IN THE CIRCUIT COURT OF COOK COUNT, ILLINOIS

COUNTY DEPARTMENT, CHANCERY DIVISION

CONSTRUCTION CONSULTING GROUP,LTD.,

Plaintiff, No. 02 CH 7827

v.Judge Patrick E. McGann

SUPERIOR MARKETING SYSTEMS, INC.;

ALPHA SYSTEMS INTERNATIONAL,

a United Kingdom Corporation; and

MARK A. SCIORTINO,

Defendants.

NOTICE OF CLASS ACTION AND PROPOSED SETTLEMENT

TO: All persons or entities located anywhere in the United States who on or after April 19, 1997 to January 19, 2005 were sent or received an unsolicited advertising fax which was sent or transmitted by or on behalf of SUPERIOR MARKETING SYSTEMS, INC. (the “Settlement Class”).

PLEASE READ THIS NOTICE CAREFULLY.

THIS IS NOT A NOTICE OF A LAWSUIT AGAINST YOU. IT IS A NOTICE OF A SETTLEMENT BEING SENT TO YOU BY COURT ORDER. YOU MAY BENEFIT FROM READING THIS NOTICE.

IF YOU WERE NOT SENT AN UNSOLICITED FACSIMILE AD BY OR ON BEHALF OF SUPERIOR MARKETING DURING THE PERIOD APRIL 19, 1997 TO JANUARY 19, 2005, THEN THIS NOTICE DOES NOT APPLY TO YOU AND YOU MAY NOT SUBMIT A CLAIM FORM

IF YOU WISH TO RECEIVE A PORTION OF THE CLASS SETTLEMENT

PROCEEDS, YOU MUST RETURN THE FORM AT THE END OF THIS NOTICE BY JUNE 6, 2005.

WHAT THIS LAWSUIT IS ABOUT: Plaintiff filed this action in the Circuit Court of Cook County, Illinois. On behalf of a putative class, plaintiff alleged that Defendants Superior Marketing Systems, Inc. and Mark A. Sciortino (“Defendants”) violated the Telephone Consumer Protection Act, 47 U.S.C. §227 (“TCPA”), and state law by sending unsolicited facsimile advertisements. Defendants deny Plaintiff’s allegations, and have raised defenses to plaintiff’s claims. Defendants also claim that the TCPA is unconstitutional and raised other defenses. Judge McGann disagreed, as have other trial and appellate courts in various places, but there is no case from the Illinois Appellate or Supreme Courts or the U. S. Supreme Court addressing that issue.

Dismissal of Claims Against Defendant Alpha Systems, International. Plaintiff initially brought this action against only Superior Marketing Systems, Inc. In the discovery phase of this case, Plaintiff’s counsel learned that Superior Marketing ceased operations and that it allegedly contracted with an entity known as Alpha Systems International to transmit the facsimiles. Plaintiff amended its complaint to name Mark A. Sciortino an officer of Superior Marketing , and Alpha Systems International as defendants. Alpha Systems International is a U.K. corporation and Plaintiff has not obtained service on Alpha Systems. Plaintiff is dismissing its claim against Alpha Systems without prejudice and if you wish to pursue a claim against Alpha Systems you should immediately consult an attorney.

Judge McGann granted preliminary approval of the settlement, subject to a fairness hearing which will take place on June 20, 2005 at 11:00 a.m., in Room 2508 of the Circuit Court of Cook County, Illinois, Daley Center, 50 W. Washington, Chicago, Illinois, 60602.

The Court ordered that you be sent this notice because you appear to be a member of the class as defined above. Just because you received this Notice does not mean that you were sent an unsolicited facsimile ad by or on behalf of Superior Marketing. You were sent this Notice as records of Superior Marketing indicate you MAY HAVE been sent an unsolicited facsimile ad from Superior Marketing. Under penalties of law as set forth below, you should only submit this claim form if you were ACTUALLY sent an unsolicited facsimile ad from Superior Marketing. This notice explains the nature of the lawsuit and the terms of the settlement and informs you of your legal rights and obligations.

IN ORDER TO OBTAIN MONETARY BENEFITS OF THIS SETTLEMENT, YOU MUST COMPLETELY FILL OUT, SIGN AND RETURN THE PROOF OF CLAIM FORM AT THE END OF THIS NOTICE.

NO ADMISSION OF LIABILITY:By settling this lawsuit, Defendants are not admitting that they have done anything wrong. Defendants expressly deny that they have done anything wrong.

