INTERNET GOLF ASSOCIATION INC, SB-2, 1999-09-09

INTERNET GOLF ASSOCIATION INC
SB-2, 1999-09-09

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1999
REGISTRATION NO.

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________

INTERNET GOLF ASSOCIATION, INC.
(Name of small business issuer in its charter)
_____________________

NEVADA 713900 84-0605867
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation or organization) Code Number No.)

_____________________

24921 Dana Point Harbor Drive
Suite B-200
Dana Point, California 92629
(949) 493-9546
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
_____________________

Vincent Castagnola
24921 Dana Point Harbor Drive
Suite B-200
Dana Point, California 92629
(949) 443-9546
(Name, address and telephone number of agent for service)
_____________________

COPIES TO:

M. Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
____________________

Approximate Date of Proposed Sale to the Public.
As soon as practicable after this Registration Statement becomes effective.

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

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

<PAGE>

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

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

____________________

CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES BEING OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE

Common Stock offered for sale 600,000 $5.0625 $3,037,500 $1,047.42

Common Stock issuable upon
conversion of Convertible
Note 175,500 $1.90(2) $333,450 $114.98

Common Stock issuable
as coupon payments for
Convertible Note (3) 28,070 $1.90(2) $53,334 $18.40

Common Stock issuable upon
exercise of Warrants issued
to Triton Value Equity Fund 125,000 $5.50 $687,500 $237.07

Common Stock issuable upon
exercise of Warrants issued
to Bridgewater Capital 600,000 $4.50 $2,700,000 $931.04

Common Stock of certain
selling shareholders 280,430 $5.0625 $1,419,677 $489.55

Common Stock issuable
upon exercise of Options
issued under the Internet
Golf Association
Employee Stock Option Plan 1,000,000 $5.0625 $5,062,500 $1,745.69

Total Registration Fee $4,584.15
</TABLE>

[FN]

1 ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457. BASED IN PART ON THE AVERAGE BID AND ASK PRICES
FOR THE REFERENCED COMMON STOCK ON THE NASDAQ OVER-THE-COUNTER
BULLETIN BOARD ON SEPTEMBER 7, 1999.

2 THE CONVERTIBLE NOTE IS CONVERTIBLE AT A PERCENTAGE OF THE PRICE
FOR THE COMPANY'S COMMON STOCK ON THE NASDAQ OVER-THE-COUNTER BULLETIN
BOARD ON THE LOWEST 3 DAYS IN THE 20 TRADING DAYS PRIOR TO THE DATE
OF CONVERSION. THE PRICE REFLECTS CONVERSION IN THE EVENT THAT COMPANY'S
COMMON STOCK DROPS TO A PRICE OF $2.00 AT THE LOWEST PERCENTAGE
CONVERSION. SEE "DESCRIPTION OF SECURITIES."

3 REFLECTS POTENTIAL PAYMENT OF THE 8% INTEREST ON THE CONVERTIBLE
NOTE FOR A PERIOD OF 24 MONTHS FROM ISSUANCE. THE PRICING IS
CALCULATED AS SET FORTH IN FOOTNOTE 2 HEREOF.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>

INTERNET GOLF ASSOCIATION, INC.

Cross-Reference Sheet

<TABLE>
<S> <C> <C>
FORM SB-2 ITEM NUMBER AND HEADING CAPTION OR LOCATION IN PROSPECTUS
1. Front of the Registration Statement
and Outside Front Cover of
Prospectus Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front and Outside Back Cover
Pages

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

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Not Applicable

6. Dilution Dilution

7. Selling Security Holders Selling Stockholders

8. Plan of Distribution Plan of Distribution

9. Legal Proceedings Not applicable

10. Directors, Executive Officers,
Promoters and Control Persons Management - Directors and
Executive Officers

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

12. Description of Securities Description of Securities

13. Interest of Named Experts and Counsel Legal Matters; Experts

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

15. Organization Within Last Five Years Certain Transactions

16. Description of Business Business

</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
17. Management's Discussion and Analysis or
Plan of Operation Management's Discussion and
Analysis of Financial Condition
and Results of Operations

18. Description of Property Business - Facilities

19. Certain Relationships and Related
Transactions Certain Transactions

20. Market for Common Equity and Related
Stockholder Matters Outside Front Cover Page; Dividend
Policy; Description of Securities;
Price Range of Securities

21. Executive Compensation Executive Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure Not applicable

</TABLE>
<PAGE>

PROSPECTUS Up to 2,809,000 Shares of Common Stock

INTERNET GOLF ASSOCIATION, INC.
IGALINKS.COM
Internet Golf Association

Internet Golf Association is registering 600,000 shares for
sale to investors by the Company. The Shares will be sold at
prevailing market prices by the Company.

Internet Golf Association is also registering up to 2,209,000
shares for sale by (i) an investor in Internet Golf Association that
purchased a Series 1999-A Eight Percent Convertible Note and
Warrants (up to 328,570 shares), (ii) Employees, directors and
officers of Internet Golf Association who are issued and who
exercise employee stock options as incentive compensation (up to
1,000,000 shares); (iii) the Company's Consulting Firm (250,000
shares as well as 600,000 shares underlying warrants issued to such
firm); and (iv) its Legal Counsel (30,430 shares). See "Selling
Stockholders", "Description of Securities," "Experts."

Internet Golf Association's Common Stock is traded on the
Nasdaq over-the-counter market under the symbol "IGAT." All of the
common stock registered by this Prospectus will be sold by the
selling shareholders at the prevailing market price when they are
sold. On September 7, 1999, the last reported sale price for the
Common Stock on the Nasdaq over-the-counter market was $4.875 per
share. See "Price Range of Securities."

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.

___________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

There is no underwriter for any of the securities offered.
See "Plan of Distribution."

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 8, 1999

<PAGE>

PROSPECTUS SUMMARY

You should read the following summary together with the
more detailed information and the financial statements and notes
thereto appearing elsewhere in this Prospectus. This Prospectus
contains forward-looking statements. The outcome of the events
described in these forward-looking statements is subject to risks
and actual results could differ materially. The sections entitled
"Risk Factors," "Managements Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" contain a
discussion of some of these factors that could contribute to those
differences.

INTERNET GOLF ASSOCIATION

We organize and conduct interactive golf tournaments on the
Internet. Through our web site, located at www.IGALinks.com, persons
interested in participating can become a member of the Internet Golf
Association, also called the IGA. Once a member, participants can
enroll in one or more of our virtual golf tournaments and, if their
score is good enough relative to other members playing in the same
tournament, potentially win cash prizes.

Our tournaments are patterned after the Professional Golf
Association, or PGA, tour. Initially, we intend to host two
tournaments per month, with major tournaments scheduled to coincide
with the four major PGA tournaments (i.e., Masters, British Open,
U.S. Open and PGA Championship). Our first tournament, which was
free to all participants, was held from August 7, 1999 through
August 10, 1999. In the future, we intend to charge each
participant an entry fee, which we expect to be Ten Dollars
($10.00).

Once entered into a tournament, each participant will play in
one or more qualifying rounds of that tournament, where a certain
number of players will be eliminated so that only the top
participants will advance to the championship rounds. Eventually,
the winners will be awarded cash prizes of varying amounts depending
on the number of entrants. In order to attract serious competition,
we intend to offer a minimum of $10,000 in total cash prizes for
each tournament. Throughout each tournament, our web site will have
a Leaders Board where all participants can compare their scores with
other competitors and view their relative position in that tournament.

Participants in our tournaments will play using Links LS '99,
a golf-simulation game created by Access Software. We have been
given a license by Access Software to use their game for our
tournaments. Over 3,000,000 people world-wide already have the
Links LS '99 game software, and those that don't can purchase it
through our web site. The Links LS '99 software is, in our opinion,
the most advanced golf gaming software available because of its
graphics and sound capabilities. The software re-creates actual
golf courses all over the world, including (among many others) St.
Andrews in Scotland, Kapalula in Hawaii, and Pebble Beach in
California. We have been given permission by Access Software to
re-engineer the Links LS '99 software to function over the Internet
in our tournaments. By doing so, we can track, monitor, update and
store data in real-time while handling thousands of simultaneous
participants. Tournament participants can play while online, or
they can play their round of golf off-line at their convenience, and
then go online to transmit their scores to our tournament
headquarters and thus be added to the Leader Board. It is our
intention to

<PAGE>

make the IGALinks tournaments as much like a real golf
tournament as possible. In addition to the Leaders Board, we will
have an IGA Pro Shop located on the Web site where members and
others can purchase a variety of products with the IGA logo, as well
as a large variety of traditional golf-related items. It is our
intention that the Pro Shop will become one of the largest golf
e-commerce sites on the Internet, independent of its relationship
with our tournaments. We are currently in negotiations with several
manufacturers and existing golf-products retailers to help us create
and manage our Pro Shop. We expect to retain a percentage of the
revenues generated from the Pro Shop, although at this time we have
not negotiated a specific amount.

We expect to be able to generate income from four primary
sources:

- - Membership fees paid by members;

- - Entry fees for each tournament;

- - Revenue sharing from the sale of products through our online
Pro Shop, and

- - Advertising revenues from those who place advertisements on
our Web site and sponsor one or more tournaments or other
events.

OUR OFFICES

Our offices are located at 24921 Dana Point Harbor Drive,
Suite B-200, Dana Point, California 92629. Our telephone number is
(949) 443-2350.

THE OFFERING

SECURITIES OFFERED:

Shares Offered by
The Company . . . . . . We are registering to sell to new
investors up to 600,000 shares of
common stock. We intend to sell
these to new investors at
prevailing market prices, with a
minimum of $2.50 per share and a
maximum of $7.50 per share.

Shares Offered by
Triton Private Equities
Fund Up to 175,500 shares of Common Stock
which Triton Private Equities Fund,
LP can obtain by converting a
$333,333 principal amount Series
1999-A Eight Percent Convertible Note
into common stock. The Note can be
converted after 120 days from issuance
(on or after December 20, 1999) at a
percentage of the lowest three days
losing bid prices of our common stock
in the prior 20 trading days. If the

<PAGE>
Note was converted today, Triton
Private Equities Fund could obtain
approximately 50,000 shares of common
stock. The number of shares
of common stock we are registering to
potentially give to Triton Private Equities
Fund when they convert the Note reflects the
worst conversion ratio and a market price of
our stock of $2.00 (which we think is very
conservative and not likely to occur). See
"Selling Stockholders" and "Price Range of
Securities." We are also registering 28,070
shares of common stock which we may use to
pay the 8% interest payments on the Note
before it is converted. We are also
registering 125,000 shares of common stock
which Triton Private Equities Fund may
obtain by exercise of warrants which they
received with their investment. The
warrants are exercisable at $5.50
per share.

Employee Option Shares Up to 1,000,000 shares of Common
Stock which our employees, officers
and directors can obtain when they
exercise employee stock options
which we may grant them to provide
incentive compensation. Our stock
option plan provides that we can
issue up to 1,000,000 options
exercisable at or above the market
price of our stock on the date of
grant. Through the date of this
Prospectus, we have issued 510,000
of those options to Directors and
Officers. See "Management." Our
options are usually issued with
vesting over five years to properly
incentivize our employees and
minimize risks to our shareholders.

Bridgewater Capital
Shares 250,000 shares issued to Bridgewater Capital
Corporation and up to 600,000 shares of
Common Stock which can be issued if
Bridgewater Capital Corporation exercises
a warrant which they hold. The
<PAGE>

warrant is exercisable for $4.50 per share.
See "Selling Stockholders."

Cutler Shares . . . . . 30,430 shares of Common Stock which
we issued to Cutler Law Group and
certain of their employees. Cutler
Law Group is the Company's legal
counsel and we issued these shares
in exchange for legal services. See
"Selling Stockholders" and "Experts."

<PAGE>

COMMON STOCK . . . . . . . . 10,366,000 shares of common stock
are issued and outstanding as of
August 31, 1999.

NASDAQ OVER-THE COUNTER
BULLETIN BOARD SYMBOL IGAT. Pursuant to NASD
Eligibility Rule 6530 (the "Rule")
issued on January 4, 1999, issuers
who do not make current filings
pursuant to Sections 13 and 15(d) of
the Securities Act of 1934 are
ineligible for listing on the NASDAQ
Over- the-Counter Bulletin Board.
Pursuant to the Rule, issuers who
are not current with such filings
are subject to de-listing pursuant
to a phase-in schedule depending on
each issuer's trading symbol as
reported on January 4, 1999. Our
trading symbol on January 4, 1999
was CHMV. Therefore, pursuant to
the phase-in schedule, our common
stock is subject to de-listing on
October 7, 1999. On September 13,
1999, our common stock will have its
trading symbol changed to IGATE.
When we get this Registration
Statement effective, we would become
eligible to remain on the Nasdaq
over-the-counter bulletin board or
to reapply if we have been de-listed.

RISK FACTORS . . . . . . . . The common stock our investors are
offering involve a high degree of
risk. See "Risk Factors."

<PAGE>

RISK FACTORS

Any investment in our common stock involves a high degree of
risk. You should consider carefully the following information,
together with the other information contained in this prospectus,
before you decide to buy our common stock. If any of the following
events actually occurs, our business, financial condition or results
of operations would likely suffer. In this case, the market price of
our common stock could decline, and you could lose all or part of
your investment in our common stock. Except for historical
information, the discussion in this registration statement contains
forward-looking statements that involve risks and uncertainties.
These statements may refer to the Company's future plans,
objectives, expectations and intentions. These statements may be
identified by the use of the words such as "expect," "anticipate,"
"believe," "intend," "plan" and similar expressions. The Company's
actual results could differ materially from those anticipated in
such forward-looking statements. Factors that could contribute to
these differences include, but are not limited to, the risks below.

RISKS RELATED TO OUR ONLINE GOLF TOURNAMENT BUSINESS

OUR INTERNET GOLF TOURNAMENT BUSINESS HAS EXISTED FOR ONLY A
SHORT PERIOD OF TIME. Our executive officers commenced our major
lines of business -- the Internet Golf Association online golf tour
- -- relatively recently. To date, we have only held one tournament
designed to determine the viability of our concept and to test our
software. Accordingly, you can evaluate our business, and therefore
our future prospects, based only on a limited operating history. In
addition, you must consider our prospects in light of the risks and
uncertainties encountered by companies in an early stage of
development in new and rapidly evolving markets.

WE HAVE NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN
THE FUTURE. We have incurred losses in our business operation since
inception. We expect to continue to lose money for the foreseeable
future, and we cannot be certain when we will become profitable, if
at all. Failure to achieve and maintain profitability may adversely
affect the market price of our common stock.

WE ARE DEPENDENT UPON CERTAIN KEY PERSONNEL. Our future
success depends in large part

<PAGE>

on the skills, experience and efforts of our key marketing and
management personnel. The loss of the continued services of
any of these individuals could have a material adverse
effect on our business. In particular, we rely upon the
experience and historical success of Vincent Castagnola, our President.

<PAGE>

WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR
MARKET. Qualified personnel are in great demand throughout the
software and Internet start-up industries. Our success depends in
large part upon our ability to attract, train, motivate and retain
highly skilled sales and marketing personnel, web designers,
software engineers and other senior personnel. Our failure to
attract and retain the highly trained technical personnel that are
integral to our direct sales, product development, service and
support teams may limit the rate at which we can generate sales and
develop new products and services or product and service
enhancements. This could have a material adverse effect on our
business, operating results and financial condition.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY
TECHNOLOGY. Our success depends to a significant degree upon the
protection of our proprietary technology, in particular our
integration of the Access Links LS '99 software with our online golf
tournaments. The unauthorized reproduction or other misappropriation
of our proprietary technology could enable third parties to benefit
from our technology without paying us for it. This could have a
material adverse effect on our business, operating results and
financial condition. Although we have taken steps to protect our
proprietary technology, they may be inadequate. We do not know
whether we will be able to defend our proprietary rights because the
validity, enforceability and scope of protection of proprietary
rights in Internet-related industries are uncertain and still
evolving. Moreover, the laws of some foreign countries are uncertain
and may not protect intellectual property rights to the same extent
as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could
be burdensome and expensive and could involve a high degree of risk.

OUR BUSINESS DEPENDS UPON CONTINUED ACCESS TO THE LINKS LS
GOLF GAME SOFTWARE. We have a license from Access Software both to
use their software in our online golf tournaments, and also to
re-engineer the software for use in our online Internet tournament
format. Access Software was recently acquired by Microsoft
Corporation. While we believe our license agreements are
enforceable, we cannot be sure that Microsoft and/or Access will
honor their agreements or that they will not terminate our license
in the future. If we lose our ability to use the Links LS '99 golf
game, our business would be seriously damaged.

OTHER COMPANIES MAY CLAIM THAT WE INFRINGE THEIR PROPRIETARY
TECHNOLOGY. Although we attempt to avoid infringing known
proprietary rights of third parties, we are subject to the risk of
claims alleging infringement of third party proprietary rights. If
we were to discover that any of our products violated third party
proprietary rights, there can be no assurance that we would be able
to obtain licenses on commercially reasonable terms to continue
offering the product without substantial reengineering or that any
effort to undertake such reengineering would be successful. We do
not conduct comprehensive searches to determine whether the
technology used in our products infringes patents, trademarks,

<PAGE>

tradenames or other protections held by third parties. In addition,
product development is inherently uncertain in a rapidly evolving
technological environment in which there may be numerous patent
applications pending, many of which are confidential when filed,
with regard to similar technologies. Any claim of infringement could
cause us to incur substantial costs defending against the claim,
even if the claim is invalid, and could distract our management from
our business. Furthermore, a party making such a claim could secure
a judgment that requires us to pay substantial damages. A judgment
could also include an injunction or other court order that could
prevent us from selling our products. Any of these events could have
a material adverse effect on our business, operating results and
financial condition.

