NETIVATION INC, SB-2, 1999-03-17

NETIVATION INC
SB-2, 1999-03-17

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<PAGE>

As filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
NETIVATION.COM, INC.
(Name of small business issuer in its charter)
NEVADA 88-0308169 7375
(State or jurisdiction of (I.R.S. Employer (Primary Standard
incorporation Identification No.) Industrial
or organization prior to Classification Code Number)
reincorporation)
DELAWARE
(State or jurisdiction of
incorporation
or organization following
reincorporation) 7950 Meadowlark Way
Coeur d'Alene, Idaho 83815
(208) 762-2526
(Address and telephone number of principal executive offices)
(Address of principal place of business or intended principal place of
business)
---------------
Anthony J. Paquin
Chief Executive Officer
NETIVATION.COM, INC.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815
(208) 762-2526
(Name, address and telephone number of agent for service)
---------------
Copies to:
Mark A. Ellison, Esq. Michael L. Platt, Esq. Robert W. Walter, Esq.
Stephen R. Drake, Esq. Mark G. Seneker, Esq. Berliner Zisser Walter &
Moffatt, Thomas, Barrett, Cooley Godward llp Gallegos, P.C.
Rock & Fields, Chartered 2595 Canyon Boulevard 1700 Lincoln Street, Suite
101 South Capitol Blvd., Suite 250 4700
10th Floor Boulder, Colorado 80302 Denver, Colorado 80203
Boise, Idaho 83702 (303) 546-4000 (303) 830-1700
(208) 345-2000
---------------
Approximate date of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
---------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Amount of
Title of Each Class of Maximum Aggregate Registration
Securities to be Registered Offering Price(1) Fee
- -------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value(2)............... $25,875,000 $7,194
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Underwriters' Warrants........................ $ 23 $ 1
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Common Stock, $.01 par value, underlying Un-
derwriters' Warrants......................... $ 2,700,000 $ 751
- -------------------------------------------------------------------------------
Total:........................................ $28,575,023 $7,946
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(o) under the Securities Act
of 1933.
(2) Includes shares that the representatives of the underwriters have the
option to purchase from Netivation.com to cover over-allotments, if any,
equal to fifteen percent (15%) of the initial shares.
---------------
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 this registration
statement shall become effective on such date as the commission, acting
pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

Subject to completion, dated March 17, 1999

2,250,000 Shares

[LOGO OF NETIVATION.COM, INC. APPEARS HERE]

Common Stock

Netivation.com is a developer of topic specific Internet communities. These
communities, known as vertical portals, are for individuals, groups and
businesses sharing a common interest. Our first communities, Votenet and
Medinex, act as sources of information and services for participants in the
public policy and healthcare communities. By offering integrated software
applications to politicians and physicians, we will foster the ongoing
participation of these key members in each community. This is our initial
public offering. We estimate that the share price will be $8.00 to $10.00. No
public market currently exists for our shares.

We plan to apply to have our shares approved for listing on the Nasdaq
National Market under the symbol "NTVN."

Investing In Our Shares Involves Risks. See "Risk Factors" Commencing On Page
7.

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public offering price $ $
Underwriting discounts $ $
Proceeds to Netivation.com $ $
</TABLE>

Solely to cover any over-allotments, we have granted the representatives of
the underwriters a 60-day option to purchase up to 337,500 additional shares of
common stock on these same terms.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. It is a crime to make any
representation to the contrary.

EBI Securities Corporation Millennium
Financial Group, Inc.

Prospectus dated , 1999

The information contained herein is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. We may not sell these securities until the
registration statement is effective. This prospectus is not an offer to sell
these securities and we are not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
<PAGE>

[LOGO OF NETIVATION.COM, INC. APPEARS HERE]

[Graphic appears here depicting three web home pages from Netivation.com,
Votenet.com and Medinex.com. The web pages appear in a cascading order.]

. We are a developer of Internet communities for public policy and healthcare.

. Our public policy community, Votenet, includes content, products and
services for candidates for political office, voters, political
organizations, political action committees and lobbyists.

. Our healthcare community, Medinex, provides content, products and services
to primary care physicians, healthcare conscious consumers, patients and
their families.

. Votenet.com has received recognition from PC Magazine Online, Yahoo and
USAToday.

The information on our Websites is not a part of this prospectus.

We intend to furnish stockholders with annual reports containing financial
statements audited by an independent public accounting firm and quarterly
reports containing unaudited financial information for the first three quarters
of each year.

"Netivation.com," "Governet," "Votenet,""Votenet.com," "Votenet (and
design)," "Capitolwatch," "Medinex" and "Medinex.com" are trademarks of
Netivation.com, Inc. We have also applied for federal registration of each of
these trademarks.
<PAGE>

NETIVATION.COM PROSPECTUS

About Netivation.com

We were incorporated in Nevada in November 1993. In January 1999, we changed
our name to Netivation.com, Inc. We plan to reincorporate in Delaware and
complete the acquisitions of The Online Medical Bookstore, LLC and InterLink
Services, Inc., prior to the closing of this offering. Our executive offices
are located at 7950 Meadowlark Way, Coeur d'Alene, Idaho 83815. We also
maintain an office at 1220 Connecticut Avenue, NW, Washington, D.C. 20036. Our
Website address is www.netivation.com and our telephone number is (208) 762-
2526.

Introduction

Please read this prospectus carefully. It describes our business, our
products and services and our finances. We have prepared this prospectus so
that you will have the information necessary to make an investment decision.

You should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of common stock.

Prospectus Delivery Obligations

Until , 1999 (25 days after the date of this prospectus), all dealers
effecting transactions in the common stock, whether or not participating in
this distribution, may be required to deliver a prospectus. This is in addition
to the obligation of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 7
Where You Can Find Additional Information................................ 17
Use of Proceeds.......................................................... 18
Dividend Policy.......................................................... 18
Capitalization........................................................... 19
Dilution................................................................. 20
Selected Financial Data.................................................. 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 23
Business................................................................. 29
Management............................................................... 40
Certain Transactions..................................................... 46
Principal Stockholders................................................... 47
Description of Capital Stock............................................. 48
Shares Eligible for Future Sale.......................................... 51
Underwriting............................................................. 53
Legal Matters............................................................ 56
Experts.................................................................. 56
Index to Financial Statements............................................ F-1
Financial Statements of Netivation.com, Inc. .. F-3
Financial Statements of The Online Medical Bookstore, LLC................ F-17
Financial Statements of InterLink Services, Inc.......................... F-24
Unaudited Pro Forma Combined Financial Information....................... F-30
</TABLE>

<PAGE>

PROSPECTUS SUMMARY

Our business

We develop and operate topic specific Internet communities designed to
permit persons sharing a common interest to access our suite of services and
the resources of the Internet. We foster interaction and communication among
the members of each community by providing them a comprehensive suite of
Internet based products and services. We plan to develop a sense of loyalty
within each community by offering specialized software applications to key
participants that encourage their ongoing involvement within the community. We
believe the involvement of key participants is essential for the rapid growth
of each community.

To date, we have focused on the development of two communities, Votenet and
Medinex. We believe that each Internet community will provide multiple sources
of revenue, including:

. e-commerce opportunities;

. Website development and hosting;

. the sale of advertising space;

. corporate sponsorships and alliances;

. licensing and support of physicians' office management software; and

. commissions from online political fundraising.

Recent acquisitions

On March 4, 1999, we entered into an agreement to acquire The Online Medical
Bookstore, LLC (Online Medical Bookstore), a company selling medical books and
medical supplies via the Internet. Additionally, on March 9, 1999, we entered
into an agreement to acquire InterLink Services, Inc. (InterLink), a company
providing Website design and hosting services. We plan to complete these
acquisitions concurrent with this offering. We believe that both companies
provide synergies with our products and services and help execute our strategy.

Our Internet communities

Votenet

Our first Internet community, Votenet (www.votenet.com), was deployed in
April 1998. This public policy and political community site includes content,
products and services designed for candidates for political office, voters,
political organizations, political action committees and lobbyists. In June
1998, PC Magazine Online, in a quarterly review, named Votenet as one of the
top 100 Websites on the Internet. Votenet features:

. Governet, an interactive campaign management system for political
candidates and campaigns;

. a public policy focused Internet search engine;

. design and hosting of Websites for political campaigns; and

. a daily newsletter distributed via e-mail that reports on important news
stories and the activities of the U.S. Congress.

As of March 15, 1999, the daily newsletter, CapitolWatch, was delivered to
over 33,000 e-mail addresses.

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<PAGE>

The public policy and political market in the United States is large, with
over $2.8 billion raised and spent on over 250,000 political campaigns each
year. We provide politicians, the key participants in this community, with
computer software designed to manage voter data and contacts, fundraising and
reporting. We believe that the use of this software will encourage continued
participation in Votenet by politicians and other groups such as state
political parties.

Medinex
Our healthcare focused community, Medinex (www.medinex.com), was deployed in
November 1998. This community provides content, products and services for
primary care physicians, healthcare conscious consumers, patients and their
families, pharmaceutical and insurance companies and others involved in the
healthcare market. This community includes:

. a healthcare focused Internet search engine;

. Website pages covering specific diseases that include discussion groups
and other interactive content;

. daily medical news reports; and

. physician Websites.

Our Website service combines our search engine content and medical news into
a turnkey Web presence for physicians. The Medinex.com search engine provides
access to over 9,500 healthcare related Websites. We have over 1,000
relationships with healthcare related Websites that link their users to the
Medinex.com site.

During 1999, we will introduce an Internet based physicians' office
management software that incorporates accounting and other business management
applications. We will market this software to primary care practices with one
to five physicians to develop strong bonds between physicians and the Medinex
community. We anticipate this software product will generate revenues from
monthly usage and support fees.

Recent studies indicate that the market for healthcare products and services
is approximately $1 trillion in the U.S. and healthcare services alone account
for more than one quarter, or approximately $460 billion, of the U.S. gross
domestic product. Scientific breakthroughs in medicine have amplified the need
for fast and easy communication of information. Pharmaceutical companies need
to market their products in a medium where they can both promote and educate.
During 1998, over 17 million adults in the U.S. searched online for health and
medical information. The Medinex.com site and the Internet are uniquely
positioned to meet these needs of the healthcare marketplace.

Our approach to the market

The rapid growth of the Internet and the proliferation of Websites have made
it increasingly difficult for Internet users, content providers and businesses
with a common interest to efficiently reach and interact with one another using
such means as general interest search engines. Internet communities that bring
together persons with a common interest increase the opportunity for
advertising efficiency and the likelihood of successful e-commerce
transactions. We believe that the political and healthcare markets are
particularly well suited to benefit from greater use of the Internet because of
their:

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<PAGE>

. large size;

. diversity of participants; and

. demand for accurate and current information.

Our strategy

Our objective is to leverage our community platforms to generate multiple
sources of revenues. The strategy to achieve this objective and take full
advantage of our market opportunities includes:

. acquiring or investing in complementary businesses, technologies,
services and products that add value to our communities;

. offering a comprehensive selection of content, products, services and
software solutions to build member loyalty;

. increasing traffic to our Websites;

. building the Votenet and Medinex brands through aggressive promotional
campaigns;

. leveraging the high profile nature of our subject matter through
corporate sponsorships and alliances; and

. capitalizing on the attractive, targeted demographics of our community
members.

3
<PAGE>

The Offering

Common stock offered by 2,250,000 shares
Netivation.com..........................

Common stock to be outstanding after 8,445,548 shares
this offering...........................

Use of proceeds...................... To fund the development of our
products and services; to expand our
sales and marketing efforts; to fund
operating losses; to make
complementary acquisitions or
investments; and for working capital
and other general corporate purposes.

Proposed Nasdaq National Market NTVN
symbol..................................

The number of shares of common stock to be outstanding after this offering
does not include:

. 278,875 shares issuable upon the exercise of stock options outstanding
under our 1999 equity incentive plan at a weighted average exercise price
of $2.03 per share;

. 428,625 additional shares that have been reserved for issuance and may be
granted under such plan, of which 155,000 options are to be granted to
certain key employees of Online Medical Bookstore and InterLink upon the
closing of those acquisitions;

. 200,000 shares issuable upon the exercise of stock options issued outside
of any plan at a weighted average exercise price of $.056 per share;

. 258,000 shares of common stock reserved for issuance under outstanding
warrants at a weighted average exercise price of $2.50 per share; and

. 500,000 shares available for issuance under our 1999 employee stock
purchase plan.

About This Prospectus

We have entered into agreements to purchase Online Medical Bookstore and
InterLink, both of which we expect to complete simultaneously with the
effectiveness of this offering. The acquisitions of these businesses are
reflected in the pro forma financial information contained in this prospectus
as if they had occurred during 1998.

Unless otherwise indicated, all information in this prospectus:

. assumes that our date of inception was September 26, 1997, which is the
date we acquired the technology used in our current business operations;

. reflects the conversion of all outstanding shares of preferred stock into
2,325,000 shares of common stock upon the closing of this offering;

. has been adjusted to reflect an assumed one-for-two reverse split of the
common stock to be effected prior to the closing of this offering;

. includes 354,778 shares of common stock, based upon an assumed initial
public offering price of $9.00 per share, issuable on the closing of the
acquisitions of Online Medical Bookstore and InterLink;

. reflects our reincorporation into Delaware prior to the closing of this
offering; and

. assumes that the representatives of the underwriters do not exercise
their over-allotment option or their warrants and that no other person
exercises any other outstanding option or warrant.

This summary highlights some information from this prospectus and may not
contain all the information that is important to you.

Unless the context requires otherwise, the "company," "Netivation.com,"
"we," "us" and "our" in this prospectus refer to Netivation.com, Inc.

4
<PAGE>

Summary Financial Data

The following table summarizes the financial data for our business. The
unaudited pro forma statement of operations data reflects the acquisitions of
Online Medical Bookstore and InterLink as if they had each occurred on January
1, 1998. Please see our unaudited pro forma combined financial information
beginning on page F-30.

<TABLE>
<CAPTION>
Year Ended
September 26, 1997 December 31, 1998
(inception) to --------------------------------
December 31, 1997 Actual Pro Forma
------------------------------------- ---------------
(dollars in thousands, except per share data)
<S> <C> <C> <C>
Statements of Operations
Data:
Revenues.............. $ -- $ -- $ 619
Cost of revenues...... -- -- (422)
--------------- --------------- ---------------
Gross profit.......... -- -- 197
Operating expenses:
General and adminis-
trative............ 43 837 1,158
Sales and market-
ing................ 18 551 556
Stock compensation.. 0 586 586
Product develop-
ment............... -- 171 171
Amortization of in-
tangible assets.... 0 0 1,158
--------------- --------------- ---------------
Total operating
expenses......... 61 2,145 3,629
--------------- --------------- ---------------
Loss from operations.. (61) (2,145) (3,432)
Interest expense...... -- (183) (183)
--------------- --------------- ---------------
Net loss.............. (61) (2,328) (3,615)
Preferred stock divi-
dends................ -- (14) (14)
--------------- --------------- ---------------
Net loss available to
common stock......... $ (61) $ (2,342) $ ( 3,629)
=============== =============== ===============
Basic and diluted net
loss per share......... $ (.02) $ (.69) $ (.96)
=============== =============== ===============
Weighted average shares
outstanding............ 3,168,270 3,417,377 3,772,155
</TABLE>

<TABLE>
<CAPTION>
December 31, 1998
------------------------------
Pro Forma As
Actual Pro Forma Adjusted
------- --------- ------------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and short-term investments................ $ 2,787 $ 2,542 $21,496
Working capital................................ 3,046 2,737 20,508
Total assets................................... 4,099 7,394 25,165
Total stockholders' equity..................... 2,725 5,918 23,689
</TABLE>

The foregoing table indicates a summary of our balance sheet as of December
31, 1998. The table does not reflect any consequences of a redeemable common
stock option we issued during 1998, which is currently classified as a long-
term liability on our balance sheet. Assuming an offering price of $9.00 per
share, we will be required to take an additional charge both to earnings and
accumulated deficit of $1,011,000 and reclassify $1,402,000 to stockholders'
equity. If this charge were included in the table, the pro forma stockholders'
equity would increase $391,000 to $24,080,000.

5
<PAGE>

The pro forma column reflects:

. the automatic conversion of all outstanding and subscribed to shares of
preferred stock at December 31, 1998 into 2,118,948 shares of common
stock; and

. the acquisitions of Online Medical Bookstore and InterLink as if they had
each occurred on December 31, 1998.

The pro forma as adjusted column reflects:

. our receipt of the net proceeds from the sale of 206,052 shares of
preferred stock in our private placement completed in January 1999 and
the subsequent conversion of these shares into common stock; and

. our receipt of the estimated net proceeds from the sale of 2,250,000
shares of common stock at an assumed initial public offering price of
$9.00 per share, after deducting underwriting discounts and other
estimated offering expenses.

Forward Looking Statements

This prospectus contains certain forward-looking statements that involve
risks and uncertainties. These statements relate to our future plans,
objectives, expectations and intentions. These statements may be identified by
the use of words such as "believes," "expects," "estimates," "anticipates,"
"intends," "plans" and similar expressions. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of various factors, including all the risks discussed in "Risk Factors" and
elsewhere in this prospectus.

6
<PAGE>

RISK FACTORS

You should carefully consider the following risks before you decide to buy
our common stock. The risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business.

If any of the events described in the following risks actually occur, our
business, financial condition and operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A HISTORY OF LOSSES AND WE EXPECT FUTURE LOSSES

We had no revenues from the inception of our current operations in September
1997 through December 31, 1998. As a result of the acquisitions, we had pro
forma revenues of $619,000 in 1998. We had net losses of $2,389,000 from
September 1997 to December 31, 1998. We had an accumulated deficit of
$2,403,000 at December 31, 1998. We expect to incur increasing net losses and
negative cash flow for the foreseeable future. We may never achieve
profitability unless we substantially increase revenues.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY

We are a development stage company in the rapidly evolving Internet market.
We launched our first Internet community, Votenet, in April 1998, and our
second community, Medinex, in November 1998. Accordingly, we have only a
limited operating history you can use to evaluate us and our prospects.

There are risks, uncertainties, expenses and difficulties frequently
encountered by a company in our early stage of development. To address these
risks, we must:

. develop and constantly improve functional and attractive product and
service offerings;

. attract and maintain a large base of members for our Internet
communities;

. provide useful content to our members, either through our search engine
and e-mail delivery services or through strategic relationships with
content providers;

. establish and maintain relationships with advertisers, sponsors, e-
commerce partners, distribution partners, and service and content
providers;

. expand our sales and marketing efforts;

. retain and motivate qualified personnel; and

. respond successfully to competitive developments.

We may not successfully address all of the risks we face or accomplish our
business strategies. We may not become profitable even if we do successfully
address these risks and accomplish our business strategies.

OUR BUSINESS MODEL IS EVOLVING AND UNPROVEN

Our business model is to generate multiple revenue sources from our targeted
Internet communities. Since this model is new and largely unproven, it may not
be successful and we may need to change it. Our business model will continue to
develop as we explore opportunities in new and unproven areas. We cannot assure
you that our business model will be successful or, if we need to modify our
business model, that we will be successful in making such modifications.

OUR LIMITED OPERATING HISTORY AND EVOLVING BUSINESS MODEL MAKE IT DIFFICULT TO
FORECAST OUR FUTURE OPERATING RESULTS

We are unable to forecast our revenues with any degree of certainty as a
result of our limited operating history and unproven business model. We base
our current and projected expense levels largely on our estimates of future
revenues. Our expenses will increase significantly as we:

. develop and upgrade our software applications and technology;

. purchase equipment for our operations and network infrastructure;

. hire more salespersons and otherwise expand our sales and marketing
operations;

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<PAGE>

. increase our marketing and promotional activities;

. add to our product and service offerings; and

. acquire or invest in businesses, technologies, services or products.

The success of our business depends on our increasing revenues to offset
expenses. We cannot assure you that we will generate sufficient revenues to
offset our expenses. If our revenues are less than expected, or if our
operating expenses are more than expected or cannot be reduced, our business,
financial condition and operating results will be materially and adversely
affected.

We may not generate revenues from our planned sources

We plan to leverage our Internet communities to generate revenues from
multiple sources, such as e-commerce opportunities, Website development and
hosting, the sale of advertising space, corporate sponsorships and alliances,
licensing and support of physicians' office management software and commissions
from online political fundraising. As of the date of this prospectus, and
without taking into account the acquisitions, we have generated minimal
revenues. Our future success depends on our ability to increase our advertising
and other revenues. We may not succeed in increasing our advertising revenues
or developing and increasing revenues from additional sources. Our failure to
increase our revenues from these sources would materially and adversely affect
our business, financial condition and operating results.

We have a limited number of members, advertisers, sponsors and e-commerce
partners

As of the date of this prospectus, we have a limited number of members,
advertisers, sponsors and e-commerce partners in our communities. We also have
a limited number of users of our Governet software. Additionally, our online
fundraising system has not yet been used and our physicians' management
software system has not yet been completed and released. Our future success
depends on our ability to attract members to our communities to make the
communities attractive to advertisers, sponsors and e-commerce partners and on
the acceptance and increased use of our products and services. Our failure to
obtain a sufficiently large number of advertising, sponsorship and e-commerce
relationships and widespread use of our products and services will have a
material and adverse effect on our business, financial condition and operating
results.

We face risks associated with acquisitions or investments

Recently, we entered into agreements to acquire Online Medical Bookstore and
InterLink. These acquisitions may not succeed due to some or all of the risks
identified below. Furthermore, the closing under each of the acquisition
agreements is subject to the effectiveness of this offering as well as other
customary closing conditions. We cannot assure investors that all of the
conditions to these acquisitions will be satisfied prior to the effectiveness
of this offering, and we may not be able to consummate the acquisitions at the
time of this offering or at all. Once we complete these acquisitions, we will
amortize intangible assets associated with the acquisitions of approximately
$3.5 million over a three year period. This amortization will adversely impact
our ability to achieve profitability.

We may acquire or make investments in additional complementary businesses,
technologies, services or products if appropriate opportunities arise. This
acquisition and investment strategy has the following risks:

. we may not be able to identify suitable acquisition or investment
candidates at reasonable prices;

. we may not be able to successfully integrate services, products or
personnel of any acquisition or investment into our operations;

. acquisitions and investments may cause a disruption in our ongoing
business, distract our management and other personnel and make it
difficult to maintain our standards, controls and procedures;

. we may acquire unknown liabilities in these acquisitions or investments;

. costs associated with these acquisitions, including the amortization of
intangible assets, will adversely affect profitability; and

. we may acquire companies or make investments in markets in which we have
little experience.

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<PAGE>

Competition in our industry is intense

Competition for developing Internet communities, providing Internet products
and services and attracting Internet advertising and e-commerce is intense. We
expect that competition will continue to intensify. Barriers to entry are
minimal, and competitors can launch new Websites or new products and services
at a relatively low cost. We believe that our markets will have an increasing
number of participants offering competing products and services. One or a few
suppliers may dominate one or more market sectors, thereby adversely affecting
our share of any markets.

Many of our competitors have greater brand recognition and greater
financial, marketing and other resources than we have. Additionally, our
competitors may develop products and services that are superior to ours or that
achieve greater market acceptance. These factors may place us at a disadvantage
in responding to our competitors' pricing strategies, technological advances,
advertising, sponsorship and e-commerce efforts and other initiatives.

We may not compete successfully against our current or future competitors.
Our inability to successfully respond to competitive pressures could have a
material adverse effect on our business, financial condition and operating
results.

Our operating results may fluctuate significantly

We expect our revenues, expenses and operating results to fluctuate
significantly from quarter to quarter due to a variety of factors, not all of
which are in our control. These factors include:

. the number and involvement of community members and key participants;

. the level of traffic on our Websites and the level of usage of the
Internet in general;

. our ability to establish and maintain strong brand awareness;

. the growth of the Internet as a sustainable commercial, advertising and
communications medium;

. the timing of contracts with advertisers, sponsors, e-commerce partners
and service and content providers and the success of those relationships;

. the amount and timing of the costs relating to our marketing efforts;

. risks associated with identifying, acquiring and integrating suitable
acquisition or investment candidates;

. our ability to enhance, maintain and support our technology and acquire
new technologies;

. our ability to compete in a highly competitive market and the
introduction of new sites, products and services by us or our
competitors;

. technical difficulties, system downtime, system failures or Internet
brown-outs;

. political or economic events and governmental actions affecting Internet
operations or content; and

. general economic conditions.

Many of these factors are described in more detail in this "Risk Factors"
section. Due to the limited history of businesses relying on the Internet as a
commercial medium, we believe that period-to-period comparisons of our
operating results may not be meaningful.

Our usage and advertising revenues may be seasonal

We expect that some of our revenues will be seasonal. We may experience
seasonality in our advertising revenues because advertising and media buying
tends to be highest in the first and fourth quarters of each calendar year. We
may also experience seasonality in our traffic. Membership traffic during the
summer and year-end vacation and holiday periods may be lower than in other
parts of the year. We also expect that business usage of the Internet, and of
our products and services, will typically decline during these periods.

9
<PAGE>

The adoption of the Internet as a sustainable commercial, advertising and
communications medium is uncertain

Our future success will depend substantially upon the widespread adoption of
the Internet as an attractive platform for commerce, advertising, communication
and business applications. Most businesses, advertisers and consumers have only
limited experience with the Internet as a commercial, advertising and
communications medium and platform for business applications. In addition, the
adoption of Internet solutions in general, and the adoption of certain of our
products and services, requires the acceptance of new ways of exchanging
information and conducting business. The Internet may not prove to be a viable
commercial, advertising and communications medium for a number of reasons,
including:

. lack of acceptable security technologies;

. potentially inadequate development or maintenance of necessary Internet
infrastructure;

. issues concerning the reliability, cost, accessability and performance of
the Internet; and

. timely development, improvement and commercialization of non-Internet
based applications.

Our business, financial condition and operating results will be materially
adversely affected if the Internet does not become a viable and sustainable
advertising, commercial and communications medium.

Our long-term success depends on the development of the e-commerce market

We anticipate that e-commerce will account for a significant portion of our
future revenues. Our business will suffer if e-commerce does not grow or grows
slower than expected. A number of factors could prevent acceptance of e-
commerce, including:

. e-commerce is at an early stage and buyers may be unwilling to shift
their purchasing from traditional vendors to online vendors;

. the necessary network and telecommunications infrastructure for
substantial growth in usage of the Internet may not develop;

. increased government regulation or taxation may limit the growth of e-
commerce; and

. adverse publicity and consumer concern about the security of e-commerce
transactions may discourage its acceptance and growth.

These factors could impair our ability to generate revenues from our online
fundraising platform, physician's management software, online sale of medical
books and supplies and other e-commerce initiatives.

Market acceptance of Votenet and Medinex is uncertain

Votenet and Medinex are designed to address many needs of the political and
healthcare markets by attracting individuals, groups and businesses interested
in these markets to a designated Internet location. We cannot guarantee that
participants in the public policy and healthcare communities will accept
Votenet and Medinex as sources of information, communication and business
products and services. The Internet in general, and Votenet and Medinex
specifically, may not prove to be viable channels for these products and
services. The failure of Votenet and Medinex to achieve market acceptance would
have a material adverse effect on our business, financial condition and
operating results.

We must establish, maintain and strengthen our brands

To be successful, we must establish, maintain and strengthen the Votenet and
Medinex brands as well as the brands associated with the individual products
and services offered in such communities. We believe that brand recognition
will become more important in the future with the growing number of Websites.
If we are unable to establish, strengthen and maintain our brands, the
attractiveness to our members, advertisers, sponsors and e-commerce partners
will decrease and our business, financial condition and operating results could
be materially and adversely affected.

Our communities may not attract users with demographic characteristics valuable
to advertisers, sponsors or e-commerce partners

Our future success depends upon our ability to deliver compelling Internet
content and attractive products and services that will attract users with

10
<PAGE>

demographic characteristics valuable to our existing and potential advertising
and sponsorship customers and e-commerce partners. If we are unable to offer
Internet content or products and services that attract a loyal membership base
possessing demographic characteristics attractive to advertisers, sponsors and
e-commerce partners, it could have a material adverse effect on our business,
financial condition and operating results.

We may not be able to effectively manage our growth

We expect to grow rapidly both by adding new products and services and
hiring new employees. This growth, if it occurs, would likely place a
significant strain on our resources and systems. To manage our growth, we must
effectively manage our resources and implement and improve our systems. We
cannot assure you that our management will be able to effectively or
successfully manage our growth.

We may need and be unable to obtain additional funding

We believe that, following this offering, our cash reserves and cash flows
from operations will be adequate to fund our operations at least through 2000.
However, we may need to raise additional funds due to unforeseen circumstances.
If our capital requirements vary materially from those currently planned, we
may require additional financing sooner than anticipated. Such financing may
not be available in sufficient amounts or on terms acceptable to us.

We face the risk of system failures, delays and capacity restraints

Our business depends on the efficient and uninterrupted operation of our
computer and communications systems. Our computer and communications systems
are located at our main headquarters in Coeur d'Alene, Idaho and at Exodus
Communications, Inc.'s facilities in Seattle, Washington. Any systems
interruptions that cause our communities to be unavailable or result in slower
response times could result in a loss of potential or existing advertisers,
sponsors, e-commerce partners and community members. Any of these losses could
materially and adversely affect our business, financial condition and operating
results. Interruptions could result from natural disasters as well as power
loss, telecommunications failure and similar events. We do not presently have a
formal disaster recovery plan and our insurance may not be sufficient to cover
losses from these events.

Our Websites must accommodate a high volume of traffic and deliver
frequently updated information. We must be able to expand and upgrade our
systems and network hardware and software capabilities to accommodate increased
use of our Internet communities. If we do not appropriately upgrade our systems
and network hardware and software, our business, financial condition and
operating results will be materially adversely affected.

Our products and services may be affected by unknown software defects

Many of our product and service offerings depend on complex software, both
internally developed and licensed or purchased from third parties. Software
often contains defects, particularly when first introduced or when new versions
are released. We may not discover software defects that affect our new or
current services or enhancements until after they are deployed. These defects
could cause service interruptions, which could damage our reputation and brand
value, increase our service costs, cause us to lose revenues, delay market
acceptance or divert our product development resources, any of which could
cause our business to suffer.

Increased security and confidentiality risks may deter future use of our
communities

A significant barrier to online communications and commerce is the inability
to ensure secure access or transmission of information over the Internet. Our
networks may be vulnerable to unauthorized access, computer viruses and other
disruptions, despite the implementation of security measures. A wrongdoer who
is able to circumvent security measures could misappropriate proprietary
information or cause interruptions in our Internet operations. Security
breaches that result in access to confidential information could damage our
reputation and expose us to a risk of loss or liability.

11
<PAGE>

We may be required to expend significant capital or other resources to protect
against the threat of security breaches or to alleviate problems caused by such
breaches. Additionally, as we increase our focus on e-commerce, our customers
will become more concerned about security. Netivation.com's security measures
may be circumvented in the future. If we do not adequately address these
concerns, this could adversely affect our business, financial condition and
operating results.

Our market may undergo rapid technological change

Our market is characterized by rapidly changing technology, evolving
industry standards, customer demands, and frequent new product introductions
and enhancements. Significant technological changes could render our existing
community technology obsolete. To be successful, we must improve the
performance, content and reliability of our communities. We must also develop
new features, products and services to meet our community members' needs. If we
do not successfully respond to new developments or do not respond in a cost-
effective manner, our business, financial condition and operating results will
be materially adversely affected.

The sales cycle for our products and services may be lengthy

The time between the date of initial contact with a potential advertiser,
sponsor or e-commerce partner and the execution of a contract with such
advertiser, sponsor or partner may be lengthy and may be subject to delays over
which we have little or no control, such as budgetary constraints and internal
acceptance reviews. During such sales cycle, we may expend substantial funds
and management resources and yet not obtain advertising, sponsorship or e-
commerce revenues. Therefore, our results of operations for a particular period
may be adversely affected if sales to such advertisers, sponsors or e-commerce
partners in a particular period are delayed or do not occur.

Our sales and marketing resources are limited

We have a limited number of sales and marketing resources. We must achieve
broad acceptance of the Votenet and Medinex communities by individuals, groups
and businesses interested in the specific topics of such communities to become
successful. We cannot guarantee that we will develop a sufficient sales and
marketing force to establish Votenet and Medinex as viable Internet communities
that provide valuable Internet services and products. This inability would
adversely affect our business, financial condition and operating results.

The license fees we pay to content providers may increase

If licensing fees for our site content increase, it could materially
adversely affect our business, financial condition and operating results. These
fees may increase as competition for such content increases. Our content
providers may not enter into new agreements with us on similar terms as our
current agreements or at all.

We may be exposed to risks associated with intellectual property and
proprietary rights infringement

Trademarks, trade secrets and other proprietary rights are important to our
success and competitive position. We seek to protect our proprietary rights,
but our efforts may be inadequate and may not prevent others from claiming
violations by us of their proprietary rights. Existing trade secret, copyright
and trademark laws offer only limited protection. Further, effective trademark,
copyright and trade secret protection may not be available in every country in
which our services or products are made available through the Internet, and
policing unauthorized use of our proprietary information is difficult.

The unauthorized misappropriation of our proprietary rights could have a
material adverse effect on our business, financial condition and operating
results. If we resort to legal proceedings to enforce our proprietary rights,
the proceedings could be burdensome and expensive and the outcome could be
uncertain.

We may also be subject to claims alleging infringement by us of third party
proprietary rights. If we were to discover that any of our products or services
infringed third party rights, we may not be able to obtain permission to use
such rights on commercially reasonable terms. This inability may require us to
expend significant resources to make

12
<PAGE>

our products and services non-infringing or to discontinue the use of such
products and services. Any claim of infringement could cause us to incur
substantial costs defending against the claim, even if the claim is invalid,
and could distract our management from our business. Further, a party making
such a claim could secure a judgment that requires us to pay substantial
damages or that prevents us from using or selling our products and services.
Any of these events could have a material adverse effect on our business,
financial condition and operating results.

Emerging government regulations of the Internet create legal uncertainties

Few laws or regulations are currently directly applicable to certain
activities on the Internet. However, new laws and regulations may be adopted
because of the Internet's popularity and growth in such areas as:

. online content;

. user privacy;

. taxation;

. access charges;

. copyrights;

. characteristics and quality of products and services; and

. consumer protection.

Such government regulation may impose additional burdens on our business.
They may also impede the growth in Internet use and thereby decrease the demand
for our products and services or otherwise have a material adverse effect on
Netivation.com's business, financial condition and operating results.

Additionally, U.S. and foreign laws applicable to e-commerce or Internet
communications are becoming more prevalent. These laws have been recently
enacted and there is uncertainty regarding their marketplace impact. Any new
legislation or regulation regarding to the Internet, or the application of
existing laws and regulations, to the Internet, could materially adversely
affect us. If we were alleged to violate federal, state or foreign, civil or
criminal law, even if we could successfully defend such claims, it could
materially adversely affect us.

We face risks with potential telecommunications regulations

Several telecommunications carriers are supporting regulation of the
Internet by the Federal Communications Commission (FCC) in the same manner that
the FCC regulates other telecommunications services. These carriers have
alleged that the growing popularity and use of the Internet has burdened the
existing telecommunications infrastructure, resulting in interruptions in phone
service. Local telephone carriers such as Pacific Bell, a subsidiary of SBC
Communications Inc., have petitioned the FCC to regulate internet service
providers in a manner similar to long-distance telephone carriers and to impose
access fees on internet service providers. Any such regulations could
substantially increase the costs of communicating on the Internet. This, in
turn, could slow the growth in Internet use and thereby decrease the demand for
our products and services or otherwise have a material adverse effect on our
business, financial condition and operating results.

Our online fundraising system may be subject to complex regulations

Political campaigns and campaign fundraising efforts are subject to numerous
regulatory restrictions and reporting obligations at the federal, state and
local levels. Additionally, there have recently been numerous proposals under
consideration by federal, state, local and other organizations regarding
changes to the existing regulatory environment. Since we expect to provide
fundraising services to political campaigns and candidates, our activities, as
well as the use of our products and services may be governed by federal and
state campaign finance laws and regulations. We have not conducted any formal
investigation or analysis of the governmental regulations applicable to our
online fundraising system. Any such regulations may increase our cost of doing
business, cause us to modify our system, decrease the demand for our system or
otherwise have a material adverse effect on our business, financial condition
and operating results.

Given that these laws and regulations are complex, vary widely from state to
state and are frequently changed, we can not assure you that the use of our
products and services is not, or in the future will be, legal or practical in
all jurisdictions.

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<PAGE>

We could be subject to liability under Federal Election Commission regulations
if we were found to have participated in a prohibited campaign fund raising
effort. Any of such liability or regulation may place our activities under
increased regulation, increase our cost of doing business, decrease the use of
the Internet for campaign or fundraising efforts and thereby decrease the
demand for our products and services or otherwise have a material adverse
effect on our business, financial condition and operating results.

We may not be able to acquire or maintain effective Website addresses

We currently hold various Internet Website addresses related to our brands.
We may not be able to prevent third parties from acquiring Website addresses
that are similar to our addresses, which could materially and adversely affect
our business, financial condition and operating results. The acquisition and
maintenance of Website addresses generally is regulated by governmental
agencies and their designees. The regulation of Website addresses in the United
States and foreign countries is subject to change. As a result, we may not be
able to acquire or maintain relevant Website addresses in all countries where
our services and products are made available through the Internet. Furthermore,
the relationship between regulations governing such addresses and laws
protecting trademarks is unclear.

We may be liable for information received from the Internet

We may be subject to legal claims relating to the content in our
communities. For example, persons may bring claims against us if information
that is inappropriate for viewing by young children can be accessed from our
communities. Claims could also involve matters such as defamation, negligence,
invasion of privacy, and copyright infringement. Such claims have been brought,
sometimes successfully, against Internet companies in the past. In addition,
some of the content provided on our communities is drawn from data compiled by
other parties, including governmental and commercial sources, and we may
manually re-enter the data. This data may have errors. If our content is
improperly used or if we supply incorrect information, it could result in
unexpected liability. The law in these or related areas is unclear, and we are
unable to predict the possible existence or extent of our liability in these
areas or related areas. Although we carry general liability insurance, our
insurance may not cover claims of this type or may not provide sufficient
coverage. Any imposition of liability that is not covered by insurance or is in
excess of insurance coverage could adversely affect our business, financial
condition and operating results.

Our systems may not be year 2000 compliant

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. In other words,
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in system failures or miscalculations
causing disruptions of operations, including, among others, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities.

We may realize exposure and risk if the systems on which we are dependent to
conduct our operations are not Year 2000 compliant. Our potential areas of
exposure include products purchased from third parties, computers, software,
telephone systems and other equipment used internally. To date, we have
completed testing of our internally developed systems. Based on such testing,
we believe that such software is Year 2000 compliant. We expect to resolve Year
2000 compliance issues primarily through normal upgrades of our software or by
replacing existing software with Year 2000 compliant applications. The cost of
these upgrades or replacements is included in our capital expenditure budget
and is not expected to be material to our financial position or operating
results. However, we cannot assure you that such upgrades and replacements can
be completed on schedule or within estimated costs or will successfully address
our Year 2000 compliance issues.

In addition to our internally developed software, we use software and
hardware developed by third parties both for our network and internal
information systems, We are currently conducting an analysis to determine the
extent to which vendors and suppliers have Year 2000 issues. If they are not
yet Year 2000 compliant, we are asking them to provide a description of their
plans to become so. As of March 1999, we have received certification from all
of our vendors and suppliers that they are either

14
<PAGE>

Year 2000 compliant or are taking the necessary steps to become Year 2000
compliant.

In the event that the production and operational facilities that support our
Websites are not Year 2000 compliant, small portions of our Websites may become
unavailable. Our review of our systems has shown that there is no single
application that would make our Websites totally unavailable and we believe
that we can quickly address any difficulties that may arise.

In the event that our Website hosting facilities are not Year 2000
compliant, our Websites would be unavailable and we would not be able to
deliver services to our users. If our present efforts to address the Year 2000
compliance issues are not successful, or if distributors, suppliers and other
third parties with which we conduct business do not successfully address such
issues, our business, financial condition and operating results could be
materially and adversely affected.

We are dependent on key personnel and the ability to hire additional personnel

We believe that our success will depend on the continued services of our
senior management team, especially Anthony J. Paquin, Gary S. Paquin, Lawrence
L. Burch and other key personnel. The loss of the services of any of our senior
management team or other key employees could adversely affect our business,
financial condition and operating results.

We also depend on the ability of our senior management and key personnel to
work effectively as a team. In particular, we hired Lawrence L. Burch as Chief
Financial Officer and Treasurer in February 1999. Accordingly, our senior
management team has had a limited time to work together. We cannot assure you
that they will be able to work effectively together. Most of our key personnel
have employment agreements. We carry key person life insurance on certain, but
not all, of our senior management.

Our future success also depends on our ability to identify, attract, hire,
train, retain and motivate highly skilled technical, managerial, sales and
marketing personnel.

We have expanded our operations and we will continue to hire additional
personnel as our business grows. Competition for such personnel is intense, and
we cannot guarantee that we will successfully attract, assimilate or retain a
sufficient number of qualified personnel. Failure to retain and attract
necessary personnel could adversely affect our business, financial condition
and operating results.

Future sales of our common stock may depress our stock price

The market price of our common stock could fall if our stockholders sell
substantial amounts of common stock, including shares issued upon the exercise
of outstanding options and warrants, in the public market following this
offering. Such sales might also make it more difficult for us to sell equity
securities in the future at a time and price that we deem appropriate.

Restrictions under the securities laws and certain lock-up agreements limit
the number of shares of common stock available for sale in the public market.
The holders of shares of common stock and warrants and options
exercisable into shares of common stock have agreed not to sell any such
securities for after the offering without the prior written consent
of EBI Securities Corporation. However, EBI Securities Corporation may, in its
sole discretion, release all or any portion of the securities subject to the
lock-up agreements.

Additionally, after the date of this prospectus, we intend to file a
registration statement on form S-8 under the Securities Act in order to
register all shares of common stock issuable under the 1999 equity incentive
plan, the 1999 employee stock purchase plan and options granted outside of any
plan. After such registration statement is effective, shares issued under such
plans will be eligible for resale in the market without restriction, other than
that imposed by certain lock-up agreements and Rule 144 limitations applicable
to affiliates.

Upon the closing of this offering, holders of 2,325,000 shares of common
stock and warrants to purchase up to 258,000 shares of common stock are
entitled to certain registration rights. The exercise of such rights could
adversely affect the market price of our common stock.

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<PAGE>

Our corporate documents may discourage our acquisition by others

Our corporate documents and Delaware law could make it more difficult for a
third party to acquire us, even if a change in control would be beneficial to
our stockholders. Our corporate documents provide:

. that stockholders may not act by written consent;

. for a classified board, with each board member serving a staggered three
year term;

. that special meetings of stockholders may be called only by the board of
directors, the chairman of the board or the chief executive officer;

. that the board of directors has the authority to issue preferred stock
and fix its rights and preferences without stockholder approval.

These and other provisions might discourage, delay or prevent a change in
control of Netivation.com or a change in our management. These provisions could
also limit the price that investors might be willing to pay in the future for
shares of common stock. See "Description of Capital Stock."

We have broad discretion to use the offering proceeds

We have not designated any specific use for much of the net proceeds from
the sale of our common stock. We expect to use the net proceeds to fund the
development of our products and services, to expand our sales and marketing
efforts, to fund operating losses and for working capital and other general
corporate purposes. We may also use a portion of the net proceeds to acquire or
invest in complementary businesses, technologies, services or products.
Accordingly, management will have significant discretion in applying the net
proceeds of this offering. You will not have the opportunity to evaluate the
economic, financial or other information on which we base our decisions on how
to use the proceeds. See "Use of Proceeds."

Investors in this offering will suffer immediate and substantial dilution

The initial public offering price per share will significantly exceed the
net tangible book value per share. Accordingly, investors purchasing shares in
this offering will suffer immediate and substantial dilution of their
investment. See "Dilution."

The price of our common stock is likely to be highly volatile

The stock market in general, and the market for Internet-related and
technology companies in particular, has been highly volatile. Accordingly, the
market price of our common stock is likely to be highly volatile. Investors may
not be able to resell their shares of our common stock following periods of
volatility because of the adverse reaction by the market to such volatility.
The trading prices of many technology and Internet related companies' stocks
have reached historical highs within the last 52 weeks and have reflected
relative valuations substantially above historical levels. During the same
period, such companies' stocks have been highly volatile and have recorded lows
well below historical highs. We cannot assure you that our stock will trade at
the same levels of other Internet stocks or that that these trading prices and
price earnings or price revenue ratios will be sustained.

Factors that could cause such volatility may include, among other things:

. actual or anticipated variations in quarterly operating results;

. announcements of technological innovations;

. new sales formats or new products or services;

. changes in financial estimates by securities analysts;

. conditions or trends in the Internet industry;

. changes in the market valuations of other Internet companies;

. announcements by us or our competitors of significant acquisitions,
strategic partnerships or joint ventures;

. additions or departures of key personnel; and

. sales of common stock.

Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our common stock, regardless of our
operating performance.

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<PAGE>

Our common stock has never been publicly traded

There has not been a public market for our common stock. We cannot predict
the extent to which a trading market will develop or how liquid that market
might become. The initial public offering price will be determined by
negotiations between representatives of the underwriters and us and may not be
indicative of prices that will prevail in the trading market.

We do not expect to pay cash dividends on our common stock

We expect to retain future and earnings, if any, for use in the operation and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission, Washington, D.C.,
a registration statement on Form SB-2 under the Securities Act of 1933, with
respect to the common stock offered hereby. This prospectus does not contain
all of the information in the registration statement and the exhibits and
schedules. For further information about us and our common stock, please refer
to the registration statement and the exhibits and schedules filed. Statements
contained in this prospectus as to the contents of any contract or document
filed as an exhibit to the registration statement are qualified by reference to
such exhibit as filed.

A copy of the registration statement, and the exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the SEC in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices located at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048, and copies of all or
any part of the registration statement may be obtained from such offices upon
the payment of the fees prescribed by the SEC. The SEC maintains a Website that
contains registration statements, reports, proxy and other information
regarding registrants that file electronically with the SEC. The address of
this Website is http://www.sec.gov.

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<PAGE>

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of
approximately $17.3 million or $20.0 million if the underwriters exercise their
over-allotment option in full. Each of these amounts is based upon an assumed
initial public offering price of $9.00 per share.

We expect to use the net proceeds of this offering for the following
purposes:

. to fund the development of our products and services;

. to expand our sales and marketing efforts;

. to fund operating losses;

. to make complementary acquisitions or investments; and

. for working capital and other general corporate purposes.

We have not identified specific uses for all of the proceeds from this
offering, and management will have broad discretion over their use and
investment. As noted above, we may acquire or invest in complementary
businesses, technologies, services or products and a portion of the net
proceeds may be used for such acquisitions or investments. However, other than
with respect to our pending acquisitions of Online Medical Bookstore and
InterLink, we currently have no understandings, commitments or agreements for
any material acquisition or investment.

Pending use of the net proceeds of this offering, we intend to invest the
net proceeds in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. The
shares of preferred stock outstanding prior to the completion of this offering
are entitled to an annual dividend of eight percent (8%) of the original
purchase price per share of such preferred stock. For a period of three years
from the date of original issuance of the preferred stock, we have the option
to satisfy any accrued preferred stock dividend, or portion thereof, in either
preferred stock or cash. The right to receive dividends will terminate upon
closing of this offering when all outstanding shares of preferred stock
automatically convert into common stock. For purposes of computing any accrued
preferred stock dividend, this prospectus assumes that the preferred stock
dividend will be paid in cash on June 1, 1999. The total amount of cash to be
paid for preferred stock dividends is estimated to be $200,000 as of June 1,
1999. As of the date of this prospectus, there are 2,325,000 shares of
preferred stock outstanding.

We currently expect to retain future earnings, if any, for use in the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future, other than for the preferred stock
dividends.

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<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1998.
Our capitalization is presented:

. on an actual basis;

. on a pro forma basis to give effect to:

. the automatic conversion of all outstanding and subscribed to shares
of preferred stock into 2,118,948 shares of common stock; and

. the issuance of 354,778 shares of common stock on closing of the
acquisitions of Online Medical Bookstore and InterLink;

. on a pro forma as adjusted basis to reflect:

. our receipt of net proceeds from the sale of 206,052 shares of
preferred stock in our private placement completed in January 1999 and
the subsequent conversion of these shares into common stock;

<TABLE>
<CAPTION>
December 31, 1998
----------------------------------------
Pro Forma
Actual Pro Forma As Adjusted
----------- ----------- -------------
(in thousands, except share data)
<S> <C> <C> <C>
8% Convertible preferred stock, $.01
par value per share; 1,750,000
shares authorized, 1,575,000 shares
issued and outstanding, actual; no
shares issued, pro forma and pro
forma as adjusted.................. $ 3,317 $ -- $ --
Subscriptions receivable for 543,948
shares preferred stock............. 1,183 -- --
Common stock and additional paid in
capital, $.01 par value per share,
25,000,000 shares authorized,
3,473,270 shares issued and
outstanding, actual; 5,946,996
shares issued and outstanding, pro
forma: 8,403,048 shares issued and
outstanding pro forma as adjusted.. 628 8,321 26,092
Deficit accumulated in the devel-
opment stage..................... (2,403) (2,403) (2,403)
----------- ----------- -----------
Total capitalization.............. $ 2,725 $ 5,918 $ 23,689
=========== =========== ===========
</TABLE>

The above table does not reflect any consequences of a redeemable common
stock option we issued during 1998, which is currently classified as a long-
term liability on our balance sheet. Assuming an offering price of $9.00 per
share, we will be required to take an additional charge both to earnings and
accumulated deficit of $1,011,000 and reclassify $1,402,000 to stockholders'
equity. If this charge were included in the table, the pro forma stockholders'
equity would increase $391,000 to $24,080,000.

We expect there to be 8,445,548 shares of common stock outstanding after
this offering. In addition to the shares outstanding after the offering, we
may issue additional shares of common stock under the following plans and
arrangements:

. 278,875 shares issuable upon the exercise of stock options outstanding
under the 1999 equity incentive plan at a weighted average exercise price
of $2.03 per share;

. 428,625 additional shares which have been reserved for issuance and may
be granted under such plan, of which 155,000 options are to be granted to
certain key employees of Online Medical Bookstore and InterLink upon the
closing of those acquisitions;

. 200,000 shares issuable upon the exercise of stock options issued outside
of any plan at a weighted average exercise price of $.056 per share;

. 258,000 shares of common stock reserved for issuance under outstanding
preferred stock warrants at a weighted average exercise price of $2.50
per share; and

. 500,000 shares available for issuance under the 1999 employee stock
purchase plan.

19
<PAGE>

DILUTION

Our pro forma net tangible book value as of December 31, 1998 was
$3,173,000, or approximately $.52 per share. Pro forma net tangible book value
per share represents the amount of our total tangible assets and net proceeds
of preferred stock sales in January 1999 less total liabilities, divided by the
number of shares of common stock outstanding, assuming:

. the conversion of 2,325,000 shares of preferred stock into common stock;
and

. the issuance of 354,778 shares of common stock on closing of the
acquisitions of Online Medical Bookstore and InterLink.

Dilution in net tangible book value per share represents the difference
between the amount per share paid by purchasers of shares of common stock in
this offering and the net tangible book value per share of common stock
immediately after completion of this offering. After giving effect to the sale
of the 2,250,000 shares of common stock offered at an assumed initial public
offering price of $9.00 per share, and after deducting the underwriting
discounts and estimated offering expenses payable by us, our pro forma net
tangible book value at December 31, 1998 would have been approximately $20.5
million, or $2.44 per share. This represents an immediate increase in pro forma
net tangible book value of $1.92 per share to existing stockholders and an
immediate dilution in pro forma net tangible book value of $6.56 per share to
purchasers of common stock in this offering. The following table illustrates
this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................... $9.00
Pro forma net tangible book value per share before this offer-
ing............................................................. $ .52
Increase per share attributable to new investors................. 1.92
-----
Pro forma net tangible book value per share after this offering.... 2.44
-----
Dilution in pro forma net tangible book value per share to new in-
vestors........................................................... $6.56
=====
</TABLE>

The following table sets forth, on a pro forma basis, the differences
between the number of shares of common stock purchased from Netivation.com, the
total consideration paid and the average price per share paid by existing
holders of common stock and by the new investors at an assumed public offering
price of $9.00 per share, before deducting underwriting discounts and other
estimated offering expenses payable by Netivation.com.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
----------------- ------------------- Average price
Number Percent Amount Percent per share
--------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders....... 6,195,548 73.36% $ 6,043,500 22.98% $.98
New investors............... 2,250,000 26.64 20,250,000 77.02 9.00
--------- ----- ----------- -----
Total..................... 8,445,548 100.0% $26,293,500 100.0%
========= ===== =========== =====
</TABLE>

We expect there to be 8,445,548 shares of common stock outstanding after
this offering. In addition to the shares outstanding after the offering, we may
issue additional shares of common stock under the following plans and
arrangements:

. 278,875 shares issuable upon the exercise of grants outstanding under the
1999 equity incentive plan at a weighted average exercise price of $2.03
per share;

. 200,000 shares issuable upon the exercise of grants issued outside of any
plan at a weighted average exercise price of $.056 per share;

. 258,000 shares of common stock reserved for issuance under outstanding
warrants at a weighted average exercise price of $2.50 per share; and

. 500,000 shares available for issuance under the 1999 employee stock
purchase plan.

20
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes beginning on page F-2. The
historical statements of operations data set forth below for the periods ended
December 31, 1997 and 1998 and the historical balance sheet data at December
31, 1998 are derived from and qualified by reference to our financial
statements included elsewhere in this prospectus. The historical results are
not necessarily indicative of results to be expected for any future period.

We prepared the unaudited pro forma statements of operations data to reflect
the acquisitions of Online Medical Bookstore and InterLink as if they had each
occurred on January 1, 1998. These results have been prepared using the
purchase method of accounting. We have presented this information to give you a
better picture of what our business might have looked like if we had owned
Online Medical Bookstore and InterLink since January 1, 1998. These companies
may have performed differently if they had actually been combined with our
operations. You should not rely on the unaudited pro forma information as being
indicative of the historical results that we would have had or the future
results that we will experience after the acquisitions. Please see our
unaudited pro forma combined financial information beginning on page F-30.

<TABLE>
<CAPTION>
September 26,
1997 Year Ended
(inception) to December 31, 1998
December 31, -------------------------------
1997 Actual Pro Forma
---------------------------------- --------------
(dollars in thousands, except per share data)
<S> <C> <C> <C>
Statements of Operations
Data:
Revenues................. $ -- $ -- $ 619
Cost of revenues......... -- -- (422)
--------------- --------------- --------------
Gross profit............. -- -- 197
Operating expenses:
General and administra-
tive.................. 43 837 1,158
Sales and marketing.... 18 551 556
Stock compensation..... 0 586 586
Product development.... -- 171 171
Amortization of intan-
gible assets.......... 0 0 1,158
--------------- --------------- --------------
Total operating ex-
penses.............. 61 2,145 3,629
--------------- --------------- --------------
Loss from operations..... (61) (2,145) (3,432)
Interest expense......... -- (183) (183)
--------------- --------------- --------------
Net loss................. (61) (2,328) (3,615)
Preferred stock divi-
dends................... -- (14) (14)
--------------- --------------- --------------
Net loss available to
common stock............ $ (61) $ (2,342) $ (3,629)
=============== =============== ==============
Basic and diluted net loss
per share................. $ (.02) $ (.69) $ (.96)
=============== =============== ==============
Weighted average shares
outstanding............... 3,168,270 3,417,377 3,772,155
</TABLE>

<TABLE>
<CAPTION>
December 31, 1998
----------------------------
Pro Forma
Actual Pro Forma As Adjusted
------ --------- -----------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and short-term investments.................. $2,787 $2,542 $21,496
Working capital.................................. 3,046 2,737 20,508
Total assets..................................... 4,099 7,394 25,165
Total stockholders' equity....................... 2,725 5,918 23,689
</TABLE>

21
<PAGE>

The above table indicates a summary of our balance sheet as of December 31,
1998. The table does not reflect any consequences of a redeemable common stock
option we issued during 1998, which is currently classified as a long-term
liability on our balance sheet. Assuming an offering price of $9.00 per share,
we will be required to take an additional charge both to earnings and
accumulated deficit of $1,011,000 and reclassify $1,402,000 to stockholders'
equity. If this charge were included in the table, the pro forma stockholders'
equity would increase $391,000 to $24,080,000.

The pro forma column reflects:

. the automatic conversion of all outstanding and subscribed to shares of
preferred stock as of December 31, 1998 into 2,118,948 shares of common
stock; and

. the acquisitions of Online Medical Bookstore and InterLink as if they had
each occurred on December 31, 1998.

The pro forma as adjusted column reflects:

. our receipt of the net proceeds from the sale of 206,052 shares of
preferred stock in our private placement completed in January 1999.

22
<PAGE>

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

PLAN OF OPERATIONS

The following discussion contains forward-looking statements that involve
risks and uncertainties. Netivation.com's actual results could differ
materially from those discussed in the forward-looking statements as a result
of certain factors, including those set forth under "risk factors" and
elsewhere in this prospectus. The following discussion and analysis should be
read in conjunction with "selected financial data," and the financial
statements and notes thereto, appearing elsewhere in this prospectus.

GENERAL

Since commencement of our current operations in September 1997, we have been
in the development stage and have not generated revenues from operations
through December 31, 1998. In accordance with generally accepted accounting
principles, the date of inception for our financial statements is September 26,
1997 ("inception"). As a result, all information reflected herein for 1997
represents the results between inception and December 31, 1997. We continue to
be in the development stage and expect to incur additional substantial
operating expenses and net losses for the balance of fiscal 1999 and for one or
more years thereafter.

Recent Acquisitions

On March 4, 1999, we entered into an agreement to acquire Online Medical
Bookstore, a company selling medical books and medical supplies via the
Internet. The agreement provides for Online Medical Bookstore to be merged into
a newly formed, wholly owned subsidiary of Netivation.com. The consideration to
be paid to the sole member of Online Medical Bookstore consists of:

. $75,000 paid on execution of the agreement;

. $175,000 cash payment upon the effectiveness of this offering; and

. common stock valued at $1,929,000, with the price per share equal to the
price per share in this offering.

The acquisition is expected to close simultaneously with the effectiveness
of this offering.

On March 9, 1999, we entered into an agreement to acquire InterLink, a
company providing Website design and hosting services. The agreement provides
for a newly formed, wholly owned subsidiary to be merged into InterLink. The
consideration to be paid to the stockholders of InterLink consists of:

. $50,000 paid on execution of the agreement; and

. common stock valued at $1,264,000, with the price per share equal to the
price per share in this offering.

The acquisition is expected to close simultaneously with the effectiveness
of this offering. Following the acquisition, InterLink will be our wholly owned
subsidiary.

The closing under each of the acquisitions is subject to the effectiveness
of this offering as well as other customary closing conditions. We cannot
assure you that all of the conditions to these acquisitions will be satisfied
prior to the effectiveness of this offering, and, if not satisfied, the
applicable party may be required to waive any such condition. We will use the
purchase method of accounting for the acquisitions.

When the acquisitions of Online Medical Bookstore and InterLink are
completed, we expect our general and administrative expenses to grow
significantly, due to the amortization of intangible assets associated with the
acquisitions. We expect this amortization expense to approximate $1.15 million
on an annual basis for a three-year period. In addition, we have entered into
employment agreements with key employees which will result in increased salary
expenses above historical levels reflected in the financial statements of
Online Medical Bookstore and InterLink.

23
<PAGE>

Any reference in the following discussion to information on a pro forma
basis assumes the acquisitions of Online Medical Bookstore and InterLink were
completed as of January 1, 1998. We have presented this information to give you
a better picture of what our business might have looked like if we had owned
these companies since January 1, 1998. These companies may have performed
differently if they had actually been combined with our operations. You should
not rely on the unaudited pro forma information as being indicative of the
historical results that we would have had or the future results that we will
experience after the acquisitions are completed.

Expected Earnings Charges

During the first quarter of 1999, we expect to recognize significant non-
cash charges related to stock options granted to employees, consultants and
directors. Assuming an initial public offering price of $9 per share,
approximately $1 million will be charged to first quarter earnings, as a result
of our issuing a stock option with a mandatory buyback provision during 1998.
Once we become a public company, we will not need to record additional charges
for this stock option as the buyback provision will have expired.

Revenues

In January 1999, we commenced selling advertising and sponsorships. We did
not recognize any revenues from inception to December 31, 1998 and have
generated minimal revenues since January 1, 1999. On a pro forma basis, during
the year ended December 31, 1998, we generated revenues of $619,000, $290,000
primarily from the sales of medical books over the Internet and $329,000 from
Website development activities and Internet hosting services. Our business
model is new and untested. Because of our lack of experience in generating
revenues, we can not predict our ability to generate revenues in the future.
Further, we expect to experience significant fluctuations in our operating
results in the future as a result of our early stage of development.

We expect to derive substantially all of our revenues for the foreseeable
future from:

. e-commerce opportunities;

. Website development and hosting;

. the sale of advertising space;

. corporate sponsorships and alliances;

. licensing and support of physicians' office management software; and

. commissions from online political fundraising.

Seasonality

We expect that some of our revenues will be seasonal. We may experience
seasonality in our advertising revenues and in our membership traffic. We also
expect that business usage of the Internet, and of our products and services,
will typically decline during the summer and year-end vacation and holiday
periods.

Cost of Revenues

On a pro forma basis, our cost of revenues during the year ended December
31, 1998 was $422,000. These costs consisted primarily of the direct cost of
books sold over the Internet, network access for Website hosting and personnel
costs on Website development projects.

The cost of our revenues will likely consist primarily of expenses related
to the maintenance and technical support of our network, costs associated with
Website development projects and direct costs of e-commerce retailing. These
expenses are comprised principally of personnel costs, telecommunications
costs, equipment depreciation and costs related to revenue sharing agreements.

24
<PAGE>

Commencing with the introduction of the Medinex physician's office
management system, we will be required to add a customer service and support
group. This group will be responsible for call center technical support and the
provision of professional training. We anticipate hiring approximately eight
people in 1999 to handle such functions and will rely on outside vendors for
additional capacity as necessary.

GROSS MARGIN

In the future, our gross margin will be affected by the mix of products and
services sold. Because of our lack of experience in predicting revenues and
product mix, we are not able to predict the gross margin we may generate in
future years. Periodically, we may sell our products and services at a loss and
experience negative gross margins as we attempt to develop market share and
attract members to our communities. Further, we expect to experience
significant fluctuations in our operating results in the future as a result of
our early stage of development.

OPERATING EXPENSES

Our operating expenses have increased in absolute dollar amounts from
inception through the date of this prospectus. Our total operating expenses
were $61,000 and $2,145,000 for 1997 and 1998, respectively. On a pro forma
basis, our operating expenses were $3,629,000.

Our historical operating expenses include non-cash compensation expense of
approximately $586,000 in connection with certain stock option grants and our
pro forma operating expenses include approximately $1.15 million of goodwill
amortization related to the acquisitions. The increase in operating expenses
primarily reflects our transition from the conceptual stage to the product
development stage to the stage of marketing and offering our services. For
example, the number of employees increased from five in December 1997 to 15 in
June 1998 to 29 in December 1998. Although we plan to hire additional personnel
in 1999, including approximately ten individuals in connection with the
acquisitions, we expect the rate of increase in the number of employees to
decrease from 1998 to 1999. We believe that expansion of our operations is
essential to achieve a strong market position. As a consequence, we intend to
continue to increase our expenditures in all operating areas for the
foreseeable future.

General and administrative

General and administrative expenses consist principally of administrative
and executive personnel costs, travel and related expenses in connection with
financing activities and fees for professional services. General and
administrative expenses were $43,000 and $837,000 in 1997 and 1998,
respectively. On a pro forma basis, general and administrative expenses were
$1,158,000 during 1998.

We expect general and administrative expenses are expected to increase for
the balance of fiscal 1999 and for the following few years thereafter. This
dollar increase in general and administrative expenses will be due to increased
personnel, increased professional service fees and relocation to new facilities
to support our planned growth. In particular, we currently anticipate
relocating our headquarters locally in mid 1999.

We also anticipate that our general and administrative expenses will
continue to increase substantially due to expenses associated with this
offering the operation of Netivation.com as a public reporting entity and
negotiation, closing and assimilation of our planned acquisitions.

In the event that we identify and pursue other acquisition opportunities or
significant corporate alliances, we will incur additional professional fees and
other expenses associated with such transactions.

Sales and marketing

Our sales and marketing expenses consist principally of sales and marketing
personnel costs, consulting fees, commissions, allocation of overhead, creative
services, and promotional and advertising expenses. Sales and marketing
expenses were $18,000 and $495,000, in 1997 and 1998, respectively. On a pro
forma basis, sales and marketing expenses were $556,000 during 1998.

25
<PAGE>

We commenced selling advertising and product sponsorships in January 1999.
As a result, sales and marketing expenses will increase substantially during
fiscal 1999 and in the future as we complete the introduction of our existing
products and services and introduce new product and service offerings. In 1999,
the increase will be due primarily to the launch of a significant media
advertising campaign, increased sales personnel costs resulting from the
development of a direct sales force and increases in other advertising and
promotional expenses. In particular, we expect to incur substantial additional
sales and marketing expenses associated with the anticipated opening of branch
offices in Washington, D.C. and San Francisco.

Stock Compensation

Stock compensation relates to non-cash charges incurred in connection with
certain stock option grants with exercise prices below the fair market value of
the common stock. During the first quarter of 1999, we expect to recognize
significant non-cash charges related to stock options granted to employees,
consultants and directors. Assuming an initial public offering price of $9 per
share, approximately $1 million will be charged to first quarter earnings, as a
result of our issuing a stock option with a mandatory buyback provision during
1998. Once we become a public company, we will not need to record additional
charges for this stock option as the buyback provision will have expired. To
attract key employees, we may grant options at prices below fair market value,
resulting in additional earnings charges.

Product development

Our product development expenses consist principally of engineering and
editorial personnel costs, allocation of overhead, equipment depreciation,
consulting and supplies. Product development expenses were $171,000 in 1998.
Costs related to research, design and product development have been charged to
product development expense as incurred. Product development expenses will
increase substantially for 1999 and one or more of the following fiscal years.
In 1999 alone, we expect that product development expenditures could exceed
$1,000,000. This dollar increase is due primarily to the increased engineering
and editorial staff required to develop and enhance our services.

In particular, in October 1998 we contracted for the services of
Technicalities, Inc., an outside software development firm, to develop the
Medinex physician's office management software. Technicalities is paid on an
hourly basis for work performed at the fees set forth in applicable work order.
The initial commercial version of the product is scheduled to be completed in
the second half of 1999. As a result, we expect our product development
expenses to be greater during the period prior to introduction of the new
software application.

We believe that a significant level of product development expenses is
required to remain competitive. Accordingly, we anticipate devoting substantial
resources to product development beyond fiscal year 1999.

Amortization of intangible assets

Pro forma amortization of intangible assets related to our acquisitions
totals $1.15 million. Once we complete these acquisitions, we will amortize
intangible assets associated with the acquisitions of approximately $3.5
million over a three year period. This amortization will adversely impact our
ability to achieve profitability.

Interest expense

Our interest expense grew from $0 in 1997 to $183,000 in 1998, due to our
dependence on debt financing to fund operations during the majority of 1998.
Upon the completion of our preferred stock offering in January 1999, we repaid
our remaining debt obligations. We anticipate that interest expense will
decrease in 1999. However, if this offering is delayed, we may be forced to use
alternative sources of financing, including borrowing, which may result in
increased interest expense.

Our interest income will increase in 1999. This increase will reflect
earnings on higher average investment balances, due primarily to cash received
from our private placement of preferred stock in January 1999 and cash to be
received from this offering.

26
<PAGE>

Income Taxes

We have not paid income taxes as we have lost money since inception.

As of December 31, 1998, we had net operating loss, or "NOL," carryforwards
of approximately $1,800,000 that expire between 2012 and 2018. In accordance
the Internal Revenue Code of 1986, as amended, a change in ownership of greater
than 50% within a three year period results in an annual limitation of our
ability to utilize our NOL carryforwards to offset future taxable income. Such
a change in ownership occurred in December 1998. Accordingly, at December 31,
1998, use of NOL carryforwards is restricted to annual amounts of approximately
$900,000, which accumulate to the extent not used and are subject to the
expiration of these carryforwards. Any future significant changes in ownership
interests could further limit the NOL carryforwards.

Liquidity and Capital Resources

Prior to this offering, we financed our operations and met our capital
expenditure requirements primarily from net proceeds of the private sale of
equity and debt securities totaling approximately $5.4 million. As of December
31, 1998, we had $2,787,000 in unrestricted cash, cash equivalents and short-
term investments. In addition, we had $1,183,000 in subscriptions receivable
from the sale of preferred stock. In January 1999, we closed the sale of
preferred stock represented by such subscriptions receivable and collected
approximately $450,000 from the sale of 206,052 additional shares of preferred
stock. We maintain our cash and cash equivalents in short-term and medium-term
interest-bearing investment-grade securities until required for other purposes.

Our principal commitment at December 31, 1998 consisted of an obligation
under a note payable to a stockholder with a principal balance of $550,000.
This amount, plus accrued interest of $3,000, was paid in January 1999 with the
proceeds of our preferred stock offering. Additionally, as of December 31, 1998
we had additional current liabilities of $458,000. Capital expenditures have
been, and future expenditures are anticipated to be, primarily for facilities
and equipment to support expansion of our operations and management information
systems. We expect that our capital expenditures will increase as our employee
base grows. As of December 31, 1998, we did not have any material commitments
for capital expenditures, although we anticipate that our planned purchases of
capital equipment will require additional expenditures of approximately
$150,000 for 1999. A portion of these expenditures may be financed from
proceeds of this offering and a portion we will be able to obtain through
future equipment leases and bank borrowings. There can be no assurance that we
will be able to obtain equipment leases or borrowings on favorable terms to us,
or at all.

Subsequent to year-end, we paid a total of $125,000 to the sole member of
Online Medical Bookstore and the stockholders of InterLink. This amount is non-
refundable even if the acquisitions are not completed. Furthermore, upon the
closing of the Online Medical Bookstore acquisition, we will be required to pay
an additional $175,000.

We expect to use the net proceeds of this offering to fund the development
of products and services, to expand our sales and marketing efforts, to fund
our operating losses and for working capital and other general corporate
purposes. We also expect that we may use a portion of the net proceeds to
acquire or invest in complementary businesses, technologies, services or
products. However, other than with respect to the pending acquisitions of
Online Medical Bookstore and InterLink, we do not have any understandings,
commitments or agreements with respect to any acquisitions.

We believe that the net proceeds from this offering, together with available
funds will be sufficient to meet our anticipated cash needs for working
capital, capital expenditures and business expansion through 2000.

Year 2000 Compliance

27
<PAGE>

operation systems for our Websites are undergoing a complete re-engineering.
All new programs are being tested and validated for Year 2000 compliance. We
expect to resolve Year 2000 compliance issues primarily through normal upgrades
of our software or by replacing existing software with Year 2000 compliant
applications. The cost of these upgrades or replacements is included in our
capital expenditure budget and is not expected to be material to our financial
position or operating results. However, we cannot assure you that such upgrades
and replacements can be completed on schedule or within estimated costs or will
successfully address our Year 2000 compliance issues.

In addition to our internally developed software, we use software and
hardware developed by third parties both for our network and internal
information systems. We are currently conducting an analysis to determine the
extent to which vendors and suppliers have Year 2000 issues. If they are not
yet Year 2000 compliant, we are asking them to provide a description of their
plans to become so. As of March 1999, we have received certification from all
of our vendors and suppliers that they are either Year 2000 compliant or are
taking the necessary steps to become Year 2000 compliant.

In addition, we are in the process of seeking verification from our key
distributors, vendors and suppliers that they are Year 2000 compliant or, if
they are not presently compliant, to provide a description of their plans to
become so. As of March 1999, we have received certification from all of our
distributors, vendors and suppliers that they are either Year 2000 compliant or
are taking the necessary steps to become Year 2000 compliant.

In the event that our production and operational facilities that support our
Websites are not Year 2000 compliant, small portions of our Websites may become
unavailable. Our review of our systems has shown that there is no single
application that would make our Websites totally unavailable and we believe
that we can quickly address any difficulties that may arise.

In the event that our Website hosting facilities are not Year 2000
compliant, our Websites would be unavailable and we would not be able to
deliver services to our users. If our present efforts to address the Year 2000
compliance issues are not successful, or if distributors, suppliers and other
third parties with which we conduct business do not successfully address such
issues, our business, operating results and financial position could be
materially and adversely affected.

Recent Accounting Pronouncements

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use." Statement of Position 98-1 is
effective for financial statements for years beginning after December 15, 1998.
Statement of Position 98-1 provides guidance over accounting for computer
software developed or obtained for internal use including the requirement to
capitalize specified costs and amortization of such costs. We do not expect the
adoption of this standard to have a material effect on our financial condition
or operating results.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities."
Statement of Position 98-5, which is effective for fiscal years beginning after
December 15, 1998, provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start up activities and
organization costs to be expensed as incurred. As we have expensed these costs
historically, the adoption of this standard is not expected to have a
significant impact on our financial condition or operating results.

28
<PAGE>

BUSINESS

Industry background

The Internet has emerged as a significant global communications and commerce
medium, enabling millions of people to share information, create community
among users with similar interests and conduct business electronically.
International Data Corporation, or IDC, estimates that the number of Internet
users will increase from approximately 100 million in 1998 to approximately 320
million by the end of 2002. Additionally, according to IDC, worldwide commerce
revenue on the Internet is expected to increase from approximately $32 billion
in 1998 to approximately $425 billion in 2002. The rapid growth of the content
and services on the Internet attracts more users, fueling a cycle of growth
where users demand more content and services. This cycle facilitates the growth
of topic specific Internet communities.

The Internet has features and functions that are unavailable in traditional
media. Online businesses can interact effectively with customers and
advertisers and can target advertisements to defined audiences, specific
regional populations, special interest groups or select individuals. As a
result, companies from a wide variety of industries are using the Internet for
commerce and advertising. For example, Jupiter Communications estimates that
the amount of advertising dollars spent on the Internet is expected to increase
from approximately $1.9 billion in 1998 to $7.7 billion by 2002.

The need for targeted internet communities

The rapid growth of the Internet and the proliferation of Websites have made
it increasingly difficult for Internet users, content providers and businesses
with a common interest to efficiently reach and interact with one another using
general interest search engines and Internet portals. Users struggle to easily
find the most relevant information, products or services related to a
particular topic. Content providers are challenged to differentiate their
offerings in an increasingly crowded medium and to improve the visibility of
their sites. Businesses are challenged to more effectively deliver their
messages to highly targeted audiences within a more personalized context.
Internet communities that bring together persons with a common interest
increase the opportunity for advertising efficiency and the likelihood of a
successful e-commerce transaction.

Politics and the Internet

Millions of people in the U.S. are politically active. In 1996, according to
the Federal Election Commission and Congressional Research Service Reports,
more than 96 million people voted in elections for state and federal offices.
In addition, there are millions of individual members in hundreds of various
special interest and advocacy organizations such as the Sierra Club, American
Association of Retired Persons, National Rifle Association, National
Organization of Women. According to a news article by The Associated Press
citing the Center For Responsive Politics, businesses, interest groups and
labor unions spend approximately $1.2 billion annually to lobby the federal
government.

We estimate that there are thousands of political campaigns in the U.S. each
year, including primary elections, ballot measures, bond elections and
elections for political offices ranging from local school boards to the
presidency. The Center for Responsive Politics estimated that more than $2
billion was spent in 1996 on U.S. congressional and presidential races alone.
We also believe that significant funds are spent on state and local campaigns.
For example, five candidates running for California statewide offices in the
1998 primary elections spent more than $10 million. In Florida, candidates for
governor in the 1998 election spent more than $13 million. Almost all campaigns
generate and use extensive voter and contributor data files and are subject to
complex campaign finance reporting obligations. However, Netivation.com
believes that only a small percentage of these campaigns use dedicated campaign
management software to generate voter and contributor data files and manage
recordkeeping and reporting requirements.

We believe that politically active persons are using the Internet more and
more. A recent survey by the Georgia Institute of Technology's Graphics,
Visualization and Usability Center of 11,700 online participants

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revealed that 91.9% are registered voters and approximately 60% participated in
the most recent local, legislative and national elections. More than 40% of the
survey respondents reported that they are more involved in political issues
since coming online.

Despite politically active persons increasingly using the Internet,
political campaigns and special interest organizations communicate their
messages and solicit campaign contributions primarily through direct mail
campaigns, fundraising events and personal solicitation. Each of these can be
an expensive and inefficient means by which to reach a targeted audience.
Political contributions are generally made by cash or check and few campaign
contributions are raised online. For example, less than one percent of the
campaign contributions made in the 1998 California senate race were raised
online. Moreover, political candidates and causes are searching for more
effective and efficient means of communicating their message to prospective
voters and voters are seeking more timely and accurate information about
elected officials, candidates and legislation.

Healthcare and the Internet

A study by the Internet Strategies group of Cyber Dialogue, Inc. estimates
that the market for healthcare products and services is approximately $1
trillion. According to the U.S. Department of Commerce's Bureau of Economic
Development, healthcare services account for more than one quarter, or
approximately $460 billion, of the U.S. gross domestic product. The healthcare
industry has a variety of participants, including patients, physicians, medical
practice groups, hospitals and other medical care providers, government
agencies, insurance companies and managed care organizations. According to IMS
Health Incorporated, a pharmaceutical consulting firm, pharmaceutical companies
in the U.S. spent over $1.2 billion on direct-to-consumer advertising in 1998.

We believe that the healthcare industry, particularly individual physicians
and small practice groups, presents a substantial opportunity for the Internet
for the marketing of Internet based products and services. According to the
American Medical Association, there are over 300,000 physicians in the U.S. At
the same time, patients are increasingly utilizing the Internet to become
better informed about healthcare. During 1998, over 17 million adults in the
U.S. searched online for health and medical information. A recent Ohio State
University study reported that, although medical information proliferated the
Internet, much of that information may be inaccurate or out of date. While
patients are searching the Internet for health related information,
Netivation.com believes that very few physicians have an Internet presence or
an ability to monitor for accuracy much of the information their patients
receive from the Internet. As the use of the Internet for healthcare research
and information exchange increases, physicians will be required to invest in
increasing this Internet presence to improve the quality of information
patients access to market their services.

Additionally, healthcare providers rely heavily upon information to perform
their roles. Physicians need easy access to patient records and office
administrators require patient scheduling, accounting, insurance and billing
information. Often this information needs to be shared and used by multiple
users in multiple locations. For example, physicians often maintain multiple
offices or they require access to patient records while "on call" at home.
Netivation.com believes that patient care could be greatly enhanced by the
deployment of technology to assist in the management of this information,
particularly on a shared basis. The large number of participants, complexity of
healthcare transactions and high cost of technology acquisition and
implementation have historically impeded the adoption of technology solutions
that would assist in the delivery of healthcare information, connectivity and
automated workflows. These problems are particularly evident in smaller
organizations.

According to the American Academy of Family Physicians, more than 46% of
physician offices are either single-doctor offices or two-person partnerships.
Because of the cost and complexity of the technology environment,
Netivation.com believes that many physicians' offices have been reluctant to
fully embrace technology as a key component of their healthcare services or
office management. Although many physicians utilize desktop software packages
to perform certain applications, this software is not well integrated and can
be costly to install in multi-office environments. Moreover, software
applications are constantly being upgraded and require the physician's office
to periodically upgrade their applications.

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Implementation of multi-location capabilities generally requires the
installation of local and wide area networks. In addition to bearing the cost
of the networks' deployment, the physician will also be required to hire
network administration services to maintain it. Accordingly, for a small
medical practice to implement sophisticated solutions, they will need
technology that can eliminate or greatly reduce these barriers to adoption.

Netivation.com solution

We are addressing many needs of the political and healthcare markets by the
development of Internet communities targeted at individuals, groups and
businesses interested in these markets. Our two current communities, Votenet
and Medinex, are designed to bring together this mix of participants. At our
community sites, users can quickly access and exchange relevant information. We
have developed a complementary suite of Internet based tools and services
specifically for members of each community, including targeted search engine
technology, e-commerce technologies, e-mail, Website design and hosting
services and discussion forums. Some of these products and services have been
obtained through our acquisitions of Online Medical Bookstore and InterLink
which we expect to close concurrent with this offering. It is part of our
strategy to acquire other products and services through further acquisitions
and investments.

Additionally, we have designed business application software and service
offerings for key participants of each community, such as politicians and
physicians. The provision of such application software is designed to nurture
the further development of the community. For the Votenet community, we have
developed campaign management software that can be used to manage voter data
and interaction, fundraising and reporting. We also recently completed
development of an online fundraising service that allows political campaigns to
use Netivation.com to facilitate their online fundraising activities. For the
Medinex community, we are in the process of developing a Website-based
physicians' office management application, incorporating accounting and other
business management applications, and a personalized Internet "portal"
providing a physician a turnkey Website solution incorporating our search
tools, content and other community features. By offering these integrated
services, physicians can gain the benefits of an automated business environment
and an Internet "presence."

Netivation.com strategy

Our objective is to build significant revenues by developing leading
Internet communities for large targeted markets. The strategy to achieve this
objective is to:

Focus on community growth and loyalty to Votenet and Medinex

We intend to expand our membership base and promote our members' continued
involvement in the communities by:

. provide access to useful content for our members through our targeted
search engine and e-mail delivery programs;

. aggressively developing and marketing our business software applications
to key participants of the community;

. launching new services to enhance the community; and

. increasing the functionality and ease-of-use of existing products and
services.

Build multiple revenue sources

Our Website communities offer scalable business platforms from which we plan
to generate revenue from multiple sources. We are positioning our business to
capitalize on revenue sources such as:

. advertising revenues from traditional banner advertisements, e-mail based
advertisements and product sponsorships;

. e-commerce opportunities including product sales and online campaign
fundraising;

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. software subscription and training fees for the Medinex office management
software; and

. premium membership services, such as custom Website hosting and design.

Build the Votenet and Medinex brands

Well-recognized brands will be attractive to existing and potential
advertising customers and e-commerce partners. Following the offering, we
intend to:

. launch an aggressive promotional campaign to increase awareness of
Votenet and Medinex communities through both online and offline
advertising;

. undertake direct mail and telemarketing campaigns to the key participants
in each of the communities; and

. pursue additional cross-linking arrangements with Internet content
providers.

Pursue business alliances and acquisitions

We plan to pursue business alliances designed to mutually increase traffic
and memberships. We also intend to acquire or invest in companies that can
provide synergies with our products or services. For example, we:

. are acquiring Online Medical Bookstore, a company focused on the discount
sale of medical books and medical supplies via the Internet;

. are acquiring InterLink, a company that provides advanced Website design
and hosting services; and

. have established cross-linking relationships with over 20 NBC television
affiliates in small and mid-size markets in the U.S. pursuant to
informal, oral arrangements that may be terminated at any time.

Development of additional communities

We believe that business strategies and resources developed for our first
two communities can be used in additional communities. Significant portions of
our technology can be applied to these new communities as well. We will
consider developing more communities when we identify new market opportunities
and if we conclude we have sufficient resources and expertise to achieve a
market leadership position in the prospective community.

The Votenet and Medinex communities

Votenet

Votenet is a political community designed for voters, politicians, advocacy
and special interest organizations, lobbyists, students, members of the media
and others interested in public policy and the political process. In January
1999, the Votenet community Websites and services delivered 1.2 million page
views. Additionally, in June 1998, PC Magazine Online, in a quarterly review,
named Votenet as one of the top 100 Websites on the Internet.

Existing products and services

Members access the Votenet community at www.votenet.com. From there, the
community members can take advantage of Votenet's suite of Internet based tools
and services:

Governet campaign management software. Netivation.com believes that Governet
is the first interactive campaign management system using the power of the
Internet. Political candidates and campaigns at the federal, state and local
levels can use the Governet software product to perform a range of tasks,
including managing voter and contributor contact and information, and
maintaining recordkeeping and reporting requirements. Netivation.com
distributes the Governet product without charge to encourage ongoing

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involvement in the Votenet community. Traditional campaign management systems,
such as Campaign Manager III and Trailblazer, range in cost from $400 to
$4,000. As of January 31, 1999, Netivation.com had given away more than 12,000
copies of Governet to candidates, political parties and state parties.

CapitolWatch. Community members can subscribe for CapitolWatch, Votenet's
free e-mail political news delivery service. Subscribers can customize the
reports they receive each day to include:

. the top ten political news stories as provided by the Associated Press
and selected by Netivation.com;

. daily voting of the U.S. House and Senate tailored to a subscriber's
Senators and Representative;

. congressional transcripts; and

. "Inside the Beltway" provided by a political commentator pursuant to an
informal oral relationship that may be terminated at any time.

Sponsored CapitolWatch services. In February 1999, we launched co-branded or
personalized CapitolWatch e-mail delivery services for special interest and
advocacy organizations. With these programs, special interest or advocacy
organizations are able to attach advertising and personalized messages to the
CapitolWatch content delivered to their members. The program also allows
sponsors to develop a database of member e-mail addresses, permitting these
sponsors to communicate quickly and cost-effectively with their membership
base. Subscribers receive the sponsored or co-branded CapitolWatch free of
charge. Netivation.com plans to receive monthly or annual sponsorship fees from
the CapitolWatch sponsors. As of February 1999, we had two paying CapitolWatch
sponsors. However, certain initial organizations received free sponsorships for
a limited time pursuant to informal, oral arrangements.

Votenet's political search engine. Members can use Votenet's political
search engine, a powerful context based search engine customized for political
Websites, including Websites hosted within the Votenet community. This search
engine allows members to research political issues and causes, locate other
high quality online political resources, provide access to background data on
members of U.S. Congress and all 50 state legislatures and conduct online
legislation research. To enhance the quality of searches, we employ staff
members who search the Internet daily and register political sites in the
Votenet political search engine. As of January 31, 1999, Votenet's search
engine contained approximately 7,000 indexed Websites.

E-mail, Website design and Website hosting. Votenet offers all community
members a free Website-based e-mail account. As of February 22, 1999,
approximately 4,000 community members had a Votenet e-mail account. Votenet
also provides free Website publishing tools and Website hosting services,
providing community members with a platform for contributing their talents and
ideas and interacting with others with similar interests.

Discussion forums. Votenet includes a variety of member discussion groups on
political topics. In February 1999, we held 15 scheduled discussion groups.

Custom Website design and hosting services. Votenet also offers community
members the ability to create more comprehensive and robust Websites than those
created with the free, basic tools provided to all members. For a fee, members
are able to access through Netivation.com a Website design and technical staff
to create completely customized and unique Websites. On March 9, 1999, we
entered into an agreement to acquire InterLink, an advanced Website design and
hosting services company, to enhance these services.

Planned products and services

We strive to create new and improved products and services to enhance
Votenet community members' experiences and expand our revenue generating
opportunities. Our primary product under development is our online fundraising
system.

Online fundraising. Fundraising is a critical aspect of any political
campaign. Most campaigns currently raise funds through direct marketing
efforts, fundraising events or personal solicitations. Further, campaign

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funds generally are raised by cash or check, rather than by credit cards. We
believe online fundraising will become an attractive method because of its cost
effectiveness, efficiency and ability to target specific demographic groups. We
plan to establish merchant accounts on behalf of political candidates or causes
wishing to use our online fundraising system. Fundraisers will have a feature
on a Website page or advertisement allowing potential contributors to click a
button and contribute funds through the Internet. Netivation.com expects to
receive a commission for facilitating online contributions. We plan to
introduce our online fundraising system in the second half of 1999.

Medinex

Medinex is a healthcare community designed for primary care physicians,
healthcare conscious consumers, patients and their families, pharmaceutical and
insurance companies and others involved in the healthcare market. In January
1999, the Medinex community Websites delivered 63,000 page views.

Existing products and services

Members access the Medinex community at www.medinex.com. From there, the
community members can take advantage of Medinex's suite of Internet based tools
and services:

Medinex medical search engine. Similar to the Votenet political search
engine, members can use Medinex's medical search engine to search healthcare
related Websites, including Websites hosted within the Medinex community. To
enhance the quality of searches, we employ staff members who search the
Internet daily and register healthcare related sites in the Medinex medical
search engine. As of January 31, 1999, the Medinex search engine contained
approximately 9,500 indexed Websites.

Medinex health site certification. According to a recent Ohio State
University study, much of the medical information on the Internet may be
inaccurate or out of date. To counteract this problem, and to provide Medinex
community members with increased comfort that the information they receive
through Medinex is accurate, Netivation.com has developed a health site
certification process. Participating healthcare Websites that agree to adhere
to Medinex's healthcare code of ethics receive a "Medinex Seal of Approval"
icon on their Website free of charge. The icon provides a link back to
Medinex's code of ethics statement and further links to the Medinex community.
As of January 31, 1999, there were approximately 1,000 Websites containing the
Medinex icon.

Discussion forums. Medinex includes a variety of member discussion groups on
healthcare topics. In February 1999, we held 30 scheduled discussion groups.

Premium Website hosting services. Netivation.com provides physicians with
premium Website publishing tools and hosting services. We offer physicians the
ability to personalize their private Medinex community Website for a monthly
charge. This program will allow a physician to develop on a "turn-key" basis a
sophisticated and dynamic Website presence for use by his or her patients. We
believe that our acquisition of InterLink will enhance our ability to provide
these premium services.

Planned products and services

Products and services under development include:

Physician's office management system. We have contracted with a third party
software development company to develop a java-based Internet physicians'
office management information system via the Internet. We intend to offer this
system on a monthly subscription fee basis. The software program will provide
physicians with solutions to basic and multiple medical office application
needs, such as:

. patient account ledgers;

. medical records management;

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. accounts receivable;

. scheduling;

. insurance billing; and

. other services and applications designed to increase office efficiency
and productivity.

The software will reside on a Netivation.com application server and will be
accessed via the Internet through the Medinex community Website. Accordingly,
medical offices will only require a standard personal computer, a Website
browser and an Internet service account. The office management software is also
intended to confidentially and securely store patient medical records on the
Internet, allowing physicians, specialists, patients and other permitted users
to access medical records online. All information stored on the database
servers will regularly be copied to backup media and stored at an off-site
storage facility. We also plan to enter into alliances with high speed Internet
access providers to improve the speed of the system.

Medical e-commerce. Netivation.com intends to form business alliances with
or pursue acquisitions of online medical retailers to permit Medinex members to
purchase medical supplies and other medical products via the Medinex community.
Netivation.com believes these strategic relationships can create revenue
sharing opportunities and increased traffic to both partners. On March 4, 1999,
Netivation.com entered into an agreement to acquire Online Medical Bookstore, a
company selling discount medical books and medical supplies via the Internet.

E-mail, Website design and Website hosting. Medinex plans to provide all
community members with free Website based e-mail accounts and free Website
publishing tools and hosting services similar to those offered to Votenet
community members.

MedNews. We plan to offer MedNews, a free e-mail medical news delivery
service. MedNews will provide subscribers with current medical news and updates
from leading medical news sources, medical organizations and journals, such as
Medical Tribune News Service, New York Times Syndicate, U.S. Newswire, United
Press International, Associated Press Online and Biomedical Market Newsletter.
We also intend to offer MedNews co-branding or personalization opportunities to
select sponsors similar to those presented with Votenet's CapitolWatch service.

Revenue opportunities

Advertising

We expect that a significant portion of our revenues will be generated
through advertising arrangements with groups and businesses interested in
targeting the Votenet and Medinex communities. Netivation.com believes that
political candidates, parties and action committees, as well as advocacy and
special interest organizations, will benefit by advertising to the Votenet
community. Similarly, Netivation.com believes that pharmaceutical and medical
supply companies will benefit by advertising to the Medinex community.

We plan to work closely with our advertising customers and their agencies on
design and placement of Website-based advertising, providing customers with
advertising measurement analysis and a high level of customer service and
satisfaction. Initially, Netivation.com expects that advertising will consist
primarily of banner, ticker or billboard style advertisements that rotate
throughout the designated community. From each advertisement, viewers will be
able to hyperlink directly to the advertiser's own Website, thus providing the
advertiser with the opportunity to interact directly with an interested
consumer.

Our standard cost per thousand impressions generally range from $15 to $35,
depending on the location of the advertisement, the extent to which it is
targeted for a particular audience, the duration of the advertising contract
and the number of impressions purchased. Additionally, we may explore other
payment approaches in the future.

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Corporate sponsorships and alliances

Netivation.com also plans to offer corporate sponsorship programs and
alliances. For example, starting in February 1999, we started seeking sponsors
for co-branded or private-label CapitolWatch products allowing the sponsor to
attach advertising and personalized messages to the CapitolWatch content
delivered to their members. This program also enables these groups to develop a
database of member e-mail addresses, permitting these sponsors to communicate
quickly and cost-effectively with their membership base.

Votenet online fundraising

Fundraising is a critical aspect of any political campaign. Most campaigns
currently raise funds through direct marketing efforts, fundraising events or
personal solicitations. Further, most campaign funds are generally raised by
cash or check, rather than by credit cards. We recently completed development
of our online fundraising system to permit campaigns to raise funds online. We
believe online fundraising will become an attractive method for raising
campaign funds because of its cost-effectiveness, efficiency and ability to
target specific demographic groups. We plan to establish merchant accounts on
behalf of all political candidates or causes wishing to use our online
fundraising system. Fundraisers will have a feature on a Website page or
advertisement allowing potential contributors to click a button and contribute
funds through the Internet. Netivation.com will receive a fee for facilitating
online contributions. Campaign financing is highly regulated and our online
fundraising system may be subject to governmental regulation at the federal,
state and local levels. We have not conducted any formal investigation or
analysis of the governmental regulations applicable to our online fundraising
system. Any such regulations may increase our cost of doing business, cause us
to modify our system, decrease the demand for our system or otherwise have a
material adverse effect on our business, results of operation and financial
condition.

E-commerce opportunities

Netivation.com believes that Website commerce naturally fits into the
Votenet and Medinex community models. We plan to partner with merchants and
service providers to integrate their products and services into the Votenet and
Medinex communities, making them available for sale to the community members.
For example, we participate in Amazon.com's commonly available affiliate
program whereby we receive a fee for each Votenet or Medinex community member
that clicks through to the Amazon.com Website to purchase books or other
products. In addition to our acquisition of Online Medical Bookstore, we
believe that we can increase our e-commerce revenues by attracting other e-
commerce partners to our Votenet and Medinex communities and making strategic
acquisitions or investments in other businesses.

Medinex software and training fees

Netivation.com plans to deliver a comprehensive, Internet based physician's
office management software program to individual physicians and small physician
practice groups. We plan to charge each user a monthly fee to use the software.
Additional revenue sources for the software program are expected to include
training fees for physicians and staff members on the software.

Since the software application is being designed as a java, Website-based
application that will reside on our application servers, we believe that high
speed Internet access will greatly enhance physicians' use of the Medinex
system. We plan to develop partnering arrangements with high speed Internet
access providers to market their services to physicians using the Medinex
office management software. We expect to receive revenue from the access
provider in the form of a percentage of the revenue received by the Internet
access provider or in the form of a monthly surcharge.

We anticipate introducing the office management software in the second half
of 1999, but do not expect to recognize any significant revenue during 1999.

