INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC, SB-2, 1999-05-21

INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC
SB-2, 1999-05-21

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

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
(Exact name of registrant as specified in its charter)

TEXAS 6159
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)

75-2784245
( Employer Identification Number)

P. O., BOX 15155, FORT WORTH, TX 76119 (817) 534-7305
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices

BONIFACE SULEMAN ODIODIO
P. O., BOX 15155, FORT WORTH, TX 76119 (817) 534-7305
(Name, address, including zip code, tend telephone number, including area code,
of agent for service)

JUNE 1ST 1999
________________________________________________________________
(Approximate date of commencement of proposed sale to the public)

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, Please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, Please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, Please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE

Title of Each Class Amount Offering Proposed Maximum
of Securities to to be Price Aggregate Amount of
be Registered Registered Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
Corporate Bond Series 1 5,000 $1,000.00 $ 5,000,000.00 $ 1,475.00
</TABLE>

<PAGE>
INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
-----------------------------------------------
$5,000,000.00
-------------
5000 UNITS AT $1,000.00 PER UNIT
--------------------------------
CORPORATE BOND SERIES 1, FLOATING RATE NOTES 1999-2024
-------------------------------------------------------

THIS SECURITIES OFFERING has been registered with the SECURITIES AND EXCHANGE
COMMISSION (SEC) of the United States of America in compliance with rules and
regulation of the SECURITIES AND EXCHANGE COMMISSION (SEC) and its amendments
and regulations. Accordingly, the Company may be obligated to provide
additional information, which information will be available for public
examination at the offices of the SECURITIES AND EXCHANGE COMMISSION (SEC).
This offering may at some future date be registered in other jurisdictions but,
as of the date of this prospectus, it has only been registered in United
States only .

Registration of this securities offering does not imply that it has been
approved or disapproved by the SECURITIES AND EXCHANGE COMMISSION or any of
its agencies or any state Securities Commission . Bond purchasers must rely on
the information contained in this prospectus and on file with the SECURITIES
AND EXCHANGE COMMISSION, as well as any independent review undertaken by said
purchasers. Any representation to the contrary is a criminal offense.

These prospectus is not an offer to sell the securities and it is not soliciting
an offer to buy the securities in any state where offer or sales are not
permitted and are not offered for sale to any purchaser if such offer or sale
would be unlawful or would violate any securities laws or regulations

These securities are offered hereby to the public for cash only, the offering
price has been arbitrarily established by the company and has no relation to
the company's book value or any other recognized criteria of value. See "RISK
-----
FACTOR" PAGE 4
- ----------------

These Securities are offered on a "best efforts 32.5% minimum basis by the
company at 4.5% commission to the Sponsor and the Company has agreed to
indemnify the Sponsor against certain liabilities, including liabilities under
the Securities Act of 1933, as amended ( the "Act) see "The Sponsor" page 12
this prospectus and " Plan of distributions" page 11 of this prospectus

THESE SECURITIES INVOLVE A DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD TO HOLD THE SECURITIES
OVER THE DURATION OF THE SECURITIES SEE "RISK FACTORS"
--------------

[ Date of this prospectus is MAY 1ST 1999 ]

2
<PAGE>
PART I REQUIRED IN PROSPECTUS

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
OFFERING SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
DETERMINATION OF OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DILUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SELLING SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DIRECTORS, EXECUTIVES OFFICERS, PROMOTER AND CONTROL PERSON . . . . . . . . . . . . . . . . . . . . . 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT . . . . . . . . . . . . . . . . . . . 12
DESCRIPTION OF SECURITIES 13
AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INTEREST OF NAME EXPERTS AND COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ORGANIZATION WITHIN LAST FIVE YEARS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . 16
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
CERTAIN RELATIONSHIP AND RELATED TRANSACTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
MARKET FOR SECURITIES AND RELATED SECURITIES MATTER . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
FINANCIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
CHANGES IN FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
AUDITOR'S REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SUPPLEMENTAL EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SUBSCRIPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Other Expenses Inssuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Exhibites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
EXHIBIT 1. Underwriting Agreement see Exhibit D. . . . . . . . . . . . . . . . . . . . . . . . 32
EXHIBIT 2. Plan of acquisition, reorganization, arrangement, liquidation or succession . . . . . . 32
EXHIBIT 3. Instrument defining the rights of security holders . . . . . . . . . . . . . . . . . . 33
EXHIBIT 4. Opinion re legality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
EXHIBIT 5. Opinion re tax matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBIT 6. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
EXHIBIT 7. Consent of experts and counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
EXHIBIT 8. Power of attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
EXHIBIT 9. Statement of eligibility of trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 37
EXHIBIT 10. Invitation for competitive bids. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
OTHER ADDITIONAL EXHIBIT
EXHIBIT A Articles of Incorporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
EXHIBIT B Other Financial Data and projections. . . . . . . . . . . . . . . . . . . . . . . . . . . 40-i,ii,iii
EXHIBIT C Other General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
EXHIBIT D Resolution to appoint Distributing / Placing and Management Agent and acceptance letter 42
EXHIBIT E Directors meeting to issue the Corporate Bond Series 1 Floating Rate 1999 - 2024 . . . . . 44
APPENDIX A Indenture Agreement and accompanying documents. . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

SPECIAL NOTE : THE TERM " THE COMPANY" OR "THE ISSUER" ARE ONE AND THE SAME.

3
<PAGE>
OFFERING SUMMARY

THE COMPANY (THE ISSUER)
The Company Intercontinental Capital & Investment Fund Inc. , is incorporated
under the laws of the State of Texas by Secretary of State on September 29th,
1998 with Charter Number 01507389-00 filed with the Texas Secretary of State
office in Austin, Texas, USA. The Company's address is P. O. BOX 15155, Fort
Worth, Texas 76119 United States of America

A) The only activity of the Company is that of obtaining funds through the
issuance and sale of securities by private and/or public sale and to grant
loans to participating companies from the proceeds.

B) The Company has plans at this time for other acquisition of funds and intends
to administer its loans and equity interests once all the bonds are sold.

C) The Company currently has two (2) full-time employees working day shifts
from Monday to Friday. The Company, however, maintains a relationship with
other companies who provide marketing consultation and information, but are not
part of the permanent or temporary staff of the Company.

D) The Company's legal address is P. O. BOX 15155 in Fort Worth, 76119 Texas
United States ; however, it maintains a working relationship with companies
established in Europe, Asia , Australia and South America .

E) The Company is not presently a subsidiary of any other company, but it has
issue all or part of its Common Shares to the Sponsor or their assigns,
depending upon the success of the sale of its Corporate Bonds. In addition, the
Company plans to issue shares of its non-voting Preferred Stock to the
Qualified Borrowers as part of the loan agreement. See "The Borrower's
Qualifications".

THE OFFERING
Corporate Bonds to the order of Bearer in the amount of Five Million US
Dollars (US$5,000.000.00) with a maturity date of 25 years, as of MAY 15th,
1999 to and including APRIL 15th, 2024. to be offered for sale. The
characteristics and denominations of the bonds are as follows:

1. Five thousand (5,000) bonds of One Thousand Dollars (US$1,000.00) each,
payable at a floating interest rate of 1.5% per annum over the 25 year U.S.
Treasury OFFER RATES) for dollar ($) deposits, such rate to be fixed on the
first Friday of January of each year. The minimum interest rate, however,
-------
shall be six and three-quarter percent (6.75%) per annum.

2. A special Sinking fund will guarantee payment of PRINCIPAL AND INTEREST of
these bonds at maturity; the Sinking Fund shall be created by the purchase of
"U.S. Treasury "Strips" ( bonds issued by the United States Treasury from which
the interest stream has been severed). Payments of interest will also be
guaranteed by the deposit of secured promissory notes bearing an aggregate
principal value of US$5,000,000.00 with interest payable thereon. Interest
payments thereon will collected by the custodial agent and will be utilized to
pay interest on the bonds.
RISKS FACTORS

1. Arbitrary Offering Risk: The offering price of the units and its allocation
among the unit components have been determined by the Company based on the loan
amount seeking by the borrower and bears no relationship to assets, book value,
net worth, earnings, actual results of operations or any other established
investment criteria. Among the factors considered in determining such offering
price were the Company's current financial condition, its cash requirements, The
general condition of the securities market, and an evaluation of the prospects
for the Company's growth and future acquisitions. The offering price set forth
on the cover page of this memorandum should not, therefore, be considered an
indication of the actual value of the Company's securities (See "PLAN OF
DISTRIBUTION" ) AND ("USE OF PROCEED")

4
<PAGE>
2. Best Efforts Offers: This offering is being made on a "best efforts" basis.
No commitment exists to purchase all or any part of the units being offered
hereby; rather, The Company along with certain selected dealers, will agree to
use their best efforts to offer the units to investors meeting certain
investment criteria.

3. Reliance Upon Officers and Directors: The Company is wholly dependent upon
the Company's personal efforts and abilities of its officers and directors. The
loss of or unavailability to the Company of the services of its officers and
directors would have a materially adverse effect on the Company's business
prospects and potential earning capacity. The Company does not currently carry
any insurance to compensate for any such loss; however it intends to obtain
such insurance in the future.

4. Financial Burden on Investors: A substantial amount of the financial risk
of the Company's business activities will be borne by the investors who
purchase units, while management and principal shareholders stand to realize
benefits from significant stock ownership. (See "USE OF PROCEEDS" and
"CONFLICTS OF INTEREST).

5. Dependence on Key Personnel: The success of the Company is dependent on the
efforts and abilities to its officers and directors. The ability of the Company
to attract and retain qualified operational and management personnel is
critical to the operations of the Company. To date, the Company has been able
to attract and retain the expertise it needs, however, there can be no
assurance that the Company will be able to do so in the future. If the Company
was unable to employ the required expertise needed, then its business would be
materially and adversely affected.

6. Government Regulation: The Company will be subject to applicable provisions
of federal and state securities laws and to regulations specifically governing
each respective issue. Although the Company will make every effort to comply
with applicable regulations, it can provide no assurance of its ability to do
so, nor can it predict the effect of these regulations on its proposed
activities.

7. Determination of Offering Price: The offering price of the bond in this
placement has been determined arbitrarily by the Company and its advisors and
is not necessarily related to the Company's asset value, net worth or other
established criteria of value.

8. Future Capital Needs / Possible Need For Additional Capital : The Company
may require substantial capital in addition to the proceeds of this offering
which may result in additional dilution to the Company's shareholders. The
Company has no commitments to obtain such capital at this time and there can be
no assurance that such capital will be available when needed or, if available,
that the terms for obtaining such funds will be favorable to the Company. The
inability of the Company to raise such funds may delay or prevent the Company
from making additional loan .

9. Discretion in Application of Proceeds: In order to accommodate changing
circumstances, the Company's management may reallocate the proceeds of this
offering among the purposes specified in the section of this prospectus
captioned "Use of Proceeds." In addition, a substantial portion of the proceeds
of this offering will be applied to sinking fund, loans and working capital of
the Company. Accordingly, the Company's management will have broad discretion
in the application of the proceeds of this offering. (See "USE OF PROCEEDS.")

CONFLICTS OF INTEREST RISK:

1. Dealings with The Company: The Company's current officers hold all of the
seats on the Company's board of directors (The Company "Board"). Consequently,
they will be in a position to control their own compensation and to approve
affiliated transactions, if any. Although The Company's principals intend to act
fairly and in full compliance with their fiduciary obligations, there can be no
assurance that the Company will not, as a result of the conflicts of interest
described above, possibly enter into arrangements under terms less favorable
than it could have obtained had it been dealing with unrelated persons.

5
<PAGE>
RISK FACTORS RELATING TO THE COMPANY:

1. No Operating History. The Company was recently organized and has no
operations, revenues from operations or assets other than cash from the initial
sale of shares of common stock to officers, directors and other persons. The
Report of The Independent Certified Public Accountants on the Company
financial statements of the Company appearing herein contains a
qualification with respect to the Company's ability to continue in existence.
The Company faces all of the risks inherent in a new business and no assurance
can be given that the Company's plans will prove successful. The purchase of
the units offered hereby must be regarded as the placing of funds at risk in a
new or "startup" venture with all of the expenses and difficulties to
which such ventures are subject. See "USE OF PROCEEDS" and "THE BOND "

2. Limited Funds Available for Operations; Even after completion of this
offering, the Company's capital will be only sufficient to conduct more than
very limited operations. Management of the Company believes that the net
proceeds of this offering will be sufficient to implement the Company's plan of
operation. However, the Company's capitalization may be such that, even
following completion of this offering, management may be able to implement
the Company's plan of operation.

3. Additional Financing May Be Required The ultimate success of the Company
may depend upon its ability to raise additional capital or, depending on the
terms of any potential business combination agreement, to have parties involved
in such combination bear a portion of the required costs to further develop or
exploit any business opportunity which the Company lends to. There is no
assurance that funds will be available from any such source, and if not
available, it will be necessary for the Company to limit its operations to those
that can be financed from the proceeds of this offering. See "USE OF PROCEEDS"
and " THE DETAIL DESCRIPTION OF THE RIGHT AND OBLIGATION OF BONDHOLDERS".

4. Lack of Opportunity for Investors to Evaluate Borrower: The net proceeds
from this offering are allocated only to purpose categories. A significant
portion of the proceeds from this offering is expected to be used as loans to
business opportunity which will be selected by management. The management of
the Company generally will have unlimited discretion to search for and
acquire a business opportunity, and bondholders of the Company normally will not
be given the opportunity to review, evaluate or vote on the loans or business
opportunity before the consummating such an opportunity. No agreements or
preliminary understandings have been reached for any specific loans. In as
much as the investors in this offering will be entrusting their funds to
management of the Company with no view as to the ability of the borrower or
specific purposes to which such funds will be allocated, this offering is the
type of offering that is sometimes referred to as a "Blank Check" The
proceed from the offering may remain uninvested or uncommitted for some period
of time following the close of the offering because of the inability of
management of the Company to find a suitable opportunity for lending. See
"DESCRIPTION OF BUSINESS" and "USE OF PROCEEDS" and " ADDITIONAL INFORMATION
FOR BOND OFFER"

5. Scarcity of and Competition for Credit Worthy Prospects: . The Company is
and will continue to be an insignificant participant in the business of lending
to businesses. A large number of established and well-financed entities,
including venture capital firms, are active in acquisitions of businesses which
may be desirable acquisition candidates for the Company. Nearly all of such
entities have significantly greater financial resources, technical expertise
and managerial capabilities than the Company and, consequently, the Company will
be at a competitive disadvantage in identifying possible acquisition candidates
and successfully completing a proposed acquisition. Moreover, the
Company will also compete with numerous other small public companies which, like
the Company, have completed public offerings for the purpose of engaging in
business lending. See "DESCRIPTION OF BUSINESS" and "USE OF PROCEEDS" and "
ADDITIONAL INFORMATION FOR BOND OFFER"

6
<PAGE>
6. Agreement for Financing of a Business. The Company was recently formed
for the purpose of lending and investing in business opportunity believed by
management to hold potential for profit. However, the Company has no
arrangement, agreement or understanding relating to the financing, but there can
be no assurance the Company will be successful in identifying and
evaluating a suitable loan candidate for repayment of funds. Management
has identified some particular industry or specific business within an
industry for evaluation by the Company as borrower. See " Borrower's
Qualifications" .

7. Limited Experience of Management:. The Company 's management has
limited experience in lending and business opportunities. Therefore, the
Company will be dependent upon the general business acumen and expertise of such
persons and the applicability of their backgrounds to any business opportunity
acquired by the Company. Management of the Company may obtain independent
outside professionals to evaluate and appraise the borrower and markets for and
to render evaluations and feasibility studies relating to potential business
financing.

8. Limited Participation of Management: Each of the officers and directors
of the Company has full-time employment outside of the Company and will be
available to participate in management decisions only on a part-time or
as-needed basis. Mr. Boniface Suleman Odiodio and Mr. David M. Swanner, Jr.
will devote approximately 80 hours each per month. The amount of time which the
officers and directors of the Company are able to devote to business may be
inadequate to properly attend to business. In addition, in the event of
competing demands for their time, it should be anticipated that the officers
and directors will grant priority to their full-time positions rather than to
the Company. See "MANAGEMENT".

9. Possible Change in Control and Management: . An acquisition involving the
issuance of the Company's common stock may result in shareholders of the
acquired business obtaining a controlling interest in the Company. Any such
acquisition may require management of the Company to sell or transfer all or a
portion of the Company's common stock held by them. While the members of
management intend to retain their shares in the Company, any potential
business combination agreement may require management to sell all or a portion
of its shares as part of the combination. The price at which members of
management would sell their shares would be negotiated between the parties.
Members of management would consider selling their shares if it was required by
the target as a condition of the business combination. However, management
does not intend to require that its shares be purchased at a premium, and
accordingly, will continue to be mindful of its fiduciary obligation to
other shareholders or bondholder in negotiating a purchase price, if such
purchase is required by the target as part of the combination. Any resulting
change in control of the Company from either the issuance of additional shares
or the purchase by the target of management's stock most likely will result in
removal of the present officers and directors of the Company. No assurance can
be given as to the experience or qualification of such new management in the
operation of the activities of the Company or in the operation of the business
acquired. Moreover, the issuance of such common stock of the Company would
result in substantial dilution to present and prospective shareholders of
the Company.

