NEW DIRECTIONS MANUFACTURING INC, SB-2, 1997-07-02

NEW DIRECTIONS MANUFACTURING INC
SB-2, 1997-07-02

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997

REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------
NEW DIRECTIONS MANUFACTURING, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
---------------

<TABLE>
<S> <C> <C>
NEVADA 2511 86-0671974
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
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<TABLE>
<S> <C>
2940 W. WILLETTA 2940 W. WILLETTA
PHOENIX, AZ 85009 PHOENIX, AZ 85009
(602) 352-1165 (602) 352-1165
(ADDRESS AND TELEPHONE NUMBER OF (ADDRESS OF PRINCIPAL PLACE
PRINCIPAL EXECUTIVE OFFICE) OF BUSINESS)
</TABLE>
PARACORP, INCORPORATED
318 NORTH CARSON STREET, SUITE 208
CARSON CITY, NV 89701
(888) 972-7273
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
---------------
COPIES TO:
LAWRENCE W. HORWITZ, ESQ.
HORWITZ & BEAM
TWO VENTURE PLAZA, SUITE 380
IRVINE, CA 92618
(714) 453-0300
---------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
NUMBER OF MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value..................... 1,000,000 $4.94 $4,940,000 $1,496.97
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Common Stock, $0.001 par
value, underlying
H&B options(2)............ 25,000 $2.25 $ 56,250 $ 17.05
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Total...................... 1,025,000 $4,996,250 $1,514.02
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- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 and based upon the average of the
bid and asked prices for the Common Stock on June 24, 1997, as reported by
the OTC Bulletin Board.

(2) Represents Common Stock issuable to Horwitz & Beam, Inc. upon exercise of
options granted to Horwitz & Beam, Inc. as counsel to the Company ("H&B
Options") in connection with this Offering. Pursuant to Rule 416
promulgated under the Securities Act, this Registration Statement also
covers any additional common shares which may become issuable by reason of
the anti-dilution provisions of the H&B Options. Registration fee
calculated pursuant to Rule 457(g)(2).
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

NEW DIRECTION MANUFACTURING, INC.

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATIONS S-B

SHOWING LOCATION IN THE PROSPECTUS
OF INFORMATION REQUIRED BY ITEMS OF FORM SB-2

<TABLE>
<CAPTION>
FORM SB-2 ITEM NUMBER AND CAPTION PROSPECTUS
--------------------------------- ----------
<C> <S>
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus....................... Facing Page of Registration Statement:
Outside Front Cover Page of
Prospectus

2. Inside Front and Outside Back Cover
Pages of Prospectus ............. Available Information; Incorporation
of Certain Documents by Reference;
Table of Contents

3. Summary Information; Risk Factors . Prospectus Summary; Risk Factors

4. Use of Proceeds ................... Prospectus Summary; Business of the
Company; Use of Proceeds

5. Determination of Offering Price ... Risk Factors; Underwriting

6. Dilution .......................... Dilution

7. Selling Security Holders .......... Not Applicable

8. Plan of Distribution .............. Underwriting

9. Legal Proceedings ................. Not Applicable

10. Directors, Executive Officers,
Promoters and Control Persons ... Management and Principal Shareholders

11. Security Ownership of Certain
Beneficial Owners and Management
................................. Management and Principal Shareholders

12. Description of Securities to be
Registered....................... Description of Securities

13. Interests of Named Experts and
Counsel.......................... Not Applicable

14. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................. Indemnification of Directors and
Officers

15. Organization Within Last Five
Years............................ Business of the Company

16. Description of Business............ Business of the Company

17. Management's Discussion and
Analysis of Plan of Operation.... Management's Discussion and Analysis
of Financial Condition and Results of
Operations

18. Description of Property............ Business of the Company (Properties)

19. Certain Relationships and Related
Transactions..................... Certain Transactions

20. Market for Common Equity and
Related Stockholder Matters...... Risk Factors; Underwriting

21. Executive Compensation............. Total Executive Compensation

22. Consolidated Financial Statements.. Consolidated Financial Statements

23. Changes In and Disagreements With
Accountants on Accounting and
Financial Disclosure............. Not Applicable
</TABLE>
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JULY 2, 1997

PROSPECTUS

NEW DIRECTIONS MANUFACTURING, INC.

1,000,000 SHARES
OF
COMMON STOCK
($0.001 PAR VALUE)

The shares of Common Stock of New Directions Manufacturing, Inc., a Nevada
corporation (the "Company") offered hereby (the "Shares") will be sold from
time to time by the shareholders described herein (the "Selling Shareholders")
in transactions in the national over-the-counter market or otherwise at prices
prevailing at the time of sale. The Company will not receive any of the
proceeds from the sale of the Shares. All expenses incurred in registering the
Shares are being borne by the Company, but all selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
See "Selling Shareholders."

The Shares offered hereby have been acquired by the Selling Shareholders from
the Company in private transactions and are "restricted securities" under the
Securities Act of 1933, as amended (the "Act"), prior to their sale hereunder.
This Prospectus has been prepared for the purpose of registering the Shares
under the Act to allow for future resales by the Selling Shareholders to the
public without restriction. To the knowledge of the Company, the Selling
Shareholders have made no arrangement with any brokerage firm for the sale of
the Shares. The Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Act. Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the Act. See "Plan of Distribution."

Brokers or dealers effecting transactions in the Shares should confirm the
registration of the Shares under the securities laws of the states in which
such transactions occur or the existence of an exemption from such
registration, or should cause such registration to occur in connection with any
offer or sale of the Shares.

The Common Stock of the Company is traded in the over-the-counter market and
quoted on the National Association of Securities Dealers Electronic Bulletin
Board ("OTC Bulletin Board") under the symbol "NDMI." The closing bid and asked
prices for the Common Stock on June 24, 1997, as reported by the OTC Bulletin
Board were $4.625 and $5.25 per share, respectively. To date, the volume of
trading in the Common Stock has been limited and, therefore, the market prices
for the Common Stock may not accurately reflect the value of the Company.

-----------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 4.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>

AVAILABLE INFORMATION

The Company is not presently subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Company has filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form SB-2 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") with respect to the securities offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain information
contained in the Registration Statement on file with the Commission pursuant
to the Act and the rules and regulations of the Commission thereunder. The
Registration Statement, including the exhibits thereto, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of such material
may be obtained by mail at prescribed rates from the Public Reference Branch
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.

----------------

TABLE OF CONTENTS

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PAGE
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<S> <C>
PROSPECTUS SUMMARY........................................................ 1
RISK FACTORS.............................................................. 3
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS................... 6
DIVIDEND POLICY........................................................... 6
SELECTED FINANCIAL DATA .................................................. 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................................................... 7
BUSINESS OF THE COMPANY................................................... 9
MANAGEMENT................................................................ 12
PRINCIPAL SHAREHOLDERS.................................................... 15
SELLING SHAREHOLDERS...................................................... 16
PLAN OF DISTRIBUTION...................................................... 16
DESCRIPTION OF SECURITIES................................................. 17
LEGAL MATTERS............................................................. 17
EXPERTS................................................................... 17
INDEX TO FINANCIAL STATEMENTS............................................. F-1
</TABLE>

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information and the
Financial Statements (including the notes thereto) appearing elsewhere in this
Prospectus. Unless otherwise specifically referenced, all references to dollar
amounts refer to United States dollars.

THE COMPANY

The Company was incorporated under the laws of the state of Nevada on January
9, 1997. In July 1996, Sean F. Lee acquired an option to purchase 100% of the
issued and outstanding common stock of New Directions--Manufacturers of
Contemporary Furniture, Inc. ("New Directions"), a manufacturer and distributor
of contemporary oak wood furniture. See "Business of the Company." The Company
acquired the option ("Option") to purchase the outstanding capital stock of New
Directions in exchange for $100,000. The Stock Purchase Agreement and the
companion agreements pertaining to the acquisition of New Directions by the
Company shall collectively be referred to herein as the "Acquisition
Agreement."

The terms of the Acquisition Agreement include the following:

1. The Company held the option to purchase 100% of the issued and
outstanding common stock of New Directions for the stated purchase price of
$2.08 million, of which approximately $1.18 million was to be paid in cash
on or before January 31, 1997, the purchase price of the option of $100,000
would be credited, and $800,000 was to be financed by the Sellers under the
terms of a four year promissory note bearing interest at the rate of 8%
annually with level principal and interest payments due monthly. The amount
of the cash payments to be made at closing was dependent upon the amount of
New Directions' accounts receivable on the closing date.

2. The selling shareholders of New Directions, which included its current
officers and directors, have agreed to a five year non-compete covenant.

3. Except as noted in (4) below, the officers and directors of both the
Company and New Directions would resign and be replaced with the nominees
of the Company. (See "Management.")

4. Jack Horner, Jr., a co-founder, shareholder and executive officer of
New Directions, would continue to serve as the Vice-President of the
Company after the Company's acquisition of New Directions.

5. Two key executive officers of the Company, Donald A. Metke and Jack
Horner, Jr., were each issued 510,000 shares of restricted common stock of
the Company in exchange for the payment of par value and to ensure their
long term commitment to the Company. Sean F. Lee was issued 1,410,000
shares of restricted common stock of the Company.

On January 15, 1997, the Company exercised the Option with a cash payment of
$1,180,000. The remaining balance of the purchase price of $800,000 was
financed by the sellers according to a promissory note under the terms set
forth in (1) above. There remains due and owing $727,807.07 under the note, as
of May 30, 1997.

The Company entered into a Plan of Merger (the "Merger Agreement") with
Premier Ventures & Exploration, Inc., a Louisiana corporation ("Premier") on
February 25, 1997. The purpose of the merger was to change the corporate
domicile of the Company from Louisiana to Nevada. Prior to the execution of the
Merger Agreement, Premier was a public company with dormant operations and had
3,560,296 shares of common stock outstanding. Premier's common stock was listed
on the NASD's over-the-counter market as of January 6, 1997. Pursuant to the
terms of the Merger Agreement, the Premier shareholders received one share of
the Company for every share of Premier common stock they held, all Premier
stock was cancelled, and Premier was merged with and into the Company, leaving
the Company as the surviving entity. The Merger was effective on April 16,
1997.

1
<PAGE>

The address of the Company's principal executive offices is 2940 W. Willetta,
Phoenix, AZ 85009. The Company's telephone number is (602) 352-1165. Unless
otherwise noted, the "Company" as used in this Prospectus, will refer to the
consolidated entities described above.

THE OFFERING

<TABLE>
<C> <S>
Common Stock Outstanding on May 30, 1997..... 4,916,960
Common Stock Offered by Selling Shareholders. 1,000,000
Risk Factors................................. The securities offered hereby
involve a high degree of risk
and immediate substantial
dilution. See "Risk Factors."
OTC Bulletin Board Symbol.................... NDMI
</TABLE>

SUMMARY FINANCIAL INFORMATION

The following table presents selected historical financial data for the
Company derived from the Company's Financial Statements. The historical
financial data are qualified in their entirety by reference to, and should be
read in conjunction with, the Financial Statements and notes thereto of the
Company, which are incorporated by reference into this Prospectus. The
following data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements of the Company and the notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
JUNE 30 DECEMBER 31
--------------------- ---------------------- FIVE MONTHS ENDED
1996 1995 1996 1995 MAY 31, 1997
---------- ---------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................. $5,802,840 $4,607,085 $2,872,989 $2,789,447 $2,704,753
Net income (loss)....... $ 50,078 $ (30,370) $ (213,734) $ (111,210) $ 28,079
Net income (loss) per
share.................. $ 50 $ (30) $ (214) $ (111) $ 0.01
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED FIVE MONTHS ENDED
JUNE 30, 1996 DECEMBER 31, 1996 MAY 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital........... $576,812 $385,689 $ 807,467
Total assets.............. $890,070 $681,063 $2,921,532
Total liabilities......... $268,925 $273,653 $ 995,178
Stockholder's equity...... $621,145 $407,410 $1,926,354
</TABLE>

2
<PAGE>

RISK FACTORS

An investment in the Securities offered in this Prospectus involves a high
degree of risk and should only be made by persons who can afford the loss of
their entire investment. Accordingly, prospective investors should consider
carefully the following factors, in addition to the other information
concerning the Company and its business contained in this Prospectus, before
purchasing the Securities offered hereby.

Limited Operating History. Although New Directions has operated profitably
for several years and the Company's new management team has many years of
significant experience in the retail and furniture manufacturing businesses,
the Company, as envisioned by the Acquisition Agreement, will have no
operating history and its financial health will be subject to all the risks
inherent in the establishment of a new business enterprise. The likelihood of
success of the Company must be considered in the light of the problems,
expenses, difficulties, complications, and delays frequently encountered in
connection with the startup and growth of a new business, and the competitive
environment in which the Company will operate. The Company's success is
dependent upon the successful development and marketing of its products, as to
which there is no assurance. Unanticipated problems, expenses, and delays are
frequently encountered in establishing a new business and marketing and
developing products. These include, but are not limited to, competition, the
need to develop customer support capabilities and market expertise, setbacks
in product development, market acceptance, sales, and marketing. The failure
of the Company to meet any of these conditions would have a materially adverse
effect upon the Company and may force the Company to reduce or curtail
operations. No assurance can be given that the Company can or will ever
operate profitably. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business of the Company--Marketing" and
"--Competition."

Dependence Upon Key Personnel. The Company's success depends, to a
significant extent, upon a number of key employees. The loss of services of
one or more of these employees could have a material adverse effect on the
business of the Company. The Company believes that its future success will
also depend in part upon its ability to attract, retain, and motivate
qualified personnel, and consequently has entered into employment agreements
with certain key officers. Competition for such personnel is intense. There
can be no assurance that the Company will be successful in attracting and
retaining such personnel. The Company does not have key person life insurance
on any of its key employees. See "Management."

Reliance on Management. All decisions with respect to the management of the
Company will be made by the Company's directors and officers. Accordingly, no
person should purchase any shares offered herein unless the subscriber is
willing to entrust all aspects of management to the Directors and Officers of
the Company. Furthermore, the success of the Company is initially dependent
upon the continued services of the Company's senior management and their
ability to secure new accounts with large national retailers. The loss of
their services could have a material adverse effect on the Company's business
and prospects.

Competition. The Company will be competing with other established businesses
that market similar products. Many of these companies have greater capital,
marketing and other resources than the Company. There can be no assurance that
these or other entities will not develop new or enhanced products that have
greater market acceptance than any that may be marketed by the Company. There
can be no assurance that the Company will successfully differentiate itself
from its competitors or that the market will consider the Company's products
to be superior or to or more appealing than those of its competitors. Market
entry by any significant competitor may have an adverse effect on the
Company's sales and profitability. See "Business of the Company--
Competition."

Control by Principal Shareholders. Upon completion of this Offering, the
Company's shareholders, including its officers and directors, will continue to
own a majority of the outstanding shares of the Company. As a result, the
Company's principal shareholders will be able to elect all members of the
Board of Directors of the Company and thereby control the affairs and
management of the Company and will be able to effectively control all matters
requiring shareholder approval, including amendments to the Company's articles
of incorporation, mergers, share exchanges, the sale of all or substantially
all of the Company's assets, and other fundamental transactions. The factors
discussed above, either individually or in the aggregate, could adversely
affect the market price of the Common Stock. (See "Principal Shareholders.")

3
<PAGE>

Substantial Dilution. In many cases, the officers, directors, and present
shareholders of the Company have acquired their interest at a cost
substantially lower than that which investors will pay for the Common Stock
offered hereby. As a result, investors participating in this offering will
likely incur immediate, substantial dilution in the net tangible book value
per share. The net tangible book value of a share represents the amount of the
Company's tangible assets less the amount of its liabilities, divided by the
number of shares outstanding.

Lack of Dividends. The Company has never paid any cash dividends on its
Common Stock and does not anticipate paying any cash dividends in the future.
The Company currently intends to retain future earnings, if any, to fund the
development and growth of its business. See "Dividend Policy."

Future Capital Needs Could Result in Dilution to Investors; Additional
Financing Could be Unavailable or Have Unfavorable Terms. The Company's future
capital requirements will depend on many factors, including cash flow from
operations, progress in its research and development, competing market
developments, and the Company's ability to market its proposed products
successfully. Although the Company currently has no specific plans or
arrangements for financing, to the extent that the Company's working capital
is insufficient to fund the Company's activities, it may be necessary to raise
additional funds through equity or debt financings. Any equity financings
could result in dilution to the Company's then-existing stockholders. Sources
of debt financing may result in higher interest expense. Any financing, if
available, may be on terms unfavorable to the Company. If adequate funds are
not obtained, the Company may be required to reduce or curtail operations. The
Company anticipates that its existing capital resources, together with the net
proceeds of this Offering, will be adequate to satisfy its operating expenses
and capital requirements for at least 12 months after the date of this
Prospectus. However, such estimates may prove to be inaccurate. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business of the Company" and Financial Statements.

Economic Conditions and Consumer Spending. As with other businesses, the
Company's results may be adversely affected by unfavorable local, regional or
national economic conditions affecting disposable consumer income. There can
be no assurance that consumer spending will not decline in response to
economic conditions, thereby adversely affecting the Company's growth, net
sales, and profitability.

Unpredictable Product Acceptance; Lack of Distribution Agreements. There can
be no assurance that the Company's marketing and/or sales strategies will be
effective and that consumers will buy the Company's products. The failure of
the Company to penetrate its markets would have a material adverse effect upon
the Company's operations and prospects. Market acceptance of the Company's
products will depend in part upon the ability of the Company to demonstrate
the advantages of its products over competing products. In addition, the
Company's sales strategy for its products contemplates sales to markets yet to
be established. Also, the Company currently has no distribution agreements for
any of its products in place. See "Business of the Company--Marketing" and "--
Competition."

Difficulty of Planned Expansion; Management of Growth. The Company has
expanded its operations rapidly, and it plans to continue to further expand
its level of operations in all areas following the Offering. The Company's
operating results will be adversely affected if net sales do not increase
sufficiently to compensate for the increase in operating expenses caused by
this expansion. In addition, the Company's planned expansion of operations may
cause significant strain on the Company's management, technical, financial,
and other resources. To manage its growth effectively, the Company must
continue to improve and expand its existing resources and management
information systems and must attract, train, and motivate qualified managers
and employees. There can be no assurance, however, that the Company will
successfully be able to achieve these goals. If the Company is unable to
manage growth effectively, its operating results will be adversely affected.

No Outside Directors. The Company's Board of Directors presently consists of
three (3) directors: Sean F. Lee, Chairman of the Board; Donald A. Metke,
President, Chief Operating Officer, Chief Financial Officer, Director; and
Jack Horner, Jr., Vice President, Secretary, Director. Therefore, the
Company's Board of Directors has no outside directors and insiders can
presently control certain policies, actions, and decisions of the Company. See
"Management--Directors and Executive Officers."

4
<PAGE>

Potential Conflicts of Interest Between the Company and its Officers,
Directors, and Shareholders. Any of these relationships could result in a
conflict of interest for the Company. See "Business of the Company--
Properties," "Certain Transactions," and "Principal Shareholders."

Offering Price and Subsequent Trading Dependent Upon Market. The securities
to be offered hereby will be offered at the market price prevailing at the
time of the offer, which price may vary and may have a limited relationship,
or no relationship, to the Company's assets, book value, results of
operations, or other established criteria of value. The offering price also
may not be indicative of the prices that will prevail in the subsequent
trading market for the Company's securities. The Company's securities will
trade in the subsequent trading market at prices that may vary and have a
limited relationship, or no relationship, to the Company's assets, book value,
results of operations, or other established criteria of value.

Shares Eligible for Future Sale. Of the 4,916,960 shares of Common Stock
issued and outstanding as of the date of this Prospectus, 3,557,283 shares are
"restricted securities" as that term is defined under Rule 144 promulgated
under the Act, and will become eligible for sale in the public market subject
to the provisions of Rule 144. In general, under Rule 144, a person (or
persons whose shares are aggregated) who has satisfied a one-year holding
period may sell restricted securities in ordinary brokerage transactions or in
transactions directly with a market maker within any three-month period
limited to a number of shares which does not exceed the greater of one percent
of the Company's then-outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144 also
permits the sale (without any quantity limitations) of "restricted securities"
by a person who is not an affiliate of the issuer and who has satisfied a two-
year holding period. Future sales of such shares could have an adverse effect
on the market price of the Common Stock. One million of the 3,557,283
"restricted securities" are being registered herein and, upon effectiveness,
will be eligible for sale in the public market. See "Description of
Securities."

