PHOTOVOLTAICS COM INC, 10SB12G/A, 2000-01-04

PHOTOVOLTAICS COM INC
10SB12G/A, 2000-01-04
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on January 4, 2000.

Registration No. 000-28587

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

FORM 10-SB/A

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12(b) or (g) of the
Securities Exchange Act of 1934

PHOTOVOLTAICS.COM, INC.
(Name of small business issuer in its charter)

Delaware 65-0963621
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

215 Cranwood Dr., Key Biscayne, Florida 33149
(Address of principal executive offices) (Zip Code)

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

None Not Applicable

Securities to be registered under Section 12(g) of the Act:

Common Stock, $.01 Par Value
(Title of Class)

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TABLE OF CONTENTS
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PART I....................................................................................................... 1

ITEM 1. DESCRIPTION OF BUSINESS............................................................................... 1

ITEM 2. PLAN OF OPERATION.................................................................................... 23

ITEM 3. DESCRIPTION OF PROPERTY.............................................................................. 24

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................... 25

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......................................... 25

ITEM 6. EXECUTIVE COMPENSATION............................................................................... 26

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................... 26

ITEM 8. DESCRIPTION OF SECURITIES............................................................................ 26

PART II....................................................................................................... 29

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS........ 29

ITEM 2. LEGAL PROCEEDINGS.................................................................................... 29

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................. 29

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.............................................................. 29

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................ 30

PART F/S...................................................................................................... 31

PART III...................................................................................................... 31

ITEM 1. INDEX TO EXHIBITS.................................................................................... 31

</TABLE>

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

INTRODUCTION

The address of the Company is 215 Cranwood Dr., Key Biscayne, Florida
33149, and its telephone number is 305/365-5825. The Company's Web site is
located at http://www.photovoltaics.com. Information contained in the Company's
Web site should not be considered to be a part of this Registration Statement.

RISK FACTORS

In addition to the other information in this Registration Statement,
the following risk factors, among others, should be considered carefully in
evaluating the Company and its business.

Our extremely limited operating history makes an evaluation of us and
our future extremely difficult, and profits are not assured.

The Company was incorporated in March 1998 and has not yet commenced
commercial production. Upon incorporation, the Company continued preliminary
work commenced by the founder of the Company. In view of the length of its
operating history, you may have difficulty in evaluating the Company and its
business and prospects. You must consider our business and prospects in light of
the risks, expenses and difficulties frequently encountered by companies in
their early stage of development. For our business plan to succeed, we must
successfully undertake most of the following activities:

* Raise a sufficient amount of funds to construct necessary
equipment and commence production
* Construct and successfully test the equipment necessary to
manufacture our solar cells
* Successfully commence the commercial production of our solar
cells
* Develop and increase our customer bases
* Implement and successfully execute our business and marketing
strategy
* Continue to develop our technology
* Respond to competitive developments
* Provide superior customer service and order fulfillment
* Attract, retain and motivate qualified personnel.

There can be no assurance that we will be successful in undertaking such
activities. Our failure to undertake successfully most of the activities
described above could materially and adversely affect our business, prospects,
financial condition and results of operations. In addition, once we commence
commercial productions of our solar cells, we could incur operating losses until
such time (if ever) as we receive a sufficient number of purchase orders for our
solar cells. There can be no assurance that sales of our solar cells will ever
generate significant revenue, that we will ever generate positive cash flow from
our operations or that (if ever attained) we will be able to sustain
profitability in any future period. Moreover, we have conducted only very
limited testing of mere mock-ups simulating what our solar cells will be like
once they are produced. While we were satisfied with the results of our testing,
we will have no certainty of our ability to produce successfully our solar cells
on a commercial basis until commercial production actually commences.

We have certain capital needs, and the procurement of financing to meet
these needs is uncertain.

We currently have no constant and continual flow of revenues. Our
future liquidity will depend upon numerous factors, including the success of our
capital raising activities. We plan to finance our operations for fiscal 2000
through the cash flow from operations once they commence and (prior to that)
through either (a) a $2.0 million private placement of our common stock or (b) a
capital lease of our equipment and an approximately $500,000 private placement
of our common stock. We are looking for sources of capital to fund these
alternatives. However, there can be no assurance that we will find such sources.
If required financing is not available on acceptable terms, we will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
our business plan. Such an occurrence would materially and adversely affect our
business and financial condition. If we obtain funds through the issuance of
equity securities, the following results will or may occur:

* The percentage ownership of our existing stockholders will be reduced
* Our stockholders may experience additional dilution in net book value
per share
* The new equity securities may have rights, preferences or
privileges senior to those of the holders of our
Common Stock.

Furthermore, any debt financing undertaken to procure funds may involve
restrictions limiting our operating flexibility.

Our future operating results are likely to fluctuate.

Our quarterly and annual operating revenues, expenses and operating
results may fluctuate due to a variety of factors, many of which are beyond our
control, including:

* the timing of orders from, and shipments to, customers * the timing
of new product introductions by us or our competitors * variations in
the mix of products sold by us or our competitors * the timely payment
of our invoices * possible decreases in average selling prices of our
solar cells in
response to competitive pressures
* market acceptance of new and enhanced versions of our solar cells *
the availability and cost of key raw materials * fluctuations in
general economic conditions

Due to all of the foregoing factors, we do not believe that
period-to-period comparisons of our historical results of operations will be
indicative of future performance. Furthermore, in some future quarters our
results of operations may fall below the expectations of any investors in the
Common Stock and any securities analysts who follow the Common Stock. In such
event, the price of our stock will likely be materially and adversely affected.

We depend on the acceptance of our solar cells in the solar electric
power market.

We believe we can produce our solar cells at a lower cost per watt than
other currently available competing solar cell technologies because of the truly
continuous nature of our manufacturing process, the unique design of our solar
cells, the use of inexpensive raw materials and the elimination of costly
manufacturing steps that must be used in other competing technologies. We
believe that the anticipated lower cost per watt of solar cells produced by our
manufacturing process will provide us with pricing advantages over current
technologies. Our ability to sell our solar cells at a lower price per watt than
conventional solar cells and the market acceptance of our solar cells may be
affected by:

* our inability to produce our solar cells at projected costs * a more
rapid decline in prices for competing solar cells than is
currently anticipated
* the lower energy conversion efficiency and
power of our solar cells compared to some competing solar cells * the
size, appearance and quality of our solar cells * the acceptance of our
solar cells for incorporation into other
applications by manufacturers over which we have no control

To date, we have received no revenue from the sale of our solar cells.
While we believe that our solar cells are commercially viable, developing new
products is inherently difficult and uncertain. There can be no assurance that
significant market demand for our solar cells will ever develop. The failure of
our solar cells to achieve market acceptance, price advantage or both could
materially adversely affect our business, results of operations and financial
condition.

We have only one type of product, and our success depends on the
success of this single type of product.

We currently intend to manufacture only solar cells for the foreseeable
future. At the present, our success depends entirely upon our ability to
manufacture and sell solar cells on a profitable basis. Our lack of product
diversification may make the results of our operations riskier and more volatile
than they would be if we manufactured more than one type of product.

The growth of the solar electric power market is uncertain.

The market for solar electric power products has grown steadily in the
past. PV Energy Systems, an independent solar energy market research firm,
reports that the shipment volume of solar electric power products has grown at a
compound annual rate of approximately 22% since 1994. This firm also predicts
that solar electric power shipments will continue to increase at a compound
annual growth rate of 24% through 2005. The success of our business depends in
part on the assumption of continuing market growth. The failure of the market
for solar electric power to continue to grow could materially adversely affect
our business, results of operations and financial condition.

We must keep pace with technological changes.

The markets for our solar electric power products are characterized by
changing technology. While we believe we have developed a new technology for
solar electric power applications, our future success will largely depend on our
ability to keep pace with advancing solar electric power technology. In addition
to our technology, we believe that there are a variety of competing technologies
under active development by other companies. Any of these competing technologies
could achieve manufacturing costs less than the manufacturing costs expected to
be achieved by the solar cells being developed by us. Our development efforts
could be rendered obsolete by technological advances of others. Moreover, other
materials could prove more advantageous for the commercialization of solar
electric power products. We believe that to remain competitive in the future, we
will need to invest continued efforts and financial resources in research and
development. Our failure to develop and introduce new or improved solar cells in
a timely fashion could materially adversely affect our business, results of
operations and financial condition.

Our industry is highly competitive.

The markets for our solar cells are intensely competitive and
characterized by changing technology. We expect to experience competition from
numerous companies in each of the markets in which we will participate. We
expect that our competition will consist of major electrical, oil and chemical
companies, specialized electronics firms, universities, research institutions in
the United States, Germany, Japan, Australia and other parts of Asia and Europe,
and foreign government-sponsored companies. Most of our competitors will be more
established, benefit from greater market recognition and have substantially
greater financial, development, manufacturing and marketing resources than we
expect to have. We believe the principal competitive factors in the market for
solar electric power components are:

* price per watt
* long-term stability and reliability
* product performance (primarily conversion efficiency)
* ease of handling and installation
* product quality
* reputation

A certain chemical used in our manufacturing process poses certain
risks.

We intend to use hydrogen in our manufacturing activities. Hydrogen is
inherently dangerous. Although we will take precautions that we believe to be
adequate to guard against the risk posed by our use of hydrogen, there can be no
assurance that we will be successful in avoiding an accident resulting from such
use. We do not have in effect general liability insurance, although we will to
attempt to procure such insurance prior to commencing commercial production.
Such insurance may prove to be unavailable on terms acceptable to us or
unavailable upon any terms at all for that matter. Even if we procure this
insurance, the insurance may not cover all potential claims or may not
adequately indemnify us for all liability to which we are imposed. Any liability
or legal defense expenses not covered by insurance or exceeding our insurance
coverage could materially and adversely affect our business, operating results
and financial condition.

We depend heavily on the Internet, and any adverse development with
regard to the Internet could materially adversely affect us.

Our future success substantially depends upon the viability and
continued growth in the use of the Internet and the Web because of our current
intent to use the Internet and the Web as our primary marketing and sales
channels. The growth of the Internet and the Web seems necessary to support the
sale of our solar cells. Rapid growth in the use of the Internet and the Web is
a recent phenomenon. There can be no assurance that commerce over the Internet
will become more widespread. In addition, if Internet use continues to grow
significantly, there can be no assurance that the Internet infrastructure will
remain adequate for supporting the increased demands placed upon it. The
Internet could lose its viability due to either:

* Delays in the development or adoption of new standards and
protocols required to handle increased levels of
Internet activity; or
* Increased governmental regulation

Changes in or insufficient availability of telecommunications services to
support the Internet also could slow response times and adversely affect usage
of the Web and our Web site. The failure of the Internet use to continue to
grow, or failure of the Internet infrastructure to support effectively growth
that may occur, could materially adversely affect our business, operating
results and financial condition.

The acceptance of the Internet as a medium for commerce is uncertain,
and the failure of the Internet to gain such acceptance could materially
adversely affect us.

For our business plan to succeed, a broad base of consumers must adopt
the Internet as a medium for commerce. We intend to target consumers who have
historically used traditional means of commerce to conduct business. Most of our
customers will have only fairly limited experience with the Web as a commercial
medium and may not find the Web as an effective medium for transacting business.
Moreover, critical issues concerning the commercial use of the Internet remain
unresolved and may affect the growth of Internet use or the attractiveness of
conducting commerce by means of Web sites. These critical issues include the
following:

* Ease of access
* Security
* Reliability
* Cost and quality of service
* Development of the necessary infrastructure (such as a
reliable network backbone)
* Timely development and commercialization of performance
improvements (including high speed modems)

Electronic commerce is a developing market and involves considerable
uncertainty.

The electronic market for products has only recently begun to develop
and is rapidly changing. As is typical for a new and rapidly evolving market,
demand for products over the Internet is considerably uncertain. There exist few
proven products. Since the market for electronic commerce on the Internet is new
and evolving, predictions of the size and future growth (if any) of this market
are difficult. Our business, results of operations and financial condition could
be materially adversely affected if any of the following events occur:

* The markets for our electronic commerce fail to develop * The markets
for our electronic commerce develop more slowly than
expected
* The markets for our electronic commerce become saturated with
competitors
* Our electronic commerce fails to achieve market acceptance

We are exposed to the risk of system failure, and such a failure could
materially adversely affect us.

Our sales and marketing efforts largely depends upon communications
hardware and computer hardware provided by a third party in a facility located
in Florida. Like all computer systems, this system is vulnerable to damage from
hurricane, earthquake, fire, floods, power loss, telecommunications failures,
break-ins and similar events. Despite our security measures, our servers are
also vulnerable to computer viruses, physical or electronic break-ins and
similar disruptive problems. The occurrence of any of these problems could lead
to interruptions, delays, loss of data or cessation in service to our customers.
We do not presently have redundant systems or a formal disaster recovery plan.
We do not now and will not for the foreseeable future maintain business
interruption insurance. Any system failure that interrupts or increases response
times of our Web site could result in less traffic to such site. If sustained or
repeated, such failure could reduce the attractiveness to then current and
potential customers of our solar cells.

There are risks associated with international sales.

We expect that international sales will represent a significant portion
of our product sales. International sales are subject to a number of risks,
including the following:

* changes in foreign government regulations and technical standards
* difficulty of protecting intellectual property
* export license requirements, tariffs, taxes and other trade barriers
* requirements or preferences of foreign nations for domestic products
* fluctuations in currency exchange rates relative to the U.S. dollar
* difficulties in collecting accounts receivable
* extended accounts receivable cycles
* political and economic instability
* potentially adverse tax consequences

The occurrence of any of the events described above on a broad basis could
materially adversely affect our business, results of operations and financial
condition.

Our success depends on protection of our intellectual property.

The success and competitiveness of our solar cells depend in part upon
our ability to protect our current and future technology and manufacturing
processes through a combination of patent, trade secret and unfair competition
laws.

Patent applications in the United States are maintained in secrecy
until patents issue, and the publication of discoveries in the scientific
literature tends to lag behind actual discoveries. Therefore, we cannot be
certain that we were the first creator of inventions covered by pending patent
applications or the first to file patent applications on such inventions. Patent
applications filed in foreign countries are subject to laws, rules and
procedures which differ from those of the United States. We cannot ensure the
following:

* patents will issue from pending or future applications
* our existing patents or any new patents will be sufficient in
scope or strength to provide meaningful protection or
any commercial advantage to us
* foreign intellectual property laws will protect our
intellectual property
* others will not independently develop similar products,
duplicate our solar cells or design around any patents
issued to us

We intend to enter into confidentiality and non-disclosure of
intellectual property agreements with our employees, consultants and certain
vendors and generally control access to and distribution of our proprietary
information. Notwithstanding these precautions, a third party may be able to
develop similar information independently or copy or otherwise obtain and use
our proprietary information without authorization.

Policing unauthorized use of intellectual property is difficult. The
laws of other countries may afford little or no effective protection of our
technology. The steps we take may not prevent misappropriation of our
technology. Moreover, the agreements into which we enter for protection may not
be enforceable. In addition, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and to
determine the validity and scope of the proprietary rights of others. Litigation
may result in substantial costs and diversion of resources, either of which
could materially adversely affect our business, results of operations and
financial condition.

We may experience rapid growth, and in such case we will need to manage
this growth effectively.

We believe that, given the right business opportunities, we may expand
our operations rapidly and significantly. If rapid growth were to occur, it
could place a significant strain on our management, operational and financial
resources. To manage any significant growth of our operations, we will be
required to undertake the following successfully:

* Expand existing operations (particularly with respect to our
manufacturing capacity)
* Improve on a timely basis existing and implement new
operational, financial and inventory systems, procedures and
controls, including improvement of our financial and other
internal management systems
* Train, manage and expand our employee base

Our inability to manage growth effectively could materially adversely affect our
business, results of operations and financial condition.

We depend on certain key personnel.

We substantially depend upon the efforts and skills of Lawrence F.
Curtin, a director and the President of the Company. The loss of Mr. Curtin's
services, or his inability to devote sufficient attention to our operations,
could materially and adversely affect our operations. We do not maintain key
man life insurance on Mr. Curtin. Mr. Curtin has not entered into an
employment agreement or a covenant not to compete agreement with us.

Our current management resources may not be sufficient for the future,
and we have no assurance that we can attract additional qualified personnel.

There can be no assurance that the current level of management is
sufficient to perform all responsibilities necessary or beneficial for
management to perform. Our success in attracting additional qualified personnel
will depend on many factors, including our ability to provide them with
competitive compensation arrangements, equity participation and other benefits.
There is no assurance that (if we need to) we will be successful in attracting
highly qualified individuals in key management positions.

Our obligation to indemnify our officers and directors could prevent
our recovery for losses caused by them.

Certain provisions of our Certificate of Incorporation and By-Laws
provide that we shall indemnify any director, officer, agent and/or employee as
to those liabilities and on those terms and conditions as are specified in the
General Corporation Law of Delaware or in such agreements. Further, we may
purchase and maintain insurance on behalf of any such persons whether or not we
would have the power to indemnify such person against the liability insured
against. The foregoing could result in substantial expenditures by us and
prevent any recovery from such officers, directors, agents and employees for
losses we incurred as a result of their actions. Further, the United States
Securities and Exchange Commission takes the position that indemnification
against liability under the Securities Act of 1933 (the "Act") is against the
public policy as expressed in such act, and is, therefore, unenforceable. In
addition, Mr. Curtin can terminate the Cutin Agreements in certain
circumstances, including our failure to commence the sale of licensed solar
cells in commercially reasonable quantities by November 1, 2001. The termination
of the Curtin Agreements could materially adversely affect our business, results
of operations and financial condition.

We have entered into certain transactions with a person related to the
Company.

We have entered into certain agreements (the "Curtin Agreements") with
Lawrence F. Curtin, the President and a Director of the Company. See "PART I,
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." The Curtin Agreements
give to us rights to assets that we believe to be very important to us,
including the process and design for the solar cells we intend to manufacture
and the Web site on which we intend to market and sell our solar cells. The
Curtin Agreements were not the result of arms-length negotiations. Accordingly,
there can be no assurance that the terms and conditions of the Curtin Agreements
are as favorable to us as those that could have been obtained in true
arms-length negotiations. There can be no assurance that the Curtin Agreements
will not be modified in the future. Moreover, because of Mr. Curtin's position
with us, there can be no assurance that we would enforce a claim against Mr.
Curtin arising out of the Curtin Agreements.

Our authorized preferred stock exposes stockholders to certain risks.