10 Conflicts of Interest: The current officers and directors of the Company
are all associated with other firms involved in a range of business activities.
Because of these affiliations and because these individuals will devote only a
small amount of time to the affairs of the Company, there are potential inherent
conflicts of interest in their acting as officers and directors of the Company.

11. Impracticability of Exhaustive Investigation: . The Company's limited
funds and the Company lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a business opportunity before the Company commits its capital or other resources
thereto. Therefore, management decisions will likely be made without detailed
feasibility studies, independent analysis, market survey and the Company like
which, if the Company had more funds available to it, would be desirable. The
Company will be particularly dependent in making decisions upon information
provided by the Company promoter, owner, sponsor or others associated with the
business opportunity the Company is seeking to acquire.

7
<PAGE>
12. Possible Reliance on Unaudited Financial Statements: During this
investigatory stage, the Company generally will require audited financial
statements from prospective businesses. However, no assurance can be given that
audited financial will be available to the Company. In such cases where audited
financial are unavailable, the Company will have to rely on Unaudited
information received from management of a business which has not been
independently verified by outside auditors. If management is forced to rely
on Unaudited information during the preliminary stages, it will also seek to
determine if such information can be audited.

13. Leveraged Transaction. There is a possibility that an acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the loans of the business opportunity by borrowing on the assets of the
business opportunity to be financed , and perhaps on the projected future
revenues or profitability of the business opportunity. This practice could
increase the Company's exposure to larger losses. A business opportunity
acquired through a leveraged transaction will be profitable only if it generates
enough revenues to cover the related debt and expenses. Failure to make
payments on the debt incurred to finance the business opportunity could result
in the loss of a portion or all of the assets financed from proceed . There
can be no assurance that any business opportunity financed through a
leveraged transaction will generate sufficient revenues to cover the related
debt and expenses.

14 Escrow of Proceeds: Proceeds from the sale of securities in this offering
will be placed in escrow during the term of this offering (180 days from the
date of this prospectus, which may be extended an additional 180 days by mutual
agreement of the Company and the Sponsor). Subscribers will not be entitled to
the return of their funds during the escrow period. Accordingly, subscribers
may lose the use of their funds for up to 360 days. If subscriptions for at
least 32.5% units are not received by the end of The 360-day period, the
escrowed funds will be refunded promptly to subscribers without deductions for
commissions or expenses, and without interest thereon.

15. No Assurance of Public Market: There is presently no market for the
Company's units, common stock or any securities and there can be no assurance
that a market will develop or that purchasers will be able to resell their
units, at the public offering price or without delay.

16. No one is obligated to create or make a market in the Company's units and
or any securities of the company upon completion of the offering. Should a
market for the Company's units or securities develop, there is no assurance
that such a market will continue. In addition, due to the price of the
Company units, many securities brokerage firms may not effect transactions in
the Company units and banks may not accept them as collateral for loans.

17. No Dividends: The Company has paid no dividends on its common stock since
incorporation, and at the present time, does not anticipate paying any
dividends in the foreseeable future. If the Company's future operations are
profitable of which there can be no assurance, any income received therefrom
would probably be applied to the Company's operations. Any decision whether to
pay dividends on the common stock will depend upon the earnings, if any, of the
Company at that time, its financial requirements and other factors. Investors
who anticipate the earning for immediate income from their investments should
refrain from purchasing the Company units offered hereby. See " SPECIAL
SINKING FUND"

18. Public Will Bear Risk of Loss: The capital required by the Company to
commence operations and carry on its business is being sought principally from
the proceeds of this offering. Therefore, public investors will bear most of the
risk of the Company 's operations until such time as it attains profitable
operations, if ever.

19. Future Dilution: The Company units offered hereby contain no Warrants to
purchase additional units of securities and investors will not suffer
dilution of their interest in the Company unless the company issue additional
bonds which may add additional burden on the company's resources. see "
ADDITIONAL INFORMATION FOR BOND OFFER" and "DESCRIPTION OF SECURITIES"

20. Limited Experience of Sponsor : The Sponsor has been in business as a
financial service company since April 1985. It has completed two
underwritings and has participated in fourteen underwritings of securities.
The Sponsor is not committed to purchase and sell any units; rather, its
obligation is to use its "best efforts" to sell

8
<PAGE>
the Company units as agent for the Company. There is no assurance that the
Sponsor will place all or any of the units, or that the Sponsor will or can make
a market in the units or securities comprising the units if the offering is
successfully completed.

21. Continued Control:. Even if all 5,000 Units of bond offered hereby are
sold, the present officers, directors and shareholders of the Company will own
80.00001% of the outstanding shares of the Company's common stock without giving
any effect to the possible exercise of the investor's rights, and, thus, for all
practical purposes, should may be able to continue to elect the Company's board
of directors and to control the Company. In addition, the Company current
shareholders may purchase additional shares and accordingly, may control an
even greater percentage of the Company's common stock.
.
FOR ALL OF THE AFORESAID REASONS, AND OTHERS, INCLUDING THOSE SET FORTH
HEREIN, ABOVE, THESE SECURITIES INVOLVE A DEGREE OF RISK. ANY PERSON
CONSIDERING AN INVESTMENT IN THE SECURITIES OFFERED IS HEREBY ADVISED TO BE
AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS MEMORANDUM. THESE SECURITIES
SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD A LONG TERM WAIT FOR THE
RETURN OF THEIR INVESTMENT IN THE COMPANY AND HAVE NO IMMEDIATE NEED FOR A
RETURN ON THEIR INVESTMENT. SEE "SINKING FUND"

USE OF PROCEEDS

Use of proceeds and priorities shall be to fund expansion, acquisition
development and construction loans to the Borrowers meeting the qualification
more fully described in the "qualifications of borrowers" paragraph below. The
funding allocation shall be as follows:

NUMBER OF PRICE TO BROKER COMMISSION NET FUNDS
BOND PUBLIC % AMOUNT ($) TO COMPANY

Each 1 US$1,000.00 4.5% US$35.00 US$965.00
Total 5000 US$5,000,000.00 4.5% US$225,000.00 S$4,775,000.00

DETAILED DESCRIPTION OF UTILIZATION OF PROCEEDS FROM THE SALE OF SECURITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AMOUNT PERCENT %
<S> <C> <C>
Gross Proceed . . . . . . . . . . . . $5,000,000.00 100.00%
Fees and Commissions. . . . . . . . . $ 225,000.00 4.50%
Insurance Guaranty. . . . . . . . . . $ 250,000.00 5.00%
Sinking Fund I (Principal Protection) $ 925,000.00 18.50%
Sinking Fund II (Interest Protection. $1,100,000.00 22.00%
Net to The Company. . . . . . . . . . $2,500,000.00 50.00%
</TABLE>

FEES AND COMMISSIONS
The offering fee and placement commission paid to sponsors, broker, dealers and
all professional in the connection with the sales and marketing of these
securities.

INSURANCE GUARANTY
The Insurance Guaranty is to guaranty the annual interest payment on the Bond in
case of non payment by the borrowers, it shall be created by the Purchase of
performance bond form an A or better rated insurance company.

THE SINKING FUND I
The Sinking Fund I is to guarantee and pay off the Principal of this Bond at
maturity in 25 years at face value. The sinking fund shall be created by the
purchase of U.S. Government Treasury Strips bond issued by the United States
which at maturity will equal the face value of these securities. See
DESCRIPTION OF SECURITIES

9
<PAGE>
THE SINKING FUND II
The Sinking Fund II is to guarantee and pay off any accrued interest of this
Bond at maturity in 25 years at face value. The sinking fund shall be created
by the purchase of U.S. Government Treasury Strips bond issued by the United
States which at maturity will equal the face value of the interest due Bond
holders See DESCRIPTION OF SECURITIES

THE BORROWER'S QUALIFICATION
Proceed from the sales of the bond will be loaned by the Company from time
to time to eligible borrowers. Meeting the following profile

Profile of the Borrower
To be eligible for financing under our bond program a project must meet
certain minimum requirements. we are not restricted to any particular type of
project, business, industry or geographic area and funds are intended for
business needing capital of $250,000.00 and Up

In general a project or borrower must:
1. Must be a sound viable project or business
2. Must be a business, sole proprietorship, partnership or corporation with
ability to contact and in
good standing with state or government of jurisdiction .
3. Must be a going concern
4. Must be able to meet interest payment requirement
5. Capital need must be for expansion and or trade finance
6. Must have sufficient collateral consisting of land, building equipment
and securities
7. Must meet the applicable requirement of any bank or financial institution
credit requirement for a loan
8. Must be credit worthy borrower
9. Funds must be principally used for business or projects
10. Must meet one of this types of loan request:
i Acquisition Capital
ii Expansion Capital
iii Viable project capital
iii Trade Finance
iv Export & Import Finance

11. Participant in the funding program can proceed as follows:
i. Submit an application provided by the Company with $300.00
application fee
ii. Submit a complete business / project plan with financial statement
and resume
iii Once approved an underwriting /loan agreement is issued
iv. Once the loan agreement is signed a closing date is set

12. The General loan terms are:
i Loan amount: $250,000.00 min.
ii Term: up to 25 years
iii Interest: 8.75% subject to change
iv. Industry or business preference: None
v. Geographic preference: None
vi. 15% to 25% equity in borrower's company or profit

10
<PAGE>
DETERMINATION OF OFFERING PRICE

DETERMINATION OF OFFERING PRICE.

The offering price of the Units and its allocation among the Unit components
have been arbitrarily determined by the Company and bear no relation to
assets, book value, net worth, earning, actual results of operation or any
other established investment criteria. Among the factors considered in
determining such offering price were the Company's current financial
condition, its cash requirement, the general condition of the securities
market and an evaluation of the prospects for the Company's growth. The
offering price set forth on the cover page of this memorandum should not
therefore be considered an indication of the actual value of the Company's
securities

DILUTION
DILUTION.
As of the date of this prospectus the Company do not have any Securities in the
market nor any liabilities that will dilute the value of this corporate Bond.
The Company intend in the future to issue additional securities and notes and
this additional securities will not have any relations to this securities to
cause a dilution in value.

SELLING SECURITY HOLDERS
SELLING SECURITY HOLDERS.
The securities are not offered for the account of any security holder and or
management. The Securities are offer for cash or their equivalent to the
general public.

CASH SALES
All purchase of bonds shall be payable in US dollars or their equivalent, by
cash, certified or cashier's checks or electronic transmission.

PLAN OF DISTRIBUTION
PLAN OF DISTRIBUTION.
1. The Company a company Formed under the laws of the State of Texas and
duly registered and is the Distributor of this offering and shall be responsible
for the distribution of bonds to be sold under this public offering and shall
have the right to appoint Distributors in its sole discretion

2. The Company and the sponsor, the aforementioned company, whose legal address
is in Fort Worth, Texas, shall provide the distributors for the sale of
bonds.

3. The Company is responsible for conducting a sales campaign of this
securities offered by the Company through different means and resources.

A) COMMISSION AND DISCOUNTS
The distributor and any agent of the distributor , either jointly with its
outside distributors or individually, shall collect a 4.5% commission on each
bond sold.

B) DISTRIBUTION
To facilitate the distribution of the bonds, there will be paid advertisements
published in various International means of publicity, primarily in the United
States, Europe, South America, Asia and Africa. Also, it is anticipated that
the bonds will be sold through selected members of the ASSOCIATION OF
---------------
INTERNATIONAL BOND DEALERS.
- -----------------------------

C) CASH SALES
All purchase of bonds shall be payable in US dollars or their equivalent, by
cash, certified or cashier's checks or electronic transmission .

11
<PAGE>
LEGAL PROCEEDINGS
LITIGATION
The Company does not presently have any pending litigation, and it is not a
party to any litigation, inside or outside the jurisdiction of the United
States of America.

DIRECTORS, EXECUTIVES OFFICERS, PROMOTER AND CONTROL PERSON

MANAGEMENT , AND EXPERIENCE
- ------------------------------
The officers are professionals in the fields of accounting, finance, management
and the legal profession. They are appointed for the convenience of the Company
and may be replaced after completion of the offering.

The Company's Executives officers are as follows: Boniface Suleman Odiodio and
David M. Swanner, Jr, . Mr. Boniface Suleman Odiodio holds the position of
President and Chairman of the Board of Directors. He was employed from 1986 to
1998 as a General Partner and Chief Financial Officer for Executive Business
Service, a financial service company.

Mr. David M. Swanner, Jr. holds the position of Vice President and Secretary
of the Board of Directors. He was employed from 1986 to 1998 as a General
Partner and Marketing Manger for Executive Business Services. a financial
service company.

THE SPONSOR
- ------------
The Sponsor of the Company is Executive Business Services , which was
organized under the laws of state of Texas on April 16th, 1987, as Its
original business activity was Accounting, asset management, financing and
discounting import and export activity. The Activities varied from commercial
and trade financing to arbitraging of bonds and other obligations of
governments and their institutions. During the later part of 1990's, placement
of corporate securities became an important part of the business and under
present management, has become one of its principal activity.

A) The relationship of the Sponsor to the Company notwithstanding, Executive
Business Services as the Sponsor, shall be primarily responsible for sales of
the bonds in various markets on behalf of the company

B) At the present, the Company does not own shares of any other company;
however, upon the success of the sale of its Corporate Bonds, it will obtain a
15% to 25% ownership interest in or a negotiated percentage of the net profits
of the companies to which it is making the loans.

<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT

Title of Class Name and Address Amount Percent
<S> <C> <C> <C>
Common Stock . Executive Business Service 200,000,000 40%
P. O., Box 15155, Fort Worth, TX 76119

Common Stock . Upperace Enterprise, Inc. 200,000,000 40%
1B Lippo Leighton Centre, 103 Leighton Rd
Causeway Bay, Hong Kong

Common Stock . Hobert T Douglas, Attorney 5,000 .00001%
2529 E. Lancaster Ave., Ft Worth, TX 76103

TOTAL 400,005,000 80.00001%
</TABLE>

12
<PAGE>
DESCRIPTION OF SECURITIES
THE BONDS:

Corporate Bonds to the order of Bearer in the amount of Five Million US
- --------------------------------------------------------------------------------
Dollars (US$5,000.000.00) with a maturity date of 25 years, as of MAY 15th,
- --------------------------------------------------------------------------------
1999 to and including APRIL 15th, 2024. to be offered for sale. The
- ---------------------------------------------------------------------------
characteristics and denominations of the bonds are as follows:

ADDITIONAL INFORMATION FOR BOND OFFER

A) The offer shall consist of the issuance and sale of bonds with a nominal
value of US$1,000.00 and which shall earn interest at the annual rate of 1.5%
over the 300-month U.S. Treasury floating rate for $ deposits, for a 25 year
term. Said payments are to be made on an annual (12 month) basis in arrears.
The minimum interest rate, however, shall be six and three-quarters percent
(6.75%) per annum, interest shall be due and payable on the 15th of April of
each year.

B) The offer shall be on a "best effort basis". The "first closing" will take
place after a minimum of Thirty-Two and One-Half Percent (32.5%) of the issue,
or One Million Six Hundred and Twenty Five Thousand Dollars (US$1,625,000.00),
of bonds have been sold.

C) To date, there is no procedure to change or modify the rights of
bondholders, nor is one contemplated in the long run.

D) To date, the Company has not declared or paid dividends. A future dividend
policy will be contingent on the sales of bonds through the securities
offering. Should dividends be paid, the Company estimates that 50% will be paid
to shareholders, and the remaining 50% will be retained for working capital.

E) In the event that the Company becomes aware of any material adverse condition
or conditions pertaining to any one or more of the Borrowers identified in
this registration Statement , or any one or more of said Borrowers otherwise
fails to comply with any of the conditions or terms upon which loan approval
was granted, then the Company reserves the right to substitute, at its sole
discretion, such Borrower or Borrowers with other qualified Borrower or
Borrowers, subject to the following restrictions:

1. Company may make such substitution without prior notification or amendment
of the Prospectus only until such time as the First Closing, as referenced in
Section B) above, takes place. Thereafter, any substitution of Borrower or
Borrowers will require amendment of the Prospectus to reflect such
substitution.

2. Cumulative substitution or substitutions made without prior notification or
amendment of the Prospectus, in conformity with Section E immediately above,
shall not exceed, in the aggregate, more than twenty-five percent (25%) of the
total bond offering of US$5,000,000.00.

