; (d) no event
         has occurred that, with notice or lapse of time, would constitute a
         breach or default, or permit termination, modification or acceleration,
         under the agreement; and (e) no party has repudiated any provision of
         the agreement.

3.26     Complete Copies of Materials. Acquiror has delivered or made available
         true and complete copies of each document which has been requested by
         Target or its counsel in connection with their legal and accounting
         review of Acquiror.

3.27     Representations Complete. None of the representations or warranties
         made by Acquiror herein or in any Schedule hereto, including the
         Acquiror Disclosure Schedule, or certificate furnished by Acquiror
         pursuant to this Agreement, when all such documents are read together
         in their entirety, contains or will contain at the Effective Time any
         untrue statement of a material fact, or omits or will omit at the
         Effective Time to state any material fact necessary in order to make
         the statements contained herein or therein, in the light of the
         circumstances under which made, not misleading.

3.28     Projections. Acquiror and Merger Sub each acknowledge and agree that
         neither Target nor the Signing Stockholders makes any representations
         or warranties (express, implied, at common law, statutory or otherwise)
         with respect to the accuracy or completeness of any projections,
         financial or otherwise, now, previously or hereafter made available to
         Acquiror and Merger Sub in connection with this Agreement. Acquiror and
         Merger Sub each acknowledge and agree that each has fully conducted and
         is relying exclusively upon (a) the Target's and Signing Stockholder's
         representations and warranties contained in Section 2 of this Agreement
         and (b) their own inspections and investigation as to the condition and
         suitability of the business, assets, real and personal properties,
         Liabilities, results of operations, condition (financial or otherwise)
         and prospects of Target.


                                      A-27
<PAGE>


                                    ARTICLE 4

                       CONDUCT PRIOR TO THE EFFECTIVE TIME
                       -----------------------------------

4.1      Conduct of Business of Target. During the period from the date of this
         Agreement and continuing until the earlier of the termination of this
         Agreement pursuant to Section 7.1 or the Effective Time, Target agrees
         (except to the extent expressly contemplated by this Agreement or as
         consented to in writing by the Acquiror), to carry on its business in
         the usual, regular and ordinary course in substantially the same manner
         as heretofore conducted. Target further agrees to (i) pay debts and
         Taxes when due subject to good faith disputes over such debts or Taxes,
         (ii) subject to Acquiror's consent to the filing of material Tax
         Returns if applicable, to pay or perform other obligations when due,
         and (iii) to use all reasonable efforts consistent with past practice
         and policies to preserve intact its present business organizations,
         keep available the services of its present officers and key employees
         and preserve its relationships with customers, suppliers, distributors,
         licensors, licensees, and others having business dealings with it, to
         the end that its goodwill and ongoing businesses shall be unimpaired at
         the Effective Time. Target agrees to promptly notify Acquiror of any
         event or occurrence not in the ordinary course of its or its
         subsidiaries' business, and of any event which could have a Material
         Adverse Effect on Target. Without limiting the foregoing, except as
         expressly contemplated by this Agreement, Target shall not, cause or
         permit any of the following without the prior written consent of
         Acquiror:

         (a)      Charter Documents. Cause or permit any amendments to its
                  Articles of Incorporation or Bylaws;

         (b)      Dividends; Changes in Capital Stock. Declare or pay any
                  dividends on or make any other distributions (whether in cash,
                  stock or property) in respect of any of its capital stock, or
                  split, combine or reclassify any of its capital stock or issue
                  or authorize the issuance of any other securities in respect
                  of, in lieu of or in substitution for shares of its capital
                  stock, or repurchase or otherwise acquire, directly or
                  indirectly, any shares of its capital stock except from former
                  employees, directors and consultants in accordance with
                  agreements providing for the repurchase of shares in
                  connection with any termination of service to it;

         (c)      Material Contracts. Enter into any material contract,
                  agreement, license or commitment, or violate, amend or
                  otherwise modify or waive any of


                                      A-28
<PAGE>


                  the terms of any of its material contracts, agreements or
                  licenses other than in the ordinary course of business
                  consistent with past practice;

         (d)      Stock Option Plans, etc. Accelerate, amend or change the
                  period of exercisability or vesting of options or other rights
                  granted under its stock plans or authorize cash payments in
                  exchange for any options or other rights granted under any of
                  such plans; or

         (e)      Issuance of Securities. Issue, deliver or sell or authorize or
                  propose the issuance, delivery or sale of, or purchase or
                  propose the purchase of, any shares of its capital stock or
                  securities convertible into, or subscriptions, rights,
                  warrants or options to acquire, or other agreements or
                  commitments of any character obligating it to issue any such
                  shares or other convertible securities, other than the
                  issuance of shares of Target Common Stock pursuant to the
                  exercise of stock options, warrants or other rights therefor
                  outstanding as of the date of this Agreement;

         (f)      Intellectual Property. Transfer to or license any person or
                  entity or otherwise extend, amend or modify any rights to its
                  Intellectual Property other than the grant of nonexclusive
                  licenses in the ordinary course of business consistent with
                  past practice;

         (g)      Exclusive Rights. Enter into or amend any agreements pursuant
                  to which any other party is granted exclusive marketing,
                  manufacturing or other exclusive rights of any type or scope
                  with respect to any of its products or technology;

         (h)      Dispositions. Sell, lease, license or otherwise dispose of or
                  encumber any of its properties or assets which are material,
                  individually or in the aggregate, to its business;

         (i)      Indebtedness. Incur or commit to incur any indebtedness for
                  borrowed money or guarantee any such indebtedness or issue or
                  sell any debt securities or guarantee any debt securities of
                  others;

         (j)      Leases. Enter into any operating lease requiring payments in
                  excess of $5,000 per year;


                                      A-29
<PAGE>


         (k)      Payment of Obligations. Pay, discharge or satisfy in an amount
                  in excess of $10,000 individually or $25,000 in the aggregate,
                  any claim, liability or obligation (absolute, accrued,
                  asserted or unasserted, contingent or otherwise) arising other
                  than in the ordinary course of business, other than the
                  payment, discharge or satisfaction of liabilities reflected or
                  reserved against in the Target Financial Statements;

         (l)      Capital Expenditures. Incur or commit to incur any capital
                  expenditures in excess of $10,000 in the aggregate;

         (m)      Insurance. Materially reduce the amount of any material
                  insurance coverage provided by existing insurance policies;

         (n)      Termination or Waiver. Terminate or waive any right of
                  substantial value, other than in the ordinary course of
                  business;

         (o)      Employee Benefits; Severance. Take any of the following
                  actions: (i) increase or agree to increase the compensation
                  payable or to become payable to its officers or employees,
                  except for increases in salary or wages of nonofficer
                  employees in the ordinary course of business and in accordance
                  with past practices, (ii) grant any additional severance or
                  termination pay to, or enter into any employment or severance
                  agreements with, any officer or employee, (iii) enter into any
                  collective bargaining agreement, or (iv) establish, adopt,
                  enter into or amend in any respect any bonus, profit sharing,
                  thrift, compensation, stock option, restricted stock, pension,
                  retirement, deferred compensation, employment, termination,
                  severance or other plan, trust, fund, policy or arrangement
                  for the benefit of any directors, officers or employees;
                  provided, however, that the foregoing provisions of this
                  subsection shall not apply to any amendments to employee
                  benefit plans described in ERISA Section 3(3) that may be
                  required by law;

         (p)      Lawsuits. Commence a lawsuit or arbitration proceeding other
                  than (i) for the routine collection of bills, or (ii) for a
                  breach of this Agreement;


                                      A-30
<PAGE>


         (q)      Acquisitions. Acquire or agree to acquire by merging or
                  consolidating with, or by purchasing a substantial portion of
                  the assets of, or by any other manner, any business or any
                  corporation, partnership, association or other business
                  organization or division thereof, or otherwise acquire or
                  agree to acquire any assets which are material, individually
                  or in the aggregate, to such entity's business;

         (r)      Taxes. Make any material tax election other than in the
                  ordinary course of business and consistent with past practice,
                  change any material tax election, adopt any tax accounting
                  method other than in the ordinary course of business and
                  consistent with past practice, change any tax accounting
                  method, file any tax return (other than any estimated tax
                  returns, immaterial information returns, payroll tax returns
                  or sales tax returns) or any amendment to a tax return, enter
                  into any closing agreement, settle any Tax claim or assessment
                  or consent to any Tax claim or assessment provided that
                  Acquiror shall not unreasonably withhold or delay approval of
                  any of the foregoing actions;

         (s)      Revaluation. Revalue any of its assets, including without
                  limitation writing down the value of inventory or writing off
                  notes or accounts receivable other than in the ordinary course
                  of business; or

         (t)      Other. Take or agree in writing or otherwise to take, any of
                  the actions described in Sections 4.1(a) through (s) above, or
                  any action which would make any of its representations or
                  warranties contained in this Agreement untrue or incorrect or
                  prevent it from performing or cause it not to perform its
                  covenants hereunder.

4.2      Target Notices. Target shall give all notices and other information
         required to be given to the employees of Target, any collective
         bargaining unit representing any group of employees of Target, and any
         applicable government authority under the National Labor Relations Act,
         the Code, the COBRA, and other applicable law in connection with the
         transactions provided for in this Agreement.

4.3      Conduct of Business of Acquiror. During the period from the date of
         this Agreement and continuing until the earlier of the termination of
         this Agreement pursuant to Section 7.1 or the Effective Time, Acquiror
         agrees (except to the extent expressly contemplated by this Agreement
         or as consented to in writing by the Target), to carry on its business
         in the


                                      A-31
<PAGE>


         usual, regular and ordinary course in substantially the same manner as
         heretofore conducted. Acquiror further agrees to (i) pay debts and
         Taxes when due subject to good faith disputes over such debts or Taxes,
         (ii) subject to Target's consent to the filing of material Tax Returns
         if applicable, to pay or perform other obligations when due, and (iii)
         to use all reasonable efforts consistent with past practice and
         policies to preserve intact its present business organizations, keep
         available the services of its present officers and key employees and
         preserve its relationships with customers, suppliers, distributors,
         licensors, licensees, and others having business dealings with it, to
         the end that its goodwill and ongoing businesses shall be unimpaired at
         the Effective Time. Acquiror agrees to promptly notify Target of any
         event or occurrence not in the ordinary course of its or its
         subsidiaries' business, and of any event which could have a Material
         Adverse Effect on Acquiror. Without limiting the foregoing, except as
         expressly contemplated by this Agreement, Acquiror shall not, cause or
         permit any of the following without the prior written consent of
         Target:

         (a)      Charter Documents. Cause or permit any amendments to its
                  Articles of Incorporation or Bylaws;

         (b)      Dividends; Changes in Capital Stock. Except as set forth on
                  Section 3.2 of the Acquiror Disclosure Schedule, declare or
                  pay any dividends on or make any other distributions (whether
                  in cash, stock or property) in respect of any of its capital
                  stock, or split, combine or reclassify any of its capital
                  stock or issue or authorize the issuance of any other
                  securities in respect of, in lieu of or in substitution for
                  shares of its capital stock, or repurchase or otherwise
                  acquire, directly or indirectly, any shares of its capital
                  stock except from former employees, directors and consultants
                  in accordance with agreements providing for the repurchase of
                  shares in connection with any termination of service to it;

         (c)      Material Contracts. Enter into any material contract,
                  agreement, license or commitment, or violate, amend or
                  otherwise modify or waive any of the terms of any of its
                  material contracts, agreements or licenses other than in the
                  ordinary course of business consistent with past practice;

         (d)      Stock Option Plans, etc. Accelerate, amend or change the
                  period of exercisability or vesting of options or other rights
                  granted under its stock plans or


                                      A-32
<PAGE>


                  authorize cash payments in exchange for any options or other
                  rights granted under any of such plans; or

         (e)      Issuance of Securities. Issue, deliver or sell or authorize or
                  propose the issuance, delivery or sale of, or purchase or
                  propose the purchase of, any shares of its capital stock or
                  securities convertible into, or subscriptions, rights,
                  warrants or options to acquire, or other agreements or
                  commitments of any character obligating it to issue any such
                  shares or other convertible securities, other than the
                  issuance of shares of Acquiror Common Stock pursuant to the
                  exercise of stock options, warrants or other rights therefor
                  outstanding as of the date of this Agreement;

