Re: Innotec Group, Inc. 33684

SEALED BID TERMS AND CONDITIONS

CMA Auction Services ("CMA") is soliciting sealed bids by lot for the purchase of certain assets remaining from operation of Innotec Group, Inc. A description of each lot appears below.

All of the assets will be sold AS IS, WHERE IS, WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER. ALL SALES ARE FINAL. We encourage all potential bidders to conduct their own evaluation of the assets prior to submitting their bid. A preview of the assets has been scheduled for Monday, October 8, 2001, from 9:00 a.m. to 5:00 p.m., or by appointment, at 129 East Linden Avenue, Burbank, California.

To participate in the bidding process, all bids must be delivered to CMA no later than 5:00 p.m. on Friday, October 12, 2001. In order to qualify for consideration, bids must be in writing and must be accompanied by a cashier’s check representing a good-faith deposit equal to no less than twenty-five percent (25%) of the bid price. (A bid form appears below.) Following the deadline for receipt of bids, CMA will sell the assets to the party, which, in the sole and absolute discretion of CMA, is determined to have submitted the highest and best bid for each lot.

All parties who submit bids will be notified of CMA’s decision no later than 5:00 p.m. on Monday, October 15, 2001. Upon CMA’s determination of the highest and best bid, CMA will immediately deposit the cashier’s checks that were submitted as a deposit by the successful bidder(s). The deposit checks submitted by the unsuccessful bidders will be returned to such unsuccessful bidders via U.S. mail.

Upon CMA’s confirmation of successful bids, the successful bidder(s) must deliver to CMA the balance of the purchase price, plus applicable California sales tax (8%), via wire transfer or certified funds no later than 5:00 p.m. on Wednesday, October 17, 2001. If the successful bidder(s) fail to deliver the balance of the purchase price by such time, CMA may (1) elect to withdraw its acceptance of the bid; (2) retain the deposit as damages, which the successful bidder acknowledges are not less than the amount of the deposit; and (3) immediately sell the respective lots to the party submitting the next best bid for the same lot.

Upon full payment of the bid amount by the purchaser, CMA will deliver to such purchaser a bill of sale for lots purchased.

Following the delivery of the bill of sale, the purchaser(s) shall be responsible for the removal of purchased assets from their present location at 129 East Linden Avenue, Burbank, California. All assets must be removed by no later than Monday, October 22^th , 2001 at 5:00 p.m. If the assets are not removed by such time, the purchaser will be prevented from removing any remaining assets until CMA receives payment equal to $100.00 per day for each day the assets remain. Any assets that are not removed by 3:00 p.m. on Wednesday, October 24^th, 2001, will be deemed to have been abandoned by the purchaser.

Bids, accompanied by a deposit check should be submitted to the following:

CMA Auction Services
Attn: Victoria Murawske
40 East Verdugo Avenue
Burbank, California 91502
Telephone: 818-972-5352