December 16, 1999

Arter & Hadden LLP
Citicorp Plaza
725 S. Figueroa Street, Suite 3400
Los Angeles, CA 90017

Attention: Mr. Breton A. Bocchieri, Partner

Re: Insight v. Hewlett-Packard Co.

U.S.D.C. Case No.C98 3349CW


The EMCO/Hanover Group ("EMCO/Hanover") has been requested to express an opinion as to whether or not Insight Development Corporation ("Insight" and/or the "Company") had the ability to attract sufficient capital, in 1995, from which to satisfy its capital needs as defined in its Business Plan ("Plan") dated July, 1985. EMCO/Hanover understand that the Company’s capital needs at that time were $1.0 million as stated under Financial Summary of its Plan and has subsequently totaled another $ 6.1 million for a total of $ 7.1 million since 1995/6.


Not only was Insight Development Corporation able to satisfy its capital needs of $1.0 million at that time (namely: the aforementioned $1.0 million required for FY95, $245,000; and for FY96 - $755,000), but the same capital source, namely – MK Global Ventures, has subsequently singularly funded all of the Company’s capital needs since 1995, totaling some $8.5 million of the $10.5 million invested since Insight’s inception in 1985.

Did MK Global Ventures ("MK") have sufficient capital to meet Insight’s needs?

Yes, for MK not only invested the required $1.0 million noted in Insight’s Business Plan plus has further invested another $6.0+ million since the then "approved" Business Plan.

Could Insight have attracted other venture type capital?

Yes, in 1995, the VC market was highly liquid and in an uptrend. Further, Insight had a market niche with an excellent anticipated revenue stream, from $.7 million in FY 1996 to $2.4 million in FY 1997 to $9.8 million in 1997 to $20.4 million in 1998 and $36.5 million in 1999; it also had then a "high quality" customer identity even though there was a significant concentration in one customer (i.e.Hewlett-Packard, the "industry leader" in printers); and it was anticipating extremely high pre-tax margins (namely: 51%) plus net cash flow: in 1999, $14,713,000 on projected revenues of $36.5 million – all highly satisfactorily criteria for VC investing . . . . and then, needing only $1 million to meet its capital requirements of its five year Business Plan. In essence, it was then an excellent capital opportunity, with a high probably of sound, above average capability, for capital appreciation.

Opinion Analysis

As part of its opinion analysis, EMCO/Hanover made several visitations to the Company’s present facilities at 2420 Camino Ramon, Suite 202, San Ramon, CA 94583 – not only reviewing various source documents dating back to 1995 along with various filed Court documents but also interviewed several current Insight key employees, including its current President, Controller plus Chief Product Manager. In addition, Mr. Barren, the EMCO/Hanover specialist on this Case, directly spoke with Mr. Michael D. Kaufman, President of MK Global Ventures.

General Background

a.) The Company and its then Concept

Insight was founded in 1985 and for the next 10 years was involved was involved in the development and marketing of printing solutions software. The Company believed in 1995 that it had a unique concept, "focusing on the transition of an electronic image into high quality color output on any output device, [thus] plac[ing] Insight in a position to develop a solution to the two biggest problems in PC based graphics – file size and file format incompatibility – which are manifested to the user as severe barriers to the use of images in all types of daily business communications, both hard copy and electronic." Part of this solution was an approach to solving the bandwidth problem on the Internet for image transmission.

EMCO/Hanover understands that the 1995 Business Plan addressed " a vision for Insight that provides a universal solution to these problems, and enables several significant communities of interest to take full advantage of images in the communication of ideas."

It was further stated that the Company’s then vision was "to enable people to freely access images from any source and use them to communicate ideas". In 1995, management stated that Insight was a "registered developer for many leading companies that included Hewlett-Packard, Canon, Epson, Hitachi and Autodesk."

b.) Its Management

Unlike typical venture capital criteria for investment, management does not appear to have been a "key element of consideration." The reason: the Company in 1995/6 had only limited employees, six to be exact, and there had been throughout its history a high volatility of personnel.