         (f)      Intellectual Property. Transfer to or license any person or
                  entity or otherwise extend, amend or modify any rights to its
                  Intellectual Property other than the grant of nonexclusive
                  licenses in the ordinary course of business consistent with
                  past practice;

         (g)      Exclusive Rights. Enter into or amend any agreements pursuant
                  to which any other party is granted exclusive marketing,
                  manufacturing or other exclusive rights of any type or scope
                  with respect to any of its products or technology;

         (h)      Dispositions. Sell, lease, license or otherwise dispose of or
                  encumber any of its properties or assets which are material,
                  individually or in the aggregate, to its business;

         (i)      Indebtedness. Incur or commit to incur any indebtedness for
                  borrowed money or guarantee any such indebtedness or issue or
                  sell any debt securities or guarantee any debt securities of
                  others;

         (j)      Leases. Enter into any operating lease requiring payments in
                  excess of $5,000 per year;

         (k)      Payment of Obligations. Pay, discharge or satisfy in an amount
                  in excess of $10,000 individually or $25,000 in the aggregate,
                  any claim, liability or obligation (absolute, accrued,
                  asserted or unasserted, contingent or otherwise) arising other
                  than in the ordinary course of business, other than the
                  payment, discharge or satisfaction of liabilities


                                      A-33
<PAGE>


                  reflected or reserved against in the Acquiror Financial
                  Statements;

         (l)      Capital Expenditures. Incur or commit to incur any capital
                  expenditures in excess of $10,000 in the aggregate;

         (m)      Insurance. Materially reduce the amount of any material
                  insurance coverage provided by existing insurance policies;

         (n)      Termination or Waiver. Terminate or waive any right of
                  substantial value, other than in the ordinary course of
                  business;

         (o)      Employee Benefits; Severance. Take any of the following
                  actions: (i) increase or agree to increase the compensation
                  payable or to become payable to its officers or employees,
                  except for increases in salary or wages of nonofficer
                  employees in the ordinary course of business and in accordance
                  with past practices, (ii) grant any additional severance or
                  termination pay to, or enter into any employment or severance
                  agreements with, any officer or employee, (iii) enter into any
                  collective bargaining agreement, or (iv) establish, adopt,
                  enter into or amend in any respect any bonus, profit sharing,
                  thrift, compensation, stock option, restricted stock, pension,
                  retirement, deferred compensation, employment, termination,
                  severance or other plan, trust, fund, policy or arrangement
                  for the benefit of any directors, officers or employees;
                  provided, however, that the foregoing provisions of this
                  subsection shall not apply to any amendments to employee
                  benefit plans described in ERISA Section 3(3) that may be
                  required by law;

         (p)      Lawsuits. Commence a lawsuit or arbitration proceeding other
                  than (i) for the routine collection of bills, or (ii) for a
                  breach of this Agreement;

         (q)      Acquisitions. Acquire or agree to acquire by merging or
                  consolidating with, or by purchasing a substantial portion of
                  the assets of, or by any other manner, any business or any
                  corporation, partnership, association or other business
                  organization or division thereof, or otherwise acquire or
                  agree to acquire any assets which are material, individually
                  or in the aggregate, to such entity's business;


                                      A-34
<PAGE>


         (r)      Taxes. Make any material tax election other than in the
                  ordinary course of business and consistent with past practice,
                  change any material tax election, adopt any tax accounting
                  method other than in the ordinary course of business and
                  consistent with past practice, change any tax accounting
                  method, file any tax return (other than any estimated tax
                  returns, immaterial information returns, payroll tax returns
                  or sales tax returns) or any amendment to a tax return, enter
                  into any closing agreement, settle any Tax claim or assessment
                  or consent to any Tax claim or assessment provided that
                  Acquiror shall not unreasonably withhold or delay approval of
                  any of the foregoing actions;

         (s)      Revaluation. Revalue any of its assets, including without
                  limitation writing down the value of inventory or writing off
                  notes or accounts receivable other than in the ordinary course
                  of business; or

         (t)      Other. Take or agree in writing or otherwise to take, any of
                  the actions described in Sections 4.1(a) through (s) above, or
                  any action which would make any of its representations or
                  warranties contained in this Agreement untrue or incorrect or
                  prevent it from performing or cause it not to perform its
                  covenants hereunder.

4.4      Acquiror Notices. Acquiror shall give all notices and other information
         required to be given to the employees of Acquiror, any collective
         bargaining unit representing any group of employees of Acquiror, and
         any applicable government authority under the National Labor Relations
         Act, the Code, the COBRA, and other applicable law in connection with
         the transactions provided for in this Agreement.

                                    ARTICLE 5

                              ADDITIONAL AGREEMENTS
                              ---------------------

5.1      No Solicitation.

         (a)      Target will not: (i) solicit, initiate or encourage the
                  submission of any proposal or offer relating to the
                  acquisition of any capital stock or other voting securities,
                  or any substantial portion of the assets, of Target (including
                  any acquisition structured as a merger, consolidation or share
                  exchange), or (ii) participate in any discussions or
                  negotiations regarding, furnish any information, assist or


                                      A-35
<PAGE>


                  participate in, or facilitate in any other manner any effort
                  or attempt to do or seek any of the activities under Section
                  5.1(a)(i) of this Agreement. Target will notify Acquiror
                  immediately if any third-party makes any proposal, offer,
                  inquiry or contact in this regard.

         (b)      Acquiror will not: (i) solicit, initiate or encourage the
                  submission of any proposal or offer relating to the
                  acquisition of any capital stock or other voting securities,
                  or any substantial portion of the assets, of Acquiror
                  (including any acquisition structured as a merger,
                  consolidation or share exchange), or (ii) participate in any
                  discussions or negotiations regarding, furnish any
                  information, assist or participate in, or facilitate in any
                  other manner any effort or attempt to do or seek any of the
                  activities under Section 5.2(b)(i) of this Agreement. Provided
                  however, that prior to obtaining the approval of Acquiror's
                  shareholders with respect to merger, Acquiror may take any of
                  the actions described in Sections 5.2(b)(i) and (ii) above in
                  response to a bona fide written unsolicited acquisition
                  proposal if, but only if, such person has submitted an
                  unsolicited acquisition proposal which did not result from a
                  violation of Acquiror's obligations under Sections 5.2(b)(i)
                  and (ii). Acquiror will notify Target immediately if any
                  third-party makes any proposal, offer, inquiry or contact in
                  this regard. If Acquiror's board of directors determines that
                  such acquisition proposal constitutes a proposal superior to
                  the terms of the Merger, Target shall be immediately notified
                  of such determination. If such a determination is made,
                  Acquiror's board of directors may approve or recommend the
                  such acquisition proposal and may enter into an agreement
                  regarding such acquisition proposal provided that Acquiror's
                  board of directors has determined in good faith, that taking
                  such action is required in order for the members of Acquiror's
                  board of directors to comply with their fiduciary duties to
                  Acquiror's shareholders under applicable law and this
                  Agreement has been terminated in accordance with Section
                  7.1(g).

5.2      Shareholders Meeting or Consent Solicitation. Target shall promptly
         after the date hereof take all actions necessary to call a meeting of
         its shareholders to be held for the purpose of voting upon this
         Agreement and the Merger. Target will, through its Board of Directors,
         recommend to its shareholders approval of such matters as soon as


                                      A-36
<PAGE>


         practicable after the date hereof. Target shall use all reasonable
         efforts to solicit from its shareholders proxies or consents in favor
         of such matters. Neither Target nor any of the Signing Stockholders
         shall take any action, directly or indirectly, to cause or promote any
         Target shareholder to exercise dissenters' rights in accordance with
         the Minnesota Law, Sections 302A.471 and 302A.473.

5.3      Access to Information.

         (a)      Target will permit representatives of Acquiror to have full
                  access, at all reasonable times, and in a manner so as not to
                  interfere with the normal business operations of Target, to
                  all premises, properties, personnel, books, records (including
                  Tax records), contracts and documents of or pertaining to
                  Target. Acquiror will permit representatives of Target to have
                  full access, at all reasonable times, and in a manner so as
                  not to interfere with the normal business operations of
                  Acquiror, to all premises, properties, personnel, books,
                  records (including Tax records), contracts and documents of or
                  pertaining to Acquiror.

         (b)      No information or knowledge obtained in any investigation
                  pursuant to this Section 5.3 shall affect or be deemed to
                  modify any representation or warranty contained herein or the
                  conditions to the obligations of the parties to consummate the
                  Merger.

5.4      Confidentiality. Any information concerning the business and affairs of
         Target that is not already generally available to the public is
         considered to be confidential information (the "Target Confidential
         Information"). The Signing Stockholders will treat and hold as such all
         of the Target Confidential Information and refrain from using any of
         the Target Confidential Information except in connection with this
         Agreement and the transactions contemplated by this Agreement or with
         the written consent of Acquiror.

5.5      Public Disclosure. Unless otherwise permitted by this Agreement and
         except as may be required by Acquiror to comply with the rules and
         regulations of the SEC or any obligations pursuant to any listing
         agreement with any national securities exchange or with the NASD,
         Acquiror and Target shall consult with each other before issuing any
         press release or otherwise making any public statement or making any
         other public (or non-confidential) disclosure (whether or not in
         response to an inquiry) regarding the terms of this Agreement and the
         transactions contemplated hereby, and neither shall issue any such
         press release or make any such statement or disclosure without the
         prior


                                      A-37
<PAGE>


         approval of the other (which approval shall not be unreasonably
         withheld). All nonpublic information provided by Acquiror and Target
         will not be disclosed by either party or their representatives to any
         third party (other than accountants, counsel and authorized
         representatives of each party) without the prior written consent of the
         other, except as may be required by law.

5.6      Consents; Cooperation. Each of Acquiror and Target shall promptly apply
         for or otherwise seek, and use its best efforts to obtain, all consents
         and approvals required to be obtained by it for the consummation of the
         Merger and shall use its best efforts to obtain all necessary consents,
         waivers and approvals under any of its material contracts in connection
         with the Merger for the assignment thereof or otherwise. The parties
         hereto will consult and cooperate with one another, and consider in
         good faith the views of one another, in connection with any analyses,
         appearances, presentations, memoranda, briefs, arguments, opinions and
         proposals made or submitted by or on behalf of any party hereto in
         connection with proceedings under or relating to any federal or state
         antitrust or fair trade law.

5.7      Update Disclosure; Breaches. From and after the date of this Agreement
         until the Effective Time, Target shall promptly notify Acquiror, by
         written update to its Disclosure Schedule, of (i) the occurrence or
         nonoccurrence of any event which would be likely to cause any condition
         to the obligations of any party to effect the Merger and the other
         transactions contemplated by this Agreement not to be satisfied, or
         (ii) the failure of Target to comply with or satisfy any covenant,
         condition or agreement to be complied with or satisfied by it pursuant
         to this Agreement which would be likely to result in any condition to
         the obligations of any party to effect the Merger and the other
         transactions contemplated by this Agreement not to be satisfied. The
         delivery of any notice pursuant to this Section 5.7 shall not cure any
         breach of any representation or warranty requiring disclosure of such
         matter prior to the date of this Agreement or otherwise limit or affect
         the remedies available hereunder to the party receiving such notice,
         provided that such party, within 10 days after receipt of such notice,
         advises the other party of its objection to the matter disclosed in
         such notice and the nature of such objection.

5.8      Irrevocable Proxies. Each of the Signing Stockholders shall execute and
         deliver to Acquiror an Irrevocable Proxy substantially in the form of
         Exhibit B attached hereto concurrently with the execution of this
         Agreement with each such proxy, if not terminated sooner, terminating
         on December 31, 2004.


                                      A-38
<PAGE>


5.9      Legal Requirements. Each of Acquiror and Target will, and will cause
         their respective subsidiaries to, take all reasonable actions necessary
         to comply promptly with all legal requirements which may be imposed on
         them with respect to the consummation of the transactions contemplated
         by this Agreement and will promptly cooperate with and furnish
         information to any party hereto necessary in connection with any such
         requirements imposed upon such other party in connection with the
         consummation of the transactions contemplated by this Agreement and
         will take all reasonable actions necessary to obtain (and will
         cooperate with the other parties hereto in obtaining) any consent,
         approval, order or authorization of, or any registration, declaration
         or filing with, any Governmental Entity or other person, required to be
         obtained or made in connection with the taking of any action
         contemplated by this Agreement.