Our Certificate of Incorporation authorizes the issuance of Preferred
Stock. No shares of Preferred Stock were issued as of December 8, 1999. The
authorized Preferred Stock constitutes what is commonly referred to as "blank
check" preferred stock. This type of preferred stock allows the Board of
Directors to divide the Preferred Stock into series, to designate each series,
to fix and determine separately for each series any one or more relative rights
and preferences and to issue shares of any series without further stockholder
approval. While our Board of Directors must exercise its fiduciary duties in
connection with the creation and issuance of any Preferred Stock, any Preferred
Stock hereafter created could feature rights and preferences adverse to the
holders of our Common Stock.

Our common stock has experienced only extremely limited trading.

There has been only extremely limited trading of shares of our Common
Stock in the "Electronic Pink Sheets" of the National Quotation Bureau. After
this Registration Statement becomes effective and subject to the sponsorship of
a market maker, shares of our Common Stock will be traded in the
over-the-counter market on the OTC Electronic Bulletin Board. There can be no
assurance as to the prices at which the shares of Common Stock will trade. Until
shares of Common Stock become more broadly held and orderly markets develop and
even thereafter, the prices of the Common Stock may fluctuate significantly.
Prices for our Common Stock will be determined in the marketplace and may be
influenced by many factors, including the following:

* The depth and liquidity of the markets for our Common Stock
* Investor perception of us and the industry in which we participate
* General economic and market conditions
* Responses to quarter-to-quarter variations in operating results
* Announcements of technological innovations or new solar cells by us
or our competitors
* Failure to meet securities analysts' estimates
* Changes in financial estimates by securities analysts
* Conditions, trends or announcements in the solar electric power
industry
* Announcements of significant acquisitions, strategic alliances,
joint ventures or capital commitments by us or our competitors
* Additions or departures of key personnel
* Sales of Common Stock
* Accounting pronouncements or changes in accounting rules that affect
our financial statements
* Other factors and events beyond our control

A certain stockholder own a large portion of our Common Stock.

A certain stockholder owns approximately 75.7% of our outstanding
common stock. As a result, this stockholder may be able to substantially
influence all matters requiring stockholder approval and thereby, our management
and affairs. Matters that typically require stockholder approval include:

* election of directors
* merger or consolidation
* sale of all or substantially all of our assets

This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our Common Stock.

Our Common Stock has a limited float.

Only approximately 1,000,000 shares of Common Stock outstanding are
freely tradable. This limited float may decrease the liquidity of our Common
Stock from what it would be in a more active trading market. It could also cause
holders of our Common Stock to retain their shares longer than they may want.
The resulting limited liquidity may also have the effect of depressing the price
of our Common Stock. We believe that the initial limited float will be eased to
some extent over time as, if and when the following events occur:

* Shares of Common Stock subject to legal or contractual restrictions
become freely tradeable
* We undertake public offerings of additional shares of Common Stock

Potential future sales of restricted shares could depress the market
price for our Common Stock.

Approximately 4,955,000 shares of Common Stock are issued and
outstanding. We believe that approximately 3,955,000 of these shares are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Act. Rule 144 provides in general that a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period, may sell within any
three month period, an amount which does not exceed the greater of 1% of the
then outstanding shares of Common Stock or the average weekly trading volume
during the four calendar weeks before such sale. By the end of March 2000,
3,750,000 of our restricted shares will have been outstanding for over one year
and thus will be eligible for sale under Rule 144. Near the beginning of August
2000, the remainder of our restricted shares will have been outstanding for over
one year and thus will be eligible for sale under Rule 144. Rule 144 also
permits the sale of shares, under certain circumstances, without any quantity
limitation, by persons who are not affiliates of ours and who have beneficially
owned the shares for a minimum period of two years. The possible sale of these
restricted shares may, in the future dilute an investor's percentage of freely
tradeable shares and may depress the price of our Common Stock. Also, if
substantial, such sales might also adversely affect our ability to raise
additional equity capital. However, 3,750,000 of the approximately 3,955,000
shares believed to be "restricted securities" are held by an affiliate of ours
and must (by law) be sold subject to the volume limitations of Rule 144
described above, thus restraining the number of shares that can sold in any
period of time.

The trading price of our Common Stock entails additional regulatory
requirements, which may negatively affect such trading price.

The trading price of our Common Stock has been below $5.00 per share.
As a result of this price level, trading in our Common Stock is subject to the
requirements of certain rules promulgated under the Securities Exchange Act of
1934. These rules require additional disclosure by broker-dealers in connection
with any trades generally involving any non-NASDAQ equity security that has a
market price of less than $5.00 per share, subject to certain exceptions. Such
rules require the delivery, before any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated therewith,
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors
(generally institutions). For these types of transactions, the broker-dealer
must determine the suitability of the penny stock for the purchaser and receive
the purchaser's written consent to the transaction before sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our Common Stock affected. As a
consequence, the market liquidity of our Common Stock could be severely limited
by these regulatory requirements.

We do not expect to pay cash dividends.

We have never declared or paid any cash dividends on our capital stock.
We currently intend to retain any future earnings for use in the operation and
expansion of our business. Therefore, we do not expect to pay any cash dividends
in the foreseeable future.

<PAGE>

BUSINESS

Overview

Photovoltaics.com, Inc. (the "Company") was incorporated on March 10,
1999 under the laws of the State of Delaware. The Company was formed for
purposes of manufacturing (through a proprietary process and design) thin film
solar cells and selling such cells by means of a site on the World Wide Web (the
"Web"). Solar cells are semiconductor devices which convert sunlight into
electricity and form the building block for all solar electric power products.
The Company is in a developmental stage and has not yet commenced full-scale
sales, marketing and production activities. Once commercial production
commences, the Company's solar cells will be marketed and sold as a commodity
for incorporation into applications, modules and panels developed by original
equipment manufacturers, other companies or individuals. (Modules are assemblies
of solar cells connected together and encapsulated in a weatherproof package,
while panels are assemblies of several modules wired together and mounted on a
common support structure.) The Company does not intend to develop applications,
modules or panels for its solar cells at any time in the foreseeable future.

The Company has licensed a proprietary process and design (the "Process
and Design") from Lawrence F. Curtin, the President and a Director of the
Company. Management believes that the Process and Design have certain advantages
over other current technologies used for the manufacture of solar cells. The
advantages of the Process and Design include the following:

* the ability to engage in true continuous manufacturing that
avoids interruptions resulting from the need to transfer
work-in-process from one set of equipment to another
* the elimination of a number of manufacturing steps required by
other technologies
* the use of less expensive raw materials (specifically
amorphous silicon rather than crystalline silicon) and the
avoidance of certain other raw materials frequently used to
seal solar cells (such as expensive plastics)
* the production of finished solar cells that are lighter and
less susceptible to damage during shipping and that result in
lower shipping costs as a result
* the production of finished solar cells that have lower
installation costs and are less susceptible to theft

Since its incorporation, the Company has undertaken the following
activities:

* licensed the Process and Design
* tested (to the satisfaction of management) mock-ups of solar
cells incorporating key elements of the Process and Design but
utilizing parts produced by an existing solar cell
manufacturer
* leased a Web site for purposes of marketing and selling the
Company's solar cells
* engaged an engineering firm to design and construct the
Company's manufacturing equipment, the preliminary
engineering of which has been completed
* identified, and reach a non-binding, tentative (though largely
undefined) agreement regarding the lease of, premises in which
to locate the Company's manufacturing equipment
* identified, and reach a non-binding, tentative (though
largely undefined) agreement with, a party to manage
the Company's manufacturing activities
* raised a small amount of "seed" capital

The engineering firm engaged by the Company to design and construct the
Company's manufacturing equipment has completed the general design of the
equipment. This engineering firm is currently engaged in the selection and
design of the specific components of the equipment. This final phase of the
design process is expected to be completed near the beginning of February 2000.
The Company is currently attempting to raise $2.0 million through a private
placement of its common stock to qualified investors. Of this amount, $1.5
million will be used for equipment acquisition, and $500,000 will be used for
working capital. There can be no assurance that the Company will be successful
in raising the $2.0 million. As an alternative to the $2.0 million private
placement, the Company has entered into discussions with a large financial
institution regarding a transaction whereby this institution would purchase the
Company's equipment and lease it to the Company. If this lease were obtained,
the Company would still attempt to raise $500,000 million for working capital
purposes through a private placement. There can be no assurance that this
alternative approach to financing the equipment will occur. If required
financing is not available on acceptable terms, the Company will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
its business plan. Such an occurrence would materially and adversely affect the
Company's business and financial condition. Construction and testing of the
Company's equipment is expected to be completed within six to nine months after
the $2.0 million is raised or the equipment is otherwise financed. Once the
Company has completed construction, hired and trained employees and procured an
initial stock of raw materials, commercial production of the Company's solar
cells will commence. The Company does not expect any difficulty or lengthy delay
in the hiring and training of employees and procuring an initial stock of raw
materials.

The Company has produced a limited number of mock-ups of solar cells
incorporating key elements of the Process and Design and utilizing parts
produced by an existing solar cell manufacturer. These mock-ups were tested to
the satisfaction of the Company. However, whether or not the Company can
successfully produce solar cells based on the Process and Design on a commercial
basis can not be definitively determined until commercial production actually
occurs.

The Electricity Industry

The electric power industry comprises one of the world's largest
industrial segments, with annual electricity revenues of approximately $1
trillion, of which approximately $200 billion is spent annually on power
generation and delivery equipment. More than 90% of this equipment is utilized
for centralized power plants where electricity is generated at a large scale and
distributed through a network of conducting cables to end users.

The source and corresponding price of electricity vary based on the
geographic location of a user and the level of existing electricity
infrastructure. Generally, customers in urban and suburban locations are served
by a central utility network and are considered on-grid customers. In contrast,
customers or applications in rural or underdeveloped areas are generally
provided electricity through various distributed, off-grid sources of
electricity, including solar power.

The electricity industry is currently undergoing significant changes to
its basic structure and operating models. In particular, governments in the
United States and around the world are changing the model of vertically
integrated electric utility monopolies in favor of a deregulated, competitive
industry structure. Furthermore, new power generation technologies have expanded
users' options for procuring electricity. These developments are expected to
lead to:

* Increased competition. In the United States, certain states
are planning a phased introduction of competition, starting
with competition among wholesale electricity generators,
following with the establishment of independent common-carrier
bulk transmission systems and finally leading to the
introduction of true retail competition at the end-user level.
At the final stage of this process, the Company expects that
individual customers will have as much choice over their
electricity provider as they do over their long-distance
telephone service provider.
* New entrants. As competition within the electricity business
increases, a number of new companies will emerge and focus on
various elements of electricity delivery, such as power
generation and retail marketing. In response to this shift,
the Company expects existing electricity providers, as well as
new electricity service companies, to develop and promote a
broader array of products and services such as solar electric
power as a means of segmenting customer demand and defining
differentiated brand positioning.
* Increased customer choice of products and services. In the
deregulated environment, customers will have more direct
control over the selection of providers and the means of power
generation. Consumers have already shown a preference for
clean, environmentally friendly renewable energy sources such
as solar electric power. The Company expects this trend to
continue as deregulation progresses.
* Economic incentives. Governments are implementing legislation
and introducing various subsidies and set-asides in order to
accelerate the commercialization of renewable energy sources
such as solar electric power. Specific state laws, subsidy
programs and other variables such as sunlight availability can
have a significant combined impact on the cost effectiveness
of on-grid solar electric power.

As part of a process of deregulation currently underway in various
parts of the world, governments in Europe, Japan and the United States are
implementing legislation and introducing various economic incentives. Renewable
energy sources benefit from the following types of governmental assistance:

* portfolio standards mandating the use of renewable energy sources *
direct purchase subsidies to end users to offset up-front
capital costs
* net metering laws which allow end users to sell electricity
back into the grid at full retail prices

The Solar Electric Power Industry

A number of new technologies have emerged which can generate
electricity in a distributed or point-of-use fashion. Solar electric power is
the only method of distributed generation that utilizes a renewable energy
source. Solar electric power is highly scalable and reliable, unlike a
conventional utility grid that depends critically on economies of large scale
and which is subject to power delivery constraints or outages during periods of
high demand. Distributed generation can be more cost effective than conventional
"central station" generation in the following cases:

* users live far from urban centers
* only a small amount of electricity is required
* the capacity of the existing power delivery infrastructure
prevents incremental load growth

The Company also believes that the environmental aspects of the power business
will become increasingly important and that public concern about air pollution
and global warming will be gradually transformed into policies and legislation
favorable to renewable energy sources.

Solar electric power is used in three major market segments:

* On-grid. In this application, solar electric power is used as
an environmentally preferred source of alternative or
supplemental electricity for customers already connected to
the utility grid. Primarily concentrated in Europe, Japan and
the United States, this application has represented the
fastest-growing segment of the solar electric power market for
the last three years.
* Rural electrification. Many of the estimated two billion
people still without electricity live in geographic areas not
conducive to electrification by means of the utility grid. For
these people, solar electric power can be a cost effective and
rapid way in which to acquire electrical service.
* Telecommunications. Solar electric power is used for a wide
variety of applications related to the telecommunications and
transportation industries. Examples of these applications
include: cellular telephone base stations, fiber-optic and
radio repeaters, telemetry and data acquisition systems,
traffic information signs, warning displays and emergency call
boxes.

PV Energy Systems, an independent solar energy research firm, estimated
1998 worldwide solar electric power industry shipments at 153 megawatts which
represents approximately $2.0 billion in equipment sales. Since 1994, industry
shipments have increased at a compound annual growth rate of 22%. During this
period, the fastest-growing solar electric power market segment has been for
on-grid applications, where consumers already connected to the utility grid are
choosing solar electric power as an alternative to conventional on-grid sources.
Since 1994, on-grid shipments have grown at a compound annual growth rate of
65%. While off-grid shipments still account for the majority of industry
shipments, on-grid shipments accounted for 24% of the total market in 1998. The
Company believes that growth in the on-grid market segment is being driven by
customer preference for non-polluting, carbon-free electric power technologies
and by the worldwide trend toward deregulation within the electric utility
industry. PV Energy Systems predicts that solar electric power shipments will
continue to increase at a compound annual growth rate of 24% through 2005, and
that on-grid shipments and off-grid shipments will grow at compound annual rates
of 39% and 15%, respectively.

The Solar Electric Power Challenge

The Company believes that the primary challenge among competitors in
the solar cell industry is simply to produce and sell better, more affordable
solar cells in a more efficient way. The Company has acquired the rights to a
manufacturing process and solar cell design that it believes will permit the
Company to do this. The Company believes that the quality and cost of solar
cells is driven by the following factors:

* Cost of raw materials and manufacturing
* Throughput, i.e. the volume of output in a given period of
time
* Cost of marketing and sales
* Cost and ease of shipping
* Cost and ease of installation
* Stability, and efficiency of conversion of solar power to
electricity
* Security of product from theft

Most current solar cell manufacturing technologies use silicon as their
key raw material. Silicon is one of the most abundant substance on the earth.
When certain other substances referred to as dopants are added to silicon, the
doped silicon becomes a semiconductor capable of conducting electricity under
the appropriate circumstances. Silicon can be used for solar cells in either of
two forms. The first of these forms is the crystalline form in which the silicon
atoms are chemically held in a very rigid structure. The second of these forms
is the amorphous form in which the silicon atoms are chemically held in a very
loose, undefined structure. Each of these forms has its advantages and
disadvantages. Currently, a much larger number of solar cells are made with
crystalline silicon rather than with amorphous silicon.

The chief advantages of crystalline silicon are its greater efficiency
and stability. The disadvantages of crystalline silicon are its comparatively
greater expense, requirement of expensive equipment, consumption of large
amounts of electricity, waste of a significant fraction of the starting
material, need for a more cumbersome manufacturing process, and the length of
time for completion (which usually lasts several days from start to finish). The
chief advantages of amorphous silicon are its lower costs, ability to be used in
continuous mass production manufacturing, ability to be processed at lower
temperatures with a variety of other substances, and its physical flexibility
and light weight. The chief disadvantages of amorphous silicon are its poorer
efficiency compared with crystalline silicon and its lack of long-term
stability, which results from its structure being in a non-equilibrium state.

The Company's Technology Solution

The Company has licensed a proprietary process and design for the
manufacture of solar cells (the "Process and Design"). The Company believes that
the Process and Design and the Company's plan for selling and marketing its
solar cells give to the Company the ability to produce solar cells at a lower
cost per watt than other currently available competing solar cell technologies.
Set forth below is a comparison of the Company's solar cells with other ones
currently available based on the factors that the Company believes drive the
quality and cost of solar cells.

* Cost of raw materials and manufacturing. The Process and
Design allow the Company to use less expensive amorphous
silicon (in lieu of crystalline silicon) as the key raw
material for the Company's solar cells. Also, certain other
solar cells currently using amorphous silicon are sealed in an
expensive plastic. The Process and Design allow the Company
to avoid the use of expensive sealing materials. Moreover,
the Process and Design eliminate a number of costly
manufacturing steps because the result of the Process and
Design is solar cells rather than modules and panels
produced by competitors. This reduction in manufacturing
steps further reduces the costs of the manufacturing process.
The Company believes that the cost of manufacturing a
crystalline silicon solar cells is about $2.00 per watt,
while the Company estimates that the cost of manufacturing
its solar cells will be about $.40 per watt.
* Throughput. Throughput is the volume of output in a given
period of time. The Process and Design allow for true
continuous manufacturing without any interruption resulting
from the need to transfer work-in-process from one set of
equipment to another. As a result and despite the
impossibility of making exact comparisons, the Company
believes that it will have the highest throughput in the
industry.
* Costs and ease of shipping. Currently, most crystalline
silicon solar cells are laminated in glass or sealed in glass
or an expensive plastic so that they can withstand the
elements. They are then framed in aluminum and are shipped in
that manner. This design and combination of materials results
in breakage during shipping and comparatively higher shipping
costs. The Company's solar cells will be lightweight, flexible
and essentially unbreakable in shipping. They will not involve
aluminum or plastic (which are heavy) or glass (which is both
heavy and breakable). As a result, the cost of shipping and
the potential for breakage during shipping will be greatly
reduced.
* Cost and ease of installation. The Company believes that
its solar cells are capable of being stuck to existing
structures owned by the end user, thus avoiding the need to
affix the solar cells to an ultimate structure prior to
shipping. The Company's solar cells can be shipped to the
ultimate destination of use and then stuck either to an
existing structure or to materials (such as glass) acquired
near the ultimate destination. Thus, module and panel
production is transferred from the plant to the site of
installation. When stuck to an existing structure, the cost
of the material (otherwise required to affix the solar cells
in the absence of an existing structure) is eliminated.
In addition, the Company's solar cells are designed to be
installed by any person without the need for any technical
assistance or specialized tools, thus making installation
inexpensive and easy.
* Cost of selling and marketing. The Company intends to
use the Internet and the Web as its primary marketing
and sales channels. The Company has already developed
its Web site located at http://www.photovoltaics.com. The
cost of maintaining a Web site is very inexpensive. By
using the Internet and the Web as its primary marketing
and sales channels, the Company will avoid the cost of
maintaining and compensating a force of internal salespersons
or outside sales representatives as well as other related
costs. The Company also believes that the use of the Internet
and the Web will give to it a far broader reach than it
could achieve with a force of internal salespersons or
outside sales representatives.
* Stability, and efficiency of conversion of solar power to
electricity. Crystalline silicon is a very stable substance.
Amorphous silicon is not. After having been put into service,
amorphous silicon looses nearly 30% of its efficiency within
a few months, after which time the amorphous silicon
stabilizes. Other companies are currently undertaking
efforts to bolster the stability of amorphous silicon. The
Company does not intend to engage in these sort of efforts but
instead will take the inherent instability of amorphous
silicon into account in its pricing policy. Moreover, the
amount of sunlight striking one square meter of earth is
theoretically capable of producing approximately 1,000
watts of electricity. Despite this theoretical possibility,
crystalline silicon is capable of converting this amount of
sunlight into only 120 watts of electricity. Amorphous
silicon is even less efficient, producing only 60 watts of
electricity from the same amount of sunlight, after the
decline in efficiency described above. While the inherent
instability of amorphous silicon and its poorer efficiency
make it a less attractive substance, the Company expects
to price its solar cells on a per watt basis at only about
40% of the pricing of current crystalline silicon solar cells
in order to address this instability and poorer efficiency.
* Security of product from theft. Currently, most solar cells
produced are bolted to existing structures or are attached in
another manner especially susceptible to theft. Theft of solar
cells has been an extremely acute problem. While the Company
does not intend to become involved in the end use of its solar
cells, the Company believes that its solar cells can be stuck
to certain items constituting a part of the actual makeup of a
existing structure, such as the inside of a skylight of a home
or a windshield of an automobile. Used in such a fashion, the
risk of theft would be greatly reduced.