Premium membership services

In addition to our free services and products, Netivation.com plans to offer
fee-based premium services for Votenet and Medinex community members. For
example, Netivation.com provides enhanced Website-page

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publishing and hosting services to physicians in the Medinex community and to
all members in the Votenet community to create robust, customized Websites. Our
acquisition of InterLink will enhance our Website design and hosting services.
We intend to introduce additional features and premium service levels to appeal
to a broad range of community members.

Sales, marketing and public relations

As of February 1999, Netivation.com had a direct sales organization
consisting of four sales professionals located in northern Idaho and two sales
professionals located in Washington, D.C. Our sales group plans to consult
regularly with advertisers and agencies on design and placement of Website
based advertising, provide customers with advertising management analysis and
focuses on providing a high level of customer satisfaction. Netivation.com
generally seeks to hire individuals with significant experience in selling
advertising and preexisting relationships with advertisers in a variety of
media.

We employ a variety of methods to promote the Votenet and Medinex
communities and to attract traffic and new members, including advertising on
other Internet sites, targeted publications, direct mail, cross-linking and
other cross-promotional relationships. Netivation.com may also use the services
of outside telemarketing companies to promote the sale and distribution of
certain of products and services, such as the Medinex physician's office
management software.

Additionally, Netivation.com plans to seek relationships designed to drive
additional traffic to its communities, create brand building activities and
allow for the marketing of products and services to the community membership
bases. For example, Netivation.com has relationships with over 20 NBC
television affiliates in small and mid-size markets in the U.S. pursuant to
which the news affiliates market the Votenet community Websites by indicating
in their news broadcasts that additional information about political news
stories can be found on the Votenet.com site. The program includes reciprocal
promotion on the stations' and Votenet community Websites, as well as on-air
promotion by the stations.

Operations and technology

Our strategy is to apply existing technologies in novel ways to deliver
content, products and services to members of our Internet communities. We have
developed and implemented a broad array of products and services for our
communities using a combination of our own proprietary technologies as well as
technologies and content purchased or licensed from third parties. We limit
internal development of software to those components which are either
unavailable on the market or which have major strategic advantages when
developed internally. We believe that this approach is more manageable,
reliable and scalable than single-source solutions. In addition, the emphasis
on commercial components speeds development time, which is an advantage when
competing in a rapidly evolving market.

Our community Websites' content is developed using commercially available
utilities, software and database packages. Other Website features, such as
Website creation tools, e-mail, chat rooms are either provided through internal
development and maintenance, purchased or licensed from a third party vendor
and maintained internally or provided and maintained by third party vendors.
Our search engine technology has been developed internally to provide powerful
context based searching capabilities for the political and healthcare
communities. We do not believe that we are dependent on any single licensor or
technology.

The Governet campaign management software has been developed internally
using shrink-wrap software development tools. This software also uses off-the-
shelf database technology provided by Inprise Corporation and runs on the
Microsoft Windows platform.

We have contracted with a third party developer, Technicalities, Inc., to
develop our Medinex physician's office management software. Technicalities,
Inc. is the development resource for the Medinex office management software.
Technicalities, Inc. is writing the source code and creating the software that
Netivation.com will market to primary care physicians as part of its Medinex
community.

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Our hardware systems also consist of commercially available components. We
believe that this architecture provides the ability to increase scale more
quickly and reliably. We have plans to make additional upgrades in anticipation
of increased demand for our Website communities.

We maintain all of our Internet servers at Exodus Communications Inc.'s
facilities in Seattle, Washington. Exodus provides professional data center
hosting facilities and redundant high-speed Internet connectivity. Exodus also
provides monitoring and support 24 hours a day, seven days a week,
supplementing our system administrators and copies our production data to
backup tapes each night and stores them at their facilities. Netivation.com is
in the process of developing a comprehensive disaster recovery plan to respond
to system failures.

Competition

The markets for developing Internet communities and providing Internet
services and products are relatively new, intensely competitive and rapidly
changing. Since the Internet's commercialization in the early 1990's, the
number of Websites on the Internet competing for users' attention has
proliferated with no substantial barriers to entry. We expect that competition
will continue to intensify.

Netivation.com competes, directly or indirectly, for members, consumers,
subscribers, content and service providers, advertisers, e-commerce partners
and acquisition candidates with the following categories of companies:

. online services or Websites targeted to the political and healthcare
markets generally;

. general purpose consumer online services providing access to political
and healthcare content and services;

. Website search and retrieval services and other high-traffic Websites;
and

. vendors and distributors of political and healthcare information,
products and services distributed through other means, including direct
sales, mail and other offline media.

Netivation.com believes that the primary competitive factors in creating
communities on the Internet and in attracting key participants to those
communities are functionality, brand recognition, member affinity and loyalty,
demographic focus, variety of value-added services, and critical mass. Other
important factors include ease-of-use, quality, and reliability of the
communities' services and products. We believe that the principal competitive
factors in attracting advertisers and e-commerce partners include price, the
number of community members, the aggregate traffic to the communities, the
demographics of the community membership base and the creative implementation
of advertising placements and e-commerce transaction opportunities.

Other providers currently offer many of the individual services and products
and certain combinations of the services and products offered by
Netivation.com:

. our e-mail delivery service competes against other e-mail and "push"
technology providers;

. our search engine competes against other Website directories and search
engine providers;

. our free Website based e-mail products compete against products offered
by other Website based e-mail providers;

. our Website design and hosting services compete against numerous other
companies providing such capabilities; and

. our online fundraising system competes against traditional methods by
which campaigns raise funds, such as direct mail, fundraising events and
personal solicitation.

With respect to Votenet's Governet software program, Netivation.com competes
with existing campaign management software products, the largest of which has
approximately 2,500 users according to the 1998 Campaign and Elections software
buyers' guide. Netivation.com believes that most campaigns are managed

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using manual ledgers, file cards, standard office software such as Microsoft
Excel and Microsoft Access or standard personal computer based business
accounting packages. Governet's primary competitive challenge will be to
convince campaigns to switch from these manual and semi-manual methods to
Internet-based technologies.

Similarly, with respect to Medinex's physician's office management software,
Netivation.com believes its primary competition will be manual processes,
standard personal computer based business accounting and billing packages or
single or limited payor functions. Netivation.com believes that many physicians
and small physicians' offices have been reluctant to invest in information
technology solutions and Netivation.com's primary competitive challenge will be
to convince these groups to switch to an Internet-based solution.

Employees

As of February 1999, Netivation.com had 29 employees including seven part-
time employees. Of our 22 full-time employees, seven were in marketing and
sales, three were in senior management, three were in administration, six were
in development and three were in operations. We plan to add approximately ten
employees as a result of the acquisitions. We also plan to hire approximately
eight people to handle customer support functions.

We believe that our relations with our employees are satisfactory. We are
not a party to any collective bargaining agreements and we have never
experienced any work stoppage. As Netivation.com continues to grow and
introduce more products and services, we expect to hire additional personnel.
Our future success will depend, in part, on our ability to continue to attract,
retain and motivate highly qualified technical personnel.

Facilities

The current term of our Coeur d'Alene, Idaho lease expires on December 31,
2000. We intend to relocate our headquarters in the first half of 1999 to a
larger facility and are currently evaluating a number of locations in the Coeur
d'Alene area. Additionally, we lease approximately 600 square feet of office
space in Washington, D.C.

Legal Proceedings

There are no material legal proceedings pending or, to our knowledge,
threatened against us.

39
<PAGE>

MANAGEMENT

Executive officers and directors

Our executive officers and directors are:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Anthony J. Paquin................ 40 Chairman of Board of Directors, President
and Chief Executive Officer
David C. Paquin.................. 43 Chief Operating Officer
Lawrence L. Burch................ 58 Chief Financial Officer and Treasurer
Chief Marketing Officer, Secretary and
Gary S. Paquin................... 47 Director
Douglas K. Carnahan.............. 57 Director
T.A. (Drew) Wahlin............... 51 Director
Donna L. Weaver.................. 55 Director

Key Employees

Our other key employees are:

<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Dr. Robert D. Gober.............. 46 Medical Director
Russell D. Reese................. 42 Product Development Manager
</TABLE>

Anthony J. Paquin has served as Netivation.com's Chairman of the board of
directors, President and Chief Executive Officer since September 1997. Mr.
Paquin was a candidate in the primary elections for the United States House of
Representatives in Idaho's First Congressional District during 1997 and 1998.
Mr. Paquin co-founded Agency One Corporation, a company that developed software
for the insurance industry, in 1989 and served as its President and Chief
Executive Officer until 1993. Agency One Corporation was acquired in 1993 by
Agency Management Services, an insurance software company ("AMS"), and a
subsidiary of CNA Financial Corporation. Mr. Paquin served as the Senior Vice
President of Marketing of AMS from 1993 to March 1997. Mr. Paquin also founded
and is the President of the Idaho Technology Association.

David C. Paquin joined Netivation.com in June 1998 as a General Manager and
has served as its Chief Operating Officer since March 1999. From April 1994 to
June 1998, Mr. Paquin served as the Manager of Customer Service, Human
Resources and Sales at AMS. From April 1989 to April 1994, he served as the
Manager of Technical and Manager Training at Mohawk Power Corporation, an
electric power utility in Oswego, New York. Mr. Paquin holds a B.S. from the
State University of New York and an M.S. from the New York Institute of
Technology.

Lawrence L. Burch joined Netivation.com in February 1999 as its Chief
Financial Officer and Treasurer. From April 1996 to February 1999, Mr. Burch
served as a financial and administrative consultant to various software,
telecommunications and development companies. From January 1993 to March 1996,
Mr. Burch served as the Chief Financial Officer and Executive Vice President of
Pegasus Airwave Inc., a healthcare company in Boca Raton, Florida. Mr. Burch
holds a B.A from the University of Miami and is a Certified Public Accountant.

Gary S. Paquin has served as Netivation.com's Chief Marketing Officer since
January 1999, as a director of Netivation.com since September 1997 and as
Netivation.com's Secretary since August 1998. From August 1998 to January 1999,
he served as Netivation.com's Chief Operating Officer. From August 1998 to
February 1999, he served as Netivation.com's Treasurer. From 1997 to July 1998,
Mr. Paquin served as Netivation.com's Vice President of Sales and Corporate
Development. Mr. Paquin co-founded Agency One Corporation in 1989 and served as
its Vice President until 1997. Previously, Mr. Paquin served as a regional
manager for Computer Associates International, Inc. (NYSE--CA), a software,
support and integration services

40
<PAGE>

company, and held various management and marketing positions with International
Business Machines Inc. (NYSE--IBM). Currently, Mr. Paquin serves on the local
United Way Board of Directors and as chairman of the 1998 fund drive.

Douglas K. Carnahan has served as a member of Netivation.com's board of
directors since August 1998. Mr. Carnahan served as Senior Vice President of
Hewlett-Packard Company, a computer manufacturing company, from 1995 to 1998.
He also served as general manager of the Measurement Systems Organization from
1993 to 1998. Currently, Mr. Carnahan serves on the Board of Directors of
Molex, Inc. (Nasdaq MOLX), an electronic components company. Mr. Carnahan holds
a B.S. from San Jose State University and an M.B.A. from Santa Clara
University.

T.A. (Drew) Wahlin has served as a member of Netivation.com's board of
directors since August 1998. Mr.Wahlin has served as the managing principal of
Idaho Consulting International, a consulting firm, since January 1994.
Previously, Mr. Wahlin served as President and Chief Operating Officer of White
Cloud Mountain Company, Inc., a wholesaler of coffee products, from January
1991 to March 1993. He holds a B.A. from the University of California, Davis
and an M.B.A. from the University of Puget Sound. Mr. Wahlin is a Certified
Public Accountant.

Donna L. Weaver has served as a member of Netivation.com's board of
directors since August 1998. In 1985, Ms. Weaver founded Weaver, Field &
London, Inc., an investor relations and corporate communications firm, and has
served as its Chairman since inception. Ms. Weaver currently serves as a
director of Ross Stores Inc. (Nasdaq--ROST), a retail store chain, Crown
Vantage Inc. (Nasdaq--CVAN), a producer of paper products, and Hancock Fabrics
Inc. (NYSE--HKF), a retail and wholesale fabric company. Ms. Weaver served as
volunteer campaign chairman of the successful 1996 Congressional Term Limits
Initiative and the 1998 Congressional Term Limits Pledge Initiative in Idaho.
She holds a B.S. from the University of Arizona and an M.S. from the Stanford
Graduate School of Business.

Dr. Robert D. Gober has served as Netivation.com's Medical Director since
February 1999. He is both a practicing physician and attorney. Dr. Gober has a
general medical practice in Baltimore, Maryland and has been a clinical
instructor at the Osteopathic Medical Center of Philadelphia, Pennsylvania
since January 1981. Dr. Gober served as the medical director at the Inns of
Evergreen South in Baltimore from May 1987 to May 1990. In March 1981, Dr.
Gober was a guest lecturer at the Delaware Law School of Widener University.
Dr. Gober simultaneously earned a J.D. from Delaware Law School of Widener
University, and a D.O. from Philadelphia College of Osteopathic Medicine.
Additionally, Dr. Gober holds a B.S. from Muhlenberg College in Allentown,
Pennsylvania.

Russell D. Reese has served as Netivation.com's Product Development Manager
since January 1999. He manages Netivation.com's technical staff and directs
product development. Mr. Reese was previously employed at AMS from August 1994
to December 1998, where he served as a development project manager. While at
AMS, Mr. Reese was responsible for the design and development of AMS' Prime
2000 system, a software package for independent insurance agencies. At both
Netivation.com and at AMS, Mr. Reese implemented the Microsoft Software
Development Discipline and was responsible for initiating code reviews and
computer bug tracking procedures. From September 1989 to August 1994, Mr. Reese
served as the information technology and sales manager at Data Pro Corporation,
a computer hardware reseller in the City of Industry, California, where he
developed internal systems to automate sales and marketing efforts. Mr. Reese
attended Whittier College and holds an A.S. from Riverside College.

Anthony J. Paquin, David C. Paquin and Gary S. Paquin are brothers. There is
no other family relationship among any of the directors, executive officers and
key employees of Netivation.com.

41
<PAGE>

Board of directors

We currently have five directors. In March 1999, our board of directors
approved, subject to stockholder approval, an amendment to our certificate of
incorporation to provide for, among other things, a classified board of
directors. The restated certificate of incorporation states that the terms of
office of the board of directors will be divided into three classes: class I,
whose term will expire at the annual meeting of stockholders to be held in
2000, class II, whose term will expire at the annual meeting of stockholders to
be held in 2001 and class III, whose term will expire at the annual meeting of
stockholders to be held in 2002. Mr. Wahlin and Mr. Gary Paquin are the class I
directors, Mr. Carnahan is the class II director and Mr. Anthony Paquin and Ms.
Weaver are the class III directors. At each annual meeting of stockholders
beginning with the 2000 annual meeting, the successors to directors whose terms
expire will be elected to serve from the time of election and qualification
until the third annual meeting following election and until their successors
have been elected.

Committees of the board of directors

The compensation committee consists of Ms. Weaver, Mr. Carnahan and Mr.
Wahlin. The compensation committee reviews and approves Netivation.com's
compensation and benefits for its executive officers, administers
Netivation.com's compensation and stock option plans and makes recommendations
to the board of directors regarding such matters.

The audit committee consists of Ms. Weaver, Mr. Carnahan and Mr. Wahlin. The
functions of the audit committee are:

. to review the scope of the audit procedures utilized by our independent
auditors;

. to review with the independent auditors our accounting practices and
policies;

. to consult with Netivation.com's independent auditors during the year;

. to approve the audit fee charged by the independent auditors; and

. to report to the board of directors with respect to such matters and to
recommend the selection of independent auditors.

Director compensation

Annually, each non-employee director is entitled to receive restricted stock
having a value of $25,000. Additionally, each non-employee director of
Netivation.com is paid $150 for each meeting he or she attends, as well as a
per diem amount for each meeting.

In January 1999, each non-employee director was granted 10,000 shares of
common stock pursuant to our equity incentive plan in consideration for
services rendered. These shares are subject to forfeiture by each non-employee
director if he or she is not serving as a director on December 31, 1999.
Additionally, in January 1999, each non-employee director was granted an option
to purchase 2,500 shares of common stock at an exercise price of $2.50 per
share, which options vest annually over three years beginning on December 31,
1999.

Stock plans

1999 equity incentive plan. Netivation.com's non-qualified stock option and
restricted stock plan was adopted on July 24, 1998. The board amended and
restated this initial plan as the 1999 equity incentive plan in March 1999. The
plan will be submitted for approval by the stockholders prior to the closing of
this offering. The plan will terminate on March 2, 2009. The plan is
administered by the board or a committee appointed by the board.

Grants may be made to employees, including officers and employee directors,
consultants and non-employee directors of Netivation.com or any of its
subsidiaries. Grants under the plan may consist of:

42
<PAGE>

. options intended to qualify as incentive stock options within the meaning
of Section 422 of the Internal Revenue Code;

. nonqualified stock options that are not intended to so qualify;

. stock bonuses; and

. restricted stock.

No employee is eligible to be granted options covering more than 325,000
shares of our common stock in any calendar year.

Under the plan, 750,000 shares of common stock have been reserved for
issuance. On January 1 of each year, starting in the year 2000, the aggregate
number of shares reserved for issuance will automatically be increased to a
number equal to 15% of the outstanding shares of our common stock. However, the
number of shares that may be issued pursuant to incentive stock options may not
exceed 500,000 shares of common stock. As of January 31, 1999, we granted,
pursuant to the plan, options to purchase an aggregate of 278,875 shares of
common stock at a weighted average exercise price of approximately $2.03, none
of which have been exercised and none of which have been forfeited.

The board determines the exercise price of options granted under the plan in
accordance with the guidelines set forth in the plan. The exercise price of
incentive stock options granted pursuant to the plan cannot be less than 100%
of the fair market value of the common stock on the date of the grant. The
exercise price of incentive stock options granted to any person who at the time
of grant owns stock representing more than 10% of the total combined voting
power of all classes of the company's capital stock or any of its affiliates
must be at least 110% of the fair market value of the company's common stock on
the date of grant and the term of such incentive stock options cannot exceed
five years. The board determines the exercise price of a nonstatutory stock
option. Options granted under the plan vest at the rate specified in the option
agreement.

Any stock bonuses or restricted stock purchase awards granted under the plan
will contain terms and conditions as the board deems appropriate. The board
determines the purchase price under any restricted stock purchase agreement.
Stock bonuses may be awarded for no consideration other than services already
rendered.

Upon certain changes in control of the company, all outstanding options and
awards under the plan must either be assumed or substituted by the surviving
entity. In the event the surviving entity determines not to assume or
substitute such options and awards, then the exercise of such non-assumed
options and awards held by persons whose continuous service did not terminate
prior to the change of control will be accelerated. Such options and awards
will terminate if not exercised prior to such change in control event.

Additional options. We have granted two fully vested nonstatutory stock
options to purchase an aggregate of 200,000 shares of common stock outside of a
written plan at a weighted average exercise price of approximately $.056 per
share.

1999 employee stock purchase plan. In March 1999, the board adopted the 1999
employee stock purchase plan to provide employees of Netivation.com and its
affiliates with an opportunity to purchase common stock through payroll
deductions. The purchase plan will terminate at the board's discretion.

Under the purchase plan, 500,000 shares of common stock have been reserved
for issuance. As of the date of this prospectus, the company had granted no
options and issued no shares pursuant to the purchase plan.

The purchase plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Internal Revenue Code. The board may
authorize participation by eligible employees, including officers, in periodic
offerings following the adoption of the purchase plan. A new offering period
begins every 12 months. The board has currently authorized an offering
commencing on the effectiveness of this offering and ending January 31, 2000,
with sequential 12-month offerings thereafter.

43
<PAGE>

No employee is eligible to participate in the purchase plan if, immediately
after any rights are granted under the purchase plan, the employee owns stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the company or of any affiliate. All other employees are
eligible to participate in the currently authorized offerings if they have been
employed by Netivation.com or an affiliate of Netivation.com incorporated in
the U.S. for at least ten days preceding the beginning of the offering and work
at least 20 hours per week and at least five months per calendar year.
Employees may have up to 15% of their earnings withheld pursuant to the
purchase plan and applied on specific purchase dates. The purchase dates are
currently the last day of each of the two shorter purchase periods during an
authorized offering to the purchase of shares of common stock. The price of
common stock purchased under the purchase plan will be equal to 85% of the
lower of the fair market value of the common stock on the commencement date of
each offering or the relevant purchase date. Employees may end their
participation in the offering at any time during the offering. Participation
ends automatically on termination of employment.

In the event of certain changes of control, Netivation.com and the board
have discretion to provide that each right to purchase common stock will be
assumed or an equivalent right substituted by the successor corporation.
Additionally, the board may also shorten an offering and provide for all sums
collected by payroll deductions to be applied to purchase stock immediately
prior to the change in control.

Executive compensation

The following table sets forth the compensation earned by our Chief
Executive Officer and the one other most highly compensated executive officer
whose total annual salary and bonus exceeded $100,000 for services rendered
during the fiscal year ended December 31, 1998 (collectively, the "named
executive officers"):

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
All Other
Name and Principal Position Year Salary Compensation
- --------------------------- ---- ------ ------------
<S> <C> <C> <C>
Anthony J. Paquin.............. 1998 $100,600 $432
Chairman of the Board of Di-
rectors, President and Chief
Executive Officer
Gary S. Paquin................. 1998 100,600 817
Chief Marketing Officer,
Secretary and Director
</TABLE>

The amounts set forth in "All Other Compensation" represent payments for term
life insurance. No options were granted to the named executive officers during
the year ended December 31, 1998. As of December 31, 1998 the named executive
officers held no options to purchase shares of our common stock. Please see the
information below with respect to options granted to the named executive
officers in January 1999.

Employment agreements

In January 1999, Netivation.com entered into separate employment agreements
with each of Mr. Anthony J. Paquin and Mr. Gary S. Paquin. Additionally,
Netivation.com has key-man life insurance policies in the amount of $1,000,000
on each of Mr. Anthony J. Paquin and Mr. Gary S. Paquin.

Under Mr. Anthony Paquin's employment agreement, which expires on December
31, 2001, he is entitled to receive an annual base salary of $150,000.
Additionally, in January 1999, pursuant to his employment agreement,
Netivation.com granted Mr. Paquin an option to purchase 25,000 shares of common
stock at an exercise price of $2.50 per share. These options vest over a period
of three years beginning on December 31, 1999. We also granted Mr. Paquin an
option to purchase 37,500 shares of common stock at an exercise price of $1.25
per share. These options vest in full on December 31, 2003, with acceleration
of vesting on December 31, 1999 if certain revenue goals are met.

44
<PAGE>

Under Mr. Gary Paquin's employment agreement, which expires on December 31,
2001, he receives an annual base salary of $125,000. Additionally, in January
1999, pursuant to his employment agreement, Netivation.com granted Mr. Paquin
an option to purchase 25,000 shares of common stock at an exercise price of
$2.50 per share. These options vest over a period of three years beginning on
December 31, 1999. We also granted Mr. Paquin an option to purchase 18,750
shares of common stock at an exercise price of $1.25 per share. These options
vest in full on December 31, 2003, with acceleration of vesting on December 31,
1999 if certain revenue goals are met.

Limitation of liability and indemnification

Our bylaws provide that we will indemnify our directors, officers, employees
and agents to the fullest extent permitted by Delaware law. In addition, our
certificate of incorporation provides that, to the fullest extent permitted by
Delaware law, our directors will not be liable for monetary damages for breach
of the directors' fiduciary duty to Netivation.com and its stockholders. This
provision of the certificate of incorporation does not eliminate the duty of
care. In appropriate circumstances, equitable remedies such as an injunction or
other forms of non-monetary relief are available under Delaware law. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws.

Each director will continue to be subject to liability for:

. breach of the director's duty of loyalty to Netivation.com;

. acts or omissions not in good faith or involving intentional misconduct;

. knowing violations of law;

. any transaction from which the director derived an improper personal
benefit;

. improper transactions between the director and Netivation.com; and

. improper distributions to stockholders and improper loans to directors
and officers.

We intend to enter into indemnity agreements with each of our directors and
executive officers to indemnify them against expenses and losses incurred for
claims brought against them in their capacities as directors or executive
officers. Netivation.com's board of directors has authorized its officers to
investigate and obtain directors' and officers' liability insurance.

There is no pending litigation or proceeding involving a director or officer
as to which indemnification is being sought. We are not aware of any pending or
threatened litigation that may result in claims for indemnification by any
director or officer.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and control persons of
Netivation.com pursuant to the foregoing provisions, or otherwise,
Netivation.com has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable.

45
<PAGE>

CERTAIN TRANSACTIONS

On September 26, 1997, Netivation.com issued 1,057,500 shares of common
stock to Mr. Anthony J. Paquin, 1,057,500 shares of common stock to Mr. Gary S.
Paquin and 250,000 shares of common stock to Mr. David C. Paquin in exchange
for the contribution to Netivation.com of rights to certain computer software
applications and related technology. No value was assigned to the technology as
it had no cost basis and the common stock was deemed to have minimal value.

On October 24, 1997, Ms. Donna L. Weaver and her spouse purchased an
aggregate of 150,000 shares of Netivation.com's common stock at a purchase
price of $.70 per share. Ms. Weaver was elected to Netivation.com's board of
directors in August 1998.

On March 16, 1998, Netivation.com issued a promissory note in the principal
amount of $550,000, at an interest rate of 8% per annum, to Britannia Holdings
Ltd. ("Britannia"). In connection with such note, Netivation.com issued 137,500
shares of its common stock to Britannia. This promissory note was amended on
July 9, 1998 whereby we issued Britannia an additional 12,500 shares of common
stock. The principal amount and all accrued interest outstanding under the note
was paid by Netivation.com in full on January 8, 1999.

On June 25, 1998, Netivation.com granted Idaho Consulting International
("ICI"), a sole proprietorship owned by Mr. Wahlin, an option to purchase
125,000 shares of Netivation.com's common stock at an exercise price of $.03
per share and paid $35,637 in cash in consideration for professional consulting
services provided by ICI to Netivation.com. Mr. Wahlin was elected to
Netivation.com's board of directors in August 1998.

On June 25, 1998, ICI assigned its option to purchase 62,500 of
Netivation.com's common stock to Moffatt, Thomas, Barrett, Rock & Fields,
Chartered, our legal counsel, in consideration of legal services rendered to us
and to ICI.

On August 18, 1998, Ms. Donna L. Weaver and her spouse purchased 33,750
shares of Netivation.com's common stock from each of Mr. Anthony J. Paquin and
Mr. Gary S. Paquin at a purchase price of $1.50 per share.

On October 1, 1998, Britannia purchased 50,000 shares of Netivation.com's
common stock from each of Mr. Anthony J. Paquin and Mr. Gary S. Paquin at a
purchase price of $1.00 per share.

On October 31, 1998, Netivation.com issued unsecured promissory notes in the
principal amounts of $88,300 and $88,800 to each of Mr. Anthony J. Paquin and
Mr. Gary S. Paquin. These promissory notes did not bear interest. We imputed
interest at an effective rate consistent with the promissory note to Britannia
discussed above. The notes were paid in full in January 1999.

Netivation.com believes that the transactions summarized above were made on
terms no less favorable than terms Netivation.com could have obtained from
unaffiliated third parties. The board of directors has determined that any
future transactions between Netivation.com and its officers, directors or
principal stockholders will be approved by a majority of the disinterested
directors and will be on terms no less favorable than Netivation.com could
obtain from an unaffiliated third party. The board of directors may obtain
independent counsel or other independent advice to assist in that
determination.

46
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table details certain information with respect to the
beneficial ownership of Netivation.com's common stock as of January 31, 1999
by:

. each stockholder known by Netivation.com to beneficially own more than 5%
of its common stock;

. each named executive officer;

. each director; and

. all directors and executive officers as a group.

The table also presents information as adjusted to reflect the sale by
Netivation.com of the shares offered hereby (assuming no exercise of the
representatives' over-allotment option). The table reflects the conversion of
all outstanding shares of preferred stock into shares of common stock on the
closing of this offering.

<TABLE>
<CAPTION>
Percentage of Shares Percentage of Shares
Shares Beneficially Owned Beneficially Owned Beneficially Owned
Prior To Offering Prior to Offering After Offering
------------------------- -------------------- --------------------
<S> <C> <C> <C>
Anthony J. Paquin....... 973,750 16.67% 11.53%
Gary S. Paquin.......... 973,750 16.67 11.53
Donna L. Weaver......... 227,500 3.90 2.69
The Weaver Companies
1677 East Miles Avenue
Hayden Lake, ID 83835
Douglas K. Carnahan .... 10,000 * *
4410 W. Chiden
Meridian, ID 83642
T. A. Drew Wahlin....... 72,500 1.23 *
P. O. Box 20082
Boise, ID 8701-2082
All directors and
executive officers as a
group (seven persons).. 2,507,500 42.48% 29.47%
</TABLE>

Asterisks on the foregoing table indicate beneficial ownership of less than
1%.

Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days after January 31, 1999 are deemed outstanding, while
such shares are not deemed outstanding for purposes of computing percentage
ownership of any other person. Applicable percentages are based on 5,840,769
shares of common stock outstanding as of January 31, 1999 and 8,445,548 shares
of common stock outstanding after completion of this offering. Unless otherwise
indicated in the following paragraphs, the persons and entities named in the
table have sole voting and investment power with respect to all shares
beneficially owned, subject to community property laws where applicable. Unless
otherwise indicated in the table above, the address of each individual is
Netivation.com, Inc., 7950 Meadowlark Way, Suite B, Coeur d'Alene, Idaho 83815.

The shares listed as being owned by Mr. Wahlin include 62,500 shares subject
to a stock option granted to ICI. This option is currently exercisable in full
and has no expiration date.

The shares listed as being owned by all directors and executive officers as
a group consists of:

. 2,445,000 shares; and

. 62,500 shares subject to stock options exercisable within 60 days of
January 31, 1999 held by directors and executive officers of
Netivation.com and entities affiliated with such persons.

47
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description summarizes certain terms of our capital stock and
certain provisions of our restated certificate of incorporation and bylaws.
Please refer to our restated certificate of incorporation and bylaws, which
have been filed as exhibits to this registration statement.

On the closing of this offering, our authorized capital stock will consist
of 30,000,000 shares of common stock, $.01 par value per share, and 2,000,000
shares of preferred stock, $.01 par value per share. As of January 31, 1999
there were 5,840,769 shares of common stock outstanding held of record by 262
stockholders.

Common Stock

The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The holders of
common stock are not entitled to cumulative voting rights with respect to the
election of directors, and as a consequence, minority stockholders will not be
able to elect directors on the basis of their votes alone. Subject to
preferences that may be applicable to any then outstanding shares of preferred
stock, holders of common stock are entitled to receive ratably such dividends
as may be declared by the board out of funds legally available.

In the event of a liquidation, dissolution or winding up, holders of the
common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference of any then outstanding
preferred stock. Holders of common stock have no preemptive rights and no right
to convert their common stock into any other securities. There are no
redemption provisions applicable to the common stock. All outstanding shares of
common stock are, and all shares of common stock to be outstanding on
completion of this offering will be, fully paid and nonassessable.

Preferred Stock

The board of directors has the authority, without further action by the
stockholders, to issue up to 2,000,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
including:

. dividend rights;

. conversion rights;

. voting rights;

. terms of redemption;

. liquidation preferences;

. sinking fund terms; and

. the number of shares constituting any series or the designation of such
series.

Any such issuance could adversely affect the voting power of holders of common
stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation and could have the effect of delaying, deferring or
preventing a change in control of the company. We have no present plan to issue
any shares of preferred stock.

Warrants

We have warrants outstanding to purchase 258,000 shares of common stock,
subject to adjustment in certain circumstances. These warrants were issued in
connection with the private placement of preferred stock completed in January
1999. The exercise price of the warrants is $2.50 per share and such warrants
expire in 2006.

48
<PAGE>

Registration Rights

We have granted registration rights to the holders of 2,325,000 shares of
common stock issuable upon conversion of the preferred stock, referred to as
registrable securities. Following the one year anniversary of the completion of
this offering, these holders may require Netivation.com on one occasion to use
its best efforts to effect the registration of such registrable securities,
subject to certain conditions. In addition, whenever we propose to register any
of our securities under the Securities Act, the holders of registrable
securities are entitled, subject to certain restrictions, to include their
registrable securities in such registration. We are required to bear all
registration expenses in connection with the registration of registrable
securities.

Additionally, we have granted registration rights to the holders of warrants
to purchase 258,000 shares of our common stock. These holders may require
Netivation.com, at our expense, to effect the registration of the shares of
common stock issuable upon exercise of the warrants, subject to certain
conditions. In addition, whenever we propose to register any of our securities
under the Securities Act, subject to certain restrictions, we shall offer these
holders the opportunity to include on the registration statement, their shares
of common stock issuable upon exercise of the warrants.

Delaware Anti-Takeover Law and Certain Charter Provisions

Netivation.com is subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. For purposes of Section 203, a "business combination" includes a
merger, asset sale or other transaction resulting in a financial benefit to the
interested stockholder, and an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years prior, did
own) 15% or more of the corporation's voting stock. The existence of this
provision would be expected to have anti-takeover effects with respect to
transactions not approved in advance by the board of directors, such as
discouraging takeover attempts that might result in a premium over the market
price of the common stock.

Upon the closing of this offering, our restated certificate of incorporation
will provide for a board of directors that is divided into three classes:

. the directors in class I will hold office until the first annual meeting
of stockholders following this offering;

. the directors in class II will hold office until the second annual
meeting of stockholders following this offering; and

. the directors in class III will hold office until the third annual
meeting of stockholders following this offering (or in each case, until
their successors are duly elected and qualified or until their earlier
resignation, removal from office or death).

After each such election, the directors in each such class will then serve
in succeeding terms of three years and until their successors are elected. The
classification system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
Netivation.com and may maintain the incumbency of the board of directors, as
the classification of the board of directors generally increases the difficulty
of replacing a majority of the directors.

Our corporate documents contain other provisions that might discourage,
delay or prevent a change in control of Netivation.com or of our management.
These provisions could also limit the price that investors might be willing to
pay for shares of our common stock. These provisions provide that:

. stockholders may not act by written consent;

. special meetings of stockholders may be called by the board of directors,
the chairman of the board or the chief executive officer;

49
<PAGE>

. only the board of directors may change the authorized number of
directors;

. no director can be removed without cause, subject to the right of any
holders of preferred stock; and

. directors may be removed for cause only by a majority vote of the
stockholders.

Listing

We intend to apply for listing of our common stock on the Nasdaq National
Market under the trading symbol "NTVN."

Transfer Agent and Registrar

American Securities Transfer & Trust, Incorporated has been appointed as the
transfer agent and registrar for our common stock.

50
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for Netivation.com's
common stock, and there can be no assurance that a significant public market
for its common stock will develop or be sustained after this offering. Future
sales of substantial amounts of common stock in the public market could
adversely affect market prices prevailing from time to time.

After this offering, Netivation.com will have a total of 8,445,548 shares of
outstanding common stock. Of these shares, the 2,250,000 shares sold in this
offering will be freely tradable in the public market without restriction under
the Securities Act, except for any shares held by "affiliates" of
Netivation.com, as that term is defined in Rule 144 under the Securities Act.
The remaining 6,195,548 shares of common stock held by existing stockholders
are "restricted securities," as that term is defined in Rule 144 under the
Securities Act. All restricted shares were issued and sold by Netivation.com in
private transactions, which relied on the registration exemptions detailed in
the Securities Act. Restricted shares may be sold in the public market only if
they are registered or if they qualify for an exemption from registration, such
as Rule 144 or Rule 701 under the Securities Act.

Of the restricted shares, shares are subject to certain "lock-up"
agreements. Netivation.com's executive officers, directors, stockholders and
employees, who collectively hold an aggregate of approximately
restricted shares, have agreed not to offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of any such shares for a period of
from the date of this prospectus. EBI Securities Corporation may, in its sole
discretion and at any time without prior notice, release all or any portion of
the common stock subject to these lock-up agreements. EBI Securities
Corporation currently has no plans to release any portion of the securities
subject to these lock-up agreements. When determining whether or not to release
shares from the lock-up agreements, EBI Securities Corporation will consider,
among other factors, market conditions at the time, the number of shares
proposed to be released, and a stockholder's reasons for requesting the
release. Netivation.com has also agreed with the representatives that
Netivation.com will not offer, sell or otherwise dispose of common stock for a
period of 12 months from the date of this prospectus, subject to exceptions for
acquisitions approved by the board and the issuance of shares under our
existing compensatory plans.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned restricted
shares for at least one year is entitled to sell within any three-month period
a number of shares that does not exceed the greater of (i) 1% of the number of
shares of common stock then outstanding (which will equal approximately 84,455
shares immediately after this offering); or (ii) the average weekly trading
volume of the common stock during the four calendar weeks preceding the filing
of a Form 144. Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about Netivation.com. Under Rule 144(k), a person who is not deemed
to have been an affiliate of Netivation.com at any time during the 90 days
preceding a sale, and who has beneficially owned the shares proposed to be sold
for at least two years (including the holding period of any prior owner except
an affiliate), is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

Rule 701, as currently in effect, permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the
holding period requirement, of Rule 144. Any employee, officer or director of
or consultant to Netivation.com who purchased shares pursuant to a written
compensatory plan or contract may be entitled to rely on the resale provisions
of Rule 701. Rule 701 further provides that non-affiliates may sell such shares
in reliance on Rule 144 without having to comply with the holding period,
public information, volume limitation or notice provisions of Rule 144. All
holders of Rule 701 shares are required to wait until 90 days after the date of
this prospectus before selling such shares.

Taking into account the lock-up agreements, the number of restricted
shares that will be available for sale in the public market under the
provisions of Rules 144, 144(k) and 701 will be as follows:

51
<PAGE>

. shares will be eligible for sale as of the date of this prospectus;

. approximately shares will be eligible for sale 12 months after the
date of this prospectus upon the expiration of lock-up agreements with
the representatives; and

. approximately shares will become eligible for sale thereafter at
various times on completion of the one year holding period.

The foregoing does not take into account any early release from the lock-up
agreements or for sales in reliance on Rule 701 with the consent of EBI
Securities Corporation.

Within 90 days following the effectiveness of this offering, Netivation.com
plans to file a registration statement on form S-8 registering shares of common
stock subject to outstanding options or reserved for future issuance under its
stock plans. As of January 31, 1999, options to purchase a total 478,875 shares
(including options granted to purchase 200,000 shares outside of any plan) were
outstanding and 428,625 shares were reserved for future issuance under
Netivation.com's stock plans. Common stock issued upon exercise of outstanding
vested options, other than common stock issued to affiliates of Netivation.com,
is available for immediate resale in the open market.

Registration of any shares under the Securities Act pursuant to outstanding
registration rights would result in such shares becoming freely tradable
without restriction.

52
<PAGE>

UNDERWRITING

Subject to the terms and conditions contained in the underwriting agreement,
the underwriters named below, for which EBI Securities Corporation and
Millennium Financial Group, Inc. are acting as representatives, have severally
agreed to purchase from Netivation.com the respective number of shares of
common stock set forth opposite each underwriter's name.

<TABLE>
<CAPTION>
Underwriter Number of Shares
- ----------- ----------------
<S> <C>
EBI Securities Corporation.....................................
Millennium Financial Group, Inc................................
---------
Total........................................................ 2,250,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in Netivation.com's business and the receipt of
certain certificates, opinions and letters from Netivation.com, its counsel and
independent auditors. The underwriters will be obligated to purchase all the
shares of common stock offered hereby, if any shares are purchased.

The underwriters propose initially to offer the shares of common stock
directly to the public at the public offering price set forth on the cover page
of this prospectus and to certain dealers at such price less a concession not
in excess of $ per share. The underwriters may allow and such dealers may
reallow a concession not in excess of $ per share to certain other dealers.
After the initial public offering of the shares, the offering price and other
selling terms may be changed by the representatives of the underwriters. The
representatives have advised Netivation.com that the underwriters do not expect
any sales to accounts for which any of the underwriters will exercise
discretion as to such sale.

Netivation.com has granted to the representatives an option, expiring at the
close of business on the 60th day after the date of this prospectus, to
purchase up to 337,500 additional shares at the initial public offering price,
less the underwriting discounts, all as set forth on the cover page of this
prospectus. The representatives may exercise such option only to cover over-
allotments made in connection with the sale of common stock in this offering.

The offering of the shares is made for delivery when, as and if accepted by
the underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The underwriters reserve the right
to reject an order for the purchase of shares in whole or in part.

Upon completion of this offering, Netivation.com will sell to the
representatives for $23 warrants to purchase 225,000 shares of common stock.
The representatives' warrants will become exercisable immediately after the
completion of this offering at a per share exercise price equal to 120% of the
initial public offering price and will expire five years from the date of this
prospectus. The representatives' warrants and underlying shares of common stock
will be restricted from sale, transfer, assignment or hypothecation for a
period of one year from the date of this prospectus, except to the
representatives, underwriters, selling group members and their officers,
partners or employees. During the exercise period, holders of the
representatives' warrants are entitled to certain demand and incidental rights
with respect to the shares of common stock issuable upon exercise of the
representatives' warrants. The common stock issuable on exercise of the
representatives' warrants is subject to adjustment in certain events to prevent
dilution.

53
<PAGE>

Netivation.com will pay the representatives a nonaccountable expense
allowance of 3% of the gross proceeds of the offering, which will include
proceeds from the over-allotment option, if exercised. The representatives'
expenses in excess of the nonaccountable expense allowance, including their
legal expenses, will be borne by the representatives. Netivation.com has paid
$85,000 to the representatives as an advance for expenses.

Netivation.com has agreed to indemnify the underwriters against certain
liabilities, including civil liabilities under the Securities Act, and to
contribute to payments which the underwriters may be required to make regarding
these liabilities.

Netivation.com has agreed to give notice to the representatives of meetings
of the board of directors and to grant access to such meetings to nominees of
the representatives to attend the meetings as observers. EBI Securities
Corporation also has the right, but not the obligation, to nominate one
director to Netivation.com's board of directors until July 2003.

For a period of three years after this offering, the representatives have
the right to participate as co-managing underwriters in any additional public
or private offering of debt or equity securities by Netivation.com, excluding
debt financing transactions with banks. During this period, the representatives
also have the right to serve as co-financial advisors with respect to mergers
or other strategic transactions involving Netivation.com. Such rights may be
waived by the representatives if the terms of their participation are
unacceptable.

The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves syndicate sales in excess of
the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the securities in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the representatives to reclaim a selling concession from a
syndicate member when the securities originally sold by such syndicate member
are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

Neither Netivation.com nor the underwriters can predict the effect that the
transactions described above may have on the price of the common stock. In
addition, neither Netivation.com nor the underwriters represent that the
underwriters will engage in such transactions. If commenced, such transactions
may be discontinued at any time without notice. It is anticipated that certain
of the underwriters will make a market in the common stock on completion of
this offering, as permitted by applicable law. The underwriters are not
obligated to make a market in the common stock and if they do so may
discontinue making a market at any time. There is no assurance an active
trading market will ever develop for the common stock.

Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiations
between Netivation.com and the representatives. The principal factors to be
considered in determining the initial public offering price include:

. the information set forth in this prospectus and otherwise available;

. the history and the prospects for the industry in which Netivation.com
will compete;

. the ability of Netivation.com's management;

. the prospects for future earnings of Netivation.com;

. the present state of Netivation.com's development and its current
financial condition;

. the general condition of the securities markets at the time of this
offering; and

54
<PAGE>

. the recent market prices of, and the demand for, publicly traded stock of
generally comparable companies.

The estimated initial public offering price per share range set forth on the
cover of this preliminary prospectus is subject to change as a result of the
above and other factors.

55
<PAGE>

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
Netivation.com by Moffatt, Thomas, Barrett, Rock & Fields, Chartered, Boise,
Idaho and by Cooley Godward LLP, Boulder, Colorado. As of the date of this
prospectus, Moffatt, Thomas, Barrett, Rock & Fields, Chartered beneficially
owns an option to purchase 62,500 shares of Netivation.com's common stock.
Certain legal matters will be passed upon for the representatives by Berliner
Zisser Walter & Gallegos, P.C., Denver, Colorado.

EXPERTS

The audited financial statements included in this prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

56
<PAGE>

INDEX TO FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NETIVATION.COM, INC.
Report of Independent Public Accountants................................... F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-4
Statements of Stockholders' Equity......................................... F-5
Statements of Cash Flows................................................... F-6
Notes to Financial Statements.............................................. F-7
THE ONLINE MEDICAL BOOKSTORE, LLC
Report of Independent Public Accountants................................... F-16
Balance Sheets............................................................. F-17
Statements of Operations................................................... F-18
Statements of Member's Interests........................................... F-19
Statements of Cash Flows................................................... F-20
Notes to Financial Statements.............................................. F-21
</TABLE>

<TABLE>
<S> <C>
INTERLINK SERVICES, INC.
Report of Independent Public Accountants................................... F-23
Balance Sheet.............................................................. F-24
Statement of Operations.................................................... F-25
Statement of Stockholders' Equity.......................................... F-26
Statement of Cash Flows.................................................... F-27
Notes to Financial Statements.............................................. F-28
</TABLE>

<TABLE>
<S> <C>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Combined Financial Information......................... F-30
</TABLE>

<TABLE>
<S> <C>
Unaudited Pro Forma Combined Balance Sheet ................................ F-31
</TABLE>

<TABLE>
<S> <C>
Unaudited Pro Forma Combined Statement of Operations....................... F-32
</TABLE>

<TABLE>
<S> <C>
Notes to Unaudited Pro Forma Combined Balance Sheet and Statement of Op-
erations................................................................ F-33
</TABLE>

F-1
<PAGE>

"After the stock split and reincorporation discussed in Note 2 to the
financial statements are effected, we expect to be in a position to render the
following audit report."

Arthur Andersen LLP

Seattle, WA
March 10, 1999

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Netivation.com, Inc.:

We have audited the accompanying balance sheets of Netivation.com, Inc. (a
Delaware corporation in the development stage) as of December 31, 1997 and
1998, and the related statements of operations, stockholders' equity and cash
flows for the periods from inception (September 26, 1997) to December 31, 1998
and 1997 and for the year ended December 31, 1998. 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 audit to obtain
reasonable assurance about whether these 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 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 Netivation.com, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash
flows for the periods from inception (September 26, 1997) to December 31, 1998
and 1997 and for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.

F-2
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

BALANCE SHEETS
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Pro Forma
Stockholders'
Equity (Note 2) at
December 31, December 31, December 31,
1997 1998 1998
------------ ------------ ------------------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....... $47 $1,907
Short-term investments.......... -- 880
Subscriptions receivable for
preferred stock................ -- 1,183
Prepaids and other.............. -- 35
--- ------
Total current assets.......... 47 4,005
Equipment and furniture, net...... 10 94
--- ------
Total assets...................... $57 $4,099
=== ======
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable................ $13 $ 172
Accrued compensation............ -- 163
Other accrued expenses.......... -- 28
Convertible note payable to
stockholder, net............... -- 501
Advances from stockholders...... -- 95
--- ------
Total current liabilities..... 13 959
Mandatorily redeemable common
stock option..................... -- 391
Other long-term liabilities....... -- 24
--- ------
Total liabilities............. 13 1,374
--- ------
Commitments (Note 7)
Stockholders' equity
8% Convertible preferred stock,
$.01 par value, 1,750,000
shares authorized and no
shares, 1,575,000 and no shares
issued and outstanding,
respectively, preference in
liquidation of $3,938 at
December 31, 1998.............. -- 3,317 --
Subscriptions receivable for
543,948 shares of preferred
stock.......................... -- 1,183 --
Common stock and additional
paid-in capital, $.01 par val-
ue, 25,000,000 shares autho-
rized, 3,218,270, 3,473,270 and
5,592,218 shares issued and
outstanding, respectively...... 105 628 $5,128
Deficit accumulated in the
development stage.............. (61) (2,403) (2,403)
--- ------ ------
Total stockholders' equity.... 44 2,725 $2,725
--- ------ ======
Total liabilities and
stockholders' equity............. $57 $4,099
=== ======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Period from Period from
Inception Inception
(September 26, (September 26,
1997) to 1997) to Year Ended
December 31, 1998 December 31, 1997 December 31, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Revenues................ $ -- $ -- $ --
--------- --------- ---------
Expenses
Operating expenses
General and
administrative....... 880 43 837
Sales and marketing... 569 18 551
Stock compensation.... 586 -- 586
Product development... 171 -- 171
--------- --------- ---------
Total operating
expenses............... 2,206 61 2,145
--------- --------- ---------
Loss from
operations......... (2,206) (61) (2,145)
Interest expense........ (183) -- (183)
--------- --------- ---------
Loss before income
taxes.............. (2,389) (61) (2,328)
Provision for income
taxes.................. -- -- --
--------- --------- ---------
Net loss............ $ (2,389) $ (61) $ (2,328)
Preferred stock
dividends earned....... (14) -- (14)
--------- --------- ---------
Net loss available to
common stock........... $ (2,403) $ (61) $ (2,342)
========= ========= =========
Historical basic and
diluted loss per
share.................. $ (.71) $ (.02) $ (.69)
========= ========= =========
Historical weighted
average shares
outstanding used to
compute loss per
share.................. 3,372,483 3,168,270 3,417,377
========= ========= =========
Pro forma basic and
diluted loss per
share.................. $ (.70) $ (.02) $ (.68)
========= ========= =========
Weighted average shares
outstanding used to
compute pro forma loss
per share.............. 3,430,450 3,168,270 3,490,589
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Common Stock and
8% Convertible Additional Paid-
Preferred Stock In Capital Deficit
---------------- Subscriptions ---------------- Accumulated in
Number of Receivable for Number of the Development
Shares Amount Preferred Stock Shares Amount Stage Total
--------- ------ --------------- --------- ------ --------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of shares in
September 1997 in
exchange for technology
rights and previously
existing corporate
entity (Note 1)........ -- $ -- $ -- 3,068,270 $ -- $ -- $ --
Issuance in October 1997
of shares for cash at
$.70 per share......... -- -- -- 150,000 105 -- 105
Net loss................ -- -- -- -- -- (61) (61)
--------- ------ ------ --------- ---- ------- ------
Balances at December 31,
1997................... -- -- -- 3,218,270 105 (61) 44
Issuance in February
1998 of shares for cash
at $1.20 per share..... -- -- -- 105,000 126 -- 126
Issuance in March 1998
of shares in connection
with issuance of 8%
convertible debenture.. -- -- -- 137,500 165 -- 165
Issuance in July 1998 of
shares in connection
with modification of
terms of 8% convertible
debenture.............. -- -- -- 12,500 15 -- 15
Grant in August 1998 of
75,000 common stock op-
tions at $.10 per
share.................. -- -- -- -- 180 -- 180
Grant in August 1998 of
12,000 common stock op-
tions at $1.25 per
share.................. -- -- -- -- 15 -- 15
Issuance in November and
December 1998 of 8%
convertible preferred
stock at $2.50 per
share, net of issuance
costs of $621.......... 1,575,000 3,317 -- -- -- -- 3,317
Subscriptions to 543,948
shares of preferred
stock, net of issuance
costs of $177.......... -- -- 1,183 -- -- -- 1,183
Preferred stock divi-
dend................... -- -- -- -- -- (14) (14)
Imputed interest on
advances from
stockholders........... -- -- -- -- 22 -- 22
Net loss................ -- -- -- -- -- (2,328) (2,328)
--------- ------ ------ --------- ---- ------- ------
Balances at December 31,
1998................... 1,575,000 $3,317 $1,183 3,473,270 $628 $(2,403) $2,725
========= ====== ====== ========= ==== ======= ======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>
Period from Period from
inception inception
(September 26, (September 26,
1997) to 1997) to Year Ended
December 31, 1998 December 31, 1997 December 31, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss.............. $(2,389) $ (61) $(2,328)
Adjustments to
reconcile net loss to
net cash used by
operating activities:
Depreciation........ 17 -- 17
Expense associated
with the issuance
of stock options... 586 -- 586
Imputed interest on
advances from
stockholders....... 22 -- 22
Amortization of debt
discount........... 131 -- 131
Changes in assets and
liabilities:
Prepaids and other.. (35) -- (35)
Accounts payable.... 172 13 159
Accrued expenses.... 177 -- 177
------- ----- -------
Net cash used by
operating
activities....... (1,319) (48) (1,271)
------- ----- -------
Cash flows from
investing activities:
Purchase of equipment
and furniture........ (87) (10) (77)
Purchase of short-term
investments.......... (880) -- (880)
------- ----- -------
Net cash used by
investing
activities....... (967) (10) (957)
------- ----- -------
Cash flows from
financing activities:
Proceeds from 8%
convertible note
payable to
stockholder.......... 550 -- 550
Proceeds from advances
from stockholders.... 189 -- 189
Repayment of advances
from stockholders.... (94) -- (94)
Proceeds from sale of
8% preferred stock... 3,938 -- 3,938
Preferred stock
offering costs....... (621) -- (621)
Issuance of common
stock for cash....... 231 105 126
------- ----- -------
Net cash provided
by financing
activities....... 4,193 105 4,088
------- ----- -------
Net increase in cash
and cash
equivalents.......... 1,907 47 1,860
Cash and cash
equivalents at
beginning of period.. -- -- 47
------- ----- -------
Cash and cash
equivalents at end of
period............... $ 1,907 $ 47 $ 1,907
======= ===== =======
Supplemental cash flow
disclosures:
Income taxes paid..... $ -- $ -- $ --
Interest paid......... $ 33 $ -- $ 33
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 1998
(Dollars in thousands, except per share data)

NOTE 1--ORGANIZATION AND DESCRIPTION OF BUSINESS

Netivation.com, Inc. ("Netivation" or the "Company"), a Delaware
corporation, formerly named Nelloro Corporation (Nelloro), was originally
formed in 1993 for the purposes of acquiring interests in mineral properties.
The Company commenced its current operations after acquiring the technology
developed by the existing management team in exchange for 2,500,000 shares of
Nelloro common stock on September 26, 1997. No value was assigned to the
technology as it had no net book value at the time of the transaction and the
common stock was deemed to have minimal value. The transaction has been
accounted for as a reverse acquisition with Netivation as the acquiror.
Netivation's existing business operations commenced upon the acquisition of the
technology. Therefore, historical financial statements prior to September 26,
1997 are not presented. Additionally pro forma financial information for
Nelloro is not presented as the assets and results of operations for Nelloro
were not significant.

The company was formed to develop, design and market software and websites
focused on topic specific internet communities. These communities, known as
vertical portals, are for individuals, groups and businesses sharing a common
interest. The company's activities to date have been primarily related to
organization, raising capital, personnel recruitment, marketing studies, and
the research and development of the company's Votenet.com and Medinex.com
websites, the Governet software product for campaign finance management and the
Medinex software product for back office software support for physician
practices.

The company is in the development stage, has yet to generate any revenues
and has no assurance of future revenues. The company is subject to the risks
and challenges associated with other companies at a similar stage of
development including dependence on key individuals, successful development and
marketing of its products and services, the acceptance of the Internet as a
medium for advertising, competition from substitute services and larger
companies with greater financial, technical, management and marketing
resources. Further, during the period required to develop commercially viable
products, services and sources of revenues, the company may require additional
funds that may not be readily available to it.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Stock Split and Reincorporation

Prior to the effectiveness of an initial public offering, the company plans
to effect a one-for-two reverse split of its common and preferred stock and
reincorporate in Delaware. All share and per share amounts in the accompanying
financial statements have been adjusted retroactively to give effect to this
reverse stock split.

Loss Per Share

In accordance with SFAS No. 128, "Computation of Earnings Per Share," basic
earnings per share is computed by dividing net loss available to common stock
(net loss less preferred stock dividend requirements)

F-7
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands, except per share data)

by the weighted average number of shares of common stock outstanding during the
period. Dilutive earnings per share is computed by dividing net loss by the
weighted average number of common and dilutive common equivalent shares
outstanding during the period. Common equivalent shares consist of the shares
of common stock issuable upon the conversion of the convertible preferred stock
(using the if-converted method) and shares issuable upon the exercise of stock
options and warrants (using the treasury stock method); common equivalent
shares are excluded from the calculation if their effect is antidilutive. The
company has not had any issuances or grants for nominal consideration as
defined under Staff Accounting Bulletin 98.

Diluted net loss per share for all periods shown does not include the
effects of the convertible preferred stock and shares issuable upon the
exercise of stock options and warrants as the effect of their inclusion is
antidilutive during each period.

Pro forma basic and diluted net loss per share is computed based on the
weighted average number of shares of common stock outstanding giving effect to
the conversion of convertible preferred stock outstanding as of December 31,
1998 that will automatically convert upon completion of the company's initial
public offering (using the if-converted method from the original issuance
date). Pro forma diluted net loss per share excludes the impact of stock
options and warrants as the effect of their inclusion would be antidilutive.

Cash Equivalents

The company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Short-Term Investments

Short-term investments consist of U.S. treasury bills with a maturity date
of July 1999. The company classifies short-term investments as available for
sale under Statement of Financial Accounting Standards No. 115. The short-term
investments are carried at fair value, with unrealized holding gains and losses
reported as a separate component of stockholders' equity. As the short-term
investments were acquired on December 31, 1998, there were no unrealized
holding gains or losses during the year ended December 31, 1998.

Advertising Costs

The cost of advertising is expensed as incurred. During the periods ending
December 31, 1997 and 1998, the company incurred advertising expense of $0 and
$50, respectively.

Research and Development

Research and development costs are expensed as incurred and consist
primarily of salaries, supplies and contract services.

The company's accounting policy is to capitalize eligible computer software
development costs upon the establishment of technological feasibility, which
the company has defined as a completion of a working model. For the periods
ended December 31, 1997 and 1998, the amount of eligible costs to be
capitalized has not been material and accordingly, the company has charged all
software development costs to product development in the accompanying
statements of operations.

Income Taxes

The company recognizes deferred income tax assets and liabilities for the
expected future income tax consequences, based on enacted laws, of temporary
differences between the financial reporting and tax bases of

F-8
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)
assets, liabilities and tax carryforwards. Deferred tax assets are then
reduced, if deemed necessary, by a valuation allowance for the amount of any
tax benefits which, more likely than not based on current circumstances, are
not expected to be realized.

Stock-Based Compensation

The company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation." In accordance with the provisions of SFAS 123, the company
applies Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
stock option plan.

Equipment and Furniture

Equipment and furniture are recorded at cost. Major additions and
improvements are capitalized. Minor replacements, maintenance and repairs that
do not increase the useful life of the assets are expensed as incurred.
Depreciation is determined using the straight-line method over the expected
useful lives of the assets which range from three to five years.

Unaudited Pro Forma Stockholders' Equity

If the offering contemplated by this prospectus is consummated, all of the
preferred stock outstanding and subscribed to as of the closing date will
automatically be converted into an aggregate of 2,118,948 shares of common
stock. Unaudited pro forma stockholders' equity at December 31. 1998, as
adjusted for the conversion of preferred stock, is presented in the
accompanying balance sheet.

Recent Accounting Pronouncements

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 (SOP 98-1), "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. The implementation of SOP 98-1 is not expected to
have a material impact on the company's financial position or results of
operations.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities." SOP 98-5, which is effective for fiscal years beginning after
December 15, 1998, provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start up activities and
organization costs to be expensed as incurred. The implementation of SOP 98-5
is not expected to have a material impact on the company's financial position
or results of operations.

F-9
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

NOTE 3--FEDERAL INCOME TAXES

The company did not provide an income tax benefit for any of the periods
presented because it has experienced operating losses since inception. The
company's total tax net operating loss carryforwards were approximately $1,800
at December 31, 1998 which expire between 2012 and 2018. The significant
components of the deferred tax asset at December 31, 1997 and 1998, were as
follows:

<TABLE>
<CAPTION>
1997 1998
---- -----
<S> <C> <C>
Net operating loss carryforward................................. $ 21 $ 609
Stock compensation.............................................. -- 199
---- -----
Deferred tax asset.............................................. 21 808
Deferred tax asset valuation allowance.......................... (21) (808)
---- -----
-- --
==== =====
</TABLE>

The valuation allowance on deferred tax assets increased by $21 and $787
during 1997 and 1998, respectively.

In accordance with certain provisions of the Internal Revenue Code, as
amended, a change in ownership of greater than 50% of a company within a three
year period results in an annual limitation on the company's ability to utilize
its net operating loss ("NOL") carryforwards from tax periods prior to the
ownership change. Such a change in ownership occurred with respect to the
company in December 1997. Accordingly, at December 31, 1998, use of NOL
carryforwards is restricted to annual amounts of approximately $900 which
accumulate to the extent not used and are subject to the expiration of these
carryforwards. Any future significant changes in ownership interests could
further limit the NOL carryforward.

NOTE 4--DEBT

Convertible Note Payable to Stockholder

At December 31, 1998, the company had an 8% convertible note (the "Note")
with a principal balance of $550, and accrued interest payable quarterly. The
Note was due on March 16, 1999, and was paid in full by the company in January
1999. The company issued 137,500 shares of the company's common stock to the
lender in connection with the granting of the loan in March 1998 and issued an
additional 12,500 shares of common stock in July 1998 in exchange for a
modification of the escrow requirements. The fair market value of these shares
at the date of issuance has been reflected as a debt discount in the
accompanying financial statements and is being accreted to interest expense
over the original one year life of the agreement, using the effective interest
rate method.

As of December 31, 1998, the unamortized debt discount on the Note was $49.
Amortization expense related to the debt discount was $131 for the year ended
December 31, 1998.

Advances From Stockholders

During 1998, the company obtained advances totaling $189 from principal
stockholders for working capital purposes. These loans were payable on demand.
The advances were non-interest bearing, and were not collateralized. Interest
totaling $22 was imputed on these advances based on an effective interest rate
consistent with the convertible note payable discussed above. The balance of
these advances to stockholders at December 31, 1998 was $95. In January 1999,
all advances were paid in full by the company.

F-10
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

NOTE 5--STOCKHOLDERS' EQUITY

Convertible Preferred Stock

In January 1999 the company increased the authorized amount of preferred
stock to 3,500,000 shares, with a par value of $.01. Shares of preferred stock
may be issued from time to time in one or more series, with designations,
rights, preferences and limitations established by the company's board of
directors (the Board of Directors).

The company has designated shares of preferred stock as Series A Convertible
preferred stock (Series A). Holders of Series A are entitled to annual
dividends at 8% of the original issue price of the shares held. No
distributions may be made to holders of common stock until all cumulative
dividends on Series A have been paid.

If the net profits in any year are not sufficient to pay this dividend,
either in whole or in part, then any unpaid portion of the dividend will become
a charge against the net profits of the company, and will be paid in full out
of the net profits of the company in subsequent years before any dividends are
paid on the common stock of the company in those years. For a period of three
(3) years from the issue date at the company's option, the company may satisfy
any accrued preferred stock dividend, or portion thereof, with preferred stock
in lieu of cash. After three (3) years from the date hereof, if the company has
a positive cash flow in sufficient amount to pay accrued preferred stock
dividends, ("Sufficient Positive Cash Flow"), then any accrued preferred stock
dividend will be payable in cash. If, after three (3) years from the date
hereof, the company does not have Sufficient Positive Cash Flow, then any
accrued preferred stock dividend will be payable in preferred stock. To account
for the preferred stock dividend, the company has recorded $14 as a charge to
deficit accumulated in the development stage in the accompanying 1998 statement
of stockholders' equity.

The shares of preferred stock are not entitled to vote at meetings of the
stockholders of the company and are not entitled to participate in the profits
of the company beyond the fixed, preferential annual dividend provided herein.

Each share of Series A is convertible, at the option of the holder, into one
half share of common stock, subject to adjustment to prevent dilution. Each
share of Series A is automatically convertible into common stock upon the
closing of a public offering or other change in control that meets certain
conditions.

During 1998, the company issued 1,575,000 shares of Series A preferred stock
and received subscriptions for 543,948 shares of Series A preferred stock at
$2.50 per share. The cash from these subscriptions was received in January
1999. The company has reflected these subscriptions receivable in the
accompanying financial statements net of offering costs.

In January 1999, the company received net proceeds of approximately $450
related to the sale of an additional 206,052 shares of Series A preferred
stock.

Stock Option Plan

In July 1998, the stockholders and Board of Directors approved a
Nonqualified Stock Option and Restricted Stock Plan (the Plan). In March 1999,
the company amended and restated this plan as the 1999 Equity Incentive Plan.
The Board of Directors has the authority to determine all matters relating to
incentive and non-qualified stock options and restricted stock to be granted
under the Plan, including the selection of individuals to be granted options,
number of shares to be subject to each option, the exercise price and the term

F-11
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

and vesting period, if any. Options generally vest over periods ranging up to
five years and have lives up to ten years from date of grant. Options
outstanding at December 31, 1998 have an average remaining contractual life of
4.6 years. At December 31, 1998, exercise prices ranged from $.03 to $2.50 per
share.

The following table summarizes the company's stock option activity:

<TABLE>
<CAPTION>
Weighted
Number of Average
Shares Exercise Price
--------- --------------
<S> <C> <C>
Balance at December 31, 1997........................ -- --
Options granted................................... 274,500 $.66
------- ----
Balance at December 31, 1998........................ 274,500 $.66
======= ====
</TABLE>

The company had reserved a total of 750,000 shares of common stock for
issuance to its stock option holders under the plan and had 675,500 shares
available for future grant.

Stock options exercisable were 274,500 at December 31, 1998. The following
table summarizes information about all stock options, including those issued
outside of the Plan, outstanding at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------------- ------------------------
Weighted-
Average Weighted Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Outstanding Price
-------- ----------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ .03 125,000 Indefinite $ .03 125,000 $ .03
$ .10 75,000 4.6 .10 75,000 .10
$1.25 12,000 4.6 1.25 12,000 1.25
$2.50 62,500 4.6 2.50 62,500 2.50
</TABLE>

Under APB 25, the company records compensation expense over the vesting
period for the difference between the exercise price and the deemed fair market
value for financial reporting purposes of stock options granted. In conjunction
with grants made in 1998, the company recorded $586 as stock compensation
expense in the accompanying 1998 statement of operations.

The company has adopted the disclosure-only provisions of SFAS No. 123. Had
compensation expense been recognized on stock options issued based on the fair
value of the options at the date of grant and recognized over the vesting
period, the company's net loss would have been increased to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
December 31, December 31,
1997 1998
------------ ------------
<S> <C> <C>
Net loss:
As reported...................................... $ (61) $(2,328)
Pro forma........................................ $ (61) $(2,340)
Basic and diluted loss per share:
As reported...................................... $(.02) $ (.68)
Pro forma........................................ $(.02) $ (.69)
</TABLE>

F-12
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

The weighted average grant date fair value of options granted in 1998 was
$1.93. The fair value of each option grant is estimated on the date of grant
using the fair value based method prescribed by SFAS No. 123 for private
companies, which considers only the time value of money. Assumptions used for
the grants were: expected life of three years, risk free interest rate of 5.5%
and no dividend yield.

Stock Options Issued Outside of the Plan

In June 1998, the company issued an option to purchase 125,000 shares
(option shares) of common stock at a price of three cents ($.03) per share in
exchange for consulting services. These options are fully vested and have no
expiration date. The optionee has the right to tender all of its option shares
back to the company for cash and notes payable five years from the date of the
original grant. The price to repurchase the option shares is equal to the
number of shares multiplied by the fair market value of the underlying common
stock, multiplied by 1.25. The right to tender the option shares back to the
company will expire if the company's stock becomes publicly traded. As the
measurement date is not known until a public offering is consummated or the
right to tender shares expires, the company has recorded $391 as stock
compensation expense in the accompanying 1998 statement of operations and as a
long-term liability in the accompanying balance sheet as of December 31, 1998
based on the difference between the exercise price of the option and the
estimated underlying fair market value of the common stock at December 31,
1998.

In August 1998, the company issued an option to purchase 75,000 shares of
common stock at a price of ten cents ($.10) per share in exchange for
consulting services. The company has recorded stock compensation expense of
$180 in the accompanying statement of operations based on the fair market value
of the stock option on the date of the grant.

Employee Stock Purchase Plan

In March 1999, the board adopted the 1999 Employee Stock Purchase Plan, to
provide employees of the company and its affiliates with an opportunity to
purchase common stock through payroll deductions. The purchase plan will
terminate at the board's discretion.

Under the purchase plan, 500,000 shares of common stock have been reserved
for issuance.

The purchase plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Internal Revenue Code. The board may
authorize participation by eligible employees, including officers, in periodic
offerings following the adoption of the purchase plan. A new offering period
begins every 12 months. The board has currently authorized an offering
commencing on the effectiveness of an initial public offering of the company's
common stock and ending January 31, 2000, with sequential 12-month offerings
thereafter.

Stock Option and Restricted Stock Grants Subsequent to Year End

Subsequent to year end, the company's Board of Directors approved the
issuance of 204,375 options to purchase common stock priced at $1.25 to $2.50
per share. These options vest over terms ranging from three to five years, but
vesting may accelerate if certain revenue targets are achieved.

In addition, the company issued 30,000 shares of restricted stock to three
outside directors in exchange for services to be performed during 1999. The
shares of restricted stock are forfeited if the individuals are not directors
at December 31, 1999.

F-13
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

Stock Warrants

In connection with the company's Series A preferred stock financing which
closed in January 1999, the company agreed to issue warrants to purchase
258,000 shares of Series A preferred stock at $2.50 per share. The warrants
expire in 2006.

Reserved for Future Issuance

The following common shares have been reserved for future issuance as of
December 31, 1998:

<TABLE>
<S> <C>
Series A convertible preferred stock............................. 1,750,000
Employee stock options........................................... 750,000
Warrants......................................................... 258,000
---------
2,758,000
=========
</TABLE>

NOTE 6--RELATED PARTY TRANSACTIONS

For the period ended December 31, 1997, two principal stockholders of the
company were entitled to receive base compensation totaling $42. These salaries
were not paid. Had the officers received their 1997 salary, it would have
increased loss per share by $.01 for the period ended December 31, 1997. (Also
see Note 4.)

NOTE 7--COMMITMENTS

Internet Access

In September 1998, the company entered into an agreement with a third party
for the provision of internet access and hosting services. This agreement
expires in September 1999. Under the terms of this agreement, the company is
obligated to pay a total of $12 per month.

Leases

The company has entered into noncancelable operating lease agreements
involving equipment and facilities through the year 2000. Rent expense totaled
$0 and $16 for the years ended December 31, 1997 and 1998, respectively. Future
minimum payments under the operating leases, as of December 31, 1998 are as
follows:

<TABLE>
<S> <C>
1999.................................................................. $21
2000.................................................................. 22
2001.................................................................. 6
---
Total minimum lease payments.......................................... $49
===
</TABLE>

NOTE 8--CONTINGENT ACQUISITIONS

In March 1999, the company entered into an agreement to acquire the
membership interest of The Online Medical Bookstore, LLC (Online) and the stock
of InterLink Services, Inc. (InterLink). The acquisitions will be completed
upon the effectiveness of an initial public offering of the company's common
stock.

The acquisitions will be accounted for by the purchase method of accounting.
Accordingly, the results of operations will be included with the results of
operations of the company for periods subsequent to the date of acquisition. In
connection with the acquisitions, the company made nonrefundable payments of
$75 to

F-14
<PAGE>

NETIVATION.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share data)

Online and $50 to InterLink. Should the company effect an initial public
offering, the company would issue shares of common stock valued at $1,929 to
Online and $1,264 to InterLink, based on the price obtained upon the
effectiveness of an initial public offering by the company. In addition, the
sole member of Online will also receive another cash payment totaling $175.
Goodwill from these acquisitions is estimated to be $3,475.

F-15
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Netivation.com, Inc.:

We have audited the accompanying balance sheets of The Online Medical
Bookstore, LLC, (a Delaware limited liability corporation) as of December 31,
1997 and 1998, and the related statements of operations, member's interests and
cash flows for the period from inception (May 1, 1997) to December 31, 1997 and
for the year ended December 31, 1998. 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 audit to obtain
reasonable assurance about whether these 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 The Online Medical
Bookstore, LLC, as of December 31, 1997 and 1998 and the results of its
operations and its cash flows for the period from inception (May 1, 1997) to
December 31, 1997 and for the year ended December 31, 1998 in conformity with
generally accepted accounting principles.

/s/ Arthur Andersen LLP
Seattle, Washington
February 4, 1999
(Except for the matter discussed in Note 4
for which the date is March 4, 1999)

F-16
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------
1997 1998
------ -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................... $1,579 $53,937
Accounts receivable.......................................... -- 11,188
Other........................................................ -- 1,140
------ -------
Total current assets....................................... 1,579 66,265
Equipment and furniture, net................................... 1,800 3,091
------ -------
Total assets................................................... $3,379 $69,356
====== =======
LIABILITIES AND MEMBER'S INTERESTS
Current liabilities:
Accounts payable............................................. $ -- $68,394
Deferred revenue............................................. -- 2,683
Note payable to related party................................ 2,000 --
------ -------
Total current liabilities.................................. 2,000 71,077
Member's interests (deficit)
Contributed capital.......................................... 2,300 2,300
Accumulated deficit.......................................... (921) (4,021)
------ -------
Total member's interests (deficit)........................... 1,379 (1,721)
------ -------
Total liabilities and member's interests................... $3,379 $69,356
====== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-17
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Period from
Inception
(May 1, 1997) to Year Ended
December 31, December 31,
1997 1998
---------------- ------------
<S> <C> <C>
Revenues.......................................... $ -- $ 290,498
Cost of revenues.................................. -- (272,985)
----- ---------
-- 17,513
Expenses
General and administrative...................... 921 4,324
Sales and marketing............................. -- 1,000
----- ---------
Total operating expenses.......................... 921 5,324
----- ---------
Net income (loss) (Note 3)........................ $(921) $ 12,189
===== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-18
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

STATEMENTS OF MEMBER'S INTERESTS

<TABLE>
<CAPTION>
Contributed Accumulated
Capital Deficit Total
----------- ----------- --------
<S> <C> <C> <C>
Balance at inception (May 1, 1997)........... $ -- $ -- $ --
Net loss..................................... -- (921) (921)
Contribution of equipment.................... 2,300 -- 2,300
------ -------- --------
Balance at December 31,1997.................. 2,300 (921) 1,379
Net income................................... -- 12,189 12,189
Distributions to member...................... -- (15,289) (15,289)
------ -------- --------
Balance at December 31, 1998................. $2,300 $ (4,021) $ (1,721)
====== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Period from Inception
(May 1, 1997) to
December 31, Year Ended
1997 December 31, 1998
--------------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss).................... $ (921) $ 12,189
Adjustments to reconcile net loss to
net cash used by operating
activities:
Depreciation........................ 500 1,178
Changes in assets and liabilities:
Increase in accounts payable........ -- 68,394
Increase in deferred revenue........ -- 2,683
Increase in accounts receivable..... -- (11,188)
Increase in other assets............ -- (1,140)
------ --------
Net cash provided (used) by operating
activities.......................... (421) 72,116
------ --------
Cash flows from investing activities:
Purchase of equipment and furniture.. -- (2,469)
Cash flows from financing activities:
Distributions of cash................ -- (15,289)
Increase (decrease) in notes
payable............................. 2,000 (2,000)
------ --------
Net cash provided by financing
activities.......................... 2,000 (17,289)
------ --------
Net increase in cash and cash
equivalents......................... 1,579 52,358
Cash and cash equivalents at
beginning of period................. -- 1,579
------ --------
Cash and cash equivalents at end of
period.............................. $1,579 $ 53,937
====== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

NOTES TO FINANCIAL STATEMENTS

December 31, 1998

NOTE 1--ORGANIZATION AND DESCRIPTION OF BUSINESS

The Online Medical Bookstore, LLC (the "company"), a Delaware limited
liability corporation, was operated as a sole proprietorship by the company's
sole member from inception (May 1, 1997) to December 28, 1998. The company
converted to a limited liability corporation on December 28, 1998. During the
period from May 1997 through December 1997, the company was in its development
stage and its activities primarily related to the research, design and
development of the company's e-commerce website, discountmedbooks.com.
Discountmedbooks.com became commercially operational in January 1998 and sells
medical textbooks and certain supplies for medical students, physicians, nurses
and other healthcare providers via the Internet. (See Note 3)

The company is subject to the risks and challenges associated with other
companies at a similar stage of early operations including dependence on key
individuals, successful sales and marketing of products, the continued
acceptance of the Internet as a medium for purchasing goods and services. The
company is also subject to risks of competition from larger e-commerce Websites
and competition from companies with greater financial, technical, management
and marketing resources. Further, the company may require additional funds that
may not be readily available to it.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions

Cash Equivalents

The company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Income Taxes

The company passes through to the individual member all taxable income and
deductions of the company under income tax reporting regulations governing
limited liability corporations.

Equipment and Furniture

Equipment and furniture are recorded at cost. Major additions and
improvements are capitalized. Minor replacements, maintenance and repairs that
do not increase the useful life of the assets are expensed as incurred.
Depreciation of equipment and furniture is determined using the straight-line
method over the expected useful lives of the assets, which range from three to
five years.

Revenue Recognition

Revenues from product sales are generally recognized at the time of shipment
to the customer.

F-21
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 3--RELATED PARTY TRANSACTIONS

The sole member of the company serves as the company's president and
performs substantially all management and operational functions of the company
at no charge to the company. The company occupies facilities and uses telephone
and other equipment that is rented or owned by the sole member of the company.
The company is not charged for the use of such facilities, telephone and other
equipment. A relative of the sole member of the company provided initial
financing through a note payable of $2,000 and provides administrative,
shipping and receiving services and customer service to the company at no cost
to the company. The company's e-commerce Website, discountmedbooks.com, was
researched, designed, developed and implemented by the company's sole member,
and the company was not charged for any time or materials related to making the
e-commerce Website operational. (See Note 4)

NOTE 4--ACQUISITION AGREEMENT

On March 4, 1999, the sole member of the company entered into an agreement
to sell all of his membership interests in the company to Netivation.com, Inc.
(Netivation) for $250,000 and common stock in Netivation valued at $1,929,000.
Upon signing the agreement, the member received $75,000 in cash, which is
nonrefundable. If the agreement is consummated, the sole member and the
relative discussed in Note 3 will be compensated through annual salaries
totaling $80,000, and stock options in Netivation. The sale is contingent upon
the effectiveness of an initial public offering of Netivation's common stock.

F-22
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Netivation.com, Inc.:

We have audited the accompanying balance sheet of InterLink Services, Inc.
(a Washington corporation) as of December 31, 1998, and the related statements
of operations, stockholders' equity and cash flows for the year then ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides 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 InterLink Services, Inc. as
of December 31, 1998, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Arthur Andersen LLP
Seattle, Washington
March 10, 1999

F-23
<PAGE>

INTERLINK SERVICES, INC.

BALANCE SHEET

December 31, 1998

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................... $ 986
Accounts receivable ............................................... 26,252
--------
Total current assets............................................. 27,238
Equipment and furniture, net......................................... 24,225
--------
Total assets......................................................... $ 51,463
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................... $ 16,000
Accrued expenses................................................... 3,638
Line of credit..................................................... 11,198
--------
Total current liabilities........................................ 30,836
--------
Commitments (Note 5)
Stockholders' equity
Common stock and additional paid-in capital (par value $1.00,
authorized 50,000 shares; issued and outstanding, 12,750 shares).. 34,430
Accumulated deficit................................................ (13,803)
--------
Total stockholders' equity....................................... 20,627
--------
Total liabilities and stockholders' equity........................... $ 51,463
========
</TABLE>

The accompanying notes are an integral part of this balance sheet.

F-24
<PAGE>

INTERLINK SERVICES, INC.

STATEMENT OF OPERATIONS

For The Year Ended December 31, 1998

<TABLE>
<S> <C>
Revenues............................................................. $328,705
Cost of revenues..................................................... 149,289
--------
Gross profit....................................................... 179,416
--------
Operating expenses
General and administrative......................................... 194,019
Sales and marketing................................................ 4,175
--------
Total operating expenses............................................. 198,194
--------
Loss before income taxes............................................. (18,778)
Provision for income taxes........................................... --
--------
Net loss......................................................... $(18,778)
========
</TABLE>

The accompanying notes are an integral part of this statement.

F-25
<PAGE>

INTERLINK SERVICES, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

For The Year Ended December 31, 1998

<TABLE>
<CAPTION>
Common Stock
and Additional
Paid- Retained
in Capital Earnings
-------------- (Accumulated
Shares Amount Deficit) Total
------ ------- ------------ -------
<S> <C> <C> <C> <C>
Balance, January 1, 1998................... 12,750 $34,430 $ 4,975 $39,405
Net loss................................. -- -- (18,778) (18,778)
------ ------- -------- -------
Balance, December 31, 1998................. 12,750 $34,430 $(13,803) $20,627
====== ======= ======== =======
</TABLE>

The accompanying notes are an integral part of this statement.

F-26
<PAGE>

INTERLINK SERVICES, INC.

STATEMENT OF CASH FLOWS

For The Year Ended December 31, 1998

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss........................................................... $(18,778)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation..................................................... 14,400
Changes in operating assets and liabilities:
Accounts receivable............................................ (8,079)
Prepaid expenses and other current assets...................... 6,250
Accounts payable and accrued expenses.......................... (7,414)
--------
Net cash used by operating activities........................ (13,621)
--------
Cash flows from investing activities:
Purchases of computer equipment.................................... (6,244)
--------
Cash flows from financing activities:
Borrowings on line of credit....................................... 9,843
--------
Net decrease in cash and cash equivalents............................ (10,022)
Cash and cash equivalents, beginning of year......................... 11,008
--------
Cash and cash equivalents, end of year............................... $ 986
========
</TABLE>

The accompanying notes are an integral part of this statement.

F-27
<PAGE>

INTERLINK SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 1998

1. ORGANIZATION OF THE COMPANY AND NATURE OF OPERATIONS

InterLink Services, Inc., a Washington corporation (the "company"), was
incorporated in June 1995, and specializes in website design and hosting
services. These services include development of Internet application software,
software consulting services, and the design of working website pages primarily
for customers in the Pacific Northwest.

The company is subject to the risks and challenges associated with other
companies at a similar stage of development including dependence on key
individuals, successful sales and marketing of products, and competition from
companies with greater financial, technical, management and marketing
resources. Further, the company may require additional funds that may not be
readily available to it.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in the Preparation of Financial Statements

Cash and Cash Equivalents

The company considers all highly liquid short-term investments with a
maturity of three months or less at the date of purchase to be cash
equivalents.

Equipment and Furniture

Equipment and furniture consist primarily of computer equipment and are
stated at cost less accumulated depreciation. Depreciation is computed using
the straight-line method over the estimated useful lives of three to five years
and totals $49,018 at December 31, 1998. Maintenance and repairs are expensed
as incurred. When properties are retired or otherwise disposed, gains and
losses are reflected in the income statement.

Revenue Recognition

The company's revenues are derived primarily from website design and hosting
services and are recognized as follows:

Time and Material Consulting Contracts--The company recognizes revenue
as services are rendered.

Fixed-Price Consulting Contracts--Revenue from fixed-price contracts is
recognized on the percentage-of-completion method, measured primarily by
output measures established in the specific contract. This method is used
as management considers output measures to be the best available measure of
contract performance.

Website Hosting--Revenue is recognized ratably over the service period.

Income Taxes

The company computes income taxes using the asset and liability method,
under which deferred income taxes are provided for the temporary differences
between the financial reporting basis and the tax basis of the

F-28
<PAGE>

INTERLINK SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

company's assets and liabilities. Deferred tax assets and liabilities are
measured using currently enacted tax rates that are expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. A valuation allowance is established when necessary
to reduce deferred tax assets to the amounts expected to be realized.

3. INCOME TAXES

The company did not provide an income tax benefit for the period presented
because, based on a number of factors, there is sufficient uncertainty
regarding the realizability of carryforwards that a full valuation allowance
has been recorded against the net deferred tax asset. The company's total tax
net operating loss carryforwards were approximately $30,000 at December 31,
1998 which expire between 2011 and 2018. The significant components of the
deferred tax asset at December 31, 1998, were as follows:

<TABLE>
<S> <C>
Net operating loss carryforward..................................... $11,000
Cash to accrual adjustment.......................................... (8,000)
-------
Deferred tax asset.................................................. 3,000
Deferred tax asset valuation allowance.............................. (3,000)
-------
--
=======
</TABLE>

The valuation allowance on the deferred tax asset increased by $2,000 during
1998.

4. BANK LINE OF CREDIT

On February 4, 1998, the company obtained a $15,000 revolving line of credit
from a financial institution to support working capital. The line of credit is
secured by substantially all of the company's assets, has been guaranteed by
certain stockholders and bears interest at the financial institution's index
rate plus 1.50% (9.0% at December 31, 1998). Interest is payable monthly. The
line of credit expires March 20, 1999.

5. COMMITMENTS

The company leases its office space under noncancelable operating leases
expiring December 31, 1999. Future minimum lease payments under noncancelable
operating leases at December 31, 1998, are $10,410.

Rental expense amounted to approximately $10,000 for the year ended December
31, 1998

6. ACQUISITION AGREEMENT

On March 9, 1999, the company entered into an agreement to sell its stock to
Netivation.com, Inc. (Netivation) for $50,000 and common stock in Netivation
valued at $1,264,000. Upon signing the agreement, the stockholders received
$50,000 in cash which is nonrefundable. The sale is contingent upon the
successful completion of an initial public offering of Netivation's common
stock.

F-29
<PAGE>

NETIVATION.COM, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The unaudited pro forma combined balance sheet of Netivation.com at December
31, 1998 gives effect to the acquisitions of The Online Medical Bookstore, LLC
and InterLink Services, Inc. as if they were consummated on December 31, 1998.
The unaudited pro forma combined statement of operations of Netivation.com for
the year ended December 31, 1998 gives effect to the acquisition of The Online
Medical Bookstore, LLC and InterLink Services, Inc. as if they had been
acquired on January 1, 1998.

The unaudited pro forma combined balance sheet and statement of operations
are presented for informational purposes only and do not purport to represent
what the company's financial position and results of operations for the year
ended December 31, 1998 would actually have been had the acquisitions, in fact,
occurred on January 1, 1998, or the company's results of operations for any
future period. The unaudited pro forma combined balance sheet and statement of
operations should be read in conjunction with the Financial Statements and
related notes thereto included elsewhere in this prospectus and the information
set forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

F-30
<PAGE>

NETIVATION.COM, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

DECEMBER 31, 1998

<TABLE>
<CAPTION>
THE
NETIVATION.COM, ONLINE MEDICAL INTERLINK PRO FORMA PRO FORMA
INC. BOOKSTORE, LLC SERVICES, INC. ADJUSTMENTS COMBINED TOTAL
--------------- -------------- -------------- ----------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and short-term
investments............ $2,787 $54 $ 1 $(300)(a)(b) $ 2,542
Accounts receivable..... -- 11 26 -- 37
Subscription receivable
for preferred stock.... 1,183 -- -- -- 1,183
Prepaids and other...... 35 1 -- -- 36
Equipment and furniture,
net.................... 94 3 24 -- 121
Intangible assets....... -- -- -- 3,475(a)(b) 3,475
------ --- ---- ------ -------
Total assets.......... $4,099 $69 $ 51 $3,175 $ 7,394
====== === ==== ====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and
accruals............... $ 363 $71 $ 20 $-- $ 454
Convertible note payable
to stockholder......... 501 -- -- -- 501
Advances from
stockholders........... 95 -- -- -- 95
Line of credit.......... -- -- 11 -- 11
Other long term
liabilities............ 24 -- -- -- 24
Redeemable common stock
option................. 391 -- -- -- 391
------ --- ---- ------ -------
Total liabilities..... 1,374 71 31 -- 1,476
------ --- ---- ------ -------
Preferred stock......... 3,317 -- -- -- 3,317
Subscriptions receivable
for preferred stock.... 1,183 -- -- -- 1,183
Common stock and paid in
capital................ 628 2 34 3,157(a)(b)(c) 3,821
Deficit................. (2,403) (4) (14) 18(c) (2,403)
------ --- ---- ------ -------
Total stockholders'
equity............... 2,725 (2) 20 3,175 5,918
------ --- ---- ------ -------
Total liabilities and
stockholders'
equity............... $4,099 $69 $ 51 $3,175 $ 7,394
====== === ==== ====== =======
</TABLE>

F-31
<PAGE>

NETIVATION.COM, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 1998

<TABLE>
<CAPTION>
The
Online Medical InterLink Pro Forma Pro Forma
Netivation.com, Inc. Bookstore, LLC Services, Inc. Adjustments Combined Total
-------------------- -------------- -------------- ----------- --------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Revenues........................... $ -- $290 $ 329 $ -- $ 619
Cost of revenues................... -- (273) (149) -- (422)
--------- ---- ----- ------- ---------
Gross profit....................... -- 17 180 -- 197
Expenses
Operating expenses
General and administrative....... 837 4 194 123(e) 1,158
Sales and marketing.............. 551 1 4 -- 556
Stock compensation............... 586 -- -- -- 586
Product development.............. 171 -- -- -- 171
Amortization of intangible
assets.......................... -- -- -- 1,158(d) 1,158
--------- ---- ----- ------- ---------
Total operating expenses........... 2,145 5 198 1,281 3,629
--------- ---- ----- ------- ---------
Income (loss) from operations...... (2,145) 12 (18) (1,281) (3,432)
Interest expense................... (183) -- -- -- (183)
--------- ---- ----- ------- ---------
Income (loss) before income taxes.. (2,328) 12 (18) (1,281) (3,615)
Provision for income taxes......... -- -- -- -- --
--------- ---- ----- ------- ---------
Net (loss) income.................. $ (2,328) $ 12 $ (18) $(1,281) $ (3,615)
Preferred stock dividends ......... (14) -- -- -- (14)
--------- ---- ----- ------- ---------
Net income (loss) available to com-
mon stock......................... $ (2,342) $ 12 $ (18) $(1,281) $ (3,629)
========= ==== ===== ======= =========
Basic and diluted net loss per
share ............................ $ (.69) $ (.96)
========= =========
Weighted average shares outstanding
.................................. 3,417,377 3,772,155
========= =========
</TABLE>

F-32
<PAGE>

NETIVATION.COM, INC.

NOTES TO UNAUDITED PRO FORMA

COMBINED BALANCE SHEET AND STATEMENT OF OPERATIONS

December 31, 1998
(Dollars in thousands, except per share data)

1. BASIS OF PRESENTATION

The unaudited pro forma combined balance sheet gives effect to the
acquisitions of The Online Medical Bookstore, LLC and InterLink Services, Inc.
as if they were consummated on December 31, 1998. The pro forma adjustments
are based on consideration exchanged, including the estimated fair value of
assets acquired, liabilities assumed and common stock issued. The actual
adjustments, which will be based on valuations of fair value as of the date of
acquisition, may differ from that made herein.

The pro forma combined statement of operations for the year ended December
31, 1998 gives effect to the acquisition of (1) The Online Medical Bookstore,
LLC and (2) InterLink Services, Inc., as if these entities had been acquired
January 1, 1998. As both entities will be acquired subsequent to December 31,
1998, the results of operations of Netivation for the year ended December 31,
1998 do not include any amount related to these acquisitions.

The pro forma combined financial statements are presented for illustrative
purposes only and should not be construed to be indicative of the actual
combined results of operations as may exist in the future. The pro forma
adjustments are based on the cash and common stock consideration exchanged by
Netivation for the fair value of the assets acquired and liabilities assumed.

The consummation of these acquisitions is dependent upon Netivation
effecting an initial public offering.

2. PRO FORMA ADJUSTMENTS

(a) To record the acquisition of The Online Medical Bookstore, LLC as
follows:

<TABLE>
<S> <C>
Purchase price..................................................... $2,179
Liabilities assumed................................................ (2)
------
Purchase price allocated to goodwill............................... $2,181
======
</TABLE>

The purchase price of The Online Medical Bookstore, LLC is $250 in cash
plus $1,929 of Netivation's common stock based on the price of its common
stock upon the effectiveness of an initial public offering.

(b) To record the acquisition of InterLink Services, Inc. as follows:

<TABLE>
<S> <C>
Purchase price..................................................... $1,314
Net assets acquired................................................ 20
------
Purchase price allocated to goodwill............................... $1,294
======
</TABLE>

The purchase price of InterLink Services, Inc. was $50 in cash plus $1,264
of Netivation's common stock based on the price of its common stock upon the
effectiveness of an initial public offering.

(d) To record goodwill amortization totaling $1,158 based on an excess
purchase price of $3,475. Goodwill is amortized over three years.

(e) To record salary expense totaling $123 for key employees of acquired
companies. This amount represents compensation above historical levels
and is $80 for The Online Medical Bookstore, LLC and $43 for InterLink
Services, Inc.

F-33
<PAGE>

[LOGO OF NETIVATION.COM, INC.
APPEARS HERE]

CAPITOLWATCH.COM

GOVERNET.COM

MEDINEX.COM

VOTENET.COM

<PAGE>

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

[LOGO OF NETIVATION.COM, INC. APPEARS HERE]

2,250,000 SHARES

COMMON STOCK

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

PROSPECTUS

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

EBI SECURITIES CORPORATION

MILLENIUM FINANCIAL GROUP, INC.

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware General Corporation Law, the company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.

The company's Certificate of Incorporation provides for the elimination of
liability for monetary damages for breach of the directors' fiduciary duty of
care to the company and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the company, for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
does not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.

The company intends to enter into indemnity agreements with each of its
directors and executive officers pursuant to which the company will indemnify
each director and executive officer against expenses and losses incurred for
claims brought against them by reason of their being a director or executive
officer of the company, and the company maintains directors' and officers'
liability insurance.

The underwriting agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the underwriters of the company and
its officers and directors for certain liabilities arising under the Securities
Act or otherwise.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than the
underwriting discounts, payable by the company in connection with the sale of
the common stock being registered hereby. All amounts shown are estimates,
except the SEC registration fee, the NASD filing fee and the Nasdaq National
Market listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 7,946.00
NASD filing fee................................................. 3,358.00
Nasdaq National Market listing application fee.................. 5,000.00
Blue Sky fees and expenses...................................... 10,000.00
Printing and engraving expenses................................. 125,000.00
Legal fees and expenses......................................... 300,000.00
Accounting fees and expenses.................................... 150,000.00
Transfer Agent and Registrar fees............................... 10,000.00
Miscellaneous expenses.......................................... 88,696.00
-----------
Total......................................................... $700,000.00
===========
</TABLE>

II-1
<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1, 1996, the company has issued and sold unregistered
securities as follows:

1. During the period, the company authorized the grant of stock options to
employees, consultants, directors and officers of the company as provided
below:

<TABLE>
<CAPTION>
EXERCISE
NUMBER OF PRICE PER
DATE GRANTS SHARE
---- --------- ---------
<S> <C> <C>
June 1998................................................ 125,000 $0.03
August 1998.............................................. 75,000 $0.10
August 1998.............................................. 12,000 $1.25
August 1998.............................................. 62,500 $2.50
January 1999............................................. 77,625 $1.25
January 1999............................................. 86,750 $2.50
March 1999............................................... 15,000 $1.25
March 1999............................................... 25,000 $2.50
------- -----
478,875
=======
</TABLE>

2. During the period, the company sold to employees, consultants, directors
and affiliates of the company an aggregate of 505,000 shares of Common Stock
pursuant to restricted stock purchase agreements.