5.10     Tax-Free Reorganization. Neither Target, Acquiror nor Sub will, either
         before or after consummation of the Merger, take any action which, to
         the knowledge of such party, would cause the Merger to fail to
         constitute a "reorganization" within the meaning of Code Section 368.

5.11     Listing of Additional Shares. Prior to the Effective Time, Acquiror
         shall file with Nasdaq a Notification Form for Listing of Additional
         Shares with respect to the Total Acquiror Shares.

5.12     Additional Agreements; Best Efforts. Each of the parties agrees to use
         their best efforts to take, or cause to be taken, all action and to do,
         or cause to be done, all things necessary, proper or advisable under
         applicable laws and regulations to consummate and make effective the
         transactions contemplated by this Agreement, subject to the appropriate
         vote of shareholders of Target described in Section 5.2, including
         cooperating fully with the other party, including by provision of
         information. In case at any time after the Effective Time any further
         action is necessary or desirable to carry out the purposes of this
         Agreement or to vest the Surviving Corporation with full title to all
         properties, assets, rights, approvals, immunities and franchises of
         either of the constituent corporations, the proper officers and
         directors of each party to this Agreement shall take all such necessary
         action.

5.13     Employee Benefits. Acquiror shall take such reasonable actions, to the
         extent permitted by Acquiror's benefits program, as are necessary to
         allow eligible employees of Target to participate in the benefit
         programs of Acquiror, or alternative benefits programs in the aggregate
         substantially comparable to those applicable to employees of Acquiror
         on similar terms, as soon as practicable after the Effective Time of
         the Merger. For purposes of satisfying


                                      A-39
<PAGE>


         the terms and conditions of such programs, to the extent permitted by
         Acquiror's benefit programs, Acquiror shall use reasonable efforts to
         give full credit for eligibility or vesting for each participant's
         period of service with Target.

5.14     Preparation of Tax Return. Acquiror agrees to cause Surviving
         Corporation to timely prepare federal and state tax returns for the
         Target's tax year ending as a result of the Merger. Acquiror agrees to
         provide the Stockholders' Representative (as defined in Section 8.8) an
         opportunity to review and comment upon such returns prior to filing.
         Acquiror agrees not to cause Surviving Corporation to amend the federal
         and state tax returns of Target without the consent of Stockholders'
         Representative.

5.15     Sales, Transfer and Other Taxes. Any sales, transfer, purchase, use,
         real estate, excise or other Taxes (excluding income Taxes) that may be
         payable by reason of the sale, transfer or conveyance of the Total
         Acquiror Shares will be paid by the Signing Stockholders.

5.16     Royalty Payments. Prior to the Closing Date, all royalty payments
         payable to Jeff Zernov from Target shall have been terminated. Neither
         Acquiror nor the Surviving Corporation shall have any liability to Jeff
         Zernov for any such royalty payments.

                                    ARTICLE 6

                            CONDITIONS TO THE MERGER
                            ------------------------

6.1      Conditions to Obligations of Each Party to Effect the Merger. The
         respective obligations of each party to this Agreement to consummate
         and effect this Agreement and the transactions contemplated hereby
         shall be subject to the satisfaction at or prior to the Effective Time
         of each of the following conditions, any of which may be waived, in
         writing, by agreement of all the parties hereto:

         (a)      No Injunctions or Restraints; Illegality. No temporary
                  restraining order, preliminary or permanent injunction or
                  other order issued by any court of competent jurisdiction or
                  other legal or regulatory restraint or prohibition preventing
                  the consummation of the Merger shall be in effect, nor shall
                  any proceeding brought by an administrative agency or
                  commission or other governmental authority or instrumentality,
                  domestic or foreign, seeking any of the foregoing be pending;
                  nor shall there be any


                                      A-40
<PAGE>


                  action taken, or any statute, rule, regulation or order
                  enacted, entered, enforced or deemed applicable to the Merger,
                  which makes the consummation of the Merger illegal. In the
                  event an injunction or other order shall have been issued,
                  each party agrees to use its reasonable diligent efforts to
                  have such injunction or other order lifted.

         (b)      Governmental Approval. Acquiror and Target shall have timely
                  obtained from each Governmental Entity all approvals, waivers
                  and consents, if any, necessary for consummation of or in
                  connection with the Merger and the several transactions
                  contemplated hereby.

         (c)      Listing of Additional Shares. The filing with the Nasdaq
                  National Market of a Notification Form for Listing of
                  Additional Shares with respect to the shares of Acquiror
                  Common Stock issuable upon conversion of the Target Common
                  Stock in the Merger and upon exercise of the options under the
                  Target Stock Option Plan assumed by Acquiror shall have been
                  made.

         (d)      Approval of Acquiror's Shareholders. This Agreement and the
                  Merger shall have been approved and adopted by the holders of
                  at least a majority of the oustanding shares of Acquiror
                  Common Stock outstanding as of the record date set for the
                  Acquiror's shareholders meeting or solicitation of shareholder
                  consents.

6.2      Additional Conditions to Obligations of Target. The obligations of
         Target to consummate and effect this Agreement and the transactions
         contemplated hereby shall be subject to the satisfaction at or prior to
         the Effective Time of each of the following conditions, any of which
         may be waived, in writing, by Target:

         (a)      Representations, Warranties and Covenants. (i) The
                  representations and warranties of Acquiror and Merger Sub in
                  this Agreement shall be true and correct in all material
                  respects (except for such representations and warranties that
                  are qualified by their terms by a reference to materiality
                  which representations and warranties as so qualified shall be
                  true in all respects) on and as of the Effective Time as
                  though such representations and warranties were made on and as
                  of such time and (ii) Acquiror and Merger Sub shall have
                  performed and complied in all material respects with all
                  covenants, obligations


                                      A-41
<PAGE>


                  and conditions of this Agreement required to be performed and
                  complied with by them as of the Effective Time.

         (b)      Certificate of Acquiror. Target shall have been provided with
                  a certificate executed on behalf of Acquiror by a duly
                  authorized officer stating that the conditions set forth in
                  Section 6.2(a) have been fulfilled.

         (c)      Third Party Consents. Target shall have been furnished with
                  evidence satisfactory to it of the consent or approval of
                  those persons whose consent or approval shall be required in
                  connection with the Merger set forth on Schedule 2.3.

         (d)      Legal Opinion. Target shall have received a legal opinion from
                  Acquiror's legal counsel substantially in the form attached as
                  Exhibit C hereto.

         (e)      Resignation of Directors. Each of the directors of Acquiror
                  designated by Target shall resign their office effective
                  immediately following the Closing. The remaining directors of
                  Acquiror will elect replacements, effective immediately
                  following the Closing, for each of the resigning directors,
                  with such replacements, and the class in which each
                  replacement shall be placed, to be designated by Target. The
                  Stockholders' Representative shall name a replacement for any
                  such replacement directors designated by Target that for any
                  reason cannot serve on Acquiror's Board of Directors upon the
                  consummation of the Merger.

         (f)      Kiphart Investment. Effective as of the Closing, Richard P.
                  Kiphart shall purchase that number of whole shares of Acquiror
                  Common Stock for an aggregate purchase price of approximately
                  $1,000,000 at a price per share equal to the lower of the (a)
                  70% of the average closing price per share of Acquiror's
                  Common Stock on the Nasdaq Small Cap Market over the 30
                  calendar day period preceding the date hereof and (b) 70% of
                  the average closing price per share of Acquiror's Common Stock
                  on the Nasdaq Small Cap Market over the 30 calendar day period
                  preceding the day prior to the Closing Date; provided that the
                  price per share shall not be lower than $1.53. The
                  Stockholders' Representative shall have been delivered an
                  irrevocable proxy terminating after 2 years to vote such
                  shares of Acquiror Common Stock.


                                      A-42
<PAGE>


         (g)      Amendment to Articles of Incorporation. Acquiror shallhave
                  amended its Articles of Incorporation to authorize the
                  issuance of up to 50,000,000 shares of capital stock of
                  Acquiror.

         (h)      Escrow Agreement. Target shall have received an copy duly
                  executed by Escrow Agent and Acquiror of the Escrow Agrement
                  substantially in the form attached as Exhibit F hereto.

         (i)      Name Change. Acquiror shall have amended its Articles of
                  Incorporation to change its name to a name designated by
                  Target.

         (j)      Delivery of Certain Documents. At the Closing, Acquiror shall
                  have delivered to Target all of the following:

                  (i)      Copies of all third party and governmental consents
                           and approvals referenced in Sections 6.1(c) and
                           6.2(c) above;

                  (ii)     A copy of the Articles of Incorporation of Acquiror,
                           certified by the Secretary of State of the State of
                           Minnesota, and a Certificate of Good Standing from
                           the Secretary of State of the State of Minnesota
                           evidencing the good standing of Acquiror, each dated
                           as of a recent date; and

                  (iii)    Such other certificates, documents and instruments as
                           Acquiror reasonably requests relating to the
                           transactions contemplated hereby.

6.3      Additional Conditions to the Obligations of Acquiror. The obligations
         of Acquiror to consummate and effect this Agreement and the
         transactions contemplated hereby shall be subject to the satisfaction
         at or prior to the Effective Time of each of the following conditions,
         any of which may be waived, in writing, by Acquiror:

         (a)      Representations, Warranties and Covenants. (i) The
                  representations and warranties of Target in this Agreement
                  shall be true and correct in all material respects (except for
                  such representations and warranties that are qualified by
                  their terms by a reference to materiality which
                  representations and


                                      A-43
<PAGE>


                  warranties as so qualified shall be true in all respects) on
                  and as of the Effective Time as though such representations
                  and warranties were made on and as of such time and (ii)
                  Target shall have performed and complied in all material
                  respects with all covenants, obligations and conditions of
                  this Agreement required to be performed and complied with by
                  it as of the Effective Time.

         (b)      Certificate of Acquiror. Acquiror shall have been provided
                  with a certificate executed on behalf of Target by a duly
                  authorized officer stating that the conditions set forth in
                  Section 6.3(a) have been fulfilled.

         (c)      Third Party Consents. Acquiror shall have been furnished with
                  evidence satisfactory to it of the consent or approval of
                  those persons whose consent or approval shall be required in
                  connection with the Merger set forth on Schedule 2.3.

         (d)      Injunctions or Restraints on Merger and Conduct of Business.
                  No proceeding brought by any administrative agency or
                  commission or other governmental authority or instrumentality,
                  domestic or foreign, seeking to prevent the consummation of
                  the Merger shall be pending. In addition, no temporary
                  restraining order, preliminary or permanent injunction or
                  other order issued by any court of competent jurisdiction or
                  other legal or regulatory restraint provision limiting or
                  restricting Acquiror's conduct or operation of the business of
                  Target and its subsidiaries, following the Merger shall be in
                  effect, nor shall any proceeding brought by an administrative
                  agency or commission or other Governmental Entity, domestic or
                  foreign, seeking the foregoing be pending.

         (e)      Legal Opinion. Acquiror shall have received a legal opinion
                  from Target's legal counsel, in substantially the form
                  attached hereto as Exhibit D.

         (f)      No Material Adverse Changes. There shall not have occurred any
                  material adverse change in the condition (financial or
                  otherwise), properties, assets (including intangible assets),
                  liabilities, business, operations, results of operations or
                  prospects of Target.


                                      A-44
<PAGE>


         (g)      FIRPTA Certificate. Target shall, prior to the Closing Date,
                  provide Acquiror with a properly executed FIRPTA Notification
                  Letter, substantially in the form of Exhibit E.

         (h)      Resignation of Directors. The directors of Target in office
                  immediately prior to the Effective Time shall have resigned as
                  directors of Target effective as of the Effective Time.

         (i)      Proprietary Information and Inventions Agreements. All of the
                  employees of Target shall have entered into a Proprietary
                  Information and Inventions Agreements in a form reasonably
                  acceptable to Acquiror.

         (j)      Tax Free Transaction. The Merger shall qualify as a "tax free
                  transaction" in accordance with Section 368 of the Code, as
                  amended, and the Treasury Regulations thereunder.

