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                             PEN INTERCONNECT, INC.
                              2351 South 2300 West
                           Salt Lake City, Utah 84119

                              Information Statement

         This information statement is provided by the Board of Directors of Pen
Interconnect,  Inc., a Utah  corporation  (the  "Company"),  in connection  with
stockholder  approval by written  consent  ratifying the actions of the Board of
Directors  in issuing  warrants to acquire  1,000,000  shares of Common Stock to
certain lenders.

         The  foregoing  action  has been  effected  by  written  consents  (the
"Consents")  executed by the  holders of an  aggregate  of 51% of the  Company's
outstanding  Common Stock.  In accordance with the regulations of the Securities
and Exchange  Commission (the  "Commission"),  the Consents will be effective 20
days following the mailing of this information statement.

         The  warrants  were  issued  from  January  through  April  1997  to 15
individuals  and entities (the  "lenders") who loaned an aggregate of $1,000,000
to the Company.  The warrants are  exercisable  at $2.00 per share and expire on
the tenth  anniversary  of their  issuance.  The loans are  repayable  after six
months. If a loan is not repaid when due, the number of shares issuable pursuant
to the lender's  warrants  doubles.  If the loan is not repaid within 30 days of
maturity the exercise price for the warrants  decreases to $1.00 per share. If a
loan becomes more than 60 days overdue the exercise  price  becomes equal to the
lesser  of $1.00  per  share  and the  greater  of $.55 per  share or 75% of the
average  closing bid price of the  Company's  Common Stock during the 15 trading
days immediately  preceding the date of exercise (the "Market Price"). If a loan
becomes  more than 60 days  overdue  and the  Company's  stock is not  listed on
Nasdaq,  the exercise  price  becomes equal to the lesser of $1.00 per share and
75% of the Market Price. As of July 31, 1997,  loans with a principal  amount of
$775,000 remain outstanding.  The Company has filed a registration  statement to
register  the sale of  shares  of  Common  Stock  issuable  on  exercise  of the


         In general the Company's  Certificate of  Incorporation  authorizes the
Board of Directors to create and issue securities  convertible into Common Stock
without  shareholder  approval.  However,  the corporate  governance rules which
apply to companies  listed on the Nasdaq  National  Market System provide that a
company may not without  shareholder  approval in any transaction  issue at less
than the greater of market  value or book value a number of shares equal to more
than 20% of the number of shares of common stock then outstanding.  Although the
matter is not free from doubt,


the  Company  believes  that it is the  position  of Nasdaq  that the Company is
required to take into  account all shares  which are issuable on exercise of the
warrants  even if it is improbable  that the warrants will be exercised  because
the exercise  price of the  warrants is greater than the recent  market price of
the Common  Stock.  Although the exercise  price of the warrants is greater than
the market price of the Common Stock, it is arguably less than the Company's per
share book value.  Therefore the Company has obtained the Consents approving the
issuance of the warrants in order to satisfy the Nasdaq rules.

Vote Required

         Under  Utah  law,  the  affirmative  vote of a  majority  of the  votes
eligible  to be cast at a meeting of  shareholders  is  required  to approve the
authorization of the issuance of the warrants.
The Consents satisfy this requirement.

Dated:            Salt Lake City, Utah
                  August  , 1997

                                             By Order of the Board of Directors

                                             /s/ Dennis C. Ellis

                                             Dennis C. Ellis

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