<PAGE>
                              SELLING SHAREHOLDERS
 
    The shares of Common Stock registered hereunder are being offered for the
accounts of the individuals and entities listed below (the "Selling
Shareholders"). None of the Selling Shareholders has any position with, the
Company or any of its predecessors or affiliates, or has had any such position
within the past three years.
 
<TABLE>
<CAPTION>
                                                                        SHARES
                                                                      WHICH MAY                 SHARES TO BE OWNED AFTER
                                                                     BE OBTAINED
                                                         SHARES          UPON        SHARES           OFFERING(1)
                                                        CURRENTLY    EXERCISE OF    OFFERED    --------------------------
SELLING SHAREHOLDER                                       OWNED      THE WARRANTS    HEREBY       NUMBER        PERCNT
----------------------------------------------------  -------------  ------------  ----------  -------------  -----------
<S>                                                   <C>            <C>           <C>         <C>            <C>
Michael Ambroselli..................................        50,000       100,000      150,000          -0-           -0-
Arron, Inc..........................................        75,000       150,000      225,000          -0-           -0-
Harvey Bibicoff.....................................        50,000       100,000      150,000          -0-           -0-
Centre Trustees, CI Limited.........................        12,500        25,000       37,500          -0-           -0-
Malcom and Julia Coster.............................        12,500        25,000       37,500          -0-           -0-
E. C. Capital, Ltd..................................           -0-     1,000,000    1,000,000          -0-           -0-
Howard J. Green.....................................        12,500        25,000       37,500          -0-           -0-
The Harmat Organization.............................           -0-        10,000       10,000          -0-           -0-
Legong Investments, N.V.............................           -0-        45,000       45,000          -0-           -0-
Nancy J. Litman.....................................        25,000        50,000       75,000          -0-           -0-
Masada I Limited Partners...........................        50,000       100,000      150,000          -0-           -0-
Mustang '65 Limited Partners........................           -0-     1,250,000    1,250,000          -0-           -0-
Norben Import Corp. Profit Sharing Plan.............        50,000       100,000      150,000          -0-           -0-
Riviera Holding LLC.................................        37,500        75,000      112,500          -0-           -0-
Amy Robinson........................................        25,000        50,000       75,000          -0-           -0-
Rozel International Holding Limited.................       150,000       300,000      450,000          -0-           -0-
Dennis Saleeby......................................        25,000        50,000       75,000          -0-           -0-
Stit Consulting Limited.............................        25,000        50,000       75,000          -0-           -0-
Sunset Capital, Inc.................................        25,000        50,000       75,000          -0-           -0-
                                                                                                        --            --
                                                      -------------  ------------  ----------
  TOTALS............................................       625,000     3,555,000    4,180,000          -0-           -0-
</TABLE>
 
------------------------
 
(1) Assumes all Warrants will be exercised and all Shares offered hereby will be
    sold.
 
ORIGIN OF THE SHARES OFFERED
 
    In August of 1997, the Company retained E.C. Capital Ltd. ("ECC"), a New
York based investment-banking firm, to raise equity capital in a private
offering (the "ECC Offering"). The Company issued to investors Units consisting
of 25,000 shares of Common Stock, 25,000 "A" and "B" Warrants. The "A" Warrants
have a term of two years from the date of issuance and may be exercised to
purchase shares of Common Stock at a per share exercise price of $1.60. The "B"
Warrants have a three-year term and may be exercised to purchase shares of
Common Stock at a price per share of $2.00. The offering price for each full
unit of the ECC Offering was $25,000. All the Units so offered were sold during
September and October of 1997, including a total of 625,000 Common Shares and
Warrants for the purchase of an additional 1,250,000 Common Shares, for net
proceeds of $544,000. The issuance of the "A" and "B" Warrants were subject to
approval by the Company's Board of Directors and shareholders of (i) an
amendment to the Company's Articles of Incorporation increasing its authorized
number of shares of Common Stock from 25,000,000 to 50,000,000, (ii) effecting a
one for ten reverse stock split of the outstanding shares of Common Stock, and
(iii) moving the Company's state of incorporation from California to Delaware.
All of the above proposals were approved by the Company's shareholders at its
annual meeting held November 25, 1997. The Company has agreed to pay ECC a 10%
commission on all sales of Units and a 3% non-accountable expense reimbursement.
Additionally, the Company has issued to
 