         (k)      Employee Benefits Plans. Target shall terminate its Employee
                  Benefits Plans set forth on Schedule 2.15 effective as of a
                  date prior to the Closing and shall take all necessary steps
                  to effect such termination following the Closing, in
                  compliance with the requirements of ERISA.

         (l)      Zernov Employment Agreement. Jeff Zernov shall have entered
                  into an Employment Agreement in a form mutually acceptable to
                  Acquiror and Jeff Zernov.













                                      A-45
<PAGE>


         (m)      Technology Assignment Agreement. All current and former
                  employees and consultants of Target shall have assigned all
                  right, title and interest in and to any Target Intellectual
                  Property to Target.

         (n)      Delivery of Certain Documents. At the Closing, Target shall
                  have delivered to Acquiror all of the following:

                  (i)      Copies of all third party and governmental consents
                           and approvals referenced in Sections 6.1(c) and
                           6.3(c) above;

                  (ii)     Target's minute books, stock transfer records,
                           corporate seal and other materials relating to
                           Target's corporate administration;

                  (iii)    A copy of the Articles of Incorporation of Target,
                           certified by the Secretary of State of the State of
                           Minnesota, and a Certificate of Good Standing from
                           the Secretary of State of the State of Minnesota
                           evidencing the good standing of Target, each dated as
                           of a recent date; and

                  (iv)     Such other certificates, documents and instruments as
                           Acquiror reasonably requests relating to the
                           transactions contemplated hereby.

         (o)      Release of Security Interests. Target shall have obtained
                  UCC-3 Releases or similar termination statements with respect
                  to all security interests set forth on Schedule 6.3(o).

         (p)      Shareholder Approval. This Agreement and the Merger shall have
                  been approved and adopted by the holders of at least 98% of
                  the shares of Target Common Stock outstanding as of the record
                  date set for the Target Shareholders Meeting or solicitation
                  of shareholder consents.

         (q)      Escrow Agreement. Acquiror shall have received an copy duly
                  executed by Escrow Agent, Target and the Signing Stockholders
                  of the Escrow Agrement substantially in the form attached as
                  Exhibit F hereto.



                                      A-46
<PAGE>


                                    ARTICLE 7

                   TERMINATION, EXPENSES, AMENDMENT AND WAIVER
                   -------------------------------------------

7.1      Termination. At any time prior to the Effective Time, whether before or
         after approval of the matters presented in connection with the Merger
         by the shareholders of Target, this Agreement may be terminated:

         (a)      by mutual written consent duly authorized by the Board of
                  Directors of Acquiror and Target;

         (b)      By either Acquiror or Target, if the Closing shall not have
                  occurred on or before December 31, 2004 (provided, a later
                  date may be agreed upon in writing by the parties hereto, and
                  provided further that the right to terminate this Agreement
                  under this Section 7.1(b) shall not be available to any party
                  whose action or failure to act has been the cause or resulted
                  in the failure of the Merger to occur on or before such date
                  and such action or failure to act constitutes a breach of this
                  Agreement);

         (c)      by Acquiror, if (i) Target shall breach any representation,
                  warranty, obligation or agreement hereunder and such breach
                  shall not have been cured within five (5) days following
                  receipt by Target by written notice from Acquiror of such
                  breach, provided that the right to terminate this Agreement by
                  Acquiror under this Section 7.1(c) shall not be available to
                  Acquiror where Acquiror is at that time in material breach of
                  this Agreement, or (ii) the Board of Directors of Target shall
                  have withdrawn or modified its recommendation of this
                  Agreement or the Merger in a manner adverse to Acquiror or
                  shall have resolved to do any of the foregoing;

         (d)      by Target, if (i) Acquiror shall breach any representation,
                  warranty, obligation or agreement hereunder and such breach
                  shall not have been cured within five (5) days following
                  receipt by Acquiror of written notice from Target of such
                  breach, provided that the right to terminate this Agreement by
                  Target under this Section 7.1(d) shall not be available to
                  Target where Target is at that time in material breach of this
                  Agreement, or (ii) the Board of Directors of Acquiror shall
                  have withdrawn or modified its recommendation of this
                  Agreement or the Merger in a manner adverse to Target or shall
                  have resolved to do any of the foregoing;


                                      A-47
<PAGE>


         (e)      by Acquiror if any permanent injunction or other order of a
                  court or other competent authority preventing the consummation
                  of the Merger shall have become final and nonappealable;

         (f)      by Target if any permanent injunction or other order of a
                  court or other competent authority preventing the consummation
                  of the Merger shall have become final and nonappealable; or

         (g)      by Acquiror, if Acquiror enters into a definitive agreement
                  for a superior proposal as described in Section 5.1(b) and has
                  otherwise complied with all provisions of Section 5.1(b),
                  provided, however, that Acquiror shall pay to Target, within
                  30 days of such termination by Acquiror, a termination fee of
                  $125,000 and shall reimburse Target for reasonably incurred
                  expenses (including without limitation attorneys' fees and
                  accounting fees) up to a maximum of $100,000.

7.2      Effect of Termination. In the event of termination of this Agreement as
         provided in Section 7.1, this Agreement shall forthwith become null and
         void and there shall be no liability or obligation on the part of any
         of the Signing Stockholders, or Acquiror or Target or their respective
         officers, directors, shareholders or affiliates, except to the extent
         that such termination results from the breach by such party of any of
         its representations, warranties or covenants set forth in this
         Agreement; provided that, the provisions of Section 5.4
         (Confidentiality), Section 7.3 (Expenses and Termination Fees) and this
         Section 7.2 shall remain in full force and effect and survive any
         termination of this Agreement, and except that if either Party commits
         a breach of this Agreement prior to such termination, the other Party
         will be entitled to the remedy of specific performance in addition to
         any and all other available legal or equitable remedies (including,
         without limitation, damages).

7.3      Expenses and Termination Fees. Whether or not the Merger is
         consummated, all costs and expenses incurred in connection with this
         Agreement and the transactions contemplated hereby (including, without
         limitation, the fees and expenses of its advisers, accountants and
         legal counsel) shall be paid by the party incurring such expense. If
         Target has paid or pays any such fees and/or expenses incurred by the
         Signing Stockholders, then the Signing Stockholders shall reimburse
         Target or the Surviving Corporation for the amounts so paid; PROVIDED,
         HOWEVER, that such payment shall, if not promptly paid by the Signing
         Stockholders, be subject to recovery from the Escrow Shares in
         accordance with the provisions of


                                      A-48
<PAGE>


         Article 8 hereof. If the Surviving Corporation receives any invoices
         for amounts incurred by the Signing Stockholders and the Closing has
         occurred, the Surviving Corporation may pay such fees, and the Signing
         Stockholders shall reimburse the Surviving Corporation for the amounts
         so paid; PROVIDED, HOWEVER, that such payment shall, if not promptly
         reimbursed by the Signing Stockholders, be subject to recovery from the
         Escrow Shares in accordance with the provisions of Article 8 hereof.

7.4      Amendment. This Agreement may be amended at any time prior to the
         Effective Date upon the written consent of each of the parties hereto;
         provided that an amendment made subsequent to adoption of the Agreement
         by the shareholders of Target shall not (i) alter or change the amount
         or kind of consideration to be received on conversion of the Target
         Common Stock, (ii) alter or change any term of the Articles of
         Incorporation of the Surviving Corporation to be effected by the
         Merger, or (iii) alter or change any of the terms and conditions of the
         Agreement if such alteration or change would adversely affect the
         holders of Target Common Stock.

7.5      Extension; Waiver. At any time prior to the Effective Time any party
         hereto may, to the extent legally allowed, (i) extend the time for the
         performance of any of the obligations or other acts of the other
         parties hereto, (ii) waive any inaccuracies in the representations and
         warranties made to such party contained herein or in any document
         delivered pursuant hereto and (iii) waive compliance with any of the
         agreements or conditions for the benefit of such party contained
         herein. Any agreement on the part of a party hereto to any such
         extension or waiver shall be valid only if set forth in an instrument
         in writing signed on behalf of such party.

                                    ARTICLE 8

                                 INDEMNIFICATION
                                 ---------------

8.1      Time Limitations. A claim for indemnification pursuant to Section
         8.3(b) must be made in writing to the Stockholders' Representative on
         or before the third anniversary of the Closing Date, other than with
         respect to claims based on a breach of the representations and
         warranties set forth in Sections 2.13 and 2.14, which must be made in
         writing to the Stockholders' Representative within 30 days after the
         expiration of the applicable statute of limitations relating to the
         matters covered by such representations and warranties. A claim for
         indemnification pursuant to Section 8.4(b) must be made in writing to
         Acquiror on or before the on or before the third anniversary of the
         Closing Date, other than with respect to claims based on a breach of


                                      A-49
<PAGE>


         the representations and warranties set forth in Sections 3.14 and 3.15,
         which must be made in writing to the Acquiror within 30 days after the
         expiration of the applicable statute of limitations relating to the
         matters covered by such representations and warranties. Notwithstanding
         the foregoing or any other provision to the contrary contained herein,
         there will be no time limitation regarding claims (a) based on a breach
         of the representations and warranties set forth in Sections 2.3, 2.11,
         3.3 and 3.12 or (b) for indemnification brought pursuant to Sections
         8.3(a) or 8.4(a).

8.2      Amount Limitations. No indemnification claim may be asserted by either
         Party pursuant to Sections 8.3 or 8.4 until such Party has suffered
         Losses (as defined below) in excess of $75,000 (after which point such
         Party will only be entitled to indemnification from and against such
         further Losses). Each Party's obligation to indemnify the other
         pursuant to Sections 8.3 or 8.4 will be limited to, and capped at an
         amount equal to the Purchase Price (after which point such Party will
         have no obligation to indemnify from and against any further Losses).
         The Parties will make appropriate adjustments for actual Tax benefits
         and for proceeds actually received pursuant to insurance and
         third-party indemnification in determining Losses for purposes of this
         Article 8.

8.3      Indemnification by Signing Stockholders. Notwithstanding any
         investigation conducted before or after the Closing Date, and
         notwithstanding any actual or implied knowledge or notice of any facts
         or circumstances which Acquiror may have as a result of such
         investigation or otherwise, and subject to the limitations provided in
         Sections 8.1 and 8.2, the Signing Stockholders, jointly and severally,
         will indemnify, defend and hold harmless Acquiror and the Surviving
         Corporation (and each of their former, present and future officers,
         directors, employees, agents, shareholders, members, contractors,
         subcontractors, licensees, invitees, attorneys and all of their heirs
         and representatives), and each of their successors and assigns from and
         against all actions, suits, proceedings, hearings, investigations,
         charges, complaints, claims, demands, injunctions, judgments, orders,
         decrees, rulings, damages, dues, penalties, fines, costs, reasonable
         amounts paid in settlement, liabilities, Taxes, Security Interests,
         losses, expenses and fees, including all litigation costs and
         reasonable attorneys' fees and expenses ("Losses") (excluding
         incidental and consequential damages) caused by or arising out of:


                                      A-50
<PAGE>


         (a)      Any breach or default in the performance by any of Target or
                  Signing Stockholders of any covenant or agreement of any of
                  Target or Signing Stockholders contained in this Agreement; or

         (b)      Any breach of any warranty or representation made by any of
                  Target or Signing Stockholders herein or in any schedule or
                  exhibit hereto, or in any certificate or other instrument
                  delivered by or on behalf of any of Target or Signing
                  Stockholders pursuant hereto.

         Acquiror shall recoup all of its Losses first from the Escrow Fund and
         then directly from the Signing Stockholders.

8.4      Indemnification by Acquiror. Notwithstanding any investigation
         conducted before or after the Closing Date, and notwithstanding any
         actual or implied knowledge or notice of any facts or circumstances
         which Acquiror may have as a result of such investigation or otherwise,
         and subject to the limitations provided in Sections 8.1 and 8.2,
         Acquiror will indemnify and hold harmless all Target Shareholders
         immediately prior to Closing (and all of their heirs and
         representatives), but not including the Dissenting Shareholders, from
         and against any Losses (excluding incidental and consequential damages)
         caused by or arising out of:

         (a)      Any breach or default in the performance by Acquiror of any
                  covenant or agreement of Acquiror contained in this Agreement;
                  or

         (b)      Any breach of warranty or representation made by Acquiror
                  herein or in any schedule or exhibit hereto, or in any
                  certificate or other instrument delivered by or on behalf of
                  Acquiror pursuant hereto.

