MAKEPEACE CAPITAL CORP, SB-2, 1998-09-08

MAKEPEACE CAPITAL CORP
SB-2, 1998-09-08

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<PAGE>2
As filed with the Securities and Exchange Commission on September 8, 1998
Commission File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933

Makepeace Capital Corp.

Texas 6148 84-1472120
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification number)
of incorporation
or organization
1660 South Albion Street, #723
Denver, Colorado 80222
Telephone: 303-753-6512
(Address and telephone number of registrant's principal executive
offices and principal place of business.)

John K. Anderson
5200 Meadowcreek Drive, Number 2105
Dallas, Texas 75248
(Name, address and telephone number of agent for service.)

with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: | x |
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 500,000 $5.00 $2,500,000 $781.25
A Warrants 500,000 $.10(3) $ 50,000 $15.63
Common Stock(1) 500,000 $5.00 $2,500,000 $781.25
Common Stock(2) 136,204 $5.00 $682,140 $213.17
A Warrants 953,428 $.10(3) $95,343 $29.79
Common Stock(4) 953,428 $5.00 $4,767,140 $1,489.73
Common Stock(5) 175,000 $5.00 $875,000 273.44
Common Stock(6) 75,000 $5.00 $375,000 117.19

3,793,060 $11,844,623 $3,701.45
</TABLE>

(1)Represents Common Stock underlying the A Warrants comprised in the B Units
being sold in this offering.
(2)Represents Common Stock to be registered for distribution to shareholders
of Lorain Capital Corp. and American Prepaid Legal Services as of June 30,
1998.
(3)Arbitrary value solely for purposes of computing the registration fee
(4)Represents Common Stock underlying the A Warrants being distributed to
shareholders of Lorain Capital Corp. and American Prepaid Legal Services as
of June 30, 1998.
(5)Represents Common Stock to be registered on behalf of selling
shareholders.
(6)Represents Common Stock underlying A Warrants to be registered on behalf
of selling shareholders.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>3
PRELIMINARY PROSPECTUS DATED August 31, 1998
SUBJECT TO COMPLETION

Up to a Maximum of 500,000 B Units (Comprised
of an aggregate of 500,000 Common Shares
and 500,000 A Warrants)
500,000 Common Shares
underlying the A Warrants
136,204 Common Shares, 953,428 A Warrants,
and 953,428 Common Shares underlying the A
Warrants to be distributed to Shareholders of
Lorain Capital Corp. and American Prepaid Legal Services, Inc.
175,000 Common Shares being registered on
behalf of selling shareholders

Makepeace Capital Corp.

The Company is offering up to a maximum of 500,000 B Units at the purchase
price of $5.00 per B Unit. Each B Unit is comprised of One Common Share and
One A Warrant. Each A Warrant is exercisable into one Common Share of the
Company at the purchase price of $5.00. The A Warrants shall be exercisable
for a period of four years upon registration with the Securities and Exchange
Commission and shall be redeemable by the Company at $.001 per A Warrant upon
thirty days notice. There is no minimum investment and no minimum offering
amount.

As more fully set forth herein, Lorain Capital Corp., a Nevada
corporation ("Lorain") proposes to distribute (the "Distribution") as soon as
practicable after the effective date of this registration statement
as a dividend to its shareholders of record at the close of business on
June 30, 1998 (the "Record Date"), one Common Share of American/National
Trucking, Inc. a Texas corporation (the "Company") and seven A Warrants for
each one share of Lorain common stock, par value $.001 per share (the "Lorain
Common Stock"), held by each Lorain shareholder on the Record Date. Lorain
will distribute 85,348 Common Shares and 597,436 A Warrants of the Company
owned by Lorain, which represents 2.39% of the Company's outstanding common
shares on the Record Date. The Distribution will be made by Lorain without
the payment of any consideration by its shareholders. See "The
Distribution." The expenses of the Distribution (along with the
distribution below) are estimated to be $9,573 and are to be paid by the
Company.

As more fully set forth herein, American Prepaid Legal Services, a Colorado
corporation ("Prepaid") proposes to distribute (the "Distribution") as soon
as practicable after the effective date of this registration statement
as a dividend to its shareholders of record at the close of business on
June 30, 1998 (the "Record Date"), one Common share and seven A Warrants for
each 19.6 shares of Prepaid common stock, par value $.001 per share (the
"Prepaid Common Stock"), held by each Prepaid shareholder on the Record
Date. Prepaid will distribute 50,856 Common Shares and 355,992 A Warrants
of the Company owned by Lorain, which represents 1.42% of the Company's
outstanding common shares on the Record Date. The Distribution will be made
by Prepaid without the payment of any consideration by its shareholders.
See "The Distribution." The expenses of the Distribution (along with the
distribution to Lorain) are estimated to be $9,573 and are to be paid by the
Company.

Prior to the date hereof, there has been no trading market for the Common
Stock of the company. There can be no assurance, however, that the Common
Stock will be quoted, that an active trading and/or a liquid market will
develop or, if developed, that it will be maintained.

THERE ARE MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE SECURITIES.
SEE RISK FACTORS, PAGE 9. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sales of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any state.

<PAGE>4

<TABLE>
<CAPTION>
Price to Proceeds to
Public Commissions Company

<S> <C> <C> <C>
Per B Unit $5.00 $ .50 $ 4.50
Maximum Offering(1)(2) $2,500,000 $250,000 $2,250,000
</TABLE>
(Footnotes on following page)

The date of the Prospectus is August 31, 1998

<PAGE>5

1The Common Shares are being offered on a "best efforts" basis by the Company
(employees, officers and directors) and possibly selected broker-dealers. No
sales commission will be paid for Common Shares sold by the Company. Selected
broker- dealers shall receive a sales commission of up to 10% for any Common
Shares sold by them. The Company reserves the right to withdraw, cancel or
reject an offer in whole or in part. See "TERMS OF THE OFFERING - Plan of
Distribution and Offering Period."

This Offering will terminate on or before June 30, 1999. In the Company's
sole discretion, the offering of Common Shares may be extended for up to
three Thirty day periods, but in no event later than September 30, 1999.
There is no minimum offering amount and no escrow account. Proceeds of this
Offering are to be deposited directly into the operating account of the
Company. See "TERMS OF THE OFFERING - Plan of Distribution."

2The amount as shown in the preceding table does not reflect the deductions
of (1) general expenses payable by the Company; and (2) fees payable in
connection with legal and accounting expenses incurred in this Offering.
These expenses are estimated to be $43,701.45 if the total offering amount is
obtained.

REPORTS TO SECURITY HOLDERS

The Company shall become subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith will
file reports and other information with the Securities and Exchange
Commission. The Company has not yet filed any reports with the Securities
and Exchange Commission. The reports and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission in Washington, D.C. and at the Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and the New York Regional Office, 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.

The Company will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified public
accountants; (ii) unaudited financial statements for each of the first three
quarters of the fiscal year; and (iii) additional information concerning the
business and operations of the Company deemed appropriate by the Board of
Directors.

DOCUMENTS INCORPORATED BY REFERENCE

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Act with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the Rules and Regulations of the Commission.
For further information with respect to the Company and the securities
offered hereby, reference is made to the Registration Statement. Copies of
such materials may be examined without charge at, or obtained upon payment
of prescribed fees from, the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at
the Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.

The Company will voluntarily file periodic reports in the event its
obligation to file such reports is suspended under Section 15(d) of the
Exchange Act.

The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any of the
information that was incorporated by reference in the prospectus (not
including exhibits to the information that is incorporated by reference
unless the exhibits are themselves specifically incorporated by reference).
Requests for copies of said documents should be directed to W. Ross C.
Corace, 1660 South Albion Street, #723 Denver, Colorado 80222.

The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission.

UNTIL _____ , 1999 (90 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL
PERSONS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
IS IN ADDITION TO THE OBLIGATION OF SUCH PERSONS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

NO DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR THE
UNDERWRITER, IF AN UNDERWRITER ASSISTS IN THE SALE OF THE SECURITIES.

<PAGE>6

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE TO
ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.

<PAGE>7

<TABLE>
TABLE OF CONTENTS

<S> <C>
PROSPECTUS SUMMARY 8
RISK FACTORS 9
SELLING SECURITY HOLDERS 12
THE DISTRIBUTIONS 12
SOURCE AND USE OF PROCEEDS 14
DILUTION 14
THE COMPANY 14
BUSINESS ACTIVITIES 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION 16
Trends and Uncertainties
Capital and Source of Liquidity
Results of Operations
MANAGEMENT 18
Officers and Directors
Remuneration
Indemnification
CERTAIN TRANSACTIONS 18
PRINCIPAL SHAREHOLDERS 19
SHARES ELIGIBLE FOR FUTURE SALE 21
MARKET FOR REGISTRANT'S COMMON EQUITY 22
TERMS OF THE OFFERING 22
DESCRIPTION OF SECURITIES 23
LEGAL MATTERS 24
LEGAL PROCEEDINGS 24
EXPERTS 24
INTERESTS OF NAMED EXPERTS AND COUNSEL 24
</TABLE>

<PAGE>8
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this Prospectus.

The Company. The Company was incorporated in the state of Texas on March
18, 1994 under the name of American/National Trucking, Inc. On August 28,
1998, RC Capital, Inc., a Colorado corporation was merged into the Company.
Pursuant to the Articles of Merger, the name of the Company was changed to
Makepeace Capital Corp. (the "Company"). Prior to this acquisition, the
Company had no significant business activity. The Company is currently
engaged in the generation of prime and sub-prime home improvement contract
mortgages, construction of home improvement contracts and the generation of
commercial contracts for which the Company derives consulting fees from
material suppliers and contractors as well as profits from the construction
and sale of the property.

The Company is authorized to issue a total of 100,000,000 shares of its
capital stock (Common Shares), par value per share of $.001, 10,000,000
Series A Preferred Shares, 9,990,000 Series B Preferred Shares and 10,000
Series C Preferred Shares.

The Company's principal offices are located at 1660 South Albion Street,
#723, Denver, Colorado 80222. Its telephone number at such address is (303)
753-6512.

<TABLE>
<S> <C>
The Offering. The Company hereby offers
up to 500,000 B Units
at $5.00 per B Unit.

Common Shares outstanding
prior to Public Offering 3,575,000

Common Shares to be outstanding
after Offering<F1> 4,075,000

Percent of Common Shares owned by
current shareholders after Maximum
Offering 87.73%

Gross Proceeds After Maximum Offering $2,500,000

Securities Being Distributed 136,204 of the Company's
Common Shares and 953,204 A
Warrants.

Purpose of Distribution To enhance the Company's
ability to raise additional
capital, if necessary,
in the future.

Distributing Corporations Lorain Capital Corp., a
Nevada corporation.

American Prepaid Legal Services,
Inc., a Colorado corporation

Distribution Ratio One Common Share and seven A
Warrants for approximately
every one share of Lorain
Common Stock owned of record on
June 30, 1998, (the "Record
Date").

One Common Share and seven A
Warrants for approximately
every 19.6 shares of Prepaid
Common Stock owned of
record on June 30, 1998,
(the "Record Date").

Use of Proceeds. The Company intends to utilize
the sale of its B Units for
working capital. See Source and
Use of Proceeds."

The securities to which this
Prospectus relates are being
distributed to holders of Lorain
Common Stock as a dividend
and neither the Company nor
Lorain will receive any cash or
other proceeds in connection
with the Distribution.

<PAGE>9

The securities to which this
Prospectus relates are being
distributed to holders of
Prepaid Common Stock as a
dividend and neither the
Company nor Prepaid will
receive any cash or other
proceeds in connection with the
Distribution.

MARKET FOR COMMON STOCK
AND WARRANTS. Prior to the date hereof, there
has been no trading market for
the Common Stock or Warrants of
the Company. The Company has
agreed to use its best efforts
to apply for the quotation of
its Common Stock on the NASD
Electronic Bulletin Board.

There can be no assurance that
the Common Stock will be quoted,
that an active trading and/or a
liquid market will develop or,
if developed, that it will be
maintained. See "Risk Factors"
and "Market Listing."

RISK FACTORS There are material risks, such as
uncertainty of future financial
results, liquidity dependent on
additional capital and debt
financing and risks related to
the Company's operations, in
connection with the purchase of
the securities. See "Risk
Factors."

Absence of Dividends; Dividend Policy The Company does not currently
intend to pay regular cash
dividends on its Common Stock;
such policy will be reviewed by
the Company's Board of Directors
from time to time in light of,
among other things, the Company's
earnings and financial position.
The Company does not anticipate
paying dividends on its Common
Stock in the foreseeable future.
See "Risk Factors."

Transfer Agent Signature Stock Transfer, Inc. is
the Transfer Agent for the
Company's securities.
</TABLE>

- ----------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------

In analyzing this offering, prospective investors should read this entire
Prospectus and carefully consider, among other things, the following Risk
Factors:

No Established Business/No Independent Market Research of Potential Demand
for Current Operations. The Company is in the development stage. No
independent organization has conducted market research providing management
with independent assurance from which to estimate potential demand for the
Company's business operations. Even in the event a market demand is
independently identified, there is no assurance the Company will be
successful. See "BUSINESS ACTIVITIES."

Lack of Operating Results. The Company was formed on March 18, 1994, and
until the recent acquisition of RC Capital, Inc., its activities have been
limited. The Company is still in the development stage. Higher than normal
operating expenses will in all likelihood be incurred during initial
operations.

Additional Financing May be Required. Even if all of the 500,000 B Units
offered hereby are sold, the funds available to the Company may not be
adequate for its business activities. Accordingly, the ultimate success of
the Company may depend upon its ability to raise additional capital or to
have other parties bear a portion of the required costs to further develop or
exploit its business activities. There can be no assurance that any
additional financing can be obtained (See "USE OF PROCEEDS" AND "BUSINESS
ACTIVITIES.").

<PAGE>10

Future Sales of and Market for the Common Shares. Upon completion of the
offering there shall be 4,075,000 Common Shares outstanding. This does not
include any Common Shares which shall be issued upon conversion of the A
Warrants being registered in this offering. If the maximum number of B
Units are sold, 3,200,000 of the Common Shares to be outstanding will be
considered "restricted securities" as that term is defined in Rule 144
adopted under the United States Securities Act of 1933, as amended and in the
future may be sold only in compliance with the resale provisions set forth
therein. Rule 144 provides, in essence, that persons holding restricted
securities for a period of two years may sell in brokerage transactions an
amount equal to one percent of the Company's securities or outstanding Common
Shares every three months. Hence, the possibility of sale under Rule 144 may
in the future have a depressive effect on the price of the Company's Common
Shares in any market which may develop.

Conflicts of Interest. Some of the directors of the Company are currently
principals of other businesses. As a result, conflicts of interest may
arise. The directors shall immediately notify the other directors of any
possible conflict which may arise due to their involvement with other
businesses. The interested directors in any conflict shall refrain from
voting on any matter in which a conflict of interest has arisen. The
Company has adopted a policy that any transactions with directors, officers
or entities of which they are also officers or directors or in which they
have a financial interest, will only be on terms which are fair and
reasonable to the Company and approved by a majority of the disinterested
directors of the Company's Board of Directors. For further discussion see
"Management - Conflicts of Interest Policy." There can be no assurance that
such other activities will not interfere with the officers' and directors'
ability to discharge their obligation herein.

Benefit to Management. The Company may, in the future, compensate the
Company's management with substantial salaries and other benefits. The
payment of future larger salaries, commissions and the costs of these
benefits may be a burden on the Company and may be a factor in limiting or
preventing the Company from achieving profitable operations in the future.
However, the Company would not continue to compensate management with such
substantial salaries and other benefits under circumstances where to do so
would have a material negative effect on the Company's financial condition.
See "MANAGEMENT - Remuneration."

No Diversification. The Company is engaged in the generation of prime and
sub-prime home improvement contract mortgages, construction of home
improvement contracts and the generation of commercial contracts for which
the Company derives consulting fees from material suppliers and contractors
as well as profits from the construction and sale of the property.

Therefore, the Company's financial viability will depend almost exclusively
on its ability to generate revenues from its operations and the Company will
not have the benefit of reducing its financial risks by relying on revenues
derived from other operations.

Dilution. Common Shares comprised in the B Units offered hereby will incur
immediate dilution of $4.45 (89.5%)in the net tangible book value of their
investment. This does not include any of the Common Shares to be issued
upon exercise of the A Warrants. The Company may issue additional shares in
private business transactions and may pursue a public offering in the future
to complete its business plan. As a result, the investors in this Offering
may experience substantial dilution. See "DILUTION" and
"CAPITALIZATION."

Investors May Bear Risk of Loss. The capital required by the Company to
acquire assets needed for its proposed operations is being sought from the
proceeds of this Offering. Therefore, investors of this Offering may bear
most of the risk of the Company's expansion of operations. Conversely,
management stands to realize benefits from the payment of salaries, expenses
and receipt of stock options regardless of the profitability of the Company.

Financial Condition. Although the officers of the Company anticipate that
the Company will have adequate funds to pay all of its operating expenses
assuming the expansion and promotion of the Company's operations, there can
be no assurance that this will in fact occur or that the Company can be
operated in a profitable manner. Profitability depends upon many factors,
including the success of this Offering and the success of the Company's
operations.

Competition. There is significant competition in the mortgages industry.
The Company competes with established companies and other entities (many of
which possess substantially greater resources than the Company). Almost all
of the companies with which the Company competes are substantially larger,
have more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the Company now
has, or will have in the foreseeable future. It is also likely that other
competitors will emerge in the near future. There is no assurance that the
Company will continue to compete successfully with other established mortgage
companies. The Company shall compete on the basis of price. Inability to
compete successfully might result in increased costs, reduced yields and
additional risks to the investors herein. See "The Company - Competition."

<PAGE>11

Arbitrary Offering Price. The initial offering price of $5.00 per B Unit has
been arbitrarily determined by the Company based upon such factors
as the objectives of the Company, the proceeds to be raised by the Offering
and the percentage of ownership to be held by the purchasers thereof. Having
established that the total gross proceeds of the maximum offering would be
$2,500,000, the actual price of $5.00 per Unit was thereupon determined
by the Company and accordingly bears no relationship whatsoever to assets,
earnings, book value or any other objective standard of worth. See
"DILUTION."

Arbitrarily Determined Warrant Exercise Price. The exercise price of the A
Warrants being registered was established arbitrarily by the Company with no
direct relationship to the original offering price or the Company's assets,
book value, shareholder's equity or any other recognized criterion of value.
Accordingly, the A Warrants can be considered to have little or no value at
the present time.