Risks Relating to Low-Price Stocks. The Company's Common Stock is quoted and
traded on the Over-the-Counter Bulletin Board ("OTC Bulletin Board"). As a
result, an investor could find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's securities. In
addition, trading in the Common Stock would be covered by Rules 15g-1 through
15g-100 promulgated under the Exchange Act for non-Nasdaq and non-exchange
listed securities. Under this rule, broker-dealers who recommend such
securities must satisfy burdensome sales practice requirements. The Securities
Enforcement and Penny Stock Reform Act of 1990 (the "Reform Act") also
requires additional disclosure in connection with any trades involving a stock
defined as a "penny stock" (generally, according to recent regulations adopted
by the Commission, any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions), including the delivery, prior
to any penny stock transaction, of a disclosure schedule explaining the penny
stock market and the risks associated therewith. The regulations governing
low-priced or penny stocks could limit the ability of broker-dealers to sell
the Company's securities and thus the ability of the purchasers of this
Offering to sell their securities in the secondary market.

5
<PAGE>

MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

The Common Stock of Premier Ventures & Exploration, Inc. ("Premier") began
trading on the NASD's over-the-counter market as of January 6, 1997. On April
16, 1997, Premier was merged with and into the Company. The stock symbol was
changed from "PVEI" to "NDMI" on April 25, 1997. Trading activity with respect
to the Company's Common Stock has been extremely limited and sporadic. From
the time of listing through June 24, 1997, the high bid price was $12.00 and
the low bid price was $3.00; quarter end high and low bids, as reported by the
OTC Bulletin Board, for the first two quarters of 1997 are set forth below,
which quotations reflect inter-dealer prices, without retail mark-up, mark-
down, or commission, and may not reflect actual transactions:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1997
First Quarter.............................................. $12.00 $1.875
Second Quarter............................................. $ 9.50 $ 3.00
</TABLE>

As of May 30, 1997, there were approximately 129 shareholders of record of
the Company's Common Stock. On June 24, 1997, the closing bid price for the
Company's Common Stock was $4.625.

DIVIDEND POLICY

The Company has never paid any cash dividends on its Common Stock and does
not anticipate paying any cash dividends in the future. The Company currently
intends to retain future earnings, if any, to fund the development and growth
of its business.

SELECTED FINANCIAL DATA

The following selected financial data are qualified by reference to, and
should be read in conjunction with, the Financial Statements, related Notes to
Financial Statements and Report of Independent Public Accountants, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained elsewhere herein. The following tables summarize certain
selected financial data of the Company for the fiscal year ended 1995, the
fiscal year ended 1996, the six months ended December 31, 1995, the six months
ended December 31, 1996, and the five months ended May 31, 1997. The data has
been derived from Financial Statements included elsewhere in this Prospectus
that were audited by Evers & Company, Ltd., except for the information
relating to the six months ended December 31, 1995, the six months ended
December 31, 1996, and the five months ended May 31, 1997, which is unaudited.
No dividends have been paid for any of the periods presented.

<TABLE>
<CAPTION>
FIVE
FISCAL YEAR ENDED SIX MONTHS ENDED MONTHS
JUNE 30, DECEMBER 31, ENDED
--------------------- ---------------------- MAY 31,
1996 1995 1996 1995 1997
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $5,802,840 $4,607,085 $2,872,989 $2,789,447 $2,704,753
Net income (loss)...... $ 50,078 $ (30,370) $ (213,734) $ (111,210) $ 28,079
Net income (loss) per
share................. $ 50 $ (30) $ (214) $ (111) $ 0.01
</TABLE>

<TABLE>
<CAPTION>
FIVE
FISCAL YEAR SIX MONTHS MONTHS
ENDED ENDED ENDED
JUNE 30, DECEMBER 31, MAY 31,
1996 1996 1997
----------- ------------ -------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................ $576,812 $385,689 $ 807,467
Total assets............................... $890,070 $681,063 $2,921,532
Total liabilities.......................... $268,925 $273,653 $ 995,178
Stockholder's equity....................... $621,145 $407,410 $1,926,354
</TABLE>

6
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion regarding the financial statements of the Company
should be read in conjunction with the Financial statements of the Company
included herewith.

OVERVIEW

The Company is engaged in the business of manufacturing and supplying oak
wood furniture.

RESULTS OF OPERATIONS

Fiscal Year Ended June 30, 1996 as Compared to Fiscal Year Ended June 30,
1995

Net sales in fiscal 1996 were $5,802,480 compared to net sales for the year
ended June 30, 1995 of $4,607,085. The Company has been able to build current
accounts based on quality of their product which has resulted in increased
demand and production.

Net income in fiscal 1996 was $50,078 compared to a net loss for the year
ended June 30, 1995 of ($30,370).

In comparison to similar companies, the Company's fiscal management has been
extremely conservative. The Company has not relied upon any outside debt to
finance its business and currently has no long term obligations except a
capital lease. With credit terms that allow no exceptions from full payment
within 30 days, the average age of the Company's accounts receivable is only
45 days.

As a result of its conservative management, the Company's growth has been
limited significantly. The Company has limited itself by its credit limits
and/or terms. In addition, the Company's limited investment in production
equipment has restricted the Company's ability to capitalize on modern
automation technologies which could enable the Company to improve
manufacturing efficiencies and reduce costs.

Six Months Ended December 31, 1996 as Compared to the Six Months Ended
December 31, 1995

Revenues for the six months ended December 31, 1996 were $2,872,989 as
compared to revenues for the six months ended December 31, 1995 of $2,789,447.

Cost of goods sold for the six months ended December 31, 1996 was $2,419,573
compared to cost of goods sold for the six months ended December 31, 1995 of
$2,441,118. The Company's gross profit for the six months ended December 31,
1996 was $453,416 and net loss was $(213,734). The Company's gross profit for
the six months ended December 31, 1995 was $348,329 and net loss was
$(111,210).

As of December 31, 1996, the Company had cash reserves of $-0- and total
current assets of $634,955 as compared to the six months ended December 31,
1995 when the Company had cash reserves of $28,079 and total current assets of
$698,031.

Five Months Ended May 31, 1997

Revenues for the five months ended May 31, 1997 were $2,704,753.

Cost of goods sold for the five months ended May 31, 1997 was $2,241,238.
The Company's gross profit for the five months ended May 31, 1997 was $463,515
and net income was $28,079.

As of May 31, 1997, the Company had cash reserves of $385,346 and total
current assets of $1,293,245.

7
<PAGE>

However, as the Company expands its distribution activities, it could
experience a decrease in net income pending an increase in sales revenues, and
may be required to obtain additional financing to fund operations or to obtain
additional financing to the extent necessary to augment its working capital
through public or private issuance of equity or debt securities.

On April 15, 1997, the Company signed a letter of intent with Bank One,
Arizona, N.A. for a $500,000 revolving line of credit with the following
terms:

<TABLE>
<C> <S>
Maturing date: April 15, 1998
Interest: Bank Ones Prime Rate plus 1.00% adjusted daily
Terms of repayment: Monthly
Maturing date: April 15, 1998
Loan Fees: $5,000
Collateral: First (and only) lien position on all of Borrower(s):
(a) accounts receivable, accounts, general intangibles,
chattel paper, instrument, documents, and other forms of
obligations and receivables, including proceeds thereof,
now existing or hereafter acquired; and (b) inventory,
merchandise, raw materials, work-in-process, and
supplies, including proceeds thereof, now existing or
hereafter acquired.
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Initial start-up funding of $2,550 was raised through the sale of 2,550,000
shares of the Company's Common Stock to its founders and other principals for
$0.001 per share.

On January 9, 1997, the Company commenced a private placement of 1,000,000
shares of its Common Stock at $2.25 per Share (the "Private Placement"). The
Private Placement was exempt from the registration provisions of the Act by
virtue of Section 4(2) of the Act, as transactions by an issuer not involving
any public offering. The securities issued pursuant to the Private Placement
were restricted securities as defined in Rule 144. The shares of Common Stock
issued in the Private Placement are being registered herein. The offering
generated net proceeds of approximately $1,932,500, net of offering costs and
expenses and commissions of $317,500.

At May 31, 1997, the Company had outstanding current liabilities of
$485,778. The Company anticipates satisfying its current liabilities in the
ordinary course of business from revenues.

The Company plans on expending approximately $50,000 over the next twelve 12
months upgrading and acquiring new equipment.

The Company does not believe that inflation has had a significant impact on
its operations since inception of the Company.

FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY

Annual and quarterly fluctuations in the Company's results of operations may
be caused by the timing and composition of orders from the Company's customers
and distribution channels. The Company's future results also may be affected
by a number of factors, including its ability to offer products at competitive
prices and to anticipate customer demands. The Company's results may also be
affected by economic conditions in the geographical areas in which the Company
operates. Further, the furniture industry is affected by seasonality, with the
summer months tending to be the slowest part of the year. All of the foregoing
may result in substantial unanticipated quarterly earnings shortfalls or
losses. Due to all of the foregoing, the Company believes that period-to-
period comparisons of its results of operations are not necessarily meaningful
and should not be relied upon as indicative of future performance.

8
<PAGE>

BUSINESS OF THE COMPANY

HISTORY

The Company was incorporated under the laws of the state of Nevada on
January 9, 1997. In July 1996, Sean F. Lee acquired an option to purchase 100%
of the issued and outstanding common stock of New Directions-Manufacturers of
Contemporary Furniture, Inc. ("New Directions"), a manufacturer and
distributor of contemporary oak wood furniture. See "Business of the Company."
The Company acquired the option ("Option") to purchase the outstanding capital
stock of New Directions in exchange for $100,000. The Stock Purchase Agreement
and the companion agreements pertaining to the acquisition of New Directions
by the Company shall collectively be referred to herein as the "Acquisition
Agreement."

The terms of the Acquisition Agreement include the following:

2. The selling shareholders of New Directions, which included its current
officers and directors, have agreed to a five year non-compete covenant.

3. Except as noted in (4) below, the officers and directors of both the
Company and New Directions would resign and be replaced with the nominees
of the Company. (See "Management.")

4. Jack Horner, Jr., a co-founder, shareholder and executive officer of
New Directions, would continue to serve as the Vice-President of the
Company after the Companys acquisition of New Directions.

The Company entered into a Plan of Merger (the "Merger Agreement") with
Premier Ventures & Exploration, Inc., a Louisiana corporation ("Premier") on
February 25, 1997. The purpose of the merger was to change the corporate
domicile of the Company from Louisiana to Nevada. Prior to the execution of
the Merger Agreement, Premier was a public company with dormant operations and
had 3,560,296 shares of common stock outstanding. Premiers common stock was
listed on the NASD's over-the-counter market as of January 6, 1997. Pursuant
to the terms of the Merger Agreement, the Premier shareholders received one
share of the Company for every share of Premier common stock they held, all
Premier stock was cancelled, and Premier was merged with and into the Company,
leaving the Company as the surviving entity. The Merger was effective on April
16, 1997.

The address of the Companys principal executive offices is 2940 W. Willetta,
Phoenix, AZ 85009. The Company's telephone number is (602) 352-1165. Unless
otherwise noted, the "Company" as used in this Prospectus, will refer to the
consolidated entities described above.

9
<PAGE>

BUSINESS

New Directions, Inc. was established in 1989 by the Horner family.
Previously, Jack Horner, Sr. And Jr. both owned and managed separate chains of
furniture stores in the Southwest United States. Jack Jr. was also a factory
representative for different furniture manufacturers over a period of 10
years. In the late 1980's, they saw the increasing demand for quality oak
furniture and the lack of an adequate supply of the product. Consequently,
Jack Sr. sold the furniture store chain and established New Directions, Inc.
with his two sons.

The Company manufactures quality oak furniture using no particle board. Its
product line consists mainly of entertainment centers, wall units, and room
dividers; however, it also offers bookshelves, bedroom suites, and other oak
furniture units. The Company prides itself on the quality of its products.

The Company's customers are located throughout the United States, as well as
Canada and Puerto Rico. Because of its very strict credit terms, the Company
has limited its opportunities for growth. In particular, its strict credit
terms have made it difficult to obtain business with high volume department
stores and large furniture chains.

Despite the Horner's conservative management, the business has expanded from
12 employees and a 10,000 sq. ft. production facility, to 80 employees in a
34,000 sq. ft. facility. Revenues have grown to over $5 million for the fiscal
year ending June 30, 1996. The Company's growth has been financed entirely by
internally generated funds.

Primarily due to his declining health, Jack Sr. wished to retire from the
business. For personal reasons, neither of Jack Sr.'s sons desired to assume
control of the Company from their father. Consequently, the family offered the
business for sale. Jack Jr. expressed a strong interest in remaining with the
business after the change in ownership. New management agreed to keep him in
the business to ensure a smooth management transition and to take advantage of
his extensive knowledge gained from 15 years of experience in the furniture
trade.

MARKET OPPORTUNITIES

The market for quality oak furniture has grown considerably in the past five
years as demonstrated by the growth of specialty oak furniture stores such as
Oak Express and Oak Showcase. In addition, the oak furniture market has also
grown within the larger department and furniture stores. One reason for the
markets growth has been the aging of the baby boomer population. As the baby
boomers age, they typically prefer and purchase more traditional furniture,
such as oak furniture, as opposed to furniture constructed with more
contemporary, man-made materials. This factor alone will continue to create
significant growth opportunities in the existing market for entertainment
centers, wall units, bedroom suites, tables, and all other typical home
furniture pieces.

Another market that may be pursued is the international market. Excluding
sales to Canada, New Directions does not export its products despite the fact
that oak furniture manufactured in the United States is popular in Europe and
other foreign markets.

The Company also has significant opportunities within the existing domestic
United States marketplace. This market could easily be further exploited
through more aggressive marketing, more flexible credit terms (while including
the cost of extending credit in the price of the product) and by exploring
means of further expanding in the United States.

Notably, the Company currently makes minimal expenditures for marketing and
advertising its products. Media advertising has averaged less than $20,000
annually, reflecting the Horners' conservative management style. More
aggressive marketing will not only increase sales but will allow higher
pricing of products and increased margins.

10
<PAGE>

GROWTH THROUGH ACQUISITIONS

The oak furniture manufacturing business is not dominated by any major
entity and thus offers major opportunity for future acquisitions.
Manufacturers of related or complementary home decor goods and products could
also be candidates for acquisition.

PRODUCTION

The Company maintains its manufacturing operations in a 34,000 sq. ft.
building located near Phoenix, Arizona. Together with its administrative
offices, the Company occupies the entirety of the building under the terms of
a lease expiring March 1, 2000.

Due in part to the Horner's prior lack of experience managing a
manufacturing operation, the Company's production line was deliberately
designed to be simplistic with a significant amount of manual labor. By
minimizing large investments in manufacturing equipment, the Horners'
significantly restricted the Company's ability to take advantage of
opportunities to reduce labor costs and to streamline its manufacturing
operations. With more sophisticated management, the new management team
believes that New Directions is capable of producing higher quality, higher
value products with only a minimal increase in cost.

MAJOR SUPPLIERS/CUSTOMERS/CONTRACTS

No single customer accounts for more than ten percent of New Directions'
annual sales, nor is New Directions reliant upon any single supplier for any
raw materials, parts or other supplies used in the Company's manufacturing
process which are not readily available on the open market at reasonable
prices and in adequate quantities for the Company's current and anticipated
levels of operations.

COMPETITION

The Company faces competition from numerous companies, certain of which are
more established, benefit from greater market recognition, and have greater
financial, production and marketing resources than the Company. The Company's
products compete on the basis of certain factors, including quality and price.
The Company's competitors include Thornwood; Aspen, Inc.; and Legends.

PROPERTIES

The Company rents a 34,000 square foot facility in Phoenix, Arizona which
includes offices and manufacturing space, pursuant to a lease agreement
entered into on November 11, 1992. The term of the lease covers the period of
March 1993 through March 1998, and requires monthly payments of approximately
$7,500. On May 27, 1997, the Company executed a proposal to extend the lease
through March 2000 at an average monthly payment of approximately $8,500 for
the first year of the extension and approximately $9,500 for the second year
of the extension. The Company also leases showrooms in San Francisco,
California and North Carolina which require approximate monthly lease payments
of $1,920 and $1,960, respectively.

EMPLOYEES

As of the date of this Memorandum, the Company employs 75 full-time
employees. The Company hires independent contractors on an "as needed" basis
only. The Company has no collective bargaining agreements with its employees.
The Company believes that its employee relationships are satisfactory.

LITIGATION

There is no litigation currently pending or threatened against the Company.

11
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and officers of the Company as of the date of this Prospectus
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
Sean F. Lee...................... 56 Chairman of the Board
President, Chief Operating Officer,
Donald A. Metke.................. 62 Chief Financial Officer, Director
Executive Vice President, Secretary,
Jack Horner, Jr. ................ 41 Director
</TABLE>

SEAN F. LEE, CHAIRMAN OF THE BOARD OF DIRECTORS

Sean F. Lee has served in management positions in the retail industry since
1963. Recently Mr. Lee was co-founder and chairman of INFOPAK, a company which
manufactured a hand held computer and created custom software for the real
estate industry. He held the position of Chairman from inception in January
1991 until its sale in October 1996. In October 1996 Mr. Lee accepted the
position of co-founder Chairman of Soyclean, a manufacturer of cleaners and
solvents for the retail market. Mr. Lee's retail experience includes 18 years
with Montgomery Ward, starting as a trainee and ending in 1981 as merchandise
manager for the Western region. In 1982 he joined W.R. Grace as a divisional
Vice President ending in 1986 as C.E.O. of Grace Homecenters West. Mr. Lee was
C.E.O. of Homebase a $1.7 billion home improvement claim in 1988 and 1989. He
holds a B.S. in economics from Hood College, Frederick Maryland.

DONALD A. METKE, PRESIDENT, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER,
DIRECTOR

Donald A. Metke's business background includes extensive consulting for
Yucaipa Companies of Los Angeles, California, and Smitty's Supermarkets,
Phoenix, Arizona. From 1990 to 1993 Mr. Metke served as Executive Vice
President for Almac's Supermarkets, Providence, Rhode Island, and from 1988 to
1990 he served as Executive Vice President of Marketing for Chas. P. Young,
the leader in the financial and securities printing fields. Mr. Metke was a
partner with MultiServices of Orlando, Florida from 1983 to 1988 with
involvement in sales, and mergers and acquisitions of small and medium sized
companies. He was President of the Consumer Products Division of Petrolane
from 1977 to 1983 with responsibility for Supermarkets (Stater Brothers, 92
stores in California), Health Services (44 hospitals in the West and Midwest),
and 92 automotive stores.

JACK HORNER, JR., EXECUTIVE VICE PRESIDENT, SECRETARY, DIRECTOR

Jack Horner, Jr. was a co-founder of New Directions and was instrumental in
its development from inception to over $5 million in sales annually. From 1987
to 1990, he was a manufacturer's representative covering the Southwestern
United States for three separate furniture companies. From 1985 to 1987, he
owned and operated retail furniture stores in Phoenix, Arizona and has been a
central figure in the management of New Directions since its establishment in
1989.

The number of directors may be fixed from time to time by the Board of
Directors. The Board of Directors presently consists of three directors. Each
of the Company's directors hold office until their respective successors are
elected at the next annual meeting of shareholders. Vacancies in the Board of
Directors are filled by a majority vote of the remaining directors or by a
shareholder vote called expressly for such purpose.

