Serious Cybernetix Corporation

NØTscape Certified™

Day Books: October 30, 1993 (Freeman Lake)

Dennette Arthur Harrod, Jr, a citizen of the United States of America, born in Washington, D.C. on the 17th day of February in the year 1950, and assigned the Social Security Number 577-68-6450, hereafter called the principal, deposes and says:

(1) that in the year 1974, in the State of New York, the principal did operate a photographic business called "LUMINSCRIPT, LTD." as a sole proprietorship under the descriptive banner "Photography & Graphic Services," and that he did file income tax statements and swear to be "doing business as" that name with both the State of New York and the Federal governments, and

(2) that since the year 1983, in the State of Michigan and the Commonwealth of Massachusetts, the principal has operated a computer software business called "WiZ WORX" as a sole proprietorship under the descriptive banner "Software Imagineering," and that he has filed both State and Federal income tax statements with the respective governments as doing business under that name, and

(3) that the principal now intends to form a corporation called "SERIOUS CYBERNETIX CORPORATION" from now on called the corporation, for the purposes of having the corporation assume the fiduciary responsibilities for the business activities known as "LUMINSCRIPT, LTD." and "WiZ WORX," under the descriptive banner "Publisher of Multimedia CD Titles," originally to be those photographic and literary works authored by the principal, and

(4) that the corporation's first order of business shall be to obtain a Registered Trademark from the U.S. Patent and Trademark Office for the phrase, "WiZ WORX - THE SOURCE FOR IGES TOOLS," that has been in use since 1988 to promote the business of "WiZ WORX".

and

(5) that as its next order of business, the corporation shall attempt to obtain a Registered Trademark from the U.S. Patent and Trademark office for the phrase, "SHARE & ENJOY!", that has been in use since 1988 to promote the business of "WiZ WORX," and

(6) that as its next order of business, the corporation shall attempt to obtain a Registered Trademark from the U.S. Patent and Trademark office for the name, "LUMINSCRIPT, LTD.", that has been in use since 1974 to promote the business of "LUMINSCRIPT, LTD.",

and

(7) That the corporation shall be the administrator of a financial escrow account established to collect funds from the sale of photographs of people with whom the principal has a contractual obligation to provide royalties on the sale of said photograph(s), said escrow account being required by the lack of a knowledge as to the current whereabouts of said models, and

(8) That the corporation shall use the escrow account to resolve any claim by a model that they have been insufficiently compensated by the publication of said photograph(s), or any lack of properly documented permission to publish said photographs and identify them by name as the model, to the extent that such compensation shall not exceed balance of the escrow account as regulated by the formula of twenty-five percent of all net profits that shall accrue in perpetuity, and

(9) That the corporation shall undertake the fiducial and business responsibilities of obtaining copyrights for and publishing the literary/photographic arts of the principal on multi-media compact disks, and

(10) That the purpose of this Deposition of Intent is to establish the prinicpal's claim of prior ownership to the trademarks mentioned above, should such claim be contested, and to establish the principal's intention to provide fair compensattion to models photographed twenty years prior to the date of this deposition, and

(10) That a duly notarized copy of this Deposition of Intent shall on or about the day of signature be placed in a sealed envelope and sent by Registered/Certified Mail to the principal at his current business address, which is 60 THOREAU STREET, SUITE 320, CONCORD, MA 01742, which is the address of record for the principal doing business as "WiZ WORX."

Beyond this, deponent sayeth nought.

-=DAH=- (30-Oct-93)

Day Books: September 5, 1996 (Freeman Lake)

That is all I have to say. -=DAH=-