Lack of Dividends. There can be no assurance that the operations of the
Company will become profitable. At the present time, the Company intends to
use any earnings which may be generated to finance the growth of the
Company's business. See "DESCRIPTION OF SECURITIES".

Dependence on Key Individuals. The future success of the Company is highly
dependent upon the management skills of its key employees and the Company's
ability to attract and retain qualified key employees. The inability to
obtain and employ these individuals would have a serious effect upon the
business of the Company. The Company has not yet entered into definitive
employment agreements with such individuals. There can be no assurance that
the Company will be successful in retaining its key employees or that it can
attract or retain additional skill personnel required. See "COMPANY -
Employees" and "MANAGEMENT."

Vulnerability to Fluctuations in the Economy. Demand for the Company's
products is dependent on, among other things, general economic conditions
which are cyclical in nature. Prolonged recessionary periods may be damaging
to the Company.

"Penny" Stock Regulation of Broker-Dealer Sales of Company Securities. The
Company intends to list its Common Shares on the NASD Electronic Bulletin
Board and then NASDAQ upon meeting the requirements for a NASDAQ listing, if
ever. Upon completion of this offering, the Company will not meet the
requirements for a NASDAQ listing. Until the Company obtains a listing on
NASDAQ, if ever, the Company's securities may be covered by a Rule 15g-9
under the Securities Exchange Act of 1934 that imposes additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and institutional accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule,
the broker-dealer must furnish to all investors in penny stocks, a risk
disclosure document required by Rule 15g-9 of the Securities Exchange Act of
1934, make a special suitability determination of the purchaser and have
received the purchaser's written agreement to the transaction prior to the
sale. In order to approve a person's account for transactions in penny
stock, the broker or dealer must (i) obtain information concerning the
person's financial situation, investment experience and investment
objectives; (ii) reasonably determine, based on the information required by
paragraph (i) that transactions in penny stock are suitable for the person
and that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of
evaluating the rights of transactions in penny stock; and (iii) deliver to
the person a written statement setting forth the basis on which the broker or
dealer made the determination required by paragraph (ii) in this section,
stating in a highlighted format that it is unlawful for the broker or dealer
to effect a transaction in a designated security subject to the provisions of
paragraph (ii) of this section unless the broker or dealer has received,
prior to the transaction, a written agreement to the transaction from the
person; and stating in a highlighted format immediately preceding the
customer signature line that the broker or dealer is required to provide the
person with the written statement and the person should not sign and return
the written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience and
investment objectives and obtain from the person a manually signed and dated
copy of the written statement. A penny stock means any equity security
other than a security (i) registered, or approved for registration upon
notice of issuance on a national securities exchange that makes transaction
reports available pursuant to 17 CFR 11Aa3-1 (ii) authorized or approved for
authorization upon notice of issuance, for quotation in the NASDAQ system;
(iii) that has a price of five dollars or more or . . . . (iv) whose issuer
has net tangible assets in excess of $2,000,000 demonstrated by financial
statements dated less than fifteen months previously that the broker or
dealer has reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the person.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of purchasers in this
Offering to sell their shares in the secondary market. See "Market for
Registrant's Common Equity and Related Stockholder Matters - Broker-Dealer
Sales of Company's Securities."

<PAGE>12

- -------------------------------
SELLING SECURITY HOLDERS
- --------------------------------------

The Company shall register pursuant to this prospectus 175,000 Common
Shares currently outstanding and 75,000 Common Shares underlying A Warrants
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding
common shares. The amount and percentage owned after the offering assumes
the sale of all of the Common Shares being registered on behalf of the
selling shareholders.

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

W. Ross C. Corace,
100,000 3,228,796 90.32% 3,118,796 87.52%

Geneva A. Corace,
10,000 3,228,796 90.32% 3,118,796 87.52%

Meadow Run Farm, Inc.,
50,000 50,000 1.40% 0 0%
50,000 50,000(1) 3.39%(2) 0 0%

Arthur H. Bosworth,
5,000 5,000 .14% 0 0%
5,000 5,000(1) .34%(2) 0 0%

David A. Ledden
2,500 2,500 .07% 0 0%
2,500(1) 2,500(1) .17% 0 0%

Richard S. Klingenstein
2,500 2,500 .07% 0 0%
2,500 2,500(1) .17%(2) 0 0%

Phillip B. Foster
2,500 2,500 .07% 0 0%
2,500 2,500(1) .17%(2) 0 0%

Craddock-Columbine Realty
2,500 2,500 .07% 0 0%
2,500 2,500(1) .17%(2) 0 0%

(1)Represents Common Shares underlying the A Warrants.
(2)Represents percent of A Warrants currently owned. There were 1,475,000 A
Warrants issued and outstanding prior to this offering

- -----------------------------------------------------------------------------
THE DISTRIBUTIONS
- -----------------------------------------------------------------------------

Lorain Capital Corp. On January 1, 1996, the Company entered into a one
year verbal consulting agreement with Lorain Telecom Corporation to assist
the Company in its acquisition of an operating business. During the life of
the agreement, Lorain Telecom Corporation provided consulting services
regarding locating an acquisition candidate and capital structuring.
Pursuant to the consulting agreement, Lorain Telecom Corporation received
85,328 A Units. Each A Unit consisted of One Common Share of the Company,
seven A Warrants, seven B Warrants and seven C Warrants. See "The Company"
and "Certain Transactions." These A Units were subsequently transferred to a
wholly owned subsidiary of Lorain Telecom Corporation, Lorain Capital Corp.,
a Nevada corporation ("Lorain").

After careful study and review, the Board of Directors of Lorain determined
that it would be in the best interests of Lorain and its shareholders to
distribute all of the Company's Common Shares and A Warrants held by Lorain
to its shareholders. In addition, the Company and Lorain determined that
such a distribution would be in the best interests of the Company. Lorain
shareholder's may realize economic benefits from the sale of any Common Share
or A Warrant distribution if a market for the Company's Common Stock
develops, although there can be no assurances that any such market will
result. Lorain and the Company believe that the distribution to Lorain's
shareholders, which will result in an increased shareholder base of the
Company, will be an advantage to the Company at such time as the Company may
require additional capital and/or make application to NASDAQ. The increased
shareholder base of approximately 1,435 shareholders represents an increase
in potential future purchasers of additional stock in any subsequent offering
or in the stock market if these individuals are satisfied with the
performance of the Company's operations. The estimated cost of the
distribution (along with the distribution to Prepaid shareholders) is $9,573
which will be paid by the Company

<PAGE>13

Accordingly, after obtaining the approval of the independent directors on
Lorain's Board of Directors, the Board of Directors of Lorain declared a
dividend pursuant to which, as soon as practicable after the effective date
of this registration statement 85,348 Common Shares and 597,436 A Warrants
of the Company, constituting all of the Common Shares and A Warrants owned by
Lorain, will be distributed to the shareholders of record of Lorain as of
June 30, 1998 on the basis of one Common Shares and seven A Warrants for each
common share of Lorain Common Stock held. The Common Shares and A Warrants
are being distributed by Lorain as a dividend to holders of Lorain Common
Stock and neither the Company nor Lorain will receive any cash or other
proceeds in connection with the Distribution. No fractional Common Shares
or A Warrants will be issued. Lorain had approximately 1,435 shareholders of
record on the Record Date.

In order to comply with certain provisions of Delaware corporate law, on
August 31, 1998 (the "Payment Date') Lorain deposited the Common Shares and A
Warrants to be distributed with Signature Stock Transfer, Inc. (the
"Depositary"). The Depositary will hold such Common Shares and A Warrants
for the benefit of Lorain shareholders on the Record Date. The terms of the
agreement with the Depositary provides that the Common Shares and A Warrants
will be released promptly after the Registration Statement to which this
Prospectus relates is declared effective by the Commission. However, if the
Registration Statement is not declared effective prior to July 31, 1999,
then, unless such date is changed by notice to the Depositary from the
Company, the Depositary shall return all such Common Shares and A Warrants to
Lorain without effecting the distribution.

American Prepaid Legal Services, Inc. On January 2, 1995, the Company
entered into a one year verbal consulting agreement with American Prepaid
Legal Services, Inc. ("Prepaid") to assist the Company in its acquisition of
an operating business. During the life of the agreement, Prepaid provided
consulting services regarding locating an acquisition candidate and capital
structuring. Pursuant to the consulting agreement, Prepaid received 50,856
A Units. Each A Unit consisted of One Common Share of the Company, seven A
Warrants, seven B Warrants and seven C Warrants. See "The Company" and
"Certain Transactions."

After careful study and review, the Board of Directors of Prepaid determined
that it would be in the best interests of Prepaid and its shareholders to
distribute all of the Company's Common Shares and A Warrants held by Prepaid
to its shareholders. In addition, the Company and Prepaid determined that
such a distribution would be in the best interests of the Company. Prepaid
shareholder's may realize economic benefits from the sale of any Common Share
and A Warrant distribution if a market for the Company's Common Stock
develops, although there can be no assurances that any such market will
result. Prepaid and the Company believe that the distribution to Prepaid's
shareholders, which will result in an increased shareholder base of the
Company, will be an advantage to the Company at such time as the Company may
require additional capital and/or make application to NASDAQ. The increased
shareholder base of approximately 572 shareholders represents an increase in
potential future purchasers of additional stock in any subsequent offering or
in the stock market if these individuals are satisfied with the performance
of the Company's operations. The estimated cost of the distribution (along
with the distribution to Lorain shareholders) is $9,573 which will be paid by
the Company.

Accordingly, after obtaining the approval of the independent directors on
Prepaid's Board of Directors, the Board of Directors of Prepaid declared a
dividend pursuant to which, as soon as practicable after the effective date
of this registration statement 50,856 Common Shares and 355,992 A Warrants of
the Company, constituting all of the Common Shares and A Warrants owned by
Prepaid, will be distributed to the shareholders of record of Prepaid as of
June 30, 1998 on the basis of one share of Common Stock for each 19.6 shares
of Prepaid Common Stock held. The Common Shares and A Warrants are being
distributed by Prepaid as a dividend to holders of Prepaid Common Stock and
neither the Company nor Prepaid will receive any cash or other proceeds in
connection with the Distribution. No fractional Common Shares or A Warrants
will be issued. Prepaid had approximately 572 shareholders of record on the
Record Date.

In order to comply with certain provisions of Colorado corporate law, on
August 31, 1998 (the "Payment Date') Prepaid deposited the Common Shares and
A Warrants to be distributed with Signature Stock Transfer, Inc. (the
"Depositary"). The Depositary will hold such Common Shares and A Warrants
for the benefit of Prepaid shareholders on the Record Date. The terms of
the agreement with the Depositary provides that the Common Shares and A
Warrants will be released promptly after the Registration Statement to which
this Prospectus relates is declared effective by the Commission. However,
if the Registration Statement is not declared effective prior to July 31,
1999, then, unless such date is changed by notice to the Depositary from the
Company, the Depositary shall return all such Common Shares and A Warrants to
Prepaid without effecting the distribution.

<PAGE>14
- --------------------------------------------------------------
SOURCE AND USE OF PROCEEDS
- --------------------------------------------------------------

Assuming successful completion of the Offering, the Company shall receive net
proceeds of $2,206,299 after payment of commissions ($250,000) and offering
expenses of approximately $43,701. The Company shall utilize the net
proceeds from the sale of its B Units for working capital. The proceeds are
to be utilized over a six month period.

Any proceeds received from the subsequent exercise of the A Warrants shall
be used as working capital and to expand operations. Due to the uncertainty
of the timing and amount of actual funds which may be received upon exercise
of the Warrants, no specific breakdown of uses have been established by the
Company. The aggregate amount of proceeds if all of the A Warrants are
exercised is $7,267,140. If all of the A Warrants are exercised, the proceeds
shall be utilized over a four year period.

- -------------------------------------------------------
DILUTION
- -------------------------------------------------------

Dilution. Assuming completion of the total offering amount, there will
be a total of 4,075,000 Common Shares outstanding. This does not include any
of the Common Shares which will be issued upon the subsequent exercise of the
A Warrants being registered in this offering. The following table
illustrates the per Share dilution as of the date of this Prospectus, which
may be experienced by investors upon reaching the maximum offering.

Offering price $5.00
Net tangible book value per
Share before offering $.0052
Increase per Share
attributable to investors .5448
------
Pro forma net tangible
book value per Common
Share after offering .55
-----
Dilution to investors $4.45
Dilution as a percent of
offering price 89%

Comparative Per Common Share Data.

</TABLE>
<TABLE>
Maximum Offering Amount
Total Price
Number of Paid Per Consider-
Shares % Share ation Paid %
<C> <S> <S> <S> <S> <S>
Existing Shareholders 3,575,000 87.53% $.038 $133,510 5.07%
New Investors
of Common Shares 500,000 12.47% $5.00 $2,500,000 94.93%

</TABLE>

Includes the 500,000 Common Shares comprised in the B Units but does not
include any Common Shares to be issued upon the exercise of the A Warrants.

Further Dilution. The Company may issue additional restricted
Common Shares pursuant to private business transactions. Any sales under
Rule 144 after the applicable holding period may have a depressive effect
upon the market price of the Company's Common Shares and investors in
this offering upon conversion. See "SALES OF STOCK PURSUANT TO RULE 144."

- -------------------------------------------------------
THE COMPANY
- -------------------------------------------------------

The Company. The Company was incorporated in the state of Texas on March 18,
1994 under the name of American/National Trucking, Inc. On August 28, 1998,
RC Capital, Inc., a Colorado corporation was merged into the Company.
Pursuant to the Articles of Merger, the name of the Company was changed to
Makepeace Capital Corp. (the "Company"). Prior to this acquisition, the
Company had no significant business activity. The Company is currently
engaged in the generation of prime and sub-prime home improvement contract
mortgages, construction of home improvement contracts and the generation of
commercial contracts for which the Company derives consulting fees from
material suppliers and contractors as well as profits from the construction
and sale of the property.

<PAGE>15

The Company's principal offices are located at 1660 South Albion Street,
#723, Denver, Colorado 80222. Its telephone number at such address is (303)
753-6512. These offices consist of 404 square feet on a month to month
lease with a lease payment of $491.08 per month.

There are presently outstanding 3,575,000 Common Shares, 1,975,000 A
Warrants, 1,400,000 B Warrants and 1,400,000 C Warrants. As a result, up to
4,075,000 Common Shares will be outstanding upon completion of this Offering.
This does not include any Common Shares which may be issued upon subsequent
exercise of the Class A, B or C Warrants. See "DILUTION", "DESCRIPTION OF
SECURITIES" and "CERTAIN TRANSACTIONS."

Employees. As of the date of this Prospectus, the Company has one full time
and no part time employees. See "RISK FACTORS."

The Company will, as operations demand, sub-contract the balance of its
personnel through independent contractors or hire additional employees.

Competition. There is significant competition in the mortgage industry.
The Company competes with established companies and other entities (many of
which possess substantially greater resources than the Company). Almost all
of the companies with which the Company competes are substantially larger,
have more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the Company now
has, or will have in the foreseeable future. It is also likely that other
competitors will emerge in the near future. There is no assurance that the
Company will continue to compete successfully with other established mortgage
companies. The Company shall compete on the basis of price. Inability to
compete successfully might result in increased costs, reduced yields and
additional risks to the investors herein. See "The Company - Competition."

Merger with RC Capital, Inc.. On August 28, 1998, RC Capital, Inc., a
Colorado corporation was merged into the Company. In exchange for all of the
outstanding Common Shares of RC Capital, Inc., the shareholders of RC
Capital, Inc. were issued 10,000 B Units of the Company. RC Capital
commenced operations in August, 1997 and with its retail home improvement
business beginning in January 2, 1998.

- -------------------------------------------------
BUSINESS ACTIVITIES
- -------------------------------------------------

General. The net proceeds of this Offering will be used for working capital
purposes, including payment of employee compensation and other general and
administrative expenses. The net proceeds of the offering are intended to
be applied over the next six months.

The Company is engaged in the generation of prime and sub-prime home
improvement contract mortgages, construction of home improvement contracts
and the generation of commercial contracts for which the Company derives
consulting fees from material suppliers and contractors as well as profits
from the construction and sale of the property. The Company conducts the
above business through two segments, American Better Homes and Commercial
Exterior Consultants. Providing the successful conclusion of this offering,
the Company intends to pool mortgages for sale to third party financial
institutions utilizing the Company's capital and existing warehouse lines of
credit. The business of each of the segments are not seasonal to any
significant extent.

Through its division, American Better Homes, the Company generates prime and
sub-prime home improvement mortgages which it sells to third party financial
institutions such as Empire Financial Corp., First Plus Mortgage, Greentree
Financial, Money Store and Beneficial Finance upon completion of the contract
for home improvement. The Company is engaged, through direct consumer
marketing, in the sale and installation of siding and related exterior home
improvement products. The Company's customers pay for installation of siding
and related products in cash upon completion of the work, or by third party
installment or revolving financing arranged by the Company. In credit
arrangements by third parties, the Company does not assume any credit risk
and receives the full amount of contract price. Each customer who enters
into a credit arrangement with a third party installment lending institution
is required to deliver to the Company a financing statement and a mortgage on
the customer's home to secure the contract price. All such financing
statements and mortgages are assigned by the Company to the lending
institution with recourse to the Company. The lending institution
furnishing such financing approves the customer's credit in advance and
remits the full amount of the contract price to the Company upon completion
of installation. Most of the mortgages are seconds financed under the FHA
Title One program. The full amount of the job is paid to the Company from
which all costs are deducted with the remainder as profit to the Company.

Through its division, Commercial Exterior Consultants, the Company generates
commercial application of siding and related projects and earns revenue and
fees through the introduction of the contractor to the supplier of material
and for the introduction of the job to the contractor. To date, from August
1997, this division has delivered orders for approximately $235,000 in
material and $940,000 in aggregate amount of jobs. The Company earns a fee
of 5% on material shipments as well as the entire job. In many instances,

<PAGE>16

the Company will arrange for the construction of the job and will generally
derive a profit of 15% to 20% after sale of the property to previously
obtained permanent financing. Commercial jobs mostly fall in a range of
$200,000 to $1,500,000.

The Company, at the successful completion of this offering, intends to enter
the business of lending on mortgages, pooling the mortgages and selling the
mortgages to financial institutions or packaging them for sale on the open
market. In addition to the mortgages generated internally by the activities
described above, the Company will actively solicit mortgages from other
sources.