Strategy

The Company's goal is to become a leading global solar cell
manufacturer and marketer. To achieve this, the Company intends to:

Capitalize on a large, steadily growing market. Estimated 1998
worldwide solar electric power industry shipments of equipment sales
were approximately $2.0 billion in revenues. Since 1994, industry
shipments have increased at a compound annual growth rate of 22%. Solar
electric power shipments are estimated to continue to increase at a
compound annual growth rate of 24% through 2005. The Company plans to
try to capitalize on this large, steadily growing market.

Complete the financing of the Company. The Company plans to
finance its operations for fiscal 2000 through the cash flow from
operations once they commence and (prior to that) through either (a) a
$2.0 million private placement of the Company's common stock or (b) a
capital lease of the Company's equipment and an approximately $500,000
private placement of the Company's common stock. The Company is looking
for sources of capital to fund these alternatives. However, there can
be no assurance that the Company will find such sources. If required
financing is not available on acceptable terms, the Company will be
prevented from acquiring necessary equipment, commencing commercial
operations and pursing its business plan. Such an occurrence would
materially and adversely affect the Company's business and financial
condition.

Complete the design and construction of the Company's
manufacturing equipment and commence commercial production. The Company
believes that the process and solar cell design it intends to use to
manufacture solar cells gives the Company considerable advantages over
its competitors. See "The Company's Technology Solution" above. The
engineering firm that the Company engaged to design and construct its
manufacturing equipment has completed the general design of the
equipment to implement this process and solar cell design. The Company
expects that its engineering firm will complete the selection and
design of the specific components of the equipment near the beginning
of February 2000. Construction and testing of the Company's equipment
is expected to be completed within six to nine months after
approximately $2.0 million in financing is raised. Once the Company has
completed this, hired and trained employees and procured an initial
stock of raw materials, commercial production of the Company's solar
cells will commence. The Company does not expect any difficulty or
lengthy delay in the hiring and training of employees and procuring an
initial stock of raw materials.

Rapidly expand manufacturing capacity. The Company believes
that, given the right business opportunities, it might be constrained
to expand its operations rapidly and significantly. The Company does
not believe that this should be a problem. The expansion would take the
form of an addition of another line of manufacturing equipment. This
should be fairly easy and not too costly as the Company expects that
the line would be identical to the Company's initial line and all
costly engineering work on this line has already been expended. In
addition, the Company believes that the crew that will operate the
Company's initial line would be capable of operating a second line
simultaneously.

Maintain the Company's manufacturing and technology advantage.
Because of the competitive nature of the Company's industry and the
risk of technological obsolescence, the Company intends to strive
continually to enhance its manufacturing process, design and
technologies. There can be no assurance that the Company will be able
to improve these items or that another technology vastly superior to
the Company's will not be developed.

Utilize the Internet and Web as the Company's marketing
avenues. The Company intends to utilize the Internet and Web as its
primary marketing avenues. The Company believes that this approach will
greatly reduce the costs of the Company's marketing and selling efforts
while giving the Company immediate access to a large, global pool of
potential customers.

Products

The Company's proposed business is to manufacture and sell solar cells.
Solar cells are semiconductor devices that convert sunlight directly into
electricity by means of a solid-state process known as the photovoltaic effect.
Solar cells are the core component inside every solar electric power system. The
Company has not yet begun commercial production of its solar cells. Commercial
production of the Company's solar cells depends on the Company's procurement of
approximately $2.0 million in equity financing (or a fairly comparable amount in
alternative equipment financing) and the construction of the Company's
manufacturing equipment. Once commercial production commences, the Company's
solar cells will be marketed and sold as a commodity for incorporation into
applications, modules and panels developed by original equipment manufacturers,
other companies or individuals. The Company does not intend to develop
applications, modules or panels for its solar cells at any time in the
foreseeable future. Applications for the Company's solar cells could include the
generation of electricity for users not connected to the utility grid, including
the electrification of rural homes and villages, and power supply for equipment
in the communications and transportation industries. The Company's solar cells
could also be used by customers already connected to the utility grid as a
clean, renewable source of alternative or supplemental electricity.

The Company's solar cells will be the result of a truly continuous
process in which multiple layers of thin films of various substances
(particularly amorphous silicon) are deposited by various methods on a base
material in a series of vacuum chambers. To manufacture the Company's solar
cells, a 2' x 3,500' roll of polyimide is run through a roll-to-roll web,
continuous manufacturing process in a number of separate but connected vacuum
chambers. Polyimide is a lightweight, flexible plastic film substrate
manufactured by Dupont. In the vacuum chambers, various substances (particularly
amorphous silicon) are deposited on the polyimide substrate by various methods.
Amorphous silicon offers various advantages (as well as disadvantages) over the
crystalline silicon now more predominantly being used to produce solar cells.
See "The Solar Electric Power Challenge" above. The amorphous silicon and other
substances deposited on the polyimide are physically capable of converting
sunlight into electricity. After these substances have been deposited on the
polyimide and as the process nears completion, conducting tabs comprised of
aluminum are deposited on each end of the entire length of the roll. These
conducting tabs serve to draw off the electricity converted by the substances
deposited on the polyimide. After the conducting tabs are deposited, a
proprietary contact transfer release sheet is placed over the top side of the
roll on which the substances have been deposited. The contact transfer release
sheet is the most innovative feature of the Company's solar cell design. It is a
lot like the backing on bumper stickers that is peeled off when the bumper
sticker is to be stuck to a surface. The contact transfer release sheet seals
the solar cell until installation and causes the solar cell to be adhesive for
purposes of installation. It enters the manufacturing process as a roll of
either paper or plastic. Deposited on this roll is silicone, a rubber not to be
confused with silicon (which is a metal). Prior to installation, the silicone on
the contract transfer release sheet seals the solar cell, thus avoiding the
expensive materials now frequently used to seal a solar cell prior to sale.
During and after installation, the residual silicone remaining on the solar cell
acts as an adhesive and an anti-reflective, reducing the amount of sunlight
reflected from the solar cell and thus lost for purposes of conversion into
electricity. The ultimate product of the manufacturing process is a 2' x 3,500'
roll, which in effect constitutes one large solar cell. At the end of the
manufacturing process, the roll will be cut into small pieces. The Company plans
to cut its completed rolls repeatedly across their widths into numerous 1" x 2'
strips. The result will be the production of numerous smaller solar cells. The
Company believes that this will be the most effective size for its solar cells
because of resistance problems encountered by larger solar cells whose electrons
must travel greater distances to be drawn off by the conducting tabs.

When the Company's solar cells are to be installed, the contact
transfer release sheet can be peeled back and removed, and the cells can be
pressed on to part of the actual makeup of a existing structure (such as the
inside of a skylight of a home or a windshield of an automobile) or to the
bottom side of a preinstalled glass that has already been purchased (presumably
near the site of installation), framed and mounted by the end user. In either
case, the need to affix the solar cells to an ultimate structure prior to
shipping is avoided. When stuck to an existing structure, the cost of the
material (otherwise required to affix the solar cells in the absence of an
existing structure) is eliminated. The Company's solar cells are designed to be
installed by any person without the need for any technical assistance or
specialized tools. The design of the Company's solar cells permits the end user
to construct such user's own modules and panels according to his own needs and
specifications. The end user can decide upon such user's current and voltage
needs and connect the appropriate number of the Company's solar cells either in
series or parallel according to his own needs and specifications. To connect one
of the Company's solar cells to another, V-shaped connectors made of aluminum or
tin-plated copper are crimped onto the conducting tabs of the solar cells, thus
joining them together for purposes of conducting an electrical current. A simple
pair of pliers is all that is need to crimp the V-shaped connectors to the
conducting tabs. Once all solar cells are connected according to specifications,
wires from the first and last of the connected solar cells are connected to the
application to complete a circuit. Installation of the Company's solar cells
does not even require soldering. As a result, the Company's solar cells can be
installed in an area lacking any electricity prior to installation.

The Company has not commercially produce any solar cells based on the
Process and the Design. In fact, the Company has not even produced a prototype.
However, the Company has produced four solar cells, which were mock-ups
incorporating key elements of the Process and Design and utilizing parts
produced by an existing solar cell manufacturer. In creating these mock-ups, the
Company took solar cells from the existing manufacturer that were processed to
the point immediately prior to the final sealing with glass or plastic. (The
technology to bring a solar cell to this point of completion is well-established
and non-proprietary and has existed for some time.) The Company applied contact
transfer release sheets to the existing, unfinished solar cells in the manner
prescribed by the Process and Design. After the contact transfer release sheets
were removed and the solar cells installed in the manner the Company will
recommend, each of the four test solar cells functioned for over a year totally
in accordance with the Company's expectations and without any deterioration.
Based on this testing and the theoretical aspect of the Process and Design, the
Company is confident that the solar cells can be commercially produced in a
successful manner, although there can be no certainty in this regard until
commercial production actually occurs.

The Company believes that its solar cells will be less expensive than
and preferable to competing solar cells for several reasons. See "The Company's
Technology Solution" above. The Company believes that the cost of manufacturing
a crystalline silicon solar cells is about $2.00 per watt, while the Company
estimates that the cost of manufacturing its solar cells will be about $.40 per
watt. The Company believes that most crystalline silicon solar cells are sold
from between $2.50 to $5.00 per watt, depending on then existing supply and
demand and the size and terms of the related purchase order. The Company expects
to sell its solar cells from between $.99 to $1.99 per watt, depending on the
same factors.

Manufacturing and Equipment

The Company's proposed equipment is a custom-made manufacturing line
composed of a series of vacuum chambers in which a base material (polyimide) is
run through a roll-to-roll, truly continuous manufacturing process while
multiple layers of thin films of various substances (particularly amorphous
silicon) are deposited by various methods. The Company has engaged Vacuum
Process Technology, Inc. ("VPT") to engineer and construct the Company's
equipment. VPT has completed the general design of the equipment. It is
currently engaged in the selection and design of the specific components of the
equipment. This final phase of the design process is expected to be completed
near the beginning of February 2000.

VPT was incorporated in 1991 and is located in Pembroke, Massachusetts
(35 miles south of Boston) in a modern 25,000 square foot facility consisting of
high bay assembly and test areas, engineering/design spaces and administrative
offices. VPT's customers include and have included Eastman Kodak, Raytheon Co.,
Corning, Hughes, Laser Power Corporation, the Smithsonian Institute, and the
University of Rochester Laboratory for Laser Energetics. VPT has had prior
experience in designing and constructing equipment systems similar to the one it
is designing and constructing on behalf of the Company.

The ultimate charges for VPT's design and construction work will depend
on various options for which the Company may elect. Nonetheless, the Company
expects that VPT's final charges for all design and construction will total
approximately $1.5 million. The Company has paid VPT an initial amount of
$10,000 to commence work, and will be required to pay an additional $140,000
once all engineering work is completed. An estimated amount of $1.35 million
will be required to complete construction. To pay the remaining amounts to
become due to VPT, the Company is currently attempting to raise funds through a
private placement of its common stock to qualified investors or find an
institutional lender to purchase the equipment and lease it to the Company.
There can be no assurance that the Company will be successful in procuring
required financing or entering into a leasing arrangement as an alternative.

VPT has indicated a desire to house the Company's manufacturing
operations in VPT's premises and to manage such operations on behalf of the
Company. The Company is very disposed to lease a 4,000 square foot portion of
VPT's premises and engage VPT to manage the Company's manufacturing operations.
However, the terms upon which this would occur are very tentative and largely
undefined. Nonetheless, the Company is confident that, if it and VPT fail to
enter into agreements whereby the Company would lease a portion of VPT's
premises and VPT would manage the Company's manufacturing operations, the
Company will be able to find suitable alternative premises and an adequate
alternative arrangement for the management of the Company's manufacturing
operations.

The Company intends to establish a reputation as a manufacturer and
seller of quality solar cells and to improve continuously the quality of its
solar cells and services. Quality testing will occur in batches at the
completion of the manufacturing process. The efficiency of each batch of solar
cells will be estimated, and that batch will be priced based on the estimate.

Sales and Marketing

The Company believes that the market of solar cells is comprised of
four submarkets. These submarkets include the following:

* The domestic on-grid market. The Company believes that the
deregulation of the energy industry provides a favorable
climate for marketing solar electric power and solar systems
to domestic on-grid customers.
* The international on-grid market. The international on-grid
market has developed more rapidly than the domestic on-grid
market, particularly in Europe and Japan. The Company believes
that customers in Europe and Japan are strongly motivated by
environmental concerns and that their governments will
continue to support renewable energy sources.
* The rural electrification market. This market segment
addresses a large number of people throughout the world who
are not yet served with electric power.
* The telecommunications market. This market segment
includes a wide variety of telecommunications and related
industrial applications.

The Company's solar cells will be marketed and sold as a commodity for
incorporation into applications, modules and panels developed by original
equipment manufacturers, other companies or individuals. The Company does not
intend to develop applications, modules or panels for its solar cells at any
time in the foreseeable future. Thus, the Company expects that only persons
having at least a minimal technical ability will be potential customers for its
solar cells. The Company expects that potential customers should range from the
individual homeowner and hobbyist to large commercial users. Just by having its
Web site active, the Company has received expression of interests in its solar
cells from other businesses around the world for use in roofing tiles, ocean
buoys, television and radio relay stations, and other products.

While the Company expects to use traditional methods to market and sell
its solar cells to a limited extent, the Company intends to use the Internet and
the Web as its primary marketing and sales channels. The increasing
functionality, accessibility and overall usage of the Internet and the Web have
made them attractive commercial mediums. The Internet and the Web are evolving
into a unique sales and marketing channel, just as retail stores, mail-order
catalogs and television shopping have done. The cost to develop and maintain a
Web site is comparatively minimal. A Web site features the ability to reach and
serve a large, global group of customers electronically from a central location.
Purchasing is more convenient because purchases can be done 24 hours a day,
seven days a week and do not require any interfacing with an actual individual.
Products can be shipped directly to the customer's business. Moreover, a Web
site avoids the burdensome costs of employing inside or outside sales personnel,
premises in which to house inside sales personnel, travel to make sales calls,
and continuous printing and mailing costs of marketing materials. Web-based
business are generally able to conduct the same volume of business as
traditional retailers and wholesales but with fewer employees. Furthermore, Web
sites can process transactions and fulfill orders, provide customers with rapid
and accurate responses to their questions, and gather customer feedback
efficiently. Because of these advantages, electronic retailers have the
potential to build large, global customer bases quickly and to achieve superior
economic returns over the long term. An increasingly broad base of products and
services is successfully being sold electronically, including computers, travel
services, brokerage services, automobiles, music and books. The Company believes
that its solar cells can be successfully sold over the Internet and the Web, and
that its primary reliance on the Internet and the Web will give the Company an
advantage over its competitors.

The Company's marketing strategies will be designed to strengthen its
brand name, increase customer traffic to its Web site, build strong customer
loyalty, maximize repeat purchases and develop incremental revenue
opportunities. By offering customers a compelling value, the Company will seek
to increase the number of visitors who make a purchase, to encourage repeat
visits and purchases and to extend customer retention. Loyal, satisfied
customers also generate word-of-mouth advertising and awareness, and are able to
reach thousands of other customers and potential customers because of the reach
of electronic commerce. The Company will employ a variety of media, program and
product development, business development and promotional activities to achieve
these goals as funds become available. The Company may place advertisements on
various Web sites. These advertisements will probably take the form of banners
that encourage readers to click through directly to the Company's Web site. The
Company may also enter into co-marketing agreement pursuant to which links to
the Company's Web site will be featured on other, non-Company Web sites. The
Company may also engage in a coordinated program of print advertising in
specialized and general circulation newspapers and magazines. In the future it
may begin advertising in other media. This activity will be undertaken with the
hope of the Company's being featured in a wide variety of television shows,
articles and radio programs and widely-read portions of the Internet. The
Company will also strive to obtain greater search engine presence. Currently,
the Company is listed only on the extremely popular Yahoo search engine located
at http://www.yahoo.com. The results of a search of the word "photovoltaics" on
Yahoo search engine on December 6, 1999 listed the Company's Web site as the
first site match. The Company will strive for more of this type of search engine
presence.

Competition

The market for solar electric power components and systems is intensely
competitive. The Company believes that this market will continue to be intensely
competitive, particularly if products with significant cost and performance
attributes are developed. The Company also believes that while a single
technology, crystalline silicon, has been dominant throughout the industry's
approximately 20 year history, this market will be characterized by future
technological change.

