Common use of SECURITIES BEING OFFERED Clause in Contracts

SECURITIES BEING OFFERED. The securities being offered are the shares of the Company's common stock, par value $0.0001 per share. Under the Company's Articles of Incorporation, the total number of shares of all classes of stock that the Company shall have authority to issue is 100,000,000 shares of common stock, par value $0.0001 per share (the " Common Stock") and 20,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). As of September 15, 1999, a total of 7,404,481 shares of Common Stock are issued and outstanding. No shares of Preferred Stock are issued or outstanding. All issued and outstanding shares of the Common Stock are fully paid and non-assessable. Common Stock Holders of Common Stock have the right to cast one vote for each share held of record on all matters submitted to a vote of holders of Common Stock, including the election of directors. Holders of Common Stock do not have cumulative voting rights in the election of directors. Holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Company's stockholders, and the vote by the holders of a majority of such outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation. Holders of Common Stock are entitled to receive dividends pro rata based on the number of shares held, when, as and if declared by the Board of Directors, from funds legally available therefor. In the event of the liquidation, dissolution or winding up of the affairs of the Company, all assets and funds of the Company remaining after the payment of all debts and other liabilities shall be distributed, pro rata, among the holders of the Common Stock. Holders of Common Stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable. Transfer Agent Signature Stock Transfer of Dallas, Texas is the transfer agent for the Shares.

SECURITIES BEING OFFERED. The securities being offered are the shares of the Company's common stock, par value $0.0001 per share. Under the Company's Articles of Incorporation, the total number of shares of all classes of stock that the Company shall have authority to issue is 100,000,000 50,000,000 shares of common stock, par value $0.0001 per share (the " "Common Stock") and 20,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). As of September 15July 23, 1999, a total of 7,404,481 9,100,000 shares of Common Stock are issued and outstanding. No shares of Preferred Stock are issued or outstanding. All issued and outstanding shares of the Common Stock are fully paid and non-assessable. Common Stock Holders of Common Stock have the right to cast one vote for each share held of record on all matters submitted to a vote of holders of Common Stock, including the election of directors. Holders of Common Stock do not have cumulative voting rights in the election of directors. Holders of a majority of the voting power of the capital stock issued Issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Company's stockholders, stockholders and the vote by the holders of a majority of such outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation. Holders of Common Stock are entitled to receive dividends pro rata based on the number of shares held, when, as and if declared by the Board of Directors, from funds legally available therefor. In the event of the liquidation, dissolution or winding up of the affairs of the Company, all assets and funds of the Company remaining after the payment of all debts and other liabilities shall be distributed, pro rata, among the holders of the Common Stock. Holders of Common Stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable. Transfer Agent Signature Pacific Stock Transfer Co. of DallasLas Vegas, Texas Nevada is the transfer agent for the Shares. Share Purchase Warrants There are no warrants authorized or issued. Options There are no options authorized or issued. Convertible Securities There are no convertible securities authorized or issued.