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

Trends and Uncertainties. Demand for the Company's services will be
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the Company's activities
is the generation of prime and sub-prime home improvement contract mortgages,
construction of home improvement contracts and the generation of commercial
contracts for which the Company derives consulting fees from material
suppliers and contractors as well as profits from the construction and sale
of the property.

In addition, the outcome of this offering is uncertain. The lack of sales of
this offering would negatively impact the Company's ability to successfully
continue operations.

Capital and Source of Liquidity. The Company currently has no material
commitments for capital expenditures. The Company intends to use a majority
of the proceeds of this offering for working capital and to expand
operations. If this offering is not successful, the Company's cash flow will
be negatively affected if the expenditures are attempted.

The Company recently completed an offering of its B units pursuant to Rule
504 of the Securities Act of 1933. Pursuant to the offering, the Company
sold 65,000 B Units for the aggregate purchase price of $2.00 per B Unit or
$130,000.

The Company expects that the net proceeds from its recent offering, this
Offering and the cash flow from operations will be sufficient to allow the
Company to meet the expected growth in demand for its products and services.
However, there can be no assurance that sufficient capital will be raised or
that future product sales will meet the Company's growth expectations.
Should either of these fail to occur, the Company may elect to (i) reduce the
planned expansion of operations or (ii) pursue other financing alternatives.
Implementation of either of the foregoing options could delay or diminish the
Company's planned growth and adversely affect its profitability.

Management is of the opinion that its current working capital and anticipated
funds from operations are sufficient to meet its cash requirements for
moderate growth in the year ahead. However, in order to achieve the
Company's plans for growth, additional capital is required.

On a long term basis, liquidity is dependent on increased revenues from
operations, additional infusions of capital and debt financing. The Company
believes that additional capital and debt financing in the short term will
allow the Company to commence its marketing and sales efforts and thereafter
result in revenue and greater liquidity in the long term. However, there can
be no assurance that the Company will be able to obtain additional equity or
debt financing in the future, if at all.

Results of Operations. Since inception, the Company has not generated any
revenues. The Company intends to pursue the operations of the company it
recently acquired, RC Capital, Inc. For the year ended June 30, 1998, on a
proforma basis, the Company had a net loss of $77,857. The Company has net
sales of $132,365 and cost of sales of $73,497. General and administrative
expenses were $135,677 for the year ended June 30, 1998 which consisted
primarily of advertising ($10,432), commissions ($41,201), insurance
($2,424), legal ($19,585), office expense ($10,834), rent ($17,004),
telephone ($10,504) Officer draw and expenses ($11,435) and other
miscellaneous expenses ($12,218).

The Company shall seek to maintain low operating expenses while trying to
expand operations and increase operating revenues. The Company is focusing
on maintaining a low cost administrative approach. However, increased
marketing expenses will probably occur in future periods as the Company
attempts to further increase its marketing and sales efforts.

<PAGE>17

- ---------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------

Officers and Directors. Pursuant to the Articles of Incorporation, each
Director shall serve until the annual meeting of the stockholders, or until
his successor is elected and qualified. The Company's basic philosophy
mandates the inclusion of directors who will be representative of management,
employees and the minority shareholders of the Company. Directors may only
be removed for "cause". The term of office of each officer of the Company is
at the pleasure of the Company's Board.

The principal executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
W. Ross C. Corace President, Treasurer July 27, 1998
age 57 Director

Samuel C. Cummings Senior Vice President July 27, 1998
age 46 Secretary, Director

Robert L. Fedelleck Director July 27, 1998
age 54

W. Ross C. Corace has been President, Treasurer and a Director of Makepeace
Capital Corp. since August, 1998. Mr. Corace was President, Treasurer and a
Director of RC Capital, Inc., a mortgage company, from July of 1997 until it
was merged into the Company in July, 1998. Mr. Corace was President of
Foxmorr Industries, Ltd., a publicly held corporation from December 14, 1981
until its purchase by General Pacific Corp. in June, 1997. Mr. Corace was
President of Commodity Resources, Inc., a publicly held corporation from
September 7, 1977 until completion of its merger with Tri-Valley Oil and Gas
Company in July 1981. From 1974 to present, Mr. Corace has served as
President of Medusa Management Corp., a privately held investment company.
Mr. Corace received a BBA degree in Business Administration from Ohio
University in 1963.

Samuel C. Cummings has been Secretary and a Director of Makepeace Capital
Corp. since August, 1998. Mr. Cummings was Secretary and a Director of RC
Capital, Inc., a mortgage company, from July, 1997 until it was merged into
the Company in August, 1998. Since 1972, Mr. Cummings has held various
positions in the building materials and home improvement business. Mr.
Cummings attended San Antonio College with a major in Business
Administration.

Robert L. Fedelleck. Mr. Fedelleck has been a Director of Makepeace Capital
Corp. since August, 1998. Mr. Fedelleck was a Director of RC Capital, Inc., a
mortgage company, from January 2, 1998 until it was merged into the Company
in July, 1998. From May of 1998 to present, Mr. Fedelleck has been vice-
president of Professional Siding, Inc., a Denver based commercial siding and
window company. From 1971 to May, 1998, Mr. Fedelleck was President and
sole owner of Three Crowns Distributing, Inc., a Denver based retail home
improvement siding and window company. Mr. Fedelleck received his high
school diploma from Central High School in Grand Junction, Colorado.

SUMMARY COMPENSATION TABLE

</TABLE>
<TABLE>
<CAPTION> Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position(1) Year ($) ($) ($) ($) ($) ($) ($)

W. Ross C. Corace
President/CEO 1998 - - - - - - -

Samuel Cummings
Secretary 1998 $52,000 - - - - - -
</TABLE>

Board of Directors Compensation. Members of the Board of Directors will
receive $500 per meeting if said Directors are not separately compensated by
the Company and will be required to attend a minimum of four meetings per
fiscal year. All expenses for meeting attendance or out of pocket expenses
connected directly with their Board representation will be reimbursed by the
Company. Director liability insurance may be provided to all members of the
Board of Directors. No differentiation is made in the compensation of
"outside directors" and those officers of the Company serving in that
capacity.

Conflicts of Interest Policy. The Company has adopted a policy that any
transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only
be on terms consistent with industry standards and approved by a majority of

<PAGE>18

the disinterested directors of the Company's Board of Directors. The Bylaws
of the Company provide that no such transactions by the Company shall be
either void or voidable solely because of such relationship or interest of
directors or officers or solely because such directors are present at the
meeting of the Board of Directors of the Company or a committee thereof which
approves such transactions, or solely because their votes are counted for
such purpose if: (i) the fact of such common directorship or financial
interest is disclosed or known by the Board of Directors or committee and
noted in the minutes, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote for that purpose
without counting the vote or votes of such interested directors; or (ii) the
fact of such common directorship or financial interest is disclosed to or
known by the shareholders entitled to vote and they approve or ratify the
contract or transaction in good faith by a majority vote or written consent
of shareholders holding a majority of the Common Shares entitled to vote (the

votes of the common or interested directors or officers shall be counted in
any such vote of shareholders), or (iii) the contract or transaction is fair
and reasonable to the Company at the time it is authorized or approved. In
addition, interested directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors of the Company or a committee
thereof which approves such transactions.

Indemnification. The Company shall indemnify to the fullest extent permitted
by, and in the manner permissible under the laws of the State of Texas,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Company, or
served any other enterprise as director, officer or employee at the request
of the Company. The Board of Directors, in its discretion, shall have the
power on behalf of the Company to indemnify any person, other than a director
or officer, made a party to any action, suit or proceeding by reason of the
fact that he/she is or was an employee of the Company.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceedings) is asserted by such director, officer, or controlling person in
connection with any securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

- ------------------------------------------------------
CERTAIN TRANSACTIONS
- ------------------------------------------------------

Preferred Shares retired. In August 1998, Gencorp Enterprises, Inc., a
company controlled by Geneva A. Corace, wife of W. Ross C. Corace, agreed to
return 10,000 Series C Preferred Shares to the treasury of the Company.
These 10,000 Series C Preferred Shares have been canceled on the books and
records of the Company.

During the year ended June 30, 1998, the Company (on a proforma basis)
received gross cash working capital advances from its president amounting to
$41,612 and made cash repayments of the advances aggregating $37,346. The
balance of the advances at June 30, 1998 amounted to $4,266 and is expected
to be repaid currently without interest.

During the year ended June 30, 1998, the Company (on a proforma basis)
received gross cash working capital advances from an entity controlled by the
Company's president amounting to $155,591. The balance of the advances
outstanding at June 30, 1998 is expected to be repaid currently without
interest.

Additionally, during the year ended June 30, 1998, the Company, (on a
proforma basis) made a $9,000 cash advance to an entity controlled by the
Company's president. The balance of the uncollateralized advance is expected
to be repaid by the entity currently without interest.

<PAGE>19
- ----------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- ----------------------------------------------------------------

There are currently 4,075,000 Common Shares outstanding. The following
tabulates holdings of shares of the Company by each person who, subject to
the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the Common Shares and, in
addition, by all directors and officers of the Company individually and as a
group.

Shareholdings at Date of
This Memorandum
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares as
Adjusted
to Reflect
Percentage Conclusion
Number & Class Prior to of the
Name and Address of Shares(1)(4) Offering Offering

W. Ross C Corace 100,000 2.80% 2.45%
1570 S. York Street 3,118,796(2) 87.24% 76.53%
Denver, Colorado 80210 10,000(3) .28% .25%

Geneva A. Corace(2)(3) 10,000 .28% .25%
1570 S. York Street 3,118,796(2) 87.24% 76.53%
Denver, Colorado 80210 100,000(2) 2.80% 2.45%

Samuel C. Cummings 25,000 .70% .61%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck 20,000 .56% .49%
318 S. 24th Avenue
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 3,118,796(2) 87.24% 76.53%
1660 South Albion Street, #723
Denver, Colorado 80222
.
All Officers and Directors
as a Group (3 persons) 3,273,796 91.57% 80.34%
</TABLE>

(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose or
direct the disposition of all shares beneficially owned, subject to
applicable community property laws.

(2) Gencorp Enterprises, Inc. is controlled by Geneva Corace, wife of W. Ross
C. Corace, the Company's President. As a result, Mr. Corace and Geneva A.
Corace would be deemed to be the beneficial owners of these Common Shares.
Assuming all of the 446,572 B Warrants and 446,572 C Warrants owned by
Gencorp Enterprises, Inc. were exercised, Gencorp Enterprises, Inc. would
directly own 4,011,940 Common Shares (45.33%). Geneva A. Corace and W. Ross
C. Corace would indirectly and directly own a total of 4,121,940 Common
Shares or .46.58% of the then outstanding 8,850,000 Common Shares assuming
all A, B and C Warrants were exercised.

(3) Geneva A. Corace is wife of W. Ross C. Corace, the Company's president.
As a result, Mr. Corace would be deemed to be the beneficial owner of these
Common Shares. Assuming all of the 10,000 A Warrants owned by Geneva A.
Corace were exercised, Geneva A. Corace and W. Ross C. Corace would
indirectly and directly own a total of 4,121,940 Common Shares or .46.58% of
the then outstanding 8,850,000 Common Shares assuming all A, B and C Warrants
were exercised.

There are currently 1,475,000 A Warrants outstanding. The following
tabulates holdings of A Warrants of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the A Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.

<PAGE>20

<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares as
Adjusted
to Reflect
Percentage Conclusion
Number of Prior to prior to of the
Name and Address A Warrants(1)(4) Offering Offering
<S> <C> <C> <C>

W. Ross C Corace
1570 S. York Street 446,572(2) 30.28% 22.61%
Denver, Colorado 80210 10,000(3) .68% .51%

Geneva A. Corace(2)(3) 10,000 .68% .51%
1570 S. York Street 446,572(2) 30.28% 22.61%
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street, Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 446,572(2) 30.28% 22.61%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 40.50% 0%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

American Prepaid
Legal Services, Inc. 355,992 24.14% 0%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

All Officers and Directors
as a Group (3 persons) 456,572(2) 30.86% 23.12%
</TABLE>

(1) Gencorp Enterprises, Inc. is controlled by Geneva Corace, wife of W. Ross
C. Corace, the Company's President. As a result, Mr. Corace and Geneva A.
Corace would be deemed to be the beneficial owners of these A Warrants.

(2) Geneva A. Corace is wife of W. Ross C. Corace, the Company's president.
As a result, Mr. Corace would be deemed to be the beneficial owner of A
Warrants.

There are currently 1,400,000 B Warrants outstanding. The following
tabulates holdings of shares of the Company by each person who, subject to
the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the B Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.
<TABLE>
<S> <C> <C> <C>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90% 31.90%
Denver, Colorado 80210

Geneva A. Corace(2)(3) 446,572(1) 31.90% 31.90%
1570 S. York Street
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 446,572(1) 31.90% 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 42.67 42.67%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

American Prepaid
Legal Services, Inc. 355,992 25.43% 25.43%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

<PAGE>21

All Officers and Directors
as a Group (3 persons) 456,572 31.90% 31.90%
</TABLE>

There are currently 1,400,000 C Warrants outstanding. The following
tabulates holdings of shares of the Company by each person who, subject to
the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the C Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.
<TABLE>
<S> <C> <C> <C>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90% 31.90%
Denver, Colorado 80210

Geneva A. Corace(2)(3) 446,572(1) 31.90% 31.90%
1570 S. York Street
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 446,572(1) 31.90% 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 42.67 42.67%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

American Prepaid
Legal Services, Inc. 355,992 25.43% 25.43%
2618 SW 23rd Terrace, Suite 102
Fort Lauderdale, FL 33312

All Officers and Directors
as a Group (3 persons) 456,572 31.90% 31.90%
</TABLE>

- ----------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- ----------------------------------------------------------

The Company currently has 3,575,000 shares of Common Stock outstanding. Of
these, 3,200,000 Common Shares are "restricted securities" and may be sold in
compliance with Rule 144 adopted under the Securities Act of 1933, as
amended. Other securities may be issued, in the future, in private
transactions pursuant to an exemption from the Securities Act. Rule 144
provides, in essence, that a person who has held restricted securities for a
period of two years may sell every three months in a brokerage transaction or
with a market maker an amount equal to the greater of 1% of the Company's
outstanding shares or the average weekly trading volume, if any, of the
shares during the four calendar weeks preceding the sale. The amount of
"restricted securities" which a person who is not an affiliate of the Company
may sell is not so limited. Nonaffiliates may each sell without limitation
shares held for three years. The Company will make application for the
listing of its Shares in the over-the-counter market. Sales under Rule 144
may, in the future, depress the price of the Company's Shares in the over-
the-counter market, should a market develop. Prior to this offering there
has been no public market for the Common Stock of the Company. The effect,
if any, of a public trading market or the availability of shares for sale at
prevailing market prices cannot be predicted. Nevertheless, sales of
substantial amounts of shares in the public market could adversely effect
prevailing market prices.

<PAGE>22

- ----------------------------------------------------------
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- ----------------------------------------------------------

Prior to this Offering, there has been no market for the Company's common
stock. Upon successful completion of this offering, the Company intends to
apply to have its common stock traded on the Electronic Bulletin Board.

Holders. The approximate number of holders of record of the Company's .001
par value common stock, as of June 30, 1998 was seven.

Dividends. Holders of the Company's common stock are entitled to receive
such dividends as may be declared by its Board of Directors.

Broker-Dealer Sales of Company Securities. Until the Company successfully
obtains a listing on the NASDAQ quotation system, if ever, the Company's
securities may be covered by Rule 15g-2 under the Securities Exchange Act of
1934 that imposes additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination of the purchaser and have received the purchaser's
written agreement to the transaction prior to the sale. In order to approve
a person's account for transactions in designated securities, the broker or
dealer must (i) obtain information concerning the person's financial
situation, investment experience and investment objectives; (ii) reasonably
determine, based on the information required by paragraph (i) that
transactions in designated securities are suitable for the person and that
the person has sufficient knowledge and experience in financial matters that
the person reasonably may be expected to be capable of evaluating the rights
of transactions in designated securities; and (iii) deliver to the person a
written statement setting forth the basis on which the broker or dealer made
the determination required by paragraph (ii) in this section, stating in a
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a designated security subject to the provisions of paragraph
(ii) of this section unless the broker or dealer has received, prior to the
transaction, a written agreement to the transaction from the person; and
stating in a highlighted format immediately preceding the customer signature
line that the broker or dealer is required to provide the person with the
written statement and the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience and investment objectives
and obtain from the person a manually signed and dated copy of the written
statement. A designated security means any equity security other than a
security (i) registered, or approved for registration upon notice of
issuance on a national securities exchange that makes transaction reports
available pursuant to 17 CFR 11Aa3-1 (ii) authorized or approved for
authorization upon notice of issuance, for quotation in the NASDAQ system;
(iii) that has a price of five dollars or more or . . . (iv) whose issuer has
net tangible assets in excess of $2,000,000 demonstrated by financial
statements dated less than fifteen months previously that the broker or
dealer has reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the person.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of purchasers in this
Offering to sell their shares in the secondary market.

- ----------------------------------------------------------
TERMS OF OFFERING
- ----------------------------------------------------------

Plan of Distribution. The Company hereby offers up to 500,000 B Units at the
purchase price of $5.00 per B Unit. The B Units are being offered on a
"best efforts" basis by the Company (employees, officers and directors) and
possibly selected broker-dealers. No sales commission will be paid for B
Units sold by the Company. Selected broker-dealers shall receive a sales
commission of up to 10% for any B Units sold by them. The Company reserves
the right to withdraw, cancel or reject an offer in whole or in part. The B
Units offered hereby will not be sold to insiders, control persons, or
affiliates of the Company.

Determination of Offering Price. The offering price and other terms of the
B Units were arbitrarily determined by the Company after considering the
total offering amount needed and the possible dilution to existing and new
shareholders.

Offering Procedure. This Offering will terminate on or before June 30,
1999. In the Company's sole discretion, the offering of Units may be
extended for up to three Thirty day periods, but in no event later than
September 30, 1999.

Subscription Procedure. The full amount of each subscription will be
required to be paid with a check payable to the Company in the amount of the
subscription. Such payments are to be remitted directly to the Company by
the purchaser or by the soliciting broker/dealer before 12:00 noon, on the

<PAGE>23

following business day, together with a list showing the names and addresses
of the person subscribing for the offered Units or copies of subscribers
confirmations.

No Escrow Account. There is no minimum offering amount and no escrow
account. As a result, any and all offering proceeds will be deposited
directly into the operating account of the Company.