WE MAY BE UNABLE TO MEET OUR CAPITAL REQUIREMENTS. If our
capital is insufficient to conduct our business and if we are unable
to obtain needed financing, we will be unable to promote our
products and services, engage in and exploit potential business
opportunities and otherwise maintain our competitive position. Since
we intend to grow our business rapidly, it is certain that we will
require additional capital. We have not thoroughly investigated
whether this capital would be available, who would provide it, and
on what terms. If we are unable to raise the capital required to
fund our growth, on acceptable terms, our business may be seriously
harmed or even terminated.

IF OUR ONLINE SERVER BECAME UNAVAILABLE, WE COULD LOSE
CUSTOMERS. We could lose existing or potential customers for our
Internet online golf tournament and golf pro shop business if they
do not have ready access to our online server, or if our online
server and computer systems do not perform reliably and to our
customers' satisfaction. Network interruptions or other computer
system shortcomings, such as inadequate capacity, could reduce
customer satisfaction with our services or prevent customers from
accessing our services and seriously damage our reputation. As the
number of individual users increases, we will need to expand and
upgrade the technology underlying our online games and other
services. We may be unable to predict accurately changes in the
volume of traffic and therefore may be unable to expand and upgrade
our systems and infrastructure in time to avoid system
interruptions. All of our computer and communications equipment is
located in Dana Point, California. This equipment is vulnerable to
interruption or damage from fire, flood, power loss,
telecommunications failure and earthquake. Some of the components of
our computer and communication systems do not have immediate
automatic backup equipment. The failure of any of these components
could result in down time for our server and could seriously harm
our business. Our property damage and business interruption
insurance may not protect us from any loss that we may suffer. Our
computer and communications systems are also vulnerable to computer
viruses, physical or electronic break-in and other disruptions.
These problems could lead to interruptions, delays, loss of data or
the ineffective operation of our server. Any of these outcomes could
seriously harm our business.

<PAGE>

WE COULD LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR
SYSTEMS OR MATERIAL THIRD-PARTY SYSTEMS ARE NOT YEAR 2000 COMPLIANT.
Many currently installed computer systems and software products
accept only two digits to identify the year in any date. Thus, the
year 2000 will appear as "00," which a system or software might
consider to be the year 1900 rather than the year 2000. This error
could result in system failures, delays or miscalculations that
disrupt our operations. The failure of our internal systems, or any
material third-party systems, to be year 2000 compliant could result
in significant liabilities and could seriously harm our business. We
have conducted a review of our business systems, including our
computer systems. We have taken steps to remedy potential problems,
but have not yet developed a comprehensive year 2000 contingency
plan. There can be no assurance that we will identify all year 2000
problems in our computer systems before they occur or that we will
be able to remedy any problems that are discovered. We have also
queried many of our customers, vendors and resellers as to their
progress in identifying and addressing problems that their computer
systems may face in correctly interrelating and processing date
information as the year 2000 approaches and is reached. We have
received responses from several of these parties, but there can be
no assurance that we will identify all such year 2000 problems in
the computer systems of our customers, vendors or resellers before
they occur or that we will be able to remedy any problems that are
discovered. Our efforts to identify and address year 2000 problems,
and the expenses we may incur as a result of such problems, could
have a material adverse effect on our business, financial condition
and results of operations. In addition, the revenue stream and
financial stability of existing customers may be adversely impacted
by year 2000 problems, which could cause fluctuations in our
revenue. If we fail to identify and remedy year 2000 problems, we
could also be at a competitive disadvantage relative to companies
that have corrected such problems. Any of these outcomes could have
significant adverse effects on our business, financial condition and
results of operations.

THE DEVELOPMENT OF A MARKET FOR OUR ONLINE GOLF GAME IS
UNCERTAIN. If the market for online golf tournament and our online
golf pro shop and other services does not grow at a significant
rate, our business, operating results and financial condition will
be materially adversely affected. Use of the Internet to complete
tournament golf games is a new concept. Future demand for recently
introduced technologies is highly uncertain, and we can therefore
not be sure that our online golf business will grow as we expect.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY COMPETITION FOR
ONLINE GOLF PRODUCTS. There are numerous Internet websites which
offer interactive golf games online. Some of these websites offer
golf games using the same Links LS '99 software from Access Software
that we use. To our knowledge, however, no other competitor is
focusing solely on creating a full-scale online golf tour and
supplemental online golf community that emulates the feelings and
emotions associated with the PGA Tour, and where players can
actually play for substantial cash purses. We have identified three
Internet websites which we consider to be our closest competition:
(i) Mplayer.com, (ii) Golfcom.com and (iii) Worldcom.com. While
each of these

<PAGE>

websites offers products and/or services that are
somewhat similar to ours, none has the same proprietary process
where the core technology from Access Software resides on the
members own computer and responds to data transmitted from our
website. The proprietary process allows for exceptional graphics
and sounds without the need for excessive computer capabilities. As
a result, our tournaments can be played on more than 90% of the
world's computers. In addition, unlike our competitors who are
primarily game websites, we intend to create an online community for
all golf enthusiasts, one where people can obtain news and
information about every aspect of golf, real and simulated, in
addition to playing in our tournaments. The level of competition is
likely to increase as current competitors increase the
sophistication and scope of their websites and as new participants
enter the marketplace. Many of our current and potential
competitors have longer operating histories, larger customer bases,
greater brand recognition and significantly greater financial,
marketing and other resources than we do and may enter into
strategic or commercial relationships with larger, more established
and well-financed companies. Certain of our competitors may be able
to enter into such strategic or commercial relationships on more
favorable terms. In addition, new technologies and the expansion of
existing technologies may increase competitive pressures on us.
Increased competition may result in reduced operating margins and
loss of market share.

SEASONAL FACTORS MAY ADVERSELY AFFECT OUR OPERATING RESULTS.
Because the actual game of golf is played primarily in warm weather,
we believe that interest in our online game will be stronger during
the golf "season," particularly during golf's major tournaments. We
have not been in operation long enough to know the extent of this
seasonal impact, but we are hopeful that our game will provide an
outlet for playing golf for golfers during their offseason. It is
possible that seasonality of our business may cause our revenue and
operating results to fluctuate, and we may not be able to generate
sufficient revenue in certain quarters to offset expenses.

RISKS RELATED TO THE INTERNET INDUSTRY.

THE INTERNET MAY NOT REMAIN A VIABLE COMMERCIAL MARKET. Our
ability to generate revenues is substantially dependent upon
continued growth in the use of the Internet and the infrastructure
for providing Internet access and carrying Internet traffic. We
don't know if the necessary infrastructure or complementary products
will be developed or that the Internet will prove to be a viable
commercial marketplace. To the extent that the Internet continues to
experience significant growth in the level of use and the number of
users, we cannot be sure that the infrastructure of the internet
will continue to be able to support the demands placed upon it by
such potential growth. In addition, delays in the development or
adoption of new standards or protocols required to handle levels of
Internet activity, or

<PAGE>

increased governmental regulation may restrict
the growth of the Internet. If the necessary infrastructure or
complementary products and services are not developed or if the
Internet does not become a viable commercial marketplace, our
business, operating results and financial condition would be harmed.

OUR BUSINESS MAY BE HARMED BY THE SECURITY RISKS RELATED TO
INTERNET COMMERCE. A significant barrier to online shopping, and to
submission of personal data required to enter our tournaments, is
the secure transmission of confidential information over public
networks. Internet companies rely on encryption and authentication
technology to provide the security and authentication necessary to
effect secure transmission of confidential information. There can be
no assurance that advances in computer capabilities, new discoveries
in the field of cryptography or other developments will not result
in a compromise or breach of the algorithms used by companies to
protect consumer's transaction data. If any such compromise of this
security were to occur, it could have a material adverse effect on
our potential clients, business, prospects, financial condition and
results of operations. A party who is able to circumvent security
measures could misappropriate proprietary information or cause
interruptions in operations. We may be required to expend
significant capital and other resources to protect against such
security breaches or to alleviate problems caused by such breaches.
Concerns over the security of transactions conducted on the Internet
and the privacy of users may also hinder the growth of online
services generally. To the extent that our activities or third-party
contractors involve the storage and transmission of proprietary
information, such as credit card numbers, or personal data
information, security breaches could damage our reputation and
expose us to a risk of loss or litigation and possible liability. We
cannot be sure that our security measures will not prevent security
breaches or that failure to prevent such security breaches will not
have a material adverse effect on our business.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR STOCK.

OUR EXISTING SHAREHOLDERS WILL EXERCISE SIGNIFICANT CONTROL.
Our principal shareholders, officers and directors beneficially own
approximately thirty-five percent (35%) of our common stock. As a
result, they may have the ability to control and direct our affairs
and business. Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control.

ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT HOLDERS OF
COMMON STOCK OR DELAY OR PREVENT CORPORATE TAKE-OVER. Our Articles
of Incorporation provide that preferred stock may be issued by the
Company from time to time in one or more series. Our Board of
Directors is authorized to determine the rights, preferences,
privileges and restrictions granted to and imposed upon any wholly
unissued series of preferred stock and the designation of any such
shares, without any vote or action by our shareholders. The Board of
Directors may authorize

<PAGE>

and issue preferred stock with voting power
or other rights that could adversely affect the voting power or
other rights of the holders of common stock. In addition, the
issuance of preferred stock could have the effect of delaying,
deferring or preventing a change in control, because the terms of
preferred stock that might be issued could potentially prohibit the
consummation of any merger, reorganization, sale of substantially
all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding
shares of the preferred stock.

THERE HAS BEEN LITTLE PREVIOUS TRADING MARKET FOR OUR STOCK,
AND IF SUCH A MARKET DOES DEVELOP, OUR STOCK PRICE COULD POTENTIALLY
BE VOLATILE. Our stock is presently trading on the Nasdaq
over-the-counter market under the symbol "IGAT." Nevertheless,
there has been little volume in trading in the public market for the
common stock, and there can be no assurance that a more active
trading market will develop or be sustained. The market price of
the shares of common stock is likely to be highly volatile and may
be significantly affected by factors such as fluctuations in our
operating results, announcements of technological innovations or new
products and/or services by us or our competitors, governmental
regulatory action, developments with respect to patents or
proprietary rights and general market conditions.

BECAUSE OF RECENT NASD RULES, OUR COMMON STOCK MAY BE
DELISTED FROM THE NASDAQ OVER-THE-COUNTER MARKET. Pursuant to NASD
Eligibility Rule 6530 (the "Rule") issued on January 4, 1999,
issuers who do not make current filings pursuant to Sections 13 and
15(d) of the Securities Act of 1934 are ineligible for listing on
the NASDAQ Over- the-Counter Bulletin Board. Pursuant to the Rule,
issuers who are not current with such filings are subject to
delisting pursuant to a phase-in schedule depending on each issuer's
trading symbol as reported on January 4, 1999. Our trading symbol
on January 4, 1999 was CHMV. Therefore, pursuant to the phase-in
schedule, our common stock is subject to de-listing on October 7,
1999. On September 13, 1999, our common stock will have its trading
symbol changed to IGATE. When we get this Registration Statement
effective, we would become eligible to remain on the Nasdaq
over-the-counter bulletin board. If we had previously been
delisted, we could reapply for listing when we have this
Registration Statement effective.

FUTURE SALES OF COMMON STOCK BY OUR EXISTING SHAREHOLDERS
COULD CAUSE OUR STOCK PRICE TO FALL. The market price of our common
stock could decline as a result of sales by our existing
shareholders of shares of common stock in the market after this
offering, or by the perception that these sales could occur. Such
sales could also make it more difficult for us to sell equity
securities at a time and at a price that we deem appropriate. Even
without subsequent registration, these sales could occur pursuant to
Rule 144 of the Securities Act of 1933, which permits sales of
unregistered, or "restricted" securities under certain circumstances.

USE OF PROCEEDS. Most of the shares offered in this
Prospectus are being sold by

<PAGE>

shareholders who already have our shares because
they invested in our company or helped us as
professionals. The Shares which we are trying to sell for our
Company will result in proceeds to the Company which will be used
mostly for working capital and advertising, but our management will
have wide discretion to use the proceeds as they believe is best for
the Company. The proceeds could therefore be used for items which
Management decides is best rather than as listed.

<PAGE>

PRICE RANGE OF SECURITIES

The following table sets forth the high and low prices for
shares of our common stock for the periods noted, as reported by the
National Daily Quotation Service and the NASDAQ Over-The-Counter
Bulletin Board. Quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions. Prior to May 18, 1999, our common stock was listed
under the symbol "CHMV", although there were no prices posted and no
trading of our common stock during the previous two years.
Effective on May 18, 1999, the trading symbol for the Company's
Common Stock changed to IGAT.

<TABLE>
<S> <C> <C> <C>
BID PRICES
YEAR PERIOD HIGH LOW

1999 First Quarter . . . . . . . . . . . . . N/A N/A
Second Quarter (from May 28) . . . . . . . . . . 5.63 3.63
Third Quarter (through September 7). . . . . . . 5.75 3.75

1998 First Quarter . . . . . . . . . . . . . N/A N/A
Second Quarter . . . . . . . . . . . . . . . . . N/A N/A
Third Quarter. . . . . . . . . . . . . . . . . . N/A N/A
Fourth Quarter . . . . . . . . . . . . . . . . . N/A N/A
</TABLE>

The number of beneficial holders of record of the Common
Stock of the company as of the close of business on September 7,
1999 was approximately 797. Many of the shares of the Company's
Common Stock are held in "street name" and consequently reflect
numerous additional beneficial owners.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and
do not anticipate paying any cash dividends on our common stock in
the future. Instead, we intend to retain future earnings, if any,
to fund the development and growth of our business.

<PAGE>

DILUTION

The difference between the public offering price per share of
Common Stock and the net tangible book value per share of Common
Stock after this Offering constitutes the dilution to investors in
Shares we are offering to the public in this Offering. The Company
has already realized the dilution from the Shares registered for
selling securityholders. Net tangible book value per share is
determined by dividing the net tangible book value (total assets
less intangible assets and total liabilities) by the number of
outstanding shares of Common Stock. The dilution calculations we
have set forth in this section reflect an offering price of $5.00
per share, although we intend to sell the Shares at market prices
not below $2.50 per share or above $7.50 per share.

As of June 30, 1999, the Company had a net tangible book
value of $117,008 or $.011) per share of issued and outstanding
Common Stock. After giving effect to the sale of the Shares
proposed to be offered (assuming we are able to sell all of the
600,000 Shares), the net tangible book value at that date would have
been $3,067,008 or $0.280 per share. This represents an immediate
increase in net tangible book value of $0.269 per share to existing
stockholders and an immediate dilution of $4.72 per share to new
investors.

The following table illustrates such per share dilution:

Proposed public offering price (per share) . . . . $5.00

Net tangible book value per share at
June 30, 1999. . . . . . . . . . . . . . ($.011)
Increase in net tangible book value per
share attributable to the proceeds
of the Offering (1). . . . . . . . . . . . $0.269
Pro forma net tangible book value per share after
the Offering (1). . . . . . . . . . . . . . . . . . . . $0.280

Dilution to new investors. . . . . . . . . . . . . $4.72

The following table sets forth on a pro forma basis at June
30, 1999, the differences between existing stockholders and new
investors with respect to the number of shares of Common Stock
purchased from the Company, the total consideration paid to the
Company and the average price paid per share (assuming a proposed
public offering price of $5.00 per share).

<TABLE>
<S> <C> <C> <C> <C> <C>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
PRICE PER
PERCENT SHARE

Stockholders 10,338,800 95% $727,000 20% $0.07

New investors 600,000 5% 3,000,000 80% $5.00

Total 10,938,800 100% $3,727,000 100%

</TABLE>

<PAGE>

USE OF PROCEEDS

The Company does not realize any proceeds from the sale of
the Shares by the Selling Securityholders. The Company has already
received and is utilizing the proceeds received from those Shares
sold in private placements in its business and marketing

The net proceeds to the Company (assuming an offering price
of $5.00 per Share and estimated legal, accounting and other
miscellaneous expenses of $60,000) from the sale of the Shares which
we intend to offer to new investors would be a maximum of $2,940,000.

These proceeds would be received from time to time as sales
of these Shares are made by us. We will use those proceeds
primarily for working capital, but if we are able to sell sufficient
shares, we will also use those proceeds for marketing of our golf
internet site and expansion of the hardware required for our business.

Our allocation of proceeds represents our best estimate based
upon expected sale of shares, the requirements of our business and
our ongoing business and marketing plan. If any of these factors
change, we may reallocate some of the net proceeds within or to
different categories. If we are able to sell the maximum shares, we
believe that the funds generated by this Offering, together with
current resources and expected revenues, would be sufficient to fund
our working capital and capital requirements for at least 12 months
from the date of this Prospectus. The portion of the any net
proceeds not immediately required will be invested in U.S.
government securities, certificates of deposit or similar short-term
interest bearing instruments.

<PAGE>

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

The following discussion contains certain forward-looking
statements that are subject to business and economic risks and
uncertainties, and the Company's actual results could differ
materially from those forward-looking statements. The following
discussion regarding the financial statements of the Company should
be read in conjunction with the financial statements and notes thereto.

OVERVIEW

The Company organizes and conducts interactive golf
tournaments on the Internet. Through their web site, located at
www.IGALinks.com, persons interested in participating can become a
member of the Internet Golf Association, also called the IGA. Once
a member, participants can enroll in one or more virtual golf
tournaments and, if their score is good enough relative to other
members playing in the same tournament, potentially win cash prizes.