3. On September 27, 1997, the company issued an aggregate of 2,015,000
shares to two accredited investors in consideration for the transfer of
technology to the company. No value was assigned to the technology as it had no
cost basis and the common stock was deemed to have minimal value.

4. On October 24, 1997 the company issued 150,000 shares of its Common Stock
at a cash price of $.70 per share to one accredited investor.

5. On February 23, 1998, the company issued 105,000 shares of its Common
Stock at a cash price of $1.20 per share to six accredited investors.

6. In March and July 1998, the company issued an aggregate of 150,000 shares
of its Common Stock to one accredited investor in consideration of its entering
into a bridge loan with the company.

7. Commencing in November 1998 and ending in January 1999, the company sold
an aggregate of 2,325,000 shares of its Series A Preferred Stock at a purchase
price of $2.50 per share to accredited investors.

8. In January 1999, the company sold warrants to purchase an aggregate of
258,000 shares of Common Stock at an exercise price of $2.50 per share to 22
accredited and nonaccredited investors.

The sales and issuance of securities in the transactions described in
paragraphs (1) and (2) above were deemed to be exempt from registration under
the Securities Act by virtue of Rule 701 promulgated thereunder in that they
were offered and sold either pursuant to written compensatory benefit plans or
pursuant to a written contract relating to compensation, as provided by Rule
701.

The sales and issuances of securities in the transactions described in
paragraphs (3) through (8) above were deemed to be exempt from registration
under the Securities Act by virtue of Section 4(2) thereof and/or Regulation D
promulgated under the Securities Act. The purchasers in each case represented
their intention to acquire the securities for investment only and not with a
view to the distribution thereof. Appropriate legends

II-2
<PAGE>

are affixed to the stock certificates issued in such transactions. All
recipients either received adequate information about the company or had
access, through employment or other relationships, to such information.

No underwriters were used in connection with these sales and issuances.

Item 27. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1* Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of March 4, 1999, among
Netivation.com, The Online Medical Bookstore, Inc., The Online
Medical Bookstore, LLC and Dr. Daniel Kraft.
2.2 Agreement and Plan of Merger, dated as of March 9, 1999, among
Netivation.com, Netivation Acquisition Company, Inc., InterLink
Services, Inc. and the other parties named therein.
3(i).1 Articles of Incorporation of the company, as amended, as filed
with the Secretary of State of the State of Nevada.
3(i).2 Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware.
3(i).3 Form of Restated Certificate of Incorporation, to be effective
upon the closing of this offering.
3(ii).1 Nevada Bylaws of the company.
3(ii).2 Delaware Bylaws.
3(ii).3 Form of Restated Bylaws, to be effective upon the closing of this
offering.
4.1 Reference is made to Exhibits 3(i).1 through 3(ii).3.
4.2* Specimen stock certificate representing shares of common stock of
the company.
4.3 Form of Warrant for the Purchase of Common Stock to be issued to
the representatives upon the closing of this offering.
5.1* Opinion of Cooley Godward LLP regarding the legality of the
securities being registered.
10.1 1999 Equity Incentive Plan.
10.2 1999 Employee Stock Purchase Plan.
10.3 Irrevocable Non-Qualified Option Agreement, dated as of June 25,
1998, between the company and Idaho Consulting International, as
amended.
10.4 Form of Restricted Stock Purchase Agreement.
10.5 Form of Indemnity Agreement.
10.6 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and Anthony J. Paquin.
10.7 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and Gary S. Paquin.
10.8 Executive Employment Agreement, effective February 25, 1999,
between Netivation.com and Lawrence L. Burch.
10.9 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and David C. Paquin.
10.10 Office Lease Agreement, as amended, dated October 27, 1997,
between Netivation.com and Parkwood Business Properties, Inc.
10.11 Subscription Agreement among the company and the investors named
therein.
10.12 Form of Warrant to Purchase Shares of Preferred Stock.
21.1 Statement re: subsidiaries of the company.
23.1* Consent of Cooley Godward LLP (included in Exhibit 5.1).
23.2 Consent of Moffatt, Thomas, Barrett, Rock & Fields, Chartered.
23.4 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney. Reference is made to II-5.
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.

II-3
<PAGE>

All schedules are omitted because they are inapplicable or the requested
information is shown in the consolidated financial statements of the registrant
or related notes thereto.

Item 28. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer
or controlling person of the small business issuer 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
small business issuer 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

The small business issuer will provide to the underwriters at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

The undersigned small business issuer hereby undertakes to:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer pursuant to Rule
424(b)(1), or (4), or 497(h) under the Securities Act as part of this
Registration Statement as of the time the Commission declared effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that offering of such securities at that time as the initial
bona fide offering of those securities.

(3) 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
Securities 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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

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

(4) For determining liability under the Securities Act, 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.

(5) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-4
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, 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 Coeur d'Alene, State of Idaho, on the 17th day of March, 1999.

NETIVATION.COM, INC.

/s/ Anthony J. Paquin
By: _________________________________
ANTHONY J. PAQUIN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Anthony
J. Paquin and Lawrence L. Burch his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments
or any abbreviated registration statement, and any amendments thereto, filed
pursuant to Rule 462(b) increasing the amount of securities for which
registration is being sought) to the Registration Statement on Form SB-2, and
to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

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

<S> <C> <C>
/s/ Anthony J. Paquin Chairman of Board of March 17, 1999
______________________________________ Directors, President and
ANTHONY J. PAQUIN Chief Executive Officer
(Principal Executive
Officer)

/s/ Gary S. Paquin Chief Marketing Officer, March 17, 1999
______________________________________ Secretary and Director
GARY S. PAQUIN

/s/ Lawrence L. Burch Chief Financial Officer March 17, 1999
______________________________________ and Treasurer (Principal
LAWRENCE L. BURCH Financial and Accounting
Officer)

/s/ Douglas K. Carnahan Director March 17, 1999
______________________________________
DOUGLAS K. CARNAHAN

/s/ T.A. Wahlin Director March 17, 1999
______________________________________
T.A. (DREW) WAHLIN

/s/ Donna L. Weaver Director March 17, 1999
______________________________________
DONNA L. WEAVER

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
1.1* Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of March 4, 1999, among
Netivation.com, The Online Medical Bookstore, Inc., The Online
Medical Bookstore, LLC and Dr. Daniel Kraft.
2.2 Agreement and Plan of Merger, dated as of March 9, 1999, among
Netivation.com, Netivation Acquisition Company, Inc., InterLink
Services, Inc. and the other parties named therein.
3(i).1 Articles of Incorporation of the company, as amended, as filed
with the Secretary of State of the State of Nevada.
3(i).2 Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware.
3(i).3 Form of Restated Certificate of Incorporation, to be effective
upon the closing of this offering.
3(ii).1 Nevada Bylaws of the company.
3(ii).2 Delaware Bylaws.
3(ii).3 Form of Restated Bylaws, to be effective upon the closing of this
offering.
4.1 Reference is made to Exhibits 3(i).1 through 3(ii).3.
4.2* Specimen stock certificate representing shares of common stock of
the company.
4.3 Form of Warrant for the Purchase of Common Stock to be issued to
the representatives upon the closing of this offering.
5.1* Opinion of Cooley Godward LLP regarding the legality of the
securities being registered.
10.1 1999 Equity Incentive Plan.
10.2 1999 Employee Stock Purchase Plan.
10.3 Irrevocable Non-Qualified Option Agreement, dated as of June 25,
1998, between the company and Idaho Consulting International, as
amended.
10.4 Form of Restricted Stock Purchase Agreement.
10.5 Form of Indemnity Agreement.
10.6 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and Anthony J. Paquin.
10.7 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and Gary S. Paquin.
10.8 Executive Employment Agreement, effective February 25, 1999,
between Netivation.com and Lawrence L. Burch.
10.9 Executive Employment Agreement, effective January 1, 1999,
between Netivation.com and David C. Paquin.
10.10 Office Lease Agreement, as amended, dated October 27, 1997,
between Netivation.com and Parkwood Business Properties, Inc.
10.11 Subscription Agreement among the company and the investors named
therein.
10.12 Form of Warrant to Purchase Shares of Preferred Stock.
21.1 Statement re: subsidiaries of the company.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
23.1* Consent of Cooley Godward LLP (included in Exhibit 5.1).

23.2 Consent of Moffatt, Thomas, Barrett, Rock & Fields, Chartered.

23.4 Consent of Arthur Andersen LLP, Independent Public Accountants.

24.1 Power of Attorney. Reference is made to II-5.

27.1 Financial Data Schedule.

</TABLE>

- --------
* To be filed by amendment.

<PAGE>

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement") is entered into as of the
4th day of March, 1999, by and among NETIVATION.COM, INC., a Nevada corporation
("Netivation"), THE ONLINE MEDICAL BOOKSTORE, INC., an Idaho corporation
("Netivation Sub"), THE ONLINE MEDICAL BOOKSTORE, LLC, a Delaware limited
liability company ("Company"), and DR. DANIEL L. KRAFT, M.D. ("Shareholder").

R E C I T A L S :

A. The Shareholder is the holder and owner of all of the issued and
outstanding membership interests of Company (all of such outstanding interests,
the "Shares").

B. Netivation is the owner and holder of all of the issued and outstanding
shares of Netivation Sub.

C. Netivation desires to acquire Company by means of a merger of Company
with and into Netivation Sub, and Shareholder and Company desire the same, upon
the terms and subject to the conditions of the this Agreement.

D. Pursuant to such merger, Netivation Sub will be the surviving
corporation (sometimes referred to herein as the "Surviving Corporation") and
Company will be the merged or disappearing company (sometimes referred to herein
as the "Merged Company");

E. The parties hereto have determined that the proposed merger of Company
with and into Netivation Sub is in the best interests of their respective
entities and owners.

F. Such merger is subject to, among other things, approval by the Boards
of Directors of Netivation and Netivation Sub and the Shareholder as required
under Section 18-209 of the Delaware Limited Liability Company Act (the "DLLCA")
and Part 11 of the Idaho Business Corporation Act (the "IBCA").

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

A G R E E M E N T :

1. The Merger.

1.1 The Merger. At the Effective Time (as defined below) and
subject to and upon the terms of this Agreement, the DLLCA, and the IBCA,
Company shall be merged with and into Netivation Sub (the "Merger"), the
separate company existence of Company shall cease, and Netivation Sub shall
continue as the surviving corporation in accordance with Section 1.4 (the

AGREEMENT AND PLAN OF MERGER - 1
<PAGE>

"Surviving Corporation"). The parties intend that the merger be treated for
federal income tax purposes as a tax-free reorganization under Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended
(the "Code").

1.1.1 Delaware Certificate of Merger. At the Closing, Company and
Netivation Sub shall execute and acknowledge a Delaware Certificate of Merger in
the form of Exhibit 1.1.1 ("Delaware Certificate of Merger") providing for the
Merger pursuant to Section 18-209 of the DLLCA.

1.1.2 Idaho Articles of Merger. At the Closing, Netivation Sub shall
execute and acknowledge Idaho Articles of Merger in the form of Exhibit 1.1.2
("Idaho Articles of Merger") providing for the Merger pursuant to Part 11 of the
IBCA.

1.1.3 Filings. Immediately upon completion of the Closing, Company
and Netivation Sub shall cause the Merger to be consummated by filing or causing
to be filed the Idaho Articles of Merger with the Secretary of State of Idaho
and by filing or causing to be filed the Delaware Certificate of Merger with the
Secretary of State of Delaware, pursuant to Section 30-1-1105 of the IBCA and
Section 18-209 of the DLLCA, respectively.

1.2 Effective Time. The Effective Time of the Merger (the "Effective
Time") shall be the first business day when the Merger is effective under both
the IBCA and the DLLCA.

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided under all applicable provisions of the IBCA and the DLLCA.
Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time:

1.3.1 Shares. All then outstanding Shares shall, by virtue
of the Merger, and without any action on the part of the holder thereof, be
converted into the number of shares of Netivation's common stock (the
"Netivation Stock") equal to One Million Nine Hundred Twenty-eight Thousand Five
Hundred Seventy-one (1,928,571) divided by the per share effective price of
Netivation's common stock upon the effectiveness of Netivation's initial public
offering ("IPO"), subject to the Securities Law Restrictions and the Hold
Restriction, which Netivation Stock, together with Two Hundred Fifty Thousand
Dollars ($250,000), shall constitute the total merger consideration to
Shareholder. The number of shares of the Netivation Stock issuable to the
Shareholder hereunder shall be rounded to the nearest whole share; Netivation
shall not be obligated to issue fractional shares of Netivation Stock and cash
shall not be paid in lieu of fractional shares. Netivation shall pay the
Shareholder Seventy-five Thousand Dollars ($75,000) cash upon the execution of
this Agreement, the receipt of which is hereby acknowledged. Netivation shall
pay the Shareholder the remaining One Hundred Seventy-five Thousand Dollars
($175,000) cash at the Closing.

AGREEMENT AND PLAN OF MERGER - 2
<PAGE>

1.3.2 Other Effects. Any and all assets, rights, privileges,
powers and franchises of Netivation Sub and the Company, individually and
collectively, shall vest in the Surviving Corporation, and any and all debts,
liabilities, duties and obligations of Netivation Sub and the Company,
individually and collectively, shall vest in, be deemed to be assumed by and
become debts, liabilities, duties and obligations of the Surviving Corporation.

1.4 The Surviving Corporation.

1.4.1 Articles of Incorporation. The Articles of Incorporation of
Netivation Sub as in effect at the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation, until thereafter amended as provided
by Law and such Certificate.

1.4.2 Bylaws. The Bylaws of Netivation Sub as in effect at the
Effective Time shall be the Bylaws of the Surviving Corporation, until
thereafter amended as provided by Law, the Articles of Incorporation of the
Surviving Corporation and such Bylaws.

1.4.3 Directors and Officers. Promptly following the Effective Time,
the individuals listed on Exhibit 1.4.3 shall be elected as the directors and
officers of the Surviving Corporation.

1.4.4 Surrender. At the Closing, the Merged Company shall surrender
its membership registry, minute book and company seal, if any, to the Surviving
Corporation. At the Effective Time the membership transfer books of the Merged
Company shall be closed, and there shall be no registration of transfers of
membership interests of the Merged Company thereafter.

1.4.5 No Transfers. There shall be no further registration or
transfers of the Shares on the transfer books of the Surviving Corporation of
the Shares which were outstanding immediately prior to the Effective Time. If,
after the Effective Time, certificates are presented to the Surviving
Corporation for any reason, they shall be cancelled in consideration of the
payment of the appropriate number of shares of Netivation Stock as provided
herein, except as otherwise provided by Law.

1.5 Additional Actions. If, at any time after the Closing, the Surviving
Corporation shall consider or be advised that any further assignments or
assurances in law or any other acts are necessary or desirable to (a) vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation its
rights, title or interest in, to or under any of the rights, properties or
assets of the Merged Company acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger, or (b) otherwise
carry out the purposes of this Agreement and the transactions contemplated
hereby, the Merged Company shall be deemed to have granted to the Surviving
Corporation an irrevocable power of attorney to execute and deliver all such
proper deeds, assignments, novations and assurances in law and to do all acts
necessary or proper to vest, perfect or confirm title to and possession of such
rights, properties or assets in the Surviving Corporation and

AGREEMENT AND PLAN OF MERGER - 3
<PAGE>

otherwise to carry out the purpose of this Agreement and the transactions
contemplated hereby; and the proper officers and directors of the Surviving
Corporation are fully authorized in the name of the Merged Company or otherwise
to take any and all such actions.

1.6 [Intentionally Blank.]

1.7 Securities Law Restrictions and Hold Restriction. "Securities Law
Restrictions" means restrictions applicable to shares of the Netivation Stock by
virtue of the fact that such shares of Netivation common stock will not be
registered under the Securities Act and applicable state "Blue Sky" laws at or
after the time of issuance, and must be held indefinitely unless or until (a)
they are sold to Netivation, (b) they are subsequently registered under the
Securities Act of 1933 and applicable state "Blue Sky" laws or (c) an exemption
from such registration is available for any subsequent sale or distribution. The
"Hold Restriction" means the Netivation Stock may be restricted as determined by
the managing underwriter of Netivation's IPO, provided, however, such
restrictions shall be no more restrictive than those imposed upon Netivation's
common stock held by any of Netivation's officers and, in any event, shall
expire no later than one (1) year after the effective date of the IPO. At least
ninety (90) days prior to the expiration of any resale restrictions imposed by
the underwriter, Netivation shall commence the process of registering the
Netivation Stock under the Securities Act of 1933 and shall use its best efforts
to conclude such registration as soon thereafter as possible.

2. Representations and Warranties of the Company and Shareholder.
As a material inducement to Netivation to enter into this Agreement,
Shareholder and the Company, jointly and severally, represent and warrant that:

2.1 Organization and Power. The Company is a limited liability
company duly organized and validly existing under the laws of the state of
Delaware and the Company is qualified to do business in every jurisdiction in
which its ownership of property or conduct of business requires it to qualify.
The Company has all requisite power and authority and all material licenses,
permits, and authorizations necessary to own and operate its properties and to
carry on its business as now conducted. The copies of the Company's certificate
of formation and operating agreement that have been furnished to Netivation's
counsel reflect all amendments made thereto at any time prior to the date of
this Agreement and are correct and complete.

2.2 Shares and Related Matters. All membership interests of the
Company are owned, beneficially and of record, by Shareholder. The Company has
not agreed, orally or in writing, to issue any additional interests, nor does it
have outstanding, nor has it agreed, orally or in writing, to issue, any options
or rights to purchase or otherwise acquire any additional interests. The
Company is not subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any membership interests. The Company has not
violated any applicable securities laws or regulations in connection with the
offer or sale of its securities. All of the outstanding membership interests of
the Company are validly issued, fully paid, and nonassessable. Shareholder has,
and at the Effective Time, Netivation will have, good and marketable title to
the

AGREEMENT AND PLAN OF MERGER - 4
<PAGE>

Shares, free and clear of all security interests, liens, encumbrances, or
other restrictions or claims, subject only to restrictions as to marketability
imposed by securities laws.

2.3 Subsidiaries. The Company does not own or hold any rights
to acquire any shares of stock or any other security or interest in any other
corporation or entity.

2.4 Conduct of Business; Liabilities. The Company is not in
default under, and no condition exists that with notice or lapse of time would
constitute a default of the Company under (i) any mortgage, loan agreement,
evidence of indebtedness, or other instrument evidencing borrowed money to which
the Company is a party or by which the Company or the properties of the Company
are bound or (ii) any judgment, order, or injunction of any court, arbitrator,
or governmental agency that would reasonably be expected to affect materially
and adversely the business, financial condition, or results of operations of the
Company taken as a whole.

2.5 Financial Statements. The unaudited balance sheet of the
Company as of December 31, 1998, in the form attached to this Agreement as
Exhibit 2.5(A) and the income statement for the period ending December 31, 1998,
in the form attached to this Agreement as Exhibit 2.5(B) (collectively the
"December 31, 1998, Financial Statements"), fairly presents the financial
position of the Company as at December 31, 1998. Except as contemplated by or
permitted under this Agreement, there are no adjustments that would be required
on review of the December 31, 1998, Financial Statements that would,
individually or in the aggregate, have a material negative effect upon the
Company's reported financial condition.

2.6 No Undisclosed Liabilities. Except for (i) liabilities and
obligations incurred in the ordinary course of business since December 31, 1998,
("Statement Date"), and (ii) liabilities or obligations described in Schedule
2.6, neither the Company nor any of the property of the Company is subject to
any material liability or obligation.

2.7 Absence of Certain Changes. Except as contemplated or
permitted by this Agreement, since the Statement Date there has not been:

2.7.1 Any material adverse change in the business, financial
condition, operations, or assets of the Company;

2.7.2 Any damage, destruction, or loss, whether covered by
insurance or not materially adversely affecting the properties or business of
the Company;

2.7.3 Any sale or transfer by the Company of any tangible or
intangible asset other than in the ordinary course of business, any mortgage or
pledge or the creation of any security interest, lien, or encumbrance on any
such asset, or any lease of property, including equipment, other than tax liens
with respect to taxes not yet due and contract rights of customers in inventory;

AGREEMENT AND PLAN OF MERGER - 5
<PAGE>

2.7.4 Any declaration, setting aside, or payment of a
distribution in respect of or the redemption or other repurchase by the Company
of any membership interests in the Company;

2.7.5 Any material transaction not in the ordinary course of
business of the Company;

2.7.6 The lapse of any material trademark, assumed name, trade
name, service mark, copyright, or license or any application with respect to the
foregoing;

2.7.7 The grant of any increase in the compensation of officers
or employees (including any such increase pursuant to any bonus, pension,
profit-sharing, or other plan) other than customary increases on a periodic
basis or required by agreement or understanding in the ordinary course of
business and in accordance with past practice;

2.7.8 The discharge or satisfaction of any material lien or
encumbrance or the payment of any material liability other than current
liabilities in the ordinary course of business;

2.7.9 The making of any material loan, advance, or guaranty
to or for the benefit of any person except the creation of accounts receivable
in the ordinary course of business; or

2.7.10 An agreement to do any of the foregoing.

2.8 ERISA and Related Matters. Schedule 2.8 sets forth a description
of all "Employee Welfare Benefit Plans" and "Employee Pension Benefit Plans" (as
defined in (S)(S) 3(1) and 3(2), respectively, of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are
or have been maintained or contributed to by the Company. Except as listed on
Schedule 2.8, the Company does not maintain any retirement or deferred
compensation plan, savings, incentive, membership interest purchase plan,
unemployment compensation plan, vacation pay, severance pay, bonus or benefit
arrangement, insurance or hospitalization program or any other fringe benefit
arrangement for any employee, consultant or agent of the Company, whether
pursuant to contract, arrangement, custom or informal understanding, which does
not constitute an "Employee Benefit Plan" (as defined in (S) 3(3) of ERISA), for
which the Company may have any ongoing material liability after Closing. The
Company does not maintain nor has it ever contributed to any Multiemployer Plan
as defined by (S) 3(37) of ERISA. The Company does not currently maintain any
Employee Pension Benefit Plan subject to Title IV of ERISA. There have been no
"prohibited transactions" (as described in (S) 406 of ERISA or (S) 4975 of the
Code) with respect to any Employee Pension Benefit Plan or Employee Welfare
Benefit Plan maintained by the Company as to which the Company has been a party.
As to any employee pension benefit plan listed on Schedule 2.8 and subject to
Title IV of ERISA, there have been no reportable events (as such term is defined
in (S) 4043 of ERISA).

AGREEMENT AND PLAN OF MERGER - 6
<PAGE>

2.9 Litigation. There are no material actions, suits, proceedings,
orders, investigations, or claims pending or, to the Shareholder's and the
Company's knowledge, overtly threatened against the Company or any property of
the Company, at law or in equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality; the Company is not
subject to any arbitration proceedings under collective bargaining agreements or
otherwise or, to Shareholder's and the Company's knowledge, any governmental
investigations or inquiries; and, to the knowledge of Shareholder and the
Company, there is no basis for any of the foregoing.

2.10 Tax Matters. The Company has prepared in a substantially
correct manner and has filed all federal, state, local, and foreign tax returns
and reports heretofore required to be filed by it and has paid all taxes shown
as due thereon. No taxing authority has asserted any deficiency in the payment
of any tax or informed the Company that it intends to assert any such deficiency
or to make any audit or other investigation of the Company for the purpose of
determining whether such a deficiency should be asserted against the Company.
The Company has elected to be taxed as a Subchapter S corporation.

2.11 Compliance with Laws. To the Shareholder's knowledge, the Company
is, in the conduct of its business, in substantial compliance with all laws,
statutes, ordinances, regulations, orders, judgments, or decrees applicable to
them, the enforcement of which, if the Company was not in compliance therewith,
would have a materially adverse effect on the business of the Company, taken as
a whole. Neither Shareholder nor the Company have received any notice of any
asserted present or past failure by the Company to comply with such laws,
statutes, ordinances, regulations, orders, judgments, or decrees.

2.12 No Brokers. There are no claims for brokerage commissions,
finders' fees, or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement binding
upon any of the parties hereto.

2.13 Insurance. Schedule 2.13 contains a list of each insurance
policy maintained by the Company with respect to its properties, assets, and
businesses, and each such policy is in full force and effect. The Company is
not in material default with respect to its obligations under any such policy
maintained by it. Neither Shareholder nor the Company has been notified of the
cancellation of any of the insurance policies listed on Schedule 2.13 or of any
material increase in the premiums to be charged for such insurance policies.

2.14 Employees and Labor Relations Matters. Except as provided in this
Agreement:

2.14.1 Neither Shareholder nor the Company is aware that any
executive or key employee of the Company or any group of employees of the
Company has any plans to terminate employment with the Company;

AGREEMENT AND PLAN OF MERGER - 7
<PAGE>

2.14.2 To the Shareholder's knowledge, the Company has
substantially complied in all material respects with all labor and employment
laws, including provisions thereof relating to wages, hours, equal opportunity,
collective bargaining, Americans With Disabilities Act, and the payment of
social security and other taxes;

2.14.3 There is no unfair labor practice charge, complaint, or
other action against the Company pending or, to Shareholder's and the Company's
knowledge, threatened before the National Labor Relations Board and the Company
is not subject to any order to bargain by the National Labor Relations Board;

2.14.4 No questions concerning representation have been raised
or, to Shareholder's and the Company's knowledge, are threatened with respect to
employees of the Company;

2.14.5 No grievance that might have a material adverse effect
on the Company and no arbitration proceeding arising out of or under any
collective bargaining agreement is pending and, to the knowledge of Shareholder
and the directors and responsible officers of the Company, no basis exists for
any such grievance or arbitration proceeding; Company has no collective
bargaining or union contracts agreement in effect or being negotiated; and

2.14.6 To the knowledge of Shareholder and the directors and
responsible officers of the Company, no employee of the Company is subject to
any noncompetition, nondisclosure, confidentiality, employment, consulting, or
similar agreements with persons other than the Company relating to the present
business activities of the Company; there is no labor strike, dispute, request
for representation, slowdown, or stoppage pending or, to Shareholder's and the
Company's knowledge, threatened against the Company.

2.15 Disclosure. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates, or other items
prepared or supplied to Netivation by or on behalf of the Company or Shareholder
with respect to this purchase contain any untrue statement of a material fact or
omit a material fact necessary to make each statement contained herein or
therein not misleading. Shareholder has not intentionally concealed any fact
known by Shareholder to have a material adverse effect upon the Company's
existing or expected financial condition, operating results, assets, customer
relations, employee relations, or business prospects taken as a whole.

2.16 Power of Attorney. No material power of attorney or similar
authorization given by the Company is presently in effect.

2.17 Accounts Receivable. All accounts receivable of the Company
reflected in the December 31, 1998, Financial Statements represent bona fide
sales actually made in the ordinary course of business.

AGREEMENT AND PLAN OF MERGER - 8
<PAGE>

2.18 Agreements and Commitments. Schedule 2.18 contains a complete and
accurate list of each agreement, contract, instrument, and commitment (including
license agreements) to which the Company is a party that provides for payments
in excess of $5,000 per year or whose term is in excess of one year and is not
cancelable upon 30 or fewer days' notice without any liability, penalty, or
premium, other than a nominal cancellation fee or charge ("Third Party
Agreements"). Company is not in material default under any Third Party
Agreements, nor, to Shareholder's and the Company's knowledge, does there exist
any event that, with notice or the passage of time or both, would constitute a
material default or event of default by the Company under any Third Party
Agreements.

2.19 Personal Property. Without material exception, Schedule 2.19
contains lists of all tangible personal property and assets owned or held by the
Company and used or useful in the conduct of the business of the Company. Except
as set forth in Schedule 2.19, the Company owns and has good title to such
properties and none of such properties is subject to any security interest,
mortgage, pledge, conditional sales agreement, or other lien or encumbrance
(except for liens for current taxes, assessments, charges, or other governmental
levies not yet due and payable). The Company has delivered to Netivation copies
of all leases and other agreements relating to property described in Schedule
2.19 (including any and all amendments and other modifications to such leases
and other agreements) all of which are valid and binding, and the Company is not
in material default under any such leases or agreements. Except as set forth in
Schedule 2.19 and to the Shareholder's knowledge, all material properties listed
therein are generally in good operating condition and repair (ordinary wear and
tear excepted), are performing satisfactorily, and are available for immediate
use in the conduct of the business and operations of the Company. To the
Shareholder's knowledge, all such tangible personal property is in compliance in
all material respects with all applicable statutes, ordinances, rules, and
regulations. The properties listed in Schedule 2.19 include substantially all
such properties necessary to conduct the business and operations of the Company
as now conducted.

2.20 Real Property. Schedule 2.20 contains a list of all real
property currently leased by the Company and used or useful in the conduct of
the business operations of the Company. The Company owns no real property.
Shareholder has delivered to Netivation copies of all leases listed in Schedule
2.20 (including any and all amendments and other modifications of such leases),
which leases are valid and binding. To the Shareholder's knowledge, the Company
is not in material default under any such leases. To the Shareholder's
knowledge, all property listed in Schedule 2.20 (including improvements thereon)
is in satisfactory condition and repair consistent with its present use and is
available for immediate use in the conduct of the business of the Company.
Except as set forth in Schedule 2.20 and to the Shareholder's knowledge, none of
the property listed in Schedule 2.20 or subject to leases listed in Schedule
2.20 violates in any material respect any applicable building or zoning code or
regulation of any governmental authority having jurisdiction. The property and
leases described in Schedule 2.20 include all such property or property
interests necessary to conduct the business and operations of the Company as
they are presently conducted.

2.21 Personnel. Schedule 2.21 sets forth a true and complete list of:

AGREEMENT AND PLAN OF MERGER - 9
<PAGE>

2.21.1 The names, title, and current salaries of all
officers of the Company;

2.21.2 [Intentionally blank];

2.21.3 The wage rates (or ranges, if applicable) for each
class of exempt and nonexempt, salaried and hourly employees of the Company;

2.21.4 All scheduled or contemplated increases in
compensation or bonuses; and

2.21.5 All scheduled or contemplated employee promotions.

2.22 Patents, Trademarks, Trade Names, Etc. Schedule 2.22
contains an accurate and complete list of all patents, trademarks, tradenames,
service marks, and copyrights, and all applications therefor, presently owned or
held subject to license by the Company and, to the Company's knowledge, the use
thereof by the Company does not materially infringe on any patents, trademarks,
or copyrights or any other rights of any person. To Shareholder's and the
Company's knowledge, the Company has not operated and is not operating its
business in a manner that infringes the proprietary rights of any other person
in any patents, trademarks, trade names, service marks, copyrights, or
confidential information. Except as set forth in Schedule 2.22, the Company has
not received any written notice of any infringement or unlawful use of such
property.

2.23 Merger. The merger contemplated by this Agreement shall be
valid under Delaware law when consummated in accordance with the terms of this
Agreement.

3. Representations and Warranties of Netivation and Netivation Sub.
As a material inducement to Shareholder to enter into this Agreement, Netivation
and Netivation Sub hereby represent and warrant to Shareholder as follows:

3.1 Organization; Power. Netivation is a corporation duly
incorporated and validly existing under the laws of the state of Nevada and
Netivation Sub is a corporation duly incorporated and validly existing under the
laws of the state of Idaho, and each has all requisite corporate power and
authority to enter into this Agreement and perform its obligations hereunder.

3.2 Authorization. The execution, delivery, and performance by
Netivation and Netivation Sub of this Agreement and all other agreements
contemplated hereby to which either is a party have been duly and validly
authorized by all necessary corporate action of Netivation and Netivation Sub,
and this Agreement and each such other agreement, when executed and delivered by
the parties thereto, will constitute the legal, valid, and binding obligation of
Netivation and Netivation Sub enforceable against each of them in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, and similar statutes affecting creditors' rights
generally and judicial limits on equitable remedies.

AGREEMENT AND PLAN OF MERGER - 10
<PAGE>

3.3 No Conflict with Other Instruments or Agreements. The execution,
delivery, and performance by Netivation and Netivation Sub of this Agreement and
all other agreements contemplated hereby to which either is a party will not
result in a breach or violation of, or constitute a default under, the Articles
of Incorporation or Bylaws or any material agreement to which either is a party
or by which either is bound.

3.4 Litigation. There are no actions, suits, proceedings, or
governmental investigations or inquiries pending or, to the knowledge of
Netivation or Netivation Sub, threatened against Netivation or Netivation Sub or
its properties, assets, operations, or businesses that might delay, prevent, or
hinder the consummation of this purchase.

3.5 Investment Representations.

3.5.1 During the course of the negotiation of this Agreement,
Netivation and Netivation Sub have reviewed all information provided to it by
the Company and has had the opportunity to ask questions of and receive answers
from representatives of the Company concerning the Company and this merger, and
to obtain certain additional information requested by Netivation or Netivation
Sub.

3.5.2 Netivation and Netivation Sub understand that the Shares
have not been registered under the Securities Act of 1933 ("1933 Act"), or under
any state securities law.

3.6 Principal Place of Business. Netivation's and Netivation Sub's
principal places of business are at Coeur d'Alene, Idaho.

3.7 Scope of Current Business Operations. As of the date of this
Agreement, Netivation's primary business operations consist of the activities
listed on Schedule 3.7 attached hereto.

3.8 Tax Representations.

3.8.1 Netivation Sub will acquire at least 90 percent of the
fair market value of the net assets and at least 70 percent of the fair market
value of the gross assets held by the Company immediately prior to the Merger.
For purposes of this representation, amounts used by the Company to pay
reorganization expenses and all redemptions and distributions (except for
regular, normal dividends) made by the Company immediately preceding the Merger
will be included as assets of the Company held immediately prior to the Merger.

3.8.2 Prior to the Merger, Netivation will be in control of
Netivation Sub within the meaning of Section 368(c) of the Code.

AGREEMENT AND PLAN OF MERGER - 11
<PAGE>

3.8.3 Following the Merger, Netivation Sub will not issue additional
shares of its stock that would result in Netivation losing control of Netivation
Sub within the meaning of Section 368(c) of the Code.

3.8.4 Netivation has no plan or intention to reacquire any of its
stock issued in the Merger.

3.8.5 Neither Netivation nor Netivation Sub has any plan or intention
to sell or otherwise dispose of any of the assets acquired from the Company
(except for sales and dispositions made in the ordinary course of business or
transfers described in Section 368(a)(2)(C)). Neither Netivation nor Netivation
Sub has any plan or intention to liquidate Netivation Sub, to merge or
consolidate Netivation Sub with or into another corporation (except as
contemplated by the Agreement), or to sell or otherwise dispose of the stock of
Netivation Sub.

3.8.6 Following the Merger, Netivation Sub will continue the historic
business of the Company or use a significant portion of the Company's business
assets in a business.

3.8.7 No stock of Netivation Sub will be issued in the Merger.

3.8.8 There is no intercompany indebtedness existing between
Netivation and the Company or between Netivation Sub and the Company that was
issued, acquired, or will be settled at a discount.

3.8.9 Neither Netivation nor Netivation Sub is an investment company
as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

3.8.10 None of the compensation for services rendered received by any
member-employee of the Company will be accounted for as separate consideration
for, or allocable to, any part of the member's interest in the Company; none of
the Purchaser Stock received by any member-employee will be accounted for as
separate consideration for, or allocable to, any employment agreement or
services performed or to be performed; and the compensation paid to any member-
employee will be accounted for as services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arms's length for
similar services.

3.8.11 Netivation and Netivation Sub will treat the Merger as a
reorganization pursuant to Sections 368(a)(1)(A) and (a)(2)(D) of the Internal
Revenue Code.

3.8.12 Netivation has a business purpose for the Merger which is
"germane to the continuance of the business" of Netivation within the meaning of
Treasury Regulation (S) 1.368-2(g).

3.8.13 Netivation Sub has no outstanding options, warrants or
convertible securities.

AGREEMENT AND PLAN OF MERGER - 12
<PAGE>

3.8.14 Netivation is a corporation for United States federal
income tax purposes.

3.8.15 Netivation will provide to the Company and the former
members of the Company on a timely basis all the information necessary to comply
with all of the reporting requirements arising out of the Merger, including but
not limited to federal income tax reporting requirements.

3.9 Netivation Stock. Upon issuance and delivery of the
Netivation Stock to Shareholder, such shares will be duly and validly issued,
fully paid and nonassessable, and Shareholder will have good and marketable
title to the Netivation Stock, free and clear of all security interests, liens,
encumbrances, or other restrictions or claims, other than resale restrictions
imposed by law and by Netivation's managing underwriter.

3.10 Merger. The merger contemplated by this Agreement shall be
valid under Idaho law when consummated in accordance with the terms of this
Agreement.

4. Conduct of the Company's Business Pending the Closing. From the
date hereof until the Closing, and except as otherwise consented to or approved
by Netivation, Shareholder and the Company covenant and agree with Netivation as
follows:

4.1 Regular Course of Business. The Company will operate its business
in accordance with the reasonable judgment of its management diligently and in
good faith, consistent with past management practices, and the Company will use
its best efforts to keep available the services of present officers and
employees (other than planned retirements) and to preserve its present
relationships with persons having business dealings with it. Shareholder will
confer with Netivation concerning operational matters of a material nature and
will otherwise report periodically to Netivation concerning the status of the
business, operations, and finances of the Company.

4.2 Distributions. The Company will not declare, pay, or set aside for
payment any distribution to members.

4.3 Capital Changes. The Company will not issue any membership
interests, or issue or sell any securities convertible into, or exchangeable
for, or options, warrants to purchase, or rights to subscribe to, any membership
interests or subdivide or in any way reclassify any membership interests,
cancel, or redeem any such membership interests.

4.4 Assets. The assets, property, and rights now owned by the Company
will be used, preserved, and maintained, as far as practicable, in the ordinary
course of business, to the same extent and in the same condition as said assets,
property, and rights are on the date of this Agreement, and no unusual or novel
methods of manufacture, purchase, sale, management, or operation of said
properties or business or accumulation or valuation of inventory will be made or
instituted. Without the prior consent of Netivation, the Company will not
encumber any of its assets

AGREEMENT AND PLAN OF MERGER - 13
<PAGE>

or make any commitments relating to such assets, property, or business, except
in the ordinary course of its business.

4.5 Insurance. The Company will keep or cause to be kept in effect and
undiminished the insurance now in effect on its various properties and assets,
and will purchase such additional insurance, at Netivation's cost, as Netivation
may request.

4.6 Employees. The Company will not grant to any employee any
promotion, any increase in compensation, or any bonus or other award other than
promotions, increases, or awards that are regularly scheduled in the ordinary
course of business or contemplated on the date of this Agreement.

4.7 No Violations. The Company will comply in all material respects
with all statutes, laws, ordinances, rules, and regulations applicable to it in
the ordinary course of business.

4.8 Public Announcements. No press release or other announcement to
the employees, customers, or suppliers of the Company related to this Agreement
or this purchase will be issued without the joint approval of the parties,
unless required by law, in which case Netivation and Shareholder will consult
with each other regarding the announcement.

4.9 Assignments and Consents. The Company will obtain all necessary
assignments and consents with respect to all agreements and contracts of the
Company.

4.10 Shareholder Approval. The Company will obtain approval by the
Company's sole member, Shareholder, of the transactions provided for in this
Agreement.

5. Covenants of the Company and Shareholder. Company and Shareholder
covenant and agree with Netivation as follows:

5.1 Satisfaction of Conditions. The Company will use reasonable
efforts to obtain as promptly as practicable the satisfaction of the conditions
to Closing set forth in Section 8 and any necessary consents or waivers under or
amendments to agreements by which the Company is bound. If any such consent or
approval is not obtained, the Company will use commercially reasonable efforts
to secure an arrangement reasonably satisfactory to Netivation intended to
provide for Netivation following the Closing the benefits under each contract or
agreement for which such consent or approval is not obtained.

5.2 Supplements to Schedules. From time to time prior to the Closing,
Shareholder and the Company will promptly supplement or amend the Schedules with
respect to any matter hereafter arising that, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described in
any Schedule and will promptly notify Netivation of any breach by either of them
that either of them discovers of any representation, warranty, or covenant
contained in this Agreement. No supplement or amendment of any Schedule made
pursuant to this

AGREEMENT AND PLAN OF MERGER - 14
<PAGE>

section will be deemed to cure any breach of any representation of or warranty
made in this Agreement unless Netivation specifically agrees thereto in writing;
provided, however, that if this purchase is closed, Netivation will be deemed to
have waived its rights with respect to any breach of a representation, warranty,
or covenant or any supplement to any Schedule of which it shall have been
notified pursuant to this Section 5.2.

5.3 No Solicitation. Until the Closing or termination pursuant
to Section 11 of this Agreement, neither Shareholder nor the Company, nor any of
their respective officers, employees, or agents shall, directly or indirectly,
encourage, solicit, initiate, or enter into any discussions or negotiations
concerning any disposition of any of the membership interests or all or
substantially all of the assets of the Company (other than pursuant to this
Agreement), or any proposal therefor, or furnish or cause to be furnished any
information concerning the Company to any party in connection with any
transaction involving the acquisition of the membership interests or assets of
the Company by any person other than Netivation. Shareholder or the Company
will promptly inform Netivation of any inquiry (including the terms thereof and
the person making such inquiry) received by any responsible officer of the
Company or Shareholder after the date hereof and believed by such person to be a
bona fide, serious inquiry relating to any such proposal.

5.4 Action After the Closing. Upon the reasonable request of any
party hereto after the Closing, any other party will take all action and will
execute all documents and instruments necessary or desirable to consummate and
give effect to this merger. These include, by way of illustration and not by way
of limitation, the following:

5.4.1 Various conditions relating to filing, payment, and
collecting of refunds relating to taxes;

5.4.2 [Intentionally omitted];

5.4.3 Provisions relating to delivery of Company books and
records;

5.4.4 Provisions relating to treatment of confidential
proprietary information obtained in the merger process; and if Netivation is
concerned that Shareholder is not getting company approval in due time (or vice
versa), the following covenant may be considered.

5.5 Access to Records. Pending the Closing, Shareholder and the
Company will give Netivation, or its agents or representatives, access to the
books, records, and assets of the Company.

5.6 Reorganization. Neither the Company nor Shareholder has taken, or
will take any action after the date hereof, reasonably knowing that it has
caused, or will cause the Merger to fail to qualify as a tax-free reorganization
under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code.
Neither the Company nor any Shareholder has failed to take, or will

AGREEMENT AND PLAN OF MERGER - 15
<PAGE>

fail to take, any action reasonably knowing that it would have caused or will
cause the Merger to qualify as a tax-free reorganization under Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code.

6. [Intentionally Blank.]
7. Netivation's Covenants.

7.1 Capital Infusion. During the twelve-month period commencing
on the Closing, Netivation shall provide Five Hundred Thousand Dollars
($500,000) to the Netivation Sub for its working capital requirements. The Five
Hundred Thousand Dollars ($500,000) need not be infused all at once, and
Netivation's board of directors shall determine the times at which infusions
will be made.

7.2 Reorganization. Neither Netivation nor any of its subsidiaries
has taken, or will take any action after the date hereof, reasonably knowing
that it has caused, or will cause the Merger to fail to qualify as a tax-free
reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of
the Code. Neither Netivation nor any of its subsidiaries has failed to take, or
will fail to take, any action reasonably knowing that it would have caused or
will cause the Merger to qualify as a tax-free reorganization under Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code.

8. Conditions Precedent to the Obligations of Netivation. Each and
every obligation of Netivation under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:

8.1 Representations and Warranties; Performance. Each of the
representations and warranties made by the Company and Shareholder herein will
be true and correct in all material respects as of the Closing with the same
effect as though made at that time except for changes contemplated, permitted,
or required by this Agreement; Shareholder and the Company will have performed
and complied with all agreements, covenants, and conditions required by this
Agreement to be performed and complied with by them prior to the Closing; and
Netivation will have received, at the Closing, a certificate of the Company and
Shareholder, in the form attached hereto as Exhibit 8.1, stating that each of
the representations and warranties made by the Company and Shareholder herein
are true and correct in all material respects as of the Closing except for
changes contemplated, permitted, or required by this Agreement and that
Shareholder and the Company have performed and complied with all agreements,
covenants, and conditions required by this Agreement to be performed and
complied with by them prior to the Closing.

8.2 Litigation. No material action, suit, or proceeding before any
court, governmental or regulatory authority will have been commenced and be
continuing, and no investigation by any governmental or regulatory authority
will have been commenced and be continuing, and no action, investigation, suit,
or proceeding will be threatened at the time of Closing, against Shareholder,
the Company, or Netivation or any of their affiliates, associates, officers, or

AGREEMENT AND PLAN OF MERGER - 16
<PAGE>

directors, seeking to restrain, prevent, or change this purchase, questioning
the validity or legality of this purchase, or seeking damages in connection with
this purchase.

8.3 Legal Opinion. Netivation will have received an opinion of
Shareholder's legal counsel, in substantially the form attached hereto as
Exhibit 8.3.

8.4 Material Change. From the date of this Agreement to the
Closing, the Company shall not have suffered any material adverse change
(whether or not such change is referred to or described in any supplement to any
Exhibit or Schedule to this Agreement) in its business prospects, financial
condition, working capital, assets, liabilities (absolute, accrued, contingent,
or otherwise), or operations.

8.5 [Intentionally Blank.]

8.6 [Intentionally Blank.]

8.7 [Intentionally Blank.]

8.8 Employment Agreement. An employment agreement in the form
attached hereto as Exhibit 8.8 shall have been entered into with Shareholder.

9. Conditions Precedent to the Obligations of the Company and
Shareholder. Each and every obligation of Shareholder and the Company under
this Agreement is subject to the satisfaction, at or before the Closing, of each
of the following conditions:

9.1 Representations and Warranties; Performance. Each of the
representations and warranties made by Netivation herein will be true and
correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted, or required
by this Agreement; Netivation will have performed and complied with all
agreements, covenants, and conditions required by this Agreement to be performed
and complied with by it prior to the Closing; and Shareholder will have
received, at the Closing, a certificate of Netivation, signed by the President
of Netivation, in the form attached hereto as Exhibit 9.1, stating that each of
the representations and warranties made by Netivation herein is true and correct
in all material respects as of the Closing except for changes contemplated,
permitted, or required by this Agreement and that Netivation has performed and
complied with all agreements, covenants, and conditions required by this
Agreement to be performed and complied with by it prior to the Closing.

9.2 No Proceeding or Litigation. No action, suit, or proceeding
before any court (other than suits seeking monetary damages only and in the
aggregate sum of less than $10,000) and any governmental or regulatory authority
will have been commenced and be continuing, and no investigation by any
governmental or regulatory authority will have been commenced and be continuing,
and no action, investigation, suit, or proceeding will be threatened at the time
of Closing,

AGREEMENT AND PLAN OF MERGER - 17
<PAGE>

against Shareholder, the Company, or Netivation or any of their affiliates,
associates, officers, or directors, seeking to restrain, prevent, or change this
purchase, questioning the validity or legality of this purchase, or seeking
damages in connection with this purchase.

9.3 Employment Agreement with Lisa Kraft. Netivation shall have
offered to employ Lisa Kraft on the terms of the form attached hereto as Exhibit
9.3.

10. Deliveries Upon Signing; Closing.

10.1 Netivation's Deliveries. Upon the execution of this
Agreement, Netivation shall deliver the following:

A. to Shareholder, a copy, certified by an officer of Netivation
and Netivation Sub, of the resolutions of Netivation and Netivation Sub
authorizing the execution, delivery, and performance of this Agreement; and

B. to Shareholder, Seventy-Five Thousand Dollars ($75,000)
in immediately available funds.

10.2 Shareholder's Deliveries. Upon the execution of this
Agreement, Shareholder shall deliver to Netivation the following:

A. the certificate of formation and all amendments thereto and
restatements thereof of the Company certified by the official having custody
over corporate records in the jurisdiction of the Company's organization;

B. the current operating agreement and minutes of all meetings
and consents of members of the Company;

C. each certificate of qualification to do business as a foreign
entity of the Company;

D. all membership interest transaction records of the Company;

E. a certificate of the Secretary or equivalent officer of the
Company as to the accuracy, currency, and completeness of each of the above
documents, the incumbency and signatures of officers of the Company, the absence
of any amendment to the charter documents of the Company, and the absence of any
proceeding for dissolution or liquidation of the Company; and

F. Uniform Commercial Code, judgment and lien searches from the
appropriate county and state agencies showing all liens against assets, which
searches shall be conducted not more than ten (10) days prior to the execution
of this Agreement.

AGREEMENT AND PLAN OF MERGER - 18
<PAGE>

10.3 Pre-closing Certificates. At any time prior to the Closing
as Netivation's managing underwriter may request, Netivation shall deliver to
Shareholder a certificate in the form of Exhibit 10.3A attached hereto and the
Company and Shareholder shall deliver to Netivation a certificate in the form of
Exhibit 10.3B attached hereto.

10.4 Time, Place, and Manner of Closing. Unless this Agreement
has been terminated and this purchase has been abandoned pursuant to the
provisions of Section 11, the closing ("Closing") will be held at the offices of
Moffatt, Thomas, Barrett, Rock & Fields, Chtd. at Boise, Idaho, or such other
place as the parties may agree, on the date of and simultaneously with the
effectiveness of Netivation's IPO.

10.4.1 Netivation's Deliveries. At Closing, Netivation
shall deliver to Shareholder the following:

A. the Netivation Stock;

B. One Hundred Seventy-five Thousand Dollars ($175,000) in
immediately available funds;

C. a duly executed counterpart of the Employment,
Confidentiality and Noncompetition Agreement, the form of which is attached
hereto as Exhibit 8.8, dated as of Closing with a Term (as that term is defined
in said agreement) commencing as of the date of Closing and ending two (2) years
from the date of Closing; and

D. a duly executed counterpart of the Employment,
Confidentiality and Noncompetition Agreement, the form of which is attached
hereto as Exhibit 9.3, dated as of Closing with a Term (as that term is defined
in said agreement) commencing as of the date of Closing and ending two (2) years
from the date of Closing;

E. the certificate contemplated by Section 9.1; and

F. The Idaho Articles of Merger duly executed by Netivation
Sub.

10.4.2 Shareholder's and Company's Deliveries. At Closing,
Shareholder or the Company or both, as applicable, shall deliver to Netivation
the following:

A. the Delaware Certificate of Merger duly executed by the
Company;

B. a duly executed counterpart of the Employment,
Confidentiality and Noncompetition Agreement, the form of which is attached
hereto as Exhibit 8.8, dated as of Closing with a Term (as that term is defined
in said agreement) commencing as of the date of Closing and ending two (2) years
from the date of Closing;

AGREEMENT AND PLAN OF MERGER - 19
<PAGE>

C. the opinion of Shareholder's and the Company's counsel
contemplated by Section 8.3; and

D. the certificate contemplated by Section 8.1.

11. Remedies for Breach; Termination.

11.1 Netivation's Remedies upon Breach by Company or Shareholder.
If either the Company or Shareholder shall breach or fail to perform any of
their respective representations, warranties, covenants or obligations
hereunder, then Netivation may (1) waive such default and proceed to Closing,
(2) seek any and all relief available to Netivation at law or at equity,
including but not limited to specific performance, or (3) terminate this
Agreement.

11.2 Termination by Shareholder for Cause. If, pursuant to the
provisions of Section 9 of this Agreement, Shareholder is not obligated at the
Closing to consummate this Agreement, then Shareholder may terminate this
Agreement.

11.3 Termination Without Cause. Anything herein or elsewhere to
the contrary notwithstanding, this Agreement may be terminated and abandoned at
any time without further obligation or liability on the part of any party in
favor of any other only by mutual consent of Netivation and Shareholder.

11.4 Termination Procedure. Any party having the right to
terminate this Agreement pursuant to Section 11.1 or 11.2 may terminate this
Agreement by delivering to the other party written notice of termination prior
to the Closing, and thereupon, this Agreement will be terminated without
obligation or liability of any party.

11.5 Non-Consummation of IPO. If Netivation has not consummated
the IPO within two hundred seventy (270) days (or the next business day
thereafter if such date is a Saturday, Sunday, or a holiday) from the date of
this Agreement, then this Agreement shall be terminated without obligation or
liability of any party. Netivation and Shareholder agree and acknowledge that
nothing in this Agreement shall impose upon Netivation any obligation to
consummate, or to expend any effort to consummate, the IPO.

11.6 No Refund of Seventy-Five Thousand Dollars. The Seventy-
five Thousand Dollars ($75,000) cash paid to Shareholder upon signing this
Agreement pursuant to Section 1.5 shall not be refundable after signing this
Agreement.

12. Indemnification.

12.1 Indemnification by Shareholder. Subject to the limitations
and procedures set forth in this Section 12, the Company and the Shareholder
shall jointly and severally indemnify and hold harmless Netivation from and
against all losses, claims, demands, damages,

AGREEMENT AND PLAN OF MERGER - 20
<PAGE>

liabilities, obligations, costs and/or expenses, including, without limitation,
reasonable fees and disbursements of counsel (hereinafter referred to
collectively as "Damages"), which are sustained or incurred by Netivation, to
the extent that such Damages are sustained or incurred by reason of (a) the
breach of any of the obligations, covenants, or provisions of, or the breach of
any of the representations or warranties made by, the Company or the Shareholder
in this Agreement; or (b) any claim, dispute, action, suit, investigation, or
proceeding set forth in any of Company's disclosure schedules. The foregoing
notwithstanding, from and after the Closing, Shareholder shall be solely
responsible for any indemnification due under this Section 12.1 and shall have
no right to seek contribution or indemnification from the Company.

12.2 Indemnification by Netivation. Subject to the limitations
and procedures set forth in this Section 12, Netivation shall indemnify and hold
harmless the Shareholder from and against any and all Damages sustained or
incurred by the Shareholder, to the extent such Damages are sustained or
incurred by the Shareholder by reason of the breach of any of the obligations,
covenants, or provisions of, or the breach of any of the representations or
warranties made by, Netivation in this Agreement.

12.3 Survival of Representations and Warranties; Liability Cap.
The representations and warranties of the parties contained herein shall survive
for a period of two (2) years after the Closing. Any claim that any party may
have at any time against another party for a breach of any such representation
or warranty, whether known or unknown, which is not asserted by written notice
to the breaching party within such two (2) year period shall not be valid or
effective, and the party against whom such claim is asserted shall have no
liability with respect thereto. Furthermore, the maximum amount for which any
single party shall be liable for any and all breaches of representations and
warranties shall be Two Hundred Fifty Thousand Dollars ($250,000) in the
aggregate.

12.4 Procedure for Indemnification. In the event that any party
to this Agreement shall incur any Damages in respect of which indemnification
may be sought by such party pursuant to this Section 12 or any other provision
of this Agreement, the party indemnified hereunder (the "Indemnitee") shall
notify the party providing indemnification (the "Indemnitor") promptly. In the
case of third party claims, such notice shall in any event be given within 10
days of the filing or assertion of any claim against the Indemnitee stating the
nature and basis of such claim; provided, however, that any delay or failure to
notify any Indemnitor of any claim shall not relieve it from any liability
except to the extent that the Indemnitor demonstrates that the defense of such
action has been materially prejudiced by such delay or failure to notify. In
the case of third party claims, the Indemnitor shall, within 10 days of receipt
of notice of such claim, notify the Indemnitee of its intention to assume the
defense of such claim. If the Indemnitor assumes the defense of the claim, the
Indemnitor shall have the right and obligation (a) to conduct any proceedings or
negotiations in connection therewith and necessary or appropriate to defend the
Indemnitee, (b) to take all other required steps or proceedings to settle or
defend any such claims, and (c) to employ counsel to contest any such claim or
liability in the name of the Indemnitee or otherwise. If the Indemnitor shall
not assume the defense of any such claim or litigation resulting therefrom, the
Indemnitee may defend

AGREEMENT AND PLAN OF MERGER - 21
<PAGE>

against any such claim or litigation in such manner as it may deem appropriate
and the Indemnitee may settle such claim or litigation on such terms as it may
deem appropriate, and assert against the Indemnitor any rights or claims to
which the Indemnitee is entitled. Payment of Damages shall be made within 10
days of a final determination of a claim.

A final determination of a disputed claim shall be (a) a judgment of any
court determining the validity of disputed claim, if no appeal is pending from
such judgment or if the time to appeal therefrom has elapsed, (b) an award of
any arbitration determining the validity of such disputed claim, if there is not
pending any motion to set aside such award or if the time within to move to set
such award aside has elapsed, (c) a written termination of the dispute with
respect to such claim signed by all of the parties thereto or their attorneys,
(d) a written acknowledgment of the Indemnitor that it no longer disputes the
validity of such claim, or (e) such other evidence of final determination of a
disputed claim as shall be acceptable to the parties.

12.5 Exclusive Remedy for Monetary Damages. The remedies provided in
this Section 12 shall be Netivation's exclusive remedies for any and all
monetary damages arising out of any breach of any representation or warranty or
breach of any covenant or agreement by Shareholder or the Company hereunder or
any claims by third parties for which the Company or Shareholder has agreed to
indemnify Netivation. The foregoing shall not be construed as a waiver or
limitation upon any rights or remedies of Netivation other than with respect to
monetary damages.

13. Securities Law Matters.

13.1 Investor Representations. In connection with the issuance of the
Netivation Stock to the Shareholder (as provided in Section 1.2), the
Shareholder represents and warrants as follows:

13.1.1 Shareholder (i) will acquire and hold the Netivation Stock
solely for his own account, as principal, for investment purposes only, and not
with a view to, or for resale, distribution, or fractionalization of all or any
part of the Netivation Stock and (ii) have no present intention, agreement, or
arrangement to divide his participation with others or to resell, assign,
transfer, or otherwise dispose of all or any part of the Netivation Stock.

13.1.2 In making his decision to receive the Netivation Stock
as part of the purchase price, Shareholder has evaluated the risk of investing
in the Netivation Stock and is acquiring the Netivation Stock based only upon
his independent examination and judgment as to the prospects of Netivation as
determined from information obtained directly by Shareholder from Netivation.
Shareholder acknowledges receipt of all information requested of Netivation.
The Netivation Stock was not offered to Shareholder by means of publicly
disseminated advertisements or sales literature, nor is Shareholder aware of any
offers made to other persons by such means.

13.1.3 Shareholder has been given the opportunity (i) to ask
questions of, and receive answers from, Netivation concerning the terms and
conditions of the issuance of the

AGREEMENT AND PLAN OF MERGER - 22
<PAGE>

Netivation Stock and other matters pertaining to this investment and all such
questions have been answered to the satisfaction of Shareholder; and (ii) to
obtain such additional information necessary to verify the accuracy of the
information or materials provided to Shareholder, except such information which
Netivation has indicated it either does not possess and cannot acquire without
unreasonable effort or expense or which is proprietary and confidential.

13.2 Disposition of Shares. Shareholder represents and warrants that
the Netivation Stock is being acquired and will be acquired for his own account
and will not be sold or otherwise disposed of except pursuant to (i) an
exemption or exclusion from the registration requirements under the 1933 Act,
which does not require the filing by Netivation with the SEC of any registration
statement, offering circular or other document, in which case Shareholder shall
first supply to Netivation an opinion of counsel (which opinion of counsel shall
be satisfactory to Netivation) that such exemption or exclusion is available, or
(ii) a registration statement filed by Netivation with the SEC under the 1933
Act.

13.3 Legend. The certificates for the Netivation Stock received
by Shareholder shall bear the following legend:

The Shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, and may not be sold, transferred,
or otherwise disposed of by the holder without an effective registration
statement being filed under and pursuant to said Act or receipt of an
opinion of counsel in form and substance satisfactory to the issuer that
an exemption from registration is available.

and Netivation may, unless a registration statement covering such shares is in
effect, place stop transfer orders with its transfer agents with respect to such
certificates.

14. Miscellaneous Provisions.

14.1 Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified, or supplemented only by a written agreement
signed by Netivation and Shareholder.

14.2 Waiver of Compliance; Consents.

14.2.1 Any failure of any party to comply with any obligation,
covenant, agreement, or condition herein may be waived by the party entitled to
the performance of such obligation, covenant, or agreement or who has the
benefit of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement, or condition will not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.

AGREEMENT AND PLAN OF MERGER - 23
<PAGE>

14.2.2 Whenever this Agreement requires or permits consent by
or on behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set forth above.

14.3 Notices. All notices, requests, demands, and other
communications required or permitted hereunder will be in writing and will be
deemed to have been duly given when delivered by hand or three days after being
mailed by certified or registered mail, return receipt requested, with postage
prepaid:

If to Netivation, or to the Company after the Closing, to:

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815
Attention: Tony Paquin

Copy to:

Moffatt, Thomas, Barrett, Rock & Fields
101 S. Capitol Blvd., 10th Floor
Post Office Box 829
Boise, Idaho 83701-0829
Attention: Mark Ellison

or to such other person or address as Netivation furnishes to Shareholder
pursuant to the above.

If to the Company before the Closing or to Shareholder, to:

The Online Medical Bookstore, LLC
c/o Dr. Daniel L. Kraft, M.D.
79 Beacon Street
Boston, MA 02108

Copy to:

Lucash, Gesmar & Updegrove LLP
40 Broad Street
Boston, MA 02109
Attention: Jill Swaim

or to such other address as the Company or Shareholder furnishes to Netivation
pursuant to the above.

AGREEMENT AND PLAN OF MERGER - 24
<PAGE>

14.4 Titles and Captions. All section titles or captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.

14.5 Entire Agreement. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of this
Agreement, and the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable by each party hereto and their
respective heirs, executors, administrators, successors, and assigns.

14.6 Severability. All agreements and covenants contained herein
are severable, and in the event any of them should be held to be invalid by a
court of competent jurisdiction, this Agreement shall be interpreted and
enforced as if such invalid agreements or covenants were not contained herein.
In the event the territory or length of the covenant not to compete is
determined by a court to be too broad, the court shall redefine the territory
and length to be as broad as possible.

14.7 Assignment. Neither this Agreement nor any other rights or
obligations under this Agreement may be assigned by any party hereto without the
prior written consent of all parties to the Agreement. Subject to the
foregoing, this Agreement shall be binding upon the heirs, executors,
administrators, successors, and assigns of the parties hereto.

14.8 Attorney Fees. In the event an arbitration, suit or action
is brought by any party under this Agreement to enforce any of its terms, or in
any appeal therefrom, it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.

14.9 Pronouns and Plurals. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons may require.

14.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Idaho without regard to
conflicts of law principles.

14.11 Arbitration. The parties shall attempt in good faith to
resolve any controversy or claim arising out of or relating to this Agreement,
or the breach, termination, or validity thereof (a "Dispute") promptly by
negotiation between the parties. If a Dispute has not been resolved within 30
days by negotiation, the parties shall attempt to mediate the Dispute through
the selection of a mutually agreeable mediator who shall conduct such mediation
in confidence. If a Dispute is not resolved by mediation, then the Dispute
shall be settled by arbitration by a sole arbitrator in accordance with the
Commercial Rules of the American Arbitration Association, and governed by the
United States Arbitration Act, 9 U.S.C. (S)(S) 1-16, except as otherwise
provided herein. Judgment upon the award rendered by the arbitrator may be
entered by any court having

AGREEMENT AND PLAN OF MERGER - 25
<PAGE>

jurisdiction thereof. The place of arbitration shall be Boise, Idaho if
Shareholder commences arbitration and shall be Boston, Massachusetts if
Netivation commences arbitration. Each party shall be responsible for his own
attorney fees incurred during any phase of dispute resolution. The arbitrator
shall apply the law to the dispute in the same manner as a judge were the
dispute before a court of law of the state of Idaho. The arbitrator shall have
the authority to award any remedy or relief that a court of the state of Idaho
could order or grant, including, without limitation, specific performance of any
obligation created under the Agreement, the issuance of an injunction, or the
imposition of sanctions for abuse or frustration of the arbitration process.
Notwithstanding the foregoing, the arbitrator shall not have authority to award
punitive damages. The parties shall take all reasonable steps necessary to
conduct a hearing no later than 45 days after submission of the matter to
arbitration. The arbitrator shall render his decision within 15 days after the
close of the arbitration hearing. The arbitration award shall be in writing and
shall specify the factual and legal bases for the award.

14.12 Counterparts; Fax Signatures. This Agreement may be
executed in one or more counterparts, each of which together shall constitute a
single instrument. Signatures on this Agreement transmitted by facsimile shall
be deemed to be original signatures for all purposes of this Agreement.

14.13 No Finders or Brokers. There shall be no finder's or
broker's fees due from Netivation as a result of this Agreement.

14.14 Sales Tax. The Company before the Closing, and/or
Shareholder will be responsible for and will pay any sales tax payable as a
result of the execution or consummation of this Agreement.

14.15 Survival of Warranties. All representations and warranties
in this Agreement will survive the Closing and will be deemed to have been
relied upon, notwithstanding any investigation made by any of the parties or on
their behalf.

IN WITNESS WHEREOF, the undersigned have executed this Agreement the day
and year set forth above.

NETIVATION.COM, INC.,
a Nevada corporation

By /s/ Anthony J. Paquin
______________________________________
Anthony J. Paquin, President

AGREEMENT AND PLAN OF MERGER - 26
<PAGE>

THE ONLINE MEDICAL
BOOKSTORE, LLC, a Delaware limited liability
company

By /s/ Dr. Daniel L. Kraft
________________________________________________
Dr. Daniel L. Kraft, M.D., Shareholder

/s/ Dr. Daniel L. Kraft
__________________________________________________
Dr. Daniel L. Kraft, M.D., Individually as
Shareholder

THE ONLINE MEDICAL BOOKSTORE, INC.,
an Idaho corporation

By /s/ Anthony J. Paquin
________________________________________________
Anthony J. Paquin, President

AGREEMENT AND PLAN OF MERGER - 27
<PAGE>

EXHIBIT 1.1.1

Form of Delaware Certificate of Merger

CERTIFICATE OF MERGER OF

THE ONLINE MEDICAL BOOKSTORE, LLC
a Delaware limited liability company

WITH AND INTO

THE ONLINE MEDICAL BOOKSTORE, INC.
an Idaho corporation

The Online Medical Bookstore, Inc., an Idaho corporation, DOES HEREBY
CERTIFY AS FOLLOWS in accordance with Section 209(c) of the Delaware Limited
Liability Company Act:

1: The names of the business entities proposing to merge and the states
under which such entities are organized are as follows:

Name of Entity State of Organization
-------------- ---------------------

The Online Medical Bookstore, Inc. ("Corporation") Idaho
The Online Medical Bookstore, LLC ("LLC") Delaware

2: An Agreement and Plan of Merger has been adopted, approved, certified,
executed and acknowledged by Corporation and LLC in accordance with the Delaware
Limited Liability Company Act and the Idaho Business Corporation Act.

3: The name of the surviving corporation shall be "The Online Medical
Bookstore, Inc." The surviving corporation shall be governed by the laws of the
State of Idaho.

4: The executed Agreement and Plan of Merger is on file at the principal
place of business of Corporation. The address of said principal place of
business is 7950 Meadowlark Way, Coeur d'Alene, Idaho 83815.

5: A copy of the Agreement and Plan of Merger will be furnished on request
and without cost to any shareholder of Corporation or member of LLC.

6: Corporation agrees that it may be served with process in the State of
Delaware in any action, suit or proceeding for the enforcement of any obligation
of LLC and irrevocably appoints the

EXHIBIT 1.1.1
<PAGE>

Secretary of State of Delaware as its agent to accept service of process in any
such action, suit or proceeding. The address to which a copy of such process
shall be mailed to Corporation by the Secretary of State of Delaware is 7950
Meadowlark Way, Coeur d'Alene, Idaho 83815.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Executed and verified as of the _____ day of _________, 1999.

THE ONLINE MEDICAL BOOKSTORE, INC.
an Idaho corporation

By:_______________________________________________
Anthony J. Paquin
President and Chief Executive Officer

ATTEST:

_______________________________
Gary Paquin
Secretary

THE ONLINE MEDICAL BOOKSTORE, LLC
a Delaware limited liability company

By:_______________________________________________
Daniel L. Kraft, M.D., its sole member

EXHIBIT 1.1.1
<PAGE>

EXHIBIT 1.1.2

Form of Idaho Articles of Merger

ARTICLES OF MERGER OF

THE ONLINE MEDICAL BOOKSTORE, LLC
a Delaware limited liability company

WITH AND INTO

THE ONLINE MEDICAL BOOKSTORE, INC.
an Idaho corporation

1. The names of the business entities proposing to merge and the states
under which such entities are organized are as follows:

Name of Entity State of Organization
-------------- ---------------------

The Online Medical Bookstore, Inc. ("Corporation") Idaho
The Online Medical Bookstore, LLC ("LLC") Delaware

2. The Agreement and Plan of Merger, attached hereto and incorporated
herein, has been adopted, approved, certified, executed and acknowledged by
Corporation and LLC in accordance with the Delaware Limited Liability Company
Act and the Idaho Business Corporation Act.

3. The Agreement and Plan of Merger was approved by the unanimous consent
of the sole member of LLC.

4. The number of the Corporation's shares outstanding at the time of such
approval was 100 shares, and the number of shares entitled to vote thereon was
100. The number of shares voted for the Agreement and Plan of Merger was 100
and the number of shares voted against the Agreement and Plan of Merger was 0.
The number of votes cast for the Agreement and Plan of Merger was sufficient for
approval by the owners of the common stock of Corporation.

Dated as of the_____ day of _________, 1999.

EXHIBIT 1.1.2
<PAGE>

THE ONLINE MEDICAL BOOKSTORE, INC.

By:_______________________________________________
Anthony J. Paquin
President and Chief Executive Officer

THE ONLINE MEDICAL BOOKSTORE, LLC

By:_______________________________________________
Daniel L. Kraft, M.D., its sole member

EXHIBIT 1.1.2
<PAGE>

EXHIBIT 1.4.3

Directors and Officers of the Surviving Corporation

Directors: Anthony J. Paquin
Gary S. Paquin
Donna L. Weaver

Chairman of the Board of Directors,
President and Chief Executive Officer: Anthony J. Paquin

Chief Operating Officer, Secretary
and Treasurer: Gary S. Paquin

EXHIBIT 1.4.3
<PAGE>

EXHIBIT 2.5(A)

Unaudited Balance Sheet as of December 31, 1998

See attached.

EXHIBIT 2.5(A)
<PAGE>

EXHIBIT 2.5(B)

Unaudited Income Statement for the Period Ending December 31, 1998

See attached.

EXHIBIT 2.5(B)
<PAGE>

EXHIBIT 8.1

Form of Certificate of the Company and Shareholder

CERTIFICATE OF REPRESENTATIONS AND WARRANTIES

I, DR. DANIEL L. KRAFT, certify that I am the sole Shareholder of THE
ONLINE MEDICAL BOOKSTORE, LLC, a Delaware limited liability company, and that
the representations and warranties of the undersigned and The Online Medical
Bookstore, LLC contained in the Agreement and Plan of Merger dated as of March
___, 1999, among The Online Medical Bookstore, LLC, Dr. Daniel L. Kraft, M.D.,
Netivation.com, Inc. and The Online Medical Bookstore, Inc. (the "Merger
Agreement") are true and correct in all material respects as of the date of this
Certificate. I also certify that the undersigned and The Online Medical
Bookstore, LLC have performed and complied with all agreements, covenants, and
conditions required by the Merger Agreement to be performed and complied with by
each of them prior to the date of this Certificate.

DATED this ___ day of _________, 1999.

THE ONLINE MEDICAL BOOKSTORE, LLC

By________________________________________________
Dr. Daniel L. Kraft, President

__________________________________________________
Dr. Daniel L. Kraft, individually

EXHIBIT 8.1
<PAGE>

EXHIBIT 8.3

Form of Legal Opinion

________________, 1999

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815

The OnLine Medical Bookstore, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815

Ladies and Gentlemen:

We have acted as counsel for The Online Medical Bookstore, LLC, a Delaware
limited liability company (the "Company") and Dr. Daniel Kraft ("Dr. Kraft"), in
connection with the Agreement and Plan of Merger, dated as of March 4, 1999
(together with the exhibits, attachments and schedules thereto, the "Merger
Agreement"), by and among each of you, the Company and Dr. Kraft, and the
transactions contemplated thereby. Unless otherwise defined herein, capitalized
terms used in this letter shall have the meanings ascribed to them in the Merger
Agreement.

In so acting, we have examined copies of the following documents:

(i) the Merger Agreement;

(ii) A certificate of the Secretary of State of the State of Delaware,
dated _______________, 1999, as to the legal existence and good standing of the
Company (the "Good Standing Certificate");

(iii) Originals or copies of (a) the Certificate of Formation of the
Company, in the form certified by the Secretary of State of Delaware on
_______________ (the "Charter"), and (b) certificate of Dr. Kraft, as the sole
member of the Company certifying as to certain matters set forth therein,
including without limitation, the Operating Agreement of the Company, the
minutes and consents of the sole member relating to the transactions
contemplated by the Merger Agreement and signatures and incumbency of the
authorized signatory executing the Merger Agreement on behalf of the Company
(the "Member's Certificate"); and

(iv) such certificates or comparable documents of public officials as we
have deemed relevant and necessary as a basis for the opinions set forth herein
(together with the Member's Certificate, the "Certificates").

EXHIBIT 8.3
<PAGE>

Insofar as this opinion relates to factual matters, we have relied (without
independent investigation) entirely upon the Certificates and upon the
representations and warranties of the Company and Dr. Kraft set forth in the
Merger Agreement. Our opinion set forth in paragraph 1 below as to the legal
existence and good standing of the Company is based solely upon our review of
the Good Standing Certificate.

Our representation of the Company and Dr. Kraft has been limited to those
matters as to which we were consulted by the Company and Dr. Kraft and there may
also exist matters of a legal nature with respect to which we have not been
consulted and of which we are not aware.

Although we have made inquiries of the Company and Dr. Kraft with respect to the
matters discussed in this opinion and relied upon the representations referred
to above, we have not made any docket search or other independent investigation
in connection with this opinion, including without limitation any independent
investigation as to the existence of actions, suits, investigations or
proceedings, if any, pending or threatened against the Company.

Where an opinion is qualified as being to our knowledge, such opinion is
based solely upon the actual, conscious knowledge of attorneys in this firm who
have given substantive attention to matters which are the subject of this
opinion, without due inquiry or investigation. The phrases "to our knowledge"
or "known to us" or the like, when used to qualify any statement relating to the
absence or lack of certain conditions or circumstances, shall be understood to
mean that we have no actual, conscious knowledge of anything which would
contradict the statement in question, but not to imply either that we know the
statement is true or complete or that we have made any independent investigation
of the matters addressed in the statement. "Actual knowledge" of documents is
based on review of only the documents which are stated in this opinion letter as
having been reviewed.

In all our examinations made in connection with this opinion, we have assumed
and relied upon: (i) the genuineness of original documents, (ii) the conformity
to original documents of all copies submitted to us as telecopies, photocopies
or conformed copies, (iii) the completeness of all documents furnished to us,
and that no amendments, modifications or revisions to such documents are in
existence, (iv) that the execution of all documents on behalf of all entities
and persons other than the Company and Dr. Kraft was duly authorized and that
such documents were validly executed and delivered on behalf of such entities
and persons other than the Company and Dr. Kraft, and that the agreed-upon
consideration has been paid therefor, (v) the continued validity and
effectiveness of any power of attorney pursuant to which any document is
executed, (vi) the competency and capacity of any signatories who are natural
persons. We have also assumed that all signature pages reviewed by us in
telecopy form are copies of signature pages which were attached to documents
identical in form to the copies of the same documents which were in our
possession.

You have not asked us to and we do not opine as to your compliance with any
federal or state law which may be applicable to you.

EXHIBIT 8.3
<PAGE>

Our opinions in paragraphs 6 and 7 below as to capital structure, record
ownership and rights to acquire securities of the Company are based solely upon
our review of the Charter, the Operating Agreement and the matters stated in the
Member's Certificate.

The opinions hereinafter expressed are further qualified to the extent that the
validity, binding nature or enforceability of any provisions in the Merger
Agreement or in any document or instrument executed in connection therewith, or
of any rights granted to you pursuant to any of those instruments, may be
subject to and affected by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws affecting the
rights of creditors generally, or (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or in
equity). We render no opinion as to the availability of, or the effect of rules
of law governing, specific performance, injunctive relief or other equitable
remedies.

We render no opinion as to the laws of any jurisdictions other than the
Commonwealth of Massachusetts, the Delaware Limited Liability Company Act (the
"DLLCA") and the federal laws of the United States. We assume no responsibility
as to the applicability thereto or affect thereon of the laws of any other state
or jurisdiction. With respect to any matters concerning the DLLCA involved in
the opinions set forth herein, we draw your attention to the fact that we are
not admitted to the Bar in the State of Delaware and are not experts in the law
of such jurisdiction, and that any such opinions concerning the DLLCA are based
upon our reasonable familiarity with the DLLCA as a result of our prior
involvement in transactions involving such laws.

We render or imply no opinion with respect to (a) compliance with applicable
anti-fraud statutes, rules or regulations of applicable state or United States
law, including any such laws which relate to the accuracy or completeness of
disclosure, (b) the enforceability of any provision relating to the imposition
of any penalty, or (c) the enforceability of any provision regarding choice of
forum for resolution of disputes. We render or imply no opinion as to
compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or
similar laws and regulations, with bulk sales or similar laws and regulations or
with federal or state plant closing laws and regulations. We render no opinion
as to the enforceability of any provision regarding choice of law or conflicts
of law. We render no opinion as to the enforceability of any provisions
regarding waivers of any rights (including without limitation waivers of any
rights to set-offs), indemnification set forth in Section 12 of the Merger
Agreement, or the severability of obligations, to the extent any of the
foregoing are found to be contrary to public policy. The enforcement of any of
your rights may in all cases be subject to an implied duty of good faith.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware. To our
knowledge, the Company is not required to qualify to do business as a foreign
corporation in any state of the United States where the failure to qualify would
be likely to have a material adverse effect on the Company.

EXHIBIT 8.3
<PAGE>

2. The Company has the requisite power and authority under the Charter
and Operating Agreement sufficient to carry on its business as presently
conducted and to own and lease the properties it presently owns or leases.

3. The execution, delivery and performance by the Company of the Merger
Agreement, and the consummation by it of the transactions contemplated thereby,
have been duly and validly authorized by all necessary action on the part of the
Company. The Merger Agreement has been duly and validly executed and delivered
by the Company and constitutes the legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms. The
Merger Agreement has been validly executed and delivered by Dr. Kraft and
constitutes the legal, valid and binding agreement of Dr.Kraft, enforceable
against him in accordance with its terms.

4. The execution, delivery and performance by the Company of the Merger
Agreement, and the consummation by the Company of the transactions contemplated
thereby, will not (a) conflict with or result in any breach of any provision of
the Charter or the Operating Agreement of the Company, or (b) to our knowledge,
violate any judicial or governmental decree, order, judgment or injunction to
which the Company is a party or to which it or any of its assets is subject.

5. To our knowledge, there is no suit, arbitration or legal,
administrative or other proceeding or governmental investigation pending or
threatened against the Company, at law or in equity, (a) which purports to
affect the legality, validity or enforceability of the Merger Agreement, or (b)
which has had or could reasonably be expected to have a material adverse effect
on the operation by the Company of its properties and assets in the ordinary
course of business.

6. All membership interests of the Company are owned, beneficially and of
record, by Dr. Kraft. To our knowledge, there are no outstanding warrants,
options, commitments, preemptive rights, rights to acquire or purchase,
conversion rights or demands of any character relating to the membership
interests of the Company.

7. All of the outstanding membership interests of the Company are validly
issued, and based solely on our review of the Member's Certificate, are fully
paid and nonassessable.

This opinion is based upon currently existing statutes, rules and regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein. We
are opining only as to the matters expressly set forth herein, and no opinion
should be inferred as to any other matters.

EXHIBIT 8.3
<PAGE>

This opinion is furnished to you solely in connection with the signing of the
Merger Agreement and related transactions thereto and may not be relied upon by
you for any other purpose or by any other person, entity or organization for any
purpose whatsoever.

Very truly yours,

LUCASH, GESMER & UPDEGROVE, LLP

EXHIBIT 8.3
<PAGE>

EXHIBIT 8.8

Form of Employment Agreement with Dr. Kraft

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This Employment, Confidentiality and Noncompetition Agreement
("Agreement") is made and entered into effective the _____ day of
_______________, 1999, by and between NETIVATION.COM, INC., a Nevada
corporation ("Employer"), and DR. DANIEL L. KRAFT, M.D. ("Employee").

In consideration of their mutual promises and covenants contained
herein, the receipt and legal sufficiency of which consideration is hereby
acknowledged, the parties hereby agree as follows:

1. Employment. Employer shall employ Employee and Employee shall
work for Employer in the employment position described in Exhibit A hereto,
which is hereby incorporated herein and made a part of this Agreement. In this
position, Employee shall perform all reasonably assigned duties, comply with all
employment policies, and obey all rules, regulations and special instructions
that now exist or that may hereafter be reasonably established by Employer from
time to time consistent with Exhibit A. Employee shall render such services and
perform such duties as Employer shall reasonably direct. Employee may render
such services and perform such duties from any location in the continental
United States. Employee warrants that all information provided by Employee in
applying for employment is true and correct.

2. Standard of Performance. Employee accepts employment with
Employer on the terms and conditions herein set forth. Employee recognizes that
Employee owes to Employer duties of loyalty, fidelity and obedience in all
matters pertaining to such employment. Employee agrees to serve Employer
diligently and faithfully, to perform all duties hereunder to the best of
Employee's ability, and to devote four hundred (400) to six hundred (600) hours
per year to the conduct of Employer's business at such times as Employer shall
reasonably request. Employer acknowledges that Employee is a physician with
full-time obligations and may be unavailable from time to time.

3. Compensation. In consideration for the services of Employee
rendered to Employer pursuant to the terms of this Agreement, and subject to the
full performance of Employee's obligations hereunder, Employer shall pay
Employee according to the provisions of the Employer's compensation plan
described in Exhibit A hereto. Employee shall receive no compensation or
benefits, including but not limited to paid holidays, paid vacation and paid
health insurance, that is not set forth in Exhibit A hereto. Employee
understands that the compensation plan is subject to modification by the
Employer at any time. Notwithstanding anything to the

EXHIBIT 8.8
<PAGE>

contrary in the Netivation.com, Inc. 1999 Equity Incentive Plan (the "Plan"),
should Employer elect to repurchase any vested option shares pursuant to the
Plan, it shall do so at fair market value.

4. Term of Employment. Employee's term of employment under this
Agreement shall commence on the ____ day of ________, 1999, and shall continue
thereafter until the ____ day of_______, 2001 (the "Term"), unless otherwise
terminated in accordance with this Agreement.

A. Termination for Cause. During the Term, the Employer may
---------------------
terminate the employment of the Employee for "Cause" by giving the Employee
prior written notice of such termination, with reasonable specificity of the
details thereof. For the purposes of this Agreement, "Cause" shall include but
not be limited to (i) the Employee's willful disregard of lawful instructions of
the Employer's Board of Directors or Chief Executive Officer which are
consistent with the Employee's position and duties set forth herein; (ii) the
Employee's willful neglect of duties; (iii) the Employee's willful actions which
may reasonably be expected to result in material damage to the Employer; (iv)
the Employee's abuse of alcohol or other drugs or controlled substances; (v) the
Employee's material breach of any of the terms or conditions contained herein;
(vi) the conviction of the Employee of a felony; or (vii) the Employee's theft,
embezzlement or misappropriation of funds from the Employer. In addition,
except as specified in Section 4.B, Employee's resignation hereunder shall be
deemed a termination for Cause. A termination pursuant to Section 4.A(i), (ii),
(iii), (iv), or (v) shall take effect thirty (30) days after the giving of the
notice contemplated hereby unless the Employee shall during such thirty (30) day
period remedy to the reasonable satisfaction of the Board of Directors or Chief
Executive Officer the misconduct, disregard, abuse, or breach specified in such
notice. A termination pursuant to Section 4.A(vi) or (vii) shall take effect
immediately upon the giving of the notice contemplated hereby.

B. Termination Without Cause. A termination of the Employee's
-------------------------
employment shall be deemed to be "without Cause" as follows: (i) if the Employer
terminates the Employee's employment for any reason other than for Cause; (ii)
if the Employee resigns as a result of Employer's requesting the Employee to
perform duties inconsistent with the duties set forth herein, or impeding the
Employee's performance of duties consistent with the duties set forth herein,
and the Employer fails, within thirty (30) days after its receipt of written
notice thereof from the Employee, to modify to the reasonable satisfaction of
the Employee his duties in accordance with this Agreement; or (iii) if the
Employer breaches any of its material obligations under this Agreement or under
that certain Agreement and Plan of Merger among Employer, Employee, The Online
Medical Bookstore, LLC, and The Online Medical Bookstore, Inc., dated
________________, 1999 (the "Merger Agreement"), and the Employer fails, within
thirty (30) days after its receipt of written notice thereof from the Employee,
to cure such breach to the reasonable satisfaction of the Employee.

C. Effect of Termination of Employment
-----------------------------------

EXHIBIT 8.8
<PAGE>

(i) Any Termination. Upon any termination of the Employee's
employment, the Employer shall pay the Employee:

(a) the unpaid portion of any accrued Base Salary described
in Exhibit A, computed on a pro rata basis to the date of termination; and

(b) reimbursement for any expenses payable pursuant to
Exhibit A for which the Employee shall not have theretofore been reimbursed.

5. Confidential Information.

A. Definition of Confidential Information. Employer is in the
business of designing, creating, perfecting, marketing, distributing, selling
and servicing computer software, and has built up an established and extensive
trade and reputation in the industry. Employer has developed and continues to
develop commercially valuable technical and non-technical information
("Confidential Information") that is proprietary and confidential and/or
constitutes Employer's "trade secrets" within the meaning of the Idaho Trade
Secrets Act, Idaho Code sections 48-801 through 48-807. Such Confidential
Information, which is vital to the success of Employer's business, includes, but
is not necessarily limited to: programs, computer programs, system
documentation, data compilations, manuals, methods, techniques, processes,
patented and/or unpatented technology, research, know-how, development, designs,
devices, inventions, the identities of customers, prospective customers,
suppliers and prospective suppliers, contracts with suppliers and customers,
sales proposals, methods of sales, marketing research and data, pricing
policies, cost information, financial information, business plans, specialized
requests of Employer's customers, and other materials and documents developed by
Employer. Confidential Information also includes special hardware, product
hardware, related software and related documentation, either owned by Employer
or in Employer's possession under an agreement of nondisclosure. Through
Employee's employment, Employee may become acquainted with or contribute to the
Employer's Confidential Information through inventions, discoveries,
improvements, software development, and/or in other ways.

EXHIBIT 8.8
<PAGE>

B. Employee Access to Confidential Information. Employee agrees: (a)
to access only such Confidential Information as is necessary to perform
Employee's job function; (b) to allow access to Confidential Information under
Employee's control to only those of Employee's co-employees whose job functions
for Employer necessitate access to such Confidential Information; and (c) to
allow such co-employees to access only such Confidential Information under
Employee's control as is necessary to the co-employee's performance of his/her
job functions for Employer.

C. Nondisclosure of Confidential Information. Employee shall not, at
any time, either during or subsequent to employment, directly or indirectly,
appropriate, disclose or divulge any Confidential Information to any person not
then employed by Employer, unless authorized or directed by Employer. If
Employer authorizes or directs Employee to disclose Confidential Information to
any such third party, Employee must ensure that a signed confidentiality
agreement is or has been obtained from the third party to whom Confidential
Information is being disclosed and that all Confidential Information so
disclosed is clearly marked "Confidential."

D. Return of Confidential and Other Information. All Confidential
Information provided to Employee, and all documents and things prepared by
Employee in the course of Employee's employment, including but not necessarily
limited to correspondence, drawings, blueprints, manuals, letters, notes, lists,
notebooks, reports, flow-charts, computer programs, proposals, DayTimers,
planners, calendars, schedules, discs, data tapes, financial plans and
information, business plans, and other documents and records, whether in hard
copy, magnetic media or otherwise, and any and all copies thereof, are the
exclusive property of Employer and shall be returned immediately to Employer
upon termination of employment or upon Employer's request at any time.

E. Ownership of Confidential Information. Employee hereby grants to
Employer, and Employer hereby accepts, the entire right, title, and interest of
Employee in and to any of the Confidential Information created or developed by
Employee during the term of the employment under this Agreement and in the
course of Employee's employment with Employer hereunder, including, but not
limited to, all patents, copyrights, trade secrets, and other proprietary rights
in or based on the Confidential Information. If the Confidential Information or
any portion thereof is copyrightable, it shall be deemed to be a "work made for
hire," as such term is defined in the copyright laws of the United States.
Employee shall cooperate with Employer or its designees and execute assignments,
oaths, declarations, and other documents prepared by Employer, to effect the
foregoing or to perfect or enforce any proprietary rights resulting from or
related to this agreement. Such cooperation and execution shall be at no
additional compensation to Employee; provided, however, Employer shall reimburse
Employee for reasonable out-of-pocket expenses incurred at the specific request
of Employer.

6. Noncompetition Obligations. Employee will not, during the Term,
and for a period of eighteen (18) months immediately following termination of
employment hereunder

EXHIBIT 8.8
<PAGE>

for Cause, engage in or conduct, as an owner, employee, consultant or otherwise,
any business which is competitive with a material portion of (i) Employer's
business as it is constituted on the date of this Agreement, or (ii) any new
line of business engaged in by Employer in which Employee participates, or
regarding which Employee has access to Confidential Information during the Term.
For purposes of this Section 6, Employer represents that its business currently
consists of the activities summarized in Schedule 3.7 of the Merger Agreement,
which Schedule 3.7 is incorporated herein by reference.

7. Customer Non-Solicitation. Employee will not, during the Term,
and for a period of eighteen (18) months following termination of employment
hereunder for any reason, solicit, divert, take away, or attempt to solicit,
divert or take away, any of Employer's customers or the business or patronage of
any such customers, either for himself or on behalf of any other person, firm,
partnership or corporation.

8. Co-Employee Non-Solicitation. Employee will not, during the
Term, and for a period of eighteen (18) months following termination of
employment hereunder for any reason, solicit, recruit or hire any other employee
of Employer, either for himself or on behalf of any other person, firm,
partnership or corporation; provided, however, that this provision shall not
apply to Lisa Kraft in the event she is employed by Employer.

9. Enforcement.

A. Reasonableness of Restrictions. Employee acknowledges that
compliance with this Agreement is reasonable and necessary to protect Employer's
legitimate business interests, including but not limited to the Employer's
goodwill.

B. Irreparable Harm. Employee acknowledges that a breach of
Employee's obligations under this Agreement will result in great, irreparable
and continuing harm and damage to Employer for which there is no adequate remedy
at law.

C. Injunctive Relief. Employee agrees that in the event
Employee breaches this Agreement, Employer shall be entitled to seek, from any
court of competent jurisdiction, preliminary and permanent injunctive relief to
enforce the terms of this Agreement, in addition to any and all monetary damages
allowed by law, against Employee.

D. Extension of Covenants. In the event Employee violates any
one or more of the covenants contained in sections 6 through 8 of this
Agreement, Employee agrees that the running of the eighteen (18) month term of
each such covenant so violated shall be tolled during (a) the period(s) of any
such violation by Employee and (b) the pendency of any litigation (including
appeals) concerning any such violation by Employee.

E. Judicial Modification. The parties have attempted to limit
the Employee's right to compete only to the extent necessary to protect Employer
from unfair

EXHIBIT 8.8
<PAGE>

business practices and/or unfair competition. The parties recognize, however,
that reasonable people may differ in making such a determination. Consequently,
the parties hereby agree that, if the scope or enforceability of the restrictive
covenant is in any way disputed at any time, a court or other trier of fact may
modify and enforce the covenant to the extent that it believes to be reasonable
under the circumstances existing at that time.

F. Attorney Fees. In the event it becomes necessary for either
party to institute a suit at law or in equity for the purposes of enforcing any
of the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorney fees, plus court costs and expenses, from the
nonprevailing party.

10. Indemnity. Employee warrants and represents that he has not
violated, is not violating, and will not violate any of the terms or conditions
of any prior employment agreement, restrictive covenant, or other agreement
entered into by him while in the employment of any other employer; that he has
not given and will not give to Employer at any time any customer list, trade
secret, or any other item of confidential information, obtained or received
while in the employment of such other employer; that his/her employment with
Employer is not restricted or limited in any way by any such employment
agreement or restrictive covenant or by operation of any state, federal or local
regulation, statute or other law of any kind, name or nature, including but not
limited to trade secret laws and immigration laws; and that Employee is in all
respects duly qualified and eligible to work for Employer. In the event any
legal or administrative action is commenced against the Employee, Employer or
both, arising out of Employee's former employment by another employer or
Employee's illegal action or violation of one or more of the warranties and
representations set forth in this section, Employee agrees to indemnify Employer
for all damages, costs and expenses, including reasonable attorney fees, which
Employer may have to pay in connection with such legal or administrative action.

11. Miscellaneous.

A. Survival. Employee understands that this Agreement shall be
effective when signed and that the terms of this Agreement shall remain in full
force and effect not only during the continuation of his/her employment, but
also after the termination of employment for any reason by Employer or Employee.

B. Waiver. Failure of the Employer to exercise or otherwise
act with respect to any of its rights under this Agreement shall not be
construed as a waiver of such breach, nor prevent the Employer from thereafter
enforcing strict compliance with any and all terms of this Agreement.

C. Severability. If any part of this Agreement shall be
adjudicated to be invalid or unenforceable, as to duration, territory or
otherwise, then such part shall be deemed deleted from the Agreement or amended,
as the case may be, in order to render the remainder of the Agreement valid and
enforceable.

EXHIBIT 8.8
<PAGE>

D. Agreement Binding. This Agreement shall be binding upon and
inure to the benefit of Employer, Employer's successors and assigns, Employee
and Employee's heirs, executors, administrators and legal representatives.

E. Governing Law. This Agreement is made and entered into in
the State of Idaho and concerns employment situated in said state. This
Agreement shall be interpreted and construed in accordance with the laws of the
State of Idaho.

F. Titles and Captions. All section and paragraph titles and
captions contained in this Agreement are for convenience only and shall not be
deemed part of the context nor affect the construction or interpretation of this
Agreement.

G. Entire Agreement. This Agreement contains all the
understandings and agreements between the parties concerning matters set forth
in this Agreement. The terms of this Agreement supersede any and all prior
statements, representations and agreements by or between Employer and Employee,
or either of them, concerning the matters set forth in this Agreement. Employee
acknowledges that no person who is an agent or employee of Employer may orally
or by conduct modify, delete, vary, or contradict the terms or conditions of
this Agreement or this paragraph. This Agreement may be modified only by a
written agreement signed by both parties.

IN WITNESS WHEREOF, the parties have set their hands as of the date
first above written, and Employee acknowledges that he has read and understands
the entire contents of this Agreement and that he has received a copy of this
Agreement.

EMPLOYER:

NETIVATION.COM, INC.

DATE:______________________ By______________________________________________
Anthony J. Paquin
President and CEO

EMPLOYEE:

DATE:______________________ ________________________________________________
Dr. Daniel L. Kraft, M.D.

