10KSB40/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-KSB/A

(Mark One)

/x/
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended December 31, 2000

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number 000-17001

CECS CORP.
(Name of small business issuer in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	52-1529536 (I.R.S. employer identification No.)
111 Queen Anne Avenue North, Suite 501 Seattle, Washington (Address of principal executive offices)	98109 (Zip Code)

Issuer's telephone number, including area code: (206) 279-9200

Securities registered under Section 12(b) of the Exchange Act:    NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)

    Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. /x/

    Issuer's revenues for the year ended December 31, 2000:    $0

    Aggregate market value of the voting stock held by non-affiliates of the registrant based upon a price of $.01 per share, the closing price of the registrant's Common Stock at March 29, 2001:    $477,179

    For purposes of this calculation, all directors and officers of the registrant have been considered affiliates.

    Number of outstanding shares of Common Stock at March 29, 2001:    47,717,875

    Transitional Small Business Disclosure Format (check one): Yes / /  No /x/

DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the definitive proxy statement (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission relative to the Company's 2001 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

PART III

    The information called for by Items 9-12 of Form 10KSB are contained in the definitive proxy statement (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission relative to the Company's 2001 Annual Meeting of Stockholders and is hereby incorporated by reference to the Definitive Proxy Statement, as filed.

Item 13. Exhibits, List and Reports on Form 8-K

(a)

Exhibits are listed in the Index to Exhibits appearing on Page E-1.

(b)

Reports on Form 8-K during the quarter ended December 31, 2000.  None

SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10KSB for the period ending December 31, 2000 to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHOICES ENTERTAINMENT CORPORATION
Date: April 18, 2001	By:	/s/ TRACY M. SHIERChief Executive Officer
Date: April 18, 2001	By:	/s/ TRACY M. SHIERInterim Chief Financial Officer

    In accordance with the Exchange Act, this report is signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ PATRICK HOWARD Patrick Howard	Director	April 18, 2001
/s/ TRACY M. SHIER Tracy M. Shier	Director	April 18, 2001
/s/ THOMAS RENNA Thomas Renna	Director	April 18, 2001

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
3	(a)	Certificate of Incorporation, as amended(1)
	(b)	Certificate of Designations of Series C Preferred Stock, as amended(2)
	(c)	Amended and Restated By-Laws,(13)
4		Form of certificate evidencing shares of Common Stock(14)
10	(a)	Stock Option and Appreciation Rights Plan of 1987 (4)
	(b)	Form of Long-Term Management Incentive Stock Option Agreement(5)
	(c)	Form of 1991 Management Option Agreement(5)
	(d)	Consulting Agreement between Registrant and Ronald W. Martignoni(6)
	(e)	Severance Benefits Agreement, as amended, between Registrant and Lorraine E. Cannon(7)
	(f)	Form of 1994 Management Option Agreement(7)
	(g)	Non-Employee Director Stock Option Agreement between Registrant and Fred E. Portner(8)
	(h)	Non-Employee Director Stock Option Agreement between Registrant and Fred E. Portner(9)
	(i)	Non-Employee Director Stock Option Agreement between Registrant and James D. Sink(9)
	(j)	Asset Purchase Agreement, dated December 16, 1996, as amended, between West Coast Entertainment Corporation and Registrant(10)
10.99	(a)	Consulting Agreement between Registrant and Thomas Renna(11)
	(b)	Letter of Intent to Acquire Republic Hotel Investors, Inc.(12)
	(c)	Termination Contract with Republic Hotel Investors, Inc.(13)
	(d)	Sublease Agreement between Northwest Strategies, Inc. and CECS, Inc. [sic.] dated May 25, 2000(14)
	(e)	Private Placement Subscription Agreement dated January 12, 2000 re: Photochannel Networks Inc.(14)
	(f)	Subscription Agreement re: Tridium Research, Inc. dated March 1, 2000(14)
	(g)(1)	Promissory Note—Speaklink Inc. dated October 19, 2000(14)
	(g)(2)	Promissory Note—Speaklink Inc. dated October 27, 2000(14)
	(h)(1)	Fastvoice Term Sheet—Third Party dated October 31, 2000(14)
	(h)(2)	Promissory Note—Fastvoice.com dated January 11, 2001(14)
21		Subsidiaries of Registrant(14)

(1)

Filed as an Exhibit to Registrant's Registration Statement on Form S-8 File No. 33-87016) and incorporated herein by reference.

(2)

Filed as an Exhibit to Registrant's 1996 Annual Report on Form 10-KSB, and incorporated herein by reference.

(3)

Filed as an Exhibit to Registrant's 1992 Annual Report on Form 10-K and incorporated herein by reference.

(4)

Filed as an Exhibit to Registrant's Registration Statement on Form S-1, inclusive of Post-Effective Amendment No. 1 thereto (File No.: 33-198983) and incorporated herein by reference.

(5)

Filed as an Exhibit to Registrant's Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No.: 33-32396), and incorporated herein by reference.

(6)

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended September 30, 1997, and incorporated herein by reference.

(7)

Filed as an Exhibit to Registrant's 1993 Annual Report on Form 10-K, and incorporated herein by reference.

(8)

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended March 31, 1996, and incorporated herein by reference.

(9)

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended March 31, 1997, and incorporated herein by reference.

(10)

Filed as an Exhibit to Registrant's definitive Proxy Statement, dated February 11, 1997, with regard to a Special Meeting of Stockholders held on March 12, 1997, as further amended by Second and Third Amendments thereto filed as Exhibits to Registrant's Forms 8-K, dated April 28, 1997, and May 29, 1997, all of which Exhibits are incorporated herein by reference.

(11)

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB, for the quarter ended June 30, 1999, and incorporated herein by reference.

(12)

Filed as an Exhibit to Registrant's Current Report on Form 8-K dated August 30, 1999 and incorporated herein by reference.

(13)

Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB, for the year ended December 31, 1999.

(14)

Filed herewith.

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DOCUMENTS INCORPORATED BY REFERENCE
PART III
SIGNATURES
INDEX TO EXHIBITS

EX-4

067462

NUMBER		SHARES
	CECS
	CECS CORP.
COMMON STOCK PAR VALUE $0.01 PER SHARE	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 12514P 10 8
This Certifies That
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 OF
	CECS CORP.
(hereinafter called the "Corporation") transferable on the books of the Corporation by said owner in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. The Corporation will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the By-laws of the Corporation and all amendments thereto, copies of which are on file at the office of the Transfer Agent, and the holder hereof, by acceptance of this certificate, consents to and agrees to be bound by all of said provisions. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness, the facsimile seal of the Corporation and by facsimile the signatures of its duly authorized officers.
Dated:
/s/ THOMAS RENNA SECRETARY	CECS CORP. CORPORATE SEAL 1987 DELAWARE	/s/ TRACY M. SHIER PRESIDENT

Countersigned and Registered:

AMERICAN STOCK TRANSFER & TRUST COMPANY

(NEW YORK, NEW YORK)

Transfer Agent and Registrar

By:

Authorized Signature

CECS CORP.

    The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-as tenants in common	UNIF GIFT MIN ACT-	___________ Custodian ___________
TEN ENT	-as tenants by the entireties		(Cust)	(Minor)
JT TEN	-as joint tenants with right of survivorship		under Uniform Gifts to Minors Act
	and not as tenants in common
			(State)

Additional abbreviations may also be used though not in the above list.

For Value Received hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

EX-10.99(D)

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EXHIBIT 10.99(d)

SUBLEASE AGREEMENT

Sublandlord:	Northwest Strategies, Inc.
Subtenant:	CECS, Inc.
Landlord:	The Salvation Army A California corporation
Building Name:	111 Queen Anne Building 111 Queen Anne Avenue, North Seattle, King County, Washington
Suite No. containing Sublet Area:	Suite 501
Term of Sublease:	June 1, 2000 (Commencement Date) through December 30, 2001 (Expiration Date).
Monthly Sublease Base Rent:	(1) The rental rate shall be Four Thousand One Hundred Eleven and 59/100 Dollars ($4,111.59) per month for the period June 1, 2000 through December 31, 2000. (2) The rental rate shall be Four Thousand Two Hundred Ninety One and 53/100 Dollars ($4,291.53) per month for the period January 1, 2001 through December 30, 2001.

1.

The Sublet Area: That portion of the Premises which is the subject of this agreement is outlined on the floor plan attached hereto as Exhibit A (the "Sublet Area"). Subtenant hereby subleases from Sublandlord the Sublet Area, approximately 2,159.26 rentable square feet.

2.

Rent: Except as provided below, Rent shall be payable in monthly installments in advance on the first day of each and every calendar month during the term of this agreement. Subtenant shall pay the Rent to Sublandlord promptly when due without notice or demand therefore. Subtenant shall pay as rent for the Sublet Area the amount specified above. Rents not paid when due shall be subject to payment terms of Master lease.

(a)

Prepaid rent upon execution of this sublease, Subtenant shall pay to Sublandlord an amount equal to eight (8) months rent, to be applied as rent for the first six (6) months of the Sublease and the last two months of the Sublease. Sublandlord hereby agrees to pay over to Landlord the entire amount of the prepaid rent provided for in this subparagraph 2(a) and to provide a receipt for such payment from Landlord to subtenant.

3.

Security Deposit: Upon execution of this Sublease, Subtenant shall deposit with Sublandlord one (1) month's rent to be held by Sublandlord as a Security Deposit. The use of this security deposit shall be governed by the terms of the Master Lease.

4.

Brokerage Commission: Upon execution of this Sublease, Subtenant shall pay to CB Richard Ellis a brokerage commission equal to one (1) month's rent, Four Thousand One Hundred Eleven and 59/1000 Dollars ($4,111.59).

5.

Binding Effect: By executing a copy of this agreement, Subtenant acknowledges receipt of a copy of the Master Lease and agrees to assume its proportionate share of the obligations of

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Sublandlord, as Tenant, wider the Master Lease and to perform and observe all of the covenants, agreements, conditions and other provisions of the Master Lease which are to be performed or observed on behalf of Sublandlord, including pass through expenses. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this agreement as if Sublandlord were the landlord thereunder, except as provided otherwise in this agreement. This agreement shall be binding upon and inure to the benefit of the parties and Landlord.

6.

Warranty by Sublandlord: Sublandlord warrants and represents to Subtenant that: (a) Sublandlord has full legal right and title in and to the Tenant's interest in the Master Lease; (b) the Master Lease has not been amended or modified except as expressly set forth herein; and (c) Sublandlord is not now, and as of the commencement of the Term hereof will not be in default or breach of any of the provisions of the Master Lease, and has no knowledge of any claim by Landlord that Sublandlord is in default or breach of any of the provisions of the Master Lease. At lease expiration, Sublandlord will extend first right of refusal to Subtenant if so desired and agreed to by Landlord.

7.

Parking: Subtenant shall have the right to tenancy for four (4) parking stalls, no., 51, 52, 58 and 59. Rent rate for the allocated stalls shall be One Hundred Six dollars ($106). For year two (2) rent rate shall be One Hundred Seven Dollars ($107) per month per stall. Payment for parking will be due on the first day of each calendar month.

8.

Tenant Improvements: Subtenant shall occupy space in an "as-is" condition.

9.

Consent by Landlord: THIS AGREEMENT SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LANDLORD WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.

AGREED AND ACCEPTED		AGREED AND ACCEPTED
SUBLANDLORD: NORTHWEST STRATEGIES, INC.		SUBTENANT: CECS, INC.
By:		By:
	[ILLEGIBLE]		TRACY M. SHIER
Title:		Title:
	CEO		President
Date:		Date:
	5-25-00		May 24, 2000

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SUBLEASE AGREEMENT

EX-10.99(E)

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EXHIBIT 10.99(e)

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) WITHOUT REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
U.S. RESIDENTS

Dated for Reference: January 12, 2000

TO:PHOTOCHANNEL NETWORKS INC.
Suite 800, 900 West Hastings Street
Vancouver, B.C. V6C 1E5

Purchase of Subordinate Convertible Redeemable Debentures

1.  Subscription

    1.1 The undersigned (the "Lender") hereby irrevocably subscribes for and agrees to purchase from PhotoChannel Networks Inc. (the "Company"), subject to the terms and conditions set forth herein, that number of subordinate convertible redeemable debentures of the Company (the "Debentures") set out above the Lender's name on the execution page hereof at a price of $1,000 in principal amount of Debentures. Subject to the terms hereof, this Subscription will be effective upon its acceptance by the Company. The Debentures are being sold by the Company on a non-brokered basis pursuant to applicable securities exemptions. The Private Placement is not subject to any minimum subscription level, and therefore the proceeds (the "Subscription Proceeds") received from the Lender for this Subscription will be available to the Company immediately upon the acceptance of this Subscription by the Company.

    1.2 All currency amounts set out herein refer to Canadian currency unless otherwise indicated.

2.  Description of Debentures

    2.1 The Debentures shall be issued under and governed by the terms and conditions set forth in the certificates (the "Certificates") evidencing the Debentures. The following description of the Debentures is a summary only and is subject to the detailed provisions of the Certificates evidencing the Debentures.

    2.2 The Debentures shall be secured obligations of the Company ranking subordinate to existing charges registered in favour of Saskatchewan Opportunities Corporation, Xerox Canada Inc. and 597924 B.C. Ltd.

    2.3 The Lender agrees that it will advance an aggregate of $2,300,000 to the Company against the issue of the Debentures, as follows:

(a)

$350,000 on or before January 30, 2000;



(b)

$750,000 on or before February 29, 2000; and



(c)

$1,200,000 on or before April 14, 2000.

The final advance of $1,200,000 will be conditional upon:

(a)

the Company obtaining by March 31, 2000 a firm date for the delivery of a Fuji Frontier Digital Minilab; and



(b)

the Company securing facilities in the United States of America for the operation of the Minilab;

which conditions may be waived by the Lender.

    2.4 The Debentures shall mature and be repayable on April 30, 2000 (the "Maturity Date") unless redeemed or converted prior to such time.

    2.5 No interest will accrue on the outstanding principal amount of the Debentures.

    2.6 The Debentures are convertible at the option of the Lender at any time and from time to time, in principal amounts of $1,000, into common shares of the Company up until the earlier of the date of repayment of the principal amount of the Debentures outstanding and the date which is ten (10) days after a notice of redemption is delivered by the Company pursuant to Section 2.7 below at the rate of one share for each $0.50 converted.

    2.7 The Debentures may be redeemed by the Company, in whole or in part, at any time before April 30, 2000 upon ten days written notice to the Debenture holder. The Company may repay the principal amount being redeemed (the "Redemption Amount") in cash or, at the Company's sole and exclusive discretion, repay such amount by issuing that number of common shares obtained by dividing the Redemption Amount by $0.50.