8.5      Matters Involving Third Parties.

         (a)      If any third party notifies any Party (the "Indemnified
                  Party") with respect to any matter (a "Third Party Claim")
                  that may give rise to a claim for indemnification against any
                  other Party (the "Indemnifying Party") under this Article 8,
                  then the Indemnified Party will promptly notify each
                  Indemnifying Party in writing. Delay on the part of the
                  Indemnified Party in notifying any Indemnifying Party will not
                  relieve the Indemnifying Party from their obligation unless
                  (and then solely to the extent) the Indemnifying Party is
                  prejudiced.


                                      A-51
<PAGE>


         (b)      Any Indemnifying Party will have the right to defend the
                  Indemnified Party against the Third Party Claim with counsel
                  of its choice reasonably satisfactory to the Indemnified Party
                  so long as (i) the Indemnifying Party notifies the Indemnified
                  Party in writing within 15 days after the Indemnified Party
                  has given notice of the Third Party Claim that the
                  Indemnifying Party will indemnify the Indemnified Party from
                  and against the entirety of any Losses the Indemnified Party
                  may suffer resulting from, arising out of, relating to, in the
                  nature of or caused by the Third Party Claim, (ii) the
                  Indemnifying Party provides the Indemnified Party with
                  evidence reasonably acceptable to the Indemnified Party that
                  the Indemnifying Party will have the financial resources to
                  defend against the Third Party Claim and fulfill its
                  indemnification obligations, (iii) the Third Party Claim
                  involves only money damages and does not seek an injunction or
                  other equitable relief, (iv) settlement of, or an adverse
                  judgment with respect to, the Third Party Claim is not, in the
                  good faith judgment of the Indemnified Party, likely to
                  establish a precedential custom or practice materially adverse
                  to the continuing business interests of the Indemnified Party,
                  and (v) the Indemnifying Party conducts the defense of the
                  Third Party Claim actively and diligently.

         (c)      So long as the Indemnifying Party is conducting the defense of
                  the Third Party Claim in accordance with Section 8.5(b), (i)
                  the Indemnified Party may retain separate co-counsel at its
                  sole cost and expense and participate in the defense of the
                  Third Party Claim, (ii) the Indemnified Party will not consent
                  to the entry of any judgment or enter into any settlement with
                  respect to the Third Party Claim without the prior written
                  consent of the Indemnifying Party (not to be withheld
                  unreasonably), and (iii) the Indemnifying Party will not
                  consent to the entry of any judgment or enter into any
                  settlement with respect to the Third Party Claim without the
                  prior written consent of the Indemnified Party (not to be
                  withheld unreasonably).

         (d)      If any of the conditions in Section 8.5(b) is not or is no
                  longer satisfied, (i) the Indemnified Party may defend
                  against, and consent to the entry of any judgment or enter
                  into any settlement with respect to, the Third Party Claim in
                  any manner it reasonably may deem appropriate (and the
                  Indemnified Party need


                                      A-52
<PAGE>


                  not consult with, or obtain any consent from, any Indemnifying
                  Party), (ii) the Indemnifying Parties will reimburse the
                  Indemnified Party promptly and periodically for the costs of
                  defending against the Third Party Claim (including reasonable
                  attorneys' fees and expenses), and (iii) the Indemnifying
                  Parties will remain responsible for any Adverse Consequences
                  the Indemnified Party may suffer resulting from, arising out
                  of, relating to, in the nature of, or caused by the Third
                  Party Claim to the fullest extent provided in this Article 8.

8.6      Escrow Fund. As security for the indemnity provided for in Section 8.3,
         10% of the Total Acquiror Shares issuable pursuant to Section 1.6(a)
         shall be deposited by Acquiror in an escrow account with a mutually
         acceptable person or institution as Escrow Agent (the "Escrow Agent"),
         as of the Closing Date, such deposit to constitute an escrow fund (the
         "Escrow Fund") to be governed by the terms set forth in this Agreement
         and the provisions of an Escrow Agreement to be entered into between
         the Escrow Agent and the Parties, provided, that the term of the Escrow
         Agreement shall be for a period of 24 months following the Closing
         Date. The Escrow Fund shall be allocated among the former Target
         Shareholders on a pro-rata basis in accordance with the number of
         shares of Target Common Stock held by the former Target Shareholders at
         the Effective Time (excluding for purposes of this calculation any
         Dissenting Shares). Upon compliance with the terms hereof and subject
         to the provisions of this Article 8, Acquiror and the Surviving
         Corporation shall be entitled to obtain indemnity from the Escrow Fund
         for Losses covered by the indemnity provided for in Section 8.3.

8.7      Exclusive Remedy. In the absence of fraud the right of the Parties to
         assert indemnification claims and receive indemnity payments under this
         Agreement is the sole and exclusive right and remedy exercisable by the
         Parties with respect to any Losses arising out of any breach by any
         Party of any representation, warranty, covenant or agreement of such
         Party set forth in this Agreement or otherwise relating to this
         Agreement and the contemplated transactions. No Party will have any
         other remedy (statutory, equitable, common law or otherwise) against
         any other Party with respect to such matters, and all such other
         remedies are hereby waived. Without limiting the foregoing, each of the
         Parties acknowledges and agrees that it will not have any remedy after
         the Closing for any breach of any representation, warranty, covenant or
         agreement set forth in


                                      A-53
<PAGE>


         this Agreement, except as expressly provided in this Article 8.

8.8      Stockholders' Representative.

         (a)      Jeff Zernov shall be constituted and appointed as agent
                  ("Stockholders' Representative") for and on behalf of the
                  Target shareholders to give and receive notices and
                  communications, to authorize delivery to Acquiror of the
                  Acquiror Common Stock or other property from the Escrow Fund
                  in satisfaction of claims by Acquiror, to object to such
                  deliveries, to agree to, negotiate, enter into settlements and
                  compromises of, and demand arbitration and comply with orders
                  of courts and awards of arbitrators with respect to such
                  claims, and to take all actions necessary or appropriate in
                  the judgment of the Stockholders' Representative for the
                  accomplishment of the foregoing. Such agency may be changed by
                  the holders of a majority in interest of the Escrow Fund from
                  time to time upon not less than 10 days' prior written notice
                  to Acquiror. The Stockholders' Representative may resign upon
                  30 days notice to the parties to this Agreement and the former
                  Target Shareholders. No bond shall be required of the
                  Stockholders' Representative, and the Stockholders'
                  Representative shall receive no compensation for his services.
                  Notices or communications to or from the Stockholders'
                  Representative shall constitute notice to or from each of the
                  Target shareholders. If Jeff Zernov is unable to serve as
                  Stockholders' Representative then, subject to the terms and
                  conditions of this Agreement, Tony Capra shall serve as
                  Stockholders' Representative. If Tony Capra is unable to serve
                  as Stockholders' Representative, then, subject to the terms
                  and conditions of this Agreement, Dean Capra shall serve as
                  Stockholders' Representative.

         (b)      The Stockholders' Representative shall not be liable for any
                  act done or omitted hereunder as Stockholders' Representative
                  while acting in good faith and in the exercise of reasonable
                  judgment, and any act done or omitted pursuant to the advice
                  of counsel shall be conclusive evidence of such good faith.
                  The Target shareholders shall severally indemnify the
                  Stockholders' Representative and hold him harmless against any
                  loss, liability or expense incurred without gross negligence
                  or bad faith on the part of the Stockholders' Representative
                  and arising


                                      A-54
<PAGE>


                  out of or in connection with the acceptance or administration
                  of his duties hereunder.

         (c)      The Stockholders' Representative shall have reasonable access
                  to information about Target and the reasonable assistance of
                  Target's officers and employees for purposes of performing its
                  duties and exercising its rights hereunder, provided that the
                  Stockholders' Representative shall treat confidentially and
                  not disclose any nonpublic information from or about Target to
                  anyone (except on a need to know basis to individuals who
                  agree to treat such information confidentially).

         (d)      Each of the Target shareholders hereby irrevocably appoints
                  the Stockholders' Representative as his, her or its true and
                  lawful attorney-in-fact and proxy, with full power of
                  substitution for and in his name, to vote and otherwise act
                  with respect to all of his, hers or its shares of capital
                  stock of the Acquiror held in the Escrow Fund, at any meetings
                  of stockholders of the Acquiror (or by written action in lieu
                  thereof) and at any other time such shares are required to or
                  may be voted or acted upon.

         (e)      It is understood and agreed that the appointment and proxy
                  granted by the each shareholder in Section 8.8(d) above is
                  irrevocable and is coupled with an interest within the meaning
                  of Minn. Stat. ss. 302A.449. The proxy granted in Section
                  8.8(d) above will not terminate by operation of law, or by
                  death, bankruptcy or adjudication of incompetence or insanity
                  of any Target shareholder or the occurrence of any other event
                  except upon the distribution of such shares to the Target
                  shareholders and then only with respect to such shares
                  distributed. All shares remaining in the Escrow Fund shall
                  remain subject to the proxy granted in Section 8.8(d) above.

8.9      Actions of the Stockholders' Representative. A decision, act, consent
         or instruction of the Stockholders' Representative shall constitute a
         decision of all Target shareholders for whom shares of Acquiror Common
         Stock otherwise issuable to them are deposited in the Escrow Fund and
         shall be final, binding and conclusive upon each such Target
         shareholder, and the Escrow Agent and Acquiror may rely upon any
         decision, act, consent or instruction of the Stockholders'
         Representative as being the decision, act, consent or instruction of
         each and every such Target


                                      A-55
<PAGE>


         shareholder. The Escrow Agent and Acquiror are hereby relieved from any
         liability to any person for any acts done by them in accordance with
         such decision, act, consent or instruction of the Stockholders'
         Representative.













































                                      A-56
<PAGE>


                                    ARTICLE 9

                               GENERAL PROVISIONS
                               ------------------

9.1      Notices. Any notice, offer, request, demand, claim or other
         communication provided for by this Agreement must be in writing and
         will be deemed given or delivered when delivered by hand, transmitted
         by facsimile or three days after the day when deposited in the United
         States mail, certified or registered, return receipt requested, postage
         prepaid and properly addressed to the intended recipient as set forth
         below:

         if to Acquiror or Merger Sub, to:

         Photo Control Corporation
         4800 Quebec Avenue North
         Minneapolis, MN 55428
         Attention:     President
         Facsimile No.: (650) 812-6246

         with a copy to:

         Gray Plant Mooty
         500 IDS Center
         80 South Eighth Street
         Minneapolis, MN 55402
         Attention:     J.C. Anderson
         Facsimile No.: (612) 632-4002

         if to Target or Stockholders' Representative, to:

         Nature Vision, Inc.
         213 4th Street NW
         Brainerd, MN 54601
         Attention:     Jeff Zernov
         Facsimile No.: (218) 825-0721

         with a copy to:

         Willeke & Daniels
         201 Ridgewood Avenue
         Minneapolis, MN 55403
         Attention:     Donald C. Willeke
         Facsimile No.: (612) 870-0689

         Any Party may send any notice, request, demand, claim or other
         communication to the intended recipient at the address set forth above
         using any other means, but no such notice, request, demand, claim or
         other communication will be deemed


                                      A-57
<PAGE>


         to have been duly given unless and until it actually is received by the
         intended recipient.

9.2      Interpretation. When a reference is made in this Agreement to Exhibits,
         such reference shall be to an Exhibit to this Agreement unless
         otherwise indicated. The words "include," "includes" and "including"
         when used herein shall be deemed in each case to be followed by the
         words "without limitation." In this Agreement, any reference to any
         event, change, condition or effect being "material" with respect to any
         entity or group of entities means any material event, change, condition
         or effect related to the condition (financial or otherwise),
         properties, assets (including intangible assets), liabilities,
         business, operations or results of operations of such entity or group
         of entities. In this Agreement, any reference to a "Material Adverse
         Effect" with respect to any entity or group of entities means any
         event, change or effect that is materially adverse to the condition
         (financial or otherwise), properties, assets (including intangible
         assets), liabilities, business, operations or results of operations of
         such entity and its subsidiaries, taken as a whole. In this Agreement,
         any reference to a party's "knowledge" means such party's actual
         knowledge after due and diligent inquiry of officers, directors and
         other employees of such party and its subsidiaries reasonably believed
         to have knowledge of such matters. The table of contents and headings
         contained in this Agreement are for reference purposes only and shall
         not affect in any way the meaning or interpretation of this Agreement.