13
<PAGE>
DETAILED DESCRIPTION OF THE RIGHT AND OBLIGATIONS OF BONDHOLDER
- -----------------------------------------------------------------------

A) The bonds shall earn interest at the annual rate of 1.5% per annum over the
25 year U.S. Treasury Bond offered rates for Dollar deposits, such rate to be
fixed on the FIRST Friday of January of each year. The minimum interest rate,
however, shall be six and three-quarter percent (6.75%) per annum

B) Interest shall be paid annually in arrears through a custodial Agent, by
cashier's check sent via air mail to the most recent address provided by the
remitter of the interest coupons when presented for payment. More specific
instructions and payment procedures will be provided with delivery of the
bonds.

C) The bonds shall have a duration of twenty-five (25) years and shall be fully
redeemed on maturity.

D) The bonds that are sold shall be redeemed on April 15th, 2024. , except
------------------
that the Bondholders have the right to present the bonds for cash redemption at
anytime after April 15th, 2017, provided 180 days advance written notice is
------------------
given to the Company. Such redemption shall be made at one-hundred percent
(100%) of the face value of each bond so redeemed. The Company expects that
sufficient cash or cash equivalents will be available so that, when combined
with the market value of the Sinking Fund investments, a total redemption could
be completed at the end of twenty years without calling the underlying loan or
liquidating any of the Company's equity interests in the Borrowers.

E) There are no provisions to maintain a determined Amount of assets to secure
the bond issue, except for the Sinking Fund described herein. and the secured
Promissory Notes issued to the benefit of the Company by the borrowers

F) As a guarantee for the payment of the principal amount of the bonds at their
maturity, the Company has authorized the Custodial Agent to purchase
US$5,000,000.00 face value of U.S. Treasury "Strips" Bonds with a maturity no
later than April 15th, 2024. and has allocated funds sufficient to accomplish
-----------------
this purchase providing that bonds representing at least thirty-two and
one-half percent (32.5%) of the issue, or One Million Six Hundred and Twenty
Five Thousand Dollars (US$1,625,000.00) are sold.

G) As a guarantee for the payment of the Interest amount of the bonds at their
maturity, the Company has authorized the Custodial Agent to purchase
US$8,437,500.00 face value of U.S. Treasury "strips", with a maturity no later
than April 15th, 2024 and has allocated funds sufficient to accomplish this
------------------
purchase providing that bonds representing at least fifty percent (50%) of the
issue, or two and half Million Dollars (US$2,500,000.00) are sold.

H) As guarantee for payment of interest payable on this bonds, the Company will
obtained secured Promissory Notes from the Borrowers of the money originated
from the sale of this bonds. Said Notes earn interest at the annual rate of
8.75% floating rate. Interest rate, however, shall be eight and three-quarters
percent (8.75%) per annum. The interest will be paid semi-annually in arrears
by the Borrowers to the Paying Agent for benefit of the Company , who will
then make interest payments annually in arrears to the Bondholders.

These Promissory Notes, which also may be executed in the form of corporate
debentures, are secured or guaranteed by substantially all of the assets owned
or to be obtained by the Borrowers. None of the debt instruments are
individually or personally guaranteed.

I) To date, there are no provisions to allow or restrict the issuance of
additional securities, to approve additional indebtedness, to modify the terms
of issuance or other similar provisions.

J) Other than the Sinking Funds previously described, the Company does not plan
to deposit or establish collateral that will serve to guarantee its corporate
bonds. In effect, the Company has dedicated substantially all of its assets to
guarantee payments of principal and interest to the Holders of its bonds.

K) Interest shall be due and payable on the 15th of April of each year until
maturity.

14
<PAGE>
AGENTS

THE ESCROW,CUSTODIAL,TRANSFER AND REGISTRAR AGENT
The Company will initially act as Escrow, Custodial, transfer and registrar for
the company's Securities and reserves the right to appoint escrow, custodial,
transfer and registrar agent in its sole discretion.

THE PAYING AGENT
The Company will initially act as Paying Agent for the Securities and reserves
the right to appoint paying agent in its sole discretion.

INTEREST OF NAME EXPERTS AND COUNSEL

INTERESTS OF NAMED PARTIES AND COUNSEL.
The Sponsor of the Company is Executive Business Services (EBS) which is a
partnership owned by Mr. Boniface Suleman Odiodio who holds the position of
President and Chairman of the Board of Directors of the Company and . Mr.
David M. Swanner, Jr. who holds the position of Vice President and Secretary
of the Board of Directors of the Company. The Sponsor owns' 40% (200,000,000)
of the Common equity of the Company and have no interest in the securities
been registered under this registration statement. The Legal counsel Hobert T.
Douglas owns .00001% (5,000) shares in the common equity securities of the
Company and have no interest in the securities been registered under this
registration statement. The accountant, auditor, , Indenture Trustee have on
interest in any of the debt or equity securities of the Company.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

INDEMNIFICATION

The Company under the Articles of Incorporation which states "the corporation
indemnity the shareholders, directors, management and employees of all legal
act performed on behalf of the corporation in good faith". In the By-law of
Company. The company further indemnify to the fullest extent of the law all
the shareholders, directors, management and employees to the extent they
relied on opinion of counsel. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted, it has been
informed that in the opinion of the Securities and Exchange Commission the
indemnification is against public policy as expressed in the Act and is
therefore unenforceable

ORGANIZATION WITHIN LAST FIVE YEARS

THE COMPANY HAS LESS THAN FIVE YEARS OF BEING ESTABLISHED
A) The Company has been created solely for the purpose of the issuance of this
bond offering and, accordingly, has less than five years of existence.
DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS
The Company has no products, other than financial services. Upon successful
placement of this bond, the Company intends to acquire equity interest in a
Federal Reserve Member Bank, who's main objective will be specialized
private and international banking, trust and investment banking and specialized
lending services, but as of the date of this prospectus no particular
commitment or particular entity has be located by the company.

The Company is in the lending business and will obtain its client from the
general business market by advertising and market of its special lending
services, which is long term interest only loan to qualified borrower with
strong cash follow that can handle the interest burden over the term of the
loan.

15
<PAGE>
The company's primary business purpose is to develop and engage in the business
as a long term lender in and outside the United States. The company with the
assistance of qualified consultants will form a network to locate this
qualified borrowers, in order to be successful in a competitive environment,
the Company must take the following actions:

1. Establish a strong administrative base
2. Obtain expertise in the lending industry
3. Posses and implement a strategic marketing plan
4. Offer marketable products
5. Maintain adequate financial resources
6 Comply with all legal regulation

The company's management has expertise in lending business which will provide
the company a greater degree of stability in its proposed operations.

MARKETING CAPABILITIES:
The target audiences for the company can be characterized as limited,
demanding and scattered throughout the world . Under the best conditions,
investors and lender are invariably hindered by, among other things regulatory
controls, reporting and foreign exchange requirement, with substantial
experience in these matters, the Company's management intends to develop and
implement strategic marketing plans designed to promote the Company's services
to potential clients worldwide.

FINANCIAL RESOURCES
The company seeks to achieve and maintain a constant reserve of working capital
for operation, to successfully conduct the proposed operation, liquidity and
the ability to sustain overhead expenses is essential. The Company intends to
generate working capital through the creation of multiple profit centers.

SOURCES OF REVENUE
The Company shall receive over 95% of its revenue from borrowers interest
payment and bond issuance sales commission through this securities offering,
therefore the company must seek the best possible clients to lend funds to.

LIST OF SUBSIDIARIES WHEREON THE COMPANY HOLD OVER 20% OF THE SHARES
To date, the Company does not own a percentage in any subsidiary, and it is not
a subsidiary of any other company. The Company does not currently own a
percentage of voting class shares in any company; however, upon the success of
the sale of its Corporate Bonds, the Company will receive a 15% to 25% equity
interest in or a negotiated percentage of the net profits of each of the
Borrowers and also intend to acquire a controlling interest in a Federal Reserve
Member Bank.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The Company was recently organized and has no operations, revenues from
operations or assets other than cash from the initial sale of shares of common
stock to officers, directors and other persons. The Report of The
Independent Certified Public Accountants on the Company financial
statements of the Company appearing herein contains a qualification with
respect to the Company's ability to continue in existence. The Company faces
all of the risks inherent in a new business and no assurance can be given that
the Company's plans will prove successful. The purchase of the units offered
hereby must be regarded as the placing of funds at risk in a new or "startup"
venture with all of the expenses and difficulties to which such ventures
are subject.

16
<PAGE>
DESCRIPTION OF PROPERTY

LOCATION OF ASSET AND ENCUMBRANCES
- --------------------------------------

All the assets of the Company are located in Fort Worth, Texas United States
and are listed in the financial statements. and to date, all said assets
are free from any encumbrance, fees, duties or taxes.

CERTAIN RELATIONSHIP AND RELATED TRANSACTION

The company has entered into a certain relationship and transaction with
legal counsel to buy back the common stock of the counsel upon completion of
this offering at $5.00 per share for a total of $25,000.00 apart from this
transaction the company has not entered into any transaction with any other
party.

MARKET FOR SECURITIES AND RELATED SECURITIES MATTER

The Company is not presently list on any Exchange and there is no market for the
Company's securities. There can be no assurance that an actives trading
market for the Company's securities will be developed or maintained following
this offering, or that the securities purchased by investors in this offering
may be resold at their original price or any other price., If no market
develops, the securities will be illiquid and funds will not be available to
the investor. See "RISK FACTOR" AND " DESCRIPTION OF SECURITIES - SPECIAL
SINKING FUND "

EXECUTIVE COMPENSATION

MR BONIFACE SULEMAN ODIODIO will be compensated $50,000.00 per year as the
president and MR DAVID SWANNER $50,000.00 per year as per the board of
directors resolution

17
<PAGE>
FINANCIAL STATEMENT

UNAUDITED INTERIM FINANCIAL STATEMENT

MARY ELAINE MAYER, CPA
5601 BRIDGE ST. STE 490
FORT WORTH, TX 76112
817-429-0861

Intercontinental Capital & Investment Fund, Inc.
P. O. Box 15155
Ft Worth, TX 76119

Dear Shareholder;

I have complied the accompanying Statement of Assets, Liabilities, and
shareholders Equity ( income tax basis of Intercontinental Capital &
Investment Fund, Inc. as of February 28, 1999, and the related statement of
Revenues and Expenses ( income tax basis) for the year Ended, February 28,
1999 in accordance with statement of Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants, The
Financial statement have been prepared on the accounting basis used by the
corporation for income tax purposes which is a comprehensive basis of
accounting other than generally accepted accounting principles.

A compilation is limited to presenting in the form of financial statement
information that is the representation of management. we have not audited or
reviewed the accompanying financial statement and, accordingly, do not
express an opinion or any other form of assurance on them

Management has elected to omit substantially all of the disclosures ordinarily
included in financial statement prepared on the income tax basis of
accounting. If the omitted disclosures were included in the financial
statement, they might influence the user's conclusion about the corporation's
assets, liabilities, equity, revenue, and expenses. Accordingly, these
financial statement are not designed for those who are not informed about such
matters

/s/ Mary Elaine Mayer
Mary Elaine Mayer, CPA

April 21, 1999

18
<PAGE>
<TABLE>
<CAPTION>
INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
Assets, Liabilities, and Equity
February 28, 1999

ASSETS: 2/281999 12/31/1998
- --------------------------- ---------- -----------
<S> <C> <C>

Current Assets:
Checking. . . . . . . . . $ 500.00 $ 500.00
Total Current Assets $ 500.00 $ 500.00

Fixed Asset:
Other Assets:
Start-up Cost . . . . . $49,500.00 $ 24,500.00
---------- -----------
Total Other Assets . $49,000.00 $ 24,500.00

TOTAL ASSETS . . . . . . $50,000.00 $ 25,000.00
---------- -----------

LIABILITIES:
- ---------------------------

Current Liabilities:
Long Term Liabilities

EQUITY
- ---------------------------

Common Stock. . . . . . . . $50,000.00 $ 25,000.00
---------- -----------
Total Owner's Equity . . $50,000.00 $ 25,000.00

TOTAL LIAB & EQUITY . . . . $50,000.00 $ 25,000.00
---------- -----------
</TABLE>

19
<PAGE>
<TABLE>
<CAPTION>
CHANGES IN FINANCIAL DISCLOSURE

INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
GENERAL LEDGER PERIOD ENDING 2/28/99
--------------------------------------

Date Mt Ref Description Current Year to Date
US$ US$
<S> <C> <C> <C> <C> <C>
1020 Checking $ 500.00
Ending Balance $ 500.00
--------------

1900 Start up Cost $ 24,500.00
2/28/99 2 10 Start up Cost $ 25,000.00
------------
Ending Balance $ 25,000.00 $ 49,500.00
--------------

3510 Common Stock $ (25,000.00)
2/28/99 2 10 Start up cost $(25,000.00)
------------
Ending Balance $(25,000.00) $ (50,000.00)
--------------

Current Profit $ 0.00 Y-T-D Profit $ 0.00
------------ --------------

2. Transaction Printed
- -----------------------------
2 transaction Processed
- -----------------------------
General Ledger is in Balance $ 0.00
- ----------------------------- ------------
</TABLE>

20
<PAGE>
<TABLE>
<CAPTION>
INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
GENERAL LEDGER PERIOD ENDING 12/31/98
---------------------------------------

<S> <C> <C> <C> <C> <C>
Date Mt Ref Description Current Year to Date
US$ US$
1020 Checking $ 0.00
12/31/98 12 10 Start up cost 500.00
------------
Ending Balance 500.00 $ 500.00

1900 Start up Cost $ 0.00
12/31/98 2 10 Start up Cost $ 24,500.00
------------
Ending Balance $ 24,500.00 $ 24,500.00
--------------

3510 Common Stock Executive $ 0.00
12/31/98 2 10 Start up cost $(15,400.00)
------------
Ending Balance $(15,400.00) $ (15,400.00)
--------------

3510 Common Stock Upperace $ 0.00
12/31/98 2 10 Start up cost $ (9,600.00)
------------
Ending Balance $ (9,600.00) $ (9,600.00)
--------------

Current Profit $0.00 Y-T-D Profit $ 0.00
----- --------------
2. Transaction Printed
- -----------------------------
2 transaction Processed
- -----------------------------
General Ledger is in Balance $ 0.00
- ----------------------------- --------------
</TABLE>

21
<PAGE>
INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
Income Statement
February 28, 1999

Income $0.00

Expense $0.00

Net Profit (loss) $0.00

The company as not earned any income or incur any expense since it's year end
statement

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

The company is not in disagreement with the accountant on accounting and
financial disclose and per the financial statement in this registration
statement " See "Unaudited Interim Financial Statement "

22
<PAGE>
INDEPENDENT AUDITOR'S REPORT

Board of Directors
Intercontinental Capital & Investment Fund, Inc.
P. O. Box 15155
Ft Worth, TX 76119

Dear Sirs:

We have audited the accompanying statement of Assets, Liabilities and Equity of
Intercontinental Capital & Investment Fund, Inc. as of December 31, 1998 and
the related statement of operation, change in stockholders' equity and cash
flow for the year then ended. These financial statement 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 statement are free of
material misstatements, An audit includes examining on a test basis, evidence
supporting the amount 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 statements
presentation, We believe that our audit provides a reasonable basis for our
opinion

In our opinion, the financial statement referred to above present fairly, in
all material respect, the financial position of Intercontinental Capital &
Investment Fund, Inc. as of December 31, 1998 and the result of its operation
and assets for the year ended in conformity with generally accepted
accounting principles.

/s/ John A. Schueller
John A. Schueller, CPA

April 29th, 1999

23
<PAGE>
SUPPLEMENTAL EXHIBIT INDEX

The following exhibits are not furnished as a part of this Prospectus , however
copies of the exhibits will be made available to perspective purchaser, upon
written request, at a reasonable time prior to purchase

EXHIBIT 1. Underwriting Agreement see Exhibit D
EXHIBIT 2. Plan of acquisition, reorganization, arrangement, liquidation or
succession
EXHIBIT 3. Instrument defining the rights of security holders
EXHIBIT 4. Opinion re legality
EXHIBIT 5. Opinion re tax matters
EXHIBIT 6. Material Contracts
EXHIBIT 7. Consent of experts and counsel
EXHIBIT 8. Power of attorney
EXHIBIT 9. Statement of eligibility of trustee
EXHIBIT 10. Invitation for competitive bids

OTHER ADDITIONAL EXHIBIT

EXHIBIT A Articles of Incorporation
EXHIBIT B Other Financial Data and projections
EXHIBIT C Other General information
EXHIBIT D Resolution to appoint Distributing / Placing and Management Agent
and acceptance letter
EXHIBIT E Directors meeting to issue the Corporate Bond Series 1 Floating Rate
1999 - 2024
APPENDIX
APPENDIX A Indenture Agreement and accompanying documents

24
<PAGE>
SUBSCRIPTION AGREEMENT
----------------------
IMPORTANT: PLEASE FILL OUT APPLICATION COMPLETELY.
TYPE OR USE A BLACK BALL-POINT PEN. PRESS HARD.

