COMMAND PERFORMANCE - NOTICE OF MATERIAL CHANGE.

NEW YORK/EDMONTON, AB--(BUSINESS WIRE)--June 14, 1995--COMMAND PERFORMANCE (Alberta Stock Exchange: CMD) Command announces today that an agreement has been reached with Command's associated company, COMMAND PERFORMANCE NETWORK, INC. (a Delaware corporation) ("CPN"), of which Command owns 20 percent, wherein WORLD INTERACTIVE NETWORK, INC. ("WIN") will acquire 80 percent of the common stock of CPN. The agreement is subject to completion of WIN's due diligence and formal documentation.

WIN has entered into a definitive asset purchase agreement with STRUTHERS INDUSTRIES, INC. (AMEX: SIR) whereby Struthers will acquire WIN's assets.

As part of the CPN agreement, WIN, with $82 million in assets, has agreed to provide financing to CPN of US$17,500,000 to enable CPN to acquire a digital, state-of-the-art satellite teleproduction facility for use by both CPN and WIN for future programming developments, and to launch the Sports Information Network.

CPN will debut WIN's direct response technology as part of the new, 24-hour-per-day, seven-day-per-week sports information network that is scheduled for launch on December 1, 1995. The network will be the first to offer continuous results, highlights, previews, and wagering odds on all sporting events worldwide. The scope of the network will include a satellite-delivered television channel, World Wide Web site on the Internet and other interactive media ventures.

In addition, WIN has expressed an offer to acquire 63 percent of the issued and outstanding common stock of Command from Command's existing controlling shareholder, HARWICK HOLDINGS LTD. Details of the offer have not yet been released and the offer is, of course, subject to the approval by the shareholders of Harwick Holdings Ltd. and all required regulatory bodies.

As part of the transaction, Mr. Robert Wussler, presently Chairman of the Board and director of Command, and Mr. Chris Desmond, presently President and director of Command, will remain as Chairman and President of CPN, respectively. Messrs. Wussler and Desmond, and others whom they may designate, will have the option to acquire 30 percent of the outstanding shares of CPN over a 10-year period. Additionally, both executives have been appointed to WIN-TV's board of advisors and will serve as directors of the newly created WIN Entertainment, Inc., with responsibilities for strategic acquisitions and network operations.

"This acquisition provides CPN both the financial resources and technology to accomplish our objectives and the opportunity to participate in the growth of a future giant in the industry, WIN Entertainment, Inc.," said Mr. Wussler.

Mr. Wussler also noted that, "Prior to the closing with WIN-TV, the common shares of CPN, Inc. will be reallocated between the shareholders of Command and CPN, Inc. This reallocation will treat all shareholders of Command on a fair and equitable basis."

COMMAND PERFORMANCE NETWORK LTD.

Per: Mr. Christopher Desmond

President

THE ALBERTA STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

CONTACT: Mr. Lynn Rowntree

Investor Relations 

602/854-7849 REPEATS: New York 212-575-8822 or 800-221-2462; Boston 617-330-5311 or

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