12
<PAGE>

EXECUTIVE COMPENSATION

The following shows the annual amounts which the Company anticipates paying
each new executive officer and director following the acquisition of New
Directions. The Company will have employment agreements with all of its
executive officers and directors. The Company's Board of Directors authorized
the compensation of several of its officers with restricted shares of the
Company's Common Stock and options. The following officers of the Company
receive the following annual cash salaries and other compensation:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY(1)(2)(3)
--------------------------- ---- ---------------
<S> <C> <C>
Sean F. Lee, Chairman.................................. 1997 $ 60,000
Donald A. Metke, President, Chief Operating Officer,
Chief Financial Officer, Director..................... 1997 $130,000(4)
Jack Horner, Jr., Executive Vice President, Secretary,
Director.............................................. 1997 $100,000
All Officers as a Group (3 persons).................... 1997 $260,000
</TABLE>
- --------
(1) No officers received or will receive any bonus or other annual
compensation other than salaries during fiscal 1997, except as set forth
in footnote 4 below. The Company does not provide any personal benefits to
officers of the Company, such as the cost of automobiles, life insurance,
and supplemental medical insurance. The officers of the Company have an
opportunity to receive additional compensation to make up for the lack of
benefits. However, such sums are not included herein because the specific
dollar amounts of such personal benefits cannot presently be ascertained.
Management believes that the value of non-cash benefits and compensation
distributed to executive officers of the Company individually or as a
group during fiscal year 1997 will not exceed the lesser of $50,000 or ten
percent of such officers' individual cash compensation or, with respect to
the group, $50,000 times the number of persons in the group or ten percent
of the group's aggregate cash compensation.

(2) No officers received or will receive any long term incentive plan (LTIP)
payouts or other payouts during fiscal 1997.

(3) No officers received or will receive any awards, including restricted
stock awards or securities underlying options, during fiscal 1997.

(4) Includes the payment of a $30,000 consulting fee in January 1997 for
assistance with the Merger.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's directors for liabilities and expenses that
they may incur in such capacities. In general, directors and officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful.

The Company has been advised that in the opinion of the Securities and
Exchange Commission, indemnification for liabilities arising under the Act is
against public policy as expressed in the Act and is, therefore,
unenforceable.

TRANSACTIONS WITH AFFILIATES

In August 1996, Sean F. Lee acquired the Option to purchase the outstanding
shares of New Directions. The Company acquired the Option from Sean F. Lee, a
director of the Company in exchange for the opportunity to purchase 1,530,000
shares of the Company at par value, which purchase was completed, and
reimbursement for his costs associated with acquiring the option ($20,000).

13
<PAGE>

Jack Horner, Jr., a nominee director/officer of the Company is a shareholder
of New Directions, Inc. The terms of the Option to purchase the outstanding
shares of New Directions provides that the Company shall pay the current
shareholders of New Directions a total purchase price of approximately $2.08
million over a period of four years. As a shareholder of New Directions, Mr.
Horner will receive a pro rata portion of the purchase price according to his
percentage ownership of New Directions.

As part of Donald Metke and Jack Horner, Jr.'s Employment Agreement, the
Company has issued to both nominee-director/officers 510,000 shares of the
Company's restricted common stock in consideration for the payment of par
value and to ensure their long-term commitment to the Company's future
success.

The Company's management believes that the terms of these transactions are
no less favorable to the Company than would have been obtained from an
unaffiliated third party in similar transactions. All future transactions with
affiliates will be on terms no less favorable than could be obtained from
unaffiliated third parties, and will be approved by a majority of the
disinterested directors.

EMPLOYMENT AND RELATED AGREEMENTS

The Company entered into an Employment Agreement with Donald A. Metke,
President, Chief Operating Officer, and Chief Financial Officer of the
Company, on December 31, 1996. Mr. Metke commenced his employment with the
Company on January 1, 1997. Pursuant to that Agreement, Mr. Metke receives a
salary of $8,333.33 per month; eligibility to participate in all employment
benefit plans and arrangements relating to pensions, health and life
insurance, and other similar employee benefit plans or arrangements; and
reimbursement of expenses. Also as part of his Agreement, the Company issued
to Mr. Metke 510,000 shares of the Company's restricted common stock in
consideration of the payment of par value and to ensure his long-term
commitment to the Company's future success. The Employment Agreement has a
term of three years and is terminable at will by Mr. Metke or for cause by the
Company. There are no severance provisions. A covenant not to compete is in
effect for a period of five years from January 1, 1997.

The Company entered into an Employment Agreement with Jack Horner, Jr.,
Executive Vice President and Secretary on December 31, 1996. Mr. Horner
commenced his employment with the Company on January 1, 1997. Pursuant to that
Agreement, Mr. Horner receives a salary of $8,333.33 per month; eligibility to
participate in all employment benefit plans and arrangements relating to
pensions, health and life insurance, and other similar employee benefit plans
or arrangements; and reimbursement of expenses. Also as part of his Agreement,
the Company issued to Mr. Horner 510,000 shares of the Company's restricted
common stock in consideration of the payment of par value and to ensure his
long-term commitment to the Company's future success. The Employment Agreement
has a term of three years and is terminable at will by Mr. Horner or for cause
by the Company. There are no severance provisions. A covenant not to compete
is in effect for a period of five years from January 1, 1997.

The Company entered into a Consulting Agreement with Sean F. Lee on December
31, 1996 pursuant to which Mr. Lee will consult with the Company to assist it
in its day-to-day business operations, financing, and management. Mr. Lee also
serves on the board of directors of the Company. Pursuant to the Consulting
Agreement, Mr. Lee receives monthly compensation of $5,000 and expense
reimbursement. Mr. Lee is not an employee of the Company and, therefore, is
not eligible to participate in any employment benefit plans or arrangements
relating to pensions, health and life insurance, or other similar employee
benefit plans or arrangements. The Consulting Agreement has a term of three
years and is terminable at will by Mr. Lee or for cause by the Company. There
are no severance provisions. A covenant not to compete is in effect for a
period of five years from January 1, 1997.

14
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Memorandum by:
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each director of the
Company and (iii) all directors and officers as a group.

<TABLE>
<CAPTION>
SHARES OF
COMMON PERCENT
NAME AND ADDRESS STOCK(1) OF CLASS(2)
---------------- --------- ----------
<S> <C> <C>
Sean F. Lee(3)......................................... 1,410,000 28.7%
Donald Metke(3)........................................ 510,000 10.4%
Jack Horner, Jr.(3).................................... 510,000 10.4%
Winthrop Trust, Ronald W. Tupper, TTEE................. 494,444 10.1%
P.O. Box 11587
Bainbridge Island, WA 98110
Whittington Investments, Inc........................... 297,129 6.0%
Charlotte House
P.O. Box N-4825
Nassau, N.P., Bahamas
All Officers and Directors as a Group(4)............... 2,430,000 49.4%
</TABLE>
- --------
* Less than one percent
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by
such owners, have sole investment and voting power with respect to such
shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
(2) Does not give any effect to the sale of all shares offered and the
transactions described in the "Offering Summary."
(3) c/o Company's address: 2940 West Willetta, Phoenix, AZ 85009.
(4) None of the Company's officers or directors have any options, warrants or
rights to acquire shares of the Company's common stock from the Company or
other person.

15
<PAGE>

SELLING SHAREHOLDERS

The following table sets forth the number of shares of Common Stock which
may be offered for sale from time to time by the Selling Shareholders. The
shares offered for sale constitute all of the shares of Common Stock known to
the Company to be beneficially owned by the Selling Shareholders. To the best
of management's knowledge, none of the Selling Shareholders has or have any
material relationship with the Company.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME OF SELLING SHAREHOLDER OFFERED(1)
--------------------------- ------------
<S> <C>
Winthrop Trust, Ronald W. Tupper TTEE........................... 494,444
Stanley A. Levine and Lois O. Levine, JTWROS.................... 30,000
Earl T. Shannon, an individual.................................. 45,000
Bruce Walsh, an individual...................................... 4,444
Ronald L. Schneider and Lois C. Schneider, JTWROS............... 15,556
James L. Walsh, an individual................................... 4,444
Dwight Van Brunt, an individual................................. 27,000
Keith Feingold and Caryn Feingold, JTWROS....................... 4,444
Hugh L. Renfro IRA.............................................. 45,000
Whittington Investments Limited, a corporation.................. 297,129
Peter W. Mettler, an individual................................. 20,000
David Mark Ocheltree and Kyle Ocheltree, JTWROS................. 3,500
A. Frederick Bahr and Carole E. Crafts, JTWROS.................. 3,039
Richard Houlihan, an individual................................. 6,000
---------
Total........................................................... 1,000,000
=========
</TABLE>
- --------
(1) All of these Shares are currently restricted under Rule 144 of the 1933
Act.

PLAN OF DISTRIBUTION

The Shares will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any of the proceeds from the sale
of the Shares pursuant to this Prospectus. The Company will pay all of the
expenses of the registration of the Shares, but shall not pay any commissions,
discounts, and fees of underwriters, dealers, or agents.

The Selling Shareholders may offer and sell the Shares from time to time in
transactions in the over-the-counter market or in negotiated transactions, at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Shareholders have advised the Company that they have not entered into
any agreements, understandings, or arrangements with any underwriters or
broker-dealers regarding the sale of their Shares, nor is there an underwriter
or coordinating broker acting in connection with the proposed sale of Shares
by the Selling Shareholders. Sales may be made directly or to or through
broker-dealers who may received compensation in the for of discounts,
concessions, or commissions from the Selling Shareholders or the purchasers of
the Shares for whom such broker-dealers may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular broker-
dealer may be in excess of customary commissions).

The Selling Shareholders and any broker-dealers acting in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Act, and any commissions received by them and
any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the Act.

Under the Exchange Act and the regulations thereunder, any person engaged in
a distribution of the Shares offered by this Prospectus may not simultaneously
engage in market making activities with respect to the Common Stock of the
Company during the applicable "cooling off" periods prior to the commencement
of such

16
<PAGE>

distribution. In addition, and without limiting the foregoing, the Selling
Shareholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases and
sales of Common Stock by the Selling Shareholders.

Selling Shareholders may also use Rule 144 under the Act to sell the Shares
if they meet the criteria and conform to the requirements of such Rule.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company currently consists of 25,000,000
shares of Common Stock, $0.001 par value. The Company has no shares of
Preferred Stock.

The Company's Transfer Agent is Atlas Stock Transfer Corp., 5899 South State
Street, Salt Lake City, Utah, 84107.

The following summary of certain terms of the Common Stock does not purport
to be complete and is subject to, and qualified in its entirety by, the
provisions of the Company's Articles of Incorporation and Bylaws.

COMMON STOCK

As of the date of this Prospectus, there are 4,916,960 shares of Common
Stock outstanding.

Holders of Common Stock are each entitled to cast one vote for each share
held of record on all matters presented to shareholders. Cumulative voting is
not allowed; hence, the holders of a majority of the outstanding Common Stock
can elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor
and, in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends will
be paid until the Company is profitable.

Holders of Common Stock do not have preemptive rights to subscribe to
additional shares if issued by the Company. There are no conversion,
redemption, sinking fund or similar provisions regarding the Common Stock. All
of the outstanding shares of Common Stock are fully paid and non-assessable
and all of the shares of Common Stock offered hereby will be, upon issuance,
fully paid and non-assessable.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for the
Company by Horwitz & Beam, Irvine, California.

EXPERTS

The Financial Statements of the Company for the fiscal years ended June 30,
1995 and June 30, 1996, the six months ended December 31, 1995 and December
31, 1996, and the five months ended May 31, 1997, included herein and
elsewhere in the registration statement, have been included herein and in the
registration statement in reliance on the report of Evers & Company, Ltd.,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

17
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
MAY 31, 1997
------------
ASSETS
------
<S> <C>
Current assets:
Cash and cash equivalents........................................ $ 385,346
Accounts receivable, net of allowance for
doubtful accounts of $27,784 in 1997............................ 634,689
Inventory........................................................ 253,252
Prepaid expenses................................................. 19,958
----------
Total current assets........................................... $1,293,245
Property and equipment, net........................................ 320,153
Deposits........................................................... 9,074
Other assets, net.................................................. 733,335
Goodwill........................................................... 565,725
----------
Total assets................................................... $2,921,532
==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C>
Current liabilities:
Current portion of capital lease obligations..................... $ 24,165
Current portion of Covenant not to Compete....................... 234,364
Accounts payable................................................. 176,747
Accrued liabilities.............................................. 30,268
Commissions payable.............................................. 10,874
Accrued payroll and payroll taxes................................ 0
Income taxes payable............................................ 9,360
----------
Total current liabilities...................................... 485,776
----------
Capital lease obligations, net of current portion.................. 15,704
Covenant not to Compete, net of current portion.................... 493,698
----------
Stockholders' equity:
Common stock, $0.001 par value. 25,000,000 shares authorized:
4,916,960 shares issued and outstanding......................... 4,917
Additional paid in capital....................................... 1,893,358
Retained earnings................................................ 28,079
----------
$2,921,532
==========
</TABLE>

F-1
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FIVE MONTHS
ENDED
MAY 31, 1997
------------
<S> <C>
Sales, net of returns and allowances............................... $2,704,753
----------
Cost of sales:
Materials........................................................ 1,604,384
Labor............................................................ 405,433
Overhead......................................................... 231,421
----------
2,241,238
----------
Gross profit................................................... 463,515
----------
Selling, general and administrative expenses:
Officers' compensation........................................... 107,725
Administrative salaries.......................................... 34,433
Advertising and promotion........................................ 44,896
Commissions...................................................... 37,564
Travel and entertainment......................................... 5,609
Depreciation expense............................................. 69,165
Other............................................................ 108,627
----------
408,018
Income (loss) from operations.................................. 55,497
----------
Other income (expense)
Interest income.................................................. 11,591
Interest expense................................................. (29,649)
----------
(18,058)
----------
Net income (loss) before provision for income tax (benefit).... 37,439
Provision for income taxes (benefit)............................... 9,360
----------
Net income (loss).............................................. 28,079
Retained earnings, beginning....................................... 0
Retained earning, ending........................................... $ 28,179
==========
</TABLE>

F-2
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

UNAUDITED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1996 1995
-------- --------
ASSETS
------
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................. $ -- $ 55,238
Accounts receivable, net................................... 483,251 520,412
Inventory.................................................. 151,704 122,381
-------- --------
Total current assets..................................... 634,955 698,031
-------- --------
Property and equipment, net................................ 37,588 61,092
Deposits................................................... 8,520 8,520
-------- --------
$681,063 $767,643
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of capital lease obligations............... $ 25,339 $ 19,716
Accounts payable........................................... 206,121 234,315
Accrued rent............................................... 8,000 7,900
Commissions payable........................................ 9,806 8,450
Other...................................................... -- 457
-------- --------
Total current liabilities................................ 249,266 270,838
-------- --------
Capital lease obligations, net of current portion............ 24,387 36,948
-------- --------
Stockholders' equity
Common stock, $1.00 par value. 1,000,000 shares authorized;
1,000 shares issued and outstanding....................... 1,000 1,000
Retained earnings.......................................... 406,410 458,857
-------- --------
407,410 459,857
-------- --------
Commitments and subsequent events (see notes)................ $681,063 $767,643
======== ========
</TABLE>

F-3
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

UNAUDITED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Sales, net of returns and allowances................... $2,872,989 $2,789,447
---------- ----------
Cost of sales:
Materials............................................ 1,841,993 1,943,650
Labor................................................ 408,091 389,742
Overhead............................................. 169,489 107,726
---------- ----------
2,419,573 2,441,118
---------- ----------
Gross profit....................................... 453,416 348,329
---------- ----------
Selling, general and administrative expenses:
Officers' compensation............................... 427,701 266,382
Administrative salaries.............................. 71,165 33,708
Advertising and promotion............................ 72,798 35,434
Commissions.......................................... 30,007 22,232
Travel and entertainment............................. 7,946 10,060
Vehicle leasing...................................... 10,267 9,172
Other................................................ 79,542 80,197
---------- ----------
699,426 457,185
---------- ----------
Loss from operations............................... (246,010) (108,856)
---------- ----------
Other income (expense)
Interest income...................................... 3,790 2,438
Interest expense..................................... (4,514) (4,792)
---------- ----------
(724) (2,354)
---------- ----------
Net loss before provision for income taxes
(benefit)......................................... (246,734) (111,210)
Provision for income taxes (benefit)................... (33,000) --
---------- ----------
Net loss........................................... (213,734) (111,210)
Retained earnings, beginning........................... 620,144 570,067
---------- ----------
Retained earnings, ending.............................. $ 406,410 $ 458,857
========== ==========
</TABLE>

F-4
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

UNAUDITED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................... $(213,734) $(111,210)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation & amortization.......................... 24,775 13,749
Increase in receivables.............................. (137,806) (204,954)
Decrease in inventory................................ 59,296 88,619
Decrease in prepaid expenses......................... 7,790 --
Decrease in deferred taxes........................... 11,000 --
Increase (decrease) in rent payable.................. 8,000 (52)
Increase in accounts payable......................... 62,357 111,562
Decrease in commissions payable...................... (6,784) (4,765)
Decrease in accrued payroll and payroll taxes........ (3,146) (8,234)
Decrease in accrued retirement contribution.......... (40,000)
Decrease in other liabilities........................ (457)
Decrease in income taxes payable..................... (44,000) --
--------- ---------
Net cash used in operating activities.............. (232,709) (155,285)
--------- ---------
Cash flows for financing activities:
Payment of capital lease obligations................... (11,242) (8,777)
--------- ---------
Net decrease in cash and cash equivalents................ (243,951) (164,062)
Cash and cash equivalents, beginning of period........... 243,951 219,300
--------- ---------
Cash and cash equivalents, end of period................. $ 0 $ 55,238
========= =========
</TABLE>

F-5
<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
New Directions Manufacturing, Inc.

We have audited the accompanying balance sheets of New Directions
Manufacturing, Inc. as of June 30, 1996 and the related statements of
operations and cash flows for the years ended June 30, 1996 and 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New Directions
Manufacturing, Inc. as of June 30, 1996 and the results of its operations and
its cash flows for the years ended June 30, 1996 and 1995, in conformity with
generally accepted accounting principles.

Evers & Company, Ltd.

June 26, 1997
Phoenix, Arizona

F-6
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

BALANCE SHEET

JUNE 30, 1996

<TABLE>
<CAPTION>
<S> <C>
ASSETS
------
Current assets:
Cash and cash equivalents........................................... $243,951
Accounts receivable, net of allowance for doubtful accounts of
$26,000............................................................ 345,446
Inventory........................................................... 211,000
Prepaid expenses.................................................... 7,790
--------
Total current assets.............................................. 808,187
--------
Property and equipment, net........................................... 62,363
Deferred income taxes................................................. 11,000
Deposits.............................................................. 8,520
--------
$890,070
========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of capital lease obligations........................ $ 23,418
Accounts payable.................................................... 143,764
Commissions payable................................................. 16,590
Advances from officers.............................................. 457
Accrued payroll and payroll taxes................................... 3,146
Income taxes payable................................................ 44,000
--------
Total current liabilities......................................... 231,375
--------
Capital lease obligations, net of current portion..................... 37,550
--------
Stockholders' equity
Common stock, $1.00 par value. 1,000,000 shares authorized;
1,000 shares issued and outstanding................................ 1,000
Retained earnings................................................... 620,145
--------
621,145
--------
Commitments and subsequent events (see notes)......................... $890,070
========
</TABLE>

See accompanying notes to financial statements.