INVESTOR : To purchase Units of the currently effective Corporate Bond, the
investor must complete and sign this INSTRUCTIONS subscription agreement and
deliver to your security broker together with your check. YOUR CHECK SHOULD BE
MADE PAYABLE TO: INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC. ( ISSUER ) in
order to invest, it is necessary that all items on the subscription agreement be
completed.

NAME
---------------------------------------------------------------------------
NAME
---------------------------------------------------------------------------
ADDRESS
------------------------------------------------------------------------
CITY STATE COUNTRY
------------------------ -------------------- ---------------
TAX ID OR SS#
---------------------------------------------------------------

1. INVESTMENT Insert the number of Units to be purchased and multiply the
dollar amount of the investment [$1,000.00 x [______________ ] no. of Units].

2. OWNERSHIP Check the appropriate box indicating the manner in which title
is to be held. Please note that the box checked must be consistent with the
number of signatures appearing in Section 6. (See Instruction 6. ) For a
partnership, corporation, custodianships, or trust, the box checked must be
consistent with the legal title (registration).

Participants in an IRA or unincorporated plan should note that such a purchase
does not in itself create the plan. You must create the plan through a bonafide
custodian or trustee who will execute the subscription agreement.

3. REGISTERED OWNER Please type or print the exact name (registration) that
the investor desires on the account. If the investor is an individual,
partnership, or corporation, please include in this space the complete name and
title in which the investment is to be held. If the investor is a trust such as
an IRA or unincorporated plan, please include the name and address of the
trustee and the trust name.

For a trust or custodian investment including an IRA, unincorporated plan, and
other trusts or custodianships, monthly distribution checks and investment
correspondence will normally be sent to the trustee or custodian. For the plan
participant to receive correspondence at a home or other address, place that
address on the mailing address line in Section 5 (Additional Recipient). All
investors and/or plan participants must complete the spaces provided for Social
Security numbers. A trust, corporation, partnership, custodian, and estate must
additionally furnish a Tax Identification Number.

4. ANNUAL CHECKS After impounds are met, INTERCONTINENTAL CAPITAL & INVESTMENT
FUND INC. will commence annual distributions of cash available for
distribution to investors. Please insert "same" if the annual checks are to be
mailed to the name and address of the registered owner given above. Please
insert the name of the financial institution and the account number if checks
are to be sent to a bank or savings and loan or other financial institution or
destination.

25
<PAGE>
5. ADDITIONAL RECIPIENT All periodic reports and financial statements
will be sent to the registered owner at the address given above. If the
investor wishes additional reports and financial statements sent to anyone
other than the registered owner, or to an address other than the registered
owner's, or if the ownership is under the Uniform Gift to Minors Act, or is a
fiduciary, insert the name and address of the additional person to receive
reports and financial statements. As an example, a participant in a corporate
pension plan directed account or a beneficiary under a trust agreement might
wish to receive reports and financial statements at his personal location.

6. SIGNATURES Complete the information requested and sign in the space(s)
provided. If title is to be held as joint tenancy or tenants in common, at
least two signatures are required. In the case of community property, only one
investor signature is required. If you have questions regarding the completion
of this form, please call your registered representative.

7. BROKER/DEALER REGISTERED REPRESENTATIVE It is necessary that all items be
fully completed. Include registered representative's name and branch office
address. Indicate broker dealer home office address. The registered
representative must sign where indicated in order for application to be
accepted. Complete registered representative's telephone number.

8. COPY DISTRIBUTION: To the Issuer

9. BY MAIL TO
INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
P. O. Box 15155 .
Fort Worth, TX 76119, USA

BY WIRE :
INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC. ESCROW ACCOUNT

Bank of New York
48 Wall Street, New York, NY 10005
ABA 021000018
Credit To Account # 8900186968
for Credit to INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC. ESCROW ACCOUNT
ACCOUNT NUMBER: I6-45139

26
<PAGE>
SUBSCRIPTION AGREEMENT

SIGNATURE PAGE AND POWER OF ATTORNEY

The undersigned desires to become a Bondholder in this issue of
INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC. ("the Issuer ) and to purchase
the number of Bond units ("Units") appearing at the end of this subscription
agreement in accordance with the terms and conditions of the Prospectus of the
Issuer. In connection therewith, the undersigned hereby represents, warrants,
and agrees as follows:

1. SUBSCRIPTION The undersigned agrees to purchase the number of Units set
forth above his signature at the end of this subscription, and hereby tenders
the amount required to purchase such Units ($1,000.00 per Unit; minimum
subscription: see the Prospectus).

2. ADOPTION The undersigned hereby specifically adopts each and every
provision of the agreement.

3. REPRESENTATIONS ( a ) The undersigned is subscribing for Units solely for
his own account or for the account indicated below and not for the benefit or
account of any other person or entity.

( b ) The undersigned is aware that ( i ) this subscription may be rejected in
whole or in part by INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC. in its
sole discretion and ( ii ) in any event this subscription will be returned to
the undersigned ( with interest as described in the Prospectus ) if
subscriptions for at least the minimum number of units specified in the
Prospectus are not received prior to termination of the offering.

(c) The undersigned is an individual, person, entity, or fiduciary which meets
the suitability standards set forth in the Prospectus under " The Risk Factors
".

NOTHING HEREIN SHALL BE DEEMED A WAIVER OF ANY RIGHTS OF ACTION WHICH THE
UNDERSIGNED MAY HAVE UNDER ANY FEDERAL OR STATE SECURITIES LAW.

4. SPECIAL POWER The undersigned hereby makes, constitutes, and appoints The
Issuer , a Texas Corporation , with full power of substitution, his true and
lawful attorney, for him and in his name, place, and stead for his use and
benefit in accordance with this agreement

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SEC , EXCEPT AS PERMITTED IN THE COMMISSION'S
RULES.

REGISTRATION REQUIREMENTS
FOR_________________________________________________________________

The following requirements have been established for the various forms of
registration. Accordingly, complete subscription agreements and such supporting
material as may be necessary, must be provided.

__________________________________________________________
THE INVESTOR DATE

27
<PAGE>
TYPE OF OWNERSHIP

Please Circle One
1. INDIVIDUAL: One signature required.

2. JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: Both parties must sign.

3. TENANTS IN COMMON: Both parties must sign.

4. COMMUNITY PROPERTY: Only one investor signature is required.

5. TRUST: The trustee signs the Subscription Agreement. Provide the name of the
trust, the name of the trustee, and the name of the beneficiary.

6. PARTNERSHIP: Identify whether the entity is a general or limited partnership.
The general partners must be identified and their signatures obtained on the
order. In the case of an investment by a general partnership, all partners
must(sign (unless a "managing partner" has been designated for the partnership,
in which case he may sign on behalf of the partnership if a certified copy of
the document granting him authority to invest on behalf of the partnership is
submitted ) .

7. CORPORATION: The Subscription Agreement must be accompanied by ( I ) a
certified copy of the resolution of the Board of Directors designating the
officer( s ) of the corporation authorized to sign on behalf of the corporation
and ( 2 ) a certified copy of the Board's resolution authorizing the
investment.

8. IRA: Requires signature of an authorized signer (e.g. an officer) of the
bank, trust company, or other fiduciary. The address of the trustee must be
provided in order for them to receive checks and other pertinent information
regarding the investment.

9. SEP: The custodian signs the Subscription Agreement.

10. CORPORATE PENSION PLAN PROFIT SHARING PLAN: The custodian signs the
Subscription Agreement.

11. UNIFORM GIFT TRANSFER TO MINORS ACT ( UGMA ): The required signature is
that of the custodian, not of the parent ( unless the parent has been
designated as the custodian ) . Only one child is permitted in each investment
under the Uniform Gift to Minors Act. In addition, designate the state under
which UGMA is being made.

12. UNINCORPORATED PLAN (KEOGH): Same rules as those applicable to IRA's.

28
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVER OF
THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE BE NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF

INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
-----------------------------------------------

$5,000,000.00
-------------

5000 UNITS
----------

OFFERING PRICE $1,000.00 PER UNIT
----------------------------------

CORPORATE BOND SERIES 1 , FLOATING RATE NOTES 1999-2024
--------------------------------------------------------
------------------
------------------
PROSPECTUS
------------------
------------------

MAY 1ST, 1999

INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
P. O. BOX 15155
FORT WORTH, TEXAS 76119
USA
817-534-7305
FAX 817-534-7803

END OF PROSPECTUS

29
<PAGE>
PART II --INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company under the Articles of Incorporation, Article nine , which states
"the corporation indemnity the shareholders, directors, management and
employees of all legal act performed on behalf of the corporation in good
faith". See Exhibit A Articles of Incorporation. The company further
indemnify to the fullest extent of the law all the shareholders, directors,
management and employees to the extent they relied on opinion of counsel.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted, it has been informed that in the opinion of the
Securities and Exchange Commission the indemnification is against public policy
as expressed in the Act and is therefore unenforceable

No statute, charter provision, by-law, contract or other arrangement that
insures or indemnifies any controlling person, director or officer of the
Company in their capacity in unless as the statement made above.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

ISSUANCE EXPENSES
- ------------------

A) INVESTIGATION EXPENSES:
These expenses have been paid by the Issuer to several research companies who
have provided information on the economic and political situation in the
United States of America,, European Community. and Asia and general market
trends Total=US$ 3,500.00

B) REGISTRATION EXPENSES:
These are expenses incurred in the preparation of documents that must be
presented to the Securities and Exchange Commission (SEC) and include
registration tax, notarial fees, sealed paper, stamps, authentication, courier,
etc. Total = US$ 2,975.00

C) LEGAL EXPENSES:
These are expenses paid by the Issuer to a law firm for professional fees
related to the Issuer's incorporation and registration, amendments to its
charter, consultations, opinions and fees for registering the securities
offering with the Securities and Exchange Commission (SEC).
Total = US$ 30,000.00

D) PRINTING EXPENSES:
These expenses are incurred by the Issuer in printing a specified number of
information prospectus to be distributed among prospective investors. Total
= US$ 1,500.00

E) PUBLICITY EXPENSE:
These are expenses incurred by the Issuer for advertisements placed in various
means of information, such as newspapers, magazines, mail, etc. Total = US$
5,000.00

F) ACCOUNTING EXPENSES:
These expenses were paid by the Issuer to a firm of certified public accountants
for the analysis of the financial statements of Participants and for the
preparation of financial statements and other documents related to the
securities offering. Total = US$1,000.00

G) TRAVEL EXPENSES:
These expenses are incurred by the Issuer and include airfare, hotels, lodging,
communications, transportation of documents, etc. Total = US$ 2,500.00

30
<PAGE>
H) OTHER EXPENSES:
In addition to the expenses identified above, the Issuer has incurred, and will
continue to incur, substantial additional expenses for subsidizing the
distributors' sales efforts.
Total = US$1,500.00

I) ADMINISTRATIVE EXPENSE : These expenses are incurred by the Issuer and
include office, telephone and staffing US$2,025.00

J) TOTAL EXPENSES:
All expenses incurred by the Issuer in registration of the securities
offering amount to: GRAND TOTAL = US$ 50,000.00
--------------

RECENT SALES OF UNREGISTERED SECURITIES

Except the common equity of the company sold to Executive Business Service
(200,000,000) shares and Upperace Enterprise, Inc. (200,000,000) shares and
Hobert T. Douglas (5,000) share at the formation of the company, no recent sale
of any of the companies securities has be made.

THE FOLLOWING HAVE BE INCORPORATED AS EXHIBITS:

OTHER ADDITIONAL EXHIBIT

APPENDIX A Indenture Agreement and accompanying documents

31
<PAGE>
EXHIBITS BEGIN ON FOLLOWING PAGE

EXHIBIT 1.
- -----------
UNDERWRITING AGREEMENT : NOT APPLICABLE
This Bond was Internally Underwritten, so no underwriting agreement is
required See EXHIBIT D Resolution to appoint Distributing, Placing and
Management Agent and acceptance letter form agent

EXHIBIT 2.
- -----------
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION.
SEE "USE OF PROCEED"

The Company has no plan of acquisition of any type but, Upon successful
placement of this bond, the Company intends to acquire equity interest in a
Federal Reserve Member Bank, who's main objective will be specialized
private and international banking, trust and investment banking and specialized
lending services, But as of the date of this prospectus no particular
commitment or particular entity has be located by the company.

32
<PAGE>
EXHIBIT 3. INSTRUMENT DEFINING THE RIGHTS OF SECURITY HOLDERS
- -----------

DESCRIPTION OF SECURITIES
THE BONDS:

ADDITIONAL INFORMATION FOR BOND OFFER

C) To date, there is no procedure to change or modify the rights of
bondholders, nor is one contemplated in the long run.

33
<PAGE>
DETAILED DESCRIPTION OF THE RIGHT AND OBLIGATIONS OF BONDHOLDER
- -----------------------------------------------------------------------

C) The bonds shall have a duration of twenty-five (25) years and shall be fully
redeemed on maturity.

The interest will be paid semi-annually in arrears by the Borrowers to the
Paying Agent for benefit of the Company , who will then make interest payments
annually in arrears to the Bondholders.

I) To date, there are no provisions to allow or restrict the issuance of
additional securities, to approve additional indebtedness, to modify the terms
of issuance or other similar provisions.

K) Interest shall be due and payable on the 15th of April of each year until
maturity.

FOR :INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC., President

34
<PAGE>
EXHIBITS 4 Opinion re Legality
- -----------

HOBERT T. DOUGLAS II & ASSOCIATES
ATTORNEY AT LAW
2529 Lancaster Ave.
Fort Worth, TX 76103
817-531-3595

To whom it may concern:

RE: INTERCONTINENTAL & INVESTMENT FUND INC. CORPORATE BOND SERIES 1,
FLOATING RATE NOTES 1999-2024

In our opinion, the securities referenced above are legal securities and the
corporation meets the requirement to issue said securities. and it is also our
opinion based on the information provided by Intercontinental & Investment
Fund Inc., that the corporation intends to issue and deliver the securities to
the investors when sold

It is also our opinion that the securities as per the documents provided by
Intercontinental & Investment Fund Inc. through the resolution issued by the
board of directors that the securities when issued is a binding obligation of
the company

It is also our finding , that Intercontinental & Investment Fund Inc. is a
Texas Corporation and in good standing with the Secretary of State of the State
of Texas as of the date of this registration statement meet all the
requirement by the state of Texas and federal law to enter into this
transaction and all officer signing on behalf of the corporation are authorized
by the corporation through corporate resolution passed on January 29th, 1999
to enter into this transaction

The corporation has of the date of this opinion is in good standing with the
state of Texas and have the legal right and power to enter into this
transaction.

It is also our opinion, that the corporation has no legal obligation that limit
its ability to enter into this transaction.

Sincerely,

/S/ Hobert T. Douglas
Hobert T. Douglas
Attorney at Law

35
<PAGE>
EXHIBIT 5. OPINION RE TAX MATTERS
- -----------

OPINION RE TAX MATTERS

HOBERT T. DOUGLAS II & ASSOCIATES
HOBERT T. DOUGLAS II, ESQ.
2529 LANCASTER AVE.
FORT WORTH, TX 76103
817-531-3595

TO WHOM IT MAY CONCERN

In our opinion, we are not aware of any tax effect or any material tax matter
or a revenue ruling from the Internal Revenue Service that may have any
material consequences to the instrument being issued under this registration
statement

We advise all investors to seek experts counsel in respect to their individual
tax position

SINCERELY,

/S/ Hobert T. Douglas
Hobert T. Douglas
ATTORNEY AT LAW

36
<PAGE>
EXHIBIT 6 MATERIAL CONTRACT
- ----------
Material Contract NOT APPLICABLE

EXHIBIT 7 CONSENT OF EXPERTS AND COUNSEL
- ----------

Consent of experts and counsel NOT APPLICABLE
No consent of experts and or counsel is required in this registration statement.
See Exhibit 4 "Opinion re legality"
Exhibit 5 "Opinion re tax matter"

EXHIBIT 8 POWER OF ATTORNEY
- ----------
Power of attorney NOT APPLICABLE
See Subscription Agreement, Signature Page and Power of Attorney

EXHIBIT 9.STATEMENT OF ELIGIBILITY OF TRUSTEE
- -----------
Statement of eligibility of trustee: See Indenture Agreement and
accompanying documents labeled Appendix A
-----------

EXHIBIT 10.
- ------------
Invitation for competitive bids NOT APPLICABLE
See "Selling security Holder" Cash Sales in the prospectus

37
<PAGE>
EXHIBIT A. ARTICLES OF INCORPORATION
- -----------

ARTICLES OF INCORPORATION OF INTERCONTINENTAL CAPITAL & INVESTMENT FUND
INC.
The undersigned natural person of the age of eighteen (18) years or more acting
as incorporator of a corporation under the Business Corporation Act, hereby
adopts the following Articles of Incorporation:

ARTICLE ONE: The name of the corporation is: INTERCONTINENTAL CAPITAL &
INVESTMENT FUND INC.

ARTICLE TWO: The period of its duration is perpetual.