EXHIBIT 8.8
<PAGE>

STATE OF IDAHO )
) ss.
County of _________ )

On this _____ day of ________________, 1999, before me personally
appeared ______________________________, known or identified to me (or proved to
me on the oath of ______________________________) to be the president, or vice-
president, secretary or treasurer of NETIVATION.COM, INC., the corporation that
executed the instrument or the person who executed the instrument on behalf of
said corporation, and acknowledged to me that such corporation executed the
same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

__________________________________________________
NOTARY PUBLIC FOR IDAHO
Residing at_______________________________________
My Commission Expires_____________________________

STATE OF ________ )
) ss.
County of _________ )

On this _______ day of _____________, 1999, before me personally
appeared DR. DANIEL L. KRAFT, M.D., known or identified to me (or proved to me
on the oath of ____________________), to be the person whose name is subscribed
to the within instrument, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

__________________________________________________
NOTARY PUBLIC FOR_________________________________
Residing at_______________________________________
My Commission Expires_____________________________

EXHIBIT 8.8
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
DATED ________________, ____

Employee's Job Title: Chief Medical Technology Officer

Employee's Duties: To help oversee the development and expansion of The
Online Medical Bookstore, as an e-commerce site for the
Medinex community. Assist in web development and assist
in developing and monitoring the marketing strategies
for Medinex software and associated web sites. Assist
in evaluating the Medinex software for physicians and
patients as it evolves, and contribute toward and help
coordinate improvements to this software over time.
Such responsibilities would also included assisting in
the evaluation of competing technologies and software,
and assisting in the recommendation of the
implementation of novel technology and applications to
the Medinex software. The Chief Medical Technology
Officer shall report to the Chief Executive Officer.

Base Salary: $50,000 annually for the term of this Agreement,
payable at the same frequency as Employer's other
employees.

Stock Options: Upon signing this Agreement, Employer shall
grant to Employee the option to acquire 250,000
shares of Employer's common stock pursuant to
and subject to the terms of the Plan. The
options shall be qualified incentive stock
options (subject to section 10(d) of the Plan),
with an exercise price equal to the fair market
value of the common stock on the date of grant.
The options shall be subject to lock-ups and
restrictions required by the IPO underwriter.
Such lock-ups and restrictions shall be no more
restrictive than those placed upon stock options
issued to any of Employer's other officers and,
in any event, shall expire within one year of
the effectiveness of the IPO. The stock
underlying Employee's Options shall be
registered by Employer not later than the
registration of the stock underlying options
issued to any of Employer's other officers. The
options shall vest at the rate of 50,000 shares
EXHIBIT 8.8
<PAGE>

as of December 31 of each of 1999, 2000, 2001, 2002 and
2003. After December 31, 2000, if Employee is employed
by Employer for less than a full calendar year, then,
unless Employee is terminated for Cause, a pro rata
share of the options that would have vested on December
31 of that year shall vest on the date of termination.
In addition, options that would otherwise vest in years
2003, 2002 and 2001 shall be subject to accelerated
vesting upon the Employer attaining certain sales goals
in 1999 and 2000. Specifically, if the audited gross
sales for Employer's Medinex division (including The
Online Medical Bookstore) for either of the calendar
years 1999 or 2000 equal or exceed any of the amounts
scheduled below, and so long as Employee remains
employed by Employer through the end of either such
applicable calendar year, then Employee shall have the
right, from and after February 15 following the year(s)
for which the sales goal was attained, to purchase the
number of shares of Employer's common stock scheduled
below which corresponds to the highest sales goal
attained.

Number
Sales Volume Goals of Cumulative Shares
------------------ --------------------
$1,000,000 15,000
$2,000,000 35,000
$3,000,000 60,000
$4,000,000 90,000
$5,000,000 125,000

Such accelerated options shall be in addition to the
scheduled 50,000 shares for 1999 and 2000. The vesting of
such accelerated options shall reduce the options otherwise
scheduled to vest, beginning with those scheduled to vest in
2003, and working forward. For example, assume qualifying
sales of $1,000,000 in 1999 and qualifying sales of
$3,000,000 in 2000. The options shall vest as follows:

December 31, 1999: 50,000 scheduled
15,000 accelerated
------
subtotal 65,000
------

December 31, 2000: 50,000 scheduled
60,000 accelerated
-------
subtotal 110,000
-------

EXHIBIT 8.8
<PAGE>

December 31, 2001: 50,000 scheduled

December 31, 2002: 25,000 remainder of scheduled

December 31, 2003: -0-
-------

Grand Total 250,000
-------

By way of further example, if in the above example Employee
was terminated without Cause on June 30, 2002 (after the
expiration of the Term), then 12,500 shares would vest on
that date, and the remaining 12,500 shares of the total
grant would never vest. If Employee is terminated without
Cause during the Term, then pursuant to Section 4.C(ii), the
options shall continue to vest under the terms hereof as if
Employee had remained employed for the entire Term.

Vested options shall expire ten (10) years from the date of
grant (subject to termination provisions under the Plan).

EMPLOYER:

NETIVATION.COM, INC.

DATE:_____________________ By______________________________________________
Anthony J. Paquin
President and CEO

EMPLOYEE:

DATE:_____________________ ________________________________________________
Dr. Daniel L. Kraft, M.D.

EXHIBIT 8.8
<PAGE>

EXHIBIT 9.1

Form of Certificate of Netivation

CERTIFICATE OF REPRESENTATIONS AND WARRANTIES

I, ANTHONY PAQUIN, certify that I am the duly elected President of
NETIVATION.COM, INC., a Nevada corporation, and that the representations and
warranties of Netivation.com, Inc. contained in the Agreement and Plan of Merger
dated as of March ___, 1999, among The Online Medical Bookstore, LLC, Dr. Daniel
L. Kraft, M.D., Netivation.com, Inc., and The Online Medical Bookstore, Inc.
(the "Merger Agreement") are true and correct in all material respects as of the
date of this Certificate. I also certify that Netivation.com, Inc. has
performed and complied with all agreements, covenants, and conditions required
by the Merger Agreement to be performed and complied with by it prior to the
date of this Certificate.

DATED this ___ day of _________, 1999.

NETIVATION.COM, INC.

By________________________________________________
Anthony J. Paquin, President

EXHIBIT 9.1
<PAGE>

EXHIBIT 9.3

Form of Employment Agreement with Lisa Kraft

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

In consideration of their mutual promises and covenants contained
herein, the receipt and legal sufficiency of which consideration is hereby
acknowledged, the parties hereby agree as follows:

2. Standard of Performance. Employee accepts employment with
Employer on the terms and conditions herein set forth. Employee recognizes that
Employee owes to Employer duties of loyalty, fidelity and obedience in all
matters pertaining to such employment. Employee agrees to serve Employer
diligently and faithfully, to perform all duties hereunder to the best of
Employee's ability on a part-time basis not to exceed seventy-five (75) hours
per month, at such times as Employer shall reasonably request.

4. Term of Employment. Employee's term of employment under this
Agreement shall commence on the ____ day of ________, 1999, and shall continue
thereafter

EXHIBIT 9.3
<PAGE>

until the ____ day of_______, 2001 (the "Term"), unless otherwise terminated in
accordance with this Agreement.

C. Effect of Termination of Employment
-----------------------------------

(i) Any Termination. Upon any termination of the Employee's
employment, the Employer shall pay the Employee:

(a) the unpaid portion of any accrued Base Salary described
in Exhibit A, computed on a pro rata basis to the date of termination; and

(b) reimbursement for any expenses payable pursuant to
Exhibit A for which the Employee shall not have theretofore been reimbursed.

EXHIBIT 9.3
<PAGE>

5. Confidential Information.

B. Employee Access to Confidential Information. Employee
agrees: (a) to access only such Confidential Information as is necessary to
perform Employee's job function; (b) to allow access to Confidential Information
under Employee's control to only those of Employee's co-employees whose job
functions for Employer necessitate access to such Confidential Information; and
(c) to allow such co-employees to access only such Confidential Information
under Employee's control as is necessary to the co-employee's performance of
his/her job functions for Employer.

C. Nondisclosure of Confidential Information. Employee shall
not, at any time, either during or subsequent to employment, directly or
indirectly, appropriate,

EXHIBIT 9.3
<PAGE>

disclose or divulge any Confidential Information to any person not then employed
by Employer, unless authorized or directed by Employer. If Employer authorizes
or directs Employee to disclose Confidential Information to any such third
party, Employee must ensure that a signed confidentiality agreement is or has
been obtained from the third party to whom Confidential Information is being
disclosed and that all Confidential Information so disclosed is clearly marked
"Confidential."

6. Noncompetition Obligations. Employee will not, during the Term,
and for a period of eighteen (18) months immediately following termination of
employment hereunder for Cause, engage in or conduct, as an owner, employee,
consultant or otherwise, any business which is competitive with a material
portion of (i) Employer's business as it is constituted on the date of this
Agreement, or (ii) any new line of business engaged in by Employer in which
Employee participates, or regarding which Employee has access to Confidential
Information during the Term. For purposes of this Section 6, Employer
represents that its business currently consists of the activities summarized in
Schedule 3.7 of that certain Agreement and Plan of Merger dated _____________,
1999, among Employer, Dr. Daniel L. Kraft, M.D., The Online Medical Bookstore,
LLC, and The Online Medical Bookstore, Inc., which Schedule 3.7 is incorporated
herein by reference.

EXHIBIT 9.3
<PAGE>

9. Enforcement.

E. Judicial Modification. The parties have attempted to limit
the Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties
recognize, however, that reasonable people may differ in making such a
determination. Consequently, the parties hereby agree that, if the scope or
enforceability of the restrictive covenant is in any way disputed at any time, a
court or other trier of fact may modify and enforce the covenant to the extent
that it believes to be reasonable under the circumstances existing at that time.

F. Attorney Fees. In the event it becomes necessary for either
party to institute a suit at law or in equity for the purposes of enforcing any
of the provisions of this

EXHIBIT 9.3
<PAGE>

Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees, plus court costs and expenses, from the nonprevailing party.

11. Miscellaneous.

EXHIBIT 9.3
<PAGE>

G. Entire Agreement. This Agreement contains all the understandings
and agreements between the parties concerning matters set forth in this
Agreement. The terms of this Agreement supersede any and all prior statements,
representations and agreements by or between Employer and Employee, or either of
them, concerning the matters set forth in this Agreement. Employee acknowledges
that no person who is an agent or employee of Employer may orally or by conduct
modify, delete, vary, or contradict the terms or conditions of this Agreement or
this paragraph. This Agreement may be modified only by a written agreement
signed by both parties.

IN WITNESS WHEREOF, the parties have set their hands as of the date first
above written, and Employee acknowledges that he has read and understands the
entire contents of this Agreement and that he has received a copy of this
Agreement.

EMPLOYER:

NETIVATION.COM, INC.

DATE:____________________ By______________________________________________
Anthony J. Paquin
President and CEO

EMPLOYEE:

DATE:____________________ ________________________________________________
Lisa Kraft

EXHIBIT 9.3
<PAGE>

STATE OF IDAHO )
) ss.
County of _______ )

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

__________________________________________________
NOTARY PUBLIC FOR IDAHO
Residing at_______________________________________
My Commission Expires_____________________________

STATE OF ______ )
) ss.
County of _______ )

On this _______ day of _____________, 1999, before me personally
appeared LISA KRAFT, known or identified to me (or proved to me on the oath of
____________________), to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

EXHIBIT 9.3
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
DATED ________________, ____

Employee's Job Title: Customer Support Supervisor

Employee's Duties: To supervise customer relations for The Online Medical
Bookstore Employee shall report to the Chief Executive
Officer.

Base Salary: $30,000 annually for the term of this Agreement,
payable at the same frequency as Employer's other
employees.

Stock Options: Employer shall grant to Employee an option to acquire
ten thousand (10,000) shares of Employer's common stock
pursuant to and subject to the terms of the
Netivation.com, Inc. 1999 Equity Incentive Plan (the
"Plan") (the "Plan"). The options shall be qualified
incentive stock options (subject to section 10(d) of
the Plan), with an exercise price equal to the fair
market value of the common stock on the date of grant.
The options shall be subject to lock-ups and
restrictions required by the IPO underwriter. Such
lock-ups and restrictions shall be no more restrictive
than those placed upon stock options issued to any of
Employer's officers and, in any event, shall expire
within one year of the effectiveness of the IPO. The
stock underlying Employee's Options shall be registered
by Employer not later than the registration of the
stock underlying options issued to any of Employer's
officers. The options shall vest as follows: five
thousand (5,000) shares vesting on December 31, 1999,
and five thousand (5,000) shares vesting on December
31, 2000, so long as Employee remains employed by
Employer through the end of either such applicable
calendar year.

EMPLOYER:

NETIVATION.COM, INC.

DATE:_________________ By______________________________________________
Anthony J. Paquin

EXHIBIT 9.3
<PAGE>

President and CEO

EMPLOYEE:

DATE:______________________ __________________________________________________
Lisa Kraft

EXHIBIT 9.3
<PAGE>

EXHIBIT 10.3B

Form of Pre-closing Certificate

The Online Medical Bookstore, LLC

OFFICERS' CERTIFICATE
_____________________________

Pursuant to the provisions of the Agreement and Plan of Merger, dated
______, 1999 (the "Merger Agreement"; certain terms used herein and not
otherwise defined herein but which are defined in the Merger Agreement are used
herein as therein defined), by and among The Online Medical Bookstore, LLC, a
limited liability company organized and existing under the laws of the State of
Delaware (the "Seller"), the undersigned, Netivation.com, Inc., a corporation
organized and existing under the laws of the State of Nevada (the "Purchaser"),
and The Online Medical Bookstore, Inc., a corporation organized and existing
under the laws of the State of Idaho, I, Dr. Daniel L. Kraft, M.D., the duly-
elected President of the Seller, do hereby certify as follows:

(1) The representations and warranties of the Seller and Shareholder
in the Merger Agreement are true and correct, as if made on and as of the date
hereof;

(2) With regard to the Merger Agreement, each of the Seller and
Shareholder have complied, or prior to closing will be able to comply, in all
material aspects, with all the agreements and have satisfied, or prior to
closing will be able to satisfy, all the conditions on their part to be
performed or satisfied, in all material respects at or prior to closing;

(3) Nothing has come to my attention that would indicate that the
representations and warranties of the Purchaser in the Merger Agreement are
other than true and correct;

(4) With regard to the Merger Agreement, nothing has come to my
attention that would indicate that the Purchaser has not complied, or will not
be able to comply, in all material aspects, with all the agreements or has not
satisfied, or will not be able to satisfy, all the conditions on its part to be
performed or satisfied, in all material respects at or prior to closing;

(5) Nothing has come to my attention that would indicate that the
closing anticipated in the Merger Agreement will not occur simultaneously with
the closing of the Purchaser's initial public securities offering;

EXHIBIT 10.3B
<PAGE>

(6) Since the date of the Merger Agreement, there have not been (i)
any material adverse change in the condition (financial or otherwise), earnings,
operations or business of the Seller, (ii) any transaction that is material to
the Seller, except transactions entered into in the ordinary course of business,
(iii) any obligation, direct or contingent, that is material to the Seller,
incurred by the Seller, except obligations incurred in the ordinary course of
business or (iv) any loss or damage (whether or not insured) to the property of
the Seller which has a material adverse effect on the condition (financial or
otherwise), earnings, operations or business of the Seller.

(7) I will inform the Purchaser immediately in writing if any of
the representations contained in this certificate shall change or shall no
longer be complete and accurate.

(8) The underwriters of the Purchaser's initial public securities
offering shall be entitled to rely upon this Certificate.

IN WITNESS WHEREOF, I have set my hand and the seal of the Seller this
___ day of _________, 1999.

________________________________________
[CORPORATE SEAL] Daniel L. Kraft, M.D., President

________________________________________
Dr. Daniel L. Kraft, Individually

EXHIBIT 10.3B
<PAGE>

EXHIBIT 10.3A

Form of Pre-closing Certificate

Netivation.com, Inc.

OFFICERS' CERTIFICATE
_____________________________

Pursuant to the provisions of the Agreement and Plan of Merger, dated
______, 1999 (the "Merger Agreement"; certain terms used herein and not
otherwise defined herein but which are defined in the Merger Agreement are used
herein as therein defined), by and among The Online Medical Bookstore, LLC, a
limited liability company organized and existing under the laws of the State of
Delaware (the "Seller"), the undersigned, Netivation.com, Inc., a corporation
organized and existing under the laws of the State of Nevada (the "Purchaser"),
and The Online Medical Bookstore, Inc., a corporation organized and existing
under the laws of the State of Idaho, I, Anthony J. Paquin, the duly-elected
President of the Purchaser, do hereby certify as follows:

(1) The representations and warranties of the Purchaser in the Merger
Agreement are true and correct, as if made on and as of the date hereof;

(2) With regard to the Merger Agreement, the Purchaser has complied,
or prior to closing will be able to comply, in all material aspects, with all
the agreements and has satisfied, or prior to closing will be able to satisfy,
all the conditions on its part to be performed or satisfied, in all material
respects at or prior to closing;

(3) Nothing has come to my attention that would indicate that the
representations and warranties of the Seller or Shareholder in the Merger
Agreement are other than true and correct;

(4) With regard to the Merger Agreement, nothing has come to my
attention that would indicate that the Seller and Shareholder have not complied,
or will not be able to comply, in all material aspects, with all the agreements
or have not satisfied, or will not be able to satisfy, all the conditions on
their part to be performed or satisfied, in all material respects at or prior to
closing;

EXHIBIT 10.3A
<PAGE>

(6) Since the date of the Merger Agreement, there have not been (i)
any material adverse change in the condition (financial or otherwise), earnings,
operations or business of the Purchaser, (ii) any transaction that is material
to the Purchaser, except transactions entered into in the ordinary course of
business, (iii) any obligation, direct or contingent, that is material to the
Purchaser, incurred by the Purchaser, except obligations incurred in the
ordinary course of business or (iv) any loss or damage (whether or not insured)
to the property of the Purchaser which has a material adverse effect on the
condition (financial or otherwise), earnings, operations or business of the
Purchaser.

(7) I will inform the Shareholder immediately in writing if any of
the representations contained in this certificate shall change or shall no
longer be complete and accurate.

(8) The underwriters of the Purchaser's initial public securities
offering shall be entitled to rely upon this Certificate.

IN WITNESS WHEREOF, I have set my hand and the seal of the Purchaser
this ___ day of _________, 1999.

________________________________________
[CORPORATE SEAL] Anthony J. Paquin, President

EXHIBIT 10.3A
<PAGE>

SCHEDULE 2.6

Exceptions to Events in the Financial Statements

None.

SCHEDULE 2.6
<PAGE>

SCHEDULE 2.8

"Employee Welfare Benefit Plans"
and
"Employee Pension Benefit Plans"

None.

SCHEDULE 2.8
<PAGE>

SCHEDULE 2.13

Insurance Policies

None.

SCHEDULE 2.13
<PAGE>

SCHEDULE 2.18

Company's Contracts

The Company has arrangements (which consist of credit applications) with each of
the following vendors:

1. Matthews Medical Books: distributor of medical textbooks and software
2. McCoy Health Sciences: distributor of medical equipment (stethoscopes
and diagnostic kits)
3. Majors Medical Books: distributor of medical textbooks and software
4. Rittenhouse Book Distributors Inc.: distributor of medical textbooks
and software
5. Mosby Yearbook: distributor of Mosby medical textbooks and software
6. Brenta LLC: distributor of medical clogs (Calzuro) and equipment
(stethoscopes)
7. Hamill Medical: distributor of medical clogs (MediPlogs and Plogs)
8. Dansko Inc.: distributor of Dansko clogs
9. Pygmy Computer Systems: personal electronics

The Company has oral arrangements (no formal written agreements) with the
following vendors:

1. Scrubheads: distributor of medical scrub hats
2. Stethescope Clip: small account for sale of stethoscope clips via Dr.
James Lin.

SCHEDULE 2.18
<PAGE>

SCHEDULE 2.19

Personal Property

1. Dell Computer
2. Laptop Computer
3. Hewlett Packard Office Jet Printer

SCHEDULE 2.19
<PAGE>

SCHEDULE 2.20

Real Property

The Company uses the residential home of the Shareholder at 79 Beacon
Street, Boston, Massachusetts 02108, in the conduct of its business.

SCHEDULE 2.20
<PAGE>

SCHEDULE 2.21

Employee Information

2.21.1 Daniel Kraft, M.D., President of the Company. No salary has been paid
as of yet.

2.21.3. Lisa Kraft, Primary Customer Service Agent for the Company as of April
1998. Annual salary of $50,000. No salary has been paid as of yet.

2.21.4 No scheduled or contemplated increases in compensation or bonuses.

2.21.5 No scheduled or contemplated employee promotions.

SCHEDULE 2.21
<PAGE>

SCHEDULE 2.22

Intellectual Property

1. No registered patents, trademarks, tradenames, service marks and
copyrights, nor any applications therefor.

2. The Company owns the following URLs which will be assigned to
Netivation.com, Inc. effective as of the Closing:

a. MedicalClogs.com (active site)
b. MedStudent.net (active site)
c. MDBooks.com (points to DiscountMedBooks.com)
d. DiscountMedBooks.com (active site)

Although the Company owns the registered domain names listed above, the Company
does not hold a registered trademark or service mark for such names.

3. Ownership of the following URLs shall remain with the Shareholder, as
applicable:

a. LawBooks.com
b. BizBookstore.com
c. DentistBookstore.com (Shareholder)
d. MedicalBookstore.org (Shareholder)
e. MedicalBookstore.net (Shareholder)
f. MedicalBooks.org (Shareholder)
g. DoctorMall.com (Company)

Although the Shareholder or Company owns the registered domain names listed
above, neither the Shareholder nor the Company holds a registered trademark or
service mark for such names. Items 3c through 3g shall be subject to the terms
of the Shareholder's Employment and Noncompetition Agreement which shall be
entered into with Netivation in connection with the Closing as set forth in the
Agreement and Plan of Merger.

SCHEDULE 2.22
<PAGE>

SCHEDULE 3.7

Scope of Current Business Operations

Currently, Netivation.com, Inc. conducts the following activities:

. produces and maintains Votenet (www.votenet.com), a political community
designed for voters, politicians, advocacy and special interest
organizations, lobbyists, students, members of the media and others
interested in public policy and the political process;

. produces and maintains Medinex (www.medinex.com), a healthcare community
designed for physicians, patients, hospitals, insurance companies,
pharmaceutical and medical supply companies and others interested in
healthcare issues;

. develops a complementary suite of Internet based tools and services
specifically for members of each community, including targeted search engine
technology, e-commerce technologies, e-mail, e-mail delivery services, Web
design and hosting services, chat rooms and discussion forums;

. provides campaign management software for the Votenet community that can be
used to manage voter data and interaction, fund-raising and reporting;

. provides an online fund-raising service that allows political campaigns to
use Netivation.com to facilitate their online fund-raising activities;

. provides a Web-based physicians' office management application for the
Medinex community that provides physicians with solutions to basic and
multiple medical office application needs, such as: patient account ledgers;
medical records management; accounts receivable; scheduling; insurance
billing; and other services and applications designed to increase office
efficiency and productivity.

. maintains a health site certification process;

. provides advertising opportunities in the form of traditional banner
advertisements, e-mail based advertisements and product sponsorships;

. pursues cross-linking arrangements with Internet content providers; and

. partners with merchants and service providers to integrate their products and
services into the Votenet and Medinex communities, making them available for
sale to the community member.

SCHEDULE 3.7

<PAGE>

EXHIBIT 2.2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement") is entered into as of
the 9th day of March, 1999, by and among NETIVATION.COM, INC., a Nevada
corporation ("Netivation"), NETIVATION ACQUISITION COMPANY, INC., an Idaho
corporation ("Netivation Sub"), INTERLINK SERVICES, INC., a Washington
corporation ("InterLink"), DENE W. GARY ("Gary"), and JAMES L. MOODY AND CARLA
A. MOODY, as joint tenants with right of survivorship ("Moody" and, together
with Gary, collectively "Shareholders").

R E C I T A L S :

A. The Shareholders are the holders and owners of all of the issued
and outstanding shares of stock of InterLink (all of such outstanding shares,
the "InterLink Shares").

B. Netivation is the owner and holder of all of the issued and
outstanding shares of Netivation Sub (all of such outstanding shares, the
"Netivation Sub Shares").

C. Netivation desires to acquire InterLink by means of a merger of
Netivation Sub with and into InterLink, and the Shareholders and InterLink
desire the same, upon the terms and subject to the conditions of this Agreement.

D. Pursuant to such merger, InterLink will be the surviving
corporation (sometimes referred to herein as the "Surviving Corporation") and
Netivation Sub will be the merged or disappearing corporation (sometimes
referred to herein as the "Merged Corporation").

E. The Boards of Directors of InterLink and Netivation Sub have
determined that the proposed merger of Netivation Sub with and into InterLink is
in the best interests of their respective corporations and shareholders.

F. Such merger is subject to, among other things, approval by the
Boards of Directors of Netivation and Netivation Sub and the Shareholders as
required under Section 23B.11.030 of the Washington Business Corporation Act
(the "WBCA").

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

A G R E E M E N T :

1. THE MERGER.

1.1 THE MERGER. At the Effective Time and subject to and upon
the terms of this Agreement, the WBCA, and the Idaho Business Corporation Act
("IBCA"), Netivation Sub shall be merged with and into InterLink (the "Merger"),
the separate corporate existence of

AGREEMENT AND PLAN OF MERGER - 1
<PAGE>

Netivation Sub shall cease, and InterLink shall continue as the surviving
corporation in accordance with Section 1.4 (the "Surviving Corporation").

1.1.1 WASHINGTON ARTICLES OF MERGER. At the Closing, InterLink
and Netivation Sub shall execute and acknowledge Washington Articles of Merger
in the form of Exhibit 1.1.1 ("Washington Articles of Merger") providing for the
Merger pursuant to Sections 23B.11.010, et. seq., of the WBCA.

1.1.2 IDAHO ARTICLES OF MERGER. At the Closing, Netivation Sub
shall execute and acknowledge Idaho Articles of Merger in the form of Exhibit
1.1.2 ("Idaho Articles of Merger") providing for the Merger pursuant to Part 11
of the IBCA.

1.1.3 FILINGS. Immediately upon completion of the Closing,
InterLink and Netivation Sub shall cause the Merger to be consummated by filing
or causing to be filed the Idaho Articles of Merger with the Secretary of State
of Idaho and by filing or causing to be filed the Washington Articles of Merger
with the Secretary of State of Washington, pursuant to Section 30-1-1105 of the
IBCA and Section 23B.11.050 of the WBCA, respectively.

1.2 EFFECTIVE TIME. The Effective Time of the Merger (the "Effective
Time") shall be the first business day when the Merger is effective under both
the IBCA and the WBCA.

1.3 EFFECT OF THE MERGER. At the Effective Time, the effect of the
Merger shall be as provided under all applicable provisions of the IBCA and the
WBCA. Without limiting the generality of the foregoing, and subject thereto, at
the Effective Time:

1.3.1 INTERLINK SHARES. All of the outstanding InterLink Shares
shall, by virtue of the Merger, and without any action on the part of the holder
thereof, be converted into the number of shares of Netivation's common stock
(the "Netivation Stock") equal to One Million Two Hundred Sixty-four Thousand
Two Hundred Eighty-five (1,264,285) divided by the per share effective price of
Netivation's common stock upon the effectiveness of Netivation's initial public
offering ("IPO"), subject to the Securities Law Restrictions and the Hold
Restriction. The number of shares of Netivation Stock issuable to each
Shareholder hereunder shall be rounded to the nearest whole share; Netivation
shall not be obligated to issue fractional shares of Netivation Stock and cash
shall not be paid in lieu of fractional shares. Each holder of certificate(s)
representing InterLink Shares immediately prior to the Effective Time, upon
surrender of such certificate(s) to the Surviving Corporation after the
Effective Time, shall, subject to the other provisions of this Agreement, be
entitled to receive certificate(s) representing the appropriate number of shares
of Netivation Stock. Until so surrendered, each such certificate for InterLink
Shares shall, by virtue of the Merger, be deemed for all purposes to evidence
ownership of the appropriate number of shares of Netivation Stock into which
such InterLink Shares were converted pursuant to the Merger.

AGREEMENT AND PLAN OF MERGER - 2
<PAGE>

1.3.2 NETIVATION SUB SHARES. All of the outstanding Netivation
Sub Shares shall, by virtue of the Merger, and without any action on the part of
the holder thereof, be converted into 12,750 shares of InterLink common stock.
Each certificate for Netivation Sub Shares shall, by virtue of the Merger, be
deemed for all purposes to evidence ownership of the appropriate number of
shares of InterLink common stock into which such Netivation Sub Shares were
converted pursuant to the Merger.

1.3.3 OTHER EFFECTS. Any and all assets, rights, privileges,
powers and franchises of Netivation Sub and InterLink, individually and
collectively, shall vest in the Surviving Corporation, and any and all debts,
liabilities, duties and obligations of Netivation Sub and InterLink,
individually and collectively, shall vest in, be deemed to be assumed by and
become debts, liabilities, duties and obligations of the Surviving Corporation.

1.4 THE SURVIVING CORPORATION.

1.4.1 ARTICLES OF INCORPORATION. The Articles of Incorporation
of InterLink as in effect at the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation, until thereafter amended as provided
by law and such Articles.

1.4.2 BYLAWS. The Bylaws of InterLink as in effect at the
Effective Time shall be the Bylaws of the Surviving Corporation, until
thereafter amended as provided by law, the Articles of Incorporation of the
Surviving Corporation and such Bylaws.

1.4.3 DIRECTORS AND OFFICERS. Promptly following the Effective
Time, the individuals listed on Exhibit 1.4.3 shall be elected as the directors
and officers of the Surviving Corporation.

1.4.4 SURRENDER. At the Closing, the Merged Corporation shall
surrender its stock registry, minute book and corporate seal to the Surviving
Corporation. At the Effective Time the stock transfer books of the Merged
Corporation shall be closed, and there shall be no registration of transfers of
shares of capital stock of the Merged Corporation thereafter.

1.4.5 NO TRANSFERS. There shall be no further registration or
transfers of the Netivation Sub Shares on the transfer books of the Surviving
Corporation of the Netivation Sub Shares that were outstanding immediately prior
to the Effective Time. If, after the Effective Time, certificates are presented
to the Surviving Corporation for any reason, they shall be cancelled in
consideration of the payment of the appropriate number of shares of Netivation
Stock as provided herein, except as otherwise provided by law.

1.5 ADDITIONAL ACTIONS. If, at any time after the Closing, the
Surviving Corporation shall consider or be advised that any further assignments
or assurances in law or any other acts are necessary or desirable to (a) vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation its
rights, title or interest in, to or under any of the rights, properties or
assets

AGREEMENT AND PLAN OF MERGER - 3
<PAGE>

of the Merged Corporation acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger, or (b) otherwise
carry out the purposes of this Agreement and the Contemplated Transactions, the
Merged Corporation shall be deemed to have granted to the Surviving Corporation
an irrevocable power of attorney to execute and deliver all such proper deeds,
assignments, novations and assurances in law and to do all acts necessary or
proper to vest, perfect or confirm title to and possession of such rights,
properties or assets in the Surviving Corporation and otherwise to carry out the
purpose of this Agreement and the transactions contemplated hereby; and the
proper officers and directors of the Surviving Corporation are fully authorized
in the name of the Merged Corporation or otherwise to take any and all such
actions.

1.6 SECURITIES LAW RESTRICTIONS AND HOLD RESTRICTION.
"Securities Law Restrictions" means restrictions applicable to shares of the
Netivation Stock by virtue of the fact that such shares of Netivation common
stock will not be registered under the Securities Act and applicable state "Blue
Sky" laws at or after the time of issuance, and must be held indefinitely unless
or until (a) they are sold to Netivation, (b) they are subsequently registered
under the Securities Act of 1933 and applicable state "Blue Sky" laws or (c) an
exemption from such registration is available for any subsequent sale or
distribution. The "Hold Restriction" means the Netivation Stock may be
restricted as determined by the managing underwriter of Netivation's IPO, but in
no event shall such Hold Restriction be longer than twelve months from the
Effective Time.

1.6.1 At least ninety (90) days prior to the expiration of any
Hold Restriction, Netivation shall commence the process of registering the
Netivation Stock under the Securities Act of 1933 and applicable Blue Sky laws
and shall use its best efforts to conclude such registration as soon thereafter
as possible. Netivation shall furnish prompt written notice to Shareholders of
its intention to effect such registration and the intended method of
distribution in connection therewith. Upon the written request of Shareholders
made to Netivation within ten (10) days after the receipt of such notice from
Netivation, Netivation shall include in such registration the requested number
of Shareholders' Netivation Stock to be registered.

1.6.2 Netivation shall bear and pay all reasonable expenses
incurred in connection with any registration, filing or qualification of
Netivation Stock pursuant to this Section including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for Netivation, but excluding underwriting
discounts and commissions relating to the Netivation Stock.

2. REPRESENTATIONS AND WARRANTIES OF INTERLINK AND SHAREHOLDERS. As
a material inducement to Netivation to enter into this Agreement, Shareholders
and InterLink, jointly and severally, represent and warrant that:

2.1 ORGANIZATION AND CORPORATE POWER. InterLink is a corporation
duly incorporated and validly existing under the laws of the state of Washington
and InterLink is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify. InterLink
has all requisite corporate power and authority and all

AGREEMENT AND PLAN OF MERGER - 4
<PAGE>

material licenses, permits, and authorizations necessary to own and operate its
properties and to carry on its business as now conducted. The copies of
InterLink's articles of incorporation and bylaws that have been furnished to
Netivation's counsel reflect all amendments made thereto at any time prior to
the date of this Agreement and are correct and complete.

2.2 CAPITAL STOCK AND RELATED MATTERS. The authorized capital
stock of InterLink consists of 50,000 shares of common stock, 12,750 of which
are issued and outstanding and are owned, beneficially and of record, by
Shareholders and no other stock of the InterLink is issued and outstanding.
InterLink does not have outstanding and has not agreed, orally or in writing, to
issue any stock or securities convertible or exchangeable for any shares of its
stock, nor does it have outstanding nor has it agreed, orally or in writing, to
issue any options or rights to purchase or otherwise acquire its stock.
InterLink is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its stock. InterLink has
not violated any applicable securities laws or regulations in connection with
the offer or sale of its securities. All of the outstanding shares of
InterLink's capital stock are validly issued, fully paid, and nonassessable.
Shareholders have, and at the Effective Time, Netivation will have, good and
marketable title to the Shares, free and clear of all security interests, liens,
encumbrances, or other restrictions or claims, subject only to restrictions as
to marketability imposed by securities laws.

2.3 SUBSIDIARIES. InterLink does not own or hold any rights to
acquire any shares of stock or any other security or interest in any other
corporation or entity.

2.4 CONDUCT OF BUSINESS; LIABILITIES. InterLink is not in
default under, and no condition exists that with notice or lapse of time would
constitute a default of InterLink under (i) any mortgage, loan agreement,
evidence of indebtedness, or other instrument evidencing borrowed money to which
InterLink is a party or by which InterLink or the properties of InterLink are
bound or (ii) any judgment, order, or injunction of any court, arbitrator, or
governmental agency that would reasonably be expected to affect materially and
adversely the business, financial condition, or results of operations of
InterLink taken as a whole.

2.5 FINANCIAL STATEMENTS. The unaudited balance sheet of
InterLink as of February 28, 1999, in the form attached to this Agreement as
EXHIBIT 2.5(A) and the income statement for the year ending December 31, 1998,
and the month ending February 28, 1999, in the form attached to this Agreement
as EXHIBIT 2.5(B) (collectively the "February 28, 1999 Financial Statements"),
fairly presents the financial position of InterLink as at February 28, 1999.
Except as contemplated by or permitted under this Agreement, there are no
adjustments that would be required on review of the February 28, 1999 Financial
Statements that would, individually or in the aggregate, have a material
negative effect upon InterLink's reported financial condition.

2.6 NO UNDISCLOSED LIABILITIES. Except for (i) liabilities and
obligations incurred in the ordinary course of business since February 28, 1999
("Statement Date"), and (ii) liabilities or obligations described in SCHEDULE
2.6, neither InterLink nor any of the property of InterLink is subject to any
material liability or obligation.

AGREEMENT AND PLAN OF MERGER - 5
<PAGE>

2.7 ABSENCE OF CERTAIN CHANGES. Except as contemplated or
permitted by this Agreement, since the Statement Date there has not been:

2.7.1 Any material adverse change in the business,
financial condition, operations, or assets of InterLink;

2.7.2 Any damage, destruction, or loss, whether covered by
insurance or not materially adversely affecting the properties or business of
InterLink;

2.7.3 Any sale or transfer by InterLink of any tangible or
intangible asset other than in the ordinary course of business, any mortgage or
pledge or the creation of any security interest, lien, or encumbrance on any
such asset, or any lease of property, including equipment, other than tax liens
with respect to taxes not yet due and contract rights of customers in inventory;

2.7.4 Any declaration, setting aside, or payment of a
distribution in respect of or the redemption or other repurchase by InterLink of
any stock of InterLink;

2.7.5 Any material transaction not in the ordinary course
of business of InterLink;

2.7.6 To the best of Shareholders' and InterLink's
knowledge, the lapse of any material trademark, assumed name, trade name,
service mark, copyright, or license or any application with respect to the
foregoing;

2.7.7 The grant of any increase in the compensation of
officers or employees (including any such increase pursuant to any bonus,
pension, profit-sharing, or other plan) other than customary increases on a
periodic basis or required by agreement or understanding in the ordinary course
of business and in accordance with past practice;

2.7.8 The discharge or satisfaction of any material lien or
encumbrance or the payment of any material liability other than current
liabilities in the ordinary course of business;

2.7.9 The making of any material loan, advance, or guaranty
to or for the benefit of any person except the creation of accounts receivable
in the ordinary course of business; or

2.7.10 An agreement to do any of the foregoing.

2.8 ERISA AND RELATED MATTERS. SCHEDULE 2.8 sets forth a
description of all "Employee Welfare Benefit Plans" and "Employee Pension
Benefit Plans" (as defined in (S)(S) 3(1) and 3(2), respectively, of the
Employee Retirement Income Security Act of 1974, as

AGREEMENT AND PLAN OF MERGER - 6
<PAGE>

amended ("ERISA")) existing on the date hereof that are or have been maintained
or contributed to by InterLink. Except as listed on SCHEDULE 2.8, InterLink does
not maintain any retirement or deferred compensation plan, savings, incentive,
stock option or stock purchase plan, unemployment compensation plan, vacation
pay, severance pay, bonus or benefit arrangement, insurance or hospitalization
program or any other fringe benefit arrangement for any employee, consultant or
agent of InterLink, whether pursuant to contract, arrangement, custom or
informal understanding, which does not constitute an "Employee Benefit Plan" (as
defined in (S) 3(3) of ERISA), for which InterLink may have any ongoing material
liability after Closing. InterLink does not maintain nor has it ever contributed
to any Multiemployer Plan as defined by (S) 3(37) of ERISA. InterLink does not
currently maintain any Employee Pension Benefit Plan subject to Title IV of
ERISA. There have been no "prohibited transactions" (as described in (S) 406 of
ERISA or (S) 4975 of the Code) with respect to any Employee Pension Benefit Plan
or Employee Welfare Benefit Plan maintained by InterLink as to which InterLink
has been party a party. As to any employee pension benefit plan listed on
SCHEDULE 2.8 and subject to Title IV of ERISA, there have been no reportable
events (as such term is defined in (S) 4043 of ERISA).

2.9 LITIGATION. There are no material actions, suits,
proceedings, orders, investigations, or claims pending or, to the best of
Shareholders' and InterLink's knowledge, overtly threatened against InterLink or
any property of either, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency, or instrumentality; InterLink is
not subject to any arbitration proceedings under collective bargaining
agreements or otherwise or, to the best of Shareholders' and InterLink's
knowledge, any governmental investigations or inquiries; and, to the best
knowledge of Shareholders and InterLink, there is no basis for any of the
foregoing.

2.10 TAX MATTERS. InterLink has prepared in a substantially
correct manner and has filed all federal, state, local, and foreign tax returns
and reports heretofore required to be filed by it and has paid all taxes shown
as due thereon. No taxing authority has asserted any deficiency in the payment
of any tax or informed InterLink that it intends to assert any such deficiency
or to make any audit or other investigation of InterLink for the purpose of
determining whether such a deficiency should be asserted against InterLink.

2.11 COMPLIANCE WITH LAWS. To the best of Shareholders'
knowledge, InterLink is, in the conduct of its business, in substantial
compliance with all laws, statutes, ordinances, regulations, orders, judgments,
or decrees applicable to them, the enforcement of which, if InterLink was not in
compliance therewith, would have a materially adverse effect on the business of
InterLink, taken as a whole. Neither Shareholders nor InterLink have received
any notice of any asserted present or past failure by InterLink to comply with
such laws, statutes, ordinances, regulations, orders, judgments, or decrees.

2.12 NO BROKERS. There are no claims for brokerage commissions,
finders' fees, or similar compensation in connection with the purchase based on
any arrangement or agreement binding upon any of the parties hereto.

AGREEMENT AND PLAN OF MERGER - 7
<PAGE>

2.13 INSURANCE. SCHEDULE 2.13 contains a list of each insurance
policy maintained by InterLink with respect to its properties, assets, and
businesses, and each such policy is in full force and effect. InterLink is not
in material default with respect to its obligations under any such policy
maintained by it. Neither Shareholders nor InterLink have been notified of the
cancellation of any of the insurance policies listed on SCHEDULE 2.13 or of any
material increase in the premiums to be charged for such insurance policies.

2.14 EMPLOYEES AND LABOR RELATIONS MATTERS. Except as provided
in this Agreement:

2.14.1 Neither Shareholders nor InterLink is aware that any
executive or key employee of InterLink or any group of employees of InterLink
has any plans to terminate employment with InterLink;

2.14.2 To the best of Shareholders' knowledge, InterLink
has substantially complied in all material respects with all labor and
employment laws, including provisions thereof relating to wages, hours, equal
opportunity, collective bargaining, Americans With Disabilities Act, and the
payment of social security and other taxes;

2.14.3 There is no unfair labor practice charge, complaint,
or other action against InterLink pending or, to Shareholders' and InterLink's
best knowledge, threatened before the National Labor Relations Board and
InterLink is not subject to any order to bargain by the National Labor Relations
Board;

2.14.4 No questions concerning representation have been
raised or, to Shareholders' and InterLink's best knowledge, are threatened with
respect to employees of InterLink;

2.14.5 No grievance that might have a material adverse
effect on InterLink and no arbitration proceeding arising out of or under any
collective bargaining agreement is pending and, to the best knowledge of
Shareholders and the directors and responsible officers of InterLink, no basis
exists for any such grievance or arbitration proceeding; InterLink has no
collective bargaining or union contracts agreement in effect or being
negotiated; and

2.14.6 To the best knowledge of Shareholders and the
directors and responsible officers of InterLink, no employee of InterLink is
subject to any noncompetition, nondisclosure, confidentiality, employment,
consulting, or similar agreements with persons other than InterLink relating to
the present business activities of InterLink; there is no labor strike, dispute,
request for representation, slowdown, or stoppage pending or, to Shareholders'
and InterLink's best knowledge, threatened against InterLink.

2.15 DISCLOSURE. Neither this Agreement nor any of the
schedules, attachments, written statements, documents, certificates, or other
items prepared or supplied to

AGREEMENT AND PLAN OF MERGER - 8
<PAGE>

Netivation by or on behalf of InterLink or Shareholders with respect to the
Merger contain any untrue statement of a material fact or omit a material fact
necessary to make each statement contained herein or therein not misleading.
Neither Gary nor Moody or any responsible officer or director has intentionally
concealed any fact known by such person to have a material adverse effect upon
InterLink's existing or expected financial condition, operating results, assets,
customer relations, employee relations, or business prospects taken as a whole.

2.16 POWER OF ATTORNEY. No material power of attorney or similar
authorization given by InterLink is presently in effect.

2.17 ACCOUNTS RECEIVABLE. All accounts receivable of InterLink
reflected in the February 28, 1999 Financial Statements represent bona fide
sales actually made in the ordinary course of business.

2.18 AGREEMENTS AND COMMITMENTS. SCHEDULE 2.18 contains a
complete and accurate list of each agreement, contract, instrument, and
commitment (including license agreements) to which InterLink is a party that
provides for payments in excess of $5,000 per year or whose term is in excess of
one year and is not cancelable upon 30 or fewer days' notice without any
liability, penalty, or premium, other than a nominal cancellation fee or charge
("Third Party Agreements"). InterLink is not in material default under any Third
Party Agreements, nor, to Shareholders' and InterLink's best knowledge, does
there exist any event that, with notice or the passage of time or both, would
constitute a material default or event of default by InterLink under any Third
Party Agreements.

2.19 PERSONAL PROPERTY. Without material exception, SCHEDULE
2.19 contains lists of all tangible personal property and assets owned or held
by InterLink and used or useful in the conduct of the business of InterLink.
Except as set forth in SCHEDULE 2.19, InterLink owns and has good title to such
properties and none of such properties is subject to any security interest,
mortgage, pledge, conditional sales agreement, or other lien or encumbrance
(except for liens for current taxes, assessments, charges, or other governmental
levies not yet due and payable). InterLink has delivered to Netivation copies of
all leases and other agreements relating to property described in SCHEDULE 2.19
(including any and all amendments and other modifications to such leases and
other agreements) all of which are valid and binding, and InterLink is not in
material default under any such leases or agreements. Except as set forth in
SCHEDULE 2.19 and to the best of Shareholders' knowledge, all material
properties listed therein are generally in good operating condition and repair
(ordinary wear and tear excepted), are performing satisfactorily, and are
available for immediate use in the conduct of the business and operations of
InterLink. To the best of Shareholders' knowledge, all such tangible personal
property is in compliance in all material respects with all applicable statutes,
ordinances, rules, and regulations. The properties listed in SCHEDULE 2.19
include substantially all such properties necessary to conduct the business and
operations of InterLink as now conducted.

AGREEMENT AND PLAN OF MERGER - 9
<PAGE>

2.20 REAL PROPERTY. SCHEDULE 2.20 contains a list of all real
property currently owned or leased by InterLink and used or useful in the
conduct of the business operations of InterLink. Except as set forth in SCHEDULE
2.20, InterLink has good and marketable fee simple title, insurable at standard
rates, to all of the real property listed as owned in SCHEDULE 2.20 free and
clear of all liens, mortgages, pledges, covenants, easements, restrictions,
leases, charges, and other claims and encumbrances of any nature whatsoever, and
without reservation or exclusion of any mineral, timber, or other rights or
interests, except liens for real estate taxes, assessments, charges, or other
governmental levies not yet due and payable and except for easements, rights of
way, and restrictions of record. Shareholders have delivered to Netivation
copies of all leases listed in SCHEDULE 2.20 (including any and all amendments
and other modifications of such leases), which leases are valid and binding. To
the best of Shareholders' knowledge, InterLink is not in material default under
any such leases. To the best of Shareholders' knowledge, all property listed in
SCHEDULE 2.20 (including improvements thereon) is in satisfactory condition and
repair consistent with its present use and is available for immediate use in the
conduct of the business of InterLink. Except as set forth in SCHEDULE 2.20 and
to the best of Shareholders' knowledge, none of the property listed in SCHEDULE
2.20 or subject to leases listed in SCHEDULE 2.20 violates in any material
respect any applicable building or zoning code or regulation of any governmental
authority having jurisdiction. The property and leases described in SCHEDULE
2.20 include all such property or property interests necessary to conduct the
business and operations of InterLink as they are presently conducted.

2.21 PERSONNEL. SCHEDULE 2.21 sets forth a true and complete
list of:

2.21.1 The names, title, and current salaries of all
officers of InterLink;

2.21.2 The names of all directors of InterLink;

2.21.3 The wage rates (or ranges, if applicable) for each
class of exempt and nonexempt, salaried and hourly employees of InterLink;

2.21.4 All scheduled or contemplated increases in
compensation or bonuses; and

2.21.5 All scheduled or contemplated employee promotions.

2.22 PATENTS, TRADEMARKS, TRADE NAMES, ETC. SCHEDULE 2.22
contains an accurate and complete list of all patents, trademarks, tradenames,
service marks, and copyrights, and all applications therefor, presently owned or
held subject to license by InterLink and, to InterLink's best knowledge, the use
thereof by InterLink does not materially infringe on any patents, trademarks, or
copyrights or any other rights of any person. To Shareholders' and InterLink's
best knowledge, InterLink has not operated and is not operating its business in
a manner that infringes the proprietary rights of any other person in any
patents, trademarks, trade names, service marks,

AGREEMENT AND PLAN OF MERGER - 10
<PAGE>

copyrights, or confidential information. Except as set forth in SCHEDULE 2.22,
InterLink has not received any written notice of any infringement or unlawful
use of such property.

2.23 MERGER. The merger contemplated by this Agreement shall be
valid under Washington law when consummated in accordance with the terms of this
Agreement.

2.24 INTERACTIVE HEALTH EVALUATION SYSTEMS. InterLink has
fulfilled all of its obligations under that certain Consulting and Development
Agreement between InterLink and Interactive Health Evaluation Systems, Inc.
("Interactive") dated November 17, 1997, and has received no notice of default,
claim or demand from or on behalf of Interactive relating to said agreement.

3. REPRESENTATIONS AND WARRANTIES OF NETIVATION. As a material
inducement to the Shareholders to enter into this Agreement, Netivation hereby
represents and warrants to Shareholders as follows:

3.1 ORGANIZATION; POWER. Netivation is a corporation duly
incorporated and validly existing under the laws of the state of Nevada, and has
all requisite corporate power and authority to enter into this Agreement and
perform its obligations hereunder.

3.2 AUTHORIZATION. The execution, delivery, and performance by
Netivation of this Agreement and all other agreements contemplated hereby to
which Netivation is a party have been duly and validly authorized by all
necessary corporate action of Netivation, and this Agreement and each such other
agreement, when executed and delivered by the parties thereto, will constitute
the legal, valid, and binding obligation of Netivation enforceable against it in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, and similar statutes affecting creditors' rights
generally and judicial limits on equitable remedies.

3.3 NO CONFLICT WITH OTHER INSTRUMENTS OR AGREEMENTS. The
execution, delivery, and performance by Netivation of this Agreement and all
other agreements contemplated hereby to which Netivation is a party will not
result in a breach or violation of, or constitute a default under, its Articles
of Incorporation or Bylaws or any material agreement to which Netivation is a
party or by which Netivation is bound.

3.4 LITIGATION. There are no actions, suits, proceedings, or
governmental investigations or inquiries pending or, to the knowledge of
Netivation, threatened against Netivation or its properties, assets, operations,
or businesses that might delay, prevent, or hinder the consummation of the
Merger.

AGREEMENT AND PLAN OF MERGER - 11
<PAGE>

3.5 INVESTMENT REPRESENTATIONS.

3.5.1 During the course of the negotiation of this
Agreement, Netivation has reviewed all information provided to it by InterLink
and has had the opportunity to ask questions of and receive answers from
representatives of InterLink concerning InterLink and the Merger, and to obtain
certain additional information requested by Netivation.

3.5.2 Netivation understands that the Shares to be
purchased have not been registered under Securities Act of 1933 ("1933 Act"), or
under any state securities law.

3.6 NO TAX ADVICE. Netivation makes no representations or
warranties, either express or implied, to Shareholders regarding the tax
treatment of this transaction. Netivation understands that Shareholders are
relying on their own tax advisers in determining the tax treatment of this
transaction.

3.7 COMPLIANCE. Netivation has complied in all material
respects, and at the Effective Time shall have complied in all material
respects, with all federal and state securities laws in connection with this
Agreement and the IPO.

3.8 FULL DISCLOSURE. Neither this Agreement (including
all Schedules and Exhibits hereto) nor any other documents to be executed and
delivered by Netivation in connection with this transaction, including the IPO,
contains or will contain any material untrue statement of fact, and none of such
documents omits or will omit to state any fact necessary to make any of the
representations, warranties or other statements or information contained therein
not misleading.

3.9 MERGER. The merger contemplated by this Agreement
shall be valid under Idaho law when consummated in accordance with the terms of
this Agreement.

4. CONDUCT OF INTERLINK'S BUSINESS PENDING THE CLOSING. From the
date hereof until the Closing, and except as otherwise consented to or approved
by Netivation, Shareholders and InterLink covenant and agree with Netivation as
follows:

4.1 REGULAR COURSE OF BUSINESS. InterLink will operate its
business in accordance with the reasonable judgment of its management diligently
and in good faith, consistent with past management practices, and InterLink will
continue to use its reasonable efforts to keep available the services of present
officers and employees (other than planned retirements) and to preserve its
present relationships with persons having business dealings with it.
Shareholders will confer with Netivation concerning operational matters of a
material nature and will otherwise report periodically to Netivation concerning
the status of the business, operations, and finances of InterLink.

AGREEMENT AND PLAN OF MERGER - 12
<PAGE>

4.2 DISTRIBUTIONS. InterLink will not declare, pay, or set aside
for payment any dividend or other distribution in respect of its capital stock.

4.3 CAPITAL CHANGES. InterLink will not issue any shares of its
stock, or issue or sell any securities convertible into, or exchangeable for, or
options, warrants to purchase, or rights to subscribe to, any shares of its
stock or subdivide or in any way reclassify any shares of its capital stock, or
repurchase reacquire, cancel, or redeem any such shares.

4.4 ASSETS. The assets, property, and rights now owned by
InterLink will be used, preserved, and maintained, as far as practicable, in the
ordinary course of business, to the same extent and in the same condition as
said assets, property, and rights are on the date of this Agreement, and no
unusual or novel methods of manufacture, purchase, sale, management, or
operation of said properties or business or accumulation or valuation of
inventory will be made or instituted. Without the prior consent of Netivation,
InterLink will not encumber any of its assets or make any commitments relating
to such assets, property, or business, except in the ordinary course of its
business.

4.5 INSURANCE. InterLink will keep or cause to be kept in effect
and undiminished the insurance now in effect on its various properties and
assets, and will purchase such additional insurance, at Netivation's cost, as
Netivation may request.

4.6 EMPLOYEES. InterLink will not grant to any employee any
promotion, any increase in compensation, or any bonus or other award other than
promotions, increases, or awards that are regularly scheduled in the ordinary
course of business or contemplated on the date of this Agreement or that are, in
the reasonable judgement of management of InterLink, in InterLink's best
interest.

4.7 NO VIOLATIONS. InterLink will comply in all material
respects with all statutes, laws, ordinances, rules, and regulations applicable
to it in the ordinary course of business.

4.8 PUBLIC ANNOUNCEMENTS. No press release or other announcement
to the employees, customers, or suppliers of InterLink related to this Agreement
or the Merger will be issued without the joint approval of the parties, unless
required by law, in which case Netivation and Shareholders will consult with
each other regarding the announcement.

4.9 ASSIGNMENTS AND CONSENTS. InterLink will obtain all
necessary assignments and consents with respect to all agreements and contracts
of InterLink.

4.10 SELLER APPROVAL. InterLink will obtain approval by
InterLink's shareholders of the transactions provided for in this Agreement.

AGREEMENT AND PLAN OF MERGER - 13
<PAGE>

5. COVENANTS OF INTERLINK AND SHAREHOLDERS. InterLink and
Shareholders covenant and agree with Netivation as follows:

5.1 SATISFACTION OF CONDITIONS. InterLink will use reasonable
efforts to obtain as promptly as practicable the satisfaction of the conditions
to Closing set forth in Section 8 and any necessary consents or waivers under or
amendments to agreements by which InterLink is bound. If any such consent or
approval is not obtained, InterLink will use commercially reasonable efforts to
secure an arrangement reasonably satisfactory to Netivation intended to provide
for Netivation following the Closing the benefits under each contract or
agreement for which such consent or approval is not obtained.

5.2 SUPPLEMENTS TO SCHEDULES. From time to time prior to the
Closing, Shareholders and InterLink will promptly supplement or amend the
Schedules with respect to any matter hereafter arising that, if existing or
occurring at the date of this Agreement, would have been required to be set
forth or described in any Schedule and will promptly notify Netivation of any
breach by either of them that either of them discovers of any representation,
warranty, or covenant contained in this Agreement. No supplement or amendment of
any Schedule made pursuant to this section will be deemed to cure any breach of
any representation of or warranty made in this Agreement unless Netivation
specifically agrees thereto in writing; provided, however, that if the Merger is
closed, Netivation will be deemed to have waived its rights with respect to any
breach of a representation, warranty, or covenant or any supplement to any
Schedule of which it shall have been notified pursuant to this Section 5.2.

5.3 NO SOLICITATION. Until the Closing or termination pursuant
to Section 11 of this Agreement, neither Shareholders nor InterLink, nor any of
their respective directors, officers, employees, or agents shall, directly or
indirectly, encourage, solicit, initiate, or enter into any discussions or
negotiations concerning any disposition of any of the capital stock or all or
substantially all of the assets of InterLink (other than pursuant to this
Agreement), or any proposal therefor, or furnish or cause to be furnished any
information concerning InterLink to any party in connection with any transaction
involving the acquisition of the capital stock or assets of InterLink by any
person other than Netivation. Shareholders or InterLink will promptly inform
Netivation of any inquiry (including the terms thereof and the person making
such inquiry) received by any responsible officer or director of InterLink or
Shareholders after the date hereof and believed by such person to be a bona
fide, serious inquiry relating to any such proposal.

5.4 ACTION AFTER THE CLOSING. Upon the reasonable request of any
party hereto after the Closing, any other party will take all action and will
execute all documents and instruments necessary or desirable to consummate and
give effect to the Merger. These include, by way of illustration and not by way
of limitation, the following:

5.4.1 Various conditions relating to filing, payment, and
collecting of refunds relating to taxes;

AGREEMENT AND PLAN OF MERGER - 14
<PAGE>

5.4.2 Resignations of each of the directors of InterLink;

5.4.3 Provisions relating to delivery of Corporate books
and records;

5.4.4 Provisions relating to treatment of confidential
proprietary information obtained in the merger process; and if Netivation is
concerned that Shareholders is not getting corporate approval in due time (or
vice versa), the following covenant may be considered.

6. SHAREHOLDERS' COVENANTS NOT TO COMPETE.

6.1 GARY--IN GENERAL. As of the date of Closing, Gary shall not
participate in, engage in, reopen, or be employed directly or indirectly by any
business, trade, or occupation similar to the businesses currently conducted by
Netivation or InterLink, nor will they in any manner become interested, directly
or indirectly, in any such business, trade or occupation within the geographic
area of Netivation's and InterLink's current business for a period of three (3)
years from Closing.

6.2 EXCEPTIONS FOR EMPLOYMENT OF GARY BY NETIVATION AND
INCONSISTENT TERMS. It shall not be a breach of the non-compete covenant for
Gary to accept employment with Netivation. Furthermore, to the extent that Gary
and Netivation enter into an employment agreement that contains a non-compete
covenant with a different length of time than is provided herein, then the
provisions herein concerning the length of Gary's covenant shall be deemed
amended to match the length of the non-compete covenant in said employment
agreement.

6.3 MOODY. As of the date of Closing, Moody shall not
participate in, engage in, or conduct, directly or indirectly, any Web design or
Web hosting (unless such participation is as an employee of or consultant to
InterLink or Netivation) within the geographic area of Netivation's and
InterLink's current business for a period of two (2) years from Closing.

6.4 REMEDY FOR BREACH. The parties agree that it would be
difficult to measure damages to Netivation resulting from any breach of
Shareholders' non-compete covenants and that damages therefore would be an
inadequate remedy. Accordingly, Shareholders agree that Netivation is entitled
to specific performance of Shareholders' non-compete covenants by any court
having jurisdiction; provided, however, this clause shall not be construed to
prohibit Netivation from pursuing any other remedies permitted by law to redress
such breach or anticipated or threatened breach.

7. COVENANTS OF NETIVATION.

7.1 BEST EFFORTS. Netivation will use its best efforts to cause
the conditions set forth in Section 9 to be satisfied.

AGREEMENT AND PLAN OF MERGER - 15
<PAGE>

7.2 EMPLOYEE INCOME TAX MAKEUP. In the event that Netivation
requires current employees of InterLink to relocate to Idaho, Netivation shall
increase any such employees' wages or salary by eight and two-tenths percent
(8.2%) upon the relocation.

7.3 CONTRIBUTION TO CAPITAL. Netivation shall pay InterLink
Fifty Thousand Dollars ($50,000) cash upon the execution of this Agreement, the
receipt of which is hereby acknowledged.

8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF NETIVATION. Each and
every obligation of Netivation under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:

8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. Each of the
representations and warranties made by InterLink herein will be true and correct
in all material respects as of the Closing with the same effect as though made
at that time except for changes contemplated, permitted, or required by this
Agreement; Shareholders and InterLink will have performed and complied with all
agreements, covenants, and conditions required by this Agreement to be performed
and complied with by them prior to the Closing; and Netivation will have
received, at the Closing, a certificate of InterLink and Shareholders, signed by
the President and the Chief Financial Officer of InterLink and Shareholders, in
the form attached hereto as EXHIBIT 8.1, stating that each of the
representations and warranties made by InterLink and Shareholders herein is true
and correct in all material respects as of the Closing except for changes
contemplated, permitted, or required by this Agreement and that Shareholders and
InterLink have performed and complied with all agreements, covenants, and
conditions required by this Agreement to be performed and complied with by them
prior to the Closing.

8.2 LITIGATION. No material action, suit, or proceeding before
any court, governmental or regulatory authority will have been commenced and be
continuing, and no investigation by any governmental or regulatory authority
will have been commenced and be continuing, and no action, investigation, suit,
or proceeding will be threatened at the time of Closing, against Shareholders,
InterLink, or Netivation or any of their affiliates, associates, officers, or
directors, seeking to restrain, prevent, or change the Merger, questioning the
validity or legality of the Merger, or seeking damages in connection with the
Merger.

8.3 LEGAL OPINION. Netivation will have received an opinion of
Seller's legal counsel, in the form attached hereto as EXHIBIT 8.3.

8.4 MATERIAL CHANGE. From the date of this Agreement to the
Closing, InterLink shall not have suffered any material adverse change (whether
or not such change is referred to or described in any supplement to any Exhibit
or Schedule to this Agreement) in its business prospects, financial condition,
working capital, assets, liabilities (absolute, accrued, contingent, or
otherwise), or operations.

AGREEMENT AND PLAN OF MERGER - 16
<PAGE>

8.5 [INTENTIONALLY BLANK.]

8.6 [INTENTIONALLY BLANK.]

8.7 [INTENTIONALLY BLANK.]

8.8 EMPLOYEE AGREEMENTS. An employment agreement in the form
attached hereto as EXHIBIT 8.8 shall have been entered into with Gary.

9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF INTERLINK AND
SHAREHOLDERS. Each and every obligation of Shareholders and InterLink under this
Agreement is subject to the satisfaction, at or before the Closing, of each of
the following conditions:

9.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. Each of the
representations and warranties made by Netivation herein will be true and
correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted, or required
by this Agreement; Netivation will have performed and complied with all
agreements, covenants, and conditions required by this Agreement to be performed
and complied with by it prior to the Closing; and Shareholders will have
received, at the Closing, a certificate of Netivation, signed by the President
of Netivation, in the form attached hereto as EXHIBIT 9.1, stating that each of
the representations and warranties made by Netivation herein is true and correct
in all material respects as of the Closing except for changes contemplated,
permitted, or required by this Agreement and that Netivation has performed and
complied with all agreements, covenants, and conditions required by this
Agreement to be performed and complied with by it prior to the Closing.

9.2 NO PROCEEDING OR LITIGATION. No action, suit, or proceeding
before any court (other than suits seeking monetary damages only and in the
aggregate sum of less than $10,000) and any governmental or regulatory authority
will have been commenced and be continuing, and no investigation by any
governmental or regulatory authority will have been commenced and be continuing,
and no action, investigation, suit, or proceeding will be threatened at the time
of Closing, against Shareholders, InterLink, or Netivation or any of their
affiliates, associates, officers, or directors, seeking to restrain, prevent, or
change the Merger, questioning the validity or legality of the Merger, or
seeking damages in connection with the Merger.

9.3 [INTENTIONALLY BLANK.]

10. DELIVERIES UPON SIGNING; CLOSING.

10.1 NETIVATION'S DELIVERIES. Upon the execution of this
Agreement, Netivation shall deliver the following:

AGREEMENT AND PLAN OF MERGER - 17
<PAGE>

A. to Seller, copies, certified by the Secretary or an
Assistant Secretary of Netivation and Netivation Sub, of the resolutions of
Netivation and Netivation Sub authorizing the execution, delivery, and
performance of this Agreement; and

B. to InterLink, Fifty Thousand Dollars ($50,000) in
immediately available funds.

10.2 SHAREHOLDERS' DELIVERIES. Upon the execution of this
Agreement, Shareholders shall deliver to Netivation the following:

A. The corporate charter and all amendments thereto and
restatements thereof of InterLink certified by the official having custody over
corporate records in the jurisdiction of incorporation of the corporation in
question;

B. The current bylaws and minutes of all meetings and
consents of shareholders and directors of InterLink;

C. Each certificate of qualification to do business as a
foreign corporation of InterLink;

D. All stock transaction records of InterLink;

E. A certificate of the Secretary or Assistant Secretary
of InterLink as to the accuracy, currency, and completeness of each of the above
documents, the incumbency and signatures of officers of InterLink, the absence
of any amendment to the charter documents of InterLink, and the absence of any
proceeding for dissolution or liquidation of InterLink; and

F. Uniform Commercial Code, judgment and lien searches
from the appropriate county and state agencies showing all liens against assets,
which searches shall be conducted not more than ten (10) days prior to the
execution of this Agreement.

10.3 PRE-CLOSING CERTIFICATES. At any time prior to the Closing
as Netivation's managing underwriter may request, Netivation shall deliver to
Shareholders a certificate in the form of EXHIBIT 10.3A attached hereto and
InterLink and Shareholders shall deliver to Netivation a certificate in the form
of EXHIBIT 10.3B attached hereto.

10.4 TIME, PLACE, AND MANNER OF CLOSING. Unless this Agreement
has been terminated and the Merger has been abandoned pursuant to the provisions
of Section 11, the closing ("Closing") will be held at the offices of Moffatt,
Thomas, Barrett, Rock & Fields, Chtd. at Boise, Idaho, or such other place as
the parties may agree, on the date of and simultaneously with the effectiveness
of Netivation's IPO.

AGREEMENT AND PLAN OF MERGER - 18
<PAGE>

10.4.1 NETIVATION'S DELIVERIES. At Closing, Netivation
shall deliver to Shareholders the following:

A. the Netivation Stock;

B. a duly executed counterpart of the Employment,
Confidentiality and Noncompetition Agreement, the form of which is attached
hereto as EXHIBIT 8.8, dated as of Closing with a Term (as that term is defined
in said agreement) commencing as of the date of Closing and ending one (1) year
from the date of Closing;

C. the certificate contemplated by Section 9.1; and

D. the Idaho Articles of Merger duly executed by
Netivation Sub.

10.4.2 SHAREHOLDERS' AND INTERLINK'S DELIVERIES. At Closing,
Shareholders or InterLink or both, as applicable, shall deliver to Netivation
the following:

A. The Washington Articles of Merger duly executed by
InterLink;

C. the opinion of Seller's and InterLink's counsel
contemplated by Section 8.3;

D. the following consents to assignment and estoppels:

(i) a consent to assignment of the October 19, 1998
Service Order and Agreement with NEXTLINK Washington, Inc.;

(ii) a consent to assignment of the June 26, 1998
AT&T Networked Commerce Services Creative Alliance Program Agreement with AT&T
Corp.;

(iii) a consent to assignment of the September 15,
1998 Collocation Agreement with Electric Lightwave, Inc.;

(iv) a consent to assignment of the March 15, 1996
License and Distribution Agreement with Microsoft Corporation;

AGREEMENT AND PLAN OF MERGER - 19
<PAGE>

(v) an estoppel certificate from Interactive Health
Evaluation Systems, Inc. ("Interactive") indicating that InterLink has fully
complied with its obligations under the November 17, 1997, Consulting and
Development Agreement and that Interactive does not have any claims against
InterLink arising out of said agreement;

(vi) an estoppel certificate from InterLink and
Nesbitt Software Corporation ("Nesbitt") indicating the status of payments from
InterLink to Nesbitt and lack of default by InterLink under the letter agreement
dated November 14, 1997 regarding InterLink's contract with Interactive Health
Evaluation Systems, Inc.;

(vii) a consent to assignment of InterLink's real
property lease with L&L Properties; and

E. the certificate contemplated by Section 8.1.

After the Closing, Shareholders will execute, deliver, and acknowledge all such
further instruments of transfer and conveyance and will perform all such other
acts as Netivation may reasonably request to effectively consummate the Merger.

11. REMEDIES FOR BREACH; TERMINATION.

11.1 NETIVATION'S REMEDIES UPON BREACH BY INTERLINK OR
SHAREHOLDERS. If either InterLink or Shareholders shall breach or fail to
perform, in any material aspect, any of their respective representations,
warranties, covenants or obligations hereunder, then Netivation may (1) waive
such default and proceed to Closing, (2) seek any and all relief available to
Netivation at law or at equity, including but not limited to specific
performance, or (3) terminate this Agreement.

11.2 TERMINATION BY SHAREHOLDERS FOR CAUSE. If, pursuant to the
provisions of Section 9 of this Agreement, Shareholders are not obligated at the
Closing to consummate this Agreement, then Shareholders may terminate this
Agreement.

11.3 TERMINATION WITHOUT CAUSE. Anything herein or elsewhere to
the contrary notwithstanding, this Agreement may be terminated and abandoned at
any time without further obligation or liability on the part of any party in
favor of any other only by mutual consent of Netivation and Shareholders.

11.4 TERMINATION PROCEDURE. Any party having the right to
terminate this Agreement pursuant to Section 11.1 or 11.2 may terminate this
Agreement by delivering to the other party written notice of termination prior
to the Closing, and thereupon, this Agreement will be terminated without
obligation or liability of any party.

11.5 NON-CONSUMMATION OF IPO. If Netivation has not consummated
the IPO within one year from the date of this Agreement, then this Agreement
shall be terminated

AGREEMENT AND PLAN OF MERGER - 20
<PAGE>

without obligation or liability of any party. Netivation and Shareholders agree
and acknowledge that nothing in this Agreement shall impose upon Netivation any
obligation to consummate, or to expend any effort to consummate, the IPO.

11.6 NO REFUND OF FIFTY THOUSAND DOLLARS. The Fifty Thousand
Dollars ($50,000) cash paid to InterLink upon signing this Agreement pursuant to
Section 7.3 shall be deemed earned upon signing this Agreement and shall not be
refundable.

12. INDEMNIFICATION.

12.1 INDEMNIFICATION BY INTERLINK AND SHAREHOLDERS. Subject to
the limitations and procedures set forth in this Section 12, InterLink and the
Shareholders shall jointly and severally indemnify and hold harmless Netivation
from and against all losses, claims, demands, damages, liabilities, obligations,
costs and/or expenses, including, without limitation, reasonable fees and
disbursements of counsel (hereinafter referred to collectively as "Damages"),
which are sustained or incurred by Netivation or the Surviving Corporation, to
the extent that such Damages are sustained or incurred by reason of (a) the
breach of any of the obligations, covenants, or provisions of, or the breach of
any of the representations or warranties made by, InterLink or the Shareholders
in this Agreement; or (b) any claim, dispute, action, suit, investigation, or
proceeding set forth in any of InterLink's disclosure schedules. The foregoing
notwithstanding, from and after the Closing, Shareholders shall be solely
responsible for any indemnification due under this Section 12.1 and shall have
no right to seek contribution or indemnification from InterLink. Any liability
by the Shareholders or InterLink for Damages under this Section 12.1 shall be
offset by any proceeds of insurance covering any such Damages paid to Netivation
pursuant to policies maintained by Netivation.

12.2 INDEMNIFICATION BY NETIVATION. Subject to the limitations
and procedures set forth in this Section 12, Netivation shall indemnify and hold
harmless the Shareholders from and against any and all Damages sustained or
incurred by the Shareholders, to the extent such Damages are sustained or
incurred by the Shareholders by reason of the breach of any of the obligations,
covenants, or provisions of, or the breach of any of the representations or
warranties made by, Netivation in this Agreement.

12.3 PROCEDURE FOR INDEMNIFICATION. In the event that any party
to this Agreement shall incur any Damages in respect of which indemnify may be
sought by such party pursuant to this Section 12 or any other provision of this
Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the
party providing indemnification (the "Indemnitor") promptly. In the case of
third party claims, such notice shall in any event be given within 10 days of
the filing or assertion of any claim against the Indemnitee stating the nature
and basis of such claim; provided, however, that any delay or failure to notify
any Indemnitor of any claim shall not relieve it from any liability except to
the extent that the Indemnitor demonstrates that the defense of such action has
been materially prejudiced by such delay or failure to notify. In the case of
third party claims, the Indemnitor shall, within 10 days of receipt of notice of
such claim, notify the

AGREEMENT AND PLAN OF MERGER - 21
<PAGE>

Indemnitee of its intention to assume the defense of such claim. If the
Indemnitor assumes the defense of the claim, the Indemnitor shall have the right
and obligation (a) to conduct any proceedings or negotiations in connection
therewith and necessary or appropriate to defend the Indemnitee, (b) to take all
other required steps or proceedings to settle or defend any such claims, and (c)
to employ counsel to contest any such claim or liability in the name of the
Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any
such claim or litigation resulting therefrom, the Indemnitee may defend against
any such claim or litigation in such manner as it may deem appropriate and the
Indemnitee may settle such claim or litigation on such terms as it may deem
appropriate, and assert against the Indemnitor any rights or claims to which the
Indemnitee is entitled. Payment of Damages shall be made within 10 days of a
final determination of a claim.

A final determination of a disputed claim shall be (a) a judgment of
any court determining the validity of disputed claim, if no appeal is pending
from such judgment or if the time to appeal therefrom has elapsed, (b) an award
of any arbitration determining the validity of such disputed claim, if there is
not pending any motion to set aside such award or if the time within to move to
set such award aside has elapsed, (c) a written termination of the dispute with
respect to such claim signed by all of the parties thereto or their attorneys,
(d) a written acknowledgment of the Indemnitor that it no longer disputes the
validity of such claim, or (e) such other evidence of final determination of a
disputed claim as shall be acceptable to the parties.

13. SECURITIES LAW MATTERS.

13.1 INVESTOR REPRESENTATIONS. In connection with the issuance
of shares of Netivation Stock to the Shareholders (as provided in Section 1.2),
the Shareholders represent and warrant as follows:

13.1.1 Shareholders (i) will acquire and hold the
Netivation Stock solely for their own account, as principal, for investment
purposes only, and not with a view to, or for resale, distribution, or
fractionalization of all or any part of the Netivation Stock and (ii) have no
present intention, agreement, or arrangement to divide its participation with
others or to resell, assign, transfer, or otherwise dispose of all or any part
of the Netivation Stock.

13.1.2 In making their decision to receive the Netivation
Stock as part of the purchase price, Shareholders have evaluated the risk of
investing in the Netivation Stock and are acquiring the Netivation Stock based
only upon their independent examination and judgment as to the prospects of
Netivation as determined from information obtained directly by Shareholders from
Netivation. Shareholders acknowledge receipt of all information requested of
Netivation. The Netivation Stock was not offered to Shareholders by means of
publicly disseminated advertisements or sales literature, nor are Shareholders
aware of any offers made to other persons by such means.

13.1.3 Shareholders have been given the opportunity (i) to
ask questions of, and receive answers from, Netivation concerning the terms and
conditions of the issuance of the Netivation Stock and other matters pertaining
to this investment and all such

AGREEMENT AND PLAN OF MERGER - 22
<PAGE>

questions have been answered to the satisfaction of Shareholders; and (ii) to
obtain such additional information necessary to verify the accuracy of the
information or materials provided to Shareholders, except such information which
Netivation has indicated it either does not possess and cannot acquire without
unreasonable effort or expense or which is proprietary and confidential.

13.1.4 Each Shareholder is an "accredited investor," as
that term is defined in Section 501(a) of Regulation D promulgated under the
Securities Act.

13.2 DISPOSITION OF SHARES. Shareholders represent and warrant
that the Netivation Stock is being acquired and will be acquired for their own
account and will not be sold or otherwise disposed of except pursuant to (i) an
exemption or exclusion from the registration requirements under the Securities
Act, which does not require the filing by Netivation with the SEC of any
registration statement, offering circular or other document, in which case
Shareholders shall first supply to Netivation an opinion of counsel (which
opinion of counsel shall be satisfactory to Netivation) that such exemption or
exclusion is available, or (ii) a registration statement filed by Netivation
with the SEC under the Securities Act.

13.3 LEGEND. The certificates for the Netivation Stock received
by Shareholders shall bear the following legend:

The Shares represented by this certificate have
not been registered under the Securities Act of
1933, as amended, and may not be sold,
transferred, or otherwise disposed of by the
holder without an effective registration statement
being filed under and pursuant to said Act or
receipt of an opinion of counsel in form and
substance satisfactory to the issuer that an
exemption from registration is available.

and Netivation may, unless a registration statement covering such shares is in
effect, place stop transfer orders with its transfer agents with respect to such
certificates.

14. MISCELLANEOUS PROVISIONS.

14.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this
Agreement may be amended, modified, or supplemented only by a written agreement
signed by Netivation and Shareholders.

14.2 WAIVER OF COMPLIANCE; CONSENTS.

AGREEMENT AND PLAN OF MERGER - 23
<PAGE>

or failure to insist upon strict compliance with such obligation, covenant,
agreement, or condition will not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.

14.2.2 Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set forth above.

14.3 NOTICES. All notices, requests, demands, and other
communications required or permitted hereunder will be in writing and will be
deemed to have been duly given when delivered by hand or two days after being
mailed by certified or registered mail, return receipt requested, with postage
prepaid:

If to Netivation, to Netivation Sub, or to InterLink after the
Closing, to:

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815
Attention: Tony Paquin

Copy to:

Moffatt, Thomas, Barrett, Rock & Fields
101 S. Capitol Blvd., 10th Floor
Post Office Box 829
Boise, Idaho 83701-0829
Attention: Mark Ellison

or to such other person or address as Netivation furnishes to Shareholders
pursuant to the above.

If to InterLink before the Closing, to:

InterLink Services, Inc.
16 E. Mission
Spokane, Washington 99202

Copies to:

Esposito, Tombari, George, Topliff & Campbell, P.S.
W. 421 Riverside Avenue, Suite 960
Spokane, Washington 99201
Attention: Joseph Esposito

AGREEMENT AND PLAN OF MERGER - 24
<PAGE>

Workland & Witherspoon, PLLC
601 W. Main Avenue, Suite 714
Spokane, Washington 99201
Attention: Gregory B. Lipsker

If to Gary, to:

InterLink Services, Inc.
16 E. Mission
Spokane, Washington 99202
Attention: Dene W. Gary

Copies to:

Esposito, Tombari, George, Topliff & Campbell, P.S.
W. 421 Riverside Avenue, Suite 960
Spokane, Washington 99201
Attention: Joseph Esposito

Workland & Witherspoon, PLLC
601 W. Main Avenue, Suite 714
Spokane, Washington 99201
Attention: Gregory B. Lipsker

If to Moody, to:

InterLink Services, Inc.
16 E. Mission
Spokane, Washington 99202
Attention: James L. and Carla A. Moody

Copy to:

Esposito, Tombari, George, Topliff & Campbell, P.S.
W. 421 Riverside Avenue, Suite 960
Spokane, Washington 99201
Attention: Joseph Esposito

or to such other address as Shareholders furnishes to Netivation pursuant to the
above.

14.4 TITLES AND CAPTIONS. All section titles or captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.

AGREEMENT AND PLAN OF MERGER - 25
<PAGE>

14.5 ENTIRE AGREEMENT. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of this
Agreement.

14.6 SEVERABILITY. All agreements and covenants contained herein
are severable, and in the event any of them should be held to be invalid by a
court of competent jurisdiction, this Agreement shall be interpreted and
enforced as if such invalid agreements or covenants were not contained herein.
In the event the territory or length of any of the covenants not to compete is
determined by a court to be too broad, the court shall redefine the territory
and length to be as broad as possible.

14.7 ASSIGNMENT. Neither this Agreement nor any other rights or
obligations under this Agreement may be assigned by any party hereto without the
prior written consent of all parties to the Agreement. Subject to the foregoing,
this Agreement shall be binding upon the heirs, executors, administrators,
successors, and assigns of the parties hereto.

14.8 ATTORNEY FEES. In the event an arbitration, suit or action
is brought by any party under this Agreement to enforce any of its terms, or in
any appeal therefrom, it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.

14.9 PRONOUNS AND PLURALS. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons may require.

14.10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the state of Idaho.

14.11 ARBITRATION. The parties shall attempt in good faith to
resolve any controversy or claim arising out of or relating to this Agreement,
or the breach, termination, or validity thereof (a "Dispute") promptly by
negotiation between the parties. If a Dispute has not been resolved within 30
days by negotiation, the parties shall attempt to mediate the Dispute through
the selection of a mutually agreeable mediator who shall conduct such mediation
in confidence. If a Dispute is not resolved by mediation, then the Dispute shall
be settled by arbitration by a sole arbitrator in accordance with the Commercial
Rules of the American Arbitration Association, and governed by the United States
Arbitration Act, 9 U.S.C. (S)(S) 1-16, except as otherwise provided herein.
Judgment upon the award rendered by the arbitrator may be entered by any court
having jurisdiction thereof. The place of arbitration shall be Coeur d'Alene,
Idaho. Each party shall be responsible for his own attorney fees incurred during
any phase of dispute resolution. The arbitrator shall apply the law to the
dispute in the same manner as a judge were the dispute before a court of law of
the state of Idaho. The arbitrator shall have the authority to award any remedy
or relief that a court of the state of Idaho could order or grant, including,
without limitation, specific performance of any obligation created under the
Agreement, the issuance of an injunction, or the imposition of

AGREEMENT AND PLAN OF MERGER - 26
<PAGE>

sanctions for abuse or frustration of the arbitration process. Notwithstanding
the foregoing, the arbitrator shall not have authority to award punitive
damages. The parties shall take all reasonable steps necessary to conduct a
hearing no later than 45 days after submission of the matter to arbitration. The
arbitrator shall render his decision within 15 days after the close of the
arbitration hearing. The arbitration award shall be in writing and shall specify
the factual and legal bases for the award.

14.12 COUNTERPARTS; FAX SIGNATURES. This Agreement may be
executed in one or more counterparts, each of which together shall constitute a
single instrument. Signatures on this Agreement transmitted by facsimile shall
be deemed to be original signatures for all purposes of this Agreement.

14.13 FURTHER ACTION. The parties hereto shall execute and
deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year set forth above.

NETIVATION.COM, INC.,
A NEVADA CORPORATION

By /s/ Gary S. Paquin
__________________________________
Gary S. Paquin, Chief Operating
Officer and Secretary

INTERLINK SERVICES, INC.,
A WASHINGTON CORPORATION

By /s/ Dene W. Gary
__________________________________
Dene W. Gary, President

/s/ Dene W. Gary
____________________________________
Dene W. Gary, Individually

/s/ James L. Moody
____________________________________
James L. Moody, Individually

AGREEMENT AND PLAN OF MERGER - 27
<PAGE>
/s/ Carla A. Moody
_____________________________________________
Carla A. Moody, Individually

NETIVATION ACQUISITION COMPANY, INC.,
an Idaho corporation

By /s/ Gary S. Paquin
___________________________________________
Gary S. Paquin, Chief Operating Officer
and Secretary
AGREEMENT AND PLAN OF MERGER-28
<PAGE>

SPOUSAL CONSENT

I, the undersigned spouse of Dene W. Gary, hereby acknowledge that I
have read the foregoing Agreement and consent to its terms and to the
disposition made therein of any interest I may have in the InterLink Shares
through community property or otherwise.

/S/ Shiela G. Gary
_______________________________________
Signature

Shiela G. Gary
_______________________________________
Printed Name

3/8/99
_______________________________________
Date

AGREEMENT AND PLAN OF MERGER-29
<PAGE>

EXHIBIT 1.1.1

WASHINGTON ARTICLES OF MERGER

ARTICLES OF MERGER OF

NETIVATION ACQUISITION COMPANY, INC.
A IDAHO CORPORATION

WITH AND INTO

INTERLINK SERVICES, INC.
A WASHINGTON CORPORATION

1. The names of the corporations proposing to merge and the states under
which such entities are organized are as follows:

Name of Corporation State of Organization
------------------- ---------------------

Netivation Acquisition Company, Inc. ("NAC") Idaho
InterLink Services, Inc. ("InterLink") Washington

2. The Agreement and Plan of Merger, attached hereto and incorporated
herein, has been adopted, approved, certified, executed and acknowledged by NAC
and InterLink in accordance with the Washington Business Corporation Act and the
Idaho Business Corporation Act.

3. The Agreement and Plan of Merger was duly approved by the shareholders
of NAC and InterLink pursuant to Revised Code of Washington 23B.11.030.

Dated as of the_____ day of _____, 1999.

NETIVATION ACQUISITION COMPANY, INC.

By:____________________________________________
Anthony J. Paquin, President

INTERLINK SERVICES, INC.

By_____________________________________________
Dene W. Gary, President

EXHIBIT 1.1.
<PAGE>

EXHIBIT 1.1.2

IDAHO ARTICLES OF MERGER

ARTICLES OF MERGER OF

NETIVATION ACQUISITION COMPANY, INC.
A IDAHO CORPORATION

WITH AND INTO

INTERLINK SERVICES, INC.
A WASHINGTON CORPORATION

1. The names of the corporations proposing to merge and the states under
which such entities are organized are as follows:

Name of Corporation State of Organization
------------------- ---------------------

Netivation Acquisition Company, Inc. ("NAC") Idaho
InterLink Services, Inc. ("InterLink") Washington

3. The number of NAC's shares outstanding at the time of such approval
was 100 shares, and the number of shares entitled to vote thereon was 100. The
number of shares voted for the Agreement and Plan of Merger was 100 and the
number of shares voted against the Agreement and Plan of Merger was 0. The
number of votes cast for the Agreement and Plan of Merger was sufficient for
approval by the owners of the common stock of NAC.

4. The number of InterLink's shares outstanding at the time of such
approval was _______ shares, and the number of shares entitled to vote thereon
was _______. The number of shares voted for the Agreement and Plan of Merger
was _______ and the number of shares voted against the Agreement and Plan of
Merger was _______. The number of votes cast for the Agreement and Plan of
Merger was sufficient for approval by the owners of the common stock of
InterLink.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXHIBIT 1.1.2
<PAGE>

Dated as of the _____ day of _________, 1999.

NETIVATION ACQUISITION COMPANY, INC.

By:__________________________________________
Anthony J. Paquin, President

INTERLINK SERVICES, INC.,

By___________________________________________
Dene W. Gary, President

EXHIBIT 1.1.2
<PAGE>

EXHIBIT 1.4.3

DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

Directors: Anthony J. Paquin
Gary S. Paquin
Donna L. Weaver

Chairman of the Board of Directors: Anthony J. Paquin

President: Dene W. Gary

Secretary and Treasurer: Gary S. Paquin

EXHIBIT 1.4.3
<PAGE>

EXHIBIT 2.5(A)

BALANCE SHEET

See attached.

EXHIBIT 2.5(A)
<PAGE>

EXHIBIT 2.5(B)

INCOME STATEMENT

See attached.

EXHIBIT 2.5(B)
<PAGE>

EXHIBIT 8.1

FORM OF CERTIFICATE OF THE COMPANY AND SHAREHOLDER

CERTIFICATE OF REPRESENTATIONS AND WARRANTIES

We, DENE W. GARY and JAMES L. MOODY and CARLA A. MOODY, as joint
tenants with right of survivorship, certify that we are the sole Shareholders of
INTERLINK SERVICES, INC., a Washington corporation, and that the representations
and warranties of the undersigned and InterLink Services, Inc. contained in the
Agreement and Plan of Merger dated as of March ___, 1999, among Dene W. Gary and
James L. Moody and Carla A. Moody, Netivation Acquisition Company, Inc., an
Idaho corporation, Netivation.com, Inc., a Nevada corporation, and InterLink
Services, Inc. (the "Merger Agreement") are true and correct in all material
respects as of the date of this Certificate. We also certify that the
undersigned and InterLink Services, Inc. have performed and complied with all
agreements, covenants, and conditions required by the Merger Agreement to be
performed and complied with by each of them prior to the date of this
Certificate.

DATED this ___ day of _________, 1999.

INTERLINK SERVICES, INC.

By________________________________________
Dene W. Gary, President

__________________________________________
Dene W. Gary, individually

__________________________________________
James L. Moody, individually

__________________________________________
Carla A. Moody, individually

EXHIBIT 8.1
<PAGE>

EXHIBIT 8.3

FORM OF LEGAL OPINION

_____________, 1999

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, ID 83815

Netivation Acquisition Company, Inc.
7950 Meadowlark Way
Coeur d'Alene, ID 83815

RE: AGREEMENT AND PLAN OF MERGER

Ladies and Gentlemen:

We have acted as counsel to InterLink Services, Inc. (the "Company") and to Dene
W. Gary, James L. Moody and Carla A. Moody ("Sellers") in connection with the
transaction contemplated by that certain Agreement and Plan of Merger (the
"Agreement") dated as of ______________, 1999, by and among the Company,
Sellers, Netivation.com, Inc., and Netivation Acquisition Company, Inc. This
opinion is being delivered pursuant to Section 8.3 of the Agreement. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings set forth in the Agreement.

In our capacity as counsel to the Company and Sellers, we have examined the
Agreement and originals, or copies otherwise identified to our satisfaction, of
such records, documents, and other instruments as in our judgment are necessary
to render the opinions expressed below. We have also reviewed [the
organizational documents of the Company] and the resolutions of the Company
regarding the Agreement and the transaction contemplated thereby. We have also
relied upon such certificates and assurances from public officials as we have
deemed necessary and appropriate for purposes of rendering the opinions
contained herein.

As of the date of this letter and based upon the foregoing, and subject to the
qualifications, limitations, and assumptions set forth herein, we are of the
opinion that:

1. The Company is a corporation duly incorporated, validly existing, and
in good standing under the laws of the State of Washington, and the Company is
qualified to do business in every jurisdiction in which its ownership of
property or conduct of business requires it to qualify.

EXHIBIT 8.3
<PAGE>

2. The Company has all requisite power and authority and all materials
licenses, permits, and authorizations necessary to own and operate its
properties and to carry on its business as now conducted. This opinion is
qualified as to and limited to business of the Company conducted in the States
of Washington and Idaho only. As the Company does business via the Internet
throughout the United States, the undersigned expresses no opinion as to whether
such business is an event requiring qualification in the remaining states.

3. All stock in the Company is owned, beneficially and of record, by
Sellers and, to our knowledge, the Company has not agreed to issue any
additional stock, or to issue any options or rights to purchase or otherwise
acquire any additional stock, nor is the Company subject to any obligation to
repurchase or otherwise acquire or retire any stock.

4. All of the outstanding stock of the Company is validly issued, fully
paid, and nonassessable.

5. To our knowledge, the Company is not in violation of any applicable
statutory law or regulation or any order of any court, governmental authority or
arbitration board or tribunal, the violation of which could reasonably be
expected to have a material adverse affect on the Company.

6. To our knowledge, there are no material actions, suits, proceedings,
orders, investigations, or claims pending or threatened against the Company or
any of its properties.

7. The execution, delivery, and performance of the Agreement and all
other agreements contemplated thereby to which the Company or Sellers are a
party have been duly authorized by the Company and Sellers.

8. The Agreement and each other agreement contemplated thereby, when
executed and delivered by the parties thereto, will constitute the legal, valid,
and binding obligation of the Company, Sellers, or both as the case may be,
enforceable against the Company or Sellers, as the case may be, in accordance
with their terms, except as the enforceability thereof may be limited by the
application of bankruptcy, insolvency, moratorium, or similar laws affecting the
rights of creditors generally or judicial limits on the right of specific
performance.

The foregoing opinions apply only with respect to the substantive laws of the
State of Washington as set forth in their respective codified statutes and
reported case decisions, and we express no opinion with respect to the laws of
any other jurisdiction.

Certain provisions of the Agreement may not be enforceable; nevertheless, such
unenforceability will not render the Agreement invalid as a whole or legally
inadequate for the practical realization of the principal benefits intended to
be provided thereby.

Whenever our opinion, with respect to the existence or absence of facts, is
qualified by the phrase "to our knowledge" or a phrase of similar import, it
indicates that during the course of our

EXHIBIT 8.3
<PAGE>

representation of the Company and Sellers in connection with the subject
transaction no information has come to the attention of our attorneys who have
worked on the subject transaction that would give us current actual knowledge of
the existence or absence of such facts. Except to the extent expressly set forth
herein, we have not undertaken any independent investigation to determine the
existence or absence of such facts, and no inference as to our knowledge of the
existence or absence of such facts should be drawn from the fact of our
representation of the Company and Sellers.

This opinion is limited to the matters set forth herein. No opinion may be
inferred or implied beyond the maters expressly contained herein. This opinion
is for the benefit of the addressee hereof in connection with the execution and
delivery of the Agreement. No other person or entity shall be entitled to rely
on any matter set forth herein without the prior written consent of this firm.
This opinion may not be quoted in whole or in part, nor may copies thereof be
furnished or delivered to any other person without the prior written consent of
this firm. This opinion has been rendered as of the date hereof, and we disclaim
any obligation to advise you of any changes in the circumstances, laws, or
events that may occur subsequent to the date hereof or otherwise to update this
opinion.

Very truly yours,

ESPOSITO, TOMBONI, GEORGE, TOPLIFF AND CAMPBELL

By_________________________________________

EXHIBIT 8.3
<PAGE>

EXHIBIT 8.8

Form of Employment Agreement with Dene Gary

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This Employment, Confidentiality and Noncompetition Agreement
("Agreement") is made and entered into effective the ______ day
of_______________, 1999, by and between INTERLINK SERVICES, INC., a Washington
corporation, and a wholly owned subsidiary of NETIVATION.COM, INC. ("Employer")
and DENE W. GARY ("Employee").

In consideration of their mutual promises and covenants contained
herein, the receipt and legal sufficiency of which consideration is hereby
acknowledged, the parties hereby agree as follows:

1. EMPLOYMENT. Employer shall employ Employee and Employee shall
work for Employer in the employment position described in EXHIBIT A hereto,
which is hereby incorporated herein and made a part of this Agreement. In this
position, Employee shall perform all assigned duties, comply with all employment
policies, and willingly obey all rules, regulations and special instructions
that now exist or that may hereafter be established by Employer from time to
time. Employee shall render such services and perform such duties at such
places or in such areas or territories as Employer shall direct. Employee
warrants that all information provided by Employee in applying for employment is
true and correct.

2. STANDARD OF PERFORMANCE. Employee accepts employment with
Employer on the terms and conditions herein set forth. Employee recognizes that
Employee owes to Employer duties of loyalty, fidelity and obedience in all
matters pertaining to such employment. Employee agrees to serve Employer
diligently and faithfully, to perform all duties to the best of Employee's
ability, and to devote Employee's full time and best efforts to the conduct of
Employer's business.

3. COMPENSATION. In consideration for the services of Employee
rendered to Employer pursuant to the terms of this Agreement, and subject to the
full performance of Employee's obligations hereunder, Employer shall pay
Employee according to the provisions of the Employer's compensation plan
described in EXHIBIT A hereto. Employee shall receive no compensation or
benefits, including but not limited to paid holidays, paid vacation and paid
health insurance, that is not set forth in EXHIBIT A hereto. Employee
understands that the compensation plan is subject to modification by the
Employer at any time, but in no event shall Employee's base salary during the
term of this Agreement be less than the initial base salary set forth in EXHIBIT
A. The terms of this Agreement do not preclude the Employer from paying or
granting to Employee additional compensation if Employer elects to do so.

