TI=\FERRANTI - ISC - GUERIN - CATERBONE COMMUNICATION MATRIX (FRAUD)IM= 310.CPRDA= January 18, 1991AT= AUDIO TRACKS: /ALLPA= PAGES: 01

SU= SUMMARY: This communication matrix illustrates the flow of information that was used in the alleged "BLACK MAIL" of Stan Caterbone and the "ISC $BILLION DOLLAR COVERUP" ************************************************************ TI=\ISC PURCHASE IM= 001P01.CPR DA= September 21, 1983 AT= CORRESPONDING AUDIO TRACKS: 02/08/09 PA= PAGES: 2 SU= SUMMARY: Confirmation of the purchase of 1000 shares of International Signal & Control bought by Stan Caterbone on Septermber 21, 1983. This stock was recommended and solicited by Gibson Armstrong of Individual Securities, of Lancaster PA. 01 IM= 001P02.CPR DI= PAGE 2 *****************************************************************

TI=\HIGH EMPLOYMENT IM= 002P01.CPR DA= October 25, 1985 AT= CORRESPONDING AUDIO TRACKS: 02/PA= PAGES: 1 SU= SUMMARY: Letter to Paul Lewis, of High Associates, subsidiary of High Industries, requesting considerations for Employment. Ed Gordon, controller of the Horst Group, had reffered Stan Caterbone to High Associates. *****************************************************************

TI=\COMMONWEALTH BANK SOLICITATION FOR EMPLOYMENTIM= 003P01.CPR DA= October 28, 1985 AT= CORRESPONDING AUDIO TRACKS: 02/03/04/05/06/07/08/09PA= PAGES: 1 SU= SUMMARY: Letter to Larry Zieliski of the Commonwealth National Bank, from Stan Caterbone requesting considerations for employment in the Financial Services Department. *****************************************************************

TI=\OWEN KUGEL ASSOCIATES EMPLOYMENT MEETING IM= 004P01.CPR DA= November 5, 1985 AT= CORRESPONDING AUDIO TRACKS: 03PA= PAGES: 1 SU= SUMMARY: Letter thanking Owen Kugel for the interview with himself and Ed Potius, for the employment considerations for raising funds for the development projects. S. Caterbone never heard back until they wanted

funding from S. Caterbone in 1987. ************************************************************

TI=\PRO FINANCIAL GROUP, Ltd., BROCHUREIM= 005P01.CPR DA= April 4, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Brochure of the Pro Financial Group, Ltd., a Penssylvania corporation owned soly by Stan Caterbone, and was the preliminary design of Financial Management Group, Ltd., IM= 05P02.CPR DI= PAGE 2

************************************************************

TI=\PARENT FEDERAL SAVINGS MORTGAGE CHECK IM= 006P01.CPR DA= July 12, 1986 AT= CORRESPONDING AUDIO TRACKS: 02/03/08/09 PA= PAGES: 1 SU= SUMMARY: Copy of the check for the loan proceeds for the residence at 2323 New Danville Pike, Conestoga PA, of which Stan and Mike Caterbone borrowed $100,000 from Parent Federal Savings and Loan, owned by James Guerin.

************************************************************

TI=\S. CATERBONE FMG, Ltd., STOCK PURCHASEIM= 007P01.CPR DA= June 26, 1986 AT= CORRESPONDING AUDIO TRACKS: 02/03/05/08/09 PA= PAGES: 1 SU= SUMMARY: Initial stock certificate for Stan Caterbone granting 40,000 shares of FNG, Ltd., stock. Stan Caterbone paid $.50 per share or $20,000 in full on June 26, 1987.

************************************************************

TI=\R. KAUFFMAN FMG, Ltd., STOCK PURCHASE IM= 008P01.CPR DA= June 26, 1986 AT= CORRESPONDING AUDIO TRACKS: 02/03/05/06/08/09 PA= PAGES: 1 SU= SUMMARY: Initial stock certificate for Robert Kauffman. Robert Kauffman paid $.50 per share. Mr. Kauffman recieved 60,000 shares of stock. Since Stan Caterbone was as responsible as anyone, if not more, for the development of FMG, Ltd., Mr. Kauffman agreed to an option agreement to Stan Caterbone for 10,000 shares at $.50 per share. Stan Caterbone was adement about having equal equity with Mr. Kauffman. In addition, Mr. Kauffman had never paid for the additional 20,000 shares he purchased. He only paid for 40,000. This is a violation of PA Securities laws.

************************************************************

TI=\FMG, Ltd., CHARTER BUSINESS PLAN IM= 009P01.CPR DA= July 1, 1986

AT= CORRESPONDING AUDIO TRACKS: 01/02/04/05/06/07/08 PA= PAGES: 20 SU= Charter Business Plan for FINANCIAL MANAGEMENT GROUP, LTD. of Lancaster, Pa Dated July 1, 1987, created by S. Caterbone

TABLE OF CONTENTS: Mission Statement Corporate Objectives Business Strategies Distribution Strategies Services Strategies Market Penetration Strategies Planner Support Services Corporate Standards Initial Capitalization Financial Highlights Contingency Plans The Management Group Organizational Charts: Exhibit A Exhibit B MISSION STATEMENT l. To serve the people of the county, state and nation in the handling of their finances through the support of our financial planners and other advisors, and their personal relationships with their clients. 2. To meet the expectations of our various constituencies: planners, employees, stockholders, and the people residing in the area we serve. OBJECTIVES l. To position the company as the major provider and servicer of financial products and advice in the closely related fields of investments, financial consultation, mortgage banking, life insurance, property and casualty insurance, taxes, law, and real estate. 2. To transform the fragmented market of independent financial planners into a quality group of outstanding professionals marketing under one name, thus bringing order to the financial marketplace. 3. To place client interest first at all times by delivering a diversified product through multiple sponsors so as to always deliver high-quality and fairly priced products representing the top 25% percentile of the marketplace. 4. To develop and maintain quality service on previously delivered products by managing assets at a reasonable fee, thus freeing planners from the constant pressure of making new sales. 5. To insure the growth of the business by hiring professional planners in sufficient number so as to become the pre-eminent financial services company in the area served.

6. To use invested capital rather than loans and long-term leases to minimize monthly expenses and maximize profits, hereby assuring our business growth and development. 7. To encourage our planners to become stockholders in the firm, thus satisfying their desire for ownership in a company of real value. Also to assure a more stable development of our business through stronger ties with our top planners. 8. To react to changes in the marketplace ahead of our competition in creative and thoroughly considered ways. 9. To maintain a strong professional/client relationship through frequent personal contact while using high-technology equipment to enhance the quality of our work. BUSINESS STRATEGIES 1. CURRENT SITUATION Dozens of small independent planners servicing dissimilar markets through product sales. COMPANY STRATEGY Recruit the small, independent financial planner into our group using a variety of motivating factors: l. economics (reduce their expenses, expand their resource material and backup) 2. marketplace recognition and dominance 3. company identity 4. equity ownership 5. product diversity 6. higher commissions on each sale through group negotiation of payout 7. specially expertise in related financial areas and reference material 2. CURRENT SITUATION Life insurance and brokerage businesses are suffering from poor performance of products, bad press, and low-quality recruiting cutting commissions; while productive veterans in these industries are uneasy with these changes. COMPANY STRATEGY Recruit the most senior, productive brokers and agents who desire to do more personal planning by providing the advantages cited in paragraph 1 above. 3. CURRENT SITUATION The l986 Tax Act threatens to reduce the need for tax planning, and tax qualified plans. Rather than seek shelters and other relief, investors will be likely to pay tax, and invest savings, thereby increasing the need for asset management and the creation of

wealth Through equity investment. COMPANY STRATEGY Market products that are structured with lower up-front costs and stable ongoing management renewals in order to build revenue from service over a period of time. This will gradually replace the heavy emphasis on new salesand give rise to a truly responsive service oriented business. 4. CURRENT SITUATION Mass marketing through corporate benefit plans and the media continues to grow as a segment of the financial services business. COMPANY STRATEGY Develop corporate sales through the concept of cafeteria plans which will change the employee benefit market by allowing employees to target a percentage of benefit dollars to the areas of their choice. Also, continue to emphasize seminars targeting unique organizations which have a strong relationship with the public for specific financial products: EX. Charitable organization - charitable giving seminars. estate planning seminars Counseling center - life planning seminars, etc. Additionally, we will develop public awareness by constantly advertising the corporate name via newspaper and radio. DISTRIBUTION 1. Current Situation We currently have many contracts for financial planners and other professionals whom we seek to committ to an August occupancy in new space in Columbia, Maryland Company Strategy We plan to increase our Columbia group to 12 financial planners and 4 other profesionals during the next year. While we plan to locate and develop in new areas, we will concentrate during our first year in our Lancaster operations. 2. Current Situation At the current time we know some very successful professionals established in business for at least five years. Company Strategy We will continue to seek predominately self-sufficient, professional "veterans" of the industry. Our desire is to appeal to their need for the freedom to plan and communicate more effectively with their clients. We'll also offer a higher payout, more varied products, and a more professional