ARTICLE THREE: This is a close corporation

ARTICLE FOUR: The purpose for which the corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act., including but not
limited to (a) To negotiate loans of every description,; ( b) To deal in
assay and refine precious metal ; (c) To carry on the business as capitalists
and financiers; (d) To deal in export and import of all products and service;
(e) To transact on commission the general business of land agent; (f) To
contract for public or private loan and to negotiate and issue the same (g) To
act as executor and trustee of wills, settlement and trust deed of all kinds
(h) To enter into joint ventures and co-venture with business enterprise for
profit (i) To invest money is such manner as may from time to time be thought
proper (j) To negotiate or pay in advance coupons and interest on public loan
or securities (k) To carry on the business of discounting, dealing in exchange,
in species and securities; (1) To re-issue any stock or share or other
securities with or without the guarantees of the company; (m) To finance or
assist in financing the sales of good articles or commodities of all and every
kind; (n) To advance and lend money on real, persona; and mixed securities, on
cash, credit, or other account; (o) To enter into arrangement with companies,
firms and person for promoting business of all legal kind; (p) To act as agent
for any government and other authority, and for public and private bodies and
person ; (q) To acquire for cash or credit personal or real properties, business
enterprise, securities and all asset of value; (r) To act as agent for sale and
purchase of any stock, share or securities or any other monetary or mercantile ;
(s) To carry on any other business of similar nature or any business which may
in the opinion of the Directors be conveniently carried on by this company.) To
act as managers or to direct the management of state domains, of the property
and estates of communes, corporation, foundation, or private person;; (t) To
carry on the business of Investment company, to carry on the business of
holding company and to carry on the business of lending (u) To guarantee the
payment or performance of any debt, contract or obligation or become security
for any person company;; (v) To insure or guarantee the payment of advances,
credit, bill of exchange and other commercial obligation or commitment of every
description; (w) To buy, make advance on, sell all descriptions of freehold,
leasehold, or other properties, and all description of produce or merchandise,
and stock share, bond, mortgages, debentures, or obligations; (x) To promote,
effect, insure, guarantee, underwrite, participate in manage, and carry out any
issue, public or private, of state, municipal or other loans or of share, stock,
debenture, debenture stock of any company, corporation or association and to
lend money for the purpose of any such issue; (y) To borrow or raise money by
the issue of debenture, debenture stock (perpetual or terminable), bond,
mortgages, or any other securities, founded or based upon all or any of the
property and right of the company, including its uncalled capital, or without
any such security and upon such terms as to priority or other vise, as the
company shall think fit. ; (z) To deal in transaction of any and all lawful
business for which corporations may be incorporated under the Texas Business
Corporation Act.

ARTICLE FIVE : The aggregate number of shares which the corporation shall nave
authority to issue is FIVE HUNDRED MILLION (500,000,000) shares common stock at
no par value. ONE HUNDRED MILLION (100,000,000 shares of Class A Preferred
Stock and ONE HUNDRED MILLION (100,000,000) shares of Class B Preferred Stock

ARTICLE SIX : The corporation will not commence business until it has received
for the issuance of shares consideration of the value of One Thousand Dollars
($1000.00) consisting of money, labor done or property actually received.

ARTICLE SEVEN: The address of its initial registered office is P. O. Box
15155, Fort Worth, TX 76119, and the name of its initial registered agent at
such address is Boniface Suleman Odiodio .

ARTICLE EIGHT: The number of directors constituting the initial board of
directors is three (3), and the names and addresses of
the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:
Boniface Suleman Odiodio, P. O. Box 15155 , Fort Worth, Texas 76119, Tel
817-534-7305
David M. Swanner, Jr., P. O. Box 15155, Fort Worth, Texas 76119, Tel
817-534-7305
Jermyn Chan, P. O. Box 15155, Fort Worth, Texas 76119, Tel 817-534-7305

38
<PAGE>
ARTICLE NINE
The Corporation indemnity the Shareholder, Directors, Management and
Employees of all legal act performed on behalf of the corporation in good
faith.
ARTICLE TEN : The name and address of the incorporator is:

/S/ Boniface Suleman Odiodio
- ----------------------------------------------------------------
Boniface Suleman Odiodio
P. O. Box 15155, Fort Worth,
TX 76119

39
<PAGE>
EXHIBIT B OTHER FINANCIAL DATA AND PROJECTIONS

OTHER FINANCIAL DATA & PROJECTION

the following factors were assumed:

ASSUMPTIONS

Gross offering is $5,000,000.00, Interest Paid to Bondholder 6.75%, Interest
Paid by Borrowers 8.75%, Loan Service Fee was estimated at $10,000.00 per year,
Insurance was estimated at $8,500.00 per year, Administrative fee was estimated
at $25,000.00 per year , Management fees was estimated at $10,000.00, Income tax
was estimated at 3.5% per year, Interest earned on invested funds was estimated
at 10% per year. Sinking fund I is based on a deposit of 17.5% of gross
offering and Sinking Fund II is based on the deposit of 22% of gross

Interest income is obtained by gross offering multiply by interest paid by
borrower ($5,000,000.00@ 8.75%)

Interest Expense is obtained by gross offering multiply by interest paid to
bondholder ($5,000,000.00@ 6.75%)

Net to Issuer is obtain by interest income less loan service fee, less interest
expense, less insurance equal net to issuer. {($5,000,000.00@ 8.75) -10,000.00 -
(5,000,000.00@ 6.75) -8,500.00} US Treasury Strip bonds

Sinking fund I is based on a deposit of 17.5% of gross offering (5,000,000.00
@17.5%) US Treasury Strip bonds

Sinking Fund II is based on the deposit of 22% of gross offering (5,000,000.00
@22%) US Treasury Strip bonds

Net interest income (Net to issuer) is obtain by interest income less loan
service fee, less interest expense, less insurance equal net to issuer.
{($5,000,000.00@ 8.75) -10,000.00 - (5,000,000.00@ 6.75) -8,500.00} US Treasury
Strip bonds

Interested Earned on invested funds is based on 10% of net interest income (net
to issuer)

Gross cash flow is obtained by net interest income plus interest earned on
invested funds

Net cash flow is obtained by Gross cash flow less Administrative fee estimated
at $25,000.00 per year , Management fees estimated at $10,000.00, and Tax
estimated at 3.5% per year.

Risk Factor of other financial date and projections:
1. Estimate are not actual
2. Expense may increase
3. Market conditions may change without notice
4. Rates may change without notice
5. No assurance that the projections will be attained
6. Sinking fund may fall short of projections
7. See "RISK FACTORS" above
All investors are advised to seek professional consultation before investing

40
<PAGE>
<TABLE>
<CAPTION>
BORROWERS GROSS GENERL SINKING SINKING INSURANCE NET TO
PROCEED UNDERWRITING FUND I FUND II GUARANTY THE
FEES PRINCIPAL INTEREST COMPANY
<S> <C> <C> <C> <C> <C> <C>
None. . . . . $5,000,000.00 $ 225,000.00 $925,000.00 $1,100,000.00 $250,000.00 $2,500,000.00

By percentage 100.00% 4.50% 18.50% 22.00% 5.00% 50.00%

</TABLE>

40-i
<PAGE>
<TABLE>
<CAPTION>
Interest Loan Sale of Interest Insurance Sinking Fund I
Year Income Service Issuer's Expense on Expense on Net to Market Value
Year Ending From Notes Expenses Pref. Stock Bond Bond Issuer $925,000.00
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 . . 04-15-00 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,088,000.00
2 . . 04-15-01 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,251,000.00
3 . . 04-15-02 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,414,000.00
4 . . 04-15-03 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,577,000.00
5 . . 04-15-04 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,740,000.00
6 . . 04-15-05 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 1,903,000.00
7 . . 04-15-06 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,066,000.00
8 . . 04-15-07 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,229,000.00
9 . . 04-15-08 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,392,000.00
10. . 04-15-09 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,555,000.00
11. . 04-15-10 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,718,000.00
12. . 04-15-11 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 2,881,000.00
13. . 04-15-12 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,044,000.00
14. . 04-15-13 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,207,000.00
15. . 04-15-14 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,370,000.00
16. . 04-15-15 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,533,000.00
17. . 04-15-16 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,696,000.00
18. . 04-15-17 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 3,859,000.00
19. . 04-15-18 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,022,000.00
20. . 04-15-19 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,185,000.00
21. . 04-15-20 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,348,000.00
22. . 04-15-21 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,511,000.00
23. . 04-15-22 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,674,000.00
24. . 04-15-23 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 4,837,000.00
25. . 04-15-24 $ 437,500.00 $ 10,000.00 $ 0.00 $ 337,500.00 $ 8,500.00 $ 81,500.00 $ 5,000,000.00

Total $10,937,500.00 $250,000.00 $ 0.00 $8,437,500.00 $212,500.00 $2,037,500.00 $ 5,000,000.00

Sinking Fund II
Market Value
Year $1,100,000.00
<S> <C>
1 . . $ 1,393,500.00
2 . . $ 1,687,000.00
3 . . $ 1,980,500.00
4 . . $ 2,274,000.00
5 . . $ 2,567,500.00
6 . . $ 2,861,000.00
7 . . $ 3,154,500.00
8 . . $ 3,448,000.00
9 . . $ 3,741,500.00
10. . $ 4,035,000.00
11. . $ 4,328,500.00
12. . $ 4,622,000.00
13. . $ 4,915,500.00
14. . $ 5,209,000.00
15. . $ 5,502,500.00
16. . $ 5,796,000.00
17. . $ 6,089,500.00
18. . $ 6,383,000.00
19. . $ 6,676,500.00
20. . $ 6,970,000.00
21. . $ 7,263,500.00
22. . $ 7,557,000.00
23. . $ 7,850,500.00
24. . $ 8,144,000.00
25. . $ 8,437,500.00

Total $ 8,437,500.00
</TABLE>

40-ii
<PAGE>
<TABLE>
<CAPTION>
Net Interest Proceed Gross Admin /
Year Interest Earned on from Cash General Management Income
Year Ending Income Invested Funds Pref. Stock Flow Expenses Fees Tax
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 . . 04-15-00 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
2 . . 04-15-01 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
3 . . 04-15-02 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
4 . . 04-15-03 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
5 . . 04-15-04 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
6 . . 04-15-05 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
7 . . 04-15-06 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
8 . . 04-15-07 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
9 . . 04-15-08 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
10. . 04-15-09 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
11. . 04-15-10 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
12. . 04-15-11 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
13. . 04-15-12 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
14. . 04-15-13 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
15. . 04-14-14 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
16. . 04-15-15 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
17. . 04-15-16 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
18. . 04-15-17 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
19. . 04-15-18 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
20. . 04-15-19 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
21. . 04-15-20 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
22. . 12-31-21 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
23. . 04-15-22 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
24. . 04-15-23 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00
25. . 04-15-24 $ 81,500.00 $ 8,150.00 $ 0.00 $ 89,650.00 $ 25,000.00 $ 10,000.00 $ 3,500.00

Total $2,037,500.00 $ 203,750.00 $ 0.00 $2,241,250.00 $625,000.00 $250,000.00 $87,500.00

Net Cash Flow Transferred Cumulative Unrestricted Cumulative Cumulative
Dividend after expenses to reserve Reserve Net Unrestricted Re-invested
Year on Pref. Stock and Dividend funds Fund Cash Flow Cash Flow Cash Balance
<S> <C> <C> <C> <C> <C> <C> <C>
1 . . $ 0.00 $ 51,150.00 $ 30,690.00 $ 30,690.00 $ 20,460.00 $ 20,460.00 $ 51,150.00
2 . . $ 0.00 $ 51,150.00 $ 30,690.00 $ 61,380.00 $ 20,460.00 $ 40,920.00 $ 102,300.00
3 . . $ 0.00 $ 51,150.00 $ 30,690.00 $ 92,070.00 $ 20,460.00 $ 61,380.00 $ 153,450.00
4 . . $ 0.00 $ 51,150.00 $ 30,690.00 $122,760.00 $ 20,460.00 $ 81,840.00 $ 204,600.00
5 . . $ 0.00 $ 51,150.00 $ 30,690.00 $153,450.00 $ 20,460.00 $ 102,300.00 $ 255,750.00
6 . . $ 0.00 $ 51,150.00 $ 30,690.00 $184,140.00 $ 20,460.00 $ 122,760.00 $ 306,900.00
7 . . $ 0.00 $ 51,150.00 $ 30,690.00 $214,830.00 $ 20,460.00 $ 143,220.00 $ 358,050.00
8 . . $ 0.00 $ 51,150.00 $ 30,690.00 $245,520.00 $ 20,460.00 $ 163,680.00 $ 409,200.00
9 . . $ 0.00 $ 51,150.00 $ 30,690.00 $276,210.00 $ 20,460.00 $ 184,140.00 $ 460,350.00
10. . $ 0.00 $ 51,150.00 $ 30,690.00 $306,900.00 $ 20,460.00 $ 204,600.00 $ 511,500.00
11. . $ 0.00 $ 51,150.00 $ 30,690.00 $337,590.00 $ 20,460.00 $ 225,060.00 $ 562,650.00
12. . $ 0.00 $ 51,150.00 $ 30,690.00 $368,280.00 $ 20,460.00 $ 245,520.00 $ 613,800.00
13. . $ 0.00 $ 51,150.00 $ 30,690.00 $398,970.00 $ 20,460.00 $ 265,980.00 $ 664,950.00
14. . $ 0.00 $ 51,150.00 $ 30,690.00 $429,660.00 $ 20,460.00 $ 286,440.00 $ 716,100.00
15. . $ 0.00 $ 51,150.00 $ 30,690.00 $460,350.00 $ 20,460.00 $ 306,900.00 $ 767,250.00
16. . $ 0.00 $ 51,150.00 $ 30,690.00 $491,040.00 $ 20,460.00 $ 327,360.00 $ 818,400.00
17. . $ 0.00 $ 51,150.00 $ 30,690.00 $521,730.00 $ 20,460.00 $ 347,820.00 $ 869,550.00
18. . $ 0.00 $ 51,150.00 $ 30,690.00 $552,420.00 $ 20,460.00 $ 368,280.00 $ 920,700.00
19. . $ 0.00 $ 51,150.00 $ 30,690.00 $583,110.00 $ 20,460.00 $ 388,740.00 $ 971,850.00
20. . $ 0.00 $ 51,150.00 $ 30,690.00 $613,800.00 $ 20,460.00 $ 409,200.00 $1,023,000.00
21. . $ 0.00 $ 51,150.00 $ 30,690.00 $644,490.00 $ 20,460.00 $ 429,660.00 $1,074,150.00
22. . $ 0.00 $ 51,150.00 $ 30,690.00 $675,180.00 $ 20,460.00 $ 450,120.00 $1,125,300.00
23. . $ 0.00 $ 51,150.00 $ 30,690.00 $705,870.00 $ 20,460.00 $ 470,580.00 $1,176,450.00
24. . $ 0.00 $ 51,150.00 $ 30,690.00 $736,560.00 $ 20,460.00 $ 491,040.00 $1,227,600.00
25. . $ 0.00 $ 51,150.00 $ 30,690.00 $767,250.00 $ 20,460.00 $ 511,500.00 $1,278,750.00

Total $ 0.00 $ 1,278,750.00 $ 767,250.00 $767,250.00 $ 511,500.00 $ 511,500.00 $1,278,750.00
</TABLE>

40-iii
<PAGE>
EXHIBIT C OTHER GENERAL INFORMATION

FOR INFORMATION ONLY

SECURITIES BANKERS
ADDISON SECURITIES, INC.
3305 Northland Drive , Suite 406
Austin, TX 78731
512-406-3352

ACCOUNTANT
MARY ELAINE MAYER
CERTIFIED PUBLIC ACCOUNTANT
5601 Bridge Street, Suite 490
Fort Worth, TX 76102
817-429-0861

LEGAL ADVISERS
HOBERT T. DOUGLAS II & ASSOCIATES
HOBERT T. DOUGLAS II, ESQ.
2529 LANCASTER AVE.
FORT WORTH, TX 76103
817-531-3595

INDENTURE TRUSTEE
NEVADA FIRST HOLDING INC.
Corporate Trust Department
5130 Pecos Drive Suite 2C
Las Vegas, NV 89120
702-320-5315

41
<PAGE>
EXHIBIT D RESOLUTION TO APPOINT DISTRIBUTING / PLACING AND MANAGEMENT AGENT
AND ACCEPTANCE LETTER

MINUTES OF DIRECTORS

Friday April 23, 1999

THE BOARD OF DIRECTOR OF INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.,
HAVE HERENOW APPOINT EXECUTIVE BUSINESS SERVICES A TEXAS PARTNERSHIP AS THE
PLACEMENT, MANAGEMENT AND DISTRIBUTING MANAGER OF OUR CORPORATE BOND SERIES
1, FLOATING RATE NOTES 1999-2024. AND WITH POWER TO APPOINT ANY BROKER/DEALER
AS NEEDED. AS COMMISSION AND MANAGEMENT FEE , WE WILL PAY 4.5% COMMISSION ON
ALL BOND SOLD ON OUR BEHALF.