- --------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------

Qualification. The following statements constitute brief summaries of the
Company's Certificate of Incorporation and Bylaws, as amended. Such
summaries do not purport to be complete and are qualified in their entirety
by reference to the full text of the Certificate of Incorporation and Bylaws.

The Company's articles of incorporation authorize it to issue up to
100,000,000 Common Shares. Shares of common stock purchased in this
offering will be fully paid and non-assessable.

Common Stock. There are presently outstanding 3,575,000 Common Shares. As a
result, up to 4,075,000 Common Shares will be outstanding upon completion of
this Offering.

Holders of Common Shares of the Company are entitled to cast one vote for
each share held at all shareholders meetings for all purposes. There are no
cumulative voting rights. Upon liquidation or dissolution, each outstanding
Common Share will be entitled to share equally in the assets of the Company
legally available for distribution to shareholders after the payment of all
debts and other liabilities. Common Shares are not redeemable, have no
conversion rights and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent offering. All
outstanding Common Shares are, and the shares offered hereby will be when
issued, fully paid and non-assessable.

There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends out of any funds legally available therefor.
The Company has not paid dividends to date and it is not anticipated that any
dividends will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to finance the
future growth of the Company. Accordingly, future dividends, if any, will
depend upon, among other considerations, the Company's need for working
capital and its financial conditions at the time.

Preferred Stock. The Company is authorized to issue 20,000,000 shares of
preferred stock, par value of $.001. The preferred stock is divided into
Series A, Series B and Series C preferred stock which shall have all the same
rights and privileges except voting rights as expressly set forth below:

Series A preferred shares which consist of 10,000,000 shares, have no
voting rights.

Series B preferred shares which consist of 9,990,000 shares, have no
voting rights.

Series C preferred shares which consist of 10,000 shares, are entitled to
vote fifty (50% percent of the stockholder voting rights. Each holder of
preferred stock, Series C, shall be entitled to one vote for each share of
preferred stock, Series C, held.

Authorized stock may be issued from time to time without action by the
stockholders for such consideration as may be fixed from time to time by the
Board of Directors, and shares so issued, the consideration for which have
been paid or delivered, shall be deemed fully paid stock and the holder of
such shares shall not be liable for any further payment thereon.

The capital stock of the Company, after the amount of the subscription price
or par value has been paid in full, shall not be subject to assessment to pay
debts of the Company and no paid up stock and no stock issued as fully paid
shall ever be accessible or assessed and the Articles of Incorporation shall
not be amended in this particular.

B Units. The Company has authorized the issuance of 610,000 B Units. There
are currently outstanding 75,000 B Units. Each B Unit consists of One
Common Share of the Company and one A Warrant.

Warrants. The Company authorized the issuance of 2,010,000 A Warrants,
1,400,000 B Warrants and 1,400,000 C Warrants. There are currently
outstanding, 1,475,000 A Warrants, 1,400,000 B Warrants and 1,400,000 C
Warrants. The A Warrants are exercisable into one common share at the
purchase price of $5.00. The A Warrants shall be exercisable for a period
of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per A Warrant upon thirty
days notice. The B Warrants are exercisable into one common share at the
purchase price of $7.50. The B Warrants shall be exercisable for a period
of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per B Warrant upon thirty
days notice. The C Warrants are exercisable into one common share at the

<PAGE>24

purchase price of $10.00. The C Warrants shall be exercisable for a period
of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per C Warrant upon thirty
days notice.

Transfer Agent. Signature Stock Transfer, Inc. acts as transfer agent for
the Company.

- -----------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------

The due issuance of the Common Shares offered hereby will be opined upon for
the Company by J. M. Walker, Attorney-At-Law, in which opinion Counsel will
rely on the validity of the Certificate and Articles of Incorporation issued
by the State of Texas, as amended and the representations by the
management of the Company that appropriate action under Texas law has
been taken by the Company.

- --------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------

The Company is not involved in any legal proceedings as of the date of this
Prospectus.

- --------------------------------------------------------
EXPERTS
- --------------------------------------------------------

The audited financial statements included in this Prospectus have been so
included in reliance on the report of James E. Scheifley and Associates,
P.C., Certified Public Accountants, on the authority of such firm as experts
in auditing and accounting.

- --------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- --------------------------------------------------------

None of the experts or counsel named in the Prospectus are affiliated with
the Company.

<PAGE>25

- --------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------

Index to Financial Statements

American/National Trucking, Inc.
Independent Auditor's Report dated July 23, 1998
Balance Sheet for the year ended June 30, 1998
Statement of Operations for Years Ended June 30, 1998 and 1997
And for the period from inception (March 18, 1994)
to June 30, 1998
Statement of Changes in Stockholders' Equity
For the Period from Inception (March 18, 1994) to June 30, 1998
Statements of Cash Flows
Years Ended June 30, 1998 and 1997
For the period from Inception (March 18, 1994) to June 39, 1998
Notes to Financial Statements

PRO FORMA COMBINED FINANCIAL INFORMATION
(Unaudited)
Pro forma Combined Balance Sheet as of June 30, 1998
Pro Forma Combined Statement of Operations for the
Year Ended June 30, 1998

RC Capital, Inc.
Independent Auditor's Report dated August 14, 1998
Balance Sheet as of June 30, 1998
Statement of Operations For the
Year Ended June 30, 1998
Statement of Changes in Stockholders' Equity
For The Year Ended June 30, 1998
Statements of Cash Flows For The
Year Ended June 30, 1998
Notes to Financial Statements

<PAGE>26

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
American/National Trucking, Inc.

We have audited the balance sheet of American/National Trucking, Inc. (a
development stage company) as of June 30, 1998, and the related statements
of operations, stockholders' equity, and cash flows for each of the years
ended June 30, 1998 and 1997, and the period from March 18, 1994, (date of
inception) to June 30, 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 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 American/National
Trucking, Inc. (a development stage company), as of June 30, 1998, and the
results of its operations and cash flows for years ended June 30, 1998 and
1997, and the period from March 18, 1994, (date of inception) to June 30,
1998, in conformity with generally
accepted accounting principles.

James E. Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
July 23, 1998

<PAGE>27

American/National Trucking, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ -
------------
Total current assets -

$ -
============

STOCKHOLDERS' EQUITY

Commitments and contingencies

Stockholders' equity:
Preferred stock, $.001 par value -
Series A, 10,000,000 shares authorized
no voting rights
Series B, 9,990,000 shares authorized
no voting rights -
Series C, 10,000 shares authorized
50% voting rights, one vote per share
10,000 outstanding 10

Common stock, $.001 par value,
100,000,000 shares authorized,
3,500,000 shares issued and outstanding 3,500
(Deficit) Accumulated deficit
during development stage (3,510)
-----------
-
-----------
$ -

</TABLE>

See accompanying notes to financial statements.

<PAGE>28
American/National Trucking, Inc.
(A development stage company)
Statement of Operations
Years Ended June 30, 1998 and 1997
And for the period from inception (March 18, 1994)
to June 30, 1998

<TABLE>
<CAPTION>
Period From
Inception to
June 30, June 30, June 30,
1998 1998 1998
-------- -------- -------------
<S> <C> <C> <C>

Operating expenses $ - $ - $ 3,510
-------- ------- --------
(Loss) from operations and net
(loss) $ - $ - $ (3,510)
======== ======= ========

Per share information:
Basic (loss per common share $ - $ - $ -
======== ======== ========

Weighted average shares
outstanding 3,500,000 3,500,000 3,500,000
========= ========= =========

</TABLE>

See accompanying notes to financial statements.

<PAGE>29

American/National Trucking, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period from Inception (March 18, 1994) to June 30, 1998

<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Paid-in During Develop-
Shares Amount Capital ment Stage Total
----------------------- --------- ---------------- ---------
<S> <C> <C> <C> <C> <C>

Shares issued at inception for
services @ $.001 per share 3,500,000 $ 3,500 $ - $ (3,500) $ -

Net (loss) for the period ended
June 30, 1994
--------- ------- ------- ------------ -------

Balance, June 30, 1994 through 1998 3,500,000 3,500 - (3,500) -
========= ======= ======= =========== =======

</TABLE>

See accompanying notes to financial statements.

<PAGE>30

American/National Trucking, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended June 30, 1998 and 1997
For the period from Inception (March 18, 1994) to June 39, 1998

Period from
Inception to
June 30, June 30, June 30,
1998 1997 1998
<S> <C> <C> <C>

Net income (loss) $ - $ - $ (3,500)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Services provided for common stock - - 3,500
---------- -------- -----------
Total adjustments - - 3,500
Net cash provided by (used in)
operating activities - - -

Increase (decrease) in cash - - -
Cash and cash equivalents,
beginning of period - - -
---------- -------- -----------
Cash and cash equivalents,
end of period $ - $ - $ -
========== ======== ===========

Supplemental cash flow information:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
</TABLE>

See accompanying notes to financial statements.

<PAGE>31

American/National Trucking, Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 1. Organization

The Company was incorporated on March 19, 1994 in the State of Texas. The
Company is in the development stage and its intent is to seek a suitable
merger partner. The Company has had no significant business activity to
date and has chosen June 30 as a year end.

Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates.

Loss per share
In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies
the existing computational guidelines under Accounting Principles Board
("APB") opinion No. 15, "Earnings Per Share."
The statement is effective for financial statements issued for periods ending
after December 15, 1997. Among other changes, SFAS No. l 128 eliminates the
presentation of primary earnings per share and replaces it with basic earning
per share for which common stock equivalents are not considered in the
computation. It also revises the computation of diluted earnings per share.
The Company has adopted SFAS No. 128 and there is not material impact to the
Company's earnings per share, financial condition, or results of operations.

The Company's earnings per share have been restated for all periods presented
to be consistent with SFAS No. 128..

The basic loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the period.
Common stock equivalent are excluded from the computation as their effect
would be anti-dilutive. Loss per share is unchanged on a diluted basis.

Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.

New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for
all items that are to be recognized under accounting standards as components
of comprehensive income to be reported in the financial statements. The
statement is effective for all periods beginning after December 15, 1997 and
reclassification of financial statements of financial statements for earlier
periods will be required for comparative purposes. To date, the Company has
not engaged in transactions which would result in any significant difference
between its reported net loss and comprehensive net loss as defined in the
statement.

Note 2. Stockholders' Equity.

At its inception, the Company issued 3,500,000 shares of its
$.001 par value common stock to affiliates for services valued at their fair
market value of $3,500 based upon the value of the services provided.

Note 6. Income taxes

The Company currently has net operating loss carryforward amounting to $3,500
which expires in 2009. The Company is unable to predict future taxable
income whereby it could utilize this carryforward and therefore the deferred
tax asset related to the loss carryforward ($525) has been fully reserved.

<PAGE>32

PRO FORMA COMBINED FINANCIAL INFORMATION
(Unaudited)

On August 26, 1988 the controlling shareholder of RC Capital,
Inc. (RC) agreed to purchase 3,200,000 shares of the issued and
outstanding shares of American/National Trucking, Inc. (American)
and to file articles of merger between the companies. In
connection with the merger, American effected a change of its
corporate identity to Makepeace Capital Corp. Additionally in
connection with the merger, all of the issued and outstanding
shares of RC Capital, Inc. were exchanged for 10,000 units of
Makepeace securities. Each unit consists of 1 share of common
stock and an option to purchase one share of common stock at an
exercise price of five dollars. The unaudited pro forma combined
statement of operations assumes that the transaction occurred on
July 1, 1997 and is presented for the year ended June 30, 1998.
The unaudited pro forma combined balance sheet reflects the
combination of the Company's balance sheet with RC's balance
sheet as of June 30, 1998.

The pro forma information is presented for illustrative purposes
only and does not purport to be indicative of the operating
results or financial position that would actually have occurred
if the transaction had been in effect on the dates indicated, nor
is it indicative of future operating results or financial
position. The pro forma adjustments are based upon available
information and assumptions that the Registrant believes are
reasonable in the circumstances.

The pro forma information should be read in conjunction with the
Company's June 30, 1998 financial statements and notes thereto
contained in the Registration Statement of Form SB-2 dated August
28,1998.

The transaction is accounted as a reverse merger and therefore,
the accumulated deficit and operating activities of American are
eliminated. There is no adjustment made to the carrying values
of any of the assets or liabilities of RC in connection with the
reverse merger.

Pro forma adjustments to reflect the merger of the companies
gives effect to the following:

(1) To record the payment of $30,000 of the Company's funds to
the certain shareholders of American with a corresponding
adjustment to amounts due from related parties.

(2) To record the conversion of notes payable and notes payable -
related parties into new shares of Makepeace for the portion
of such notes payable for which Makepeace has received
subscription agreements from the note holders at a conversion
rate of $2.00 per share.

(3) To reclassify a portion of common stock issued to additional
paid in capital.

<PAGE>33

Makepeace Capital Corp. / RC Capital, Inc.
Pro Forma Combined Balance Sheet
As of June 30, 1998
(Unaudited)

<TABLE>
<CAPTION>
Pro Forma Pro Forma
Makepeace RC Capital Adjustments Combined
<S> <C> <C> <C> <C>
Assets
Current Assets:
Cash $ - $ 57,220 $ - $ 57,220
Accounts receivable - related par - - 9,000 30,000 (1) 39,000
----------- ----------- ---------- ---------
Total current assets - 66,220 30,000 96,220

Property and equipment, net - 17,951 17,951

Deposits - 35,000 (30,000) (1) 5,000
Organization costs - 1,458 1,458
Goodwill -
---------- -------- ---------- ---------
- 120,629 - 120,629
========== ======== ========== =========
Liabilities and stockholders' equity
Current liabilities:
Notes payable - 15,000 (15,000) (2) -
Current portion of long-term debt - 2,430 2,430
Accounts payable - 4,181 - 4,181
Loan payable - related party - 155,591 (80,000) (2) 75,591
Loan payable - officer - 13,266 - 13,266
-------- --------- --------- --------
Total current liabilities - 190,468 (95,000) 95,468

Long-term debt - 7,018 - 7,018

Common stock 3,500 1,000 (943) (2) (3) 3,557
Additional paid-in capital - - 92,443 (3) 92,443
(Deficit) (3,500) (77,857) 3,500 (77,857)
---------- -------- -------- ---------
Total stockholders' equity - - (76,857) 95,000 18,143
---------- -------- -------- ---------
- 120,629 - 120,629
========== ======== ======== =========

</TABLE>

<PAGE>34

Makepeace Capital Corp. / RC Capital, Inc.
Pro Forma Combined Statement of Operations
Year Ended June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Makepeace RC Capital Adjustments Combined
<S> <C> <C> <C> <C>

Net sales $ - $ 132,365 $ - $ 132,365
Cost of sales - 73,497 - 73,497
--------- --------- ---------- ---------
Gross profit - 58,868 - 58,868

General and administrative - 135,677 - 135,677
Interest (income) - (80) -
(80)
Interest expense - 1,128 - 1,128
-------- --------- ---------- --------
Net income before taxes - (77,857) -
(77,857)
Taxes on income - - - -
-------- --------- ---------- --------
Net income (loss) $ - $ (77,857) $ -
$(77,857)
======== ========= ========== ========

Basic income per share $ - $ - $
(0.02)
======== ========== =========
Weighted average shares 3,500,000 57,500
3,557,500
========= ========== =========
</TABLE>

<PAGE>35

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
RC Capital, Inc.

We have audited the balance sheet of RC Capital, Inc. as of June 30,
1998, and the related statements of operations, changes in stockholders'
equity, and cash flows for the year ended June 30, 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 audit.

In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of RC Capital,
Inc. as of June 30, 1998, and the results of its operations and cash
flows for year ended June 30, 1998, in conformity with generally
accepted accounting principles.

James E. Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
August 14, 1998

<PAGE>36

RC Capital, Inc.
Balance Sheet
June 30, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 57,220
Accounts receivable, related party 9,000
------------
Total current assets 66,220

Property and equipment, at cost, net of
accumulated depreciation of $4,025 17,951

Deposits 35,000
Organization costs, net of amortization of $292 1,458
-----------
$ 120,629
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,430
Notes payable 15,000
Accounts payable 4,181
Loan payable - related party 155,591
Loan payable - officer 13,266
-----------
Total current liabilities 190,468

Long-term debt 7,018

Stockholders' equity:
Common stock, no par value,
50,000 shares authorized,
1,000 shares issued and outstanding 1,000
Accumulated deficit (77,857)
-----------
(76,857)
-----------
$ 120,629
</TABLE?

See accompanying notes to financial statements.

<PAGE>36

RC Capital, Inc.
Statement of Operations
Year Ended June 30, 1998

</TABLE>
<TABLE>
<CAPTION>
1998
<S> <C>

Sales $ 132,365
Cost of sales 73,497
------------
Gross profit 58,868

Other costs and expenses:
General and administrative 135,677
-----------
(Loss) from operations (76,809)

Other income and (expense):
Interest income 80
Interest expense (1,128)
-----------
(1,048)
-----------
(Loss) before income taxes (77,857)
Provision for income taxes -
-----------
Net (loss) $ (77,857
</TABLE>

See accompanying notes to financial statements.

<PAGE>37

RC Capital, Inc.
Statement of Changes in Stockholders' Equity
Year Ended June 30, 1998
<TABLE>
<CAPTION>
Common
Common Stock Stock Accumulated
Shares Amount Subscribed (Deficit) Total
<S> <C> <C> <C> <C> <C>

Balance at inception, July 22, 1997 - $ - $ - $ - $ -

Common stock sold for cash 1,000 1,000 1,000

Net (loss) for the year (77,857) (77,857)
------- ------- ------- -------- --------
Balance, June 30, 1998 1,000 $ 1,000 $ - $(77,857) $(77,857)
</TABLE>

See accompanying notes to financial statements.

<PAGE>39
RC Capital, Inc.
Statements of Cash Flows
Year Ended June 30, 1998
<TABLE>
<CAPTION>
1998
<S> <C>

Net income (loss) $ (77,857)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 4,317
Changes in assets and liabilities:
Increase (decrease) in accounts payable 4,181
----------
Total adjustments 8,498
----------
Net cash (used in)
operating activities (69,359)

Cash flows from investing activities:
Increase in deposits (35,000)
Loan to related party (9,000)
Payment of organization costs (1,750)
Acquisition of plant and equipment (10,870)
----------
Net cash (used in) investing activities (56,620)

Cash flows from financing activities:
Repayment of long-term debt (1,658)
Proceeds from the sale of common stock 1,000
Proceeds from notes payable 15,000
Advances from related party 155,591
Advances from officer 13,266
----------
Net cash provided by
financing activities 183,199
----------
Increase (decrease) in cash 57,220
Cash and cash equivalents,
beginning of period -
----------
Cash and cash equivalents,
end of period $ 57,220
</TABLE>

See accompanying notes to financial statements.