enviroment. We will duplicate only the most critical brokerage house services. 3. Current Situation Planners have been stable in their relationship with past employers. Company Strategy We expect a very stable core of top planners in Columbia, MD., due to strong management, stable planners, strong local support systems, and equity ownership. We will concentrate on local development ahead of satellite development. We expect our satellite retention to be outstanding where equity ownership is strong and mediocre where equity ownership is weak. 4. Current Situation Planners are independent and thus use various planning techniques, offer a limited product and differ in their areas of expertise. Company Strategy The expertise and techniques of our planners and other professionals will be pooled to provide clients with higher quality service and a broader line of products. SERVICES 1. Current Situation Investment products are predominately delivered through captive sales organizations who manufacture their own products and manage all monies. This leads to limited product offerings which frequently do not entirely satisfy specific consumer needs. It also leads to a mediocre product because there is no free market pressure to insure top quality products that are competively priced. Company Approach Planners will be free to deliver the highest quality products from among thousands of sponsors so as to work exclusively for the benefit of the client. The planner may choose top industry performers, solid and sizeable companies and a variety of "niche" products to fill every client need. 2. Current Situation Fee-paid financial plans vary widely in price and quality and depend most heavily on the individual developing the plan or interpreting it. With regard to consumer expectations, the marketplace is in disarray. Company Approach

Fee-based plans in advance of product sales should become simpler Due to tax reform. The majority of such plans were originally purchased for tax planning which may no longer be needed. Our emphasis will be on a business being revived by tax reform - - Asset Management or Investment Monitoring. With clients paying their taxes and investing for appreciation rather than seeking shelters, this business is expected to boom. We plan to have an in-house portfolio manager and market-timer. We plan to charge clients an average of .75% for the service. As planners gain assets under management, their annual income from this source should alleviate pressure for new clients. 3. Current Situation Associated professionals such as attorneys, accountants, bankers, and insurance and real estate agents seldom cooperate to help clients attain their goals. The ultimate control of the client's future business tends to become divided, making people defensive and producing fear of exposure in the event of error. This often leads to professionals discrediting one another or taking undue credit for advice leading clients to inaction. Company Approach In-house legal and real estate professionals will enable a planner to get such services for his client without fear of losing the client to outside interests. It will also help consreve revenue normally spent for such services. 4. Current Situation Ongoing client service is a desire for most companies in our marketplace. However, the constant pressure is applied to planners to produce new clients and new sales as 90% of earnings is still commission generated. The time required to prospect and close new sales severely limits the necessary servicing time. Company Approach Ongoing client service will be supplied through a semiannual newsletter and semiannual client investment update delivered alternately every three months. The costs of these services will be borne by client-paid asset management fees, insurance renewals and mutual fund trailing commissions. Although this is an ambitious, high-tech undertaking, our basic inclination remains toward personal client review sessions held on a regular basis. We also expect better crossover relationships and broadened information base for both planners and specialists due to common location. Market Penetration Strategy l. Existing Clients - - Planners and other professional joining our group will have developed deep personal client relationships

which should allow new investment dollars to be handled by our people. As follow-up systems are implemented we expect 65% of all business to come from this source. 2. Seminar Presence - - We plan to present four seminars on a joint basis with institutions such as colleges, charities, business organizations and corporations. Our seminars include "Successful Money Management"- - a soup-to-nuts on investment products, "Half-Time" - - a life planning seminar, "Charitable Giving" and Retirement Planning Seminars. Currently our planners regularly appear at Millersville State College, RCA, ALCOA, St. Joseph's Hospital and elswhere. We also plan regular seminars for the general public. 3. Business and Retirement Markets - - These two markets will be singled out for specific emphasis because of the vast potential and strong need for planning among these groups. Business benefit plans and specifically "cafeteria plans" will be marketed. Retirement markets will be expanded primarily through increased seminar marketing. Planner Support Services It is our plan to provide necessary office and clerical support services to help each Planner or affiliate conduct his or her business. We intend to limit our office to support services and not to provide specific marketing services for individuals. Our marketing efforts will be for the group at large, that is to say that individual prospecting will be a personal expense borne by the planner or advisor. Inherent in our support services will be the following: l} Phone Handling - including the facility to forward other business lines to our central system should a planner leave

the office. 2} Repetitive Standard Correspondence - a sample of thank

you, referral appointment setting, data requests, and commonly used review letters may be selected and generated. Personal correspondence will not be handled by our staff, free of charge. 3} Business Processing - completed applications will be

checked, logged, copied and mailed by our cashiers. Follow-up with broker/dealer or product sponsors will be offered to premier producers only. 4} Computer Services - financial plans and investment

monitoring services will be provided through data base entry. Mass distribution and hard-copy plan generation will be done on a piece by piece and percentage fee basis respectively. 5} Professional Networking - our in-house affiliates in law, accounting, tax, estate, real estate, mortgage brokerage, portfolio management, life insurance and property/casualty insurance stand ready to serve clients related financial

needs.

6} Supply Stocking - prospectus, applications, trust agreements and other forms needed to conduct business with

our major product suppliers will be maintained. 7} Reference and Periodicals - professional journals and data services meeting the common need of our advisors will be purchased and will be maintained by our office staff. Material unique to specialized areas will be provided by those

planners who work in those areas. 8} Corporate Marketing - we will promote the name of our

firm along with all planner affiliates to gain public awareness in excess of what any individual alone could achieve. We will become the best known firm in Central Pennsylvania. 9} Training and Education - Pooling our production will give us additional clout with sponsors, industry trainers and those wishing to address our membership. Cost should be lower and quality higher. It is our plan to provide a constant flow of information, new product profiles, and specialized planning techniques. 10} Gross Payout Negotiation - Size and strength of our group

should allow us to increase concessions made by sponsors over amounts normally negotiable by individuals. OUR STANDARDS FOR A GREAT COMPANY Having well established business principles is critical to the success Of any new Business. Only persistence, hard work and sufficient capital can rival its importance. We feel the need to state the basic values of this firm so that the basis for the decision-making is well established and understood. A great company.. l. Serves its customers well. 2. Treats people properly. 3. Operates on high principles. 4. Makes money regularly. 5. Guards the interests of stockholders and employees. 6. Knows its mission. 7. Knows its position in the marketplace. 8. Desires solid community and corporate citizenship. 9. Hires superior people and pays them well. 10. Will change course amidst changing times. 11. Has the vision to see opportunity. l2. Retains entrepreneurial spirit. l3. Has a bias for action (do it, try it, fix it). l4. Is value driven. l5. Regards people as its greatest asset. 16. Uses a lean staff, a simple form of management l7. Pushes decision-making to the lowest level. l8. Promotes deserving people, regardless of race, sex, or religion. We hereby resolve to build such a company. INITIAL CAPITALIZATION

Stock will be offered to the public at $5.00 per share until the office opens on August 1, 1986. It is our plan to raise $300,000 which will cover the start-up costs of furnishing the office, capitalizing the Registered Investment Advisor and Broker-Dealer, and funding any shortfall in operating revenues for at least one year. It is our intention to avoid borrowing monies if at all possible. We believe that it is best to pay in advance and that a debt-free status keeps monthly obligations to a minimum, thus reducing business risk and increasing profitability. We are, likewise, committed to low management incomes for all principals/planners who will continue to generate personal income from sales. Our initial price will be discounted in order to recognize the importance of several types of investors in our business. First, investors who purchase in excess of 5,000 shares are important because of our limit of 35 investors in the offering each year. Without sizeable investors, we will not be able to meet our target of raising $300,000. Additionally, investors who will also generate revenue for the business through financial services marketing provide double value for our firm. Consequently, we will offer shares at 3.50 to any major investor or producing investor. If any investor proves to be both major and producing, his price will be $2.50.