A number of large U.S., Japanese and European companies are actively
engaged in the development, manufacturing and marketing of solar electric power
components and systems. Nearly all of these companies will have significantly
greater resources to devote to the research, development, manufacturing and
marketing than the Company expects to have. There are also a large number of
smaller companies involved in both the development of, as well as the ongoing
manufacturing and marketing of, solar electric power components and systems.

There are a variety of competing technologies currently under active
development by a large number of organizations. These technologies include other
amorphous silicon technologies, cadmium telluride and copper indium diselenide
as well as advanced concepts for both bulk, ingot based, and thin film
crystalline silicon. Any of these competing technologies could theoretically
achieve manufacturing costs per watt lower than the technology we are
developing.

The Company believes that the principal competitive factors in the
market for solar electric power components are the following:

* price per watt
* long-term stability and reliability
* product performance (primarily conversion efficiency)
* ease of handling and installation
* product quality
* reputation

In addition to direct competition from other solar electric power
manufacturers, the wholesale market for solar electric power competes with other
environmentally friendly sources of power such as wind and geothermal energy.

Intellectual Property

The Company expects that its success and ability to compete will
significantly depend on the proprietary process and design it will use in
connection with the manufacture of its solar cells. This process and design was
developed by Lawrence F. Curtin, the President and a Director of the Company,
and has been licensed to the Company. Mr. Curtin has filed three patent
applications regarding this process and design. The first of these was an
application for a provisional patent filed with the U.S. Patent and Trademark
Office (the "Patent Office"). This application gave protection to Mr. Curtin's
process and design for one year during which Mr. Curtin had the right to file an
application for a utility patent. During this one-year period, Mr. Curtin did
file with the Patent Office an application for a utility patent, his second
patent application regarding the process and design. This application is
currently pending, and Mr. Curtin expects a decision on this application will be
rendered near the end of year 2000. That decision may be to deny the
application, to grant the application in its entirety or to grant the
application in part. During December 1999, Mr. Curtin also filed a patent
application under the Patent Cooperation Treaty. This treaty has been entered
into by most industrialized countries and gives protection for 30 months during
which time the applicant must file patent applications in the individual treaty
countries under their particular laws. Mr. Curtin currently expects to file
patent applications regarding his process and design in only the countries
having the largest economies. In addition to its rights in the foregoing patent
applications and resulting patents, the Company also expects that it may rely
upon unpatented know-how and continuing technological innovation to develop and
maintain the Company's competitive position.

The Company has entered into a License Agreement (the "License Agreement")
with Mr. Curtin with respect to the three patent applications described above.
Under the License Agreement, the Company has an exclusive license regarding the
three patent applications and all patents that are issued thereon. In
consideration of this license, the Company will pay to Mr. Curtin a fixed
monthly royalty of $10,000. The License Agreement has a term lasting to the
latter to occur of the expiration of last-remaining application licensed
pursuant to the License Agreement or the longest-living patent issued with
respect to such an application. The License Agreement may terminate prematurely
upon certain fairly customary events (including the Company's right to terminate
the License Agreement at any time upon 60 days' notice). Mr. Curtin can also
terminate the License Agreement prematurely at any time within 60 days after
November 1, 2001, if by November 1, 2001 the Company has failed to commence the
sale of solar cells based on the licensed technology in commercially reasonable
quantities. The License Agreement also contains fairly customary
representations, warranties and indemnifications.

All of the Company's employees and consultants will generally be required
to sign confidential information non-disclosure agreements upon the commencement
of their employment with the Company. The Company's non-disclosure agreements
will provide that all confidential information developed or made known to the
individual during the course of the individual's relationship with the Company
is to be kept confidential and not disclosed to third parties except in specific
circumstances. These agreements will also provide that all inventions made by
the individual will be the Company's exclusive property.

There can be no assurance that the steps Mr. Curtin or the Company has
taken or will take to protect the proprietary rights on which the Company will
be relying will be adequate or that third parties will not infringe or
misappropriate such proprietary rights. Moreover, the confidentiality agreements
required of employees and consultants may not provide meaningful protection for
the Company's trade secrets or adequate remedies in the event of unauthorized
use or disclosure of such information. In addition, there can be no assurance
that other parties will not assert infringement claims against the Company. The
Company may be subject to legal proceedings and claims from time to time in the
ordinary course of its business, including claims of alleged infringement of
patents and other intellectual property rights of third parties by the Company.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.

Employees

The Company currently has only two employees, its executive officers
Lawrence F. Curtin (President & Secretary) and Harvey Judkowitz (Treasurer). As
construction of the Company's equipment nears completion, the Company expects to
hire an additional eight employees. Six of these employees would work in
operations in three shifts of two, one of these employees would serve as a
shipping clerk, and the last of these employees would serve as the operations
manager. The Company does not foresee any difficulty in hiring qualified
employees.

ITEM 2. PLAN OF OPERATION.

The following matters constitute the Company's primary immediate
objectives:

* enter into a financing arrangement to enable the Company to
construct its proposed equipment and have adequate working
capital
* complete the engineering work on and construction of the Company's
equipment
* finalize details pertaining to the location of the Company's
equipment and management of the Company's manufacturing
operations
* hire and train employees and procure an initial stock of raw
materials
* test the Company's completed equipment and commence commercial
production of the Company's solar cells

The Company is currently attempting to raise $2.0 million through a
private placement of its common stock to qualified investors. Of this amount,
$1.5 million will be used for equipment acquisition, and $500,000 will be used
for working capital. There can be no assurance that the Company will be
successful in raising the $2.0 million. As an alternative to the $2.0 million
private placement, the Company has entered into discussions with a large
financial institution regarding a transaction whereby this institution would
purchase the Company's equipment and lease it to the Company. If this lease were
obtained, the Company would still attempt to raise $500,000 million for working
capital purposes through a private placement. There can be no assurance that
this alternative approach to financing the equipment will occur. If required
financing is not available on acceptable terms, the Company will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
its business plan. Construction and testing of the Company's equipment is
expected to be completed within six to nine months after the $2.0 million is
raised or the equipment is otherwise financed. Once the Company has completed
construction, hired and trained employees and procured an initial stock of raw
materials, commercial production of the Company's solar cells will commence. The
Company does not expect any difficulty or lengthy delay in the hiring and
training of employees and procuring an initial stock of raw materials.

The Company does not anticipate performing any research and development
in the next twelve months, other than that the testing of the Company's
equipment after construction is completed. There is no expected purchases or
sales of any plant or significant equipment, other than the Company's proposed
custom-made manufacturing line expected to cost about $1.5 million. The Company
does not anticipate any significant changes in its number of employees from
those initially hired.

ITEM 3. DESCRIPTION OF PROPERTY.

The Company's principal asset will be its custom-made manufacturing
line composed of a series of vacuum chambers expected to cost about $1.5
million. Other than for this, the Company does not expect to own any significant
tangible property. The Company currently intends to locate its manufacturing
line in approximately 4,000 square feet of leased premises in Pembroke,
Massachusetts (35 miles south of Boston) or some similar space in the same
general vicinity. The Company has rights to certain proprietary technology
believed by it to be valuable to the Company's business. See "PART I, ITEM 3
DESCRIPTION OF BUSINESS - Intellectual Property."

In addition, the Company has entered into a Web Site Lease Agreement
(the "Lease Agreement") with Lawrence F. Curtin, the President and a Director of
the Company. Under the Lease Agreement, the Company has leased from Mr. Curtin a
Web site having the domain name "http://www.photovoltaics.com" (the "Web Site").
In consideration of this lease, the Company will pay to Mr. Curtin quarterly
lease payments equal to five percent of the aggregate sales price for the
Company's solar cells sold by means of the Web Site, net of regular trade and
quantity discounts. The Lease Agreement has a term lasting to December 31, 2050,
subject to earlier termination upon certain customary events (including the
Company's right to terminate the Lease Agreement at any time upon 60 days'
notice). The Lease Agreement will also terminate prematurely upon the
termination of the License Agreement for certain reasons. The Lease Agreement
also contains fairly customary representation, warranties and indemnifications.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of December 8, 1999 information
regarding the beneficial ownership of Common Stock (i) by each person who is
known by the Company to own beneficially more than 5% of the outstanding Common
Stock; (ii) by each director; and (iii) by all directors and officers as a
group.

Name and Address of
Beneficial Ownership(1) Beneficial Owner
Number Percent

<S> <C> <C>
The Zack Curtin Trust 3,750,000(2) 75.7%
215 Cranwood Dr.
Key Biscayne, Florida 33149

Harvey Judkowitz 50,000(3) 1.0%
10220 SW 124th St.
Miami, Florida 33176

All directors and officers 50,000(3) 1.0%
as a group (one person)
</TABLE>

(1) Includes shares Stock beneficially owned pursuant to options and
warrants exercisable within 60 days.
(2) The Zack Curtin Trust was established for the sole benefit of Zack
Curtin, the son of Lawrence F. Curtin, the President and a Director of
the Company. Lawrence F. Curtin is not a trustee of this trust and does
not possess sole or shared voting power or investment power over these
shares.
(3) Reflects 50,000 shares that may be acquired pursuant to a stock
option that is currently exercisable.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

Name Age Positions

<S> <C> <C>
Lawrence F. Curtin 56 Director, President & Secretary

Harvey Judkowitz 55 Director & Treasurer
</TABLE>

Lawrence F. Curtin has served as a Director and the President and
Secretary of the Company since inception. From January 1998 to January 1999, he
served as President of Photovoltaics Inc., a company engaged in the development
of a "paint" process to produce the photovoltaic effect. From June 1996 through
December 1997, Mr. Curtin was engaged in independent photovoltaic research. From
1991 through May 1996, he served as President of Sweepstakes News, a news
organization that gathered sweepstakes news and provided it over the radio and
through a newspaper supplement. Mr. Curtin received a Bachelor of Science from
the University of Wisconsin.

Harvey Judkowitz has served as a Director and the Treasurer of the Company
since September 1999. He is a certified public accountant and has been involved
in his own public accounting practice since 1988. Mr. Judkowitz received a
Bachelor of Business Administration from Pace University.

The authorized number of directors of the Company is presently fixed at
two. Each director serves for a term of one year that expires at the following
annual stockholders' meeting. Each officer serves at the pleasure of the Board
of Directors and until a successor has been qualified and appointed. Currently,
directors of the Company receive no remuneration for their services as such, but
the Company will reimburse the directors for any expenses incurred in attending
any directors meeting.

There are no family relationships, or other arrangements or
understandings between or among any of the directors, executive officers or
other person pursuant to which such person was selected to serve as a director
or officer.

ITEM 6. EXECUTIVE COMPENSATION.

The Company does not expect to pay any compensation to any executive
officer in the current fiscal year. The Company has entered into certain
agreements with Lawrence C. Curtin, a Director and the President of the Company,
pursuant to which the Company will pay amounts to Mr. Curtin unrelated to his
employment with the Company. See "PART I, ITEM 7 - CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" below for a cross-reference as to where in this
Registration Statement further information about the agreements with Mr. Curtin
can be obtained.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with the organization of the Company, the Company issued
to The Zack Curtin Trust 3,750,000 shares of Common Stock in consideration of
the assignment of certain patent rights and the payment of $3,750 in cash. The
sole beneficiary of The Zack Curtin Trust is Zack Curtin, the son of Lawrence C.
Curtin, a Director and the President of the Company. Lawrence F. Curtin is not a
trustee of this trust and does not possess sole or shared voting power or
investment power over these shares.

Lawrence C. Curtin, a Director and the President of the Company, has
entered into both a Patent License Agreement and a Web Site Lease Agreement with
the Company. For a description of the Patent License Agreement, see "PART I,
ITEM 1. DESCRIPTION OF BUSINESS - BUSINESS - Intellectual Property." For a
description of the Web Site Lease Agreement, see "PART I, ITEM 3. DESCRIPTION OF
PROPERTY."

ITEM 8. DESCRIPTION OF SECURITIES.

Capital Stock.

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, par value $.01 per share and 10,000,000 shares of Preferred Stock,
par value $.01 per share.

Common Stock.

The authorized Common Stock of the Company consists of 20,000,000
shares, par value $0.01 per share. As December 8, 1999, approximately 4,955,000
shares of Common Stock were outstanding. All of the shares of Common Stock are
validly issued, fully paid and nonassessable. Holders of record of Common Stock
will be entitled to receive dividends when and if declared by the Board of
Directors out of funds of the Company legally available therefor. In the event
of any liquidation, dissolution or winding up of the affairs of the Company,
whether voluntary or otherwise, after payment of provision for payment of the
debts and other liabilities of the Company, including the liquidation preference
of all classes of preferred stock of the Company, each holder of Common Stock
will be entitled to receive his pro rata portion of the remaining net assets of
the Company, if any. Each share of Common stock has one vote, and there are no
preemptive, subscription, conversion or redemption rights. Shares of Common
Stock do not have cumulative voting rights, which means that the holders of a
majority of the shares voting for the election of directors can elect all of the
directors.

Preferred Stock.

The Company's Certificate of Incorporation authorizes the issuance of
up to 10,000,000 shares of the Company's preferred stock, par value $0.01 per
share (the "Preferred Stock"). As of December 8, 1999, no shares of Preferred
Stock were outstanding. The Preferred Stock constitutes what is commonly
referred to as "blank check" preferred stock. "Blank check" preferred stock
allows the Board of Directors, from time to time, to divide the Preferred Stock
into series, to designate each series, to issue shares of any series, and to fix
and determine separately for each series any one or more of the following
relative rights and preferences: (i) the rate of dividends; (ii) the price at
and the terms and conditions on which shares may be redeemed; (iii) the amount
payable upon shares in the event of involuntary liquidation; (iv) the amount
payable upon shares in the event of voluntary liquidation; (v) sinking fund
provisions for the redemption or purchase of shares; (vi) the terms and
conditions pursuant to which shares may be converted if the shares of any series
are issued with the privilege of conversion; and (vii) voting rights. Dividends
on shares of Preferred Stock, when and as declared by the Board of Directors out
of any funds legally available therefor, may be cumulative and may have a
preference over Common Stock as to the payment of such dividends. The provisions
of a particular series, as designated by the Board of Directors, may include
restrictions on the ability of the Company to purchase shares of Common Stock or
to redeem a particular series of Preferred Stock. Depending upon the voting
rights granted to any series of Preferred Stock, issuance thereof could result
in a reduction in the power of the holders of Common Stock. In the event of any
dissolution, liquidation or winding up of the Company, whether voluntary or
involuntary, the holders of each series of the then outstanding Preferred Stock
may be entitled to receive, prior to the distribution of any assets or funds to
the holders of the Common Stock, a liquidation preference established by the
Board of Directors, together with all accumulated and unpaid dividends.
Depending upon the consideration paid for Preferred Stock, the liquidation
preference of Preferred Stock and other matters, the issuance of Preferred Stock
could result in a reduction in the assets available for distribution to the
holders of the Common Stock in the event of liquidation of the Company. Holders
of Preferred Stock will not have preemptive rights to acquire any additional
securities issued by the Company. Once a series has been designated and shares
of the series are outstanding, the rights of holders of that series may not be
modified adversely except by a vote of at least a majority of the outstanding
shares constituting such series.

One of the effects of the existence of authorized but unissued shares
of Common Stock or Preferred Stock may be to enable the Board of Directors of
the Company to render it more difficult or to discourage an attempt to obtain
control of the Company by means of a merger, tender offer at a control premium
price, proxy contest or otherwise and thereby protect the continuity of or
entrench the Company's management, which concomitantly may have a potentially
adverse effect on the market price of the Common Stock. If in the due exercise
of its fiduciary obligations, for example, the Board of Directors were to
determine that a takeover proposal were not in the best interests of the
Company, such shares could be issued by he Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent or render more difficult or make more costly the completion
of any attempted takeover transaction by diluting voting or other rights of the
proposed acquirer or insurgent stockholder group, by creating a substantial
voting block in institutional or other hands that might support the position of
the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.

Delaware Legislation.

The Company is a Delaware corporation and consequently is subject to
certain anti-takeover provisions of the Delaware General Corporation Law (the
"Delaware Law"). The business combination provision contained in Section 203 of
the Delaware Law ("Section 203") defines an interested stockholder of a
corporation as any person that (i) owns, directly or indirectly, or has the
right to acquire, fifteen percent (15%) or more of the outstanding voting stock
of the corporation or (ii) is an affiliate or associate of the corporation and
was the owner of fifteen percent (15%) or more of the outstanding voting stock
of the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder; and the affiliates and the associates of such person.
Under Section 203, a Delaware corporation may not engage in any business
combination with any interested stockholder for a period of three years
following the date such stockholder became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder, or (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at lease eighty-five percent (85%) of the voting
stock of the corporation outstanding at the time the transaction commenced
(excluding, for determining the number of shares outstanding, (a) shares owned
by persons who are directors and officers and (b) employee stock plans, in
certain instances), or (iii) on or subsequent to such date the business
combination is approved by the board of directors and authorized at an annual or
special meeting of the stockholders by at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding voting stock that is not owned by the interested
stockholder. The restrictions imposed by Section 203 will not apply to a
corporation if (i) the corporation's original certificate of incorporation
contains a provision expressly electing not be governed by this section or (ii)
the corporation, by the action of its stockholders holding a majority of
outstanding stock, adopts an amendment to its certificate of incorporation or
by-laws expressly electing not be governed by Section 203 (such amendment will
not be effective until 12 months after adoption and shall not apply to any
business combination between such corporation and any person who became an
interested stockholder of such corporation on or prior to such adoption). The
Company has not elected out of Section 203, and the restrictions imposed by
Section 203 apply to the Company. Section 203 could, under certain
circumstances, make it more difficult for a third party to gain control of the
Company.

Shares Eligible for Future Sale.

Sales of a substantial amount of Common Stock in the public market, or
the perception that such sales may occur, could adversely affect the market
price of the Common Stock prevailing from time to time in the public market and
could impair the Company's ability to raise additional capital through the sale
of its equity securities in the future. As of December 8, 1999, the Company has
issued and outstanding approximately 4,955,000 shares of Common Stock,
approximately 3,955,000 of which are believed to be "restricted" or "control"
shares for purposes of the Act. "Restricted" shares are those acquired from the
Company or an "affiliate" other than in a public offering, while "control"
shares are those held by affiliates of the Company regardless as to how they
were acquired. By the end of March 2000, 3,750,000 of these restricted shares
will have been outstanding for over one year and thus will be eligible for sale
under Rule 144. Near the beginning of August 2000, the remainder of these
restricted shares will have been outstanding for over one year and thus will be
eligible for sale under Rule 144. However, 3,750,000 of the approximately
3,955,000 shares believed to be "restricted securities" are held by affiliates
of the Company and must (by law) be sold subject to the volume limitations of
Rule 144 described above, thus restraining the number of shares that can sold in
any period of time.