<PAGE>40

RC Capital, Inc.
Statements of Cash Flows
Year Ended June 30, 1998
<TABLE>
<CAPTION>

1998
<S> <C>

Supplemental cash flow information:
Cash paid for interest $ 1,128
Cash paid for income taxes $ -

Non-cash investing and financing activities:
Assets acquired by issuance of long-term debt $ 11,106
</TABLE>

See accompanying notes to financial statements.

<PAGE>41

RC Capital, Inc.
Notes to Financial Statements
June 30, 1998

Note 1. Organization and Summary of Significant Accounting Policies.

The Company was incorporated in Colorado in July 1997. The Company is
engaged in the business of the installation of commercial and residential
window and siding products in the western United States.

Property, Plant and Equipment:
Property, plant and equipment are recorded at cost and are depreciated
based upon estimated useful lives using the straight-line method. Estimated
useful lives range from 3 to 5 years for furniture and fixtures and
equipment.

Revenue Recognition:
Revenue is recognized at the time the product is delivered or the service
is performed.

Intangible Assets:
Intangible assets consist of the costs of organizing the Company and such
costs being amortized using the straight line method over a period of 5
years. Amortization expense amounted to $292 for the year ended June 30,
1998.

The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121, an impairment loss would be recognized
when estimated future cash flows expected to result from the use of the
asset and its eventual disposition is less than its carrying amount. No
such impairment losses have been identified by the Company for the 1997
and 1996 fiscal years.

Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

Advertising costs:
Advertising costs are charged to operations when the advertising first
takes place. Advertising costs charged to operations were $10,432 for the
year ended June 30, 1998.

Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents, accounts and loans receivable, and payables and accruals. The
carrying amounts of these financial instruments approximates fair value
because of their short-term maturities. Financial instruments that
potentially subject the Company to a concentration of credit risk consist
principally of cash and accounts receivable, trade. During the year the
Company did not maintain cash deposits at financial institutions in excess
of the $100,000 limit covered by the Federal Deposit Insurance Corporation.
Although the Company had customers during the year ended June 30, 1998
which accounted for in excess of 10% of the Company's total revenue, such
customers are not expected to utilize the Company's services on an ongoing
basis. The Company does not hold or issue financial instruments for
trading purposes nor does it hold or issue interest rate or leveraged
derivative financial instruments

Note 2. Property, Plant and Equipment.

Property, plant and equipment consists of the following at June 30, 1998:

Office furniture and equipment $ 6,870
Vehicle 15,106
21,976
-----------
Less accumulated depreciation (4,025)
-----------
$ 17,951

Depreciation charged to operations was $4,025 for the year ended June 30,
1998. The vehicles are pledged as collateral for the underlying purchase
financing contract, see Note 4.

<PAGE>42

Note 3. Deposits.

At June 30, 1998 the Company had $30,000 on deposit with its attorney as an
earnest money deposit for a proposed acquisition of a public shell company
known as American/National Trucking, Inc. The shell company has had no
significant activities to date. The deposit is fully refundable to the
Company should the merger not be completed.

Note 4. Stockholders' Equity.

During the year ended June 30, 1998 the Company issued 1,000 shares of its
common stock for cash aggregating $1,000. The stock was issued to an
immediate family member of the Company's president

Note 5. Notes payable and long term debt

During the year ended June 30, 1998, the Company received proceeds of notes
due to two unrelated individuals amounting to $15,000. The
uncollateralized notes have no stated interest rate and are expected to be
repaid currently. The Company expects that these loans will convert to
stockholders' equity in connection with a proposed re-capitalization with
American/National Trucking, Inc., an inactive Texas corporation.

During the year ended June 30, 1998, the Company entered into a vehicle
purchase contract which provides for monthly payments of $306 through
August 2001. The contract bears interest at 14.5% per annum and is secured
by the Company's vehicle. Aggregate amounts due under the contract are
$2,269 in 1999, $3,098 in 2000, $3,320 in 2001 and $600 in 2002.

Note 6. Income taxes

The Company has not provided for income taxes for the year ended June 30,
1998 due to an operating loss.

The Company has a net operating loss carryforward available to offset
future taxable income of approximately $77,000 which expires in the year
2013.

The Company does not anticipate the utilization of the net operating loss
in the near future and has established a valuation allowance for the full
amount of deferred tax asset ($15,000) estimated to arise therefrom. The
reserve amount increased by approximately $15,000 during the year ended
June 30, 1998.

Note 7. Related Party Transactions.

During the year ended June 30, 1998, the Company received gross cash
working capital advances from its president amounting to $41,612 and made
cash repayments of the advances aggregating $37,346. The balance of the
advances at June 30, 1998 amounted to $4,266 and is expected to be repaid
currently without interest.

During the year ended June 30, 1998, the Company received gross cash
working capital advances from an entity controlled by the Company's
president amounting to $155,591. The balance of the advances outstanding
at June 30, 1998 is expected to be repaid currently without interest. The
Company expects that $80,000 of these advances will convert to
stockholders' equity in connection with a proposed re-capitalization with
American/National Trucking, Inc., an inactive Texas corporation.

Additionally, during the year ended June 30, 1998, the Company made a
$9,000 cash advance to an entity controlled by the Company's president.
The balance of the uncollateralized advance is expected to be repaid by the
entity currently without interest.

<PAGE>43
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 24. Indemnification of Officers and Directors.

The By-Laws of the Company provides that a director of the registrant shall
have no personal liability to the Registrant or its stockholders for monetary
damages for breach of a fiduciary duty as a director, except for liability
(a) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (b) for acts and omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, and (c) pursuant to
Texas law for any transaction from which the director derived an improper
personal benefit. Registrant's By-Laws exculpates and indemnifies the
directors, officers, employees, and agents of the registrant from and against
certain liabilities. Further the By-Laws also provides that the Registrant
shall indemnify to the full extent permitted under Texas law any director,
officer employee or agent of Registrant who has served as a director,
officer, employee or agent or the Registrant or, at the Registrant's request,
has served as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

Item 25. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid
by Makepeace Capital Corp. (hereinafter in this Part II referred to as
the "Company") are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees 3,701.45
State Securities Laws (Blue Sky) Fees and Expenses 3,500.00
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Transfer Agent's Fees 1,500.00
Miscellaneous 2,500.00

Total $43,701.45
</TABLE>

Item 26. Recent Sales of Unregistered Securities.

In August, 1998, pursuant to the merger with RC Capital, Inc., the Company
issued 10,000 B Units to Geneva Corace, sole shareholder of RC Capital, Inc.
Each B Unit consisted of One common share and 5 A warrants. This issuance
was made to a sophisticated individual pursuant to an exemption from
registration under Sec. 4(2) of the Securities Act of 1933.

In August, 1998, the Company conducted an offering pursuant to Rule 504 of
the Securities Act of 1933 at an offering price of $2.00 per B Unit.

<TABLE>
<CAPTION>
Name Total Number cash
of B Units Date Issued payment
<S> <C> <C> <C>

Meadow Run Farm, Inc. 50,000 August 28, 1998 $100,000
Arthur H. Bosworth 5,000 August 28, 1998 $10,000
David A. Ledden 2,500 August 28, 1998 $5,000
Richard S. Klingenstein 2,500 August 28, 1998 $5,000
Phillip B. Foster 2,500 August 28, 1998 $5,000
Craddock-Columbine Realty 2,500 August 31, 1998 $5,000
</TABLE>

These sales were made pursuant to an exemption from registration pursuant to
Section 504 of Regulation D. The offering was approved and/or exempted by
the required states and the appropriate Form D was filed with the Securities
and Exchange Commission.

Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Certificate of Incorporation
(3.1) Bylaws
(3.2) Articles of Merger between the Company and RC Capital,
Inc., effective August 28, 1998
(4) Specimen certificate for Common Stock
(4.1) Specimen Warrant certificate

<PAGE>44

(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the Prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Joint Venture Agreement between Samuel C. Cummings and RC
Capital, Inc. dated August 7, 1997
(10.2) Independent Contractor Agreement between Commercial
Exterior, Sam Cummings and U.S. Building Supply, Inc. dated
May 1, 1998
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable

</TABLE>

Item 28. Undertaking.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(I) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the Registration
Statement.

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Delivery of Certificates. The undersigned registrant hereby undertakes
to provide to the Transfer Agent at the closing, certificates in such
denominations and registered in such names as are required by the Transfer
Agent to permit prompt delivery to each purchaser.

(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set forth in
the Company's Articles of Incorporation or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>45
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Denver, State of Colorado on the 1st day of September 1, 1998.

Makepeace Capital Corp.

/s/ W. Ross C. Corace
--------------------------------
By: W. Ross C. Corace , President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.

<TABLE>

Signature Capacity Date
<S> <C> <C>

/s/W. Ross C. Corace Principal Executive Officer September 1, 1998
- ------------------- Principal Financial Officer
W. Ross C. Corace Controller/Director

/s/Samuel C. Cummings Director September 1, 1998
- -------------------
Samuel C Cummings

/s/Robert L. Fedelleck Director September 1, 1998
- -------------------
Robert L. Fedelleck

</TABLE>

<PAGE>46

The State of Texas
Secretary of State
Certificate of Incorporation
Of
American/National Trucking, Inc.
Charter Number 01306098

The undersigned, as Secretary of State of the State of Texas, hereby
certifies that the attached Articles of Incorporation for the above named
Corporation have been received in this office and are found to conform to
law.

Accordingly, the undersigned, as secretary of State and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of
Incorporation.

Issuance of this Certificate of Incorporation does not authorize the use of a
Corporate Name in this state in violation of the rights of another under the
Federal Trademark Act of 1946, the Texas Trademark Law, the assumed business
or professional name act or the common law.

Dated Mar. 18, 1994
Effective Mar. 18, 1994

Audrey Selden
Assistant Secretary of State

<PAGE>47

Articles of Incorporation
Of
American/National Trucking, Inc.

The undersigned natural person of the age of eighteen years or more, acting
as incorporator of a corporation under Texas Corporation Act, as amended,
adopts the following Articles of the incorporation for such corporation.

Article I

Name

The name of the corporation is American/National Trucking, Inc.

Article II

Existence and Duration

The period of duration of this corporation is perpetual.

Article III

Purposes and Powers

The purposes for which this corporation is to engage in the lawful business
for which business may be incorporated pursuant to the Texas Corporations
Act. In furtherance of it's lawful purposes, the corporation shall have and
may exercise all rights, powers and privileges now and hereafter exercisable
by corporations organized under the laws of Texas. In addition, it may do
everything necessary, suitable, convenient or proper for the accomplishment
of any of its corporate purposes.

Article IV

Capital Stock

The amount of authorized capital stock of the corporation is one-hundred-
million (100,000,000) shares of common stock and twenty-million shares of
preferred stock.

The aggregate number of shares of common stock which this corporation shall
have authority to issue shall be one-hundred-million (100,000,000 shares at
par value of one tenth of one-cent ($.001) per share. The common stock of
the corporation that is issued and outstanding shall be entitled to vote
fifty (50%) percent of the shareholder voting rights. Each shareholder of
common stock shall be entitled to one vote for each share of common stock
held.

The aggregate number of shares of preferred stock which this corporation
shall have authority to issue shall be twenty-million (20,000,000) shares at
par value of one tenth of one-cent ($.001) per share. The preferred stock
shall be divided into Series A, Series B, and Series C preferred stock, which
shall have all the same rights and privileges except voting rights as
expressly set fourth below:

A Series A preferred shares which shall consist of ten million shares, shall
have no voting rights.

B Series B preferred shares which shall consist of nine million-nine hundred
and ninety (9,990,000) thousand shares shall have no voting rights.

C Series C preferred shares which shall consist of ten thousand (10,000)
shares, shall be entitled to vote fifty (50%) percent of the stockholder
voting rights. Each holder of preferred stock, Series C, shall be entitled
to one vote for each share of preferred stock, Series C, held.

Authorized stock may be issued from time to time without actin by the
stockholders for such consideration as may be fixed from time to time by the
Board of Directors, and shares so issued, the consideration for which have
been paid or delivered, shall be deemed fully paid stock and the holder of
such shares shall not be liable for any further payment thereon.

The capital stock of this corporation, after the amount of the subscription
price or par value has been paid in, shall not be subject to assessment to
pay debts of the corporation and no paid up stock and no stock issued as
fully paid shall ever be accessible or assessed and the Articles of
Incorporation shall not be amended in this particular.

Article V

Non-Cumulative

Cumulative voting in the election of Directors shall not be permitted.

<PAGE>48

Article VI

Preemptive Rights

Shareholders shall not have preemptive rights to acquire additional unissued
or treasury shares of the corporation or securities convertible into shares
or carrying stock purchase warrants or privileges in the same proportions as
the initial issuance of shares of stock.

Article VII

Initial Office and Agent

The address of this corporation's initial office is 5200 Meadowcreek Drive,
Number 2105, Dallas, Texas 75248 and the name of its initial registered agent
is John K. Anderson.

Article III

Initial Board of Directors

The number of directors constituting the initial Board of Directors of this
corporation is one. The number of directors of this corporation shall be not
less than three; except there need only be as many directors as there are
shareholders in the event that the outstanding shares are, or initially will
be, held of record by fewer than three shareholders. At least one-fourth
(1/4) of the members of the Board of Directors shall be chosen annually by
the shareholders of the corporation. The name and address of the person who
is to serve as director until the first annual meeting of the shareholders or
until his successors are elected and qualified are:

John K. Anderson
5200 Meadowcreek Drive
Number 2105
Dallas, Texas 75248

Article IX

Limitation of Director's Liability

A director of officer of the corporation shall not be liable to the
corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer except for liability that, by express provisions of
Chapter 78 of the Texas Revised Statutes, as amended and in effect of Texas
having similar import and effect, cannot be eliminated.

Article X

Commencement of Business

The corporation shall not commence business until it has been received for
the issuance of shares consideration of the value of one thousand ($1,000),
consisting of money, labor done, or property actually received.

Article XI Incorporator

The name and address of the Incorporate is:

American/National Trucking, Inc.
5200 Meadowcreek Drive
Number 2105
Dallas, Texas 75248

Dated this 18th day of March, 1994

John k. Anderson, Incorporator

STATE OF TEXAS)
)SS.
COUNTY OF COLLIN)

J.L. Davis
Notary Public
520 Central Pkwy E. St. 116
Plano, TX 75074

Expiration Date: 3,9,96

<PAGE>49

AMERICAN/NATIONAL TRUCKING, INC.
(A Texas Corporation)

BYLAWS

Article One: Name and Offices

1.01 Name. The name of the Corporation is American/National Trucking Inc.,
hereinafter referred to as the Corporation.

1.02 Registered Office and Agent. The Corporation shall establish,
designate and maintain a registered office and agent in the State of Texas.
The registered office of the Corporation shall be 5200 Meadowcreek Drive,
Suite 2105, Dallas Texas 75248. The name of the registered agent at such
address is John K. Anderson.

1.03 Change of Registered Office or Agents. The Corporation may change its
registered office or change its registered agent, or both, by following the
procedure set forth in the Texas Business Corporation Act (Title 32, Revised
Civil Statutes). Any such change shall constitute and amendment to these
Bylaws.

1.04 Other Offices. The Corporation may have offices at such places both
within and without the State of Texas as the Board of Directors may from time
to time determine or the business of the Corporation may require.
Article Two: Shareholders

2.01 Place of Meetings. All meetings of the Shareholders for the election
of Directors and for any other purpose may be held at such time and place,
within or without the State of Texas, as stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

Annual Meeting. An annual meeting of the Shareholders for the election of
Directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on the first Monday in January,
beginning in 1995, or such other date as may be selected by the Board of
Directors from time to time. At the meeting, the Shareholders shall elect
Directors and transact such other business as may properly be brought before
the meeting.

2.03 Special Meeting. Special meetings of the Shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these Bylaws, may be called by the President, the
Secretary, the Board of Directors, or the holders of not less than one tenth
of all the shares entitled to vote at the meeting. Business transacted at a
special meeting shall be confined to the subjects stated in the notice of the
meeting.

2.04 Notice. Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more
than sixty days before the date of the meeting, either personally or be mail,
by or at the direction of the person calling the meeting, to each Shareholder
of record entitled to vote at the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to
the Shareholder at his address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid.

2.05 Voting List. At least en days before each meetings of Shareholders a
complete list of the Shareholders entitled to vote at such meeting, arranged
in alphabetical order and setting forth the address of each and the number of
voting shares held by each, shall be prepared by the Officer or agent having
charge of the stock transfer books. Such list, for a period of ten days
prior to such meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any Shareholder at any time
during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting during the whole time thereof, and shall
be subject to the inspection of any Shareholder during the whole time of the
meeting.

2.06 Quorum. The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these Bylaws. If a quorum is
not present or represented at a meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented. At such adjourned
meetings at which a quorum is present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

<PAGE>50

2.07 Majority Vote: Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before such meeting,, unless the question is one upon which, by
express provision of the statutes or of the Articles of Incorporation or of
these Bylaws, a different vote is required in which case such express
provision shall govern and control the decision of such question. The
Shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

2.08 Method of Voting. Each outstanding share, regardless of class, shall e
entitled to one vote on each matter subject to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the shares of
any class or classes are limited or denied by the Articles of Incorporation.
The Board of Directors may, in the future, at their discretion, direct that
voting be cumulative, according to any plan adopted by the Board. At any
meeting of the Shareholders, every Shareholder having the right to vote bay
vote either in person or by proxy executed in writing by the Shareholder or
by his duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in
the proxy. Each proxy shall be revocable unless expressly provided therein
to be irrevocable or unless otherwise made irrevocable by law. Each proxy
shall be filed with the Secretary of the Corporation prior to, or are the
time of, the meeting. Voting for Directors shall be in accordance with
Section 3.06 of these Bylaws. Any vote may be taken viva voce or by show of
hands unless someone entitled to vote objects, in which case written ballots
shall be used. Cumulative voting is not prohibited.

2.09 Record Date: Closing Transfer Books. The Board of Directors may fix
in advance a record date for the purpose of determining Shareholders entitled
to notice of, or to vote at, a meeting of Shareholders, such record date to e
not less than ten nor more than sixty days prior to such meeting; or the
Board of Directors may close the stock transfer books for such purpose for a
period of net less than ten nor more than sixty days prior to such meeting.
In the absence of any action by the Board of Directors, the date upon which
the notice of the meeting is mailed shall be the record date.