                                       44
<PAGE>
ECC 500,000 "A" and 500,000 "B" Warrants, as partial compensation for its
efforts in completing the ECC Offering, for a total of 1,000,000 Warrants in
all. The Company has also agreed to retain ECC as an advisor for the next three
years at a fee of $3,000 per month and to pay ECC a 5% warrant solicitation fee
for any of the investor Warrants which are exercised. The Company has also
agreed not to raise debt or equity financing during this three-year period other
than with consent of ECC and to allow a ECC designee to observe all meetings of
the Company's Board of Directors. Further, all of the Company's officers and
directors have executed lock-up agreements with ECC whereby they have agreed not
to transfer, assign, sell or otherwise dispose of any of their Company shares,
except with the consent of ECC, until at least one year after the effective date
of the registration statement.
 
    The Shares offered herein include 625,000 currently outstanding shares and
up to 1,250,000 Shares, which may be obtained by the exercise of certain Common
Stock Purchase Warrants which, are held by the investors of the ECC Offering.
Those investors are referred to herein as the Selling Current Shareholders. An
additional 2,305,000 Shares are being offered by certain of the Company's other
Warrant holders who were not investors in the ECC Offering. Those Shares are not
currently outstanding, but may be obtained by the holders of such Warrants upon
exercise of such Warrants in accordance with their terms.
 
    All of the Selling Current Shareholders, who or which obtained their Shares
and Warrants pursuant to the private offering of Units described above, are
subject, under the terms of that offering, to restrictions on their ability to
sell the Shares listed in the chart above, including the Shares which they are
entitled to obtain upon exercise of the Warrants. Specifically, for a period of
one year after the date on which they obtained their Units the Selling Current
Shareholders may not publicly sell either the Shares they acquired directly as
part of the Units or the Shares they are entitled to obtain upon the exercise of
their Warrants, without the prior written approval of E. C. Capital, Ltd., the
Placement Agent for that Units offering. The restricted period applicable to
those Shares will expire, as to all of the Shares and Warrants held by the
Selling Current Shareholders, in September or October of 1998.

                                       45
<PAGE>
 
                          DESCRIPTION OF THE WARRANTS
 
    This Prospectus, and the Registration Statement of which it forms a part,
refer only to the Shares of Common Stock being offered by the Selling
Shareholders, and not to any of the Warrants themselves. Each of the Warrants
described herein is subject to restrictions on transferability, as described
below, and this Prospectus may not be relied upon in connection with any resale
or other transfer of a Warrant.
 
    All questions about the exercise and terms of the Warrants and the rights of
the Warrant Holders will be decided by the Company's Board of Directors. For a
full description of the Warrants, please refer to the forms of Warrants
themselves, copies of which have been provided to each of the Selling
Shareholders and will be provided as appropriate to persons entitled thereto
upon request, free of charge. The descriptions of the Warrants contained in this
Prospectus are qualified in their entirety by reference to the complete text of
such documents. Any conflict between the summary provided in this Prospectus and
the actual terms of such documents must be resolved in favor of the terms as
expressed in the documents themselves.
 
    Each of the Warrants provides for the issuance, upon exercise and payment of
the exercise price, as described below, of that number of shares of the
Company's Common Stock which is specified therein; however both the number of
Shares which may be obtained upon exercise of the Warrants and the exercise
price for the Warrants are subject to adjustment in certain circumstances, as
more fully described below.
 
TERMS OF THE WARRANTS
 
    WARRANTS HELD BY THE SELLING CURRENT SHAREHOLDERS AND ECC
 
    All of the Warrants held by the Selling Current Shareholders and by E. C.
Capital, Ltd. consist of two separate but substantially similar types: Class A
and Class B Warrants. These Warrants are identical in all respects except for
their respective terms and exercise prices, as described below.
 
    TERM.  The term of the A Warrants runs through November 29, 1999; the term
of the B Warrants runs through November 29, 2000 (the date of termination of the
Warrants is in each case referred to herein as the "Expiration Time"). Following
the expiration Time for any given Warrant, the holder(s) thereof will have no
further right to subscribe for or purchase any security of or issued by the
Company; and the Warrants and all rights thereunder will be valueless,
unexercisable, and void.
 