THE PROPOSED SETTLEMENT: Plaintiff and Defendants have agreed to the settlement described below. IF YOU WISH TO RECEIVE A PORTION OF THE SETTLEMENT PROCEEDS, YOU MUST RETURN THE PROOF OF CLAIM FORM AT THE END OF THIS NOTICE BY JUNE 6, 2005. If you do not wish to be bound by the settlement, you must opt-out. If you return your form and the settlement is finally approved, you will be sent a check for your portion of the settlement.

Recovery to Class Members. Defendants’ insurer agrees to pay into a Settlement Fund the total sum of $180,000 (the “Settlement Fund”). Prior to distribution of the Settlement Fund to the class, an incentive award of up to $3000 to the named plaintiff as approved by the Court, the costs of notice and class administration and attorney’s fees to Class Counsel in the amount discussed below will be paid from the Settlement Fund. After deduction of the items described above, Class Counsel shall pay from the Settlement Fund to each class member who: (i) does not opt-out; and (ii) RETURNS A FULLY COMPLETED AND SIGNED PROOF OF CLAIM FORM AT THE END OF THIS NOTICE INDICATING THAT THEY WANT TO PARTICIPATE IN THE MONETARY BENEFITS OF THE SETTLEMENT BEFORE [INSERT CLAIM DEADLINE]; a pro-rata share of the Settlement Fund based upon the number of valid claims submitted by class members. No class member will receive more than one payment, which will not exceed $500.00, regardless of the number of faxes sent or received. In the event funds remain in the Settlement Fund after payment of all valid claims, the remainder shall be donated to a charitable organization.

Attorney’s Fees. Plaintiff’s counsel will request approval of the Court for attorneys’ fees and costs of $50,400 (28%). Defendants will not oppose or cause to be opposed an application by plaintiff’s counsel for attorneys’ fees and costs of $50,400. Plaintiff’s counsel will not request additional fees and costs from defendant or the class and has agreed to assume the costs of notice and class administration.

Release. Settlement Class members who do not opt out as described below (whether or not they submit claims) (the “Releasors”), will be deemed to have forever released Superior Marketing Systems, Inc. and Mark A. Sciortino and their attorneys, agents, employees, officers, directors, shareholders, affiliates, subsidiaries, divisions, parent companies, predecessors in interest, insurers, insurer’s counsel, successors heirs and assigns, and all persons, natural or corporate, in privity with anyone or more of them; and their insurer ACUITY (the "Released Parties") of and from any and all actual, potential, filed, known or unknown, fixed or contingent, claimed or unclaimed, suspected or unsuspected, claims, demands, liabilities, causes of action, contracts, agreements, extra contractual claims, damages, punitive damages, expenses, acts, costs, attorneys' fees and/or obligations of any kind which are or could be based on, arise from or relate in any way to any of the facts or other matters alleged or which could have been alleged in this litigation, including but not limited to: (1) violation of the TCPA; (2) the claims asserted or which could have been asserted in this litigation including any and all amended complaints; (3) violation of any and all other laws, whether statutory, regulatory or decisional, and whether federal or state based arising out of or related to Defendant’s alleged unsolicited faxing advertisements to the Releasors without their consent whether said facsimiles are identical to, similar to, or different from the facsimile attached as an exhibit to the Plaintiff’s Second Amended Complaint.

CLASS COUNSEL’S OPINION OF THE VALUE OF THE SETTLEMENT: The $180,000 is being paid by insurance. The available insurance is $1 million per occurrence/ $2 million aggregate. The defendant’s assets are limited, and there is no way in which the defendant could pay $500 for each of the approximately 4,200 faxes it is believed to have sent. Accordingly, the insurance policy is the only meaningful source of recovery in this case. The insurer has raised policy defenses and claims that it has no liability whatever. Plaintiff’s counsel does not believe it is worth pursuing claims against Alpha Systems International and therefore dismissed this claim without prejudice.

The $180,000 amount was negotiated after a mediation presided over by Hon. Thomas J. Rakowski, retired Judge of the Illinois Appellate Court. Class counsel believe that it is fair and reasonable given the circumstances set forth above and that the class members should accept the settlement.

In an individual action, a prevailing plaintiff may be able to recover $500 in statutory damages under the TCPA ($1500 if a willful violation is shown). Of course if an individual does not prevail, he will receive no payment. Also, if an individual proves a willful violation or punitive damages the individual may defeat defendant’s insurance coverage.

