Peter A. Sokoloff & Co.Specializing in Mergers and Acquisitions of Security and

Telecommunications Companies.Peter A. Sokoloff & Co.

550 North Brand Blvd. Suite 1650 Glendale, CA 91203(818) 547-4500, fax (818) 547-4388 e-mail: psokoloff@sokoloffco.com

Sokoloff & Company's mission is to provide intelligent, capable and timely

advisory services to its clients, serving as a catalyst for healthy corporate growth by

bringing together value-added financial and industry partnerships.

Corporate Mission Statement

About Sokoloff & Co.

T h i s n o t ic e a p p e a r s a s a m a t t e r o f r e c o r d o n ly .

T h e u n d e r s i g n e d a d v i s e d M a r t i n G r o u p .

P e te r A . S o k o lo ff & C o .

Th e Le a d e r in O S S M e rg e rs a n d A c q u isitio n s a lim it e d lia b ilit y o rg a n iz a t io n

5 5 0 N o rt h B ra n d B lv d . S u it e 1 6 5 0 G le n d a le , C A 9 1 2 0 3 ( 8 1 8 ) 5 4 7 - 4 5 0 0 , fa x ( 8 1 8 ) 5 4 7 - 4 3 8 8 w w w . s o k o lo ff c o . c o m

T h e On e So u r ce

H a s b e e n a c q u i r e d b y

$10,000,000 Senior Secured Term

Notes and Warrants

The undersigned advised Wirelesslines and placed the notes and warrants with MCG.

Peter A. Sokoloff & Co. A limited liability organization

2006 Ashington Drive G lendale, CA 91206

This notice appears as a matter of record only.

• 23 Years Investment Banking Experience• Leading Specialized Sector M & A Firm

About Peter A. Sokoloff & Company

Sokoloff & Company is an investment banking firm specializing in Telecommunications and Security mergers, acquisitions, debt and equity placements. Its founder, Peter A. Sokoloff has some 23 years of investment banking experience. Before founding Sokoloff & Co. in 1997, Mr. Sokoloff was co-founder, Executive Vice President and COO of investment banking firm, Cable Investments, Inc.. During a ten year period, Mr. Sokoloff successfully led the firm and its 22 employees through the completion of over $1 billion of debt, equity, acquisition and merger transactions.

Pete Sokoloff began his investment banking career in 1980, working for Bill Daniels, known as the “father of cable television.” Mr. Daniels’ investment banking firm, Daniels and Associates has been a leading investment banking house serving the telecommunications field. Mr. Sokoloff provided financial analysis and developed the support infrastructure for the investment banking and brokerage organization. While with Daniels, he also assisted The Centennial Fund, which today is the largest Rocky Mountain venture capital organization, in raising its first fund’s capital.

Mr. Sokoloff has advised and consulted with many major companies in the telecommunications field, including Time-Warner, TCI, McCaw Communications, U.S. West, Comcast Corp., Cox Communications, Century Telephone and many other firms serving the cable television, wireless and telephone industries. He has served as an appraiser and expert witness regarding telecommunications valuations for numerous clients ranging from the Internal Revenue Service to Paul Kagan Associates.

Stock (000s) (000s) (000s) (000s)

Price Market Cap 2001 TTM 3rd Q 02 3rd Q 02 %

Rank* Company Symbol 1/15/2003 1/15/2003 Revenue Revenue Revenue Incr/decr P/S P/E EVM