    EXERCISE PRICE.  The exercise price of the A Warrants is $1.60 per share of
Common Stock; for the B Warrants the exercise price is $2.00 per share. In both
cases the exercise price is subject to adjustment as described in the following
sentence. If, prior to the Expiration Time, the outstanding shares of the
Company's Common Stock shall be increased or decreased through a stock split,
stock dividend, reverse stock split, stock consolidation, or otherwise, without
consideration to the Company (including without limitation the reverse stock
split described in Section 9, below), an appropriate and proportionate
adjustment shall be made in the number and kind of shares as to which the
Warrants may be exercised. The effect of such adjustment shall be that the
Purchaser shall obtain upon exercise of the Warrants after such event the same
number of Warrant Shares for the same aggregate consideration as had Purchaser
exercised the Warrants in full prior to such event and had the Warrant Shares
then been subjected to the effects of such event.
 
    MANNER OF EXERCISE.  The holder of any Class A or Class B Warrant may
exercise it to purchase all or any whole number of the Shares it covers by (a)
providing the Company with a signed written notice of its intent to exercise the
Warrant Certificate, specifying the number of Warrant Shares to be so purchased
completing in the manner indicated; (b) surrendering its current Warrant to the
Company at the
 
                                       46
<PAGE>
Company's principal place of business in Sacramento, California; and (c) paying
the appropriate purchase price for the Shares, by cash, money order, bank draft,
or certified check, payable to the Company at its principal place of business in
Sacramento, California.
 
    RIGHTS AS A SHAREHOLDER, EMPLOYEE, OR CONSULTANT.  No person who holds a
Class A or Class B Warrant will have any rights as a Company shareholder with
respect to the Shares represented thereby until such Warrant is exercised and
the Shares are actually issued. The grant or possession of a Class A or Class B
Warrant does not impose any obligation whatsoever on the Company to employ or
continue to employ the recipient of the Warrant, and does not interfere with the
Company's right to terminate any position he or she may have with the Company,
as a consultant or otherwise, at any time.
 
    TRANSFER OF THE WARRANTS.  Except as described below, the Warrants may not
be transferred without the express written consent of the Company, which consent
may be granted or withheld for any reason in the Company's sole and absolute
discretion. Unless the Company has previously granted its written consent
thereto, the Warrant may be exercised only by the authorized holder of the
Warrant, or by his, her, or its permitted transferees, as described below. More
particularly, the Warrants may not be sold, assigned, transferred (except as
provided above), pledged, hypothecated, or otherwise conveyed, encumbered, or
disposed of in any way, are not normally assignable by operation of law, and are
generally not subject to execution, attachment, or similar process. Any
attempted sale, assignment, transfer, pledge, hypothecation, conveyance,
encumbrance, or other disposition of the Warrants or the Warrant Certificate
contrary to the provisions of the Warrants, and the levy of any execution,
attachment, or similar process thereupon would generally be void and without
effect, and the Company had no obligation to recognize any such purported
transaction or event or to reflect such a purported transaction or event on its
official records or to issue Warrants or shares of its Common Stock to any
party. If the authorized holder of a Warrant is an individual, however, the
Company will normally consent to the transfer of the Warrant to his or her
heirs, executors, personal representatives, or administrators upon the death of
the Warrant holder. If the authorized holder is an entity (such as a corporation
or a Trust), the Company will consent to the transfer of the Warrant to the
owners of the entity upon its formal dissolution.
 
    REDEMPTION RIGHTS.  The Class A and Class B Warrants do not provide the
Company with any redemption rights with respect to either the Warrants
themselves or the underlying shares of Common Stock.
 
    WARRANTS HELD BY THE OTHER WARRANT HOLDERS
 
    The terms of the 1,305,000 Warrants held by the Other Warrant Holders are
substantially similar to those of the Class A and Class B Warrants described
above, except that the exercise prices of such Warrants vary from between Fifty
Cents ($0.50) to One Dollar and Eighty Cents ($1.80) per share and they all
expire at various times during the year 2000. The Warrants held by Legong
Investments, N. V. also have a redemption feature, which would allow the Company
to redeem them for Fifty Cents ($0.50) each should the Company's Common Stock
achieve a trading price of Twenty Dollars per share.
 
                                       47