9.3      Counterparts. This Agreement may be executed by facsimile and in one or
         more counterparts, each of which will be deemed an original but all of
         which together will constitute one and the same instrument.

9.4      Entire Agreement; No Third Party Beneficiaries. This Agreement, the
         other Transaction Documents and the documents and instruments and other
         agreements specifically referred to herein or delivered pursuant
         hereto, including the Exhibits, the Schedules, including the Target
         Disclosure Schedule and the Acquiror Disclosure Schedule (a) constitute
         the entire agreement among the parties with respect to the subject
         matter hereof and supersede all prior agreements and understandings,
         both written and oral, among the parties with respect to the subject
         matter hereof; (b) are not intended to confer upon any other person any
         rights or remedies hereunder, except for the rights of the Target
         Shareholders and optionholders to receive the consideration set forth
         in Article 1 of this Agreement.

9.5      Severability. In the event that any provision of this Agreement, or the
         application thereof, becomes or is declared by a court of competent
         jurisdiction to be illegal,


                                      A-58
<PAGE>


         void or unenforceable, the remainder of this Agreement will continue in
         full force and effect and the application of such provision to other
         persons or circumstances will be interpreted so as reasonably to effect
         the intent of the parties hereto. The parties further agree to replace
         such void or unenforceable provision of this Agreement with a valid and
         enforceable provision that will achieve, to the extent possible, the
         economic, business and other purposes of such void or unenforceable
         provision.

9.6      Remedies Cumulative. Except as otherwise provided herein, any and all
         remedies herein expressly conferred upon a party will be deemed
         cumulative with and not exclusive of any other remedy conferred hereby,
         or by law or equity upon such party, and the exercise by a party of any
         one remedy will not preclude the exercise of any other remedy.

9.7      Governing Law. This Agreement will be governed by and construed in
         accordance with the domestic laws of the State of Minnesota without
         giving effect to any choice or conflict of law provision or rule. Each
         of the Parties submits to the jurisdiction of any state or federal
         court sitting in Hennepin County, Minnesota, in any action or
         proceeding arising out of or relating to this Agreement and agrees that
         all claims in respect of the action or proceeding may be heard and
         determined there. Each Party also agrees not to bring any action or
         proceeding arising out of or relating to this Agreement in any other
         court. Each of the Parties waives any defense of inconvenient forum to
         the maintenance of any action or proceeding so brought and waives any
         bond, surety or other security that might be required of any other
         Party. Each Party agrees that a final judgment in any action or
         proceeding so brought will be conclusive and may be enforced by suit on
         the judgment or in any other manner provided by law or in equity.

9.8      Assignment. Neither this Agreement nor any of the rights, interests or
         obligations hereunder shall be assigned by any of the parties hereto
         (whether by operation of law or otherwise) without the prior written
         consent of the other parties. Subject to the preceding sentence, this
         Agreement will be binding upon, inure to the benefit of and be
         enforceable by the parties and their respective successors and
         permitted assigns.









                                      A-59
<PAGE>


9.9      Rules of Construction. The parties hereto agree that they have been
         represented by counsel during the negotiation, preparation and
         execution of this Agreement and, therefore, waive the application of
         any law, regulation, holding or rule of construction providing that
         ambiguities in an agreement or other document will be construed against
         the party drafting such agreement or document.
9.10     Amendments and Waivers. No amendment of any provision of this Agreement
         will be valid unless the same is in writing and signed by the Parties.
         No waiver by any Party of any default, misrepresentation or breach of
         warranty or covenant under this Agreement, whether intentional or not,
         will be deemed to extend to any prior or subsequent default,
         misrepresentation or breach of warranty or covenant under this
         Agreement.























                                      A-60
<PAGE>


         IN WITNESS WHEREOF, Target, Acquiror and Merger Sub have caused this
Agreement to be executed and delivered by their respective officers thereunto
duly authorized and the Stockholders' Representative and the Signing
Stockholders have executed this Agreement, all as of the date first written
above.

 "ACQUIROR":

PHOTO CONTROL CORPORATION                   "STOCKHOLDERS' REPRESENTATIVE"

s/s: Curtis Jackels                         s/s: Jeff Zernov
     -----------------------------               ------------------------------

By:                                         By:
     -----------------------------               ------------------------------
     Its: President
          ---------                         "SIGNING STOCKHOLDERS"

"MERGER SUB"                                s/s: Dean Capra
                                                 ------------------------------

PC ACQUISITION, INC.:                       By:
                                                 ------------------------------

s/s: Curtis Jackels                         s/s: Tony Capra
     -----------------------------               ------------------------------

By:                                         By:
     -----------------------------               ------------------------------
     Its: President
          ---------

"TARGET":

NATURE VISION, INC.

s/s: Jeff Zernov
     -----------------------------

By:
     -----------------------------
     Its: President
          ---------











                                      A-61
<PAGE>


                                                                         ANNEX B


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                               NATURE VISION, INC.

         The following Amended and Restated Articles of Incorporation supersede
the previous Articles of Incorporation and shall be the current Articles of
Incorporation of the corporation:

                                    ARTICLE I

                                      NAME

         The name of this corporation shall be Nature Vision, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

         The location and address of this corporation's registered office in
this state shall be 4800 Quebec Avenue North, Minneapolis, Minnesota 55428.

                                   ARTICLE III

                               AUTHORIZED CAPITAL

         The total authorized number of shares of this corporation is Fifty
Million (50,000,000) shares. All common stock shall have the par value of eight
cents ($.08) per share. The Board of Directors has the authority to establish
more than one class or series of shares and to fix the relative rights and
preferences of any such different class or series.

                                   ARTICLE IV

                          CUMULATIVE VOTING PROHIBITION

         Shareholders shall have no rights of cumulative voting.

                                    ARTICLE V

                          PREEMPTIVE RIGHTS PROHIBITION

         Shareholders shall have no rights, preemptive or otherwise, under
Minnesota Statutes, Section 302A.413 (or similar provisions of future law) to
acquire any part of any unissued shares or other securities of this corporation
or any rights to purchase shares or other securities of this corporation before
the corporation may offer them to other persons.

                                   ARTICLE VI

                        LIMITATION OF DIRECTOR LIABILITY

         A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a


                                      B-1
<PAGE>


knowing violation of law; (iii) liability based on the payment of an improper
dividend or an improper repurchase of the corporation's stock under Minnesota
Statutes, Section 302A.559 or on the sale of unregistered securities or
securities fraud under Minnesota Statutes, Section 80A.23; or (iv) liability for
any transaction from which the director derived an improper personal benefit. If
Minnesota Statutes, Chapter 302A hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by Minnesota
Statutes, Chapter 302A, as amended. Any repeal or modification of this Article
by the shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.

                                   ARTICLE VII

                      DIRECTORS' ACTION BY WRITTEN CONSENT

         Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken by written action signed by all of the directors then
in office, unless the action is one which need not be approved by the
shareholders, in which case such action shall be effective if signed by the
number of directors that would be required to take the same action at a meeting
at which all directors were present.

                                  ARTICLE VIII

                              SHARE ACQUISITION ACT

         The provisions of Minnesota Statutes, Section 302A.671 (or similar
provisions of future law) shall not apply to this corporation.

                                   ARTICLE IX

                                   AMENDMENTS

         The provisions of Articles IX and XI and the provisions of Sections 3.2
and 3.11 of the corporation's bylaws may not be repealed or amended in any
respect except by the affirmative vote of the holders of not less than
two-thirds of the outstanding shares of Voting Stock (unless the proposed repeal
or amendment has been expressly approved by a majority of all members of the
Board of Directors in which case such a repeal or amendment shall be approved by
the holders of a majority of the Voting Stock). The term "Voting Stock" shall
mean all outstanding shares of capital stock of the corporation entitled to vote
pursuant to the Minnesota Business Corporation Act.

                                    ARTICLE X

                         APPROVAL OF CERTAIN AMENDMENTS

         10.1) Unless a greater vote is required pursuant to Section 10.2 of
this Article, the affirmative vote of the holders at least a majority of the
total voting power of all shareholders authorized under these Articles to vote
is required to authorize the corporation to merge or


                                      B-2
<PAGE>


consolidate into or with another corporation or to sell, lease, exchange or
otherwise dispose of all or substantially all of its property and assets.

         10.2) Notwithstanding any vote required pursuant to Section 10.1 of
this Article or any other provision of these Articles of Incorporation or any
state law, the affirmative vote of the holders of not less than two-thirds of
the voting power of the outstanding "voting shares" (as hereinafter defined) of
the corporation shall be required for the approval or authorization of (i) any
merger or consolidation of the corporation or a "Subsidiary" (as hereinafter
defined) with or into any business entity; (ii) any exchange of shares of the
corporation or a Subsidiary for shares of any business entity which, in the
absence of this Article, would have required the affirmative vote of at least a
majority of the voting power of the outstanding shares of the corporation
entitled to vote or the vote of the corporation in its capacity as a shareholder
of the Subsidiary; (iii) any sale, lease, exchange, transfer or other
disposition (in one transaction or a series of transactions) including, without
limitation, a mortgage or any other security device, of all or any "Substantial
Part" (as hereinafter defined) of the assets either of the corporation or of a
Subsidiary to or with any business entity; (iv) any sale, lease, transfer, or
other disposition (in one transaction or a series of transactions) of all or any
Substantial Part of the assets of a business entity to the corporation or a
Subsidiary; (v) the issuance, sale, transfer or other disposition to any
business entity of any securities of the corporation (except pursuant to stock
dividends, stock splits, or similar trans actions which would not have the
effect of increasing the proportionate voting power of that business entity) or
of a Subsidiary (except pursuant to a pro rata distribution to all holders of
common stock of the corporation); (vi) any recapitalization or reclassification
that would have the effect of increasing the proportionate voting power of any
business entity holding the common stock of the corporation; and (vii) any
agreement, contract, arrangement or understanding providing for any of the
aforementioned transactions; provided, however, that such two-thirds voting
requirement shall not be applicable if the "Continuing Directors" (as
hereinafter defined) by a majority vote have expressly approved the transaction.

         10.3) For the purposes of this Article:

                  a) The term "Substantial Part" shall mean 30% or more of the
         fair market value of the total assets of the person or entity in
         question as reflected on the most recent balance sheet of such person
         or entity existing at the time the shareholders of the corporation
         would be required to approve or authorize the transaction involving the
         assets constituting any such Substantial Part.

                  b) The term "Continuing Director" at any particular point in
         time shall mean a person then serving the Company as a director
         eligible to vote with respect to the transaction proposed, which
         director (i) was a member of the Board of Directors of the corporation
         on the date this Section 10.3 is first approved by the shareholders as
         an amendment to the Articles of Incorporation of the corporation; or
         (ii) first became a director of the corporation at a date when no
         shareholder of the corporation was a "beneficial owner" of 15% or more
         of the outstanding voting shares of the corporation; or (iii) was
         elected or nominated for election by the corporation's shareholders
         with approval by a vote of the majority of the Continuing Directors;
         provided, however, that in no event shall a person be deemed to be a
         Continuing Director if such person is affiliated with a business entity
         (other than the Company) involved in the transaction in question.