F-7
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED JUNE 30,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Sales, net of returns and allowances.................... $5,802,480 $4,607,085
---------- ----------
Cost of sales:
Materials............................................. 3,747,999 2,902,099
Labor................................................. 758,343 590,822
Overhead.............................................. 264,004 231,466
---------- ----------
4,770,346 3,724,387
---------- ----------
Gross profit........................................ 1,032,134 882,698
---------- ----------
Selling, general and administrative expenses:
Officers' compensation................................ 560,122 510,144
Administrative salaries............................... 59,887 88,403
Advertising and promotion............................. 102,706 103,965
Commissions........................................... 84,003 51,582
Retirement plan contribution.......................... -- 40,000
Travel and entertainment.............................. 11,898 21,210
Contributions......................................... 25,887 20,419
Vehicle leasing....................................... 18,310 16,155
Other................................................. 81,846 67,803
---------- ----------
944,659 919,681
---------- ----------
Income (loss) from operations....................... 87,475 (36,983)
---------- ----------
Other income (expense)
Interest income....................................... 5,774 6,369
Interest expense...................................... (10,171) (10,756)
---------- ----------
(4,397) (4,387)
---------- ----------
Net income (loss) before income taxes (benefit)..... 83,078 (41,370)
Provision for income taxes (benefit).................... 33,000 (11,000)
---------- ----------
Net income (loss)................................... 50,078 (30,370)
Retained earnings, beginning............................ 570,067 600,437
---------- ----------
Retained earnings, ending............................... $ 620,145 $ 570,067
========== ==========
</TABLE>

See accompanying notes to financial statements.

F-8
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
JUNE 30,
------------------
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)........................................ $ 50,078 $(30,370)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation & amortization............................ 27,496 30,961
Decrease (increase) in receivables..................... (29,988) 142,451
Increase in inventory.................................. -- (20,000)
Increase in prepaid expenses........................... (7,790) 6,738
Increase in accounts payable........................... 11,075 17,462
Increase (decrease) in commissions payable............. 3,375 (3,520)
Decrease in accrued payroll and payroll taxes.......... (3,104) (12,349)
Decrease in officer advances........................... -- (52,086)
Increase (decrease) in accrued retirement contribution. (40,000) 5,000
Increase (decrease) in income taxes payable............ 33,000 (11,000)
-------- --------
Net cash provided by operating activities............ 44,142 73,287
-------- --------
Cash flows for investing activities:
Acquisition of property and equipment.................... -- (4,985)
-------- --------
Cash flows for financing activities:
Payment of capital lease obligations..................... (19,491) (14,697)
-------- --------
Net increase in cash and cash equivalents.................. 24,651 53,605
Cash and cash equivalents, beginning of period............. 219,300 165,695
-------- --------
Cash and cash equivalents, end of period................... $243,951 $219,300
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 10,171 $ 10,756
Income taxes...........................................
-------- --------
</TABLE>

Supplemental schedule of noncash investing and financing activities:

During 1996 and 1995, the Company acquired equipment costing $15,018 and
$25,575, respectively, using financing leases.

See accompanying notes to financial statements.

F-9
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentations

New Directions Manufacturing, Inc. (The Company) manufactures oak
furniture in Phoenix, Arizona and primarily sells to customers in the
western United States. The accompanying financial statements were prepared
in accordance with generally accepted accounting principles which
necessitate the use of management estimates in preparing the statements.

(b) Cash Equivalents

Cash equivalents include money market accounts and other short-term
investments with an original maturity of three months or less.

Inventory is stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.

(d) Property and Equipment

Property and equipment is recorded at cost and is being depreciated over
estimated useful lives of five years using the straight-line method.

(e) Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards #109.

2. INVENTORY

Inventory consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Raw materials.................................................... $120,800
Work-in-process.................................................. 74,500
Finished goods................................................... 15,700
--------
$211,000
========
</TABLE>

F-10
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1996

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<S> <C>
Machinery and equipment.......................................... $203,572
Office furniture & equipment..................................... 18,463
--------
222,035
Less: Accumulated depreciation................................... 159,672
--------
$ 62,363
========
</TABLE>

4. LEASE COMMITMENTS

The Company leases its plant in Phoenix and showrooms in San Francisco and
North Carolina under non-cancelable operating leases. In addition to rent, the
leases generally require the Company to pay increases in the operating
expenses of the properties.

The Company also leases certain equipment, with a cost of $110,550 and
accumulated depreciation of $58,044, under non-cancelable financing leases.
Certain leases contain purchase options. The leases require the Company to pay
all operating expenses and taxes related to the equipment.

Future minimum lease obligations at June 30, 1996, are as follows:

<TABLE>
<CAPTION>
YEAR ENDING JUNE 30, CAPITAL OPERATING
-------------------- ------- ---------
<S> <C> <C>
1997.............................................. $31,552 $100,748
1998.............................................. 22,894 59,773
1999.............................................. 11,612
2000.............................................. 8,013
2001.............................................. 2,567
------- --------
76,638 $160,521
========
Less amounts representing interest at rates ranging from
16% to 19%............................................. 15,670
-------
Present value of capital lease obligations.............. 60,968
Current portion......................................... 23,418
-------
Capital lease obligations, net of current portion....... $37,550
=======
</TABLE>

Rent expense for the years ended June 30, 1996 and 1995 was $99,627 and
$91,518 respectively.

5. INCOME TAXES

Deferred income taxes consists of the following:

<TABLE>
<S> <C>
Leases capitalized for financial statement purposes............... $ 3,400
Differences in tax and book depreciation.......................... 7,600
-------
$11,000
=======
</TABLE>

The Company filed federal and state corporate tax returns through December
31, 1995. As such, the tax provision at June 30, 1996, has been adjusted to
reflect 50% of the surtax exemptions.

F-11
<PAGE>

NEW DIRECTIONS MANUFACTURING, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1996

6. PROFIT SHARING PLAN

The Company adopted a profit sharing plan on January 1, 1992 which covers
substantially all full-time employees with more than one year of service.
Contributions to the plan are at the discretion of the board of directors. No
contributions were approved for the year ended June 30, 1996. The board
granted a $40,000 contribution during the year ended June 30, 1995. Management
intends to terminate the plan upon completion of the sale described in note 8.

7. CONCENTRATION OF RISK

As of June 30, 1996, the Company maintained cash accounts in a single
financial institution which exceeded federally insured limits by approximately
$230,000.

8. SUBSEQUENT SALE OF SHAREHOLDERS' INTERESTS

On July 17, 1996, the shareholders and the Company entered into an agreement
whereby the shareholders of New Directions will sell all of their stock to
United Renewal & Development Corp. The selling shareholders are to receive
$1,280,000 at closing and will finance $800,000 over five years at 8%
interest. The seller will retain all cash in the corporation on the closing
date and will be responsible for the payments of all payables existing on the
closing date. In addition, any excess of receivables over payables which
exceeds $300,000 (net receivables) at closing will be paid to the sellers as
those receivables are collected. Any shortage in net receivables at closing
will reduce the purchase price and the cash payment required.

The agreement provides for a five-year covenant not-to-compete by the
original shareholders of New Directions Manufacturing, Inc.

F-12
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Corporation Law and the Company's Certificate of Incorporation
and Bylaws authorize indemnification of a director, officer, employee or agent
of the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such persons own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found
liable for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably
entitled to indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers, or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC Registration Fee................................................ $ 1,514
Accounting Fees and Expenses........................................ $ 5,000
Legal Fees and Expenses............................................. $25,000
Printing Expenses................................................... $ 5,000
Miscellaneous....................................................... $ 486
-------
Total........................................................... $37,000
=======
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On January 9, 1997, the Company commenced a private placement of 1,000,000
shares of Common Stock at $2.25 per share (the "Private Placement"). The
Private Placement was exempt from the registration provisions of the Act by
virtue of Section 4(2) of the Act, as transactions by an issuer not involving
any public offering. The securities issued pursuant to the Private Placement
were restricted securities as defined in Rule 144. The shares sold in the
Private Placement are being registered herein. The offering generated net
proceeds of approximately $1,932,500, net of offering costs and expenses and
commissions of $317,500.

II-1
<PAGE>

ITEM 27. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
3.1 Articles of Incorporation of New Directions Manufacturing, Inc., a
Nevada corporation, dated January 9, 1997
3.2 Amendment to Articles of Incorporation of New Directions
Manufacturing, Inc., a Nevada corporation, dated May 29, 1997
3.3 Bylaws of New Directions Manufacturing, Inc., dated May 29, 1997
4 Option Agreement between New Directions Manufacturing, Inc. and
Horwitz & Beam, Inc., dated June 9, 1997
5 Opinion of Horwitz & Beam
10.1 Employment Agreement, dated December 31, 1996, between New Directions
Manufacturing, Inc. and Donald A. Metke
10.2 Employment Agreement, dated December 31, 1996, between New Directions
Manufacturing, Inc. and Jack Horner, Jr.
10.3 Consulting Agreement, dated December 31, 1996, between New Directions
Manufacturing, Inc. and Sean F. Lee
10.4 Lease Agreement, dated November 11, 1992*
10.5 Plan of Merger between Premier Ventures, Inc. and New Directions
Manufacturing, Inc., dated February 25, 1997
10.6 Articles of Merger between Premier Ventures, Inc. and New Directions
Manufacturing, Inc., dated March 14, 1997
24.1 Consent of Horwitz & Beam (included in their opinion set forth in
Exhibit 5 hereto)
24.2 Consent of Evers & Company, Ltd.*
25 Power of Attorney (see signature page)
</TABLE>
- --------
* To be filed by Amendment

ITEM 28. UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(1) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(2) File, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

For determining liability under the Securities, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.

II-2
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Phoenix, State of Arizona on June 4, 1997.

New Directions Manufacturing, Inc.

By /s/ Donald A. Metke
___________________________________
Donald A. Metke
President, Chief Operating Officer,
Chief Financial Officer, Director

POWER OF ATTORNEY

EACH PERSON WHOSE SIGNATURE APPEARS APPOINTS DONALD A. METKE AS HIS AGENT
AND ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION TO EXECUTE FOR HIM AND
IN HIS NAME, IN ANY AND ALL CAPACITIES, ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT TO WHICH THIS POWER OF
ATTORNEY IS ATTACHED. IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES
ACT OF 1933, THIS REGISTRATION STATEMENT WAS SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES STATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ Donald A. Metke President, Chief Operating June 4, 1997
____________________________________ Officer, Chief Financial
Donald A. Metke Officer, Director

/s/ Jack Horner, Jr. Executive Vice President, June 4, 1997
____________________________________ Secretary, Director
Jack Horner, Jr.

/s/ Sean F. Lee Director June 4, 1997
____________________________________
</TABLE> Sean F. Lee

II-3

<PAGE>

EXHIBIT 3.1

ARTICLES OF INCORPORATION

NEW DIRECTIONS MANUFACTURING, INC.,

A NEVADA CORPORATION, DATED JANUARY 9, 1997
<PAGE>

ARTICLES OF INCORPORATION
OF
NEW DIRECTIONS MANUFACTURING, INC.

WE THE UNDERSIGNED, having associated ourselves together for the purpose of
forming a forming a corporation under the general corporation laws of the State
of Nevada, do hereby certify:

The name of the corporation is NEW DIRECTIONS MANUFACTURING, INC.

The registered office is located at 9030 W. Sahara, Suite 152, Las Vegas,
Nevada, 89117, and the resident agent, Felicia Murray, 9030 W. Sahara, Suite
152, Las Vegas, Nevada, 89117.

III

This Corporation is organized for the object and purposes of engaging in every
lawful activity subject to expressed limitations.

The amount of total authorized capital stock of this Corporation is Twenty Five
Million (25,000,000) shares of Common Stock having a par value of $.001 per
share, said stock being non-assessable. Holders of this stock shall be entitled
to vote at all corporate elections and may cast one vote for each share held in
their name.

The Members of the governing board of this Corporation are styled directors and
there are three (3) in number and the names and post office address of the first
Board of Directors are as follows:

NAME ADDRESS
---- -------
Don Metke 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117
Jack Horner, Sr. 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117
Sean F. Lee 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117

The number of Members of the Board of Directors may, from time to time, be
increased, but never less than one in the manner provided for by the general
corporation law. Director(s) need not be a stockholder.

The Board of Directors shall have the power and authority to issue capital stock
in exchange for money or other assets, or as legal payment for any services
rendered.
<PAGE>

VII

The names and post office address of each of the incorporators signing these
Articles of Incorporation are as follows:

NAME ADDRESS
---- -------
Felicia Murray 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117

VIII

The duration of the existence of this Corporation is perpetual.

As fully as possible under the laws of the State of Nevada as they now exist and
as they may from time to time be revised, the Corporation intends that its
directors be protected from legal action by stockholders or other persons
(natural or otherwise) on account of service as directors of the Corporation,
NEW DIRECTIONS MANUFACTURING, INC. A director shall not be liable for damages
for actions of the Corporation to stockholders or to any other person (natural
or otherwise) unless such director engaged in personal fraud directly affecting
such action or actions of the Corporation.

IN WITNESS WHEREOF, we have subscribed our undersigned names this 9th day of
January, 1997.

/s/ Felicia Murray
------------------------------
FELICIA MURRAY

STATE OF NEVADA } SS
COUNTY OF CLARK }

On 1-9-97 before me, the undersigned, a Notary Public in and for said State,
personally appeared FELICIA MURRAY, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument, and acknowledge that _____ executed the same.

WITNESS my hand and official seal

Signature /s/ DAVID JETT (This area for notarial seal)
-------------------------------

<PAGE>

EXHIBIT 3.2

AMENDMENT TO ARTICLES OF INCORPORATION

NEW DIRECTIONS MANUFACTURING, INC.,

A NEVADA CORPORATION, DATED MAY 29, 1997
<PAGE>

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER PAYMENT OF CAPITAL OR ISSUANCE OF STOCK)

NEW DIRECTIONS MANUFACTURING, INC.

The President and the Secretary of NEW DIRECTIONS MANUFACTURING, INC.
certify:

1. Article V of Articles of Incorporation of this Corporation is amended to
read as follows:

The Members of the Governing Board of this Corporation are styled as directors
and there are three (3) in number and the names and address of the first Board
of Directors is as follows:

Donald A. Metke 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117
Jack Horner, Jr. 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117
Sean F. Lee 9030 W. Sahara, Suite 152, Las Vegas, Nevada, 89117

2. The foregoing Amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.

3. The foregoing Amendments of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 78.390
of the Nevada Revised Statutes. The total number of outstanding shares of the
Corporation is 5,916,960. The number of shares voting in favor of the Amendment
equaled or exceeded the vote required. The percentage vote required was more
than fifty percent (50%).

/s/ Donald A. Metke /s/ Jack Horner, Jr.
- ------------------------- -----------------------------
Donald A. Metke, President Jack Horner, Jr., Secretary

State of California )
) ss
County of Maricopa )

On ______________, personally appeared before me, a Notary Public, personally
appeared Donald A. Metke and Jack Horner, Jr., personally known to me (or proven
to me on the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacity, and that their signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.

/s/ Maryann M. Livingston
-----------------------------
WITNESS my hand and official seal. Signature of Notary

<PAGE>

EXHIBIT 3.3

BYLAWS OF

NEW DIRECTIONS MANUFACTURING, INC.,

DATED MAY 29, 1997
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----

ARTICLE I
OFFICES
<S> <C>
Section 1. Principal Office............................................. 1

Section 2. Other Offices................................................ 1

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care..................................... 1
1.1 Powers.......................................................... 1
1.2 Standard of Care; Liability..................................... 2

Section 2. Number and Qualification of Directors........................ 2

Section 3. Election and Term of Office of Directors..................... 2

Section 4. Vacancies.................................................... 3

Section 5. Removal of Directors......................................... 3

Section 6. Place of Meetings............................................ 4

Section 7. Annual Meetings.............................................. 4

Section 8. Other Regular Meetings....................................... 4

Section 9. Special Meetings/Notices..................................... 4

Section 10. Waiver of Notice............................................. 5

Section 11. Quorums...................................................... 5

Section 12. Adjournment.................................................. 5

Section 13. Notice of Adjournment........................................ 5

Section 14. Sole Director Provided by Articles or Bylaws................. 5
</TABLE>
i
<PAGE>

<TABLE>

<S> <C>
Section 15. Directors Action by Unanimous Written Consent................ 6

Section 16. Compensation of Directors.................................... 6

Section 17. Committees................................................... 6

Section 18. Meetings and Action of Committees............................ 6

Section 19. Advisory Directors........................................... 6

ARTICLE III
OFFICERS

Section 1. Officers..................................................... 7

Section 2. Election of Officers......................................... 7

Section 3. Subordinate Officers, Etc.................................... 7

Section 4. Removal and Resignation of Officers.......................... 7

Section 5. Vacancies.................................................... 7

Section 6. Chairman of the Board........................................ 8

Section 7. President.................................................... 8

Section 8. Vice President............................................... 8

Section 9. Secretary.................................................... 8

Section 10. Treasurer.................................................... 9

ARTICLE IV
STOCKHOLDERS' MEETINGS

Section 1. Place of Meetings............................................ 9

Section 2. Annual Meeting............................................... 9

Section 3. Special Meetings............................................. 9
</TABLE>

ii
<PAGE>

<TABLE>
<S> <C>
Section 4. Notice of Meetings - Reports................................. 10

Section 5. Quorum....................................................... 11

Section 6. Adjourned Meeting and Notice Thereof......................... 11

Section 7. Waiver or Consent by Absent Stockholders..................... 12

ARTICLE V
AMENDMENTS TO BYLAWS

Section 1. Amendment by Stockholders.................................... 12

Section 2. Amendment by Directors....................................... 12

Section 3. Record of Amendments......................................... 13

ARTICLE VI
SHARES OF STOCK

Section 1. Certificate of Stock......................................... 13

Section 2. Lost or Destroyed Certificates............................... 13

Section 3. Transfer of Shares........................................... 14

Section 4. Record Date.................................................. 14

ARTICLE VII
DIVIDENDS

ARTICLE VIII
FISCAL YEAR

ARTICLE IX
CORPORATE SEAL

ARTICLE X
INDEMNITY

ARTICLE XI
MISCELLANEOUS
</TABLE>
iii
<PAGE>

Section 1. Stockholders' Agreements..................................... 16

Section 2. Subsidiary Corporations...................................... 16
</TABLE>
iv
<PAGE>

BYLAWS
OF
NEW DIRECTIONS MANUFACTURING, INC.

A NEVADA CORPORATION

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office for the transaction of
----------------
business of the Corporation is hereby fixed and located at 2940 West Willetta,
Phoenix, Arizona 85009. The location may be changed by approval of a majority
of the authorized directors, and additional offices may be established and
maintained at such other place or places, either within or outside of Nevada, as
the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices may at any time be
-------------
established by the Board of Directors at any place or places where the
Corporation is qualified to do business.

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.
------------------------

1.1 Powers: Subject to the provisions of the Nevada Revised Statutes
------
(hereinafter the "Code"), and subject to any limitations in the Articles of
Incorporation of the Corporation relating to action required to be approved by
the Stockholders, as that term is defined in the Code, or by the outstanding
shares, as that term is defined Code, the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board of Directors may
delegate the management of the day-to-day operation of the business of the
Corporation to a management company or other persons, provided that the business
and affairs of the Corporation shall be managed, and all corporate powers shall
be exercised, under the ultimate direction of the Board.

1.2 Standard of Care; Liability:
---------------------------

1.2.1 Each Director shall exercise such powers and otherwise
perform such duties, in good faith, in the matters such Director believes to be
in the best interests of the Corporation, and

1
<PAGE>

with such care, including reasonable inquiry, using ordinary prudence, as a
person in a like position would use under similar circumstances.

1.2.2 In performing the duties of a Director, a Director shall
be entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in which case prepared or
presented by:

1.3.1 One or more officers or employees of the Corporation whom
the Director believes to be reliable and competent in the matters presented,

1.3.2 Counsel, independent accountants or other persons as to
which the Director believes to be within such person's professional or expert
competence, or

1.3.3 A Committee of the Board upon which the Director does not
serve, as to matters within its designated authority, which committee the
Director believes to merit confidence, so long as in any such case the Director
acts in good faith, after reasonable inquiry when the need therefor is indicated
by the circumstances and without knowledge that would cause such reliance to be
unwarranted.

Section 2. Number and Qualification of Directors. The authorized number of
-------------------------------------
Directors of the Corporation shall be not less than one (1) nor more than five
(5) until changed by a duly adopted amendment to the Articles of Incorporation
or by an amendment to this Section 2 of Article II of these Bylaws or, without
amendment of these Bylaws, the number of directors may be fixed or changed by
resolution adopted by the vote of the majority of directors in office or by the
vote of holders of shares representing a majority of the voting power at any
annual meeting, or any special meeting called for such purpose; but no reduction
of the number of directors shall have the effect of removing any director prior
to the expiration of his term. The number of Directors shall not be less than
two (2) unless all of the outstanding shares of stock are owned beneficially and
of record by less than two (22) stockholders, in which event the number of
Directors shall not be less than the number of stockholders or the minimum
permitted by statute.