On February 4, 1999, Internet Golf Association, Inc. (known
herein as "IGA-Private") was formed in the State of Nevada for the
purpose of organizing and hosting Internet based, interactive golf
tournaments. On May 7, 1999, IGA-Private was acquired by another
Nevada corporation named Champion Ventures, Inc. (known herein as
"Champion"). Champion had previously been in several different
industries, most recently mining, but had no significant operations
for the three years prior to their acquisition of us. Immediately
following the transaction, our founders owned a majority of the
outstanding stock of Champion, and thus had control of Champion.
For accounting purposes we recorded the transaction as a reverse
acquisition whereby IGA-Private was treated as having acquired
Champion. Following the transaction, Champion changed its name to
Internet Golf Association, Inc., and IGA-Private, which is now a
wholly-owned subsidiary of Champion, changed its name to IGAT, Inc.

RESULTS OF OPERATIONS

The Company has been in its development stage since its
inception on February 4, 1999. As a result, there are no
corresponding results for the period ended June 30, 1998 for
comparison purposes. Through June 30, 1999, the Company has
generated no sales or related costs of sales.

Operating costs for the period ended June 30, 1999 were
$423,099 and consisted primarily of advertising and related costs,
payroll and general and administrative expenses. The net loss for
the period ended June 30, 1999 was $423,532.

<PAGE>

FINANCIAL CONDITION

As of June 30, 1999, the Company had assets of $291,023,
consisting primarily of cash of $63,887, stock subscription
receivable of $44,500, inventories of $22,043, property, plant and
equipment of $24,833, and goodwill of $118,056.

Liabilities consist of accounts payable and accrued expenses
of $39,255.

Stockholders' equity consists of common stock of $10,339
(10,338,800 shares at $0.001 par value), and additional paid-in
capital of $664,961, offset by an accumulated deficit from the
current period loss of $423,532.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and stock subscription receivables of
$108,387 as of June 30, 1999.

For the period ended June 30, 1999, the Company used cash of
$373,410 for operations (primarily from the net loss of $423,532),
used cash of $172,953 for investing activities (primarily for the
purchase of goodwill of $125,000, software development costs of
$21,100 and property plant and equipment purchases of $25,853), and
was provided cash of $350,250 from financing activities (from the
proceeds of stock sold of $397,500, net of related costs of $47,250).

YEAR 2000 DISCLOSURE

The Company has completed a review of its computer systems to
identify all software applications and hardware that could be
affected by the inability of many existing computer systems to
process time-sensitive data accurately beyond the year 1999,
referred to as the Year 2000 or Y2K issue. The Company is dependent
on third-party computer systems and applications, particularly with
respect to such critical tasks as the operation of its Web site.
The Company also relies on its own computer systems. As a result of
its review, the Company has discovered no problems with its computer
systems relating to the Y2K issue. Although the Company believes
that its computer systems are Y2K compliant, the Company is
continuing to monitor its computer systems in a continual effort to
insure that its systems are Y2K compliant. The Company has not
obtained written assurances from its major suppliers and the
developers of its web site indicating that they have completed a
review of their respective computer systems and that such systems
are Y2K compliant. Costs associated with the Company's review were
not material to its results of operations.

While the Company believes that its procedures have been
designed to be successful, because of the complexity of the Y2K
issue and the interdependence of organizations using computer
systems, there can be no assurances that the Company's efforts, or
those of third parties with whom the Company interacts, have fully
resolved all possible Y2K issues. Failure to satisfactorily address
the Y2K issue could have a material adverse effect on the Company.
The most likely worst case Y2K scenario which management has
identified to date is that, due to unanticipated Y2K compliance
problems, the Company's Web site may not function at all or not
function as expected, and that the Company may be unable to bill its
customers, in full or in part, for services used. Should this
occur,

<PAGE>

it would result in a material loss of some or all gross
revenue to the Company for an indeterminable amount of time, which
could cause the Company to cease operations. The Company has not
yet developed a contingency plan to address this worse case Y2K
scenario, and does not intend to develop such a plan in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not exposed to material risk based on interest
rate fluctuation, exchange rate fluctuation, or commodity price
fluctuation.

<PAGE>

BUSINESS OF THE COMPANY

COMPANY OVERVIEW

Through our competitive tournament format, we believe that we
can attract a large number of golf enthusiasts to our site who will
return again and again.

<PAGE>

largest golf e-commerce sites on the Internet, independent of its
relationship with our tournaments. We are currently in negotiations
with several manufacturers and existing golf-products retailers to
help us create and manage our Pro Shop. We expect to retain a
percentage of the revenues generated from the Pro Shop, although at
this time we have not negotiated a specific amount.

We expect to be able to generate income from four primary
sources:

- - Membership fees paid by members;

- - Entry fees for each tournament;

- - Revenue sharing from the sale of products through our online
Pro Shop, and

- - Advertising revenues from those who place advertisements on
our Web site and sponsor one or more tournaments or other
events.

ORGANIZATIONAL HISTORY

On February 4, 1999, our founders formed Internet Golf
Association, Inc. (known herein as "IGA-Private") in the State of
Nevada for the purpose of organizing and hosting Internet based,
interactive golf tournaments. On May 7, 1999, IGA-Private was
acquired by another Nevada corporation named Champion Ventures, Inc.
(known herein as "Champion"). Champion had previously been in
several different industries, most recently mining, but had no
significant operations for the three years prior to their
acquisition of us. Immediately following the transaction, our
founders owned a majority of the outstanding stock of Champion, and
thus had control of Champion. For accounting purposes we recorded
the transaction as a reverse acquisition whereby IGA-Private was
treated as having acquired Champion. Following the transaction,
Champion changed its name to Internet Golf Association, Inc., and
IGA-Private, which is now a wholly-owned subsidiary of Champion,
changed its name to IGAT, Inc.

The founders of IGA-Private agreed to be acquired by Champion
because Champion was a public company whose common stock was listed
for trading on the Over The Counter Bulletin Board. As a public
company, we felt that it would be easier to raise the money
necessary to carry out our business plan.

Immediately prior to the acquisition, Champion had 1,572,000
shares of common stock outstanding. As part of the acquisition, and
in exchange for all of the outstanding common stock of IGA-Private,
Champion issued 8,500,000 shares to our founders and certain
advisors who helped us throughout the transaction. Therefore, on
May 7, 1999, immediately following the acquisition transaction, we
had 10,072,000 shares of common stock outstanding, and no shares of
preferred stock outstanding. Our common stock is currently traded
on the Over the Counter Bulletin Board under the symbol "IGAT".

<PAGE>

INDUSTRY BACKGROUND

Our concept is based on a combination of two major market
segments, the Internet and the golf industry.

The Internet

Commercialization of the Internet began in the mid-1980's,
with e-mail providing the primary means of communication. However,
it was the Internet's World Wide Web (herein called the "Web"),
which provided a means to link text and pictures, that led to the
blossoming of e-commerce and sparked the explosive growth of the
Internet in the 1990's. Today, millions of people in more than 130
countries send and receive information, purchase products and
services, and play interactive games through the Internet. The
potential of such a large and still-growing market has led many
business analysts to consider e-commerce as the supreme opportunity
of our time, as reflected by the following estimates:

- - International Data Corporation, a market research firm,
estimates that the number of Web users will grow from
approximately 97 million worldwide in 1998 to approximately
320 million worldwide by the end of 2002, with corresponding
increases in subscription revenues, advertising revenues, and
transaction revenues;

- - Internet-related products and services will generate $354.2
billion in revenue in 2001, according to Forrester Research,
a market research firm; and

- - Content, the information that people access on the Internet,
is estimated by Hambrecht and Quist, a leading investment
banking firm, to reach a projected $10 billion in revenues by
the year 2000.

The Golf Industry

Since 1950, the number of golfers in the United States has
grown by more than 700%. Since 1986, this growth has intensified,
with industry revenues increasing by an estimated 7.5% per year. In
fact, golf has grown faster than motion pictures, financial
services, hotels, and communications, all of which are generally
considered fast growing industries.

Today, with both television and general media exposure of
golf steadily increasing, the public's awareness of golf is at an
all-time high. The National Golf Foundation estimated that more
than 25 million Americans (or approximately 12% of the United States
population) are currently active in golf, with an estimated 41
million non-golfers interested in trying the game. With
participation rates exploding and related spending dramatically
increasing, golf has become a multi-billion dollar industry that
attracts participants across a diverse cross-section of society.

<PAGE>

SOURCES OF INCOME

We expect to be able to generate income from four primary
sources:

- - Membership fees paid by members;

- - Entry fees for each tournament;

- - Revenue sharing from the sale of products through our Pro
Shop, and

- - Advertising revenues from those who place advertisements on
our Web site and sponsor one or more tournaments or other
events.

MEMBERSHIP IN THE INTERNET GOLF ASSOCIATION

We currently offer three different membership packages,
ranging in price from $49 to $149 per year. The Basic Charter
membership, priced at $49, includes:

- - An official IGA membership card and PIN number, which enables
members to access up to 24 IGA tournaments per year (the
first tournament is free, the others require an entry fee);

- - IGA Tour proprietary software;

- - A Golfers Diary (TM) Reference CD, which tracks and maintains
handicaps and provides valuable information about the PGA
Tour (and other professional golf tours), as well as facts
about a multitude of acclaimed golf courses throughout the
world;

- - Discounts at more than 1,800 golf courses throughout the
world through the National Golfers Network (TM);

- - The Golfers Daily Deluxe Screen Saver; and

- - A subscription to the IGA quarterly newsletter, which will be
sent via e-mail to all members and includes IGA updates, PGA
Tour information, special product discounts and offers, and
other value-added information.

For $79, IGA members receive all of the items included in the
Basic Charter membership, plus the Links LS '99 Edition software
(which is required to participate in the tournaments). Finally, for
$149, members receive all of the items included in the Basic Charter
membership, the Links LS '99 software, and an additional 20 Links LS
championship golf courses not included in the basic software.

<PAGE>

IGA TOURNAMENTS

Each tournament will have three different levels of competition.

- - Championship Level. The championship level is for those
golfers who have achieved the highest level of skill playing
Links LS '99. The championship level will be played from the
championship tees, on the most difficult greens, and under
the most adverse weather conditions. Specific game skills
such as the 3-click swing for tee shots, judging the position
of the lie and the slope of the green, and chipping are all
the most difficult at the championship level. The
championship level prize purse will represent 50% of the
total tournament purse for each tournament.

- - Professional Level. The professional level is for those
golfers who have achieved a moderately advanced level of
playing Links LS '99. The professional level will be played
from the professional tees, more difficult greens, and under
moderate weather conditions. The snap of the swing, the
slope of the green, and the precision required in putting is
more difficult than the amateur level, but does not require
the same precision as the championship level. The
professional level prize purse will represent 30% of the
total tournament purse for each tournament.

- - Amateur Level. The amateur level is for golfer just
beginning to learn Links LS '99. The amateur level will be
played from the amateur tees, on soft greens, and under mild
weather conditions. The amateur level prize purse will
represent 20% of the total tournament purse for each tournament.

- - Junior Tournaments. We will not allow competitors under the
age of 18 to compete for cash prizes on the IGA Tour, but we
will allow them to visit the site and participate in free
tournaments offering a modest gift prize to winners.

IGA LINKS PRO SHOP

It is our intention to make the IGALinks tournaments as much
like a real golf tournament as possible. In addition to the Leaders
Board, we will have an IGA Pro Shop located on the Web site where
members and others can purchase a variety of products with the IGA
logo, as well as a large variety of traditional golf-related items.
It is our intention that the Pro Shop will become one of the largest
golf e-commerce sites on the Internet, independent of its
relationship with our tournaments. We are currently in negotiations
with several manufacturers and existing golf-products retailers to
help us create and manage our Pro Shop. We expect to retain a
percentage of the revenues generated from the Pro Shop, although at
this time we have not negotiated a specific amount.

<PAGE>

OTHER ONLINE SERVICES

In addition to the Pro Shop and the Leaders Board, our web
site offers many other services to our members and visitors.

- - The Clubhouse. The Clubhouse is an online chat room where
visitors to the Web site, members, tournament participants
and others can converse with each other online and share
information about us, our tournaments, and any other golf
related topics. This is designed to be a significant center
of activity for the IGA because of its informal and
interactive format.

- - Message Boards. IGA members will have a forum for posting
notices, voicing their opinion, and providing feedback on our
tournaments, products, and services.

- - The IGA Commissioners Office. During the course of each
tournament, the Commissioners Office will be responsible for
developing, enforcing, and interpreting the tournament rules,
as well as settling all disputes between participants.

- - The Leaders Board. Throughout each tournament, the Leaders
Board will be updated in real-time to reflect the status of
all participants in any ongoing tournament, and will provide
historical data from previous tournaments.

- - Ask the Pro. In this area, participants in our tournaments
can ask for tips and help concerning their skills on Links LS
'99, with responses provided by other members and/or a
designated "Links Pro". In addition, golfers can ask for
tips and help on their real golf games, with responses
provided from actual professional golfers which we will
provide. Finally, scores from real golf tournaments going on
throughout the world will be available for viewing.

- - The Newsroom. Members can read updated news releases
concerning our company, the IGA Tour, the PGA Tour, and other
golf-related and relevant items.

ATTRACTING MEMBERS AND TRAFFIC TO OUR WEB SITE

We will attract members by using general media,
telemarketing, and Internet-based marketing strategies that are
already in use and have proven success rates, including
revenue-sharing online advertising campaigns with other websites
that currently attract a large number of golf and interactive game
enthusiasts. Visitors to our Web site will have an initial free
trial period to use some of our features, purchase products from our
Pro Shop, and play a few golf holes. Once a visitor becomes a
member, they will receive periodic e-mail messages that will provide
information regarding upcoming tournaments and other news related to
the Web site, plus special promotions, online "coupons", and other
membership benefits (e.g., a quarterly newsletter).

<PAGE>

We intend to attract traffic to our website via three major sources:

- - Internet Golf Marketing, Inc. We have contracted with
Internet Golf Marketing, Inc., (known herein as "IGA
Marketing") , a telemarketing company specializing in
reaching target consumers and generating sales pertaining to
online products and services. IGA Marketing owns a
substantial portion of our common stock. Leads will be
generated via direct mail (to, among others, the more than
3,000,000 existing Links LS '99 customers), outbound
telemarketing campaigns, proven Internet-based marketing
techniques, and responses to advertisements on the radio and
other general media outlets.

- - Access Software. We have a license from Access Software to
use their Links LS '99 interactive golf game for our
tournaments. In addition, Access has agreed to give us
access to their database of over 3,000,000 customers
worldwide who already own the Links LS software for direct
marketing purposes.

- - IGA Pro Shop. Once we reach an agreement with a third-party
to develop and operate our Pro Shop, we anticipate that
co-marketing efforts will be undertaken, including links
between web sites and other forms of general media advertising.

COMPETITION

There are numerous Internet websites which offer interactive
golf games online. Some of these websites offer golf games using
the same Links LS '99 software from Access Software that we use. To
our knowledge, however, no other competitor is focusing solely on
creating a full-scale online golf tour and supplemental online golf
community that emulates the feelings and emotions associated with
the PGA Tour, and where players can actually play for substantial
cash purses. We have identified three Internet websites which we
consider to be our closest competition:

- - MPlayer.com
- - Golfcom.com
- - Worldcom.com

While each of these websites offers products and/or services
that are somewhat similar to ours, none has the same proprietary
process where the core technology from Access Software resides on
the members own computer and responds to data transmitted from our
website. The proprietary process allows for exceptional graphics
and sounds without the need for excessive computer capabilities. As
a result, our tournaments can be played on more than 90% of the
world's computers.

In addition, unlike our competitors who are primarily game
websites, we intend to create an online community for all golf
enthusiasts, one where people can obtain news and information about
every aspect of golf, real and simulated, in addition to playing in
our tournaments.

The level of competition is likely to increase as current
competitors increase the sophistication and scope of their websites
and as new participants enter the marketplace. Many of our current
and potential competitors have longer operating histories, larger
customer bases, greater

<PAGE>

brand recognition and significantly greater financial,
marketing and other resources that we do and may enter
into strategic or commercial relationships with larger, more
established and well-financed companies. Certain of our competitors
may be able to enter into such strategic or commercial relationships
on more favorable terms. In addition, new technologies and the
expansion of existing technologies may increase competitive
pressures on us. Increased competition may result in reduced
operating margins and loss of market share.

INTELLECTUAL PROPERTY

We regard our copyrights, service marks, trademarks, trade
secrets and similar intellectual property as critical to our
success, and rely on trademark and copyright law, trade secret
protection and confidentiality and/or license agreements with our
employees, customers, partners and others to protect our proprietary
rights. We have no registered trademarks or service marks to date.
It may be possible for unauthorized third parties to copy certain
portions of our products or reverse engineer or obtain and use
information that we regard as proprietary. We have one trademark
application pending in the Unites States. We do not know whether
this trademark will be granted or, that if granted, that the mark
will be challenged or invalidated. In addition, the laws of some
foreign countries do not protect proprietary rights to the same
extent as do the laws of the United States. There can be no
assurance that our means of protecting our proprietary rights in the
United States or abroad will be adequate.

Other parties have asserted and may assert, from time to
time, infringement claims against us. We may also be subject to
legal proceedings and claims from time to time in the ordinary
course of our business, including claims of alleged infringement of
the trademarks and other intellectual property rights of third
parties by us and our licensees, if any. For example, we recently
received a letter alleging that our name infringed the trade name of
another company. Such claims, even if not meritorious, could result
in the expenditure of significant financial and managerial resources.