                                      B-3
<PAGE>


         For purposes of this provision, "beneficial' ownership" shall be
         defined in accordance with Rule l3d-3 of the General Rules and
         Regulations under the Securities Exchange Act of 1934; in addition, for
         purposes of this provision, shareholders shall be deemed to
         beneficially own shares owned directly or indirectly by any "affiliate"
         as that term is defined, by Rule l2b-2 under the Securities Exchange
         Act of 1934, as well as shares which the shareholder or any such
         affiliate has a right to acquire, shares issuable upon the exercise of
         options or rights, or upon conversion of convertible securities held by
         the shareholder or any such affiliate, and shares owned by any other
         person with whom the shareholder or any affiliate of the shareholder
         acts as a partnership, syndicate or other group pursuant to an
         agreement, arrangement or understanding for the purpose of acquiring,
         holding, voting or disposing of shares of capital stock of the
         corporation.

                  c) The term "Subsidiary" shall mean any corporation, a
         majority of the equity securities of any class of which are owned by
         the corporation, by another Subsidiary, or in the aggregate by the
         corporation and one or more of its Subsidiaries.

                  d) The term "voting shares" shall mean shares of capital stock
         of the corporation entitled to vote generally in the election of
         directors, considered for the purposes of this Article as one class.

         10.4) For the purposes of this Article the Continuing Directors by a
majority vote shall have the power to make a good faith determination, on the
basis of information known to them, of all matters with respect to which a
determination is required under this Article.

         10.5) The provisions set forth in this Article, including this Section
10.5, may not be repealed or amended in any respect unless such action is
approved by the affirmative vote of the holders of not less than two-thirds
(2/3) of the voting power of the outstanding voting shares of the corporation.

                                   ARTICLE XI

                              REMOVAL OF DIRECTORS

         Any one or all of the directors of the corporation may be removed at
any time, with or without cause, by the affirmative vote of the holders of not
less than two-thirds of the outstanding shares of Voting Stock (as defined in
Article IX) (unless the proposed removal has been expressly approved by a
majority of all members of the Board of Directors in which case such removal
shall be approved by the holders of a majority of the Voting Stock).





                                      B-4
<PAGE>


                                                                         ANNEX C


302A.471 RIGHTS OF DISSENTING SHAREHOLDERS.

         Subdivision 1. ACTIONS CREATING RIGHTS. A shareholder of a corporation
may dissent from, and obtain payment for the fair value of the shareholder's
shares in the event of, any of the following corporate actions:

         (a) an amendment of the articles that materially and adversely affects
the rights or preferences of the shares of the dissenting shareholder in that
it:

         (1) alters or abolishes a preferential right of the shares;

         (2) creates, alters, or abolishes a right in respect of the redemption
of the shares, including a provision respecting a sinking fund for the
redemption or repurchase of the shares;

         (3) alters or abolishes a preemptive right of the holder of the shares
to acquire shares, securities other than shares, or rights to purchase shares or
securities other than shares;

        (4) excludes or limits the right of a shareholder to vote on a matter,
or to cumulate votes, except as the right may be excluded or limited through the
authorization or issuance of securities of an existing or new class or series
with similar or different voting rights; except that an amendment to the
articles of an issuing public corporation that provides that section 302A.671
does not apply to a control share acquisition does not give rise to the right to
obtain payment under this section;

         (b) a sale, lease, transfer, or other disposition of all or
substantially all of the property and assets of the corporation, but not
including a transaction permitted without shareholder approval in section
302A.661, subdivision 1, or a disposition in dissolution described in section
302A.725, subdivision 2, or a disposition pursuant to an order of a court, or a
disposition for cash on terms requiring that all or substantially all of the net
proceeds of disposition be distributed to the shareholders in accordance with
their respective interests within one year after the date of disposition;

         (c) a plan of merger, whether under this chapter or under chapter 322B,
to which the corporation is a constituent organization, except as provided in
subdivision 3, and except for a plan of merger adopted under section 302A.626;

        (d) a plan of exchange, whether under this chapter or under chapter
322B, to which the corporation is a party as the corporation whose shares will
be acquired by the acquiring corporation, except as provided in subdivision 3;
or

        (e) any other corporate action taken pursuant to a shareholder vote
with respect to which the articles, the bylaws, or a resolution approved by the
board directs that dissenting shareholders may obtain payment for their shares.


                                      C-1
<PAGE>


        Subd. 2. BENEFICIAL OWNERS. (a) A shareholder shall not assert
dissenters' rights as to less than all of the shares registered in the name of
the shareholder, unless the shareholder dissents with respect to all the shares
that are beneficially owned by another person but registered in the name of the
shareholder and discloses the name and address of each beneficial owner on whose
behalf the shareholder dissents. In that event, the rights of the dissenter
shall be determined as if the shares as to which the shareholder has dissented
and the other shares were registered in the names of different shareholders.

         (b) A beneficial owner of shares who is not the shareholder may assert
dissenters' rights with respect to shares held on behalf of the beneficial
owner, and shall be treated as a dissenting shareholder under the terms of this
section and section 302A.473, if the beneficial owner submits to the corporation
at the time of or before the assertion of the rights a written consent of the
shareholder.

         Subd. 3. RIGHTS NOT TO APPLY. (a) Unless the articles, the bylaws, or a
resolution approved by the board otherwise provide, the right to obtain payment
under this section does not apply to a shareholder of (1) the surviving
corporation in a merger with respect to shares of the shareholder that are not
entitled to be voted on the merger and are not canceled or exchanged in the
merger or (2) the corporation whose shares will be acquired by the acquiring
corporation in a plan of exchange with respect to shares of the shareholder that
are not entitled to be voted on the plan of exchange and are not exchanged in
the plan of exchange.

         (b) If a date is fixed according to section 302A.445, subdivision 1,
for the determination of shareholders entitled to receive notice of and to vote
on an action described in subdivision 1, only shareholders as of the date fixed,
and beneficial owners as of the date fixed who hold through shareholders, as
provided in subdivision 2, may exercise dissenters' rights.

         Subd. 4. OTHER RIGHTS. The shareholders of a corporation who have a
right under this section to obtain payment for their shares do not have a right
at law or in equity to have a corporate action described in subdivision 1 set
aside or rescinded, except when the corporate action is fraudulent with regard
to the complaining shareholder or the corporation.

302A.473 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS.

         Subdivision 1. DEFINITIONS. (a) For purposes of this section, the terms
defined in this subdivision have the meanings given them.

         (b) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action referred to in section 302A.471, subdivision 1 or
the successor by merger of that issuer.

         (c) "Fair value of the shares" means the value of the shares of a
corporation immediately before the effective date of the corporate action
referred to in section 302A.471, subdivision 1.

         (d) "Interest" means interest commencing five days after the effective
date of the corporate action referred to in section 302A.471, subdivision 1, up
to and including the date of payment, calculated at the rate provided in section
549.09 for interest on verdicts and judgments.


                                      C-2
<PAGE>


         Subd. 2. NOTICE OF ACTION. If a corporation calls a shareholder meeting
at which any action described in section 302A.471, subdivision 1 is to be voted
upon, the notice of the meeting shall inform each shareholder of the right to
dissent and shall include a copy of section 302A.471 and this section and a
brief description of the procedure to be followed under these sections.

         Subd. 3. NOTICE OF DISSENT. If the proposed action must be approved by
the shareholders, a shareholder who is entitled to dissent under section
302A.471 and who wishes to exercise dissenters' rights must file with the
corporation before the vote on the proposed action a written notice of intent to
demand the fair value of the shares owned by the shareholder and must not vote
the shares in favor of the proposed action.

         Subd. 4. NOTICE OF PROCEDURE; DEPOSIT OF SHARES. (a) After the proposed
action has been approved by the board and, if necessary, the shareholders, the
corporation shall send to all shareholders who have complied with subdivision 3
and to all shareholders entitled to dissent if no shareholder vote was required,
a notice that contains:

         (1) the address to which a demand for payment and certificates of
certificated shares must be sent in order to obtain payment and the date by
which they must be received;

         (2) any restrictions on transfer of uncertificated shares that will
apply after the demand for payment is received;

         (3) a form to be used to certify the date on which the shareholder, or
the beneficial owner on whose behalf the shareholder dissents, acquired the
shares or an interest in them and to demand payment; and

         (4) a copy of section 302A.471 and this section and a brief description
of the procedures to be followed under these sections.

         (b) In order to receive the fair value of the shares, a dissenting
shareholder must demand payment and deposit certificated shares or comply with
any restrictions on transfer of uncertificated shares within 30 days after the
notice required by paragraph (a) was given, but the dissenter retains all other
rights of a shareholder until the proposed action takes effect.

         Subd. 5. PAYMENT; RETURN OF SHARES. (a) After the corporate action
takes effect, or after the corporation receives a valid demand for payment,
whichever is later, the corporation shall remit to each dissenting shareholder
who has complied with subdivisions 3 and 4 the amount the corporation estimates
to be the fair value of the shares, plus interest, accompanied by:

         (1) the corporation's closing balance sheet and statement of income for
a fiscal year ending not more than 16 months before the effective date of the
corporate action, together with the latest available interim financial
statements;


                                      C-3
<PAGE>


         (2) an estimate by the corporation of the fair value of the shares and
a brief description of the method used to reach the estimate; and

         (3) a copy of section 302A.471 and this section, and a brief
description of the procedure to be followed in demanding supplemental payment.

         (b) The corporation may withhold the remittance described in paragraph
(a) from a person who was not a shareholder on the date the action dissented
from was first announced to the public or who is dissenting on behalf of a
person who was not a beneficial owner on that date. If the dissenter has
complied with subdivisions 3 and 4, the corporation shall forward to the
dissenter the materials described in paragraph (a), a statement of the reason
for withholding the remittance, and an offer to pay to the dissenter the amount
listed in the materials if the dissenter agrees to accept that amount in full
satisfaction. The dissenter may decline the offer and demand payment under
subdivision 6. Failure to do so entitles the dissenter only to the amount
offered. If the dissenter makes demand, subdivisions 7 and 8 apply.

         (c) If the corporation fails to remit payment within 60 days of the
deposit of certificates or the imposition of transfer restrictions on
uncertificated shares, it shall return all deposited certificates and cancel all
transfer restrictions. However, the corporation may again give notice under
subdivision 4 and require deposit or restrict transfer at a later time.

         Subd. 6. SUPPLEMENTAL PAYMENT; DEMAND. If a dissenter believes that the
amount remitted under subdivision 5 is less than the fair value of the shares
plus interest, the dissenter may give written notice to the corporation of the
dissenter's own estimate of the fair value of the shares, plus interest, within
30 days after the corporation mails the remittance under subdivision 5, and
demand payment of the difference. Otherwise, a dissenter is entitled only to the
amount remitted by the corporation.

         Subd. 7. PETITION; DETERMINATION. If the corporation receives a demand
under subdivision 6, it shall, within 60 days after receiving the demand, either
pay to the dissenter the amount demanded or agreed to by the dissenter after
discussion with the corporation or file in court a petition requesting that the
court determine the fair value of the shares, plus interest. The petition shall
be filed in the county in which the registered office of the corporation is
located, except that a surviving foreign corporation that receives a demand
relating to the shares of a constituent domestic corporation shall file the
petition in the county in this state in which the last registered office of the
constituent corporation was located. The petition shall name as parties all
dissenters who have demanded payment under subdivision 6 and who have not
reached agreement with the corporation. The corporation shall, after filing the
petition, serve all parties with a summons and copy of the petition under the
rules of civil procedure. Nonresidents of this state may be served by registered
or certified mail or by publication as provided by law. Except as otherwise
provided, the rules of civil procedure apply to this proceeding. The
jurisdiction of the court is plenary and exclusive. The court may appoint
appraisers, with powers and authorities the court deems proper, to receive
evidence on and recommend the amount of the fair value of the shares. The court
shall determine whether the shareholder or shareholders in question have fully
complied with the requirements of this section, and shall determine the fair
value of the shares, taking into account any and all factors the court finds
relevant, computed by


                                      C-4
<PAGE>


any method or combination of methods that the court, in its discretion, sees fit
to use, whether or not used by the corporation or by a dissenter. The fair value
of the shares as determined by the court is binding on all shareholders,
wherever located. A dissenter is entitled to judgment in cash for the amount by
which the fair value of the shares as determined by the court, plus interest,
exceeds the amount, if any, remitted under subdivision 5, but shall not be
liable to the corporation for the amount, if any, by which the amount, if any,
remitted to the dissenter under subdivision 5 exceeds the fair value of the
shares as determined by the court, plus interest.

         Subd. 8. COSTS; FEES; EXPENSES. (a) The court shall determine the costs
and expenses of a proceeding under subdivision 7, including the reasonable
expenses and compensation of any appraisers appointed by the court, and shall
assess those costs and expenses against the corporation, except that the court
may assess part or all of those costs and expenses against a dissenter whose
action in demanding payment under subdivision 6 is found to be arbitrary,
vexatious, or not in good faith.

