Appendix: Deloitte & Touche LLP - Independent Auditor's Report

All information contained in audited financials are CONFIDENTIAL, except for the following:

1. Balance Sheet
   
   Note: The audited financials statements are prior to WebVision raising $45 million in a Series C financing.
   
   Preliminary numbers for WebVision fiscal year 2000 (ended Sept 30 2000)
   
   Total Assets $52,500,000
   Total Current Assets $25,500,000
   
   Total Current Liabilities is $14,600,000 consisting of:
   
   Accounts payable of $6,400,000
   Accrued liabilities of $2,000,000
   Deferred revenue of $2,000,000
   Notes payable of $3,600,000
   Capital leases of $600,000
   
   Note: a significant portion of the accounts payable liability balance will be soon replaced with a long-term capital lease liability.
   
   Long Term Liabilities is $900,000
   
   
2. September 30, 1999 and 1998 Audited Statement of Operations (Year End)
   

   a. Revenues	5,065,939/1,855,108
   b. Total Operating Expenses	6,368,865/2,842,070
   c. Loss Cont. Operations	(2,364,775)/(2,468,150)
   d. Net Loss	(338,493)/(8,962,183)