/s/ David M. Swanner Jr.
_______________________________________
INTERCONTINENTAL CAPITAL &
INVESTMENT FUND, INC., SECRETARY
P. O. Box 15155, Fort Worth, TX 76119
Charter # 01507389

42
<PAGE>
EXHIBIT D RESOLUTION TO APPOINT DISTRIBUTING / PLACING AND MANAGEMENT AGENT
AND ACCEPTANCE LETTER

EXECUTIVE BUSINESS SERVICE
4528 PECOS STREET
FORT WORTH, TX 76119
TELEPHONE 817-534-7305 FAX 817-534-7803
E-MAIL [email protected]
---------------------
WEB SITE WWW.EBS100.COM
--------------

Friday April 23, 1999

The Board of Directors
INTERCONTINENTAL CAPITAL &
INVESTMENT FUND, INC., SECRETARY
P. O. Box 15155,
Fort Worth,
TX 76119

Please accept this as our official letter of acceptance of the duties of the
PLACEMENT, MANAGEMENT AND DISTRIBUTING MANAGER of your Corporate Bond Series 1
Floating Rate Notes 1999-2024 $5,000,000.00. We will perform this duties to
the best of our ability and retain any and all professional services that will
be required in performing our duties. We further agree to the fee of 4.5% for
said services

Sincerely,

For Executive Business Service

/s/ Laverne Suleman
Laverne Suleman
Operations Manager

43
<PAGE>
EXHIBIT E DIRECTORS MEETING TO ISSUE THE CORPORATE BOND SERIES 1 FLOATING RATE
1999 - 2024

MINUTES OF DIRECTORS' MEETINGS

INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.

The Board of Directors of INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
held a regular meeting at the following time, date and place:
Time: 10.00 AM , Date: Friday April 23,1999 Place: FORT WORTH,
TEXAS

The following individuals, constituting the entire membership of the Board of
directors, were present at the meeting:
MR BONIFACE SULEMAN ODIODIO, MR. JERMYN CHAN, AND MR DAVID M. SWANNER.

The Corporation's President, chaired the meeting, and David M. Swanner, the
Corporation's Secretary, served as Secretary of the meeting. The Secretary
read a waiver of notice of the meeting that was signed by all of the directors
and was directed to attach the waiver of notice to the minutes of the meeting.
The Chairman announced that a quorum of the directors was present and that the
meeting could proceed with business.

The Secretary distributed copies of the minutes of the previous regular meeting
of the directors that had been held on 30th of Sept. 1998, and upon a duly made
and seconded motion, the minutes of the aforesaid previous regular meeting were
approved.

Next, the Board heard the report of the Corporation's President, and was
advised that as of the close of business on the 28th, day of February, 1999,
the Corporation had net profits of Zero Dollars and the Assets value $50,000.00
and no Liabilities.

Upon a motion duly made and seconded and unanimously carried It was then
RESOLVED, that a $5,000,000.00 Bond at $1,000.00 each for total of 5,000 bonds
be issued to the public as per instrument attached to this minutes , and it is
FURTHER RESOLVED, that the President is hereby directed to perform all act to
issue said instrument and the Treasurer is hereby directed to pay the expense
for the issuance of the instrument on behalf of the corporation, and it is
FURTHER RESOLVED, that the Bond once issued will be a binding obligation of
this corporation.
FURTHER RESOLVED, that the corporation indemnify the any and all agents,
attorneys, accountant, officers, employees, directors and shareholders for any
act performed in good faith on behalf of the corporation in the issuance of the
$5,000,000.00 corporate Bond.

Upon a motion duly made and seconded and unanimously carried, it was
RESOLVED, that the salary of the President and all vice President of the
Corporation is to be $50,000.00 Dollars each per year, and that term for which
his or her employment shall continue under this resolution shall be one year.
Next, upon the conclusion of the vote on the above-described resolution, the
President and chairman presented to the meeting an Indenture Agreement

Next, the Board considered the proposed agreement for the Indenture Agreement,
that had been negotiated by the President, and it was

44
<PAGE>
RESOLVED, that The Corporation should accept the proposed agreement once dated
and accepted by the Indenture Trustee a copy of which is attached to the
minutes of this meeting, and by this Resolution directs the President to
execute the aforesaid agreement. As no other business was before the meeting,
a duly made and seconded motion to adjourn was carried.

/s/ David M. Swanner Jr.
_________________________________________________________________
INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC., Secretary

45
<PAGE>
UNDERTAKINGS.

We the undersigned registrant hereby undertakes to file during any period in
which offer or sales are made, a post effective amendment to this registration
statement and include any material information with respect to any material
change to any information in this registration statement.

We have provided information and documents as required under section 310 of
the Trust Indenture act of 1939 so as the commission may determine the
eligible to act as trustee. see: "Statement of Eligibility of Trustee" We
the undersigned registrant hereby further undertakes to provide any
additional information that the commission may seek to determine the
eligibility of the trustee under indentures for securities to be issued.

THIS PUBLIC SECURITIES OFFER IS REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION (SEC) AND ITS AMENDMENTS AND REGULATIONS. THEREFORE, ANY ADDITIONAL
INFORMATION THE ISSUER IS OBLIGATED TO PROVIDE SAID COMMISSION WILL BE
AVAILABLE FOR PUBLIC EXAMINATION AT THE OFFICES OF THE SECURITIES AND EXCHANGE
COMMISSION (SEC).

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth., State of Texas
on May 1st, 1999

INTERCONTINENTAL CAPITAL & INVESTMENT FUND INC.
(Registrant)

By /s/ Boniface Suleman Odiodio
___________________________________
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Boniface Suleman Odiodio
_______________________________________
(Name)
/s/ Boniface Suleman Odiodio
_______________________________________
(Signature)
President
_______________________________________
(Title)
May 1, 1999
_______________________________________
(Date)

46
<PAGE>

Appendix A
----------
Trust Indenture Agreement
-------------------------

47
<PAGE>
NAVADA FIRST HOLDINGS INC
An Incorporation & Consulting Firm
5130 S. Pecos Road Suite 2C
Las Vegas, Nevada 89120
Tel. (702) 320-5315, Fax (802) 320-5320
E-mail [email protected]
--------------------
Web site WWW.travelersgroup.com
----------------------

PRIVATE AND CONFIRDENTIAL

April 29, 1999

Mr. Boniface Suleman
President
Intercontinental Capital & Investment fund, Inc.
4528 Pecos St.
Fort Worth, TX 76119

RE: Trustee for Indenture Agreement

Dear Mr. Suleman:

Please find the enclosed Indenture agreement signed and notarized, we have
prepared and enclosed a statement of financial conditions, let us know if this
is acceptable, for this qualify us as trustee under section 12.09 "Variable
provisions" of the Trust Indenture Agreement as required by the minimum capital
required by TIA section 310(a)(2)

Our Agreement is that upon funding of this Indenture, a deposit of $10,000.00
will be required for the continued activity of the trustee, An initial
accounting will be provided upon the completion of the first phase of this
project.

Please confirm receipt.

RESPECTFULLY

/s/ WAYNE A. MCMINIMENT
WAYNE A. MCMINIMENT
GENERAL MANAGER

<PAGE>
NAVADA FIRST HOLDINGS INC
An Incorporation & Consulting Firm
5130 S. Pecos Road Suite 2C
Las Vegas, Nevada 89120
Tel. (702) 320-5315, Fax (802) 320-5320
E-mail [email protected]
--------------------
Web site WWW.travelersgroup.com
----------------------

April 29, 1999

Intercontinental Capital & Investment fund, Inc.

RE: Trustee for Indenture Agreement

To Whom it may concern

The following is a current financial statement for Nevada First Holding, Inc.

<TABLE>
<CAPTION>
<S> <C>
Asset

Cash in Accounts . . . . . . . . . . . . $ 15.230.12
Real Estate. . . . . . . . . . . . . . . $ 0
Investment Stock & Bonds . . . . . . . . $ 0
Building & Equipment . . . . . . . . . . $ 78,200.00
Receivable . . . . . . . . . . . . . . . $ 36.453.00
Other Assets Mortgages. . . . . . . . $113,887.15
Corporations . $ 24,500.00

Total Assets. . . . . . . . . . . . . . . . $268,500.00

Liabilities & Stock Holders Equities

Accounts Payable (short Term). . . . . . $ 4,753.00
Notes Payable (Long Term). . . . . . . . $ 57,321.15

Total Liabilities. . . . . . . . . . . . . . $ 62,074.15

Stock Holder's Equities

Stock paid in. . . . . . . . . . . . . . $ 0
Paid in capital. . . . . . . . . . . . . $206,196.12

Total Liabilities & Stock Holders Equities. $268,500.00
</TABLE>

/s/ Wayne A. McMiniment
Wayne A. McMiniment
General Manager

<PAGE>
THE TRUST INDENTURE AGREEMENT

INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC.
AND
NEVADA FIRST HOLDINGS INC
TRUSTEE
DATED AS OF APRIL 15, 1999
$5,000,000.00
CORPORATE BOND SERIES 1, FLOATING RATE NOTES 1999-2024

INDENTURE dated as of April 15th, 1999, between INTERCONTINENTAL CAPITAL &
INVESTMENT FUND, INC., a Texas corporation ("Company"), and NEVADA FIRST HOLDING
INC., ("Trustee").

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's Corporate Bond Series
1, Floating Rate Notes due 2024 ("Securities"):

ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION;
APPLICABILITY OF THE TRUST INDENTURE ACT

SECTION 1.01 DEFINITIONS

"Affiliate" Any Person controlling or controlled by or under common control with
the Company. "Control" for this definition means the power to direct the
management and policies of a Person, directly or indirectly, whether through the
ownership of voting securities, by contract, or otherwise. The terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Agent" Any Registrar, Transfer Agent, Paying Agent or Conversion Agent.

"Board" The Board of Directors of the Company or any officer or committee
thereof authorized to act for such Board.

"Business Day" A day that is not a Legal Holiday.

"Company" The party named as such above until a successor which duly assumes the
obligations upon the Securities and under the Indenture replaces it and
thereafter means the successor.

"Debt" means, with respect to any Person, (i) any obligation of such Person to
pay the principal of, premium of, if any, interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness, and any other liability, contingent or otherwise, of such Person
(A) for borrowed money (including instances where the recourse of the lender is
to the whole of the assets of such Person or to a portion thereof), (B)
evidenced by a note, debenture or similar instrument (including a purchase money
obligation) including securities, (C) for any letter of credit or performance
bond in favor of such Person, or (D) for the payment of money relating to a
capitalized lease obligation; (ii) any liability of others of the kind described
in the preceding clause (i), which the Person has guaranteed or which is
otherwise its legal liability; (iii) any obligation secured by a lien to which
the property or assets of such Person are subject, whether or not the
obligations secured thereby shall have been assumed by or shall otherwise be
such Person's legal liability; and (iv) any and all deferrals, renewals,
extensions and refunding of, or amendments, modifications or supplements to, any
liability of the kind described in any of the preceding clauses (i), (ii) or
(iii).

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"Default" Any event which is, or after notice or passage of time would be, an
Event of Default.

"Exchange Act" The Securities Exchange Act of 1934, as amended.

"Holder" or "Security holder" A Person in whose name a Security is registered.

"Indenture" This Indenture as amended from time to time, including the terms of
the Securities and any amendments.

"Officers' Certificate" A certificate signed by two Officers, one of whom must
be the President, the Treasurer or a Vice President of the Company. See Sections
12.03 and 12.04.

"Opinion of Counsel" Written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the
Trustee. See Sections 12.03 and 12.04.

"Person" Any individual, corporation, partnership, joint venture, association,
limited liability company, joint stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof.

"Principal" of a Security means the principal of the Security plus the premium,
if any, on the Security which is due or overdue or is to become due at the
relevant time.

"Representative" The indenture trustee or other trustee, agent or representative
for an issue of Senior Debt.

"SEC" The Securities and Exchange Commission.

"Securities" The Securities described above issued under this Indenture.

"Senior Debt" Debt of the Company, whenever incurred, outstanding at any time
except (i) Debt that by its terms is not senior in right of payment to the
Securities, and (ii) Debt held by the Company or any Affiliate of the Company.

"TIA" The Trust Indenture Act of 1939, as amended, as in effect on the date of
this Indenture, except as provided in Sections 1.04 and 9.03.

"Trust Officer" The Chairman, the President or any other officer or assistant
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters or to whom a matter concerning the Indenture may be referred.

"Trustee" The party named as such above until a successor replaces it and
thereafter means the successor. See also Section 11.14.

"U.S. Government Obligations" Securities that are direct, noncallable,
nonredeemable obligations of, or noncallable, nonredeemable obligations
guaranteed by, the United States of America for the timely payment of which
obligation or guarantee the full faith and credit of the United States of
America is pledged.

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SECTION 1.02 OTHER DEFINITIONS. DEFINED IN TERM SECTION

<TABLE>
<CAPTION>
Term Defined in Section
<S> <C>
"Bankruptcy Law". . . . . . . 6.01
"Cash Equivalents". . . . . . 11.11
"Common Stock". . . . . . . . 10.01
"Conversion Agent". . . . . . 2.03
"Custodian" . . . . . . . . . 6.01
"Defaulted Interest". . . . . 2.13
"Distribution". . . . . . . . 11.14
"Event of Default". . . . . . 6.01
"Junior Securities" . . . . . 11.11
"Legal Holiday" . . . . . . . 12.06
"Officer" . . . . . . . . . . 12.09
"Paying Agent". . . . . . . . 2.03
"Payment Blockage Period" . . 11.14
"Payment Default" . . . . . . 11.03
"Payment Notice". . . . . . . 11.03
"Proceeding". . . . . . . . . 11.14
"Quoted Price". . . . . . . . 10.11
"Registrar" . . . . . . . . . 2.03
"Senior Debt Default Notice". 11.14
"Senior Debt Payment Default" 11.14
"Transfer Agent". . . . . . . 2.03
</TABLE>

SECTION 1.03 RULES OF CONSTRUCTION.

Unless the context otherwise requires:

1. a term defined in Sections 1.01 or 1.02 has the meaning assigned to it
therein, and terms defined in the TIA have the meanings assigned to them in the
TIA;

2. an accounting term not otherwise defined has the meaning assigned to it
in accordance with generally accepted accounting principles in the United
States;

3. "or" is not exclusive;

4. words in the singular include the plural, and words in the plural include
the singular;

5. provisions apply to successive events and transactions;

6. "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision; and

7. "including" means including without limitation.

SECTION 1.04 TRUST INDENTURE ACT.

The provisions of TIA 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly
excluded by this Indenture) are a part of and govern this Indenture. If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
imposed duties shall control. If a provision of the TIA requires or permits a
provision of this Indenture and the TIA provision is amended, then the Indenture
provision shall be automatically amended to like effect.

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ARTICLE 2

THE SECURITIES
--------------

SECTION 2.01 FORM AND DATING.

The Securities and the certificate of authentication shall be substantially in
the form of Exhibit A, which is hereby incorporated in and expressly made a part
of this Indenture. The Securities may have notations, legends or endorsements
required by Section 2.11, law, stock exchange rule, automated quotation system,
agreements to which the Company is subject, or usage. Each Security shall be
dated the date of its authentication.

SECTION 2.02 EXECUTION AND AUTHENTICATION.

Two Officers shall sign the Securities for the Company by manual or facsimile
signature.

If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security is still valid.

A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

The Trustee shall authenticate Securities for original issue up to the amount
stated in paragraph 4 of Exhibit A in accordance with an Officers' Certificate
of the Company. The aggregate principal amount of Securities outstanding at any
time may not exceed that amount except as provided in Section 2.07.

The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

SECTION 2.03 AGENTS.

The Company shall maintain an office or agency where Securities may be
authenticated ("Registrar"), where Securities may be presented for registration
of transfer or for exchange ("Transfer Agent"), where Securities may be
presented for payment ("Paying Agent") and where Securities may be presented for
conversion ("Conversion Agent"). Whenever the Company must issue or deliver
Securities pursuant to this Indenture, the Trustee shall authenticate the
Securities at the Company's request. The Transfer Agent shall keep a register of
the Securities and of their transfer and exchange.

The Company may appoint more than one Registrar, Transfer Agent, Paying Agent or
Conversion Agent. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. If the Company does not appoint
another Registrar, Transfer Agent, Paying Agent, or Conversion Agent, the
Trustee shall act as such.

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SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

On or prior to each due date of the Principal and interest on any Security, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
Principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
will hold in trust for the benefit of Securityholders or the Trustee all money
held by the Paying Agent for the payment of the Principal of or interest on the
Securities and will notify the Trustee of any Default by the Company in making
any such payment. While any such Default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee. If the Company or any Affiliate acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund.

SECTION 2.05 SECURITYHOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders.
If the Trustee is not the Registrar and Transfer Agent, the Company shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders.

SECTION 2.06 TRANSFER AND EXCHANGE.

