Greg

By internetnews.com Staff | September 11, 1998

Enhanced Services Company Inc. said that it has completed the acquisition of the assets of
Zulu-tek Inc., in a transaction valued at approximately $30 million in convertible and
redeemable preferred shares of Enhanced.

The convertible preferred shares of Enhanced Services issued to Zulu-tek will be
converted to common shares and distributed to Zulu's shareholders promptly after the
stockholders' meeting and regulatory approval and registration, the company said. After
the conversion of the preferred shares, Enhanced will have approximately 15,500,000
common shares outstanding.

Zulu-tek is the outfit that acquired SOFTBANK Interactive Marketing, prompting a
lawsuit by former execs against SOFTBANK's parent companies claiming they essentially
ran the company into the ground. Zulu-tek continues to operate the ad network under the
new name.

"This acquisition, combined with the pending acquisition of eCommerce Inc., will provide
a unique combination of companies that will focus on fulfilling a significant need in the
Internet market place: a quality 'one-stop' solution for companies that want to generate
commerce on the Internet, said Roger Mincheff, Enhanced Services' president, in a
statement. "Currently, companies are realizing that in order to remain competitive in this
environment, they have to effectively combine technology with e-commerce and
interactive advertising: we will provide all three. In support of this strategy, we are
reporting that Enhanced Services and Zulu-tek combined gross sales for July reached
$1.46 million."

Enhanced also said it has selected Sitrick & Company as its investor relations firm.

______________________________________________
Zulu-Tek Changes Story on Acquisition

Scott Kirsner | Also by this reporter Page 1 of 1

05:02 AM Mar. 09, 1998 PT

Internet advertising company Zulu-Tek backpedaled last week on a November
announcement that it had acquired a small tech firm - a deal that had been named in online
stock discussions as a potential reason for investing in Zulu-Tek's over-the-counter stock.

Instead of the reported US$3 million cash and stock transaction, Zulu-Tek is now claiming
a partnership with Universal Commerce, a two-person, e-commerce technology company.
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"ZULU-tek Inc. (OTC Bulletin Board: NETZ) said today it has rescinded its previously
announced acquisition of Universal Commerce Inc. ('UC') and has entered into a strategic
relationship with UC and its principals," said the release, which went over the wire late
Thursday.

The initial release, circulated four months ago, had hyped the potential of combining
Universal Commerce's transaction software, used on the RegNow shareware registration
site, with the purported TV-quality Internet ads made possible by Zulu-Tek's echoMedia
subsidiary. It did not, however, specify how the e-commerce and Web commercial-making
technologies could be jointly applied or to what purpose.

The release, which forecast 1998 revenues for Universal Commerce of $13 million, was
carried by the Dow Jones and Knight-Ridder business wires, as well as the Providence
Journal-Bulletin and CMP's TechWeb site.

Shortly after the November announcement was made, Matt Gregg, an investor who
participates in the Silicon Investor forum, posted a message touting Zulu-Tek as a good
investment based on the projected revenues of Universal Commerce and echoMedia.

"... This company is poised to become the largest Web advertising software specialist on
the planet," he wrote.

In the four months since the announced acquisition of Universal Commerce, Zulu-Tek
bought itself a big name in Internet advertising with its announced acquisition of the online
ad sales firm Softbank Interactive Marketing, but it issued no press release to indicate that
the deal with Universal Commerce had, in fact, stalled.

As recently as Thursday, echoMedia president Thomas Burgess responded to a question
about the status of Universal Commerce with: "I think we do own them, but I'm not sure."

Then on Friday Burgess indicated that the company’s decision to clear things up in a press
release had been prompted by interviews Wired News conducted this week with Burgess
and the principals of Universal Commerce - who made it quite clear that their company
had not been acquired.

"We weren't trying to deceive anyone, we've just been busy," Burgess said about the
company’s failure to rescind its original acquisition claim before this week. "Between [a
conversation yesterday with Wired News] and emails from investors, we decided [on
Thursday] that we should clarify the situation with Universal Commerce."

In at least two previous instances Zulu-Tek - under its former name of NetMaster Group -
has issued inaccurate press releases.

One, heralding a deal with tech powerhouse Digital Equipment Corp. last year, was
corrected immediately, at Digital’s request. The correction clarified that the deal was
actually with the Personal Search product of its AltaVista subsidiary. AltaVista now says
the technology promised from Zulu-Tek’s echoMedia subsidiary has yet to be delivered.
Another deal touted last year with Bellcore, which turned out to be with Bellcore's Soliant
Internet Systems, has since fallen through.

However, no releases have rescinded Zulu-Tek’s announcements of those deals.

Speaking generally about how public announcements should be handled, former SEC
commissioner Steven Wallman said: "As a rule, if there's a press release that a company
issues that turns out to be wrong, the duty arises at the moment that the correct
information is known to apprise the market of it. The market can't be left with a
continuing misimpression. You have a duty to update."

Gregg, the investor who originally plugged Zulu-Tek based on the November release,
spoke with echoMedia president Burgess earlier this year at the company's Newport,
Rhode Island offices. He said that while he mentioned Universal Commerce "five or six
times," Burgess made no attempt to inform him that Zulu-Tek didn't, in fact, own the
company.

"I don't see it as an intent to deceive," Universal Commerce founder Charles Rose said on
Thursday, before the release announcing the partnership appeared. "The whole intent was
to give commerce to [Zulu-Tek]. We're still working together, and are waiting to
announce the relationship."

In addition to starting Universal Commerce, Rose was, along with Burgess, one of the
three founders of echoMedia, and has been working at the Los Angeles office of
Zulu-Tek/Softbank Interactive Marketing as a consultant.

Rose and Ben Reser, the other employee of Universal Commerce, said they were not
given the opportunity to review the November press release that announced their
company’s acquisition by Zulu-Tek - then known as Netmaster Group. "I honestly don't
know where the release came from," says Rose.

Sources close to the Universal Commerce "acquisition" say that it was engineered - then
nixed - by Australian financier Pattinson Hayton, who has been named as an investor in
and deal-doer for Zulu-Tek.

One source said that after announcing the purchase, Hayton decided that he was unhappy
with a budget that Universal Commerce submitted, and backed out of the deal.

Later, according to this source, Hayton attempted to buy just the name, and not the assets,
of Universal. But the company's two founders refused upon receiving legal advice - they
feared being held liable for anything that Zulu-Tek did with the Universal Commerce
name.

Gregg, who is a student as well as an over-the-counter investor, was less than enthused to
see Thursday's release announcing that Zulu-Tek did not, in fact, own Universal.

"I was shocked when I found out," he says. As a result, he liquidated his position in the
company.

Gregg puts it simply: "They're not very good at keeping the investors informed."