In general, under Rule 144, one year must have elapsed since the later
of the date of acquisition of restricted shares from the Company or any
affiliate of the Company. No time needs to have lapsed in order to sell control
shares. Once the restricted or control shares may be sold under Rule 144, the
holder is entitled to sell within any three-month period such number of
restricted or control shares that does not exceed the greater of 1% of the then
outstanding shares or the average weekly trading volume of shares during the
four calendar weeks preceding the date on which notice of the sale is filed with
the Commission. Sales under Rule 144 are also subject to certain restrictions on
the manner of selling, notice requirements and the availability of current
public information about the Company. Under Rule 144, if two years have elapsed
since the holder acquired restricted shares from the Company or from any
affiliate of the Company, and the holder is deemed not to have been an affiliate
of the Company at any time during the 90 days preceding a sale, such person will
be entitled to sell such Common Stock in the public market under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, public
information requirements or notice requirements.

PART II.

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

Thus far, the Company's common stock (the "Common Stock") has been
traded on an extremely limited basis in the "Electronic Pink Sheets" of the
National Quotation Bureau under the symbol "PVDC". After this Registration
Statement becomes effective and subject to the sponsorship of a market maker,
the Company expects the Common Stock to be traded on the OTC Bulletin Board. The
Company has been advised that during the third quarter of 1999 one sale and
purchase of 1,300 shares of Common Stock occurred at a price of $1.50 per share,
and one sale and purchase of 1,100 shares and another sale and purchase of 200
shares occurred, both at a price of $1.75 per share. Other than as just
described, the Company knows of no other sales and purchases of Common Stock. As
of December 8, 1999, the Company had seven holders of record.

The Company has never paid cash dividends, and has no intentions of
paying cash dividends in the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS.

None.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the formation of the Company during March 1999, the
Company issued to The Zack Curtin Trust 3,750,000 shares of the Company's common
stock (the "Common Stock"), in consideration of the assignment of its interest
in certain patent rights and the payment of $3,750 in cash. In addition, in
connection with the formation of the Company and in consideration of the
assignment of their interests in such patent rights, the Company issued to three
other persons an aggregate of 155,000 shares of the Common Stock. All of these
issuances are claimed to be exempt pursuant to Regulation D under the Securities
Act of 1933 (the "Act").

During March 1999, the Company sold an aggregate of 1,000,000 shares of
Common Stock to two persons for a per-share purchase price of $.02. These sales
are claimed to be exempt pursuant to Regulation D under the Act.

During July 1999, the Company sold 40,300 shares of Common Stock to a
foreign trust and certain other persons for a per-share purchase price of $1.00.
These sales are claimed to be exempt pursuant to Regulation D under the Act.
During November 1999, the Company sold 9,700 shares of Common Stock to a person
for a per-share purchase price of $1.00. This sale is claimed to be exempt
pursuant to Regulation D under the Act.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation provides that, to the
fullest extent authorized by the Delaware Law, the Company shall indemnify each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding") because he is or was a director
or officer of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses,
liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by him in connection with such Proceeding.

Under Section 145 of the Delaware Law, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed Proceeding (other than an action by or in the right of the
corporation) if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of the corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that a
court determines upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

The Company's Certificate of Incorporation also provides that expenses
incurred by a person in his capacity as director of the Company in defending a
Proceeding may be paid by the Company in advance of the final disposition of
such Proceeding as authorized by the Board of Directors of the Company in
advance of the final disposition of such Proceeding as authorized by the Board
of Directors of the Company upon receipt of an undertaking by or on behalf of
such person to repay such amounts unless it is ultimately determined that such
person is entitled to be indemnified by the Company pursuant to the Delaware
Law. Under Section 145 of the Delaware Law, a corporation must indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees) actually and reasonably incurred in by him in
connection with the defense of a Proceeding if he has been successful on the
merits or otherwise in the defense thereof.

The Company's Certificate of Incorporation provides that a director of
the Company shall not be personally liable to the Company of its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for breach of a director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law for the willful or negligent unlawful payment of dividends,
stock purchase or stock redemption or (iv) for any transaction from which a
director derived an improper personal benefit.

The Company may attempt to procure directors' and officers' liability
insurance which insures against liabilities that directors and officers of the
Company may incur in such capacities.

FINANCIAL STATEMENTS

An index of the Financial Statements of the Company appears at Page F-1
hereof, the report of Company's Independent Auditors appears at Page F-2 hereof,
and the Financial Statements of the Company appear at Page F-3 through F-10
hereof.

PART III.

ITEM 1. INDEX TO EXHIBITS.

The following Exhibits are filed herewith:
<TABLE>
<CAPTION>

Exhibit No. Description

<S> <C>
3.01 First Amended and Restated Certificate of Incorporation of the Company.
3.02 Bylaws of the Company.
10.01 Patent License Agreement dated January 4, 2000 between the Company and Lawrence F. Curtin.
10.02 Web Site Lease Agreement dated January 4, 2000 between the Company and Lawrence F. Curtin.
10.03 Stock Option Agreement dated January 4, 2000 by the Company in favor of Harvey Judkowitz.
23.01 Consent of Sewell and Company, PA.
</TABLE>

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Act of 1934, the
Company caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

January 4, 2000 PHOTOVOLTAICS.COM, INC.

By: /s/ Lawrence F. Curtin
Lawrence F. Curtin,
President

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD
MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999

CONTENTS

Page

<S> <C>
Independent Auditors' Report 2

Balance Sheet 3

Income Statement 4

Statement of Changes in Stockholders' Equity 5

Statement of Cash Flows 7

Notes to Financial Statements 8

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Photovoltaics.Com, Inc. (A Development Stage Company)
Key Biscayne, Florida

We have audited the accompanying balance sheet of Photovoltaics.Com, Inc. (a
development stage company) as of October 31, 1999, and the related statements of
income, changes in stockholders' equity, and cash flows for the period from
March 10, 1999 (inception) to October 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Photovoltaics.Com, Inc. (a
development stage company) as of October 31, 1999, and the results of its
operations, and its cash flows for the period from March 10, 1999 (inception) to
October 31, 1999, in conformity with generally accepted accounting principles.

SEWELL AND COMPANY, PA

Hollywood, Florida
December 14, 1999

F-2
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 31, 1999
<TABLE>
<S> <C>

Assets
Current assets
Cash $ 800
--------
Total current assets $ 800

Intangible Assets
Patent and license, net of accumulated
amortization of $1,537
44,573
------
$ 45,373
==========

Liabilities and Stockholders' Equity
Liabilities
Accounts payable $ 1,000
Total current liabilities $ 1,000

Stockholders' Equity
Common stock $.01 par value; 20 million shares
authorized; 4,945,300 issued and outstanding $ 49,453
Additional paid in capital 44,897
Deficit accumulation during the development stage (49,977)
-------
44,373
------
$ 45,373
==========
</TABLE>

F-3

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999

Revenues $ 0

Expenses
Licensing and website expenses $ 44,583
Accounting 2,000
Amortization expense 1,537
Transfer agent fees 1,276
Stock certificate expenses 480
Bank charges 101
---------
Total Expenses 49,977
---------

Net Loss $ (49,977)
===========

Earning per share
Net Loss per Common Share $ (0.01)

</TABLE>
F-4

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<CAPTION>

Common Stock Paid in Accumulated
Shares Amount Capital Deficit TOTAL
<S> <C> <C> <C> <C> <C>
Issuance of common stock in exchange for
Patent and cash to Zack Curtin Trust at
$ 0.01 per share on March 3, 1999 3,750,000 $37,500 $ - $ - $ 37,500
Issuance of common stock in exchange for
cash to Glenogra Limited at $ 0.02 per
share on March 17, 1999 1,000,000 10,000 10,000 20,000
Issuance of common stock in exchange for
cash to Esscentaials Ltd. at $1 per share
on March 17, 1999 5,000 50 4,950 5,000
Issuance of common stock in exchange for
paint patent services to Ira L. Dubistky at
$ 0.01 per share, on July 31, 1999 30,000 300 300
Issuance of common stock in exchange for
paint patent services to Quest Ventura
Partners at $ 0.01 per share - July 31, 1999 100,000 1,000 1,000
------ ------- ------ ---- -----------
Sub- total 4,885,000 $48,850 $14,950 $ - $ 63,800

</TABLE>

F-5
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<CAPTION>

Common Stock Paid in Accumulated
Shares Amount Capital Deficit TOTAL
<S> <C> <C> <C> <C> <C>
Sub-total 4,885,000 $ 48,850 $14,950 $ $ 63,800

Issuance of common stock in exchange for
paint patent services to Donald and Pauline
Roux at $ 0.01 per share on July 31, 1999 25,000 250 250

Issuance of common stock in exchange for
cash to Lawrence Curtin at $ 1 per share
on July 31, 1999 35,300 353 29,947 30,300
Net loss from operations (49,977) (49,977)
------- ------- ------- -------- --------
Balance October 31, 1999 4,945,300 $49,453 $44,897 $ (49,977) $ 44,373
</TABLE>

F-6
<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 10, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
<TABLE>
<S> <C>
Cash flows from operating activities
Net Loss $ (49,977)
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization 1,537
Increase (decrease) in accounts payable 1,000
-----
Total adjustments 2,537
Net cash provided (used) by operating activities (47,440)

Cash flow from investing activities:
Cash payments for the purchase of property (10,810)
-------
Net cash provided (used) by investing activities (10,810)

Cash flow from financing activities:
Proceeds from issuance of common stock 59,050
------
Net cash provided (used) by financing activities 59,050
------

Net increase (decrease) in cash and cash equivilents 800

Cash and cash equivalents, March 10, 1999 0
------

Cash and cash equivalents, October 31, 1999 $ 800
=========
</TABLE>

Supplemental Cash Flow disclosure:
Shareholders' Equity
Note - During the eight months ended October 31, 1999, the Company issued
4,945,300 shares of common stock pursuant to a private offering.The proceeds
from the offering were $ 59, 050 in cash and $ 35,300 in patent's rights, net of
registration cost of $ 5,000.

F-7

<PAGE>

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Description:
Photovoltaics.Com, Inc. (the Company) is licensing a process to manufacture thin
film solar cells (photovoltaics). Photovoltaics is the name of the science that
uses a semiconductive device to convert sunlight into electricity. The Company
also plans to market the product through the Internet.

Organization:
Photovoltaics.Com, Inc. (a development stage company) was incorporated under the
laws of the state of Delaware on March 10, 1999.

The Company is considered to be in the development stage and the accompanying
financials represent those of a development stage company.

Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company treats all short-term
investments with maturities of three months or less at acquisition to be cash
equivalents.

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

Revenue Recognition:
Revenues of Photovoltaics.Com, Inc. are recognized at the time the services are
rendered to customers. Services are rendered when the Company's representatives
receive the customer's requests and completes the customer's orders.

Amortization:
Amortization of patents and licenses is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:

Patent and license 15 years

Advertising Cost:
Advertising and marketing costs are expensed as incurred. During the eight
months ended October 31, 1999, there were no advertising or marketing expenses.

F-8

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
TO OCTOBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Loss per Share and Diluted Loss per Share:

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which
specifies the computation, presentation and disclosure requirements for earnings
per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15
entitled Earnings Per Share. Basic earnings per share are computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares (the denominator) for the period. The computation of
diluted earnings per share is similar to basic earnings per share, except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potentially dilutive common shares had
been issued.

The numerator in calculating basic earnings per share is reported net loss. The
denominator is based on the following weighted-average number of common shares:

1999

Basic 4,799,564

Concentration of Credit Risk:
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with one financial institution amounting to $800 at
October 31, 1999, which was insured for up to $100,000 by the U.S. Federal
Deposit Insurance Corporation.

2. CAPITAL STOCK TRANSACTIONS

The Articles of Incorporation provide for the authorization of 20,000,000 shares
of common stock at $0.01 par value.

On March 10, 1999, 3,750,000 shares of common stock valued at $0.01 per share
were issued in exchange for patent rights and cash.

On March 17, 1999, 1,000,000 shares of common stock valued at $0.02 per share
were issued in exchange for cash.

FF-9

<PAGE>

PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999

2. CAPITAL STOCK TRANSACTIONS (CONTINUED)

On March 17, 1999, 5,000 shares of common stock valued at $1.00 per share were
issued in exchange for cash.

On July 31, 1999, 35,300 shares of common stock valued at $1.00 per share were
issued in exchange for cash.

One hundred fifty-five thousand shares of common stock valued at $0.01 per share
were issued in exchange for paint patent services, based on Board of Directors
assessment of value of services rendered July 31, 1999.

The Company's common stock as of October 31, 1999 consisted of the following:

20,000,000 shares authorized; 4,945,300 shares
issued and outstanding, at $0.01 par value. $ 49,453
========

3. INTANGIBLE ASSETS

At October 31, 1999, intangible assets were summarized by major classification
as follows:

Patent and license $ 46,110
Less: Accumulated amortization (1,537)
------
$ 44,573
========

Amortization expense for the eight months ended October 31, 1999 was $1,537.

4. SUBSEQUENT EVENTS

On November 10, 1999, the Company granted to an officer of the Company options
to purchase 50,000 shares of its common stock at a price of $1.00 per share. The
options expire on November 9, 2009. These options are exercisable as of November
10, 1999.

Prior to the audit report date, but subsequent to October 31, 1999, the Company
amended and restated its articles of incorporation to authorize 10,000,000
shares of Preferred Stock with a par value of $0.01 per share.

F-10

<PAGE>

EXHIBITS INDEX
<TABLE>
<CAPTION>

Exhibit
Number Description Page

<S> <C> <C>
3.01 First Amended and Restated Certificate of Incorporation of the Company.
3.02 Bylaws of the Company.
10.01 Patent License Agreement dated January 4, 2000 between the Company and
Lawrence F. Curtin.
10.02 Web Site Lease Agreement dated January 4, 2000 between the Company and
Lawrence F. Curtin.
10.03 Stock Option Agreement dated January 4, 2000
by the Company in favor of Harvey Judkowitz.
23.01 Consent of Sewell and Company, PA.

</TABLE>

EXHIBIT 3.01
FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PHOTOVOLTAICS.COM, INC.

First: The name of the Corporation is Photovoltaics.com, Inc.

Second: The name and address of the registered agent for service of
process on the Corporation in the State of Delaware is The Company Corporation,
1013 Center Road, New Castle County, Wilmington, Delaware 19805.

Third: The nature of the business, objects and purposes to be
transacted, promoted or carried on by the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

Fourth: The total number of shares of capital stock which the
Corporation shall have authority to issue is Sixty Million (60,000,000), divided
into Fifty Million (50,000,000) shares of Common Stock of the par value of one
cent ($0.01) per share and Ten Million (10,000,000) shares of Preferred Stock of
the par value of one cent ($0.01) per share.

A. No holder of Common Stock or Preferred Stock of the
Corporation shall have any pre-emptive, preferential, or other right to purchase
or subscribe for any shares of the unissued stock of the Corporation or of any
stock of the Corporation to be issued by reason of any increase of the
authorized capital stock of the Corporation or of the number of its shares, or
of any warrants, options, or bonds, certificates of indebtedness, debentures, or
other securities convertible into or carrying options or warrants to purchase
stock of the Corporation or of any stock of the Corporation purchased by it or
its nominee or nominees or other securities held in the treasury of the
Corporation, whether issued or sold for cash or other consideration or as a
dividend or otherwise, other than such rights, if any, as the Board of Directors
in its discretion from time to time may grant and at such price as the Board of
Directors in its discretion may fix.

B. The holders of Common Stock shall have the right to one
vote per share on all questions to the exclusion of all other classes of stock,
except as by law expressly provided or as otherwise herein expressly provided
with respect to the holders of any other class or classes of stock.

C. The Board of Directors is authorized, subject to
limitations prescribed by law, by resolution or resolutions to provide for the
issuance of shares of Preferred Stock in series, and by filing a certificate
pursuant to the General Corporation Law of Delaware, to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the Board with respect to each series shall include, but not be limited to,
determination of the following:

(1) The number of shares constituting that series and the
distinctive designation of that series;

(2) The dividend rights and dividend rate on the shares of
that series, whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority, if any, of
payment of dividends on shares of that series;

(3) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;

(4) Whether that series shall have conversion or exchange
privileges, and, if so, the terms and conditions of such conversion or
exchange including provision for adjustment of the conversion or
exchange rate in such events as the Board of Directors shall determine;

(5) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in cash on redemption,
which amount may vary under different conditions and at different
redemption dates;

(6) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;

(7) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series;

(8) Any other relative rights, preferences and limitations of
that series; or

(9) Any or all of the foregoing terms.

D. Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors of the Corporation providing for
the issue of any series of Preferred Stock created thereby, the number of shares
comprising such series may be increased or decreased (but not below the number
of shares then outstanding) from time to time by like action of the Board of
Directors of the Corporation. Should the number of shares of any series be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to adoption of the resolution originally fixing the number of
shares of such series.

E. Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or otherwise),
purchased or otherwise acquired by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock of any
other class or classes, shall have the status of authorized and unissued shares
of Preferred Stock and may be reissued as a part of the series of which they
were originally a part or may be reclassified or reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions adopted by the Board of Directors of
the Corporation providing for the issue of any series of Preferred Stock and to
any filing required by law.

Fifth: The Corporation is to have perpetual existence.

Sixth: In furtherance and not in limitation of the powers conferred
by the General Corporation Law of Delaware, the Board of Directors is
expressly authorized:

(1) To make, alter or repeal the by-laws of the Corporation.

(2) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the Corporation.

(3) To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created.

(4) By a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of two or
more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution
or in the by-laws of the Corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided,
however, the by-laws may provide that in the absence or
disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.

(5) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called upon such notice as
is required by the General Corporation Law of Delaware, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all the property and assets of the Corporation, including
its goodwill and its corporate franchises, upon such terms and
conditions and for such consideration, which may consist in whole or in
part of money or property including securities of any other corporation
or corporations, as the Board of Directors shall deem expedient and for
the best interests of the Corporation.

Seventh: To the fullest extent permitted by the General Corporation Law
of Delaware as the same exists or may hereafter be amended, a director of this
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

Eighth: This Corporation shall, to the maximum extent permitted from
time to time under the law of the State of Delaware, indemnify and upon request
shall advance expenses to any person who is or was a party or is threatened to
be made a party to any threatened, pending or completed action, suit, proceeding
or claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of
this Corporation or any of its direct or indirect subsidiaries or while such a
director or officer is or was serving at the request of this Corporation as a
director, officer, partner, trustee, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim; provided, however, that the foregoing
shall not require this Corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
exclusive or other indemnification rights arising under any bylaws, agreement,
vote of directors or stockholders or otherwise and shall inure to the benefit of
the heirs and legal representatives of such person. Any person seeking
indemnification under this Eighth Article shall be deemed to have met the
standard of conduct required for such indemnification unless the contrary shall
be established.