The Securities shall be issued in registered form and shall be transferable only
upon surrender of a Security for registration of transfer. When a Security is
presented to the Transfer Agent with a request to register a transfer or to
exchange them for an equal principal amount of Securities of other
denominations, the Transfer Agent shall register the transfer or make the
exchange if its requirements for such transactions are met and the Security has
not been redeemed. The Company may charge a reasonable fee for any registration
of transfer or exchange but not for any exchange pursuant to Section 2.10, 3.06,
9.05 or 10.02. All Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture will evidence the same debt and will be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

SECTION 2.07 REPLACEMENT SECURITIES.

If the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company that the
Security has been acquired by a protected purchaser, the Company shall issue a
replacement Security. If required by the Trustee or the Company, an indemnity
bond must be sufficient in the judgment of both to protect the Company, the
Trustee and the Agents from any loss which any of them may suffer if a Security
is replaced. The Company or the Trustee may charge the Holder for its expenses
in replacing a Security. Every replacement Security is an additional obligation
of the Company.

SECTION 2.08 OUTSTANDING SECURITIES.

Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by the Transfer Agent, those delivered to it
for cancellation and those described in this Section as not outstanding. A
Security does not cease to be outstanding because the Company or an Affiliate
holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Company receives proof satisfactory to it that the replaced Security
is held by a protected purchaser.

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

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SECTION 2.09 TREASURY SECURITIES DISREGARDED FOR CERTAIN PURPOSES.

In determining whether the Holders of the required Principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or an Affiliate shall be disregarded and deemed not to be
outstanding, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded.
[Securities so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to deliver any such direction, waiver or consent with respect to
the Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.]

SECTION 2.10 TEMPORARY SECURITIES.

Until definitive Securities are ready for delivery, the Company may use
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall deliver definitive Securities in exchange for temporary Securities.

[SECTION 2.11 GLOBAL SECURITIES.

The Company may issue some or all of the Securities in temporary or permanent
global form. The Company may issue a global Security only to a depository. A
depository may transfer a global Security only to its nominee or to a successor
depository. A global Security shall represent the amount of Securities specified
in the global Security. A global Security may have variations that the
depository requires or that the Company considers appropriate for such a
security.

Beneficial owners of part or all of a global Security are subject to the rules
of the depository as in effect from time to time.

The Company, the Trustee and the Agents shall not be responsible for any acts or
omissions of a depository, for any depository records of beneficial ownership
interests or for any transactions between the depository and beneficial owners.]

SECTION 2.12 CANCELLATION.

The Company at any time may deliver Securities to the Transfer Agent for
cancellation. The Paying Agent and Conversion Agent shall forward to the
Transfer Agent any Securities surrendered to them for payment or conversion. The
Transfer Agent shall cancel all Securities surrendered for registration of
transfer, exchange, payment, conversion or cancellation and shall dispose of
canceled Securities as the Company directs. The Company may not issue new
Securities to replace Securities that it has paid or which have been delivered
to the Transfer Agent for cancellation or that any Securityholder has converted.

SECTION 2.13 DEFAULTED INTEREST.

If the Company Defaults in a payment of interest on the Securities ("Defaulted
Interest") such Defaulted Interest shall cease to be payable to the
Securityholder on the relevant record date and shall be paid by the Company, at
its election, under either (1) or (2) below:

(1) The Company may pay the Defaulted Interest to the Persons which are
Securityholders on a subsequent special record date. The Company shall notify
the Trustee of the amount of Defaulted Interest to be paid and pay over such
amount to the Trustee. The Trustee shall then fix a special record date and at
the Company's expense shall notify Securityholders not less than 10 days prior
to such special record date of the proposed payment, of the special record date,
and of the payment date.

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(2) The Company may make payment of Defaulted Interest in any lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities may be listed or designated for
issuance.

ARTICLE 3

REDEMPTION
----------

SECTION 3.01 NOTICE TO TRUSTEE.

If Securities are to be redeemed, the Company shall notify the Trustee of the
redemption date, the Principal amount of Securities to be redeemed and the
provision of the Securities permitting or requiring the redemption.

The Company may reduce the Principal amount of Securities required to be
redeemed pursuant to Paragraph Six of the Securities if it notifies the Trustee
of the amount of the credit and the basis for it by delivery of an Officers'
Certificate. If the reduction is based on a credit for redeemed or canceled
Securities, or Securities that the Company has not previously delivered to the
Transfer Agent for cancellation, the Company shall deliver such Securities to
the Transfer Agent before the notice of redemption is mailed to Holders.

The Company shall give each notice provided for in this Section at least 50 days
before the redemption date unless a shorter period is satisfactory to the
Trustee. [If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall be not less than 15 days after the date of
notice to the Trustee.]

SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with the requirements, if
any, of any stock exchange on which the Securities are listed and that the
Trustee considers fair and appropriate, which may include selection pro rata or
by lot. The Trustee shall make the selection from Securities outstanding not
previously called for redemption. The Trustee may select for redemption portions
of the Principal of Securities that have denominations larger than $1000.
Securities and portions thereof selected by the Trustee shall be in amounts of
$1000 or whole multiples of $1000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

SECTION 3.03 NOTICE OF REDEMPTION.

At least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;
(2) the redemption price;
(3) the conversion price;
(4) the name and address of the Paying Agent and Conversion Agent;
(5) that convertible Securities called for redemption may be converted at
any time before the close of business on the Business Day immediately preceding
the redemption date;
(6) that Holders who want to convert Securities must satisfy the
requirements for conversion set forth in the Securities;
(7) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;
(8) that, unless the Company Defaults in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on Securities (or portion thereof) called for
redemption ceases to accrue on and after the redemption date; and
(9) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.

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At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at its expense.

SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed, Securities called for redemption become due
and payable on the redemption date at the redemption price. Upon surrender to
the Paying Agent, such Securities shall be paid at the redemption price stated
in the notice, plus accrued interest to the redemption date. Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.

SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

On or before the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or any Affiliate is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which have been delivered by the
Company to the Transfer Agent for cancellation. The Paying Agent shall return to
the Company any money not required for that purpose because of conversion of
Securities.

Unless the Company shall Default in the payment of Securities (and accrued
interest) called for redemption, interest on such Securities shall cease to
accrue after the redemption date. Securities called for redemption shall cease
to be convertible after the close of business on the Business Day immediately
preceding the redemption date, unless the Company shall Default in the payment
of such Securities on the redemption date, in which event the Securities shall
remain convertible until paid (together with accrued interest).

SECTION 3.06 SECURITIES REDEEMED IN PART.

Upon surrender of a Security that is redeemed in part, the Company shall deliver
to the Holder (at the Company's expense) a new Security equal in Principal
amount to the unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS
---------

SECTION 4.01 PAYMENT OF SECURITIES.

The Company shall pay the Principal of and interest on the Securities on the
dates and in the manner provided in the Securities and this Indenture. Principal
and interest shall be considered paid on the date due if the Paying Agent holds
in accordance with this Indenture on that date money sufficient to pay all
Principal and interest then due and the Paying Agent is not prohibited from
paying such money to the Holders on such date pursuant to the terms of this
Indenture.

The Company shall pay interest on overdue Principal at the rate borne by the
Securities; it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.

SECTION 4.02 SEC REPORTS.

The Company shall file with the Trustee within 15 days after it files them with
the SEC copies of the annual reports and of the information, documents, and
other reports which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company will cause any quarterly
and annual reports which it makes available to its stockholders to be mailed to
the Holders. The Company will also comply with the other provisions of TIA
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute notice or constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

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SECTION 4.03 COMPLIANCE CERTIFICATE.

The Company shall deliver to the Trustee, within [105] days after the end of
each fiscal year of the Company, a brief certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company, as to the signer's knowledge of the Company's compliance with
all conditions and covenants contained in this Indenture (determined without
regard to any period of grace or requirement of notice provided herein).

SECTION 4.04 NOTICE OF CERTAIN EVENTS.

The Company shall give prompt written notice to the Trustee and any Paying Agent
of (i) any Proceeding, (ii) any default or event of default, and any cure or
waiver thereof, (iii) any acceleration of any Senior Debt, and (iv) if and when
the Securities are listed on any stock exchange.

ARTICLE 5

SUCCESSORS
----------

SECTION 5.01 WHEN COMPANY MAY MERGE, ETC.

The Company shall not consolidate or merge with or into, or transfer all or
substantially all of its assets to, any Person unless:

(1) either the Company shall be the resulting or surviving entity or such
Person is a corporation organized and existing under the laws of the United
States, a State thereof or the District of Columbia;

(2) if the Company is not the resulting or surviving entity, such Person
assumes by supplemental indenture all the obligations of the Company under the
Securities and this Indenture, except that it need not assume the obligations of
the Company as to conversion of Securities if pursuant to Section 10.17 the
Company or another Person enters into a supplemental indenture obligating it to
deliver securities, cash or other assets upon conversion of Securities; and

(3) immediately before and immediately after the transaction no Default
exists.

The Company shall deliver to the Trustee prior to the proposed transaction an
Officers' Certificate and an Opinion of Counsel, each of which shall state that
such consolidation, merger or transfer and such supplemental indenture comply
with this Article 5 and that all conditions precedent herein provided for
relating to such transaction have been complied with.

SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation or merger, or any transfer of all or substantially all of
the assets of the Company in accordance with Section 5.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture and the
Securities with the same effect as if such successor corporation had been named
as the Company herein and in the Securities.

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ARTICLE 6

DEFAULTS AND REMEDIES
---------------------

SECTION 6.01 EVENTS OF DEFAULT.

An "Event of Default" occurs if:

(1) the Company Defaults in the payment of interest on any Security when the
same becomes due and payable and such Default continues for a period of [30]
days;

(2) the Company Defaults in the payment of the Principal of any Security
when the same becomes due and payable at maturity, upon redemption or otherwise;

(3) the Company fails to comply with any of its other agreements in the
Securities or this Indenture and such failure continues for the period and after
the notice specified below;

(4) the Company pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an
involuntary case,

(D) makes a general assignment for the benefit of its creditors; or

(5) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case,

(B) appoints a Custodian of the Company or for all or substantially all of
its property, or

The foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or
state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

A Default under clause (3) is not an Event of Default until the Trustee or the
Holders of at least 25% in Principal amount of the Securities notify the Company
and the Trustee of the Default and the Company does not cure the Default within
[60] days after receipt of the notice. The notice must specify the Default,
demand that it be remedied to the extent consistent with law, and state that the
notice is a "Notice of Default".

SECTION 6.02 ACCELERATION.

If an Event of Default occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in Principal amount of the Securities by
notice to the Company and the Trustee, may declare the Principal of and accrued
interest on all the Securities to be due and payable. Upon such declaration the
Principal and interest shall be due and payable immediately.

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The Holders of a majority in Principal amount of the Securities by notice to the
Company and the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of Principal or
interest that has become due solely because of the acceleration.

SECTION 6.03 OTHER REMEDIES.

If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of Principal or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04 WAIVER OF PAST DEFAULTS.

The Holders of a majority in Principal amount of the Securities by notice to the
Trustee may waive an existing Default and its consequences except:

(1) a Default in the payment of the Principal of or interest on any
Security;

(2) a Default with respect to a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected; or

(3) a Default under Article 10.

SECTION 6.05 CONTROL BY MAJORITY.

The Holders of a majority in Principal amount of the Securities may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of other Securityholders, or
would involve the Trustee in personal liability [for which the Trustee has not
received a satisfactory indemnity therefor].

SECTION 6.06 LIMITATION ON SUITS.

A Securityholder may pursue a remedy with respect to this Indenture or the
Securities only if:

(1) the Holder gives to the Trustee notice of a continuing Event of Default;

(2) the Holders of at least 25% in Principal amount of the Securities make a
request to the Trustee to pursue the remedy and offers to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

(3) the Trustee either (i) gives to such Holders notice it will not comply
with the request, or (ii) does not comply with the request within [30] days
after receipt of the request and the offer of indemnity; and

(4) the Holders of a majority in Principal amount of the Securities do not
give the Trustee a direction inconsistent with the request prior to the earlier
of the date, if ever, on which the Trustee delivers a notice under Section
6.06(3)(i) or the expiration of the period described in Section 6.06(3)(ii).

A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.

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SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal and interest on the Security, on
or after the respective due dates expressed in the Security, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of the Holder. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
bring suit for the enforcement of the right to convert the Security shall not be
impaired or affected without the consent of the Holder.

Nothing in this Indenture limits or defers the right or ability of Holders to
petition for commencement of a case under applicable Bankruptcy Law to the
extent consistent with such Bankruptcy Law.

SECTION 6.08 PRIORITIES.

If the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to holders of Senior Debt to the extent required by Article 11;

Third: to Securityholders for amounts due and unpaid on the Securities for
Principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for Principal and
interest, respectively; and

Fourth: to the Company.

The Trustee may fix a record date and payment date for any payment to
Securityholders.

SECTION 6.09 UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in Principal amount of the Securities.

SECTION 6.10 PROOF OF CLAIM.

In the event of any Proceeding, the Trustee may immediately file a claim for the
unpaid balance of its Securities in the form required in the Proceeding and
cause the claim to be approved or allowed. Nothing herein contained shall be
deemed to authorize the Trustee or the holders of Senior Debt to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment, or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Debt to vote in respect of the claim of any Securityholder in any
Proceeding.

SECTION 6.11 ACTIONS OF A HOLDER.

For the purpose of providing any consent, waiver or instruction to the Company
or a Trustee, a "Holder" or "Securityholder" shall include a person who provides
to the Company or a Trustee, as the case may be, an affidavit of beneficial
ownership of a Security together with a satisfactory indemnity against any loss,
liability or expense to such party to the extent that it acts upon such
affidavit of beneficial ownership (including any consent, waiver or instructions
given by a Person providing such affidavit and indemnity).

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ARTICLE 7

TRUSTEE
-------

SECTION 7.01 DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set
forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

(1) This paragraph does not limit the effect of paragraph (b) of this
Section.

(2) The Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.05.

(4) The Trustee may refuse to perform any duty or exercise any right or
power which would require it to expend its own funds or risk any liability if it
shall reasonably believe that repayment of such funds or adequate indemnity
against such risk is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to the Trustee
is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

SECTION 7.02 RIGHTS OF TRUSTEE.

(a) The Trustee may rely on any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Certificate or Opinion.

(c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers.

(e) Except in connection with compliance with TIA 310 or 311, the Trustee
shall only be charged with knowledge of Trust Officers.

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SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to TIA 310(b) and 311.

SECTION 7.04 TRUSTEE'S DISCLAIMER.

The Trustee shall have no responsibility for the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities and it shall not be responsible for any
statement in the Securities other than its authentication.

SECTION 7.05 NOTICE OF DEFAULTS.

If a continuing Default is known to the Trustee, the Trustee shall mail to
Securityholders a notice of the Default within 90 days after it occurs. Except
in the case of a Default in payment on any Security, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Securityholders.

SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

If required pursuant to TIA 313(a), within 60 days after the reporting date
stated in Section 12.09, the Trustee shall mail to Securityholders a brief
report dated as of such reporting date that complies with TIA 313(a). The
Trustee also shall comply with TIA 313(b)(2). A copy of each report at the time
of its mailing to Securityholders shall be filed with the SEC and each stock
exchange on which the Securities are listed.

SECTION 7.07 COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable compensation
for its services, including for any Agent capacity in which it acts. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and out-of- pocket expenses of the
Trustee's agents and counsel.

The Company shall indemnify the Trustee against any loss, liability or expense
incurred by it. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, not unreasonably to be
withheld.

The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through gross negligence or bad faith.

To secure the Company's payment obligations in this Section, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay Principal and interest on
particular Securities.

Without prejudice to its rights hereunder, when the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(4) or (5)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

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SECTION 7.08 REPLACEMENT OF TRUSTEE.

A resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

The Trustee may resign by so notifying the Company. The Holders of a majority in
Principal amount of the Securities may remove the Trustee by so notifying the
Trustee and the Company. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or public officer takes charge of the Trustee or its property; or

(3) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or, subject to
Section 6.09, any Securityholder may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Within one year after a successor
Trustee appointed by the Company or a court pursuant to this Section 7.08 takes
office, the Holders of a majority in Principal amount of the Securities may
appoint a successor Trustee to replace such successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee, if
such successor corporation is eligible and qualified under Section 7.10.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the requirements of TIA
310(a)(1) and 310(a)(2). The Trustee shall always have a combined capital and
surplus as stated in Section 12.09. The Trustee is subject to TIA 310(b).

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

Upon and so long as the Indenture is qualified under the TIA, the Trustee is
subject to TIA 311(a), excluding any creditor relationship listed in TIA
311(b). A Trustee who has resigned or been removed is subject to TIA 311(a) to
the extent indicated.