    2.8 In this Agreement, the Debentures, Warrants (as hereinafter defined), and common shares issued on conversion, redemption or exercise thereof are collectively referred to as the "Securities".

    2.9 The Company agrees that it will issue to the Lender at the time the Lender makes the advances set forth in Section 2.3 above, an aggregate of 920,000 common share purchase warrants (the "Warrants"), each Warrant entitling the Lender to acquire one common share of the Company at the prices set forth below:

(a)

140,000 Warrants on January 14, 2000 (with an exercise price of $0.75 per share);



(b)

a further 300,000 Warrants in February 14, 2000 (with an exercise price of $1.00 per share) and



(c)

480,000 Warrants on April 14, 2000 (with an exercise price of $1.25 per share)

The Warrants will only be issued to the extent that advances are made by the Lender, at the rate of one warrant for each $2.50 advanced.

    2.10 The terms of this Private Placement are also set out on the Term Sheet in Schedule "V" hereto.

    2.10 The Company is not a reporting issuer in any jurisdiction other than British Columbia, Ontario, Quebec, and the United States. Any Debentures that are converted or redeemed prior to the expiry of applicable hold periods will result in statutory restrictions on the resale of the common shares acquired thereby. Lenders are advised to consult their own legal advisors in connection with any applicable resale restrictions.

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    2.11 The Lender understands that the Securities have not been and will not be registered under the 1933 Act or any state securities laws.

3.  Payment

    3.1 The Subscription Proceeds, for the initial instalment, must accompany this Subscription and shall be paid by certified cheque, bank draft or money order drawn on a Canadian chartered bank and made payable to "Anfield Sujir Kennedy & Durno in trust", by wire transfer to the trust account of Anfield Sujir Kennedy & Durno, or in such other manner as the Company may request.

    3.2 The Lender hereby acknowledges and agrees that the Private Placement is not subject to a minimum subscription level and accordingly, the amount representing the Subscription Proceeds will be immediately made available to the Company against delivery of the Certificate by the Company.

    3.3 The Lender and the Company jointly and severally release, indemnify and save harmless Afield Sujir Kennedy & Durno from all costs, damages, charges, claims, losses and expenses resulting from Anfield Sujir Kennedy & Durno's compliance in good faith with this Subscription.

4.  Questionnaire and Undertaking and Direction

    4.1 The Lender must complete, sign and return the following documents along with one (1) executed copy of this Subscription to the Company:

(a)

Schedule I, a direction to the Company with respect to registration and delivery instructions;



(b)

Schedule II, a questionnaire and undertaking required by the Montreal Exchange ("ME");



(c)

Schedule III, a declaration of investment intent and undertaking reuired by the ME; and



(d)

if the Lender is a U.S. Person, an acknowledgment in the form attached as Schedule IV.

    4.2 The Lender shall complete, sign and return to the Company as soon as possible on request by the Company any other documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law. The Lender acknowledges that the Company will file, with the ME, the questionnaire and undertakings of those Lenders whose Subscriptions are accepted.

    4.3 In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Rule 902 of Regulation S under the 1933 Act, which for the purpose of this Subscription includes any person in the United States.

5.  Closing

    5.1 Delivery and payment for the Debentures will be completed at the offices of Anfield Sujir Kennedy & Durno, Barristers & Solicitors, Suite 1600 - 609 Granville Street, Vancouver, British Columbia, at such time or times and on such date or dates as the Company may determine (each a "Closing Date"). Subject to the prior receipt of all necessary regulatory approvals, the Company may complete the purchase and sale of any number of Debentures as it may determine, at one or more closings, as subscription proceeds are received.

6.  Acknowledgments of Lender

    6.1 The Lender acknowledges and agrees that:

(a)

the Securities have not been registered under the 1933 Act or under any state securities laws, and cannot be offered or resold without registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is available or registration is not required pursuant to Regulation S under the 1933 Act, and the

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Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Securities;

(b)

its decision to execute this Subscription and purchase the Debentures agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and that its decision is based entirely upon its review of information (the receipt of which is acknowledged) which has been filed by the Company with the British Columbia Securities Commission (the "BCSC") in compliance, or intended compliance, with applicable securities legislation (collectively the "Public Record"), including the Company's audited financial statements as at and for the year ended September 30, 1999, and its unaudited financial statements as at and for the nine-month period ended June 30, 1999, (collectively the "Financial Statements");



(c)

the Company has advised the Lender that the Company is relying on an exemption from the requirements to provide the Lender with a prospectus and to sell the Securities through a person registered to sell securities under the British Columbia Securities Act (the "B.C. Act"), and as a consequence of acquiring the Securities pursuant to this exemption and the fact that no prospectus has been or is required to be filed with respect to any of the Securities under applicable Canadian or U.S. securities legislation:



(i)

the Lender is restricted from using certain of the civil remedies available under such legislation;



(ii)

the Lender may not receive information that might otherwise be required to be provided to it under such legislation; and



(iii)

the Company is relieved from certain obligations that would otherwise apply under such legislation;




(d)

it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it (or others for whom it is contracting hereunder) is solely responsible (and neither the Company nor Anfield Sujir Kennedy & Durno is in any way responsible) for compliance with applicable resale restrictions;



(e)

the Company is a reporting issuer in British Columbia, Ontario, Quebec and the United States of America only, and any Securities issued to a Lender may be subject to indefinite resale restrictions imposed under the laws of the jurisdiction in which such Lender is resident;



(f)

to the knowledge of the Lender, the offer and sale of the Debentures was not accompanied by any advertisement;



(g)

the offer made by this Subscription is irrevocable and requires acceptance by the Company;



(h)

this Subscription is not enforceable by the Lender unless it has been accepted by the Company and the Lender waives any requirement on the Company's behalf to communicate its acceptance for this Subscription to the Lender;



(i)

the Private Placement is not subject to any minimum subscription level and accordingly, the Subscription Proceeds will be available to the Company on closing of the Private Placement;



(j)

the Securities are speculative investments which involve a substantial degree of risk;



(k)

there is no government or other insurance covering the Securities;



(1)

the Lender has had access to and has received all such information concerning the Company that the Lender has considered necessary in connection with the Lender's investment decision, including, where required by law, a copy of the Offering Memorandum;

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(m)

no agency, governmental authority, regulatory body, securities commission, stock exchange or other entity has reviewed or made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities;



(n)

the Company will rely on the representations and warranties made herein or otherwise provided by the Lender to the Company in completing the sale and issue of the Securities to the Lender; and



(o)

no agent has been retained to act on behalf of the Company to solicit offers to purchase the Debentures, but in the event that a person does introduce the Company to a Lender, the Company may pay such person a finder's fee in accordance with applicable laws in respect of any Debentures sold.

7.  Representations, Warranties and Covenants of the Lender

    7.1 The Lender hereby represents, Warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that;

(a)

if it is purchasing the Debentures as principal for its own account, it is purchasing such Debentures not for the benefit of any other person and not with a view to the resale or distribution of any or all of the Debentures and;



(i)

it is an individual and it will have an aggregate acquisition cost of purchasing the Debentures of not less than $97,000; or



(ii)

it is not an individual but is a corporation, partnership, trust, fund, association or any other organization of a group of persons that was not created solely, nor is it used primarily, to permit a group of individuals to purchase securities without a prospectus, and it will have an aggregate acquisition cost of purchasing the Debentures of not less than $97,000 or, if it is such an entity created or used primarily for such purpose, each of the individuals who form part of the group has contributed at least $97,000 to such entity for the purpose of purchasing the Debentures; or



(iii)

it is (i) a "sophisticated purchaser" (as defined in Appendix A to Schedule IV hereof), (ii) a spouse, parent, brother, sister or child of a senior officer or director of the Issuer, or of an affiliate of the Issuer, or (iii) a company all the voting securities of which are beneficially owned by one or more of a senior officer or director of the Issuer or of an affiliate of the Issuer or a spouse, parent, brother, sister or child of a senior officer or director of the Issuer or of an affiliate of the Issuer; or



(iv)

it is a spouse, parent, brother, sister, child or close personal friend of a senior officer or director of the Issuer or an affiliate of the Issuer, or a company all the voting securities of which are beneficially owned by one or more of a senior officer or director of the Issuer or a spouse, parent, brother, sister or child of a senior officer or director of the Issuer or of an affiliate of the Issuer; or



(v)

it is not a resident of British Columbia and has otherwise complied with the laws pertaining to the purchase of Debentures hereunder in the jurisdiction where the Lender is resident (and any other laws applicable to the Lender), which compliance shall be, at the Company's request, supported by a opinion of legal counsel prepared at the Lender's expense in a form satisfactory to the Company;

5

(b)

if it is not purchasing the Debentures as principal for its own account, it is duly authorized to enter into this Subscription and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser and:



(i)

it is a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on such business in such province or territory, and the Lender is purchasing the Debentures as an agent or trustee for accounts that are fully managed by the Lender;



(ii)

it is an advisor who manages the investment portfolios of clients through discretionary authority granted by one or more clients and is registered as an advisor under the Securities Act (British Columbia) (the "B.C. Act") or the laws of another province or territory of Canada, or the Lender is exempt from such registration, and the Lender is purchasing the Debentures as an agent for accounts that are fully managed by the Lender;



(iii)

it carries on business as a portfolio manager outside of Canada and certifies those matters set forth in section 6 of Schedule II to this Subscription; or



(iv)

it is purchasing as agent for a disclosed principal;

and it (or if the Lender is purchasing as agent for a disclosed principal, such principal) falls within one of the categories set out in section 7.1(a);

(c)

the Lender has no knowledge of a "material fact" or "material change", as those terms are defined in the B.C. Act, in respect of the affairs of the Company that has not been generally disclosed to the public;



(d)

the Lender and any beneficial purchaser for whom it is acting are resident in the jurisdiction set out under the heading "Name and Address of Lender" on the execution page of this Subscription;



(e)

the Lender has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Lender is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription on behalf of the Lender;



(f)

the entering into of this Subscription and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Lender or of any agreement, written or oral, to which the Lender may be a party or by which the Lender is or may be bound;



(g)

the Lender has duly and validly authorized, executed and delivered this Subscription and except as specifically provided otherwise herein, it constitutes a valid and binding agreement of the Lender enforceable against the Lender;



(h)

in connection with the Lender's investment in the Securities, the Lender has not relied upon the Company or the Company's legal counsel or advisers for investment, legal or tax advice, and has, if desired, in all cases sought the advice of the Lender's own personal investment advisor, legal counsel and tax advisers, and the Lender is either experienced in or knowledgeable with regard to the affairs of the Company or, either alone or with its professional advisors, is capable by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Debentures and the Lender is able to bear the economic risk of the

6

investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Debentures;

(i)

the Lender is a U.S. Person and has completed Schedule IV to this Subscription and represents, Warrants and covenants to the Company as to the accuracy of all matters set out therein;



(j)

no person has made to the Lender any written or oral representations:



(i)

that any person will resell or repurchase the Securities;



(ii)

that any person will refund the purchase price for the Securities;



(iii)

as to the future price or value of the Securities; or



(iv)

that the Shares will be listed and posted for trading or any stock exchange or that application has been made to list the common shares of the Company on any stock exchange other than the Montreal Exchange global transport document;




(k)

it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; and



(l)

the Lender will comply with the applicable provisions of the B.C. Act and any other relevant securities legislation concerning the purchase and holding of the Debentures and any resale of the Securities.

8.  Resale Restrictions and Legending of Subject Securities

    8.1 The Lender acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to each Lender or to any proposed transferee, as well as any restrictions on resale imposed by the ME. The Lender acknowledges that a legend will be placed on any certificates representing the Securities to the effect that the Securities are subject to a hold period and may not be traded until the expiry of such hold period excepted as permitted by applicable securities law and exchange requirements.

    8.2 The Company is not a reporting issuer in any jurisdiction other than British Columbia, Ontario, Quebec and the United States of America and will not become a reporting issuer in any other jurisdiction as a result of this Private Placement. As such, the applicable hold period under the laws of jurisdictions outside of such Reporting Jurisdictions may never expire. The Lender acknowledges that if no further statutory exemption may be relied upon or if no discretionary order or ruling is obtained, the Securities may be subject to restrictions on resale, pursuant to the laws of jurisdictions outside of the Reporting Jurisdiction, for an indefinite period of time.

    8.3 The Lender acknowledges that the Securities have not been registered under the 1933 Act or under any state securities laws, and cannot be offered or resold without registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is available, and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Securities. The Securities may bear a legend denoting the foregoing.

7

    8.4 The Lender agrees to file any reports required pursuant to applicable securities legislation upon any resale of the Securities.

9.  Costs

    9.1 The Lender acknowledges and agrees that all costs and expenses incurred by the Lender (including any fees and disbursements of any special counsel retained by the Lender) relating to the purchase of the Debentures shall be borne by the Lender.

10.  Governing Law

    10.1 This Subscription is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Lender, in his personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom he is acting, irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

11.  Survival

    11.1 This Subscription, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Lender notwithstanding the completion of the purchase of the Debentures by the Lender pursuant hereto, the completion of the issue of Debentures of the Company and any subsequent exercise of the Debentures, or the disposition by the Lender of the Securities.

12.  Assignment

    12.1 This Subscription is not transferable or assignable.

13.  Time of the Essence

    13.1 Time is of the essence of this Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

14.  Amendments

    14.1 The parties may amend this Agreement only in writing.

15.  Execution

    15.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Lender and the Company in accordance with the terms hereof.

16.  Severability

    16.1 The invalidity or unenforceability of any particular provision of this Subscription shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription.

17.  Entire Agreement

    17.1 Except as expressly provided in this Subscription and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription contains the entire agreement between the parties with respect to the sale of the Debentures and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute, by common law, by the Company, by the Lender, or by anyone else.

IN WITNESS WHEREOF the Lender has duly executed this Subscription as of the date first above mentioned.

8

    Number of Debentures to be purchased at a price of $1,000 each:

    Total Purchase Price:

CHOICES ENTERTAINMENT CORPORATION (Name of Lender—Please type or print)

/s/ TRACY M. SHIER, PRESIDENT (Signature and, if applicable, Office)

121 VINE STREET, SUITE 1903 (Address of Lender)

SEATTLE, WASHINGTON 98121-1456

    If the Lender is signing as agent for a principal and the Lender is not a trust company signing as trustee or as an agent for a fully-managed account, please complete the following:

(Name of Beneficial Purchaser—Please type or print)

(Address of Beneficial Purchaser)

(City, Province, Postal Code of Beneficial Purchaser)

ACCEPTANCE

    The above-mentioned Subscription is hereby accepted by PhotoChannel Networks Inc.

    DATED at Vancouver, British Columbia, the              day of     1999.