Ninth: In connection with the exercise of its judgement in determining
what is in the best interest of the Corporation and of the stockholders, when
evaluating a Business Combination, the Board of Directors of the Corporation is
hereby expressly authorized to consider, in addition to the adequacy of the
consideration to be paid in connection with such transaction, the following
factors and any other factors which it deems relevant, including, without
limitation: (i) the long term interests of the Corporation's stockholders,
including, among other factors, the consideration being offered in relation to
(a) the then current market price of the Corporation's equity securities and the
historical range of such prices, (b) the then current value of the Corporation
in a freely negotiated transaction, and (c) the Board of Directors' then
estimate of the future value of the Corporation as an independent entity; (ii)
the economic, social and legal effects on the Corporation and its subsidiaries,
including, among other factors, such effects on the Corporation's employees,
customers, suppliers and the communities in which they operate or are located;
(iii) the business and financial condition and earnings prospects of the
acquiring person or persons, including, but not limited to, debt service and
other existing financial obligations, financial obligations to be incurred in
connection with the acquisition, and other likely financial obligations of the
acquiring person or persons, and the possible effect of such conditions upon the
Corporation, its subsidiaries, and the other elements of the communities in
which the Corporation and its subsidiaries operate or are located; and (iv) the
competence, experience and integrity of the acquiring person or person, and its
or their management. For purposes of this Ninth Article, "Business Combination"
is defined as (a) a tender or exchange offer for any equity securities of the
Corporation, (b) a proposal to merge or consolidate the Corporation with another
company, (c) a proposal to purchase or otherwise acquired all or substantially
all of the properties and assets of the Corporation, or (d) a proposal to engage
in any other similar form of combination with the Corporation.

Tenth: Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the General Corporation Law of
Delaware) outside the State of Delaware at such place or places as may be
designated from time to time by the Boards of Directors or in the by- laws of
the Corporation. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.

Eleventh: Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, the meeting and vote of stockholders may be dispensed with and such
action may be taken with the written consent of stockholders having not less
than the minimum percentage of the vote required by the General Corporation Law
of Delaware for the proposed corporate action, provided that prompt notice shall
be given to all stockholders of the taking of corporate action without a meeting
and by less than unanimous consent.

Twelfth: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receive or receivers appointed for this Corporation under the
provisions of Section 291 of the General Corporation Law of Delaware or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provision of Section 279 of the General
Corporation Law of Delaware, order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

Thirteenth: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the General Corporation Law of Delaware,
and all rights conferred upon stockholders herein are granted subject to this
reservation.

EXHIBIT 3.02

BYLAWS

PHOTOVOLTAICS.COM, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing
stock in the corporation shall be signed by, or in the name of, the corporation
by (a) the Chairman or Vice-Chairman of the Board of Directors, if any, or by
the President or a VicePresident and (b) by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or
all the signatures on any such certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by
the General Corporation Law, the Board of Directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.

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3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the corporation
shall be made only on the stock ledger of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining the stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action. In
order that the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the certificate of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the certificate of incorporation,
except as any provision of law may otherwise require.

7. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date and at the time fixed by
the directors.

- PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the corporation in the State
of Delaware.

-CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the meeting.
Special meetings must also be called upon the instruction of one or more
stockholders holding singly or collectively at least 20% of the outstanding
common stock in the corporation.

-NOTICE OR WAIVER OF NOTICE. Written notice of all meetings
shall be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

- STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting -- the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, a Vice-President, or, if none of the foregoing
is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them. Except as
otherwise required by subsection (e) of Section 231 of the General Corporation
Law, the provisions of that Section shall not apply to the corporation.

- QUORUM. The holders of a majority of the outstanding shares
of stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holders
thereof to one vote. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.

9. STOCKHOLDER PROPOSALS. At an annual or a special meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual or
special meeting business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Chairman of the Board,
the President, or the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Chairman of the Board, the President,
or the Board of Directors, or (c) otherwise properly brought before the meeting
by a stockholder.

No proposal by a stockholder shall be presented at an annual or a
special meeting of stockholders unless such stockholder shall provide the Board
of Directors or the Secretary of the corporation with timely written notice of
intention to present a proposal for action at the forthcoming meeting of
stockholders, which notice shall include (a) the name and address of such
stockholder, (b) the number of voting securities he or she holds of record and
which he or she holds beneficially, (c) the text of the proposal to be presented
at the meeting, (d) a statement in support of the proposal, and (e) any material
interest of the stockholder in such proposal. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the fifth (5th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made. Any stockholder may make any other proposal at an annual or
special meeting of stockholders and the same may be discussed and considered,
but unless stated in writing and filed with the Board of Directors or the
Secretary prior to the date set forth above, no action with respect to such
proposal shall be taken at such meeting and such proposal shall be laid over for
action at an adjourned, special, or annual meeting of the stockholders taking
place no earlier than 60 days after such meeting.

This provision shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors, and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as provided in these Bylaws.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at any annual or special meeting except in accordance with the
procedures set forth in this these Bylaws. The chairman of the annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of these Bylaws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.

Notwithstanding any other provision of these Bylaws, the corporation
shall be under no obligation to include any stockholder proposal in its proxy
statement materials or otherwise present any such proposal to stockholders at a
special or annual meeting of stockholders if the Board of Directors reasonably
believes the proponents thereof have not complied with Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, and the corporation shall not be required to include in
its proxy statement material to stockholders any stockholder proposal not
required to be included in its proxy material to stockholders in accordance with
such Act, rules, or regulations.

10. NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures of these Bylaws shall be eligible for election as
directors. Subject to the rights of holders of any class or series of stock
having a preference over the common stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of directors generally
who complies with the notice procedures set forth in this these Bylaws. Any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as a director at a meeting only if timely
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by U.S. mail, first
class postage prepaid, return receipt requested, to the Secretary of the
corporation.

To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation not less than
60 days nor more than 90 days prior to the meeting; provided, however, that in
the event that less than 70 days' notice or prior public disclosure of the date
of the meeting is give or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the fifth
(5th) day following the day on which such notice of the date of the meeting was

<PAGE>

mailed or such public disclosure was made. Each such notice shall set forth: (a)
the name and address of the stockholder who intends to make the nomination, (b)
the name, age, business address, and home address of the person or persons to be
nominated; (c) the principal occupation of the person or persons nominated; (d)
a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting and intends to appear at the meeting to nominate the
person or persons specified in the notice; (e) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (f) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (g) the consent of each nominee to
serve as a director of the corporation if so elected. At the request of the
Board of Directors any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the procedures set forth in
these Bylaws. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or resident of the State of
Delaware. The initial Board of Directors shall consist of one person. Thereafter
the number of directors constituting the whole board shall be the number
determined by the Board of Directors, provided, however, that at least one
director is always required. Subject to the foregoing limitation and except for
the first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or, if the number is not fixed,
the number shall be three. The number of directors may be increased or decreased
by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation, shall
be elected

<PAGE>

by the incorporator or incorporators and shall hold office until the first
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the directors need be specified in any written
waiver of notice.

- QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided, that such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum is present,
may adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided
by the General Corporation Law, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with the exception of
any authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be
affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

8. COMPENSATION. Unless otherwise restricted by the
certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of directors. No provision of these Bylaws shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

9. RELIANCE. Each director and each member of any committee
designated by the Board of Directors shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or reports
made to the corporation by any of its officers, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee, or in relying in good faith upon other
records of the corporation.

ARTICLE III

OFFICERS

1. OFFICES AND QUALIFICATIONS. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer, and, if deemed
necessary, expedient, or desirable by the Board of Directors, a Chairman of the
Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers with such titles as the resolution of the
Board of Directors choosing them shall designate. Except as may otherwise be
provided in the resolution of the Board of Directors choosing him, no officer
other than the Chairman or Vice-Chairman of the Board, if any, need be a
director. Any number of offices may be held by the same person, as the directors
may determine.

2. TERM. Unless otherwise provided in the resolution choosing
him, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen and qualified. Any
officer may resign at any time upon written notice to the corporation. Any
officer may be removed, with or without cause, by the Board of Directors. Any
vacancy in any office may be filled by the Board of Directors.

3. COMPENSATION. The salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors or pursuant to its
direction; no officer shall be prevented from receiving such salary by reason of
his also being a director.

4. AUTHORITY AND DUTIES. All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in the resolutions of the Board of
Directors designating and choosing such officers and prescribing their authority
and duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may be inconsistent
therewith. In addition to the preceding, the officers of the corporation shall
have the following authority and duties:

- CHAIRMAN OF THE BOARD. The Chairman of the Board (if such
office is created by the Board) shall preside at all meetings of the Board of
Directors or of the stockholders of the corporation. In the Chairman's absence,
such duties shall be attended to by the Vice Chairman of the Board (if any, but
if there is more than one, the Vice Chairman who is senior in terms of time as
such) or (if there is no Vice Chairman) by the President. The Chairman shall
formulate and submit to the Board of Directors or the executive committee (if
any) matters of general policy of the corporation and shall perform such other
duties as usually appertain to the office or as may be prescribed by the Board
of Directors or the executive committee.

- VICE CHAIRMEN OF THE BOARD. In the absence of the Chairman
of the Board, or in the event of his inability or refusal to act, the Vice
Chairman (if any, but if there is more than one, the Vice Chairman who is senior
in terms of time as such) shall perform the duties and exercise the powers of
the Chairman of the Board, and when acting shall have all the powers of and be
subject to all the restriction upon the Chairman of the Board. In the absence of
the Chairman of the Board, such Vice Chairman shall preside at all meetings of
the Board of Directors or of the stockholders of the corporation. In the
Chairman's and Vice Chairmen's absence, such duties shall be attended to by the
President. The Vice Chairmen shall perform such other duties, and shall have
such other powers, as from time to time may be assigned to them by the Board of
Directors or the executive committee (if any).

- PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general manage, supervise and control the properties,
business and affairs of the corporation with all such powers as may be
reasonably incident to such responsibilities. Unless the Board of Directors
otherwise determines, the President shall have the authority to agree upon and
execute all leases, contracts, evidences of indebtedness and other obligations
in the name of the corporation. In the absence of the Chairman of the Board, the
President shall preside at all meetings of the Stockholders and (should he be a
director) of the Board of Directors. He may also preside at any such meeting
attended by the Chairman of the Board if he is so designated by the Chairman. He
shall have the power to appoint and remove subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors. The
President shall keep the Board of Directors and the Executive Committee fully
informed and shall consult them concerning the business of the corporation. He
may sign with the Secretary or any other officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the corporation
and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof has been expressly delegated by
these by-laws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. He shall
vote, or give a proxy to any other officer of the corporation to vote all shares
of stock of any other corporation standing in the name of the corporation and
shall exercise any and all rights and powers which this corporation may possess
by reason of its ownership of securities in such other corporation and in
general he shall perform all other duties normally incident to the office of
President and such other duties, and shall have such other powers, as may be
prescribed by the stockholders, the Board of Directors or the Executive
Committee (if any) from time to time.

- VICE PRESIDENTS. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. In the
absence of a designation by the Board of Directors of a Vice President to
perform the duties of the President, or in the event of his absence or inability
or refusal to act, the Vice President who is present and who is senior in terms
of time as a Vice President of the corporation shall so act. Any Vice President
may sign, with the Secretary or Assistant Secretary, certificates for shares of
the corporation. The Vice Presidents shall perform such other duties, and shall
have such other powers, as from time to time may be assigned to them by the
President, the Board of Directors or the executive committee (if any).

- SECRETARY. The Secretary shall (a) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these by-laws and attest the affixation of the seal of the
corporation thereto; (d) keep or cause to be kept a register of the post office
address of each stockholder which shall be furnished by such stockholder; (e)
sign with the President, or an Executive Vice President or Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the corporation, which may be kept (subject to any
provision contained in the General Corporation Law) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors; and (g) in general, perform all duties normally incident to
the office of Secretary and such other duties, and shall have such other powers,
as from time to time may be assigned to him by the President, the Board of
Directors or the executive committee (if any).

- TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
Bylaws; (b) prepare, or cause to be prepared, for submission at each regular
meeting of the Board of Directors, at each annual meeting of the stockholders,
and at such other times as may be required by the Board of Directors, the
President or the executive committee (if any), a statement of financial
condition of the corporation in such detail as may be required; and (c) in
general, perform all the duties incident to the office of Treasurer and such
other duties, and shall have such other powers, as from time to time may be
assigned to him by the President, the Board of Directors or the executive
committee (if any).

- ASSISTANT SECRETARY OR TREASURER. The Assistant Secretaries
and Assistant Treasurers shall, in general, perform such duties and have such
powers as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President, the Board of Directors or the Executive
Committee. The Assistant Secretaries and Assistant Treasurers shall, in the
absence or inability or refusal to act of the Secretary or Treasurer,
respectively, perform all functions and duties which such absent officers may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office. The Assistant Secretaries may
sign, with the President or a Vice President, certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE IV

INDEMNIFICATION

1. INDEMIFICATION. This corporation shall, to the maximum
extent permitted from time to time under the law of the State of Delaware,
indemnify and upon request shall advance expenses to any person who is or was a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of this corporation or any of its
direct or indirect subsidiaries or while such a director or officer is or was
serving at the request of this corporation as a director, officer, partner,
trustee, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
against expenses (including attorney's fees and expenses), judgments, fines,
penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit, proceeding
or claim; provided, however, that the foregoing shall not require this
corporation to indemnify or advance expenses to any person in connection with
any action, suit, proceeding, claim or counterclaim initiated by or on behalf of
such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any bylaws, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under this
Article IV shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established.

2. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article IV of the by-laws.

3. DEFINITIONS. For purposes of this Article IV, reference to
the "corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence has continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article IV with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

For purposes of this Article IV, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article IV.

ARTICLE V

DIVIDENDS

1. DECLARATION. Dividends upon the capital stock of the
corporation, subject to applicable provisions of the certificate of
incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to applicable law. Dividends may be paid in cash,
in property or in shares of capital stock, subject to applicable provisions of
the certificate of incorporation.

2. RESERVE. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
shall think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

ARTICLE VI

CORPORATE SEAL

The corporate seal shall be in such form as the Board of
Directors shall prescribe.

<PAGE>

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.

ARTICLE VIII

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation
and the provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of Photovoltaics.com, Inc., a Delaware corporation,
as in effect on the date hereof.

Dated: March 11, 1999

/s/ Lawrence F. Curtin
Secretary of Photovoltaics.com, Inc.
(SEAL)

EXHIBIT 10.01

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of the
4th day of January, 2000 but effective as of the 1st day of November, 1999 (the
"Effective Date"), by and between Lawrence F. Curtin ("Licensor") and
Photovoltaics.com, Inc. ("Licensee"), a Delaware corporation.

RECITALS:

WHEREAS, Licensor is the owner of the entire right, title and interest
in and to two applications for United States Letters Patent currently pending
and one application under the Patent Cooperation Treaty soon to be filed
(collectively, the "Applications");

WHEREAS, Licensee desires to acquire, for the License Period (as
defined below), the exclusive right and license to make, use and sell products
(the "Licensed Products") based on the methods and systems covered by the
Applications, any continuation, continuation-in-part or division of the
Applications, and any patents that issue on the Applications or any
continuation, continuation-in-part or division of the Applications (the
"Patents"); and

WHEREAS, Licensor is willing to grant such a license on the terms,
provisions and conditions hereinafter set forth;

AGREEMENTS:

NOW, THEREFORE, for and in consideration of $10.00, the mutual
covenants, terms and conditions hereinafter expressed, and other good and
valuable consideration (the receipt, adequacy and sufficiency of which the
parties hereto hereby acknowledge), the parties hereto agree as follows:

ARTICLE I.
GRANT OF LICENSE

A. In consideration of the amounts to be paid by Licensee to Licensor
pursuant hereto, Licensor hereby grants to Licensee for the License Period the
exclusive right and license to make, use and sell Licensed Products anywhere in
the world.

B. Licensee shall not have the right to sublicense the rights granted
to it hereunder except with the express prior written consent of Licensor, which
Licensor may grant or withhold in his sole discretion. Any sublicense of the
rights granted to Licensee hereunder in violation of this ARTICLE I, Section B
shall be null, void and without effect.
ARTICLE II.
ROYALTIES

In consideration of the license granted under ARTICLE I, Section A
above, Licensee shall pay to Licensor the amount of $10,000 on the first day of
each month during the License Period.

ARTICLE III.
DUTIES OF LICENSOR

During the License Period and at times convenient to Licensor and
Licensee, Licensor shall (A) disclose to Licensee all information, including all
skills, techniques and other know-how, known to him or that may become known to
him, that relates to the Licensed Products (the "Information"), (B) submit to
Licensee for review and copying all documentation, including all writings of
Licensor, in the possession of Licensor or which may come into the possession of
Licensor, that relates to the Licensed Products (the "Documents"), and (C) to
the extent reasonably necessary to a proper understanding of the Licensed
Products, explain in full detail the Information and Documents and answer all
questions of Licensee and its representatives relating to the Licensed Products.
All reasonable expenses incurred by Licensor in complying with this ARTICLE III
shall be paid by Licensee. During the License Period, Licensor shall not
disclose to any third party any of the Information or Documents except as
required by this Agreement.

ARTICLE IV.
DUTIES OF LICENSEE

A. During the License Period and for two years thereafter, Licensee
shall receive, hold in confidence and take all reasonable efforts to prevent
disclosure of the Information and the Documents, except any Information or
Documents that are Non-Proprietary, as defined immediately hereafter. For the
purposes of this Agreement, "Non-Proprietary" Information and Documents are
those which:

(1) are, or shall have been in the possession of Licensee prior to
the disclosure or submission thereof by Licensor to Licensee,

(2) are, or through no fault of Licensee become published or
otherwise available to others or to the public under
circumstances such that others or the public may utilize the
same without any direct or indirect obligation to Licensor, or

(3) are, or at any time may be, acquired by Licensee from any
third party rightfully possessed of the same and having no
direct or indirect obligation to Licensor with respect to
same.

B. Upon the termination of the License Period:

(1) Licensee shall promptly return to Licensor all of the
Documents submitted by Licensor to Licensee;

(2) Licensee shall not use or disclose to any third party any of
the Information, Documents or copies thereof, except any which
are Non-Proprietary.