GOVERNMENTAL REGULATION

Although there are currently few laws and regulations
directly applicable to the Internet and e-commerce, it is possible
that a number of laws and regulations may be adopted with respect to
the Internet or e-commerce covering issues such as user privacy,
pricing, content, copyrights, distribution, antitrust and
characteristics and quality of products and services. Further, the
growth and development of the market for online games may prompt
calls for more stringent consumer protection laws that may impose
additional burdens on those companies conducting business online.
The adoption of any additional laws or regulations may impair the
growth of the Internet or commercial online services, which could,
in turn, decrease the demand for our products and services and
increase our cost of doing business, or otherwise have a material
adverse effect on our business, operating results and financial
condition. Moreover, the applicability to the Internet of existing
laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is
uncertain and may take years to resolve. Any such new legislation
or regulation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business or
the application of existing laws and regulations to the Internet
could have a material adverse effect on our business, operating
results and financial condition.

<PAGE>

RESEARCH AND DEVELOPMENT

We have not spent any measurable amount of time on research
and development activities.

EMPLOYEES

As of August 31, 1999, we had 5 full-time employees. None of
our employees is covered by any collective bargaining agreement. We
believe that our relations with our employees are good.

FACILITIES

Our principal executive offices are located at 24921 Dana
Point Harbor Drive, Suite 200, Dana Point, California 92629, which
we occupy under a lease ending October 31, 1999 for $2,150.00 per
month. At the end of such term, we believe that we can lease the
same or comparable offices at approximately the same monthly rate,
however, we can make no guarantees or assurances of that fact.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of our
current directors and executive officers, their principal offices
and positions and the date each such person became a director or
executive officer of the Company. Our executive officers are
elected annually by the Board of Directors. Our directors serve one
year terms until their successors are elected. The executive
officers serve terms of one year or until their death, resignation
or removal by the Board of Directors. There are no family
relationships between any of the directors and executive officers.
In addition, there was no arrangement or understanding between any
executive officer and any other person pursuant to which any person
was selected as an executive officer.

The directors and executive officers of the Company are as
follows:

Name Age Positions

Vincent C. Castagnola 50 President, Chief Executive Officer,
Director

Phillip K. Roberts 42 Chairman of the Board, Chief
Financial Officer

Kirk J. Zamzow 50 Secretary, Chief Operating Officer,
Director

VINCENT C. CASTAGNOLA has had a successful track record in
both the golf industry and the insurance industry. For the past
four years, Mr. Castagnola has been the Managing Partner of
Executive Golf Outings, LLC. Executive Golf Outings was created by
Mr. Castagnola in 1995 to partner with small, medium, and large
companies in orchestrating professionally coordinated Golf Events
for corporate employees, customers, and charity benefactors.
Executive Golf Outings has developed an excellent reputation in the
golf industry and has partnered with such Fortune 500 companies as
Credit Suisse First Boston, Williams Communications Solutions,
Exodus Communications, Nortel Communications, and many other
organizations, and continues to grow each year. Before creating
Executive Golf Outings, Mr. Castagnola was CFO of Dana Harbor
Insurance, a wholesale homeowner specialty company for three years
and President of Pacific Insurance Wholesale Casualty Co. for 13
years. Mr. Castagnola has been a resident of Dana Point for eight
years and currently serves on the Board of Directors for Dana Point
Youth Baseball.

PHILLIP K. ROBERTS, a founding member of the IGA, brings a
highly successful background in capital management, new product
development, and international marketing to the IGA team. Nominated
by the Export Managers Association of California in 1995 as SBA
"Exporter of the Year," Mr. Roberts has assisted dozens of small
companies in introducing their products to the international
marketplace. Early in the 1980's, Mr. Roberts began his marketing
career for Arco Petroleum Products Company in San Francisco,
California, by transforming ARCO gasoline stations into the new,
highly successful, AM/PM convenience food store franchise. Today,
Mr. Roberts has worked in over 20 countries and has established
business relationships with many large public, as well as small
start-up, companies. Mr. Roberts has diplomas from Georgetown
University, the

<PAGE>

University of Paris (Sorbonne), and a certificate
from the Wharton Business School Executive Program "Building a
Business Case." As a member of the United States Golf Association,
the International Network of Golf, and Charter Member of the PGA
Tour Partners Club, Mr. Roberts is actively involved in the golf
industry, presently consulting for a golf equipment manufacturer.
Mr. Roberts is now working to form strategic alliances with the IGA
and other golf and e-commerce related associations and businesses.

KIRK J. ZAMZOW has had an extensive career in management,
development, and marketing in the hospitality field. For the past
ten years, Mr. Zamzow developed a successful sports bar and
restaurant which he owns in Southern California. For the past year,
Mr. Zamzow has been involved with Executive Golf Outings, a
successful golf company specializing in orchestrating golf
tournaments and customer golf outings for Fortune 500 companies.
Before Mr. Zamzow created his sports bar and restaurant, he held the
position of Senior Vice President, Operations, for HPI Management
Co., a company based in Southern California. HPI Management Co.
owned and operated 38 hotels, motels, restaurants, and apartment
complexes. Mr. Zamzow was responsible for the total operation of 14
such properties. He was also the President of Innkeepers Marketing,
a division of HPI Management. Innkeepers Marketing handled all the
marketing needs of the company-owned properties as well as the
company's toll-free reservation center. Mr. Zamzow has previously
held management positions with Associated Inns and Restaurants of
America (AIRCOA) and the Stouffers Corporation. Mr. Zamzow received
his Associates Degree in Hotel Management from Paul Smiths College
in New York and a Bachelor of Science Degree from the University of
Massachusetts.

Disclosure of Commission Position on Indemnification for Securities
Act Liabilities

Our articles of incorporation limit the liability of
directors to the maximum extent permitted by Nevada law. This
limitation of liability is subject to exceptions including
intentional misconduct, obtaining an improper personal benefit and
abdication or reckless disregard of director duties. Our articles
of incorporation and bylaws provide that we may indemnify its
directors, officer, employees and other agents to the fullest extent
permitted by law. Our bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification. We
currently do not have such an insurance policy.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The Summary Compensation Table shows certain compensation
information for services rendered in all capacities for the fiscal
year ended December 31, 1998 and the six months ended June 30, 1999.
Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The
following information includes the dollar value of base salaries,
bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE

Annual Compensation
Long Term Compensation
Awards Payouts
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Long Term Compensation
Awards Payouts
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Stock Awards Options Payouts ($) Compensation
Position Year ($) ($) ($) ($) SARs(#) ($)

Vincent C. 1998 -0- -0- -0- -0- -0- -0- -0-
Castagnola (12/31)
(President, CEO)
1999 23,400 -0- -0- -0- -0- -0- -0-
(6/30)

Phillip K. 1998 -0- -0- -0- -0- -0- -0- -0-
Roberts (12/31)
CFO)
1999 10,950 -0- -0- -0- -0- -0- -0-
(6/30)

Kirk J. Zamzow 1998 -0- -0- -0- -0- -0- -0- -0-
(12/31)

1999 14,600 -0- -0- -0- -0- -0- -0-
(6/30)

</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED EXERCISE OF
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL BASE PRICE
NAME (#) YEAR ($/Sh) EXPIRATION DATE

Vincent C. Castagnola 210,000 41% 2.00 May 7, 2009

Phillip K. Roberts 150,000 29% 2.00 May 7, 2009

Kirk J. Zamzow 150,000 29% 2.00 May 7, 2009

</TABLE>

<PAGE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Number of Unexercised
Securities Underlying Value of Unexercised
Shares Value Options/SARs At FY-End In-The-Money
Acquired On Realized Exercisable/Unexercisable Option/SARs At
Name Exercise (#) ($) FY-End ($)
Exercisable/Unexer-
cisable

Vincent C. Castagnola -0- -0- -0- --

Phillip K. Roberts -0- -0- -0- --

Kirk J. Zamzow -0- -0- -0- --

</TABLE>

Compensation of Directors

The Directors have not received any compensation for serving
in such capacity, and the Company does not currently contemplate
compensating its Directors in the future for serving in such capacity.

CERTAIN TRANSACTIONS

Effective May 7, 1999, IGA (which at the time was designated
Champion Ventures, Inc., a Nevada corporation ("Champion") acquired
all of the outstanding common stock of Internet Golf Association,
Inc., a Nevada corporation ("Internet Golf") in a business
combination described as a "reverse acquisition." For accounting
purposes, the transaction has been treated as the acquisition of
Champion (the Registrant) by Internet Golf. As part of the
transaction, Champion changed its name to Internet Golf Association,
Inc. ("IGA"), and Internet Golf changed its name to IGAT, Inc.
Immediately prior to the transaction, Champion had 1,572,000 shares
of Common Stock outstanding. As part of Champion's reorganization
with Internet Golf, Champion issued 8,215,990 shares of its Common
Stock to the shareholders of Internet Golf (all officers and
directors of IGA) in exchange for 8,100,000 shares of Internet Golf
Common Stock. In addition, at the time of merger, Champion issued
30,430 shares of common stock to MRC Legal Services Corporation,
counsel to Internet Golf, and 253,580 shares of common stock to
Bridgewater Capital Corporation, an advisor in the transaction.

<PAGE>

SELLING STOCKHOLDERS

The following tables provide certain information with respect
to:

Shares Offered by Triton Private Equities Fund

The Triton Private Equities Fund, LP, an investor in the
Company, is offering up to 175,500 shares of Common Stock which
Triton Private Equities Fund can obtain by converting at a premium
$333,333 principal amount of a Series 1999-A Eight Percent
Convertible Note (the "Note") into common stock. We sold a $333,333
face amount Note to Triton Private Equities Fund for $200,000 in
gross proceeds to the Company. We are using those proceeds to
market our Internet golf game and improve and finalize our web site.
The Note can be converted after 120 days from issuance (on or after
December 20, 1999) at a percentage of the lowest three days closing
bid prices of our common stock in the prior 20 trading days. If the
Note was converted today, Triton Private Equities Fund could obtain
approximately 50,000 shares of common stock. From day 120 to day
150, the percentage is 103%; from day 151 to day 180, the percentage
is 100%; from day 181 to day 210, the percentage is 97% and from day
211 forward, the percentage is 95%. The number of shares of common
stock we are registering to potentially give to Triton Private
Equities Fund when they convert the Note reflects the worst
conversion ratio and a market price of our stock of $2.00 (which we
think is very conservative and not likely to occur). See "Price
Range of Securities."

The Note requires an interest payment of 8% per annum on the
face amount, which we may pay in cash or in free trading common
stock. We are consequently also registering 28,070 shares of common
stock which we may use to pay the 8% interest payments on the Note
through its expiration (assuming a market price of our stock of
$2.00) before it is converted.

In addition to the Note, Triton Private Equities Fund
received warrants to purchase 125,000 shares of our common stock at
an exercise price of $5.50 per share. We are consequently
registering 125,000 shares of common stock which Triton Private
Equities Fund may obtain by exercise of those warrants.

If Triton Private Equities Fund were to receive the maximum
number of shares on conversion (based on a market price of our stock
of $2.00), the maximum number of shares for payment of the 8%
interest (based on a market price of our stock of $2.00) and were to
exercise all of their warrants, they would own a total of 328,570
shares which would be approximately 2.4% of our issued and
outstanding common stock.

Employee Option Shares

We are registering for issuance to our employees upon the
exercise of options which are or may be issued under our Employee
Stock Option Plan up to 1,000,000 shares of Common Stock. Our stock
option plan provides that we can issue up to 1,000,000 options
exercisable at or above the market price of our stock on the date of
grant. Through the date of this Prospectus, we have issued 510,000
of those options, some of them to Directors and Officers. See
"Management." Our options are usually issued with vesting over five
years to properly incentivize our employees and minimize

<PAGE>

risks to our shareholders. If all of the shares were issued, the employees
would hold as much as 14% of our issued and outstanding common stock
solely through shares obtained through those options. Of course,
the Company would receive the cash proceeds required for exercise of
the options.

Bridgewater Capital Shares

We are registering for potential sale by Bridgewater Capital
Corporation a total of 250,000 shares of Common Stock. We are also
registering for potential sale by Bridgewater Capital Corporation an
additional 600,000 shares of common stock, which would be issued if
Bridgewater Capital Corporation exercises a warrant which they hold.
The warrant is exercisable for $4.50 per share. If the warrant is
exercised, Bridgewater Capital would own 850,000 shares representing
approximately 7.6% of our then issued and outstanding common stock.

Cutler Shares

We are registering for potential sale by MRC Legal Services
Corporation and its employees a total of 30,430 shares of Common
Stock. MRC Legal Services Corporation does business as Cutler Law
Group, which is our legal counsel. We issued these shares to Cutler
Law Group in consideration for legal services. The Cutler Law Group
shares were issued as follows:

MRC Legal Services Corporation 23,930 shares
Brian A. Lebrecht 2,000 shares
Vi Bui 1,500 shares
Stephanie Crumpler 1,000 shares
Liz Macko 1,000 shares
Jaime Ceniceros 1,000 shares

This Prospectus relates to the potential sale by the Selling
Securityholders of the securities described above. These shares
of common stock may be sold as set forth under "Plan of
Distribution." The securities offered by this Prospectus by the
Selling Stockholders may be offered from time to time by the Selling
Stockholders named below or their nominees, and this Prospectus will
be required to be delivered by persons who may be deemed to be
underwriters in connection with the offer or sale of such
securities. No Selling Stockholder has had any position, office or
other material relationship with the Company since its inception,
except that (i) shares issued in connection with the Employee Stock
Option Plan are held by employees, officers and directors as set
forth above and (ii) Cutler Law Group is legal counsel for the Company.

<PAGE>

PLAN OF DISTRIBUTION

The Company intends to offer up to 600,000 shares to
potential investors by officers and directors of the Corporation, as
well as broker/dealers licensed by the National Association of
Securities Dealers, Inc. The Company does not presently have an
underwriter for these shares.

The Company will sell the shares at prevailing market prices
or a slight discount from prevailing market prices, but in any event
no lower than $2.50 per share or higher than $7.50 per share.

All securities referenced above under "Selling Stockholders"
will be offered by the Selling Stockholders from time to time on the
Nasdaq over-the-counter market, in privately negotiated sales or on
other markets. The Company believes that virtually all of such
sales will occur on the Nasdaq over-the-counter market in
transactions at prevailing market rates. Any securities sold in
brokerage transactions will involve customary brokers' commissions.
No underwriters will participate in any such sales on behalf of the
Selling Stockholders.

<PAGE>

PRINCIPAL STOCKHOLDERS

Common Stock

The following table sets forth certain information regarding
beneficial ownership of common stock as of September 7, 1999 by:

- each person or entity known to IGA to own beneficially
more than 5% of IGA's common stock;
- each of IGA's directors;
- each of IGA's named executive officers; and
- all executive officers and directors as a group.

<TABLE>
<S> <C> <C> <C>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class

Common Stock Vincent C. Castagnola (1)(2) 2,090,070 20.2 %

Common Stock Phillip K. Roberts (1)(2) 1,081,480 10.4 %

Common Stock Kirk J. Zamzow (1)(2) 1,521,480 14.7 %

Common Stock Internet Golf Advertising Corp. 1,442,960 13.9 %
34275 Amber Lantern
Dana Point, CA 92629

Common Stock Venture Resource Group 1,500,000 14.4 %
13924 Panay Way, Suite 501
Marina del Rey, CA 90290

Common Stock Bridgewater Capital Corporation 850,000(3) 7.8 %
4675 MacArthur Court
Suite 1570
Irvine, CA 92660

All Officers and
Directors as a
Group
(3 Persons) (2) 4,693,030 45.3 %
</TABLE>

(1) The address for each of these shareholders is c/o Internet
Golf Association, Inc., 24921 Dana Point Harbor Drive, Suite
B-200, Dana Point, California 92629.
(2) Does not include shares issued under IGA's Compensatory
Stock Option Plan because they cannot be exercised within
sixty days. See "Executive Compensation."
(3) Reflects up to 600,000 shares which Bridgewater Capital
Corporation could obtain upon the exercise of a warrant to
purchase 600,000 shares of common stock at $4.50 per share.

<PAGE>

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares
of common stock, par value $0.001, and 5,000,000 shares of preferred
stock, par value $0.001. The following summary of certain
provisions of our common stock, preferred stock, and warrants is
qualified in its entirety by reference to our articles of
incorporation, as amended, and bylaws, which have been filed as
exhibits to the registration statement of which this prospectus is a
part.

Common Stock

As of September 7, 1999, there were 10,366,000 shares of
common stock outstanding, held by approximately 797 shareholders of
record.

Holders of our common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the
shareholders, including the election of directors, and do not have
cumulative voting rights. Subject to preferences that may be
applicable to any then outstanding preferred stock, holders of
common stock are entitled to receive ratably such dividends, if any,
as may be declared by the board of directors out of funds legally
available therefor. See "Dividend Policy." Upon a liquidation,
dissolution or winding up of IGA, the holders of common stock will
be entitled to share ratably in the net assets legally available for
distribution to shareholders after the payment of all debts and
other liabilities of IGA, subject to the prior rights of any
preferred stock then outstanding. Holders of common stock have no
preemptive or conversion rights or other subscription rights and
there are no redemption or sinking funds provisions applicable too
the common stock. All outstanding shares of common stock are, and
the common stock to be outstanding upon completion of this offering
will be, fully paid and nonassessable.

Preferred Stock

Our board of directors has the authority, without further
action by the shareholders, to issue from time to time the preferred
stock in one or more series and to fix the number of shares,
designations, preferences, powers and relative, participating,
optional or other special rights and the qualifications or
restrictions thereof. The preferences, powers, rights and
restrictions of different series of preferred stock may differ with
respect to dividend rates, amounts payable on liquidation, voting
rights, conversion rights, redemption provisions, sinking fund
provisions and purchase funds and other matters. The issuance of
preferred stock could decrease the amount of earnings and assets
available for distribution to holders of common stock or affect
adversely the rights and powers, including voting rights, of the
holders of common stock, and may have the effect of delaying,
deferring or preventing a change in control of IGA. There are
currently no preferred shares authorized, issued or outstanding.