Section 3. Election and Term of Office of Directors.
----------------------------------------

3.1 Directors shall be elected at each annual meeting of the Stockholders
to hold office until the next annual meeting. If any such annual meeting of
Stockholders is not held or the Directors are not elected thereat, the Directors
may be elected at any special meeting of Stockholders held for that purpose.
Each Director, including a Director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.

3.2 Except as may otherwise be provided herein, or in the Articles of
Incorporation by way of cumulative voting rights, the members of the Board of
Directors of this Corporation, who need not be stockholders, shall be elected by
a majority of the votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.

2
<PAGE>

Section 4. Vacancies.
---------

4.1 Vacancies on the Board of Directors may be filled by the vote of a
majority of the shares entitled to vote, represented at a duly held meeting at
which a quorum is present, or by the written consent of holders of the majority
of the outstanding shares entitled to vote. Each Director so elected shall hold
office until the next annual meeting of the Stockholders and until a successor
has been elected and qualified.

4.2 A vacancy or vacancies on the Board of Directors shall be deemed to
exist in the event of the death, resignation or removal of any Director, or if
the Board of Directors by resolution declares vacant the office of a Director
who has been declared of unsound mind by an order of court or convicted of a
felony.

4.3 The Stockholders may elect a Director or Directors at any time to fill
any vacancy or vacancies, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to vote.

4.4 Any Director may resign, effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for that resignation to become
effective.

4.5 No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of office expires.

Section 5. Removal of Directors.
--------------------

5.1 The entire Board of Directors, or any individual Director, may be
removed from office as provided by Section 78.335 of the Code at any special
meeting of stockholders called for such purpose by vote of the holders of two-
thirds of the voting power entitling them to elect directors in place of those
to be removed, subject to the provisions of Section 5.2.

5.2 No Director may be removed (unless the entire Board is removed) when
the votes cast against removal or not consenting in writing to such removal
would be sufficient to elect such Director if voted cumulatively at an election
at which the same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote, were voted) and the entire
number of Directors authorized at the time of the Directors most recent election
were then being elected; and when by the provisions of the Articles of
Incorporation the holders of the shares of any class or series voting as a class
or series are entitled to elect one or more Directors, any Director so elected
may be removed only by the applicable vote of the holders of the shares of that
class or series.

Section 6. Place of Meetings. Regular meetings of the Board of Directors
-----------------
shall be held at any place within or outside the state that has been designated
from time to time by resolution of the

3
<PAGE>

Board. In the absence of such resolution, regular meetings shall be held at the
principal executive office of the Corporation. Special meetings of the Board
shall be held at any place within or outside the state that has been designated
in the notice of the meeting, or, if not stated in the notice or there is no
notice, at the principal executive office of the Corporation. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment pursuant to Section 78.320 of the Code, so long as all Directors
participating in such meeting can hear one another, and all such Directors shall
be deemed to have been present in person at such meeting.

Section 7. Annual Meetings. Immediately following each annual meeting of
---------------
Stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business. Notice of this meeting shall not be required. Minutes of any meeting
of the Board, or any committee thereof, shall be maintained as required by the
Code by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.
----------------------

8.1 Other regular meetings of the Board of Directors shall be held without
call at such time as shall from time to time be fixed by the Board of Directors.
Such regular meetings may be held without notice, provided the time and place of
such meetings has been fixed by the Board of Directors, and further provided the
notice of any change in the time of such meeting shall be given to all the
Directors. Notice of a change in the determination of the time shall be given
to each Director in the same manner as notice for such special meetings of the
Board of Directors.

8.2 If said day falls upon a holiday, such meetings shall be held on the
next succeeding day thereafter.

Section 9. Special Meetings/Notices.
------------------------

9.1 Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the Chairman of the Board or the President or any
Vice President or the Secretary or any two Directors.

9.2 Notice of the time and place for special meetings shall be delivered
personally or by telephone to each Director or sent by first class mail or
telegram, charges prepaid, addressed to each Director at his or her address as
it is shown in the records of the Corporation. In case such notice is mailed,
it shall be deposited in the United States mail at least four days prior to the
time of holding the meeting. In case such notice is delivered personally, or by
telephone or telegram, it shall be delivered personally or be telephone or to
the telegram company at least 48 hours prior to the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
to either the Director or to a person at the office of the Director who the
person giving the notice has reason to believe will promptly communicate same to
the Director. The notice need not specify the purpose of the meeting, nor the
place, if the meeting is to be held at the principal executive office of the
Corporation.

4
<PAGE>

Section 10. Waiver of Notice.
----------------

10.1 The transactions of any meeting of the Board of Directors, however
called, noticed, or wherever held, shall be as valid as though had at a meeting
duly held after the regular call and notice if a quorum is present and if,
either before or after the meeting, each of the Directors not present signs a
written waiver of notice, a consent to holding the meeting or an approval of the
minutes thereof. Waivers of notice or consent need not specify the purposes of
the meeting. All such waivers, consents and approvals shall be filed with the
corporate records or made part of the minutes of the meeting.

10.2 Notice of a meeting shall also be deemed given to any Director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director.

Section 11. Quorums. A majority of the authorized number of Directors shall
-------
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 12 of this Article II. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
was present shall be regarded as the act of the Board of Directors, unless a
greater number is required by law or the Articles of Incorporation. A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.

Section 12. Adjournment. A majority of the directors present, whether or not
-----------
constituting a quorum, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of the
---------------------
holding of an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case notice of such time and place
shall be given prior to the time of the adjourned meeting to the Directors who
were not present at the time of the adjournment.

Section 14. Sole Director Provided by Articles or Bylaws. In the event only
--------------------------------------------
one Director is required by the Bylaws or the Articles of Incorporation, then
any reference herein to notices, waivers, consents, meetings or other actions by
a majority or quorum of the Board of Directors shall be deemed or referred as
such notice, waiver, etc., by the sole Director, who shall have all rights and
duties and shall be entitled to exercise all of the powers and shall assume all
the responsibilities otherwise herein described, as given to the Board of
Directors.

Section 15. Directors Action by Unanimous Written Consent. Pursuant to
---------------------------------------------
Section 78.315 of the Code, any action required or permitted to be taken by the
Board of Directors may be taken without a meeting and with the same force and
effect as if taken by a unanimous vote of Directors, if authorized by a writing
signed individually or collectively by all members of the Board of Directors.
Such consent shall be filed with the regular minutes of the Board of Directors.

5
<PAGE>

Section 16. Compensation of Directors. Directors, and members as such, shall
-------------------------
not receive any stated salary for their services, but by resolution of the Board
of Directors, a fixed sum and expense of attendance, if any, may be allowed for
attendance at each regular and special meeting of the Board of Directors;
provided, however, that nothing contained herein shall be construed to preclude
any Director from serving the Corporation in any other capacity as an officer,
employee or otherwise receiving compensation for such services.

Section 17. Committees. Committees of the Board of Directors may be
----------
appointed by resolution passed by a majority of the whole Board. Committees
shall be composed of two or more members of the Board of Directors. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by the Code.

Section 18. Meetings and Action of Committees. Meetings and action of
---------------------------------
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such
changes in the context of those Sections as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and special
meetings of committees may also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.

Section 19. Advisory Directors. The Board of Directors from time to time may
------------------
elect one or more persons to be Advisory Directors, who shall not by such
appointment be members of the Board of Directors. Advisory Directors shall be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board of Directors. The period during which the
title shall be held may be prescribed by the Board of Directors. If no period
is prescribed, the title shall be held at the pleasure of the Board of
Directors.

ARTICLE III
OFFICERS

Section 1. Officers. The principal officers of the Corporation shall be a
--------
President, a Secretary, and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same
person.

6
<PAGE>

Section 2. Election of Officers. The principal officers of the Corporation,
--------------------
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board of Directors,
subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
--------------------------
such other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to time
determine.

Section 4. Removal and Resignation of Officers.
-----------------------------------

4.1 Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by a
majority of the Directors at that time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

4.2 Any officer may resign at any time by giving written notice to the
Board of Directors. Any resignation shall take effect on the date of the receipt
of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.

Section 5. Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to that office.

Section 6. Chairman of the Board.
---------------------

6.1 The Chairman of the Board, if such an officer be elected, shall, if
present, preside at the meetings of the Board of Directors and exercise and
perform such other powers and duties as may, from time to time, be assigned by
the Board of Directors or prescribed by the Bylaws. If there is no President,
the Chairman of the Board shall, in addition, be the Chief Executive Officer of
the Corporation and shall have the powers and duties prescribed in Section 7 of
this Article III.

Section 7. President. Subject to such supervisory powers, if any, as may be
---------
given by the Board of Directors to the Chairman of the Board, if there is such
an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. The President shall preside at all meetings of the Stockholders
and, in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall have the general powers
and duties of management usually vested in the office of President of a
corporation,

7
<PAGE>

shall be ex officio a member of all the standing committees, including the
Executive Committee, if any, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.

Section 8. Vice President. In the absence or disability of the President,
--------------
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them, respectively, by
the Board of Directors or the Bylaws, the President, or the Chairman of the
Board.

Section 9. Secretary.
---------

9.1 The Secretary shall keep, or cause to be kept, a book of minutes of
all meetings of the Board of Directors and Stockholders at the principal office
of the Corporation or such other place as the Board of Directors may order. The
minutes shall include the time and place of holding the meeting, whether regular
or special, and if a special meeting, how authorized, the notice thereof given,
and the names of those present at Directors' and committee meetings, the number
of shares present or represented at Stockholders' meetings and the proceedings
thereof.

9.2 The Secretary shall keep, or cause to be kept, at the principal office
of the Corporation or at the office of the Corporation's transfer agent, a share
register, or duplicate share register, showing the names of the Stockholders and
their addresses; the number and classes or shares held by each; the number and
date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

9.3 The Secretary shall give, or cause to be given, notice of all the
meetings of the Stockholders and of the Board of Directors required by the
Bylaws or by law to be given. The Secretary shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. Treasurer.
---------

10.1 The Treasurer shall keep and maintain, or cause to be kept and
maintained, in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares issued.
The books of account shall, at all reasonable times, be open to inspection by
any Director.

10.2 The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of

8
<PAGE>

Directors, shall render to the President and Directors, whenever they request
it, an account of all of the transactions of the Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE IV
STOCKHOLDERS' MEETINGS

Section 1. Place of Meetings. Meetings of the Stockholders shall be held at
-----------------
any place within or outside the state of Nevada designated by the Board of
Directors. In the absence of any such designation, Stockholders' meetings shall
be held at the principal executive office of the Corporation.

Section 2. Annual Meeting.
--------------

2.1. The annual meeting of the Shareholders shall be held, each year,
follows:

Time of Meeting: 10:00 A.M.
Date of Meeting: August 15

2.2 If this day shall be a legal holiday, then the meeting shall be held
on the next succeeding business day, at the same time. At the annual meeting,
the Shareholders shall elect a Board of Directors, consider reports of the
affairs of the Corporation and transact such other business as may be properly
brought before the meeting.

2.3 If the above date is inconvenient, the annual meeting of Shareholders
shall be held each year on a date and at a time designated by the Board of
Directors within twenty days of the above date upon proper notice to all
Shareholders.

Section 3. Special Meetings.
----------------

3.1 Special meetings of the Stockholders for any purpose or purposes
whatsoever, may be called at any time by the Board of Directors, the Chairman of
the Board, the President, or by one or more Stockholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at any such meeting.
Except as provided in paragraph B below of this Section 3, notice shall be given
as for the annual meeting.

3.2 If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President or the Secretary of the Corporation. The officer receiving such
request shall forthwith cause notice to be given to the Stockholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article,
that a meeting will be held at the time requested by the person or

9
<PAGE>

persons calling the meeting, not less than 35 nor more than 60 days after the
receipt of the request. If the notice is not given within 20 days after receipt
of the request, the person or persons requesting the meeting may give the notice
in the manner provided in these Bylaws or upon application to the Superior
Court. Nothing contained in this paragraph of this Section shall be construed as
limiting, fixing or affecting the time when a meeting of Stockholders called by
action of the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.
----------------------------

4.1 Notice of any Stockholders meetings, annual or special, shall be given
in writing not less than 10 days nor more than 60 days before the date of the
meeting to Stockholders entitled to vote thereat by the Secretary or the
Assistant Secretary, or if there be no such officer, or in the case of said
Secretary or Assistant Secretary's neglect or refusal, by any Director or
Stockholder.

4.2 Such notices or any reports shall be given personally or by mail or
other means of written communication as provided in the Code and shall be sent
to the Stockholder's address appearing on the books of the Corporation, or
supplied by the Stockholder to the Corporation for the purpose of notice, and in
the absence thereof, as provided in the Code by posting notice at a place where
the principal executive office of the Corporation is located or by publication
at least once in a newspaper of general circulation in the county in which the
principal executive office is located.

4.3 Notice of any meeting of Stockholders shall specify the place, the day
and the hour of meeting, and (i) in case of a special meeting, the general
nature of the business to be transacted and that no other business may be
transacted, or (ii) in the case of an annual meeting, those matters which the
Board of Directors, at the date of mailing of notice, intends to present for
action by the Stockholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.

4.4 Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
officer giving such notice or report shall prepare and file in the minute book
of the Corporation an affidavit or declaration thereof.

4.5 If action is proposed to be taken at any meeting for approval of (i)
contracts or transactions in which a Director has a direct or indirect financial
interest, pursuant to the Code, (ii) an amendment to the Articles of
Incorporation, pursuant to the Code, (iii) a reorganization of the Corporation,
pursuant to the Code, (iv) dissolution of the Corporation, pursuant to the Code,
or (v) a distribution to preferred Stockholders, pursuant to the Code, the
notice shall also state the general nature of such proposal.

Section 5. Quorum.
------

5.1 The holders of a majority of the shares entitled to vote at a
Stockholders' meeting, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the

10
<PAGE>

Stockholders for the transaction of business except as otherwise provided by the
Code or by these Bylaws.

5.2 The Stockholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a majority
of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.
------------------------------------

6.1 Any Stockholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at such meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at such meeting.

6.2 When any meeting of Stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the Board of Directors shall set a new
record date. Notice of any adjourned meeting shall be given to each Stockholder
of record entitled to vote at the adjourned meeting in accordance with the
provisions of Section 4 of this Article. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.

Section 7. Waiver or Consent by Absent Stockholders.
----------------------------------------

7.1 The transactions of any meeting of Stockholders, either annual or
special, however called and noticed, shall be valid as though had at a meeting
duly held after regular call and notice, if a quorum be present either in person
or by proxy, and if, either before or after the meeting, each of the
Stockholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting or an approval of
the minutes thereof.

7.2 The waiver of notice or consent need not specify either the business
to be transacted or the purpose of any regular or special meeting of
Stockholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section E of Section 4 of this
Article, the waiver of notice or consent shall state the general nature of such
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

7.3 Attendance of a person at a meeting shall also constitute a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a

11
<PAGE>

meeting is not a waiver of any right to object to the consideration of matters
not included in the notice is such objection in

ARTICLE V
AMENDMENTS TO BYLAWS

Section 1. Amendment by Stockholders.
-------------------------

All Bylaws of the Corporation shall be subject to alteration or repeal,
and new Bylaws may be made by the affirmative vote of stockholders holding of
record in the aggregate at least a majority of the outstanding shares of stock
entitled to vote in the election of directors at any annual or special meeting
of stockholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.

Section 2. Amendment by Directors.
----------------------

The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation, provided, however, that
the stockholders entitled to vote with respect thereto as in this Article V
above-provided may alter, amend or repeal Bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of stockholders or of the Board of Directors or to change any
provisions of the Bylaws with respect to the removal of directors of the filling
of vacancies in the Board resulting from the removal by the stockholders. In
any bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of directors, the Bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.

Section 3. Record of Amendments.
--------------------

Whenever an amendment or new Bylaw is adopted, it shall be copies in the
corporate book of Bylaws with the original Bylaws, in the appropriate place. If
any Bylaw is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or written assent was filed shall be stated in the
corporate book of Bylaws.

ARTICLE VI
SHARES OF STOCK

Section 1. Certificate of Stock.
--------------------

1.1 The certificates representing shares of the Corporation's stock shall
be in such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued. The certificates shall bear the
following: the Corporate Seal, the holder's name, the number

12
<PAGE>

of shares of stock and the signatures of: (1) the Chairman of the Board, the
President or a Vice President and (2) the Secretary, Treasurer, any Assistant
Secretary or Assistant Treasurer.

1.2 No certificate representing shares of stock shall be issued until the
full amount of consideration therefore has been paid, except as otherwise
permitted by law.

1.3 To the extent permitted by law, the Board of Directors may authorize
the issuance of certificates for fractions of a share of stock which shall
entitle the holder to exercise voting rights, receive dividends and participate
in liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions of a share of
stock as of the time when those entitled to receive such fractions are
determined; or its may authorize the issuance, subject to such conditions as may
be permitted by law, of scrip in registered or bearer form over the signature of
an officer or agent of the corporation, exchangeable as therein provided for
full shares of stock, but such scrip shall not entitle the holder to any rights
of a stockholder, except as therein provided.

Section 2. Lost or Destroyed Certificates.
------------------------------

The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such
evidence or bond when, in the judgment of the Board of directors, it is proper
to do so.

Section 3. Transfer of Shares.
------------------

3.1 Transfer of shares of stock of the Corporation shall be made on the
stock ledger of the Corporation only by the holder of record thereof, in person
or by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares of stock with an assignment
or power of transfer endorsed thereon or delivered therewith, duly executed,
with such proof of the authenticity of the signature and of authority to
transfer and of payment of taxes as the Corporation or its agents may require.

3.2 The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes and ,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

13
<PAGE>

Section 4. Record Date.
-----------

In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of, or to
vote at, a meeting of stockholders shall be at the close of business on the day
next preceding the day on which the notice is given, or, if no notice is given,
the day preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of, or to vote
at, any meeting of stockholders has been made, as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.

ARTICLE VII
DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amount, and at such time or times as the
Board of Directors may determine.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the Corporation shall be June 30, and may be changed by the
Board of Directors from time to time subject to applicable law.

ARTICLE IX
CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon
the name of the Corporation, the date of its incorporation, and the word
"Nevada" to indicate the Corporation was incorporated pursuant to the laws of
the State of Nevada.

ARTICLE X
INDEMNITY

Section 1. Any person made a party to any action, suit or proceeding, by
reason of the fact that he, his testator or interstate representative is or was
a director, officer or employee of the Corporation or of any corporation in
which he served as such at the request of the Corporation, shall be indemnified
by the Corporation against the reasonable expenses, including attorneys' fees,
actual and necessarily incurred by him in connection with the defense of such
action, suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding or

14
<PAGE>

in connection with any appeal therein that such officer, director or employee is
liable for gross negligence or misconduct in the performance of his duties.

Section 2. The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer or director or employee may
be entitled apart from the provisions of this section.

Section 3. The amount of indemnity to which any officer or any director may
be entitled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.

ARTICLE XI
MISCELLANEOUS

Section 1. Stockholders' Agreements. Notwithstanding anything contained in
------------------------
this Article XI to the contrary, in the event the Corporation elects to become a
close corporation, an agreement between two or more Stockholders thereof, if in
writing and signed by the parties thereto, may provide that in exercising any
voting rights, the shares held by them shall be voted as provided therein, and
may otherwise modify the provisions contained in Article IV, herein as to
Stockholders' meetings and actions.

Section 2. Subsidiary Corporations. Shares of the Corporation owned by a
-----------------------
subsidiary shall not be entitled to vote on any matter. For the purpose of this
Section, a subsidiary of the Corporation is defined as another corporation of
which shares thereof possessing more than 25% of the voting power are owned
directly or indirectly through one or more other corporations of which the
Corporation owns, directly or indirectly, more than 50% of the voting power.