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ARTICLE 8

SATISFACTION AND DISCHARGE
--------------------------

SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall cease to be of further effect (except as to any surviving
rights of conversion, registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

(1) either

(a) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.07 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 8.04) have been delivered to the Trustee for
cancellation; or

(b) all such Securities not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their stated maturity within one year,
or

(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company in the
case of (i), (ii), and (iii) above, has deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for Principal and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the stated maturity or redemption date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Holders under Section 4.01, to the Trustee
under Section 7.07, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 8.02 shall survive.

SECTION 8.02 APPLICATION OF TRUST MONEY.

The Trustee or Paying Agent shall hold in trust, for the benefit of the Holders,
all money and U.S. Government Obligations deposited with it pursuant to Section
8.01. It shall apply the deposited money and money from U.S. Government
Obligations in accordance with this Indenture to the payment of the Principal
and interest on the Securities. Money and U.S. Government Obligations so held in
trust (i) are not subject to Article 11, and (ii) are subject to the Trustee's
rights under Section 7.07.

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SECTION 8.03 REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any money or U.S. Obligations
in accordance with Section 8.01 by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 8, until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.01; provided,
however, that if the Company makes any payment of Principal of or interest on
any Security following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent after payment in full
to the Holders.

SECTION 8.04 REPAYMENT TO COMPANY.

The Trustee and Paying Agent shall promptly turn over to the Company upon
request any excess money or U.S. Government Obligations held by them at any
time. All money deposited with the Trustee pursuant to Section 8.01 (and held by
it or a Paying Agent) for the payment of Securities subsequently converted shall
be returned to the Company upon request.

The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for payment of Principal or interest that remains unclaimed for two
years after the right to such money has matured. After payment to the Company,
Securityholders entitled to the money shall look to the Company for payment as
unsecured general creditors unless an abandoned property law designates another
Person.

ARTICLE 9

AMENDMENTS

SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

The Company and the Trustee may amend this Indenture or the Securities without
the consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Sections 5.01 and 10.17; or

(3) to make any change that does not adversely affect the rights of any
Securityholder.

SECTION 9.02 WITH CONSENT OF HOLDERS.

The Company and the Trustee may amend this Indenture or the Securities with the
written consent of the Holders of at least a majority in Principal amount of the
Securities. However, without the consent of each Securityholder affected, an
amendment under this Section may not:

(1) reduce the amount of Securities whose Holders must consent to an
amendment;

(2) reduce the interest on or change the time for payment of interest on any
Security;

(3) reduce the Principal of or change the fixed maturity of any Security;

(4) reduce the premium payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;

(5) make any Security payable in money other than that stated in the
Security;

(6) make any change in Section 6.04, 6.07 or 9.02 (second sentence);

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<PAGE>
(7) make any change that adversely affects the right to convert any
Security; or

(8) make any change in Article 11 that adversely affects the rights of any
Securityholder.

It shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof.

An amendment under this Section may not make any change that adversely affects
the rights under Article 11 of any holder of an issue of Senior Debt unless the
holders of the issue pursuant to its terms consent to the change.

SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to this Indenture or the Securities shall comply with the TIA as
then in effect[, so long as the Indenture and Securities are subject to the
TIA].

SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or take
any such action, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date.

SECTION 9.05 NOTICE OF AMENDMENT; NOTATION ON OR EXCHANGE OF SECURITIES.

After any amendment under this Article becomes effective, the Company shall mail
to Securityholders a notice briefly describing such amendment. The failure to
give such notice to all Securityholders, or any defect therein, shall not impair
or affect the validity of an amendment under this Article. The Company or the
Trustee may place an appropriate notation about an amendment or waiver on any
Security thereafter authenticated. The Company may issue in exchange for
affected Securities new Securities that reflect the amendment or waiver.

SECTION 9.06 TRUSTEE PROTECTED.

The Trustee need not sign any supplemental indenture that adversely affects its
rights.

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ARTICLE 10

CONVERSION
----------

SECTION 10.01 NONCONVERTIBILITY.

The securities are not convertible to the common stock of the Company.

SECTION 10.02 DETACHABLE WARRANTS.

No detachable warrants of any type are attached to the Securities, under this
indenture agreement.

ARTICLE 11

SUBORDINATION
-------------

SECTION 11.01 SECURITIES SUBORDINATED TO SENIOR DEBT.

The rights of Holders to payment of the principal of and interest on the
Securities is subordinated to the rights of holders of Senior Debt of the
Company, to the extent and in the manner provided in this Article 11.

SECTION 11.02 SECURITIES SUBORDINATED UPON DISSOLUTION, WINDING-UP, LIQUIDATION,
OR REORGANIZATION.

Upon any Distribution in any Proceeding,

(1) any Distribution to which the Holders are entitled (by set-off or
otherwise) shall be paid directly to the holders of Senior Debt to the extent
necessary to make payment in full of all Senior Debt remaining unpaid after
giving effect to all Distributions to or for the benefit of the holders of
Senior Debt; and

(2) in the event that any Distribution is received by the Trustee before
all Senior Debt is paid in full, such Distribution shall be held in trust by the
Trustee for the benefit of the holders of Senior Debt to the extent necessary to
make payment in full of all Senior Debt remaining unpaid after giving effect to
all payments and distributions to the holders of Senior Debt.

SECTION 11.03 NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

The Company shall not, directly or indirectly (other than in capital stock of
the Company) pay any principal of or interest on, redeem or repurchase any of
the Securities (i) after any Senior Debt becomes due and payable, unless and
until all such Senior Debt shall first be paid in full or (ii) after a Senior
Debt Payment Default, unless and until such Senior Debt Payment Default has been
cured, waived, or otherwise has ceased to exist.

After a Senior Debt Default Notice is given to the Company and the Trustee, no
payment of any principal of or interest on the Securities may be made, directly
or indirectly by the Company during the Payment Blockage Period. Unless the
Senior Debt in respect of which the Senior Debt Default Notice has been given
has been declared due and payable in its entirety within the Payment Blockage
Period, at the end of the Payment Blockage Period, the Company shall pay all
sums not paid to the Holders during the Payment Blockage Period and resume all
other payments as and when due. Any number of Senior Debt Default Notices may be
given; provided, however, that [as to any issue of Senior Debt] (i) not more
than one Senior Debt Default Notice shall be given within a period of any [366]
consecutive days, and (ii) no specific act, omission, or condition that gave
rise to a default that existed upon the date of such Senior Debt Default Notice
or the commencement of such Payment Blockage Period (whether or not such default
applies to the same issue of Senior Debt) shall be made the basis for the
commencement of any other Payment Blockage Period.

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If any Distribution, payment or deposit to redeem, defease or acquire any of
the Securities shall have been received by the Trustee at a time when such
Distribution was prohibited by the provisions of this Section 11.03, then,
unless such Distribution is no longer prohibited by this Section 11.03, such
Distribution shall be received and held in trust by the Trustee for the benefit
of the holders of Senior Debt, and shall be paid or delivered by the Trustee to
the holders of Senior Debt for application to the payment of all Senior Debt.

SECTION 11.04 SUBROGATION.

The Holders shall not have any subrogation or other rights of recourse to any
security in respect of any Senior Debt until such time as all Senior Debt shall
have been paid in full. Upon the payment in full of all Senior Debt, the Holders
shall be subrogated to the rights of the holders of Senior Debt to receive
Distributions applicable to Senior Debt until all amounts owing in respect of
the Securities shall be so paid. No Distributions to the holders of Senior Debt
which otherwise would have been made to the Holders shall, as between the
Company and the Holders, be deemed to be payment by the Company to or on account
of Senior Debt.

If any Distribution to which the Holders would otherwise have been entitled
shall have been applied pursuant to the provisions of this Article to the
payment of Senior Debt, then the Holders shall be entitled to receive from the
holders of such Senior Debt any Distributions received by such holders of Senior
Debt in excess of the amount sufficient to pay all principal and interest
payable on such Senior Debt to the extent provided herein.

SECTION 11.05 OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

This Article defines the relative rights of the Holders and holders of Senior
Debt. Nothing in this Indenture is intended to or shall impair, as between the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company, other than the holders of Senior Debt, nor
shall anything herein or in the Securities prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 11, of
the holders of Senior Debt in respect of any Distribution received upon the
exercise of any such remedy. If the Company fails because of this Article to pay
principal of or interest on a Security on the due date, the failure is still a
Default. Upon any Distribution, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which the Proceeding is pending, or a certificate of the liquidating trustee or
agent or other Person making any Distribution for the purpose of ascertaining
the Persons entitled to participate in such Distribution, the holders of Senior
Debt and other Debt of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 11.

SECTION 11.06 TRUSTEE AND PAYING AGENT ENTITLED TO ASSUME PAYMENTS NOT
PROHIBITED IN ABSENCE OF NOTICE.

The Trustee shall not at any time be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee,
unless and until the Trustee shall have received, no later than 30 Business
Day[s] prior to such payment, written notice thereof from the Company or from
one or more holders of Senior Debt and, prior to the receipt of any such written
notice, the Trustee, shall be entitled in all respects conclusively to presume
that no such fact exists. Unless the Trustee shall have received the notice
provided for in the preceding sentence, the Trustee shall have full power and
authority to receive such payment and to apply the same to the purpose for which
it was received, and shall not be affected by any notice to the contrary which
may be received by it on or after such date. The foregoing shall not apply to
any Affiliate of the Company acting as Paying Agent.

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SECTION 11.07 DEFEASANCE.

Amounts deposited in trust with the Trustee pursuant to and in accordance with
Article 8 and not prohibited to be deposited under Section 11.03 when deposited
shall not be subject to the subordination provisions of this Article.

SECTION 11.08 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR DEBT.

No right of any holder of any Senior Debt established in this Article 11 shall
at any time or in any way be prejudiced or impaired by any act or failure to act
on the part of the Company or by any act or failure to act, in good faith, by
any such holder, or by any failure by the Company to comply with the terms of
this Indenture or by any modification of the terms of any Senior Debt.

SECTION 11.09 RIGHT TO HOLD SENIOR DEBT.

The Trustee is entitled to all of the rights set forth in this Article 11 in
respect of any Senior Debt at any time held by it to the same extent as any
other holder of Senior Debt.

SECTION 11.10 NO FIDUCIARY DUTY OF TRUSTEE OR SECURITYHOLDERS TO HOLDERS OF
SENIOR DEBT.

Neither the Trustee nor the Holders owes any fiduciary duty to the holders of
Senior Debt. Neither the Trustee nor the Holders shall be liable to any holder
of Senior Debt in the event that the Trustee, acting in good faith, shall pay
over or distribute to the Holders, the Company, or any other Person, any
property to which any holders of Senior Debt are entitled by virtue of this
Article or otherwise. Nothing contained in this Section 11. 10 shall affect the
obligation of any other such Person to hold such payment for the benefit of, and
to pay such payment over to, the holders of Senior Debt.

SECTION 11.11 DISTRIBUTION TO HOLDERS OF SENIOR DEBT.

Any Distribution otherwise payable to the holders of the Securities made to
holders of Senior Debt pursuant to this Article shall be made to such holders of
Senior Debt ratably according to the respective amount of Senior Debt held by
each.

SECTION 11.12 TRUSTEE'S RIGHTS TO COMPENSATION, REIMBURSEMENT OF EXPENSES AND
INDEMNIFICATION.

The Trustee's rights to compensation, reimbursement of expenses and
indemnification are not subordinated.

SECTION 11.13 EXCEPTION FOR CERTAIN DISTRIBUTIONS.

The rights of holders of Senior Debt under this Article do not extend (a) to any
Distribution to the extent applied to the Trustee's rights to compensation,
reimbursement of expenses or indemnification or (b) to (i) securities which are
subordinated to the securities distributed to the holders of Senior Debt on
terms no less favorable to the holders of Senior Debt than the provisions of
this Article, or (ii) Distributions under any plan approved by the court in any
Proceeding.

SECTION 11.14 CERTAIN DEFINITIONS.

As used in this Article 11,

"Distribution" means any payment or distribution of assets or securities of the
Company of any kind or character from any source, whether in cash, securities or
other property made by the Company, liquidating trustee or agent or any other
person whether pursuant to a plan or otherwise.

"Payment Blockage Period" means the period beginning when a Senior Debt Default
Notice is given and ending (a) when the default identified in the Senior Debt
Default Notice is cured, waived or otherwise ceases to exist or (b) after [179
or fewer] days, whichever occurs first.

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"Proceeding" means a liquidation, dissolution, bankruptcy, insolvency,
receivership or similar proceeding under Bankruptcy Law, an assignment for the
benefit of creditors or any marshalling of assets or liabilities and does not
include any transaction permitted by and made in compliance with Article 5.

"Senior Debt Default Notice" means any notice of a default (other than a Senior
Debt Payment Default) that permits the holders of any Senior Debt to declare
such Senior Debt due and payable.

"Senior Debt Payment Default" means a default in the payment of any principal of
or interest on any Senior Debt.

"Trustee" for purposes of this Article 11 includes a Paying Agent.

ARTICLE 12

MISCELLANEOUS
-------------

SECTION 12.01 NOTICES.

Any notice by one party to the other shall be in writing and sent to the other's
address stated in Section 12.09. The notice is duly given if it is delivered in
Person or sent by facsimile transmission or first-class mail.

A party by notice to the other party may designate additional or different
addresses for subsequent notices.

Any notice sent to a Securityholder shall be mailed by first-class letter mailed
to his address shown on the register kept by the Transfer Agent. Failure to mail
a notice to a Securityholder or any defect in a notice mailed to a
Securityholder shall not affect the sufficiency of the notice mailed to other
Securityholders.

If a notice is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it. If the Company mails
a notice to Securityholders, it shall mail a copy to the Trustee and each Agent
at the same time.

A "notice" includes any communication required by this Indenture.

SECTION 12.02 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

Securityholders may communicate pursuant to TIA 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, and Registrar and anyone else shall have
the protection of TIA 312(c).

SECTION 12.03 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers' Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

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SECTION 12.04 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read
such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.

SECTION 12.05 RULES BY TRUSTEE AND AGENTS.

A director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

SECTION 12.06 LEGAL HOLIDAYS.

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 12.07 NO RECOURSE AGAINST OTHERS.

SECTION 12.08 DUPLICATE ORIGINALS.

The parties may sign any number of copies, and may execute such in counterparts,
of this Indenture. One signed copy is enough to prove this Indenture.

SECTION 12.09 VARIABLE PROVISIONS.

"Officer" means the President, any Vice-President, the Treasurer, the Secretary,
any Assistant Treasurer or any Assistant Secretary of the Company.

The Company initially appoints the Trustee as Registrar, Paying Agent and
Conversion Agent.

The first certificate pursuant to Section 4.03 shall be for the fiscal year
ending on December 31, 2000.

The reporting date for Section 7.06 is of each year. The first reporting date is
February 16, 2000.

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The Trustee shall always have a combined capital and surplus of at least
$150,000.00 as set forth in its most recent published annual report of
condition. The Trustee will be deemed to be in compliance with the capital and
surplus requirement set forth in the preceding sentence if its obligations are
guaranteed by a Person which could otherwise act as Trustee hereunder and which
meets such capital and surplus requirement and the Trustee has at least the
------------------------
minimum capital and surplus required by TIA 310(a)(2).
---------------------------------------------------------

In determining whether the Trustee has a conflicting interest as defined in TIA
310(b)(1), the following is excluded:
Any Indenture issued to Trustee and held in trust pursuant to this agreement.

Senior Debt does not include:

(1) the debentures described in the preceding paragraph;

(2) the Company's Corporate Bond Series 1, Floating Rate Notes 1999-2024;
and

(3) the Company's subordinated guarantee of the Corporate Bond Series 1,
Floating Rate Notes 1999-2024.

The Securities are not senior in right of payment to the foregoing debt
securities of the Company.

The Company's address is:

Intercontinental Capital & Investment Fund, Inc., P. O. Box 15155, Ft. Worth,
Texas 76119, Telephone No.:
817/534-7305.

The Trustee's address is:

Nevada First Holding Inc., 5130 South Pecos Road, Suite 2C Las Vegas, NV
89120. Telephone No.: (702)-320-5315

SECTION 12.10 GOVERNING LAW.

The laws of the State of Texas shall govern this Indenture and the Securities
without regard to principles of conflicts of law.

[INTERCONTINENTAL CAPITAL & INVESTMENT FUND, INC. 01507389 SEAL]

Dated: INTERCONTINENTAL CAPITAL &
INVESTMENT FUND, INC.

By: /s/ Boniface Suleman Odiodio
-------------------------------
Boniface Suleman Odiodio
President
Dated: 04-27-1999

Attest: /s/ David M. Swanner Jr.
David M. Swanner Jr.
_________________________
Secretary

/S/ Wayne A. McMiniment
___________________________
NEVADA FIRST HOLDING INC.
By: It's General Manager
Wayne A. McMiniment

Dated: 04-27-1999

Notary Seal

Sworn to before me this 29 day of April, 1999, Notary Public for the State of
Nevada. My Commission Expire December 7, 1999.

Seal
/s/ Shelley Stepanek
[NOTARY PUBLIC SEAL - NEVADA] --------------------------------------
Notary

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