Series 1999-A Eight Percent Convertible Note

We have issued a Series 1999-A Eight Percent Convertible Note
in the face amount of $333,333 to Triton Private Equities Fund, LP.
We sold the $333,333 face amount Note to Triton Private Equities
Fund for $200,000 in gross proceeds to the Company. The Note can be
converted

<PAGE>

after 120 days from issuance (on or after December 20,
1999) at a percentage of the lowest three days closing bid prices of
our common stock in the prior 20 trading days. If the Note was
converted today, Triton Private Equities Fund could obtain
approximately 50,000 shares of common stock. From day 120 to day
150, the percentage is 103%; from day 151 to day 180, the percentage
is 100%; from day 181 to day 210, the percentage is 97% and from day
211 forward, the percentage is 95%. The number of shares of common
stock we are registering to potentially give to Triton Private
Equities Fund when they convert the Note reflects the worst
conversion ratio and a market price of our stock of $2.00 (which we
think is very conservative and not likely to occur). See "Price
Range of Securities."

The Note requires an interest payment of 8% per annum on the
face amount, which we may pay in cash or in free trading common
stock. We are consequently also registering 28,070 shares of common
stock which we may use to pay the 8% interest payments on the Note
through its expiration date (assuming a market price of our stock of
$2.00) before it is converted.

Warrants

In addition to the Notes, Triton Private Equities Fund
received a warrant to purchase 125,000 shares of our common stock at
an exercise price of $5.50. We are consequently registering 125,000
shares of common stock which Triton Private Equities Fund may obtain
by exercise of the warrant.

Transfer Agent

The transfer agent for the common stock is American
Securities Transfer, 12039 West Alameda Parkway, Z-2, Lakewood,
Colorado 80228.

<PAGE>

LEGAL MATTERS

The validity of the securities offered hereby will be passed
upon for the Company by Cutler Law Group, Newport Beach, California.
MRC Legal Services Corporation, a California corporation which does
business as Cutler Law Group, is presently the beneficial owner of
an aggregate of 23,920 shares of the Company's Common Stock.
Employees of Cutler Law Group own an additional 6,500 shares of the
Company's Common Stock. These shares of common stock are being
registered in this registration statement.

AVAILABLE INFORMATION

The Company is not subject to the reporting requirements of
the Securities Exchange Act of 1934. The Company has filed with the
Securities and Exchange Commission a Registration Statement on Form
SB-2, together with all amendments and exhibits thereto, under the
Securities Act of 1933 with respect to the common stock offered
hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules
thereto. Statements contained in this prospectus as to the contents
of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by
such reference.

A copy of the Registration Statement may be inspected by
anyone without charge at the public reference facilities maintained
by the Commission in Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of all or any part of the Registration
Statement may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and its
public reference facilities in New York, New York and Chicago,
Illinois, upon the payment of the fees prescribed by the Commission.
The Registration Statement is also available through the
Commission's World Wide Web site at the following address:
http://www.sec.gov.

EXPERTS

The financial statements of Champion Ventures, Inc. as of
December 31, 1997 and 1998 included in this Prospectus have been so
included in reliance on the report of Larry O'Donnell, CPA, P.C.,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

The consolidated financial statements of IGA as of June 30,
1999 included in this Prospectus have been so included in reliance
on the report of Corbin & Wertz, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

<PAGE>

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED
IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT
INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS
PROSPECTUS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THESE SHARES OF
THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH
THE OFFER OR SOLICITATION IS UNLAWFUL.

_____________________

TABLE OF CONTENTS
Page

Prospectus Summary 2
Risk Factors 6
Price Range of Securities 13
Dividend Policy 13
Dilution 14
Use of Proceeds 15
Management's Discussions and
Analysis of Financial
Condition and Results
of Operations 16
Business 19
Management 28
Executive Compensation 30
Certain Transactions 31
Selling Stockholders 32
Plan of Distribution 34
Principal Stockholders 35
Description of Securities 36
Legal Matters 38
Available Information 38
Experts 38
Index to Consolidated Financial
Statements F-1

Dealer Prospectus Delivery Obligation Until
September ___, 1999; all dealers that effect
transactions in these securities, whether or not
participating in this offering, may be required to
deliver a Prospectus. This is in addition to the
dealers' obligation to deliver a Prospectus when
acting as underwriters and with respect to their
unsold allotments or subscriptions.

<PAGE>

2,809,000 SHARES OF COMMON STOCK

INTERNET GOLF
ASSOCIATION, INC.

IGALINKS.COM
Internet Golf Association

PROSPECTUS

September 8, 1999

<PAGE>

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The laws of the State of Nevada and our corporate bylaws
provide for indemnification of our directors and officers for
liabilities and expenses that they may incur while acting in such
capacities. In general, our directors and officers are indemnified
for actions they take in good faith and in a manner reasonably
believed to be in, or not opposed to, our best interests. With
respect to criminal actions or proceeds, they are indemnified if
they had no reasonable cause to believe their actions were unlawful.
In addition, their liability is limited by our Articles of
Incorporation.

We do not currently have a policy of directors and officers
insurance.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth our estimated expenses in
connection with the distribution of the securities being registered.
None of the expenses will be paid by selling securityholders.
Except for SEC filing fees, all expenses have been estimated and are
subject to future contingencies.

SEC registration fee. . . . . . . . . . $ 4,584.15
Legal fees and expenses . . . . . . . . 21,000.00
Printing and engraving expenses . . . . 3,000.00
Accounting fees and expenses. . . . . . 20000.00
Blue sky fees and expenses. . . . . . . 8,000.00
Transfer agent registration fees and expenses . . 1,000.00
Miscellaneous Expenses. . . . . . . . . 2,415.85

Total . . . . . . . . . . . . . . . . . $ 60,000.00

RECENT SALES OF UNREGISTERED SECURITIES

Effective May 7, 1999, IGA (which at the time was designated
Champion Ventures, Inc., a Nevada corporation ("Champion") acquired
all of the outstanding common stock of Internet Golf Association,
Inc., a Nevada corporation ("Internet Golf") in a business
combination described as a "reverse acquisition." For accounting
purposes, the acquisition has been treated as the acquisition of
Champion (the Registrant) by Internet Golf. As part of the
acquisition, Champion changed its name to Internet Golf Association,
Inc. ("IGA"), and Internet Golf changed its name to IGAT, Inc.
Immediately prior to the acquisition, Champion had 1,572,000 shares
of Common Stock outstanding. As part of Champion's reorganization
with Internet Golf, Champion issued 8,215,990 shares of its Common
Stock to the shareholders of Internet Golf in exchange for 8,100,000
shares of Internet Golf Common Stock. In addition, at the time of
merger, Champion issued 30,430 shares of common stock to MRC Legal
Services Corporation, counsel to Internet Golf, and 253,580 shares
of common

<PAGE>

stock to Bridgewater Capital Corporation, an advisor in
the transaction. All of the issuances were exempt under Section
4(2) of the Securities Act of 1933.

In May and June 1999, the Company issued an aggregate of 200,000
shares of "restricted" (as that term is defined under Rule 144 of
the Securities Act of 1933) Common Stock under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933 to one
(1) "accredited" investor at a price of $1.50 per share, resulting
in gross proceeds to the Company of approximately $300,000.

From June through mid August 1999, pursuant to the terms of a "best
efforts" private placement, the Company issued an aggregate of
94,000 shares of "restricted" (as that term is defined under Rule
144 of the Securities Act of 1933) Common Stock under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933 to
fifteen (15) "accredited" investors at a price of $2.50 per share,
resulting in gross proceeds to the Company of approximately $235,000.

EXHIBITS

Exhibit No. Description

2 Agreement and Plan of Reorganization dated May 7, 1999
3.1 Articles of Incorporation of Champion Ventures, Inc.
filed November 30, 1970
3.2 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed
January 25, 1972
3.3 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed
January 30, 1989
3.4 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed May
23, 1997
3.5 Certificate of Amendment of Articles of Incorporation
of Negate Systems, Inc. filed November 6, 1997
3.6 Certificate of Amendment to Articles of Incorporation
of Netgate Systems, Inc. filed December 16, 1997
3.7 Certificate of Amendment to Certificate of
Incorporation of Champion Ventures, Inc. filed May
18, 1999
3.8 Bylaws
5 Opinion of the Law Offices of M. Richard Cutler with
respect to legality of the securities of the
Registrant begin registered
10.1 Internet Golf Association, Inc. 1997 Compensatory
Stock Option Plan, as amended
10.2 Product License Agreement with Access Software, Inc.
10.3 Lease of premises located at 24921 Dana Point Harbor
Drive, Suite 200, Dana Point, California
10.4 Finders Fee Agreement with Internet Golf Advertising
Corp.
10.5 Marketing Agreement with Internet Golf Advertising Corp.
10.6 Agreement with The Rhodes Group, LLC
10.7 Agreement with Bulldog Drummond, Inc.

<PAGE>

10.8 Agreement with Bridgewater Capital
10.9 Investor Relations Agreement with PMR and Associates
10.10 Securities Purchase Agreement dated August 31,
1999
10.11 Series 1999-A Eight Percent Convertible
Promissory Note due August 1, 2001
10.12 Warrant to Purchase Common Stock issued
September 1, 1999
10.13 Registration Rights Agreement
10.14 Escrow Agreement
21 List of Subsidiaries
23.1 Consent of Larry O'Donnell, CPA, PC
23.2 Consent of Corbin & Wertz
23.3 Consent of the Law Offices of M. Richard Cutler
(contained in opinion to be filed as Exhibit 5)
24 Power of Attorney (set forth on page II-5)
27 Financial Data Schedule

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

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

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

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

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

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

<PAGE>

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

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

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

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that is has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Dana Point, State of California, on August 24, 1999.

Internet Golf Association, Inc.

By:/s/ Vincent C. Castagnola
Vincent C. Castagnola
President and Chief Executive Officer
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below under the heading "Signature" constitutes
and appoints Vincent C. Castagnola his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities to sign any or all amendments to this registration
statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

In accordance with the requirements of the Securities Act of
1933, this Registration Statement or Amendment thereto has been
signed by the following persons in the capacities and on the dates
stated.

SIGNATURE TITLE

/s/ Phillip K. Roberts Chairman, Chief Financial Officer
Phillip K. Roberts

/s/ Kirk J. Zamzow Secretary, Chief Operating Officer,
Kirk J. Zamzow Director

<PAGE>

Champion Ventures, Inc.
Financial Statements
December 31, 1998 and 1997

<PAGE>

Table of Contents
Page
Independent Auditor's Report 1

Financial Statements

Balance sheets 2
Statements of operations 3
Statements of cash flows 4
Statements of stockholders' equity 5

Notes to Financial Statements 6-9

Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545 2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014

<PAGE>

Board of Directors
Champion Ventures, Inc.
Denver, Colorado

Independent Auditor's Report

I have audited the accompanying balance sheets of Champion Ventures,
Inc. as of December 31, 1998 and 1997 and the related statements of
operations, stockholdersAE equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Champion
Ventures, Inc. as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/Larry O'Donnell, CPA, P.C.

March 15, 1999
F-1
<PAGE>

Champion Ventures, Inc.
Balance Sheet
December 31, 1998 and 1997
Assets

<TABLE>
<S> <C> <C>
1998 1997
Current assets
Cash in bank $ 4,354
_________ __________
Total current assets $ 4,354 $

Liabilities and Stockholders' Equity

Current liabilities
Accounts payable $ 253 $ 3,949
Accounts payable-related parties 14,228
_________ __________
Total current liabilities 14,481 3,949

Stockholders' equity
Preferred stock, $0.001 par value, 5,000,000
authorized, none issued and outstanding
Common stock, $0. 001 par value,
100,000,000 shares authorized,
issued and outstanding 1998 334,606;
1997 331,106 335 331
Additional paid in capital 784,654 782,638
Accumulated deficit (795,116) (786,918)
_________ __________
(10,127) (3,949)
$ 4,354 $
</TABLE>

See Notes to Financial Statements.
F-2
<PAGE>

Champion Ventures, Inc.
Statements of Operations
Years Ended December 31, 1998 and 1997

<TABLE>
<S> <C> <C>
1998 1997
Revenues
Oil deals $ 5,564 $
Sale of National Energy stock 2,460
Sale of office furniture 1,532
Miscellaneous 262
_________ __________
8,024 1,794

General & administrative expenses 16,222 15,360
_________ __________

Net income (loss) $(8,198) $(13,566)

Net income (loss) per share $(.025) $ (.087)

Weighted average number of common
shares and equivalent units outstanding 333,269 157,267

</TABLE>

See Notes to Financial Statements.
F-3
<PAGE>

Champion Ventures, Inc.
Statements of Stockholders' Equity
Years Ended December 31, 1998 and 1997

<TABLE>
<S> <C> <C> <C> <C>
Net
Additional Retained Stock-
Common Paid in Earnings Holder
Stock Capital (Deficit) Equity

Balance, December 31,1996 $130,945 $647,024 $(773,352) $ 4,617

Net loss for 1997 (13,566) (13,566)

Issue stock in exchange for
legal services prior to
capital restructure 200,000 (195,000) 5,000

Revise capital structure to
accommodate $0.001 par value (330,614) 330,614
__________ __________ _____________ __________

Balance, December 31, 1997 $ 331 $782,638 $(786,918) $(3,949)

Issue stock in exchange
for accounting services 4 2,016 2,020

Net loss for 1998 (8,198) (8,198)
__________ __________ _____________ __________

Balance, December 31, 1998 $ 335 $784,654 $(795,116) $(10,127)

</TABLE>

See Notes to Financial Statements
F-4
<PAGE>

Champion Ventures Inc.
Statement of Cash Flows
Years Ended December 31, 1998 and 1997

<TABLE>
<S> <C> <C>
1998 1997
Cash Flows From Operating Activities
Miscellaneous cash receipts $ $ 254
Oil deals 5,564
Deduct cash paid to suppliers (3,670) (6,419)
_________ __________

Cash (Used) by or
Provided by operating activities 1,894 (6,419)

Cash Flows From Investing Activities
Cash provided by;
Sale of office furniture 1,532
Sale of NatAEl energy stock 2,460
_________ __________

Net Increase (Decrease) 4,354 (4,625)
Beginning Cash Balance -0- 4,625

_________ __________
Ending Cash Balance $ 4,354 $ -0-

</TABLE>

Non-Cash Transactions
By action of the Board of Directors on November 13,1997, which was
prior to the changes in the capital structure of the Company,
20,000,000 shares of $0.01 par value common stock was issued
in exchange for legal services valued at $5,000.

On May 19, 1998, the Board of Directors issued 3,500 shares of
$0.001 par value common stock in exchange for accounting services
valued at $2,020.

See Notes to the Financial Statements
F-5
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements

1. Organization and Summary of Significant Accounting Policies:

Organization - Champion Ventures, Inc. (the Company) was
incorporated in the State of Nevada on November 30, 1970. Prior
to 1993, the Company was engaged in the exploration and
development of oil and gas properties. In 1997, a new Board of
Directors was installed and they are seeking new opportunities for
economic development.

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect
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 differ from those
estimates.

Loss Per Common Share - Loss per common share is computed on
the basis of the weighted average number of common shares
during the respective periods.

Cash Equivalents - For the purposes of reporting cash flow, the
Company considers cash and savings deposits to be cash equivalents.

Income Taxes - Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis.
Deferred tax expected to apply to taxable income in the years
in which those temporary differences are expected to reverse.
The tax rates is recognized in the statement of operations in the
period that includes the enactment date. Income tax expense is
the tax payable of refundable for the period plus or minus the
change during the period in deferred tax asset and liabilities.

2. Investments

The Company owns 66 shares of Territorial Resources, Inc. which
has a fair market value of approximately $41. Neither the date of
acquisition nor the purchase price has been recorded on the
Company's books. Therefore, it is not possible to ascertain
whether the current value is more or less than cost basis.

F-6
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

3. Reconciliation of Net Income To Net Cash Use In Operating Activities

<TABLE>
<S> <C> <C>
1998 1997
Income or (Loss)
Per statement of operations $ (8,197 ) $ (13,566)

Add:
Issue stock for services 2,020 5,000
Increase in current liabilities 10,531 3,179
Decrease in current assets - 500
_________ __________

Sub-total $ 4,354 $ (4,887)
Deduct:
Sales of assets (2,460) (1,532)
Increase in current assets - -
Decrease in current liabilities - -
_________ __________

Net cash (Used) by operations $ (6,419)

Net cash provided by operations $ 1,894

4. Reverse Split of Common Stock

By majority consent of shareholders, and acting upon the
recommendation of the Board of Directors, every share of Common
Stock, existing and outstanding as of December 12, 1997, was
changed into oneuone hundredth (1/100) of a share of common stock.
Therefore, the 33,094,447 shares of Common Stock issued and
outstanding as of December 12, 1997, plus 162 shares due to
rounding, became 331,106 shares of Common Stock issued and
outstanding. .

5. Change In Number of Authorized Shares and Par Values

By majority consent of shareholders and following the
effectiveness of the reverse spilt in Note 4, the authorized
capital stock of the Company is changed to consist of:

Common Stock 100,000,000 $0.001 par value
Preferred Stock 5,000,000 $0.001 par value

Accordingly, the capital stock account and the additional paid
in capital account have been changed to reflect this action.

F-7
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

6. Preferred Stock

No shares of the CompanyAEs preferred stock have been issued.
Dividends, voting rights and other terms, rights and preferences
of the preferred shares have not been designated. The Board
of directors may designate these provisions from time to time.