Our estimate of stock value, given recent takeover prices in the industry, would place the stock value at $5.60 after one year and $l0.67 after three years. That price would be 3.5 times book value which increases with each stock purchase. Purchases of some companies have been based not on book value but rather on gross commission income. The going price the last several years has been a dollar for dollar price. Using that figure stock value would be $l0.00 in one year, and $13.33 in three years. Financial Service Corporation, a company reforming in l978, is valued at $25 million dollars just eight years later. The potential in this business is obvious, yet there are no guarantees. This is a start-up business venture and suitable only for long-term, equity investors. It is our plan to build aggressively in several areas, but to concentrate in Pennsylvania. We see a special opportunity with a three to five year window when banks will get into our business through acquisitions as they continue to lose assets through their limited banking functions. Should a great opportunity to sell occur, we would consider it at that time. Our continued personal planning business could give us the luxury of cashing our investment and remaining in business. However, it is much more likely that we will hold our investments until retirement or pass it on to future generations. Our specific issue restricts sales to another party for one year and also limits repurchases to intrastate parties.

FINANCIAL HIGHLIGHTS * Actual Statistics as of May 30, 1987 1987 1988 1989 May '87 SALES (Millions) CAPITAL 54 M 78.1 M 100 M $80 M Commissions 2.7 M 3.4 M 5.0 M $3.5 M (GCI) Affiliate .3 M .6 M 1.0 M $.5 M Earnings Total Gross 3.0Z M 4.0 M 6.0 M $4.0 M Revenues

Net Revenue .76 M 1.01 M 1.52 M $ N/A Less Commission SALES FORCE Manpower 37 43 50 48 (Proffessionals)

Hires 10 12 14 14 Retention 90% 85% 85% 95% Average Sales $81,081 $107,500 $120,000 85 K (Per Professional)

FINANCIALS (All Numbers in Millions of Dollars) 1987 1988 1989 MAY '87

Revenue 3.0 4.0 6.0 4.0 M Net Revenue .76 1.01 1.8 N/A Retained .21 .275 .501 N/A (Profits)

Return on 70% 53.9 % 66.6 % N/A Equity

Capital Base .300 .510 .785 N/A Book Value .300 .480 .725 .300 Begining of Year Book Value 1.60 1.81 3.05 4.00 Per Share Book Value .480 .725 1.526 N/A End of Year Shares 300,000 400,000 450,000 245 K

Outstanding Value/Share $5.60 $6.34 $10.67 $14.00 (at 3.5 x book) Traditional $10.00 $10.00 $13.33 $17.00 (at 1 x Total Gross Revenue) CONTINGENCY PLANS The begining phase of most businesses phase is characterized by erratic sales Trends, fluctuating market share, increasing dependence on improving technological systems, and possible cash flow losses. We do not expect to face any of these problems because of the established nature of the planners we are hiring. However, we would be foolish to believe that we somehow were immune from such potential problems and therefore need not to plan for these eventualities. Our very first need would be to raise capital through stock purchases beyond our initial capitalization requirements to the extent of at least $100,000 to cover any initial shortfall in revenue or budget projections. This would protect us from going the way of most undercapitalized businesses - - bankruptcy. Secondly, we expect to invest heavily in state-of-the-ar technological system so that we do not face new hardware/software changes early in our business development. Stan Caterbone will devote much of his management time to this area. Priority will be given to reviewing performance against objectives on a monthly basis. All objectives will be quantifiable and measuable, and as necessary adjustments will be made and monitored accordingly. Such scrutiny of performance will allow us to constantly assess and respond to any possible shortcomings and to market needs. Our management is committed to deriving a large portion of its personal income from serving clients as opposed to relying on management income. This should preserve our cash flow and insure its growth. BIOGRAPHY OF STANLEY J. CATERBONE Stanley J. Caterbone is currently proprietor of S. J. Caterbone Associates, a Financial Planning Firm specializing in but not limited to upper income individuals. He is also president and founder of Pro Financial Group, LTD., a firm providing financial services and contractual negotiations to Professional Athletes and Agents. Stan began his career with a financial subsidiary of American

Express, IDS Financial Services. He was hired by and worked with Bob Kauffman for six months before Bob was promoted to the Florida area. Stan developed a practice centered around fee-based planning that focused on the tax aspects and concerns of individuals while they pertained to the clients investments and overall financial situation. hile at IDS, Stan was one of the leading planners in the nation to utilize fee based planning at its inception. He was one of the top producers in central Pennsylvania, and ranked number 5 in the nation in his class. He also had closed one of the biggest estate planning cases in the division. In January 1985, Stan left IDS and became independent to provide a better Product line for his clients and to escape the proprietary environment. He is very creative and has developed a strong practice among physicians. Stan has developed a variety of professional networks throughout the country With regard to the various Sports Professionals that he works with. He is currently working on a joint venture with former Chief Financial Officer and Vice President of Doubleday Publishing Company, Richard E. Madigan. He is looking to Stan to help him manage an annual income of $7 million from the 20 Professional Athletes that he currently manages. Stan has helped to develop the Central Pennsylvania Chapter of the International Association of Financial Planning, and had organized and attracted more than 100 persons to attend a dinner meeting with Alexandria Armstrong, one of the more prominent Financial Planners in the nation, who is currently the National President of the IAFP. He is also a member of the Estate Planning Council of the Institute of Certified Financial Planners. Stan is currently a Certified Contract Advisor of the National Football League Players Association and the NBA. Stan will be an Executive Vice President responsible for professional networking and marketing and some of the fiscal and negotiating functions. BIOGRAPHY OF ROBERT E. KAUFFMAN Bob Kauffman is currently the National Sales Manager, at large, for FSC Securities Corporation. FSC is a broker-dealer with a l200 planner sales force. It raised over 600 million dollars of investment capital in 1986. Bob's responsibilities include developing a company-owned distribution system whereby FSC products and services are delivered to the public-at-large through FSC Financial Service Centers. Bob is also responsible for recruiting proven financial planners throug out the nation for Financial Service Corporation. He also contributes to the strategic planning of sales for FSC Securities Corporation.. Bob began his career with a financial subsidiary of the American Express Corporation in 1976 upon his graduation from Millersville State College in Millersville, Pennsylvania. In his four years of direct selling to the public, he became the

youngest person in the company to achieve multi-million dollar production status at the age of 25. Bob then began to take on additional associates as he began to build his practice in Lancaster, Pennsylvania. In just two years, his practice had grown to l2 representatives handling over $l2 million dollars a year in annual investments and managing in excess of $60 million dollars of client monies. While building this operation, Bob continued to be the leading producer in his office and the region. Bob was then promoted to division manager of the West Coast. In that position, He tripled the size of the sales force and increased volume over 500% in a period of 2 years. His division of American Express handled over $l00 million dollars of investor monies. Bob was then asked to take over the largest operation in the southeast, located in Atlanta in l984. With over 60 financial planners, handling an excess of $200 million dollars of investor's monies, Bob again moved his territory into the top echelon of the company. With FSC since l985, Bob has opened the first three company-owned offices and now supervises an excess of 75 employees. His operations now rank 4th in all FSC related planning operations. Bob brings to Financial Management Group, Inc. l0 years of experience in the financial planning industry in both sales and sales management. He is a member of the International Association of Financial Planners and is in the process of completing the course work for Certified Financial Planners designation. Bob is a frequent speaker at both corporation and business financial planning functions and has been quoted frequently in local and national media publications. He continues to handle investments for select clients. Bob will serve as president, chairman of the board and will be the largest stockholder. His experience in managing and developing large financial service organizations will provide the leadership and expertise necessary to insure the growth we envision. BIOGRAPHY OF MICHAEL M. HARTLETT, AFP Mike Hartlett is currently an independent financial planner and heads his own local firm - - Financial Planning Consultants. Mike is a licensed securities principal and fully a licensed securities broker. He has completed the Certified Financial Planning program with the College for Financial Planning and currently holds an Associate Financial Planner designation. He will receive the Certified Financial Planner designation in February 1987. Mike began his Financial Planning career five years ago with IDS a subsidiary of American Express. During his career with IDS he was among the firm's top planners. He was on the Presidents Advisory Council for IDS in 1985 and from a field of over 5,200 IDS planners, finished among the top 66 financial planners in the country. In 1983 and 1984 he was among the

top three in IRA/Qualified Plan Production. In September, 1985 he left IDS to form his own financial planning firm. Mike has an extensive knowledge of corporate retirement plans and pension programs and has excelled in retirement planning for individuals. He conducts financial planning seminars in several large Lancaster County corporations and is active in promoting financial planning in Lancaster County. Mike currently manages in excess of $14 million in client assets. Mike is committed to delivering the highest quality planning services to his clients. He believes that personal attention and service are the key to a strong client/planner relationship. Mike will serve as Executive Vice President of Financial Management Group, Ltd. He will be in charge of operations and serve as chief financial officer. FINANCIAL MANAGEMENT GROUP, LTD. (Exhibit A) Financial Securities, Inc. ................The Broker Dealer FMG Advisory, Inc. ........................The Registered Investment Advisor Financial Services Insurance Agency .......The Insurance Agency FMG Accounting Services, Inc. .............The Accounting Firm Financial Mortgages Services, Inc. ........The Mortgage Broker Wealth Management Services, Inc. ..........The Portfolio Manager & Market Timer Financial Planning Consultants, Inc. ......The Financial Planning Firm AFFILIATE FIRMS (In House) Berger Real Estate ........................Real Estate Services O'Day & Smith .............................Legal Counsel for Business & Real Estate Shirk, Reist, Wagenseller & Shirk .........Legal Counsel for Estate Planning Lovell Associates, Inc. ...................Property & Casualty Services Pro Financial Group, Inc. .................Services for Professional Athletes

* Please note that the above firms are currently under negotiations and have given verbal commitment for affiliation.