2.10 Action Without Meeting. Any action required to be taken at any annual
or special meeting of Shareholders or any action which may be taken at any
annual or special meeting of Shareholder, may be taken without a meeting,
without prior notice, and without a vote, it a consent or consents in
writing, setting forth the action so taken, is signed by the holder or
holders of shares having not less that the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were present and voted.
Such consent or consents shall have the same force and effect as the
requisite vote of the Shareholders at a meeting. The signed consent or
consents, or a copy or copies thereof, shall be placed in the minute book of
the Corporation. Such consents may be signed in multiple counterparts, each
of which shall constitute an original for all purposes, and all of which
together shall constitute the requisite written consent or consents of the
Shareholders, if applicable. A telegram, telex, cablegram, or similar
transaction by a Shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing signed by a Shareholder, shall be regarded
as signed by the Shareholder for purposes of this Section 2.10.

2.11 Order of business at Meetings. The order of business at annual
meetings, and so far as practicable at other meetings of Shareholders, shall
be as follows unless changed by the Board of Directors.:
(a) Call to Order
(b) Proof of due notice of meeting
(c) Determination of quorum and examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.05
(e) Announcement of distribution of annual reports (See Bylaw 8.03)
(f) Reading and disposing of minutes of last meeting of Shareholders
(g) Reports of Officers and committees
(h) Appointment of voting inspectors
(i) Unfinished business
(j) New business
(k) Nomination of Directors
(l) Opening of pools for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment

Article Three: Directors

3.01 Management. The business and affairs of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not, by statute or
by the Articles of Incorporation or by these Bylaws, directed or required to
be exercised or done by the Shareholders.

3.0 Number; Qualification; Election; Term. The Board of Directors shall
consist of not less than one member nor more than five members; provided
however, the Board of Directors in effect as of the date of effectiveness of
these Bylaws consists of one member. A Director need not be a Shareholder or

<PAGE>51

resident of any particular state or country. The Directors shall be elected
at the annual meeting of the Shareholders, except as provided in Bylaw 3.03
and 3.05. Each Director shall hold office until his successor is elected and
qualified. Each person elected as a Director shall be deemed to have
qualified unless he states his refusal to serve shortly after being notified
of his election.

3.03 Change in Number. The number of Directors may be increased or
decreased from time to time by amendment to the Bylaws, but no decrease shall
have the effect of shortening the term of any incumbent Director. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by the Board of Directors for a term of office continuing
only until the next election of one or more Directors by the Shareholders;
provided that the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of
Shareholders.

3.04 Removal. Any Director may be removed either for or without cause at
any special or annual meeting of Shareholders by the affirmative vote of a
majority, in number of shares, of the Shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director
if notice of intention to act upon such matter is given in the notice calling
such meeting.

3.05 Vacancies. Any unfilled directorship position, or any vacancy
occurring in the Board of Directors (by death, resignation, removal or
otherwise), shall be filled by an affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of Directors.
A Director elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office, except that a vacancy occurring due to an
increase in the number of Directors shall be filled in accordance with 3.03
of these Bylaws,

3.06 Election of Directors. Directors shall be elected by majority vote.

3.07 Place of Meeting. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of Texas.

3.08 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without further notice immediately following the
annual meeting of Shareholders, and at the same place unless the Directors
change such time or place by unanimous vote.

3.09 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as determined by the Board of
Directors.

3.10 Special Meetings. Special meetings of the Board of Directors may be
called by the President or by any Director on three days notice to each
Director, given either personally or by mail or by telegram. Except as
otherwise expressly provided by statute, or by the Articles of Incorporation,
or by these Bylaws, neither the business to be transacted at not the purpose
of, any special meeting of the Board of Directors need be specified in a
notice or waiver of notice.

3.11 Majority Vote. At all meetings of the Board of Directors, a majority
of the number of Directors then elected and qualified shall constitute a
quorum for the transaction of business. The act of a majority of the
Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors, except as otherwise specifically provided by
statute or by the Articles of Incorporation or by these Bylaws.
If a quorum is not present at a meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
Each Director who is present at a meeting will be deemed to have assented to
any action taken at such meeting unless his dissent to the action is entered
in the minutes of the meeting, or unless he files his written dissent thereto
with the Secretary of the meeting or forwards such dissent by registered mail
to the Secretary of the Corporation immediately after such meeting.

3.12 Compensation. By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance of each meeting
of the Board of Directors, or a stated salary as Director. No such payment
shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of any executive,
special or standing committees established by the Board of Directors, may, by
resolution of the Board of Directors, be allowed like compensation and
expenses for attending committee meetings.

3.13 Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the
Corporation.

3.14 Interested Directors, Officers and Shareholders
(a) If Paragraph (b) is satisfied, no contract or other transaction between
the Corporation and any of its Directors, Officers or Shareholders (or any
corporation or firm in which any of them are directly or indirectly
interested) shall be invalid solely because of such relationship or because

<PAGE>52

of the presence of such Director, Officer or Shareholder at the meeting
authorizing such contract or transaction, or his participation in such
meeting or authorization.
(b) Paragraph (a) shall apply only if:
(1) The material facts of the relationship or interest of each such
Director, Officer or Shareholder are known or disclosed:
(A) To the Board of Directors and it nevertheless authorizes or ratifies
the contract or transaction by a majority of the Directors present, each such
interested Director to be counted in determining whether a quorum is present
but not in calculating the majority necessary to carry the vote; or
(B) To the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for a quorum and voting purposes; or
(2) The contract or transaction is fair to the Corporation as of the time it
is authorized or ratified by the Board of Directors, a committee of the Board
or the Shareholders.
c) This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision.

3.15 Certain Officers. The President shall be elected from among the
members of the Board of Directors.

3.17 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all
members of the Board of Directors. Such consent shall have the same force
and effect as unanimous vote of the Board of Directors at a meeting. The
signed consent, or a signed copy thereof, shall be placed in the minute book
of the Corporation. Such consents may be signed in multiple counterparts,
each of which shall constitute an original for all purposes, and all which
together shall constitute the unanimous written consent of the Directors.

Article Four: Executive Committee

4.01 Designation. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate an Executive Committee from among its
members.

4.02 Number; Qualification; Term. The Executive Committee shall consist of
one or more Directors. The Executive Committee shall serve at the pleasure
of the Board of Directors.

4.03 Authority. The Executive Committee shall have and may exercise the
authority of the Board of Directors in the management of the business and
affairs of the Corporation except where action of the full Board of Directors
is required by statute or by the Articles of Incorporation, and shall have
power to authorize the seal of the Corporation t be affixed to all papers
which may require it; except that the Executive Committee shall not have
authority to: amend the Articles of Incorporation; approve a plan of merger
or consolidation; recommend to the Shareholders the sale, lease, or exchange
of all or substantially all of the property and assets of the Corporation
other than in the usual and regular course of its business; recommend to the
Shareholders the voluntary dissolution of the Corporation; amend, alter, or
repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation;
fill any vacancy in the Board of Directors or any other corporate committee;
fix the compensation of any member of any corporate committee; alter or
repeal any resolution of the Board of Directors; declare a dividend;
authorized the issuance of shares of the Corporation. Each Director shall be
deemed to have assented to any action of the Executive Committee unless,
within seven days after receiving actual or constructive notice of such
action, he delivers his written dissent thereto to the Secretary of the
Corporation.

4.04 Change in Number. The number of Executive Committee members may be
increased or decreased (but not below one) from time to time by resolution
adopted by a majority of the Board of Directors.

4.05 Removal. Any member of the Executive Committee may be removed by the
Board of Directors by the affirmative vote of a majority of the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby.

4.06 Vacancies. A vacancy occurring in the Executive Committee (by death,
resignation, removal or otherwise) shall be filled by the Board of Directors
in the manner provide for original designation in Section 4.01 above.

4.07 Meetings. Time, place and notice, if any, of Executive Committee
meetings shall be as determined by the Executive Committee.

4.08 Quorum: Majority Vote. At meetings of the Executive Committee, a
majority of the members shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Executive Committee, except
as otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws. If a quorum is not present at a meeting of
the Executive Committee, the members present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum is present.

<PAGE>53

4.09 Compensation. By resolution of the Board of Directors, the members of
the Executive Committee may be paid their expenses, if any, of attendance at
each meeting of the Executive Committee and may be paid a fixed sum for
attendance at each meeting of the Executive Committee or a stated salary as a
member thereof. No such payment shall preclude any member from serving the
Corporation in any other capacity and receiving compensation therefor.

4.10 Procedure. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
minutes of the proceedings of the Executive Committee shall be placed in the
minute book of the Corporation.

4.11 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Executive Committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Executive Committee. Such consent shall have the same force
and effect as a unanimous vote at a meeting. The signed consent, or a signed
copy thereof, shall be placed in the minute book. Such consents may be
signed in multiple counterparts, each of which shall constitute an original
for all purposes, and all of which together shall constitute the unanimous
written consent of the Directors.

4.12 Responsibility. The designation of an Executive Committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

Article Five: Notice

5.01 Method. Whenever by statute or the Articles of Incorporation or these
Bylaws notice is required to be given to any Director or Shareholder and no
provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given:
(a) in writing, by mail, postage prepaid, addressed to such Director or
Shareholder at such address as appears on the books of the Corporation; or
(b) by any other method permitted by law.
Any notice required or permitted to be given by mail shall be deemed to be
given at the time it is deposited in the United States mail.

5.02 Waiver. Whenever, by statute or the Articles of Incorporation or these
Bylaws, notice is required to be given to a Shareholder or Director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent
to the giving of such notice. Attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends
for the express purpose of objecting to the transaction of any business on
the grounds that the meeting is not lawfully called or convened.

5.03 Telephone Meetings. Shareholders, Directors, or members of any
committee, may hold any meeting of such Shareholders, Directors, or committee
by means of conference telephone or similar communications equipment which
permits all persons participating in the meeting to hear each other. Actions
taken at such meeting shall have the same force and effect as a vote at a
meeting in person. The Secretary shall prepare a memorandum of the actions
taken at conference telephone meetings.

Article Six: Officers and Agents

6.01 Number; Qualification; Election; Term
a) The Corporation shall have:
1) A Chairman of the Board (should the Board of Directors so choose to
select), a President, a Vice-President, a Secretary and a Treasurer, and
2) Such other Officers (including one or more vice-presidents, and assistant
Officers and agents) as the Board of Directors authorizes from time to time.
b) No Officer or agent need be a Shareholder, a Director or a resident of
Texas except as provided in Sections 3.15 and 4.02 if these Bylaws.
c) Officers named in Section 6.01(a)(1) above shall be elected by the Board
of Directors on the expiration of an Officer's term or whenever a vacancy
exists. Officers and agents named in Section 6.01 (a)(2) may be elected by
the Board of Directors at any meeting.
d) Unless otherwise specified by the Board at the time of the election or
appointment, or in an employment contract approved by the Board, each
Officer's and agent's term shall end at the first meeting of Directors after
the next annual meeting of Shareholders. He shall serve until the end of his
term or, if earlier, his death, resignation or removal.
e) Any two or more offices may be held by the same person.

6.02 Removal and Resignation. Any Officer or agent elected or appointed by
the Board of Directors may be removed with or without cause by a majority of
the Directors at any regular or special meeting of the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of
Directors. Any Officer may resign at any time by giving written notice to
the Board of Directors or to the President or Secretary.

Any such resignation shall take effect upon receipt of such notice if no
date is specified in the notice, or, if a later date is specified in the
notice, upon such later late; and unless otherwise specified in the notice,
the acceptance of such resignation shall not be necessary to make it

<PAGE>54

effective. The removal of any Officer or agent shall be without prejudice to
the contract rights, if any, of the person so removed. Election or
appointment of an Officer or agent shall not of itself create contract
rights.

6.03 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise)may be filled by the Board of
Directors.

6.04 Authority. Officers shall have full authority to perform all duties in
the management of the Corporation as are provided in these Bylaws or as may
be determined by resolution of the Board of Directors from time to time not
inconsistent with these Bylaws.

6.05 Compensation. The compensation of Officers and agents shall be fixed
from time to time by the Board of Directors.

6.06 Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and shall exercise and
perform such other powers and duties as may be assigned to him by the Board
of Directors or prescribed by the Bylaws.

6.07
Executive Powers. The Chairman of the Board, in any, and the President of
the Corporation respectively, shall, in the order of their seniority, unless
otherwise determined by the Board of Directors or otherwise are positions
held by the same person, have general and active management of the business
and affairs of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect. They shall perform such other duties
and have such other authority and powers as the Board of Directors may from
time to time prescribe. Within this authority and in the course of their
respective duties the Chairman of the Board, if any, and the President of the
Corporation, respectively, shall have the general authority to:
a) Conduct Meetings. Preside at all meetings of the Shareholders and at all
meetings of the Board of Directors, and shall be ex officio members of all
the standing committees, including the Executive Committee, if any.
b) Sign Share Certificates. Sign all certificates of stock of the
Corporation, in conjunction with the Secretary or Assistant Secretary, unless
otherwise ordered by the Board of Directors.
c) Execute Instruments. When authorized by the Board of Directors or
required by law, execute, in the name of the Corporation, deeds, conveyances,
notices, leases, checks, drafts, bills of exchange, warrants, promissory
notes, bonds, debenture, contracts, and other papers and the instruments in
writing , and unless the Board of Directors orders otherwise by resolution,
make such contracts as the ordinary conduct of the Corporation's business
requires.
d) Hire and Discharge Employees. Subject to the approval of the Board of
Directors, appoint and remove, employ and discharge, and prescribe the duties
and fix the compensation of all agents, employees and clerks of the
Corporation other than the duly appointed Officers, agents and employees of
the Corporation.

6.08 vice-presidents. The vice-presidents, if any, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall in
the absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President. They shall perform such
other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the senior Officers of the
Corporation may from time to time delegate.

6.09 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of Shareholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose, and shall perform
like duties for the Executive Committee when required. He shall:
a) give, or cause to be given, notice of all meetings of the Shareholders
and special meetings of the Board of Directors.
b) Keep in safe custody the Seal of the Corporation and, when authorized by
the Board of Directors or the Executive Committee, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary. He
shall be under the supervision of the senior Officers of the Corporation.
c) perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the senior Officers
of the Corporation may from time to time delegate.

6.10 Assistant Secretaries. The Assistant Secretaries, if any, in the order
of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
have such other powers as the Board of Directors may from time to time
prescribe or as the senior Officers of the Corporation may from time to time
delegate.

6.11 Treasurer. The Treasurer shall:
a) have the custody of the corporate funds and securities and shall keep
full and accurate accounts of all income, expense, receipts and disbursement
of the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.
b) disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and

<PAGE>55

c) render to the senior Officers of the Corporation and Directors, at the
regular meeting of the Board, or whenever they may request it, accounts of
all his transactions as Treasurer and of the financial condition of the
Corporation.
If required by the Board of Directors, he shall:
a) give the Corporation a bond in such form, in such sum, and with such
surety or sureties as satisfactory to the Board, for the faithful performance
of the duties of his office and for the restoration to the Corporation, in
case of his death, resignation, retirement or removal from office, of all
books, paper, vouchers, money and other property of whatever kind in is
possession or under his control belonging to the Corporation.
b) perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the senior Officers
of the Corporation may from time to time delegate.

6.12 Assistant Treasurers. The Assistant Treasurers, if any, in the order
of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers as the Board of Directors may from time to time prescribe
or as the senior Officers of the Corporation may from time to time delegate.

Article Seven: Certificate and Transfer Regulations

7.01 Certificates in such form as may be determined by the Board of
Directors shall be delivered, representing all shares to which Shareholders
are entitled. Certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state of the face thereof that the Corporation is organized under the
laws of the State of Texas, the holder's name, the number and class of
shares, the par value of such shares or a statement that such shares are
without par value, and such other matters as may be required by law. They
shall be signed by the President or vice-president and either the Secretary
or Assistant Secretary or such other Officer or Officers as the Board of
Directors designates, and may be sealed with the Seal of the Corporation or a
facsimile thereof. If any certificate is countersigned by a transfer agent,
or an assistant transfer agent, re registered by a registrar (either of which
is other than the Corporation or an employee of the Corporation), the
signature of any such Officer may be a facsimile thereof.

7.02 Issuance of Certificates. Shares both treasury and authorized but
unissued may be issued for such consideration (not less than par value) and
to such persons as the Board of Directors determines from time to time.
Shares may not be issued until the full amount of the consideration, fixed as
provided by law, has been paid. In addition, Shares shall not be issued or
transferred until such additional conditions and documentation as the
Corporation (or its transfer agent, as the case may be) shall reasonably
require, including without limitation, the delivery with the surrender of
such stock certificate or certificates of proper evidence of succession,
assignment or other authority to obtain transfer thereof, as the
circumstances may require, and such legal opinions with reference to the
requested transfer as shall be required by the Corporation (or its transfer
agent) pursuant to the provisions of these Bylaws and applicable law, shall
have been satisfied.

Legends on Certificates

Shares in Classes or Series. If the Corporation is authorized to issue share
of more than one class, the certificates shall set forth, either on the face
or back of the certificate, a full or summary statement of all of the
designations, preferences, limitations and relative rights of the shares of
such class and, if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and
preferences of the shares of each such series so far as the same have been
fixed and determined, and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series. In lieu
of providing such a statement in full on the certificate, a statement on the
face or back of the certificate may provide that the Corporation will furnish
such information to any shareholder without charge upon written request to
the Corporation at its principal place of business or registered office and
that copies of the information are on file in the office of the Secretary of
State.
b) Restriction on Transfer. Any restrictions imposed by the Corporation on
the sale or other disposition of its shares and on the transfer thereof may
be copied at length or in summary form on the face, or so copied on the back
and referred to on the face of each certificate representing shares to which
the restriction applies. The certificate may, however, state on the face or
back that such a restriction exists pursuant to a specified document and that
the Corporation will furnish a copy of the document to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business, or refer to such restriction in any other manner
permitted by law.
c) Preemptive Rights. Any preemptive rights of a Shareholder to acquire
unissued or treasury shares of the Corporation which are or may at any time
be limited or denied by the Articles of Incorporation may be set forth at
length on the face or back of the certificate representing shares subject
thereto. In lieu of providing such a statement in full on the certificate, a
statement on the face or back of the certificate may provide that the
Corporation will furnish such information to any Shareholder without charge
upon written request to the Corporation at its principal place of business

<PAGE>56

and that a copy of such information is on file in the office of the
Secretary of State, or refer to such denial of preemptive rights in any other
manner permitted by law.
d) Unregistered Securities. Any security of the Corporation, including,
among others, any certificate evidencing shares of the Common Stock or
warrants to purchase Common Stock of the Corporation, which is issued to any
person without registration under the Securities Act of 1933, as amended, or
the securities laws of any state, shall not be transferable until the
Corporation has been furnished with a legal opinion of counsel with reference
thereto, satisfactory in form and content to the Corporation and its counsel,
if required by the Corporation, to the effect that such sale, transfer of
pledge does not involve a violation of the Securities Act of 1933, as
amended, or the securities laws of any state having jurisdiction. The
certificate representing the security shall bear substantially the following
legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR
TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE BLUE SKY LAWS. ANY OFFER, SALE OR TRANSFER OF THESE
SECURITIES MAY NOT E MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
CORPORATION.