PHOTOCHANNEL NETWORKS INC.
Per:	Authorized Signing Officer

9

Schedule "I" to Private Placement Subscription Agreement

PHOTOCHANNEL NETWORKS INC.
Suite 800, 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5

Dear Sirs:

RE: PhotoChannel Networks Inc. — Subordinate Convertible Redeemable Debentures

1.	Delivery - please deliver the Debenture certificate(s) to:
	CHOICES ENTERTAINMENT CORPORATION
	121 VINE STREET, SUITE 1903, SEATTLE WAHINGTON 98121-1456
2.	Registration - registration of the single certificate which is to be delivered at closing should be made as follows:
	SAME AS ABOVE (name)
	(address)

DATED:                    , 1999.

CHOICES ENTERTAINMENT CORPORATION
(Name of purchaser)
Per:	/s/ TRACY M. SHIER(Signature)
President(Position)

10

SCHEDULE II

    QUESTIONNAIRE TO BE COMPLETED BY A PRIVATE PLACEMENT PURCHASER (THE "PURCHASER") OF LISTED SECURITIES OR SECURITIES CONVERTIBLE INTO LISTED SECURITIES (THE "SECURITIES")

1

Description of the Transaction

(a)

Name of the issuer of the Securities: PhotoChannel Networks Inc.,

(b)

Number and description of the securities (if the securities are convertible into listed securities give details including conversion ratio)

$1000 per Subordinate Convertible Redeemable Debenture, convertible and redeemable at the rate of one share for each $0.50 outstanding. SEE SCHEDULE "V" ATTACHED

(c)

Purchase Price

$1000 PER DEBENTURE

(d)

Date of subscription letter (copy to be attached)

DATED FOR REFERENCE JANUARY 12, 2000

(e)

Date where preliminary negotiations commenced

JANUARY 4, 2000

2

Details on Purchaser

(a)

Name of Purchaser

CHOICES ENTERTAINMENT CORPORATION

(b)

Address

121 VINE STREET, SUITE 1903, SEATTLE WASHINGTON 98121-1456

(c)

If purchaser is a corporation, state of jurisdiction of incorporation

DELAWARE

(d)

General nature of business

TECHNOLOGY AND INTERNET HOLDING COMPANY

(e)

If the purchaser is a corporation or partnership, give names and addresses of persons having a greater than 5% beneficial interest in the purchaser.

THIS INFORMATION IS AVAILABLE IN THE COMPANY'S FORM 10KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE PERIOD ENDING DECEMBER 31, 1998 AVAILABLE ON EDGAR AT WWW.SEC.GOV.

(f)

Give details of any direct or indirect relationship, which the purchaser, its officers, directors or other insider have with the issuer. If none, so state.

NONE.

(g)

Give particulars of any securities of the issuers (other than debt securities which are not convertible into equity securities) owned by the purchaser at the date hereof. If none, so state.

NONE.

11

(h)

Give details of any trading by the purchaser in the securities of the issuer (other than debt securities which are not convertible into equity securities), within the 60 days preceding the date hereof. If none, so state.

NONE

(i)

Summarize the purchaser's present investment objective in this transaction specifying the estimated term during which the purchaser expects to hold the securities.

AS A MATTER OF POLICY WE HOLD SECURITIES WITH A THREE TO FIVE YEAR HOLDING PERIOD EXPECTATION.

Dated at                                      this                           day of                                                                   , 2000.

(Name of Purchaser—Print)	CHOICES ENTERTAINMENT CORPORATION
(Authorized Signature)	/s/ Tracy M. Shier
(Official Capacity—Print)	PRESIDENT
	Tracy M. Shier

(Print—name of individual whose signature appears above if different from name of purchaser printed above)

12

SCHEDULE III

INVESTMENT INTENT AND UNDERTAKING

The Montreal Exchange
The Stock Exchange Tower
P.O. Box 61, 800 Square Victoria
Montreal, Quebec
H4Z 1A9

Gentlemen:

    The undersigned has agreed to purchase, as principal,                       Principal amount Subordinate Convertible Redeemable Debentures from PhotoChannel Networks Inc. ("the Company") convertible and redeemable into common shares of the Company at the rate of one common share for each $0.50 principal amount outstanding.

    The undersigned hereby declares that the securities are being purchased by it for investment purposes only and not with a view to resell or distribute them. The undersigned undertakes not to sell or otherwise dispose or any of the securities of any listed securities derived from the conversion of the securities for a period of six months or such longer period as is prescribed by applicable securities legislation from the date of the closing of the transaction on the date where notice of the transaction as filed by the issuer is accepted by the Exchange, whichever is later, without having obtained the prior written consent of the Exchange.

Dated at                                      this                           day of                                                                   , 2000.

Tracy M. Shier
(Name of Purchaser—Print)

/s/ Tracy M. Shier
(Authorized Signature)

President
(Official Capacity—Print)

(Print—name of individual whose signature appears above if different from name of purchaser printed above)

13

SCHEDULE IV

    All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Private Placement Subscription Agreement.

    The Lender covenants, represents and Warrants to PhotoChannel Networks Inc. (the "Company") that:

(a)

it is a resident of the United States;



(b)

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment and it is able to bear the economic risk of loss of the investment;



(c)

it is purchasing the Securities for its own account for investment purposes only and not with a view to resale or distribution;



(d)

it understands that the Securities have not been and will not be registered under the 1933 Act or the securities legislation of any state in the United States, and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirement;



(e)

if it satisfies one or more of the categories indicated below, it has so indicated by placing an "X" beside each such category. (Satisfaction of one or more of the categories is not a pre-requisite for being an investor, if the investment is otherwise suitable for the investor):

__	Category 1.	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities with total assets in excess of US$5,000,000;
__	Category 2.	A natural person whose individual net worth, or joint net worth with that person's spouse, at the date hereof exceeds US$1,000,000;
__	Category 3.	A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

14

__	Category 4.	A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 whose investment decisions is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;
__	Category 5.	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
__	Category 6.	A director or executive officer of the Company;
__	Category 7.	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or
__	Category 8.	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

(f)

the Company made available to it at a reasonable time prior to its purchase of the Securities the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished to it pursuant to the Offering Memorandum;



(g)

the, Securities will bear a legend to the effect that the Securities have not been registered under the 1933 Act or the securities laws of any state in the United States, and am issued pursuant to an exemption under the 1933 Act. The Securities may not be offered, sold, pledged or hypothecated in the absence of an effective registration statement as to the securities under the 1933 Act, or an opinion of counsel satisfactory to the Company that registration is not required;



(h)

it understands there is no public market for the Debentures or the underlying common stock of the Company in the United States, and that it is unlikely any public market for any of the Securities of the Company will exist in the United States;



(i)

the investor's net worth (present value of assets less liabilities) is at least 10 times the amount of its investment herein (Yes or No) [Circle applicable response.];

(j)

it acknowledges that it has not purchased the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over

15

radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(k)

it agrees that if it decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, unless;



(i)

the sale is to the Company;



(ii)

the sale, pursuant to consent of the Company, and upon provision to the Company of such documentation, representations and/or opinion of counsel as the Company may require, is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act, if available, and in compliance with applicable local laws and regulations;



(iii)

the sale, pursuant to consent of the Company, and upon provision to the Company of such documentation, representations and/or opinion of counsel as the Company may require, is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities laws; or



(iv)

the Securities, pursuant to consent of the Company, and upon provision to the Company of such documentation, representations and/or opinion of counsel as the Company may require, are sold in a transaction that does not otherwise require registration under the 1933 Act or any applicable U.S. state laws and regulations governing the offer and sale of Securities; and



(l)

the Lender, if an individual's is a resident of the state or other jurisdiction listed in its address on the signature page of the Subscription Agreement, or if the Lender is not an individual, the office of the Lender at which the Lender received and accepted the offer to purchase the Securities is the address listed on the signature page of the Subscription Agreement.

Date             /s/ TRACY M. SHIER, PresidentDuly authorized signatory for Lender
CHOICES ENTERTAINMENT CORPORATION
Print name of Lender

16

SCHEDULE V

TERM SHEET

Issuer/Borrower:	PhotoChannel Networks Inc.
Subscriber/Lender:	Choices Entertainment Corporation, and its affiliates
Principal:	$2,300,000.00) which will be advanced by the Lender in the following instruments:
	(a)	$350,000.00 by January 30, 2000
	(b)	$750,000 by February 29, 2000
	(c)	$1,200,000.00 by April 14, 2000
	The final advance of $1,200,000 by April 14, 2000 will be conditional upon:
	(i)	PhotoChannel obtaining by March 31, 2000 a firm date for the delivery of a Fuji Frontier Digital Minilab; and
	(ii)	PhotoChannel securing facilities in the United States of America for the operation
	which conditions may be waived by the Lender.
Interest:	Nil
Maturity:	Principal will be due and payable on April 30, 2000. PhotoChannel may redeem or convert the principal prior to maturity upon 10 days written notice to the Lender. Upon receipt of notice of redemption by PhotoChannel, the Lender may then exercise its conversion option.
Convertibility:	The principal advanced by the Lender may, at the option of either the Lender PhotoChannel, be converted into Common Shares of PhotoChannel at the price of $0.50 per share. Either party may exercise the conversion option by giving 10 days written notice of convention to the other. The conversion option, if not exercised, will expire at time of maturity of the debenture. PhotoChannel will have the unrestricted right to raise additional funds by the allotment, reservation and issuance of additional Common Shares or other securities convertible into Common Shares of PhotoChannel. The Lender's advance of funds shall be cumulative to April 14, 2000 and the Lender's right under the Convertible Subordinated Debenture, the Conversion Option and the issuance of the Warrants will be coextensive with (and proportionate to) the actual amount of funds advanced to PhotoChannel.
Warrants:	In consideration of the Lender advancing the loan, PhotoChannel will grant 920,000 transferable share purchase warrants to the Lender in the following instalments and at the following exercise prices (provided the Lender has advanced the applicable portion of the loan to PhotoChannel):
	(a)	140,000 share purchase warrants by January 14, 2000 (with an exercise price of $0.75 per share)
	(b)	300,000 share purchase warrants by February 14, 2000 (with an exercise price of $1.00 per share)
	(c)	480,000 share purchase warrants by April 14, 2000 (with an exercise price of $1.25 per share).

17

	Each share purchase warrant will entitle the holder to purchase one Common Share of PhotoChannel at the applicable exercise price. The share purchase warrants, if not exercised by the holder, will expire at 5:00 p.m. on June 30, 2000.
Security:	PhotoChannel will issue a Convertible Subordinated Debenture to the Lender to evidence and secure the above loan. The Convertible Subordinated Debenture will grant the Lender a floating charge on the assets of PhotoChannel, subject to existing charges registered in favour of Saskatchewan Opportunities Corporation, Xerox Canada Inc. and 597924 B.C, Ltd. In the event of default, the Lender may crystallize the Convertible Subordinated Debenture and appoint a Receiver-Manager over the mortgaged property. PhotoChannel may deal with its property in the ordinary course of business so long as the floating charge has not been crystallized by the Lender. The Lender will execute a subscription agreement and supporting documents for the issuance of the Convertible Subordinated Debenture and share purchase warrants.
Regulatory
Approval:	The issuance of the Convertible Subordinated Debenture, the Conversion Option and the Share Purchase Warrants by PhotoChannel are subject to the consent and requirements of the Montreal Exchange.
Other
Approvals:	The issuance of the Convertible Subordinated Debenture, the Conversion Option and the Share Purchase Warrants by PhotoChannel are subject to the approval of the Board of Directors of PhotoChannel, Saskatchewan Opportunities Corporation and 597924 B.C. Ltd., if necessary.
Board
Appointment:	Subject to the Lender advancing the entire loan of $2,300,000.00, PhotoChannel will nominate one candidate (to be named by the Lender) for appointment to the Board of Directors of PhotoChannel at the Annual General Meeting to be held on March 15, 2000.

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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT U.S. RESIDENTS
Purchase of Subordinate Convertible Redeemable Debentures
ACCEPTANCE
Schedule "I" to Private Placement Subscription Agreement
SCHEDULE II
SCHEDULE III INVESTMENT INTENT AND UNDERTAKING
SCHEDULE IV
SCHEDULE V TERM SHEET

EX-10.99(F)

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EXHIBIT 10.99(f)

SUBSCRIPTION AGREEMENT

    This Subscription Agreement is made by and between Tridium Research, Inc., a Washington corporation (the "Company"), and the undersigned (the "Investor"), who hereby subscribes for the shares of the Company's Common Stock described below (the "Shares").

    In consideration of the Company's agreement to sell the Shares to the Investor, upon the following terms and conditions, the Investor hereby agrees, represents and warrants as follows:

Section 1
Subscription

1.1  Purchase of Shares.  The Investor subscribes for the number of Shares set forth on the signature page below at a price of $0.20 per Share. It is understood that the minimum investment is $25,000. The Company's Board of Directors may, at its sole discretion, reduce this minimum investment amount for certain otherwise qualified investors. With this Subscription Agreement, the Investor agrees to remit payment for subscribed shares within three (3) days following execution of this Subscription Agreement by the Investor.

1.2  Stock Purchase Warrants.  There are no Stock Purchase Warrants associated with this Subscription Agreement.

1.3  Documents Provided to the Investor.  The Investor acknowledges receipt of materials describing the Company listed on attached Exhibit B.

1.4  Acknowledgements by the Investor.  The Investor understands and acknowledges that:

    (a) The Company may accept or reject this Subscription Agreement in its sole and absolute discretion.

    (b) This Subscription Agreement is and shall be irrevocable except that the Investor shall have no obligations hereunder in the event this Subscription Agreement is rejected for any reason.

    (c) No federal or state agency has made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Shares.

    (d) Because no public market for the Shares or other securities of the Company is expected to develop, the economic risk of the investment must be borne indefinitely by the Investor.

    (e) No assignment, sale, transfer, exchange or other disposition of the Shares or other securities of the Company can be made except in accordance with applicable transfer and other restrictions.

    (f)  Funds received from investors, including the Investor, will be immediately available to the Company upon acceptance of the subscriptions. The funds will not be subject to escrow pending receipt of a minimum amount necessary to accomplish the objectives of the Company set forth in the Company's Business Plan.

    (g) The Investor hereby consents to the placement of a legend on all certificates representing the Shares in substantially the following form:

These securities have not been registered under the Securities Act of 1933, as amended, the Securities Act of Washington, or the securities act of any other state. They may not be sold or offered for sale in the absence of an effective registration statement under the appropriate Act, or an opinion of counsel satisfactory to the issuer of securities that an exception under the Act is available and that such registration is not required.

    (h) The Company has relied upon the information set forth in this Subscription Agreement to qualify for exemptions from securities registration requirements.