**************************************************************** IM= 009P02.CPR DI= PAGE 2 IM= 009P03.CPR DI= PAGE 3 IM= 009P04.CPR DI= PAGE 4 IM= 009P05.CPR DI= PAGE 5 IM= 009P06.CPR DI= PAGE 6 IM= 009P07.CPR

DI= PAGE 7 IM= 009P08.CPR DI= PAGE 9 IM= 009P10.CPR DI= PAGE 10 IM= 009P11.CPR DI= PAGE 11 IM= 009P12.CPR DI= PAGE 12 IM= 009P13.CPR DI= PAGE 13 IM= 009P14.CPR DI= PAGE 14 IM= 009P15.CPR DI= PAGE 15 IM= 009P16.CPR DI= PAGE 16 IM= 009P17.CPR DI= PAGE 17 IM= 009P18.CPR DI= PAGE 18 IM= 009P19.CPR DI= PAGE 19 IM= 009P20.CPR DI= PAGE 20 **************************************************************** TI=\FMG, Ltd., RULE 144, REG D DRAFT OFFERING IM= 010P01.CPR DA= July 31, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES 3 SU= SUMMARY: Correspondence from Jeff Jamouneau of McNeese, Wallace, and Nurick, in regards to the requirments and advice to Stan Caterbone with regards to his efforts of writing the Offering Memorandum for Financial Management Group, Ltd., to raise the initial capital by way of a Regulation D, Rule 144, Private Placement Offering, registered with the Pennsylvanial Securities and Exchange Commission. IM= 010P02.CPR DI= PAGE 2 IM= 010P03.CPR DI= PAGE 3 ********************************************************************

TI=\FORM D REG 144 CORRESPONDENCE IM= 011P01.CPR DA= August 7, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Letter from Jeff Jamouneau to Stan Caterbone regarding filing procedures for the FMG Ltd, Regulation D, Rule 144 Offering Memorandum, filed with the Pennsylvania Securities Commission. IM= 011P02.CPR DI= PAGE 2 ********************************************************************

TI=\SALE OF FMG, Ltd,. STOCK IM= 012P01.CPR DA= August 11, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Letter from Jeff Jamnouneau to Stan Caterbone addressing the requirements for the actual sale of the FMG, Ltd,. stock pursuant to Section 203(d) of the Pennsylvania Securities Act of 1972 with respect to the Pennsylvania Securities Commission. IM= 012P02.CPR DI= PAGE 02

****************************************************************

TI=\OFFERING MEMORANDUM LEGAL DOCS (PA SEC)IM= 013P01.CPR DA= August 19, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Letter from Stan Caterbone to Joseph Lyden, of the Pennsylvania Securities and Exchange Commission. **************************************************************** TI=\LEGAL FEES FOR FMG, Ltd., FORMATION IM= 014P01.CPR DA= August 22, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/07/08 PA= PAGES: 1 SU= SUMMARY: Letter for the legal fees for the set up and formulation of FMG, Ltd., to Stan Caterbone from Tim Lanza, of O'Day and Smith, of Lancaster PA. Invoice also includes fees for the formation of all subsidiaries.

****************************************************************

TI=\FMG Ltd., REGISTRATION WITH PA SEC IM= 015P01.CPR DA= August 25, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Letter to the Commonwealth of PA, Department of State Corporation Bureau from attorney Tim Lanza for the registration of FMG Securities, Inc.

*************************************************************** TI=\INVOICES FOR LEGAL FEES FOR FMG FORMATION IM= 016P01.CPR DA= August 22, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Invoice for the legal fees for the formation of FMG Ltd., and its subsidiaries.

***************************************************************

TI=\FMG, Ltd., IRS EMPLOYER ID WITH PENNSYLVANIA IM= 017P01.CPR DA= August 25, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Copy of the application for Employer Identification Number to the Internal Revenue Service, from attorney Tim Lanza.

*************************************************************** TI=\REGISTERATION FOR FMG Ltd., OFFERING MEMORANDUM IM= 018P01.CPR DA= August 29, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 8 SU= SUMMARY: The final Subscription Agreement prepared by Stan Caterbone with the counsel of Jeff Jamouneau of McNeese Wallace & Nurick, of Harrisburg. Stan Caterbone prepared the Offering Memorandum and the Subscription Agreement with Jeff Jamouneau acting as advisor. IM= 018P02.CPR DI= PAGE 2 IM= 018P03.CPR DI= PAGE 3 IM= 018P04.CPR DI= PAGE 4 IM= 018P05.CPR DI= PAGE 5 IM= 018P06.CPR DI= PAGE 6 IM= 018P07.CPR DI= PAGE 7 IM= 018P08.CPR DI= PAGE 8

*************************************************************** TI=\FMG OFFERING MEMORANDUM LEGAL CORRESPONDENCE IM= 019P01.CPR DA= August 29, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Letter from attorney Jeff Jamouneau to Stan Caterbone enclosing the Subscription Agreement for the Offering Memorandum of FMG Ltd.,.

*************************************************************** TI=\LANCASTER COUNTY BAR ASSOCIATION REPLY IM= 020P01.CPR DA= September 19, 1986 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 4 SU= SUMMARY: This letter is the reply of the Lancaster Bar Association as to the question of ethics if the law firm of Shirk, Reist, Wagenseller and Shirk would formally associate with FMG, Ltd.,. Kenelm L. Shirk, Jr., was business

associate of Stan Caterbone's whom he often would confide business matters especially the start up of FMG, Ltd., IM= 020P02.CPR DI= PAGE 2 IM= 020P03.CPR DI= PAGE 3 IM= 020P04.CPR DI= PAGE 4

*************************************************************** TI=\FSC COMPUTERS REQUESTS IM= 021P01.CPR DA= November 21, 1986 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Letter requesting the return of computers that were originally in the FSC broker dealer deal.

*************************************************************** TI=\FISCHER LICENSE REQUESTIM= 022P01.CPR DA= April 29, 1987 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Letter to Hibbard Brown regarding licensing arrangement from Fred Fischer, a FMG, Ltd., recruit of Stan Caterbone

*************************************************************** TI=\TUCKER RIA LETTER IM= 022P01.CPR DA= December 31, 1986 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Letter to Thomas Tucker regarding the operations of the Registered Investment Advisor.

*************************************************************** TI=\JOB DESCRIPTION FOR FMG, Ltd., IM= 023P01.CPR DA= December 4, 1986 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Job Description of Stan Caterbone, written by Robert Kauffman.

*************************************************************** TI=\BRAVERO LETTER IM= 024P01.CPR DA= January 5, 1987 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Letter to Stan Caterbone from Jerry Braver, one of the Sattelite Offices. Letter discuss computer technologies.