7.04 Payment of Shares.
a) Kind. The consideration for the issuance of shares shall consist of
money paid, labor done (including services actually performed for the
Corporation) or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment
for shares.
b) Valuation. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of consideration received shall be
conclusive.
c) Effect. When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and nonassessable.
d) Allocation of Consideration. The consideration received for shares shall
be allocated by the Board of Directors, in accordance with law, between
Stated Capital and Capital Surplus accounts.

7.05 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for shares shall be paid in full at such time or in
such installments and at such times as determined by the Board of Directors.
Any call made by the Board of Directors for payment on subscriptions shall be
uniform as to all shares of the same series. In case of default in the
payment on any installment or call when payment is due, the Corporation may
proceed to collect the amount due in the same manner as any debt due to the
Corporation.

7.06 Lien. For any indebtedness of a Shareholder to the Corporation, the
Corporation shall have a first and prior lien on all shares of its stock
owned by him and on all dividends or other distributions declared thereon.

7.07 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if
the registered owner of the certificate:
a) Claim. Submits proof in affidavit form that it has been lost, destroyed
or wrongfully taken; and
b) Timely Request. Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim; and
c) Bond. Gives a bond in such form, and with such surety or sureties, with
fixed for open penalty, if the Corporation so requires, to indemnify the
Corporation (and its transfer agent or registrar, if any) against any claim
that may be made on account of the alleged loss, destruction, or theft of the
certificate; and
d) Other Requirements. Satisfies any other reasonable requirements imposed
by the Corporation.
When a certificate has been lost, apparently destroyed or wrongfully taken,
and the holder of record fails to notify the Corporation within a reasonable
time after he has notice of it, and the Corporation registers a transfer of
the shares represented by the certificate before receiving such notification,
the holder of record shall be precluded from making any claim against the
Corporation for the transfer or for a new certificate.

7.08 Registration of Transfer. The Corporation shall register the transfer
of certificate for shares presented to it for transfer if:
a) Endorsement. The certificate is properly endorsed by the registered
owner or by his duly authorized attorney; and
b) Guaranty and Effectiveness of Signature. If required by the Corporation,
the signature of such person has been guaranteed by a national banking
association or member of the New York Stock Exchange, and reasonable
assurance is given that such endorsements are effective; and
c) Adverse Claims. The Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; and
d) Collection of Taxes. Any applicable law relating to the collection of
taxes has been complied with.

<PAGE>57

7.09 Registered Owner. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the
registered owner or holder of a written proxy from such registered owner as
the person exclusively entitled to vote, to receive notices and otherwise
exercise all the rights and powers of a Shareholder.

7.10 Preemptive Rights. No Shareholder or other person shall have any
preemptive rights of any kind to acquire additional, unissued or treasury
shares of the Corporation, or securities of the Corporation convertible into,
or carrying rights to subscribe to or acquire, shares of any class or series
of the Corporation is capital stock, unless, and to the extent that, such
rights may be expressly granted by appropriate action.
Article Eight: General Provisions

8.01 Dividends and Reserves.
a) Declaration and Payment. Subject to statute and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property or in shares
of the Corporation. The declaration and payment shall be at the discretion
of the Board of Directors.
b) Record Date. The Board of Directors may fix in advance a record date for
the purpose of determining Shareholders entitled to receive payment of any
dividend, such record date to be not more than sixty days prior to the
payment date of such dividend, or the Board of Directors may close the stock
transfer books for such a purpose for a period of not more than sixty days
prior to the payment date of such dividend. In the absence of any action by
the Board of Directors, the date upon which the Board of Directors adopts the
resolution declaring such dividend shall be the record date.
c) Reserves. By resolution, the Board of Directors may create such reserve
or reserves out of the Earned Surplus of the Corporation as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for any other purpose they think beneficial
to the Corporation. The Directors may modify o r abolish any such reserve in
the manner in which it was created.

8.02 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
Shareholders and Board of Directors, and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its Shareholders, giving the names and addresses of
all Shareholders and the number and class of the shares held by each.

8.03 Annual Reports. The Board of Directors shall cause such reports to be
mailed to Shareholders as the Board of Directors deems to be necessary or
desirable from time to time.

8.04 Checks and Notes. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person
or persons as the Board of Directors designates from time to time.

8.05 Fiscal Year. The fiscal year of the Corporation shall be the calendar
year.

8.06 Seal. The Corporation Seal (of which there may be one or more
examples) may contain the name of the Corporation and the name of the state
of incorporation. The Seal may be used by impressing it or reproducing a
facsimile of it, or otherwise. Absence of the Corporation Seal shall not
affect the validity or enforceability or any document or instrument.

8.07 Indemnification.
a) The Corporation shall have the right to indemnify , to purchase indemnity
insurance for, and to pay and advance expenses to, Directors, Officers and
other persons who are eligible for, or entitled to, such indemnification,
payments or advances, in accordance with and subject to the provisions of The
Texas Business Corporation Act and any amendments thereto, to the extent such
indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Corporation to indemnify such
persons shall include, but not be limited to, the authority of the
Corporation to enter into written agreements for indemnification with such
persons.
b) Subject to the provisions of Texas Revised Civil Statues and any
amendments thereto, a Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or omission
in the Director's capacity as a Director, except that this provision does not
eliminate or limit the liability of a Director to the extent the Director is
found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the Director's office; or
4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.

<PAGE>58

8.08 Amendment of Bylaws. These Bylaws may be altered, amended or repealed
at any meeting of the Board of Directors at which a quorum is present by the
affirmative vote of a majority of the Directors present thereat, provided
notice of the proposed alteration, amendment, or repeal is contained in the
notice of such meeting.

8.09 Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural,
and conversely. If any portion of these Bylaws are ever finally determined
to be invalid or inoperative, then, so far as is reasonable and possible:
a) The remainder of these Bylaws shall be valid and operative; and
b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.

8.10 Table of Contents; Headings. The table of contents and headings are
for organization, convenience and clarity. In interpreting these Bylaws,
they shall be subordinated in importance to the other written material.
Signed for Identification,

AMERICAN/NATIONAL TRUCKING, INC.
A Texas Corporation
By: Chairman Of The Board of Directors.

<PAGE>59

ARTICLES OF MERGER

ARTICLES OF MERGER (these "Articles") made and entered into as of the 29th
day of July, 1998 by and between RC Capital, Inc., a Colorado corporation
("RC Capital") and American National Trucking, Inc., a Texas corporation
("American"). These Articles are adopted pursuant to Title 7 of the Colorado
Statutes, 1973, Annotated, as amended and Texas Business Corporation Act, as
amended. All of such laws expressly permit the merger described herein;
subject to and pursuant to all of the terms and conditions as set forth
herein.

ARTICLE I
SURVIVOR CORPORATION

American, a Texas corporation, shall be the survivor corporation.

ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING

On the date of these Articles of Merger, American has authority to issue
100,000,000 shares of Common Stock, $.001 par value, of which 3,500,000
shares are issued and outstanding. American has 20,000,000 preferred shares
in classes A, B, and C, having 10,000,000, 9,990,000 and 10,000 preferred
shares respectively, with 10,000 Class C preferred shares issued and
outstanding. On the date of these Articles of Merger, RC Capital has
authority to issue 50,000,000 shares of Common Stock, no par value (the "RC
Capital Common Stock"), of which 1,000 shares are issued and outstanding.

ARTICLE III
SHAREHOLDER VOTE

On July 28, 1998, shareholders entitled to vote on the action constituting
all of the outstanding shares of RC Capital Common Stock approved the
Agreement and Plan of Merger to merge RC Capital into American, none opposed.
Said number of votes was sufficient for approval by the stockholders. On July
28, 1998, shareholders entitled to vote on the action constituting all of the
outstanding shares of American Common Stock approved the Agreement and Plan
of Merger to merge RC Capital into American, none opposed. Said number of
votes was sufficient for approval by the stockholders.

ARTICLE IV
PLAN OF MERGER

The executed agreement of merger is on file at the principal place of
business of the surviving corporation (American). Said address is 1660 South
Albion, Denver, Colorado 80222. The address of RC Capital is 1660 South
Albion, Denver, Colorado 80222. A copy of the agreement of merger will be
furnished by the surviving corporation to any stockholder of any constituent
corporation.

The terms of the Agreement of Merger are as follows:

(1) Merger. RC Capital shall be merged with and into American, and
American shall survive the merger ("merger"), effective upon the date when
the Merger Agreement is made effective in accordance with applicable laws
(the "Effective Date").

(2) Amendment to Articles of Incorporation. Article I of the Articles of
Incorporation of American shall be amended as to read - "The name of the
corporation is Makepeace Capital Corp."

(3) Governing Documents. The Bylaws of American, in effect on the
Effective Date, shall continue to be the Bylaws of American as the surviving
corporation without change or amendment until further amended in accordance
with the provisions thereof and applicable laws.

(4) Further Assurances. From time to time, as and when required by
American or by its successors and assigns, there shall be executed and
delivered on behalf of RC Capital such deeds and other instruments, and there
shall be taken or caused to be taken by it such further and other action, as
shall be appropriate or necessary in order to vest, perfect or confirm, of
record or otherwise, in American the title to and possession of all the
property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of RC Capital, and otherwise to carry out the
purposes of the Merger Agreement, and the officers and directors of American
are fully authorized in the name and on behalf of RC Capital or otherwise to
take any and all such action and to execute and deliver any and all such
deeds and other instruments.

(5) Stock of RC Capital. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of RC
Capital shall be recalled and canceled and 10,000 restricted American B Units
shall be issued in proportion to their ownership percentage. Each B Unit
shall consist of One Common Share and One A Warrant to purchase a Common
Share of American at the exercise price of $5.00. The registered owner on the
books and records of RC Capital or its transfer agents of any outstanding

<PAGE>60

certificate shall, until such certificate shall have been surrendered for
transfer or otherwise accounted for to American or its transfer agents, have
and be entitled to exercise any voting and other rights with respect to and
to receive any dividend and other distributions upon the shares of American
Common Stock evidenced by such outstanding certificate as above provided.

(6) Book Entries. As of the Effective Date, entries shall be made upon
the books of American in accordance with the following.

(a) The assets and liabilities of RC Capital shall be recorded
at the amounts at which they were carried on the books of RC Capital
immediately prior to the Effective Date, with appropriate adjustments to
reflect the retirement of the 1,000 Common of RC Capital presently issued and
outstanding.

(b) There shall be credited to the common stock account of
American the aggregate amount of the stated value of all shares of American
Common Stock resulting from the conversion of the outstanding RC Capital
Common Stock pursuant to the merger.

(c) There shall be credited to the retained earnings account of
American the aggregate of the amount carried in the retained earnings account
of RC Capital immediately prior to the Effective Date.

(8) Access to Documentation. Prior to the merger, American and RC
Capital shall provide each other full access to their books and records, and
shall furnish financial and operating data and such other information with
respect to their business and assets as may reasonably be requested from time
to time. If the proposed transaction is not consummated, all parties shall
keep confidential any information (unless ascertainable from public filings
or published information) obtained concerning each others operations, assets
and business.

(9) Merger Expenses. RC Capital shall pay the legal, accounting and any
other expenses reasonably incurred in connection with this Agreement and the
transactions contemplated hereby. Said expenses shall not exceed $3,000.
American agrees to provide an itemized list of all expenses incurred in
connection with the Merger Agreement and the transactions contemplated
hereby.

(10) Abandonment. At any time before the effective Date, the Agreement
and Plan of Reorganization and the Agreement of Merger may be terminated and
the Merger may be abandoned by the Board of Directors of either American or
RC Capital or both, notwithstanding approval of the Merger Agreement by the
shareholders of American or the shareholders of RC Capital or both.

IN WITNESS WHEREOF, these Articles of Merger, having first been duly approved
by resolution of the Boards of Directors of American and RC Capital and their
respective shareholders, is hereby executed on behalf of each of said two
corporations by their respective officers thereunto duly authorized.

RC Capital, Inc. ATTEST:
A Colorado corporation

President Secretary

American National Trucking, Inc. ATTEST:
A Texas corporation

President Secretary

State of )
)ss.
County of )

On the day of July, 1998 personally appeared before me the
President of RC Capital, Inc. a Colorado corporation, the signer of the above
instrument who duly acknowledged to me that he executed the same on behalf of
said corporation pursuant to duly adopted director's resolutions.

NOTARY PUBLIC

Address

<PAGE>61

My Commission Expires:

SEAL

State of )
)ss.
County of )

On the day of July, 1998, personally appeared before me
the Secretary of RC Capital, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

NOTARY PUBLIC

Address

My Commission Expires:

SEAL

State of )
)ss.
County of )

On the day of July, 1998, personally appeared before me the
President of American National Trucking, Inc., a Texas corporation, the
signer of the above instrument who duly acknowledged to me that he executed
the same on behalf of said corporation pursuant to duly adopted director's
resolutions.

NOTARY PUBLIC

Address

My Commission Expires:

SEAL

State of )
)ss.
County of )

On the day of July, 1998, personally appeared before me the Secretary of
American National Trucking, Inc., a Texas corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

NOTARY PUBLIC

Address

My Commission Expires:

SEAL

<PAGE>62

VERIFICATION

The undersigned, after being duly sworn, does hereby depose and state, that
he is the Secretary of American National Trucking, Inc., a Texas corporation,
and that he has read the foregoing Articles of Merger and knows the contents
thereof, and does hereby certify that these Articles of Merger contain a
truthful statement of the Agreement and Plan of Merger as duly adopted by the
Board of Directors.

Secretary

State of )
)ss.
County of )

On the day of July, 19968, personally appeared before me the
Secretary of American National Trucking, Inc., a Texas corporation, the
signer of the above instrument who duly acknowledged to me that he executed
the same on behalf of said corporation pursuant to duly adopted director's
resolutions.

NOTARY PUBLIC

Address

My Commission Expires:

SEAL

<PAGE>63

VERIFICATION

The undersigned, after being duly sworn, does hereby depose and state, that
he is the Secretary of RC Capital, Inc., a Colorado corporation, and that he
has read the foregoing Articles of Merger and knows the contents thereof, and
does hereby certify that these Articles of Merger contain a truthful
statement of the Agreement and Plan of Merger as duly adopted by the Board of
Directors by a majority of the stockholders of the corporation.

Secretary

State of )
)ss.
County of )

On the day of July, 1998, personally appeared before me the
Secretary of RC Capital, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

NOTARY PUBLIC

Address

My Commission Expires:

SEAL

<PAGE>64

SEE REVERSE SIDE FOR STATEMENT OF RESTRICTIONS

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER 1 SHARES

MAKEPEACE CAPITAL CORP.

AUTHORIZED: 100,000,000 SHARES OF COMMON STOCK

COMMON STOCK

This Certifies that is the registered holder of
( ) Shares transferable only on the books of the Corporation by
the holder hereof in person or by attorney upon surrender of this Certificate
properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 4th day of February A.D. 1997.

, SECRETARY SEAL , PRESIDENT

<PAGE>65

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, NOR ANY OTHER SECURITIES ACT, BY ACCEPTING THE
WARRANTS EVIDENCED BY THIS CERTIFICATE ALL SHARES OF STOCK ARE ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF ANY EFFECTIVE REGISTRATION UNDER APPLICABLE SECURITIES LAWS AND ACTS OR AN
EXEMPTION THEREOF. BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE THE SHAREHOLDER HEREOF AGREES TO BE BOUND BY THE RESTRICTIONS
IMPOSED BY LAW.

A
WARRANT
For the Purchase of Common Stock, Par Value $0.001 per Share, of
MAKEPEACE CAPITAL CORP.
(Incorporated Under the Laws of the State of Texas)

Void after 5:00 P.M.
Warrant to Purchase No. Shares

THIS IS TO CERTIFY that, for value received,
("Underwriter") or registered assigns, is entitled, subject to the terms and
conditions hereinafter set forth, at any time prior to 5:00 P.M., pacific
time, on a date four years from the effective date of a registration
statement filed with the Securities and Exchange Commission, but not
thereafter, to purchase the number of shares set forth above ("Shares") of
common stock, par value $.001 per share at time Warrant was granted of
Makepeace Capital Corp., a Texas corporation ("Company" or "Corporation"),
from the Company upon payment to the Company of $5.00 per share ("Purchase
Price") if and to the extent this Warrant is exercised, in whole or in part,
during, the Period this Warrant remains in force and to receive a certificate
or certificates represented ( the Shares so purchased, upon presentation and
surrender to the Company of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the Purchase
price of each Share purchased. This "A" Warrant is one of a class of
warrants ("Warrants") initially exercisable for the purchase of a total of
1,975,000 shares of Common Stock of the Company.

ARTICLE I
TERMS OF THE WARRANT

Section 1.01. Subject to the provisions of this agreement, this Warrant may
be exercised at any time after 9:00 A.M., pacific. on the effective date of a
registration statement covering the underlying common shares ("Exercise
Commencement Date"), but no later than 5:00 P.M., pacific time, four years
after said effective date ("Expiration Time"). If this Warrant is not
exercised on or before the Expiration Time it shall become void, and all
rights hereunder shall thereupon cease.

Section 1.02. (1) The holder of this Warrant ("Holder") may exercise this
Warrant, in whole or in part, upon surrender of this Warrant with the form of
exercise attached hereto as Exhibit "A" duly executed., to the Company at its
office in Denver, Colorado, together with the full Purchase Price of $5.00
for each Share to be purchased in lawful money of the United States, or by
certified check, bank draft or postal or, express money order payable in
United States dollars to the order of the Company, and upon compliance with
sold subject to the conditions set forth herein.