EXHIBIT 8.8
<PAGE>

4. TERM OF EMPLOYMENT. Employee's term of employment under this
Agreement shall commence on the effective date of this Agreement as set forth
above, and shall continue thereafter for a period of two (2) years (which
complete two-year period shall be referred to as the "Term"), unless otherwise
terminated in accordance with this Agreement.

A. TERMINATION FOR CAUSE. During the Term, the Employer may
terminate the employment of the Employee for "Cause" by giving the Employee
prior written notice of such termination, with reasonable specificity of the
cause therefor and the steps Employee must take to remedy the default. For the
purposes of this Agreement, "Cause" shall include but not be limited to (i) the
Employee's disregard of lawful instructions of the Employer's Board of Directors
or Chief Executive Officer which are consistent with the Employee's position and
duties set forth herein; (ii) the Employee's willful actions which do or are
likely to result in material damage to the Employer; (iii) the Employee's abuse
of alcohol or other drugs or controlled substances; (iv) the Employee's material
breach of any of the terms or conditions contained herein; (v) the conviction of
the Employee of a felony; or (vi) the Employee's theft, embezzlement or
misappropriation of funds from the Employer. In addition, except as specified
in Section 4.B, Employee's resignation hereunder shall be deemed a termination
for Cause. A termination pursuant to Section 4.A(i), (ii), (iii), or (iv) shall
take effect thirty (30) days after the giving of the notice contemplated hereby
unless the Employee shall during such thirty (30) day period remedy to the
reasonable satisfaction of the Board of Directors or Chief Executive Officer the
misconduct, disregard, abuse, or breach specified in such notice. A termination
pursuant to Section 4.A(v), (vi), or for any other reason for cause shall take
effect immediately upon the giving of the notice contemplated hereby.

B. TERMINATION WITHOUT CAUSE. A termination of the Employee's
-------------------------
employment shall be deemed to be "without Cause" as follows: (i) if the Employer
terminates the Employee's employment for any reason other than for Cause; (ii)
if the Employee resigns as a result of Employer's requesting the Employee to
perform duties inconsistent with the duties set forth herein, or impeding the
Employee's performance of duties consistent with the duties set forth herein,
and the Employer fails, within thirty (30) days after its receipt of written
notice thereof from the Employee, to modify to the reasonable satisfaction of
the Employee his duties in accordance with this Agreement; (iii) if the Employer
breaches any of its material obligations (including but not limited to failure
to pay salary) under this Agreement, and the Employer fails, within thirty (30)
days after its receipt of written notice thereof from the Employee, to cure such
breach to the reasonable satisfaction of the Employee; or (iv) if Employer shall
require Employee to relocate from Spokane County, Washington or Kootenai County,
Idaho. Furthermore, the parties acknowledge, given the particular enterprise
and business of the Employer, that it is crucial and necessary that the Employee
maintain a close relationship with the Employer based on mutual loyalty, respect
and trust. Accordingly, the Employer agrees that if the Employee elects to
resign based on the reason there has been a takeover of control of the Employer,
then the Employee's resignation shall be deemed a termination without Cause. A
notice of resignation upon a takeover of control must contain at least one (1)
month's notice and not more than two (2) months' notice. The Employee must
exercise this right within six (6) months of the takeover of control as referred
to herein. For the purposes of this Agreement, "takeover of control" of the
Employer shall be evidenced by the acquisition by any person, or by any person
and its affiliates, as such term is defined in the

EXHIBIT 8.8
<PAGE>

Securities Act of 1933, as amended, and whether directly or indirectly, of
common shares of the Employer which, when added to all other common shares of
the Employer at the time held by such person and its affiliates, totals for the
first time 30 percent of the outstanding shares of the Employer.

C. EFFECT OF TERMINATION OF EMPLOYMENT.
------------------------------------

(i) Any Termination. Upon any termination of the Employee's
employment, the Employer shall pay the Employee:

(a) the unpaid portion of any accrued Base Salary described
in EXHIBIT A, computed on a pro rata basis to the date of termination; and

(b) reimbursement for any expenses payable pursuant to
EXHIBIT A for which the Employee shall not have theretofore been reimbursed.

(ii) Termination Without Cause: Severance. In addition to the
Employee's right to receive amounts described in Section 4.C(i), upon any
termination of the Employee's employment pursuant to Section 4.B and subject to
the Employee's continuing performance of any obligations which the Employee may
have under this Agreement or any other agreement with the Employer, which by
their terms survive any termination of employment (including without limitation
any nondisclosure or non-solicitation obligations), (A) the Employee shall
receive his Base Salary provided for in EXHIBIT A through the end of the Term,
payable on the same dates as provided for in EXHIBIT A; (B) one hundred percent
(100%) of the stock options described in EXHIBIT A shall immediately vest; and
(C) Employer shall extend Employee's health insurance by paying COBRA premiums
until the earlier of (I) the end of the Term, (II) the expiration of COBRA
benefits, or (III) Employee's enrollment in another health insurance plan or
policy. The Employee shall not be required to mitigate the amount of any
payments provided for under this section 4.C.(ii) by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this section
4.C.(ii) be reduced by any compensation earned by the Employee as the result of
employment by another employer after the date of termination.

5. CONFIDENTIAL INFORMATION.

EXHIBIT 8.8
<PAGE>

unpatented technology, research, know-how, development, designs, devices,
inventions, the identities of customers, prospective customers, suppliers and
prospective suppliers, contracts with suppliers and customers, sales proposals,
methods of sales, marketing research and data, pricing policies, cost
information, financial information, business plans, specialized requests of
Employer's customers, and other materials and documents developed by Employer.
Confidential Information also includes special hardware, product hardware,
related software and related documentation, either owned by Employer or in
Employer's possession under an agreement of nondisclosure. Through Employee's
employment, Employee may become acquainted with or contribute to the Employer's
Confidential Information through inventions, discoveries, improvements, software
development, and/or in other ways.

B. EMPLOYEE ACCESS TO CONFIDENTIAL INFORMATION. Employee agrees: (a)
to access only such Confidential Information as is necessary to perform
Employee's job function; (b) to allow access to Confidential Information under
Employee's control to only those of Employee's co-employees whose job functions
for Employer necessitate access to such Confidential Information; and (c) to
allow such co-employees to access only such Confidential Information under
Employee's control as is necessary to the co-employee's performance of his/her
job functions for Employer.

C. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Employee shall not, at
any time, either during or subsequent to employment, directly or indirectly,
appropriate, disclose or divulge any Confidential Information to any person not
then employed by Employer, unless authorized or directed by Employer. If
Employer authorizes or directs Employee to disclose Confidential Information to
any such third party, Employee must ensure that a signed confidentiality
agreement is or has been obtained from the third party to whom Confidential
Information is being disclosed and that all Confidential Information so
disclosed is clearly marked "Confidential."

D. RETURN OF CONFIDENTIAL AND OTHER INFORMATION. All Confidential
Information provided to Employee, and all documents and things prepared by
Employee in the course of Employee's employment, including but not necessarily
limited to correspondence, drawings, blueprints, manuals, letters, notes, lists,
notebooks, reports, flow-charts, computer programs, proposals, DayTimers,
planners, calendars, schedules, discs, data tapes, financial plans and
information, business plans, and other documents and records, whether in hard
copy, magnetic media or otherwise, and any and all copies thereof, are the
exclusive property of Employer and shall be returned immediately to Employer
upon termination of employment or upon Employer's request at any time.

EXHIBIT 8.8
<PAGE>

United States. Employee shall cooperate with Employer or its designees and
execute assignments, oaths, declarations, and other documents prepared by
Employer, to effect the foregoing or to perfect or enforce any proprietary
rights resulting from or related to this agreement. Such cooperation and
execution shall be at no additional compensation to Employee; provided, however,
Employer shall reimburse Employee for reasonable out-of-pocket expenses incurred
at the specific request of Employer.

6. NONCOMPETITION OBLIGATIONS. Employee will not, during the Term
(or until the earlier expiration of this covenant pursuant to Section 9.D.), and
if Employer elects to pay Employee an additional amount of Fifty Thousand
Dollars ($50,000), then for a period of six (6) months immediately following
the Term (or the earlier expiration of this covenant pursuant to Section 9.D.),
engage in or conduct, as an owner, employee, consultant or otherwise, any
business which is competitive with a material portion of Employer's business at
the time of Employee's termination.

7. CUSTOMER NON-SOLICITATION. Employee will not, during the Term
(or until the earlier expiration of this covenant pursuant to Section 9.D.), and
if Employer elects to pay Employee the additional amount set forth in section
(6) above, then for a period of six (6) months immediately following the Term
(or the earlier expiration of this covenant pursuant to Section 9.D.), solicit,
divert, take away, or attempt to solicit, divert or take away, any of Employer's
customers or the business or patronage of any such customers, either for himself
or on behalf of any other person, firm, partnership or corporation.

8. CO-EMPLOYEE NON-SOLICITATION. Employee will not, during the Term
(or until the earlier expiration of this covenant pursuant to Section 9.D.), and
if Employer elects to pay Employee the additional amount set forth in section 6
above, then for a period of six (6) months immediately following the Term (or
the earlier expiration of this covenant pursuant to Section 9.D.), solicit,
recruit or hire any other employee of Employer, either for himself or on behalf
of any other person, firm, partnership or corporation.

9. ENFORCEMENT.

A. REASONABLENESS OF RESTRICTIONS. Employee acknowledges that
compliance with this Agreement is reasonable and necessary to protect Employer's
legitimate business interests, including but not limited to the Employer's
goodwill.

B. IRREPARABLE HARM. Employee acknowledges that a breach of
Employee's obligations under this Agreement will result in great, irreparable
and continuing harm and damage to Employer for which there is no adequate remedy
at law.

C. INJUNCTIVE RELIEF. Employee agrees that in the event
Employee breaches this Agreement, Employer shall be entitled to seek, from any
court of competent jurisdiction, preliminary and permanent injunctive relief to
enforce the terms of this Agreement, in addition to any and all monetary damages
allowed by law, against Employee.

EXHIBIT 8.8
<PAGE>

D. EXTENSION OR SHORTENING OF COVENANTS. In the event Employee
violates any one or more of the covenants contained in Sections 6 through 8 of
this Agreement, Employee agrees that the running of the term of each such
covenant so violated shall be tolled during the period(s) of any such violation
by Employee. In the event Employee is terminated without Cause, then the initial
term of the covenants contained in Sections 6 through 8 of this Agreement shall
expire on the date of termination rather than the expiration of the Term.

E. JUDICIAL MODIFICATION. The parties have attempted to limit
the Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties recognize,
however, that reasonable people may differ in making such a determination.
Consequently, the parties hereby agree that, if the scope or enforceability of
the restrictive covenant is in any way disputed at any time, a court or other
trier of fact may modify and enforce the covenant to the extent that it believes
to be reasonable under the circumstances existing at that time.

F. ATTORNEY FEES. In the event it becomes necessary for either
party to institute a suit at law or in equity for the purposes of enforcing any
of the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees, plus court costs and expenses, from the
nonprevailing party.

10. INDEMNITY. Employee warrants and represents that he has not
violated, is not violating, and will not violate any of the terms or conditions
of any prior employment agreement, restrictive covenant, or other agreement
entered into by him while in the employment of any other employer; that he has
not given and will not give to Employer at any time any customer list, trade
secret, or any other item of confidential information, obtained or received
while in the employment of such other employer; that his/her employment with
Employer is not restricted or limited in any way by any such employment
agreement or restrictive covenant or by operation of any state, federal or local
regulation, statute or other law of any kind, name or nature, including but not
limited to trade secret laws and immigration laws; and that Employee is in all
respects duly qualified and eligible to work for Employer. In the event any
legal or administrative action is commenced against the Employee, Employer or
both, arising out of Employee's former employment by another employer or
Employee's illegal action or violation of one or more of the warranties and
representations set forth in this section, Employee agrees to indemnify Employer
for all damages, costs and expenses, including reasonable attorney fees, which
Employer may have to pay in connection with such legal or administrative action.

EXHIBIT 8.8
<PAGE>

11. MISCELLANEOUS.

A. SURVIVAL. Employee understands that this Agreement shall be
effective when signed and that the terms of this Agreement shall remain in full
force and effect not only during the continuation of his/her employment, but
also after the termination of employment for any reason by Employer or Employee.

B. WAIVER. Failure of the Employer to exercise or otherwise act
with respect to any of its rights under this Agreement shall not be construed as
a waiver of such breach, nor prevent the Employer from thereafter enforcing
strict compliance with any and all terms of this Agreement.

C. SEVERABILITY. If any part of this Agreement shall be
adjudicated to be invalid or unenforceable, as to duration, territory or
otherwise, then such part shall be deemed deleted from the Agreement or amended,
as the case may be, in order to render the remainder of the Agreement valid and
enforceable.

D. AGREEMENT BINDING. This Agreement shall be binding upon and
inure to the benefit of Employer, Employer's successors and assigns, Employee
and Employee's heirs, executors, administrators and legal representatives.

E. GOVERNING LAW. This Agreement is made and entered into in
the State of Idaho and concerns employment situated in said state. This
Agreement shall be interpreted and construed in accordance with the laws of the
State of Idaho. Venue for any action arising hereunder shall lie in Kootenai
County, Idaho.

F. TITLES AND CAPTIONS. All section and paragraph titles and
captions contained in this Agreement are for convenience only and shall not be
deemed part of the context nor affect the construction or interpretation of this
Agreement.

G. ENTIRE AGREEMENT. This Agreement contains all the
understandings and agreements between the parties concerning matters set forth
in this Agreement. The terms of this Agreement supersede any and all prior
statements, representations and agreements by or between Employer and Employee,
or either of them, concerning the matters set forth in this Agreement. Employee
acknowledges that no person who is an agent or employee of Employer may orally
or by conduct modify, delete, vary, or contradict the terms or conditions of
this Agreement or this paragraph. This Agreement may be modified only by a
written agreement signed by both parties.

EXHIBIT 8.8
<PAGE>

IN WITNESS WHEREOF, the parties have set their hands as of the
date first above written, and Employee acknowledges that he has read and
understands the entire contents of this Agreement and that he has received a
copy of this Agreement.

EMPLOYER:

DATE: _______________________ By: _____________________________________
Anthony J. Paquin
Chairman of the Board of Directors of
InterLink Services, Inc. and
President and CEO of Netivation.com, Inc.

EMPLOYEE:

DATE: _______________________ ______________________________________
Dene W. Gary

EXHIBIT 8.8
<PAGE>

STATE OF IDAHO )
) ss.
County of ____ )

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

_________________________________________
NOTARY PUBLIC FOR IDAHO
Residing at _____________________________
My Commission Expires ___________________

STATE OF ______ )
) ss.
County of _____ )

On this _______ day of _____________, 1999, before me personally
appeared ___________________________________, known or identified to me (or
proved to me on the oath of ____________________), to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed
the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

________________________________________
NOTARY PUBLIC FOR IDAHO
Residing at ____________________________
My Commission Expires _________________

EXHIBIT 8.8
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
DATED ________________, ____

Employee's Job Title: President of InterLink Services, Inc. and General Manager
of Web Services Group of Netivation.com, Inc.

Base Salary: $108,000 annually for the term of this Agreement, payable
at the same frequency as Employer's other employees.

Stock Option: Employer shall grant to Employee an option to acquire up
to 50,000 shares of Employer's common stock pursuant to
and subject to the terms of the Netivation.com, Inc. 1999
Equity Incentive Plan. The options shall be incentive
stock options, exercisable at the fair market value of
Employer's common stock on the date of grant. The options
shall be subject to lock-ups and restrictions required by
the IPO underwriter. The options shall vest as follows:

Continuous Employment
---------------------
from Signing Agreement Portion Exercisable
---------------------- -------------------
Upon signing this agreement 40%
More than 6 months 25%
More than one year 20%
More than one year six months 15%

Benefits: Employee shall participate in employee benefit programs,
such as paid vacation, life insurance, medical,
disability and other similar plans that now or during the
term of this Agreement are made generally available to
executives of Employer of comparable position.

Expenses: Employer will reimburse Employee for reasonable expenses
for entertainment, travel, phone, day-to-day expenses and
similar items that he incurs on behalf of Employer.

EXHIBIT A-1
<PAGE>

EMPLOYER:

INTERLINK SERVICES, INC.
AND NETIVATION.COM, INC.

DATE: __________________ By: __________________________________________
Anthony J. Paquin, Chairman of the Board
of Directors of InterLink Services, Inc.
and President and CEO of Netivation.com, Inc.

EMPLOYEE:

DATE: __________________ ________________________________________
Dene W. Gary

EXHIBIT A-2
<PAGE>

EXHIBIT 9.1

FORM OF CERTIFICATE OF NETIVATION

CERTIFICATE OF REPRESENTATIONS AND WARRANTIES

I, ANTHONY PAQUIN, certify that I am the duly elected President of
NETIVATION.COM, INC., a Nevada corporation, and that the representations and
warranties of Netivation.com, Inc. contained in the Agreement and Plan of Merger
dated as of March ___, 1999, among Netivation.com, Inc., InterLink Services,
Inc., a Washington Corporation, Netivation Acquisition Company, Inc., an Idaho
corporation, Dene W. Gary, and James L. Moody and Carla A. Moody, as joint
tenants with right of survivorship (the "Merger Agreement") are true and correct
in all material respects as of the date of this Certificate. I also certify that
Netivation.com, Inc. has performed and complied with all agreements, covenants,
and conditions required by the Merger Agreement to be performed and complied
with by it prior to the date of this Certificate.

DATED this ___ day of _________, 1999.

NETIVATION.COM, INC.

By__________________________________
Anthony J. Paquin, President

EXHIBIT 9.1
<PAGE>

EXHIBIT 10.3A

FORM OF PRE-CLOSING CERTIFICATE

NETIVATION.COM, INC.

OFFICERS' CERTIFICATE
_____________________________

Pursuant to the provisions of the Agreement and Plan of Merger, dated
______, 1999 (the "Merger Agreement"; certain terms used herein and not
otherwise defined herein but which are defined in the Merger Agreement are used
herein as therein defined), by and among InterLink Services, Inc., a corporation
organized and existing under the laws of the state of Washington (the "Seller"),
Netivation.com, Inc., a corporation organized and existing under the laws of the
State of Nevada (the "Purchaser"), Netivation Acquisition Company, Inc., a
corporation organized and existing under the laws of the State of Idaho, Dene W.
Gary, and James L. Moody and Carla A. Moody, I, Anthony J. Paquin, the duly-
elected President of the Purchaser, do hereby certify as follows:

(1) The representations and warranties of the Purchaser in the
Merger Agreement are true and correct, as if made on and as of the date hereof;

(2) With regard to the Merger Agreement, the Purchaser has
complied, or prior to closing will be able to comply, in all material aspects,
with all the agreements and has satisfied, or prior to closing will be able to
satisfy, all the conditions on its part to be performed or satisfied, in all
material respects at or prior to closing;

(3) Nothing has come to my attention that would indicate that
the representations and warranties of the Seller or Shareholders in the Merger
Agreement are other than true and correct;

(4) With regard to the Merger Agreement, nothing has come to my
attention that would indicate that the Seller and Shareholders have not
complied, or will not be able to comply, in all material aspects, with all the
agreements or have not satisfied, or will not be able to satisfy, all the
conditions on their part to be performed or satisfied, in all material respects
at or prior to closing;

(5) Nothing has come to my attention that would indicate that
the closing anticipated in the Merger Agreement will not occur simultaneously
with the closing of the Purchaser's initial public securities offering;

EXHIBIT 10.3A
<PAGE>

(6) Since the date of the Merger Agreement, there have not been
(i) any material adverse change in the condition (financial or otherwise),
earnings, operations or business of the Purchaser, (ii) any transaction that is
material to the Purchaser, except transactions entered into in the ordinary
course of business, (iii) any obligation, direct or contingent, that is material
to the Purchaser, incurred by the Purchaser, except obligations incurred in the
ordinary course of business or (iv) any loss or damage (whether or not insured)
to the property of the Purchaser which has a material adverse effect on the
condition (financial or otherwise), earnings, operations or business of the
Purchaser.

(7) I will inform the Shareholders immediately in writing if any
of the representations contained in this certificate shall change or shall no
longer be complete and accurate.

(8) The underwriters of the Purchaser's initial public
securities offering shall be entitled to rely upon this Certificate.

IN WITNESS WHEREOF, I have set my hand and the seal of the Purchaser
this ___ day of _________, 1999.

________________________________________
[CORPORATE SEAL] Anthony J. Paquin, President

EXHIBIT 10.3A
<PAGE>

EXHIBIT 10.3B

FORM OF PRE-CLOSING CERTIFICATE

INTERLINK SERVICES, INC.

OFFICERS' CERTIFICATE
_____________________________

Pursuant to the provisions of the Agreement and Plan of Merger, dated
______, 1999 (the "Merger Agreement"; certain terms used herein and not
otherwise defined herein but which are defined in the Merger Agreement are used
herein as therein defined), by and among InterLink Services, Inc., a corporation
organized and existing under the laws of the state of Washington (the "Seller"),
the undersigned, Netivation.com, Inc., a corporation organized and existing
under the laws of the State of Nevada (the "Purchaser"), and Netivation
Acquisition Company, Inc., a corporation organized and existing under the laws
of the State of Idaho, I, Dene W. Gary, the duly-elected President of the
Seller, do hereby certify as follows:

(1) The representations and warranties of the Seller and
Shareholders in the Merger Agreement are true and correct, as if made on and as
of the date hereof;

(2) With regard to the Merger Agreement, each of the Seller and
Shareholders have complied, or prior to closing will be able to comply, in all
material aspects, with all the agreements and has satisfied, or prior to closing
will be able to satisfy, all the conditions on its part to be performed or
satisfied, in all material respects at or prior to closing;

(3) Nothing has come to my attention that would indicate that
the representations and warranties of the Purchaser in the Merger Agreement are
other than true and correct;

(4) With regard to the Merger Agreement, nothing has come to my
attention that would indicate that the Purchaser has not complied, or will not
be able to comply, in all material aspects, with all the agreements or have not
satisfied, or will not be able to satisfy, all the conditions on their part to
be performed or satisfied, in all material respects at or prior to closing;

(5) Nothing has come to my attention that would indicate that
the closing anticipated in the Merger Agreement will not occur simultaneously
with the closing of the Purchaser's initial public securities offering;

EXHIBIT 10.3B
<PAGE>

(6) Since the date of the Merger Agreement, there have not been
(i) any material adverse change in the condition (financial or otherwise),
earnings, operations or business of the Seller, (ii) any transaction that is
material to the Seller, except transactions entered into in the ordinary course
of business, (iii) any obligation, direct or contingent, that is material to the
Seller, incurred by the Seller, except obligations incurred in the ordinary
course of business or (iv) any loss or damage (whether or not insured) to the
property of the Seller which has a material adverse effect on the condition
(financial or otherwise), earnings, operations or business of the Seller.

(7) I will inform the Purchaser immediately in writing if any
of the representations contained in this certificate shall change or shall no
longer be complete and accurate.

(8) The underwriters of the Purchaser's initial public securities
offering shall be entitled to rely upon this Certificate.

IN WITNESS WHEREOF, I have set my hand and the seal of the Seller this
___ day of _________, 1999.

________________________________________
[CORPORATE SEAL] Dene W. Gary, President

____________________________________
Dene W. Gary, Individually

____________________________________
James L. Moody, Individually

____________________________________
Carla A. Moody, Individually

EXHIBIT 10.3B
<PAGE>

SCHEDULE 2.6

EXCEPTIONS TO EVENTS IN THE FINANCIAL STATEMENTS

None.

SCHEDULE 2.6
<PAGE>

SCHEDULE 2.8

"EMPLOYEE WELFARE BENEFIT PLANS"
AND
"EMPLOYEE PENSION BENEFIT PLANS"

See attached.

SCHEDULE 2.8
<PAGE>

SCHEDULE 2.9

EXCEPTIONS TO REPRESENTATION OF NO LAWSUITS AGAINST INTERLINK

None.

SCHEDULE 2.9
<PAGE>

SCHEDULE 2.10

EXCEPTIONS TO REPRESENTATION OF ALL TAXES PAID AND REPORTED

None.

SCHEDULE 2.10
<PAGE>

SCHEDULE 2.12

EXCEPTIONS TO REPRESENTATION OF NO BROKER'S FEES DUE

None.

SCHEDULE 2.12
<PAGE>

SCHEDULE 2.13

INSURANCE POLICIES

See attached.

SCHEDULE 2.13
<PAGE>

SCHEDULE 2.14

EXCEPTIONS TO REPRESENTATIONS REGARDING
EMPLOYEES AND LABOR MATTERS

None.

SCHEDULE 2.14
<PAGE>

SCHEDULE 2.18

INTERLINK'S CONTRACTS

See attached.

SCHEDULE 2.18
<PAGE>

SCHEDULE 2.19

PERSONAL PROPERTY

See attached.

SCHEDULE 2.19
<PAGE>

SCHEDULE 2.20

REAL PROPERTY

InterLink leases space at 16 E. Mission, Spokane, Washington, from L&L
Properties.

InterLink does not own any real property.

SCHEDULE 2.20
<PAGE>

SCHEDULE 2.21

OFFICER, DIRECTOR, AND EMPLOYEE INFORMATION

See attached.

SCHEDULE 2.21
<PAGE>

SCHEDULE 2.22

INTELLECTUAL PROPERTY

Common law trademark rights to InterLink Services and its logo.

InterLink has registered the following Internet domain names:

InterLinkServices.net
IntrLink.net

InterLink claims common law copy rights in ASP searchable database software it
has written.

SCHEDULE 2.22

<PAGE>
EXHIBIT 3(i).1

CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION OF

NETIVATION, INC.

We the undersigned President and Secretary of Netivation, Inc. do hereby
certify:

That the following resolutions were adopted by the Board of Directors by
unanimous written consent on January 8, 1999.

WHEREAS, it is deemed by the board of directors of this corporation to
be in the corporation's best interests and to the best interests of
its shareholders that its articles of incorporation be amended as
follows.

RESOLVED, that Article No. 1 of the Articles of Incorporation of the
corporation be amended to read as follows:

No. 1
-----

Name
----

The name of the corporation shall be Netivation.com, Inc.

RESOLVED FURTHER, that Article No. 5 of the Articles of Incorporation
of the corporation be, and hereby is, amended to read as follows:

No. 5
-----

Capital Stock
-------------

The total number of shares of capital stock which the corporation is
authorized to issue is Fifty-seven Million (57,000,000). Fifty
Million (50,000,000) shares shall be COMMON STOCK, each having a par
value of ONE CENT ($0.01) totaling $500,000. Seven Million
(7,000,000) shares shall be CUMULATIVE PREFERRED STOCK, each having a
par value of ONE CENT ($0.01) totaling $70,000 with the rights,
preferences and privileges described in the form of Preferred Stock
Certificate attached hereto as Exhibit A.

The shares of capital stock are issuable in whole shares.

<PAGE>

The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 11,746,539; that said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

IN WITNESS WHEREOF, this certificate is signed this 21st day of
January, 1999.

/s/ Anthony Paquin
--------------------------------------
Anthony Paquin, President

/s/ Gary Paquin
--------------------------------------
Gary Paquin, Secretary

STATE OF IDAHO )
) ss.
County of Kootenai )

On this 21st day of January, 1999, before me Mary M. Monaghan,
personally appeared ANTHONY PAQUIN, known or identified to me (or proved to
me on the oath of ____________________), to be the person whose name is
subscribed to the within instrument, and acknowledged
to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ Mary M. Monaghan
_________________________________
NOTARY PUBLIC FOR IDAHO
Residing at 2110 Hampson Ave,
Couer d'Alene,
ID 83814
______________________
My Commission Expires 6/17/2002
____________
<PAGE>

EXHIBIT A

CERTIFICATE FOR PREFERRED STOCK

NETIVATION, INC.

Incorporated under the laws of the State of Nevada

This certifies that _______________ (the "Holder") is the owner of _____
shares of fully paid and nonassessable cumulative 8% convertible preferred stock
with a par value of one cent ($.01) per share (the "Preferred Stock") of
NETIVATION, INC. (the "Corporation"), transferable on the books of the
Corporation by the Holder in person or by the Holder's duly authorized attorney
upon surrender of this Certificate properly endorsed.

The shares of Preferred Stock are entitled to an annual dividend of eight
percent (8%) of the original issuance price per share, payable out of the net
profits of the Corporation before any dividend is paid upon the common stock of
the Corporation. If the net profits in any year are not sufficient to pay this
dividend, either in whole or in part, then any unpaid portion of the dividend
will become a charge against the net profits of the Corporation, and will be
paid in full out of the net profits of the Corporation in subsequent years
before any dividends are paid on the common stock of the Corporation in those
years. For a period of three (3) years from the date hereof, at the
Corporation's option, the Corporation may satisfy any accrued Preferred Stock
dividend, or portion thereof, with Preferred Stock in lieu of cash. After three
(3) years from the date hereof, if the Corporation has a positive cash flow in
sufficient amount to pay accrued Preferred Stock dividends ("Sufficient Positive
Cash Flow"), then any accrued Preferred Stock dividend will be payable in cash.
If, after three (3) years from the date hereof the Corporation does not have
Sufficient Positive Cash Flow, then any accrued Preferred Stock dividend will be
payable in Preferred Stock.

The shares of Preferred Stock are not entitled to vote at meetings of the
stockholders of the Corporation, and are not entitled to participate in the
profits of the Corporation beyond the fixed, preferential annual dividend
provided herein.

Each share of Preferred Stock is automatically convertible into one share
of fully paid and nonassessable common stock of the Corporation upon the
occurrence of either of the following events:

1. The Corporation closes an initial public offering of its common stock;
or

2. The majority of the shares of stock of the Corporation entitled to
vote are acquired by any one individual or entity or any group of
related individuals or entities, whether by purchase, merger, share
exchange, or otherwise, including by operation of law.

The Holder of Preferred Stock may convert his shares of Preferred Stock
into the Corporation's common stock, at any time, at the option of the Holder.
To convert shares of Preferred Stock, the Holder of the shares must surrender
the certificate or certificates representing the shares to be converted, duly
endorsed to the Corporation or in blank, at the principal office of the
Corporation, give written notice to the Corporation at that office that the
Holder desires to convert the shares. The notice must set forth the name,
address and
<PAGE>

taxpayer identification number of the person or persons to whom a
certificate or certificates representing the common stock of the Corporation are
to be issued.

Shares of Preferred Stock shall be deemed to be converted at the close of
business on the date of the surrender to the Corporation of the properly
endorsed certificate or certificates representing the shares. Other than the
right to receive accrued and unpaid dividends, the rights of the Holders of the
Preferred Stock surrendered shall cease at that time, and the person or persons
in whose name or names the certificate or certificates for the common stock are
to be issued shall be treated for all purposes as having become record owners of
the common stock of the Corporation at that time. However, if certificates are
surrendered on a day in which the stock transfer books of the Corporation are
closed, the surrender shall be deemed to have occurred on the next succeeding
day on which the stock transfer books are open.

The Corporation shall at all times reserve and keep available solely for
the purpose of issuing upon conversion of Preferred Stock the number of shares
of common stock issuable upon conversion of all outstanding Preferred Stock.

At the time of conversion, the Corporation shall pay to the Holder of
record of any share or shares of Preferred Stock surrendered for conversion any
accrued and unpaid dividends on the stock.

The issuance of certificates for shares of common stock upon the conversion
of Preferred Stock shall be made without charge for any tax with respect to the
issuance. However, if any certificate is to be issued in a name or names other
than the name or names of the Holder of record of Preferred Stock converted, the
person or persons requesting the issuance shall pay to the Corporation the
amount of any tax that may be payable in connection with any transfer involved
in the issuance, or shall establish to the satisfaction of the Corporation that
the tax has been paid or is not due and payable.

The Corporation shall not be required to issue any fractional shares of
common stock upon the conversion of Preferred Stock. If more than one share of
Preferred Stock is surrendered for conversion at one time by the same Holder,
the number of full shares of common stock that will be issued upon the
conversion of Preferred Stock shall be computed on the basis of the aggregate
number of shares of Preferred Stock surrendered. If any interest in a
fractional share of common stock would otherwise be deliverable upon the
conversion of Preferred Stock, the Corporation shall make adjustment for that
fractional share interest by payment of an amount in cash equal to the same
fraction of the market value at that time of a full share of common stock of the
Corporation.

If the Corporation subdivides or combines in a larger or smaller number of
shares its outstanding shares of common stock, then the number of shares of
common stock issuable upon the conversion of Preferred Stock shall be
proportionally increased in the case of a subdivision and decreased in the case
of a combination, effective in either case at the close of business on the date
that the subdivision or combination becomes effective.

If the Corporation is recapitalized, is consolidated with or merged into
any other corporation, or sells or conveys to any other corporation all or
substantially all of its property as an entity, provision shall be made as part
of the terms of the recapitalization, consolidation, merger, sale, or conveyance
so that the Holders of Preferred Stock may receive, in lieu of the common stock
otherwise issuable to them upon conversion of Preferred Stock, at the same
conversion ratio, the same kind and amount or securities or assets as may be

2
<PAGE>

distributable upon the recapitalization, consolidation, merger, sale, or
conveyance with respect to the common stock.

If the Corporation at any time pays to the Holders of its common stock a
dividend in common stock, the number of shares of common stock issuable upon the
conversion of Preferred Stock shall be proportionally increased, effective at
the close of business on the record date for determination of the holders of the
common stock entitled to the dividend.

Except as provided below, if the Corporation at any time pays any dividend
or makes any distribution on its common stock in property other than cash or in
common stock of the Corporation, then provision shall be made as part of the
terms of the dividend or distribution so that the Holders of Preferred Stock
surrendered for conversion after the record date for the determination of
holders of common stock entitled to the dividend or distribution shall be
entitled to receive the same proportionate share of property that they would
have been entitled to receive had Preferred Stock been converted immediately
prior to the record date.

These adjustments shall be made successively if more than one of these
events occurs. However, no adjustment in the conversion ratio of Preferred
Stock into common stock shall be made by reason of:

(a) the payment of a cash dividend on the common stock or on any
other class of stock of the Corporation;

(b) the purchase, acquisition, redemption, or retirement by the
Corporation of any shares of common stock or of any other class
of stock of the Corporation, except as provided above in
connection with a subdivision or combination of the outstanding
common stock of the Corporation;

(c) the issuance, other than as provided above, of any shares of
common stock, or of any securities of the Corporation convertible
into common stock or into other securities of the Corporation, or
of any rights, warrants or options to subscribe for or purchase
shares of common stock or other securities of the Corporation, or
of any other securities of the Corporation; provided that if the
Corporation offers any of its securities or any rights, warrants
or options to subscribe for or purchase any of its securities to
the holders of its common stock, pursuant to any preemptive or
preferential rights granted to the holders of common stock by
the certificate of incorporation of the Corporation, or pursuant
to any similar rights granted by the board of directors of the
Corporation, the Corporation shall mail written notice of the
offer to the Holders of Preferred Stock at least 20 days prior to
the record date for determination of the holders of common
stock entitled to receive the offer;

(d) the offer by the Corporation to redeem or acquire shares of its
common stock by paying or exchanging the stock of another
corporation, or the carrying out of a transaction contemplated by
an offer of this nature; provided that the Corporation shall mail
written notice of the offer to the Holders of Preferred Stock at
least 20 days prior to the expiration of the offer; or

(e) the distribution of stock to holders of common stock of the
Corporation, if the issuer of the stock distributed is at the
time of the distribution engaged in a business that

3
<PAGE>

was previously operated as a division or subsidiary by a
corporation acquired by the Corporation and that was distinct
from the principal business of the corporation acquired.

In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, or of any reduction in the capital of the
Corporation resulting in any distribution of assets to its stockholders, each
Holder of Preferred Stock shall be entitled to receive in cash out of the assets
of the Corporation, whether from capital or earnings, available for distribution
to the stockholders of the Corporation, before any amount is paid to the holders
of the common stock, an amount equal to the consideration paid for the Preferred
Stock held by the Holder, plus an amount equal to the sum of all accumulated and
unpaid dividends to the date fixed for the payment of the distribution on the
shares of Preferred Stock held by the Holder.

The purchase or redemption by the Corporation of any class of its stock in
any manner permitted by law, the consolidation or merger of the Corporation with
or into one or more other corporations, or the sale or transfer by the
Corporation of all or substantially all of its assets shall not, for the
purposes of determining preferences on liquidation, be deemed to be a
liquidation, dissolution or winding up of the Corporation or a reduction of its
capital. A dividend or distribution to stockholders from net profits or surplus
earned after the date of any reduction in the capital of the Corporation shall
not be deemed to be a distribution resulting from the reduction in capital. No
Holder of Preferred Stock shall be entitled to receive any amounts in connection
with any liquidation, dissolution or winding up of the Corporation other than
the amounts provided for in these paragraphs.

In Witness Whereof, the Corporation has caused this Certificate to be
signed by its duly authorized officers and sealed with the seal of the
Corporation this 8th day of January, 1999.

Corporate Seal
or Facsimile ________________________________________
President

________________________________________
Secretary

4
<PAGE>

CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION OF

NETIVATION, INC.

We the undersigned President and Secretary of Netivation, Inc. do hereby
certify:

That the Board of Directors of said corporation at a meeting duly convened,
held on August 3, 1998, adopted the following resolution:

RESOLVED, that the number of authorized shares of this corporation be
amended to add THREE MILLION FIVE HUNDRED THOUSAND (3,500,000) shares
of cumulative preferred stock having a par value of one cent ($.01),
said amendment to be effective upon filing of a certificate of
amendment, by changing Article IV of the corporation's articles of
incorporation so that, as amended, said Article shall be and read as
follows:

ARTICLE IV

Capital Stock

The total number of shares of capital stock which the corporation
is authorized to issue is FIFTY THREE MILLION FIVE HUNDRED THOUSAND
(53,500,000). Fifty Million (50,000,000) shares shall be COMMON STOCK,
each having a par value of ONE CENT ($.01) totaling $500,000. THREE
MILLION FIVE HUNDRED THOUSAND (3,500,000) shares shall be CUMULATIVE
PREFERRED STOCK, each having a par value of ONE CENT ($.01) totaling
$35,000 with the rights, preferences and privileges described in the
form of Preferred Stock Certificate attached hereto as Exhibit A.

The shares of capital stock are issuable in whole shares.

The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,921,539; that said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
<PAGE>

IN WITNESS WHEREOF, this certificate is signed this 14th day of August,
1998.

/s/ Anthony Paquin
____________________________________
Anthony Paquin, President

/s/ Gary Paquin
____________________________________
Gary Paquin, Secretary

STATE OF IDAHO )
) ss.
County of Kootenai)

On this 14th day of August, 1998, before me Mary M. Monaghan, personally
appeared ANTHONY PAQUIN, known or identified to me (or proved to me on the oath
of ____________________), to be the person whose name is subscribed to the
within instrument, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

/s/ Mary M. Monaghan
____________________________________
NOTARY PUBLIC FOR IDAHO
Residing at 2110 Hampson Ave.,
Couer d'Alene,
ID 83814
_________________________
My Commission Expires 6/17/2002
_______________
<PAGE>

EXHIBIT A

CERTIFICATE FOR PREFERRED STOCK

NETIVATION, INC.

Incorporated under the laws of the State of Nevada

This certifies that _______________ (the "Holder") is the owner of ________
shares of fully paid and nonassessable cumulative 8% convertible preferred stock
with a par value of one cent ($.01) per share (the "Preferred Stock") of
NETIVATION, INC. (the "Corporation"), transferable on the books of the
Corporation by the Holder in person or by the Holder's duly authorized attorney
upon surrender of this Certificate properly endorsed.

Each share of Preferred Stock is automatically convertible into one share
of fully paid and nonassessable common stock of the Corporation upon the
occurrence of either of the following events:

1. The Corporation closes an initial public offering of its common stock;
or

1
<PAGE>

taxpayer identification number of the person or persons to whom a certificate or
certificates representing the common stock of the Corporation are to be issued.

At the time of conversion, the Corporation shall pay to the Holder of
record of any share or shares of Preferred Stock surrendered for conversion any
accrued and unpaid dividends on the stock.

The Corporation shall not be required to issue any fractional shares of
common stock upon the conversion of Preferred Stock. If more than one share of
Preferred Stock is surrendered for conversion at one time by the same Holder,
the number of full shares of common stock that will be issued upon the
conversion of Preferred Stock shall be computed on the basis of the aggregate
number of shares of Preferred Stock surrendered. If any interest in a fractional
share of common stock would otherwise be deliverable upon the conversion of
Preferred Stock, the Corporation shall make adjustment for that fractional share
interest by payment of an amount in cash equal to the same fraction of the
market value at that time of a full share of common stock of the Corporation.

2
<PAGE>

distributable upon the recapitalization, consolidation, merger, sale, or
conveyance with respect to the common stock.

These adjustments shall be made successively if more than one of these
events occurs. However, no adjustment in the conversion ratio of Preferred Stock
into common stock shall be made by reason of:

(a) the payment of a cash dividend on the common stock or on any
other class of stock of the Corporation;

(c) the issuance, other than as provided above, of any shares of
common stock, or of any securities of the Corporation convertible
into common stock or into other securities of the Corporation, or
of any rights, warrants or options to subscribe for or purchase
shares of common stock or other securities of the Corporation, or
of any other securities of the Corporation; provided that if the
Corporation offers any of its securities or any rights, warrants
or options to subscribe for or purchase any of its securities to
the holders of its common stock, pursuant to any preemptive or
preferential rights granted to the holders of common stock by the
certificate of incorporation of the Corporation, or pursuant to
any similar rights granted by the board of directors of the
Corporation, the Corporation shall mail written notice of the
offer to the Holders of Preferred Stock at least 20 days prior to
the record date for determination of the holders of common stock
entitled to receive the offer;

(e) the distribution of stock to holders of common stock of the
Corporation, if the issuer of the stock distributed is at the
time of the distribution engaged in a business that

3
<PAGE>

was previously operated as a division or subsidiary by a
corporation acquired by the Corporation and that was distinct
from the principal business of the corporation acquired.

In Witness Whereof, the Corporation has caused this Certificate to be
signed by its duly authorized officers and sealed with the seal of the
Corporation this 3rd day of August, 1998.

Corporate Seal
or Facsimile _______________________________
President

_______________________________
Secretary
<PAGE>

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

NELLORO CORPORATION

We the undersigned President Robert E. Jorgensen and Secretary John P. Ryan
of NELLORO CORPORATION do hereby certify:

That the Board of Directors at a meeting duly convened, held on the day of
September 14, 1997, adopted a resolution to amend the original articles as
follows:

Article No. 1 is hereby amended to read as follows:

"The name of the corporation is:

NETIVATION, INC."

The number of shares outstanding and entitled to vote on an amendment to
the Articles of Incorporation is 1,131,439, that the said changes and amendment
have been consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon.

/s/ Robert E. Jorgensen
------------------------------
Robert E. Jorgensen, President

/s/ John P. Ryan
------------------------------
John P. Ryan, Secretary

State of Washington )
) ss.
County of Spokane )

On September 25, 1997 personally appeared before me, a Notary Public,
Robert E. Jorgensen and John P. Ryan, who both acknowledged that they executed
the above instrument.

/s/ Robin Carter
-----------------------------
Notary Public

<PAGE>

Nelloro Corporation
10220 N. NEVADA, SUITE 230
SPOKANE, WA 99218
509-466-3144 FAX: 509-466-3321

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

NELLORO CORPORATION

We the undersigned President Robert E. Jorgensen and Secretary John P. Ryan
of NELLORO CORPORATION do hereby certify:

That the Board of Directors at a meeting duly convened, held on the day of
November 25, 1996, adopted a resolution to amend the original articles as
follows:

Article No. 4 is hereby amended to read as follows:

"The total authorized capital stock of this corporation shall be FIFTY
MILLION (50,000,000) shares of COMMON STOCK, each of which shares shall have the
par value of ONE CENT ($.01), totaling $500,000."

The number of shares outstanding and entitled to vote on an amendment to
the Articles of Incorporation is 931,539, that the said changes and amendment
have been consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon.

/s/ Robert E. Jorgensen
-------------------------------------
Robert E. Jorgensen, President

/s/ John P. Ryan
-------------------------------------
John P. Ryan, Secretary

State of Washington )
) ss.
County of Spokane )

On February 21, 1997 personally appeared before me, a Notary Public, Robert
E. Jorgensen and John P. Ryan, who both acknowledged that they executed the
above instrument.

/s/ Robin Carter
-------------------------------------
Notary Public
<PAGE>

ARTICLES OF INCORPORATION

NELLORO CORPORATION

We, the undersigned, having associated ourselves together for the purpose
of forming a corporation, under the general corporation laws of the State of
Nevada, hereby certify:

No. 1
-----

NAME
----

The name of the corporation shall be:

NELLORO CORPORATION

No. 2
-----

LOCATION
--------

The principal office or place of business shall be located in Clark County
at:

900 Brush Street, Suite 413
Las Vegas, Nevada 89107

No. 3
-----

PURPOSE
-------

The nature or object or purpose of the business of this corporation shall
be:

(a) To engage in any lawful business activity.

(b) To borrow and/or lend money with or without security.

(c) To buy, or sell, or trade in commodities of every nature, including
securities, notes, bonds, mortgages, agricultural products, mining products,
minerals, metals, commodity futures contracts, titles to or equities in land,
buildings, mining claims, oil properties, oil leases, royalty interests, and
options to buy or sell any or all of the foregoing.
<PAGE>

(d) To have and exercise all the rights, powers, and privileges which are
now or which may hereafter be conferred upon corporations organized under the
same statute as this corporation; and to have and exercise all such rights,
powers and privileges as may be necessary, convenient or proper to effectuate
and accomplish the objectives and purposes specified in this certificate, and
said specified objectives and purposes shall not limit or restrict in any manner
the powers of this corporation.

No. 4
-----

CAPITALIZATION
--------------

The total authorized capital stock of this corporation shall be SEVEN
MILLION FIVE HUNDRED THOUSAND (7,500,000) shares of COMMON STOCK, each of which
shares shall have the par value of ONE CENT ($0.01), totaling $75,000.00.

No. 5
-----

GOVERNING BOARD
---------------

This corporation shall be governed by at least three (3) directors and not
more than nine (9) directors, and the following three persons are hereby
appointed directors to govern the affairs of this corporation from inception and
for the first year of its existence, or until a stockholders' meeting is called
for the purpose of electing directors:

Carman Ridland
900 Brush Street, Suite 413
Las Vegas, Nevada 89107

Robert Reed
2019 Santa Rita
Las Vegas, Nevada 89104

Don Davis
3945 E. Carey
Las Vegas, Nevada 89115

The directors shall be elected at the annual meetings or any special
meeting of the stockholders called for the purpose of electing directors, the
holder of each share of stock of this corporation shall have one vote and the
majority of the stock represented at the meeting, by the stockholders in person
or by proxy, shall decide:

(1) the maximum number of directors to hold office for the ensuing
term;
<PAGE>

(2) the persons to hold such directorships.

The Board of Directors, during a term, may decrease in number by the
resignation or death of one or more members, but the maximum number of directors
cannot be increased. The majority of the surviving directors, in the case of a
vacancy by resignation or death, may appoint a person or persons to fill a
vacancy or vacancies.

No. 6
-----

ASSESSABILITY OF STOCK
----------------------

The shares issued by this corporation, once the par value has been paid in
full, shall not be assesssable, and any shares issued for services, or property,
or considerations other than cash, shall be deemed fully paid up and shall be
forever nonassessable.

No. 7
-----

TERM OF EXISTENCE
-----------------

The term of existence of this corporation shall be perpetual.

No. 8
-----

BY-LAWS
-------

The directors shall have power to make such By-Laws as they may deem proper
for the management of the affairs of said corporation according to the statute
in such case made and provided.

No. 9
-----

VOTING
------

Each stockholder will have one vote for each share registered in his or her
name. Cumulative voting shall not be allowed.

No. 10
------

SUBSCRIPTION RIGHTS
-------------------

The stockholders of this corporation shall have no preferential right or
rights to subscribe to any subsequent issues of the authorized shares of this
corporation, unless certain
<PAGE>

rights or warrants for a specific issue are authorized by the Board of Directors
or the Stockholders.

No. 11
------

RESIDENT AGENT
--------------

The name and address of the Resident Agent is:

CARMAN RIDLAND, 900 Brush Street, Suite 413, Las Vegas, Nevada,
telephone (702)870-6421.

By signing below as an incorporator, CARMAN RIDLAND also certifies and
acknowledges his acceptance of appointment as Resident Agent of NELLORO
CORPORATION.

No. 12
------

INCORPORATORS
-------------

The names and addresses of the incorporators of this corporation are:

Carman Ridland, whose address is 900 Brush Street, Suite 413, Las
Vegas, Nevada 89107;

Charisa McWilliams, whose address is 618 East Carson Avenue, Las
Vegas, Nevada 89101; and

Richard Morris, whose address is 745 Spanish Drive, Las Vegas, Nevada
89110.

IN TESTIMONY WHEREOF, we hereunto set our hands and seals, the 20th
day of August, 1993.

/s/ Carman Ridland
----------------------------------
CARMAN RIDLAND

/s/ Charisa McWilliams
----------------------------------
CHARISA McWILLIAMS
<PAGE>
/s/ Richard Morris
----------------------------------
RICHARD MORRIS

STATE OF NEVADA )
) ss.
COUNTY OF CLARK )

I, DIANA G. WINN, a Notary Public in and for said County and State
aforesaid, do hereby certify that CARMAN RIDLAND, CHARISA McWILLIAMS, and
RICHARD MORRIS, whose names are subscribed to the annexed, foregoing Articles of
Incorporation, acknowledged before me that they signed said instrument as their
free and voluntary act.

Given under my hand and notarial seal, this 13th day of September,
1993.

/s/ Diana G. Winn
----------------------------------
NOTARY PUBLIC
SEAL:
<PAGE>

CERTIFICATE OF ACCEPTANCE

OF APPOINTMENT BY RESIDENT AGENT

IN THE MATTER OF NELLORO CORPORATION, I, CARMAN RIDLAND, hereby certify

that on the 1st day of September, 1993, I accepted the appointment as Resident

Agent of the above-entitled corporation in accordance with Sec. 78.090, NRS

1957.

Furthermore, that the principal office in this State is located at Room

Suite 413 Building, No. 900 Brush Street, Town of Las Vegas, County of Clark,

State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of September,

1993.

/s/ Carmen Ridland
------------------------------------------
CARMAN RIDLAND Resident Agent

================================================================================
Sec. 78. Every corporation shall have a resident agent, who may either
be an individual or a corporation, resident of or located in this state, in
charge of its principal office. Every such resident agent shall, within ten days
after acceptance of an appointment as such, file a certificate thereof in the
office of the secretary of state, and a copy of such certificate
in the office of the county clerk of the county in which the principal office of
the corporation in this state shall be located. The resident agent may be any
bank, or banking corporation, or other corporation located and doing business in
this state, and any such bank and any such corporation, acting as such resident
agent, shall have authority ***.
<PAGE>

SECRETARY OF STATE

[THE GREAT SEAL OF THE STATE OF NEVADA]

CORPORATE CHARTER

I, CHERYL A. LAU, Secretary of State of the State of Nevada, do hereby certify
that NELLORO CORPORATION did on the TWENTY-FOURTH day of NOVEMBER, 1993, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State o the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, this TWENTY-FOURTH day of
NOVEMBER, 1993.

Secretary of State

By
[THE GREAT SEAL OF THE
STATE OF NEVADA]

Deputy

<PAGE>

EXHIBIT 3(i).2

CERTIFICATE OF INCORPORATION

NETIVATION.COM MERGER, INC.

The undersigned, a natural person (the "Sole Incorporator"), for the
purpose of organizing a corporation to conduct the business and promote the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware hereby certifies that:

The name of this corporation is Netivation.com Merger, Inc.

II.

The address of the registered office of the corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and
the name of the registered agent of the corporation in the State of Delaware at
such address is The Corporation Trust Center.

III.

The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.

IV.

A. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that the corporation is authorized to issue is twenty-eight million
five hundred thousand (28,500,000) shares. Twenty-five million (25,000,000)
shares shall be Common Stock, each having a par value of one cent ($.01). Three
million five hundred thousand (3,500,000) shares shall be Preferred Stock, each
having a par value of one cent ($.01).

B. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law
("DGCL"), to fix or alter from time to time the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions of any wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares constituting any such series or
any of them; and to increase or decrease the number of shares of any series
subsequent to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the

CERTIFICATE OF INCORPORATION - 1

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number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.

C. Three million five hundred thousand (3,500,000) of the authorized
shares of Preferred Stock are hereby designated "Series A Preferred Stock" (the
"Series A Preferred").

The rights, preferences, privileges, restrictions and other matters
relating to the Series A Preferred are as follows:

1. Dividend Rights.

Subject to the right of any series of Preferred Stock that may from
time to time come into existence, the holders of Series A Preferred ("Holder"),
in preference to the holders of any other stock of the Company, shall be
entitled to an annual dividend of eight percent (8%) of the original issuance
price per share, payable out of the net profits of the Company before any
dividend is paid on the Common Stock of the Company. If the net profits in any
year are not sufficient to pay this dividend, either in whole or in part, then
any unpaid portion of the dividend will become a charge against the net profits
of the Company, and will be paid in full out of the net profit of the Company in
subsequent years before any dividends are paid on the Common Stock of the
Company in those years. For a period of three (3) years from the date hereof, at
the Company's option, the Company may satisfy any accrued Series A Preferred
dividend, or portion thereof, with Series A Preferred in lieu of cash. After
three (3) years from the date hereof, if the Company has a positive cash flow in
sufficient amount to pay accrued Series A Preferred dividends ("Sufficient
Positive Cash Flow"), then any accrued Series A Preferred dividend will be
payable in cash. If, after three (3) years from the date hereof the Company does
not have Sufficient Positive Cash Flow, then any accrued Series A Preferred
dividend will be payable in Series A Preferred.

2. Voting Rights.

Except as otherwise provided herein or as required by law, the Series A
Preferred shall not be entitled to vote at meetings of the stockholders of the
Company, and are not entitled to participate in the profits of the Company
beyond the fixed, preferential annual dividend provided herein.

3. Conversion Rights.

The holders of the Series A Preferred shall have the following rights
with respect to the conversion of the Series A Preferred into shares of Common
Stock:

CERTIFICATE OF INCORPORATION - 2

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Each share of Series A Preferred is automatically convertible into one
share of fully paid and nonassessable Common Stock of the Company upon the
occurrence of either of the following events:

1. The Company closes an initial public offering of its Common Stock; or

2. The majority of the shares of stock of the Company entitled to vote
are acquired by any one individual or entity or any group of related
individuals or entities, whether by purchase, merger, share exchange,
or otherwise, including by operation of law.

The Holder of Series A Preferred may convert his shares of Series A
Preferred into the Company's Common Stock, at any time, at the option of the
Holder. To convert shares of Series A Preferred, the Holder of the shares must
surrender the certificate or certificates representing the shares to be
converted, duly endorsed to the Company or in blank, at the principal office of
the Company, give written notice to the Company at the office that the Holder
desires to convert the shares. The notice must set forth the name, address and
taxpayer identification number of the persons to whom a certificate or
certificates representing the Common Stock of the Company are to be issued.

Shares of Series A Preferred shall be deemed to be converted at the
close of business on the date of the surrender to the Company of the properly
endorsed certificate or certificates representing the shares. Other than the
right to receive accrued and unpaid dividends, the rights of the Holders of the
Series A Preferred surrendered shall cease at that time, and the person or
persons in whose names the certificate or certificates for the Common Stock are
to be issued shall be treated for all purposes as having become record owners of
the Common Stock of the Company at that time. However, if certificates are
surrendered on a day in which the stock transfer books for the Company are
closed, the surrender shall be deemed to have occurred on the next succeeding
day on which the stock transfer books are open.

The Company shall at all times reserve and keep available solely for
the purpose of issuing upon conversion of Series A Preferred the number of
shares of Common Stock issuable upon conversion of all outstanding Series A
Preferred.

At the time of conversion, the Company shall pay to the Holder of
record of any share or shares of Series A Preferred surrendered for conversion
any accrued and unpaid dividends on the stock.

The issuance of certificates for shares of Common Stock upon the
conversion of Series A Preferred shall be made without charge for any tax with
respect to the issuance. However, if any certificate is to be issued in a name
or names other than the name or names of the Holder of record of Series A
Preferred converted, the person or persons requesting the issuance shall pay to
the Company the amount of any tax that may be payable in connection with any

CERTIFICATE OF INCORPORATION - 3

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transfer involved in the issuance, or shall establish to the satisfaction of the
Company that the tax has been paid or is not due and payable.

The Company shall not be required to issue any fractional shares of
Common Stock upon the conversion of Series A Preferred. If more than one share
of Series A Preferred is surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock that will be issued upon the
conversion of Series A Preferred shall be computed on the basis of the aggregate
number of shares of Series A Preferred surrendered. If any interest in a
fractional share of Common Stock would otherwise be deliverable upon the
conversion of Series A Preferred, the Company shall make adjustment for that
fractional share interest by payment of an amount in cash equal to the same
fraction of the market value at that time of a full share of Common Stock of the
Company.

If the Company subdivides or combines in a larger or smaller number of
shares its outstanding shares of Common Stock, then the number of shares of
Common Stock issuable upon the conversion of Series A Preferred shall be
proportionally increased in the case of a subdivision and decreased in the case
of a combination, effective in either case at the close of business on the date
that the subdivision or combination becomes effective.

If the Company is recapitalized, is consolidated with or merged into
any other corporation, or sells or conveys to any other corporation all or
substantially all of its property as an entity, provision shall be made as part
of the terms of the recapitalization, consolidation, merger, sale, or conveyance
so that the Holders of Series A Preferred may receive, in lieu of the Common
Stock otherwise issuable to them under conversion of Series A Preferred, at the
same conversion ratio, the same kind and amount or securities or assets as may
be distributable upon the recapitalization, consolidation, merger, sale or
conveyance with respect to the Common Stock.

If the Company at any time pays to the Holders of its Common Stock a
dividend in Common Stock, the number of shares of Common Stock issuable upon the
conversion of Series A Preferred shall be proportionally increased, effective at
the close of business on the record date for determination of the holders of the
Common Stock entitled to the dividend.

Except as provided below, if the Company at any time pays any dividend
or makes any distribution on its Common Stock in property other than cash or in
Common Stock of the Company, then provision shall be made as part of the terms
of the dividend or distribution so that the Holders of Series A Preferred
surrendered for conversion after the record date for the determination of
holders of Common Stock entitled to the dividend or distribution shall be
entitled to receive the same proportionate share of property that they would
have been entitled to receive had Series A Preferred been converted immediately
prior to the record date.

CERTIFICATE OF INCORPORATION - 4

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These adjustments shall be made successively if more than one of these
events occurs. However, no adjustment in the conversion ratio of Series A
Preferred into Common Stock shall be made by reason of:

(a) the payment of a cash dividend on the Common Stock or on any other
class of stock of the Company;

(b) the purchase, acquisition, redemption, or retirement by the Company of
any shares of Common Stock or of any other class of stock of the
Company, except as provided above in connection with a subdivision or
combination of the outstanding Common Stock of the Company;

(c) the issuance, other than as provided above, of any shares of Common
Stock, or of any securities of the Company convertible into Common
Stock or into other securities of the Company, or of any rights,
warrants or options to subscribe for or purchase shares of Common
Stock or other securities of the Company, or of any other securities
of the Company; provided that if the Company offers any of its
securities or any rights, warrants or options to subscribe for or
purchase any of its securities to the holders of its Common Stock,
pursuant to any preemptive or preferential rights granted to the
holders of Common Stock by the certificate of incorporation of the
corporation, or pursuant to any similar rights granted by the board of
directors of the Company, the Company shall mail written notice of the
offer to the Holders of Series A Preferred at least 20 days prior to
the record date for determination of the holders of Common Stock
entitled to receive the offer;

(d) the offer by the Company to redeem or acquire shares of its Common
Stock by paying or exchanging the stock of another corporation, or the
carrying out of a transaction contemplated by an offer of this nature;
provided that the Company shall mail written notice of the offer to
the Holders of Series A Preferred at least 20 days prior to the
expiration of the offer; or

(e) the distribution of stock to holders of Common Stock of the Company,
if the issuer of the stock distributed is at the time of the
distribution engaged in a business that was previously operated as a
division or subsidiary by a corporation acquired by the Company and
that was distinct from the principal business of the corporation
acquired.

4. Liquidation Rights.

In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, or of any reduction in the capital of
the Company resulting in any distribution of assets to its stockholders, each
Holder of Series A Preferred shall be entitled to receive in cash out of the
assets of the Company, whether from capital or earnings, available for

CERTIFICATE OF INCORPORATION - 5

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distribution to the stockholders of the Company, before any amount is paid to
the holders of the Common Stock, an amount equal to the consideration paid for
the Series A Preferred held by the Holder, plus an amount equal to the sum of
all accumulated and unpaid dividends to the date fixed for the payment of the
distribution on the shares of Series A Preferred held by the Holder.

The purchase or redemption by the Company of any class of its stock in
any manner permitted by law, the consolidation or merger of the Company with or
into one or more other corporations, or the sale or transfer by the Company of
all or substantially all of its assets shall not, for the purposes of
determining preference on liquidation, be deemed to be a liquidation,
dissolution or winding up of the Company or a reduction of its capital. A
dividend or distribution to stockholders from net profits or surplus earned
after the date of any reduction in the capital of the Company shall not be
deemed to be a distribution resulting from the reduction in capital. No Holder
of Series A Preferred shall be entitled to receive any amounts in connection
with any liquidation, dissolution or winding up of the Company other than the
amounts provided for in these paragraphs.

A. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by the Board
of Directors in the manner provided in the Bylaws.

B. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may
be altered or amended or new Bylaws adopted by the stockholders entitled to
vote. The Board of Directors shall also have the power to adopt, amend or
repeal Bylaws.

VI.

A. The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.

B. Any repeal or modification of this Article VI shall be prospective and
shall not affect the rights under this Article VI in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

VII.

A. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, except as provided in paragraph B of this
Article VII, and all rights conferred upon the stockholders herein are granted
subject to this reservation.

CERTIFICATE OF INCORPORATION - 6

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B. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Series A Preferred Designation, the affirmative vote of
the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of the voting stock, voting together
as a single class, shall be required to alter, amend or repeal Articles V, VI,
and VII.

VIII.

The name and the mailing address of the Sole Incorporator is as follows:

Name Mailing Address

Mark Ellison Moffatt Thomas Barrett Rock &
Fields, Chtd.
P. O. Box 829
Boise, ID 83701

In Witness Whereof, this Certificate has been subscribed this 5th day of
March, 1999, by the undersigned who affirms that the statements made herein are
true and correct.
/s/ Mark Ellison
---------------------------------
Mark Ellison
Sole Incorporator

CERTIFICATE OF INCORPORATION - 7

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EXHIBIT 3(i).3

RESTATED

CERTIFICATE OF INCORPORATION

NETIVATION.COM, INC.

The undersigned, Anthony J. Paquin, hereby certifies that:

ONE: He is the duly elected and acting President and Chief Executive
Officer of Netivation.com, Inc.

TWO: The corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on March 5, 1999 under the
name Netivation.com Merger, Inc.

THREE: This Amended and Restated Certificate of Incorporation restates,
integrates and amends the corporation's Certificate of Incorporation filed on
March 5, 1999 and has been duly adopted in accordance with Sections 242 and 245
of the General Corporation Law of the State of Delaware.

FOUR: The text of the Amended and Restated Certificate of Incorporation of
this corporation is hereby amended and restated to read in its entirety as
follows:

II.

The name of this corporation is NETIVATION.COM, INC.

III.

The address of the registered office of the corporation in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of its registered agent at such address
is The Corporation Trust Company.

IV.

The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.
<PAGE>

A. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the corporation is authorized to issue is thirty two million
(30,000,000) shares. Thirty million (30,000,000) shares shall be Common Stock,
each having a par value of one cent ($.01). Two million (2,000,000) shares shall
be Preferred Stock, each having a par value of one cent ($.01).

B. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law
("DGCL"), to fix or alter from time to time the designation, powers, preferences
and rights of the shares of each series and the qualifications, limitations or
restrictions of any wholly unissued series or any of them; and to increase or
decrease the number of shares of any series subsequent to the issuance of shares
of that series, but not below the number of shares of any series then
outstanding. In case the number of shares of any series shall be decreased in
accordance with the foregoing sentence, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

VI.

For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

1. The management of the business and the conduct of the affairs
of the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more reso lutions adopted by the Board of Directors.

2. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, following the
closing of the initial public offering pursuant to an effective registration
statement under the Secur ities Act of 1933, as amended (the "1933 Act"),
covering the offer and sale of Common Stock to the public (the "Initial Public
Offering"), the directors shall be divided into three classes designated as
Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three
years. At the
<PAGE>

second annual meeting of stockholders following the Closing of the Initial
Public Offering, the term of office of the Class II directors shall expire and
Cl ass II directors shall be elected for a full term of three years. At the
third annual meeting of stockholders following the Closing of the Initial Public
Offering, the term of office of the Class III directors shall expire and Class
III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.

Notwithstanding the foregoing provisions of this Article, each
director shall serve until such director's successor is duly elected and
qualified or until his death, resignation or removal. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

3. Removal of Directors

a. Subject to the rights of the holders of any series of
Preferred Stock, neither the Board of Directors nor any individual director may
be removed without cause.

b. Subject to any limitation imposed by law, any individual
director or directors may be removed with cause by the holders of a majority of
the voting power of the corporation entitled to vote at an election of directors
(the "Voting Stock").

4. Vacancies

a. Subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmati ve vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified.

b. If at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Delaware Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vaca ncies or
newly created directorships, or to replace the directors chosen by the directors
then in offices as aforesaid, which election shall be governed by Section 211 of
the DGCL.
<PAGE>

B. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may
be altered or amended or new Bylaws adopted by the affirmative vote of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shar es of the voting stock of the corporation entitled to
vote. The Board of Directors shall also have the power to adopt, amend, or
repeal Bylaws.

1. The directors of the corporation need not be elected by written
ballot unless the Bylaws so provide.

2. No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws and following the closing of the Initial Public Offering no action
shall be taken by the st ockholders by written consent.

3. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.

VII.

A. The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.

B. Any repeal or modification of this Article VII shall be prospective
and shall not affect the rights under this Article VII in effect at the time of
the alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

VIII.

A. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, except as provided in paragraph B of this
Article VIII, and all rights conferred upon the stockholders herein are granted
subject to this reservation.

B. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this
Certificate of Incorporation or any Preferred Stock Designation, the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of the voting stock,
voting together as a single class, shall be required to alter, amend or repeal
Articles VI, VII, and VIII.
<PAGE>

IN WITNESS WHEREOF, this Certificate has been subscribed this ____ day of
__________, 1999 by the undersigned who affirms that the statements made herein
are true and correct.

_______________________
Anthony J. Paquin
President and Chief Executive Officer

<PAGE>

EXHIBIT 3(ii).1
BYLAWS OF
NETIVATION, INC.

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of the corporation
may, but need not, be the same as any of its principal places of business in the
state of Nevada. In any case, the corporation's registered office shall be the
business office of the registered agent. The address of the registered office
may be changed from time to time by the Board of Directors or the President of
the corporation.

Section 1.2 Principal Office; Other Offices. The corporation may also
have and maintain an office or principal place of business in Coeur d'Alene,
Idaho, or at such other place as may be fixed by the Board of Directors, and may
also have offices at such other places, both within and without the state of
Nevada, as the Board of Directors may from time to time determine or the
business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 2.1 Corporate Seal. The corporation may have a corporate seal,
which may be altered at will by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

ARTICLE III

SHAREHOLDERS' MEETINGS

Section 3.1 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of Nevada, as the place of meeting for
any annual meeting or for any special meeting of shareholders called by or at
the direction of the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either
within or without the state of Nevada, as the place for the holding of such
meeting. If no place is designated by the Board of Directors or if a special
meeting be called otherwise than by or at the direction of the Board of
Directors, the place of meeting shall be the principal office of the
corporation.

Section 3.2 Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held on the first Monday in the month of August in each
year at the hour of 10:00 a.m., or on such other date and at such other time
which may from time to time be designated by the

BYLAWS - 1
<PAGE>

Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly come before the meeting. The
failure to hold an annual meeting at the time stated or otherwise designated as
provided herein shall not affect the validity of any corporate action.

Section 3.3 Special Meetings. Special meetings of the shareholders of the
corporation may be called at any time, for any purpose or purposes, by the Board
of Directors or the president of the corporation or by the holders of at least
twenty percent (20%) of the votes entitled to be cast on any issue proposed to
be considered at the meeting (provided that such holders sign, date and deliver
to the corporation's secretary one or more written demands for the meeting
describing the purpose(s) for which it is to be held).

Section 3.4 Notice of Meetings. The corporation shall notify shareholders
of the date, time and place of each annual and special shareholders' meeting
and, in case of a special meeting, a description of the purpose or purposes for
which the meeting is called, no fewer than ten (10) nor more than sixty (60)
days before the meeting date. Only business within the purpose(s) described in
the special meeting notice may be conducted at such special meeting.

Section 3.5 Waiver of Notice. Notice of any meeting of shareholders may
be waived in writing, signed by the person entitled to notice thereof and
delivered to the corporation for inclusion in the corporate minutes or filing
with the corporate records, either before or after the date and time stated in
the notice, and, absent objection made in accordance with the Nevada Revised
Statutes ("NRS"), will be waived by any shareholder by his attendance in person
or by proxy. Any shareholder so waiving notice of such meeting shall be bound
by the proceedings of any such meeting in all respects as if due notice hereof
had been given.

Section 3.6 Quorum. Unless the NRS or the Articles of Incorporation
impose a greater requirement, a majority of the votes, represented in person or
by proxy, entitled to be cast on a matter shall constitute a quorum of that
voting group for action on that matter. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and any adjournment thereof unless a new record date is or must
be set for that adjourned meeting.

Section 3.7 Adjournment and Notice of Adjourned Meetings. Any meeting of
shareholders at which a quorum is present, whether annual or special, may be
adjourned from time to time by the vote of a majority of the votes entitled to
be cast at the meeting. If an annual or special shareholders' meeting is
adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment. At the adjourned meeting the corporation may
transact any business which might have been transacted at the original meeting.

Section 3.8 Proxies. At all meetings of shareholders, a shareholder may
vote either in person or by proxy. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of proxy is

BYLAWS - 2
<PAGE>

effective upon receipt, before or at the time of the meeting, by the secretary
of the corporation or other officer or agent authorized to tabulate votes.

Section 3.9 Voting Rights (Non-cumulative Voting). Only shares are
entitled to vote. Except as otherwise provided by law, only persons in whose
names shares stand on the stock records of the corporation on the record date,
as provided in Sections 3.11 and 7.4 of these Bylaws, shall be entitled to vote
on any matter. Unless the Articles of Incorporation provide otherwise, each
outstanding share, regardless of class, is entitled to one (1) vote on each
matter voted on at a shareholders' meeting. If a quorum exists, action on a
matter, other than the election of directors, is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the NRS require a greater number of affirmative
votes. Unless otherwise provided in the Articles of Incorporation, directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. Shareholders shall have
no right to cumulate their votes for directors.

Section 3.10 Corporation's Acceptance of Votes.

(1) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation if acting in good
faith is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.

(2) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the corporation if acting in
good faith is nevertheless entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder if so
entitled by provisions of the NRS.

(3) The corporation is entitled to reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to tabulate
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for the
shareholder.

(4) The corporation is not entitled to vote treasury shares. Absent
special circumstances, the corporation's shares are not entitled to vote if they
are owned, directly or indirectly, by a second corporation, domestic or foreign,
and if this corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation; provided, however,
that this provision does not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity.

Section 3.11 Conduct of Meeting. At every meeting of shareholders, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the president, or, if the president is absent, the most senior vice
president present, or in the absence of any such officer, a chairman of the
meeting chosen by a majority in interest of the shareholders entitled to vote,
present in person or by proxy, shall act as chairman. The secretary or, in his
absence, an assistant secretary directed to do so by the president, shall act as
secretary of the meeting.

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Section 3.12 Action Without Meeting. Action required or permitted by NRS
to be taken at a shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by all the shareholders entitled to vote on the action, and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A consent signed under this Section has the effect of a
meeting vote and may be described as such in any document.

ARTICLE IV

DIRECTORS

Section 4.1 Powers. All corporate powers shall be exercised by and under
the authority, and the business and affairs of the corporation shall be managed
under the direction, of the Board of Directors, subject to any limitations set
forth in the Articles of Incorporation or any shareholder agreement authorized
under the NRS.

Section 4.2 Variable Range-Size Board; Qualifications. The number of
directors presently authorized is three (3). The authorized number of directors
of the corporation may range between three and nine, and may be fixed or changed
from time to time, within the minimum and maximum, by the shareholders or the
Board of Directors. After shares are issued, only the shareholders may change
the range for the size of the Board or change from a variable-range size Board
to a fixed size Board. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. A director
need not be a resident of the state of Nevada or a shareholder of the
corporation unless so required by the Articles of Incorporation. If for any
cause the directors shall not have been elected at an annual meeting, they may
be elected as soon thereafter as convenient at a special meeting of the
shareholders called for that purpose in the manner provided by law or in these
Bylaws.

Section 4.3 Term. The terms of the initial directors shall expire at the
first shareholders meeting at which directors are elected. Directors are
elected at the first annual meeting of shareholders and at each annual meeting
thereafter. Each director shall serve until the next annual meeting of
shareholders and thereafter, despite the expiration of his term, until his
successor is duly elected and qualifies, or until there is a decrease in the
number of directors, or until his earlier death, resignation or removal.

Section 4.4 Resignation. A director may resign at any time by delivering
written notice to the Board of Directors, its chairman, or the corporation.

Section 4.5 Removal. The shareholders may remove one (1) or more
directors with or without cause unless the Articles of Incorporation provide
that directors may be removed only for cause. If cumulative voting is
authorized, a director may not be removed if the number of votes sufficient to
elect him under cumulative voting is voted against his removal. If cumulative
voting is not authorized, a director may be removed only if the number of votes
cast to remove him exceeds

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the number of votes cast not to remove him. A director may be removed by the
shareholders only at a meeting called for the purpose of removing him; and the
meeting notice must state that the purposes, or one of the purposes, of the
meeting is removal of the director.

Section 4.6 Newly Created Directorships and Vacancies. Unless the
Articles of Incorporation provide otherwise, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause may be filled by the affirmative vote of a majority of the
remaining directors then in office even if they constitute fewer than a quorum
of the authorized Board of Directors, or may be filled by the shareholders. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

Section 4.7 Meetings.

(1) Annual Meetings. The annual meeting of the Board of Directors shall be
held immediately after the annual meeting of shareholders and at the place where
such meeting is held. No notice of an annual meeting of the Board of Directors
shall be necessary; and such meeting shall be held for the purpose of electing
officers and transacting such other business as may lawfully come before it.

(2) Place of Meetings. Regular and special meetings of the Board of
Directors, or of any committee designated by the Board, may be held at any place
within or without the state of Nevada.

(3) Telephone Meetings. Unless the Articles of Incorporation provide
otherwise, any member of the Board of Directors, or of any committee thereof,
may participate in a regular or special meeting by, or conduct the meeting
through the uses of, any means of conference telephone or similar communications
equipment by which all directors participating in the meeting may simultaneously
hear each other during the meeting. A director participating in a meeting by
such means is deemed to be present in person at such meeting.

(4) Notice of Meetings. Notice of the date, time and place of any regular
or special meeting of the Board of Directors shall be delivered at least two (2)
days prior to the meeting; provided that the Board of Directors may provide, by
resolution, the date, time and place, either within or without the state of
Nevada, for the holding of regular meetings without notice other than such
resolution. Neither the business to be transacted at, nor the purpose(s) of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

(5) Waiver of Notice. A director may waive any notice required by the NRS,
the Articles of Incorporation or these Bylaws at any time before or after the
date and time stated in the notice. Except as otherwise provided below in this
Section 4.7(5), such waiver must be signed by the director and filed with the
minutes or corporate records. The attendance of a director at or participation
in a meeting shall constitute a waiver of notice of such meeting unless the
director, at the beginning of the meeting, or promptly upon his arrival, objects
to holding the meeting or

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transacting any business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.

Section 4.8 Quorum and Voting.

(1) Quorum. Unless the Articles of Incorporation or these Bylaws require a
greater number or unless otherwise specifically provided by the NRS, a quorum of
the Board of Directors consists of (a) a majority of the fixed number of
directors if the corporation has a fixed board size or (b) a majority of the
number of directors prescribed, or if no number is prescribed the number in
office immediately before the meeting begins, if the corporation has a variable-
range size board.

(2) Majority Vote. If a quorum is present when a vote is taken, the
affirmative vote of the majority of the directors present shall be the act of
the Board of Directors, unless the Articles of Incorporation or these Bylaws
require the vote of a greater number of directors.

(3) Deemed Assent. A director of the corporation who is present at a
meeting of the Board of Directors (or any committee thereof) at which action on
any corporate matter is taken is deemed to have assented to the action taken
unless: he objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting; his dissent or
abstention from the action taken is entered in the minutes of the meeting; or he
delivers written notice of his dissent or abstention to the presiding officer of
the meeting before its adjournment or to the corporation immediately after the
adjournment of the meeting. Such right to dissent is not available to a
director who voted in favor of the action taken.

Section 4.9 Action Without a Meeting. Unless otherwise provided by the
Articles of Incorporation, any action required or permitted by the NRS to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if the action is taken by all members of the Board.
The action must be evidenced by one or more written consents describing the
action taken, signed by each member of the Board of Directors or of the
committee, as the case may be, and included in the minutes or filed with the
corporate records reflecting the action taken.

Section 4.10 Fees and Compensation. Unless the Articles of Incorporation
provide otherwise, the Board of Directors may fix the compensation of directors.

Section 4.11 General Standards for Directors. A director shall discharge
his duties as director, including his duties as a member of any committee of the
Board of Directors on which he may serve, in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner he reasonably believes to be in the best
interests of the corporation. In discharging his duties, a director shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, if prepared or presented by:

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(1) One (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;

(2) Legal counsel, public accountants or other persons as to matters the
director reasonably believes are within such person's professional or expert
competence; or

(3) A committee of the Board of which he is not a member if the director
reasonably believes the committee merits confidence.

A director is not acting in good faith if he has knowledge concerning the
matter in question that makes such reliance otherwise permitted by this Section
4.11 unwarranted.

Section 4.12 Committees.

(1) Unless the Articles of Incorporation provide otherwise, the Board of
Directors may create one or more committees and appoint members of the Board of
Directors to serve on them. Each committee must have two or more members, each
of whom shall serve at the pleasure of the Board of Directors.

(2) The creation of, delegation of authority to, or action by a committee
does not alone constitute compliance of a director with the standards of conduct
described in the NRS or Section 4.11 of these Bylaws.

ARTICLE V

DIRECTOR CONFLICTS OF INTEREST

Section 5.1 Permissible Transactions. The corporation may enter into a
director's conflict of interest transaction (as defined in the NRS) if either
directors' action or shareholders' action respecting the transaction is taken at
any time in compliance with Sections 5.2 or 5.3, respectively.

Section 5.2 Directors' Action.

(1) For purposes of Section 5.1, directors' action respecting a transaction
is effective if the transaction received the affirmative vote of a majority, but
no fewer than two (2), of those qualified directors on the Board of Directors or
on a duly empowered committee of the Board who voted on the transaction after
either required disclosure to them, to the extent the information was not known
by them, or compliance with subsection (2) of this Section; provided that action
by a committee is so effective only if:

(a) All its members are qualified directors; and

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(b) Its members are either all the qualified directors on the Board or
are appointed by the affirmative vote of a majority of the qualified directors
on the Board.

(2) If a director has a conflicting interest respecting a transaction, but
neither he nor a related person of the director is a party to the transaction,
and if the director has a duty under law or professional canon, or a duty of
confidentiality to another person, respecting information relating to the
transaction such that the director may not make the disclosure required by the
NRS, then disclosure is sufficient for purposes of subsection (1) of this
Section if the director:

(a) Discloses to the directors voting on the transaction on the
existence and nature of his conflicting interest and informs them of the
character and limitations imposed by that duty before their vote on the
transaction, and

(b) Plays no part, directly or indirectly, in their deliberations or
vote.

(3) A majority, but no fewer than two (2), of all the qualified directors
on the Board of Directors, or on the committee, constitutes a quorum for
purposes of action that complies with this Section. Directors' action that
otherwise complies with this Section is not affected by the presence or vote of
a director who is not a qualified director.

(4) For purposes of this Section, "qualified director" means, with respect
to a director's conflicting interest transaction, any director who does not have
either:

(a) A conflicting interest respecting the transaction, or

(b) A familial, financial, professional, or employment relationship
with a second director who does have a conflicting interest respecting the
transaction, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the first director's judgment when voting on
the transaction.

Section 5.3 Shareholders' Action.

(1) For purposes of Section 5.1, shareholders' action respecting a
transaction is effective if a majority of the votes entitled to be cast by the
holders of all qualified shares were cast in favor of the transaction after:

(a) Notice to shareholders describing the director's conflicting
interest transaction,

(b) Provision of the information referenced in subsection (4) of this
Section, and

(c) Required disclosure to the shareholders who voted on the
transaction, to the extent the information was not known by them.

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<PAGE>

(2) For purposes of this Section, "qualified shares" means any shares
entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or
other officer or agent of the corporation authorized to tabulate votes, are
beneficially owned, or the voting of which is controlled, by a director who has
a conflicting interest respecting the transaction or by a related person of the
director or both.

(3) A majority of the votes entitled to be cast by the holders of all
qualified shares constitutes a quorum for purposes of action that complies with
this Section. Subject to the provisions of subsection (4) of this Section,
shareholders' action that otherwise complies with this Section is not affected
by the presence of holders, or the voting, of shares that are not qualified
shares.

(4) For purposes of compliance with subsection (1) of this Section, a
director who has a conflicting interest respecting the transaction shall, before
the shareholders' vote, inform the secretary, or other office or agent of the
corporation authorized to tabulate votes, of the number, and the identity of
persons holding or controlling the vote, of all shares that the director knows
are beneficially owned, or the voting of which is controlled, by the director or
by a related person of the director or both.

ARTICLE VI

OFFICERS

Section 6.1 Officers Designated. The officers of the corporation consist
of a president, a secretary and a treasurer, each of whom shall be appointed by
the Board of Directors. The Board of Directors or the President may appoint
such other officers or assistant officers as may be deemed necessary or
desirable. The same individual may simultaneously hold more than one office.

Section 6.2 Tenure and Duties of Officers.

(1) Term of Office. Each officer shall hold office at the pleasure of the
Board of Directors or until death, resignation or removal. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

(2) The President. The president shall be the principal executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. If so authorized by the Board of Directors, he may appoint such
other officers or assistant officers as he deems appropriate to the conduct of
the corporation's business. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be

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required by law to be otherwise signed or executed; and in general the president
shall perform all duties commonly incident to the office of president and such
other duties as may be prescribed by the Board of Directors from time to time.

(3) The Vice President. In the absence of the president or in the event of
his removal, resignation, death, or inability or refusal to act, the vice
president (or in the event there is more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
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. Any vice president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation; and the vice president shall perform other duties commonly
incident to the office of vice president and such other duties as from time to
time may be assigned to him by the president or by the Board of Directors.

(4) The Secretary. The secretary shall: (i) attend all meetings and keep
the minutes of the meetings and other proceedings of the shareholders and of the
Board of Directors in one or more books provided for that purpose; (ii) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (iii) be custodian of and responsible for authentication of
the corporate records, and be custodian of the seal of the corporation and see
that seal of the corporation is affixed to all documents the execution of which
on behalf of the corporation under its seal is duly authorized; (iv) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (v) sign, with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (vi) have
general charge of the stock transfer books of the corporation; and (vii) in
general perform all duties commonly incident to the office of secretary and such
other duties as from time to time may be assigned to him by the president or by
the Board of Directors.

(5) The Treasurer. The treasurer shall: (i) have charge and custody of and
be responsible for all funds and securities of the corporation; (ii) receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (iii) in general perform
all of the duties commonly incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the president or by the
Board of Directors. If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

(6) Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the Board of Directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
assistant secretaries and treasurers, in general,

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<PAGE>

shall perform such duties as shall be assigned to them by the secretary or the
treasurer, or by the president or the Board of Directors.

Section 6.3 Resignations. Any officer may resign at any time by
delivering written notice to the corporation. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date, in
which event the resignation shall become effective at such later time. Unless
otherwise specified in such notice, the acceptance of any such resignation shall
not be necessary to make it effective.

Section 6.4 Removal. The Board of Directors may remove any officer at any
time with or without cause.

Section 6.5 Contract Rights. An officer's removal does not affect the
officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the corporation's contracts, if any, with the
officer.

Section 6.6 Compensation. The compensation of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such compensation by reason of the fact that such officer is also a
director of the corporation.

Section 6.7 Standards of Conduct.

(1) An officer with discretionary authority shall discharge his duties
under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and

(2) In discharging his duties an officer is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the
officer reasonably believes to be reliable and competent in the matters
presented; or

(b) Legal counsel, public accountants, or other persons as to matters
the officer reasonably believes are within the person's professional or expert
competence.

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(3) An officer is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted by subsection (2)
of this Section unwarranted.

ARTICLE VII

SHARES OF STOCK AND OTHER SECURITIES

Section 7.1 Form and Execution of Certificates. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
Board of Directors. At a minimum each share certificate must state on its face:
(a) the name of the corporation and that it is organized under the law of the
state of Nevada; (b) the name of the person to whom the certificate is issued;
and (c) the number and class of shares and the designation of the series, if
any, the certificate represents. If the corporation is authorized to issue
different classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations determined for each
series, and the authority of the Board of Directors to determine variations for
future series, must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the corporation will furnish the shareholder this information on request in
writing and without charge. Share certificates shall be signed by the president
or a vice president and by the secretary or an assistant secretary and may be
sealed with the corporate seal or a facsimile thereof. The signatures of such
any officer upon a share certificate may be a facsimile. If the person who
signed, either manually or in facsimile, a share certificate no longer holds
office when the certificate is issued, the certificate is nevertheless valid.

Section 7.2 Lost Certificates. The corporation may issue a new share
certificate in place of any certificate theretofore issued by the corporation
alleged to have been lost, stolen, destroyed or mutilated; and the corporation
may require the owner of such lost, stolen destroyed or mutilated certificate,
or his legal representative, to give the corporation a bond sufficient to
indemnify it against any claim that may be made against the corporation on
account of the alleged loss, theft, destruction or mutilation of any such
certificate or the issuance of such new certificate.

Section 7.3 Transfers. Each share certificate shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled;
and, except as provided in Section 7.2 or as authorized by the Board of
Directors, no new certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and cancelled. Transfer of
record of shares of stock of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and (except as
provided in Section 7.2) on surrender for cancellation of a properly endorsed
certificate or certificates for a like number of shares.

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Section 7.4 Fixing Record Dates. In order that the corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock, or to demand a special
meeting, or to take any other action, the Board of Directors may fix a future
date as a record date. A record date may not be more than seventy (70) days
before the meeting or action requiring a determination of shareholders. A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting, unless
the Board of Directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than one hundred twenty (120) days after the date
fixed for the original meeting.

Section 7.5 Issuance, Transfer and Registration of Shares.

(1) The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property, including cash,
promissory notes, services performed or other securities of the corporation.

(2) Before the corporation issues shares, the Board of Directors must
determine that the consideration received or to be received for shares to be
issued is adequate.

(3) The corporation may place in escrow shares issued for a promissory
note, or make other arrangements to restrict the transfer of the shares, and may
credit distributions in respect of the shares against their purchase price,
until the note is paid. If the note is not paid, the shares escrowed or
restricted and the distributions credited may be canceled in whole or part.

(4) The Board of Directors may make such rules and regulations, not
inconsistent with law or with these Bylaws, as it may deem advisable concerning
the issuance, transfer and registration of certificates for shares of stock of
the corporation. The Board of Directors may appoint a transfer agent or
registrar of transfers, or both, and may require all certificates for shares of
the corporation to bear the signature of either or both.

Section 7.6 Registered Shareholders. The corporation shall be entitled to
recognize the exclusive right of a person duly registered in its books as the
owner of its shares to receive dividends and to vote as such owner, to receive
notice, and for all other purposes incident to ownership of such shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof, except as otherwise provided by Nevada
law.

ARTICLE VIII

EXECUTION OF CORPORATE INSTRUMENTS AND
VOTING OF SECURITIES OWNED BY THE CORPORATION

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Section 8.1 Execution of Corporate Instruments. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign the corporation's name on
behalf of the corporation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these Bylaws; and such
execution or signature shall be binding upon the corporation. Authorization
granted to any person hereunder may be general or confined to specific
instances.

Section 8.2 Loans. No loan shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by resolution of the Board of Directors. Such authorization may be
general or confined to specific instances.

Section 8.3 Deposits and Checks. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, securities brokerage firms or other
depositories as the Board of Directors may select. All checks and drafts drawn
on banks or other depositories on funds to the credit of the corporation or in
special accounts of the corporation shall be signed by such person or persons as
the Board of Directors shall authorize to do so. Such authorization may be
general or confined to specific instances.

Section 8.4 Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized to do so by
resolution of the Board of Directors, or, in the absence of such authorization,
by the president or any vice president.

ARTICLE IX

DIVIDENDS

Section 9.1 Declaration and Payment of Dividends. Dividends upon the
capital stock of the corporation, subject to restriction by the Articles of
Incorporation and the limitations in subsection 2 of NRS 78.288, may be declared
by the Board of Directors pursuant to law at any regular or special meeting.
Dividends may be paid by the corporation in cash, property or, subject to
restriction by the Articles of Incorporation and the NRS, in shares of its
stock.

ARTICLE X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 10.1 Scope of Indemnification. The corporation shall indemnify
and advance funds to or on behalf of the directors and officers of the
corporation to the fullest extent permitted by the NRS, as the same exists or
may hereafter be amended (but, in the case of any such

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amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than the NRS permitted the corporation to
provide prior to such amendment).

Section 10.2 Mandatory Indemnification of Directors. The corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.

Section 10.3 Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is a director or officer of the
corporation, or who, while a director or officer of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity, against liability asserted
against or incurred by him in that capacity or arising from his status as a
director or officer, whether or not the corporation would have power to
indemnify or advance expenses to him against such liability.

Section 10.4 Amendments. Any repeal or modification of this Article X
shall only be prospective and shall not affect the rights under this Article X
in effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any director or officer.

Section 10.5 Saving Clause. If this Article X of these Bylaws or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
and may nevertheless indemnify each officer to the full extent permitted by any
applicable portion of this Article X that shall not have been invalidated, or by
any other applicable law.

ARTICLE XI

NOTICES

Section 11.1 Methods of Notice. Any notice under the NRS or these Bylaws
must be in writing unless oral notice is reasonable under circumstances. Notice
by electronic transmission is written notice.

Section 11.2 Notice to Corporation. Written notice to the corporation may
be addressed to its registered agent at its registered office or to the
corporation or its secretary at its principal office shown in its most recent
annual report filed with the Nevada Secretary of State.

BYLAWS - 15
<PAGE>

ARTICLE XII

RECORDS AND REPORTS

Section 12.1 Corporate Records.

(1) The corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the corporation.

(2) The corporation shall maintain appropriate accounting records.

(3) The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.

Section 12.2 Inspection of Records by Shareholders. In addition to the
rights of a shareholder under Section 3.11 of these Bylaws:

(1) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, any of the
records of the corporation described in Section 12.1, if he gives the
corporation written notice of his demand at least five (5) business days before
the date on which he wishes to inspect and copy.

(2) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (3) of this Section and gives the
corporation written notice of his demand at least five (5) days before the date
on which he wishes to inspect and copy:

(a) Excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while acting in
place of the Board of Directors on behalf of the corporation, minutes of any
meeting of the shareholders, and records of action taken by the shareholders or
Board of Directors without a meeting, to the extent not subject to inspection
under Section 12.1;

(b) Accounting records of the corporation; and

(3) A shareholder may inspect and copy the records described in subsection
(2) of this Section only if:

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<PAGE>

(a) He has been a holder of record of shares or of voting trust
certificates for at least six (6) months immediately preceding his demand or
shall be the holder of record of, or the holder of record of voting trust
certificates for, at least five percent (5%) of all the outstanding shares of
the corporation;

(b) His demand is made in good faith and for a proper purpose;

(d) The records are directly connected with his purpose.

(4) For purposes of this Section, "shareholder" includes a beneficial owner
whose shares are held in a voting trust or by a nominee on his behalf.

Section 12.3 Financial Statements to Shareholders.

(1) The corporation upon written shareholder request shall furnish its
shareholders annual financial statements or, if annual financial statements are
not available, other appropriate accounting records, which may be consolidated
or combined statements of the corporation and one or more of its subsidiaries,
as appropriate, that include a balance sheet as of the end of the fiscal year,
an income statement for that year, and a statement of changes in shareholders'
equity for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the corporation on the
basis of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis.

(2) If any financial statements furnished pursuant to subsection (1) of
this Section are reported upon by a public accountant, his report must accompany
them. If not, the statements must be accompanied by a statement of the
president or the person responsible for the corporation's accounting records:

(a) Stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and, if not, describing
the basis of preparation; and

(b) Describing any respects in which the statements were not prepared
on a basis of accounting consistent with the statements prepared for the
preceding year.

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<PAGE>

ARTICLE XIII

GENERAL PROVISIONS

Section 13.1 Amendment by Board of Directors or Shareholders.

(1) The Board of Directors may amend or repeal these Bylaws unless:

(a) The Articles of Incorporation or the NRS reserve this power
exclusively to the shareholders in whole or part, or

(b) The shareholders in amending or repealing a particular Bylaw
provide expressly that the Board of Directors may not amend or repeal that
Bylaw.

(2) The shareholders may amend or repeal these Bylaws even though the
Bylaws may also be amended or repealed by the Board of Directors.

Section 13.2 Interpretation; Severability. These Bylaws may contain any
provision for managing the business and regulating the affairs of the
corporation that is not inconsistent with law or the Articles of Incorporation.
In the event any provision of these Bylaws is inconsistent with law or the
Articles of Incorporation, such law or Articles of Incorporation shall govern.
If any one or more of the provisions contained in these Bylaws, or any
application thereof, shall be invalid, illegal or unenforceable in any respect,
the validity, legality or enforceability of the remaining provisions contained
herein and any other application thereof shall not in any way be affected or
impaired thereby.

Section 13.3 Fiscal Year. The fiscal year of the corporation shall begin
on the 1st day of January and end on the 31st day of December in each year.

The foregoing Bylaws of NETIVATION, INC., a Nevada corporation, were
adopted by the Board of Directors of the corporation effective on the 24th day
of July, 1998.

/s/ Gary Paquin
_________________________________
Secretary

BYLAWS - 18

<PAGE>

EXHIBIT 3(ii).2

BYLAWS

NETIVATION.COM MERGER, INC.