*************************************************************** TI=\UMIKER WILL IM= 025P01.CPR DA= January 8, 1987 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 2 SU= SUMMARY: Letter to Stan Caterbone from Dore Valvanes, discussing certain strategies for the Estate Planning of Dr. William Umiker, of which Stan Caterbone has been providing Financial Advisory services for the past 2 years. Dr. Umiker was the mentor for Stan Caterbone, and Stan Caterbone was named the Tustee for his Estate, valued in $ millions. IM= 025P02.CPR DI= PAGE 2

*************************************************************** TI=\FMG ADVISORY RIA IM= 026P01.CPR DA= January 13, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Letter from Pual Schwartz, Acting Director, Division of Licensing, PENNSYLVANIA SECURITIES COMMISSION. The letter discusses the status with the applaction of FMG Advisory, Inc., for status of a Registered Investment Advisor. IM= 026P02.CPR DI= PAGE 2

*************************************************************** TI=\ROYER LETTER OF INTENT IM= 027P01.CPR DA= January 14, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08 PA= PAGES: 1 SU= SUMMARY: A letter from Carolyn Royer to the principals, Hartlett, Kauffman, and Caterbone. This letter was intended to provide motivation for Kauffman and Hartlett to comit to compensation and a position in the brokerage department. Caroly Royer went throuth the difficult task of passing the test for the Series #24 license, inwhich a position and salary would follow. Of course they lied. Carolyn Royer resigned several weeks later.

*************************************************************** TI=\SERIES #24 EXAMINATION REPORT OF C. ROYER IM= 028P01.CPR DA= January 15, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08 PA= PAGES: 1 SU= SUMMARY: Carolyn Royer's Series #24 Examination Score Report.

***************************************************************

TI=\INSTITUTIONAL INVESTORS SOLICITATION IM= 029P01.CPR DA= January 20, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/07/08 PA= PAGES: 2 SU= SUMMARY: Letter to Stan Caterbone from Al Dannatt, of Institutionl Investors, of Houston TX, requesting to form a formal business relationship for the mortgage banking business. All Dannatt had provided a portfolio of residential, commercial, industrial, nursing home, minihouses, hotels, mobile home parks and ACLF facilities. The mortgage packages ranged from $3 million to $500 million is size, and were as much and even more competive with at least Famrmers First Bank, Fulton Bank, and Commonwealt Bank. IM= 28.CPR PAGE 2

*************************************************************** TI=\INSTITUTIONAL INVESTORS' LOAN PORTFOLIO IM= 030P01.CPR DA= January 20, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/07/08 PA= PAGES: 1 SU= SUMMARY: Loan Portfolio and Current Rate Quotes to Stan Caterbone from Al Dannatt of Institutional Investors. Rates were more competative than most local lending institutions as well as the lending limits.

*************************************************************** TI=\HIBBARD & BROWN COMPANY -- FMG, Ltd., ACQUISITION IM= 031P01.CPR DA= January 20, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08 PA= PAGES: 2 SU= SUMMARY: Letter from Robert Kauffman to Peter Hibbard of the Broker Dealer Hibbard Brown & Co., outlining the first draft of a proposed merger and acquisition of FMG, Ltd., and Hibbard Brown & Company. "I have discussed our visit with the other two partners and the initial reactions have been favorable". IM= 031P02.CPR DI= PAGE 2

*************************************************************** TI=\FMG, Ltd., BOARD MINUTES OF 01/26/87 IM= 032P01.CPR DA= January 26, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2

SU= SUMMARY: Board Meeting of January 26, 1987. The Board votes to add 2 additional Board of Directors. Alan Loss and Bob Long are selected. IM= 032P02.CPR ID= PAGE 2

*************************************************************** TI=\HIGH ASSOCIATES Ltd. REQUEST FOR FINANCING IM= 033P01.CPR DA= February 3, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08 PA= PAGES: 1 SU= SUMMARY: At the request of Bob Long, Stan Caterbone writes to Tom Kyle, of High Associates, whom is a Board of Director of American Helix, which Stan Caterbone is partners in the "Digital" technoloyies industry. Tom Kyle had requested information of financing capabilites. High Associates is the largest real estate developer in Lancaster County.

***************************************************************TI=\ROYER -- FMG, Ltd., CONFLICT IM= 034P01.CPR DA= February 5, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Continuing efforts by Carolyn Royer to only what she was promised by Kauffman and Hartlett.

*************************************************************** TI=\FMG, Ltd., BOARD MINUTES OF 02/10/87 IM= 035P01.CPR DA= February 10, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Robert Kauffman drafts a very "agressive" letter to Carolyn Royer, and asks for input. Letter was embarassing to Stan Caterbone. FSC terminates contract with Kauffman. Kauffman had been collecting compensation from both FMG, Ltd., and FSC of Atlanta. Stan Caterbone had urged Kauffman to communicate to FSC in as early as April of 1986, that FMG, Ltd., would eventually terminate its Broker Dealer contract with FSC. Kauffman never did in order for $$$. IM= 035P02.CPR DI= PAGE 2 ************************************************************ TI=\SHENDEL REQUEST FOR FINANCING IM= 036P01.CPR DA= February 10, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08 PA= PAGES: 1 SU= SUMMARY: A letter requesting financing for several projects. Leonard Shendell is an investment banker, with several different firms, located in Dressher PA. A few projects were seriously considered. Esbestos contaminiation had ruined one deal.

************************************************************* TI=\FMG, Ltd., BOARD MINUTES OF 02/11/87

IM= 037P01.CPR DA= February 11, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Mr. Peter Hibbard is introduced by Robert Kauffman as a representative of Hibbard Brown, a broker dealer from Washington, D.C. Kauffman aggressively pursues a merger of FMG, Ltd., with Hibbard Brown. Stan Caterbone is skeptical of the deal. After decisions are made to accept deal, Stan Caterbone is dissatisfied with the performace and administration, visits with Hibbard Brown and demands the deal is rescinded. Stan Caterbone then flies to Atlanta, to do a deal with Koegler Morgan. IM= 037P02.CPR DI= PAGE 2 ************************************************************ TI=\FISHER/SPONOUGLE CO. REQUEST FOR FINANCINGIM= 038P01.CPR DA= February 13, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Martin Sponaugle of Fisher, Sponaugle Investment Group, which is the owner and landlord for 1755 Oregon Pike, headquarters for FMG, Ltd.,. Marty Sponaugle had requested finanacing for several projects. ************************************************************ TI=\BARRY SCHUTTLER RELIGIOUS ALLEGATIONS IM= 039P01.CPR DA= February 13, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Letter from Audrey, the administrative assistant for Barry Schuttler, of Barry L. Schuttler Associates, a sattelitte office of FMG, Ltd.,. Audrey will later disclose to Stan Caterbone that Pete Hibbard is also a "Born Again" Christian, along with To Turner, who as oprating the largest financial services district for IDS/America Express, was reprimanded, and eventually left to join FMG, Ltd. This information gave Stan Caterbone the real reason behind the Hibbard Brown Deal. ************************************************************ TI=\FMG, Ltd., ADVERTISEMENT IN LNP IM= 040P01.CPR DA= February 22, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Full page advertisement for the Lancaster New Era, and the Lancaster Intelligencer Journal. Displays portrait of FMG, Ltd., professionals. ************************************************************ TI=\FMG ADVISORY PA SEC RIA APP IM= 041P01.CPR

DA= February 24, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 3 SU= SUMMARY: Letter from Paul Schwatz, Acting Director, Division of Licensing of the Pennsylvania Securities Commission. The letter acknowledges reciept of the application of FMG Advisory, Inc. for the status of Registered Investment Advisor, as submitted and prepared by Stan Caterbone. IM= 041P02.CPR DI= PAGE 2 IM= 041P03.CPR DI= PAGE 3 ***************************************************************** TI=\OWNEN KUGEL AND FBI INVESTIGATION IM= 042P01.CPR DA= February 24, 1987 AT= CORRESPONDING AUDIO TRACKS: PA= PAGES: 1 SU= SUMMARY: Article in the Lancaster New Era regarding allegations of improprieties of the business activities of Owen Kugel Associates. None of the charges were substantiated and there was question regarding the merits of any investigations. FBI individuals have apparently been reprimanded for starting the investigation. The investigation eventually lead to a loss of investor confidence in Kugel, which in turned financial troubles. ************************************************************ TI=\KUGEL FINANCE REQUEST IM= 043P01.CPR DA= March 2, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/ PA= PAGES: 1 SU= SUMMARY: Letter from Owen Kugel to Stan Caterbone requesting financing for several projects estimated at $10 million in loan value. Owen Kugel was requesting both debt and equity financing. ************************************************************* TI=\FMG, Ltd., NEWS LETTER RE: TURNER IM= 044P01.CPR DA= March 24, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: FMG Newsletter that included Robert Kauffman announcing that C.T. Turner (Tom) has joined FMG, Ltd., Tom Turner operated one of the biggest branches for IDS/American Express in Minneapolis MN. Tom Turner had legal problems due to his religious overtones while conducting business. Kuaffman also announces that FMG and Hibbard Brown & Co. have reached agreement on the pending merger. Coincidentely, Robert Kauffman, Peter Hibbard, and Tom Turner are all professed "Born Again" Christians.