C. Licensee shall cause all copies of the Licensed Product (as well as
all promotional material) to bear appropriate proprietary notices.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

A. Licensor hereby represents and warrants that he is the owner of the
entire right, title and interest in and to the Applications and has the sole
right to grant licenses of the scope herein granted, and (to the best of his
knowledge) the manufacture, sale and use of the Licensed Products by Licensee
will not infringe the rights of any other person. Licensor makes no
representation or warranty with respect to the validity of any Patents that may
be granted with respect to the Applications.

B. Licensee hereby represents and warrants that it shall use its best
commercial efforts to market the Licensed Products and that their sale and
marketing shall be in conformance with all applicable laws and regulations,
including but not limited to all intellectual property laws.

C. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR
WARRANTY BY LICENSOR OF THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE OF
ANY TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES AT ANY TIME MADE AVAILABLE
BY LICENSOR. LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY
OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR
NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER
LIABILITY INCURRED BY OR IMPOSED ON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF
OR IN CONNECTION WITH OR RESULTING FROM (1) THE PRODUCTION, USE, OR SALE OF ANY
LICENSED PRODUCT; (2) THE USE OF ANY TECHNICAL INFORMATION, TECHNIQUES, OR
PRACTICES DISCLOSED BY LICENSOR; OR (3) ANY ADVERTISING OR OTHER PROMOTIONAL
ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING, AND LICENSEE SHALL HOLD
LICENSOR, AND ITS OFFICERS, EMPLOYEES, AND AGENTS, HARMLESS IN THE EVENT
LICENSOR, OR ITS OFFICERS, EMPLOYEES, OR AGENTS, IS HELD LIABLE.

ARTICLE VI.
INDEMNIFICATION

A. Licensor shall indemnify Licensee and hold Licensee harmless from
any damages and liabilities (including reasonable attorneys' fees and costs)
arising from any breach of any agreement, representation or warranty made by
Licensor herein. Licensor's maximum liability to Licensee under this Agreement,
regardless on what basis liability is asserted, shall in no event exceed the
total amount paid to Licensor under this Agreement. Licensor shall not be liable
to Licensee for any incidental, consequential, punitive or special damages.

B. Licensee shall indemnify Licensor and hold Licensor harmless from
any damages and liabilities (including reasonable attorneys' fees and costs) (1)
arising from any breach of any agreement, representation or warranty made by
Licensee herein, (2) arising out of the manufacture, sale or use of the Licensed
Products, except to the extent that such manufacture, sale or use results in a
claim for infringement, and Licensor knew or should have known that Licensee's
manufacture, sale or use of the Licensed Products would result in the
infringement of the rights of another person, (3) arising out of any alleged
defects or failures to perform of the Licensed Products or any product liability
claims or use of the Licensed Products, and (4) any claims arising out of
advertising, distribution or marketing of the Licensed Products.

ARTICLE VII.
INTELLECTUAL PROPERTY RIGHTS AND PROTECTION

A. Licensor may, but is not obligated to, continue to prosecute, in its
own name and at its own expense, the Applications in an effort to obtain
Patents. Licensor grants to Licensee the right, if Licensor ever abandons the
prosecution of the Applications in an effort to obtain Patents, to apply for
patents on the Licensed Products provided that such patents shall be applied for
in the name of Licensor and licensed to Licensee during the License Period and
according to the terms, provisions and conditions of this Agreement. Licensee
shall have the right to deduct its reasonable out-of-pocket expenses for the
preparation, filing and prosecution of any such patent application (but in no
event more than $5,000) from future royalties due to Licensor under this
Agreement. Licensee shall obtain Licensor's prior written consent before
incurring expenses for any foreign patent application.

B. Improvements in the Licensed Products (an "Improvement") made by
Licensee shall be the exclusive property of Licensee. Licensee hereby grants to
Licensor, upon the termination of this Agreement in accordance with ARTICLE
VIII, a worldwide, royalty-free, perpetual license under all Improvements,
together with the right to sublicense others. Licensor's license shall be
exclusive. In the event Licensee does not wish to seek governmental protection
of any Improvement, it shall so notify Licensor prior to any public divulging
thereof and upon the request of Licensor, execute and procure the execution of
any and all applications and papers necessary or desirable to enable Licensor to
seek governmental protection and whatever assignments or transfer instruments
are necessary or required to effectuate ownership of the rights in Licensor in
any and all countries of the world which Licensor may elect. Any expense
incurred in the prosecution of such governmental protection by Licensor shall be
borne by Licensor.

C. In the event that either party learns of imitations or infringements
of the Licensed Products, that party shall notify the other in writing of the
infringements or imitations. Licensor shall have the right to commence lawsuits
against third persons arising from infringement of Licensed Products. In the
event that Licensor does not commence a lawsuit against an alleged infringer
within 60 days of notification by Licensee, Licensee may commence a lawsuit
against the third party. Before the filing suit, Licensee shall obtain the
written consent of Licensor to do so, and such consent shall not be unreasonably
withheld. Licensor shall cooperate fully and in good faith with Licensee for the
purpose of securing and preserving Licensee's rights to the Applications and
Patents. Any recovery (including, but not limited to a judgment, settlement or
licensing agreement included as resolution of an infringement dispute) shall be
divided equally between the parties after deduction and payment of reasonable
attorneys' fees to the party bringing the lawsuit.

D. During the License Period, Licensee shall bring to Licensor's
attention any prior art or other information known to Licensee that is relevant
to the Licensed Products, the Applications or the Patents and that might cause a
court to deem any of the Applications or Patents wholly or partly inoperative or
invalid. Licensee shall particularly specify such prior art or other information
to Licensor at the time it learns thereof and not less than ninety (90) days
prior to bringing any action against Licensor asserting the invalidity of any of
the Applications or Patents.

ARTICLE VIII.
LICENSE PERIOD AND TERMINATION

A. The term of this Agreement (the "License Period") shall commence
upon the Effective Date and shall expire simultaneously with the expiration of
the longest-living Patent or last-remaining Application (whichever occurs last),
unless sooner terminated pursuant to a provision of this Agreement.

B. Licensee may terminate this Agreement at any time upon sixty (60)
days' prior written notice to Licensor.

C. If either party shall be in default of any obligation hereunder, or
shall have filed a petition of bankruptcy or reorganization, have had filed
against it an involuntary proceeding, be adjudged bankrupt, become insolvent,
have made an assignment for the benefit of creditors, or have been placed in the
hands of a receiver, trustee in bankruptcy, receiver or liquidator, the other
party may terminate this Agreement by giving sixty (60) days' prior written
notice to the other party, specifying the basis for termination. If within sixty
(60) days after the receipt of such notice, the party who received notice shall
remedy the condition forming the basis for termination, such notice shall cease
to be operative, and this Agreement shall continue in full force.

D. Licensor may terminate this Agreement, by giving written notice to
Licensee, at any time within sixty (60) days after November 1, 2001, if by
November 1, 2001 Licensee has failed to commence the sale of Licensed Products
in commercially reasonable quantities.

E. After the termination of this Agreement, all rights granted to
Licensee under this Agreement shall terminate and revert to Licensor, and
Licensee shall refrain from further manufacturing, marketing, distribution, or
use of any Licensed Product, except as otherwise expressly permitted herein.
Notwithstanding the preceding, Licensee may dispose of Licensed Products
(completed by the date of termination or expiration) for a period of three
months after termination or expiration, provided that Licensee continues to pay
timely the royalty provided for in ARTICLE II hereof for each of the three
months in which sales continue.

F. The obligations under the following provisions of this Agreement
shall survive any termination of this Agreement:

(1) the royalty provisions of ARTICLE II, to the extent that
Licensee elects to continue sales of Licensed Products for
three months after termination in accordance with ARTICLE
VIII, Section E above;

(2) the confidentiality and related provisions of ARTICLE IV;

(3) the indemnification provisions of ARTICLE VI;

(4) the miscellaneous provisions of ARTICLE IX; and

(5) all disclaimers made herein.

ARTICLE IX.
MISCELLANEOUS

A. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH
AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.

B. The parties consent to the exclusive jurisdiction and venue of the
federal and state courts located in Dade County, Florida in any action arising
out of or relating to this Agreement. The parties waive any other venue to which
either party might be entitled by domicile or otherwise.

C. This Agreement represents the entire understanding between the
parties, and supersedes all other agreements, express or implied, between the
parties concerning the Applications and Patents. A provision of this Agreement
may be altered only by a writing signed by both parties.

D. The parties agree that if any part, term, or provision of this
Agreement shall be found illegal or in conflict with any valid controlling law,
the validity of the remaining provisions shall not be affected thereby. In the
event the legality of any provision of this Agreement is brought into question
because of a decision by a court of competent jurisdiction of any country in
which this Agreement applies, Licensor, by written notice to Licensee, may
revise the provision in question or may delete it entirely so as to comply with
the decision of said court.

E. The waiver of a breach hereunder may be effected only by a writing
signed by the waiving party and shall not constitute a waiver of any other
breach.

F. Nothing contained in this Agreement shall be construed to place the
parties in the relationship of agent, employee, franchisee, officer, partners or
joint ventures. Neither party may create or assume any obligation on behalf of
the other..

G. Any notices, requests, demands, or other communications herein
required or permitted to be given shall be in writing and may be personally
served, sent by United States mail, sent by an overnight courier who keeps
proper records regarding its deliveries, faxed or e-mailed. Notice shall be
deemed to have been given if personally served, when served, or if mailed, on
the third business day after deposit in the United States mail with postage
pre-paid by certified or registered mail and properly addressed, or if sent by
overnight courier as aforesaid with charges being billed to the sender, when
received by the party being notified, or if faxed, when the person giving the
notice receives a confirmation statement with all relevant details indicating
that the fax was properly received, or if e-mailed, when the person giving the
notice receives a confirmation statement with all relevant details indicating
that the e-mail was properly received. As used in this Agreement, the term
"business day" means days other than Saturdays, Sundays, and holidays recognized
by Federal banks. For purposes of this Agreement, the physical addresses, fax
numbers and e-mail addresses of the parties hereto shall be the physical
addresses, fax numbers and e-mail addresses as set forth on the signature pages
of this Agreement. Any party to be notified hereunder may change its physical
address, fax number and e-mail address by notifying each other party hereto in
writing as to the new physical address, fax number and e-mail address for
sending notices.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate on the date set forth above.

/s/ Lawrence F. Curtin
Lawrence F. Curtin

Address:_____________________________

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

Fax no:______________________________

E-mail Address:____________________________

PHOTOVOLTAICS.COM, INC.

By: /s/ Harvey Judkowitz
Harvey Judkowitz, Treasurer

Address:_____________________________

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

Fax no:______________________________

E-mail Address:____________________________

EXHIBIT 10.02

WEB SITE LEASE AGREEMENT

THIS WEB SITE LEASE AGREEMENT (the "Agreement") is made and entered into as
of the 4th day of January, 2000 but effective as of the 1st day of November,
1999 (the "Effective Date"), by and between Lawrence F. Curtin ("Lessor") and
Photovoltaics.com, Inc. ("Lessee"), a Delaware corporation.

RECITALS:

WHEREAS, Lessor is the owner of the entire right, title and interest in
and to the domain name "www.photovoltaics.com" (the "Domain Name") and certain
computer and related hardware, hardware configurations, operations systems and
related software, proprietary and other software algorithms, and other data and
facilities assembled by Lessor for purposes of developing, operating and
maintaining a currently existing site on the World Wide Web (the "Web") using
the foregoing domain name (such Web site is referred to hereinafter as the
"Leased Web Site");

WHEREAS, Lessee desires to lease, for the Lease Period (as defined
below), the Domain Name and the Leased Web Site for the purpose of marketing and
selling Lessee's proprietary solar cells ("Lessee's Solar Cells"); and

WHEREAS, Lessor is willing to enter into such a lease on the terms,
provisions and conditions hereinafter set forth;

AGREEMENTS:

ARTICLE I.
LEASE

A. In consideration of the amounts to be paid by Lessee to Lessor
pursuant hereto, Lessor hereby leases to Lessee for the Lease Period the Domain
Name and the Leased Web Site, upon the terms, provisions and conditions set
forth herein. Lessee shall have the right to use, operate, possess, and control
the Domain Name and the Leased Web Site during the Lease Period (subject to all
restrictions set forth herein), provided Lessee is not in default of the lease
payments required herein or any other provision of this Agreement.

B. Lessee shall use the Domain Name and the Leased Web Site solely for
marketing and selling Lessee's Solar Cells (the "Permitted Purpose") and for no
other purposes whatsoever. Lessee may not use the Domain Name or the Leased Web
Site to facilitate any illegal activity. All use of the Leased Web Site and the
Domain Name must comply with all applicable state, federal and international
laws and regulations. Lessee shall not operate the Leased Web Site in a manner,
and Lessee shall not offer at the Leased Web Site sales or services, that
Landlord reasonably believes to be offensive or not in keeping with the
Permitted Purpose.

C. Lessee shall have the right to have the Leased Web Site hosted by
any provider that Lessee chooses and to have the Domain Name redirected to
another Uniform Resource Locater (a "URL"), provided that, prior to doing so,
Lessee gives to Lessor in writing all relevant information in this regard and
(as requested by Lessor) such other information as Lessor may reasonably request
at that time or at any time thereafter.

D. Lessee shall not have the right to sublease or assign the Domain
Name or the Leased Web Site (or any portion of either of the same) except with
the express prior written consent of Lessor, which Lessor may grant or withhold
in his sole discretion. Any sublease or assignment of the Domain Name or the
Leased Web Site in violation of this ARTICLE I, Section D shall be null, void
and without effect.

ARTICLE II.
LEASE PAYMENTS

A. For purposes of computing lease payments under this
Agreement, "Net Sales Price" shall mean Lessee's invoice price for the Lessee's
Solar Cells, f.o.b. factory, after deduction of regular trade and quantity
discounts, but before deduction of any other items, including but not limited to
freight allowances, cash discounts, and agents' commissions. When Lessee's Solar
Cells are not sold, but are otherwise disposed of, the Net Sales Price of such
Lessee's Solar Cells for the purposes of computing lease payments shall be the
selling price at which Lessee's Solar Cells of similar kind and quality, sold in
similar quantities, are currently being offered for sale by Lessee. When such
Lessee's Solar Cells are not currently being offered for sale by Lessee, the Net
Sales Price of Lessee's Solar Cells otherwise disposed of, for the purpose of
computing lease payments, shall be the average selling price (on a cost-per-watt
basis) at which products of similar kind and quality, sold in similar
quantities, are then currently being offered for sale by other manufacturers.
When such products are not currently sold or offered for sale by Lessee or
others, then the Net Sales Price, for the purposes of computing lease payments,
shall be Lessee's cost of manufacture, determined by Lessee's customary
accounting procedures, plus one hundred percent (100%). In order to assure to
the Lessor full lease payments contemplated in this Agreement, Lessee agrees
that in the event any Lessee's Solar Cells shall be sold for purposes of resale
either (1) to a corporation, firm, or association that, or individual who, owns
a controlling interest in Lessee by stock ownership or otherwise, or (2) to a
corporation, firm, or association in which Lessee or its stockholders own a
controlling interest by stock ownership or otherwise, the lease payments to be
paid in respect to such Lessee's Solar Cells shall be computed on the net
selling price at which the purchaser for resale sells such Lessee's Solar Cells
rather than on the net selling price of the Lessee.

B. Lessee shall pay to Lessor continuing lease payments of five percent
(5.0%) of the Net Sales Price of Lessee's Solar Cells sold or otherwise disposed
of by Lessee by means of the Leased Web Site. All amounts that become due to
Lessor pursuant to this ARTICLE II, Section B with respect to a calendar quarter
shall be paid to Lessor within thirty (30) days after the end of such calendar
quarter.

C. Lessee shall maintain complete books and records with respect to the
sale or other disposition of Lessee's Solar Cells by means of the Leased Web
Site. Within thirty (30) days after the end of each calendar quarter, Lessee
shall render to Lessor a written statement regarding the sale or other
disposition of Lessee's Solar Cells by means of the Leased Web Site during such
calendar quarter. If any error is made by Lessee in any statement, it may be
corrected by Lessee within one year thereafter by making any necessary
deductions or additions on subsequent statements, or at Lessee's option by the
rendering of an amended statement. Any statement rendered by Lessee shall
conclusively be deemed true and correct and binding upon Lessor, shall
constitute an account stated and shall be incontestible unless Lessor delivers
to Lessee, within 13 months from the date such statement was delivered to
Lessor, specific written objections, setting forth specific transactions or
items objected to and the basis of such objections. Any recovery by Lessor shall
be limited to those items specifically objected to in writing by Lessor within
said 13 months. Lessor shall have the right to examine the books and records of
Lessee to the extent they pertain to the sale or other disposition of Lessee's
Solar Cells by means of the Leased Web Site. Such examination shall be made
during reasonable business hours, upon reasonable advance written notice, at the
regular place of business of Lessee where such books and records are maintained,
and shall be conducted on Lessor's behalf, at Lessor's expense, by Lessor or his
designee. Such examination shall not be made more frequently than annually,
unless Lessor discovers a material error in a statement, whereupon Lessor may
conduct an examination with respect to the next four quarterly statements
notwithstanding anything else contained herein. Moreover, not more than one
examination shall be made with respect to any statement rendered hereunder. With
respect to any statement previously rendered by Lessee, such examination shall
be permitted only for a period of 13 months from the date such statement was
mailed or delivered to Lessor. Lessor's examination shall be limited to those
records relating to the sale or other disposition of Lessee's Solar Cells by
means of the Leased Web Site and under no circumstances shall Lessor have the
right to examine records relating to Lessee's business generally.

ARTICLE III.
DUTIES OF LESSOR

A. Promptly after the execution of this Agreement, Lessor shall give to
Lessee full access to and possession of the hardware and software then being
used to operate and maintain the Leased Web Site and access to the benefit of
all agreements and contracts relating thereto to the extent that such access
will not result in the ability to terminate or assess a penalty thereunder.
Except upon expiration or termination of this Agreement, Lessor shall not during
the Lease Period reacquire possession of the foregoing.

B. Lessor shall not be under any liability or obligation in any manner
with regard to the operation or maintenance of the Leased Web Site. Lessee shall
have absolute control over and responsibility for the Leased Web Site during the
Lease Period, subject to all restrictions set forth herein. Lessor shall have no
obligations hereunder but to give to Lessee initial full access to and
possession of the Leased Web Site and not reacquire possession thereof until the
termination of this Agreement. Without any limitation on the foregoing, Lessor
shall have no obligations to do any of the following:

(1) configure, maintain or modify hardware or
software believed necessary for the operation of
the Leased Web Site;

(2) be responsible for the design of the features or
functions of the Leased Web Site;

(3) create, format or load content into the Leased Web
Site, or host, run, maintain or modify such content;

(4) maintain Internet connectivity for the Leased Web
Site;

(5) keep the Leased Web Site available for any period of
time;

(6) maintain redundant hardware or software as backup in
the event of the failure of, or damage to, all or any
portion of the Leased Web Site;

(7) assist with graphic design or content;

(8) assist with advertising or traffic promotion to the Leased
Web Site; or

(9) be responsible for the maintenance of security measures.