(A DELAWARE CORPORATION)

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I - Offices......................................................1
Section 1. Registered Office......................................1
Section 2. Other Offices..........................................1

ARTICLE II - Corporate Seal..............................................1
Section 3. Corporate Seal.........................................1

ARTICLE III - Stockholders' Meetings.....................................1
Section 4. Place of Meetings......................................1
Section 5. Annual Meeting.........................................1
Section 6. Special Meetings.......................................3
Section 7. Notice of Meetings.....................................3
Section 8. Quorum.................................................3
Section 9. Adjournment and Notice of Adjourned Meetings...........4
Section 10. Voting Rights..........................................4
Section 11. Joint Owners of Stock..................................4
Section 12. List of Stockholders...................................5
Section 13. Action Without Meeting.................................5
Section 14. Organization...........................................6

ARTICLE IV - Directors...................................................6
Section 15. Number and Term of Office..............................6
Section 16. Powers.................................................6
Section 17. Term of Directors......................................7
Section 18. Vacancies..............................................7
Section 19. Resignation............................................7
Section 20. Removal................................................8
Section 21. Meetings...............................................8
(a) Annual Meetings........................................8
(b) Regular Meetings.......................................8
(c) Special Meetings.......................................8
(d) Telephone Meetings.....................................8
(e) Notice of Meetings.....................................8
(f) Waiver of Notice.......................................9
Section 22. Quorum and Voting......................................9
Section 23. Action Without Meeting.................................9
Section 24. Fees and Compensation..................................9

i
<PAGE>
Section 25. Committees............................................ 9
(a) Executive Committee................................... 9
(b) Other Committees......................................10
(c) Term..................................................10
(d) Meetings..............................................10
Section 26. Organization..........................................11

ARTICLE V - Officers....................................................11
Section 27. Officers Designated...................................11
Section 28. Tenure and Duties of Officers.........................11
(a) General...............................................11
(b) Duties of Chairman of the Board of Directors..........11
(c) Duties of President...................................12
(d) Duties of Vice Presidents.............................12
(e) Duties of Secretary...................................12
(f) Duties of Chief Financial Officer.....................12
Section 29. Delegation of Authority...............................13
Section 30. Resignations..........................................13
Section 31. Removal...............................................13

ARTICLE VI - Execution Of Corporate Instruments And Voting Of
Securities Owned By The Corporation.....................................13
Section 32. Execution of Corporate Instruments....................13
Section 33. Voting of Securities Owned by the Corporation.........13

ARTICLE VII - Shares Of Stock...........................................14
Section 34. Form and Execution of Certificates....................14
Section 35. Lost Certificates.....................................14
Section 36. Transfers.............................................15
Section 37. Fixing Record Dates...................................15
Section 38. Registered Stockholders...............................16

ARTICLE VIII - Other Securities Of The Corporation......................16
Section 39. Execution of Other Securities.........................16

ARTICLE IX - Dividends..................................................17
Section 40. Declaration of Dividends..............................17
Section 41. Dividend Reserve......................................17

ARTICLE X - Fiscal Year.................................................17
Section 42. Fiscal Year...........................................17

ii
<PAGE>

ARTICLE XI - Indemnification...............................................17
Section 43. Indemnification of Directors, Executive Officers,
Other Officers, Employees and Other Agents............................17
(a) Directors and Executive Officers.........................17
(b) Officers, Employees and Other Agents.....................18
(c) Expenses.................................................18
(d) Enforcement..............................................18
(e) Non-Exclusivity of Rights................................19
(f) Survival of Rights.......................................19
(g) Insurance................................................19
(h) Amendments...............................................19
(i) Saving Clause............................................20
(j) Certain Definitions......................................20

ARTICLE XII - Notices......................................................21
Section 44. Notices..................................................21
(a) Notice to Stockholders...................................21
(b) Notice to Directors......................................21
(c) Affidavit of Mailing.....................................21
(d) Time Notices Deemed Given................................21
(e) Methods of Notice........................................21
(f) Failure to Receive Notice................................21
(g) Notice to Person with Whom Communication Is Unlawful.....22
(h) Notice to Person with Undeliverable Address..............22

ARTICLE XIII - Amendments..................................................22
Section 45. Amendments...............................................22

ARTICLE XIV - [Intentionally Omitted]......................................22

ARTICLE XV - Loans To Officers.............................................23
Section 46. Loans to Officers........................................23

iii
<PAGE>

BYLAWS

NETIVATION MERGER, INC.
(A DELAWARE CORPORATION)

ARTICLE I

Offices

Section 1. Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle.

Section 2. Other Offices. The corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware, as the Board of Directors may from time to
time determine or the business of the corporation may require.

ARTICLE II

Corporate Seal

Section 3. Corporate Seal. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate Seal-
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

ARTICLE III

Stockholders' Meetings

Section 4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the principal office of the corporation required
to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

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<PAGE>

(b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholders' meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

(c) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.

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<PAGE>

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), or (iv) by the holders of shares entitled to cast not
less than twenty percent (20%) of the votes at the meeting, and shall be held at
such place, on such date, and at such time as the Board of Directors shall fix.

(b) If a special meeting is properly called by any person or persons
other than the Board of Directors, the request shall be in writing, specifying
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 of Directors, the Chief
Executive Officer, or the Secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine the time and place of such special meeting,
which shall be held not less than thirty-five (35) nor more than one hundred
twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Section 7 of these Bylaws. If the notice is
not given within sixty (60) days after the receipt of the request, the person or
persons properly requesting the meeting may set the time and place of the
meeting and give the notice. Nothing contained in this paragraph (b) 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 7. Notice of Meetings. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.

BYLAWS - 3
<PAGE>

at such meeting. The stockholders present at a duly called or convened 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. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of
the vote cast in all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Except as otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Where a separate vote by a class
or classes or series is required, except where otherwise provided by the statute
or by the Certificate of Incorporation or these Bylaws, a majority of the
outstanding shares of such class or classes or series, present in person or
represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and, except where otherwise provided by
statute or by the Certificate of Incorporation or these Bylaws, the affirmative
vote of the majority (plurality, in the case of the election of directors) of
the votes cast by the holders of shares of such class or classes or series shall
be the act of such class or classes or series.

Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes. When a meeting 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 the meeting at which the adjournment is taken. At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote or execute consents shall have the right to do so either
in person or by an agent or agents authorized by a proxy granted in accordance
with Delaware law. An agent so appointed need not be a stockholder. No proxy
shall be voted after three (3) years from its date of creation unless the proxy
provides for a longer period.

Section 11. Joint Owners of Stock. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1)

BYLAWS - 4

<PAGE>

votes, the act of the majority so voting binds all; (c) if more than one (1)
votes, but the vote is evenly split on any particular matter, each faction may
vote the securities in question proportionally, or may apply to the Delaware
Court of Chancery for relief as provided in the Delaware General Corporation
Law, Section 217(b). If the instrument filed with the Secretary shows that any
such tenancy is held in unequal interests, a majority or even-split for the
purpose of subsection (c) shall be a majority or even-split in interest.

Section 12. List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.

Section 13. Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation,
any action required by statute to be taken at any annual or special meeting of
the stockholders, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered to the corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take
action are delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the Delaware General Corporation Law if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written consent has been given in accordance with
Section 228 of the Delaware General Corporation Law.

BYLAWS - 5
<PAGE>

Section 14. Organization.

(a) At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

(b) The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

ARTICLE IV

Directors

Section 15. Number and Term of Office.

The authorized number of directors of the corporation shall be fixed by the
Board of Directors from time to time. Directors need not be stockholders unless
so required by the Certificate of Incorporation. If for any cause, the
directors shall not have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of the stockholders called
for that purpose in the manner provided in these Bylaws.

Section 16. Powers. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation.

Section 17. Term of Directors.

(a) Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, directors
shall be elected at each annual meeting

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<PAGE>

of stockholders for a term of one year. Each director shall serve until his
successor is duly elected and qualified or until his death, resignation or
removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

Section 18. Vacancies.

(a) Unless otherwise provided in the Certificate of Incorporation,
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other causes and any newly created directorships
resulting from any increase in the number of directors shall, unless the Board
of Directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, be filled only by the affirmative
vote of a majority of the directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
director for which the vacancy was created or occurred and until such director's
successor shall have been elected and qualified. A vacancy in the Board of
Directors shall be deemed to exist under this Bylaw in the case of the death,
removal or resignation of any director.

(b) If at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Delaware Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in offices as aforesaid, which election shall be governed by Section 211 of the
Delaware General Corporation Law.

Section 19. Resignation. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When
one or more directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each Director so chosen shall hold office for the unexpired
portion of the term of the Director whose place shall be vacated and until his
successor shall have been duly elected and qualified.

Section 20. Removal.

(a) Subject to any limitations imposed by applicable law, the
Board of Directors or any director may be removed from office at any time (i)
with cause by the affirmative vote of the holders of a majority of the voting
power of all then-outstanding shares of voting stock of the corporation entitled
to vote at an election of directors or (ii) without cause by the affirmative
vote

BYLAWS - 7
<PAGE>

of the holders of sixty-six and two-thirds percent (66-2/3%) of the voting power
of all then-outstanding shares of voting stock of the corporation, entitled to
vote at an election of directors.

Section 21. Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately before or after the annual meeting of stockholders and
at the place where such meeting is held. No notice of an annual meeting of the
Board of Directors shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

(b) Regular Meetings. Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of Directors may be
held at any time or date and at any place within or without the State of
Delaware which has been designated by the Board of Directors and publicized
among all directors. No formal notice shall be required for a regular meeting of
the Board of Directors.

(c) Special Meetings. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the Chairman of the Board, the President or any two of the directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
including a voice messaging system or other system or technology designed to
record and communicate messages, facsimile, telegraph or telex, or by electronic
mail or other electronic means, during normal business hours, at least twenty-
four (24) hours before the date and time of the meeting, or sent in writing to
each director by first class mail, postage prepaid, at least three (3) days
before the date of the meeting. Notice of any meeting may be waived in writing
at any time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the directors not present shall sign a written
waiver of notice.

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All such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 22. Quorum and Voting.

(a) Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 43 hereof, for which a quorum shall be one-third of the exact number of
directors fixed from time to time, a quorum of the Board of Directors shall
consist of a majority of the exact number of directors fixed from time to time
by the Board of Directors in accordance with the Certificate of Incorporation;
provided, however, at any meeting, whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Certificate of Incorporation or these Bylaws.

Section 23. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

Section 24. Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may appoint an
Executive Committee to consist of one (1) or more members of the Board of
Directors. The Executive Committee, to the extent permitted by law and provided
in the resolution of the Board of Directors shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval,
or (ii) adopting, amending or repealing any bylaw of the corporation.

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(b) Other Committees. The Board of Directors may, from time to
time, appoint such other committees as may be permitted by law. Such other
committees appointed by the Board of Directors shall consist of one (1) or more
members of the Board of Directors and shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall any such committee have the powers denied to
the Executive Committee in these Bylaws.

(c) Term. Each member of a committee of the Board of Directors
shall serve a term on the committee coexistent with such member's term on the
Board of Directors. The Board of Directors, subject to any requirements of any
outstanding series of Preferred Stock, the provisions of subsections (a) or (b)
of this Bylaw may at any time increase or decrease the number of members of a
committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.

Section 26. Organization. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, (if a director) or, in the absence of any such person, a

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chairman of the meeting chosen by a majority of the directors present, shall
preside over the meeting. The Secretary, or in his absence, any Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

ARTICLE V

Officers

Section 27. Officers Designated. The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the
Controller, all of whom shall be elected at the annual organizational meeting of
the Board of Directors. The Board of Directors may also appoint one or more
Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such
other officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. Any one person may hold any
number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the
officers of the corporation shall be fixed by or in the manner designated by the
Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of
the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 28.

(c) Duties of President. The President shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
Unless some other officer has been elected Chief Executive Officer of the
corporation, 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 perform

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<PAGE>

other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors shall designate from
time to time.

(d) Duties of Vice Presidents. The Vice Presidents may assume and
perform the duties of the President in the absence or disability of the
President or whenever the office of President is vacant. The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings
of the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept the books of account of the corporation in a
thorough and proper manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by the Board of
Directors or the President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer, and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.

Section 29. Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.

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<PAGE>

specified in such notice, the acceptance of any such resignation shall not be
necessary to make it effective. Any resignation shall be without prejudice to
the rights, if any, of the corporation under any contract with the resigning
officer.

Section 31. Removal. Any officer may be removed from office at any time,
either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

Execution Of Corporate Instruments And Voting
Of Securities Owned By The Corporation

Section 32. Execution of Corporate Instruments. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

Section 33. Voting of Securities Owned by the Corporation . All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

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ARTICLE VII

Shares Of Stock

Section 34. Form and Execution of Certificates. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation. Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the powers,
designations, preferences, and rights, and the limitations or restrictions of
the shares authorized to be issued or shall, except as otherwise required by
law, set forth on the face or back a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Within a reasonable time after
the issuance or transfer of uncertificated stock, the corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to this section or
otherwise required by law or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be
identical.

Section 35. Lost Certificates. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to agree to indemnify the corporation in such manner as it shall
require or to give the corporation a surety bond in such form and amount as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.

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<PAGE>

Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the Delaware General Corporation Law.

Section 37. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall, subject to applicable law, not be more than sixty (60) nor less than ten
(10) days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining 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 notice is given, or if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date

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has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

(c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

Section 38. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

Other Securities Of The Corporation

Section 39. Execution of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an
indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or

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whose facsimile signature shall have been used thereon had not ceased to be such
officer of the corporation.

ARTICLE IX

Dividends

Section 40. Declaration of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, may be declared by the Board of
Directors pursuant to law at any regular or special meeting. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation and applicable law.

Section 41. Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

Fiscal Year

Section 42. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

ARTICLE XI

Indemnification

Section 43. Indemnification of Directors, Executive Officers, Other
Officers, Employees and Other Agents.

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proceeding was authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the Delaware General
Corporation Law or any other applicable law or (iv) such indemnification is
required to be made under subsection (d).

(b) Officers, Employees and Other Agents. The corporation shall
have power to indemnify its officers, employees and other agents as set forth in
the Delaware General Corporation Law or any other applicable law. The Board of
Directors shall have the power to delegate the determination of whether
indemnification shall be given to any such person except executive officers to
such officers or other persons as the Board of Directors shall determine.

(c) Expenses. The corporation shall advance to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or executive
officer of the corporation, or is or was serving at the request of the
corporation as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph
(e) of this Bylaw, no advance shall be made by the corporation to an executive
officer of the corporation (except by reason of the fact that such executive
officer is or was a director of the corporation, in which event this paragraph
shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation.

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<PAGE>

connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under the Delaware General
Corporation Law or any other applicable law for the corporation to indemnify the
claimant for the amount claimed. In connection with any claim by an executive
officer of the corporation (except in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such executive officer is or was a director of the corporation) for advances,
the corporation shall be entitled to raise a defense as to any such action clear
and convincing evidence that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law or any other
applicable law, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that claimant has not met the applicable
standard of conduct.

(e) Non-Exclusivity of Rights. The rights conferred on any person
by this Bylaw shall not be exclusive of any other right which such person may
have or hereafter acquire under any applicable statute, provision of the
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law or any other applicable law.

(f) Survival of Rights. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the Delaware
General Corporation Law, the corporation or any other applicable law, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the corporation.

BYLAWS - 19
<PAGE>

(i) Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law. If this
Section 43 shall be invalid due to the application of the indemnification
provisions of another jurisdiction, then the corporation shall indemnify each
director and executive officer to the full extent under applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the
following definitions shall apply:

(1) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

(2) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

(3) The term the "corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

(4) References to a "director," "executive officer," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be

BYLAWS - 20
<PAGE>

deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Bylaw.

ARTICLE XII

Notices

Section 44. Notices.

(a) Notice to Stockholders. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.

(b) Notice to Directors. Any notice required to be given to any
director may be given by the method stated in subsection (a), or by overnight
delivery service, facsimile, telex or telegram, except that such notice other
than one which is delivered personally shall be sent to such address as such
director shall have filed in writing with the Secretary, or, in the absence of
such filing, to the last known post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

(d) Time Notices Deemed Given. All notices given by mail or by
overnight delivery service, as above provided, shall be deemed to have been
given as at the time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending time recorded at
time of transmission.

(e) Methods of Notice. It shall not be necessary that the same
method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

(f) Failure to Receive Notice. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to receive such
notice.

BYLAWS - 21
<PAGE>

(g) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

(h) Notice to Person with Undeliverable Address. Whenever notice
is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.

ARTICLE XIII

Amendments

Section 45. Amendments. Subject to paragraph (h) of Section 43 of the
Bylaws, these Bylaws may be amended or repealed and new Bylaws adopted by the
stockholders entitled to vote. The Board of Directors shall also have the
power, if such power is conferred upon the Board of Directors by the Certificate
of Incorporation, to adopt, amend, or repeal Bylaws (including, without
limitation, the amendment of any Bylaw setting forth the number of Directors who
shall constitute the whole Board of Directors).

ARTICLE XIV - [Intentionally Omitted]

BYLAWS - 22
<PAGE>

ARTICLE XV

Loans To Officers

Section 46. Loans to Officers. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing in these Bylaws shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.

BYLAWS - 23

<PAGE>
EXHIBIT 3(ii).3

RESTATED

BYLAWS

NETIVATION.COM, INC.

(A DELAWARE CORPORATION)
<PAGE>

i
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I - Offices...................................................................1
Section 1. Registered Office...................................................1
Section 2. Other Offices.......................................................1

ARTICLE II - Corporate Seal...........................................................1
Section 3. Corporate Seal......................................................1

ARTICLE III - Stockholders' Meetings..................................................1
Section 4. Place Of Meetings...................................................1
Section 5. Annual Meetings.....................................................2
Section 6. Special Meetings....................................................4
Section 7. Notice Of Meetings..................................................5
Section 8. Quorum..............................................................5
Section 9. Adjournment And Notice Of Adjourned Meetings........................6
Section 10. Voting Rights.......................................................6
Section 11. Joint Owners Of Stock...............................................6
Section 12. List Of Stockholders................................................7
Section 13. Action Without Meeting..............................................7
Section 14. Organization........................................................8

ARTICLE IV - Directors................................................................8
Section 15. Number And Term Of Office...........................................8
Section 16. Powers..............................................................9
Section 17. Classes of Directors................................................9
Section 18. Vacancies...........................................................9
Section 19. Resignation.........................................................10
Section 20. Removal.............................................................10
Section 21. Meetings............................................................10
Section 22. Quorum And Voting...................................................11
Section 23. Action Without Meeting..............................................12
Section 24. Fees And Compensation...............................................12
Section 25. Committees..........................................................12
Section 26. Organization........................................................13

ARTICLE V - Officers..................................................................14
Section 27. Officers Designated.................................................14
Section 28. Tenure And Duties Of Officers.......................................14
Section 29. Delegation Of Authority.............................................15
Section 30. Resignations........................................................15
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Section 31. Removal................................................16

ARTICLE VI - Execution Of Corporate Instruments And Voting Of
Securities Owned By The Corporation.................................16
Section 32. Execution Of Corporate Instruments.....................16
Section 33. Voting Of Securities Owned By The Corporation..........16

ARTICLE VII - Shares Of Stock............................................17
Section 34. Form And Execution Of Certificates.....................17
Section 35. Lost Certificates......................................17
Section 36. Transfers..............................................18
Section 37. Fixing Record Dates....................................18
Section 38. Registered Stockholders................................19

ARTICLE VIII - Other Securities Of The Corporation.......................19
Section 39. Execution Of Other Securities..........................19

ARTICLE IX - Dividends...................................................20
Section 40. Declaration Of Dividends...............................20
Section 41. Dividend Reserve.......................................20

ARTICLE X - Fiscal Year..................................................20
Section 42. Fiscal Year............................................20

ARTICLE XI - Indemnification.............................................20
Section 43. Indemnification Of Directors, Executive Officers,
Other Officers, Employees And Other Agents.............20

ARTICLE XII - Notices....................................................24
Section 44. Notices................................................24

ARTICLE XIII - Amendments...............................................26
Section 45. Amendments.............................................26

ARTICLE XIV - Loans To Officers..........................................26
Section 46. Loans To Officers......................................26
</TABLE>
<PAGE>
1

RESTATED

BYLAWS

NETIVATION.COM, INC.

(A DELAWARE CORPORATION)

ARTICLE I

Offices

Section 1. Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle.

Section 2. Other Offices. The corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.

ARTICLE II

Corporate Seal

ARTICLE III

Stockholders' Meetings

Section 4. Place Of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.

<PAGE>
2
Section 5. Annual Meetings.

(a) The annual meeting of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders: (i) pursuant to the corporation's notice of meeting of
stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by
any stockholder of the corporation who was a stockholder of record at the time
of giving of notice provided for in the following paragraph, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in
Section 5.

(b) At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, (i) the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation, (ii) such other business must be a proper matter for
stockholder action under the General Corporation Law of Delaware, (iii) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the corporation with a Solicitation Notice (as
defined in this Section 5(b)), such stockholder or beneficial owner must, in the
case of a proposal, have delivered a proxy statement and form of proxy to
holders of at least the percentage of the corporation's voting shares required
under applicable law to carry any such proposal, or, in the case of a nomination
or nominations, have delivered a proxy statement and form of proxy to holders of
a percentage of the corporation's voting shares reasonably believed by such
stockholder or beneficial owner to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice, and (iv) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this Section 5. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced more than thirty (30) days prior to or
delayed by more than thirty (30) days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's
<PAGE>
3
notice shall set forth: (A) as to each person whom the stockholder proposed to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (B) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (C) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the
case of the proposal, at least the percentage of the corporation's voting shares
required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

(c) Notwithstanding anything in the second sentence of Section 5(b) of
these Bylaws to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least one
hundred (100) days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 5 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the corporation.

(d) Only such persons who are nominated in accordance with the procedures
set forth in this Section 5 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 5. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance with these Bylaws, to
declare that such defective proposal or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded.
<PAGE>
4
(e) Notwithstanding the foregoing provisions of this Section 5, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Nothing in these Bylaws shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the corporation proxy statement pursuant to
Rule 14a-8 under the 1934 Act.

(f) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii)
the Chief Executive Officer, or (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption), and shall be held at such place, on such date, and at such time as
the Board of Directors, shall fix.

(b) If a special meeting is properly called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying 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 of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be transacted at
such special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon determination of
the time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance with the
provisions of Section 7 of these Bylaws. If the notice is not given within one
hundred (100) days after the receipt of the request, the person or persons
properly requesting the meeting may set the time and place of the meeting and
give the notice. Nothing contained in this paragraph (b) 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.

(c) Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the corporation's notice of meeting (i) by or at the direction of
the Board of Directors or (ii) by any stockholder of the corporation who is a
stockholder of record at the time of giving notice provided for in these Bylaws
who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 6(c). In the event the corporation calls a
special
<PAGE>
5

meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by Section
5(b) of these Bylaws shall be delivered to the Secretary at the principal
executive offices of the corporation not earlier than the close of business on
the one hundred twentieth (120th) day prior to such special meeting and not
later than the close of business on the later of the ninetieth (90th) day prior
to such meeting or the tenth (10th) day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

Section 7. Notice Of Meetings. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by
these Bylaws, the presence, in person or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In the absence of a
quorum, any meeting of stockholders may be adjourned, from time to time, either
by the chairman of the meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be transacted at such
meeting. The stockholders present at a duly called or convened 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. Except as otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Except as otherwise provided by statute,
the Certificate of Incorporation or these Bylaws, directors shall be elected by
a plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. Where a
separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the Certificate of Incorporation or
these Bylaws, a majority of the outstanding shares of such class or classes or
series, present in person or
<PAGE>
6

represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and, except where otherwise provided by the
statute or by the Certificate of Incorporation or these Bylaws, the affirmative
vote of the majority (plurality, in the case of the election of directors) of
the votes cast by the holders of shares of such class or classes or series shall
be the act of such class or classes or series.

Section 9. Adjournment And Notice Of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes. When a meeting 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 the meeting at which the adjournment is taken. At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy granted in accordance with Delaware law.
An agent so appointed need not be a stockholder. No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.

Section 11. Joint Owners Of Stock. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the Delaware General Corporation Law, Section 217(b). If
the instrument filed with the Secretary shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of subsection (c)
shall be a majority or even-split in interest.

Section 12. List Of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
<PAGE>
7

examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.

Section 13. Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation, any
action required by statute to be taken at any annual or special meeting of the
stockholders, or any action which may be taken at any annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.

(d) Notwithstanding the foregoing, no such action by written consent
may be taken following the closing of the initial public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "1933 Act"), covering the offer and sale of Common Stock of the corporation
(the "Initial Public Offering").

Section 14. Organization.
<PAGE>
8

(b) The Board of Directors of the corporation shall be entitled to make
such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

ARTICLE IV

Directors

Section 15. Number And Term Of Office. The authorized number of directors
of the corporation shall be fixed in accordance with the Certificate of
Incorporation. Directors need not be stockholders unless so required by the
Certificate of Incorporation. If for any cause, the directors shall not have
been elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these Bylaws.

Section 17. Classes of Directors. Subject to the rights of the holders
of any series of Preferred Stock to elect additional directors under specified
circumstances, following the closing of the Initial Public Offering, the
directors shall be divided into three classes designated as Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors.
At the first annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class I
<PAGE>
9

directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class II directors
shall expire and Class II directors shall be elected for a full term of three
years. At the third annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected
for a full term of three years to succeed the directors of the class whose terms
expire at such annual meeting.

Notwithstanding the foregoing provisions of this section, each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

Section 18. Vacancies.

(a) Unless otherwise provided in the Certificate of Incorporation, any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other causes and any newly created directorships
resulting from any increase in the number of directors shall, unless the Board
of Directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, except as otherwise provided by
law, be filled only by the affirmative vote of a majority of the directors then
in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the director for which the vacancy was created
or occurred and until such director's successor shall have been elected and
qualified. A vacancy in the Board of Directors shall be deemed to exist under
this Bylaw in the case of the death, removal or resignation of any director.

to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each Director so chosen
shall hold office for the unexpired portion of the term of the Director whose
place shall be vacated and until his successor shall have been duly elected and
qualified.

Section 20. Removal.

(a) Neither the Board of Directors nor any individual director may be
removed without cause.

(b) Subject to any limitation imposed by law, any individual director or
directors may be removed with cause by the affirmative vote of a majority of the
voting power of the corporation entitled to vote at an election of directors.

Section 21. Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be
held immediately before or after the annual meeting of stockholders and at the
place where such meeting is held. No notice of an annual meeting of the Board
of Directors shall be necessary and such meeting shall be held for the purpose
of electing officers and transacting such other business as may lawfully come
before it.

(b) Regular Meetings. Unless otherwise restricted by the Certificate of
Incorporation, regular meetings of the Board of Directors may be held at any
time or date and at any place within or without the State of Delaware which has
been designated by the Board of Directors and publicized among all directors.
No formal notice shall be required for regular meetings of the Board of
Directors.

(c) Special Meetings. Unless otherwise restricted by the Certificate of
Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board, the President or any two of the directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

director by first class mail, charges prepaid, at least three (3) days before
the date of the meeting. Notice of any meeting may be waived in writing at any
time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of
the Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.

Section 22. Quorum And Voting.

(a) Unless the Certificate of Incorporation requires a greater number and
except with respect to indemnification questions arising under Section 43
hereof, for which a quorum shall be one-third of the exact number of directors
fixed from time to time in accordance with the Certificate of Incorporation, a
quorum of the Board of Directors shall consist of a majority of the exact number
of directors fixed from time to time by the Board of Directors in accordance
with the Certificate of Incorporation; provided, however, at any meeting whether
a quorum be present or otherwise, a majority of the directors present may
adjourn from time to time until the time fixed for the next regular meeting of
the Board of Directors, without notice other than by announcement at the
meeting.

(b) At each meeting of the Board of Directors at which a quorum is present,
all questions and business shall be determined by the affirmative vote of a
majority of the directors present, unless a different vote be required by law,
the Certificate of Incorporation or these Bylaws.

Section 24. Fees And Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed
<PAGE>
12

to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and provided in the
resolution of the Board of Directors shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to (i) approving or adopting, or recommending to
the stockholders, any action or matter expressly required by the Delaware
General Corporation Law to be submitted to stockholders for approval, or (ii)
adopting, amending or repealing any bylaw of the corporation.

(b) Other Committees. The Board of Directors may, from time to time,
appoint such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors and shall have such powers and perform such duties as may
be prescribed by the resolution or resolutions creating such committees, but in
no event shall any such committee have the powers denied to the Executive
Committee in these Bylaws.

(c) Term. Each member of a committee of the Board of Directors shall serve
a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to any requirements of any
outstanding series of preferred Stock and the provisions of subsections (a) or
(b) of this Bylaw, may at any time increase or decrease the number of members of
a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

by any such committee, and when notice thereof has been given to each member of
such committee, no further notice of such regular meetings need be given
thereafter. Special meetings of any such committee may be held at any place
which has been determined from time to time by such committee, and may be called
by any director who is a member of such committee, upon written notice to the
members of such committee of the time and place of such special meeting given in
the manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at any
time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends such special meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be
the act of such committee.

Section 26. Organization. At every meeting of the directors, the Chairman
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President (if a director), or if the President is absent, the most
senior Vice President (if a director), or, in the absence of any such person, a
chairman of the meeting chosen by a majority of the directors present, shall
preside over the meeting. The Secretary, or in his absence, any Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

ARTICLE V

Officers

Section 28. Tenure And Duties Of Officers.

time by the Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of the Board
of Directors, when present, shall preside at all meetings of the stockholders
and the Board of Directors. The Chairman of the Board of Directors shall perform
other duties commonly incident to his office and shall also perform such other
duties and have such other powers, as the Board of Directors shall designate
from time to time. If there is no President, then the Chairman of the Board of
Directors shall also serve as the Chief Executive Officer of the corporation and
shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c) Duties of President. The President shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman
of the Board of Directors has been appointed and is present. Unless some other
officer has been elected Chief Executive Officer of the corporation, 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 perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers, as the Board of
Directors shall designate from time to time.

(d) Duties of Vice Presidents. The Vice Presidents may assume and perform
the duties of the President in the absence or disability of the President or
whenever the office of President is vacant. The Vice Presidents shall perform
other duties commonly incident to their office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers, as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.

corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer, and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.

Section 29. Delegation Of Authority. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.

Section 30. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

ARTICLE VI

Execution Of Corporate Instruments And Voting Of
Securities Owned By The Corporation

Section 32. Execution Of Corporate Instruments. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

Section 33. Voting Of Securities Owned By The Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

ARTICLE VII

Shares Of Stock

Section 34. Form And Execution Of Certificates. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation. Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the powers,
designations, preferences, and rights, and the limitations or restrictions of
the shares authorized to be issued or shall, except as otherwise required by
law, set forth on the face or back a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Within a reasonable time after
the issuance or transfer of uncertificated stock, the corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to this section or
otherwise required by law or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be
identical.

<PAGE>
17

Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.

Section 37. Fixing Record Dates.

(b) Prior to the Initial Public Offering, in order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any stockholder of
record seeking to have the
<PAGE>
18

stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a record
date. The Board of Directors shall promptly, but in all events within ten (10)
days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request is received,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the State
of Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty (60) days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VIII

Other Securities Of The Corporation

Section 39. Execution Of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an
<PAGE>
19

Assistant Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature, or
where permissible facsimile signature, of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

ARTICLE IX

Dividends

Section 40. Declaration Of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, may be declared by the Board of
Directors pursuant to law at any regular or special meeting. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation and applicable law.

ARTICLE X

Fiscal Year

Section 42. Fiscal Year . The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
<PAGE>
20

ARTICLE XI

Indemnification

Section 43. Indemnification Of Directors, Executive Officers, Other
Officers, Employees And Other Agents.

(a) Directors and Executive Officers. The corporation shall indemnify its
directors and executive officers (for the purposes of this Article XI,
"executive officers" shall have the meaning defined in Rule 3b-7 promulgated
under the 1934 Act) to the fullest extent not prohibited by the Delaware General
Corporation Law or any other applicable law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and executive officers; and, provided, further,
that the corporation shall not be required to indemnify any director or
executive officer in connection with any proceeding (or part thereof) initiated
by such person unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the corporation, in its
sole discretion, pursuant to the powers vested in the corporation under the
Delaware General Corporation Law or any other applicable law or (iv) such
indemnification is required to be made under subsection (d).

(b) Other Officers, Employees and Other Agents. The corporation shall have
power to indemnify its other officers, employees and other agents as set forth
in the Delaware General Corporation Law or any other applicable law. The Board
of Directors shall have the power to delegate the determination of whether
indemnification shall be given to any such person except executive officers to
such officers or other persons as the Board of Directors shall determine.

(c) Expenses. The corporation shall advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or executive
officer, of the corporation, or is or was serving at the request of the
corporation as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

whether civil, criminal, administrative or investigative, if a determination is
reasonably and promptly made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the proceeding, or (ii)
if such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

(d) Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law or any other applicable law for the corporation
to indemnify the claimant for the amount claimed. In connection with any claim
by an executive officer of the corporation (except in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such executive officer is or was a director of the corporation)
for advances, the corporation shall be entitled to raise a defense as to any
such action clear and convincing evidence that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or with respect to any criminal action or
proceeding that such person acted without reasonable cause to believe that his
conduct was lawful. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law or any
other applicable law, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that claimant has not met the applicable
standard of conduct. In any suit brought by a director or executive officer to
enforce a right to indemnification or to an advancement of expenses hereunder,
the burden of proving that the director or executive officer is not entitled to
be indemnified, or to such advancement of expenses, under this Article XI or
otherwise shall be on the corporation.

vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office. The corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent not prohibited by
the Delaware General Corporation Law, or by any other applicable law.

(f) Survival of Rights. The rights conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer, employee
or other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(g) Insurance. To the fullest extent permitted by the Delaware General
Corporation Law or any other applicable law, the corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any person required
or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law. If this Section
43 shall be invalid due to the application of the indemnification provisions of
another jurisdiction, then the corporation shall indemnify each director and
executive officer to the full to the full extent under any other applicable
law.

(j) Certain Definitions. For the purposes of this Bylaw, the following
definitions shall apply:

(1) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement, arbitration and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

(2) The term "expenses" shall be broadly construed and shall include,
without limitation, court costs, attorneys' fees, witness fees, fines, amounts
paid in settlement or judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.

(3) The term the "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent)
<PAGE>
23

absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this Bylaw
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.

(5) References to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Bylaw.

ARTICLE XII

Notices

Section 44. Notices.

(a) Notice To Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

(b) Notice To Directors. Any notice required to be given to any director
may be given by the method stated in subsection (a), or by overnight delivery
service, facsimile, telex or telegram, except that such notice other than one
which is delivered personally shall be sent to such address as such director
shall have filed in writing with the Secretary, or, in the absence of such
filing, to the last known post office address of such director.
<PAGE>
24

(c) Affidavit Of Mailing. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

(d) Time Notices Deemed Given. All notices given by mail or by overnight
delivery service, as above provided, shall be deemed to have been given as at
the time of mailing, and all notices given by facsimile, telex or telegram shall
be deemed to have been given as of the sending time recorded at time of
transmission.

(e) Methods of Notice. It shall not be necessary that the same method of
giving notice be employed in respect of all directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

(f) Failure To Receive Notice. The period or limitation of time within
which any stockholder may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any director may exercise any
power or right, or enjoy any privilege, pursuant to any notice sent him in the
manner above provided, shall not be affected or extended in any manner by the
failure of such stockholder or such director to receive such notice.

(g) Notice To Person With Whom Communication Is Unlawful. Whenever notice
is required to be given, under any provision of law or of the Certificate of
Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action
or meeting which shall be taken or held without notice to any such person with
whom communication is unlawful shall have the same force and effect as if such
notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

(h) Notice To Person With Undeliverable Address. Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person
<PAGE>
25

shall not be required. Any action or meeting which shall be taken or held
without notice to such person shall have the same force and effect as if such
notice had been duly given. If any such person shall deliver to the corporation
a written notice setting forth his then current address, the requirement that
notice be given to such person shall be reinstated. In the event that the action
taken by the corporation is such as to require the filing of a certificate under
any provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.

ARTICLE XIII

Amendments

Section 45. Amendments. Subject to paragraph (h) of Section 43 of the
Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of all of the then-outstanding shares of the voting stock of the
corporation entitled to vote. The Board of Directors shall also have the power
to adopt, amend, or repeal Bylaws.

ARTICLE XIV

Loans To Officers

Section 46. Loans To Officers. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing in these Bylaws shall be deemed
to deny, limit or restrict the powers of guaranty or warranty.

<PAGE>
EXHIBIT 4.3

THE REPRESENTATIVE'S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
"REPRESENTATIVE'S WARRANTS") AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
(THE "WARRANT SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND WITH THE SECURITIES ADMINISTRATORS OF CERTAIN STATES
UNDER THE SECURITIES ("BLUE SKY") LAWS OF SUCH STATES. HOWEVER, NEITHER THE
REPRESENTATIVE'S WARRANTS NOR SUCH WARRANT SHARES MAY BE SOLD, TRANSFERRED,
PLEDGED, OR HYPOTHECATED EXCEPT PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO
SUCH REGISTRATION STATEMENT, (ii) A SEPARATE REGISTRATION STATEMENT UNDER SUCH
ACT, OR (iii) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND UNDER THE
APPLICABLE BLUE SKY LAWS.

THIS REPRESENTATIVE'S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS REPRESENTATIVE'S WARRANT, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVE'S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.

NETIVATION.COM, INC.

REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF COMMON STOCK

No. UW-001 225,000 Representative's Warrants

This Certifies that, for receipt in hand of $___ and other value received,
EBI Securities Corporation (the "Holder"), is entitled to subscribe for and
purchase from Netivation.com, Inc., a Delaware corporation (the "Company"), upon
the terms and conditions set forth herein, at any time, or from time to time,
after _________, 1999, and before 5:00 p.m. Mountain time on __________, 2004
(the "Exercise Period"), ___________ shares of Common Stock (the "Warrant
Shares"), at a price of $_________ per Warrant Share (the "Exercise Price"), or
120% of the offering price of Common Stock to be sold by the Company in a public
offering (the "Public Offering") at or prior to the date hereof.

The term the "Holder" as used herein shall include any transferee to whom
this Representative's Warrant has been transferred in accordance with the above.
As used herein the term "this Representative's Warrant" shall mean and include
this Representative's Warrant and any Representative's Warrant or
Representative's Warrants hereafter issued as a consequence of the exercise or
transfer of this Representative's Warrant in whole or in part, and the term
"Common Stock" shall mean and include the Company's Common Stock with ordinary
voting power, which class at the date hereof is publicly traded.

This Warrant is being issued to the representatives of the underwriters to
purchase an aggregate of 225,000 shares of the Company's Common Stock
(collectively, the "IPO

1.
<PAGE>

Warrants") in connection with the Company's underwritten initial public offering
of securities pursuant to a Registration Statement on Form SB-2 filed with, and
declared effective on ______________, 1999 (the "Registration Statement") by,
the Securities and Exchange Commission (the "IPO"). Nothing in this Warrant
shall obligate the Company to maintain the Registration Statement effective for
any period of time or to undertake any actions in order to obtain effectiveness
of such Registration Statement.

1. This Representative's Warrant may not be sold, transferred, assigned,
pledged or hypothecated until ________, 2000 (12 months from the Effective Date
of the Registration Statement on which it is initially registered) except that
it may be transferred, in whole or in part, (i) to one or more officers,
employees or partners of the Holder (or the officers or partners of any such
partner); (ii) to a member of the underwriting syndicate and/or its officers,
employees or partners; (iii) by reason of reorganization of the Company; or (iv)
by operation of law. After ____________, 2000, this Representative's Warrant
may be sold, transferred, assigned or hypothecated in accordance with applicable
law.

(a) This Representative's Warrant may be exercised during the Exercise
Period as to the whole or any lesser number of Warrant Shares, by the surrender
of this Representative's Warrant (with the election attached hereto duly
executed) to the Company at its office at 7950 Meadowlark Way, Coeur d'Alene,
Idaho 83815, or such other place as is designated in writing by the Company,
together with a certified or bank cashier's check payable to the order of the
Company in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Representative's Warrant is being exercised.

(b) Upon written request of the Holder, and in lieu of payment for the
Warrant Shares by check in accordance with paragraph 2(a) hereof, the Holder may
exercise the Representative's Warrant (or any portion thereof) for and receive
the number of Warrant Shares equal to a fraction, the numerator of which equals
(i) the amount by which the Current Market Price of the Common Stock for the ten
(10) trading days preceding the date of exercise exceeds the Exercise Price per
Share, multiplied by (ii) the number of Warrant Shares to be purchased; the
denominator of which equals the Current Market Price.

(c) For the purposes of any computation under this Representative's
Warrant, the "Current Market Price" at any date shall be the closing price of
the Common Stock on the business day next preceding the event requiring an
adjustment hereunder. If the principal trading market for such securities is an
exchange, the closing price shall be the reported last sale price on such
exchange on such day provided if trading of such Common Stock is listed on any
consolidated tape, the closing price shall be the reported last sale price set
forth on such consolidated tape. If the principal trading market for such
securities is the over-the-counter market, the closing price shall be the last
reported sale price on such date as set forth by The Nasdaq Stock Market, Inc.,
or, if the security is not quoted on such market, the average closing bid and
asked prices as set forth in the National Quotation Bureau pink sheet or the
Electronic Bulletin Board System for such day. Notwithstanding the foregoing,
if there is no reported last sale price or average closing bid and asked prices,
as the case may be, on a date prior to the event requiring an adjustment
hereunder, then the current market price shall be determined as of the

2.
<PAGE>

latest date prior to such day for which such last sale price or average closing
bid and asked price is available.

2. Upon each exercise of this Representative's Warrant, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Representative's Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Representative's Warrant should be exercised in part only, the Company shall,
upon surrender of this Representative's Warrant for cancellation, execute and
deliver a new Representative's Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to
purchase hereunder.

3. The Representative's Warrants shall be registered in a Representative's
Warrant Register as they are issued. The Company shall be entitled to treat the
registered holder of any Representative's Warrant on the Representative's
Warrant Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such
Representative's Warrant on the part of any other person. The Representative's
Warrants shall be transferable only on the books of the Company upon delivery
thereof duly endorsed by the Holder or by his duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Representative's Warrant or
Representative's Warrants to the person entitled thereto. The Representative's
Warrants may be exchanged, at the option of the Holder thereof, for another
Representative's Warrant, or other Representative's Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof) upon surrender to
the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Representative's Warrants to be
transferred on its books to any person if, in the opinion of counsel to the
Company, such transfer does not comply with the provisions of the Securities Act
of 1933, as amended (the "Act"), or applicable state blue sky laws and the rules
and regulations thereunder.

4. The Company shall, during the Exercise Period, reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of
providing for the exercise of this Representative's Warrant, such number of
shares of Common Stock as shall, from time to time, be sufficient therefor. The
Company covenants that all Warrant Shares issuable upon exercise of this
Representative's Warrant shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

(a) In case the Company shall sell or issue hereafter either its Common
Stock or any rights, options, warrants or obligations or securities containing
the right to subscribe for or purchase any Common Stock ("Options") or
exchangeable for or convertible into Common Stock

3.
<PAGE>

("Convertible Securities"), at a price per share, as determined pursuant to
paragraph (b) of this section, less than the Exercise Price then in effect on
the date of such sale or issuance, then the number of Warrant Shares thereafter
purchasable upon exercise of this Representative's Warrant shall be determined
by multiplying the number of Warrant Shares theretofore purchasable upon
exercise of this Representative's Warrant by a fraction, (i) the numerator of
which shall be the number of shares of Common Stock outstanding on the date of
issuance of such Common Stock, Options or Convertible Securities and (ii) the
denominator of which shall be the number of shares of Common Stock outstanding
on the date prior to the date of issuance of such Common Stock or Convertible
Securities plus the number of shares of Common Stock which the aggregate
consideration received by the Company upon such issuance would purchase on such
date at the Exercise Price then in effect.

(b) The following provisions, in addition to other provisions of this
section shall be applicable in determining any adjustment under (a) above:

(i) In case of the issuance or sale of Common Stock part or all of
which shall be for cash, the cash consideration received by the Company therefor
shall be deemed to be the amount of cash proceeds of such sale of shares less
any compensation paid or discount allowed in the sale, underwriting or purchase
thereof by underwriters or dealers or others performing similar services or any
expenses incurred in connection therewith, plus the amounts, if any, determined
as provided in (b)(ii) below.

(ii) In case of the issuance or sale of Common Stock wholly or partly
for a consideration other than cash, the amount of the consideration other than
cash received by the Company for such Common Stock shall be deemed to be the
fair value of such consideration as determined by a resolution adopted by the
Board of Directors of the Company acting in good faith, less any compensation
paid or incurred by the Company for any underwriting of, or otherwise in
connection with such issuance, provided, however, the amount of such
consideration other than cash shall in no event exceed the cost thereof as
recorded on the books of the Company. In case of the issuance or sale of Common
Stock (otherwise than upon conversion or exchange) together with other stock or
securities or other assets of the Company for a consideration which is received
for both such Common Stock and other securities or assets, the Board of
Directors of the Company acting in good faith shall determine what part of the
consideration so received is to be deemed to be the consideration for the
issuance of such Common Stock, less any compensation paid or incurred by the
Company for any underwriting of, or otherwise in connection with such issuance,
provided, however, the amount of such consideration other than cash shall in no
event exceed the cost thereof as recorded on the books of the Company. In case
at any time the Company shall declare a dividend or make any other distribution
upon any stock of the Company payable in Common Stock then such Common Stock
issuable in payment of such dividend or distribution shall be deemed to have
been issued or sold without consideration.

(iii) The price per share of any Common Stock sold or issued by the
Company (other than pursuant to Options or Convertible Securities) shall be
equal to a price calculated by dividing (A) the amount of the consideration
received by the Company, as determined pursuant

4.
<PAGE>

to (b)(i) and (b)(ii) above, upon such sale or issuance by (B) the number of
shares of Common Stock sold or issued.

(iv) In case the Company shall at any time after the date hereof issue
any Options or Convertible Securities, the following provisions shall apply in
making any adjustment:

(A) The price per share for which Common Stock is issuable upon
the exercise of the Options or upon conversion or exchange of the Convertible
Securities shall be determined by (1) dividing the total amount, if any,
received or receivable by the Company as consideration for the issuance of such
Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon exercise of such
Options or the conversion or exchange of such Convertible Securities, by (2) the
aggregate maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of such Convertible Securities.

(B) In determining the price per share for which Common Stock is
issuable upon exercise of the Options or conversion or exchange of the
Convertible Securities as set forth above and in computing any adjustment
pursuant to (a) above: the aggregate maximum number of shares of Common Stock
issuable upon the exercise of such Convertible Securities shall be considered to
be outstanding at the time such Options or Convertible Securities were issued
and to have been issued for such price per share as determined pursuant to
(b)(iv)(A), and the consideration for the issuance of such Options or
Convertible Securities and the amount of additional consideration payable to the
Company upon exercise of such Options or upon the conversion or exchange of such
Convertible Securities shall be determined in the same manner as the
consideration received upon the issuance or sale of Common Stock as provided in
paragraphs (b)(i) and (b)(ii).

(C) On the expiration of such Options or the termination of any
right to convert or exchange any Convertible Securities, the number of Warrant
Shares subject to this Representative's Warrant shall forthwith be readjusted to
such number of Warrant Shares as would have been obtained had the adjustments
made upon the issuance of such Options or Convertible Securities been made upon
the basis of the delivery of only the number of shares of Common Stock actually
delivered upon the exercise of such Options or upon conversion or exchange of
such Convertible Securities.

(D) If the minimum purchase price per share of Common Stock
provided for in any Option, or the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock, shall change or a different
purchase price or rate shall become effective at any time or from time to time
(other than pursuant to any anti-dilution provisions of such Options or
Convertible Securities) then upon such change becoming effective, the number of
Warrant Shares subject to this Representative's Warrant shall forthwith be
increased or decreased to such number of Warrant Shares as would have been
obtained had the adjustments made upon the granting or issuance of such Options
or Convertible Securities been made upon the basis of (1) the issuance of the
number of shares of Common Stock theretofore actually

5.
<PAGE>

delivered upon the exercise of such Options or upon the conversion or exchange
of such Convertible Securities, and the total consideration received therefor,
and (2) the granting or issuance at the time of such change of any such Options
or Convertible Securities then still outstanding for the consideration, if any,
received by the Company therefor and to be received on the basis of such changed
price or rate of exchange or conversion.

(v) Except as otherwise specifically provided herein, the date of
issuance or sale of Common Stock shall be deemed to be the date the Company is
legally obligated to issue such Common Stock or the date the Company is legally
obligated to issue any Option or Convertible Security. If the Company shall
take a record date for the purpose of determining holders of Common Stock
entitled to (A) receive a dividend or other distribution payable in Common Stock
or in Options or Convertible Securities or (B) subscribe for or purchase Common
Stock, Options or Convertible Securities, such record date shall be deemed to be
the date of issue or sale of the Common Stock, Options or Convertible
Securities.

(vi) The number of shares of Common Stock outstanding at any given
time shall not include treasury shares but the disposition of any such treasury
shares shall be considered an issue or sale of Common Stock for the purposes of
this section.

(vii) Anything hereinabove to the contrary notwithstanding, no
adjustment shall be made pursuant to (a) above to the Exercise Price or to the
number of Warrant Shares purchasable upon:

(A) The issuance or sale by the Company of any Common Stock
pursuant to these Representative's Warrants, any securities offered in a public
offering underwritten by EBI Securities Corporation, any shares, Options or
Convertible Securities issued and outstanding at the effective date of such
public offering.

(B) The issuance or sale by the Company of any Common Stock
pursuant to any Options or Convertible Securities issued and outstanding prior
to the date hereof.

(C) The issuance or sale of Common Stock pursuant to the exercise
of Options or conversion or exchange of Convertible Securities hereinafter
issued for which an adjustment has been made (or was not required to be made)
pursuant to the provisions hereof.

(D) The issuance or sale at no less than 85% of the then
prevailing fair market value of shares of Common Stock or options, warrants or
other Common Stock purchase rights and the Common Stock issued pursuant to such
options, warrants or other rights after the date hereof to employees, officers,
directors of, or consultants or advisors to, the Company or any subsidiary
pursuant to stock purchase or stock option plans or other arrangements approved
by the Company's Board of Directors; provided, that, bona fide services shall be
rendered by consultants or advisers and such services must not be in connection
with the offer and sale of securities in a capital-raising transaction.

(E) The issuance of sale of securities at a price equal to or
greater than $______.

6.
<PAGE>

(c) If the Company shall at any time subdivide its outstanding Common Stock
by recapitalization, reclassification or split-up thereof, the number of Warrant
Shares subject to this Representative's Warrant immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at any
time combine the outstanding Common Stock by recapitalization, reclassification
or combination thereof, the number of Warrant Shares subject to this
Representative's Warrant immediately prior to such combination shall be
proportionately decreased. Any corresponding adjustment to the Exercise Price
shall become effective at the close of business on the record date for such
subdivision or combination.

(d) If the Company after the date hereof shall distribute to the holders of
its Common Stock any securities or other assets (other than a distribution of
Common Stock or a cash distribution made as a dividend payable out of earnings
or out of any earned surplus legally available for dividends under the laws of
the jurisdiction of incorporation of the Company), the Board of Directors shall
be required to make such equitable adjustment in the Exercise Price in effect
immediately prior to the record date of such distribution as may be necessary to
preserve the rights substantially proportionate to those enjoyed hereunder by
the Holder immediately prior to such distribution. Any such adjustment made in
good faith by the Board of Directors shall be final and binding upon the Holder
and shall become effective as of the record date for such distribution.

(e) No adjustment in the number of Warrant Shares subject to this
Representative's Warrant shall be required unless such adjustment would require
an increase or decrease in such number of Warrant Shares of at least 1% of the
then adjusted number of Warrant Shares issuable upon exercise of this
Representative's Warrant, provided, however, that any adjustments which by
reason of the foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount of any
subsequent adjustment; and provided further, however, that in case the Company
shall at any time subdivide or combine the outstanding Common Stock or issue any
additional Common Stock as a dividend, said percentage shall forthwith be
proportionately increased in the case of a combination or decreased in the case
of a subdivision or dividend of Common Stock so as to appropriately reflect the
same. If the Company shall make a record of the holders of its Common Stock for
the purpose of entitling them to receive any dividend or distribution and
legally abandon its plan to pay or deliver such dividend or distribution then no
adjustment in the number of Warrant Shares subject to this Representative's
Warrant shall be required by reason of the making of such record.

(f) Whenever the number of Warrant Shares purchasable upon the exercise of
this Representative's Warrant is adjusted as provided herein, the Exercise Price
shall be adjusted (to the nearest one tenth of a cent) by respectively
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of Warrant Shares
purchasable upon the exercise of this Representative's Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of Warrant
Shares purchasable immediately thereafter.

(g) In case of any reclassification of the outstanding Common Stock (other
than a change covered by (c) hereof or which solely affects the par value of
such Common Stock) or in

7.
<PAGE>

the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification or
capital reorganization of the outstanding Common Stock), or in the case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Representative's Warrant shall have the right
thereafter (until the expiration of the right of exercise of this
Representative's Warrant) to receive upon the exercise hereof, for the same
aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property receivable
upon such reclassification, capital reorganization, merger or consolidation, or
upon the dissolution following any sale or other transfer, by a holder of the
number of Warrant Shares obtainable upon the exercise of this Representative's
Warrant immediately prior to such event; and if any reclassification also
results in a change in Common Stock covered by (c) above, then such adjustment
shall be made pursuant to both this paragraph (g) and paragraph (c). The
provisions of this paragraph (g) shall similarly apply to successive
re-classifications, or capital reorganizations, mergers or consolidations, sales
or other transfers.

If the Company after the date hereof shall issue or agree to issue Common
Stock, Options or Convertible Securities, other than as described herein, and
such issuance or agreement would in the opinion of the Board of Directors of the
Company materially affect the rights of the Holders of the Representative's
Warrants, the Exercise Price and the number of Warrant Shares purchasable upon
exercise of the Representative's Warrants shall be adjusted in such matter, if
any, and at such time as the Board of Directors of the Company, in good faith,
may determine to be equitable in the circumstances. The minutes or unanimous
consent approving such action shall set forth the Board of Director's
determination as to whether an adjustment is warranted and the manner of such
adjustment. In the absence of such determination, any Holder may request in
writing that the Board of Directors make such determination. Any such
determination made in good faith by the Board of Directors shall be final and
binding upon the Holders. If the Board fails, however, to make such
determination within sixty (60) days after such request, such failure shall be
deemed a determination that an adjustment is required.

(i) Upon occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable upon exercise of
this Representative's Warrant in accordance with, and as required by, the terms
hereof, the Company shall forthwith employ a firm of certified public
accountants (who may be the regular accountants for the Company) who shall
compute the adjusted Exercise Price and the adjusted number of Warrant Shares
purchasable at such adjusted Exercise Price by reason of such event in
accordance herewith. The Company shall give to each Holder of the
Representative's Warrants a copy of such computation which shall be conclusive
and shall be binding upon such Holders unless contested by Holders by written
notice to the Company within thirty (30) days after receipt thereof.

(ii) In case the Company after the date hereof shall propose (A) to
pay any dividend payable in stock to the holders of its Common Stock or to make
any other distribution (other than cash dividends) to the holders of its Common
Stock or to grant rights to subscribe to

8.
<PAGE>

or purchase any additional shares of any class or any other rights or options,
(B) to effect any reclassification involving merely the subdivision or
combination of outstanding Common Stock, or (C) any capital reorganization or
any consolidation or merger, or any sale, transfer or other disposition of its
property, assets and business substantially as an entirety, or the liquidation,
dissolution or winding up of the Company, then in each such case, the Company
shall obtain the computation described above and if an adjustment to the
Exercise Price is required, the Company shall notify the Holders of the
Representative's Warrants of such proposed action, which shall specify the
record date for any such action or if no record date is established with respect
thereto, the date on which such action shall occur or commence, or the date of
participation therein by the holders of Common Stock if any such date is to be
fixed, and shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action on the Exercise Price
and the number, or kind, or class of shares or other securities or property
obtainable upon exercise of this Representative's Warrant after giving effect to
any adjustment which will be required as a result of such action. Such notice
shall be given at least twenty (20) days prior to the record date for
determining holders of the Common Stock for purposes of any such action, and in
the case of any action for which a record date is not established then such
notice shall be mailed at least twenty (20) days prior to the taking of such
proposed action.

(iii) Failure to file any certificate or notice or to give any notice,
or any defect in any certificate or notice, shall not effect the legality or
validity of the adjustment in the Exercise Price or in the number, or kind, or
class of shares or other securities or property obtainable upon exercise of the
Representative's Warrants or of any transaction giving rise thereto.

(h) The Company shall not be required to issue fractional Warrant Shares
upon any exercise of the Representative's Warrants. As to any final fraction of
a Share which the Holder of a Representative's Warrant would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the same fraction of the
market price of a share of such stock on the business day preceding the day of
exercise. The Holder of a Representative's Warrant, by his acceptance of a
Representative's Warrant, expressly waives any right to receive any fractional
Warrant Shares.

(i) Regardless of any adjustments pursuant to this section in the Exercise
Price or in the number, or kind, or class of shares or other securities or other
property obtainable upon exercise of a Representative's Warrant, a
Representative's Warrant may continue to express the Exercise Price and the
number of Warrant Shares obtainable upon exercise at the same price and number
of Warrant Shares as are stated herein.

(j) The number of Warrant Shares, the Exercise Price and all other terms
and provisions of the Company's agreement with the Holder of this
Representative's Warrant shall be determined exclusively pursuant to the
provisions hereof.

(k) The above provisions of this section 6 shall similarly apply to
successive transactions which require adjustments.

9.
<PAGE>

(l) Notwithstanding any other language to the contrary herein, the anti-
dilution terms of this Representative's Warrant will not be enforced so as to
provide the Holder the right to receive, or for the accrual of, cash dividends
prior to the exercise of this Representative's Warrant.

5. The issuance of any Warrant Shares or other securities upon the exercise of
this Representative's Warrant and the delivery of certificates or other
instruments representing such securities, or other securities, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

(a) If, at any time after _____________, 1999 (the Effective Date of the
Registration Statement), and ending ____________, 2006 (seven years after the
Effective Date of the Registration Statement), the Company shall file a
registration statement (other than on Form S-4, Form S-8, or any successor form)
with the Securities and Exchange Commission (the "Commission") while Warrant
Shares are available for purchase upon exercise of this Representative's Warrant
or while any Warrant Shares (collectively, the "Representative's Warrants and
the underlying Warrant Shares, the "Representative's Securities") are
outstanding, the Company shall give the Holder and all the then holders of such
Representative's Securities at least 30 days prior written notice of the filing
of such registration statement. If requested by the Holder or by any such holder
in writing within 20 days after receipt of any such notice, the Company shall,
at the Company's sole expense (other than the fees and disbursements of counsel
for the Holder or such holder and the underwriting discounts, if any, payable in
respect of the securities sold by the Holder or any such holder), register or
qualify the Representative's Securities of the Holder or any such holders who
shall have made such request concurrently with the registration of such other
securities, all to the extent requisite to permit the public offering and sale
of the Representative's Securities requested to be registered, and will use its
best efforts through its officers, directors, auditors and counsel to cause such
registration statement to become effective as promptly as practicable.
Notwithstanding the foregoing, if the managing underwriter of any such offering
shall advise the Company in writing that, in its opinion, the distribution of
all or a portion of the Representative's Securities requested to be included in
the registration concurrently with the securities being registered by the
Company would materially adversely affect the distribution of such securities by
the Company for its own account, then the Holder or any such holder who shall
have requested registration of his or its Representative's Securities shall
delay the offering and sale of such Representative's Securities (or the portions
thereof so designated by such managing underwriter) for such period, not to
exceed 120 days, as the managing underwriter shall request, provided that no
such delay shall be required as to any Representative's Securities if any
securities of the Company are included in such registration statement for the
account of any person other than the Company and the Holder unless the
securities included in such registration statement for such other person shall
have been reduced

10.
<PAGE>

pro rata to the reduction of the Representative's Securities which were
requested to be included in such registration.

(b) If at any time after __________, 1999 (the Effective Date of the
Registration Statement), and before ___________, 2004 (five years after the
Effective Date of the Registration Statement), the Company shall receive a
written request from holders of Representative's Securities who, in the
aggregate, own (or upon exercise of all IPO Warrants will own) a majority of the
total number of IPO Warrants, the Company shall, as promptly as practicable,
prepare and file with the Commission a registration statement sufficient to
permit the public offering and sale of the Representative's Securities, within
45 days after receipt of such request, provided that, in any event, the Company
will file such registration statement within 90 days after receipt of such
request, notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that the Company is in receipt of material non-public
information that would be required to be set forth in a registration statement
(such as a potential acquisition or other material transaction) and the
disclosure of such information at that time would not be in the best interests
of the Company, the Company may exercise a one-time delay in the filing of the
registration statement for a period not to exceed 90 days, and will use its best
efforts through its officers, directors, auditors and counsel to cause such
registration statement to become effective as promptly as practicable; provided,
however, that the Company shall only be obligated to file and obtain
effectiveness of one such registration statement for which all expenses incurred
in connection with such registration (other than the fees and disbursements of
counsel for the Holder or such holders and underwriting discounts, if any,
payable in respect of the Representative's Securities sold by the Holder or any
such holder) shall be borne by the Company. Should the filing of the
registration be delayed by the Company for any reason other than as described in
the preceding sentence, the exercise period for the Underwriter Warrants shall
be extended for a period of time equal to the length of such delay in filing to
register these securities and the number of Warrant Shares underlying the
Representative's Warrants shall be increased by two percent (2%) per month for
each such 30 day delay or fraction thereof. In addition to the one demand
registration provided for herein above, the holders of the Representative's
Securities who, in the aggregate, own (or upon exercise of all Representative's
Warrants will own) a majority of the total number of Warrant Shares issued or
issuable upon exercise of the Representative's Warrants may request that the
Company prepare and file a registration statement to permit the public offering
and sale of the Representative's Securities on additional occasions, but the
costs of preparation and filing of such additional registration statements shall
be at the then holders' cost and expense unless the Company elects to register
additional shares of Common Stock, in which case the cost and expense of such
registration statements will be prorated between the Company and the holders of
the Representative's Securities according to the aggregate sales price of the
securities being issued.

(c) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall use its best efforts to cause the
Representative's Securities so registered to be registered or qualified for sale
under the securities or blue sky laws of such jurisdictions as the Holder or
such holders may reasonably request; provided, however, that the Company shall
not be required to qualify to do business in any state by reason of this
paragraph 8(c) in which it is not otherwise required to qualify to do business
and provided further, that the Company has no

11.
<PAGE>

obligation to qualify the Representative's Securities where such qualification
would cause any unreasonable delay or expenditure by the Company.

(d) The Company shall keep effective any registration or qualification
contemplated by this paragraph 8 and shall from time to time amend or supplement
each applicable registration statement, preliminary prospectus, final
prospectus, application, document and communication for such period of time as
shall be required to permit the Holder or such holders to complete the offer and
sale of the Representative's Securities covered thereby. The Company shall in
no event be required to keep any such registration or qualification in effect
for a period in excess of nine months from the date on which the Holder and such
holders are first free to sell such Representative's Securities; provided,
however, that if the Company is required to keep any such registration or
qualification in effect with respect to securities other than the
Representative's Securities beyond such period, the Company shall keep such
registration or qualification in effect as it relates to the Representative's
Securities for so long as such registration or qualification remains or is
required to remain in effect in respect of such other securities.

(e) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall furnish to the Holder and to each such holder
such reasonable number of copies of the registration statement and of each
amendment and supplement thereto (in each case, including all exhibits), such
reasonable number of copies of each prospectus contained in such registration
statement and each supplement or amendment thereto (including each preliminary
prospectus), all of which shall conform to the requirements of the Act and the
rules and regulations thereunder, and such other documents as the Holder or such
holders may reasonably request in order to facilitate the disposition of the
Representative's Securities included in such registration.

(f) In the event of a registration pursuant to the provisions of this
paragraph 8, the Company shall furnish the Holder and each holder of any
Representative's Securities so registered with an opinion of its counsel to the
effect that (i) the registration statement has become effective under the Act
and no order suspending the effectiveness of the registration statement,
preventing or suspending the use of the registration statement, any preliminary
prospectus, any final prospectus, or any amendment or supplement thereto has
been issued, nor to such counsel's actual knowledge has the Securities and
Exchange Commission or any securities or blue sky authority of any jurisdiction
instituted or threatened to institute any proceedings with respect to such an
order and (ii) the registration statement and each prospectus forming a part
thereof (including each preliminary prospectus), and any amendment or supplement
thereto, complies as to form with the Act and the rules and regulations
thereunder. Such counsel shall also provide a Blue Sky Memorandum setting forth
the jurisdictions in which the Representative's Securities have been registered
or qualified for sale pursuant to the provisions of paragraph 8(c).

(g) The Company agrees that until all the Representative's Securities
have been sold under a registration statement or pursuant to Rule 144 under the
Act, it shall keep current in filing all reports, statements and other materials
required to be filed with the Commission to permit holders of the
Representative's Securities to sell such securities under Rule 144.

12.
<PAGE>

(h) The Holder and any holders who propose to register their
Representative's Securities under the Act shall execute and deliver to the
Company a selling shareholder questionnaire on a form to be provided by the
Company.

(i) Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless the Holder (including any transferee as defined on
page 1 hereof) and their officers, directors, partners, employees and agents,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), from and against any and all loss, liability,
charge, claim, damage and expense whatsoever (which shall include, for all
purposes of this Section 9, but not be limited to, attorneys' fees and any and
all expense whatsoever incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation), as and when
incurred, arising out of, based upon, or in connection with (i) any untrue
statement or alleged untrue statement of a material fact contained (A) in any
registration statement, preliminary prospectus or final prospectus (as from time
to time amended and supplemented), or any amendment or supplement thereto, or
(B) in any application or other document or communication (in this Section 9
collectively called an "application") executed by or on behalf of the Company or
based upon written information furnished by or on behalf of the Company filed in
any jurisdiction in order to register or qualify any of the Representative's
Securities under the securities or blue sky laws thereof or filed with the
Commission or any securities exchange; or any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Company with respect to the Holder or any holder of any of the Representative's
Securities by or on behalf of such person expressly for inclusion in any
registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto, or in any application, as the case may be, or
(ii) any breach of any representation, warranty, covenant or agreement of the
Company contained in this Representative's Warrant. The foregoing agreement to
indemnify shall be in addition to any liability the Company may otherwise have,
including liabilities arising under this Representative's Warrant.

If any action is brought against any indemnified party in respect of which
indemnity may be sought against an indemnifying party pursuant to Sections 5(i)
or 5(j), such indemnified party or parties shall promptly notify the
indemnifying party in writing of the institution of such action (but the failure
so to notify shall not relieve the indemnifying party from any liability it may
otherwise have to an indemnified party) and the indemnifying party shall have
the option to assume the defense of such action, including the employment of
counsel (reasonably satisfactory to such indemnified party or parties) and
payment of expenses. Such indemnified party or parties shall have the right to
employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
the indemnifying party shall not have promptly employed counsel reasonably
satisfactory to such indemnified party or parties to have charge of the defense
of such action or such indemnified party or parties. Anything in this paragraph
to the contrary notwithstanding, the indemnifying party shall not, without the
written consent of the indemnified party, effect the settlement or

13.
<PAGE>

consent to the entry of any judgment in respect of which indemnification may be
sought hereunder unless such settlement or judgment includes an unconditional
release of the indemnified party from all liability arising out of such action
and does not include a statement as to admission of faults.

(j) The Holder and each holder agrees to indemnify and hold harmless the
Company, each director of the Company, each officer of the Company who shall
have signed any registration statement covering the Representative's Securities
held by the Holder and each holder and each other person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
the Holder and each holder in paragraph 9(a), but only with respect to
statements or omissions, if any, made in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, or in any application, in reliance upon
and in conformity with written information furnished to the Company with respect
to the Holder and each holder by or on behalf of the Holder and each holder
expressly for inclusion in any such registration statement, preliminary
prospectus, or final prospectus, or any amendment or supplement thereto, or in
any application, as the case may be. If any action shall be brought against the
Company or any other person so indemnified based on any such registration
statement, preliminary prospectus, or final prospectus, or any amendment or
supplement thereto, or in any application, and in respect of which indemnity may
be sought against the Holder and each holder pursuant to this paragraph 9(b),
the Holder and each holder shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the
rights and duties given to the indemnified parties, by the provisions of
paragraph 9(a).

(k) To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification pursuant to paragraph 9(a) or 9(b)
(subject to the limitations thereof) but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this Agreement expressly provides for
indemnification in such case, or (ii) any indemnified or indemnifying party
seeks contribution under the Act, the Exchange Act or otherwise because the
indemnification provided for in this Section 9 is for any reason held to be
unenforceable by the Company and the Holder and any holder, then the Company
(including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement and any controlling person of the Company), as one
entity, and the Holder and any holder of any of the Representative's Securities
included in such registration in the aggregate (including for this purpose any
contribution by or on behalf of the Holder or any holder), as a second entity,
shall contribute to the losses, liabilities, claims, damages and expenses
whatsoever to which any of them may be subject, on the basis of relevant
equitable considerations such as the relative fault of the Company and the
Holder or any such holder in connection with the facts which resulted in such
losses, liabilities, claims, damages and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission or alleged
omission, shall be determined by, among other things, whether such statement,
alleged statement, omission or alleged omission relates to information supplied
by the Company, by the Holder or by any holder of Representative's Securities
included in such registration, and the

14.
<PAGE>

parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement, alleged statement, omission or alleged
omission. The Company and the Holder agree that it would be unjust and
inequitable if the respective obligations of the Company and the Holder for
contribution were determined by pro rata or per capita allocation of the
aggregate losses, liabilities, claims, damages and expenses (even if the Holder
and the other indemnified parties were treated as one entity for such purpose)
or by any other method of allocation that does not reflect the equitable
considerations referred to in this paragraph 9(c). No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. For purposes of this paragraph 9(c), each person,
if any, who controls the Holder or any holder of any of the Representative's
Securities within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and each officer, director, partner, employee, agent and counsel of
each such person, shall have the same rights to contribution as such person and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, each officer of the Company who
shall have signed any such registration statement, and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the provisions of this paragraph 9(c). Anything in this paragraph
9(c) to the contrary notwithstanding, no party shall be liable for contribution
with respect to the settlement of any claim or action effected without its
written consent. This paragraph 9(c) is intended to supersede any right to
contribution under the Act, the Exchange Act or otherwise.

6. Unless the Representative's Securities have been registered or an exemption
from such registration is available, the Warrant Shares issued upon exercise of
the Representative's Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any such Warrant Shares shall bear the
following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY") LAWS OF ANY
STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR
HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND UNDER THE APPLICABLE STATE SECURITIES ("BLUE SKY") LAWS OR
UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND LAWS IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY, WHICH MAY
NECESSITATE A WRITTEN OPINION OF SELLER'S COUNSEL SATISFACTORY TO COMPANY
COUNSEL.

7. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any Representative's Warrant (and upon surrender of
any Representative's Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Representative's Warrant of like date, tenor and
denomination.

15.
<PAGE>

8. The Holder of any Representative's Warrant shall not have, solely on
account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Representative's Warrant.

9. This Representative's Warrant shall be construed in accordance with the
laws of the State of Colorado, without giving effect to conflict of laws.

Dated: _____________, 1999

Netivation.com, Inc.

By:
====================================
Anthony J. Paquin,
Chief Executive Officer

[SEAL]

16.
<PAGE>

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Representative's Warrant.)

For Value Received, ___________________________________ hereby sells,
assigns and transfers unto ________________________ Representative's Warrants to
purchase __________ shares of Common Stock of Netivation.com, Inc. (the
"Company"), together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such Representative's Warrants on the books of the Company, with full
power of substitution.

Dated:_____________________

Signature:__________________________________

Signature Guaranteed:

NOTICE

The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must
be guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.

17.
<PAGE>

ELECTION TO EXERCISE

(To be executed by the holder if such holder desires to exercise the attached
Representative's Warrant)

The undersigned hereby exercises his or its rights to subscribe for
__________ shares of Common Stock covered by the within Representative's Warrant
(each as defined in the within Representative's Warrant) and tenders payment
herewith in the amount of $__________ in accordance with the terms thereof, and
requests that certificates for such Warrants be issued in the name of, and
delivered to:

==============================

(Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Representative's Warrant, that a new
Representative's Warrant for the balance of the Representative's Warrants (or
portions thereof) covered by the within Representative's Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.

Name:
=========================
(Print)

Address:
======================

==============================

==============================
(Signature)
Dated:
------------------------
Signature Guaranteed:

NOTICE

The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or

18.
<PAGE>

any change whatsoever. Signature(s) must be guaranteed by an eligible guarantor
institution which is a participant in a Securities Transfer Association
recognized program.

19.

<PAGE>

EXHIBIT 10.1

NETIVATION.COM, Inc.

1999 Equity Incentive Plan

Adopted March 3, 1999
Approved By Shareholders _______________, 1999
Termination Date: March 2, 2009

1. Purposes.

(a) Amendment and Restatement of Plan. The Plan initially was established
as the Non-Qualified Stock Option and Restricted Stock Plan (the "Initial
Plan"). The Initial Plan hereby is amended and restated in its entirety as the
1999 Equity Incentive Plan effective as of its adoption by the Board. The terms
of the Plan that are not inconsistent with the Initial Plan (other than the
aggregate number of shares issuable thereunder) shall apply to all outstanding
awards made pursuant to the Initial Plan.

(b) Eligible Stock Award Recipients. The persons eligible to receive Stock
Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

(c) Available Stock Awards. The purpose of the Plan is to provide a means
by which eligible recipients of Stock Awards may be given an opportunity to
benefit from increases in value of the Common Stock through the granting of the
following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.

(d) General Purpose. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the services of new members of this group and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2. Definitions.

(a) "Affiliate" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

(b) "Board" means the Board of Directors of the Company.

(d) "Committee" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

1.
<PAGE>

(e) "Common Stock" means the common stock of the Company.

(f) "Company" means Netivation.com, Inc.

(g) "Consultant" means any person, including an advisor, (i) engaged by the
Company or an Affiliate to render consulting or advisory services and who is
compensated for such services or (ii) who is a member of the Board of Directors
of an Affiliate. However, the term "Consultant" shall not include either
Directors who are not compensated by the Company for their services as Directors
or Directors who are merely paid a director's fee by the Company for their
services as Directors.

(h) "Continuous Service" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

(i) "Covered Employee" means the chief executive officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to shareholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

(j) "Director" means a member of the Board of Directors of the Company.

(k) "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

(l) "Employee" means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.

(m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(n) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or
traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume

2.
<PAGE>

of trading in the Common Stock) on the last market trading day prior to the day
of determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

(ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

(o) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(p) "Listing Date" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system.

(q) "Non-Employee Director" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

(r) "Nonstatutory Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

(s) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(t) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option
granted pursuant to the Plan.

(u) "Option Agreement" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

(v) "Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

(w) "Outside Director" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not

3.
<PAGE>

currently receiving direct or indirect remuneration from the Company or an
"affiliated corporation" for services in any capacity other than as a Director
or (ii) is otherwise considered an "outside director" for purposes of Section
162(m) of the Code.

(x) "Participant" means a person to whom a Stock Award is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.

(y) "Plan" means this Netivation.com, Inc. 1999 Equity Incentive Plan.

(z) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

(aa) "Securities Act" means the Securities Act of 1933, as amended.

(bb) "Stock Award" means any right granted under the Plan, including an
Option, a stock bonus and a right to acquire restricted stock.

(cc) "Stock Award Agreement" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to
the terms and conditions of the Plan.

(dd) "Ten Percent Shareholder" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates.

3. Administration.

(a) Administration by Board. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c). Any interpretation of the Plan by the Board and any decision
by the Board under the Plan shall be final and binding on all persons.

(b) Powers of Board. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible under
the Plan shall be granted Stock Awards; when and how each Stock Award shall be
granted; what type or combination of types of Stock Award shall be granted; the
provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive Common Stock
pursuant to a Stock Award; and the number of shares of Common Stock with respect
to which a Stock Award shall be granted to each such person.

(ii) To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award

4.
<PAGE>

Agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.

(iii) To amend the Plan or a Stock Award as provided in Section 12.

(iv) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

(i) General. The Board may delegate administration of the Plan to a
Committee or Committees of one (1) or more members of the Board, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

(ii) Committee Composition when Common Stock is Publicly Traded. At
such time as the Common Stock is publicly traded, in the discretion of the
Board, a Committee may consist solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, and/or solely of two or more Non-
Employee Directors, in accordance with Rule 16b-3. Within the scope of such
authority, the Board or the Committee may (1) delegate to a committee of one or
more members of the Board who are not Outside Directors the authority to grant
Stock Awards to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of
income resulting from such Stock Award or (b) not persons with respect to whom
the Company wishes to comply with Section 162(m) of the Code and/or) (2)
delegate to a committee of one or more members of the Board who are not Non-
Employee Directors the authority to grant Stock Awards to eligible persons who
are not then subject to Section 16 of the Exchange Act.

4. Shares Subject to the Plan.

(a) Share Reserve. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate one million five
hundred thousand (1,500,000) shares of Common Stock. On January 1 of each year,
beginning with calendar year 2000, the aggregate number of shares of Common
Stock that may be issued pursuant to Stock Awards shall be increased to a number
equal to fifteen percent (15%) of the outstanding shares of Common Stock on such
date; provided, however, that, notwithstanding the foregoing, the Common Stock
that may be issued pursuant to

5.
<PAGE>

Incentive Stock Options shall not exceed in the aggregate one million
(1,000,000) shares of Common Stock

(b) Reversion of Shares to the Share Reserve. If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan.
If the Company repurchases any shares of Common Stock issued under a Stock
Award, the shares of Common Stock so repurchased shall revert to and again
become available for issuance under the Plan for all Stock Awards other than
Incentive Stock Options.

(c) Source of Shares. The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5. Eligibility.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be
granted only to Employees. Stock Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants.

(b) Ten Percent Shareholders. A Ten Percent Shareholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

(c) Section 162(m) Limitation. Subject to the provisions of Section 11
relating to adjustments upon changes in the shares of Common Stock, no Employee
shall be eligible to be granted Options covering more than seven hundred fifty
hundred thousand (750,000) shares of Common Stock during any calendar year. This
subsection 5(c) shall not apply prior to the Listing Date and, following the
Listing Date, this subsection 5(c) shall not apply until (i) the earliest of:
(1) the first material modification of the Plan (including any increase in the
number of shares of Common Stock reserved for issuance under the Plan in
accordance with Section 4); (2) the issuance of all of the shares of Common
Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or
(4) the first meeting of shareholders at which Directors are to be elected that
occurs after the close of the third calendar year following the calendar year in
which occurred the first registration of an equity security under Section 12 of
the Exchange Act; or (ii) such other date required by Section 162(m) of the Code
and the rules and regulations promulgated thereunder.

6. Option Provisions.

Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include

6.
<PAGE>

(through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of subsection 5(b) regarding Ten
Percent Shareholders, no Incentive Stock Option shall be exercisable after the
expiration of ten (10) years from the date it was granted.

(b) Exercise Price of an Incentive Stock Option. Subject to the provisions
of subsection 5(b) regarding Ten Percent Shareholders, the exercise price of
each Incentive Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may
be granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.

(c) Exercise Price of a Nonstatutory Stock Option. The Board shall
determine the exercise price of each Nonstatutory Stock Option.

(d) Consideration. The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the
Company of other Common Stock, (2) according to a deferred payment or other
similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board; provided, however, that at
any time that the Company is incorporated in Delaware, payment of the Common
Stock's "par value," as defined in the Delaware General Corporation Law, shall
not be made by deferred payment.

In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

(e) Transferability of an Incentive Stock Option. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

(f) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock
Option shall be transferable to the extent provided in the Option Agreement. If
the Nonstatutory Stock Option does not provide for transferability, then the
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder. Notwithstanding the foregoing, the

7.
<PAGE>

Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

(g) Vesting Generally. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(g) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

(h) Termination of Continuous Service. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

(i) Extension of Termination Date. An Optionholder's Option Agreement may
also provide that if the exercise of the Option following the termination of the
Optionholder's Continuous Service (other than upon the Optionholder's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

(j) Disability of Optionholder. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

(k) Death of Optionholder. In the event (i) an Optionholder's Continuous
Service terminates as a result of the Optionholder's death or (ii) the
Optionholder dies within the period (if any) specified in the Option Agreement
after the termination of the Optionholder's Continuous Service for a reason
other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a

8.
<PAGE>

person designated to exercise the option upon the Optionholder's death pursuant
to subsection 6(e) or 6(f), but only within the period ending on the earlier of
(1) the date eighteen (18) months following the date of death (or such longer or
shorter period specified in the Option Agreement) or (2) the expiration of the
term of such Option as set forth in the Option Agreement. If, after death, the
Option is not exercised within the time specified herein, the Option shall
terminate.

(l) Early Exercise. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option. Any unvested shares of Common Stock so purchased may be subject to
a repurchase option in favor of the Company or to any other restriction the
Board determines to be appropriate.

(m) Right of Repurchase. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to
repurchase all or any part of the vested shares of Common Stock acquired by the
Optionholder pursuant to the exercise of the Option.

(n) Right of First Refusal. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to exercise
a right of first refusal following receipt of notice from the Optionholder of
the intent to transfer all or any part of the shares of Common Stock received
upon the exercise of the Option. Except as expressly provided in this
subsection 6(n), such right of first refusal shall otherwise comply with any
applicable provisions of the Bylaws of the Company.

(o) Re-Load Options. Without in any way limiting the authority of the
Board to make or not to make grants of Options hereunder, the Board shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Optionholder to a further Option (a "Re-Load Option")
in the event the Optionholder exercises the Option evidenced by the Option
Agreement, in whole or in part, by surrendering other shares of Common Stock in
accordance with this Plan and the terms and conditions of the Option Agreement.
Any such Re-Load Option shall (i) provide for a number of shares of Common Stock
equal to the number of shares of Common Stock surrendered as part or all of the
exercise price of such Option; (ii) have an expiration date which is the same as
the expiration date of the Option the exercise of which gave rise to such Re-
Load Option; and (iii) have an exercise price which is equal to one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the Re-
Load Option on the date of exercise of the original Option. Notwithstanding the
foregoing, a Re-Load Option shall be subject to the same exercise price and term
provisions heretofore described for Options under the Plan.

Any such Re-Load Option may be an Incentive Stock Option or a
Nonstatutory Stock Option, as the Board may designate at the time of the grant
of the original Option; provided, however, that the designation of any Re-Load
Option as an Incentive Stock Option shall be subject to the one hundred thousand
dollar ($100,000) annual limitation on the exercisability of Incentive Stock
Options described in subsection 10(d) and in Section 422(d) of the Code. There
shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall
be subject to the availability of sufficient shares of Common Stock under
subsection 4(a) and the "Section 162(m) Limitation" on

9.
<PAGE>

the grants of Options under subsection 5(c) and shall be subject to such other
terms and conditions as the Board may determine which are not inconsistent with
the express provisions of the Plan regarding the terms of Options.

7. Provisions of Stock Awards other than Options.

(a) Stock Bonus Awards. Each stock bonus agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate.
The terms and conditions of stock bonus agreements may change from time to time,
and the terms and conditions of separate stock bonus agreements need not be
identical, but each stock bonus agreement shall include (through incorporation
of provisions hereof by reference in the agreement or otherwise) the substance
of each of the following provisions:

(i) Consideration. A stock bonus may be awarded in consideration for
past services actually rendered to the Company or an Affiliate for its benefit.

(ii) Vesting. Shares of Common Stock awarded under the stock bonus
agreement may, but need not, be subject to a share repurchase option in favor of
the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination of Participant's Continuous Service. In the event a
Participant's Continuous Service terminates, the Company may reacquire any or
all of the shares of Common Stock held by the Participant which have not vested
as of the date of termination under the terms of the stock bonus agreement.

(iv) Transferability. Rights to acquire shares of Common Stock under
the stock bonus agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the stock bonus agreement, as the
Board shall determine in its discretion, so long as Common Stock awarded under
the stock bonus agreement remains subject to the terms of the stock bonus
agreement.

(b) Restricted Stock Awards. Each restricted stock purchase agreement
shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. The terms and conditions of the restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate restricted stock purchase agreements need not be identical, but each
restricted stock purchase agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:

(i) Purchase Price. The Board shall determine the purchase price of
restricted stock awards.

(ii) Consideration. The purchase price of Common Stock acquired
pursuant to the restricted stock purchase agreement shall be paid either: (i) in
cash at the time of purchase; (ii) at the discretion of the Board, according to
a deferred payment or other similar arrangement with the Participant; or (iii)
in any other form of legal consideration that may be acceptable to the Board in

10.
<PAGE>

its discretion; provided, however, that at any time that the Company is
incorporated in Delaware, then payment of the Common Stock's "par value," as
defined in the Delaware General Corporation Law, shall not be made by deferred
payment.

(iii) Vesting. Shares of Common Stock acquired under the restricted
stock purchase agreement may, but need not, be subject to a share repurchase
option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.

(iv) Termination of Participant's Continuous Service. In the event a
Participant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.

(v) Transferability. Rights to acquire shares of Common Stock under
the restricted stock purchase agreement shall be transferable by the Participant
only upon such terms and conditions as are set forth in the restricted stock
purchase agreement, as the Board shall determine in its discretion, so long as
Common Stock awarded under the restricted stock purchase agreement remains
subject to the terms of the restricted stock purchase agreement.

8. Covenants of the Company.

(a) Availability of Shares. During the terms of the Stock Awards, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

(b) Securities Law Compliance. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

9. Use of Proceeds from Stock.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

10. Miscellaneous.

(a) Acceleration of Exercisability and Vesting. The Board shall have the
power to accelerate the time at which a Stock

11.
<PAGE>

Award may first be exercised or the time during which a Stock Award or any part
thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Stock Award stating the time at which it may first be exercised or the time
during which it will vest.

(b) Shareholder Rights. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

(c) No Employment or other Service Rights. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

(d) Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

(e) Investment Assurances. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (iii) the issuance of the shares
of Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (iv) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

12.
<PAGE>

(f) Withholding Obligations. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common
Stock under a Stock Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: (i) tendering a cash payment; (ii)
authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the participant as a result of the exercise
or acquisition of Common Stock under the Stock Award; or (iii) delivering to the
Company owned and unencumbered shares of Common Stock.

11. Adjustments upon Changes in Stock.

(a) Capitalization Adjustments. If any change is made in the Common Stock
subject to the Plan, or subject to any Stock Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(c), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards.
The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)

(b) Change in Control--Dissolution or Liquidation. In the event of a
dissolution or liquidation of the Company, then all outstanding Stock Awards
shall terminate immediately prior to such event.

(c) Change in Control--Asset Sale, Merger, Consolidation or Reverse Merger.
In the event of (i) a sale, lease or other disposition of all or substantially
all of the assets of the Company, (ii) a merger or consolidation in which the
Company is not the surviving corporation or (iii) a reverse merger in which the
Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then any
surviving corporation or acquiring corporation shall assume any Stock Awards
outstanding under the Plan or shall substitute similar stock awards (including
an award to acquire the same consideration paid to the shareholders in the
transaction described in this subsection 11(c) for those outstanding under the
Plan. In the event any surviving corporation or acquiring corporation refuses
to assume such Stock Awards or to substitute similar stock awards for those
outstanding under the Plan, then with respect to Stock Awards held by
Participants whose Continuous Service has not terminated, the vesting of such
Stock Awards (and, if applicable, the time during which such Stock Awards may be
exercised) shall be accelerated in full, and the Stock Awards shall terminate if
not exercised (if applicable) at or prior to such event. With respect to any
other Stock Awards outstanding under the Plan, such Stock Awards shall terminate
if not exercised (if applicable) prior to such event.

13.
<PAGE>

(d) Change in Control--Securities Acquisition. In the event of an
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or an Affiliate) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act, or comparable successor rule) of
securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of Directors, then with
respect to Stock Awards held by Participants whose Continuous Service has not
terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated in full.

(e) Change in Control--Change in Incumbent Board. In the event that the
individuals who, as of the date of the adoption of this Plan, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least fifty
percent (50%) of the Board, then with respect to Stock Awards held by persons
whose Continuous Service has not terminated, the vesting of such Stock Awards
(and, if applicable, the time during which such Stock Awards may be exercised)
shall be accelerated in full. If the election, or nomination for election, by
the Company's shareholders of any new Director was approved by a vote of at
least fifty percent (50%) of the Incumbent Board, such new Director shall be
considered as a member of the Incumbent Board.

12. Amendment of the Plan and Stock Awards.

(a) Amendment of Plan. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the shareholders of the Company to the extent shareholder approval
is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any Nasdaq or securities exchange listing requirements.

(b) Shareholder Approval. The Board may, in its sole discretion, submit
any other amendment to the Plan for shareholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

(c) Contemplated Amendments. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

(d) No Impairment of Rights. Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

(e) Amendment of Stock Awards. The Board at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any

14.
<PAGE>

Stock Award shall not be impaired by any such amendment unless (i) the Company
requests the consent of the Participant and (ii) the Participant consents in
writing.

13. Termination or Suspension of the Plan.

(a) Plan Term. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by
the shareholders of the Company, whichever is earlier. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

(b) No Impairment of Rights. Suspension or termination of the Plan shall
not impair rights and obligations under any Stock Award granted while the Plan
is in effect except with the written consent of the Participant.

14. Effective Date of Plan.

The Plan shall become effective as determined by the Board, but no Stock
Award shall be exercised (or, in the case of a stock bonus, shall be granted)
unless and until the Plan has been approved by the shareholders of the Company,
which approval shall be within twelve (12) months before or after the date the
Plan is adopted by the Board.

15. Choice of Law.

All questions concerning the construction, validity and interpretation of
this Plan shall be governed by the law of the State of Nevada, without regard
to such state's conflict of laws rules. Provided, however, if the company
reincorporates in Delaware, then all questions concerning the construction,
validity and interpretation of this Plan shall be governed by the law of the
State of Delaware, without regard to such state's conflict of laws rules.

15.

<PAGE>

EXHIBIT 10.2

Netivation.com, Inc.
1999 Employee Stock Purchase Plan

Adopted by Board of Directors March 3, 1999
Approved by Stockholders _______________ , 1999
Termination Date: None

1. Purpose.

(a) The purpose of the Plan is to provide a means by which Employees of the
Company and certain designated Affiliates may be given an opportunity to
purchase Shares of the Company.

(b) The Company, by means of the Plan, seeks to retain the services of such
Employees, to secure and retain the services of new Employees and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

(c) The Company intends that the Rights to purchase Shares granted under
the Plan be considered options issued under an "employee stock purchase plan,"
as that term is defined in Section 423(b) of the Code.

2. Definitions.

(a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

(b) "Board" means the Board of Directors of the Company.

(d) "Committee" means a Committee appointed by the Board in accordance with
subsection 3(c) of the Plan.

(e) "Company" means Netivation.com, Inc.

(f) "Director" means a member of the Board.

(g) "Eligible Employee" means an Employee who meets the requirements set
forth in the Offering for eligibility to participate in the Offering.

1999 EMPLOYEE STOCK PURCHASE PLAN - 1
<PAGE>

(h) "Employee" means any person, including Officers and Directors, employed
by the Company or an Affiliate of the Company. Neither service as a Director
nor payment of a director's fee shall be sufficient to constitute "employment"
by the Company or the Affiliate.

(i) "Employee Stock Purchase Plan" means a plan that grants rights intended
to be options issued under an "employee stock purchase plan," as that term is
defined in Section 423(b) of the Code.

(j) "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.

(k) "Fair Market Value" means the value of a security, as determined in
good faith by the Board. Unless otherwise provided in the Offering, if the
security is listed on any established stock exchange or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, the Fair Market Value of the
security shall be the closing sales price (rounded up where necessary to the
nearest whole cent) for such security (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the relevant security of the Company) on the
trading day prior to the relevant determination date, as reported in The Wall
Street Journal or such other source as the Board deems reliable.

(l) "Non-Employee Director" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-
employee director" for purposes of Rule 16b-3.

(m) "Offering" means the grant of Rights to purchase Shares under the Plan
to Eligible Employees.

(n) "Offering Date" means a date selected by the Board for an Offering to
commence.

(o) "Outside Director" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
the Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an

1999 EMPLOYEE STOCK PURCHASE PLAN - 2
<PAGE>

"affiliated corporation" for services in any capacity other than as a Director,
or (ii) is otherwise considered an "outside director" for purposes of Section
162(m) of the Code.

(p) "Participant" means an Eligible Employee who holds an outstanding Right
granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Right granted under the Plan.

(q) "Plan" means this 1999 Employee Stock Purchase Plan.

(r) "Purchase Date" means one or more dates established by the Board during
an Offering on which Rights granted under the Plan shall be exercised and
purchases of Shares carried out in accordance with such Offering.

(s) "Right" means an option to purchase Shares granted pursuant to the
Plan.

(t) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3 as in effect with respect to the Company at the time discretion is
being exercised regarding the Plan.

(u) "Securities Act" means the United States Securities Act of 1933, as
amended.

(v) "Share" means a share of the common stock of the Company.

3. Administration.

(a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).
Whether or not the Board has delegated administration, the Board shall have the
final power to determine all questions of policy and expediency that may arise
in the administration of the Plan.

(b) The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

(i) To determine when and how Rights to purchase Shares shall be
granted and the provisions of each Offering of such Rights (which need not be
identical).

(ii) To designate from time to time which Affiliates of the Company
shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and Rights granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the

1999 EMPLOYEE STOCK PURCHASE PLAN - 3
<PAGE>

exercise of this power, may correct any defect, omission or inconsistency in the
Plan, in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective.

(iv) To amend the Plan as provided in Section 14.

(v) Generally, to exercise such powers and to perform such acts as it
deems necessary or expedient to promote the best interests of the Company and
its Affiliates and to carry out the intent that the Plan be treated as an
Employee Stock Purchase Plan.

(c) The Board may delegate administration of the Plan to a Committee of the
Board composed of two (2) or more members, all of the members of which Committee
may be, in the discretion of the Board, Non-Employee Directors and/or Outside
Directors. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee of two
(2) or more Outside Directors any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or such a subcommittee), subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.

4. Shares Subject to the Plan.

(a) Subject to the provisions of Section 13 relating to adjustments upon
changes in securities, the Shares that may be sold pursuant to Rights granted
under the Plan shall not exceed in the aggregate One Million (1,000,000) Shares.
If any Right granted under the Plan shall for any reason terminate without
having been exercised, the Shares not purchased under such Right shall again
become available for the Plan.

(b) The Shares subject to the Plan may be unissued Shares or Shares that
have been bought on the open market at prevailing market prices or otherwise.