7. Ratification And Approval Of Plans

By majority consent of shareholders and following the
effectiveness of the reverse split in Note 4, a Compensatory Stock
Option Plan (CSO Plan) and an Employee Stock Compensation Plan (ESC
Plan) were ratified and approved on December 12, 1997. Pursuant to
the form of the plans adopted by the Board of Directors on November
21, 1997, 1,000,000 shares of the CompanyAEs common stock is set
aside to cover the CSO plan and 1,500,000 shares of the CompanyAEs
common stock is set aside to cover the ESC Plan.

8. Income Taxes

Deferred income taxes arise form the temporary differences
between financial statement and income tax recognition of net
operating losses. These loss carryovers are limited under the
Internal Revenue Code should a significant change in ownership
occur.

A deferred tax asset arising from the net operating loss
carryover of approximately $100,000 has been offset by valuation
allowance.

At December 31, 1998, the Company has approximately $376,000 of
unused Federal net operating loss carryforwards, which expire
as follows:

Year Amount
2005 $ 8,873
2006 64,461
2007 142,723
2008 101,800
2009 21,156
2010 10,707
2011 5,045
2012 13,566
2013 8,197

F-8
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

9. Related Party Transactions

The Company incurred legal expenses of $10,000 and $5,000
during the years ended December 31, 1998 and 1997, respectively,
performed by a shareholder, officer and director.

F-9
<PAGE>

The above financial statements are presented pursuant to a Plan of
Reorganization dated May 7, 1999, as a result of which Internet Golf
Association, Inc. (the "Company") effected a reorganization
transaction with and into Champion Ventures, Inc. ("Champion"). For
financial reporting purposes, the Company is considered the acquiror
and therefore the predecessor, and Champion is considered the
acquiree, and therefore, its financial statements are included
pursuant to Item 310 (c) of Regulation S-B.

F-10
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 1999

WITH

INDEPENDENT AUDITORS' REPORT

F-11
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Internet Golf Association, Inc.

We have audited the accompanying consolidated balance sheet of
Internet Golf Association, Inc. and subsidiaries (development stage
companies) (the "Company") as of June 30, 1999, and the related
consolidated statements of operations, stockholders' equity and cash
flows for the period from February 4, 1999 (date of inception)
through June 30, 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of June 30, 1999, and the results of
their operations and their cash flows for the period from February
4, 1999 (date of inception) through June 30, 1999 in conformity with
generally accepted accounting principles.

As discussed in Note 1, the Company has been in the development
stage since its inception on February 4, 1999. Realization of a
major portion of the assets is dependent upon the Company's ability
to raise funds through debt or equity offerings, and the success of
future operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/CORBIN & WERTZ

Irvine, California
September 1, 1999

F-12
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED BALANCE SHEET

JUNE 30, 1999
ASSETS

</TABLE>
<TABLE>
<S> <C>
Current assets:
Cash $63,887
Stock subscription receivable 44,500
Note receivable - related party 1,000
Inventories 22,043
_______
Total current assets 131,430
_______

Property, plant and equipment, at cost:
Equipment 9,988
Computers 10,655
Furniture and fixtures 5,210
_______

25,853
Less accumulated depreciation (1,020)
_______

Total property, plant and equipment, net 24,833
_______

Other assets:
Software development costs, net of accumulated
amortization of $4,396 16,704
Goodwill, net of accumulated amortization of $6,944 118,056
_______

Total other assets 134,760
_______

$291,023

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 39,255
_______

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized;
10,338,800 shares issued and outstanding (including 27,800 shares
subscribed) 10,339
Additional paid-in capital 664,961
Deficit accumulated during the development stage (423,532)
_______

Total stockholders' equity 251,768
_______
$291,023
</TABLE>
F-13
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH JUNE 30, 1999

Operating expenses:
General and administrative $173,093
Payroll and related expenses 60,971
Advertising and related expenses 176,675
Depreciation and amortization 12,360
_______

423,099
Interest income 367
_______

Loss before provision for taxes (422,732)

Provision for taxes 800
_______

Net loss $(423,532)

Basic and diluted net loss per common share $ (0.05)

Basic and diluted weighted average common shares outstanding 8,936,590

</TABLE>
F-14
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH JUNE 30, 1999

<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit Accumulated
Common Stock During Development Total
Shares Amount APIC Stage Equity

Balance, February 4, 1999
(date of inception) - $ - $ - $ - $ -

Shares issued to founders
for no consideration:
February 8, 1999 12,750 13 (13) - -
April 1, 1999 8,087,250 8,087 (8,087) - -

Shares issued in connection
with the plan of reorganiza-
tion on May 7, 1999:
Stock dividend to founders 115,990 116 (116) - -
Shares issued to Champion
Ventures, Inc.
shareholders 1,572,000 1,572 258,428 - 260,000
Shares issued to
attorneys and finders 284,010 284 (294) - -

Shares sold to investors:
May 26, 1999 150,000 150 224,850 - 225,000
June 15, 1999 50,000 50 74,950 - 75,000
June 21, 1999 39,000 39 97,461 - 97,500

Shares subscribed at
June 30, 1999 17,800 18 44,482 - 44,500

Costs of shares sold - - (51,700) - (51,700)

Shares subscribed for
services on June 1, 1999 10,000 10 24,990 - 25,000

Net loss - - - (423,532) (423,532)
_____________ ________ _____________ _____________ ___________
10,338,800 $10,339 $664,961 $(423,532) $251,768

</TABLE>
F-15
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH JUNE 30, 1999

Cash flows from operating activities:
Net loss $ (423,532)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 12,360
Shares subscribed for services 25,000
Changes in operating assets and liabilities:
Inventories (22,043)
Accounts payable and accrued expenses 34,805
_______

Net cash used in operating activities (373,410)

Cash flows from investing activities:
Purchases of property, plant and equipment (25,853)
Loan to related party (1,000)
Cash paid for transaction costs (125,000)
Software development costs (21,100)
_______
Net cash used in investing activities (172,953)
_______

Cash flows from financing activities:
Proceeds from sale of common stock 397,500
Costs of shares sold (47,250)
_______
Net cash provided by financing activities 350,250
_______
Net decrease in cash (196,113)

Cash at beginning of period -

Cash acquired 260,000
_______

Cash at end of period $63,887
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:
During the year ended June 30, 1999, the Company issued 17,800
shares of common stock in exchange for a $44,500 stock subscription
receivable (less $4,450 of accrued offering costs), which were
collected and paid subsequent to June 30, 1999.

F-16
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Organization and Operations

Internet Golf Association, Inc. ("Oldco"), a Nevada corporation, was
formed on February 4, 1999. Effective May 7, 1999 and pursuant to a
plan of reorganization, the Company completed a reorganization
transaction with and into Champion Ventures, Inc. and subsidiary
("Champion"), a Nevada corporation. Under the terms of the
agreement, all of Oldco's outstanding stock was exchanged for
8,500,000 shares of Champion common stock and Oldco became a
wholly-owed subsidiary of Champion. Oldco then changed its name to
IGAT, Inc. and Champion changed its name to Internet Golf
Association, Inc. (the "Company"). The Company has treated the
transaction as a reverse acquisition for accounting purposes, as the
Oldco shareholders had control of the Company before and after the
transaction. Therefore, the transaction has been treated as the
acquisition of Champion by Oldco.

As neither Champion or Oldco had substantive assets, liabilities or
operations at May 7, 1999, the transaction has been treated as a
reorganization of the Company's stockholders' equity with the
Company recording equity of $260,000, representing the cash
attributed to Champion at the time of the transaction, and goodwill
of $125,000, representing the cash paid for transaction-related costs.

If the transaction had occurred at Oldco's inception, the pro forma
consolidated statement of operations for the period ended June 30,
1999 would be as follows:

Net loss $(426,741)

Basic and diluted loss per share $ (0.04)

Basic and diluted weighted-average
common shares outstanding 10,115,500

The Company has been in the development stage since its formation.
During the development stage, the Company is primarily engaged in
raising capital, obtaining financing, advertising and promoting the
Company and administrative functions along with developing the
interface and related web site (www.igalinks.com). The Company will
primarily host state-of-the-art online interactive multimedia golf
tournaments via an online interface with Access Software's Links LS
'99.

F-17
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH JUNE 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES, continued

Principles of Consolidation

The consolidated financial statements include the accounts of CVI
Systems, Inc. and IGAT, Inc., wholly owned subsidiaries and
non-operating entities in their development stages. All significant
intercompany balances and transactions have been eliminated in
consolidation.

Going Concern

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of
liabilities in the normal course of business. The Company's losses
from operations through June 30, 1999 and lack of operational
history, among other matters, raise substantial doubt about its
ability to continue as a going concern. The Company intends to fund
operations through debt and equity financing arrangements (see Note
3) which management believes will be sufficient to fund its capital
expenditures, working capital requirements and other cash
requirements through June 30, 2000.

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 disclosures of contingent assets and liabilities at
the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Risks and Uncertainties

The Company is a start up company subject to the substantial
business risks and uncertainties inherent to such an entity,
including the potential risk of business failure.

Dependence on Strategic Alliance

The future of the Company's operations depends on its continuing
alliance with Access Software, creator of Links LS '99 (the golf
software program the Company plans to use to provide the gameplay
for the online tournaments). If this relationship does not
continue, it could have a significant adverse effect on the
Company's operations.

F-17
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES, continued

Year 2000

The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the Year 2000.
The potential effect of the Year 2000 issue on the Company and its
business partners will not be fully determinable until the Year 2000
and thereafter. If Year 2000 modifications are not properly
completed either by the Company or entities with which the Company
conducts business, the Company's revenues and financial condition
could be adversely impacted.

Inventories

The Company's inventories consist primarily of brochures and
promotional software.

Property and Equipment

Property and equipment are recorded at cost and are depreciated
using the straight-line method over the estimated useful lives of
the related assets, ranging from three to five years. Depreciation
expense for the period ended June 30, 1999 was $1,020. Maintenance
and repairs are charged to expense as incurred. Significant
renewals and betterments are capitalized. At the time of retirement
or other disposition of property and equipment, the cost and
accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in operations.

Software Development Costs

Software development costs incurred to develop the interface between
the Links LS '99 golf game and the Company's web-site were
capitalized and are being amortized over a 12-month period. The
amortization period was derived based on the expectation that this
interface will require periodic modifications or upgrades.
Amortization expense was $4,396 for the period ended June 30, 1999.

Goodwill

In connection with the Company's reorganization (see Notes 1
and 3), it paid $125,000 for transaction-related costs that was
recorded as goodwill. The goodwill is being amortized on a
straight-line basis over a three-year period. Amortization
expense was $6,944 for the period ended June 30, 1999.

F-18
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES, continued

Impairment of Long-Lived Assets

Management of the Company assesses the impairment of long-lived
assets by comparing the future undiscounted net cash flows (without
interest charges) from the use and ultimate disposition of such
assets with their carrying amounts. The amount of impairment, if
any, is measured based on fair value and is charged to operations in
the period in which such impairment is determined by management.
There was no impairment of long-lived assets identified for the
period ended June 30, 1999.

Income Taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." Under SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
A valuation allowance is provided for significant deferred tax
assets when it is more likely than not that such assets will not be
recovered.

Stock Based Compensation

The Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation," which
defines a fair value based method of accounting for stock-based
compensation. However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued
to employees using the intrinsic method of accounting prescribed by
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting
for Stock Issued to Employees." Entities electing to remain with
the accounting method of APB 25 must make pro forma disclosures of
net income (loss), as if the fair value method of accounting defined
in SFAS 123 had been applied. The Company has elected to account
for its stock-based compensation to employees under APB 25.

F-19
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES, continued

Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), "Earnings Per Share." Under SFAS 128, basic
earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted
earnings per share is computed 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
potential common shares had been issued and if the additional common
shares were dilutive. Pro forma per share data has been computed
using the weighted average number of common shares outstanding
during the period. Because the Company has incurred net losses,
basic and diluted loss per share are the same as additional
potential common shares would be anti-dilutive.

Comprehensive Income

The Company has adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income." SFAS 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of
general-purpose financial statements as is effective for fiscal
years beginning after December 15, 1997. SFAS 130 had no effect on
the Company's financial statements as it had no comprehensive income
components.

Segment Information

The Company has adopted Statement of Financial
Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." SFAS 131
changes the way public companies report information about segments
of their business in their annual financial statements and requires
them to report selected segment information in their quarterly
reports issued to shareholders. It also requires entity-wide
disclosures about the products and services an entity provides, the
material countries in which it holds assets and reports revenues and
its major customers. As the Company is currently in the development
stage, the Company does not yet have any reportable segments.

F-20
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES, continued

Fair Value of Financial Instruments

The Company has adopted Statement of
Financial Accounting Standards No. 107 ("SFAS 107"), "Disclosures
About Fair Value of Financial Instruments." SFAS 107 requires
disclosure of fair value information about financial instruments
when it is practicable to estimate that value. The carrying amount
of the Company's cash, receivables, accounts payable and accrued expenses
approximates their estimated fair values due to the
short-term maturities of those financial instruments.

Recent Accounting Pronouncements

The FASB issued Statement of Financial Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either
assets or liabilities on the balance sheet at their fair value.
This statement, as amended by SFAS 137, is effective for financial
statements for all fiscal quarters of all fiscal years beginning
after June 15, 2000. The Company does not expect the adoption of
this standard to have a material impact on its results of
operations, financial position or cash flows as it currently does
not engage in any derivative or hedging activities.

NOTE 2 - INCOME TAXES

The Company is in the development stage and has incurred losses
since its inception. Net operating losses ("NOLs") generated by
these losses would generally result in a deferred tax asset. On
June 30, 1999, the gross deferred tax asset generated by these NOLs
amounted to approximately $168,000. The Company recorded a
valuation allowance of $168,000 against this deferred tax asset as
the recoverability is questionable.

No current provision for income taxes for the period ended June 30,
1999 is required, except for minimum state taxes of $800.

F-20
<PAGE>

NOTE 2 - INCOME TAXES, continued

The provision for income taxes for the period ended June 30, 1999
was $800 and differs from the amount computed by applying the U.S.
Federal income tax rate of 34% to loss before income taxes as follows:

Computed tax benefit at federal statutory rate $ (143,700)
State income tax benefit, net of federal effect (24,700)
Increase in valuation allowance 168,000
Other 1,200
______________
$ 800

As of June 30, 1999, the Company had net operating loss
carryforwards of approximately $424,000 for federal and state income
tax reporting purposes, which expire in 2019 and 2007, respectively.
In addition, the Company may have limited usage of Champion's NOLs,
which totaled approximately $380,000 and expire at various dates
through 2019. The Company did not record the deferred asset or
corresponding valuation allowance relating to the Champion NOLs due to
their future limitations.

NOTE 3 - STOCKHOLDERS' EQUITY

Preferred Stock

Shares of preferred stock may be issued in one or more classes or
series at such time the Board of Directors may determine. All
shares of any one series shall be equal in rank and identical in all
respects. As of June 30, 1999, the Board of Directors has not
designated or approved the issuance of any series of preferred stock.

Common Stock

From Oldco's date of inception through the date of the transaction,
Oldco had issued an aggregate of 8,100,000 shares of common stock to
the founders. Pursuant to the reorganization agreement, these
shares were exchanged for 8,500,000 shares of Champion's restricted
common stock (including 284,010 shares given to attorneys and
finders) plus $125,000 in cash (see Note 1). After the
reorganization, the Company's common stock consisted of 1,572,000
shares originally from Champion and 8,500,000 shares of stock from
Oldco.

F-21
<PAGE>

NOTE 3 - STOCKHOLDERS' EQUITY, continued

On April 5, 1999, the Company executed a private placement
memorandum ("PPM") for the issuance of up to 2,000,000 shares for
$5,000,000 ($2.50 per share), net of applicable commissions and
offering costs (estimated at 10% of gross proceeds). The capital
raised was used for the transaction with Champion and for general
operating and marketing costs. As of June 30, 1999, 256,800 shares
have been issued under this PPM at $1.50 and $2.50 per share for
$390,300 (net of commissions and offering costs of $51,700).

Stock Options

On May 7, 1999, the Company adopted Champion's Compensatory Stock
Option Plan (the "Plan"). No options had been issued under the Plan
as of that date. The Plan allows for 1,000,000 shares of authorized
but unissued common stock to be issued to eligible persons. The
exercise price of these options shall not be less than 85% of the
fair market value of the Company's common stock, as determined by
either the price the stock is being traded publicly or by a price
determined by the Compensation Committee, at the date of grant.
Options expire up to ten years after their grant date and generally
vest ratably over five years from the date of grant.

On May 7, 1999, the Company issued options to purchase 510,000
shares of the Company's common stock at an exercise price of $2.00
to Company officers. The options vest 20% each year from the date
of grant and are exercisable through May 2009.

A summary of all employee stock option activity for the period ended
June 30, 1999 follows:

<TABLE>
<S> <C> <C>
WEIGHTED
AVERAGE
OPTIONS EXERCISE PRICE

Balance, February 4, 1999 - $ -
Granted 510,000 2.00
_______ ________
Balance, June 30, 1999 510,000 $ 2.00

Exercisable, June 30, 1999 - $ -

Weighted average fair
value of options granted
in 1999 $ -
</TABLE>

F-22
<PAGE>

NOTE 3 - STOCKHOLDERS' EQUITY, continued

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions,
including the expected stock price volatility. Because the
Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of
its employee stock options.

Pro forma net income disclosure, as required by SFAS 123, has been
determined as if the Company had accounted for the stock options
under the fair value method, rather than the method prescribed by
APB 25. The fair value for these options was estimated at the date
of grant using the Black-Scholes option pricing model with the
following assumptions: market value of the stock of $1.50; risk
free interest rate of 5.81%; dividend yield of 0%; expected life of
the options of 5 years; and volatility factor of the expected market
price of the Company's common stock of 0% (since the Company had no
comparable trading history). Based on the fair value of options
determined using the Black-Scholes option pricing model, there would
be no additional compensation expense for the period ended June 30,
1999.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Lease Agreements

The Company leases its facility for its corporate and operations
offices under a non-cancelable operating lease agreement that
expires on October 31, 1999. Future annual minimum commitments from
July 1, 1999 through the expiration date are $8,600.