1 Gentex Corporation GNTX 29.25 2,225,135 310,305 367,600 101,516 37.0% 6.09 28.52 17.682 Digimarc Corporation DMRC 13.16 230,625 14,878 69,700 26,514 765.0% 3.48 NA NA3 Visage Technology, Inc VISG 4.95 100,134 26,280 30,500 8,109 32.6% 3.03 NA NA4 Identix Incorporated IDNX 4.76 404,795 73,190 81,500 25,062 49.5% 3.02 NA NA5 Invision Technologies INVN 28.81 487,696 74,331 241,700 117,060 614.0% 2.56 12.53 5.896 Diversified Security Solutions, Inc. DVS 6.99 35,915 11,929 16,600 5,580 160.0% 1.89 83.13 23.437 Fargo Electronics, Inc. FRGO 8.05 99,345 60,963 62,900 17,817 15.2% 1.55 18.27 9.898 Diebold DBD 41.73 3,007,648 1,760,297 1,920,000 529,799 19.2% 1.54 23.23 12.649 Engineered Support Systems Inc. EASI 37.62 594,020 372,112 389,765 106,599 16.7% 1.51 22.35 12.7210 Armor Holdings, Inc. AH 14.5 427,127 247,366 327,118 80,557 9.2% 1.39 24.08 11.0311 Magal Security Systems Ltd. MAGS 5.51 42,402 41,020 40,500 9,485 -10.3% 1.07 18.41 15.1412 Napco Security Systems, Inc NSSC 10 34,380 55,836 57,500 11,725 16.3% 1.02 22.07 17.5113 ADT Security Services Inc. TYC 17.9 35,726,413 34,036,600 35,700,000 9,256,400 8.7% 1.02 NA 70.7414 ManTech International MANT 19.24 510,264 431,436 472,900 130,425 23.6% 0.97 22.38 13.4615 Honeywell HON 25.27 20,747,959 23,652,000 22,300,000 5,569,000 -3.8% 0.93 15.14 9.7616 Silent Witness Enterprises Ltd SILW 3.95 30,213 37,735 38,500 9,873 58.4% 0.78 24.87 7.3917 Ingersoll Rand IR 42.69 7,222,593 9,682,000 9,970,000 2,518,100 6.0% 0.73 19.26 10.3018 Titan Corporation TTN 12.25 955,770 1,103,040 1,340,000 352,819 28.7% 0.65 NA 14.9519 Checkpoint Systems, Inc CKP 10.76 349,840 658,535 640,500 158,800 2.2% 0.6 42.44 8.4520 Veridian VNX 19.99 659,690 690,225 742,600 191,795 11.2% 0.58 NA 15.2821 FirstService FSRV 16.5 228,806 512,689 526,900 145,209 3.4% 0.47 13.2 6.8522 Protection One, Inc POI 1.4 137,137 336,885 303,700 77,819 -5.4% 0.45 NA NA23 Siemens Building Technologies SI 45.53 40,441,112 92,906,000 92,700,000 21,873 -4.1% 0.42 25.66 5.2724 Johnson Controls JCI 82.25 7,318,441 20,103,400 20,103,400 5,218,200 12.2% 0.38 12.52 5.4525 Wackenhut Corporation WHC 9.57 203,324 562,073 566,200 141,706 -0.3% 0.36 9.54 4.7326 CompuDyne Corporation CDCY 6.55 51,136 127,394 146,100 41,380 32.0% 0.33 14.62 8.7327 Richardson Electronics, Ltd. RELL 8.57 145,159 443,492 450,900 108,614 3.8% 0.26 NA 58.1228 Pittston Company PZB 17.08 926,641 3,624,200 3,720,000 953,700 7.9% 0.24 10.83 3.39

Total Index 544.83 123,343,716 191,956,211 193,327,083 25,935,536 Average 68.2% 1.33 23.15 15.37 Median Average 13.7% 0.95 20.67 10.67

*Rankings are based upon Price to Sales (P/S).

SOKOLOFF & CO. VALUATION RANKINGS OF PUBLIC SECURITY COMPANIES

Sokoloff & Company compiles a quarterly review of selected public Security companies (and companies that dedicate a portion of their business to Security) and compares how each is valued by the public marketplace. Comparative values for each company are expressed as: P/ S, Price/Sales, which is total market capitalization divided by revenues); P/ E, Price to Earnings (market cap divided by earnings) and; Enterprise Value Multiple

(EVM). EVM is obtained by dividing EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) into the sum of the company's market capitalization, plus any debt or preferred stock and minus cash on hand. Companies with negative EBITDA and/or negative Earnings are listed as

NA. All multiples are based on trailing twelve months (TTM) numbers through the most recently reported quarter.

Note: The 3rd Q 02 percentage column is the increase (or decrease) from 3rd Q 01. Where fiscal year has differed from calendar year, the most recently reported information is used.

This information is provided strictly for informational purposes to Security industry senior executives. Sokoloff & Co. makes no representations as to its accuracy.

Sokoloff & Co. does not advise public investors; therefore this information should not be used for investing purposes.

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Security Industry Coverage

Sokoloff Index of Public Billing & OSS CompaniesYTD % 52 Week Mkt Cap

Company Ticker 21 Sept 2001 29 Dec 2000 Change High (000s)Ace Comm ACEC 1.35 2.31 -41.6% 8.12 12,481 Affiliated Comp Services ACS 83.96 60.69 38.3% 87.4 4,246,865 ADC Telecom ADCT 3.11 18.13 -82.8% 33.68 2,430,770 American Mgnt. Sys. AMSY 13.96 19.81 -29.5% 25.04 581,881 Alltel Corp. AT 55.25 62.38 -11.4% 68.68 17,140,705 Astea International ATEA 0.9 0.88 2.9% 1.43 13,343 Boston Comm. BCGI 13.23 27.88 -52.5% 29.87 225,743 Comverse Technology Inc CMVT 25.08 108.63 -76.9% 124.75 4,298,386 CSG Systems CSGS 41.41 46.94 -11.8% 64.7 2,203,675 Cellular Tech Serv CTSC 2.9 2.81 3.1% 9.37 6,647 Convergys Corp. CVG 26.93 45.31 -40.6% 52.25 4,604,922 Daleen Technologies DALN 0.38 4.00 -90.5% 15.75 8,312 AMDOCS Corp. DOX 27.5 66.25 -58.5% 80.5 6,082,038 DSET Corporation DSET 1.74 7.18 -75.8% 90 5,058 DST Systems DST 39.9 67.00 -40.4% 74.93 4,907,740 Evolving Systems Inc EVOL 1.1 2.16 -49.0% 8.68 14,500 HNC Softw are, Inc. HNCS 17.28 29.69 -41.8% 82.25 605,128 Illuminet Holdings* ILUM 34.98 22.94 52.5% 36.12 1,140,173 Lightbridge LTBG 9.53 13.13 -27.4% 19.43 267,040 MDSI Mobile Data Solutions Inc MDSI 2.5 7.88 -68.3% 13.12 21,498 Mind CTI MNDO 1.55 6.69 -76.8% 13 31,180 MetaSolv Softw are MSLV 5.5 9.13 -39.7% 45 202,417 Micromuse MUSE 6.25 60.38 -89.6% 108.37 460,444 Peregrine Softw are PRGN 14.26 19.75 -27.8% 33.55 2,720,979 Portal Softw are Inc. PRSF 0.76 7.88 -90.3% 47.37 131,399 Siebel Systems SEBL 13.33 67.63 -80.3% 119.87 6,136,466 TCSI TCSI 0.52 1.38 -62.2% 2.12 12,066 Management Netw ork TMNG 5.5 11.88 -53.7% 21.5 162,756 T-Netix Inc. TNTX 2.33 2.06 13.0% 4.37 35,025 TTI Team Telecom TTIL 10.5 15.00 -30.0% 22.75 104,916 Ulticom ULCM 7.52 34.06 -77.9% 60.5 307,448 Veramark Tech VERA 0.75 0.63 20.0% 3.5 6,221 Vertel Corp. VRTL 0.7 2.38 -70.5% 11.75 23,024 Total Index 472.46 854.77 -44.7%Highlighted stocks were up for the year as of September 21, 2001.