5. Grant of Rights; Offering.

(a) The Board may from time to time grant or provide for the grant of
Rights to purchase Shares of the Company under the Plan to Eligible Employees in
an Offering on an Offering Date or Dates selected by the Board. Each Offering
shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate, which shall comply with the requirements of Section
423(b)(5) of the Code that all Employees granted Rights to purchase Shares under
the Plan shall have the same rights and privileges. The terms and conditions of
an Offering shall be incorporated by reference into the Plan and treated as part
of the Plan. The provisions of separate Offerings need not be identical, but
each Offering shall include (through incorporation of the provisions of this
Plan by reference in the document comprising the Offering or otherwise) the
period during which the Offering shall be effective, which period shall not

1999 EMPLOYEE STOCK PURCHASE PLAN - 4
<PAGE>

exceed twenty-seven (27) months beginning with the Offering Date, and the
substance of the provisions contained in Sections 6 through 9, inclusive.

(b) If a Participant has more than one Right outstanding under the Plan,
unless he or she otherwise indicates in agreements or notices delivered
hereunder: (i) each agreement or notice delivered by that Participant will be
deemed to apply to all of his or her Rights under the Plan, and (ii) an earlier-
granted Right (or a Right with a lower exercise price, if two Rights have
identical grant dates) will be exercised to the fullest possible extent before a
later-granted Right (or a Right with a higher exercise price if two Rights have
identical grant dates) will be exercised.

6. Eligibility.

(a) Rights may be granted only to Employees of the Company or, as the Board
may designated as provided in subsection 3(b), to Employees of an Affiliate.
Except as provided in subsection 6(b), an Employee shall not be eligible to be
granted Rights under the Plan unless, on the Offering Date, such Employee has
been in the employ of the Company or the Affiliate, as the case may be, for such
continuous period preceding such grant as the Board may require, but in no event
shall the required period of continuous employment be equal to or greater than
two (2) years.

(b) The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee will, on a date or dates specified
in the Offering which coincides with the day on which such person becomes an
Eligible Employee or which occurs thereafter, receive a Right under that
Offering, which Right shall thereafter be deemed to be a part of that Offering.
Such Right shall have the same characteristics as any Rights originally granted
under that Offering, as described herein, except that:

(i) the date on which such Right is granted shall be the "Offering
Date" of such Right for all purposes, including determination of the exercise
price of such Right;

(ii) the period of the Offering with respect to such Right shall begin
on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board may provide that if such person first becomes an
Eligible Employee within a specified period of time before the end of the
Offering, he or she will not receive any Right under that Offering.

(c) No Employee shall be eligible for the grant of any Rights under the
Plan if, immediately after any such Rights are granted, such Employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of
this subsection 6(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any Employee, and stock which such Employee

1999 EMPLOYEE STOCK PURCHASE PLAN - 5
<PAGE>

may purchase under all outstanding rights and options shall be treated as
stock owned by such Employee.

(d) An Eligible Employee may be granted Rights under the Plan only if such
Rights, together with any other Rights granted under all Employee Stock
Purchase Plans of the Company and any Affiliates, as specified by Section
423(b)(8) of the Code, do not permit such Eligible Employee's rights to
purchase Shares of the Company or any Affiliate to accrue at a rate which
exceeds twenty five thousand dollars ($25,000) of the fair market value of
such Shares (determined at the time such Rights are granted) for each
calendar year in which such Rights are outstanding at any time.

(e) The Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the
Code shall not be eligible to participate.

7. Rights; Purchase Price.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering
made under the Plan, shall be granted the Right to purchase up to the
number of Shares purchasable either:

(i) with a percentage designated by the Board not exceeding fifteen
percent (15%) of such Employee's Earnings (as defined by the Board in each
Offering) during the period which begins on the Offering Date (or such
later date as the Board determines for a particular Offering) and ends on
the date stated in the Offering, which date shall be no later than the end
of the Offering; or

(ii) with a maximum dollar amount designated by the Board that, as the
Board determines for a particular Offering, (1) shall be withheld, in whole
or in part, from such Employee's Earnings (as defined by the Board in each
Offering) during the period which begins on the Offering Date (or such
later date as the Board determines for a particular Offering) and ends on
the date stated in the Offering, which date shall be no later than the end
of the Offering and/or (2) shall be contributed, in whole or in part, by
such Employee during such period.

(b) The Board shall establish one or more Purchase Dates during an Offering
on which Rights granted under the Plan shall be exercised and purchases of
Shares carried out in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Board may
specify a maximum amount of Shares that may be purchased by any Participant
as well as a maximum aggregate amount of Shares that may be purchased by
all Participants pursuant to such Offering. In addition, in connection with
each Offering that contains more than one Purchase Date, the Board may
specify a maximum aggregate amount of Shares which may be purchased by all

1999 EMPLOYEE STOCK PURCHASE PLAN - 6
<PAGE>

Participants on any given Purchase Date under the Offering. If the aggregate
purchase of Shares upon exercise of Rights granted under the Offering would
exceed any such maximum aggregate amount, the Board shall make a pro rata
allocation of the Shares available in as nearly a uniform manner as shall be
practicable and as it shall deem to be equitable.

(d) The purchase price of Shares acquired pursuant to Rights granted under
the Plan shall be not less than the lesser of:

(i) an amount equal to eighty-five percent (85%) of the fair market
value of the Shares on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the fair market
value of the Shares on the Purchase Date.

8. Participation; Withdrawal; Termination.

(a) An Eligible Employee may become a Participant in the Plan pursuant to
an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board of such Employee's Earnings during the Offering (as
defined in each Offering). The payroll deductions made for each Participant
shall be credited to a bookkeeping account for such Participant under the Plan
and either may be deposited with the general funds of the Company or may be
deposited in a separate account in the name of, and for the benefit of, such
Participant with a financial institution designated by the Company. To the
extent provided in the Offering, a Participant may reduce (including to zero) or
increase such payroll deductions. To the extent provided in the Offering, a
Participant may begin such payroll deductions after the beginning of the
Offering. A Participant may make additional payments into his or her account
only if specifically provided for in the Offering and only if the Participant
has not already had the maximum permitted amount withheld during the Offering.

(b) At any time during an Offering, a Participant may terminate his or her
payroll deductions under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides.
Such withdrawal may be elected at any time prior to the end of the Offering
except as provided by the Board in the Offering. Upon such withdrawal from the
Offering by a Participant, the Company shall distribute to such Participant all
of his or her accumulated payroll deductions (reduced to the extent, if any,
such deductions have been used to acquire Shares for the Participant) under the
Offering, without interest unless otherwise specified in the Offering, and such
Participant's interest in that Offering shall be automatically terminated. A
Participant's withdrawal from an Offering will have no effect upon such
Participant's eligibility to participate in any other Offerings under the Plan
but such Participant will be required to deliver a new participation agreement
in order to participate in subsequent Offerings under the Plan.

1999 EMPLOYEE STOCK PURCHASE PLAN - 7
<PAGE>

(c) Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating Employee's employment with the
Company or a designated Affiliate for any reason (subject to any post-employment
participation period required by law) or other lack of eligibility. The Company
shall distribute to such terminated Employee all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have been
used to acquire Shares for the terminated Employee) under the Offering, without
interest unless otherwise specified in the Offering. If the accumulated payroll
deductions have been deposited with the Company's general funds, then the
distribution shall be made from the general funds of the Company, without
interest. If the accumulated payroll deductions have been deposited in a
separate account with a financial institution as provided in subsection 8(a),
then the distribution shall be made from the separate account, without interest
unless otherwise specified in the Offering.

(d) Rights granted under the Plan shall not be transferable by a
Participant otherwise than by will or the laws of descent and distribution, or
by a beneficiary designation as provided in Section 15 and, otherwise during his
or her lifetime, shall be exercisable only by the person to whom such Rights are
granted.

9. Exercise.

(a) On each Purchase Date specified therefor in the relevant Offering, each
Participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of Shares up to the maximum amount of Shares
permitted pursuant to the terms of the Plan and the applicable Offering, at the
purchase price specified in the Offering. No fractional Shares shall be issued
upon the exercise of Rights granted under the Plan unless specifically provided
for in the Offering.

(b) Unless otherwise specifically provided in the Offering, the amount, if
any, of accumulated payroll deductions remaining in any Participant's account
after the purchase of Shares that is equal to the amount required to purchase
one or more whole Shares on the final Purchase Date of the Offering shall be
distributed in full to the Participant at the end of the Offering, without
interest. If the accumulated payroll deductions have been deposited with the
Company's general funds, then the distribution shall be made from the general
funds of the Company, without interest. If the accumulated payroll deductions
have been deposited in a separate account with a financial institution as
provided in subsection 8(a), then the distribution shall be made from the
separate account, without interest unless otherwise specified in the Offering.

(c) No Rights granted under the Plan may be exercised to any extent unless
the Shares to be issued upon such exercise under the Plan (including Rights
granted thereunder) are covered by an effective registration statement pursuant
to the Securities Act and the Plan is in material compliance with all applicable
state, foreign and other securities and other laws applicable to the Plan. If
on a Purchase Date in any Offering hereunder the Plan is not so registered or in
such

1999 EMPLOYEE STOCK PURCHASE PLAN - 8
<PAGE>

compliance, no Rights granted under the Plan or any Offering shall be exercised
on such Purchase Date, and the Purchase Date shall be delayed until the Plan is
subject to such an effective registration statement and such compliance, except
that the Purchase Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months from the
Offering Date. If, on the Purchase Date of any Offering hereunder, as delayed to
the maximum extent permissible, the Plan is not registered and in such
compliance, no Rights granted under the Plan or any Offering shall be exercised
and all payroll deductions accumulated during the Offering (reduced to the
extent, if any, such deductions have been used to acquire Shares) shall be
distributed to the Participants, without interest unless otherwise specified in
the Offering. If the accumulated payroll deductions have been deposited with the
Company's general funds, then the distribution shall be made from the general
funds of the Company, without interest. If the accumulated payroll deductions
have been deposited in a separate account with a financial institution as
provided in subsection 8(a), then the distribution shall be made from the
separate account, without interest unless otherwise specified in the Offering.

10. Covenants of the Company.

(a) During the terms of the Rights granted under the Plan, the Company
shall ensure that the amount of Shares required to satisfy such Rights are
available.

(b) The Company shall seek to obtain from each federal, state, foreign or
other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell Shares upon exercise of the
Rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of Shares under the Plan, the Company shall be relieved from any liability for
failure to issue and sell Shares upon exercise of such Rights unless and until
such authority is obtained.

11. Use of Proceeds from Shares.

Proceeds from the sale of Shares pursuant to Rights granted under the Plan
shall constitute general funds of the Company.

12. Rights as a Stockholder.

A Participant shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, Shares subject to Rights granted under
the Plan unless and until the Participant's Shares acquired upon exercise of
Rights under the Plan are recorded in the books of the Company.

1999 EMPLOYEE STOCK PURCHASE PLAN - 9
<PAGE>

13. Adjustments upon Changes in Securities.

(a) If any change is made in the Shares subject to the Plan, or subject to
any Right, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of Shares subject to the Plan pursuant to subsection 4(a), and the
outstanding Rights will be appropriately adjusted in the class(es), number of
Shares and purchase limits of such outstanding Rights. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a transaction that does not involve the receipt of consideration by
the Company.)

(b) In the event of: (i) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (ii) a merger or consolidation
in which the Company is not the surviving corporation; or (iii) a reverse merger
in which the Company is the surviving corporation but the Shares outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then: (1)
any surviving or acquiring corporation shall assume Rights outstanding under the
Plan or shall substitute similar rights (including a right to acquire the same
consideration paid to Stockholders in the transaction described in this
subsection 13(b)) for those outstanding under the Plan, or (2) in the event any
surviving or acquiring corporation refuses to assume such Rights or to
substitute similar rights for those outstanding under the Plan, then, as
determined by the Board in its sole discretion such Rights may continue in full
force and effect or the Participants' accumulated payroll deductions (exclusive
of any accumulated interest which cannot be applied toward the purchase of
Shares under the terms of the Offering) may be used to purchase Shares
immediately prior to the transaction described above under the ongoing Offering
and the Participants' Rights under the ongoing Offering thereafter terminated.

14. Amendment of the Plan.

(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 13 relating to adjustments upon changes
in securities and except as to minor amendments to benefit the administration of
the Plan, to take account of a change in legislation or to obtain or maintain
favorable tax, exchange control or regulatory treatment for Participants or the
Company or any Affiliate, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary for
the Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3
under the Exchange Act and any Nasdaq or other securities exchange listing
requirements. Currently under the Code, stockholder approval within twelve (12)
months before or after the adoption of the amendment is required where the
amendment will:

1999 EMPLOYEE STOCK PURCHASE PLAN - 10
<PAGE>

(i) Increase the amount of Shares reserved for Rights under the Plan;

(ii) Modify the provisions as to eligibility for participation in the
Plan to the extent such modification requires stockholder approval in order for
the Plan to obtain employee stock purchase plan treatment under Section 423 of
the Code or to comply with the requirements of Rule 16b-3; or

(iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to obtain employee stock purchase
plan treatment under Section 423 of the Code or to comply with the requirements
of Rule 16b-3.

(b) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Employee Stock Purchase Plans
and/or to bring the Plan and/or Rights granted under it into compliance
therewith.

(c) Rights and obligations under any Rights granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, except with the consent
of the person to whom such Rights were granted, or except as necessary to comply
with any laws or governmental regulations, or except as necessary to ensure that
the Plan and/or Rights granted under the Plan comply with the requirements of
Section 423 of the Code.

15. Designation of Beneficiary.

(a) A Participant may file a written designation of a beneficiary who is to
receive any Shares and/or cash, if any, from the Participant's account under the
Plan in the event of such Participant's death subsequent to the end of an
Offering but prior to delivery to the Participant of such Shares and cash. In
addition, a Participant may file a written designation of a beneficiary who is
to receive any cash from the Participant's account under the Plan in the event
of such Participant's death during an Offering.

(b) The Participant may change such designation of beneficiary at any time
by written notice. In the event of the death of a Participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Participant's death, the Company shall deliver such Shares and/or
cash to the executor or administrator of the estate of the Participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its sole discretion, may deliver such Shares and/or
cash to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

1999 EMPLOYEE STOCK PURCHASE PLAN - 11
<PAGE>

17. Termination or Suspension of the Plan.

(a) The Board in its discretion may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate at the time that all
of the Shares subject to the Plan's reserve, as increased and/or adjusted from
time to time, have been issued under the terms of the Plan. No Rights may be
granted under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any Rights granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except as
expressly provided in the Plan or with the consent of the person to whom such
Rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan and/or
Rights granted under the Plan comply with the requirements of Section 423 of the
Code.

18. Effective Date of Plan.

The Plan shall become effective as determined by the Board, but no Rights
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted by the Board, which date may be prior to the
effective date set by the Board.

1999 EMPLOYEE STOCK PURCHASE PLAN - 12

<PAGE>

Exhibit 10.3
IRREVOCABLE NON-QUALIFIED OPTION AGREEMENT

This Irrevocable Non-Qualified Option Agreement ("Agreement") is entered
into and is effective as of June 25, 1998, between NETIVATION, INC., a Nevada
corporation, (the "Corporation") and IDAHO CONSULTING INTERNATIONAL ("ICI"), an
Idaho sole proprietorship.

R E C I T A L S :

A. ICI has provided consulting services to the Corporation regarding the
Corporation's business and equity capitalization.

B. The Corporation has agreed to compensate ICI for those services by
granting ICI an option to purchase shares of the Corporation's stock.

C. The parties wish to now specify the terms and conditions relating to
the option to be granted to ICI.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth below, the above recitals (which are a material part hereof and
incorporated herein by reference), and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Corporation
and ICI agree as follows:

1. Grant of Option Rights.

The Corporation grants to ICI an option (the "Option Rights") to purchase
250,000 shares of the common stock of the Corporation (the "Option Shares")
under and subject to the terms and conditions of this Agreement.

2. Terms of Option Rights.

The Option Rights have vested in ICI, and may be exercised in accordance
with the terms of this Agreement.

3. Irrevocable and Assignable.

3.1 Subject to the express terms hereof, the Option Rights are
irrevocable by the Corporation and the Option Rights shall be freely assignable
or transferable by ICI as if the shares of stock were issued. Provided, however,
that ICI will not assign or transfer the Option Rights unless it does so at its
own expense and in accordance with applicable federal and state securities laws
and regulations.

3.2 ICI will be assigning one-half (1/2) of the Option Rights to
Moffatt, Thomas, Barrett, Rock & Fields, Chtd. ("Moffatt") for the legal
services Moffatt has rendered to the Corporation and ICI. Moffatt will receive
those rights in full substitution of ICI as if Moffatt were a party to this
Agreement.
<PAGE>

4. Exercise of Option.

ICI may exercise its Option Rights as to all or any part of its Option
Shares by delivering to the Corporation at its corporate headquarters, or such
other location as the Corporation may designate from time to time, written
notice of the intention to purchase Option Shares together with the sum of One
and One-Half Cents ($.015) per Option Share to be purchased (the "Option
Price"). Option Shares may not be purchased in increments of less than 1,000
shares, unless it is for the purchase of all the remaining Option Shares.

5. Issuance of Option Shares.

Upon receipt of the items and information specified in Section 4, the
Corporation shall issue the requisite Option Shares and record the issuance in
its stock register accordingly; provided, however, the Corporation shall have no
obligation to issue fractional shares; and provided further that stock
certificates issued shall bear any restrictive legend required by any agreement
among the Corporation's shareholders or by pertinent law.

6. Restrictive Legend.

This Agreement has not been registered under the Securities Act of 1933 or
any state securities act. Any transfer of this Agreement or the Option Rights
will be invalid unless a registration statement under said act(s) is in effect
as to such transfer or, in the opinion of the Corporation's counsel, such
registration is unnecessary in order for such transfer to comply with said
act(s).

The above legend may be required on any shares of stock issued pursuant to
this Agreement if the stock is deemed by the Corporation to be "restricted
securities" at the time of issuance.

7. Conditions Applying to the Option Shares.

7.1 If the Corporation subsequently authorizes or issues other classes
of common stock during the term hereof, the Option Shares not yet purchased by
ICI shall be the kind and amount of shares that ICI would have received had the
Option Rights been exercised immediately prior to such event.

7.2 The Option Shares shall be subject to adjustment from time to time
as follows:

7.2.1 If, at any time before the Option Rights are fully exercised
or expire, the total number of shares of the Corporation's common stock
outstanding is increased by a stock dividend or subdivision or split-up of such
outstanding shares, then concurrently with the effectiveness of such subdivision
or split-up, the number of Option Shares not yet purchased
<PAGE>

by ICI (calculated to the nearest whole share) shall be proportionately
increased, and the purchase price per share shall be proportionately decreased.

7.2.2 If, at any time before the Option Rights are fully exercised
or expire, the total number of shares of the Corporation's common stock
outstanding is decreased by a combination or reverse stock split of such
outstanding shares, then concurrently with the effectiveness of such
combination, the number of Option Shares not yet purchased by ICI (calculated to
the nearest whole share) shall be proportionately decreased, and the purchase
price per share shall be proportionately increased.

7.3 In the event of any capital reorganization or any reclassification
of the Corporation's common stock (other than a change in par value or as a
result of a stock dividend or subdivision, split-up or combination of shares),
or the consolidation or merger of the Corporation with or into another
corporation, or the sale or other disposition of all or substantially all the
properties and assets of the Corporation, then after such transaction ICI shall
be entitled to receive upon the exercise of the Option Rights, in lieu of each
Option Share, the kind and amount of shares of stock, other securities, money or
property receivable upon the consummation of such transaction by the holder of
one share of common stock of the Corporation issuable under this Agreement, as
if the Option Rights had been exercised immediately prior to such transaction.

8. Representations of ICI.

ICI represents that its principals are residents of the state of Idaho as
of the effective date of this Agreement. Except as otherwise expressly set
forth herein, ICI further represents that the Option Rights and any common stock
issued pursuant to those rights will be held for investment and not with an
intent to distribute or resell.

9. Repurchase of Stock by Corporation.

In the event that ICI terminates its consulting relationship under the
Letter of Understanding with the Corporation, either voluntary or involuntary,
ICI will have at its option, five years after such termination effective date,
and for a ninety (90) day period, the right to render any or all of its Option
Shares back to the Corporation for repurchase on the following formula basis:
The number of Option Shares x 1.25 x the last offering price per share in an
offering to unrelated parties. Said repurchase shall be on the following terms:
25% cash and a note for the remaining 75% payable monthly, interest and
principal, to ICI by the Corporation on a 5 year amortization at 0.75% interest
per month on the unpaid principal until paid in full.

10. Miscellaneous.

10.1 Entire Agreement.
<PAGE>

This Agreement constitutes the entire Agreement between the parties and no
warranties, agreements or representations have been made or shall be binding
upon either party unless herein set forth. This Agreement supersedes all prior
agreements, written or oral, between the parties relating to the Corporation's
stock. This Agreement shall be binding upon the heirs, personal
representatives, successors and assigns of the respective parties hereto.

10.2 Applicable Law.

This Agreement shall be construed in accordance with the laws of the
state of Idaho.

10.3 Notices.

Any notices or other communications required or permitted under this
Agreement shall be sufficiently given if sent by certified mail, return receipt
requested, postage prepaid, addressed as follows:

Corporation:

Anthony Paquin, President
NETIVATION, Inc.
7950 Meadowlark Way
Coeur d'Alene, ID 83815

ICI:

Managing Principal
Idaho Consulting International
P.O. Box 2082
Boise, ID 83701

with a copy to:

Mark A. Ellison
Moffatt, Thomas, Barrett, Rock & Fields
P.O. Box 829
Boise, ID 83701-0829

or other address as shall be furnished in writing by any such party, and such
notice or communication shall be deemed to have been given as of the date so
mailed.

10.4 Counterparts.
<PAGE>

This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which counterparts collectively shall
constitute one instrument representing the Agreement among the parties.

10.5 Further Assurances and Assistance.

The parties shall execute such further documents necessary to carry out
the intent of this Agreement. The parties shall meet and in good faith attempt
to resolve any conflicts, disagreements or differences in interpretation
concerning this Agreement.

10.6 Arbitration.

The parties shall attempt in good faith to resolve any controversy or
claim arising out of or relating to this Agreement, or the breach, termination,
or validity thereof (a "Dispute") promptly by negotiation among the parties. If
a Dispute has not been resolved within thirty (30) days by negotiation, the
parties shall attempt to mediate the dispute through the selection of a mutually
agreeable mediator who shall conduct such mediation in confidence. If a Dispute
is not resolved by mediation, then the Dispute shall be settled by arbitration
in accordance with the Center for Public Resources Rules for Non-Administered
Arbitration of Business Disputes by a sole arbitrator. The arbitration shall be
governed by the United States Arbitration Act, 9 U.S.C. __ 1-16, and judgment
upon the award rendered by the arbitrator may be entered by any court having
jurisdiction thereof. The place of arbitration shall be Boise, Idaho. Each party
shall be responsible for his own attorney's fees incurred during any phase of
dispute resolution.

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

NETIVATION, INC.

By /s/ Anthony Paquin
---------------------------
Anthony Paquin, President

IDAHO CONSULTING INTERNATIONAL

By /s/ Drew Wahlin
---------------------------
Drew Wahlin, Managing Principal

ACKNOWLEDGMENT:
- ---------------

Moffatt Thomas hereby acknowledges the terms and conditions of this
Agreement and recognizes that the Option Rights assigned to Moffatt Thomas
pursuant to Section 3.2 will be subject to the terms and conditions of this
Agreement.
<PAGE>

MOFFATT THOMAS

By /s/ Paul S. Street
--------------------------
Paul S. Street, President
<PAGE>

AMENDMENT TO IRREVOCABLE NON-QUALIFIED OPTION AGREEMENT

This Amendment to the Irrevocable Non-Qualified Option Agreement is
made and entered into this 26th day of February, 1999, by and between
NETIVATION.COM, INC., a Nevada corporation, (the "Corporation") and IDAHO
CONSULTING INTERNATIONAL ("ICI"), an Idaho sole proprietorship.

RECITALS

A. Corporation and ICI entered into an Irrevocable Non-Qualified Option
Agreement dated June 25, 1998 (the "Option Agreement") providing ICI an
option to purchase 250,000 shares of the common stock of the Corporation.

B. The parties wish to amend the Option Agreement to clarify their
understanding that the Corporation is required to repurchase Option Shares
only if the Corporation's common stock is not publicly traded and then only
during the ninety (90) day period commencing June 26, 2003.

AGREEMENT

NOW THEREFORE, in consideration of the above recitals, which are
incorporated herein by reference, and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
amend the Option Agreement as follows:

1. Section 9 of the Option Agreement shall be amended in its entirety to
read as follows:

9. REPURCHASE OF STOCK BY CORPORATION.

ICI will have at its option, during the ninety (90) day period
commencing June 26, 2003, the right to tender any or all of its Option
Shares back to the Corporation for repurchase on the following formula
basis: The number of Option Shares x 1.25 x the last offering price
per share in an offering to unrelated parties. Said repurchase shall
be on the following terms: 25% cash and a note for the remaining 75%
payable monthly, interest and principal, to ICI by the Corporation on
a 5 year amortization at 0.75% interest per month on the unpaid
principal until paid in full. Provided, however, this Section 9 shall
not apply if the Corporation's common stock is publicly traded on a
recognized securities exchange or national market system.

2. In all other respects, the Option Agreement and all its terms remain
unchanged.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Amendment the day
and year first written above.

CORPORATION:

NETIVATION.COM, INC.

By /s/ Anthony Paquin
----------------------------
Anthony Paquin, President

ICI:

IDAHO CONSULTING INTERNATIONAL

By /s/ Drew Wahlin
----------------------------
Drew Wahlin, Managing Principal

ACKNOWLEDGMENT:

Moffatt Thomas hereby acknowledges the Amendment to Irrevocable Non-
Qualified Option Agreement and recognizes that the Option Rights assigned to
Moffatt Thomas will be subject to this Amendment.

MOFFATT THOMAS BARRETT ROCK & FIELDS, CHTD.

By /s/ Morgan W. Richards, Jr.
----------------------------
Vice-President of the Firm
<PAGE>

ASSIGNMENT OF AGREEMENT

For value received, Idaho Consulting International ("ICI") hereby
conveys, assigns, and transfers to Moffatt, Thomas, Barrett, Rock & Fields,
Chtd., an Idaho professional services corporation ("MTBR&F"), one half of
Assignor's right, title, and interest in and to the Irrevocable Non-Qualified
Option Agreement (the "Agreement") dated as of June 25, 1998, between ICI and
Netivation, Inc., a Novada corporation, together with all rights accrued or to
accrue under the Agreement. A true and correct copy of the Agreement is attached
as Exhibit A. ICI represents and warrants that it is the sole owner of the
Agreement and the rights and interests thereunder, and that it is free to
transfer a one half interest in the Agreement to MTBR&F, and that there are no
liens, security interests or other encumbrances on said Agreement or the rights
and interests thereunder. The execution, delivery, and performance by ICI of
this Assignment has been duly validly authorized by all necessary action of ICI.

Dated: June 25, 1998.

Idaho Consulting International

BY: /s/ Drew Wahlin
------------------------------
Drew Wahlin, Managing Principal

Acknowledged and Accepted as of July 24, 1998.

Netivation, Inc.

By: /s/ Anthony Paquin
------------------------------
Anthony Paquin, President

<PAGE>

EXHIBIT 10.4

<TABLE>
<CAPTION>
NETIVATION.COM, INC.
RESTRICTED STOCK OFFER TO NON-EMPLOYEE DIRECTORS
UNDER THE NON-QUALIFIED STOCK OPTION AND RESTRICTED STOCK PLAN
<S> <C>
RESTRICTED STOCK OFFER
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AWARDED TO AWARD NUMBER OF VALUE
PARTICIPANT DATE SHARES AWARDED PER SHARE
------------------------------------------------------------------
Name & Address
VESTING DATE

- ---------------------------------------------------------------------------------------------------
</TABLE>
Netivation.com Inc. (the "Company") hereby automatically awards to the
Participant pursuant to the Non-qualified Stock Option and Restricted Stock Plan
(the "Plan") the above-stated number of shares of common stock of the Company
("Company Stock"). The shares of Company Stock awarded are subject to
restrictions imposed by the Plan ("Restricted Stock"). Until the restrictions
lapse, the Restricted Stock is forfeitable and nontransferable. The Plan shall
be administered by the Board of Directors of the Company (the "Board") in
accordance with the terms of the Plan. The Board of Directors may delegate its
administrative responsibilities under the Plan to the Company's Compensation
Committee. Any controversy which shall arise pursuant to this Restricted Stock
Offer ("Agreement") or the Plan shall be resolved by the Board as it deems
proper, and any decision of the Board shall be final and conclusive.

The terms of the Plan are hereby incorporated into this Agreement by
this reference. In the case of any conflict between the Plan and this Agreement,
the terms of the Plan shall control. Capitalized terms not defined in this
Agreement shall have the meanings assigned to such terms in the Plan. The Plan
is registered with the Securities Exchange Commission and a copy of the Plan is
available from the Corporate Secretary upon request.

1. Vesting Provisions. When shares of Restricted Stock become
------------------
"vested," they become nonforfeitable and freely transferrable.
On December 31, 1999, all of your Restricted Stock shall become
fully vested if you are a Director on that date. Until vested,
your Restricted Stock is subject to the restrictions described
in Sections 2 and 3 of this Agreement.

2. Transfer Restrictions. You hereby agree that you will not sell,
---------------------
assign, transfer, pledge, hypothecate or otherwise encumber or
dispose of any of your shares of Restricted Stock or subject the
same to any security interest of any kind whatsoever prior to
the time such shares shall become fully vested.

3. Forfeiture of Restricted Stock.
------------------------------

(a) If you cease to be a Director before your Restricted
Stock has become vested, your shares of Restricted Stock
will be forfeited.

(b) To facilitate the cancellation of any shares of
Restricted Stock pursuant to paragraph (a) above, you
hereby appoint the Corporate Secretary as your attorney
in fact, with full power of substitution, and authorize
him or her, upon the occurrence of a forfeiture pursuant
to paragraph (a) above, to notify the Company's
registrar and transfer agent of the forfeiture of such
shares and to deliver to the registrar and transfer
agent the certificate representing such shares together
with instructions to cancel the shares forfeited. The
registrar and transfer agent shall be entitled to rely
upon any notices and instructions delivered by your
attorney in fact concerning a forfeiture under the terms
of this letter agreement.
<PAGE>

4. Legend on Stock Certificates. The stock certificate
----------------------------
representing your Restricted Stock shall be conspicuously
endorsed with the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
AND SUBJECT TO: (i) ALL TERMS, CONDITIONS, AND RESTRICTIONS
OF THE NON-QUALIFIED STOCK OPTION AND RESTRICTED STOCK PLAN,
AND (ii) THE TERMS OF THE RESTRICTED STOCK OFFER PURSUANT TO
WHICH THE SHARES REPRESENTED HEREBY WERE ORIGINALLY ISSUED,
COPIES OF WHICH ARE ON FILE AND AVAILABLE FOR INSPECTION
DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL OFFICES OF
NETIVATION.COM, INC."

5. Custody of Certificates. Custody of stock certificates
-----------------------
evidencing shares of Restricted Stock shall be retained by the
Company. The Company shall deliver to you one or more stock
certificates evidencing your shares of Restricted Stock when
they have become nonforfeitable and transferable.

6. Rights as a Shareholder. Subject to the provisions of this
-----------------------
Agreement, you will have all of the rights of a holder of the
Company's common stock with respect to all of your Restricted
Stock from the date such shares are issued to you, including the
right to vote such shares and to receive any dividends or other
distributions paid thereon.

7. Fractional Shares. Fractional shares shall not be issuable
-----------------
hereunder, and when any provision hereof or the Plan may
entitled you to a fractional interest, such fraction shall be
disregarded.

8. Change in Capital Structure. The award of Restricted Stock
---------------------------
hereby made shall be adjusted pursuant to the Plan as the
Company's Compensation Committee determines is equitably
required in the event of a dividend, spin-off, stock split-up,
subdivision, consolidation, reverse stock split, or combination
of shares of Company Stock or other similar changes in
capitalization as provided in the Plan.

9. Conflicts. In the event of any conflict between the provisions
---------
of the Plan as in effect on the date of grant and the provisions
of this Agreement, the provisions of the Plan shall govern. You
hereby acknowledge receipt of a copy of the Plan and agree to be
bound by all the terms and provisions thereof.

10. Tax Liability. Under the Internal Revenue Code, as a general
-------------
rule, you will have to recognize ordinary income on the fair
market value of shares of Restricted Stock when the shares
become vested. However, Section 83(b) of the Internal Revenue
Code gives you an opportunity to elect to include as income the
present fair market value of the Restricted Stock at the time
you receive the Restricted Stock. If you make this election, all
of the Restricted Stock you specify to be covered by the
election will be taxable to you based upon the value of the
shares on January 31, 1999, and will not become taxable to you
when the shares later become vested. The Section 83(b) election
is irrevocable. If you wish to make this election, the election
-----------------------------------------------
must be made within 30 days after you have acquired a beneficial
----------------------------------------------------------------
interest in the Restricted Stock. You will be deemed to have
-------------------------------------------------------------
received the Restricted Stock on the date of the award (i.e.,
-------------------------------------------------------------
January 31, 1999), and the 30-day election period will begin on
---------------------------------------------------------------
that date. You should consult with your tax advisor about
----------------------------------------------------------
whether this election is appropriate for you. In deciding
--------------------------------------------
whether to make such election, you should keep in mind you must
be a Director on the date the shares of Restricted Stock become
vested, as provided in Section 1. If the Section 83(b) election
is made, you will be subject to tax on the Restricted Stock even
though it is later forfeited. If shares of Restricted Stock are
later forfeited that have been taxed because of an election
under Section 83(b), you can claim a capital loss in the amount
previously reported with respect to those shares for the year in
which the forfeiture occurs.

11. Binding Effect. Subject to the limitations stated above and in
--------------
the Plan, this Agreement shall be binding upon and inure to the
benefit of your legatees, distributee, and personal
representatives and the successors of the Company.

-2-
<PAGE>

12. Lock-Up. All Shares issued pursuant to the Plan shall be subject
-------
to any and all transfer restrictions provided for in any and all
lock-up agreements between the Company and any and all
underwriters that are in effect at the time of issuance of any
such Shares.

13. Acceptance of Award. You may accept this award and elect to
-------------------
receive your Restricted Stock, subject to the registration and
listing of the shares issuable under the Plan, by signing and
returning the enclosed copy of this award Agreement. Your
signature will also evidence your Agreement to the terms and
conditions set forth herein and to which this award and the
shares of Restricted Stock are subject.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed,
as of the date of grant shown above.

NETIVATION.COM, INC.

By
-----------------------------------
Anthony Paquin, President and Chief
Executive Officer

I hereby acknowledge receipt of the above Restricted Stock Offer and the Non-
qualified Stock Option and Restricted Stock Plan, and I agree to conform to all
the terms and conditions of this Agreement and the Plan.

Date Signature
------------------------ -------------------------------
Name of Participant

-3-

<PAGE>

EXHIBIT 10.5

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (the "Agreement") is made and entered into this
____ day of ___________, 1999, by and between NETIVATION.COM, INC., a Delaware
corporation (the "Corporation"), and ______________________________________
("Agent").

R E C I T A L S

WHEREAS, Agent performs a valuable service to the Corporation in his
capacity as a Director of the Corporation;

WHEREAS, the stockholders of the Corporation have adopted bylaws (the
"Bylaws") providing for the indemnification of the directors, officers,
employees, and other agents of the Corporation, including persons serving at the
request of the Corporation in such capacities with other corporations or
enterprises, as authorized by the Delaware General Corporation Law, as amended
("Delaware Law");

WHEREAS, the Bylaws and Delaware Law, by their nonexclusive nature, permit
contracts between the Corporation and its agents, officers, employees, and other
agents with respect to indemnification of such persons; and

WHEREAS, in order to induce Agent to continue to serve as a Director of the
Corporation, the Corporation has determined and agreed to enter into this
Agreement with Agent;

NOW, THEREFORE, in consideration of Agent's continued service as a Director
after the date hereof, the parties hereto agree as follows:

A G R E E M E N T

1. Services to the Corporation. Agent will serve, at the will of the
Corporation or under separate contract, if any such contract exists, as a
Director of the Corporation or as a director, officer, or other fiduciary of an
affiliate of the Corporation (including any employee benefit plan of the
Corporation) faithfully and to the best of his or her ability so long as he or
she is duly elected and qualified in accordance with the provisions of the
Bylaws or other applicable charter documents of the Corporation or such
affiliate; provided, however, that Agent may at any time and for any reason
resign from such position (subject to any contractual obligation that Agent may
have assumed apart from this Agreement) and that the Corporation or any
affiliate shall have no obligation under this Agreement to continue Agent in any
such position.

2. Indemnity of Agent. The Corporation hereby agrees to hold harmless and
indemnify Agent to the fullest extent authorized or permitted by the provisions
of the Bylaws and

INDEMNITY AGREEMENT - 1
<PAGE>

Delaware Law, as the same may be amended from time to time (but only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than the Bylaws or Delaware Law permitted prior to
adoption of such amendment).

3. Additional Indemnity. In addition to and not in limitation of the
indemnification otherwise provided for herein, and subject only to the
exclusions set forth in Section 4 hereof, the Corporation hereby further agrees
to hold harmless and indemnify Agent:

(a) against any and all expenses (including attorneys' fees), witness
fees, judgments, fines, and amounts paid in settlement and any other amounts
that Agent becomes legally obligated to pay because of any claim or claims made
against or by him in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, arbitration,
administrative, or investigative (including an action by or in the right of the
Corporation) to which Agent is, was, or at any time becomes a party, or is
threatened to be made a party, by reason of the fact that Agent is, was, or at
any time becomes a director, officer, employee, or other agent of Corporation,
or is or was serving or at any time serves at the request of the Corporation as
a director, officer, employee, or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise;
and

(b) otherwise to the fullest extent as may be provided to Agent by the
Corporation under the nonexclusivity provisions of Delaware Law and Article X of
the Bylaws.

4. Limitations on Additional Indemnity. No indemnity pursuant to Section
3 hereof shall be paid by the Corporation:

(a) on account of any claim against Agent for an accounting of profits
made from the purchase or sale by Agent of securities of the Corporation
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any federal, state, or
local statutory law;

(b) on account of Agent's conduct that is established by final judgment
is knowingly fraudulent or deliberately dishonest or that constituted willful
misconduct;

(c) on account of Agent's conduct that is established by final judgment
is constituting a breach of Agent's duty of loyalty to the Corporation or
resulted in any personal profit or advantage to which Agent was not legally
entitled;

(d) for which payment is actually made to Agent under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause,
bylaw, or agreement, except in respect of any excess beyond payment under such
insurance, clause, bylaw, or agreement;

(e) if indemnification is not lawful (and, in this respect, both the
Corporation and Agent have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the
federal securities laws is against public policy and is,

INDEMNITY AGREEMENT - 2
<PAGE>

therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication); or

(f) in connection with any proceeding (or part thereof) initiated by
Agent, or any proceeding by Agent against the Corporation or its directors,
officers, employees, or other agents, unless (I) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the Corporation, (iii) such indemnification is provided by
the Corporation, in its sole discretion, pursuant to the powers vested in the
Corporation under Delaware Law, or (iv) the proceeding is initiated pursuant to
Section 9 hereof.

5. Continuation of Indemnity. All agreements and obligations of the
Corporation contained herein shall continue during the period Agent is a
director, officer, employee, or other agent of the Corporation (or is or was
serving at the request of the Corporation as a director, officer, employee, or
other agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise) and shall continue thereafter so long as
Agent shall be subject to any possible claim or threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, arbitrational,
administrative, or investigative, by reason of the fact that Agent was serving
in the capacity referred to herein.

6. Partial Indemnification. Agent shall be entitled under this Agreement
to indemnification by the Corporation for a portion of the expenses (including
attorneys' fees), witness fees, damages, judgments, fines, and amounts paid in
settlement and any other amounts that Agent becomes legally obligated to pay in
connection with any action, suit, or proceeding referred to in Section 3 hereof
even if not entitled hereunder to indemnification for the total amount thereof,
and the Corporation shall indemnify Agent for the portion thereof to which Agent
is entitled.

7. Notification and Defense of Claim. Not later than thirty (30) days
after receipt by Agent of notice of the commencement of any action, suit, or
proceeding, Agent will, if a claim in respect thereof is to be made against the
Corporation under this Agreement, notify the Corporation of the commencement
thereof; but the omission so to notify the Corporation will not relieve it from
any liability which it may have to Agent otherwise than under this Agreement.
With respect to any such action, suit, or proceeding as to which Agent notifies
the Corporation of the commencement thereof;

(a) the Corporation will be entitled to participate therein at its own
expense;

(b) except as otherwise provided below, the Corporation may, at its
option and jointly with any other indemnifying party similarly notified and
electing to assume such defense, assume the defense thereof, with counsel
reasonably satisfactory to Agent. After notice from the Corporation to Agent of
its election to assume the defense thereof, the Corporation will not be liable
to Agent under this Agreement for any legal or other expenses subsequently
incurred by Agent in connection with the defense thereof except for reasonable
costs of investigation or otherwise as provided below. Agent shall have the
right to employ separate counsel in such action, suit, or

INDEMNITY AGREEMENT - 3
<PAGE>

proceeding but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of Agent unless (i) the employment of counsel by Agent has been authorized by
the Corporation, (ii) Agent shall have reasonably concluded that there may be a
conflict of interest between the Corporation and Agent in the conduct of the
defense of such action, or (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, in each of which case the fees and
expenses of Agent's separate counsel shall be at the expense of the Corporation.
The Corporation shall not be entitled to assume the defense of any action, suit,
or proceeding brought by or on behalf of the Corporation or as to which Agent
shall have made the conclusion provided for in clause (ii) above; and

(c) the Corporation shall not be liable to indemnify Agent under this
Agreement for any amounts paid in settlement of any action or claim effect
without its written consent, which shall not be unreasonably withheld. The
Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner which would impose any penalty or
limitation on Agent without Agent's written consent, which may be given or
withheld in Agent's sole discretion.

8. Expenses. The Corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by Agent in connection with such proceeding upon receipt of an
undertaking by or on behalf of Agent to repay said amounts if it shall be
determined ultimately that Agent is not entitled to be indemnified under the
provisions of this Agreement, the Bylaws, Delaware Law, or otherwise.

9. Enforcement. Any right to indemnification or advances granted by this
Agreement to Agent shall be enforceable by or on behalf of Agent in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. Agent, in such enforcement action, if
successful in whole or in part, shall also be entitled to be paid the expense of
prosecuting his claim. It shall be a defense to any action for which a claim
for indemnification is made under Section 7 hereof (other than an action brought
to enforce a claim for expenses pursuant to Section 8 hereof, provided that the
required undertaking has been tendered to the Corporation) that Agent is not
entitled to indemnification because of the limitations set forth in Section 4
hereof. Neither the failure of the Corporation (including its Board of
Directors or its stockholders) to have made a determination prior to the
commencement of such enforcement action that indemnification of Agent is proper
in the circumstances, nor an actual determination by the Corporation (including
its Board of Directors or its stockholders) that such indemnification is
improper shall be a defense to the action or create a presumption that Agent is
not entitled to indemnification under this Agreement or otherwise.

10. Subrogation. In the event of payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Agent, who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the
Corporation effectively to bring suit to enforce such rights.

INDEMNITY AGREEMENT - 4
<PAGE>

11. Nonexclusivity of Rights. The rights conferred on Agent by this
Agreement shall not be exclusive of any other right which Agent may have or
hereafter acquire under any statute, provision of the Corporation's Certificate
of Incorporation or Bylaws, agreement, vote of stockholders or directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office.

12. Survival of Rights.

(a) The rights conferred by Agent by this Agreement shall continue
after Agent has ceased to be a director, officer, employee, or other agent of
the Corporation or to serve at the request of the Corporation as a director,
officer, employee, or other agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise and shall inure to
the benefit of Agent's heirs, executors, and administrators.

(b) The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession
had taken place.

13. Separability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof. Furthermore, if this Agreement shall be invalidated in its
entirety on any ground, then the Corporation shall nevertheless indemnify Agent
to the fullest extent provided by the Bylaws, Delaware Law, or any other
applicable law.

14. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Delaware.

15. Amendment and Termination. No amendment, modification, termination,
or cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.

16. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute but one and the same Agreement. Only
one such counterpart need be produced to evidence the existence of this
Agreement.

17. Headings. The headings of the sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute a part of this
Agreement or to affect the construction hereof.

18. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery if delivered by hand

INDEMNITY AGREEMENT - 5
<PAGE>

to the party to whom such communication was directed, or (ii) upon the third
business day after the date on which such communication was mailed if mailed by
certified or registered mail with postage prepaid:

(a) If to Agent, at the address indicated below Agent's signature.

(b) If to the Corporation, to

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, ID 83815
Attention: President

or to such other address as may have been furnished to Agent by the Corporation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.

NETIVATION.COM, INC.

By________________________________________________
Its____________________________________________

AGENT

__________________________________________________

Print Name and Address:

__________________________________________________
__________________________________________________
__________________________________________________

INDEMNITY AGREEMENT - 6

<PAGE>

EXHIBIT 10.6

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This Employment, Confidentiality and Noncompetition Agreement ("Agreement")
is made and entered into effective this 1st day of January, 1999, by and between
NETIVATION.COM, INC., a Nevada corporation ("Employer") and ANTHONY PAQUIN
("Employee").

In consideration of their mutual promises and covenants contained herein,
the receipt and legal sufficiency of which consideration is hereby acknowledged,
the parties hereby agree as follows:

1. Employment. Employer shall employ Employee and Employee shall work for
Employer in the employment position described in Exhibit A hereto, which is
hereby incorporated herein and made a part of this Agreement. In this position,
Employee shall perform all assigned duties, comply with all employment policies,
and willingly obey all rules, regulations and special instructions that now
exist or that may hereafter be established by Employer from time to time.
Employee shall render such services and perform such duties at such places or in
such areas or territories as Employer shall direct. Employee warrants that all
information provided by Employee in applying for employment is true and correct.

2. Standard of Performance. Employee accepts employment with Employer on
the terms and conditions herein set forth. Employee recognizes that Employee
owes to Employer duties of loyalty, fidelity and obedience in all matters
pertaining to such employment. Employee agrees to serve Employer diligently and
faithfully, to perform all duties to the best of Employee's ability, and to
devote Employee's full time and best efforts to the conduct of Employer's
business.

3. Compensation. In consideration for the services of Employee rendered
to Employer pursuant to the terms of this Agreement, and subject to the full
performance of Employee's obligations hereunder, Employer shall pay Employee
according to the provisions of the Employer's compensation plan described in
Exhibit A hereto. Employee shall receive no compensation or benefits, including
but not limited to paid holidays, paid vacation and paid health insurance, that
is not set forth in Exhibit A hereto. Employee understands that the
compensation plan is subject to modification by the Employer at any time.

4. Term of Employment. Employee's term of employment under this Agreement
shall commence on the 1st day of January, 1999, and shall continue thereafter
until the 31st day of December, 2001, unless prior thereto (a) Employer, for
good cause, terminates Employer's employment of Employee, or (b) Employer and
Employee mutually agree to the termination of Employee's employment, in a
writing signed by both of them in accordance with paragraph 11(G) of this
Agreement.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 1
<PAGE>

5. Confidential Information.

A. Definition of Confidential Information. Employer is in the business
of designing, creating, perfecting, marketing, distributing, selling and
servicing computer software, and has built up an established and extensive trade
and reputation in the industry. Employer has developed and continues to develop
commercially valuable technical and non-technical information ("Confidential
Information") that is proprietary and confidential and/or constitutes Employer's
"trade secrets" within the meaning of the Idaho Trade Secrets Act, Idaho Code
Sections 48-801 -- 48-807. Such Confidential Information, which is vital to the
success of Employer's business, includes, but is not necessarily limited to:
programs, computer programs, system documentation, data compilations, manuals,
methods, techniques, processes, patented and/or unpatented technology, research,
know-how, development, designs, devices, inventions, the identities of
customers, prospective customers, suppliers and prospective suppliers, contracts
with suppliers and customers, sales proposals, methods of sales, marketing
research and data, pricing policies, cost information, financial information,
business plans, specialized requests of Employer's customers, and other
materials and documents developed by Employer. Confidential Information also
includes special hardware, product hardware, related software and related
documentation, either owned by Employer or in Employer's possession under an
agreement of nondisclosure. Through Employee's employment, Employee may become
acquainted with or contribute to the Employer's Confidential Information through
inventions, discoveries, improvements, software development, and/or in other
ways.

B. Employee Access to Confidential Information. Employee agrees: (a) to
access only such Confidential Information as is necessary to perform Employee's
job function; (b) to allow access to Confidential Information under Employee's
control to only those of Employee's co-employees whose job functions for
Employer necessitate access to such Confidential Information; and (c) to allow
such co-employees to access only such Confidential Information under Employee's
control as is necessary to the co-employee's performance of his/her job
functions for Employer.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 2
<PAGE>

information, business plans, and other documents and records, whether in hard
copy, magnetic media or otherwise, and any and all copies thereof, are the
exclusive property of Employer and shall be returned immediately to Employer
upon termination of employment or upon Employer's request at any time.

E. Ownership of Confidential Information. Employee hereby grants to
Employer, and Employer hereby accepts, the entire right, title, and interest of
Employee in and to any of the Confidential Information created or developed by
Employee, or that may be created or developed by Employee during the term of the
employment under this Agreement, including, but not limited to, all patents,
copyrights, trade secrets, and other proprietary rights in or based on the
Confidential Information. If the Confidential Information or any portion
thereof is copyrightable, it shall be deemed to be a "work made for hire," as
such term is defined in the copyright laws of the United States. Employee shall
cooperate with Employer or its designees and execute assignments, oaths,
declarations, and other documents prepared by Employer, to effect the foregoing
or to perfect or enforce any proprietary rights resulting from or related to
this agreement. Such cooperation and execution shall be at no additional
compensation to Employee; provided, however, Employer shall reimburse Employee
for reasonable out-of-pocket expenses incurred at the specific request of
Employer.

6. Noncompetition Obligations. Employee will not during the term of
his/her employment with Employer, and for a period of eighteen (18) months
immediately following termination of such employment for any reason, Employee
will not offer for sale, or solicit the sale of products or services similar to
those sold by Employer, in or within the geographic area in which Employee was
assigned and/or worked for Employer, either for him/herself or on behalf of any
other person, firm, partnership, or corporation.

7. Customer Non-Solicitation. Employee will not, during the term of
employment hereunder and for eighteen (18) months following termination of such
employment for any reason, solicit, divert, take away, or attempt to solicit,
divert or take away, any of Employer's customers or the business or patronage of
any such customers, either for him/herself or on behalf of any other person,
firm, partnership or corporation.

8. Co-Employee Non-Solicitation. Employee will not, during the term of
employment hereunder and for eighteen (18) months following termination of such
employment for any reason, solicit, recruit or hire any other employee of
Employer, either for him/herself or on behalf of any other person, firm,
partnership or corporation.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 3
<PAGE>

9. Enforcement.

B. Irreparable Harm. Employee acknowledges that a breach of Employee's
obligations under this Agreement will result in great, irreparable and
continuing harm and damage to Employer for which there is no adequate remedy at
law.

C. Injunctive Relief. Employee agrees that in the event Employee
breaches this Agreement, Employer shall be entitled to seek, from any court of
competent jurisdiction, preliminary and permanent injunctive relief to enforce
the terms of this Agreement, in addition to any and all monetary damages allowed
by law, against Employee.

D. Extension of Covenants. In the event Employee violates any one or
more of the covenants contained in sections 6 through 8 of this Agreement,
Employee agrees that the running of the term of each such covenant so violated
shall be tolled during (a) the period(s) of any such violation by Employee and
(b) the pendency of any litigation (including appeals) concerning any such
violation by Employee.

E. Judicial Modification. The parties have attempted to limit the
Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties
recognize, however, that reasonable people may differ in making such a
determination. Consequently, the parties hereby agree that, if the scope or
enforceability of the restrictive covenant is in any way disputed at any time, a
court or other trier of fact may modify and enforce the covenant to the extent
that it believes to be reasonable under the circumstances existing at that time.

F. Attorney Fees. In the event it becomes necessary for Employer to
institute a suit at law or in equity for the purposes of enforcing any of the
provisions of this Agreement, Employer shall be entitled to recover Employer's
reasonable attorney's fees, plus court costs and expenses, from Employee.

G. Withholding from Final Paycheck. Employee expressly authorizes
Employer to withhold and deduct from Employee's final wages any amounts owed by
Employee to Employer at the time of the termination of employment, including but
not limited to, any draw deficiencies, reimbursement for unearned commissions,
and the value of unreturned or damaged company property. Employee further
expressly agrees to repay to Employer any additional sums owed by Employee to
Employer (above that which can be withheld) immediately upon termination of
Employee's employment. Employee agrees that this paragraph waives and
supersedes any and all federal, state and/or local laws to the contrary.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 4
<PAGE>

10. Indemnity. Employee warrants and represents that he/she has not
violated, is not violating, and will not violate any of the terms or conditions
of any prior employment agreement, restrictive covenant, or other agreement
entered into by him/her while in the employment of any other employer; that
he/she has not given and will not give to Employer at any time any customer
list, trade secret, or any other item of confidential information, obtained or
received while in the employment of such other employer; that his/her employment
with Employer is not restricted or limited in any way by any such employment
agreement or restrictive covenant or by operation of any state, federal or local
regulation, statute or other law of any kind, name or nature, including but not
limited to trade secret laws and immigration laws; and that Employee is in all
respects duly qualified and eligible to work for Employer. In the event any
legal or administrative action is commenced against the Employee, Employer or
both, arising out of Employee's former employment by another employer or
Employee's illegal action or violation of one or more of the warranties and
representations set forth in this section, Employee agrees to indemnify Employer
for all damages, costs and expenses, including reasonable attorney fees, which
Employer may have to pay in connection with such legal or administrative action.

11. Miscellaneous.

B. Waiver. Failure of the Employer to exercise or otherwise act with
respect to any of its rights under this Agreement shall not be construed as a
waiver of such breach, nor prevent the Employer from thereafter enforcing strict
compliance with any and all terms of this Agreement.

C. Severability. If any part of this Agreement shall be adjudicated to
be invalid or unenforceable, as to duration, territory or otherwise, then such
part shall be deemed deleted from the Agreement or amended, as the case may be,
in order to render the remainder of the Agreement valid and enforceable.

D. Agreement Binding. This Agreement shall be binding upon and inure to
the benefit of Employer, Employer's successors and assigns, Employee and
Employee's heirs, executors, administrators and legal representatives.

E. Governing Law. This Agreement is made and entered into in the State
of Idaho and concerns employment situated in said state. This Agreement shall be
interpreted and construed in accordance with the laws of the State of Idaho.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 5
<PAGE>

F. Titles and Captions. All section and paragraph titles and captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor affect the construction or interpretation of this
Agreement.

G. Entire Agreement. This Agreement contains all the understandings and
agreements between the parties concerning matters set forth in this Agreement.
The terms of this Agreement supersede any and all prior statements,
representations and agreements by or between Employer and Employee, or either of
them, concerning the matters set forth in this Agreement. Employee acknowledges
that no person who is an agent or employee of Employer may orally or by conduct
modify, delete, vary, or contradict the terms or conditions of this Agreement or
this paragraph. This Agreement may be modified only by a written agreement
signed by both parties.

IN WITNESS WHEREOF, the parties have set their hands as of the date first
above written, and Employee acknowledges that he/she has read and understands
the entire contents of this Agreement and that he/she has received a copy of
this Agreement.

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Anthony Paquin
_________________________________ _________________________________

Its: CEO
______________________________

EMPLOYEE:

DATE: 3/2/99 /s/ Anthony Paquin
____________________________________ ___________________________________
Anthony Paquin

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 6
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
EFFECTIVE JANUARY 1, 1999

Employee's Job Title: President and Chief Executive Officer of Netivation.com,
Inc.

Base Salary: $150,000 annually for the term of this Agreement, payable at
the same frequency as Employer's other employees.

Stock Options: Employer shall grant to Employee an option to acquire up to
50,000 shares of Employer's common stock pursuant to and
subject to the terms of the Employer's Non-qualified Stock
Option and Restricted Stock Plan. The options shall be
exercisable at the price of $1.25 per share. The options
shall be subject to lock-ups and restrictions required by
the IPO underwriter. The options shall vest as follows:

Continuous Employment
---------------------
from Signing Agreement Portion Exercisable
---------------------- -------------------
December 31, 1999 1/3
December 31, 2000 1/3
December 31, 2001 1/3

Employer shall also grant to Employee options to acquire up
to 75,000 shares of Employer's common stock pursuant to and
subject to the terms of the Employer's Non-qualified Stock
Option and Restricted Stock Plan. The options shall be
exercisable at the price of $.625 per share. The options
shall be subject to lock-ups and restrictions required by
the IPO underwriter. The options shall vest 100 percent on
December 31, 2003, with acceleration on December 31, 1999,
if certain revenue goals are met.

Benefits: Employee shall participate in employee benefit programs,
such as paid vacation, life insurance, medical, disability
and other similar plans that now or during the term of this
Agreement are made generally available to executives of
Employer of comparable position.

Expenses: Employer will reimburse Employee for reasonable expenses for
entertainment, travel, phone, day-to-day expenses and
similar items that he incurs on behalf of Employer.

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 7
<PAGE>

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Anthony Paquin
_________________________________ _________________________________

Its: CEO
______________________________

EMPLOYEE:

DATE: 3/2/99 /s/ Anthony Paquin
_________________________________ ____________________________________
Anthony Paquin

A. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 8

<PAGE>

EXHIBIT 10.7

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This Employment, Confidentiality and Noncompetition Agreement
("Agreement") is made and entered into effective this 1st day of January, 1999,
by and between NETIVATION.COM, INC., a Nevada corporation ("Employer") and GARY
PAQUIN ("Employee").

In consideration of their mutual promises and covenants contained
herein, the receipt and legal sufficiency of which consideration is hereby
acknowledged, the parties hereby agree as follows:

1. Employment. Employer shall employ Employee and Employee shall work
for Employer in the employment position described in Exhibit A hereto, which is
hereby incorporated herein and made a part of this Agreement. In this position,
Employee shall perform all assigned duties, comply with all employment policies,
and willingly obey all rules, regulations and special instructions that now
exist or that may hereafter be established by Employer from time to time.
Employee shall render such services and perform such duties at such places or in
such areas or territories as Employer shall direct. Employee warrants that all
information provided by Employee in applying for employment is true and correct.

2. Standard of Performance. Employee accepts employment with Employer
on the terms and conditions herein set forth. Employee recognizes that Employee
owes to Employer duties of loyalty, fidelity and obedience in all matters
pertaining to such employment. Employee agrees to serve Employer diligently and
faithfully, to perform all duties to the best of Employee's ability, and to
devote Employee's full time and best efforts to the conduct of Employer's
business.

3. Compensation. In consideration for the services of Employee rendered
to Employer pursuant to the terms of this Agreement, and subject to the full
performance of Employee's obligations hereunder, Employer shall pay Employee
according to the provisions of the Employer's compensation plan described in
Exhibit A hereto. Employee shall receive no compensation or benefits, including
but not limited to paid holidays, paid vacation and paid health insurance, that
is not set forth in Exhibit A hereto. Employee understands that the compensation
plan is subject to modification by the Employer at any time.

4. Term of Employment. Employee's term of employment under this
Agreement shall commence on the 1st day of January, 1999, and shall continue
thereafter until the 31st day of December, 2001, unless prior thereto (a)
Employer, for good cause, terminates Employer's employment of Employee, or (b)
Employer and Employee mutually agree to the termination of Employee's
employment, in a writing signed by both of them in accordance with paragraph
11(G) of this Agreement.

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 1
<PAGE>

5. Confidential Information.

A. Definition of Confidential Information. Employer is in the
business of designing, creating, perfecting, marketing, distributing, selling
and servicing computer software, and has built up an established and extensive
trade and reputation in the industry. Employer has developed and continues to
develop commercially valuable technical and non-technical information
("Confidential Information") that is proprietary and confidential and/or
constitutes Employer's "trade secrets" within the meaning of the Idaho Trade
Secrets Act, Idaho Code Sections 48-801 -- 48-807. Such Confidential
Information, which is vital to the success of Employer's business, includes, but
is not necessarily limited to: programs, computer programs, system
documentation, data compilations, manuals, methods, techniques, processes,
patented and/or unpatented technology, research, know-how, development, designs,
devices, inventions, the identities of customers, prospective customers,
suppliers and prospective suppliers, contracts with suppliers and customers,
sales proposals, methods of sales, marketing research and data, pricing
policies, cost information, financial information, business plans, specialized
requests of Employer's customers, and other materials and documents developed by
Employer. Confidential Information also includes special hardware, product
hardware, related software and related documentation, either owned by Employer
or in Employer's possession under an agreement of nondisclosure. Through
Employee's employment, Employee may become acquainted with or contribute to the
Employer's Confidential Information through inventions, discoveries,
improvements, software development, and/or in other ways.

B. Employee Access to Confidential Information. Employee agrees:
(a) to access only such Confidential Information as is necessary to perform
Employee's job function; (b) to allow access to Confidential Information under
Employee's control to only those of Employee's co-employees whose job functions
for Employer necessitate access to such Confidential Information; and (c) to
allow such co-employees to access only such Confidential Information under
Employee's control as is necessary to the co-employee's performance of his/her
job functions for Employer.

C. Nondisclosure of Confidential Information. Employee shall not,
at any time, either during or subsequent to employment, directly or indirectly,
appropriate, disclose or divulge any Confidential Information to any person not
then employed by Employer, unless authorized or directed by Employer. If
Employer authorizes or directs Employee to disclose Confidential Information to
any such third party, Employee must ensure that a signed confidentiality
agreement is or has been obtained from the third party to whom Confidential
Information is being disclosed and that all Confidential Information so
disclosed is clearly marked "Confidential."

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 2
<PAGE>

E. Ownership of Confidential Information. Employee hereby grants to
Employer, and Employer hereby accepts, the entire right, title, and interest of
Employee in and to any of the Confidential Information created or developed by
Employee, or that may be created or developed by Employee during the term of the
employment under this Agreement, including, but not limited to, all patents,
copyrights, trade secrets, and other proprietary rights in or based on the
Confidential Information. If the Confidential Information or any portion thereof
is copyrightable, it shall be deemed to be a "work made for hire," as such term
is defined in the copyright laws of the United States. Employee shall cooperate
with Employer or its designees and execute assignments, oaths, declarations, and
other documents prepared by Employer, to effect the foregoing or to perfect or
enforce any proprietary rights resulting from or related to this agreement. Such
cooperation and execution shall be at no additional compensation to Employee;
provided, however, Employer shall reimburse Employee for reasonable out-of-
pocket expenses incurred at the specific request of Employer.

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 3
<PAGE>

9. Enforcement.

C. Injunctive Relief. Employee agrees that in the event Employee
breaches this Agreement, Employer shall be entitled to seek, from any court of
competent jurisdiction, preliminary and permanent injunctive relief to enforce
the terms of this Agreement, in addition to any and all monetary damages allowed
by law, against Employee.

D. Extension of Covenants. In the event Employee violates any one
or more of the covenants contained in sections 6 through 8 of this Agreement,
Employee agrees that the running of the term of each such covenant so violated
shall be tolled during (a) the period(s) of any such violation by Employee and
(b) the pendency of any litigation (including appeals) concerning any such
violation by Employee.

E. Judicial Modification. The parties have attempted to limit the
Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties recognize,
however, that reasonable people may differ in making such a determination.
Consequently, the parties hereby agree that, if the scope or enforceability of
the restrictive covenant is in any way disputed at any time, a court or other
trier of fact may modify and enforce the covenant to the extent that it believes
to be reasonable under the circumstances existing at that time.

G. Withholding from Final Paycheck. Employee expressly authorizes
Employer to withhold and deduct from Employee's final wages any amounts owed by
Employee to Employer at the time of the termination of employment, including but
not limited to, any draw deficiencies, reimbursement for unearned commissions,
and the value of unreturned or damaged company property. Employee further
expressly agrees to repay to Employer any additional sums owed by Employee to
Employer (above that which can be withheld) immediately upon termination of
Employee's employment. Employee agrees that this paragraph waives and supersedes
any and all federal, state and/or local laws to the contrary.

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 4
<PAGE>

11. Miscellaneous.

B. Waiver. Failure of the Employer to exercise or otherwise act
with respect to any of its rights under this Agreement shall not be construed as
a waiver of such breach, nor prevent the Employer from thereafter enforcing
strict compliance with any and all terms of this Agreement.

C. Severability. If any part of this Agreement shall be adjudicated
to be invalid or unenforceable, as to duration, territory or otherwise, then
such part shall be deemed deleted from the Agreement or amended, as the case may
be, in order to render the remainder of the Agreement valid and enforceable.

E. Governing Law. This Agreement is made and entered into in the
State of Idaho and concerns employment situated in said state. This Agreement
shall be interpreted and construed in accordance with the laws of the State of
Idaho.

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 5
<PAGE>

G. Entire Agreement. This Agreement contains all the understandings
and agreements between the parties concerning matters set forth in this
Agreement. The terms of this Agreement supersede any and all prior statements,
representations and agreements by or between Employer and Employee, or either of
them, concerning the matters set forth in this Agreement. Employee acknowledges
that no person who is an agent or employee of Employer may orally or by conduct
modify, delete, vary, or contradict the terms or conditions of this Agreement or
this paragraph. This Agreement may be modified only by a written agreement
signed by both parties.

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/1/99 By: /s/ David Paquin
----------------------- -------------------------------------------
Its: Chief Operating Officer
---------------------------------------
EMPLOYEE:

DATE: 3/1/99 /s/ Gary Paquin
----------------------- ----------------------------------------------
Gary Paquin
STATE OF IDAHO )
) ss.
County of )

On this ________ day of ______________, 1999, before me personally appeared
__________________________________, known or identified to me (or proved to me
on the oath of ________________________) to be the president, vice-president,
secretary, or treasurer NETIVATION.COM, INC., the corporation that executed the
instrument or the person who executed the instrument on behalf of said
corporation, and acknowledged to me that such corporation executed the same.

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 6
<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

----------------------------------------------
NOTARY PUBLIC OF IDAHO
Residing at
-----------------------------------
My Commission Expires
-------------------------
STATE OF IDAHO )
) ss.
County of )

On this 1st day of March, 1999, before me personally appeared Gary
Paquin, known or identified to me (or proved to me on the oath of _____________)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ Mary M. Monaghan
----------------------------------------------
NOTARY PUBLIC OF IDAHO
Residing at 2110 Hampson Ave, Couer d'Alene, ID 83815
-----------------------------------------
My Commission Expires 6/17/2002
-------------------------

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 7
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
EFFECTIVE JANUARY 1, 1999

Employee's Job Title: Vice President of Sales and Corporate Development of
Netivation.com, Inc.

Base Salary: $125,000 annually for the term of this Agreement, payable at
the same frequency as Employer's other employees.

Continuous Employment
----------------------
from Signing Agreement Portion Exercisable
---------------------- -------------------
December 31, 1999 1/3
December 31, 2000 1/3
December 31, 2001 1/3

Employer shall also grant to Employee options to acquire up
to 37,500 shares of Employer's common stock pursuant to and
subject to the terms of the Employer's Non-qualified Stock
Option and Restricted Stock Plan. The options shall be
exercisable at the price of $.625 per share. The options
shall be subject to lock-ups and restrictions required by
the IPO underwriter. The options shall vest 100 percent on
December 31, 2003, with acceleration on December 31, 1999,
if certain revenue goals are met.

Benefits: Employee shall participate in employee benefit programs,
such as paid vacation, life insurance, medical, disability
and other similar plans that now or during the term of this
Agreement are made generally available to executives of
Employer of comparable position.

Expenses: Employer will reimburse Employee for reasonable expenses for
entertainment, travel, phone, day-to-day expenses and
similar items that he incurs on behalf of Employer.

EMPLOYER:

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 8
<PAGE>

NETIVATION.COM, INC.

DATE: 3/1/99 By: /s/ David Paquin
----------------------- -------------------------------------------
Its: Chief Operating Officer
---------------------------------------
EMPLOYEE:

DATE: 3/1/99 /s/ Gary Paquin
----------------------- ----------------------------------------------
Gary Paquin

G. PAQUIN EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 9

<PAGE>

EXHIBIT 10.8

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This Employment, Confidentiality and Noncompetition Agreement ("Agreement")
is made and entered into effective this 25th day of February, 1999, by and
between NETIVATION.COM, INC., a Nevada corporation ("Employer") and L. LEO
BURCH ("Employee").

In consideration of their mutual promises and covenants contained herein,
the receipt and legal sufficiency of which consideration is hereby acknowledged,
the parties hereby agree as follows:

1. EMPLOYMENT. Employer shall employ Employee and Employee shall work for
Employer in the employment position described in Exhibit A hereto, which is
hereby incorporated herein and made a part of this Agreement. In this position,
Employee shall perform all assigned duties, comply with all employment policies,
and willingly obey all rules, regulations and special instructions that now
exist or that may hereafter be established by Employer from time to time.
Employee shall render such services and perform such duties at such places or in
such areas or territories as Employer shall direct. Employee warrants that all
information provided by Employee in applying for employment is true and correct.

2. STANDARD OF PERFORMANCE. Employee accepts employment with Employer on
the terms and conditions herein set forth. Employee recognizes that Employee
owes to Employer duties of loyalty, fidelity and obedience in all matters
pertaining to such employment. Employee agrees to serve Employer diligently and
faithfully, to perform all duties to the best of Employee's ability, and to
devote Employee's full time and best efforts to the conduct of Employer's
business.

4. TERM OF EMPLOYMENT. Employee's term of employment under this Agreement
shall commence on the 25th day of February, 1999, and shall continue thereafter
until the 31st day of December 2000, unless prior thereto (a) within ninety (90)
days from the effective date hereof either Employer or Employee terminates this
Agreement with or without cause and for any reason whatsoever, (b) Employer, for
good cause, terminates Employer's employment of Employee, or (c) Employer and
Employee mutually agree to the termination of Employee's employment, in a
writing signed by both of them.

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 1
<PAGE>

5. CONFIDENTIAL INFORMATION.

A. DEFINITION OF CONFIDENTIAL INFORMATION. Employer is in the business
of designing, creating, perfecting, marketing, distributing, selling and
servicing computer software, and has built up an established and extensive trade
and reputation in the industry. Employer has developed and continues to develop
commercially valuable technical and non-technical information ("Confidential
Information") that is proprietary and confidential and/or constitutes Employer's
"trade secrets" within the meaning of the Idaho Trade Secrets Act, Idaho Code
Sections 48-801 -- 48-807. Such Confidential Information, which is vital to the
success of Employer's business, includes, but is not necessarily limited to:
programs, computer programs, system documentation, data compilations, manuals,
methods, techniques, processes, patented and/or unpatented technology, research,
know-how, development, designs, devices, inventions, the identities of
customers, prospective customers, suppliers and prospective suppliers, contracts
with suppliers and customers, sales proposals, methods of sales, marketing
research and data, pricing policies, cost information, financial information,
business plans, specialized requests of Employer's customers, and other
materials and documents developed by Employer. Confidential Information also
includes special hardware, product hardware, related software and related
documentation, either owned by Employer or in Employer's possession under an
agreement of nondisclosure. Through Employee's employment, Employee may become
acquainted with or contribute to the Employer's Confidential Information through
inventions, discoveries, improvements, software development, and/or in other
ways.

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 2
<PAGE>

E. OWNERSHIP OF CONFIDENTIAL INFORMATION. Employee hereby grants to
Employer, and Employer hereby accepts, the entire right, title, and interest of
Employee in and to any of the Confidential Information created or developed by
Employee, or that may be created or developed by Employee during the term of the
employment under this Agreement, including, but not limited to, all patents,
copyrights, trade secrets, and other proprietary rights in or based on the
Confidential Information. If the Confidential Information or any portion
thereof is copyrightable, it shall be deemed to be a "work made for hire," as
such term is defined in the copyright laws of the United States. Employee shall
cooperate with Employer or its designees and execute assignments, oaths,
declarations, and other documents prepared by Employer, to effect the foregoing
or to perfect or enforce any proprietary rights resulting from or related to
this agreement. Such cooperation and execution shall be at no additional
compensation to Employee; provided, however, Employer shall reimburse Employee
for reasonable out-of-pocket expenses incurred at the specific request of
Employer.

6. NONCOMPETITION OBLIGATIONS. Employee will not during the term of
his/her employment with Employer, and for a period of eighteen (18) months
immediately following termination of such employment for any reason, Employee
will not offer for sale, or solicit the sale of products or services similar to
those sold by Employer, in or within the geographic area in which Employee was
assigned and/or worked for Employer, either for him/herself or on behalf of any
other person, firm, partnership, or corporation.

7. CUSTOMER NON-SOLICITATION. Employee will not, during the term of
employment hereunder and for eighteen (18) months following termination of such
employment for any reason, solicit, divert, take away, or attempt to solicit,
divert or take away, any of Employer's customers or the business or patronage of
any such customers, either for him/herself or on behalf of any other person,
firm, partnership or corporation.

8. CO-EMPLOYEE NON-SOLICITATION. Employee will not, during the term of
employment hereunder and for eighteen (18) months following termination of such
employment for any reason, solicit, recruit or hire any other employee of
Employer, either for him/herself or on behalf of any other person, firm,
partnership or corporation.

9. ENFORCEMENT.

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 3
<PAGE>

C. INJUNCTIVE RELIEF. Employee agrees that in the event Employee
breaches this Agreement, Employer shall be entitled to seek, from any court of
competent jurisdiction, preliminary and permanent injunctive relief to enforce
the terms of this Agreement, in addition to any and all monetary damages allowed
by law, against Employee.

D. EXTENSION OF COVENANTS. In the event Employee violates any one or
more of the covenants contained in sections 6 through 8 of this Agreement,
Employee agrees that the running of the term of each such covenant so violated
shall be tolled during (a) the period(s) of any such violation by Employee and
(b) the pendency of any litigation (including appeals) concerning any such
violation by Employee.

E. JUDICIAL MODIFICATION. The parties have attempted to limit the
Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties
recognize, however, that reasonable people may differ in making such a
determination. Consequently, the parties hereby agree that, if the scope or
enforceability of the restrictive covenant is in any way disputed at any time, a
court or other trier of fact may modify and enforce the covenant to the extent
that it believes to be reasonable under the circumstances existing at that time.

F. ATTORNEY FEES. In the event it becomes necessary for Employer to
institute a suit at law or in equity for the purposes of enforcing any of the
provisions of this Agreement, Employer shall be entitled to recover Employer's
reasonable attorney's fees, plus court costs and expenses, from Employee.

G. WITHHOLDING FROM FINAL PAYCHECK. Employee expressly authorizes
Employer to withhold and deduct from Employee's final wages any amounts owed by
Employee to Employer at the time of the termination of employment, including but
not limited to, any draw deficiencies, reimbursement for unearned commissions,
and the value of unreturned or damaged company property. Employee further
expressly agrees to repay to Employer any additional sums owed by Employee to
Employer (above that which can be withheld) immediately upon termination of
Employee's employment. Employee agrees that this paragraph waives and
supersedes any and all federal, state and/or local laws to the contrary.

10. INDEMNITY. Employee warrants and represents that he/she has not
violated, is not violating, and will not violate any of the terms or conditions
of any prior employment agreement, restrictive covenant, or other agreement
entered into by him/her while in the employment of any other employer; that
he/she has not given and will not give to Employer at any time any customer
list, trade secret, or any other item of confidential information, obtained or
received while

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 4
<PAGE>

in the employment of such other employer; that his/her employment with Employer
is not restricted or limited in any way by any such employment agreement or
restrictive covenant or by operation of any state, federal or local regulation,
statute or other law of any kind, name or nature, including but not limited to
trade secret laws and immigration laws; and that Employee is in all respects
duly qualified and eligible to work for Employer. In the event any legal or
administrative action is commenced against the Employee, Employer or both,
arising out of Employee's former employment by another employer or Employee's
illegal action or violation of one or more of the warranties and representations
set forth in this section, Employee agrees to indemnify Employer for all
damages, costs and expenses, including reasonable attorney fees, which Employer
may have to pay in connection with such legal or administrative action.

11. MISCELLANEOUS.

B. WAIVER. Failure of the Employer to exercise or otherwise act with
respect to any of its rights under this Agreement shall not be construed as a
waiver of such breach, nor prevent the Employer from thereafter enforcing strict
compliance with any and all terms of this Agreement.

C. SEVERABILITY. If any part of this Agreement shall be adjudicated
to be invalid or unenforceable, as to duration, territory or otherwise, then
such part shall be deemed deleted from the Agreement or amended, as the case may
be, in order to render the remainder of the Agreement valid and enforceable.

D. AGREEMENT BINDING. This Agreement shall be binding upon and inure
to the benefit of Employer, Employer's successors and assigns, Employee and
Employee's heirs, executors, administrators and legal representatives.

E. GOVERNING LAW. This Agreement is made and entered into in the
State of Idaho and concerns employment situated in said state. This Agreement
shall be interpreted and construed in accordance with the laws of the State of
Idaho.

F. TITLES AND CAPTIONS. All section and paragraph titles and captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor affect the construction or interpretation of this
Agreement.

G. ENTIRE AGREEMENT. This Agreement contains all the understandings
and agreements between the parties concerning matters set forth in this
Agreement. The terms of this

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 5
<PAGE>

Agreement supersede any and all prior statements, representations and agreements
by or between Employer and Employee, or either of them, concerning the matters
set forth in this Agreement. Employee acknowledges that no person who is an
agent or employee of Employer may orally or by conduct modify, delete, vary, or
contradict the terms or conditions of this Agreement or this paragraph. This
Agreement may be modified only by a written agreement signed by both parties.

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Anthony Paquin
--------------------------- ---------------------------
Its: President and Chief Executive Officer
-------------------------------------
EMPLOYEE:

DATE: 3/2/99 /s/ L. Leo Burch
--------------------------- ---------------------------
L. Leo Burch

BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 6
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
EFFECTIVE FEBRUARY 25, 1999

Employee's Job Title: Chief Financial Officer of Netivation.com, Inc.

Base Salary: $80,000 annually for the term of this Agreement,
payable at the same frequency as Employer's other
employees.

Stock Option: Employer shall grant to Employee an option to acquire
up to 20,000 shares of Employer's common stock pursuant
to and subject to the terms of the Non-qualified Stock
Option and Restricted Stock Plan. The options shall be
exercisable at the option price of $1.25 per share. The
options shall be subject to lock-ups and restrictions
required by the IPO underwriter. The options shall vest
as follows:

Continuous Employment
---------------------
from Signing Agreement Portion Exercisable
---------------------- -------------------
December 31, 1999 1/3
December 31, 2000 1/3
December 31, 2001 1/3

Benefits: Employee shall participate in employee benefit
programs, such as paid vacation, life insurance,
medical, disability and other similar plans that now or
during the term of this Agreement are made generally
available to executives of Employer of comparable
position.

Expenses: Employer will reimburse Employee for reasonable
expenses for entertainment, travel, phone, day-to-day
expenses and similar items that he incurs on behalf of
Employer.

BURCH EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT - 7
<PAGE>

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Anthony J. Paquin
---------------------------- -----------------------------------------
Its: President and Chief Executive Officer
-------------------------------------

EMPLOYEE:

DATE: 3/2/99 /s/ L. Leo Burch
---------------------------- --------------------------------------------
L. Leo Burch
BURCH EMPLOYMENT, CONFIDENTIALITY
AND COMPETITION AGREEMENT - 8

<PAGE>
EXHIBIT 10.9

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

In consideration of their mutual promises and covenants contained herein,
the receipt and legal sufficiency of which consideration is hereby acknowledged,
the parties hereby agree as follows:

1. Employment. Employer shall employ Employee and Employee shall work for
Employer in the employment position described in Exhibit A hereto, which is
hereby incorporated herein and made a part of this Agreement. In this position,
Employee shall perform all assigned duties, comply with all employment policies,
and willingly obey all rules, regulations and special instructions that now
exist or that may hereafter be established by Employer from time to time.
Employee shall render such services and perform such duties at such places or in
such areas or territories as Employer shall direct. Employee warrants that all
information provided by Employee in applying for employment is true and correct.

2. Standard of Performance. Employee accepts employment with Employer on
the terms and conditions herein set forth. Employee recognizes that Employee
owes to Employer duties of loyalty, fidelity and obedience in all matters
pertaining to such employment. Employee agrees to serve Employer diligently and
faithfully, to perform all duties to the best of Employee's ability, and to
devote Employee's full time and best efforts to the conduct of Employer's
business.

3. Compensation. In consideration for the services of Employee rendered
to Employer pursuant to the terms of this Agreement, and subject to the full
performance of Employee's obligations hereunder, Employer shall pay Employee
according to the provisions of the Employer's compensation plan described in
Exhibit A hereto. Employee shall receive no compensation or benefits, including
but not limited to paid holidays, paid vacation and paid health insurance, that
is not set forth in Exhibit A hereto. Employee understands that the
compensation plan is subject to modification by the Employer at any time.

<PAGE>

5. Confidential Information.

A. Definition of Confidential Information. Employer is in the business of
designing, creating, perfecting, marketing, distributing, selling and servicing
computer software, and has built up an established and extensive trade and
reputation in the industry. Employer has developed and continues to develop
commercially valuable technical and non-technical information ("Confidential
Information") that is proprietary and confidential and/or constitutes Employer's
"trade secrets" within the meaning of the Idaho Trade Secrets Act, Idaho Code
Sections 48-801 -- 48-807. Such Confidential Information, which is vital to the
success of Employer's business, includes, but is not necessarily limited to:
programs, computer programs, system documentation, data compilations, manuals,
methods, techniques, processes, patented and/or unpatented technology, research,
know-how, development, designs, devices, inventions, the identities of
customers, prospective customers, suppliers and prospective suppliers,
contracts with suppliers and customers, sales proposals, methods of sales,
marketing research and data, pricing policies, cost information, financial
information, business plans, specialized requests of Employer's customers, and
other materials and documents developed by Employer. Confidential Information
also includes special hardware, product hardware, related software and related
documentation, either owned by Employer or in Employer's possession under an
agreement of nondisclosure. Through Employee's employment, Employee may become
acquainted with or contribute to the Employer's Confidential Information through
inventions, discoveries, improvements, software development, and/or in other
ways.

B. Employee Access to Confidential Information. Employee agrees: (a) to
access only such Confidential Information as is necessary to perform Employee's
job function; (b) to allow access to Confidential Information under Employee's
control to only those of Employee's co-employees whose job functions for
Employer necessitate access to such Confidential Information; and (c) to allow
such co-employees to access only such Confidential Information under Employee's
control as is necessary to the co-employee's performance of his/her job
functions for Employer.

C. Nondisclosure of Confidential Information. Employee shall not, at any
time, either during or subsequent to employment, directly or indirectly,
appropriate, disclose or divulge any Confidential Information to any person not
then employed by Employer, unless authorized or directed by Employer. If
Employer authorizes or directs Employee to disclose Confidential Information to
any such third party, Employee must ensure that a signed confidentiality
agreement is or has been obtained from the third party to whom Confidential
Information is being disclosed and that all Confidential Information so
disclosed is clearly marked "Confidential."

<PAGE>

magnetic media or otherwise, and any and all copies thereof, are the exclusive
property of Employer and shall be returned immediately to Employer upon
termination of employment or upon Employer's request at any time.

E. Ownership of Confidential Information. Employee hereby grants to
Employer, and Employer hereby accepts, the entire right, title, and interest of
Employee in and to any of the Confidential Information created or developed by
Employee, or that may be created or developed by Employee during the term of the
employment under this Agreement, including, but not limited to, all patents,
copyrights, trade secrets, and other proprietary rights in or based on the
Confidential Information. If the Confidential Information or any portion
thereof is copyrightable, it shall be deemed to be a "work made for hire," as
such term is defined in the copyright laws of the United States. Employee shall
cooperate with Employer or its designees and execute assignments, oaths,
declarations, and other documents prepared by Employer, to effect the foregoing
or to perfect or enforce any proprietary rights resulting from or related to
this agreement. Such cooperation and execution shall be at no additional
compensation to Employee; provided, however, Employer shall reimburse Employee
for reasonable out-of-pocket expenses incurred at the specific request of
Employer.

<PAGE>

9. Enforcement.

B. Irreparable Harm. Employee acknowledges that a breach of Employee's
obligations under this Agreement will result in great, irreparable and
continuing harm and damage to Employer for which there is no adequate remedy at
law.

C. Injunctive Relief. Employee agrees that in the event Employee
breaches this Agreement, Employer shall be entitled to seek, from any court of
competent jurisdiction, preliminary and permanent injunctive relief to enforce
the terms of this Agreement, in addition to any and all monetary damages allowed
by law, against Employee.

D. Extension of Covenants. In the event Employee violates any one or
more of the covenants contained in sections 6 through 8 of this Agreement,
Employee agrees that the running of the term of each such covenant so violated
shall be tolled during (a) the period(s) of any such violation by Employee and
(b) the pendency of any litigation (including appeals) concerning any such
violation by Employee.

E. Judicial Modification. The parties have attempted to limit the
Employee's right to compete only to the extent necessary to protect Employer
from unfair business practices and/or unfair competition. The parties recognize,
however, that reasonable people may differ in making such a determination.
Consequently, the parties hereby agree that, if the scope or enforceability of
the restrictive covenant is in any way disputed at any time, a court or other
trier of fact may modify and enforce the covenant to the extent that it believes
to be reasonable under the circumstances existing at that time.

G. Withholding from Final Paycheck. Employee expressly authorizes
Employer to withhold and deduct from Employee's final wages any amounts owed by
Employee to Employer at the time of the termination of employment, including but
not limited to, any draw deficiencies, reimbursement for unearned commissions,
and the value of unreturned or damaged company property. Employee further
expressly agrees to repay to Employer any additional sums owed by Employee to
Employer (above that which can be withheld) immediately upon termination of
Employee's employment. Employee agrees that this paragraph waives and supersedes
any and all federal, state and/or local laws to the contrary.

the employment of any other employer; that he/she has not given and will not
give to Employer at any time any customer list, trade secret, or any other item
of confidential information, obtained or received while in the employment of
such other employer; that his/her employment with Employer is not restricted or
limited in any way by any such employment agreement or restrictive covenant or
by operation of any state, federal or local regulation, statute or other law of
any kind, name or nature, including but not limited to trade secret laws and
immigration laws; and that Employee is in all respects duly qualified and
eligible to work for Employer. In the event any legal or administrative action
is commenced against the Employee, Employer or both, arising out of Employee's
former employment by another employer or Employee's illegal action or violation
of one or more of the warranties and representations set forth in this section,
Employee agrees to indemnify Employer for all damages, costs and expenses,
including reasonable attorney fees, which Employer may have to pay in connection
with such legal or administrative action.

11. Miscellaneous.

B. Waiver. Failure of the Employer to exercise or otherwise act with
respect to any of its rights under this Agreement shall not be construed as a
waiver of such breach, nor prevent the Employer from thereafter enforcing strict
compliance with any and all terms of this Agreement.

C. Severability. If any part of this Agreement shall be adjudicated
to be invalid or unenforceable, as to duration, territory or otherwise, then
such part shall be deemed deleted from the Agreement or amended, as the case may
be, in order to render the remainder of the Agreement valid and enforceable.

D. Agreement Binding. This Agreement shall be binding upon and inure
to the benefit of Employer, Employer's successors and assigns, Employee and
Employee's heirs, executors, administrators and legal representatives.

E. Governing Law. This Agreement is made and entered into in the
State of Idaho and concerns employment situated in said state. This Agreement
shall be interpreted and construed in accordance with the laws of the State of
Idaho.

F. Titles and Captions. All section and paragraph titles and captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor affect the construction or interpretation of this
Agreement.

G. Entire Agreement. This Agreement contains all the understandings
and agreements between the parties concerning matters set forth in this
<PAGE>

Agreement. The terms of this Agreement supersede any and all prior statements,
representations and agreements by or between Employer and Employee, or either of
them, concerning the matters set forth in this Agreement. Employee acknowledges
that no person who is an agent or employee of Employer may orally or by conduct
modify, delete, vary, or contradict the terms or conditions of this Agreement or
this paragraph. This Agreement may be modified only by a written agreement
signed by both parties.

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Gary S. Paquin
__________________________ __________________________

Its:______________________

EMPLOYEE:

/s/ David Paquin
DATE: 3/2/99 _____________________________
__________________________ David Paquin

STATE OF IDAHO )
) ss.
County of )

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

_____________________________
NOTARY PUBLIC OF IDAHO
Residing at__________________
My Commission Expires________
<PAGE>

STATE OF IDAHO )
) ss.
County of )

On this 1st day of March, 1999, before me personally appeared David
Paquin, known or identified to me (or proved to me on the oath of
__________________) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ Mary M. Monaghan
_________________________________
NOTARY PUBLIC OF IDAHO
Residing at 2110 Hampsen Ave.,
Couer d'Alene, ID
83815
______________________
My Commission Expires 6/17/2002
____________
<PAGE>

EXHIBIT A TO EMPLOYMENT, CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT
EFFECTIVE JANUARY 1, 1999

Employee's Job Title: Chief Operating Officer of Netivation.com, Inc.

Base Salary: $80,000 annually for the term of this Agreement,
payable at the same frequency as Employer's other
employees.

Stock Options: Employer shall grant to Employee an option to acquire
up to 22,500 shares of Employer's common stock pursuant
to and subject to the terms of the Employer's Non-
qualified Stock Option and Restricted Stock Plan. The
options shall be exercisable at the price of $1.25 per
share. The options shall be subject to lock-ups and
restrictions required by the IPO underwriter. The
options shall vest as follows:

Continuous Employment
---------------------
from Signing Agreement Portion Exercisable
---------------------- -------------------
December 31, 1999 1/3
December 31, 2000 1/3
December 31, 2001 1/3

Employer shall also grant to Employee options to
acquire up to 18,750 shares of Employer's common stock
pursuant to and subject to the terms of the Employer's
Non-qualified Stock Option and Restricted Stock Plan.
The options shall be exercisable at the price of $.625
per share. The options shall be subject to lock-ups and
restrictions required by the IPO underwriter. The
options shall vest 100 percent on December 31, 2003,
with acceleration on December 31, 1999, if certain
revenue goals are met.

Benefits: Employee shall participate in employee benefit
programs, such as paid vacation, life insurance,
medical, disability and other similar plans that now or
during the term of this Agreement are made generally
available to executives of Employer of comparable
position.

Expenses: Employer will reimburse Employee for reasonable
expenses for entertainment, travel, phone, day-to-day
expenses and similar items that he incurs on behalf of
Employer.
<PAGE>

EMPLOYER:

NETIVATION.COM, INC.

DATE: 3/2/99 By: /s/ Gary S. Paquin
_________________________ ______________________________
Its:_____________________________

EMPLOYEE:

DATE: 3/2/99 /s/ David Paquin
_______________________ _________________________________
David Paquin

<PAGE>

EXHIBIT 10.10

LEASE AGREEMENT

In this agreement of lease, made and entered into by and between
Stephen F. Meyer, doing business as PARKWOOD BUSINESS PROPERTIES, 700 Ironwood
Drive, Suite 300, Coeur d'Alene, Idaho 83814, hereafter called the OWNER; and
PAQUIN CONSULTING, INC., hereafter called the TENANT, agree as follows:

1. PREMISES. The OWNER agrees to lease and the TENANT agrees to accept a
--------
commercial space approximately 1,808 square feet in a commercial building known
as 7950 Meadowlark Way, Coeur d'Alene, Idaho 83814.

2. TERM and COMMENCEMENT. The term of this lease is to be three (3) years
---------------------
commencing on the first day of the month following the occupancy of the leased
space. The rent shall commence on the day of occupancy and then run for the
unexpired portion of the month plus three (3) years. Occupancy is targeted for
November 19, 1997.

3. RENT. The rent shall be payable in monthly installments in advance on the
----
first day of each month in the amount of $1,140.00.

4. RELOCATION. The TENANT is moving from the 1910 Northwest Boulevard
----------
building. Upon occupancy at 7950 Meadowlark Way, TENANT shall have no further
obligation for its previous suite in the 1910 Northwest Boulevard building,
providing rents are current and carpets are cleaned upon vacancy.

5. DEPOSIT. The TENANT agrees to deposit with the OWNER the sum of $1,140.00
-------
as security for the full performance of this lease. The present deposit in the
amount of $1,020.00 shall be applied to the total deposit requirement, leaving a
balance due of $120.00, to be paid upon execution of this lease. The security
deposit may be applied to any default in the rent or to any repairs, damage, key
changes, or cleaning required by TENANT'S occupancy. The remaining balance shall
be refunded promptly by the OWNER at the end of the lease term.

6. LATE CHARGES. The TENANT acknowledges that late payment by the TENANT to
------------
the OWNER of rent or other sum due hereunder will cause the OWNER to incur costs
not contemplated by the lease, the exact amount of which would be extremely
difficult and impractical to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed on
the OWNER by the terms of any mortgage or deed of trust covering the premises.
Therefore, in the event the TENANT should fail to pay the rent or other sum due
within ten (10) days of the date due, the TENANT shall pay the OWNER as
additional rent a late charge equal to 3% of the amount overdue. A $25.00 charge
will be paid by the TENANT to the OWNER FOR each returned check.

7. SERVICES. The OWNER shall pay the property taxes and building insurance.
--------
The TENANT shall pay for separately metered utilities (gas electric and
telephone) and for a pro-rata
<PAGE>

share of 14.49% (1808/12480 = 14.49%) of all common area expenses for exterior
maintenance including, but not limited to, parking lot maintenance, building
exterior, grounds maintenance, water, irrigation water, sewer, and parking lot
lighting. All inside maintenance shall be the responsibility of the TENANT.
Major HVAC repairs (compressor failure) shall be borne by the OWNER; routine
maintenance (such as filter replacement) shall be by the TENANT.

8. BUSINESS. The TENANT shall occupy and use the premises for office use and
--------
for no other purpose without the written consent of the OWNER, which shall not
be unreasonably withheld. In no event will the TENANT use the premises for any
purpose which is unlawful or a nuisance.

9. SIGNS. The signing for the Prairie Commerce Park is standardized by the
-----
OWNER. The TENANT shall place no signs or lighting in or on the windows or
outside walls. A $50.00 one time fee may be charged for TENANT's name on an
outside directory.

10. KEYING. The OWNER will provide two (2) keys to TENANT's suite upon
------
occupancy. Any additional keys shall be made at the expense of the TENANT. The
building has a master keying system and re-keying of suite doors requires prior
approval of the OWNER. Any such re-keying would then be the expense of the
TENANT.

11. RESTRICTIONS ON USE. If TENANT shall use the premises in any manner that
-------------------
will increase risks covered by insurance on the premises and result in an
increase in the rate of insurance, the TENANT shall pay any such increase.
TENANT shall not keep, use, or sell anything prohibited by any policy of fire
insurance covering the premises, and shall comply with all requirements of the
insurers applicable to the premises necessary to keep in force the fire and
liability insurance.

12. HAZARDOUS SUBSTANCES. TENANT agrees that it will keep on or around the
--------------------
leased premises for use, disposal, treatment, generation, storage or sale, any
substances designated as, or containing components designated as hazardous,
dangerous, toxic or harmful and/or which are subject to regulation as hazardous
substances by any federal, state or local law. Small quantities of some
compounds that are hazardous in large quantities may be allowable under the law.
TENANT will be fully liable to OWNER for any and all clean-up costs and other
charges imposed by any government authority with respect to TENANT's use,
disposal, treatment, generation, storage and/or sale of hazardous substances, in
or about the leased premises. TENANT shall indemnify and save OWNER harmless
from any costs incurred and/or assessed against OWNER as a result of TENANT's
use, disposal, treatment, generation, storage and/or sale of hazardous
substances.