1.4  Confidential Nature of Information.  The Investor acknowledges that the information provided to the Investor regarding the Company is confidential and nonpublic and agrees that all of the information will be kept in confidence by the Investor and neither used to the Investor's personal benefit (other than in connection with the Investor's investment decision) nor disclosed to any third party; provided, that this obligation does not apply to any such information that: (i) is part of the public knowledge or literature and is readily accessible as of the date of this Subscription Agreement; (ii) becomes part of the public knowledge or literature and, hence, readily accessible by publication; or (iii) is received from third parties, except third parties who disclose it in violation of confidentiality agreements they may have with the Company.

1.5  Investor Responsibility for Due Diligence Investigation.  The Investor acknowledges that he, she or it must rely upon his, her or its own examination of the Company, and the terms of the offering, including the merits and risks involved in making an investment decision on the Shares. The Company's offering documents, offering materials, and any statements made to Investors, all with respect to the business of the Company, its management or its financial condition, have not been reviewed or passed upon by the Company's counsel, accountants or other independent parties. The Company has not received any independent valuation of the Shares or the assistance of its counsel in preparing its business plan. Consequently, the Company's counsel should not be looked to for any assurance that there have not been material omissions or misstatements in the offer and sale of the Shares. Projections furnished by the Company have been prepared by the Company and represent only the good faith estimate by the Company of future financial performance and should not be considered as facts or certainties.

1.6  Investor Indemnification of the Company.  The Investor hereby agrees to indemnify and hold the Company harmless for liabilities or damages incurred by the Company arising as a result of any false statement or misrepresentation made by the Investor in this Subscription Agreement including, but not limited to, liabilities or damages incurred in connection with the loss of exemptions from securities registration requirements. Said indemnification shall be limited to the amount of the Subscriber's investment.

1.7  Shareholders' Buy-Sell Agreement.  The Investor understands and acknowledges that the Shares purchased by the Investor will be subject to a Shareholders' Buy-Sell Agreement dated August 23, 1994, as amended, a copy of which has been provided to the Investor. The Investor has signed the Consent To Be Bound By Shareholders' Buy-Sell Agreement attached to this Subscription Agreement as Exhibit C. The Investor understands that all certificates representing the Shares will bear a legend in the form set forth in the Shareholders' Buy-Sell Agreement.

1.8  C Corporation Status.  The Investor understands that the Company was originally incorporated in August 1994 as an S Corporation and subsequently converted to a C Corporation in 1997.

1.9  Substantial Risks of Investment.  THE INVESTOR UNDERSTANDS AND ACKNOWLEDGES THAT THE PURCHASE OF SHARES INVOLVES SIGNIFICANT RISKS THAT COULD RESULT IN THE LOSS OF THE INVESTOR'S ENTIRE INVESTMENT. Attached as Exhibit D is a description of some of the principal risks that the Company has identified to date. The Investor has carefully reviewed Exhibit D and acknowledges that there may be additional risks.

1.10  Summary Information Regarding Capital Structure of the Company.  The Investor has reviewed the "Summary Information Regarding Capital Structure" of the Company attached as Exhibit E. The Investor acknowledges that this information is in brief summary form, without a description of the ramifications to the holders of Common Stock. The Investor acknowledges that the

2

Company has recommended that the Investor consult his or her own attorney and/or tax advisor respecting an investment in the Shares.

Section 2
Representations and Warranties

2.1  Availability of Information.  The Company has made available to the Investor, or to the Investor's attorney, accountant or representative, all documents that the Investor has requested, and the Investor has requested all documents and other information that the Investor has deemed necessary to consider respecting an investment in the Company. The Company has provided answers to all questions concerning the offering and an investment in the Company. The Investor has carefully considered and has, to the extent the Investor believes such discussion necessary, discussed with the Investor's professional legal, tax and financial advisers and his, her or its representative (if any) the suitability of an investment in the Company for the Investor's particular tax and financial situation. All information the Investor has provided to the Company concerning the Investor and the Investor's financial position is correct and complete as of the date set forth below, and if there should be any material adverse change in such information prior to the acceptance of this Subscription Agreement by the Company, the Investor will immediately provide such information to the Company.

2.2  Shares Restricted.  The Investor knows that the Shares and other securities of the Company have not been registered under either federal or state securities laws, and the Investor represents and warrants that the Investor is purchasing the Shares for investment for his, her, or its own account and not on behalf of any other person, nor with a view to, or for resale or other distribution of the Shares. The Investor also understands that the Company is under no obligation and has no intention to register the Shares or other securities of the Company or to take any actions to make available exemptions from the registration requirements of state and federal securities laws, and that the Shares or other securities of the Company cannot be sold or otherwise distributed in the absence of an exemption from such registration requirements.

2.3  Investment in Not Readily Marketable Securities Not Disproportionate.  The Investor's overall commitment to investments that are not readily marketable is not disproportionate to the Investor's net worth. The Investor's investment in the Shares will not cause such overall commitment to become excessive.

2.4  Adequate Net Worth.  The Investor has adequate net worth and means of providing for his, her or its current needs and personal contingencies to sustain a complete loss of the investment in the Company at the time of investment, and the Investor has no need for liquidity in the investment in the Shares.

2.5  Risk of Investment.  The Investor recognizes that an investment in the Company involves certain substantial risks, which could result in the loss of the entire investment.

2.6  Truthfulness or Investor Representations.  The Investor represents and warrants that all of the information set forth in this Subscription Agreement is complete and correct.

Section 3
Status as a Qualified Investor

3.1 By initialing the appropriate space(s) below, the Investor represents and warrants that he, she or it is:

(a)

An "Accredited Investor" as defined in Section 3.2 below, or



(b)

A "Qualified Investor" as that term is defined in Section 3.3 below.

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3.2  Accredited Investor.  The Investor is an Accredited Investor, if he, she or it is (initial all applicable spaces):

(a	)	A natural person whose individual income exceeded $200,000 in each of the last two years or joint income with his or her spouse exceeded $300,000 in each of those years and who reasonably expects to receive the same level of income in the current year;
(b	)	A natural person whose individual net worth, or joint net worth with his or her spouse, now exceeds $1,000,000 and whose net worth will exceed $1,000,000 on the date of the Company's acceptance of this Subscription Agreement; or
(c	)	Any other "accredited investor" as that term is defined in Regulation under the Securities Act of 1933.

3.3  Qualified Investor.  The Investor is a Qualified Investor if (initial all applicable spaces):

	(a	)	The Investor's investment in the Company does not exceed 10% of the Investor's net worth (exclusive of home, furnishings and automobiles); or
X	(b	)	The Investor either alone or with his, her or its purchaser representative(s) has such knowledge and experience in financial and business matters that he or she is or they are capable of evaluating the merits and risks of the investment in the Company. In the event that the Investor is a Qualified Investor only because of meeting the conditions set forth in this Section 3.3 (b), the Investor hereby agrees to submit to the Company a letter describing the Investor's education, employment history and financial and business experience, including a description of the Investor's experience with investments that are not readily marketable (e.g., restricted stock, tax shelters, limited partnerships, etc.).

Sections 4 - 12
Miscellaneous

4.1  Washington Law Governs.  This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Washington. This Subscription Agreement and the rights, powers and duties set forth herein shall be binding upon the Investor, the Investor's heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.

4.2  Company Address.  An Investor completing and executing this Subscription Agreement should deliver it, together with a check (made payable to the order of "Tridium Research, Inc." in the amount of the Investor's subscription, to:

Tridium Research, Inc.
8826 122^nd Avenue N.E.
Kirkland, Washington 98033
Attn: Patrick Howard

5.  Warrants.  [RESERVED].

6.  Options.  [RESERVED].

7.  Dilution of Investors Interest.  Substantial dilution may accrue to investors in the event that the Company finds it necessary to raise additional capital, to use stock and stock options to compensate engineers and sub-contractors, or for any other lawful purpose as deemed necessary by the Company in its sole discretion.

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8.  Lack of Liquidity.  The Company stock is to be sold in a private offering. Currently stock can only be transferred to an individual stockholder's family members, and other stockholders of the Company, including the Company itself. If and when the Company is publicly traded, stock transfers could be more liquid. Other possible ties for liquidity may include sale of the company, in which individual stockholders may have the option of cash or the purchasing company's stock. There can be no assurances that these alternatives will become available.

9.  Determination of Stock Price.  The initial price of $0.20 per share has been arbitrarily determined by the Company. (This price per share value shall equal that amount listed in Section 1.1 Purchase of Shares, page 3 of this Subscription Agreement.)

10.  Indemnification and Release of Directors.  The Company's Articles of Incorporation and By-laws indemnify the directors against any third party claims and claims from the stockholders. This is subject to exceptions imposed by violations of law, wrongdoing and improper personal gain.

11.  Lack of Patent Protection.  The Company has applied for patent protection. Even though the patent application process has moved forward having completed preliminary examination, there can be no assurance that the PTC will grant patents pertaining to the technology. Additionally, there can be no assurance that the Company's patent(s), once issued, will not be challenged, invalidated or circumvented, or that any such rights will provide any competitive advantage.

11.1  Uncertain Ability to Protect Proprietary Technology and Intellectual Property Rights.  Because of the crucial importance of the protection of proprietary technology in the computer industry, litigation relating to intellectual property rights is common. Under certain circumstances, the Company may find it necessary or prudent to initiate or respond to such intellectual property claims in the ordinary course of business. It is very likely that the maintenance of any such litigation would require the dedication of significant management and financial resources, which would be likely to have an adverse impact on the Company regardless of the outcome of such proceedings. Of course, any adverse results on the merits of any such action would also have a negative impact on the Company, perhaps to the extent that the Company's ability to continue operation would be substantially impaired.

    The Company will be required to rely on trade secrets, know-how and continuing technological innovation to maintain its competitive position. There can be no assurance that the Company will be able to effectively protect its rights to its proprietary information and trade secrets.

    While it is highly probable the Company will find it necessary to raise substantial amounts of additional capital to pursue its Business Plan, the amounts required will vary depending on the specific opportunities and strategic alternatives pursued by the Company, as welt as overall market conditions. Adequate funds for the pursuit of the Company's plans, whether raised through the financial markets or by means of collaborative or other arrangements with corporate partners, or from other sources, may not be available when needed or on terms that would be acceptable to the Company. Insufficient funds may hinder or prevent the Company from implementing its Business Plan or may require the Company to delay, scale back or eliminate certain of its marketing or development programs. It is impossible at this time for the Company to estimate the amount of capital that will be required in the future, the timing of such capital retirements, or what valuation and share pricing such capital requirements might be expected.

12.  Competition.  The Company will operate in an extremely competitive and volatile environment against established computer technology companies. Nearly all of those competitors have substantially greater resources, development and engineering capabilities, distribution networks and relationships, and industry experience than the Company and can be expected to react strongly to the Company's marketing efforts. Such competitive responses may include, without limitation: seeking to surpass the Company's development programs, seeking to dominate critical distribution channels, engaging in intense and aggressive price competition, attempting to hire away the Company's key

5

technical, marketing or management personnel; and attempting to obtain the Company's trade secrets. The Company will be heavily dependent upon the skills of its management and other key staff, its ability to recruit and retain key personnel, its ability to establish and exploit distribution relationships, and its ability to raise additional financing when needed in order to withstand such competitive threats. Even if the Company is able to successfully respond to such competitive pressures, the Company's competitive environment may change fundamentally, which would be likely to have a material impact on the Company's prospects and future earnings.

INITIAL(S)	/s/ TMS	DATE	3/1/2000
		DATE

    IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of March 1, 2000.

Number of Shares: 250,000 Total Price: $50,000

    Indicate ownership as:

	(a)	Individual
	(b)	Community Property
	(c)	Joint Tenants with Right of Survivorship
	(d)	Tenants in Common
X	(e)	Other (specify)    Corporation

    The undersigned is a resident of the State of   Delaware    .

INVESTOR(S):

/s/ Tracy M. Shier
Signature	Signature of Joint Signer (if any)
Tracy M. Shier
Name (type or print)	Name of Joint Signer (type or print)

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Choices Entertainment Corporation Name as it should appear on
stock certificate

121 Vine Street, #1903
Residence Address	Address for Sending Notices
(or Business if not an individual)	(if different)
Seattle, WA 98121
City, State and Zip Code	City, State and Zip Code
206 443 6948
Telephone Number	Telephone Number
tms 1903 @ hotmail.com
E-mail Address	E-mail Address
Investor's Taxpayer ID or Social Security No.:	Citizen of:
52-1529536

ACCEPTED this 1st day of March, 2000:

Tridium Research, Inc.

By	/s/ PATRICK HOWARD
Its	President

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EXHIBIT A
(to Subscription Agreement)

Common Stock Purchase Warrant
(in addition to this Subscription Agreement)

There are no Stock Purchase Warrants associated with this Subscription Agreement.

8

EXHIBIT B
(to Subscription Agreement)

Documents and Information Provided to the Investor
(in addition to this Subscription Agreement)

1.

Articles of Incorporation as filed with the Washington Secretary of State on August 23, 1994.

2.

Shareholders' Buy-Sell Agreement dated August 23, 1994, as amended

3.

Business Plan dated as of   1999  .

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EXHIBIT C
(to Subscription Agreement)

CONSENT TO BE BOUND BY
SHAREHOLDERS BUY-SELL AGREEMENT

    In consideration of the issuance, sale, pledge, or other transfer to the undersigned of shares of stock in TRIDIUM RESEARCH INC., each of the undersigned hereby consents and becomes a party to and agrees to be bound by the Shareholders' Buy-Sell Agreement dated August 23, 1994, as amended, receipt of a copy of which is hereby acknowledged, as fully as if he or she were one of its of the original parties, and all of the shares owned by the undersigned shall be held in accordance with and restricted by the terms of such Shareholders' Buy-Sell Agreement. Said Agreement has been amended and is attached hereto as amended.

    DATED:   March 1, 2000  

CHOICES ENTERTAINMENT CORP.
By:	/s/ TRACY M. SHIER  Shareholder
	Shareholder's Spouse

Address:

Social Security Number

10

SHAREHOLDERS' BUY-SELL AGREEMENT

    THIS SHAREHOLDERS' BUY-SELL AGREEMENT (this "Agreement") is entered into effective as of the 23rd day of August, 1994, as amended, by and among TRIDIUM RESEARCH, INC., a Washington corporation (the "Corporation"), the persons listed on attached Exhibit A to this Agreement are those who currently hold all of the issued and outstanding stock of the Corporation (the "Current Shareholders"), as witnessed by having executed the Consent to Be Bound by this Agreement in the form of attached Exhibit C to the Subscription Agreement. The persons listed on attached Exhibit A shall be referred to, collectively, as the "Shareholders" and, individually, as a "Shareholder".