15
<PAGE>

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

1. I am the duly elected and acting Secretary of NEW DIRECTIONS
MANUFACTURING, INC., a Nevada corporation; and

2. The foregoing Bylaws, consisting of 16 pages, are the Bylaws of this
Corporation as adopted by the Board of Directors.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this
Corporation on this 10th day of January, 1997.

/s/ JACK HORNER, JR.
----------------------------
Jack Horner, Jr., Secretary

<PAGE>

EXHIBIT 4

OPTION AGREEMENT BETWEEN

NEW DIRECTIONS MANUFACTURING, INC.

AND HORWITZ & BEAM

DATED JUNE 9, 1997
<PAGE>

OPTION AGREEMENT

OPTION AGREEMENT dated as of June 9, 1997, between NEW DIRECTIONS
MANUFACTURING, INC., a Nevada corporation (the "Company"), and HORWITZ & BEAM,
INC., a California corporation, dba HORWITZ & BEAM ("H&B").

WHEREAS, the Company proposes to issue to H&B 25,000 options (the
"Options"), each such Option entitling the holder thereof to purchase one share
of Common Stock par value $0.001 per share, of the Company (the "Shares") at an
exercise price of $2.25 per share; and

WHEREAS, the Options which are the subject of this Agreement will be issued
by the Company to H&B as part of consideration payable to H&B in connection with
the rendering of legal services to the Company in connection with the initial
public offering of the Company's Shares (the "IPO").

NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

SECTION (i) Option Certificates. The Option Certificates to be
--------------------
delivered pursuant to this Agreement (the "Option Certificates") shall be in the
form set forth in Exhibit A, attached hereto and made a part hereof. The Option
Certificates shall be executed on behalf of the Company by its Chief Executive
Officer, President, or any Vice President under its corporate seal reproduced
thereon and attested by its corporate secretary or one of its assistant
secretaries. Option Certificates may be exchanged at the Optionholder's option,
when surrendered to the Company for another Option Certificate or other Option
Certificates of like tenor and representing in the aggregate a like number of
Options.

SECTION (ii) Right to Exercise Options. Each Option may be exercised
--------------------------
from the date of this Agreement until 11:59 P.M. (Los Angeles time) on the date
that is five years after the date of this Agreement (the "Expiration Date").
Each Option not exercised on or before the Expiration Date shall expire.
Subject to the provisions of this Option Agreement, including Section 10 hereof,
the holder of each Option shall have the right to purchase from the Company, and
the Company shall issue and sell to each such Optionholder, at an initial
exercise price per share of $2.25, subject to adjustment as provided herein (the
"Exercise Price"), one fully paid and nonassessable Share upon surrender to the
Company of the Option Certificate evidencing such Option, with the form of
election to purchase duly completed and signed and evidence of payment of the
Exercise Price. Payment of the Exercise Price for the Options may be permitted
by a cash payment or by setoff from legal fees incurred by the Company with H&B
in accordance with that certain Engagement Letter between the Company and H&B.
The Engagement Letter provides that legal services will be offered to the
company by H&B. Each of H&B and the Company will prepare an accounting of legal
fees incurred as of any given date which may be used to exercise any of the
Options hereunder.

1
<PAGE>

Upon surrender of such Option Certificate and payment of the Exercise
Price, the Company shall cause to be issued and delivered promptly to the
Optionholder a certificate for the Shares issuable upon the exercise of the
Option or Options evidenced by such Option Certificate. The Options evidenced by
an Option Certificate shall be exercisable at the election of the Optionholder
thereof, either as an entirety or from time to time for less than all of the
number of Options specified in the Option Certificate.

SECTION (iii) Reservation of Shares. The Company will at all times
----------------------
reserve and keep available, free from preemptive rights, out of the aggregate of
its authorized but unissued Shares or its authorized and issued Shares held in
its treasury for the purpose of enabling it to satisfy any obligation to issue
Shares upon exercise of Options, the full number of Shares deliverable upon the
exercise of all outstanding Options. The Company covenants that all Shares
which may be issued upon exercise of Options will be validly issued, fully paid
and nonassessable outstanding Shares of the Company.

SECTION (iv) Registration under the Securities Act of 1933. H&B
----------------------------------------------
represents and options to the Company that H&B is acquiring the Options for
investment and with no present intention of distributing or reselling any of the
Options. The Shares and the certificate or certificates evidencing any such
Shares shall bear the following legend:

"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Certificates for Shares without such legend shall be issued if such shares are
sold pursuant to an effective registration statement under the Act or if the
Company has received an opinion from counsel reasonably satisfactory to counsel
for the Company, that such legend is no longer required under the Act.
Certificates for Options or Shares shall also bear such legends as may be
required from time to time by law.

SECTION (v) Registration Rights.
--------------------

(1) Piggyback Registration Rights. If the Company at any time proposes
------------------------------
to register any of its securities under the Act, including under an S-8
Registration Statement, an SB-2 Registration Statement or otherwise, it will
each such time give written notice to all holders of outstanding Shares and
Options of its intention so to do. Upon the written request of a holder or
holders of any such Shares or Options given within 30 days after receipt of any
such notice, the Company will use its best efforts to cause all such Shares, the
holders of which (or of the Options for which upon exercise thereof the Company
will issue Shares) shall have so requested registration thereof, to be
registered under the Act (with the securities which the Company at the time
propose to register), all to the extent requisite to permit the sale or other
disposition by the

2
<PAGE>

prospective Sellers of the Shares so registered; provided, however, that the
Company may, as a condition precedent to its effective such registration,
require each prospective Seller to agree with the Company and the managing
underwriter or underwriters of the offering to be made by the Company in
connection with such registration that such Seller will not sell any securities
of the same class or convertible into the same class as those registered by the
Company (including any class into which the securities registered by the Company
ar convertible) for such reasonable period after such registration becomes
effective (not exceeding 30 days) as shall then be specified in writing by such
underwriter or underwriters if in the opinion of such underwriter or
underwriters the Company's offering would be materially adversely affected in
the absence of such an agreement. All expenses incurred by the Company in
complying with this Section, including without limitation all registration and
filing fees, listing fees, printing expenses, fees and disbursements of all
independent accounts, or counsel for the Company and or counsel for the Sellers
and the expense of any special audits incident to or required by any such
registration and the expenses of complying with the securities or blue sky laws
of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing,
Sellers shall pay all underwriting discounts or commissions with respect to
shares sold by the Sellers.

(2) Indemnification.
----------------

(i) In the event of any registration of any of its Shares under the
Act pursuant to this Section, the Company hereby indemnifies and holds harmless
the Sellers of such Shares (which phrase shall include any underwriters of such
Shares), their respective directors and officers, and each other person who
participates, in the offering of such Shares and each other person, if any, who
controls such Sellers, or such participating persons within the meaning of the
Act, against any losses, claims, damages or liabilities, joint or several, to
which each such Seller or any such director or officer or participating person
or controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained, on the effective date thereof, in any
registration statement under which such Shares were registered under the Act,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon any omission
or alleged omission to state therein an material fact required to be stated
therein or necessary to make the statements therein not misleading; and will
reimburse each such Seller and each director, officer or participating or
controlling person for any legal or any other expenses reasonably incurred by
such Seller or such director, officer or participating or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary
prospectus or prospectus or amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Seller specifically stating that it is for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Seller or such directors, officer or
participating or controlling person, and shall survive the transfer of such
Shares by such Seller.

3
<PAGE>

(ii) Each holder of any Shares or Options shall by acceptance thereof
indemnify and hold harmless the Company and its directors and officers, and each
person, if any who controls the Company, against any losses, claims, damages or
liabilities, joint or several, to which the Company or any director or officer
or any such person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained, on the effective date thereof, in any
registration statement under which Shares were registered under the Act at the
request of such holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus, prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company through an instrument duly executed by or on behalf of such
holder specifically stating that it is for use therein; and will reimburse the
Company or such director, officer or person for any legal or any other expense
reasonably incurred in connection with investigation or defending any such loss,
claim, damage, liability or action.

(3) Rule 144. If the Company shall be subject to the reporting
---------
requirements of Section 13 of the 1934 Act, the Company will use its best
efforts timely to file all reports required to be filed from time to time with
the Commission (including but not limited to the reports under Section 13 and
15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by
the Commission under the Act). If there is a public market for any Shares of
the Company at any time that the Company is not subject to the reporting
requirements of either of said Section 13 or 15(d), the Company will, upon the
request of any holder of any Shares or Options, use its best efforts to make
publicly available the information concerning the Company referred to in
subparagraph (c)(2) of said Rule 144. The Company will furnish to each holder
of any shares or Options, promptly upon request, (i) a written statement of the
Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as
the case may be, of said Rule 144, and (ii) written information concerning the
Company sufficient to enable such holder to complete any Form 144 required to be
filed with the Commission pursuant to said Rule 144.

SECTION (vi) Adjustment of Exercise Price and Number of Shares and Class
-----------------------------------------------------------
of Capital Stock Purchasable. The Exercise Price and the number of Shares and
- ----------------------------
classes of capital stock of the Company purchasable upon the exercise of each
Option are subject to adjustment from time to time as set forth in this Section
6.

(1) Adjustment for Change in Capital Stock. If the Company: (a) pays a
---------------------------------------
dividend or makes a distribution on its Common Stock, in each case, in shares of
its Common Stock; (b) subdivides its outstanding shares of Common Stock into a
greater number of shares; (c) combines its outstanding shares of Common Stock
into a smaller number of shares; (d) makes a distribution on its Common Stock
in shares of its capital stock other than Common Stock; or (e) issues by
reclassification of its shares of Common Stock any shares of its capital stock;
then

4
<PAGE>

the number and classes of shares purchasable upon exercise of each Option in
effect immediately prior to such action shall be adjusted so that the holder of
any Option thereafter exercised may receive the number and classes of shares of
capital stock of the Company which such holder would have owned immediately
following such action if such holder had exercised the Option immediately prior
to such action.

(2) Adjustment for Other Distributions. If the Company distributes to all
-----------------------------------
holders of shares of its Common Stock any of its assets or debt securities or
any rights or options to the purchase assets, debt securities or other
securities of the Company, the Company shall, at the option of each
Optionholder, either:

(a) distribute to each Optionholder, on the date of distribution to
the shareholders, the amount of such assets or debt securities or the
number of such rights or options, pro rata, determined in accordance the
following formula:

X' = X x W
------
O + W
where
X'= the amount of assets or debt securities or the number of rights or
options to be distributed to such Optionholder, as the case may be.
X = the total amount of assets or debt securities or the total number of
rights or options to be distributed, as the case may be.
W = the number of shares of Common Stock purchaseable upon exercise of the
Options held by such Optionholder outstanding on the record date set
forth in paragraph (ii) below.
O = the number of shares of Common Stock outstanding on the record date
set forth in paragraph (ii) below; or

(b) adjust the Exercise Price in accordance with the following
formula:

C' = C x (O x M) - F
-----------
O x M
where
C' = the adjusted Exercise Price.
C = the Exercise Price on the record date set forth below.
O = the number of shares of Common Stock outstanding on the record date
set forth below.
M = the Current Market Price per share of Common Stock on the date set
forth below.
F = the fair market value on the record date of the distribution of the
assets, securities, rights or options. The Board of Directors of the
Company shall in good faith determine such fair market value.

(3) Consolidation, Merger or Sale of the Company. If the Company is a
---------------------------------------------
party to a consolidation, merger or transfer of assets which reclassifies or
changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under this Option
Agreement. Upon consummation of such transaction the Options shall
automatically become exercisable for the kind and amount of securities, cash or
other assets which the holder of an Option would have owned immediately after
the consolidation, merger or transfer if the holder had exercised the Option
immediately before the effective date of such transaction. As a condition to
the consummation of such transaction, the Company shall arrange for the person
or

5
<PAGE>

entity obligated to issue securities or deliver cash or other assets upon
exercise of the Option to, concurrently with the consummation of such
transaction, assume the Company's obligations hereunder by executing an
instrument so providing and further providing for adjustments which shall be as
nearly equivalent as may be practical to the adjustments provided for in this
Section.

SECTION (vii) Notices to Company and H&B. Any notice or demand authorized
---------------------------
by this Agreement to be given or made by any registered holder of any Option
Certificate to or on the Company shall be sufficiently give or made if sent by
registered mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the holders) to the Company as follows:

New Directions Manufacturing, Inc.
2940 W. Willetta
Phoenix, AZ 85009
Attn: Donald A. Metke, President

Any notice pursuant to this Agreement to be given by the Company to H&B
shall be sufficiently given if sent by registered mail, postage prepaid,
addressed (until another address is filed in writing by H&B with the Company) to
H&B as follows:

Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, California 92618
Attn: Lawrence W. Horwitz

SECTION (viii) Supplements and Amendments. The Company and H&B may from
---------------------------
time to time supplement or amend this Agreement without the approval of any
Optionholders (other than H&B) in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and H&B may deem necessary or
desirable and which the Company and H&B deem shall not adversely affect the
interests of the Optionholders.

SECTION (ix) Successors. All the covenants and provisions of this
-----------
Agreement by or for the benefit of the Company or H&B shall bind and inure to
the benefit of their respective successors and assigns hereunder.

SECTION (x) Governing Law. This Agreement and each Option Certificate
--------------
issued hereunder shall be deemed to be a contract made under the laws of the
State of California and for all proposes shall be governed by and construed in
accordance with the laws of said State.

SECTION (xi) Counterparts. This Agreement may be executed simultaneously
-------------
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. The Parties
agree that facsimile signatures of this Agreement shall be deemed a valid and
binding execution of this Agreement.

6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.

New Directions Manufacturing, Inc.

By: /s/ Donald A. Metke
------------------------------------
Donald A. Metke
President

Horwitz & Beam, Inc.

By: /s/ Lawrence W. Horwitz
---------------------------------
Lawrence W. Horwitz,
Vice President

7
<PAGE>

EXHIBIT A

[FORM OF OPTION CERTIFICATE]

THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME,
ON JUNE 9, 1997 UNTIL
11:59 P.M., LOS ANGELES TIME ON JUNE 9, 2002

No. 0-1 25,000 Options

OPTION CERTIFICATE

NEW DIRECTIONS MANUFACTURING, INC.

This Option Certificate certifies that Horwitz & Beam, Inc. or registered
assigns, is the registered holder of 25,000 Options (the "Options") expiring
June 9, 2002, (the "Expiration Date"), to purchase shares of Common Stock, par
value $0.001 per share (the "Shares") of New Directions Manufacturing, Inc., a
Nevada corporation (the "Company"). Each Option entitles the holder to purchase
from the Company before 11:59 p.m. (Los Angeles time) on the "Expiration Date"
one fully paid and nonassessable share of Common Stock of the Company at the
initial exercise price for each Option, subject to adjustment in certain events
of $2.25 per share (the "Exercise Price"), upon surrender of this Option
Certificate and payment of the Exercise Price at an office or agency of the
Company, but only subject to the terms and conditions set forth herein and in
the Option Agreement. Payment of the Exercise Price may be permitted by cash or
by setoff from legal fees incurred by the Company with H&B in accordance with
that certain Engagement Letter between the Company and H&B (the "Engagement
Letter"). The Engagement Letter as modified provides that legal services will
be offered to the Company by H&B. As used herein, "Share" or "Shares" refers to
the Common Stock of the Company and, where appropriate, to the other securities
or property issuable upon exercise of an Option as provided for in the Option
Agreement upon the happening of certain events. The Exercise Price and the
number of Shares and classes of capital stock purchasable upon exercise of the
Options are subject to adjustment upon the occurrence of certain events set
forth in the Option Agreement. In the event that upon any exercise of Options
evidenced hereby, the number of Options exercised shall be less than the total
number of Options evidence hereby, there shall be issued to the holder hereof or
his or her assignee a new Option Certificate evidencing the number of Options
not exercised. No adjustment shall be made for any cash dividends on any Shares
issuable upon exercise of this Option.

1
<PAGE>

No Option may be exercised after 11:59 P.M. (Los Angeles Time) on the
Expiration Date. All Options evidenced hereby shall thereafter be void.

The Options evidenced by this Option Certificate are part of a duly
authorized issue of Options issued pursuant to an Option Agreement, dated as of
June 9, 1997 (the "Option Agreement"), duly executed by the Company and H&B
which Option Agreement is hereby incorporated by reference in and made a part of
this instruments and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "holders" or "holder" meaning the registered
holders or registered holder of the Option Certificates of Shares).

The Company may deem and treat the person(s) registered in the Company's
register as the absolute owner(s) of this Option Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, and of any distribution to the holder(s) hereof,
and for all purposes, and the Company shall not be affected by any notice to the
contrary.

All terms used in this Option Certificate which are defined in the Option
Agreement shall have the meaning assigned to them in the Option Agreement.

IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
duly executed under its corporate seal.

Dated: New Directions Manufacturing, Inc.

Attested

_________________________ By:______________________
Secretary Donald A. Metke
President

2
<PAGE>

ELECTION TO PURCHASE

(To be executed upon exercise of Option)

The undersigned hereby irrevocably elects to exercise the right,
represented by this Option Certificate, to purchase ______ Shares and herewith
authorizes in payment for such Shares the reduction of the legal fee exercise
account in the amount of $________ all in accordance with the terms hereof. The
undersigned requests that certificates for such Shares be registered as follows:

Name Number of Shares
---- ----------------

all of whose addresses are Two Venture Plaza, Suite 350, Irvine, California
92618, and that such certificates be delivered to Horwitz & Beam whose address
is Two Venture Plaza, Suite 350, Irvine, California 92618. If said number of
Shares is less than all of the Shares purchasable hereunder, the undersigned
requests that a new Option Certificate representing the remaining balance of the
Shares be registered in the name of Horwitz & Beam whose address is Two Venture
Plaza, Suite 350, Irvine, California 92618 and that such Certificates be
delivered to Horwitz & Beam whose address is Two Venture Plaza, Suite 350,
Irvine, California 92618.

Dated: Signature:
------------------------------
Lawrence W. Horwitz for
HORWITZ & BEAM, INC.
(Signature must conform in all respects to
name of holder as specified on a the face of
the Option Certificate)
<PAGE>

OPTION CERTIFICATE

EXERCISABLE FROM 12:00 P.M. LOS ANGELES TIME,
ON JUNE 9, 1997 UNTIL
11:59 P.M., LOS ANGELES TIME ON JUNE 9, 2002

No. 0-1 25,000 Options

OPTION CERTIFICATE

NEW DIRECTIONS MANUFACTURING, INC.

1
<PAGE>

No Option may be exercised after 11:59 P.M. (Los Angeles Time) on the
Expiration Date. All Options evidenced hereby shall thereafter be void.

All terms used in this Option Certificate which are defined in the Option
Agreement shall have the meaning assigned to them in the Option Agreement.

IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
duly executed under its corporate seal.

Dated: New Directions Manufacturing, Inc.

Attested

/s/ Jack Horner, Jr. By: /s/ Donald A. Metke
- ---------------------------- ------------------------------
Secretary Donald A. Metke
President

<PAGE>

EXHIBIT 5

OPINION OF HORWITZ & BEAM
<PAGE>

Law Offices of
HORWITZ & BEAM
Two Venture Plaza
Suite 380
Irvine, California 92618
(714) 453-0300
(310) 842-8574
FAX: (714) 453-9416

Gregory B. Beam, Esq. Lynne Bolduc, Esq.
Lawrence W. Horwitz, Esq. Thomas B. Griffen, Esq.
Lawrence R. Bujold, Esq. John J. Isaza, Esq.
Lawrence M. Cron, Esq. Malea M. Farsai, Esq.

May 27, 1997

New Directions Manufacturing, Inc.
----------------------------------

Ladies and Gentlemen:

This office represents New Directions Manufacturing, Inc., a Nevada
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form SB-2 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the sale of 1,000,000 shares of the Registrant's
Common Stock (the "Shares" or the "Registered Securities") by certain beneficial
owners of the Company's shares. In connection with our representation, we have
examined such documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.

Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.