IM= 044P02.CPR DI= PAGE 2 ***************************************************************** TI=\FMG, Ltd., BOARD MINUTES OF 03/26/87 IM= 045P01.CPR DA= March 26, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 02 SU= SUMMARY: Board of Directors meeting discussing Hibbard Brown deal. Board agrees to meet on a regular monthly basis to facilitate the reorganization of FMG, Ltd.,. which Kauffman pursued in order to get equity and control to both Shcuttler, Hibbard, and Turner, his "Born Again" accomplices. Meetings were scheduled with Jeff Jamouneau by Stan Caterbone to discuss the reorganization. IM= 045P02.CPR DI= PAGE 2 ************************************************************ TI=\FSC VS. KAUFFMAN CONFLICT IM= 046P01.CPR DA= March 26, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Formal letter from John B. Keeble, of Financial Service Corporation (FSC) citing the contractual and fiduciary responsibilities of Robert Kauffman with respect to the recent request to terminate the licensing agreements of FMG, Ltd., and its registered representatives and to transfer the respective license agreements with Pete Hibbard's Hibbard Brown and Company. FSC will take legal action against Kauffman and FMG, Ltd, if not resolved by April 1st, 1987. IM= 046P02.CPR DI= PAGE 2 ************************************************************ TI=\J. KEEBLE (FSC) LETTER TO ALL REPS IM= 047P01.CPR DA= March 26, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 01 SU= SUMMARY: A letter to all licensed representatives of FMG, Ltd., from John B. Keeble, Pres, Don Aultman, VP, and Steve Franklin, VP of FSC, outlining legal implications of Robert Kauffman's attempt at terminating his contract and transferring all Registered Representatives Licensed Agreements to Hibbard Brown, Broker Dealer. John Keeble also enclosed the recent letter sent to Kuaffman with regards to legal action, fiduciary responsibility, and contractual obligations. ************************************************************ TI=\SEAPORT VILLAGE SYNOPSIS FOR POWER STATIONIM= 048P01.CPR

DA= March 28, 1987 AT= CORRESPONDING AUDIO TRACKS: 06/ PA= PAGES: 1 SU= SUMMARY: A description of the proposed real estate project by Tony Bongiovi and Bob Walters of Power Station Studios. Tony had requested that Stan Caterbone consider financing alternatives for the project, which included the referbishment and development of an entertainment pier along the Wildwood Boardwalk, in New Jersey. ************************************************************ TI=\KUAFFMAN LETTER TO REPS RE: FSC IM= 049P01.CPR DA= March 30, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: A letter from Robert Kauffman to all Licensed Reps of FSC, and affiliated with FMG, defending the allegations of John Keeble, and FSC, and alleviating any uncertainties with regards to transferring to Hibbard Brown and Company. ************************************************************ TI=\KUFFMAN LETTER TO J. KEEBLE OF FSCIM= 050P01.CPR DA= March 30, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: A letter from Robert Kuaffman to John Keeble of FSC, outlining his defense against FSC's legal action concerning Robert Kauffman's contractual obligations and his fiduciary responsiblities. Robert Kuaffman urges that FSC restrain from any course of legal action, because only legal representatives would make money. ************************************************************ TI=\CLIENT COMPLAINT VS. BOB LONG IM= 051P01.CPR DA= April 9, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: A formal complaint lodged against Robert Long, accountant and Board member of FMG, Ltd., by a dissatisfied client. Bradley R. Singer of Conestoga Fuels complains about the work performed by Robert Long, and alleges the performance of FMG, Ltd., in delivering it's stated products and services. ************************************************************ TI=\SONY STATISTICS DA= April 14, 1987 AT= CORRESPONDING AUDIO TRACKS:01/02/03/04/05/06/07/08

SU= STATISTICS FOR SONY DEAL Power Station l. Bon Jovi - Tony's creation 1% - $1 Million in l987 in Revenues

a. Format b. Mixing

Sold 9 million albums in 6 months 2. Power Station - High Tech Award - Last 4 Years Best in World By Peers! 3. 4 - 5 Grammys in 1987 Recorded there Steve Winwood Others: Jagger,, B. Joel, Springsteen, Diana Ross, Madonna, J. Lennon, on and on. 4. Tony - Multi Track Recording Defied Theory Designed Sound - Voyeger Produced Star Wars Album - Mixed 5. French Lick - MTV may sign

Free Promotion II. Technology 1. First Video, film, tv in digital. All first for full entertainment

2. Kodak and Mitsubish - Not till end of Decade

3. Dolby - Sony/PSDMS - $10,000 per license to any tv, film, video, etc., 4. Only mix board that will mix albums/video's

Sell to all recording and film studios $300,000 - $500,000 per console. 5. Sony spends 9% of gross revenue on R & D 9% of billions 2 = $l80,000,000 6. Put Sony 5 years ahead of strategic plan Disc players - Only 23% of consumers currently own a disc player.

First time to hear for how many? III. Film/Video

l. 23,000 theaters to sell system

2. First will sell movie and video Add French Lick

3. Top Gun - sold 9 million @ $30.00 - $60.00 per video $270,000,000 +

4. Horror International Film $20 - $60,000,000 Pay TV, Cable, TV -- ?

IV. Commercial - 180 Sec Commentary

Sony - $4,000,000 - $8,000,000 for commercial Visa Demonstration $2 Million - $6 Million Pepsi Paid $8,000,000 60 Second in front of "Top Gun" video.

V. Merchandise - Private Label

Power Station Beach Line In movie, free by original designer and owner - "Hang Ten" swim

wear Power Station Electronics Line/Sony Best recording in world - is it good? Beach Accessories Promotion in movie, video, TV Sell all of above Video - Mail Order, Stores

VI. Sony l. Needs help

a. Low profits b. Beta Bust

2. Best name electronics Manufacture

3. Film and video distribution (new)

4. Willing to work together a. Share tech b. Joint venture c. Horizontal distribution

5. Horror Elements and P/S name already international

Deal would involve: l. Retail electronics division 2. Professional electronic 3. Film distribution 4. Video distribution

Star Wars - "STAR WARS BY LUCASFILM, Ltd., -- $2 Billion in 10 years

30% - 50% = $600,000,000 Tony said 50/50 All costs - $4 Million New - Film studio?/with Sony Deal worth 100,000,000 Now?? Would Kodak or Mitsubish like deal?

Will Sony let this deal go to competition? No - Beta BUST!

PERFECT ENDING: Profits and Respect Creation - 4/11/87

11:00 - 1:00 a.m.

Stan 98% 1% Scott - Call Ron Gell

Research Sony 1% Marcia - Sony give 4 million Raise 15 Million Call Head of video distribution Merchandising - Hang Ten Off/Kodak /Sony Difference test visa add in **************************************************************

TI=\KAUFFMAN CONGRATS TO S. CATERBONE IM= 052P01.CPR DA= April 13, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/ PA= PAGES: 1 SU= SUMMARY: Congratulations letter from Robert Kauffman to Stan Caterbone on his commissions of $86,466.11 for the fiscal year ended March 30, 1987. FMG, Ltd, had accumulated $815,000 om Gross Commission Income (GCI) for the first quarter, which can be extrapolated to approximately $3,260,000 in annualized commissions. Historical statistics indicate that financial services companies are often valued at One (1) times GCI or $3,260,000 by Industry standards. This would value the 250,000 of stock at $13.00 per share. ************************************************************ TI=\BOARD INVITATION TO SATTELITE DIRECTORS IM= 053P01.CPR DA= April 14, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Letter from Robert Kauffman to the Sattelite affiliates of FMG, Ltd., inviting them to the Board of Directors Meeting to be held at Dempsey's Restaurant, Lancaster, on May 5, 1987. Agenda includes update of FMG, Ltd., Profit Participation Plan, Restructure of FMG, Ltd, to include national expansion, and private syndications. ************************************************************ TI=\FMG ADVISORY BILLING IM= 054P01.CPR DA= April 21, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 1 SU= SUMMARY: Memo to all affiliated persons of FMG, Ltd,. regarding the billing procedures for the Registered Investment Advisor, FMG Advisory, Inc., which Stan Caterbone is President, and for FMG Accounting, of which Stan Caterbone is responsible for the daily operations. ************************************************************ TI=\FMG, Ltd., NEWLETTER 04/14/87 IM= 055P01.CPR DA= April 14, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08