RECITALS

    The Shareholders and the Corporation believe it is in their and the Corporation's best interest to restrict the free transferability of the Corporation's common stock (the "Shares") to assure continuity in the control and management of the corporation.

    NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1.  General Restriction on Transfer. No Share or any interest therein shall be validly sold, assigned, awarded, pledged, encumbered, confirmed, or otherwise transferred, for consideration or otherwise, whether voluntarily, involuntarily, or by operation of law (collectively, a "Transfer"), except in accordance with the provisions of this Agreement. A purported transferee of a Transfer not made in accordance with the provisions of this Agreement shall not be recognized as a shareholder of the Corporation for any purpose whatsoever. A Transfer or attempt to effect a Transfer subject to the provisions of this Agreement shall be deemed to occur whenever any interest in any Share is transferred or is attempted to be transferred, voluntarily, involuntarily, or by operation of law, irrespective of whether any change in the record ownership of the Shares occurs.

2.  Transfers to Family. Notwithstanding anything in this Agreement to the contrary, a Shareholder may, during his life, effect a Transfer of all or any portion of his or her Shares to his or her spouse, or his or her lineal ancestors or descendants, or a trustee of a trust for the exclusive benefit of such spouse or ancestors or descendants (the "Permitted Transferees," who would then become "Shareholders"), provided that the transferee shall execute a Consent to be Bound by this Agreement in the form of attached Exhibit  C to the Subscription Agreement.

3.  Transfers.

3.1 Offer Notice. If any Shareholder (the "Transferor") desires to effect a Transfer of any or all of his or her Shares to any person other than a Permitted Transferee pursuant to a bona fide third party offer, the Transferor shall (a) give notice to the Corporation (an "Offer Notice") specifying the name and address of the proposed transferee, the number of Shares proposed to be transferred (the "Offered Shares"), the price per Share proposed to be paid by the proposed transferee for the Offered Shares (the "Offered Price"), and all other terms and conditions of the proposed Transfer; and (b) provide such additional information about the proposed transferee as the Corporation or any Remaining Shareholder (defined below) may reasonably request, which information shall be provided within ten (10) days of receipt of the request.

3.2 Offer to Sell. Giving an Offer Notice to the Corporation shall constitute an offer by the Transferor on the date the Offer Notice is given ("Offer Date") to sell the Offered Shares to the Corporation and/or the other Shareholders (the "Remaining Shareholders") at a purchase price per Share (the "Purchase Price") equal to the Offered Price and in the manner provided in Section 3.3. If

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the Offered Shares are proposed to be sold for consideration other than solely cash, the Offered Price shall be deemed to be the sum of (a) the fair market value of the consideration other than cash offered for the Offered Shares as determined in good faith by the Board of Directors of the Corporation, and (b) any cash consideration so offered.

3.3 Share Purchase Procedures. Each purchase of Shares by the Corporation and/or the Remaining Shareholders pursuant to this Section 3 shall be made as follows:

3.3.1  The Corporation shall have the first right to purchase any of the Offered Shares. It shall exercise this right by giving written notice to the Transferor (the "Corporation Acceptance Notice") within 14 days (the "Corporation Acceptance Period") after the Offer Date, stating the number of Offered Shares that the Corporation agrees to purchase. Provided that the Corporation and/or the Remaining Shareholders agree to purchase an the Offered Shares, delivery of the Corporation Acceptance Notice to the Transferor shall create a binding contract between the Corporation and the Transferor for the purchase and sale, at the Purchase Price and on the terms and conditions described in Section 3, of the number of Shares specified in the Corporation Acceptance Notice.

3.3.2  No later than five (5) business days after the expiration of the Corporation Acceptance Period, the Corporation shall provide each of the Remaining Shareholders with a copy of the Offer Notice and inform them of the number of Offered Shares the Corporation has agreed to purchase. If the Corporation does not exercise its right to purchase all of the Offered Shares, each of the Remaining Shareholders shall then have the right to purchase those Offered Shares that the Corporation has elected not to purchase (the "Remaining Offered Shares") which are allocated to the Shareholder pursuant to Section 3.3.4.

3.3.3  Within thirty (30) days after the expiration of the Corporation Acceptance Period (the "Shareholder Acceptance Period"), each Remaining Shareholder desiring to purchase all or part of the Remaining Offered Shares (an "Accepting Shareholder") shall deliver to the Corporation notice of his or her acceptance of the offer (the "Shareholder Acceptance Notice"), specifying the number of such Shares that he or she agrees to purchase. Provided that the Corporation and/or the Remaining Shareholders agree to purchase all the Offered Shares, delivery of a Shareholder Acceptance Notice to the Corporation shall create a binding contract between the Accepting Shareholder and the Transferor for the purchase and sale, at the Purchase Price and on the terms and conditions described in Section 4, of that portion of the Remaining Offered Shares allocated to such Accepting Shareholder under Section 3.3.4.

3.3.4  Each Accepting Shareholder shall first have allocated to him or her such portion of the Remaining Offered Shares as the number of Shares held by such Shareholder bears to the total number of Shares held by all of the Accepting Shareholders (a Shareholder's "Pro Rata Portion"), but limited by the number of Shares specified in his or her Shareholder Acceptance Notice. If any Accepting Shareholder agrees to purchase less than his or her Pro Rata Portion of the Remaining Offered Shares, each Accepting Shareholder who agrees to purchase more than his or her Pro Rata Portion of the Remaining Offered Shares shall have allocated to him or her such additional portion of the Remaining Offered Shares not so allocated under the preceding sentence as the number of Shares held by such Accepting Shareholder bears to the total number of Shares held by all Accepting Shareholders who agree to purchase more than their Pro Rata Portion of the Remaining Offered Shares, but again limited by the number of Shares specified in his or her Shareholder Acceptance Notice. This procedure shall continue until the Remaining Offered Shares have been allocated among the Accepting Shareholders to the extent specified in their respective Shareholder Acceptance Notices.

3.3.5  If the Corporation and the Remaining Shareholders have not agreed to purchase all of the Offered Shares, the Transferor may effect a Transfer of the Offered Shares to the proposed transferee at any time within sixty (60) days after the expiration of the Shareholder Acceptance Period at the Offered Price and on the terms and conditions stated in the Offer Notice only, provided that the

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proposed transferee shall have first executed a Consent to Be Bound by this Agreement in the form of attached Exhibit C to the Subscription Agreement.

4.  Terms of Sale and Closing. The Transfer of all of the Offered Shares to the Corporation and/or to Accepting Shareholders (collectively, the "Purchasers") shall be consummated on the terms and conditions set forth in the Offer Notice on a date set by the Corporation (the "Closing Date"), which date shall be not less than fifteen (15) nor more than thirty (30) days after expiration of (a) the Corporation Acceptance Period if the Corporation is purchasing all of the Offered Shares; or (b) the Shareholder Acceptance Period if the Corporation and the Remaining Shareholders are purchasing all of the Offered Shares. At least fourteen (14) days prior to the Closing Date, the Corporation shall give notice to the Transferor and all the Remaining Shareholders, specifying the number, if any, of the Offered Shares to be purchased by the Corporation and each of the Remaining Shareholders and specifying the Closing Date.

5.  Other Events Constituting an Offer to Transfer Shares.

5.1 Repurchase Events. Each of the following events or conditions shall constitute a Repurchase Event:

    (a) the filing of a petition in bankruptcy by or against the Shareholder;

    (b) any general assignment by the Shareholder for the benefit of his or her creditors;

    (c) any decree of divorce, dissolution or separate maintenance, or any property settlement or separation agreement wherein Shares are awarded to the former or separated spouse of a Shareholder who is also an employee of the Corporation;

    (d) the termination of employment of any Shareholder who is also an employee of the Corporation; provided, however, that the Corporation's board of directors, in its sole discretion, may determine that the termination of employment of any Shareholder who is also an employee of the Corporation shall not be considered a Repurchase Event ("employment" shall include full time employment, part time employment, or service as a consultant, on an advisory board, or on the Corporation's board of directors; "termination of employment" shall include all ways in which an employee's employment relationship with the Corporation can terminate, including, but not limited to, termination of employment as the result of retirement, voluntary termination or involuntary termination);

    (e) the death of a Shareholder;

    (f)  any Non-complying Transfer (defined in Section 7); or

    (g) any other event which, were it not for the provisions of this Agreement, would cause any such Shares, or any interest therein, to be sold, assigned, awarded, confirmed or otherwise transferred, for consideration or otherwise, to any person, whether voluntarily, involuntarily or by operation of law under circumstances that would not bring such event within Section  3 of this Agreement.

5.2 Purchase of Shares. Upon the occurrence of a Repurchase Event, as defined in Section 5.1 (except the Repurchase Event described in Section 5.1 (c)), the Corporation and secondarily the Remaining Shareholders shall have the right to purchase such Shareholder's Shares on the same terms and conditions as if such Shareholder had made an offer to sell such Shares pursuant to Section 3 at a price per Share equal to the Determined Price established pursuant to Section 6. Upon the occurrence of the Repurchase Event specified in Section 5.1(c), first that Shareholder whose former or separated spouse was awarded Shares, and then the Corporation and, after the Corporation, the Remaining Shareholders shall have the right to purchase any or all Shares owned, in whole or in part, by that Shareholder's former or separated spouse on the same terms and conditions as if such Shareholder's

13

spouse had made an offer to sell such Shares pursuant to Section 3 at a price per Share equal to the Determined Price established pursuant to Section 6.

5.3 Offer Notice; Offered Price. Within thirty (30) days after the occurrence of a Repurchase Event, the Shareholder or his or her trustee in bankruptcy, personal representative, guardian, executor or administrator, as appropriate (the "Transferor"), shall give written notice to the Corporation and the other Shareholders (the "Remaining Shareholders") of such event specifying the date of such event and describing in reasonable detail the nature of the event and the number of Shares affected. The price per Share shall be the Determined Price established pursuant to Section 6. Such notice shall be deemed to be the Offer Notice for purposes of Section 3, the number of Shares affected shall be deemed to be the Offered Shares, and such Determined Price shall be deemed to be the Offered Price. If the Corporation or any Remaining Shareholder has not received this notice upon the expiration of the thirty (30) day period, any Shareholder or director of the Corporation who has knowledge of such event may give notice to the Corporation and the Remaining Shareholders at any time after the end of such period, and the notice shall be deemed to be the Offer Notice.

5.4 Payment for the Shares. The Purchase Price for the Offered Shares for purposes of this Section 5 shall be paid in five (5) equal annual installments, together with interest on the unpaid balance at a per annum rate equal to the minimum rate of interest per annum necessary to avoid the imputation of interest under federal income tax laws. The first installment of principal and interest shall be paid on April 1 immediately following the end of the fiscal year in which the Repurchase Event occurred. Interest shall accrue commencing on the Closing Date as defined in Section 4. The unpaid balance of the Purchase Price for the Offered Shares may be prepaid in whole or in part at any time without penalty, and may be accelerated in the event of failure to pay any installment when due, in which case reasonable attorneys' fees and costs may also be recovered if any legal action for collection is commenced. The other terms and conditions and procedures for transferring Offered Shares shall be determined in accordance with Section 4.

6.  Determined Price. The Determined Price for each Share shall be calculated as follows:

6.1 Within sixty (60) days of the Repurchase Event, the Corporation and the Transferor shall attempt to agree on the Determined Price.

6.2 If the Corporation and the Transferor are unable to agree upon the Determined Price within such period, the Determined Price shall equal the value of the Corporation, as established by an independent qualified appraiser, divided by the total number of Shares outstanding as of the date the Repurchase Event occurs, and discounted to reflect any diminution in value resulting from the Shares of the Transferor comprising less than all of the outstanding Shares. The Corporation and the Transferor shall attempt to agree upon such an appraiser, and, if an appraiser is agreed upon in writing by the parties, the resulting calculation shall be final and binding. The costs of such appraiser shall be divided evenly between the Corporation and the Transferor.

6.3 If the Corporation and the Transferor are unable to agree upon a single appraiser within ninety (90) days of the Repurchase Event, then either party shall be entitled to notify the other in writing of such party's institution under the following two-appraiser process:

    Within ten (10) days of one party's giving notice to the other that he or she is instituting the two-appraiser process, each party shall notify the other in writing of his or her appointed qualified independent appraiser, which appraiser must be experienced in the valuation of closely held corporations and of the type of business engaged in by the Corporation. Each appraiser shall complete a calculation of the Determined Price, pursuant to Section 6.1 within sixty (60) days of the appointment of the first appraiser. The Determined Price shall be determined by the average of the two figures calculated by the two appraisers. Each party shall bear the costs associated with the appraiser he or she selects. If either party fails to appoint an appraiser within the allotted time period, or if either

14

appraiser fails to complete the calculation within the allotted time period, the calculation of the appraiser appointed by the other party shall be final and binding and shall be deemed to constitute the Determined Price.

7.  Effect of Non-complying Transfer. If any Transfer in violation of this Agreement shall be attempted, or if any involuntary or other purported Transfer by law of any Shares occurs or is attempted (each, a "Non-complying Transfer"), it shall be void and upon presentation for transfer the Corporation shall not give effect to such purported Transfer. The failure of the Corporation or its Shareholders to purchase, pursuant to Section 5, Shares, which are the subject matter of a Non-complying Transfer, shall not be construed as permission to proceed with such Transfer. In addition, any Shareholder or the Corporation may institute and maintain a proceeding to compel specific performance of this Agreement by the Shareholder attempting such Transfer, it being agreed that the other Shareholders not in default and the Corporation do not have an adequate remedy at law.

8.  Special Restrictions. [RESERVED].

8.1 Not Less Than All Shares. Unless the transferee is the Corporation, or one or more other Shareholders, a transferring Shareholder may only transfer all, but not less than all, of his or her Shares in any single transaction. For purposes of this Section 8.1, all transfers pursuant to a single Offer Notice or Decedent's Offer Notice, as the case may be, shall be considered transferred in a single transaction.

    8.2  Transferees Must Be Eligible Shareholders.  The transferring Shareholder (or personal representative in the case of a deceased Shareholder) may only transfer his or her Shares to an "eligible shareholder," as defined in Section 3 of the Subscription Agreement.

    8.3  Terminating Transfer Void.  No transfer of Shares may be made if the effect of such transfer, in the opinion of the Corporation on advice from Corporation counsel or accountants, would be to terminate the Corporation's status as a C Corporation (or to violate any code restrictions on the transfer of C Corporation shares).

    8.4  Resolution to Revoke.  No resolution to revoke the Corporation's election to be taxed as an C Corporation shall be effective for such purpose unless Shares representing greater than fifty percent (50%) of the total Shares of the Corporation vote in favor of such resolution.

    8.5  No Disproportionate Distributions.  If, at any time, the Board of Directors resolves to distribute earnings of the Corporation, such earnings shall be distributed pro rata among the Shareholders in proportion to the relative number of Shares held by each. The Corporation shall not make any distribution to Shareholders which varies the foregoing rule either with respect to timing or amount.