We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registration Statement, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.

HORWITZ & BEAM

/s/ Horwitz & Beam
-------------------------

<PAGE>

EXHIBIT 10.1

EMPLOYMENT AGREEMENT DATED

DECEMBER 31, 1996 BETWEEN

NEW DIRECTIONS MANUFACTURING, INC. AND DONALD A. METKE
<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made this 31st day of December,
1996; by and between New Directions Manufacturing, Inc., an Arizona corporation
with offices located at 2940 West Willetta, Phoenix, Arizona 85009 ("Employer"),
and Donald A. Metke, a natural person ("Employee").

PREMISES

WHEREAS, Employer is in the business of manufacturing, distributing and
marketing contemporary oak wood furniture throughout the United States and
Canada;

WHEREAS, Employee has the requisite skills and experience to manage a
company in a business such as Employer and desires to enter into a written
agreement to serve as President of Employer; and

WHEREAS, Employer desires to secure the services of Employee pursuant to
the terms and conditions of an employment agreement and to protect its interest
by obtaining certain covenants from Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1. Employment. Employer employs Employee and Employee accepts employment
as President of Employer upon the terms and conditions set forth in this
Agreement.

2. Term. The term of this Agreement shall commence January 7, 1997 (the
"Effective Date"), and shall continue for an initial term of three (3) years.
This Agreement may be renewed at the end of the term for an additional term upon
the written agreement of the parties. If there is no written agreement for any
additional term(s) then Employee's employment will continue on a month to month
basis subject to termination pursuant to the terms of this Agreement.

3. Compensation. In consideration of the services rendered to Employer
by Employee during the term of this Agreement, Employer shall provide Employee
the following compensation:

(a) Monthly Salary. Employer shall pay Employee a salary at the
monthly rate of $8,333.33 (the "Monthly Salary"), such salary to be subject to
all applicable local, state and federal withholding taxes, fees, and other
assessments. The Monthly Salary shall be payable to Employee in accordance with
the normal payroll practices of Employer then in effect. Employee shall be
solely responsible for income taxes, fees or other assessments imposed on
employee by reasons of any cash or non-cash compensation and benefits provided
by this Agreement.

(b) Other Compensation. In addition to the Monthly Salary, Employee
shall be entitled to the following:

1
<PAGE>

(i) all legal and religious national holidays, and 21 days paid
vacation/sick leave per annum commencing in the first year of this Agreement.
All vacation time and paid sick leave shall be earned on a trimester basis.
Employee shall arrange for vacations in advance at such time or times as shall
be mutually agreeable to Employee and the President of Employer. Employee may
not receive pay in lieu of vacation/sick leave;

(ii) participation in a bonus plan to be established by Employer;

(iii) participation in all employee benefit plans and arrangements
adopted by Employer and provided to Employee relating to pensions, hospital,
medical, dental, disability and life insurance, deferred salary and savings
plans, and other similar employee benefit plans or arrangements (each, an
"Employee Benefit Plan"), to the extent that Employee meets the eligibility
requirements for any such Employee Benefit Plan in accordance with the
provisions of each Employee Benefit Plan as in effect from time to time;
provided, however, that nothing in this paragraph shall require Employer to
provide health or medical insurance benefits to Employee or any dependent of
Employee with respect to any condition existing prior to the Effective Date of
this Agreement, except as may be covered by Employer's health and medical
insurance plans sponsored for employees in general; and

(iv) payment or reimbursement by Employer for budgeted expenses
incurred by Employee in connection with the performance by Employee of his
duties under this Agreement in accordance with Employer's policies and practices
for reimbursement of such expenses with respect to Employer's practices for
reimbursement of such expenses with respect to Employer's executive officers
(e.g. class of travel, hotel, spousal travel allowances, etc.), as in effect
from time to time, including, without limitation, reasonable and necessary
travel, lodging, entertainment and meals incurred by Employee in furtherance of
Employer's business and at Employer's request (including, without limitation,
expenses associated with any required travel exceeding 100 miles measured from
Employer's current principal place of business in Phoenix, Arizona).

4. Duties. During the term of this Agreement, Employee shall initially
serve as the President of Employer. Employee shall perform the tasks and have
the rights, powers and obligations normally associated with the office of
President. Subject to Employee's consent and agreement, such agreement not to
be unreasonably withheld by Employee, Employee agrees to serve in such other
offices or positions with Employer that Employer's Board of Directors shall
reasonably request.

(a) Throughout the term of this Agreement, Employee shall devote his
full business time, best efforts, attention and skill to, and shall perform
faithfully, loyally and efficiently his duties as president of Employer.
Employee will not, without the prior written approval of the Board of Directors,
engage in any other business activity which would interfere with the performance
of Employee's duties, services and responsibilities or which is in violation of
either the terms of this Agreement or the policies established form time to time
by Employer (unless specifically permitted by this Agreement or other writing
signed by or on behalf of Employer);

(b) Employee will punctually and faithfully perform and observe any
and all rules and regulations which Employer may now or shall hereafter
reasonably establish governing Employee's conduct and the conduct of Employer's
business which are consistent with this Agreement.

2
<PAGE>

5. Extent of Services/Conduct. Employee may perform services for other
organizations and volunteer for one or more charitable organizations provided
that, in the reasonable judgment of the Board of Directors, such services do not
interfere and are not inconsistent with Employee's duties and obligations under
this Agreement. Employee may invest his assets in such form or manner as will
not require his services in the operation of the affairs of the companies in
which such investments are made, and provided further that Employee shall not
make a "direct" investment in any specific company which, in the reasonable
judgment of the Board of Directors, is in direct competition with the business
of Employer. For the purposes of this Section 5, an investment in a mutual fund
registered under the Investment Company Act of 1940, as amended, shall not be
considered a "direct" investment in any specific company. Employee pledges his
careful avoidance of all persona acts, habits, usages, and statement which might
injure, in any manner, directly or indirectly, the personal or business or
reputation of Employer.

6. Covenant Not to Compete. Except as may be expressly consented to by
the Board of Directors, Employee covenants and agrees for the benefit of
Employer and Employer's successors and assigns that during the term of this
Agreement or for a period of five (5) years following the Effective Date,
whichever shall be longer (the "Restrictive Period"), Employee will not engage
or participate, directly or indirectly, as principal, agent, employee, employer,
consultant or in any other individual or representative capacity whatever, in
the conduct or management of, own (legally or beneficially) or have the right or
option to acquire, any direct or indirect interest in any business which, in the
reasonable judgment of the Board of Directors, engages, directly or indirectly,
in the business of manufacturing, distributing or marketing like product, or
otherwise competes with Employer's business or business prospects.

Additionally, during the Restrictive Period Employee will not without
the written consent of Employer, directly or indirectly: (i) call on, solicit,
or use any of the customers or suppliers of Employer or its successors and
assigns either for Employee or for any other person, association or entity; or
(ii) solicit or hire employees of Employer or its successors and assigns either
for Employee or for any other person, association or entity. Employee
specifically acknowledges and agrees that the foregoing covenants are reasonable
in content and scope and are given for adequate consideration. Employer shall
have the option to reduce the scope and extent of the foregoing covenants, by
written notice to Employee, either before or after any adjudication of the
legality of said covenants, whereupon said covenants, as so reduced, shall be
binding and enforceable against Employer.

7. Non-Disclosure of Information. In further consideration of employment
and the continuation of employment by Employer, Employee will not, directly or
indirectly, during or after the term of employment, disclose to any person not
authorized by Employer to receive or use such information except, for the sole
benefit of Employer, any of Employer's confidential or proprietary data,
information, or techniques, or give to any person not authorized by Employer to
receive it, any information that is not generally known to anyone other than
Employer or that is designated by Employer as "Limited," "Private,"
"Confidential," or similarly designated.

8. Termination of Employment. Employee's employment hereunder shall
terminate upon the earliest to occur of any of the following events, on the
dates and at the times specified below:

(a) the close of business on the last day of the term of this
Agreement and any extension thereof (the "Expiration Date");

3
<PAGE>

(b) the close of business on the date of Employee's death ("Death");

(c) the close of business on the Termination Date (as defined below)
specified in the Notice of Termination (as defined below) which Employer shall
have delivered to Employee due to Employee's Disability. "Disability" shall
refer to any situation in which (i) Employee is absent from work for 180
calendar days in any twelve-month period by reason of illness or incapacity
whether physical or otherwise; or (ii) the Board of Directors reasonably
determines that Employee is unable to perform his duties, services and
responsibilities by reason of illness or incapacity (whether physical or
otherwise) for a total of 180 calendar days in any twelve-month period during
the term of this Agreement. Employee agrees, in the event of any dispute under
this Subsection 8(c), and after receipt by Employee of such Notice of
Termination from Employer, to submit to a physical examination by a licensed
physician selected by Employer. Employee may seek a second opinion from a
licensed physician acceptable to Employer. If the results o the first
examination and the second examination are different, a licensed physician
selected by the physicians who have performed the first and second examinations
shall perform a third physical examination of Employee, the result of which
shall be determinative for purposes of this Subsection 8(c);

(d) the close of business on the Termination Date specified in the
Notice of Termination which Employee shall have delivered to Employer to
terminate his employment ("Voluntary Termination:); and

(e) the close of business on the Termination Date specified in the
Notice of Termination which Employer shall have delivered to Employee to
terminate Employee's employment for Cause. "Cause" as used herein shall include
termination based on (i) Employee's material breach of this Agreement; (ii)
conviction of Employee for any crime constituting a felony in the jurisdiction
in which committed, any crime involving moral turpitude whether or not a felony,
or any other criminal act against Employer involving dishonesty or willful
misconduct intended to injure Employer (whether or not a felony); (iii)
substance abuse by Employee; (iv) the failure or refusal of Employee to follow
one or more lawful and proper directives of the Board of Directors delivered to
Employee in writing; (v) willful malfeasance or gross misconduct by Employee
which discredits or damages Employer; or (vi) unauthorized disclosure of
confidences of Employer.

9. Notice of Termination. Any purported termination of Employee's
employment hereunder by either Employer or Employee (other than by reason of
Death or on the Expiration Date) shall be communicated by written Notice of
Termination to the other party. As used herein, "Notice of Termination" shall
mean a notice which indicates the specific termination provision in this
Agreement relied upon and sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Employee's
employment herein.

10. Termination Date. As used herein, the term "Termination Date" shall
mean (i) the date of Employee's death; or (ii) the Expiration Date; or (iii) the
date specified in the Notice of Termination.

11. Accrued Salary, Benefits. Upon termination of this Agreement, all
unpaid but earned or accrued salary as of the Termination Date, shall be due and
payable to Employee, Employee's designee(s), or in the absence of such
designation, Employee's estate, within thirty (30) days after the Termination
Date.

4
<PAGE>

12. Disability. If the Employee is unable to perform his services by
reason of illness or incapacity, the compensation payable to him under Section 3
herein shall continue only in accordance with decision unilaterally reached by
the Board of Directors or pursuant to any written policy of the Company.

13. Sale of Business. The provisions of this Agreement shall survive the
sale or transfer of Employer or Employer's business, and Employer's successor-
in-interest or the purchaser of Employer's business, whichever shall be the
case, shall be subject to and bound by the terms of this Agreement. This
provision shall apply in the event of any of the following events:

(a) The sale, by the Employer, of substantially all of its assets to a
single purchaser or group of associated purchasers;

(b) The sale, exchange or other disposition to a single entity or
group of entities under common control in one transaction or series of related
transactions of greater than fifty percent (50%) of the outstanding shares of
the Employer's common stock; or

(c) The merger or consolidation of the Employer in a transaction in
which the shareholders of the Employer receive less than fifty percent (50%) of
the outstanding voting shares of the new or continuing corporation.

14. Employee Not Restricted by Other Agreement. The Employee hereby
expressly represents, warrants, and covenants to the Employer that he is not
bound, in any manner, by any agreement, whether written or oral, which would
restrict him from performing any duties under this Agreement.

15. Survival. The provisions of this Agreement including, specifically,
the Employee's representation, covenants, and agreements set forth in Sections
6, 7, and 13 shall survive the termi nation of this Agreement.

16. Entire Agreement. This Agreement constitutes the entire understanding
between the parties and there are no covenants, conditions, representation, or
agreements, oral or written, or any nature whatsoever, other than those herein
contained.

17. Amendments. No amendment, alteration, or modification of this
Agreement shall be binding upon the parties hereto unless said amendment,
alteration, or modification is in writing and signed by all parties hereto.

18. Waiver. The waiver of any term, condition, clause, or provision of
this Agreement shall in no way be deemed or considered a waiver of any other
term, condition, clause or provision of this Agreement.

19. Severability. If any term, condition, clause or provision of the
Agreement shall be deemed to be void or invalid then that term, condition,
clause or provision shall be stricken from this Agreement to the extent it is
held to be void or invalid, to be void or invalid and in all other respects this
Agreement shall be valid and in full force and operation.

5
<PAGE>

20. Notices. Any notice or other communication required or permitted
hereunder shall be sent by United States certified mail, postage prepaid,
addressed:

If to Employer: ________________________
Attention: _____________
________________________
________________________
Telephone:
Facsimile:

and, if to Employee: Donald A. Metke
________________________
________________________
Telephone:
Facsimile:

or to such other person or address designated by the parties to receive notice.
The date of the notice shall be the date of the mailing.

21. Additional Documents. The parties hereto agree to execute any and all
additional papers and documents reasonably necessary or appropriate to
effectuate the terms of this Agreement.

22. Governing Law. This Agreement shall be subject to and governed by the
laws of the State of Arizona as applied to residents of the State of Arizona
without regard to conflicts of law principles. Any legal action hereunder shall
be properly commenced only in a federal or state court of competent jurisdiction
in Maricopa County, Arizona. The prevailing party in any such action shall be
entitled to recover, in addition to any relief or award ordered by the court, a
reasonable attorney fee and all costs of court.

23. Assignment. This Agreement shall not be assignable by any party to
this Agreement, except upon the written consent of all parties hereto. The
Employee shall not have the right to pledge, encumber, or dispose of the right
to receive any payments under this Agreement, which payments and right thereto
are expressly declared to be nonassignable and nontransferable and, in the event
of any attempted assignment or transfer, the Employer shall have no further
liability hereunder.

24. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original but both of which together shall
constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal the day and year first above written.

[Employer] [Employee]

/s/ Sean F. Lee /s/ Donald A. Metke
- ------------------------- ----------------------------
Sean F. Lee Donald A. Metke
Chief Executive Officer President

<PAGE>

EXHIBIT 10.2

EMPLOYMENT AGREEMENT DATED

DECEMBER 31, 1996 BETWEEN

NEW DIRECTIONS MANUFACTURING, INC. AND JACK HORNER, JR.
<PAGE>

EMPLOYMENT AGREEMENT

PREMISES

WHEREAS, Employer is in the business of manufacturing, distributing and
marketing contemporary oak wood furniture throughout the United States and
Canada;

WHEREAS, Employee has the requisite skills and experience to manage a
company in a business such as Employer and desires to enter into a written
agreement to serve as Executive Vice President of Employer; and

WHEREAS, Employer desires to secure the services of Employee pursuant to
the terms and conditions of an employment agreement and to protect its interest
by obtaining certain covenants from Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1. Employment. Employer employs Employee and Employee accepts employment
as Executive Vice President of Employer upon the terms and conditions set forth
in this Agreement.

3. Compensation. In consideration of the services rendered to Employer
by Employee during the term of this Agreement, Employer shall provide Employee
the following compensation:

(b) Other Compensation. In addition to the Monthly Salary, Employee
shall be entitled to the following:

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<PAGE>

(ii) participation in a bonus plan to be established by Employer;

4. Duties. During the term of this Agreement, Employee shall initially
serve as the Executive Vice President of Employer. Employee shall perform the
tasks and have the rights, powers and obligations normally associated with the
office of Executive Vice President. Subject to Employee's consent and
agreement, such agreement not to be unreasonably withheld by Employee, Employee
agrees to serve in such other offices or positions with Employer that Employer's
Board of Directors shall reasonably request.

(a) Throughout the term of this Agreement, Employee shall devote his
full business time, best efforts, attention and skill to, and shall perform
faithfully, loyally and efficiently his duties as Executive Vice President of
Employer, including acting as a spokesperson for Employer (e.g. interfacing with
celebrities, media figures, and similar persons to promote Employer's brand and
products), interviewing twith the media and participating in market specific
media tours, attending major trade shows and conventions, visiting with key
customers, making himself available for financial public relations, and making
himself available for international public relations; keeping abreast of
scheduling for product lines, marketing, advertising and promotional
presentations and strategic planning meetings; continuing his public speazking
activities in promotion of the business and activities of Employer, as well as
engaging in various other public relations activities on behalf of Employer; adn
to the exercise of such powers, the performance of such duties and the
fulfillment of such other services and responsibilities as may be duly assigned
to or vested in Employee in furtherance of the

2
<PAGE>

foregoing duties by the Board of Directors and/or the President and Chief
Executive Officer of Employer, if any. During the term of this Agreement,
Employee shall (i) coordinate and mutually agree upon his calendar with the
President of Employer; (ii) report directly to the President and Chief Executive
Officer, if any, of Employer; (iii) attend all meetings of the Board of
Directors and all meetings of Employer's Management Committee, if any; (iv)
participate in the development of Employer's budget; and (v) use Employee's
reasonable best efforts to promote the interests of Employer. Employee will not,
without the prior written approval of the Board of Directors, engage in any
other business activity which would interfere with the performance of Employee's
duties, services and responsibilities or which is in violation of either the
terms of this Agreement or the policies established form time to time by
Employer (unless specifically permitted by this Agreement or other writing
signed by or on behalf of Employer);

3
<PAGE>

notice to Employee, either before or after any adjudication of the legality of
said covenants, whereupon said covenants, as so reduced, shall be binding and
enforceable against Employer.

8. Termination of Employment. Employee's employment hereunder shall
terminate upon the earliest to occur of any of the following events, on the
dates and at the times specified below:

(a) the close of business on the last day of the term of this
Agreement and any extension thereof (the "Expiration Date");

(b) the close of business on the date of Employee's death ("Death");

(d) the close of business on the Termination Date specified in the
Notice of Termination which Employee shall have delivered to Employer to
terminate his employment ("Voluntary Termination:); and

4
<PAGE>

10. Termination Date. As used herein, the term "Termination Date" shall
mean (i) the date of Employee's death; or (ii) the Expiration Date; or (iii) the
date specified in the Notice of Termination.

(a) The sale, by the Employer, of substantially all of its assets to a
single purchaser or group of associated purchasers;

5
<PAGE>

20. Notices. Any notice or other communication required or permitted
hereunder shall be sent by United States certified mail, postage prepaid,
addressed:

If to Employer: ________________________
Attention: _____________
________________________
________________________
Telephone:
Facsimile:

and, if to Employee: Jack Horner, Jr.
________________________
________________________
Telephone:
Facsimile:

or to such other person or address designated by the parties to receive notice.
The date of the notice shall be the date of the mailing.

21. Additional Documents. The parties hereto agree to execute any and all
additional papers and documents reasonably necessary or appropriate to
effectuate the terms of this Agreement.

23. Assignment. This Agreement shall not be assignable by any party to
this Agreement, except upon the written consent of all parties hereto. The
Employee shall not have the right to pledge,

6
<PAGE>

encumber, or dispose of the right to receive any payments under this Agreement,
which payments and right thereto are expressly declared to be nonassignable and
nontransferable and, in the event of any attempted assignment or transfer, the
Employer shall have no further liability hereunder.

24. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original but both of which together shall
constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal the day and year first above written.

[Employer] [Employee]

/s/ Sean F. Lee /s/ Donald A. Metke
- --------------------- ------------------------
Sean F. Lee Donald A. Metke
Chief Executive Officer President

<PAGE>

EXHIBIT 10.3

CONSULTING AGREEMENT DATED

DECEMBER 31, 1996 BETWEEN

NEW DIRECTIONS MANUFACTURING, INC. AND SEAN F. LEE
<PAGE>

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made this 31st day of December
1996, by and between New Directions Manufacturing, Inc., an Arizona corporation
with offices located at 2940 West Willetta, Phoenix, Arizona 85009 ("Customer"),
and Sean F. Lee, a natural person ("Customer").

