Exhibit 1

THE LYNDE AND HARRY BRADLEY FOUNDATION, INC.

NATIONAL EMPOWERMENT TELEVISION (NET)

OPTION AGREEMENT CONSIDERATIONS

The current outstanding balance of the NET PRI is as follows:

Total PRI Commitment	$2,000,000

PRI funds disbursed to date:

Repayment

Amount	Date

1st installment (6.42%)	$500,000	6/30/98

2nd installment (5.38%)	$500,000	6/30/99

$1,000,000

Accrued interest receivable thru 6/30/96:	$50,268

The Foundation's options include:

1.	Option A -- Conversion of PRI loan to units of common stock and preferred stock

a)	$1,000,000 of existing outstanding PRI balance

b)	Up to $2,000,000 of PRI commitment if Foundation advances remaining $1,000,000 PRI loan commitment

2.	Option B -- Call option to purchase common shares in lieu of receiving preferred stock

Purchase Price Call:

$1,000,000 existing PRI balance

602 shares @ $250 = $15,050

$2,000,000 total PRI commitment

1203 shares @ 250 = $30,075

3.	Option C -- Do nothing!

Factors affecting the decision include:

1.	If the Foundation elected to convert the existing PRI loan balance ($1,000,000) based on Option A, the value of the stock at the time of conversion would be approximately $740,730. This amount represents the liquidation/book value of NET that would be available to the preferred stockholders, assuming that the initial Tranche A was completed and all funds were paid. This book value would continue to decline as the re-engineering of NET was completed over the next two years. Clearly, the market value of the stock is predicated on the future success of NET or a subsequent buyout at some time in the future. The stock value is highly speculative and any return would be far into the future. From an IRS perspective, a question could arise as to whether a NET equity position would be a "jeopardy" investment.

2.	As the market value of the stock is uncertain, there is uncertainty as to the value of the PRI loan because of FCF's ability to repay the loan. FCF could repay in cash or could offer to repay in the form of NET stock. Most likely, FCF would offer the NET stock in repayment. Accordingly, the Foundation would have another opportunity to own NET stock if deemed appropriate. A key issue at this point would be agreeing to the market value of the NET stock at the time of repayment. Most likely there would be a negotiated value assigned based on the current operations of NET. Since the first repayment occurs in 1998, the potential success or failure of NET will be much more determinable and a more educated investment decision can be made relative to the merits of owning NET stock.

3.	Conversion of the PRI loan to stock would trigger a repayment of the PRI for purposes of calculating qualifying distributions and the excise tax amount. My preliminary calculations indicated that a PRI loan repayment could have an adverse impact on the Foundation's 1996 excise tax rate, but this is no longer the case. If the Foundation elected the conversion, there would be no impact on the excise tax rate for 1996.

4.	Conversion to stock of the existing PRI loan balance would result in termination of interest during the remaining PRI loan period. Forfeited interest between July 1, 1996 and the scheduled repayment dates for the existing $1,000,000 PRI loan would be approximately $145,500.

5.	Conversion of the PRI loan to stock is not consistent with the overall intent of a PRI program. Generally speaking, as PRI loans are repaid the money is reinvested in new PRI activities rather than purchase of investments.

6.	The conversion question does not have any effect on the $30 million private offering. The conversion transaction is between FCF and the PRI loan holders and the related NET stock held by FCF.

Based on the above factors, I suggest that the Foundation not exercise the stock conversion at this time because of the high degree of uncertainty of the current and future value of the stock. While the repayment of the current and future PRI loans is not assured, retaining the PRI loans provides more leverage with FCF to seek repayment and also attain future NET ownership via repayment of the PRI loans with NET stock.

Robert N. Berkopec

June 24, 1996