13. MAINTENANCE. The TENANT shall keep the premises in neat and orderly
-----------
condition. The TENANT shall not commit any waste nor allow any disfigurement to
occur to the building in any way. Repairs due to negligence of the TENANT, its
agents, employees, guests or customers shall be the responsibility of the TENANT
at no cost to the OWNER. At the end of
<PAGE>

the term the TENANT agrees to return the premises to the OWNER in as good a
condition as they were at the beginning of the term, reasonable wear and tear
excepted. All carpet floors shall be vacuumed weekly and cleaned semi-annually
by the TENANT. Carpet protectors shall be used under all rolling chairs. Should
TENANT vacate the space for any reason, carpets shall be shampooed by TENANT
upon vacancy.

14. OUTSIDE APPEARANCE. The TENANT specifically acknowledges the emphasis on
------------------
a clean and tidy appearance requirement for the entire PRAIRIE COMMERCE PARK
project. Consequently there shall be no outside storage for any overnight
period.

15. PETS. Pets are not permitted in or on the premises.
----

16. FIXTURES. The TENANTS may not make any alterations, additions, or changes
--------

17. INSURANCE REQUIREMENTS.
----------------------

(a) Fire and Insurance. If the building is damaged or destroyed by fire,
------------------
the OWNER will, within 30 days, advise the TENANT of intent to repair or rebuild
the building. Any rebuilding shall be completed within 90 days. During the
period of rebuilding the rent will be discontinued on a damaged area pro rata
basis until the damaged part is ready for reoccupancy. The term of the lease
shall be extended by the period of reconstruction. In the event the building is
not rebuilt, the lease shall terminate and any unearned rent shall be refunded.

The OWNER shall carry fire and extended coverage insurance to protect
its interest in the building but shall have no responsibility for the property
or business of the TENANT on the premises. If the TENANT desires insurance on
any interest it may have in the premises or any property located on the
premises, or business interruption insurance, it shall obtain such insurance at
the TENANT's expense.

(b) Public Liability and Personal Property Damage. TENANT shall, at
---------------------------------------------
TENANT's expense, obtain and keep in force during the term of this Lease a
policy of Comprehensive General Liability insurance utilizing an Insurance
Services Office standard form with Broad Form General Liability Endorsement
(GL0404), or equivalent, in an amount of not less than $1,000,000.00 per
occurrence of bodily injury and property damage combined or in a greater amount
as reasonably determined by OWNER and shall insure TENANT with OWNER as an
additional insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall not,
however, limit the liability of the TENANT hereunder.
<PAGE>

(c) Insurance Policies. TENANT shall deliver to OWNER copies of liability
------------------
insurance policies required above, or certificates evidencing the existence and
amounts of such insurance within seven (7) days after occupancy of Premises. No
such policy shall be cancellable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to OWNER.
TENANT shall, at lease thirty (30) days prior to the expiration of such
policies, furnish OWNER with renewals thereof.

18. WAIVER OF SUBROGATION RIGHTS. Anything in this lease agreement to the
----------------------------
contrary notwithstanding, OWNER and TENANT each hereby waives any and all rights
of recovery, claim, action or cause of action, against the other, its agents,
officers, directors, shareholders or employees, for any loss or damage that may
occur to the Leased Premises, or any improvements thereto, or said Building of
which the Leased Premises are a part, or any improvements thereto, or any
personal property of such party therein, by reason of fire, the elements, or any
other cause which could be insured against under the terms of standard fire,
extended coverage and all other perils insurance policies, regardless of cause
or origin, including negligence of the other party hereto, its agents, officers
or employees, and covenants that no insurer shall hold any right of subrogation
against such other party. These subrogation rights shall not relieve either
party from acts or omissions which are intentional or are a result of gross
negligence thereof or other liability not covered by insurance.

19. DELIVERY, ACCEPTANCE AND SURRENDER OF PREMISES. The OWNER represents
----------------------------------------------
that the premises are in fit condition for use by the TENANT on the occupancy
date. The TENANT agrees to acknowledge acceptance of the space with an estoppel
letter to the OWNER upon request. TENANT shall surrender the premises at the end
of the lease term, or any renewal thereof, in the same condition as when TENANT
took possession, allowing for reasonable use and wear. Before delivery, TENANT
shall remove all business signs placed on the premises by the TENANT and restore
the portion of the premises on which they were placed to the same condition as
when received.

20. ESTOPPEL CERTIFICATE. The TENANT agrees to execute an estoppel agreement
--------------------
to any mortgagee of the OWNER certifying as to such facts specified (if true)
and agreeing to the requested notice provisions.

21. SUBORDINATION TO MORTGAGE. The TENANT agrees that this lease agreement is
-------------------------
subject and subordinate to any mortgage or deed of trust which may encumber the
building. This clause is to be self-operative and no further instrument of
subordination need be required by any mortgagee. OWNER will act in good faith to
obtain a non-disturbance letter from any mortgagee.

22. HOLD HARMLESS. TENANT shall not be liable to OWNER, or to OWNER'S agents,
-------------
servants, employees, customers or invitees for any damage to person or property
caused by any act, omission or neglect of OWNER, and OWNER agrees to hold TENANT
harmless from call
<PAGE>

claims for such damage. OWNER shall not be liable to TENANT, or to TENANT'S
agents, servants, employees, customers, or invitees for any damage to person or
property caused by any act, omission or neglect of TENANT, and TENANT agrees to
hold OWNER harmless from all claims for any such damage.

23. ASSIGNMENT OR SUBLEASE. The TENANT shall not sub-let or assign any part
----------------------
of this lease without the written consent of the OWNER. Such consent shall not
be unreasonably withheld. Such consent is not required in the event of transfer
of ownership of the business.

24. ACCESS. The TENANT will allow the OWNER or his agents free access to the
------
premises at all reasonable times.

25. DEFAULT. If the TENANT defaults in payment of rent for more than ten (10)
-------
days, or if the TENANT shall default in any of the covenants and conditions of
this lease for twenty (20) clays, or if any petition shall be filed by or
against TENANT to declare TENANT bankrupt or to delay, reduce or modify TENANT's
debts or obligations, this lease shall be considered in default. In the event of
such default, the OWNER shall give written notice to the TENANT and the TENANT
shall have twenty (20) days to cure such default. In the event such default is
not corrected, the OWNER may have any one or more of the following remedies in
addition to all other rights and remedies provided by law unless such default is
on covenants which cannot be corrected in 20 days but TENANT is acting in good
faith and pursues corrective action:

(a) The OWNER shall be entitled to terminate the TENANT'S rights of
possession and to repossess the leased space without any further notice, all
without terminating this lease agreement. After due process of law, the OWNER
may remove the possessions of the TENANT and store them at a place elected by
the OWNER at the expense of the TENANT. The OWNER may sell anything of value
according to the law and apply the proceeds to the lease obligation and costs of
this action.

(b) The OWNER may act as agent for the TENANT and relet the space for
the account of the TENANT for such rent and upon such terms as shall be
satisfactory to the OWNER. For the purposes of such reletting, the OWNER is
authorized to redecorate, or to make any changes to the leased space as may be
necessary or convenient. If the OWNER is unsuccessful in reletting, or if such
reletting is at a rent lower than this lease agreement, the TENANT shall be
responsible for any deficiency. In the event of reletting, the rent shall be
first applied to any legal costs of the default action, then to the cost of
reoccupying the space and storing the TENANT's goods, then to redecorating or
any changes, then to any past rent due under the lease, then any remainder shall
be held by the OWNER and applied to any future rent or deficiency as may occur
under this lease, and any remainder at the end of this term shall be paid to the
TENANT. Any deficiency from reletting shall be paid by the TENANT monthly.
<PAGE>

(c) It is agreed that this Lease is an obligation of the TENANT for
the total value of the number of months of term times the monthly rental. The
OWNER has an obligation to try to relet the leased premises and in the event of
reletting at a rental that is less than this lease rent, the TENANT shall pay
such current damages, herein called deficiency, to the OWNER monthly on the days
on which the rent would have been payable under this lease if the TENANT were
still in possession, and the OWNER shall be entitled to recover from the TENANT
each monthly deficiency as such deficiency shall arise. At any time after
default by TENANT in failing to pay said deficiency, the OWNER shall be entitled
to recover from the TENANT, and the TENANT shall pay to the OWNER, on demand, as
and for liquidated and agreed final damages for the TENANT's default, an amount
equal to the difference between the rent for the unexpired portion of the Lease
term and the then fair and reasonable rental value of the leased property for
the same period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of default and the
fair and reasonable rental value of the leased property for the period for which
such installment was payable shall be discounted to the date of termination of
this lease at the rate of eight per cent per annum. If the leased property or
any part thereof is relet by the OWNER for the unexpired term of this Lease or
any part thereof before presentation of proof of such liquidated damages to the
court, the amount of rent payable under such reletting shall be deemed prima
facie to be the fair and reasonable rental value for the part or the whole of
the leased property.

26. QUIET ENJOYMENT. So long as the TENANT is not in default in the payment
---------------
of its rent or any other obligation of this lease or in the performance of any
of the terms, covenants or conditions of the lease, TENANT's possession and
rights and privileges under the lease shall not be diminished by any mortgagee
or any successor to the OWNER's interest in the property.

27. EFFECT OF HOLDING OVER. If the TENANT should remain in the possession of
----------------------
the leased premises after the expiration of this lease term and without
executing a new lease, such holding over shall be construed as a tenancy from
month to month at a rent equal to 125% of the rent in this lease agreement
subject to all of the conditions and obligations of this lease as would apply to
month to month tenancy.

28. WAIVER. Failure of the OWNER to declare any default immediately upon
------
occurrence thereof or delay in taking any action in connection therewith shall
not waive such default, but OWNERS shall have the right to declare any such
default at any time thereafter.

29. ATTORNEY'S FEES. In the event either party places the enforcement of this
---------------
lease agreement, or any part thereof, or the collection of any rent due, or to
become due hereunder, or recovery of the possession of the leased premises in
the hands of an attorney, or files suit upon the same, the non-prevailing (or
defaulting) party shall pay other party's reasonable attorneys' fees and court
costs.

30. LIENS. The TENANT agrees to keep the premises free from all liens and
-----
charges for any material or service supplied at its request.
<PAGE>

31. BINDING EFFECT. All provisions of this lease shall apply to and be binding
--------------
on the parties hereto, their successors, heirs, executors and assigns.

32. AUTHORITY. The parties hereto warrant that they have the authority to
---------
commit to this agreement.

33. CONDEMNATION. In the event of any exercise of a lawful right of eminent
------------
domain on a portion of the leased premises, the lease premises shall be adjusted
to the remaining portion, provided it is suitable for the TENANT's purposes, and
any unearned rent shall be refunded.

34. NOTICE. All notices shall be in writing addressed to either party at the
------
address shown at the beginning of this lease and shall be deemed to have been
fully given when mailed by certified or registered U.S. mail Any alternate
address must be given in writing with at least 15 days notice.

OWNER: PARKWOOD BUSINESS TENANT: PAQUIN CONSULTING,
PROPERTIES INC.

/s/ Stephen F. Meyer date 10/23/97 /s/ Anthony J. Paquin date 10/27/97
- -------------------- -------- --------------------- --------
Stephen F. Meyer Anthony J. Paquin
(and)

/s/ Gary Paquin date 10/27/97
--------------------- --------
Gary Paquin

GUARANTEED BY: (as individuals)

/s/ Anthony J. Paquin date 10/27/97
--------------------- --------
Anthony J. Paquin
(and)

/s/ Gary Paquin date 10/27/97
--------------------- --------
Gary Paquin

<PAGE>

October 23, 1997

7950 MEADOWLARK WAY
NEW SPACE FOR PAQUIN CONSULTING

Remodel scope of work

Add a two fixture toilet room
vct tile floor
PL wainscote
Sink in small cabinet
3-1/2 gal toilet - white
Sheet rock ceiling with storage above
3068 masonite door to match existing, Schlege F lever privacy 626

Add alcove for coffee bar
5' upper & lower cabinets
Compartments for small ref and microwave above

Fill in O/H door with window and wall section
Remove and store existing O/H door

Add closet with passing doors between water valves and coffee bar
Provide shelf brackets on studs with particle board shelves

Purchase and install carpet in open office area

Existing lighting and open ceiling remains the same in the open office area

No changes to HVAC except for exhaust fan in toilet room
<PAGE>

LEASE AMENDMENT #1

The Parties: Paquin Consulting, Inc., as TENANT, 7950 Meadowlark Way, Coeur
d'Alene, ID 83814, and PARKWOOD BUSINESS PROPERTIES, 700 Ironwood
Drive, Suite 300, Coeur d'Alene, ID 83814, as OWNER

The Lease: The lease dated 10/27/97

The Changes: This Amendment changes the following:

The "Parties" are revised to be NETIVATION, INC., as TENANT, and
PARKWOOD BUSINESS PROPERTIES, as OWNER.

The "Premises" are revised to reflect the addition of 1,040
square feet of adjacent space which will become effective upon
completion of the remodel, targeted for June 1, 1998 (see
attached Remodel Scope of Work, Schedule, and Floor Plan). The
new total square footage will be 2,848 square feet.

The "Rent" section is revised to reflect additional monthly rent
amounts for both the Upgrade Remodel and the Expansion space as
detailed on the attached Summary dated April 30, 1998.

The Rent shall be payable in monthly installments in advance on
the first day of each month as follows:

<TABLE>
<CAPTION>
Mo. Base Upgrade Remodel Expansion Total Monthly
Lease Period Rent Addl. Rent/Mo. Rent/Mo. Base Rent
<S> <C> <C> <C> <C>
11/19/97-3/31/98 $1140.00 $ -0- $ -0- $1140.00
4/1/98-5/31/98 $1140.00 $194.00 $ -0- $1334.00
6/1/98-12/31/2000 $1140.00 $194.00 $780.00* $2114.00
</TABLE>

* Billing for any partial month of the expansion space will be pro-rated
and will begin upon occupancy

All other terms and conditions of the original base lease remain the same.

for the TENANT: Netivation, Inc.

/s/ Anthony J. Paquin 5/4/98
- ------------------------ -------------------
By: Anthony J. Paquin Date
Its: President
(and)
<PAGE>
/s/ Gary Paquin 5/4/98
- -------------------------------- -------------
By: Gary Paquin Date
Its: Vice President, Sales

GUARANTEED BY: (as individuals)

/s/ Anthony J. Paquin 5/4/98
- -------------------------------- -------------
Anthony J. Paquin Date
(and)

/s/ Gary Paquin 5/4/98
- -------------------------------- -------------
Gary Paquin Date

for the OWNER: Parkwood Business Properties

/s/ Stephen F. Meyer 5/4/98
- -------------------------------- -------------
Stephen F. Meyer Date
<PAGE>

April 29, 1998

7950 MEADOWLARK WAY
1040 SF OF NEW SPACE FOR NETIVATION

Remodel scope of work:

Revise air conditioning

Build 3 new offices as shown on the attached Floor Plan

Add coffee bar cabinets
- include space for cube refer below and microwave above
- include 17x22 stainless steel sink

Recarpet similar to existing space. 4" rubber base

Add 2x4 acoustical tile ceiling
- 2x4 3-tube flat lens fluorescent fixtures as standard
- optional pendant luminaire upcharge

Replace windowsills

Repaint

Add 1" building standard mini blinds

Cut opening (no door required) between existing and new office spaces
<PAGE>

Parkwood Business Properties, 700 Ironwood Dr., Ste 300, Coeur d'Alene, Idaho
83814
Voice 208:667-4086 Fax 208:667-5147

MEMO
April 30, 1998

TO: Tony Paquin

FROM: Steve Meyer

SUBJECT: Office space events

Here is a summary of the events in your office space growth:

7950 Meadowlark Way
Main suite
initially 511 sf of finished office
1297 sf of open space
added toilet room
coffee bar
closet
carpet
Initial Rent: $1140/mo

Upgrade remodel
added acoustical ceiling
New lighting
Revise air conditioning
Conference room
Prep'd walls for wallpaper by Netivation
Blinds for all windows
Add'l rent: $194/mo

Expansion into 1040 sf next door
Revise A/C
Replace carpet
Add coffee bar
Add three offices
Acoustical ceiling
Add new lighting
Replace window sills
Repaint

Add'l rent: $780/mo

Attached is scope of work for Nick, a schedule and a lease amendment. Please
sign the lease amendment and Chris will pick it up. Nick is ready to begin.
<PAGE>

MAP OF AREA

7950 Meadowlark Way
Paquin Construction Remodel
1/8" - 1'-0" 10-23-97
<PAGE>

MAP OF AREA

1040 sf remodel for Netivation PARKWOOD
7950 Meadowlark Way BUSINESS
Coeur d'Alene, ID 83814 PROPERTIES
April 30, 1998 Revision
<PAGE>

NETIVATION REMODEL
7950 Meadowlark Way
Suite C
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
ID Name Dur Start Finish Sequence April 26
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Netivation remodel of 1040 sF 23d 5/1/98 6/2/98
of space
- -----------------------------------------------------------------------------------------------------
2 Review and execute lease 1d 5/1/98 5/1/98
- -----------------------------------------------------------------------------------------------------
3 Carpet order and deliver 9d 5/4/98 5/14/98 2
- -----------------------------------------------------------------------------------------------------
4 Install carpet and base 1d 5/15/98 5/15/98 3
- -----------------------------------------------------------------------------------------------------
5 HVAC rough in 8d 5/598 5/15/98 2.6SF-1d
- -----------------------------------------------------------------------------------------------------
6 Ceiling grid 2d 5/18/98 5/19/98 4
- -----------------------------------------------------------------------------------------------------
7 Frame new walls 1d 5/20/98 5/20/98 6
- -----------------------------------------------------------------------------------------------------
8 Cut opening between spaces 1d 5/21/98 5/21/98 7
- -----------------------------------------------------------------------------------------------------
9 Gypd hang tape and finish 5d 5/21/98 5/27/98 7
- -----------------------------------------------------------------------------------------------------
10 Paint 1d 5/28/98 5/28/98 9
- -----------------------------------------------------------------------------------------------------
11 Install cabinets 1d 5/29/98 5/29/98 10
- -----------------------------------------------------------------------------------------------------
12 Install windowsills and blinds 2d 5/29/98 6/1/98 10
- -----------------------------------------------------------------------------------------------------
13 Trim plumbing and electrical 1d 5/29/98 5/29/98 10
- -----------------------------------------------------------------------------------------------------
14 Clean up 1d 6/2/98 6/2/98 11,12,13
- -----------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------
ID May 3 May 10 May 17 May 24 May 31 June 7
- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Review and execute lease
- ----
2 Carpet order and deliver
Install carpet and base
- ----
3 HVAC rough in
- ----
4 Ceiling grid
- ----
5 Frame new walls
- ----
6 Cut opening between spaces
Gypd hang. tape and finish
- ----
7 Paint
- ----
8 Install carpet
- ----
9 Install windowsill
and blinds
- ----
10 Trim plumbing and
electrical
Clean Up
- ----
11
- ----
12
- ----
13
- ----
14
- ----
</TABLE>

<PAGE>
EXHIBIT 10.11

SUBSCRIPTION
AGREEMENT

Page 1
<PAGE>

Netivation, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815

Gentlemen:

This will acknowledge that the undersigned hereby irrevocably subscribes to
purchase the number of shares of Preferred Stock of Netivation, Inc. (the
"Company") at a price of $1.25 per share for the aggregate purchase price set
forth below my signature at the foot of this Agreement. The Preferred Stock is
offered in blocks consisting of 20,000 shares of 8% Preferred Convertible Stock
(the "Securities" and the "Preferred Stock"), for an aggregate purchase price of
$25,000, convertible at a ratio of one share of common stock of the Company for
each share of Preferred Stock. Interest on the Preferred Stock will be "paid in
kind" or cash at the discretion of the Company for a period of three years, from
the date of the closing of the Offering. After three years from the date of the
closing of the Offering, if the Preferred Stock has not been redeemed or has not
been converted and the Company has a positive cash flow in sufficient amount to
pay accrued Preferred Stock dividends ("Sufficient Positive Cash Flow"), then
any Preferred Stock dividend will be payable in cash. The Preferred Stock may be
redeemed by the Company upon notice and will convert at the time of any public
offering of the Company's common stock, if any, or the at the time of an
acquisition of the Company.

The Company is offering a maximum of 2,400,000 shares of 8% Convertible
Preferred Stock on a best efforts, with an 800,000 shares minimum, and a
2,400,000 maximum basis to a limited number of accredited investors (the
"Offering"). In the event all of the offered Securities are sold, the Company
may agree to offer an additional 800,000 shares of Preferred Stock. This
Offering is being made pursuant to exemptions available under the Securities Act
of 1933, as amended (the "Act"), and under certain other laws, including the
securities laws of certain states. The terms of the Offering, a description of
the Securities and relevant information concerning the Company are set forth in
Company's Confidential Private Placement Memorandum (the "Memorandum"), a copy
of which has been provided to the undersigned.

The undersigned acknowledges that the Securities purchased hereby have not
been registered under the Act, or the securities laws of any state, that the
Securities are being purchased for investment purposes and not with a view to
distribution or resale, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such Securities for any particular
price, or at any particular time, or upon the happening of any particular event
or circumstance, except selling, transferring, or disposing of said Securities
made in full compliance with all applicable provisions of the Act, the Rules and
Regulations promulgated by the Securities and Exchange Commission thereunder,
and applicable state securities laws; and that such Securities must be held
indefinitely unless they are subsequently registered under the Act, or an
exemption from such registration is available, and will require an opinion of
counsel that registration is not required under the Act or such state securities
laws, and that the certificates to be issued will bear a legend indicating that
transfer of the Securities have not been so registered and the legend may bear
the following or similar words:

The Securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended. These
Securities have been acquired for investment purposes and not with a
view to distribution or resale, and may not be sold, assigned,
pledged, hypothecated or otherwise transferred without an closing
Registration Statement for such Securities under the Securities Act of
1933, as amended, and applicable state securities laws, or an opinion
of counsel satisfactory to the Issuer of these Securities to the
effect that registration is not required under such Act or such state
securities laws.

Additionally, such Securities may bear additional legends as are required
by or stated in the Memorandum or may be required by applicable state securities
laws.

In connection with the purchase of the Securities, the undersigned
acknowledges that the Company will be relying on the information and on the
representations set forth herein, and I hereby represent, warrant, agree and
acknowledge that:

(a) I have not received any general solicitation or general
advertising regarding the purchase of the Securities;

Page 2
<PAGE>

(b) There is no finder in connection with this transaction, but the
Company may employ NASDAQ member broker/dealers who will receive such
compensation as described in the Memorandum;

(c) I have sufficient knowledge and experience of financial and business
matters so that I am able to evaluate the merits and risks of purchasing the
Securities and I have had substantial experience in previous private and public
purchases of securities;

(d) I do not require for my liquidity needs the funds being used to
purchase the Securities, I have adequate means to provide for my personal needs,
and possess the ability to bear the economic risk of holding the Securities
purchased hereunder indefinitely, and can afford a complete loss on the purchase
of these Securities;

(e) I have been furnished with a copy of the Memorandum and any documents
and information which may have been made available upon request, have carefully
read the Memorandum and such documents and understand and have evaluated the
risks of a purchase of the Securities, and I have relied solely (except as
indicated in subsection (f) below) on the Memorandum and requested documents in
formulating my investment decision;

(f) During the transaction and prior to purchase, I have read this
Subscription Agreement and have had full opportunity to ask questions of and
receive answers from the Company and its officers and authorized representatives
regarding the terms and conditions of this Agreement, and the transactions
contemplated hereby, as well as the affairs of the Company and related matters.
I understand that I may have access to whatever additional information or
documents concerning the Company, its financial condition, its business, its
prospects, its management, its capitalization, and other similar matters that I
desire. In addition, I understand that I may have, at the offices of the
Company, at any reasonable hour, after reasonable prior notice, access to all
documents and information concerning the Company. I confirm that I do not desire
to receive any further information;

(g) I understand the meaning of the first five paragraphs of this
Subscription Agreement, and that a restrictive legend or legends will be placed
upon the certificates representing the Securities purchased hereunder, and that
instructions will be placed with the transfer agent for the Securities
prohibiting the transfer of the Securities absent full compliance with the Act
and applicable state securities laws;

(h) I understand that the purchase price of the Securities being purchased
hereby have been arbitrarily determined and bears no relationship to the assets
or book value of the Company, or other customary investment criteria;

(i) I understand that this Subscription Agreement is subject to the
Company's acceptance and may be rejected by the Company at any time prior to the
Closing, in either of their sole discretion, notwithstanding prior receipt by me
of notice of acceptance of my subscription;

(j) I acknowledge that there is no contract, undertaking, agreement or
arrangement with any person to sell, transfer or pledge to such person or anyone
else the Securities or any part thereof, and the undersigned has no present
plans to enter into any such contract, undertaking, agreement or arrangement;

(k) I understand that the Company, in their sole discretion, has the right
to make certain changes as they deem necessary in the Securities, as follows,
increasing the lock-up period or imposing an NASDAQ lock-up, in the event such
changes are required in order for the Company to have its securities listed for
Quotation in NASDAQ;

(1) I have read and fully understand the Memorandum of the Company
including all of the "Risk Factors" set forth therein; and

(m) I understand that my purchase of the securities will create certain
registration rights as follows:

(1) The holders of Registrable Securities as defined below will
have the right to one (but not more than one) "demand"
registration. Subject to the limitations of subparagraph 4
below, such "demand" registration may be requested at any
time following a period of one year after the closing of an
initial public offering of shares of Common Stock of the
Company ("IPO"), if any, by the delivery of a written demand
to the Company. Such demand must be executed by the Majority
Holders (as defined below) and must request

Page 3
<PAGE>

the registration of not less than 50% of the Registrable
Securities. Any such demand shall also state the names of the
holders requesting registration, the number of Registrable
Securities they wish to register and such holders' plan of
distribution.

Following a demand that meets the requirements described above,
the Company will as expeditiously as possible, but not later than
60 days after receipt of the demand, prepare and file with the
Securities and Exchange Commission ("Commission") a registration
statement on any form for which the Company then qualifies or
which counsel for the Company shall deem appropriate and which
form shall be available for the sale of the Registrable
Securities to be registered thereunder in accordance with the
intended methods of distribution thereof, and use its best
efforts to cause such filed registration statement to become
effective as soon as possible and to remain current for a period
of not less than the greater of (i) 9 months from the effective
date thereof, or (ii) sixteen months from the date of the last
audited financial statements contained in such Registration
Statement.

In connection with a "demand" registration, the Company will use
its best efforts to (i) register or qualify the Registrable
Securities under such other securities or blue sky laws of such
jurisdictions in the United States as any holder thereof,
reasonably (in light of such holder's intended plan of
distribution) requests and (ii) cause such Registrable Securities
to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other
acts and things that may be reasonably necessary or advisable to
enable such selling holder to consummate the disposition of the
Registrable Securities owned by such selling holder; provided
that the Company will not be required to (iv) qualify generally
to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph, (v) subject
itself to taxation in any such jurisdiction or (vi) consent to
general services of process in any such jurisdiction.

If the Company furnishes to the Majority Holders who have
requested a "demand" registration a certificate signed by the
President of the Company that in the good faith judgment of the
Board of Directors it would be seriously detrimental to the
Company or its shareholders for a registration statement to be
filed in the near future, then the Company's obligation to use
its best efforts to cause a "demand" registration statement to
become effective will be deferred for a period not to exceed 180
days from the date of receipt by the Company of the "demand"
registration request.

(2) The holders of Registrable Securities will have one "demand"
registration right subject to an underwriter's out clause, and
will have unlimited rights to "piggyback" on a registration
initiated by the Company subject to an underwriter's out clause.

If at any time after the completion of the IPO, if any, the
Company shall determine to register any of its securities, either
for its own account or the account of security holders, other
than (i) a registration relating solely to employee benefit
plans, or (ii) a registration relating solely to a transaction
covered by Commission Rule 145, the Company will promptly give to
each holder of Registrable Securities written notice of the
proposed registration and will include in such registration (and
any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the
Registrable Securities specified in a written request or
requests, made by holders of Registrable Securities within 20
days after receipt of such written notice from the Company.

In the event the Company gives notice of a proposed registration
as described above that involves an underwriting, the Company
shall so advise the holders of Registrable Securities as a part
of the written notice given to them. In such event the right of
any holder to participate in such registration shall be
conditioned upon such holder's participation in such
underwriting, and the inclusion of such holder's Registrable
Securities in the underwriting shall be subject to the
limitations provided herein. All

Page 4
<PAGE>

holders proposing to distribute their Registrable Securities
through such underwriting shall (together with the Company and
any other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such
underwriting by the Company.

Anything herein to the contrary notwithstanding, if the
underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the
managing underwriter may limit the number of securities to be
included in the secondary portion of such registration. The
Company shall so advise all holders of Registrable Securities and
any other holders distributing their securities through such
underwriting, and the number of shares of Registrable Securities
and other outstanding securities that may be included in the
registration and underwriting shall be allocated among all
holders thereof in proportion, as nearly as practicable, to the
respective amounts of securities entitled to inclusion in such
registration held by all such holders at the time of filing the
registration statement. To facilitate the allocation of shares in
accordance with the above provisions, the Company may round the
number of shares allocated to any holder to the nearest 100
shares. If any holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written
notice to the Company and the managing underwriter. Any
Registrable Securities excluded from such underwriting shall be
withdrawn from such registration but will remain eligible for one
additional "piggyback" registration pursuant to the procedures
described above.

(3) In connection with any "demand" or "piggyback" registration, the
Company shall pay the following registration expenses: (i) all
registration and filing fees of the Commission and the National
Association of Securities Dealers, Inc., (ii) fees and expenses
incurred in complying with state securities or blue sky laws
(including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable
Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties),
(v) the fees and expenses incurred in connection with any listing
of the Registrable Securities, and (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by
the Company. The Company shall have no obligation to pay any
underwriting fees, discounts, commissions, accounting or other
expenses attributable to the sale of Registrable Securities, or
any out-of-pocket expenses of the selling holders (or the agents
who manage their accounts) including the expenses of any legal
counsel selected by the selling holders to represent them in
connection with the sale of the Registrable Securities.

(4) Except as described above in connection with Registrable
Securities excluded from an underwritten "piggyback"
registration, the Company shall have no further obligation to
register any Registrable Securities after it has completed one
"demand" registration or "piggyback" registration, as the case
may be. The Company will have no obligation to include in any
"demand" or "piggyback" registration statement any shares of the
Registrable Securities that are eligible for sale pursuant to
Rule 144 under the Act. In addition, the Company will have no
obligation to register any of the Registrable Securities after
the second anniversary of the earlier to occur of (i) the
expiration date of the Warrants or (ii) the date upon which all
of the Warrants have been exercised in full.

Page 5
<PAGE>

(5) For purposes of the foregoing, the following terms have the
meanings set forth below:

(i) The term "Registrable Securities" means the shares of
Common Stock included in the Preferred Stock

(ii) The term "Majority Holders" means the holders holding
in the aggregate more than 50% of the Registrable
Securities

(6) Following a Demand, the Company will as expeditiously as
possible, but not later than 60 days after receipt of the Demand,
prepare and file with the Securities and Exchange Commission
("Commission") a registration statement on any form for which the
Company then qualifies or which counsel for the Company shall
deem appropriate and which form shall be available for the sale
of the Registrable Securities to be registered thereunder in
accordance with the intended methods of distribution thereof, and
use its best efforts to cause such filed registration statement
to become closing as soon as possible and to remain current for a
period of not less than the greater of (i) 9 months from the
closing date thereof, or (ii) 16 months from the date of the last
audited financial statements contained in, such Registration
Statement.

Except for any rescission rights that may be provided under applicable
laws, I am not entitled to cancel, terminate, or revoke my subscription, and any
agreements made in connection herewith shall survive my death or disability.

I hereby agree to indemnify and hold harmless the Company, the officers,
directors, stockholders, employees, agents and attorneys against any and all
losses, claims, demands, liabilities and expenses (including reasonable legal or
other expenses) incurred by each such person in connection with defending or
investigating any claims or liabilities, whether or not resulting in any
liability to such person to which any such indemnified party may become subject
under the Act, under any other statute, at common law or otherwise, insofar as
such losses, claims, demands, liabilities and expenses (a) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in this Subscription Agreement and Accredited Investor Questionnaire
or (b) arise out of or are based upon any breach of any representation, warranty
or agreement contained herein.

THIS SUBSCRIPTION AGREEMENT, PRIOR TO ITS ACCEPTANCE BY THE COMPANY AT THE
CLOSING OF THE OFFERING, IS NOT TRANSFERABLE OR ASSIGNABLE BY THE UNDERSIGNED.

FOLLOWING THE ACCEPTANCE OF THIS SUBSCRIPTION AGREEMENT BY THE COMPANY AT THE
CLOSING OF THIS OFFERING AND THE PURCHASE OF THE SECURITIES SUBSCRIBED FOR
THEREAT, THIS SUBSCRIPTION AGREEMENT AND THE RIGHTS THEREUNDER MAY BE
TRANSFERRED OR ASSIGNED BY THE SUBSCRIBER AND/OR ITS SUCCESSORS AND ASSIGNS, IN
WHOLE OR IN PART, TO ANY PERSON TO WHOM ALL OR ANY PORTION OF THE SECURITIES ARE
TRANSFERRED OR ASSIGNED. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IDAHO APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE IN CONNECTION WITH
ANY ACTION CONCERNING THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT. THIS
INSTRUMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES, AND THERE ARE NO
REPRESENTATIONS, COVENANTS OR OTHER AGREEMENTS EXCEPT AS STATED OR REFERRED TO
HEREIN. NEITHER THIS SUBSCRIPTION AGREEMENT NOR ANY PROVISION HEREOF SHALL BE
MODIFIED, DISCHARGED OR TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
THE PARTY AGAINST WHOM ANY WAIVER, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.

Page 6
<PAGE>

TO ALL PROSPECTIVE PURCHASERS:
- ------------------------------

THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED OR APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS BOOKLET. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

THESE SECURITIES ARE BEING OFFERED HEREBY IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, WHICH EXEMPTION DEPENDS UPON THE
EXISTENCE OF CERTAIN FACTS, INCLUDING BUT NOT LIMITED TO THE REQUIREMENTS THAT
THE SECURITIES ARE NOT BEING OFFERED THROUGH GENERAL ADVERTISING OR GENERAL
SOLICITATION, ADVERTISEMENTS OR COMMUNICATIONS IN NEWSPAPERS, MAGAZINES OR OTHER
MEDIA, OR BROADCASTS ON RADIO OR TELEVISION, AND THAT THESE SUBSCRIPTION
DOCUMENTS SHALL BE TREATED AS CONFIDENTIAL BY THE PERSONS TO WHOM THEY ARE
DELIVERED. ANY DISTRIBUTION OF THESE SUBSCRIPTION DOCUMENTS OR ANY PART HEREOF
OR THEREOF OR DIVULGENCE OF ANY OF THEIR CONTENTS SHALL BE UNAUTHORIZED.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SUBSCRIPTION DOCUMENTS CONSTITUTE AN OFFER ONLY IF A NAME APPEARS ON THE
APPROPRIATE PLACE ON THE FRONT COVER. ANY REPRODUCTION OR DISTRIBUTION OF THE
SUBSCRIPTION DOCUMENTS, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR
CONTENTS TO ANY PERSON OTHER THAN THE PERSON NAMED ON THE COVER PAGE, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE COMPANY HAS THE
RIGHT TO REJECT SUBSCRIPTIONS IN WHOLE OR IN PART.

SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

FOR RESIDENTS OF FLORIDA
- ------------------------

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT, AND THEY THEREFORE HAVE THE STATUS OF
SECURITIES ACQUIRED IN AN EXEMPT TRANSACTION UNDER SECTION 517.061 OF THE
FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. EACH OFFEREE WHO IS A FLORIDA
RESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS:
"WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA]
MADE PURSUANT TO SECTION 517.061(11) SHALL BE VOIDABLE BY THE PURCHASER IN SUCH
SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3
DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER,
WHICHEVER OCCURS EARLIER."

Page 7
<PAGE>

FOR RESIDENTS OF NEW YORK
- -------------------------

THE UNDERSIGNED UNDERSTANDS THAT THE OFFERING OF THESE SECURITIES HAS NOT BEEN
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK BECAUSE OF THE
OFFEROR'S REPRESENTATIONS THAT THIS IS INTENDED TO BE A NON-PUBLIC OFFERING
PURSUANT TO SEC REGULATION D, AND THAT IF ALL THE CONDITIONS AND LIMITATIONS OF
REGULATION D ARE NOT COMPLIED WITH, THE OFFERING WILL BE RESUBMITTED TO THE
ATTORNEY GENERAL FOR AMENDED EXEMPTION. THE UNDERSIGNED FURTHER UNDERSTANDS THAT
ANY OFFERING LITERATURE USED IN CONNECTION WITH THIS OFFERING HAS BEEN PREFILED
WITH THE ATTORNEY GENERAL AND HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL. THE
SECURITIES ARE BEING PURCHASED FOR THE UNDERSIGNED'S OWN ACCOUNT FOR INVESTMENT,
AND NOT FOR DISTRIBUTION OR RESALE TO OTHERS. THE UNDERSIGNED AGREES THAT THE
UNDERSIGNED WILL NOT SELL OR OTHERWISE TRANSFER THESE SECURITIES UNLESS THEY ARE
REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE. THE UNDERSIGNED REPRESENTS THAT THE UNDERSIGNED
HAS ADEQUATE MEANS OF PROVIDING FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES AND THAT THE UNDERSIGNED HAS NO NEED FOR LIQUIDITY OF THIS
INVESTMENT.

THE UNDERSIGNED FURTHER UNDERSTANDS THAT ALL DOCUMENTS, RECORDS AND BOOKS
PERTAINING TO THE INVESTMENT HAVE BEEN MADE AVAILABLE FOR INSPECTION BY HIS
ATTORNEY, HIS ACCOUNTANT AND/OR HIS OFFEREE REPRESENTATIVE AND HIMSELF, AND THAT
THE BOOKS AND RECORDS OF THE ISSUER WILL BE AVAILABLE UPON REASONABLE NOTICE,
FOR INSPECTION BY INVESTORS AT REASONABLE HOURS AT ITS PRINCIPAL PLACE OF
BUSINESS.

Dated: ___________, 1998

ENTITY SUBSCRIBERS SIGN HERE: INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________ _____________________________________
Print Name of Subscriber Print Name of Subscriber

By:_____________________________ _____________________________________
Signature

________________________________ _____________________________________
Print Name and Title of Person Signature of Joint Subscriber, if any
Signing

________________________________ _____________________________________
Taxpayer Identification Number Social Security Number

Mailing Address: Residence Address (No P.O. Box Numbers):

________________________________ _____________________________________

Page 8
<PAGE>

Number of shares of Preferred Stock Subscribed:________________

Total Purchase Price: $_______

Payment Enclosed: $___________

(Check One)

____ Individual

____ Tenants-in-Common

____ Joint tenants with right of survivorship (each must sign)

____ Community Property*

____ In Partnership

____ As custodian, trustee or agent for Corporation

*If the Investor(s) is a resident of a community property state (such as
Florida) the subscription should indicate whether the Securities will be owned
as separate or community property and are to be registered jointly in the name
of more than one person, the nature of the joint ownership should be indicated
(i.e., tenants in common, joint tenants with right of survivorship, tenants by
the entirety, or other designation as may be permitted by law of the Investor's
domicile).

Subscribers are requested to use the appropriate acknowledgement or have two
--
witnesses, not associated with the subscriber witness the subscriber's
signature.

WITNESSES

First Witness:
- -------------

Print Name of Witness:___________________ Print Address:______________________

Signature of Witness:____________________ ______________________

Second Witness:
- --------------

Print Name of Witness:___________________ Print Address:______________________

Signature of Witness:____________________ ______________________

Page 9
<PAGE>

INDIVIDUAL ACKNOWLEDGEMENT

STATE OF )
ss:
COUNTY OF )

On the ____ day of _______________ 1998, before me personally came
________________________________ and _______________________________ to me known
to be the individual(s) described in and who executed the foregoing instrument,
and acknowledged that (he)(she)(they) executed the same.

[Notary Seal]

________________________________
Notary Public

My Commission Expires:__________

CORPORATE ACKNOWLEDGEMENT

STATE OF )
ss:
COUNTY OF )

On the _______ day of ______________, 1998, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that deponent resides at ___________________________; deponent is
_________________________ of ______________________________, the corporation
described in and which executed the foregoing instrument; and that deponent
signed (his)(her) name by order of the Board of Directors of said corporation.

[Notary Seal]

________________________________
Notary Public

My Commission Expires:__________

PARTNERSHIP ACKNOWLEDGEMENT

STATE OF )
ss:
COUNTY OF )

The foregoing instrument was sworn to and acknowledged before me on
__________________, 1998, by ________________________ of _____________________,
a partnership, on behalf of the partnership.

[Notary Seal]

________________________________
Notary Public

My Commission Expires:__________

TRUST ACKNOWLEDGEMENT

STATE OF )

Page 10
<PAGE>

ss:
COUNTY OF )

The foregoing instrument was sworn to and acknowledged before me on
______________, 1998, by _______________________ of __________________________
as Trustee of the ___________________________________ Trust.

[Notary Seal]

________________________________
Notary Public

My Commission Expires:___________

The foregoing subscription is hereby accepted by Netivation, Inc. this ____ day
of _______________, 1998 for ____ shares of Preferred Shares. Netivation, Inc.,
by its execution hereof, hereby confirms its agreement to be bound by the
provisions of this Agreement.

NETIVATION, INC.

By:_____________________________
(An Authorized Officer)

Page 11
<PAGE>

NETIVATION
PREFERRED INVESTOR LIST

<TABLE>
<CAPTION>
Number Amount
Cert. Of of Number
No. Investor Name Units Subscription of Shares
------------- ----- ------------ ---------
<S> <C> <C> <C> <C>
1ST CLOSING (11/10/98)

1 Ed and Eleanor Lowe Trust 1.00 $ 25,000 20,000.00
2 John C. Swallow 3.00 $ 75,000 60,000.00
3 Bret A. Dirks, Trustee/FBO Retirement Trust Fund 1.00 $ 25,000 20,000.00
4 Tom Robb 1.50 $ 37,500 30,000.00
5 D. Bruce Chase and Jamie S. Chase 1.00 $ 25,000 20,000.00
6 Paul Stabel 0.50 $ 12,500 10,000.00
7 Michael L. Wallach 1.00 $ 25,000 20,000.00
8 Michael K. Morgan 0.50 $ 12,500 10,000.00
9 William H. Pierre, Jr. 1.00 $ 25,000 20,000.00
10 Gerald R. Sensabaugh,Jr. and Elizabeth J. Sensabaugh 1.00 $ 25,000 20,000.00
11 Yoshie K. Nordling 1.00 $ 25,000 20,000.00
12 John W. Hippler and Cynthia A. Hippler 1.00 $ 25,000 20,000.00
13 Cariplo Bank 2.00 $ 50,000 40,000.00
14 ICM Asset Management, Inc. 3.00 $ 75,000 60,000.00
15 Jon Sandstrom 1.00 $ 25,000 20,000.00
16 Gary Bennett 0.50 $ 12,500 10,000.00
17 Mark J. Ray, Sr. 2.00 $ 50,000 40,000.00
18 Jacklin Investments LP 2.00 $ 50,000 40,000.00
19 Joyce L. Stump, trustee 1.00 $ 25,000 20,000.00
20 Richard and Martha Jane Bright 0.50 $ 12,500 10,000.00
21 Bank Inter-Madrid 1.00 $ 25,000 20,000.00
22 Dr. Dale L. Davis 1.00 $ 25,000 20,000.00
23 James M. Simmons 2.00 $ 50,000 40,000.00
24 George Bernard Smith 2.00 $ 50,000 40,000.00
25 Dennis Erickson 1.00 $ 25,000 20,000.00
26 Paul Swy Trust 1.00 $ 25,000 20,000.00
27 Wallis Wood 1.00 $ 25,000 20,000.00
28 Joseph Tedesco 0.75 $ 18,750 15,000.00
29 Cathyanne Lavins and Robert Nonini 1.00 $ 25,000 20,000.00
30 Fortis Bank 2.00 $ 50,000 40,000.00
32 Floyd E. Hambelton 1.00 $ 25,000 20,000.00
33 Ralph Waldrip 1.00 $ 25,000 20,000.00
34 Dennis Garland 0.25 $ 6,250 5,000.00
=========================================
TOTAL 40.50 $1,012,500 810,000.00

2ND CLOSING (NOVEMBER 27, 1998)
35 Bruce Franklin 1.00 $ 25,000 20,000.00
36 Robert Davis 1.00 $ 25,000 20,000.00
37 Brian Krost 0.25 $ 6,250 5,000.00
38 Victor Buccellato 0.50 $ 12,500 10,000.00
39 Dickson R. Shipman 0.50 $ 12,500 10,000.00
40 William D. Long 1.00 $ 25,000 20,000.00
41 Arnold E. Greenburg 1.00 $ 25,000 20,000.00
42 Michael L. Wallach 0.50 $ 12,500 10,000.00
43 William K. Stickfaden 2.00 $ 50,000 40,000.00
44 Reldon Holgate 0.50 $ 12,500 10,000.00
========================================
TOTAL 8.25 $ 206,250 165,000.00
</TABLE>

Page 12
<PAGE>

<TABLE>
<CAPTION>
3RD CLOSING (DECEMBER 28, 1998)
<S> <C> <C> <C>
45 Richard Sarris 0.50 $ 12,500 10,000.00
46 Harold Roush, Jr. 1.00 $ 25,000 20,000.00
47 George G. Gregory 1.00 $ 25,000 20,000.00
48 Richard H. Deihl 2.00 $ 50,000 40,000.00
49 Carl E. Cullen 0.50 $ 12,500 10,000.00
50 Allan J. Ligi 2.00 $ 50,000 40,000.00
51 3 J's Investment Company 1.00 $ 25,000 20,000.00
52 Charles J. Herrmann 1.00 $ 25,000 20,000.00
53 Ronald de Quilettes & Frits de Quilettes & Gerda de Quilettes 1.00 $ 25,000 20,000.00
54 John P. Bender 0.25 $ 6,250 5,000.00
55 Joseph Chirico 1.00 $ 25,000 20,000.00
56 Dennis Erickson 1.00 $ 25,000 20,000.00
57 Michael L. Wallach 0.25 $ 6,250 5,000.00
58 Ronald Shapiro 0.50 $ 12,500 10,000.00
59 Lindburgh Boatwright, Jr. 1.00 $ 25,000 20,000.00
60 Edward J. Wieczoerk 1.00 $ 25,000 20,000.00
61 Philip V. O'Connell 1.00 $ 25,000 20,000.00
62 George D. Hansen 1.00 $ 25,000 20,000.00
63 Pathology Associates Inc./Profit Sharing & Money/Purchase 0.50 $ 12,500 10,000.00
Pension Plan FBO/Felix Martinez, Jr., MD
64 Jon W. Gum 0.50 $ 12,500 10,000.00
65 John K. Meagher 1.00 $ 25,000 20,000.00
66 IHC, Inc. 1.00 $ 25,000 20,000.00
67 Erkki Oranen & Marcia Oranen 1.00 $ 25,000 20,000.00
68 Mitch Miladinovich 1.00 $ 25,000 20,000.00
69 Gary C. Forcum 5.00 $ 125,000 100,000.00
70 Richard Houghton 5.00 $ 125,000 100,000.00
71 Keith C. Shoff 0.50 $ 12,500 10,000.00
72 Willard E. Burks & Colleen Burks 0.50 $ 12,500 10,000.00
73 John L. Lenhart & Janice A. Lenhart 0.25 $ 6,250 5,000.00
74 James Michael Caughorn 1.00 $ 25,000 20,000.00
75 Dr. Robert Gober 1.00 $ 25,000 20,000.00
76 Svenska Handelsbanken S.A. 2.00 $ 50,000 40,000.00
77 Daniel J. Feiten 1.00 $ 25,000 20,000.00
78 Victor J. Buccellato 0.75 $ 18,750 15,000.00
79 Stephen P. Clifford 1.00 $ 25,000 20,000.00
80 George J. Tahan & Mel Tahan 1.00 $ 25,000 20,000.00
81 Scott M. Hayes 6.00 $ 150,000 120,000.00
82 V. Dale Blickenstaff & Gernelda Blickenstaff 2.00 $ 50,000 40,000.00
83 Eugene D. Heil & Mary Frances Heil 2.00 $ 50,000 40,000.00
84 Susan M. Allison 1.00 $ 25,000 20,000.00
85 Dr. Robert Gober 0.50 $ 12,500 10,000.00
86 Leonard Halperin & Linda S. Halperin 0.25 $ 6,250 5,000.00
87 William T. Morkill 0.25 $ 6,250 5,000.00
88 George Bernard Smith 2.00 $ 50,000 40,000.00
89 Larry R. Martin 2.00 $ 50,000 40,000.00
90 Jack L. Ossello 0.50 $ 12,500 10,000.00
91 David C. Meltzer 0.50 $ 12,500 10,000.00
92 C. Wayne Mercer & Sheila Clayton Mercer 4.00 $ 100,000 80,000.00
93 Stephen P. Clifford, Ttee/FBO Clifford Corporation/Defined 2.00 $ 50,000 40,000.00
Benefit Pension Plan
94 Chuchi R. Menez, Ttee/The Batangas Trust 0.50 $ 12,500 10,000.00
95 Fred C. Hoeppner & Margaret J. Hoeppner, Ttee/The Fred C. 0.25 $ 6,250 5,000.00
Hoeppner Trust
96 Roy J. Ellsworth 1.00 $ 25,000 20,000.00
</TABLE>

Page 13
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
97 Howard L. Gregg 2.00 $ 50,000 40,000.00
98 Kenneth A. Raschke 0.50 $ 12,500 10,000.00
99 John M. Hawkins 0.50 $ 12,500 10,000.00
100 Terrill E. Hunt 1.00 $ 25,000 20,000.00
101 John Markelwith 0.50 $ 12,500 10,000.00
102 Michael J. Kuhn 1.00 $ 25,000 20,000.00
103 James R. Edwards, Jr. 1.00 $ 25,000 20,000.00
104 John Bartholomew & Kathy Bartholomew 1.00 $ 25,000 20,000.00
105 William D. Brennick DDS PC/Profit Sharing Plan 2.00 $ 50,000 40,000.00
106 Robert K. West 2.00 $ 50,000 40,000.00
107 Frederick C. McMurray 1.00 $ 25,000 20,000.00
108 First Mortgage Income Trust 1.00 $ 25,000 20,000.00
109 Carl Richard 0.50 $ 12,500 10,000.00
110 William Cable 1.00 $ 25,000 20,000.00
111 Carol A. Davis 1.00 $ 25,000 20,000.00
112 Mark S. Moss, DDS 0.50 $ 12,500 10,000.00
113 Randall Roets & Donna Roets 0.50 $ 12,500 10,000.00
114 Frederick C. McMurray IRA 1.50 $ 37,500 30,000.00
115 Richard L. Coffey 4.00 $ 100,000 80,000.00
116 Peter I. Freinberg 0.50 $ 12,500 10,000.00
117 Alice A. McGary 1.00 $ 25,000 20,000.00
118 Ramon V. Fadrilan 1.00 $ 25,000 20,000.00
119 Steve Schmidt 2.00 $ 50,000 40,000.00
120 Kenneth A. Raschke 0.25 $ 6,250 5,000.00
121 Walter Westling 4.00 $ 100,000 80,000.00
122 The Bank of Grays Harbor/Deferred Compensation Plan 3.00 $ 75,000 60,000.00
123 Jay M. Greene 1.00 $ 25,000 20,000.00
124 John McNulty 1.00 $ 25,000 20,000.00
125 Gregory A. Helbling 0.75 $ 18,750 15,000.00
126 John S. Trecker 1.00 $ 25,000 20,000.00
127 Christopher J. Verhaegh 1.00 $ 25,000 20,000.00
128 IHC, Inc. 0.50 $ 12,500 10,000.00
129 Larry B. Fulton & Deanna D. Fulton 2.00 $ 50,000 40,000.00
130 James C. Reisenbuechler 1.00 $ 25,000 20,000.00
131 Dr. Robert Gober 0.50 $ 12,500 10,000.00
==========================================
TOTAL 108.75 $2,718,750 2,175,000.00

4TH CLOSING (JANUARY 6, 1999)

132 John M. Tonani 1.50 $ 37,500 30,000.00
133 Fred Hardenburgh 1.00 $ 25,000 20,000.00
==========================================
TOTAL 2.50 $ 62,500 50,000.00

5TH CLOSING (JANUARY 29,1999)

134 Arctic Striping, Inc. 1.00 $ 25,000 20,000.00
135 Dale L. Davis 1.00 $ 25,000 20,000.00
136 David L. & Susan Schreiber 1.00 $ 25,000 20,000.00
137 Phillip C. Courtney 0.50 $ 12,500 10,000.00
138 Keith Brian Coyne & Gudrun Dagmar Scheufler 2.00 $ 50,000 40,000.00
139 Robert G. Hohman 1.00 $ 25,000 20,000.00
140 Bernadette Hohman, Ttee 1.00 $ 25,000 20,000.00
141 Michael Nagle 0.50 $ 12,500 10,000.00
142 Bob Anderson Family LLC 1.00 $ 25,000 20,000.00
143 Robert & Jean Worrell 1.50 $ 37,500 30,000.00
144 B & G Properties 0.50 $ 12,500 10,000.00
145 Jeffrey J. Hebert 1.00 $ 25,000 20,000.00
146 Samuel G. McCormick 1.00 $ 25,000 20,000.00
147 Ervin A. Johnson 1.00 $ 25,000 20,000.00
148 Gene & Karen Clark 1.00 $ 25,000 20,000.00
</TABLE>

Page 14
<PAGE>

<TABLE>
<S> <C> <C> <C>
149 Jerry A. & Chau-Lee Gilliam & 0.75 $ 18,750 15,000.00
150 First Mortgage Income Trust 1.00 $ 25,000 20,000.00
151 Jake T. Conklin 0.50 $ 12,500 10,000.00
152 Nader Morovati 0.50 $ 12,500 10,000.00
153 Theodore R.& Sandra Binder 0.75 $ 18,750 15,000.00
154 Chase Steven Mart 1.50 $ 37,500 30,000.00
155 Bret L.& Connie Adee & 1.00 $ 25,000 20,000.00
156 Michael Tursi 2.00 $ 50,000 40,000.00
157 Brion W. Potter 0.50 $ 12,500 10,000.00
158 Gary Meliker 0.50 $ 12,500 10,000.00
159 R. Digby & Chris D Roberts 1.00 $ 25,000 20,000.00
160 Greg H. & Paula Anderson 0.50 $ 12,500 10,000.00
161 Bessie H. Smoak 8.00 $ 200,000 160,000.00
162 John Markelwith 0.50 $ 12,500 10,000.00
163 W. Lester Bryan 0.25 $ 6,250 5,000.00
164 Bradley R. & Gina Martin 0.50 $ 12,500 10,000.00
165 Hal Claude Baird 1.00 $ 25,000 20,000.00
166 Richard M. Hanson 0.50 $ 12,500 10,000.00
167 Norman F. & Linda J. Sather 1.00 $ 25,000 20,000.00
168 D. Corry Perkins 1.00 $ 25,000 20,000.00
169 Vaughn R. & Beth T. Ransom, Ttees 1.00 $ 25,000 20,000.00
170 Paul E. Piper 1.00 $ 25,000 20,000.00
171 Mark W. Houk 0.75 $ 18,750 15,000.00
172 Fred & Margaret J. Hoeppner, Ttees 0.25 $ 6,250 5,000.00
173 Mark W. Houk 1.00 $ 25,000 20,000.00
174 Stanley H. King 1.00 $ 25,000 20,000.00
175 Alan Dernbach 1.00 $ 25,000 20,000.00
176 Steve K. & Carol J. Jackson 1.00 $ 25,000 20,000.00
177 Daryl M. Frost 0.50 $ 12,500 10,000.00
178 Gary T. Dance 0.50 $ 12,500 10,000.00
179 Michael Noonan 1.00 $ 25,000 20,000.00
180 Western Construction, Inc. 1.00 $ 25,000 20,000.00
181 Bernard Daines 2.00 $ 50,000 40,000.00
182 I. Joseph Shyne, Ttee 0.50 $ 12,500 10,000.00
183 Paul E. Piper 1.00 $ 25,000 20,000.00
184 Steven G. Tirrell 0.50 $ 12,500 10,000.00
185 John D. Beebe, Jr. 1.00 $ 25,000 20,000.00
186 Randall J. Nelson 0.50 $ 12,500 10,000.00
187 Steven J. Maher 0.50 $ 12,500 10,000.00
188 Kenneth S. Isroff 0.50 $ 12,500 10,000.00
189 Bayside - Harbor Properties 1.00 $ 25,000 20,000.00
190 Catherine S. Glowka 0.50 $ 12,500 10,000.00
191 Douglas P. Hudson 0.50 $ 12,500 10,000.00
192 Dale L. Davis 1.00 $ 25,000 20,000.00
193 C. Wayne & Sheila Clayton Mercer 1.00 $ 25,000 20,000.00
194 Paul E. Piper 1.00 $ 25,000 20,000.00
195 William A. & Laurel A. Eckholm 2.00 $ 50,000 40,000.00
196 David C. Meltzer 0.50 $ 12,500 10,000.00
197 Dickson R. Shipman 0.25 $ 6,250 5,000.00
198 Don Huggins 1.00 $ 25,000 20,000.00
199 Michael Parasson 1.50 $ 37,500 30,000.00
200 Vincent S. Verneuil 0.50 $ 12,500 10,000.00
201 Vaughn R. & Beth T. Ransom 1.00 $ 25,000 20,000.00
202 R.C. Laird, Ttee 0.75 $ 18,750 15,000.00
203 Western Airlines LC 2.00 $ 50,000 40,000.00
204 Randall & Donna Roets 0.25 $ 6,250 5,000.00
205 John W. McGrath D.O. 0.25 $ 6,250 5,000.00
206 Victor J. Buccellato 0.50 $ 12,500 10,000.00
</TABLE>

Page 15
<PAGE>

<TABLE>
<S> <C> <C> <C>
207 Chuchi R. Menez, Ttee 0.50 $ 12,500 10,000.00
208 Nicholas Joseph Parasson 0.50 $ 12,500 10,000.00
209 Xpress Information & Technology, Inc. 1.25 $ 31,250 25,000.00
----------------------------------
Total 72.50 $1,812,500 1,450,000.00
============

GRAND TOTAL PREFERRED STOCK 232.50 $5,812,500 4,650,000.00
==================================
</TABLE>

Page 16

<PAGE>

EXHIBIT 10.12

WARRANT NO. _____

WARRANT TO PURCHASE SHARES
OF PREFERRED STOCK
OF NETIVATION.COM, INC.

Warrant to Purchase ___________________ Shares
(subject to adjustment as set forth herein)

Exercise Price $1.25 Per Share
(subject to adjustment as set forth herein)

VOID AFTER 3:00 P.M., COEUR D'ALENE, IDAHO, TIME, January 31, 2005

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR REGISTERED OR QUALIFIED UNDER
ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION FILED IN
ACCORDANCE WITH THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT.

Netivation.com, Inc., 7950 Meadowlark Way, Coeur d'Alene, Idaho 83815, (the
"Company"), hereby certifies that, for value received, ___________________,
(who, together with any subsequent holder of the Warrant, is referred to as the
"Holder"), is entitled, subject to the terms and conditions set forth below, to
purchase from the Company at any time before 3:00 p.m., Coeur d'Alene, Idaho
time, on January 31, 2005 ("Expiration Date"), up to ________________________
shares of the Company's $.01 par value 8% Convertible Preferred Stock (the
"Shares") at a purchase price of $1.25 per Share (the "Exercise Price").

The term "Warrant" as used herein shall include this Warrant and any Warrants
issued in substitution for or replacement of this Warrant, or any Warrants into
which this Warrant may be divided or exchanged. The number and character of the
securities purchasable upon exercise of this Warrant and the Exercise Price are
subject to adjustment as provided below. The Shares, as adjusted, purchasable
upon the exercise of this Warrant are hereinafter referred to as "Warrant
Security" in the singular and "Warrant Securities" in the plural, and, except as
otherwise provided herein, shall be as described in the Company's Private
Placement Memorandum dated August 17, 1998, as supplemented, ("Initial Offering
Date").

This Warrant may be assigned, transferred, sold, offered for sale, or
exercised, in whole or in part, by the Holder upon compliance with all the
pertinent provisions hereof.

1
<PAGE>

1. Exercise of Warrant.
-------------------

(a) Subject to the other terms and conditions of this Warrant, the purchase
rights evidenced by this Warrant may be exercised in whole or in part at
any time, and from time to time before the Expiration Date, by the
Holder's presentation and surrender of this Warrant to the Company at its
principal office or at the office of the Company's stock transfer agent,
if any, accompanied by a duly executed Notice of Exercise, in the form
attached to and by this reference incorporated in this Warrant as Exhibit
A, and by payment of the aggregate Exercise Price, in immediately
available funds, for that number of Warrant Securities specified in the
Notice of Exercise. In the event this Warrant is exercised in part only,
as soon as is practicable after the presentation and surrender of this
Warrant to the Company for exercise, the Company shall execute and
deliver to the Holder a new Warrant, containing the same terms and
conditions as this Warrant, evidencing the right of the Holder to
purchase that number of Warrant Securities as to which this Warrant has
not been exercised.

(b) Upon receipt of this Warrant by the Company as described in subsection
(a) above, the Holder shall be deemed to be the holder of record of the
Warrant Securities issuable upon such exercise, notwithstanding that the
transfer books of the Company may then be closed or that certificates
representing such Warrant Securities may not have been prepared or
actually delivered to the Holder.

2. Exchange, Assignment or Loss of Warrant.
---------------------------------------

(a) This Warrant may be sold, transferred or assigned at any time, in whole
or in part, if (i) the transfer is by operation of law as a result of the
death of any Holder to whom all or a portion of this Warrant may be
transferred, (ii) the transfer is to any successor of the Holder's
business and (iii) to such other persons for which transaction an
exemption from the registration requirements of the Act can be
established to the satisfaction of the Company. All sales, transfers,
assignments or hypothecations of this Warrant must be in compliance with
Section 8 hereof. Any assignment or transfer of this Warrant shall be
made by the presentation and surrender of this Warrant to the Company at
its principal office or the office of its transfer agent, if any,
accompanied by a duly executed Assignment Form, in the form attached to
and by this reference incorporated in this Warrant as Exhibit B. Upon
the presentation and surrender of these items to the Company, the
Company, at its sole expense, shall execute and deliver to the new Holder
or Holders a new Warrant or Warrants, containing the same terms and
conditions as this Warrant, in the name of the new Holder or Holders as
named in the Assignment Form, and this Warrant shall at that time be
canceled.

(b) This Warrant, alone or with other Warrants containing the same terms
and conditions and owned by the same Holder, is exchangeable at the
option of the Holder but at the Company's sole expense, at any time prior
to its expiration either by its terms or by its exercise in full upon
presentation and surrender to the Company at its principal office

2
<PAGE>

or at the office of its transfer agent, if any, for another Warrant or
other Warrants, of different denominations but containing the same terms
and conditions as this Warrant, entitling the Holder to purchase the same
aggregate number of Warrant Securities that were purchasable pursuant to
the Warrant or Warrants presented and surrendered. At the time of
presentation and surrender by the Holder to the Company, the Holder also
shall deliver to the Company a written notice, signed by the Holder,
specifying the denominations in which new Warrants are to be issued to
the Holder.

(c) The Company will execute and deliver to the Holder a new Warrant
containing the same terms and conditions as this Warrant upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, provided that (i) in the case
of loss, theft, or destruction, the Company receives from the Holder a
reasonably satisfactory indemnification, and (ii) in the case of
mutilation, the Holder presents and surrenders this Warrant to the
Company for cancellation. Any new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the
Company regardless of whether the Warrant that was lost, stolen,
destroyed, or mutilated shall be enforceable by anyone at any time.

(d) If the 8% Convertible Preferred Stock of the Company is converted to
$.01 par value common stock of the Company upon the occurrence of either
of the following events: (1) the Company closes an initial public
offering of its Common Stock (an "IPO"); or (2) the majority of the
shares of stock of the Company entitled to vote are acquired by any one
individual or entity or any group of related individuals or entities,
whether by purchase, merger, share exchange, or otherwise, including by
operation of law, then the securities underlying this Warrant shall
automatically convert to $.01 par value common stock of the Company on
the same terms as the above occurrences.

3. Anti-Dilution Provisions.
------------------------

3.1 Stock Splits, Dividends, Etc.
----------------------------

(a) If the Company shall at any time subdivide its outstanding shares
of Preferred Stock (or other securities at the time receivable
upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Preferred Stock
to its stockholders, the number of shares of Preferred Stock
subject to this Warrant immediately prior to such subdivision
shall be proportionately increased, and if the Company shall at
any time combine the outstanding shares of Preferred Stock by
recapitalization, reclassification or combination thereof, the
number of shares of Preferred Stock subject to this Warrant
immediately prior to such combination shall be proportionately
decreased. Any such adjustment and adjustment to the Exercise
Price pursuant to this section shall be effective at the close of
business on the effective date of such subdivision or combination
or if any

3
<PAGE>

adjustment is the result of a stock dividend or distribution then
the effective date for such adjustment based thereon shall be the
record date therefor.

(b) Whenever the number of shares of Preferred Stock purchasable upon
the exercise of this Warrant is adjusted, as provided in this
section, the Exercise Price shall be adjusted to the nearest cent
by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the
number of shares of Preferred Stock purchasable upon the exercise
immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Preferred Stock so
purchasable immediately thereafter.

3.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of
---------------------------------------------------------
any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable on the exercise of this
Warrant) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation,
then, and in each such case, the Holder of this Warrant upon the
exercise at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in
lieu of the securities and property receivable upon the exercise of
this Warrant prior to such consummation, the securities or property to
which such Holder would have been entitled upon such consummation if
such Holder had exercised this Warrant immediately prior thereto; in
each such case, the terms of this Warrant shall be applicable to the
securities or property received upon the exercise of this Warrant
after such consummation.

3.3 Certificate as to Adjustments. In each case of an adjustment in the
-----------------------------
number of shares of Preferred Stock receivable on the exercise of this
Warrant, the Company at its expense shall promptly compute such
adjustment in accordance with the terms of the Warrant and prepare a
certificate executed by an officer of the Company setting forth such
adjustment and showing the facts upon which such adjustment is based.
The Company shall forthwith mail a copy of each such certificate to
each Holder. The failure to prepare or provide such certificate shall
not modify the rights of any party hereunder.

3.4 Notices of Record Date, Etc. In case:
---------------------------

(a) the Company shall take a record of the holders of its Preferred
Stock (or other securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to
receive any dividend (other than a cash dividend at the same rate
as the rate of the last cash dividend theretofore paid) or other
distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities, or to receive any other right; or

4
<PAGE>

(b) of any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the
Company shall mail or cause to be mailed to each Holder a notice
specifying, as the case may be, (i) the date on which a record is
to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take
place, and the time, if any, to be fixed, as to which the holders
of record of Preferred Stock (or such other securities at the
time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Preferred Stock (or such
other securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty (20) days prior to the
date therein specified, and this Warrant may be exercised prior
to said date during the term of the Warrant.

3.5 Threshold for Adjustments. Anything in this section to the contrary
-------------------------
notwithstanding, the Company shall not be required to give effect to
any adjustment until the cumulative resulting adjustment in the
Exercise Price pursuant to Subsection 6.1.2 shall have required a
change of the Exercise Price by at least $.01, but when the cumulative
net effect of more than one adjustment so determined shall be to
change the Exercise Price by at least $.01, such full change in the
Exercise Price shall thereupon be given effect. No adjustment shall
be made by reason of the issuance of shares upon conversion rights,
stock issuance rights or similar rights currently outstanding or any
change in the number of treasury shares held by the Company.

4. Reservation of Warrant Securities. The Company hereby agrees that at all
---------------------------------
times prior to the Expiration Date, it will have authorized and will
reserve and keep available for issuance and delivery to the Holder that
number of Warrant Securities that may be required from time to time for
issuance and delivery upon the exercise of the then unexercised portion of
this Warrant and all other similar Warrants then outstanding and
unexercised and upon the exercise of any Warrant Securities.

5. Registration Under the Securities Act of 1933.
---------------------------------------------

(a) If at any time following the Company's IPO and prior to the Expiration
Date, the Company files a registration statement with the United States
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), or pursuant to any other act passed after
the date of this Agreement, which filing provides for the sale of
securities by the Company to the public, or files a Regulation A
Offering Statement under the Act, the Company shall offer to the Holder
or Holders of this Warrant and the holders of any Warrant Securities
the

5
<PAGE>

opportunity to register the Warrant Securities at the Company's sole
expense; provided, however, that in the case of a Regulation A offering,
the opportunity to qualify shall be limited to the amount of the
available exemption after taking into account the securities that the
Company wishes to qualify. Notwithstanding anything to the contrary, this
subsection (a) shall not be applicable to a registration statement on
Forms S-4, S-8 or their successors or any other inappropriate forms filed
by the Company with the United States Securities and Exchange Commission.

The Company shall deliver written notice to the Holder or Holders of this
Warrant and holders of the Warrant Securities of its intention to file a
registration statement (other than in connection with the Company's IPO)
or Regulation A Offering Statement under the Act at least 30 days prior
to the filing of such registration statement or offering statement, and
the holders of Warrant Securities shall have 20 days thereafter to
request in writing that the Company register the Warrant Securities, in
accordance with this subsection (a). Upon the delivery of such a written
request within the specified time, the Company shall be obligated to
include in its contemplated registration statement or offering statement
all information necessary or advisable to register the Warrant Securities
for a public offering, if the Company does file the contemplated
registration statement or offering statement; provided, however, that
neither the delivery of the notice by the Company nor the delivery of a
request by a holder of Warrant Securities shall in any way obligate the
Company to file a registration statement or offering statement.
Furthermore, notwithstanding the filing of a registration statement or
offering statement, the Company may, at any time prior to the effective
date thereof, determine not to offer the securities to which the
registration statement or offering statement relates.

The Company shall comply with the requirements of this subsection (a) and
the related requirements of subsection (g) at its own expense. That
expense shall include, but not be limited to, legal, accounting,
consulting, printing, federal and state filing fees, NASD fees, out-of-
pocket expenses incurred by counsel, accountants and consultants retained
by the Company, and miscellaneous expenses directly related to the
registration statement or offering statement and the offering. However,
this expense shall not include the portion of any underwriting
commissions, transfer taxes and the underwriter's accountable and
nonaccountable expense allowances attributable to the offer and sale of
the Warrant Securities, all of which expenses shall be borne by the
holders of the Warrant Securities registered.

(b) In the event that the Company registers the Warrant Securities pursuant
to subsection (a) above, the Company shall include in the registration
statement, and the prospectus included therein, all information and
materials necessary or advisable to comply with the applicable statutes
and regulations so as to permit the public sale of the Warrant
Securities. As used in subsection (a) of this Section 7, reference to
the Company's securities shall include, but not be limited to, any class
or type of the Company's securities or the securities of any of the
Company's subsidiaries or affiliates.

6
<PAGE>

(c) In addition to the registration rights described in subsection (a)
above, upon the written request of any Holder of this Warrant or any
combination of Holders of this Warrant and such holders of Warrant
Securities, if they hold in the aggregate, unexercised Warrants plus
issued and outstanding Warrant Securities equal to a majority of the
total of (i) all Warrant Securities issued and outstanding as a result of
the exercise of the Warrant and (ii) all Warrant Securities that may at
any time be purchased by exercising the unexercised portion of the
Warrants, the Company, as promptly as possible after delivery of such
request, shall cooperate with the requesting Holder or holder in
preparing and signing any registration statement or offering statement
that the Holder or holder may desire to file in order to sell or transfer
the Warrant Securities. Within ten (10) days after the delivery of the
written request described above, the Company shall deliver written notice
to all other Holders of this Warrant and holders of Warrant Securities,
if any, advising them that the Company is proceeding with a registration
statement or offering statement and that their Warrant Securities will be
included therein if they so desire and agree to pay their pro rata share
of the cost of registration or qualification and provided that the Holder
or holder delivers written notice to the Company of their desire to be
included and their agreement to pay their pro rata share of the cost
within thirty (30) days after the delivery of the Company's notice to
them. The Company will supply all information necessary or advisable for
any such registration statements or offering statements; provided,
however, that all the costs and expenses of such registration statements
or offering statements shall be borne, in a manner proportionate to the
number of securities for which they indicate a desire to register, by the
Holders of this Warrant and the holders of Warrant Securities who seek
the registration of their Warrant Securities. In determining the amount
of costs and expenses to be borne by those holders, the only costs and
expenses of the Company to be included are the additional costs and
expenses that would not have otherwise been incurred by the Company if
those Holders or holders had not desired to file a registration statement
or offering statement. As an example, and without limitation, audit fees
would not be charged to those Holders or holders if or to the extent that
the Company would have incurred the same audit fees for its year-end or
other use in the absence of the registration statement or offering
statement. The holders responsible for the costs and expenses shall
reimburse the Company for those reimbursable costs and expenses
reasonably incurred by the Company within thirty (30) days after the
initial effective date of the registration statement at issue.

No other securities of the Company of any type shall be included in, be
the subject of, or be publicly offered pursuant to any registration
statement or offering statement filed within one hundred eighty (180)
days following the latest effective date of any registration statement or
offering statement filed pursuant to this subsection (c) unless (i) the
Company obtains the prior written consent of the Holder upon such terms
and conditions as the Holder may deem desirable, and (ii) the owners or
holders of those other securities, including, without limitation, the
Company, agree to bear an

7
<PAGE>

equitable portion, acceptable to the Holder of the costs and expenses of
the registration statement or offering statement filed pursuant to this
subsection (c).

(d) As to each registration statement or offering statement, the Company's
obligations contained in this Section 7 shall be conditioned upon a
timely receipt by the Company in writing of the following:

(i) Information as to the terms of the contemplated public offering
furnished by and on behalf of each Holder or holder intending to
make a public distribution of the Warrant, Warrant Securities or
Warrant Securities underlying the unexercised portion of the
Warrant; and

(ii) Such other information as the Company may reasonably require from
such Holders or holders, or any underwriter for any of them, for
inclusion in the registration statement or offering statement.

(e) In each instance in which the Company shall take any action to register
or qualify the Warrant, Warrant Securities or the Warrant Securities
underlying the unexercised portion of this Warrant, if any, pursuant to
this Section 7, the Company shall do the following:

(i) supply to EBI Securities Corporation, or any successor or assign,
as the representative of the Holders of the Warrant and the
holders of Warrant Securities whose Warrant Securities are being
registered or qualified, two (2) manually signed copies of each
registration statement or offering statement, and all amendments
thereto, and a reasonable number of copies of the preliminary,
final or other prospectus or offering circular, all prepared in
conformity with the requirements of the Act and the rules and
regulations promulgated thereunder, and such other documents as
EBI Securities Corporation shall reasonably request;

(ii) cooperate with respect to (A) all necessary or advisable actions
relating to the preparation and the filing of any registration
statements or offering statements, and all amendments thereto,
arising from the provisions of this Section 7, (B) all reasonable
efforts to establish an exemption from the provisions of the Act
or any other federal or state securities statutes, (C) all
necessary or advisable actions to register or qualify the public
offering at issue pursuant to federal securities statutes and the
state "blue sky" securities statutes of each jurisdiction that the
Holders of the Warrant or holders of Warrant Securities shall
reasonably request, and (D) all other necessary or advisable
actions to enable the Holders of the Warrant and holders of the
Warrant Securities to complete the contemplated disposition of
their securities in each reasonably requested jurisdiction;

(iii) keep all registration statements or offering statements to which
this Section 7

8
<PAGE>

applies, and all amendments thereto, effective under the Act for a
period of at least nine (9) months after their initial effective
date and cooperate with respect to all necessary or advisable
actions to permit the completion of the public sale or other
disposition of the securities subject to a registration statement
or offering statement; and

(iv) indemnify and hold harmless each Holder of the Warrant, each
holder of Warrant Securities, and each underwriter within the
meaning of the Act for each such Holder or holder, from and
against all losses, claims, damages, and liabilities, including,
but not limited to, any and all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, arising
from or relating to (A) any untrue or alleged untrue statement of
a material fact contained in any registration statement or
offering statement to which this Section 7 applies, or (B) any
omission or alleged omission to state a material fact necessary to
make the statements contained in a registration statement or
offering statement to which this Section 7 applies not misleading;
provided, however, that the indemnification contained in this
provision (iv) shall not apply if the untrue statement or
omission, or alleged untrue statement or omission, was the result
of information furnished in writing to the Company by the Holder,
holder or underwriter seeking indemnification expressly for use in
the registration statement or offering statement at issue. To the
extent that the indemnification contained in this provision
applies, the Company also shall indemnify and hold harmless each
officer, director, employee, controlling person or agent of an
indemnified Holder, holder or underwriter.

(f) In each instance in which pursuant to this Section 7 the Company shall
take any action to register the Warrant Securities, prior to the
effective date of any registration statement or offering statement, the
Company and each Holder or holder of Warrants or Warrant Securities being
registered or qualified shall enter into reciprocal indemnification
agreements, in the form customarily used by reputable investment bankers
with respect to public offerings of securities, containing substantially
the same terms as described in subsection (e)(iv) above. These
indemnification agreements also shall contain an agreement by the Holder
or shareholder at issue to indemnify and hold harmless the Company, its
officers, directors from and against any and all losses, claims, damages
and liabilities, including, but not limited to, all expenses reasonably
incurred in investigating, preparing, defending or settling any claim,
directly resulting from any untrue statements of material facts, or
omissions to state a material fact necessary to make a statement not
misleading, contained in a registration statement or offering statement
to which this Section 7 applies, if, and only if, the untrue statement or
omission directly resulted from information provided in writing to the
Company by the indemnifying Holder or shareholder expressly for use in
the registration statement or offering statement at issue.

(g) The term "Majority Holder" as used in this Section 7 shall include any
Holder, any holder of Warrant Securities, or any combination of Holders
and such holders of

9
<PAGE>

Warrant Securities, if they hold, in the aggregate, unexercised Warrants
plus issued and outstanding Warrant Securities equal to more than 50% of
the total of (i) all Warrant Securities issued and outstanding as a
result of the exercise of the Warrant, and (ii) all Warrant Securities
that may at that time be purchased by exercising the unexercised portion
of the Warrant. For purposes hereof, a Warrant entitling the Holder to
purchase more than one Warrant Security shall be deemed to hold Warrants
equal to the number of Warrant Securities which may be acquired pursuant
to any such Warrant.

(h) For purposes of subsection (e)(i) above, by the receipt of this Warrant
or any Warrant Securities, all Holders and all holders of Warrant
Securities acknowledge and agree that EBI Securities Corporation is and
shall be their representative.

(i) In addition to and without limiting the rights of the Holder under the
terms of this Warrant, the Holder shall have the right (the "Conversion
Right") at any time prior to Expiration Date to convert the Warrant
evidenced by a certificate or any portion thereof into Shares as provided
in this Section 7 (i) at any time or from time to time prior to its
expiration.

(a) Upon exercise of the Conversion Right with respect to a
particular number of Shares (the "Converted Shares"), the Company
shall deliver to the Holder, without payment by the Holder of any
Exercise Price or any cash or other consideration, that number of
Converted Shares equal to the quotient obtained by dividing the
Net Value (as hereinafter defined herein) of the Converted Shares
by the Current Market Price (as defined below) of a single Share,
determined in each case as of the close of business on the
Conversion Date (as hereinafter defined). The "Net Value" of the
Converted Shares shall be determined by subtracting the aggregate
Exercise Price of the Converted Shares from the aggregate Current
Market Price of the Converted Shares on the Conversion Date. No
fractional securities shall be issuable upon exercise of the
conversion right, and if the number of securities to be issued in
accordance with the foregoing formula is other than a whole
number, the Company shall pay to the Holder an amount in cash
equal to the Current Market Price of the resulting fractional
share.

(b) The conversion right may be exercised by the Holder by the
surrender of the Warrant Certificate at the principal office of
the Company or at the office of the Company's stock transfer
agent, if any, together with completed Exhibit C that the Holder
thereby intends to exercise the conversion right and indicating
the number of Shares subject to the Warrants which are being
surrendered in exercise of the conversion right. Such conversion
shall be effective upon receipt by the company of this Warrant,
or on such later date as is specified therein (the "Conversion
Date"), but not later than the Expiration Date. Certificates for
the

10
<PAGE>

Converted Shares issuable upon exercise of this conversion
right, together with a check in payment of any fractional
Converted Share and, in the case of a partial exercise a new
Warrant evidencing the Warrant Securities remaining subject to
the Warrant, shall be issued as of the Conversion Date and shall
be delivered to the Holder within seven (7) days following the
Conversion Date.

(i) if the security at issue is listed on a national
securities exchange or admitted to unlisted trading
privileges on such an exchange or quoted on either
the NASDAQ National Market or the NASDAQ Small Cap
Market, the Current Market Price shall be the average
of the reported sale price of that security on such
exchange or system for twenty (20) consecutive
trading days commencing twenty-one (21) trading days
before such Conversion Date as defined above;
calculated; or, if no such sale is made on such day,
the average of the highest closing bid and lowest
asked price for such day on such exchange or system;
or

(ii) if the security at issue is not so listed or quoted
or admitted to unlisted trading privileges, the
Current Market Price shall be the last reported sale
price of that security on the OTC Bulletin Board on
the day for which the Current Market Price is to be
calculated; or if no such sale is made on such day,
the average of the last reported highest bid and
lowest asked prices quoted on the OTC Bulletin Board
on the last business day on such day; or

(iii) if the security at issue is not so listed or quoted
or admitted to unlisted trading privileges and bid
and asked prices are not reported, the Current Market
Price shall be determined in such reasonable manner
as may be prescribed from time to time in good faith
by the Board of Directors of the Company and subject
to dispute resolution pursuant to Section 15 hereof.

(j) The Company's obligations described in this Section 7 shall continue in
full force and effect regardless of the exercise, surrender, cancellation
or expiration of this Warrant.

8. Transfer to Comply With the Securities Act of 1933.
--------------------------------------------------

(a) This Warrant, the Warrant Securities, and all other securities issued
or issuable upon exercise of this Warrant, may not be offered, sold or
transferred, in whole or in part,

11
<PAGE>

except in compliance with the Act, and except in compliance with all
applicable state securities statutes.

(b) The Company may cause the following legend, or its equivalent, to be set
forth on each certificate representing the Warrant Securities, or any
other security issued or issuable upon exercise of this Warrant, not
theretofore distributed to the public or sold to underwriters, as
defined by the Act, for distribution to the public pursuant to Section 7
above:

"The securities represented by this Certificate have not been
registered under the Securities Act of 1933 ("the Act") and are
'restricted securities' as that term is defined in Rule 144 under the
Act. The securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under
the Act or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company."

9. Lock-Up. The Holder agrees not to sell or otherwise transfer or dispose of
-------
all or any part of this Warrant or the Warrant Securities for a period of
time ending at the earliest of:

(i) the date that the holders of the 8% Convertible Preferred Stock (sold
pursuant to a private placement memorandum dated August 17, 1998) as an
entire group can publicly sell their shares; or

(ii) twelve (12) months following the date of the prospectus relating to the
IPO.

Holder further agrees that the Company may impose stop-transfer instructions
with the Company's transfer agent and registrar against the transfer of any
of the Warrants or Warrant Securities held by the undersigned in compliance
with the foregoing restrictions.

10. Fractional Shares. No fractional shares or scrip representing fractional
-----------------
shares shall be issued upon the exercise of all or any part of this Warrant.
With respect to any fraction of a share of any security called for upon any
exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the current market value of that
share. The current market value shall be determined as follows:

(i) if the security at issue is listed on a national securities exchange
or admitted to unlisted trading privileges on such an exchange or
listed on the National Association of Securities Dealers National
Market System, the current value shall be the last reported sale
price of that security on such exchange or system on the last
business day prior to the date of the applicable exercise of this
Warrant or, if no such sale is made on such day, the average of the
highest closing bid and lowest asked price for such day on such
exchange or system; or

(ii) if the security at issue is not so listed or admitted to unlisted
trading privileges, the current market value shall be the average of
the last reported highest bid and

12
<PAGE>

lowest asked prices quoted on the National Association of
Securities Dealers Automated Quotations System or, if not so
quoted, then by the National Quotation Bureau, Inc. on the last
business day prior to the day of the applicable exercise of this
Warrant; or

(iii) if the security at issue is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not reported, the
current market value shall be determined in such reasonable manner
as may be prescribed from time to time by the Board of Directors of
the Company, subject to the arbitration procedure as described in
Section 15 below if a Holder delivers written notice to the Company
of an objection within thirty (30) days after the Board's decision.

11. Rights of the Holder. The Holder shall not be entitled to any rights as a
--------------------
shareholder in the Company by reason of this Warrant, either at law or
equity, except as specifically provided for herein. The Company
covenants, however, that for so long as this Warrant is at least partially
unexercised, it will furnish any Holder of this Warrant with copies of all
reports and communications furnished to the shareholders of the Company.

12. Charges Due Upon Exercise. The Company shall pay any and all issue or
-------------------------
transfer taxes, including, but not limited to, all federal or state taxes,
that may be payable with respect to the transfer of this Warrant or the
issue or delivery of Warrant Securities upon the exercise of this Warrant.

13. Warrant Securities to be Fully Paid. The Company covenants that all
-----------------------------------
Warrant Securities that may be issued and delivered to a Holder of this
Warrant upon the exercise of this Warrant will be, upon such delivery,
validly and duly issued, fully paid and nonassessable.

14. Notices. All notices, certificates, requests, or other similar items
-------
provided for in this Warrant shall be in writing and shall be personally
delivered or deposited in the United States mail, postage prepaid,
addressed to the respective party as indicated in the portions of this
Warrant preceding Section 1. All notices shall be deemed to be delivered
upon personal delivery or upon the expiration of three (3) business days
following deposit in the United States mail, postage prepaid. The
addresses of the parties may be changed, and addresses of other Holders
and holders of Warrant Securities may be specified, by written notice
delivered pursuant to this Section 14. The Company's principal office
shall be deemed to be the address provided pursuant to this Section for
the delivery of notices to the Company.

15. Applicable Law. This Warrant shall be governed by and construed in
--------------
accordance with the laws of the State of Idaho, and courts located in
Idaho shall have exclusive jurisdiction over all disputes arising
hereunder except as provided in Section 15 hereof.

16. Dispute Resolution. The parties shall attempt in good faith to resolve
------------------
any controversy or claim arising out of or relating to this Warrant, or
the breach, termination, or validity

13
<PAGE>

thereof (a "Dispute") promptly by negotiation between the parties. If a
Dispute has not been resolved within thirty (30) days by negotiation, the
parties shall attempt to mediate the Dispute through the selection of a
mutually agreeable mediator who shall conduct such mediation in confidence.
If a Dispute is not resolved by mediation, then the Dispute shall be
settled by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and governed by the United States
Arbitration Act, 9 U.S.C. (S)(S) 1-16, except as otherwise provided herein.
Judgment upon the award rendered by the arbitrator may be entered by any
court having jurisdiction thereof. The place of arbitration shall be Coeur
d'Alene, Idaho. Each party shall be responsible for his own attorney fees
incurred during any phase of dispute resolution. The arbitrator shall apply
the law to the dispute in the same manner as a judge as though the dispute
was before a court of law of the State of Idaho. The arbitrator shall have
the authority to award any remedy or relief that a court of the State of
Idaho could order or grant, including, without limitation, specific
performance of any obligation created under the Agreement, the issuance of
an injunction, or the imposition of sanctions for abuse or frustration of
the arbitration process. Notwithstanding the foregoing, the arbitrator
shall not have authority to award punitive damages. The parties shall take
all reasonable steps necessary to conduct a hearing no later than forty-
five (45) days after submission of the matter to arbitration. The
arbitrator shall render his decision within fifteen (15) days after the
close of the arbitration hearing. The arbitration award shall be in writing
and shall specify the factual and legal bases for the award.

17. Miscellaneous Provisions.
------------------------

(a) Subject to the terms and conditions contained herein, this Warrant
shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all
holders of Warrant Securities and the exercise of this Warrant in full
shall not terminate the provisions of this Warrant as it relates to
holders of Warrant Securities.

(b) If the Company fails to perform any of its obligations hereunder, it
shall be liable to the Holder for all damages, costs and expenses
resulting from the failure, including, but not limited to, all
reasonable attorney's fees and disbursements.

(c) This Warrant cannot be changed or terminated or any performance or
condition waived in whole or in part except by an agreement in writing
signed by the party against whom enforcement of the change, termination
or waiver is sought.

(d) If any provision of this Warrant shall be held to be invalid, illegal
or unenforceable, such provision shall be severed, enforced to the
extent possible, or modified in such a way as to make it enforceable,
and the invalidity, illegality or unenforceability shall not affect the
remainder of this Warrant.

(e) The Company agrees to execute such further agreements, conveyances,
certificates and other documents as may be reasonably requested by the
Holder to effectuate the

14
<PAGE>

intent and provisions of this Warrant.

(f) Paragraph headings used in this Warrant are for convenience only and
shall not be taken or construed to define or limit any of the terms or
provisions of this Warrant. Unless otherwise provided, or unless the
context shall otherwise require, the use of the singular shall include
the plural and the use of any gender shall include all genders.

NETIVATION.COM, INC.
ATTEST:

By _____________________________ By ______________________________
Gary Paquin Tony Paquin
Chief Operating Officer, President and Chief Executive
Secretary and Treasurer Officer

WARRANT HOLDER

_________________________________
[Print Name]

15
<PAGE>

EXHIBIT A

NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase Shares
pursuant to a Warrant.)

The undersigned Holder of a Warrant hereby

(a) irrevocably elects to exercise the Warrant to the extent of purchasing
_______________ Shares;

(b) makes payment in full of the aggregate Exercise Price for those Shares
in the amount of $__________ by the delivery of immediately available funds in
the amount of $_________ ;

(c) requests that certificates evidencing the securities underlying such
Shares be issued in the name of the undersigned, or, if the name and address
of some other person is specified below, in the name of such other person:

__________________________________________

(Name and address of person other than the
-----
undersigned in whose name Shares are to be registered)

(d) requests, if the number of Shares purchased are not all the Shares
purchasable pursuant to the unexercised portion of the Warrant, that a new
Warrant of like tenor for the remaining Shares purchasable pursuant to the
Warrant be issued and delivered to the undersigned at the address stated
below.

Dated: _____________________ ____________________________________________
Signature
(This signature must conform in all respects
to the name of the Holder as specified on the
face of the Warrant.)

____________________________ ____________________________________________
Social Security Number Printed Name
or Employer ID Number

Address: ____________________________________________

____________________________________________

16
<PAGE>

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned, _____________________ , hereby sells,
assigns and transfers unto:

Name: ____________________________________________________
(Please type or print in block letters)

Address: _________________________________________________

_________________________________________________

the right to purchase _______ Shares of Netivation.com, Inc. (the "Company")
pursuant to the terms and conditions of the Warrant held by the undersigned.
The undersigned hereby authorizes and directs the Company (i) to issue and
deliver to the above-named assignee at the above address a new Warrant pursuant
to which the rights to purchase being assigned may be exercised, and (ii) if
there are rights to purchase Shares remaining pursuant to the undersigned's
Warrant after the assignment contemplated herein, to issue and deliver to the
undersigned at the address stated below a new Warrant evidencing the right to
purchase the number of Shares remaining after issuance and delivery of the
Warrant to the above-named assignee. Except for the number of Shares
purchasable, the new Warrants to be issued and delivered by the Company are to
contain the same terms and conditions as the undersigned's Warrant. To complete
the assignment contemplated by this Assignment Form, the undersigned hereby
irrevocably constitutes and appoints ____________________________ as the
undersigned's attorney-in-fact to transfer the Warrants and the rights
thereunder on the books of the Company with full power of substitution for these
purposes.

Dated: _____________________ _______________________________________________
Signature
(This signature must conform in all respects
to the name of the Holder as specified on the
face of the Warrant.)

_______________________________________________
Printed Name

Address: _______________________________________________

_______________________________________________

17
<PAGE>

EXHIBIT C

OPTION CONVERSION EXERCISE FORM

TO: Netivation.com, Inc.

Pursuant to Section 4.7 of the Warrant Agreement, the Holder hereby
irrevocably elects to convert Warrants into ____________ Shares of the Company.
A conversion calculation is attached hereto as Exhibit D.

The undersigned requests that certificates for such Shares be issued as
follows:

Name: _____________________________________________________

Address: __________________________________________________

__________________________________________________

Deliver to: _______________________________________________

and that a new Certificate for the balance remaining of the Warrants, if any, be
registered in the name of, and delivered to, the undersigned at the address
stated above.

Signature _____________________ Dated ____________________

18
<PAGE>

EXHIBIT D

CALCULATION OF OPTION CONVERSION

Converted Securities Net Value
---------
FMV

FMV $ ________________________

Net Value Aggregate FMV - Aggregate Exercise Price

$ ________________________

Converted Shares

Fractional Converted Shares (1)

(1) ____________ to pay for fractional Shares in cash @ $ _______ per Share.

<PAGE>

EXHIBIT 21.1

<TABLE>
<CAPTION>
Percentage Ownership by
Name of Subsidiary Netivation.com, Inc.
------------------ -----------------------
<S> <C>
Netivation.com Merger, Inc. 100%
The Online Medical Bookstore, Inc. 100%
InterLink Services, Inc. 100%
</TABLE>

<PAGE>

EXHIBIT 23.2

[Moffatt, Thomas, Barrett, Rock & Fields, Chartered Letterhead]

March 12, 1999

Netivation.com, Inc.
7950 Meadowlark Way
Coeur d'Alene, Idaho 83815

Gentlemen:

We refer to the Registration Statement on Form SB-2 of Netivation.com, Inc.
(the "Company") proposed to be filed with the Securities and Exchange
Commission for the registration of the Company's Common Stock and to the
related Prospectus. We hereby consent to the reference to our firm in such
Prospectus under the heading "Legal Matters."

Very truly yours,

/s/ Moffatt, Thomas, Barrett, Rock & Fields, Chartered

<PAGE>

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included or made a part of this
Registration Statement.

/s/ ARTHUR ANDERSEN LLP

Seattle, Washington
March 15, 1999

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> SEP-26-1997 JAN-01-1998
<PERIOD-END> DEC-31-1997 DEC-31-1998
<CASH> 47 1,907
<SECURITIES> 0 880
<RECEIVABLES> 0 1,183
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 47 4,005
<PP&E> 10 111
<DEPRECIATION> 0 17
<TOTAL-ASSETS> 57 4,099
<CURRENT-LIABILITIES> (13) (959)
<BONDS> 0 0
0 0
0 (4,500)
<COMMON> (105) (628)
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> (57) (4,099)
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> (61) (2,145)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 (183)
<INCOME-PRETAX> (61) (2,328)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (61) (2,328)
<DISCONTINUED> 0 0
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