PA= PAGES: 3 SU= SUMMARY: A FMG, Ltd, Newsletter to all affiliates of FMG, Ltd., Stan Caterbone updates his activities and the status of the following: Insurance carriers and business; Registered Investment Advisor, Retirement Planning Computer Analysis; Bennet Williams Real Estate Project and Syndication; Mortgage Banking Activities and the Availability of Financing and Loan Packages with a range of $3 million to $500 million and competive rates IM= 055P02.CPR DI= PAGE 2 IM= 055P03.CPR DI= PAGE 3 ************************************************************ TI=\FMG, Ltd., BOARD MINUTES OF 04/16/87 IM= 056P01.CPR DA= April 16, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04/07/08 PA= PAGES: 2 SU= SUMMARY: Board of Directors Meeting held at the offices of McNeese, Wallace, & Nurick, Harrisburg PA. The agenda was the restructure and reorganization of FMG, Ltd,. with specific regards to Pete Hibbard, Barry Schuttler, and Tom Turner ("BORN AGAIN"). Shareholder vote within next 30 days for the following: Formation of FMG National Inc.,; Directors Liability; Exemption of By Laws of Above; Closing Current Offering Memorandum; a 5:1 Stock Split. 01 IM= 056P02.CPR DI= PAGE 2 ************************************************************ TI=\USEPPA PROJECT CORRESPONDENCE IM= 058P01.CPR DA= April 29, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/04//07/08 PA= PAGES: 1 SU= SUMMARY: Letter from John Klemish regarding real estate investment on Useppa Island, Pinnland, FL. ************************************************************ TI=\MAY 2, 1987 FMG, Ltd., MEMO TRANSCRIPT BY S. CATERBONE DA= MAY 2, 1987 AT= CORRESPONDING AUDIO TRACKS: 01/02/03/04/05/06/07/08

SU= {THE FOLLOWING IS THE AUTHENTIC TRANSCRIPT AS TRANSCRIPED BY LYNN KREIDER OF FMG, Ltd., ON OR ABOUT MAY 10, 1987.}

The purpose of this document is to recollect all activities that I've been involved within Financial Planning and the formation of Financial Management Group, to verify and document some of the activities that I've been involved in to date.

I'm afraid that as we go further and further there will be a need for such information especially with what has happened this past week with our corporate officers and board. First I would like to begin back in the very beginning so that the full scope of our activities seem to fit into one place and also so that some of the issues that have come up are tied into what has happened up to this point. First of all, I started in the Financial Planning Industry back in 1982. After getting out of the contracting business I took six weeks and traveled across the country and came back and decided to get into the financial services industry. Being that several relatives have had dealings with IDS, Investors Diversified Services, I called the local branch in Rohrerstown upon finding the manager named Robert Kauffman. Bob spent some time with me, decided he wished to hire me, and that began the process. I was actually licensed in 1982 for securities and life and was put under the management of Bob Kauffman. Shortly thereafter, I would say probably in June or July, Bob was promoted and took a division in Tampa, Florida. Myself and three or four other individuals who were under management decided that we wanted to form a group together so we talked to another district manager, Steven H. and decided that, if he would allow, we would like to put an office together with him. At this time we did not have an office and he was working out of a small office in Millersville. The people who were with me was myself, Mike Hartlett and Alan Loss. The three of us were very, very large producers, especially Mike and Alan. The three of us were probably larger than Steve's district at that time, so at that point we located an office at 255 Butler Avenue, we walked under Steven H. district which increased his income by at least 30% to 40% upon that transaction. After being involved in the business I decided that financial planning should be more objective and fee based, so I became one of the larger fee producers using fees as well as commission income. At about the same time, I became involved in the International Association of Financial Planners. At that time the local chapter was just being formed and I volunteered my services to help on the board. Members of the board, at that time, was just being formed and headed by John Herr. I became executive vice president and virtually helped run the chapter and helped build it to its largest membership. That gave me the opportunity to meet other people, broaden my horizons and education as far as the financial planning industry and just how the independent planners fit into the stream of the industry. I had quite a bit of activity and did alot for the local chapter and became very involved. Over the next several years I made a very good living. I was never a very big producer, although one of the bigger ones in the Harrisburg division. But I was not the biggest, but the premier fee producer for the division and was one of the leading in the country at that time. I shortly became knowledgeable of the other products available in the financial services industry and learned very quickly that it was

virtually impossible to have one company manufacture and produce competitive products across the line. At this time I was setting up a dinner meeting for the IFP that was going to showcase Alexandra Armstrong who was one of the premier planners in the country. She was very visible and very widely known. I set up a dinner meeting for her which attracted close of one hundred professionals and other people to attend. This was four or five times larger that any other meeting the chapter had ever had. After the meeting I was involved in a discussion with Alex regarding the financial planning industry and my aspirations of what was outside of a propriety environment. I told her that I was thinking of making a move and asked her if she had any suggestions of who to speak to. At this point in time, we were all in Butler Avenue and Bob Kauffman was in Georgia, running a division of IDS back there. He, at this time, had become one of the largest divisional managers and had shown very high productive recruiting skills. He was running one the largest shops in the South East and was becoming very profitable for IDS. Alex suggested that I call a gentlemen by the name of John Keeble who was then president of Financial Services Corp. a broker/dealer based in Atlanta, Georgia. At this time Bob Kauffman was probably, as unfamiliar if not more unfamiliar, of the independent environment available to the Financial Services Industry. Specifically Financial Planners. I phoned Bob and told him that I was going to look and see what else was "out there." Before this time, a couple months prior, I attended a career conference in Florida with IDS. At one point I was in a room with Bob Kauffman and Tom Turner, who was the biggest divisional manager at this time with IDS. I began to discuss my dissatisfaction with the company and the way that they operate and I suggested to them that it probably would not be too difficult to duplicate an organization instead of being built around a proprietary system built solely around a non-proprietary product. At the time they both looked at me and I don't remember if they laughed, but the idea really didn't really interest them, and it just rolled off their shoulders. Right after this meeting is when I had the dinner meeting with Alex and I set up the meeting in Atlanta. As I usually did, I always looked at Bob Kauffman as my mentor. He virtually took me off the streets and showed me a way to produce money in a way that I never dreamed I could produce. I always respected Bob as a very good salesman, seeming to have a very high financial intellect and I looked up to him as he taught me alot. So I got on the phone and told him I was going to visit an independent planner in Atlanta. At this time, Bob was becoming dissatisfied with the management of IDS and was not very happy with the way they were using him to build areas. When the areas would become profitable to him they would move him to another distressed area to be built up. So he was doing all the work and IDS was making all the money because they would put in a manager for less money and so on and so forth. Bob then told me that he may be willing to go into the meeting with me under the assumption that I did not tell them who he was or who he was with. I called John Keeble and told him I wanted to come down

and visit him, being referred by Alex and he was very nice over the phone, giving me a cordial invitation to come down and actually had me set up the meeting with Ray Smith who was one of the sales managers. I set up a two day meeting with myself and this anonymous person, Bob Kauffman. We spent two days at FSC and what essentially happened is that they became infatuated with Bob's recruiting skills. On the spot they offered Bob a position within the company as far as recruiting and head of sales management of FSC. I resigned from IDS January 1985. Bob remained at IDS and from October to March was negotiating his position and pay and his compensation with FSC. By March he actually decided to resign from IDS and he was absorbed into the corporate structure of FSC. January 1st I resigned from IDS. I was upstairs with Mike Hartlett, sharing an office space and the rest of district with Alan Loss was still downstairs. At this time, I began to build my independent practice of Financial Planning. Basically I took 95% of my clients from IDS and began working with them. Bob began working in the national recruiting for FSC and started attracting IDS people to FSC. By the Fall of 1985 I had became disappointed with my business life, not learning enough, lonely being independent and I became frustrated. I knew that no one in Lancaster was doing a very high quality service regarding Financial Planning and Financial Services. To me, Lancaster seemed to be a highly attractive market with alot of wealth being spread out among alot of different players. No one was being creative regarding their efforts it was just three or four brokerage houses, insurance agents, banks and independent planners but no one had a very strong position or dominance in the financial services industry.