Rent expense was $10,050 for the period ended June 30, 1999.

Contracts and Agreements

The Company entered into a royalty-free agreement with Access
Software, Inc., maker of Links LS '99, for the "Launcher," including
the code and rights to modify that code, that interfaces the
computer game with the internet. There are no terms for expiration
of the agreement; however, Access Software, Inc. has the right to
require the Company to turn over or destroy all proprietary software
pursuant to the agreement upon request (see Note 1).

F-23
<PAGE>

NOTE 4 - COMMITMENTS AND CONTINGENCIES, continued

On April 28, 1999, the Company entered into a $27,000 consulting
agreement that required the payment of $15,000 in cash and, upon
completion of the agreement, a payment in restricted common stock at
50% of the current market price or the last price paid by an outside
investor for the remaining contract amount. At June 30, 1999, the
Company has incurred $10,000 under this agreement.

On April 29, 1999, the Company entered into a financial services
agreement with an unrelated party. The agreement extends for six
months with an additional automatic six-month renewal period unless
terminated by either party. In exchange for various financial
services, the Company agreed to provide the following consideration:
monthly payments of $5,000; a common stock grant equal to 2.5
percent of the outstanding common shares of the Company as of the
close of trading on the opening day (May 20, 1998), totaling 253,580
shares; warrants to purchase 500,000 shares of the Company's common
stock at $5 per share, exercisable through April 2004; and other
fees for certain transactions as discussed in the agreement. The
stock grant related to the Champion transaction and was not recorded
as an expense (see Note 3). The fair value for the warrants was
estimated at the date of grant using the Black-Scholes option
pricing model with the following assumptions: market value of the
stock of $1.50; risk free interest rate of 5.81%; dividend yield of
0%; expected life of the warrants of 5 years; and volatility factor
of the expected market price of the Company's common stock of 0%
(since the Company had no comparable trading history). Using this
model, no expense was recorded on the granting of the warrants.

On May 19, 1999, the Company entered into a finder's fee agreement
with a related party (see Note 6) that requires the Company to pay
up to 10% of the amount of capital raised by this related party
under certain circumstances as a finder's fee under the terms of the
PPM (see Note 3). As of June 30, 1999, the Company has paid $37,250
in connection with this agreement and owes an additional $4,450.

The Company entered into a marketing agreement on June 1, 1999 with
a related party (see Note 6) which requires the Company to pay $10
per membership to the related party for every membership they
assisting in selling. This agreement can be terminated with 30 days
notice.

On June 1, 1999, the Company entered into an agreement that requires
the Company to pay 10,000 shares per month for the two-month term of
the agreement for services rendered. The first 10,000 of these shares
was recorded in the accompanying financial
statements as $25,000 in general and administrative expenses during
the period ended June 30, 1999. Extensions to this agreement must
be in writing. If the Company terminates this agreement early, the
20,000 shares will be deemed to have been earned and due to the
service provider.

F-24
<PAGE>

NOTE 5 - EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator of
the basic and diluted earnings per share computation:

Numerator for basic and diluted earnings per share:
Net loss charged to common stockholders $(423,532)

Denominator for basic and diluted earnings per share:
Weighted average shares 8,936,590
__________
Basic and diluted earnings per share $ (0.05)

NOTE 6 RELATED PARTY

The Company has a note receivable to a related party for $1,000
on June 30, 1999. The note is non-interest bearing and is payable
on demand.

The Company has a marketing agreement and a finder's fee agreement
(see Note 4) with a shareholder of the Company. This shareholder
holds 29% of the Company's outstanding common stock as of June 30,
1999. The Company paid total advertising costs of $171,835 to the
shareholder during the period ended June 30, 1999.

NOTE 7 - SUBSEQUENT EVENTS

Effective July 1, 1999, the Company entered into a marketing agreement
with an unrelated third party for an initial 12-month period. The
agreement will extend for an additional two-year period thereafter,
unless 90 days prior written notice is received. The Company is
committed to a $12,000 monthly payment as well as the issuance of 20,000
stock options for restricted common stock at an exercise price equal
to the fair market value at the date of grant. The options vest at 10,000
per year starting from the effective date of the agreement. The unvested
options will be cancelled upon termination of the agreement by either party.

The Company entered into a marketing agreement with an unrelated third
party for an initial six-month term on August 3, 1999. The Company is
required to issue 15,000 shares of restricted common stock as a retainer
and pay 10% in cash of all monies raised under the terms of this
agreement (a 30% premium charged if compensation is in stock).

F-25
<PAGE>

NOTE 7 - SUBSEQUENT EVENTS, continued

On August 5, 1999, pursuant to the PPM discussed in Note 3, the Company
sold 37,200 shares at $2.50 per share for $93,000 to various investors.
Commissions and offering costs relating to this sale totaled $8,500.

On August 31, 1999, the Company entered into a Securities Purchase
Agreement with an investor, whereby the Company sold to the investor
a $333,333 principal amount convertible note for $200,000, less
$23,500 in transaction costs and finder's fees. The note bears
interest at 8 percent payable in cash or stock (at 90% of the average
closing bid price for the 10 days prior to the date interest is due)
quarterly beginning on September 30, 1999 and is due on August 1, 2001.
This note is convertible at rates which vary based on recent
stock prices and date of conversion. In addition, the Company gave
the investor a warrant to purchase 125,000 shares of common stock
at $5.50 per share expiring in April 2002.

F-26
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES

PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

BASIS OF PRESENTATION

Effective May 7, 1999, Internet Golf Association, Inc. ("Oldco")
completed a reorganization transaction with and into Champion
Ventures, Inc. ("Champion"). Under the terms of the transaction,
all of Oldco's common stock was exchanged for 8,500,000 shares of
restricted common stock of Champion and Oldco became a wholly owned
subsidiary of Champion. The directors and officers of Oldco
immediately prior to the transaction became the directors and
officers of Champion. Oldco then changed its name to IGAT, Inc. and
Champion changed its name to Internet Golf Association, Inc. (the
"Company"). For financial reporting purposes, Oldco is considered
the acquiror and therefore the predecessor, and Champion is considered
the acquiree.

The unaudited pro forma combined statement of operations was
prepared as if the reorganization transaction were consummated on
February 4, 1999, the date of Oldco's inception. The Company
believes no adjustments are necessary to present fairly the
unaudited pro forma combined financial statements as the transaction
was, in effect, a recapitalization of the Company with an inactive
corporation (Champion) to allow the Company additional access to
capital markets in the future. These financial statements are not
necessarily indicative of what actual results would have been had
the transaction occurred on February 4, 1999, nor do they purport to
indicate the future results of the Company. The unaudited pro forma
combined statement of operations should be read in conjunction with
the Company's financial statements and accompanying notes and the
financial statements of Champion and related notes appearing
elsewhere herein.

F-27
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH JUNE 30, 1999

<TABLE>
<S> <C> <C> <C> <C>
Internet Golf
Association,Inc. Pro forma
and Subsidiaries Champion Adjustments Pro forma

Operating expenses $ 423,099 $ 3,209 $ - $ 426,308
Interest income 367 - - 367
___________ ________ ________ ___________

Loss before provision for
income taxes (422,732) (3,209) - (425,941)

Provision for income taxes 800 - - 800
___________ ________ ________ ___________

Net loss $ (423,532) $ (3,209) $ - $ (426,741)

Basic and diluted net loss
per common share $ (0.05) $ - $ - $ (0.04)

Basic and diluted weighted
average common shares
outstanding 8,936,590 1,178,910 - 10,115,500

</TABLE>

F-28
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

by and among

Champion Ventures, Inc.
a Nevada corporation

and

Internet Golf Association, Inc., a Nevada corporation

effective as of May 7, 1999

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, is made and
entered into this 7th day of May 1999, by and between Champion
Ventures, Inc., a Nevada corporation ("Champion Ventures") and
Internet Golf Association, Inc., a Nevada corporation ("IGA"), and
certain shareholders of IGA listed on the attached Schedule I ("IGA
Shareholders"), and specifically incorporated herein by reference
(IGA and IGA Shareholders shall be hereinafter jointly referred to
as "IGA Parties").

PREMISES

A. This Agreement provides for the reorganization of
IGA with and into Champion Ventures, with IGA becoming a
wholly-owned subsidiary of Champion Ventures, and in connection
therewith, the exchange of the outstanding common stock of IGA into
shares of common voting stock of Champion Ventures, all for the
purpose of effecting a tax-free reorganization pursuant to sections
354 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended ("IRC"). On the terms and conditions set forth herein, the
parties hereby adopt the Plan of Reorganization embodied in this
Agreement.

B. The boards of directors of IGA and Champion
Ventures have determined, subject to the terms and conditions set
forth in this Agreement, that the exchange contemplated hereby, as a
result of which IGA would become a wholly owned subsidiary of
Champion Ventures is desirable and in the best interests of their
stockholders. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed exchange.

AGREEMENT

NOW, THEREFORE, on the stated premises and for and in
consideration of the mutual covenants and agreements hereinafter set
forth and the mutual benefits to the parties to be derived herefrom,
it is hereby agreed as follows:

ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
IGA AND IGA SHAREHOLDERS

IGA and each of IGA Shareholders, individually and neither
jointly nor severally, represents and warrants to Champion Ventures,
except as disclosed in this Agreement or in the case of any
representation qualified by its terms to a particular Schedule, as
hereinafter defined, of IGA attached hereto, that the statements
made in this Article I will be correct and complete at the Effective
Date, as hereinafter defined, provided, however, if there is no
Effective Date, then no party shall be liable for any inaccuracy.

SECTION 1.1 SHAREHOLDERS. Each of the IGA Shareholders is
the owner of all of the issued and outstanding shares of the capital
stock of IGA attributed to such Shareholder on Schedule I; each IGA
Shareholder has full legal title to all IGA Shares described in
Schedule I as being owned by such IGA Shareholder free from any and
all claims, liens or other encumbrances. IGA Shareholders have
unqualified right to sell, transfer, and dispose of their respective
IGA Shares subject to the laws of bankruptcy, insolvency and general
creditors' rights. Each IGA Shareholder represents and warrants
that, in regards to such IGA Shareholder's shares of IGA, such IGA
Shareholder has full right and authority to execute this Agreement
and to transfer his shares of IGA to Champion Ventures.

SECTION 1.2 ORGANIZATION. IGA is a corporation duly
organized, validly existing, and in good standing under the laws of
Nevada and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all
of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including
qualification to do business as a foreign corporation in the
jurisdiction in which the character and location of the assets owned
by it or the nature of the business transacted by it requires
qualification. IGA has previously provided to Champion Ventures
true complete and correct copies of the articles of incorporation,
bylaws and amendments thereto of IGA as in effect on the date
hereof. The execution and delivery of this Agreement does not and
the consummation of the transactions contemplated by this Agreement
in accordance with the terms hereof will not violate any provision
of IGA's articles of incorporation or bylaws. IGA has full power,
authority and legal right and has taken all action required by law,
its articles of incorporation, its bylaws or otherwise to authorize
the execution and delivery of this Agreement.

<PAGE>

SECTION 1.3 CAPITALIZATION. The authorized capitalization
of IGA consists of 20,000,000 Common Shares, $0.001 par value per
share (the "IGA Common Shares") and 2,000,000 Preferred Shares,
$0.001 par value per share (the "IGA Preferred Shares"). As of the
date of this Agreement, 8,100,000 of the authorized common shares
are issued and outstanding and no shares of the IGA Preferred Shares
are issued and outstanding. All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in
violation of the preemptive or other rights of any person. IGA has
no other securities, warrants or options authorized or issued.

SECTION 1.4 SUBSIDIARIES AND PREDECESSOR CORPORATIONS. IGA
does not have any subsidiaries and does not own, beneficially or of
record, any shares of any other corporation.

SECTION 1.5 FINANCIAL INFORMATION.

(a) IGA has no liabilities with respect to the
payment of any federal, state, county, local or other taxes
(including any deficiencies, interest or penalties), except for
taxes accrued but not yet due and payable;

(b) IGA has filed all state, federal and local income
tax returns required to be filed by it from inception to the date
hereof, if any;

(c) The books and records, financial and others, of
IGA are in all material respects complete and correct and have been
maintained in accordance with good business accounting practices and
in accordance with generally accepted accounting principals,
consistently applied. Subsequent to the Closing, IGA will obtain a
combined audit with Champion Ventures which will comply with
generally accepted accounting principals and be prepared in
accordance with Item 310 of Regulation S-B; and

(e) Except as and to the extent disclosed herein and
the IGA Due Diligence, IGA has no material contingent liabilities,
direct or indirect, matured or unmatured.

SECTION 1.6 INFORMATION. THE INFORMATION CONCERNING IGA
SET FORTH IN THIS AGREEMENT AND IN THE IGA DUE DILIGENCE TO THE BEST
OF IGA'S KNOWLEDGE, IS COMPLETE AND ACCURATE IN ALL MATERIAL
RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO MAKE THE
STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.

SECTION 1.7 OPTIONS AND WARRANTS. THERE ARE NO EXISTING
OPTIONS, WARRANTS, CALLS OR COMMITMENTS OF ANY CHARACTER TO WHICH
IGA IS A PARTY AND BY WHICH IT IS BOUND.

SECTION 1.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except
as set forth in this Agreement, the IGA Due Diligence, or as
otherwise disclosed to Champion Ventures, since March 31, 1999:

(a) there has not been: (i) any material adverse
change in the business, operations, properties, assets or condition
of IGA; or (ii) any damage, destruction or loss to IGA (whether or
not covered by insurance) materially and adversely affecting the
business, operations, properties, assets or condition of IGA;

(b) IGA has not: (i) amended its articles of
incorporation or bylaws; (ii) declared or made, or agreed to declare
or make, any payment of dividends or distributions of any assets of
any kind whatsoever to stockholders or purchased or redeemed or
agreed to purchase or redeem any of its capital stock; (iii) waived
any rights of value which in the aggregate are extraordinary or
material considering the business of IGA; (iv) made any material
change in its method of management, operation or accounting other
than in its ordinary course of business; (v) entered into any other
material transaction; (vi) made any accrual or arrangement for or
payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or
employee; (vii) increased the rate of compensation; or (viii) made
any increase in any profit sharing, bonus, deferred compensation,
insurance, pension, retirement or other employee benefit plan,
payment or arrangement made to, for, or with its officers, directors
or employees.

<PAGE>
(c) IGA has not: (i) granted or agreed to grant any
options, warrants or other rights for its stocks, bonds or other
corporate securities calling for the issuance thereof; (ii) borrowed
or agreed to borrow any funds or incurred or become subject to, any
material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid
any material obligation or liability (absolute or contingent) other
than current liabilities reflected in or shown on the most recent
IGA balance sheet and current liabilities incurred since that date
in the ordinary course of business; (iv) sold or transferred, or
agreed to sell or transfer, any of its assets, properties or rights
(except assets, properties or rights not used or useful in its
business which, in the aggregate have a value of less than $10,000);
(v) made or permitted any amendment or termination of any contract,
agreement or license to which it is a party if such amendment or
termination is material, considering the business of IGA; or (vi)
issued, delivered or agreed to issue or deliver any stock, bonds or
other corporate securities, including debentures (whether authorized
and unissued or held as treasury stock); and

(d) to the best knowledge of IGA, it has not become
subject to any law or regulation which materially and adversely
affects, or in the future may adversely affect, the business,
operations, properties, assets or condition of IGA.

SECTION 1.9 TITLE AND RELATED MATTERS. IGA has good and
marketable title to and is the sole and exclusive owner of all of
its properties, inventory, interests in properties and assets, real
and personal including technical information, copyrights,
trademarks, service marks and tradenames (except with respect to
certain rights retained by Access Software with respect to IGA's
rights to utilize the Links Pro Golf software) (collectively, the
"Assets") (except properties, interests in properties and assets
sold or otherwise disposed of in the ordinary course of business),
free and clear of all liens, pledges, charges or encumbrances
except: (a) statutory liens or claims not yet delinquent; and (b)
such imperfections of title and easements as do not and will not,
materially detract from or interfere with the present or proposed
use of the properties subject thereto or affected thereby or
otherwise materially impair present business operations on such
properties. Except as set forth in the foregoing, IGA owns free and
clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever, any and all
products it is currently manufacturing, including the underlying
technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management or other information
utilized in connection with IGA's business. Except with respect to
Access Software, no third party has any right to, and IGA has not
received any notice of infringement of or conflict with asserted
rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks, service
marks, trade names or copyrights which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would
have a materially adverse affect on the business, operations,
financial conditions or income of IGA or any material portion of its
properties, assets or rights.

SECTION 1.10 LITIGATION AND PROCEEDINGS. To the best of
IGA's knowledge and belief, there are no actions, suits, proceedings
or investigations pending or threatened by or against IGA or
affecting IGA or its properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or
foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial
condition or income of IGA. IGA does not have any knowledge of any
default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court,
arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in
the discovery of such a default.

<PAGE>

SECTION 1.11 CONTRACTS.