         (b) If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all fees and expenses of
any experts or attorneys as the court deems equitable. These fees and expenses
may also be assessed against a person who has acted arbitrarily, vexatiously, or
not in good faith in bringing the proceeding, and may be awarded to a party
injured by those actions.

         (c) The court may award, in its discretion, fees and expenses to an
attorney for the dissenters out of the amount awarded to the dissenters, if any.


                                      C-5
<PAGE>


                                     [LOGO]
                              GOLDSMITH-AGIO-HELMS
                           PRIVATE INVESTMENT BANKING


                                                                         ANNEX D


April 14, 2004


CONFIDENTIAL

The Board of Directors
PHOTO CONTROL CORPORATION
4800 Quebec Avenue North
Minneapolis, MN 55428

RE: FAIRNESS OPINION

Members of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of
view, to the existing shareholders as a group, as constituted prior to the
Merger (the "Existing Shareholders"), of Photo Control Corporation, a Minnesota
corporation ("Photo Control" or the "Company"), of the Consideration (defined
below) to be issued or reserved for issuance by Photo Control pursuant to the
terms of the proposed Merger Agreement and Plan of Reorganization (the "Merger
Agreement") to be executed on or about the date hereof by and among the Company,
PC Acquisition, Inc., a wholly owned subsidiary of the Company ("Merger Sub"),
Nature Vision, Inc. ("Nature Vision" or "Target"), and various individual Nature
Vision shareholders ("Signing Stockholders"). All capitalized and undefined
terms used herein have the meanings given to them in the Merger Agreement.

The Merger Agreement provides for, among other things, the issuance (or
reservation for issuance) of 2.2 million shares (the "Consideration") of Photo
Control common stock for conversion of all Nature Vision common stock and Nature
Vision Stock Options issued and outstanding immediately prior to the Effective
Time of the Merger. The Merger Agreement provides for a possible reduction in
the amount of the Consideration in certain events, including Dissenting Shares
occurring, Target's Net Asset Value being less than a specified amount, or the
Company being entitled to indemnification. The Merger Agreement also provides
for indemnification amounts to be paid by the Company in certain events. For
purposes of this opinion, we have assumed that no facts or events exist or will
occur that would result in any upward adjustment to the Consideration or require
any indemnification or other payments or issuances by the Company other than the
Consideration.

As a customary part of its investment banking business, Goldsmith, Agio, Helms
Securities, Inc. is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, private placements, and
valuations for corporate and other purposes. In return for our services in
connection


                                      D-1
<PAGE>


Photo Control Corporation Board of Directors
April 14, 2004


with providing this opinion, the Company will pay us a fee, which fee is not
contingent upon the consummation of the Merger. The Company has also agreed to
indemnify us against certain liabilities in connection with our services and to
reimburse us for our out-of-pocket expenses.

In arriving at our opinion, we have undertaken such reviews, analyses, and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have (i) reviewed the latest draft of the Merger Agreement,
dated August 8, 2004; (ii) reviewed certain financial and other information that
is publicly available relating to the Company and Target; (iii) reviewed certain
internal financial and operating data of the Company that has been made
available to us by the Company; (iv) reviewed certain internal financial and
operating data of Target that has been made available to us by Target; (v)
discussed with senior management of the Company the past and present financial
condition, operating results, business outlook, and prospects of the Company;
(vi) discussed with senior management of Target the past and present financial
condition, operating results, business outlook, and prospects of Target; (vii)
reviewed the Company's historical common stock price trends; (viii) performed a
discounted cash flow analysis of the Company's and Target's projected financial
performance; (ix) reviewed the valuations of publicly traded companies that we
deemed generally comparable to the Company and Target; and (x) reviewed the
financial terms of certain transactions we deemed generally similar to the
Merger that recently have been effected.

We have relied upon and assume, without independent verification, the accuracy
and completeness of the financial statements and other information furnished by,
or publicly available relating to, the Company and Target, or otherwise made
available to us. We have also relied upon the representations and warranties of
the Company, Target, and other parties thereto contained in the Merger Agreement
and have assumed, without independent verification, that they are true and
correct. We were not engaged to, and did not attempt to, or assume
responsibility to, verify independently such information. We have further relied
upon assurances by the Company and Target that the information provided to us
has a reasonable basis, and with respect to projections and other business
outlook information, reflects the best currently available estimates and
judgments of the future financial performance of the Company and Target, and
that the Company and Target are not aware of any information or fact that would
make the information provided to us incomplete or misleading. We have also
assumed that the Company and Target each will perform all of the covenants and
agreements to be performed under the Merger Agreement, and that the conditions
to the Merger set forth in the Merger Agreement would be satisfied and the
Merger would be consummated on a timely basis in the manner contemplated by the
Merger Agreement. We have assumed that the executed version of the Merger
Agreement will not differ in any material respects from the last draft we
reviewed, and that the terms of the consideration to be paid by Photo Control
will be identical to those set forth in the last draft that we reviewed. We have
relied, with respect to legal, tax, and accounting matters related to the
Merger, upon the Company's and Target's legal, tax, and accounting advisors, and
we have made no independent investigation of any legal, tax, or accounting
matters that may affect the Company or Target. In that regard, we do not opine
on, nor does our opinion consider, such matters. In arriving at our opinion, we
have not performed any appraisals or valuations of specific assets or
liabilities of the Company or Target, nor have we been furnished with any such
appraisals. Our opinion is necessarily based upon the information available to
us and the facts and circumstances as they exist and are subject to evaluation
on the date hereof, including the financial, economic, market, and other
conditions as in effect on the date hereof. Events and conditions occurring or


                                      D-2
<PAGE>


Photo Control Corporation Board of Directors
April 14, 2004


existing after the date hereof could materially affect the assumptions used in
preparing this opinion; however, we do not have or undertake any obligations to
update, revise, or reaffirm this opinion.

Our opinion is rendered for the information of the Board of Directors of the
Company in connection with the Board's consideration of the Merger and is not
intended to be and does not constitute a recommendation to any holder of Company
common stock as to how to vote such holder's shares of Company common stock in
connection with the Merger. We have not been asked to, nor do we, express any
opinion as to the relative merits of the Merger as compared to any alternative
business strategies that might exist for the Company, the effect of any other
transaction in which the Company might engage, the underlying business decision
of the Company to engage in the Merger, or the form of the Merger Agreement or
the terms contained therein. Furthermore, we express no opinion as to the price
at which the Company's common stock may trade following the date of this opinion
or prior to or after consummation of the Merger. This opinion may not be
published or otherwise used or referred to publicly without our written consent;
provided, however, that this opinion may be included in its entirety in any
filing with the Securities and Exchange Commission with respect to the Merger.

Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Consideration to be issued or reserved for issuance by the Company
in the proposed Merger is fair, from a financial point of view, to the Company's
Existing Shareholders as a group.

Sincerely,

/s/ Goldsmith, Agio, Helms Securities, Inc.

Goldsmith, Agio, Helms Securities, Inc.




                                      D-3


<PAGE>




                                     PART II
                  INFORMATION NOT REQUIRED TO BE IN PROSPECTUS

ITEM 20.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person who is made or is threatened to be
made a party to any proceeding by reason of the former or present official
capacity (as defined) of such person against judgments, penalties, fines
(including, without limitation, excise taxes assessed against such person with
respect to any employee benefit plan), settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (1) has not been indemnified
therefor by another organization or employee benefit plan; (2) acted in good
faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) reasonably believed that the conduct was in the
best interests of the corporation in the case of acts or omissions in such
person's official capacity for the corporation or reasonably believed that the
conduct was not opposed to the best interests of the corporation in the case of
acts or omissions in such person's official capacity for other affiliated
organizations. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation.

           The bylaws of Photo Control Corporation provide for the
indemnification of such persons, for such expenses and liabilities, in such
manner, under such circumstances and to such extent as permitted by Section
302A.521 of the Minnesota Business Corporation Act.

ITEM 21.   EXHIBITS

           2.1        Merger Agreement and Plan of Reorganization dated April
                      15, 2004, by and among Nature Vision, Inc., Photo Control
                      Corporation, PC Acquisition, Inc., Jeffrey P. Zernov (as
                      shareholders' representative) and certain Nature Vision
                      shareholders (incorporated herein by reference to Exhibit
                      10.2 to Photo Control Corporation's Quarterly Report on
                      Form 10-QSB for the period ended March 31, 2004 as Exhibit
                      10.2, and attached as Annex A to the proxy
                      statement/prospectus forming a part of this registration
                      statement).
           3.1        Restated Articles of Incorporation, as amended
                      (incorporated by reference to Exhibit 3.1 to Photo
                      Control's Annual Report on Form 10-K for the fiscal year
                      ended June 30, 1988).
           3.2        Bylaws, as amended (incorporated by reference to Exhibit
                      3.2 to Photo Control's Annual Report on Form 10-K for the
                      fiscal year ended June 30, 1988).
           5.1        Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.,
                      regarding legality of the securities to be issued.
           10.1       Amended and Restated Retention Agreement with Curtis R.
                      Jackels (incorporated herein by reference to Exhibit 10.2
                      to Photo Control Corporation's Quarterly Report on Form
                      10-QSB for the period ended March 31, 2004 as Exhibit
                      10.1)
           10.2       Subscription and Investment Representation Agreement with
                      Richard P. Kiphart (incorporated herein by reference to
                      Exhibit 10.2 to Photo Control Corporation's Quarterly
                      Report on Form 10-QSB for the period ended March 31, 2004
                      as Exhibit 10.3).
           21.1       Subsidiaries of Photo Control Corporation.
           23.1       Consent of Virchow, Krause & Company, LLP (regarding Photo
                      Control Corporation).
           23.2       Consent of Virchow, Krause & Company, LLP (regarding
                      Nature Vision, Inc.).
           23.3       Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
                      (included in Exhibit 5.1 to this registration statement).
           23.4       Consent of Goldsmith, Agio, Helms Securities, Inc.
                      (included in opinion filed as Exhibit 99.3 to this
                      registration statement).
           24.1       Power of Attorney (included in signature page).
           99.1       Form of Photo Control Corporation proxy card.
           99.2       Form of Nature Vision, Inc. proxy card.
           99.3       Opinion of Goldsmith, Agio, Helms Securities, Inc.
                      (attached as Annex D to the proxy statement/prospectus
                      forming a part of this registration statement).

                                      II-1

<PAGE>


ITEM 22.   UNDERTAKINGS

           Regulation S-B, Item 512(a) Undertaking: The small business issuer
           will:

           (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

           (i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

           (ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement; and

           (iii) Include any additional or material information on the plan of
distribution.

           (2) For determining liability under the Securities Act, treat each
such post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time shall be deemed to be
the initial BONA FIDE offering.

           (3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

           Regulation S-B, Item 512(e) Undertaking: Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the small business issuer
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

           Form S-4, Item 22(b) Undertaking: The undersigned registrant hereby
undertakes to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

           Form S-4, Item 22(c) Undertaking: The undersigned registrant hereby
undertakes to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

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<PAGE>

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, in the city of Minneapolis, state of Minnesota, on May 12, 2004.

                                    PHOTO CONTROL CORPORATION


                                    By: /s/ John R. Helmen
                                        ---------------------------------------
                                        John R. Helmen, Chief Executive Officer

           KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John R. Helmen and Richard P. Kiphart, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full powers and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 12, 2004:


/s/ John R. Helmen                          /s/ Richard P. Kiphart
---------------------------------------     ------------------------------------
John R. Helmen                              Richard P. Kiphart
Chief Executive Officer and a director      Director
(principal executive officer)


/s/ Curtis R. Jackels                       /s/ Scott S. Meyers
---------------------------------------     ------------------------------------
Curtis R. Jackels                           Scott S. Meyers
President and a director                    Director
(principal executive officer)


/s/ Christopher Lausen                      /s/ James R. Loomis
---------------------------------------     ------------------------------------
Christopher Lausen                          James R. Loomis
Treasurer                                   Director
(principal financial officer and
controller)


                                            /s/ John McMillan
                                            ------------------------------------
                                            John McMillan
                                            Director



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