INTRODUCTION

HELM CAPITAL GROUP, INC. ("Helm" or the "Company") is principally engaged in the financial services business through a wholly-owned subsidiary. Helm also maintains investments in several other entities described below.

Formed in 1997, MEZZANINE FINANCIAL CORP. ("Mezzanine"), a Delaware corporation and a wholly-owned subsidiary of Helm, is engaged in the business of making collateralized loans to ses.

In addition, a 14.9% owned affiliate and a public company, INTERSYSTEMS, INC. (together with its wholly-owned subsidiaries, hereinafter "ISI") (AMEX:II), designs, manufactures,...