    8.6  Minimum Annual Distributions.  [RESERVED].

    8.7  Termination of S Election.  [RESERVED].

    8.8  Termination of Shareholder's Interest.  [RESERVED].

    8.9  Corporation's Duties.  The Corporation shall use its best efforts and shall take such action as may be reasonably necessary to avoid a termination of its corporate election status. In furtherance of and not by way of limitation of the Corporation's obligations, the Corporation shall not (a) issue more than one class of stock (except for a class of stock which only differs with respect to voting rights), (b) borrow funds from a Shareholder unless such borrowings satisfy the "straight debt"' safe harbor as defined in Code Section 1361(c)(S), (c) acquire a stock ownership interest in another corporation if the acquisition of such an interest will result in the Corporation becoming a member of an affiliated group as defined in Code Section 1361(b)(2)(A) unless counsel for the Corporation renders an opinion that such affiliation will not cause the Corporation's existing election status to terminate, or (d) process on its books and records any transfer prohibited by this Shareholder Agreement.

15

    9.  Miscellaneous Provisions.

    9.1  Further Assurances.  Each party agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. The obligation imposed by this Section 9.1 shall be specifically enforceable.

    9.2  Attorney's Fees.  In the event it is necessary for any party to engage an attorney to enforce the terms of this Agreement, regardless of whether a lawsuit or arbitration is commenced, the prevailing party shall, in addition to any other relief, be entitled to recover from the party in default reasonable attorney's fees and costs, including any on appeal.

    9.3  Construction Venue.  It is agreed and understood that this Agreement made in accordance with and shall be interpreted under the laws of the State of Washington. If any action or other proceeding be brought on or in connection with this Agreement, the venue of said actions shall be in King County, Washington.

    9.4  Number and Gender.  Unless some other meaning or intent is apparent from the context, the plural shall include the singular and vice versa, and masculine, feminine and neuter words shall be used interchangeably.

    9.5  Section Headings.  Section headings have been included solely for convenience and shall not be considered a part of this Agreement for any purpose relating to the interpretation or construction of its terms.

    9.6  Spousal Consent.  The execution of this Agreement by a Shareholder's spouse signifies that he or she authorizes, ratifies, confirms and approves the execution of this Agreement by the Shareholder, with the same force and effect as if a party hereto, and he or she further authorizes and appoints his or her spouse as his or her attorney-in-fact to exercise all rights he or she may have with respect to the ownership of any Shares, including the encumbrance and disposition of such Shares.

    9.7  Legend on Shares.  Upon execution of this Agreement, Shareholders shall deliver all certificates representing Shares to the Corporation to have substantially the following legend placed upon them:

The Shares represented by this certificate are subject to the terms of a Shareholders' Buy-Sell Agreement dated August 23, 1994, as amended, a copy of which may be examined at the principal office of the Corporation. All terms and provisions of the Shareholders' Buy-Sell Agreement are hereby incorporated by reference and made a part of this certificate.

    9.8  Amendments.  The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of the Corporation and the Shareholders holding two-thirds (²/3) of the outstanding Shares.

    9.9  Successors and Assigns.  This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, personal representatives, successors and assigns.

    9.10  Severability.  Should any provision or portion of this Agreement be held unenforceable or invalid for any reason, the remaining provisions and portions shall be unaffected by such holding.

    9.11  Entire Agreement.  This instrument constitutes the sole and entire agreement of the parties with respect to its subject matter and correctly sets forth the rights, duties and obligations of each as to the other with respect to the subject matter as of its date. Any prior agreements, promises, negotiations or representations concerning its subject matter not expressly set forth in this Agreement are of no force or effect.

16

    9.12  Termination.  This Agreement shall terminate on the written agreement of all parties, the dissolution, bankruptcy, or insolvency of the Corporation, or at such time as only one Shareholder remains, after the Shares of all other Shareholders have been transferred, redeemed or purchased,

    9.13  Notices.  Any notice or other communication required or permitted to be given under this Agreement shall be in writing, and notice shall be deemed given when delivered personally to, or deposited in the United States mail, first-class, postage prepaid, addressed to the Corporation at 8826 122nd Avenue N.E., Kirkland, WA 98033, or to the Shareholder at the Shareholder's address as set forth on attached Exhibit A. Any party may at any time give notice in writing to the other parties of a change of his or her address for purposes of this Section 9.13.

    9.14  Counterparts.  This Agreement may be executed by the parties in one or more counterparts, all of which taken together shall constitute one instrument.

    IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

TRIDIUM RESEARCH, INC.		SHAREHOLDERS: CECS CORP.
By	/s/ Patrick Howard	/s/ Tracy M. Shier
	Patrick Howard, President	By:
		By:

17

EXHIBIT D
(to Subscription Agreement)

RISKS:

    THIS INVESTOR PACKET, PARTICULARLY THE RISK FACTORS IN THIS EXHIBIT D AND THE RELATED BUSINESS PLAN, SHOULD BE CAREFULLY REVIEWED PRIOR TO MAKING A DECISION TO INVEST. THE INVESTOR UNDERSTANDS AND ACKNOWLEDGES THAT INVESTMENT IN THE SHARES INVOLVES VERY SIGNIFICANT RISKS, WHICH COULD RESULT IN THE LOSS OF THE INVESTOR'S ENTIRE INVESTMENT.

    1.  Assumptions and Forecasts based Solely on Management's Knowledge and Belief; Accountants Not Yet Engaged.  The Company's financial forecasts in the business plan were not prepared by an accountant and are not based on any standard or accepted forecasting techniques or procedures, but are limited to presenting, to the best of management's belief and knowledge, the expected financial results of the Company. Such forecasts are entirely dependent on a number of assumptions, some of which are described in the business plan, which management believes to be reasonable on the basis of the information presently known to them. However, these assumptions necessarily reflect matters of judgment and speculation, and it is therefore inevitable that the results of the Company's operations, when and if it conducts business operations, will vary from the forecaster projections, and possibly quite significantly. Investors should recognize that there can be no assurance that the forecasted results can be achieved, and should not place excessive reliance upon the Company's forecasts or the underlying assumptions. The Company has not yet chosen accountants to review all sales and expenditures, and there have been no sales of product or services described in the business plan as of this date.

    2.  Manufacturing Arrangements to be Determined.  Achieving the Company's production goals will require considerable planning and documentation. The Company may experience unanticipated problems with vendors and suppliers such as shortages, long lead times, foreign manufactured parts and conflicts of interest with the various parts manufacturers. Additional unforeseen technical problems could arise with FCC class B testing before consumer sales begin.

    3.  Dependence on Key Personnel/Other Commitments of Management.  Management of the Company will depend upon the services of its key personnel (its Chief Executive Officer, President, Vice Presidents, Hardware and Software Engineers, or other Officers of the Company). In addition, there are other key positions that have yet to be hired. Initially, some positions will not be required to devote their full time to the Company. No assurances are given that other obligations of these key individuals will not interfere with their ability to discharge their obligations to the Company. In addition, loss of even the partial services of any such key personnel could have an adverse effect on the Company. The Company does not currently intend to require its key management personnel to sign employment contracts or to agree to non-competition limitations in the event that they cease to be officers of the Company.

    4.  Negative Cash Flow Anticipated.  The Company anticipates that even as sales increase, it will continue to have negative cash flow while additional development and marketing continue. Assurances cannot be made that the Company will be profitable over any specific period or at all.

    5.  Lack of Market Interest.  The Company has not hired a market research firm to assess market demand. Instead the management is relying on personal knowledge of the market and selected interviews with various existing technology concerns.

    6.  Significant Capital Needs.  The Company may not be able to raise all the capital necessary to compete effectively. The initial offering limits the Company to $500,000 of investment. Additional filings to the Secretary of States Office of the State of Washington will be done as the Company raises in excess of $500,000. Based on assumptions presently available management perceives this to be sufficient to develop and market the Company's planned product line. However, market conditions are dynamic, making capital requirements variable for design, production and marketing not predictable, To date, the Company has raised $250,000 and is currently seeking to raise additional capital. This may cause for the Company to request a higher offering limit by filing the required documentation with the State of Washington.

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EXHIBIT E
(to Subscription Agreement)

SUMMARY INFORMATION REGARDING CAPITAL STRUCTURE

Authorized Shares

    The Company's authorized capital consists of 10,000,000 shares of Common Stock. The rights of the holders of these shares are as provided in the Company's Articles of Incorporation, a copy of which the Investor has received in accordance to the Subscription Agreement. Holders of Common Stock do not have preemptive rights or the right to cumulate their votes in elections of directors. All shares of the Company's stock are subject to a Shareholders' Buy-Sell Agreement dated August 23, 1994, as amended. In addition, the Company presently operates as a C Corporation, having changed its status from an Subchapter S Corporation in 1997.

Issued, Outstanding and Reserved Shares

    As of 1/31/  , 2000, 4,117,822 shares of Common Stock of the Company had been issued.

    In addition, the Company's Board of Directors has reserved a total of 1,000,000 shares of Common Stock for issuance to key employees, consultants, officers and directors pursuant to stock options granted or to be granted by the Board of Directors. The Board of Directors further intends to adopt an employee stock option plan.

Shares Offered

    In this offering, the Company intends to sell up to 4,250,000 shares of Common Stock at a price of $0.20 per share. The Company may not be able to, or may not choose to, sell all of the shares offered in this offering at stipulated price per share, and may, at its sole discretion, elect to sell large blocks of shares at less than the offering price per share specified in this Subscription Agreement. Additional filings will be done with the Secretary of the State of Washington as the Company nears, and expects to exceed, $500,000 of investment.

19

Tridium Research, Inc. EXHIBIT F
Signature Page CONFIDENTIAL

    This Signature Page to the Subscription Agreement ("Agreement") classifies all the information and documents obtained by CECS ("Viewer") on product, market, marketing, systems and hardware design, propriety software and algorithms, unit packaging, business plans and financial projections, production rates and pricing, trade secrets, patents pending and trademarks (collectively referred to as "Secrets") to be the property of Tridium Research, Inc., ("Tridium") a Washington Corporation.

    The Viewer understands that the information reviewed pursuant to this Agreement is absolutely confidential and proprietary and is intended only for the persons to whom it is transmitted by Tridium. The Viewer also acknowledges that any reproduction of this Agreement, in whole or in part, or the divulgence of any of its contents, without the prior written consent of Tridium are expressly prohibited.

    The Viewer agrees not to disclose or appropriate any of the Secrets to a third party without prior written permission of Tridium. The Viewer also agrees not to transmit the identity of Tridium or its principals or the specifics of any business negotiations or contractual Agreements entered into to any third parties without the prior written consent of Tridium. This Agreement shall be binding upon and inure to the benefit of all Viewers and all persons and companies, partnerships, corporations and their subsidiaries, domestic and foreign, which they represent or are a part of and their successors or assigns. A facsimile of this Agreement may be executed by each party separately and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.

    The Viewer acknowledges that these documents do not constitute an offer to sell any securities and any such solicitation will be undertaken only under appropriate documents and pursuant to all applicable securities laws. The information set forth herein is believed by Tridium to be reliable. It must be recognized, however, that projections and predictions about future performance of Tridium are subject to a high degree of uncertainty and no warranty of such projections is expressed or implied hereby. Also, all appropriate documents shall be read before investing in or subscribing for shares of Tridium (if investing) and the Viewer will have had opportunity to discuss this material with and ask questions of Tridium's President and/or Officers.

VIEWER(s):

CHOICES ENTERTAINMENT CORPORATION
/s/ Tracy M. Shier	Title	President
	Title

TRIDIUM:

Accepted by	/s/ Patrick Howard	Date	3/1/2000
Title	President

CIRCLE APPROPRIATE: Business Plan Subscription Agreement Other ______________

20

TRIDIUM RESEARCH INC.
Subscription Agreement

Kirkland, Washington
E-mail: info@dualmonitor.com
(T) (425) 822.2400 (F) (425) 827.3902

CONFIDENTIALITY

    The information and data provided in this document are strictly confidential and are supplied on the understanding that they will be held confidentiality and not disclosed to third parties without the prior written consent of Tridium Research, Inc. Any breach of this statement will result in legal action as permitted under the laws of the State of Washington.

21

TRIDIUM RESEARCH, INC.
Instructions for Investing

    If you wish to purchase shares of Common Stock in Tridium Research, Inc., please complete the attached Subscription Agreement and check the appropriate space(s) on page 7. Then, please mail or deliver the Subscription Agreement, together with your check made payable to "Tridium Research, Inc." to:

Tridium Research, Inc.
8826 122nd Avenue N.E.
Kirkland, Washington 98033
Attn: Patrick Howard
(current legal mailing address of company)
(may change as the company grows and/or moves to new offices)

    Upon acceptance of your Subscription Agreement, an officer of Tridium Research, Inc. will sign it and return a copy, as signed, together with a stock certificate representing your shares and, if appropriate, a Common Stock Purchase Warrant.

    If you have any questions please call the Tridium offices at (425) 822-2400.

22

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SUBSCRIPTION AGREEMENT
Section 1 Subscription
Section 2 Representations and Warranties
Section 3 Status as a Qualified Investor
Sections 4 - 12 Miscellaneous
EXHIBIT A (to Subscription Agreement)
EXHIBIT B (to Subscription Agreement)
EXHIBIT C (to Subscription Agreement)
CONSENT TO BE BOUND BY SHAREHOLDERS BUY-SELL AGREEMENT
SHAREHOLDERS' BUY-SELL AGREEMENT
RECITALS
AGREEMENT
EXHIBIT D (to Subscription Agreement)
EXHIBIT E (to Subscription Agreement) SUMMARY INFORMATION REGARDING CAPITAL STRUCTURE
TRIDIUM RESEARCH INC. Subscription Agreement

EX-10.99(G)(1)

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EXHIBIT 10.99(g)(1)

PROMISSORY NOTE

$35,000

SPEAKLINK INCORPORATED
October 19, 2000

    a.  Statement of Loan

    FOR VALUE RECEIVED, the Undersigned promises to pay to the order of CECS CORPORATION ("the Payee") at 111 Queen Anne Avenue North, Suite #501, Seattle, WA 98121, or at such other place as the Payee may designate in writing to the Undersigned, the principal sum of Thirty Five Thousand Dollars ($35,000) in lawful money of the United States of America.

    b.  Maturity; Payment

    This Note shall be repaid in full upon the maturity hereof, on or before December 19, 2000, unless required to be repaid at an earlier date in accordance with the provisions following. Repayment shall include all then unpaid principal and any accrued but unpaid interest on this Note.

    c.  Application of Payments

    Payments made hereunder shall first be applied against payments of interest and then toward the reduction of principal.

    d.  Interest

    Interest shall accrue on this Note at the rate of 12 Percent per annum.

    e.  Prepayment

    The Undersigned, shall, at any time, have the right to prepay, without penalty or premium, all or any portion of the loan evidenced by this Note.

    f.  Grace Period

    The Payee shall not exercise any right or remedy provided for in this Note because of any default of the Undersigned to pay the sums due hereunder, until after the expiration of a Fifteen (15) day grace period from the Undersigned's receipt of any demand for payment. No more than Three (3) grace periods shall be given during the term of this Note.

    g.  Action To Enforce

    (1) If the Payee shall institute any action to enforce collection of this Note, there shall become due and the payable from the Undersigned, in addition to the unpaid principal and interest, all costs and expenses of such action (including reasonable attorneys' fees), and the Payee shall be entitled to judgment for all such additional amounts.

