Common use of Significant Information Clause in Contracts

Significant Information. Potential investors are urged to review as part of this Memorandum the documents concerning Financial Statements, management of the Company, biographies, employment contracts, compensation, principal shareholders and other important investment information. 41 Profit Centers of e*machinery, inc. LICENSING AGREEMENTS Major Manufacturers of Construction and Mining Machinery International Agencies and Trading Companies Domestic Agencies and Trading Companies ANNUAL MEMBERSHIP FEES FROM CUSTOMER BASE Manufacturers of Machinery Distributors/Dealers of New and Used Construction and Mining Machinery Rental/Leasing Companies Transportation Companies Lending Institutions Import-export Banks (Worldwide) Software Companies CONSULTING Appraisal of Construction * Mining Machinery Needs Analysis Dealers/Distributors Rental/Leasing Companies Contractors Acquisitions of machinery for specific customers Educational & Research Reports AS AGENT FOR DEALERS/DISTRIBUTORS/TRADING COMPANIES ADVERTISING REVENUE Manufacturers of Construction and Mining Machinery Retailers of Rebuilt and Refurbished Machinery Banks Leasing Companies Insurance Companies Retail Dealerships Educational Providers Other Non-related Advertisers U.S. Machinery Corp. BALANCE SHEETBALANCE SHEET DECEMBER 1, 1999 Cash $1,000 Developed software (1) 515,000 --------- Total Assets $516,000 ========= Accounts payable & accrued expenses $585,000 Stockholders equity (69,000) --------- Total liabilities & Equity $516,000 ========= Hardware/software for Web site and Web site development $875,000 Telephone/communications hardware/software 50,000 Initial Printing (marketing brochures and office forms) 65,000 Legal 50,000 Texas office set up - security deposits, furniture, computers and other office equipment 85,000 New Jersey office set up - security deposits, computers, and other office equipment 35,000 Public company stock purchase 200,000 Working capital requirements 1,140,000 ---------- Total Usage $2,500,000 ========== 1 To the extent that the maximum $2,500,000 has not been raised, working capital shall first be reduced to $250,000 and the other uses set forth above would then be proportionately reduced.

Significant Information. Potential investors are urged to review as part of this Memorandum the documents concerning Financial Statements, management of the Company, biographies, employment contracts, compensation, principal shareholders and other important investment information. 41 Profit Centers of e*machinery, inc. LICENSING AGREEMENTS Major Manufacturers of Construction and Mining Machinery International Agencies and Trading Companies Domestic Agencies and Trading Companies ANNUAL MEMBERSHIP FEES FROM CUSTOMER BASE Manufacturers of Machinery Distributors/Dealers of New and Used Construction and Mining Machinery Rental/Leasing Companies Transportation Companies Lending Institutions Import-export Banks (Worldwide) Software Companies CONSULTING Appraisal of Construction * Mining Machinery Needs Analysis Dealers/Distributors Rental/Leasing Companies Contractors Acquisitions of machinery for specific customers Educational & Research Reports AS AGENT FOR DEALERS/DISTRIBUTORS/TRADING COMPANIES ADVERTISING REVENUE Manufacturers of Construction and Mining Machinery Retailers of Rebuilt and Refurbished Machinery Banks Leasing Companies Insurance Companies Retail Dealerships Educational Providers Other Non-related Advertisers U.S. Machinery Corp. BALANCE SHEETBALANCE SHEET DECEMBER 1, 1999 Cash $1,000 Developed software (1) 515,000 --------- Total Assets $516,000 ========= Accounts payable & accrued expenses $585,000 Stockholders equity (69,000) --------- Total liabilities & Equity $516,000 ========= Hardware/software for Web site and Web site development $875,000 Telephone/communications hardware/software 50,000 Initial Printing (marketing brochures and office forms) 65,000 Legal 50,000 Texas office set up - security deposits, furniture, computers and other office equipment 85,000 New Jersey office set up - security deposits, computers, and other office equipment 35,000 Public company stock purchase 200,000 Working capital requirements 1,140,000 ---------- Total Usage $2,500,000 ========== 1 To the extent that the maximum $2,500,000 has not been raised, working capital shall first be reduced to $250,000 and the other uses set forth above would then be proportionately reduced.