ARTICLE IV.
DUTIES OF LESSEE

A. Lessee shall assume all obligation, liability and expense concerning
possession of the Leased Web Site, and for its use, operation and condition
during the Lease Period. Lessee shall, at Lessee's expense, maintain the Leased
Web Site in good condition and operating order. Lessee agrees to continue the
operation of the Leased Web Site throughout the entire Lease Period.

B. Lessee hereby agrees to operate, maintain, and conduct Lessee's
business on, the Leased Web Site according to regularly accepted high standards
and will use its best efforts to create, maintain and promote a decent,
acceptable, respectable, tasteful and professional image and reputation for the
Leased Web Site. Lessee hereby agrees to consult and cooperate with Lessor, and
take under serious considerations suggestions made by Lessor, in this regard.
Any unresolvable disagreement regarding the effects on the image and reputation
of the Leased Web Site of Lessee's operation, maintenance and use of the Leased
Web Site or the Domain Name shall be submitted to arbitration in Dade County,
Florida pursuant to the rules of the American Arbitration Association,
Commercial Division.

C. Lessee shall be solely liable and responsible for obtaining,
maintaining, keeping and/or reobtaining any and all approvals, authorizations,
licenses, variances and/or permits from any private party and/or from any
governmental and/or quasi-governmental agencies required and/or suggested for
and/or in connection with the use of the Domain Name and the Leased Web Site.

D. Lessee is liable for, shall be required to pay on or before their
due dates, all sales taxes, use taxes, personal property taxes, and any other
taxes or governmental charges imposed on the Leased Web Site or the Domain Name
or based on the amount of lease payments to be made under this Agreement. Lessee
shall promptly notify Lessor and send Lessor copies of any notices, reports, and
inquiries received by Lessee from taxing authorities concerning delinquent
taxes, fees, charges, or other assessments. If any taxing authority requires
that a tax as described in this Section be paid to the taxing authority directly
by Lessor, Lessee shall, on notice from Lessor, pay to Lessor the amount of the
tax, together with the next lease payment. Lessee shall have the right at
Lessee's own expense to contest the validity or amount of any tax referred to in
this Section by legal proceedings promptly instituted and diligently conducted.
Lessee shall pay the tax demanded by the taxing authority before initiating any
proceedings. If taxes are reduced or cancelled, Lessee shall be entitled to the
refund for any taxes previously paid by Lessee, provided that Lessee is not in
default under any of the terms and conditions of this Lease.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

A. Lessor hereby represents and warrants that he is the owner of the
entire right, title and interest in and to the Leased Web Site and the Domain
Name, he has the sole right to enter into a lease of the scope herein provided,
and (to the best of his knowledge) the use of the Leased Web Site and the Domain
Name by Lessee will not infringe the rights of any other person.

B. LESSEE EXPRESSLY ACKNOWLEDGES THAT IT HAS DILIGENTLY EXAMINED THE
LEASED WEB SITE AND HAS DETERMINED THAT IT IS SUITABLE FOR LESSEE IN ALL
RESPECTS AND/OR FOR LESSEE'S INTENDED PURPOSES, AND LESSEE ACCEPTS THE LEASED
WEB SITE IN ITS CURRENT CONDITION, "AS IS" "WHERE IS". LESSEE EXPRESSLY
REPRESENTS AND WARRANTS UNTO LESSOR THAT IT HAS THE SKILL, JUDGMENT AND BUSINESS
ACUMEN NECESSARY TO MAKE SUCH DETERMINATIONS, AND LESSEE'S CONTINUED USE OF THE
LEASED WEB SITE SHALL BE DEEMED LESSEE'S ACCEPTANCE OF THE LEASED WEB SITE IN
ITS "AS IS, WHERE IS" CONDITION, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OF SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

ARTICLE VI.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION

A. Lessee shall be responsible for all content and graphics placed by
it on the Leased Web Site, and Lessor shall have no responsibility or liability
therefor.

B. Lessee assumes all risks relating to the interruption of the
availability of the Leased Web Site for any reason, and Lessor shall have no
responsibility or liability therefor.

C. Lessor shall indemnify Lessee and hold Lessee harmless from any
damages and liabilities (including reasonable attorneys' fees and costs) arising
from any breach of any agreement, representation or warranty made by Lessor
herein. Lessor's maximum liability to Lessee under this Agreement, regardless on
what basis liability is asserted, shall in no event exceed the total amount paid
to Lessor under this Agreement. Lessor shall not be liable to Lessee for any
incidental, consequential, punitive or special damages.

D. Lessee shall indemnify Lessor and hold Lessor harmless from any
damages and liabilities (including reasonable attorneys' fees and costs) (1)
arising from any breach of any agreement, representation or warranty made by
Lessee herein, (2) arising out of any use of the Leased Web Site or the Domain
Name, except to the extent that such use results in a claim for infringement
because of Lessee's use of the Leased Web Site (in its state on the Effective
Date) or the Domain Name, and Lessor knew or should have known that Lessee's use
of the Leased Web Site in such state or the Domain Name would result in the
infringement of the rights of another person, (3) arising out of any alleged
defects or failures to perform of the Lessee's Solar Cells or any product
liability claims or use of the Lessee's Solar Cells, or (4) any claims arising
out of advertising, distribution or marketing of the Lessee's Solar Cells.

ARTICLE VII.
INTELLECTUAL PROPERTY RIGHTS AND PROTECTION

A. The Leased Web Site and the Domain Name shall be deemed and shall
remain the property of Lessor. Lessee shall not have or at any time acquire any
right, title, equity, or other interest in the Leased Web Site or the Domain
Name, except the right to possession and use as provided for in this Agreement.
Lessee hereby agrees that it shall not at any time contest anywhere in the world
Lessor's ownership rights in the Leased Web Site or the Domain Name. Lessee
hereby agrees that it shall not at any time trademark, patent or copyright the
Domain Name.

B. Improvements in the Leased Web Site (an "Improvement") made by
Lessee shall be the exclusive property of Lessee. Lessee hereby grants to Lessor
a worldwide, royalty-free, perpetual license under all Improvements, together
with the right to sublicense others. Except with regard to Lessee's use of the
Improvements in connection with the Leased Web Site, Lessor's license shall be
exclusive. In the event Lessee does not wish to seek governmental protection of
any Improvement, it shall so notify Lessor prior to any public divulging thereof
and upon the request of Lessor, execute and procure the execution of any and all
applications and papers necessary or desirable to enable Lessor to seek
governmental protection and whatever assignments or transfer instruments are
necessary or required to effectuate ownership of the rights in Lessor in any and
all countries of the world which Lessor may elect. Any expense incurred in the
prosecution of such governmental protection by Lessor shall be borne by Lessor.

C. In the event that either party learns of imitations or infringements
of the Leased Web Site or the Domain Name or any item relating thereto, that
party shall notify the other in writing of the infringements or imitations.
Lessor shall have the right to commence lawsuits against third persons arising
from such infringement. In the event that Lessor does not commence a lawsuit
against an alleged infringer within 60 days of notification by Lessee, Lessee
may commence a lawsuit against the third party. Before the filing suit, Lessee
shall obtain the written consent of Lessor to do so, and such consent shall not
be unreasonably withheld. Lessor shall cooperate fully and in good faith with
Lessee for the purpose of securing and preserving Lessee's rights to the Leased
Web Site and the Domain Name. Any recovery (including, but not limited to a
judgment, settlement or licensing agreement included as resolution of an
infringement dispute) shall be divided equally between the parties after
deduction and payment of reasonable attorneys' fees to the party bringing the
lawsuit.

ARTICLE VIII.
LEASE PERIOD AND TERMINATION

A. The term of this Agreement (the "Lease Period") shall commence upon
the Effective Date and shall expire on midnight on December 31, 2050, unless
sooner terminated pursuant to a provision of this Agreement.

B. Lessee may terminate this Agreement at any time upon sixty (60)
days' prior written notice to Lessor.

C. If either party shall be in default of any obligation hereunder, or
shall have filed a petition of bankruptcy or reorganization, have had filed
against it an involuntary proceeding, be adjudged bankrupt, become insolvent,
have made an assignment for the benefit of creditors, or been placed in the
hands of a receiver, trustee in bankruptcy, receiver or liquidator, the other
party may terminate this Agreement by giving sixty (60) days' prior written
notice to the other party, specifying the basis for termination. If within sixty
(60) days after the receipt of such notice, the party who received notice shall
remedy the condition forming the basis for termination, such notice shall cease
to be operative, and this Agreement shall continue in full force.

D. This Agreement shall automatically terminate upon the termination of
that certain License Agreement of even date herewith between Lessor and Lessee,
pursuant to ARTICLE VIII, Sections B, C or D thereof.

E. Upon the termination of this Agreement, the following events shall
occur:

(1) all rights granted to Licensee under this Agreement shall
immediately terminate and revert to Licensor;

(2) Lessee shall give to Lessor full access to and possession of
the hardware and software then being used to operate and
maintain the Leased Web Site; and

(3) within 30 days after termination, Lessee shall furnish a final
written statement regarding the sale of Lessee's Solar Cells
from the date of the last such statement to the date of
termination and a final lease payment in accordance with
ARTICLE II, Section B hereof with regard to such sales.

F. The obligations under the following provisions of this Agreement
shall survive any termination of this Agreement:

(1) the lease payment and related provisions of ARTICLE II and
ARTICLE VIII, Sections E(3), relating to the final lease
payment;

(2) the tax provisions of ARTICLE IV, Section D regarding taxes
accruing prior to the date of termination;

(3) the limitation on liability and indemnification provisions of
ARTICLE VI;

(4) the intellectual property provisions of ARTICLE VII, Sections A and
B; and

(5) the miscellaneous provisions of ARTICLE IX.

ARTICLE IX.
MISCELLANEOUS

A. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH
AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.

B. Except as otherwise provided in the case of ARTICLE IV, Section B,
the parties consent to the exclusive jurisdiction and venue of the federal and
state courts located in Dade County, Florida in any action arising out of or
relating to this Agreement. The parties waive any other venue to which either
party might be entitled by domicile or otherwise.

C. This Agreement represents the entire understanding between the
parties, and supersedes all other agreements, express or implied, between the
parties concerning the Leased Web Site and the Domain Name. A provision of this
Agreement may be altered only by a writing signed by both parties.

D. The parties agree that if any part, term, or provision of this
Agreement shall be found illegal or in conflict with any valid controlling law,
the validity of the remaining provisions shall not be affected thereby. In the
event the legality of any provision of this Agreement is brought into question
because of a decision by a court of competent jurisdiction of any country in
which this Agreement applies, Lessor, by written notice to Lessee, may revise
the provision in question or may delete it entirely so as to comply with the
decision of said court.

E. The waiver of a breach hereunder may be effected only by a writing
signed by the waiving party and shall not constitute a waiver of any other
breach.

H. Time is of the essence.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate on the date set forth above.

/s/ Lawrence F. Curtin
Lawrence F. Curtin

Address:_____________________________

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

Fax no:______________________________

E-mail Address:_____________________________

PHOTOVOLTAICS.COM, INC.

By: /s/Harvey Judkowitz
Harvey Judkowitz, Treasurer

Address:_____________________________

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

Fax no:______________________________

E-mail Address:_____________________________

EXHIBIT 10.03

STOCK OPTION AGREEMENT BETWEEN
PHOTOVOLTAICS.COM, INC. AND HARVEY JUDKOWITZ

THIS STOCK OPTION AGREEMENT (the "Agreement") is made effective the 4th day
of January, 2000, between PHOTOVOLTAICS.COM, INC., a Delaware corporation (the
"Company"), and HARVEY JUDKOWITZ, a director of the Company ("Optionee").

RECITALS:

A. The Company has retained Optionee as a director of the Company.
B. In order to provide incentives to Optionee in such capacity, the
Company has determined to grant to Optionee the right to acquire certain
shares of the Company's common stock with par value of $0.01 per share
(hereinafter called "Common Stock"), all as provided more fully
hereinafter, all subject to the terms, provisions and conditions of this
Agreement.

WITNESSETH:

1. Grant of Stock Option; Purchase Price; Expiration Date. The Company
hereby grants to Optionee the right to purchase 50,000 shares of Common Stock at
a per-share purchase price of $1.00, pursuant to the terms, provisions and
conditions of this Agreement (the shares of Common Stock pursuant to which
Optionee shall acquire the right to purchase are referred to hereinafter as the
"Option Shares"). The option granted hereunder shall expire five years after the
date of this Agreement. In the event of Optionee's death prior to the otherwise
applicable expiration date, the options created by this Agreement shall be
exercisable for one year after Optionee's death by the legal representative of
the estate of Optionee or the person(s) who acquires the rights of Optionee
hereunder by bequest or inheritance as a result of the death of Optionee.

2. Exercise. Subject to the limitations contained herein, Optionee may
exercise the option created pursuant to this Agreement at any time or from time
to time after the effective date of this Agreement until the expiration of such
option as provided herein. If Optionee or Optionee's successor fails to exercise
the option created under this Agreement on or before the expiration date
provided for herein with respect to such option, such option shall expire on
such expiration date and be of no further force and effect. The option to
purchase granted hereunder shall be exercised by giving written notice to the
Company in compliance with this Agreement. Such notice shall state the number of
Option Shares with respect to which the option is being exercised and shall
specify a date which shall not be less than fifteen (15) nor more than thirty
(30) days after the date of such notice, as the date on which the Option Shares
will be taken up and payment made therefor in cash, certified or bank cashier's
check, or the equivalent, at the principal office of the Company. If any law or
regulation requires the Company to take any action with respect to the Option
Shares specified in such notice, then the date of the delivery of such Option
Shares against payment therefor shall be extended for the period necessary to
take such action. In the event of any failure to take up and pay for the number
of Option Shares specified in such notice on the date set forth therein, as the
same may be extended by the written agreement of both parties, such exercise of
this option may be terminated by the Company with respect to such number of
Option Shares not taken and paid for.

3. Adjustments.

(a) If the outstanding shares of the Common Stock shall be subdivided
into a greater number of shares or a dividend in Common Stock shall be paid in
respect of Common Stock, the per share purchase price of the Option Shares in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If the outstanding shares of Common Stock shall be combined into a smaller
number of shares, the per share purchase price of the Option Shares in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any
adjustment is required to be made in the per share purchase price of the Option
Shares, the number of Option Shares purchasable upon the exercise of the Option
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of the Option immediately prior to
such adjustment, multiplied by the per share purchase price of the Option Shares
in effect immediately prior to such adjustment, by (ii) the per share purchase
price of the Option Shares in effect immediately after such adjustment.

(b) If there shall occur any capital reorganization or reclassification
of the Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection (a) immediately above), or any
consolidation or merger of the Company with or into another corporation, or a
transfer of all or substantially all of the assets of the Company, or the
payment of a liquidating distribution then, as part of any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution,
lawful provision shall be made so that Optionee shall have the right thereafter
to receive upon the exercise hereof (to the extent, if any, still exercisable)
the kind and amount of shares of stock or other securities or property which
Optionee would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger, sale or liquidating
distribution, as the case may be, Optionee had held the number of shares of
Common Stock which were then purchasable upon the exercise of the Option. In any
such case, appropriate adjustment (as reasonably determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth herein with respect to the rights and interests thereafter of Optionee
such that the provisions set forth in this Section 3 (including provisions with
respect to adjustment of the per share purchase price of the Option Shares)
shall thereafter be applicable, as nearly as is reasonably practicable, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of the Option.

4. Shares Reserved. The Company will, at all times during the term of
this Agreement, reserve and keep available such number of its common shares as
will be sufficient to satisfy the requirements of this Agreement and will pay
all fees and expenses necessarily incurred by the Company in connection with the
issuance of such shares.

5. Restriction on Issuance of Shares; Legends. The Company will not be
obligated to sell any Option Shares hereunder unless the Option Shares are at
the time exempt from registration under the Securities Act of 1933, as amended,
and applicable state securities laws. Optionee shall make such investment
representations to the Company and shall consent to the imposition of such
legends on the stock certificates as are necessary, in the opinion of the
Company's counsel, to secure to the Company an appropriate exemption from
applicable securities laws.

6. Successors. This Agreement will be binding upon any successor of the
Company.

7. No Rights as Shareholder. Optionee shall have no rights as a
shareholder by reason of this Agreement and shall have only those rights
expressly conferred by this Agreement.

8. Nontransferability. This option will not be transferable other than
by will or the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, and during the lifetime of Optionee the option
may be exercised only by Optionee. More particularly (but without limiting the
generality of the foregoing), the option may not be assigned, transferred,
pledged or hypothecated in any way, may not be assignable by operation of law,
and may not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the option, will be null and void and without
effect.

9. Withholding Taxes. Upon exercise of any portion of this option and
notice from the Company to Optionee, Optionee shall pay to the Company the
amount of withholding income tax required to be withheld by the Company from
compensation to Optionee and in turn paid by the Company to the U.S. Internal
Revenue Service.

10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if
delivered or mailed, first class, with postage prepaid, to:

if to the Company, addressed to:

Photovoltaics.com, Inc.
215 Cranwood Dr.
Key Biscayne, Florida 33149
Attention: Mr. Lawrence F. Curtin; and

if to Optionee, addressed to the address for notice set forth
beneath Optionee's signature below;

or to such other address for notice as either party shall hereafter notify the
other party in writing, from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.

"COMPANY"

PHOTOVOLTAICS.COM, INC.

By: /s/ Lawrence F. Curtin
Lawrence F. Curtin, President

"OPTIONEE"

/s/HarveyJudkowitz
Harvey Judkowitz

Address for Optionee:

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

EXHIBIT 23.01

CONSENT OF SEWELL AND COMPANY, P.A.

Securities and Exchange Commission

RE: Photovoltaics.Com, Inc.

We hereby consent to incorporation of our report dated December 4, 1999
relating to the financial statements of Photovoltaics.Com, Inc. for the period
March 10, 1999 (Date of Inception) to October 32, 2999 in their filings with the
Securities and Exchange Commission.

/s/ Sewell and Company
SEWELL AND COMPANY, P.A.

Hollywood, Florida
December 20, 1999