    (2) the Undersigned irrevocably consents to the sole and exclusive jurisdiction of the Courts of the State of Washington and of any Federal court located in Washington in connection with any action or proceeding arising out of, or related to, this Note.

    (3) The Undersigned waives presentment, demand for payment, notice of dishonor, and all other notices or demands in connection with the delivery, acceptance, performance, default, or endorsement of this Note.

    (4) In any such proceeding, the Undersigned waives personal service of any summons, complaint, or other process and agrees that service thereof shall be deemed made when mailed by registered or certified mail return receipt requested to the Undersigned. Within Twenty (20) days after such service, the undersigned shall appear or answer the summons, complaint, or other process. If the Undersigned

shall fail to appear or answer within that Twenty (20) day period, the Undersigned shall be deemed in default and judgment may be entered by the Payee against the Undersigned for the amount demanded in the summons, complaint, or other process.

    h.  No Waiver, etc.

    No delay or failure on the part of the Payee on this Note to exercise any power or right given hereunder shall operate as waiver thereof, and no right or remedy of the Payee shall be deemed abridged or modified by any course of conduct.

    j.  State Law

    This Note shall be governed by and construed in accordance with the State of Washington applicable to agreements made and to be performed in Washington.

    k.  No Oral Change

    This Note cannot be changed orally.

UNDERSIGNED:

BORROWER: SPEAKLINK INCORPORATED

BY:	/s/ Adam Greenhalgh	DATED:	October 20, 2000
	Adam Greenhalgh President

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PROMISSORY NOTE

EX-10.99(G)(2)

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EXHIBIT 10.99(g)(2)

PROMISSORY NOTE

$35,000

SPEAKLINK, INC.
October 27, 2000

    a.  Statement of Loan

FOR VALUE RECEIVED, the Undersigned promises to pay to the order of CECS CORPORATION ("the Payee") at 111 Queen Anne Avenue North, Suite #501, Seattle, WA 98121, or at such other place as the Payee may designate in writing to the Undersigned, the principal sum of Thirty Five Thousand Dollars ($35,000) in lawful money of the United States of America.

    b.  Maturity; Payment

This Note shall be repaid in full upon the maturity hereof, on or before December 27, 2000, unless required to be repaid at an earlier date in accordance with the provisions following. Repayment shall include all then unpaid principal and any accrued but unpaid interest on this Note.

    c.  Application of Payments

Payments made hereunder shall first be applied against payments of interest and then toward the reduction of principal.

    d.  Interest

Interest shall accrue on this Note at the rate of 12 Percent per annum.

    e.  Prepayment

The Undersigned shall, at any time, have the right to prepay, without penalty or premium, all or any portion of the loan evidenced by this Note.

    f.  Grace Period

The Payee shall not exercise any right or remedy provided for in this Note because of any default of the Undersigned to pay the sums due hereunder, until after the expiration of a Fifteen (15) day grace period from the Undersigned's receipt of any demand for payment. No more than Three (3) grace periods shall be given during the term of this Note.

    g.  Action to Enforce

(1)

If the Payee shall institute any action to enforce collection of this Note, there shall become due and the payable from the Undersigned, in addition to the unpaid principal and interest, all costs and expenses of such action (including reasonable attorneys' fees), and the Payee shall be entitled to judgment for all such additional amounts.

(2)

the Undersigned irrevocably consents to the sole and exclusive jurisdiction of the Courts of the State of Washington and of any Federal court located in Washington in connection with any action or proceeding arising out of, or related to, this Note.

(3)

The Undersigned waives presentment, demand for payment, notice of dishonor, and all other notices or demands in connection with the delivery, acceptance, performance, default, or endorsement of this Note.

(4)

In any such proceeding, the Undersigned waives personal service of any summons, complaint, or other process and agrees that service thereof shall be deemed made when mailed by registered or certified mail return receipt requested to the Undersigned. Within Twenty (20) days after such service, the undersigned shall appear or answer the summons, complaint, or other process. If the Undersigned shall fail to appear or answer within that Twenty (20) day period, the Undersigned shall be deemed in default and judgment may be entered by the Payee against the Undersigned for the amount demanded in the summons, complaint, or other process.

    h.  No Waiver, etc.

No delay or failure on the part of the Payee on this Note to exercise any power or right given hereunder shall operate as waiver thereof, and no right or remedy of the Payee shall be deemed abridged or modified by any course of conduct.

    j.  State Law

This Note shall be governed by and construed in accordance with the State of Washington applicable to agreements made and to be performed in Washington.

    k.  No Oral Change

This Note cannot be changed orally.

UNDERSIGNED:
BORROWER: SPEAKLINK INC.
BY:	/s/ Adam Greenhalgh Adam Greenhalgh	DATED:	27th Oct 2000

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PROMISSORY NOTE

EX-10.99(H)(1)

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EXHIBIT 10.99(h)(1)

FASTVOICE
TERM SHEET

    This Term Sheet is an outline of the basic terms of our proposal. It is a commitment subject to the completion of due diligence, approval by our investment committee and the execution and delivery of final documentation satisfactory to all parties.

OCTOBER 31, 2000

Company:	FastVoice ("Borrower" or "Company")
Lenders:	Zilkha Venture Partners, L.P. ("ZVP"), and other Participants (collectively "Lenders")
Facility:	Up to $1,500,000 bridge loan payable as follows:
		a) ZVP to fund $300,000 on Closing Date
		b) ZVP with option to fund $200,000 on the following schedule: (i) $100,000 on December 1, 2000 and (ii) $100,000 on January 5, 2001.
		c) Other Participants to fund $200,000 on Closing Date, or at their option to commit on or before Closing Date to exercise any existing subscription agreements, warrants or options (as the case may be) to purchase Common Stock for the aggregate price of not less than $200,000; provided that such commitment to exercise shall be closed not later than November 14, 2000, and
		d) Other Participants with option to fund (i) $400,000 on December 1, 2000 and (ii) $400,000 on January 5, 2001.
Closing Date:	On or before November 7, 2000
Due Diligence:	ZVP to conduct and complete due diligence, reasonably satisfactory to ZVP, by (i) December 1, 2000 for purposes of exercising its option to fund the second and third tranches of the bridge loan and (ii) January 31, 2001 for purposes of submitting a term sheet to lead the Next Round (defined below)
Repayment in Cash or by Exchange:	At the Maturity Date the outstanding principal and accrued interest of the Notes (the "Debt"), the Borrower shall repay the Debt to the Lenders by exchanging the Debt for a number of Series A Convertible Preferred ("Series A") shares (or, if no Series A shares are offered, an equivalent number of other equity securities offered) which number shall equal the quotient of i) the Debt, divided by ii) the product of the lowest price per share for which shares are sold at the Next Round times .80 (the "conversion formula"). In the event ZVP does not lead the Next Round and the Next Round does not close on or before July 1, 2001, ZVP at its option may require that the Debt be repaid in immediately available funds pursuant to the terms of the Note.
Interest Rate:	Eleven percent (11%) per annum, compounded daily, based upon a 360-day year.
Senior Notes:	Promissory Notes to be senior to all future debt and all other existing unsecured or unencumbered debt obligations (the "Notes").
Maturity Date:	The earlier of July 1, 2001, or upon closing of the Next Round.

1

Extension:	At the Borrower's option, the Maturity Date may be extended for a period of 30 days; provided, however, in the event of any such extension, the multiplier in the conversion formula shall be decreased from ".80" to ".72."
Collateral:	Lenders shall have a first priority security interest in all unencumbered personal property and assets of Borrower, including intellectual property, see Exhibit A hereto
Equity:	For a period of 30 days after the opening of the Next Round, Lenders shall have the right to purchase up to 50% of the Series A shares (or such other equity securities), which are offered for sale by the Company in the next round of financing in which Borrower receives at least $5,000,000 ("Next Round").
Liquidity Event:	In the event of a Liquidity Event prior to the Next Round, Lenders shall have the right to convert the Notes to common stock on the same basis as the conversion formula and participate in the Liquidity Event, or at Lenders' option, accelerate the Note and require Borrower to repay the Debt. For purposes hereof, Liquidity Event shall include a merger, consolidation, sale, disposition, dissolution or related transaction resulting in a sale of all or substantially all of the stock or assets of the Borrower.
Closing Conditions:	On or before the Closing Date, each person with a right to purchase securities in the Company, whether such right arises from a subscription agreement or other instrument (including a certain Common Stock Purchase Right Agreement, dated as of January, 2000 (the "Rights Agreement")) shall have exercised, committed to exercise or waived such right. For purposes of the initial funding of the Facility by "other Participants," any exercise pursuant to the preceding sentence shall be applied toward the initial $200,000 tranche. In addition, on or before the Closing Date each such person shall indicate their understanding that any waiver of one's right under any such subscription agreement, pre-emptive right or related anti-dilution protection, including the Rights Agreement, shall constitute a waiver of such person's right to participate in the Next Round on a preferential pre-emptive basis.
Financial Covenants:	None.
Reporting:	Monthly financials within 25 days, FYE audited and unqualified opinion within 180 days. Other reports on request.
Documentation:	Lender's standard documents, including: conditions to advances, representations and warranties on company status, legal compliance, liens, legal compliance; covenants on investments, liens, debt, dispositions, insurance; remedies, jury waiver and WA law.
Expenses:	Company to reimburse ZVP.
Confidentiality:	This Term Sheet is confidential and proprietary to Lenders. Please treat it with the same respect that we treat your private information and do not disclose it to any third parties.

[Remainder of this Page is Intentionally Left Blank]

2

To confirm your agreement with these basic terms, please fax a signed copy of this Term Sheet to our office.

Zilkha Venture Partners L.P.
By:	/s/ [ILLEGIBLE] Its: General Partner
Date:	October 31, 2000	Agreed and confirmed:
		FASTVOICE.COM
		By:	/s/ [ILLEGIBLE]
		Title:	President
		Date:	Nov. 3, 2000

3

EXHIBIT A

Schedule of Unsecured Assets

     See attached schedule. Does not include intellectual property.

4

FastVoice.com
Assets by Category

Asset Category	Barcode #	Asset Description	Serial Number	Date Acquired	Purchase Price	Location
Software
	76	Visio 2000 Ent CD	SHP 123165	14-Mar-2000	992.21	Seattle
	75	CDW Software—Adobe Photoshop, Visio 2000, Adobe Illustrator	HS45PE-0197634820	19-Jan-2000	1,141.42	Seattle
	74	TOAD Debugger Software	NVTBPSU01	21-Jul-2000	2,067.64	Seattle
	46	Veritas Media/Documentation Kit & netbackup shared storage option	SLNSS115000	5-Jun-2000	6,914.34	SD
	71	Together/Solo	SOLO	13-Sep-2000	7,797.48	Seattle
	70	Toplink JAVA	10140	25-Sep-2000	19,792.35	Seattle
Laptops
	16	Fijitsu - E5140	R9Y01190	22-Dec-1999	1,840.77	Seattle
	17	Fijitsu - E5140	R9Y04048	22-Dec-1999	1,840.77	Seattle
	22	HP Omnibook Laptop	TW01010262	14-Mar-2000	2,168.18	Seattle
	24	Dell Inspirion 6000	9003WCC1FC68	15-Mar-2000	4,127.93	Seattle
	23	Dell Inspirion 5000	9003WCC1FC68	15-Mar-2000	4,127.94	Seattle
	1	Dell Inspirion 7500 (Y1GXN)	0009963T129619BH1632	3-Jan-2000	4,272.31	Seattle
	2	Dell Inspirion 7500	57155479-Y1GXP	3-Jan-2000	4,272.32	Seattle
	61	Boxlight Projector	2400X0-9M	5-Jun-2000	6,038.70	Seattle
Servers
	11	Hard Drives	7BV00EJS	22-Mar-2000	469.15	Seattle
	10	Hard Drive	7BV00RGS	22-Mar-2000	469.15	Seattle
	9	Exchange Server		16-Dec-1999	480.00	SD
	39	Color Frame Buffer	N/A	6-Apr-2000	690.69	SD
	8	File Server (Odd-Job)	Clone	16-Dec-1999	802.56	Seattle
	40	APC Smart 1400 RM UPS	N/A	11-Apr-2000	828.97	Seattle
	61	Ultra SCSI	Sg-XDSK010C-9G	30-Jun-2000	978.49	Seattle
	28	Switches for Servers	ALA20049	8-Apr-2000	1,046.66	SD
	14	Web Server	Clone	13-Jan-2000	1,283.02	Seattle
	47	Sun Switches		28-Apr-2000	2,293.82	SD
	35	AG 4000/800 2T1/E1 BD Licence 48 Ports	311931	25-Apr-2000	3,226.50	SD
	10	Sun Enterprise Ultra 5 Server	FW95210356	6-Jan-2000	3,910.68	Seattle
	55	HP LPR Rack Mounting Server	VS02316326	12-Jul-2000	5,483.46	Seattle
	11	Sun Enterprise Ultra 5 Server	FW95210292	6-Jan-2000	3,910.69	Seattle