PREMISES

WHEREAS, Customer is in the business of manufacturing, distributing and
marketing contemporary oak wood furniture throughout the United States and
Canada;

WHEREAS, Consultant has the requisite skills and experience to provide
consulting services to a company in a business such as Customer and desires to
enter into a written agreement to set forth said services; and

WHEREAS, Customer desires to secure the services of Consultant pursuant to
the terms and conditions of a consulting agreement and to protect its interest
by obtaining certain covenants from Consultant.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1. Term. The term of this Agreement shall commence January 7, 1997 (the
"Effective Date"), and shall continue for an initial term of three (3) years.
This Agreement may be renewed at the end of the term for an additional term upon
the written agreement of the parties. If there is no written agreement for any
additional term(s) then Consultant's employment will continue on a month to
month basis subject to termination pursuant to the terms of this Agreement.

2. Compensation. In consideration of the services rendered to Customer
by Consultant during the term of this Agreement, Customer shall provide
Consultant the following compensation:

(a) Monthly Compensation. Customer shall pay Consultant compensation
at the monthly rate of $5,000.00 (the "Monthly Compensation"). Consultant shall
be responsible for payment of all taxes, including local, state and federal
taxes, fees, and other assessments. The Monthly Compensation shall be payable
to Consultant in accordance with the normal payroll practices of Customer then
in effect.

(b) Expense Reimbursement. In addition to the Monthly Compensation,
Consultant shall be entitled to payment or reimbursement by Customer for
budgeted expenses incurred by Consultant in connection with the performance by
Consultant of his duties under this Agreement in accordance with Customer's
policies and practices for reimbursement of such expenses with respect to
Customer's executive officers (e.g. class of travel, hotel, spousal travel
allowances, etc.), as in effect from time to time, including, without
limitation, reasonable and necessary travel, lodging, entertainment and meals
incurred by Consultant in furtherance of Customer's business and at Customer's
request (including, without limitation, expenses associated with any required
travel

1
<PAGE>

exceeding 100 miles measured from Customer's current principal place of
business in Phoenix, Arizona.)

3. Duties. During the term of this Agreement, Consultant shall initially
perform those duties normally performed by the Chief Executive Officer as such
are described in the Bylaws of the Customer. However, Consultant shall not have
the authority to bind the Company in any manner without the approval of
management of the Company. Consultant shall determine the location of his
office, the amount of travel deemed necessary to follow-up with various
contacts, and the hours Consultant chooses to work. Consultant shall be fully
responsible for his health insurance and other benefits, and the Company shall
not share in that responsibility.

4. Covenant Not to Compete. Except as may be expressly consented to by
the Board of Directors, Consultant covenants and agrees for the benefit of
Customer and Customer's successors and assigns that during the term of this
Agreement or for a period of five (5) years following the Effective Date,
whichever shall be longer (the "Restrictive Period"), Consultant will not engage
or participate, directly or indirectly, as principal, agent, Consultant,
Customer, Customer or in any other individual or representative capacity
whatever, in the conduct or management of, own (legally or beneficially) or have
the right or option to acquire, any direct or indirect interest in any business
which, in the reasonable judgment of the Board of Directors, engages, directly
or indirectly, in the business of manufacturing, distributing or marketing like
product, or otherwise competes with Customer's business or business prospects.

Additionally, during the Restrictive Period Consultant will not
without the written consent of Customer, directly or indirectly: (i) call on,
solicit, or use any of the customers or suppliers of Customer or its successors
and assigns either for Consultant or for any other person, association or
entity; or (ii) solicit or hire Consultants of Customer or its successors and
assigns either for Consultant or for any other person, association or entity.
Consultant specifically acknowledges and agrees that the foregoing covenants are
reasonable in content and scope and are given for adequate consideration.
Customer shall have the option to reduce the scope and extent of the foregoing
covenants, by written notice to Consultant, either before or after any
adjudication of the legality of said covenants, whereupon said covenants, as so
reduced, shall be binding and enforceable against Customer.

5. Non-Disclosure of Information. In further consideration of retention
of Consultant, Consultant will not, directly or indirectly, during or after the
term of this Agreement, disclose to any person not authorized by Customer to
receive or use such information except, for the sole benefit of Customer, any of
Customer's confidential or proprietary data, information, or techniques, or give
to any person not authorized by Customer to receive it, any information that is
not generally known to anyone other than Customer or that is designated by
Customer as "Limited," "Private," "Confidential," or similarly designated.

6. Termination of Agreement. This Agreement shall terminate upon the
earliest to occur of any of the following events, on the dates and at the times
specified below:

(a) the close of business on the last day of the term of this
Agreement and any extension thereof (the "Expiration Date");

(b) the close of business on the date of Consultant's death ("Death");

2
<PAGE>

(c) the close of business on the Termination Date specified in the
Notice of Termination which Consultant shall have delivered to Customer to
terminate this Agreement ("Voluntary Termination").

(d) the close of business on the Termination Date specified in the
Notice of Termination which Customer shall have delivered to Consultant to
terminate this Agreement for Cause. "Cause" as used herein shall include
termination based on (i) Consultant's material breach of this Agreement; (ii)
conviction of Consultant for any crime constituting a felony in the jurisdiction
in which committed, any crime involving moral turpitude whether or not a felony,
or any other criminal act against Customer involving dishonesty or willful
misconduct intended to injure Customer (whether or not a felony); (iii)
substance abuse by Consultant; (iv) the failure or refusal of Consultant to
follow one or more lawful and proper directives of the Board of Directors
delivered to Consultant in writing; (v) willful malfeasance or gross misconduct
by Consultant which discredits or damages Customer; or (vi) unauthorized
disclosure of confidences of Customer.

7. Notice of Termination. Any purported termination of this Agreement by
either Customer or Consultant (other than by reason of Death or on the
Expiration Date) shall be communicated by written Notice of Termination to the
other party. As used herein, "Notice of Termination" shall mean a notice which
indicates the specific termination provision in this Agreement relied upon and
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of this Agreement.

8. Termination Date. As used herein, the term "Termination Date" shall
mean (i) the date of Consultant's death; or (ii) the Expiration Date; or (iii)
the date specified in the Notice of Termination.

9. Accrued Compensation. Upon termination of this Agreement, all unpaid
but earned or accrued salary as of the Termination Date, shall be due and
payable to Consultant, Consultant's designee(s), or in the absence of such
designation, Consultant's estate, within thirty (30) days after the Termination
Date.

10. Disability. If the Consultant is unable to perform his services by
reason of illness or incapacity, the compensation payable to him under Section 3
herein shall continue only in accordance with decision unilaterally reached by
the Board of Directors or pursuant to any written policy of the Company.

11. Sale of Business. The provisions of this Agreement shall survive the
sale or transfer of Customer or Customer's business, and Customer's successor-
in-interest or the purchaser of Customer's business, whichever shall be the
case, shall be subject to and bound by the terms of this Agreement. This
provision shall apply in the event of any of the following events:

(a) The sale, by the Customer, of substantially all of its assets to a
single purchaser or group of associated purchasers;

3
<PAGE>

(c) The merger or consolidation of the Customer in a transaction in
which the shareholders of the Customer receive less than fifty percent (50%) of
the outstanding voting shares of the new or continuing corporation.

12. Consultant Not Restricted by Other Agreement. The Consultant hereby
expressly represents, warrants, and covenants to the Customer that he is not
bound, in any manner, by any agreement, whether written or oral, which would
restrict him from performing any duties under this Agreement.

13. Survival. The provisions of this Agreement including, specifically,
the Consultant's representation, covenants, and agreements set forth in Sections
5, 6, and 12 shall survive the termi nation of this Agreement.

14. Entire Agreement. This Agreement constitutes the entire understanding
between the parties and there are no covenants, conditions, representation, or
agreements, oral or written, or any nature whatsoever, other than those herein
contained.

15. Amendments. No amendment, alteration, or modification of this
Agreement shall be binding upon the parties hereto unless said amendment,
alteration, or modification is in writing and signed by all parties hereto.

16. Waiver. The waiver of any term, condition, clause, or provision of
this Agreement shall in no way be deemed or considered a waiver of any other
term, condition, clause or provision of this Agreement.

17. Severability. If any term, condition, clause or provision of the
Agreement shall be deemed to be void or invalid then that term, condition,
clause or provision shall be stricken from this Agreement to the extent it is
held to be void or invalid, to be void or invalid and in all other respects this
Agreement shall be valid and in full force and operation.

18. Notices. Any notice or other communication required or permitted
hereunder shall be sent by United States certified mail, postage prepaid,
addressed:

If to Customer: ________________________
Attention: _____________
________________________
________________________
Telephone:
Facsimile:

and, if to Consultant: Sean F. Lee
________________________
________________________
Telephone:
Facsimile:

or to such other person or address designated by the parties to receive notice.
The date of the notice shall be the date of the mailing.

4
<PAGE>

19. Additional Documents. The parties hereto agree to execute any and all
additional papers and documents reasonably necessary or appropriate to
effectuate the terms of this Agreement.

20. Governing Law. This Agreement shall be subject to and governed by the
laws of the State of Arizona as applied to residents of the State of Arizona
without regard to conflicts of law principles. Any legal action hereunder shall
be properly commenced only in a federal or state court of competent jurisdiction
in Maricopa County, Arizona. The prevailing party in any such action shall be
entitled to recover, in addition to any relief or award ordered by the court, a
reasonable attorney fee and all costs of court.

21. Assignment. This Agreement shall not be assignable by any party to
this Agreement, except upon the written consent of all parties hereto. The
Consultant shall not have the right to pledge, encumber, or dispose of the right
to receive any payments under this Agreement, which payments and right thereto
are expressly declared to be nonassignable and nontransferable and, in the event
of any attempted assignment or transfer, the Customer shall have no further
liability hereunder.

22. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original but both of which together shall
constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal the day and year first above written.

[Customer] [Consultant]

/s/ Donald A. Metke /s/ Sean F. Lee
- --------------------------- ---------------------------
Donald A. Metke Sean F. Lee
President

<PAGE>

EXHIBIT 10.5

PLAN OF MERGER BETWEEN

PREMIER VENTURES, INC. AND NEW DIRECTIONS MANUFACTURING, INC.

DATED FEBRUARY 25, 1997
<PAGE>

PLAN OF MERGER

This Plan of Merger is made and entered into this 25th day of February
1997, by and between Premier Ventures & Exploration, Inc., a Louisiana
corporation ("PVEI"), and New Directions Manufacturing, Inc., a Nevada
corporation ("New Directions" or the "Surviving Corporation").

RECITALS

A. PVEI is a corporation organized and existing under the laws of the
State of Louisiana and has authorized capital stock consisting of 50,000,000
shares of common stock, of which 3,560,296 shares are issued and outstanding.

B. New Directions is a corporation organized and existing under the laws
of the State of Nevada and has authorized capital stock consisting of 25,000,000
shares of common stock with par value $0.001 per share, of which 3,550,000
shares are issued and outstanding.

C. The Boards of Directors of PVEI and New Directions, respectively, deem
it advisable for PVEI to merge with and into New Directions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, PVEI and New Directions hereby agree to the following Plan of
Merger:

1. Names of Constituent Corporations. PVEI will merge with and into New
Directions. New Directions will be the Surviving Corporation.

2. Terms and Conditions of Merger. The effective date of merger shall be
the date upon which the Articles of Merger are filed with the Secretaries of
State. Upon the effective date of the merger: the separate corporate existence
of PVEI shall cease; title to all real estate and other property owned by PVEI
will be vested in New Directions without reversion or impairment; and the
Surviving Corporation shall have all liabilities of PVEI. Any proceeding
pending by or against PVEI may be continued as if such merger did not occur, or
the Surviving Corporation may be substituted in the proceeding for PVEI.

3. Governing Law. The laws of the State of Nevada shall govern the
Surviving Corporation.

4. Name. The name of the Surviving Corporation shall be New Directions
Manufacturing, Inc.

5. Registered Office. The address of the registered office of the
Surviving Corporation shall be 2940 W. Willetta, Phoenix, AZ 85009.

6. Accounting. The assets and liabilities of PVEI and New Directions
(collectively the "Constituent Corporations") as of the effective date of the
merger shall be taken up on the books of the Surviving Corporation at the
amounts at which they are carried at that time on the respective books of the
Constituent Corporations.

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<PAGE>

7. Bylaws. The Bylaws of New Directions as of the effective date of the
merger shall be the Bylaws of the Surviving Corporation until the same shall be
altered or amended in accordance with the provisions thereof.

8. Directors. The directors of New Directions, as of the effective date
of the merger, shall be the Bylaws of the Surviving Corporation until their
respective successors are duly elected and qualified.

9. Manner and Basis of Converting Shares. As of the effective date of the
merger:

(a) The Surviving Corporation shall convert or exchange each share of
PVEI common stock for one share of the common stock of the Surviving
Corporation; PROVIDED, however, that no fractional shares o the Surviving
Corporation stock shall be issued, and in lieu of the issuance of fractional
shares, the Surviving Corporation shall make a payment in cash equal to the
value of such fraction, based upon the market value of such common stock on the
effective date of the merger.

(b) Any shares of stock of PVEI in the treasury of either corporation
on the effective date of the merger shall be surrendered to the Surviving
Corporation for cancellation, and no shares of the Surviving Corporation shall
be issued in respect thereof.

(c) On the effective date of the merger, holders of certificates of
common stock in PVEI shall surrender them to the Surviving Corporation, or its
appointed agent, in such manner as the Surviving Corporation legally shall
require. Upon receipt of such certificate, the Surviving Corporation shall
issue in exchange therefor a certificate of shares of common stock in the
Surviving Corporation representing the number of shares of stock to which such
holder shall be entitled as set forth above.

(d) In addition, such shareholders shall be entitled to receive any
dividends on such shares of common stock of the Surviving Corporation which may
have been declared and paid between the effective date of the merger and the
issuance to such shareholder of the certificate of such common stock.

10. Shareholder Approval. This Plan of Merger shall be submitted to the
shareholders of PVEI and New Directions for their approval in the manner
provided by law. After approval by a vote of the holders of two-thirds (2/3) of
the shares entitled to vote thereon of each such corporation and the holders of
two-thirds (2/3) of the shares entitled to vote thereon, if any, of each voting
group, the Articles of Merger shall be filed as required under the laws of the
State of Louisiana and Nevada.

11. Rights of Dissenting Shareholders. Any shareholder of PVEI and New
Directions who has the right to dissent from this merger as provided under
Louisiana Business corporation Law, and/or the Nevada Revised Statutes and who
so dissents in accordance with the requirements of there, shall be entitled,
upon surrender of the certificate or certificates representing certificated
shares or upon imposition of restrictions of transfer of uncertified shares, to
receive payment of the fair value of such shareholder's shares as provided in
accordance with the law.

12. Termination of Merger. This merger may be abandoned at any time prior
to the filing of Articles of Merger with the Secretary of State, upon a vote of
a majority of the Board of Directors of both PVEI and New Directions. If the
merger is terminated, there shall be no liability on the part of either
Constituent Corporation, their respective Board of Directors, or shareholders.

2
<PAGE>

13. Counterparts: This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies shall be and constitute an
original instrument.

IN WITNESS WHEREOF, this Plan of Merger has been adopted by the undersigned
corporations as of this 14th day of March, 1997.

PREMIER VENTURES & EXPLORATION, INC.

By: /s/ Donald A. Metke
------------------------
Name: Donald A. Metke
Title: President

NEW DIRECTIONS MANUFACTURING, INC.

By: /s/ Donald A. Metke
------------------------
Name: Donald A. Metke
Title: President

STATE OF ARIZONA )
) ss:
County of Maricopa )

On this 14th day of March, 1997, personally appeared before me Donald A.
Metke, known to me to be the corporate officer who subscribed his name above on
behalf of each corporation, in his capacity as the stated officer, who signed
this instrument as the free and voluntary act and deed of the corporations for
the uses and purposes set forth therein.

/s/ Jose Alfredo Ram
--------------------------
NOTARY PUBLIC in and for the
State of Arizona. Residing at:
My commission expires June 31, 1997

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<PAGE>

UNITED STATES OF AMERICA

STATE OF LOUISIANA

FOX MCKEITHEN
SECRETARY OF STATE

As Secretary of State, of the State of Louisiana, I do hereby Certify that

a copy of the Merger document whereby PREMIER VENTURES & EXPLORATION, INC.,
organized under the laws of LOUISIANA, is merged into

NEW DIRECTIONS MANUFACTURING, INC.

Organized under the laws of NEVADA,

Was filed and recorded in this office on April 16, 1997, with an effective date
of April 16, 1997.

In testimony whereof, I have hereunto set
my hand and caused the Seal of my Office
to be affixed at the City of Baton Rouge on,

SEAL OF THE
April 16, 1997 STATE OF LOUISIANA
SECRETARY OF STATE
/s/ Fox McKeithen
-----------------------

CBO
Secretary of State

<PAGE>

EXHIBIT 10.6

ARTICLES OF MERGER BETWEEN

PREMIER VENTURES, INC. AND NEW DIRECTIONS MANUFACTURING, INC.

DATED MARCH 14, 1997
<PAGE>

ARTICLES OF MERGER

Pursuant to the provisions of the Nevada Revised Statues and the Louisiana
Business Corporation Law, the undersigned corporations hereby submit the
following Articles of Merger for filing for the purpose of merging PREMIER
VENTURES & EXPLORATION, INC., a Louisiana corporation ("PVEI"), into NEW
DIRECTIONS MANUFACTURING, INC., a Nevada corporation ("NEW DIRECTIONS").

ARTICLE I

The Plan of Merger provides for merging PVEI into NEW DIRECTIONS
MANUFACTURING, INC. It has been approved, adopted, certified and acknowledged
by each of the corporations in accordance with the laws of Nevada and Louisiana.
The Plan of Merger is on file at the principal place of business which is 2940
W. Willetta, Phoenix, Arizona 85009. A copy of the agreement of merger will be
furnished on request and without cost to any shareholder of any corporation that
is a party to the merger.

A. PVEI was organized under the laws of Louisiana.
B. NEW DIRECTIONS was organized under the laws of Nevada.

ARTICLE II

The merger was duly approved by the unanimous consent of the shareholders
of NEW DIRECTIONS. The shareholders of PVEI approved the merger by a majority
vote pursuant to the provisions of Nevada and Louisiana corporation business
corporation laws. A single class of common stock was entitled to vote totaling
3,550,723 shares of which 3,550,150 shares voted for the plan, 50 shares voted
against the plan and 523 shares abstained. The casting of the votes was
sufficient for approval of the Plan of Merger.

ARTICLE III

The surviving corporation shall be NEW DIRECTIONS. The disappearing
corporation will be PVEI. The articles of incorporation of the surviving
corporation will not be amended and shall be its articles of incorporation.

DATED this 14th day of March, 1997.

NEW DIRECTIONS MANUFACTURING, INC.

By: /s/ Donald A. Metke By: /s/ Jack Horner, Jr.
--------------------------- ----------------------------
Name: Donald A. Metke Name: Jack Horner, Jr.
Title: President Title: Secretary

PREMIER VENTURES & EXPLORATION, INC.

By: /s/ Donald A. Metke By: /s/ Jack Horner, Jr.
--------------------------- ----------------------------
Name: Donald A. Metke Name: Jack Horner, Jr.
Title: President Title: Secretary

1
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STATE OF ARIZONA )
) ss:
County of Maricopa )

On this 4th day of March, 1997, personally appeared before me Donald A.
Metke and Jack Horner, Jr. known to me to be the corporate officer who
subscribed his name above on behalf of each corporation, in his capacity as the
stated officer, who signed this instrument as the free and voluntary act and
deed of the corporations for the uses and purposes set forth therein.

/s/ Maryanne M. Livingston
---------------------------------
NOTARY PUBLIC in and for the
State of Arizona. Residing at:
1875 E. Cornell Drive, Tempe, AZ 85283
My commission expires June 30, 1997

Notary Seal