I visited with Bob Kauffman in the Fall of 1985 as I usually did every couple months and told him I wished to do something else. At that time he asked me if I wanted to come down to Atlanta and help him work on the concept of company owned shops. When I was down there, he mentioned several positions in the corporation that I may be interested in and he set up a meeting with me and Steve Franklin. Steve apparently needed someone to manage his national sales office so being down there I spoke to him, just to verify what was available. At this meeting, Steve Franklin more of less indicated that I was a "burned out salesman" who was just looking for a place to go. Nothing ever happened and I left the meeting with very little respect for Steve Franklin. Bob offered me a position within his company owned store, writing cases doing plans, doing some other things. That was early October. For the next three or four weeks I prepared myself, reluctantly, for the transition and moved to Atlanta and tried to maintain clients up here as well, and pursue whatever Bob was doing down in Atlanta. As time went on I felt I really didn't wish to move away from the area and that maybe the opportunity down there wasn't what I thought it was, or wasn't what Bob said it was.

On November 27 or 28 of 1985, I had a meeting with Bob Kauffman and Mike Hartlett at Morton's Restaurant on the Rohrerstown Road, Lancaster, PA. The purpose of the meeting was to find out if we could collectively put together something in Lancaster with regards to financial planning. I would say that meeting was more of an effort on

my part than anyone especially Mike Hartlett. Mike was, at this time, also independent, left IDS and followed me to FSC along with Bob. The meeting was on the morning at 9:00 a.m. and we discussed what options we had as far as putting something together in Lancaster. I guess the basic reason for the meeting was to see if Mike Hartlett wished to do something together with us. At this time I was operating my practice, Mike was operating his practice, and the only thing we had in common was a reception room adjoining our offices. At this time Bob saw that if we could put something together in Lancaster he could probably fulfill some of his recruiting requirements, giving him a place to actually recruit people to rather than using FSC in Atlanta. So that began the process of putting together a shop in Lancaster and Central PA. I began to recruit from that point forward into our so called planning firm. At this time the planning firm was going to be comprised of financial planners. Some of the first people that I talked to was Mona Rishel, Dick Sherbahn, and Bob Long. I spoke to other planners about joining our firm and then I got the idea of adding other professionals mainly legal, accounting, real estate and maybe insurance. It was then that I got the idea for the one stop financial firm. To me it seemed apparent that it was important to have all the individuals working together collectively to manage one financial affairs. It didn't seem that difficult to accomplish that if you had the right individuals willing to take the risk of attempting such a project and who had the clientele where they didn't have to rely on attracting new clientele. Well, one thing led to another and we soon began to recruit and attract new and sizable group of individuals. I probably was responsible for recruiting 90% of the local people and outside people, Mike was working with Rick Volpe in Philadelphia who he worked with at IDS, and a host of others. The initial core was myself, Mike, Mona, Dick Sherbahn. At this time I ran into Scott Robertson at the Three Mile House who was working with Asset Management. I expressed the idea to him and he became interested and became one of our people. I also talked to Carolyn Royer who was with Pru Bache and she was interested in joining. By February we had a fairly large group of people who were willing to commit. First thing we had to do was find facilities and Mike found the place available at the Oregon Pike location which was just under construction. At first we were looking for 2,000 square feet to house four or five individuals. At this time I talked to Tim Lanza, people at -----------the legal firm, and Danny Berger as far as doing something with real estate. It was supposed to be an operation financed and supported by FSC. From December until May FSC was promising fund to finance the operation. We needed start up funds for furniture, computer systems, salaries for myself and Mike for managing the operation. What happened during this time was that FSC was constantly promising us financing and we had yet to receive any actual money and the invoices submitted were never paid by FSC. Bob Kauffman was the liaison and apparently was being directed by Steve Franklin and John Keeble. From what I have learned over the past several years was that they never really intended to finance the operation but they were stringing us along and using us to recruit

other people to the operation. After we recruited ten or more people it became apparent that Mike or myself did not have the managing skills required to manage such an operation. We also learned we lost our financial backing, so we had to figure out what to do with financing. At this time we decided to raise the capital ourselves, finance the operation ourselves with equity we raised through the planners. And essentially we learned that no one in the industry, or very few actually own their own business but are only a distribution for a financial product. We all have seen broker/dealers being bought and sold for very sizable amounts of money, usually in the vicinity of $l of equity for $l of gross commission income. We began to see that we were seeing anywhere from $l million of gross commission income per year with the group that we had. In the group was Ken Ray and some very creative and talented people. Throughout our meetings and discussions which were very long, durable and tiresome. From December to May I probably spent every other evening with Bob in Atlanta trying to put this deal together.

Let me go over a couple of other things that had happened up to that time that I'd like mentioned in this document, before I forget. Back in the summer of l985, I was contacted by John Philips from Blue Ball National Bank. Because of my visibility with the local chapter of the IFP John wanted to call me and look at the options of Blue Ball National Bank become involved in Financial Planning. John called a meeting with me and I believe he was looking for someone to head a Financial department with inside Blue Ball National Bank or contract with someone outside. I had l-l/2 hour with John and his subordinate, whom I can't remember his name, I believe it was Joe. He was the vice president of the trust department, I believe. Anyway after the meeting they did not have the faith or the confidence that I was the right person or they didn't believe that this was really what they wanted to do. But I have never heard from them since. Fall of l985, before our initial meeting, after I decided that I was not going g to relocate in Atlanta, I began to look for other options in Lancaster. One of those were that a couple people put me in touch with several banks. One was Joe S. with Commonwealth National Bank and another was Meridian Bank. Both of those individuals received phone calls from people I did business with stating that I was looking for something and asking that they give me an interview. None of them would even give me an interview. I received a letter from Commonwealth stating that they had no positions open at this time, but they would keep my name on file. From Meridian, I don't believe I even received a letter. This is one of the reasons that I don't have very much respect for banks, or people who work in banks. I don't wish to dwell into this subject, but because of several of these episodes I just don't have much respect for bankers, or banks what so ever. During this time that I was looking for something to do, I had a meeting with Owen K. Owen K. was looking for someone to raise his equity for his rehab projects and his syndications. I had one meeting with Owen and one with Ed Pontius and apparently they hired someone who

essentially what happened is that Owen ran into alot of trouble and a few months ago I was given Owen's name and he wanted me to raise both debt and equity for him. Whereas one year ago he wouldn't even continue any conversations with me. I believe this gives you an indication that a lot of the people in this community are very close minded and narrow minded and unless you are a member of the Country Club or the Hamilton Club, or unless you come from a family of wealth, you don't receive very much attention or consideration and you are really just another person on the street. Most of the people in this community whom I am referring to do not have the business savy to be able to detect opportunity when they see it. I would like to talk about the division of labor between me, Mike and Bob before I get to far into this. First of all, I was probably the mediator or negotiator with putting the deal together. I was the middle man. I was in touch with Bob and Mike and those two were not in very close communication with each other. I was also giving Bob the conceptional outline for the project and he was in Atlanta finding the details, such as financial planning software. What I soon learned was that because of Bob's management capabilities and because he has been in management for so very long he really didn't have the technological expertise about the business. His expertise came from other people so it was always second and third hand and essentially what happened with alot of the issues I had to go back and retrace and research myself trying to get the accurate information as it was second and third hand before it got to Bob Kauffman's hands. The division of labor was that Bob was to be the president of the organization - he was to be the manager. Mike was going to be the chief financial officer, and help with a little recruiting and help with the staff. I was going to help negotiate, recruit - I guess I was intended to be alot of things. However, I can't remember precisely what at this time, but I virtually had my hands in all area. One of the things that I recognized early on was the necessity to have Bob Kauffman actually come here and manage. When we started, Bob was supposed to stay in Atlanta but when we started to get into substantial size, I would not or could manage and I don't believe Mike could. The only way I would do the deal is if Bob came up here and managed. Bob was going to be president and in the negotiations it was very difficult because both Bob and Mike didn't want the other getting more than themselves.

I was always in the middle always giving more than getting and what ended up is for Bob to come up here he had to have more; he had to be president. With three people involved, I agreed on this because to get three people to agree on issues is almost impossible. You need one person to make decisions, and we decided to allow Bob to have this capability. Bob was going to receive 60,000 shares, I was to receive 40,000 shares and Mike was to receive 40,000. Also, Mike and I were to receive $3,000 per month and Bob $5,000 per month. Bob and I had a deal as I did not believe he should have more of the company than I because I put it together. We had an agreement whereby I could buy 10,000 shares of his 20,000 at anytime at cost so we would both have 50,000 shares. I had papers drawn up to that, however, when we began to have problems, I left things drop by the wayside. Back in February 1986, I became good friends with Mary Lynn

DiPaolo, Kevin's sister and Mike's wife. We were always good friends, but back then when Kevin left, we became very close because I spent alot of time with them. Mary Lynn was at the time, 30 years old with three children, and she was always very tied down with