Based on its interview with MK, EMCO/Hanover believes that as an existing investor and with 3i withdrawing from the U.S. market, MK saw an opportunity to take control of its investment and in particular, Insight’s product technology; thus, placing little regard on Insight’s management. Because of this, EMCO/Hanover saw no need to undertake any analysis in this area in order to arrive at its Conclusion(s), prior stated.

c.) Its Financial Condition – 1995

At June 30, 1994, Insight’s financial condition indicated total invested capital of approximately $ 3.4 million – consisting mostly of $3,260,608 in Preferred Stock, and negative retained earnings of <$3,356,080>. This was followed by negative earnings in Fiscal 1995 of <$441,018> plus certain other adjustments, which reflected a negative Shareholder Equity position of <$459,388> at June 30, 1995.

Total investment capital in Insight currently totals $10.5 million of which MK represents $8.5 million. The balance is represented by another venture capitalist, 3i Ventures – headquartered in England for whom the Undersigned acted as an Advisor on the West Coast, who withdrew from the U.S. market in 1994-5.

d.) Projected Operating Data

Internally prepared financial statements indicated revenue to grow to $ 36,505,000 by Fiscal 1999, with a pre-tax profit of $18,531,000. Net cash flow was anticipated to be $14,713,000 based on an operating margin of sixty percent (60%). After Fiscal 1996, no additional investment was forecasted – based on the then Company’s product mix in CAD based type products, namely –PrintAPlot, respective upgrades, RenderPrint and upgrades and Squiggle related products, which were anticipated to continue through Fiscal 1999.

MK Global Ventures ("MK")

MK has been Insight’s primary capital source since 1995. Founded in 1987, it currently has over $181 million of capital contributions (excluding capital appreciation on investments) in four Funds. Investments have been made primarily in five industry sectors: computer software/systems, semiconductors, consumer products, publishing and biotechnology.

Based on an interview with MK’s managing partner, Mr. Michael D. Kaufman, it has made singular investments in numerous companies, with three in excess of $20 million and with one, upwards to $40 million in a company, yet to show a profit.

Expert’s Opinion

For purposes of this opinion, EMCO/Hanover has relied on certain information supplied by the Company and certain of its outside advisors including that referred to herein. As such, EMCO/Hanover does not attest to the accuracy or accuracy or reliability of this information or to any subsequent events, which might or might not affect their accuracy or reliability, either positively or adversely, since the date of this opinion.

Please note that this opinion may be amended since EMCO/Hanover’s work with Insight may be on-going.

Experts Credentials

EMCO/Hanover’s opinion is based on its credentials as recognized by then 30,000 member Texas, the 35,000 member New York CPA Societies, and the 32,000-member California CPA Foundation – as a prior author and instructor in each’s Continuing Professional Education Advanced Valuation Courses. In addition, EMCO/Hanover has been accepted in the U.S. Court System as an on-line management and capital transaction specialist.

Since its inception in 1971, its Group members have completed as intermediaries more than $3+ billion in capital transactions. This has represented more than 1,000 individual transactions involving all types of capital plus 200 corporate turnarounds in which Mr. Barren has been personally involved as a senior consultant or an executive officer.

EMCO/Hanover has further given testimony as a specialist in business valuations before the Federal and California Court System plus the U.S. Tax Court regarding a diversity of businesses and circumstances in a variety of industries. In addition, Mr. Barren has acted as an advisor to a number of venture capitalist firms, including TransAtlantic Capital (London, England), 3i Ventures, Wood River Capital and Sierra Ventures.

Mr. Barren, the expert who prepared this report, has also written or been part of over 100 separate articles, involving capital, management, and tax related matters. He has further been a member or advisor to a number of SEC regulated investment banking/stock brokerage firms.

Both EMCO/Hanover’s and Mr. Barren’s professional profiles have been detailed under its website:


The EMCO/Hanover Group

Bruce W. Barren