| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The following table sets forth information regarding the beneficial
 ownership of shares of the company's common stock as of Feburary 8, 2002
 (581,718,521 issued and outstanding) by (i) all stockholders known to the
 company to be beneficial owners of more than 5% of the outstanding common stock;
 and (ii) all directors, executive officers, and key employees of the company,
 individually and as a group:
 
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 Name and Address of Amount and Nature of
 Title of Class Beneficial Owner/(1)/ Beneficial Owner/(2)/ Percent of Class
 -------------------------------------------------------------------------------------------
 
 Common Stock Richard Epstein, 12147 158,999,086/(3)/ 27.33%
 Northwest 9th Drive, Coral
 Springs, FL 33071
 -------------------------------------------------------------------------------------------
 Common Stock Thomas S. Hughes, 2500 8,700,000/(4)/ 2.60%
 Via Cabrillo Marina, Suite
 112, San Pedro, CA 90731
 -------------------------------------------------------------------------------------------
 Common Stock Hughes Net Income 8,522,500/(5)/ 2.55%
 Charitable Remainder
 Unitrust, c/o Anthony J.
 Bayne, Esq., 2500 Via
 Cabrillo Marina, Suite 300,
 San Pedro, CA 90731
 -------------------------------------------------------------------------------------------
 Common Stock Jack M. Hall, 2500 Via 200,000/(6)/ 0.06%
 Cabrillo Marina, Suite 112,
 San Pedro, CA 90731
 -------------------------------------------------------------------------------------------
 Common Stock Laurence B. Donoghue, 110,000 /(7)/ 0.03%
 2500 Via Cabrillo Marina,
 Suite 300, San Pedro, CA
 90731
 -------------------------------------------------------------------------------------------
 Common Stock Shares of all directors, 17,532,500 5.24%
 executive officers, and
 key employees as a group
 (3 persons)
 -------------------------------------------------------------------------------------------
 
 (1) Except as noted in footnote 4 below, each person has sole voting power
 and sole dispositive power as to all of the shares shown as beneficially owned
 by him.
 
 (2) Other than as set forth below, none of these security holders has the
 right to acquire any amount of common stock within 60 days from options,
 warrants, rights, conversion privilege, or similar obligations.
 
 (3) The amount owned by this selling shareholder represents the combined
 holdings of Alliance Equities and Richard Epstein, who controls this firm. This
 amount includes the following: (a) a warrant for the purchase of 1,400,000
 shares of common stock, currently exercisable at $1.00 per share through June
 30, 2002; (b) a warrant for the purchase of 2,400,000 shares of common stock,
 currently exercisable at $0.40 per share through September 30, 2003; (c) a
 warrant for the purchase of 3,000,000 shares of common stock, currently
 exercisable at $0.25 per share through September 30, 2003; and (d) a debenture
 in the principal amount of $1,653,000, which represent 9,723,529
 
 shares (currently convertible into shares of common stock at $0.17 per share
 through April 5, 2002). The remainder of the holdings consists of shares of
 common stock.
 
 (4) 8,400,000 of this amount is owned by Electronic Transactions &
 Technologies. This ownership is attributed to Mr. Hughes by virtue of his 70%
 ownership of ET&T. In addition, 150,000 of this amount is represented by
 options issued in December 2000 under the company's stock incentive plan which
 are exercisable within 60 days (the total options granted was 600,000). These
 options are exercisable at $0.40 per share for those exercised on or before
 December 31, 2000; thereafter the exercise price is 25% of the fair market value
 of the shares on the date of the exercise. A maximum of 25% of the total options
 may be exercised in any one calendar year.
 
 (5) The creator of this trust is Thomas S. Hughes. Thomas S. Hughes is the
 trustee of the trust; Lawrence B. Donoghue, Esq. is the special trustee, and as
 such has the voting power and power over the disposition of the company's shares
 under this trust. In addition, Mr. Hughes is the lifetime net income beneficiary
 of this trust, and the remainder beneficiary is Philosopher Kings and Queens, a
 California nonprofit public benefit corporation (according to information
 provided by Mr. Hughes). According to information provided by Mr. Hughes, this
 trust is irrevocable.
 
 (6) 100,000 of this amount is represented by options issued in December 2000
 under the company's stock incentive plan which are exercisable within 60 days
 (the total options granted was 400,000). These options are exercisable at $0.40
 per share for those exercised on or before December 31, 2000; thereafter the
 exercise price is 25% of the fair market value of the shares on the date of the
 exercise. A maximum of 25% of the total options may be exercised in any one
 calendar year.
 
 (7) 100,000 of this amount is represented by options issued in December 2000
 under the company's stock incentive plan which are exercisable within 60 days
 (the total options granted was 400,000). These options are exercisable at $0.40
 per share for those exercised on or before December 31, 2000; thereafter the
 exercise price is 25% of the fair market value of the shares on the date of the
 exercise. A maximum of 25% of the total options may be exercised in any one
 calendar year.
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 EYE CASH NETWORKS INC filed this SB-2MEF on 03/01/2002.
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