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  PATENTS, TRADEMARKS AND LICENSES
       The Company has submitted information on its proprietary formula and specially designed spray application system, to its intellectual property legal counsel for review and, in August 1998, the formula became the subject of a utility patent application filed by the Company with the United States Patent and Trademark Office ("USPTO").  The prototype spray application system is still being reviewed at this time.
     The Company utilizes URECOATS 100 as a trademark name and is presently marketing the Roofing Product under that trademark name.  Management also performed trademark research on the name "Rubber Sealant Membrane (RSM)", which trademark will be used for sales and marketing efforts. Trademark and servicemark applications are presently being prepared and expected to be filed with the USPTO during the second quarter of 1999.
       The Company is also currently gathering information, collecting data from various tests, and working closely with its Patent Legal Counsel on the preparation and expected filing of three additional patent applications, seeking protection on its prototype spray application systems, for the "Rubber Sealant Membrane (RSM)" Roofing Product and Pavement Sealant, as well as the formula of the Pavement Sealant.
  YEAR 2000 COMPLIANCE BY THE COMPANY AND OTHERS       Year 2000 compliance concerns the ability of certain computerized information systems to properly recognize date-sensitive information, such as invoices for the Company's services, as the year 2000 approaches. Systems that do not recognize such information could generate erroneous data or cause systems to fail; this problem may occur as early as calendar year 1999. The Company has received notifications from its various vendors, suppliers, and equipment manufacturers, of their Year 2000 compliant systems.  The Company also has updated its computer systems and hardware to be Year 2000 compliant. However, there still remains a slight risk for the Year 2000 compliance of those with whom the Company does business, primarily third party payors.
  FINANCIAL CONDITIONS
       The Company has suffered losses from discontinued operations resulting in an accumulated (deficit) of $(14,156,915); and recurring losses from development stage operations of $(4,334,103).
       The Company currently does not have the liquidity or capital resources to fund Urecoats without raising capital either from borrowing or from the sale of additional shares of stock.  In 1999, the Company borrowed approximately $377,000 for its operations.  The Company anticipates raising further financing through the sale of additional unregistered, restricted common stock.  Management is continuing to negotiate with vendors and various legal counsel to resolve all claims and judgments from former discontinued operations.
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