5

FastVoice.com
Assets By Category

Asset Category	Barcode #	Asset Description	Serial Number	Date Acquired	Purchase Price	Location
	78	Telephony Board T1 48 port PCI	AG4000DT	7-Apr-2000	19,023.00	SD
	77	Redundant MM7 server hardware platform	SS7SRVRT1	7-Apr-2000	105,400.00	SD
Networking Equipment
	37	HP Procurve 2224 24 Port	STW94320824	31-Mar-2000	720.49	Seattle
	15	Watchguard Firebox II Security System	3008443	16-Dec-1999	3,650.61	Seattle
Office Equip/Rack Shelves
	38	Netshelter Shelfs	N/A	4-Apr-2000	1,302.30	SD
	29	Surgearrest Rackmount w/Fan		27-Mar-2000	1,349.16	SD
	26	Rack Base Cabinet		1-Apr-2000	1,419.00	SD
	32	Netshelter Cabinet w/Vent		14-Apr-2000	1,440.80	SD
	45	Toshiba Speakerphones		8-June-2000	1,597.88	Seattle
	60	Movincool Classic 14	6990008140	21-Aug-2000	1,873.90	Seattle
	25	LCD Rack Mount Display, kbd and Touchpad	STL0003FR-145	7-Apr-2000	2,310.94	SD
	48	Quick Silver Rack & Shelves		18-Apr-2000	2,348.48	SD
	36	Netserver Rack Mount System	SMF-9101389	6-Apr-2000	2,513.03	Seattle
	64	Cow Sofa & Chair	N/A	25-Aug-2000	2,733.75	Seattle
	66	Office Units for workstations	N/A	23-Aug-2000	5,000.00	Seattle
	27	Netshelter Cabinet		6-Apr-2000	5,494.07	SD
	34	9176 Cabinet w/mounting kit	N/A	26-Apr-2000	9,426.48	SD
	65	IKEA Furniture	N/A	12-Sep-2000	15,605.10	Seattle
	33	Misc Assets From Grant Norwitz	N/A	1-Dec-1999	30,780.62	Seattle
	80	Industrial Rack Mount PC (Dual Processor) with 16 Quick Connect slots	PCXXX	7-Apr-2000	51,506.84	SD
Computers
	42	Computer		6-Jun-2000	664.09	Seattle
	12	Workstation - 012 (Contract Use)	Clone	4-Dec-1999	944.92	Seattle
	4	Workstation - 004	Clone	29-Nov-1999	1,045.81	Seattle
	7	Workstation - 007	Clone	29-Nov-1999	1,045.82	Seattle
	6	Workstation - 006	Clone	29-Nov-1999	1,045.82	Seattle
	5	Workstation - 005	Clone	29-Nov-1999	1,045.82	Seattle
	21	Workstation - 014 (Contract Use)	Clone	8-Mar-2000	1,122.92	Seattle
	72	Computer Parts and Components		22-Sep-2000	1,225.01	Seattle
	54	Computer - Workstation		11-Jul-2000	1,303.20	Seattle
	30	Apple IMAC DV	SXB0132Y7HSE	14-Apr-2000	1,334.69	Seattle
	13	Workstation - 013	Clone	24-Jan-2000	1,362.93	Seattle
	52	Computer - Workstation		17-Jul-2000	1,374.87	Seattle
	53	Computer - Workstation		17-Jul-2000	1,374.88	Seattle

6

FastVoice.com
Assets By Category

Asset Category	Barcode #	Asset Description	Serial Number	Date Acquired	Purchase Price		Location
	58	18 GB Hard Drive	50337052	26-Jun-2000		1,441.23	Seattle
	57	18GB Hard Drive	50337173	26-Jun-2000		1,441.23	Seattle
	31	Apple PM G4	SXB0132Y7HSE	14-Apr-2000		1,627.92	Seattle
	41	Computer		23-May-2000		1,641.49	Seattle
	49	Computer Workstion		30-Jun-2000		1,943.93	Seattle
	63	Dell - Dimension 4100 Series	60CH001	16-Aug-2000		3,508.87	Seattle
	68	Dell - Dimension 4100	50CH001	16-Aug-2000		3,508.87	Seattle
	44	Dell - Dimension XPS B Series		12-Jun-2000		3,547.99	Seattle
	43	Dell - Dimension XPS B Series		12-Jun-2000		3,547.99	Seattle
	59	Toshiba Tecra 8100	70785354U	8-Aug-2000		4,324.90	Seattle
	58	Presentation LapTop	264781U	17-Jul-2000		4,355.11	Seattle
	62	Sun Ultra 10	PR05168332	30-Aug-2000		7,274.73	Seattle
Printer
	18	Hewlett Packard - Laser Jet Printer 4	USBB032197	16-Dec-1999		360.00	Seattle
	20	Hewlett Packard Printer	SG762120HY	16-Dec-1999		499.00	Seattle
	3	QMS SC-200 Digital Copier/Scanner	90901444-QMSUSA	22-Nov-1999		388.00	Seattle
	3	QMS Magicolor 6100 DP, 384MB 12PPM Color - 24PPM Blk/Wht 1200DPI	Q0194843	22-Nov-1999		8,250.50	Seattle
	19	Canon Copier	CNP408012345?	16-Dec-1999		18,661.00	Seattle
License
	79	MasterVox, Host-Base Text-to-Speech	MVRU3-98	7-Apr-2000		158,732.00	SD
	81	Veritas Licenses & Oracle	OR-03065V801	31-Mar-2000		337,650.50	SD
Intellectual Properties
Total					$	986,300.70

7

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FASTVOICE TERM SHEET
EXHIBIT A
Schedule of Unsecured Assets
FastVoice.com Assets by Category
FastVoice.com Assets By Category
FastVoice.com Assets By Category

EX-10.99(H)(2)

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EXHIBIT 10.95(h)(2)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE ACT.

FASTVOICE.COM

Senior Secured Convertible Promissory Note

$72,000.00 Date: January 11, 2001
Seattle, WA

FASTVOICE.COM, INC., a corporation organized and existing under the laws of the State of Washington (the "Company" or "Maker") for value received, hereby promises to pay to Choice Entertainment Corp or its assigns ("Holder"), on the earlier to occur of July 1, 2001 (the "Maturity Date") or a Liquidating Event (unless earlier exchanged as provided herein), the principal amount of Seventy Two Thousand ($72,000.00) with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance of such principal amount at a rate equal to eleven percent (11%) per annum from the date hereof, and with interest continuing to accrue on any overdue principal, at the aforesaid rate until the entire outstanding principal amount and all accrued but unpaid interest is paid in full. Unless exchanged and converted, as provided below, all payments due hereunder shall be made in lawful money of the United States of America in cash, check or wire transfer at the address of the holder set forth on the last page hereof or such other address as the holder may designate in writing to the Company. This Note is one of a series of promissory notes, which in the aggregate equal up to $1,500,000, to be delivered by the Company between the date hereof and January 5, 2001 (the "Bridge Loans"), and which Bridge Loans shall each be evidenced by a promissory note having similar terms and conditions.

1.

Exchange.

(a)

Upon the consummation of an offering and sale by the Company (the "offering") of shares of either Series A Preferred Stock or Common Stock, as appropriate, or of such other securities of the Company which are convertible into or exchangeable for shares of Series A Preferred Stock or Common Stock (the "Offering Securities"), the Company shall exchange the entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, in consideration for the issuance to the Holder of a number of duly authorized, fully paid and non-assessable shares of the Offering Securities equal to (i) such outstanding principal amount plus accrued but unpaid interest thereof, divided by (ii) 0.8 times the lowest price per share for which shares of the Offering Securities (the "Exchange Price") in the Offering.

(b)

In connection with any exchange hereunder, this Note shall be surrendered to the Company at the Company's principal place of business and a stock certificate representing shares of the Offering Securities shall be issued as promptly as practicable to the Holder of this Note.

2.

Liquidating Event.  If a Liquidating Event occurs prior to the consummation of the Offering, then the entire outstanding principal amount and all accrued but unpaid interest under this Note, at the election of the Holder, shall, prior to the consummation of such Liquidating Event, (i) be paid in full or (ii) converted into that number of shares of the Maker's common stock which is equal to (a) the entire outstanding principal amount and all accrued but unpaid interest under this Note, times (b) either (x) the Exchange Price based upon the actual price of any securities sold, if any, in the Liquidating Event or (y) if there is a sale or transfer of the Maker's assets, the implied Exchange Price based upon the implied valuation of the Maker's Common Stock relative to the

value of such sale or transfer as such sale or transfer relates to the overall value of the Company. A "Liquidating Event" shall mean (i) a merger or consolidation of the Company, (ii) a sale, transfer or other disposition of all or substantially all of the assets of the Company, (iii) the effectuation by the Company of a transaction or series of related transactions in which more than 25% of the voting stock of the Company is transferred to any third party, or (iv) a dissolution or winding up of the Company.

3.

Extension.

(a)

If the Maker has not exchanged the entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, on the Maturity Date and for so long as there is no Event of Default or Liquidation Event the Maker may, at its option and by written notice, extend the Maturity Date to July 31, 2001; provided, however, that the multiplier in the Exchange Price, referenced in paragraph 1(a) above, shall be, and hereby is deemed to be without the execution of any additional instruments by Maker, amended to be ".72" for all purposes under this Note (the "Amended Exchange Price").

(b)

In the event the notice, required under paragraph 3(a), is not given to Holder at least five business days before the Maturity Date and Maker fails to repay this Note in accordance with the terms hereof, the Note shall be considered to be in default pursuant to paragraph 4(a) below.

4.

Event of Default.

(a)

Upon the occurrence of any of the following events (each, an "Event of Default"):

(i)

the Maker shall fail to pay any principal, interest or other amount payable in respect of this Note on the date due and otherwise in accordance with the terms hereof; or

(ii)

the Maker shall default in the observance or performance of any covenant contained in this Note and that default shall continue unremedied for a period of five days following notice given by the Holder; or

(iii)

the Maker shall file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any state or any subdivision thereof or any other nation, state or political entity (whether such petition or proceeding is for relief from debts or for the appointment or authorization of a receiver, trustee, liquidator, custodian or conservator of the Maker or of the whole or substantially all of its property or any other purposes), or there is filed against the Maker any such petition or commenced against the Maker any such proceeding, and any such petition or proceeding filed or commenced against the Maker remains undismissed for a period of 60 days, or if the Maker by any act consents to, approves of or expressly acquiesces in any such petition or proceeding; the Maker shall seek relief under any such law; or the Maker shall make an assignment for the benefit of creditors; or a court of competent jurisdiction shall enter an order, judgment or decree, or enter an order for relief against the Maker in any case commenced under any such law;

then, at any time thereafter during the continuance of any Event of Default the Holder may, by written notice to the Maker, declare this Note to be forthwith due and payable, both as to principal and interest, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. The remedies provided herein shall be in addition to any other rememdy available to the Holder under this Note or under applicable law, or otherwise.

(b)

In addition to the remedies provided herein, if an Event of Default occurs pursuant to paragraph 4(a)(i) or (ii) above then Holder may, with the consent of Zikha Venture Partners

2

L.P. ("ZVP") (which consent shall be required only for so long as ZVP has outstanding any unpaid principal and interest under any of ZVP's Bridge Loans), without waiving any of Holder's right or remedies hereunder or otherwise provided by law, (i) require the Maker to effect a Liquidating Event and (ii) exercise its rights under paragraph 2 hereof; provided, however, that in such an event the formula for calculating the conversion rate for the number of Maker's Common Stock shall utilize the Amended Exchange Price, rather than the Exchange Price.

5.

No Prepayment.  This Note may not be prepaid in whole or in part without the consent of the Holder. Any such prepayment shall first be applied against interest accrued hereunder to the date of payment.

6.

Covenant of No Additional Debt.  The Maker covenants and agrees that without Hold's written consent which will not be unreasonably withheld, Maker will not incur or suffer to exist any Debt, other than trade debt incurred in the ordinary course of business and consistent with the past practices or Debt presently recognized on the Company's books and records and except for the Bridge Loans. For puposes hereof, "Debt" shall mean any indebtedness, contigent or otherwise, of the Company, including without limitation, (i) indebtedness evidenced by guarantees or in effect guarantees by the Company of Debt of any other third-party, (ii) indebtedness evidenced by notes, debentures, bonds or similar instruments of letters of credit, (iii) indebtedness representing the deferred and unpaid balance of the purchase price of any property or interest therin and obligations of the Company under any agreement to lease, or lease of, any real or personal property in each case which, in accordance with generally accepted accounting principles then in effect, appears as a liability upon a balance sheet of the Company, and (iv) obligations of the Company under interest rate swaps, caps, collars, calls and similar arrangements, and foreign currency hedges entered into in respect of any indebtedness or obligations.

7.

Security Interest.  At the request of the Holder, the Maker shall, at its own cost and expense, secure its obligations to the Holder hereunder and to each holder of a promissory note delivered in connection with the Bridge Loans, on a pro-rata basis, by pledging or creating or causing to be pledged or created in favor of the Holder and such other holders a perfected, first priority lien on and security interest in all tangible and intanglible personal property of the Maker, including its interest in any intellectual property. If requested by the Holder, the Maker will create such security interest and lien by executing and delivering such agreements, instruments, financing statements and documents necessary or reasonably required to effectuate the purposes of this paragraph 8; provided, however, Maker shall not be required to create a first lien on any tangible property for which a security interest (including a personal guarantee) exists as of the date hereof.

8.

Transfer of Note.  This Note is in registered form and is not transferable except in compliance with the Act and applicable state law, provided however, that the holder hereof may transfer a portion of this Note to a stockholder of the Company with the consent of the Company, which shall not be unreasonably withheld. Upon any such transfer, the Company will, at its expense, prepare new Notes in the denominations indicated by the holder hereof, deliver such new Notes as instructed by the holder and make appropriate entries on the Notes registry maintained at the Company's offices. The Company may treat the person in whose name this Note is registered on the Note registry maintained at such office as the owner hereof for all purposes and the Company shall not be affected by any notice to the contrary. The parties hereto, including the Company and all endorsers of this Note, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note. The Holder will be entitled to receive, in addition to any other remedies at law or in equity, all costs in connection with the collection and enforcement of this Note (including reasonable attorney's fees.

3

9.

Notice.  Any notice required hereunder shall be sent to the address stated below of the applicable party and shall be deemed to be given as of the day actually received if delivered by hand or if by a nationally recognized overnight mail service or courier, or on the fifth business day following deposit, certified mail and return receipt requested, with the U.S. Mail service, postage prepaid.

10.

Severability.  If it is determined that any of the provisions of this Note, including, without limitation, any of the covenants and agreements contained herein, or any part thereof is invalid or unenforceable, the remainder of the provisions of this Note shall not thereby by affected and shall be given full effect without regard to the invalid portions.

11.

Governing Law.  The laws of the State of New York shall govern this Note without giving effect to the conflicts of laws principles thereof.

    IN WITNESS WHEREOF, this Note has been executed and delivered as a sealed instrument on the date first above written by duly authorized representatives of the Company.

ATTEST:	FASTVOICE.COM INC.
[ILLEGIBLE]	By: [ILLEGIBLE]
	Its: CEO Address: 1824 E. Madison Seattle, WA 98122
ATTEST:
/s/ PATTY N. CHAVIS
	Address of Holder Choice Entertainment Corp. 121 Vine Street Suite 1903 Seattle, WA 98121

4

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FASTVOICE.COM Senior Secured Convertible Promissory Note

EX-21

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EXHIBIT 21

Subsidiaries of Registrant

    SoftUse, Inc. a Delaware corporation

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Subsidiaries of Registrant