filed 6 December 2004.

signed at bottom 2 december 2004.

INFORMATION REGARDING THE PROPOSAL

PROPOSAL TO EFFECT A REVERSE STOCK SPLIT

Purpose: The Company's Board of Directors has unanimously adopted a resolution
seeking shareholder approval to effect a reverse stock split (the "Reverse
Split") of the Company's Common Stock. The timing and nature of the Reverse
Split is at the discretion of the Board of Directors; however, the Reverse Split
cannot exceed one-for-thirty and must be completed within twelve months from the
date of the shareholder approval. The Board of Directors believes that the
Reverse Split is in the Company's best interests in that it may increase the
trading price of the Common Stock. An increase in the price of the Common Stock
should, in turn, generate greater investor interest in the Common Stock, thereby
enhancing the marketability of the Common Stock to the financial community. In
addition, the resulting reduction in the number of issued and outstanding shares
of Common Stock will provide the Company with additional authorized but unissued
shares which could be utilized for future acquisitions or mergers or to
otherwise carry out the Company's business objectives.

Effect: The immediate effect of a Reverse Split will be to reduce the number of
issued and outstanding shares of Common Stock. If the full one-for-thirty
Reverse Split is executed, the total number of issued and outstanding common
shares will decrease from 1,120,161,555 to approximately 37,338,719. Although
the Reverse Split may also increase the market price of the Common Stock, the
actual effect of the Reverse Split on the market price cannot be predicted. The
market price of the Common Stock may not rise in proportion to the reduction in
the number of shares outstanding as a result of the Reverse Split. Further,
there is no assurance that the Reverse Split will lead to a sustained increase
in the market price of the Common Stock. The market price of the Common Stock
may also change as a result of other unrelated factors, including the Company's
operating performance and other factors related to its business as well as
general market conditions. The Reverse Split will affect all of the holders of
the Company's Common Stock uniformly and will not affect any shareholder's
percentage ownership interest in the Company or proportionate voting power,
except for insignificant changes that will result from the rounding of
fractional shares either up or down (see discussion below).

Procedure for Effecting Reverse Split: The Reverse Split of the Company's Common
Stock will become effective upon the filing by the Company of the shareholder
resolution with the Nevada Secretary of State (the "Effective Date"). The
Reverse Split will take place on the Effective Date without any action on the
part of the holders of the Common Stock and without regard to current
certificates representing shares of Common Stock being physically surrendered
for certificates representing the number of shares of Common Stock each
shareholder is entitled to receive as a result of the Reverse Split. New
certificates of Common Stock will not be issued.

Fractional Shares: No fractional shares will be issued in connection with the
Reverse Split. Shareholders who would otherwise be entitled to receive
fractional shares because they hold a number of shares of Common Stock that is
not evenly divisible by 10 will have the number of new....

It ends there for some reason...