(2) Upon receipt of this Warrant with the Exhibit "A" form of exercise duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Warrant is then being exercised, the Company shall
cause to be issued certificates for the total number of whole Shares for
which this Warrant is being exercised in such denominations as are required
for delivery to the Holder, and the Company shall thereupon deliver such
certificates to the Holder or its nominee.

(3) In case the Holder shall exercise this Warrant with respect to less than
all of the Shares that may be purchased under this Warrant, the Company shall
execute a new Warrant for the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new Warrant to the Holder.

(4) The Company, covenants and agrees that it will pay when due and payable
any and all of the Company's taxes which may be payable in respect of the
issue of this Warrant, or the issue of any Shares upon the exercise of this
Warrant. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issuance or
delivery of this Warrant or of the Shares in a name other than that of the
Holder at the time of surrender, and until the payment of such tax the
Company shall not be required to issue such Shares.

Section 1.03. Prior to due presentment for registration of transfer of this
Warrant, the Company may deem and treat the Holder as the absolute owner of
this Warrant (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes,
and the Company shall not be affected by any notice to the contrary.

<PAGE>66

Section 1.04. Except per Article II, this Warrant may not be sold,
hypothecated, exercised, assigned or transferred, except to individuals who
are of officers of the Company per Article II or any successor to its
business or pursuant to the laws of descent and distribution, and thereafter
and until its expiration shall be assignable and transferable in accordance
with and subject to the Securities Act of 1933 and all other Federal and
State securities laws.

Section 1.05. Nothing contained in this Warrant shall be construed as
conferring upon the Holder the right to vote or to consent or to receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever
as a stockholder of the Company.

Section 1.06. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall, on such reasonable terms as to indemnity or otherwise as it
may impose (which shall, in the case of a mutilated Warrant, include the
surrender thereto, issue a new Warrant of like denomination and tenor as, and
in substitution for, this Warrant, which shall thereupon become void. Any
such new Warrant shall constitute an additional contractual obligation of the
Company.

Section 1.07, (1) The Company covenants and agrees that at all times it shall
reserve and keep available for the exercise hereof sufficient authorized
Shares to permit the exercise in full of this Warrant.

(2) Prior to the issuance of any Shares upon exercise of this Warrant, the
Company may but is not required to secure the listing of such Shares upon any
securities exchange or automated quotation system upon which the shares of
the Company's Common Stock are listed for trading.
(3) The Company covenants that all Shares when issued upon the exercise of
this Warrant will be validly issued, fully paid, and non-assessable.

ARTICLE II
COMPANY'S RIGHT TO CALL WARRANT

Section 2.01. (1) By resolution of its Board of Directors, the Corporation
may call this warrant at any time and from time to time on or after the
effective date of a registration statement covering the underlying common
shares, in whole or in part, by paying to the registered owner or owners
hereof the sum of $.001 per share.

(2) The Corporation shall give notice of its election to call this Warrant
by mailing a copy of such notice, postage prepaid, to the registered owner or
owners hereof, not less than 30 or more than 90 days prior to the date
designated as the date for the call, addressed to their respective addresses
appearing on the books of the Corporation. Failure to give notice, or any
defect in a notice or in the mailing thereof, will not affect the validity of
the call.

(3) If only a portion of the warrants of the same tenor as this Warrant then
outstanding is to be called at a given time, the Corporation shall select the
warrants to be called in whatever manner the Board of Directors of the
Corporation determines. Subject to the provisions and limitations contained
herein, the Board of Directors shall have full power and authority to
prescribe the manner in which and the terms and conditions upon which this
Warrant shall from time to time be callable.

(4) On and after the date of call specified in the notice, the owner or
owners of this Warrant shall be entitled to receive the call price of $.001
per share, upon presentation and surrender of this Warrant at the place
designated in the notice. If called the registered owners agree to execute
all documents required by the Corporation to transfer the warrants to the
Corporation.

(5) From and after the date of call specified in the notice (unless the
Corporation defaults in providing money for the payment of the call price),
all rights of the holder or holders hereof as a warrant holder in the
Corporation shall cease, except for the right to receive the call price
hereof without interest and this Warrant shall be available for sale,
transfer and/or issuance of stock by the Company.

ARTICLE III
REGISTRATION UNDER THE SECURITIES ACT OF 1933

Section 3.01. This Warrant and the Shares of Common Stock issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933, nor any other securities act. Upon exercise, in part or in whole, of
this Warrant, the Shares shall bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, NOR ANY OTHER SECURITIES ACT. BY ACCEPTING THE
WARRANTS EVIDENCED BY THIS CERTIFICATE ALL SHARES OF STOCK ARE ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION UNDER APPLICABLE SECURITIES LAWS AND ACTS OR AN
EXEMPTION THEREFROM. BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE, THE SHAREHOLDER HEREOF AGREES TO BE BOUND BY THE RESTRICTIONS
IMPOSED BY LAW.

<PAGE>67

ARTICLE IV
OTHER MATTERS

Section 4.01. All the covenants and provisions of this Warrant by or for the
benefit of the Company shall bind and inure to the benefit of its successors
and assigns hereunder.

Section 4.02. The validity, interpretation and performance of this Warrant
shall be governed by the laws of the State of Washington.

Section 4.03. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, until another address is designated in writing by the
Company, as follows:

Makepeace Capital Corp.
1660 South Albion Street, #723
Denver, Colorado 80222

Notices to the Holder provided for in this Warrant shall be deemed given or
made by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of the Company.

Section 4.04. Nothing in this Warrant expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other the Company and
the Holder any right, remedy or claim under promise or agreement hereof, and
all covenants, conditions, stipulations, promises and agreements combined in
this Warrant shall be for the sole and exclusive benefit of the Company and
its successors and of the Holder, its successors and, if permitted, its
assignees.

Section 4.05. The Article headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under
its corporate seal as of the _______ day of ___________, ______.

MAKEPEACE CAPITAL CORP.

By: By:
Secretary President

EXHIBIT "A"

The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _____ shares of Common Stock of Makepeace Capital, Inc., pursuant
to the "A" warrant to which this Exhibit is attached, (2) encloses payment of
for these shares at a price of $5.00 per share; and (3) requests that a
certificate for the shares be issued in the name of the undersigned and
delivered to the undersigned at the address specified below.

Dated this day of _______________, _____

_________________________

ADDRESS:

___________________________

Signature Guaranteed by:

____________________________

<PAGE>68

MAKEPEACE CAPITAL CORP.

ASSIGNMENT

(To be executed by the registered holder to effect a transfer of the
Foregoing Warrant to the Company)

FOR VALUE RECEIVED,
-----------------------------------

hereby sells, assigns and transfers unto the within Warrant and all of the
rights represented thereby, and does hereby irrevocably constitute and
appoint Attorney, to transfer said Warrant on the books of the
Company, with full power of substitution.

Dated: ________________________
Signature of Holder
Signature guaranteed:

__________________________

<PAGE>69
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902

September 1, 1998

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF MAKEPEACE CAPITAL CORP.

I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2. I hereby
consent to the inclusion and reference to my name in the
Registration Statement on Form SB-2 for Makepeace Capital Corp.

It is my opinion that the securities of Makepeace Capital Corp. and those
which are registered with the Securities and Exchange Commission pursuant to
Form SB-2 Registration Statement of Makepeace Capital Corp. have been legally
issued and will be, when sold, legally issued, fully paid and non-assessable.

Yours very truly,

/s/ Jody M. Walker
---------------------
Jody M. Walker

<PAGE>70

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into this
7th day of August, 1997, by and between Samuel C. Cummings ("Cummings"),
whose principal place of business is 2260 S. Xanadu Way, Suite 275 Aurora, CO
80014, and R C Capital ("Capital"), whose principal place of business is at
1660 S. Albion St. Denver, CO 80222.

WHEREAS, Cummings has demonstrated skills in the home improvement business
and the application of siding; and

WHEREAS, Capital deems it to be in its best interest to hire Cummings to
render to Capital acquired skills, and

WHEREAS, Cummings is ready, willing and able to render such services to
Capital as hereinafter described on the terms and conditions more fully set
forth below.

NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.

Services, Capital hereby contracts for the services of Cummings and Cummings
hereby accepts and agrees to render services. Cummings shall render to
Capital such services as set forth in Exhibit A, attached hereto and by
reference incorporated herein.

It is acknowledged and agreed by Capital that Cummings carries no
professional licenses, other than any that may be listed on Exhibit A, and is
not rendering legal advice or performing accounting services, nor acting as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities.

Time, Place and Manner of Performance. Cummings shall be available to the
officers and directors of Capital at all times during normal working hours.

Term of Agreement. The term of this Agreement shall be Perpetual, commencing
on the date of this Agreement, but subject to prior termination as
hereinafter provided.

Compensation. In full consideration of the services to be provide for
Capital by Cummings, as fully set forth in Exhibit A, upon execution of this
Agreement, Capital agrees to compensate Cummings in the manner set forth on
Exhibit B.

Termination.

(a). Cummings' relationship with Capital hereunder may be terminated at any
time by mutual written agreement of the parties hereto.
(b). This Agreement shall terminate upon Capital's dissolution, bankruptcy,
insolvency, inability to meet its current financial obligations.
(c). This Agreement may be terminated by either party upon giving written
notice to the other party if the other party is in default hereunder and such
default in not cured within fifteen (15) days of written notice of such
default.

Work Product. It is agreed that all information and materials produced for
Capital shall be the property of Capital, free and clear of all claims
thereto by Cummings and Capital shall retain claim of authorship therein.

Confidentiality. Cummings recognizes and acknowledges that it has and will
have access to certain confidential information of Capital and its
affiliates. Cummings will not, during or after the term of this Agreement,
disclose, without the prior written consent or authorization of Capital, any
of such information to any person for any reason or purpose whatsoever. In
this regard, Capital agrees that such authorization or consent to disclosure
may be conditioned upon the disclosure being made pursuant to a secrecy
agreement, protective order, provision of statue, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.

Return of Capital upon Termination. Cummings agrees to the return of all
paid in capital upon termination and will not compete with capital after
Cummings has terminated under Article 5 hereunder until arrangements for the
return of all paid-in capital have been made to Capital's satisfaction.

Disclaimer of Responsibility for Acts of Capital. All final decisions with
respect to acts and omissions of Capital or any affiliates and subsidiaries,
shall be those of Capital or such affiliates and subsidiaries, and Cummings
shall under no circumstances be liable for any expense incurred or loss
suffered by Capital as a consequence of such acts or omissions.

Notices. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail to the principal office of each party.

<PAGE>71

Waiver of Breach. Any waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.

Assignment. This agreement and t he rights and obligations of Cummings
hereunder shall not be assignable without the written consent of Capital

Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Colorado. The negotiation,
execution, delivery, consummation hereof, and the performance of and
consideration for this Agreement shall be deemed to have taken place in
Denver County, Colorado. Any suit, dispute, litigation, action, claim,
and/or proceeding in connection herewith, the subject matter hereof or
between the parties hereto, will be brought, prosecuted and resolved solely
and exclusively in the courts of the State of Colorado for Denver County or
the United States District Court sitting in Denver County, Colorado. Each
party hereto hereby consents to the personal jurisdiction of the State of
Colorado for all actions, disputes, litigation, claims, suits, and/or
proceedings arising out of this Agreement or the subject matter hereof,
whether based on tort, contract, warranty, misrepresentation, fraud, or
otherwise, in any way related hereto or arising herefrom including, but not
limited to, the termination hereof.

Severability. All agreements and covenants contained herein are severable,
and in the event of any of them shall be held to be invalid by any competent
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.

Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties.

Waiver and Modification. Any waiver, alteration modification of any of the
provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to
any subsequent occurrences of transactions hereunder.

Attorney's Fees and Costs. In the event of any dispute arising out of the
subject matter of this Agreement, the prevailing party shall recover, n
addition to any damages assessed, its attorneys' fees and court costs
incurred in litigating or otherwise settling or resolving such dispute. In
construing this Agreement, none of the parties hereto shall have any term or
provision construed against such party solely by reason of such party having
drafted the same.

Liquidated Damages. Capital and Cummings hereby acknowledge and agree that
any default hereunder by Capital will cause damage to Cummings in an amount
difficult to ascertain. Accordingly, Capital agrees that, upon a default of
this Agreement by Capital, Cummings shall retain all compensation provided
for under Section 5 as liquidated damages, as Cummings' sole legal and
equitable remedy.

Counterparts and Facsimile Signatures. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.

By: Samuel C. Cummings

RC CAPITAL, INC.

By: W. Ross C. Corace, President

Exhibit B

Capital agrees to invest a minimum of $25,000.00 in commercial Exterior
Consultants, in consideration of duties performed in Exhibit A by Sam
Cummings. Said investment of $35,000.00 plus any additional investment
entitles Capital to 50% of profits of Commercial Exterior Consultants
Excluding Cummings salary. Any capital contributed in excess of $25,000.00
is to be paid back before distribution of profits.

<PAGE>72

INDEPENDENT CONTRACTOR AGREEMENT

This independent contractor Agreement ("Agreement") is made effective this
May 1st, 1998, by and between commercial Exterior consultants, Sam Cummings,
("Consultant")and U.S. Building Supply, inc. a Colorado Corporation
("Company").

Now, therefore, consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts engagement, to
exclusively provide to Company the following services: To aid and assist
the company in the bidding and procurement of the sale of building
materials, windows and related products, to contractors, builders &
remodelers. Specifically, but not limited too, large building projects.

2. Term
Consultant shall provide exclusive services to Company pursuant to this
Agreement for a term commencing on May 1, 1997 and ending on May 1, 1999.
Company shall have the rights to extend the terms for an additional 1 year
if mutually agreed to by both parties.

3. Place of Work
Consultant shall render services primarily at Consultant's offices, but
will, upon request, provide the services at Company offices or such other
places as reasonably requested by Company as appropriate for the performance
of particular services.

4. Time
Consultant's daily schedule and hours worked under this Agreement on a given
day shall generally by subject to Consultant's discretion, provided that the
Consultant and Company anticipate that Consultant shall work on average
twenty (20) hours per week hours per week in the performance of services
pursuant to this Agreement. Company relies upon Consultant to devote
sufficient time as is reasonably necessary to fulfill the spirit and purpose
of this Agreement. Consultant will provide quarterly business plans to
company relating to upcoming and pending projects.

5. Payment
Company shall pay Consultant $4,000.00 as a retainer upon the sighing of
this agreement and 5% of any and all collected gross sales that maintain a
minimum of 15% gross profits or more. Consultant will be charged back for
any gross sales not collected by the Company in a reasonable amount of time.
Consultant will be paid only on accounts that he/she is responsible for.
And for services performed pursuant to this Agreement. Payment shall be
made monthly. Consultant shall bear all of Consultant's expenses incurred
in the performance of this Agreement.

6. Covenant Not to Complete.
During the term of this Agreement, consultant shall not directly or
indirectly, either for his own account, or as a partner, shareholder,
officer, director, employee, agent of otherwise: own, manage, operate,
control, be employed by, participate in, consult with, perform services for,
or otherwise be connected with any business the as or similar to the
business conducted by Company. In the event any of the provisions of this
Section 6 are determined to be invalid by reason of their scope or duration,
this Section 6 shall be deemed modified to the extent required to cure the
invalidity. In the event of a breach, or a breach, or a threatened breach,
of this Section 6, Company shall be entitled to obtain an injunction
restraining the commitments or continuance of the breach, as well as any
other legal or equitable remedies permitted by law.

7. Confidentiality.
During the term of this Agreement, and thereafter for a period of two (2)
Years, Consultant shall not, without the prior written consent of Company,
disclose to anyone any Confidential Information. "Confidential Information"
for the purposes of this Agreement shall include the Company, proprietary
and confidential information such as, but not limited to, customers lists,
business plans, marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes.
Confidential Information shall not include any information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.

8. Termination
A. This Agreement may be terminated by Company as follows:

i. If Consultant is unable to provide the consulting services by reason of
temporary or permanent illness, disability, incapacity or death.
ii. Breach of default of any obligation of Consultant pursuant to Section 1
Engagement, Section 6, Covenant Not to Compete, or Section 7,
Confidentiality, of this Agreement.

<PAGE>73

iii. Breach or default by Consultant of any other material obligation in
this
Agreement, which breach or default is not cured within five (5) days of
written notice from Company.
iv. Sales volume does not justify Consultant's monthly draw.

B. Consultant by terminate this Agreement as follows:

i. Breach or default of any material obligation of Company, which breach or
default is not cured within five (5) days of written notice from Consultant.
ii. If company files protection under the federal bankruptcy laws, or any
bankruptcy petition or petition for receiver is commenced by a third party
against Company, any of the foregoing of which remains undismissed for a
period of sixty (60) days.

9. Independent Contractor.
Consultant is and throughout this Agreement shall be a independent
contractor and not an employee, partner or agent of Company. Consultant
shall not be entitled to nor receive any benefit normally provided to Company
employees such as, but not limited to, vacation payment, retirement,
health care or sick pay. Company shall not be responsible for withholding
income or other taxes from the payments made to Consultant. Consultant
shall be solely responsible for filing all returns and paying any income,
social security or other tax levied upon or determined with respect to the
payments made to Consultant pursuant to this Agreement.

10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer
equipment, software, paper, tool or supplies necessary or appropriate for
the performance of Consultant's services hereunder.

11. Controlling Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado.

12. Headings.
The headings in this Agreement are inserted for convenience only and shall
not be used to define, limit or describe the scope of this Agreement or any
of the obligations herein.

13. Final Agreement.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreement between the parties, whether
written or oral. This Agreement may be amended, supplemented or changed
only by an agreement in writing signed by both of the parties.

14. Notices.

Any notice required to be given or otherwise given pursuant to this
Agreement shall be in writing and shall be hand delivered, mailed by
certified mail, return receipt requested or sent by recognized overnight
courier service as follows:

If to Consultant:

Commercial Exterior Consultants
15301 E 1st Ave.
Aurora, CO

If to Company:

U.S. Building Supply, inc.
4391 York Street
Denver, CO 80216

15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of
the date first above written.

<PAGE>74

INDEPENDENT AUDITOR'S CONSENT

We do hereby consent to the use of our report dated July 23, 1998 on the
financial statements of American/National Trucking, Inc. and our report dated
August 14, 1998 on the financial statements of RC Capital, Inc. included in
and made part of the registration statement of Makepeace Capital Corp. dated
August 31, 1998.

September 1, 1998

/s/ James E. Scheifley & Associates, P.C.
Certified Public Accountant

<ARTICLE> 5

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<PERIOD-END> JUN-30-1998
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