Under certain state laws prevailing Plaintiffs may recover greater or lesser amounts, as some states have adopted their own TCPA-like statutes. Those statutes may also contain defenses which do not exist under the TCPA and which defenses may prohibit any recovery whatsoever.

CORRECT NAME: If any of the persons to whom this notice is sent have died or are divorced or changed their name, you should send a letter to Class Counsel explaining who you are and why the claim belongs to you and include any supporting documentation.

FAIRNESS HEARING: A hearing will be held on the fairness of the proposed settlement. At the hearing, the Court will be available to hear any objections and arguments concerning the fairness of the proposed settlement, including the amount of the award to plaintiff’s counsel of costs and attorney’s fees. The hearing will take place on June 20, 2005 at 11:00 a.m., before Judge McGann in Room 2508 of the Richard J. Daley Center, 50 W. Washington, Chicago, Illinois, 60602. YOU ARE NOT OBLIGATED TO ATTEND THIS HEARING UNLESS YOU WISH TO BE HEARD BY THE COURT IN PERSON AS TO YOUR OBJECTION TO THE SETTLEMENT.

YOUR OPTIONS

1. If you wish to receive a portion of the settlement proceeds, you must FULLY complete, sign and return the proof of claim form at the end of this notice indicating that you wish to participate in the settlement. The proof of claim form must be post-marked or received by Edelman, Combs, Latturner & Goodwin LLC on or before June 6, 2005. IF YOU DO NOT COMPLETE THE PROOF OF CLAIM FORM IN FULL OR IF IT IS NOT RECEIVED BY THE DATE INDICATED, IT WILL BE REJECTED. You will be represented by the attorneys for plaintiff without additional charge. Or, if you prefer, you may enter your own appearance or ask the Court to allow you to participate in the settlement through your own attorney. If you wish to participate on your own or through your own attorney, an appearance must be filed with the Court by June 6, 2005. If you participate through your own attorney, it will be at your expense. Any party who returns a claim form or otherwise does not exclude his or herself from the settlement, as described below, will be bound by the settlement agreement and release of claims against the defendant, as approved by the Court.

2. You have the right to exclude yourself from both the class action and the settlement by filing a written request for exclusion with the Clerk of the Circuit Court of Cook County, Illinois, Daley Center, 50 W. Washington, Chicago, Illinois, 60602. The request for exclusion must be received by the Clerk of the Court on or before June 6, 2005, and must list your name, address, and the name and number of the case. You must also serve copies of the request for exclusion on each of the attorneys for the plaintiff and for the defendant, at the following addresses by the same date.

Daniel A. Edelman Bart T. Murphy

Julie Clark WILDMAN, HARROLD, ALLEN & DIXON

EDELMAN, COMBS, LATTURNER & GOODWIN, LLC 2300 Cabot Drive, Ste. 455

120 S. LaSalle Street, 18th Floor Lisle, IL 60532-3639

Chicago, Illinois 60603

312-739-4200 (Attorney for Defendants Superior Marketing and

(888) 592-6124 Mark A. Sciortino)

Email: edcombs@aol.com

www.edcombs.com

(Attorneys for the plaintiff and the class)

3. If you object to the settlement, and wish to submit an objection rather than simply exclude yourself from the class action, you must submit your objection in writing to the Clerk of the Circuit Court of Cook County, Illinois, Daley Center, 50 W. Washington, Chicago, Illinois, 60602. The objection must be received by the Clerk of the Court on or before June 6, 2005, and must refer to the name and number of the case. You must also serve copies of your objection on each of the attorneys for the plaintiff and for the defendant listed above by the same date. Any objection must include your name and address, the name and number of the case, and a statement of the reasons why you believe that the Court should find that the proposed settlement is not in the best interests of the class. If you do file an objection and wish it to be considered, you must also appear at the hearing before Judge McGann on June 20, 2005 at 11:00 a.m. YOU ARE NOT REQUIRED TO ATTEND THIS HEARING UNLESS YOU PLAN TO OBJECT TO THE SETTLEMENT. Please note that it is not sufficient to simply state that you object. You must state reasons why the settlement should not be approved.

IMPORTANT: THE COURT REQUIRES THAT ANY REQUESTS FOR EXCLUSION OR OBJECTIONS BE RECEIVED BY THE CLERK BY JUNE 6, 2005. IF YOU MAIL A REQUEST FOR EXCLUSION OR OBJECTION, YOU BEAR THE RISK OF THE REQUEST FOR EXCLUSION OR OBJECTION NOT BEING RECEIVED BY THE CLERK BY THE DEADLINE.