* Illuminet announced on September 24th that it is being acquired by VeriSign, Inc. (VRSN)

Source: Peter A. Sokoloff & Co. e-mail: psokoloff@sokoloffco.com

Telecom Industry Coverage

Billing and Finance Newsletter

Sokoloff Index of Billing/OSS Stocks(Calendar 2001)

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Source: Sokoloff & Co.

This notice appears as a matter of record only

has been acquired by

The undersigned represented Technology Applications Inc.

Peter A. Sokoloff & Co. Investment Bankers and Financial Advisory

A limited liability organization

550 N. Brand Blvd. Suite 1650 Glendale, CA 91203

(818) 547-4500, fax (818) 547-4388 e-mail: gosoko@aol.com

Information Management Group Inc.

“When we decided that it was time to merge Technology Applications with a larger company, we selected Peter A. Sokoloff & Company to represent us. Pete Sokoloff immediately introduced us to three potential buyers. Then he introduced us to two more. All five of the companies were interested and in less than three months we had our choice of several excellent offers. The entire process, from the day we contracted with Sokoloff to the day of the closing, was less than four months. I was very impressed with Pete’s skillful handling of the transaction. During negotiations he represented us well and kept everything moving at a rapid rate. Many brokers require a great deal of time and effort, up front, in order to develop an understanding of a business before they can move forward with potential suitors. Pete’s broad experience in the industry saved us considerable time and money. Overall, it was a pleasure working with him and his partner, Annie. Sokoloff and Company’s market knowledge and expert merger and acquisition skills are proven to me, beyond a doubt. I recommend them highly and encourage anyone in the billing and customer care segment who is contemplating the sale or merger of their own company to get in touch with Pete immediately.” Brent Hyde, Founder/President, Technology Applications, Inc.

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Extensive Industry Knowledge Base• Sokoloff & Co. tracks thousands of public

and private Security and Telecommunications companies worldwide.

• We regularly meet with, and constantly gather market intelligence about these companies; We build strong relationships conducive to facilitating transactions.

• These companies cover the entire spectrum of telecom and security firms.

Sokoloff Business Principals

• Sokoloff & Co. represents either seller or buyer in each transaction, never both.

• We insist on full disclosure, because the trust and confidence that closes a transaction can only be generated when buyer and seller are completely open with each other.

• We never lose sight of the fact that M&A success is measured against how well things go after the closing of the transaction.

The Duties of the Seller’s Broker• Conduct Full, Honest Disclosure.• Provide an expected valuation range to the

client.• Prepare Executive Summary and Offering

Memorandum.• Identify qualified M&A prospects. • Contact prospects and solicit interest. • Attend and supervise prospect site visits.• Oversee the bidding process and facilitate

negotiations. • Manage the closing of the transaction.

Merger & Acquisition Fundamentals:

The Duties of the Buyer’s Broker• Work with the Buyer and develop a workable and

realistic target strategy• Survey identified prospects to narrow selection

and establish target companies.• Conduct preliminary target due diligence with our

client. This typically includes site visits, review of financial & operating data and valuation.

• Facilitate a favorable negotiation outcome and complete a Letter of Intent.

• Act as project manager to efficiently and accurately put the transaction through final due diligence, legal documentation and closing.

Merger & Acquisition Fundamentals:

Contact Sokoloff & Co.

Pete Sokoloffe-mail, psokoloff@sokoloffco.com

Bernie Walkoe-mail, bwalko@sokoloffco.com

Peter A. Sokoloff & Co.550 North Brand Blvd. Suite 1650Glendale, CA 91203(818) 547-4500, fax (818) 547-4388