| Here is the ownership of Worldgate (upcoming IPO).  I don't see BGF mentioned. 
 BENEFICIAL OWNERSHIP       BENEFICIAL OWNERSHIP
 PRIOR TO THE OFFERING(1)     AFTER THE OFFERING(1)
 -------------------------  -------------------------
 NUMBER OF                  NUMBER OF
 NAME AND ADDRESS(2)                             SHARES     PERCENTAGE      SHARES     PERCENTAGE
 --------------------------------------------  ----------  -------------  ----------  -------------
 Citicorp....................................   1,124,442          7.2
 153 East 53(rd) Street
 New York, NY 10043
 Hal M. Krisbergh(3).........................   6,515,686         41.6
 Scott B. Campbell...........................      15,000            *
 David A. Dill(4)............................     369,988          2.4
 Peter C. Mondics(5).........................      35,859            *
 David E. Wachob.............................     557,897          3.6
 Alan Gerry..................................     606,666          3.9
 Marcia J. Hooper(6).........................          --            *
 Ronald A. Walter(7).........................          --            *
 Thomas G. Baxter............................          --            *
 Graham Pattison(8)..........................          --            *
 All current directors and executive officers
 as a group (14 persons)(9)................   9,003,972         57.3
 ------------------------
 *   Less than 1% of the outstanding Common Stock.
 (1) Beneficial ownership is determined in accordance with the rules of the SEC,
 based on factors including voting and investment power with respect to
 shares, subject to applicable community property laws. Shares of common
 stock subject to options or warrants exercisable within 60 days of February
 8, 1999 are deemed outstanding for the purpose of computing the percentage
 ownership of the person holding such options or warrants, but are not deemed
 outstanding for computing the percentage ownership of any other person. The
 amounts indicated assumes that the outstanding shares of Series A, Series B
 and Series C Preferred Stock have been converted into shares of common stock
 without adjustment for anti-dilution protections to which they may be
 entitled. See "Certain Transactions--Preferred Stock Financings."
 (2) Unless otherwise indicated, the mailing address of such beneficial owners is
 3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania 19020.
 (3) Includes (a) 15,237 shares of common stock held by Mr. Krisbergh as
 custodian for his minor child and (b) 15,237 shares of common stock held by
 Mr. Krisbergh's wife as custodian for their minor child.
 (4) Includes 26,666 shares of common stock held by Mr. Dill as custodian for his
 two minor children.
 (5) Includes 2,666 shares of common stock held by Mr. Mondics' minor child,
 6,666 shares of common stock held jointly with his wife and options to
 purchase 16,666 shares of common stock.
 (6) Does not include 379,218 shares of common stock held by funds that are
 affiliated with Advent International Corporation as follows: Adtec Limited
 Partnership (60,674 shares), Advent Crown Fund, C.V. (60,068 shares),
 Digital Media & Communications, L.P. (240,880 shares), and Advent Partners
 Limited Partnership (17,596 shares). Ms. Hooper is a partner and an officer
 of Advent International Corporation and an officer of several of the Advent
 funds, and was originally elected to the Company's Board of Directors as a
 representative of the holders of the Series A Preferred Stock. Ms. Hooper
 disclaims beneficial ownership of the shares held of record by the Advent
 funds.
 (7) Does not include 1,124,442 shares of common stock held by Citicorp. Mr.
 Walter is a vice president of Citicorp and Citibank, NA.
 (8) Does not include 454,666 shares of common stock held by Motorola, Inc. Mr.
 Pattison is a vice president of Motorola, Inc.
 (9) Includes (a) options to purchase 56,666 shares of common stock and (b)
 87,034 shares of common stock owned by family members or affiliates of some
 members of the group.
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