(a) IGA is not a party to any oral or written: (i)
contract for the employment of any officer or employee which is not
terminable on thirty (30) days or less notice; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension
benefit or retirement plan, agreement or arrangement covered by
Title IV of the Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation, other than one on which IGA
is a primary obligor, for collection and other guaranties of
obligations, which, in the aggregate do not exceed more than one
year or providing for payments in excess of $10,000 in the
aggregate; (v) consulting or other similar contracts with an
unexpired term of more than one year or providing for payments in
excess of $10,000 in the aggregate; (vi) collective bargaining
agreements; (vii) agreement with any present or former officer or
director of IGA; or (viii) contract, agreement or other commitment
involving payments by it of more than $10,000 in the aggregate; and

(b) To IGA's knowledge, all contracts, agreements,
franchises, license agreements and other commitments to which IGA is
a party or by which its properties are bound and which are material
to the operations of IGA taken as a whole, are valid and enforceable
by IGA in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally.

SECTION 1.12 MATERIAL CONTRACT DEFAULTS. To the best of
IGA's knowledge and belief, IGA is not in default in any material
respect under the terms of any outstanding contract, agreement,
lease or other commitment which is material to the business,
operations, properties, assets or condition of IGA, and there is no
event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which IGA has not
taken adequate steps to prevent such a default from occurring.

SECTION 1.13 NO CONFLICT WITH OTHER INSTRUMENTS. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any
term or provision of, or constitute an event of default under, any
material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which IGA is a party or to
which any of its properties or operations are subject.

SECTION 1.14 GOVERNMENTAL AUTHORIZATIONS. To the best of
IGA's knowledge IGA has all licenses (including without limitation
the Access Software license), franchises, permits or other
governmental authorizations legally required to enable IGA to
conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is
required in connection with the execution and delivery by IGA of
this Agreement and the consummation by IGA of the transactions
contemplated hereby.

SECTION 1.15 COMPLIANCE WITH LAWS AND REGULATIONS. To the
best of IGA's knowledge, IGA has complied with all applicable
statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations,
properties, assets or condition of IGA or would not result in IGA's
incurring any material liability.

SECTION 1.16 INSURANCE. IGA has no insurable properties
and no insurance policies will be in effect at the Closing Date, as
hereinafter defined.

SECTION 1.17 APPROVAL OF AGREEMENT. The board of
directors of IGA has authorized the execution and delivery of this
Agreement by IGA, has approved the transactions contemplated hereby
and approved the submission of this Agreement and the transactions
contemplated hereby to the stockholders of IGA for their unanimous
approval, which approval has been provided.

SECTION 1.18 MATERIAL TRANSACTIONS OR AFFILIATIONS.
Except as disclosed herein or previously disclosed to Champion
Ventures, there exists no material contract, agreement or
arrangement between IGA and any predecessor and any person who was
at the time of such contract, agreement or arrangement an officer,
director or person owning of record, or known by IGA to own
beneficially, ten percent (10%) or more of the issued and
outstanding IGA Common Shares and which is to be performed in whole
or in part after the date hereof. In all of such transactions, the
amount paid or received, whether in cash, in services or in kind,
has been during the full term thereof, and is required to be during
the unexpired portion of the term thereof, no less favorable to IGA
than terms available from otherwise unrelated parties in arms length
transactions. There are no commitments by IGA, whether written or
oral, to lend any funds to, borrow any money from or enter into any
other material transactions with, any such affiliated person.

<PAGE>

SECTION 1.19 LABOR RELATIONS. IGA has never had a work
stoppage resulting from labor problems. To the best knowledge of
IGA, no union or other collective bargaining organization is
organizing or attempting to organize any employee of IGA.

SECTION 1.20 PREVIOUS SALES AND ISSUANCE OF SECURITIES.
Since inception, IGA has issued IGA Common Shares in reliance upon
applicable exemptions from the registration requirements under the
laws of the jurisdiction of Nevada to the shareholders listed on
Schedule I. The shares of IGA Common Stock issued to the IGA
Shareholders are legally issued, fully paid and nonassessable and
are not issued in violation of the preemptive or other rights of any
person.

SECTION 1.21 REORGANIZATION RELATED REPRESENTATIONS.

(a) following the Effective Date, IGA will continue its
historic business or use a significant portion of its historic
business assets in its business;

(b) IGA is not an investment company as defined in
section 368(a)(2)(f)(iii) and (iv) of IRC;

(c) IGA is not under the jurisdiction of a court in a
title 11 or similar case within the meaning of Section 368(a)(3)(A)
of the IRC.

SECTION 1.22 IGA DUE DILIGENCE. Upon execution hereof,
IGA will deliver to Champion Ventures the following documents, which
are collectively referred to as the "IGA Due Diligence" and which
will be true and correct in all material respects:

(a) copies of the articles of incorporation, bylaws
and all minutes of shareholders' and directors' meetings of IGA;

(b) the financial statements of IGA;

(d) the IGA Business Plan which includes, among other
matters, information concerning all of IGA's material licenses,
permits and other governmental authorizations, requests or
applications therefor, pursuant to which IGA carries on or proposes
to carry on its business (except those which in the aggregate, are
immaterial to the present or proposed business of IGA), as well as a
description of any material adverse change in the business
operations, property, inventory, assets or condition of IGA since
the most recent IGA balance sheet required to be provided pursuant
to Section 1.7; and

IGA shall cause the IGA Due Diligence and the instruments
and data delivered to Champion Ventures hereunder to be updated
after the date hereof up to and including the Closing Date, as
hereinafter defined.

SECTION 1.23 TAXES. IGA has filed all required tax returns,
if any, and as of the date of this Agreement has not taxes owing.

<PAGE>

SECTION 1.24 ADDITIONAL INFORMATION AVAILABLE. IGA will
make available to Champion Ventures the opportunity to ask questions
and receive answers concerning acquisition of IGA shares in this
transaction, and to obtain any additional information related
thereto which IGA possesses or can acquire without unreasonable
effort or expense.

SECTION 1.25 LIMITATION ON LIABILITY. Notwithstanding
anything to the contrary contained in this Agreement, IGA shall not
have any liability for any misrepresentation or breach of any
representation or warranty contained in this Article I, if Champion
Ventures has actual knowledge (rather than Knowledge) of such
misrepresentation or breach.

SECTION 1.26 INVESTMENT REPRESENTATIONS.

(a) Each IGA Shareholder represents and warrants that
he, she or it is not now insolvent and will not be
insolvent as a result of the consummation of the
transactions contemplated by this Agreement.

(b) Each IGA Shareholder agrees that he, she or it or
his, her or its representatives have been furnished with
substantially the same kind of information regarding
Champion Ventures and its financial condition, plan of
operation and prospects as would be contained in a
registration statement and included prospectus prepared in
connection with a public offering of the Exchange Shares or
such information has been made freely available by Champion
Ventures. Each IGA Shareholder further agrees that he, she
or it has had an opportunity to ask questions of and
receive answers from Champion Ventures and its financial
condition, plan of operation and prospects and the terms
and conditions of this Agreement and the issuance of the
Exchange Shares.

(c) Each IGA Shareholder represents that he, she or
it, alone or together with advisor(s), if any, has such
knowledge and experience in financial, tax and business
matters as to enable the IGA Shareholder to utilize the
information made available by Champion Ventures to evaluate
the merits and risks of acquiring the Exchange Shares and
to make an informed investment decision with respect thereto.

(d) Each IGA Shareholder acknowledges that he, she or
it was not solicited by any person by any form of general
solicitation or advertising in connection with the
transactions contemplated by this Agreement.

(e) Each IGA Shareholder's decision to enter into
this Agreement is based upon his, her or its own
independent judgment and investigation and not on any
representations and warranties of Champion Ventures or any
officer, director or shareholder of Champion Ventures other
than those expressly state in this Agreement and in the Due
Diligence, Exhibits and documents furnished in connection
hereto.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
OF CHAMPION VENTURES

As an inducement to, and to obtain the reliance of IGA,
Champion Ventures represents and warrants as follows:

SECTION 2.1 ORGANIZATION. Champion Ventures is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada and has the corporate power
and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in
the states in which the character and location of the assets owned
by it or the nature of the business transacted by it requires
qualification. Champion Ventures has previously furnished to IGA
true, complete and correct copies of the articles of incorporation,
amended articles of incorporation (collectively, hereinafter
referred to as the "articles of incorporation"), bylaws of Champion
Ventures as in effect on the date hereof and a certificate of Good
Standing. The execution and delivery of this Agreement does not and
the consummation of the transactions contemplated by this Agreement
in accordance with the terms hereof will not, violate any provision
of Champion Ventures' articles of incorporation or bylaws. Champion
Ventures has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution
and delivery of this Agreement. Champion Ventures has full power,
authority and legal right and has taken all action required by law,
its articles of incorporation, bylaws or otherwise to consummate the
transactions herein contemplate.

<PAGE>

SECTION 2.2 CAPITALIZATION. The authorized capitalization
of Champion Ventures consists of 100,000,000 shares of Common Stock,
par value $.001 per share, of which 1,500,000 shares will be issued
and outstanding at the closing, and 5,000,000 shares of Preferred
Stock, par value $.001 per share, of which no shares are issued and
outstanding. All issued and outstanding shares are legally issued,
fully paid and nonassessable and are not issued in violation of the
preemptive or other rights of any person. Champion Ventures has no
other securities, warrants or options authorized or issued.

SECTION 2.3 SUBSIDIARIES. At the Closing, other than CVI
Systems, Inc., an inactive Nevada corporation, Champion Ventures
shall own no securities or have any interest in any corporation,
partnership, or other form of business organization, including its
current subsidiaries.

SECTION 2.4 FINANCIAL STATEMENTS.

(a) Champion Ventures has previously delivered to IGA
audited consolidated financial statements for the years ended
December 31, 1998 and December 31, 1997, together with the related
footnotes and report thereon of the auditors rendering such reports
(the "Champion Ventures Audited Financial Statements") and the
unaudited consolidated financial statements for the period ended
March 31, 1999 (the "Champion Ventures Unaudited Financial
Statements" and, together with the Champion Ventures Audited
Financial Statements, the "Champion Ventures Financial Statements").
The Champion Ventures Financial Statements are correct and complete
in all respects and fairly present, in accordance with generally
accepted accounting principles ("GAAP"), consistently applied, the
consolidated financial position of Champion Ventures as of such
dates and the results of operations and changes in financial
position for such periods all in accordance with GAAP. The Champion
Ventures Audited Financial Statements comply with the requirements
of Item 310 of Regulation S-B of the Securities and Exchange
Commission and the provisions of the Securities Act of 1933 (the
"1933 Act") and will be suitable in form for inclusion in any
subsequent filing with any state or federal regulatory agency under
the Securities Exchange Act of 1934 (the "1934 Act")

(b) The books and records, financial and others, of
Champion Ventures are in all material respects complete and correct
and have been maintained in accordance with good business accounting
practices;

(c) Champion Ventures has no liabilities with respect
to the payment of any federal, state, county, local or other taxes,
current or accrued (including any deficiencies, interest or penalties).

SECTION 2.5 INFORMATION. The information concerning
Champion Ventures as set forth in this Agreement and in the Champion
Ventures Due Diligence, to the best of Champion Ventures' knowledge,
is complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.

SECTION 2.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since
December 31, 1998:

(a) Champion Ventures has not: (i) amended its
articles of incorporation or bylaws; (ii) waived any rights of value
which in the aggregate are extraordinary or material considering the
business of Champion Ventures; (iii) made any material change in its
method of management, operation or accounting; or (iv) made any
accrual or arrangement for or payment of bonuses or special
compensation of any kind or any severance or termination pay to any
present or former officer or employee;

<PAGE>

(b) Champion Ventures has not: (i) granted or agreed
to grant any options, warrants or other rights for its stocks, bonds
or other corporate securities calling for the issuance thereof,
which option, warrant or other right has not been canceled as of the
Closing Date; (ii) borrowed or agreed to borrow any funds or
incurred or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary
course of business; and

(c) To the best knowledge of Champion Ventures, it
has not become subject to any law or regulation which materially and
adversely affects, or in the future may adversely affect, the
business, operations, properties, assets or condition of Champion
Ventures.

SECTION 2.7 TITLE AND RELATED MATTERS. As of the Closing
Date, Champion Ventures will own no real, personal or intangible
property, other than certain minor leasehold mineral passive,
non-operating interests and a few shares of stock (the "Held
Stock"). On or prior to the Closing, Champion Ventures will
transfer the Held Stock to John Brasher in consideration for
cancellation of expense reimbursements due to John Brasher
aggregating $4,227.60.

SECTION 2.8 LITIGATION AND PROCEEDINGS. There are no
actions, suits or proceedings pending or, to the best of Champion
Ventures' knowledge and belief, threatened by or against or
affecting Champion Ventures, at law or in equity, before any court
or other governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind that would have a
material adverse effect on the business, operations, financial
condition, income or business prospects of Champion Ventures.
Champion Ventures does not have any knowledge of any default on its
part with respect to any judgment, order, writ, injunction, decree,
award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality.

SECTION 2.9 CONTRACTS. On the Closing Date and other than
as provided in the Champion Ventures Financial Statements or the
Champion Ventures Due Diligence:

(a) There are no material contracts, agreements,
franchises, license agreements, or other commitments to which
Champion Ventures is a party or by which it or any of its properties
are bound;

(b) Champion Ventures is not a party to any contract,
agreement, commitment or instrument or subject to any charter or
other corporate restriction or any judgment, order, writ,
injunction, decree or award which materially and adversely affects,
or in the future may (as far as Champion Ventures can now foresee)
materially and adversely affect, the business, operations,
properties, assets or conditions of Champion Ventures; and

(c) Champion Ventures is not a party to any material
oral or written: (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension, benefit or retirement plan,
agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement,
contract or indenture relating to the borrowing of money; (iv)
guaranty of any obligation for the borrowing of money or otherwise,
excluding endorsements made for collection and other guaranties of
obligations, which, in the aggregate exceeds $1,000; (v) consulting
or other similar contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the
aggregate; (vi) collective bargaining agreement; (vii) agreement
with any present or former officer or director of Champion Ventures;
or (viii) contract, agreement, or other commitment involving
payments by it of more than $10,000 in the aggregate.

SECTION 2.10 NO CONFLICT WITH OTHER INSTRUMENTS. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any
term or provision of, or constitute an event of default under, any
material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which Champion Ventures is a
party or to which any of its properties or operations are subject.

<PAGE>

SECTION 2.11 MATERIAL CONTRACT DEFAULTS. To the best of
Champion Ventures' knowledge and belief, Champion Ventures is not in
default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of
Champion Ventures, and there is no event of default in any material
respect under any such contract, agreement, lease or other
commitment in respect of which Champion Ventures has not taken
adequate steps to prevent such a default from occurring.

SECTION 2.12 GOVERNMENTAL AUTHORIZATIONS. To the best of
Champion Ventures' knowledge, Champion Ventures has all licenses,
franchises, permits and other governmental authorizations that are
legally required to enable it to conduct its business operations in
all material respects as conducted on the date hereof. Except for
compliance with federal and state securities or corporation laws, no
authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is
required in connection with the execution and delivery by Champion
Ventures of the transactions contemplated hereby.

SECTION 2.13 COMPLIANCE WITH LAWS AND REGULATIONS. To the
best of Champion Ventures' knowledge and belief, Champion Ventures
has complied with all applicable statutes and regulations of any
federal, state or other governmental entity or agency thereof,
except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or
condition of Champion Ventures or would not result in Champion
Ventures incurring any material liability.

SECTION 2.14 INSURANCE. Champion Ventures has no
insurable properties and no insurance policies will be in effect at
the Closing Date, as hereinafter defined.

SECTION 2.15 APPROVAL OF AGREEMENT. The board of
directors of Champion Ventures has authorized the execution and
delivery of this Agreement by Champion Ventures and has approved the
transactions contemplated hereby. The approval of this Agreement by
Champion Ventures' shareholders is not required.

SECTION 2.16 MATERIAL TRANSACTIONS OR AFFILIATIONS.
Except with respect to certain securities issuable to officers in
connection with heretofore unpaid compensation which shares will be
issued simultaneously with the closing hereof or as otherwise stated
herein or in the Champion Ventures Due Diligence, as of the Closing
Date there will exist no material contract, agreement or arrangement
between Champion Ventures and any person who was at the time of such
contract, agreement or arrangement an officer, director or person
owning of record, or known by Champion Ventures to own beneficially,
ten percent (10%) or more of the issued and outstanding common stock
of Champion Ventures and which is to be performed in whole or in
part after the date hereof. Champion Ventures has no commitment,
whether written or oral, to lend any funds to, borrow any money from
or enter into any other material transactions with, any such
affiliated person.

SECTION 2.17 LABOR RELATIONS. Champion Ventures has never
had a work stoppage resulting from labor problems. Champion
Ventures has no employees other than its officers and directors.

SECTION 2.18 TAXES. (a) Champion Ventures has timely
filed (within the applicable extension periods) with the appropriate
governmental agencies all governmental tax returns, information
returns, tax reports and declarations which are monetary
liabilities. All governmental tax returns, information returns, tax
reports and declarations filed by Champion Ventures for years for
which the statute of limitations has not run (the "Tax Returns") are
correct in all material respects. Champion Ventures has timely paid
(or has collected and paid over in the case of sales, use or similar
taxes) all taxes, additions to tax, penalties, interest,
assessments, deposits, and other governmental charges imposed by law
upon it or any of its properties, tangible or intangible assets,
income, receipts, payrolls, transactions, capital, net worth and
franchises, or upon the sale, use or delivery of any item sold by
the Company. No tax returns have been examined by the Internal
Revenue Service or any other governmental authority. Champion
Ventures (i) is not currently being audited with respect to any tax,
assessment or other governmental charge; (ii) has not received
formal or informal notice from any governmental agency that an audit
or investigation with respect to any tax, assessment or other
governmental charge is to be initiated; (iii) is not formally or
informally discussing material pending ruling requests or other
material tax or assessment issues with the Internal Revenue Service
or any other governmental taxing authority in connection with any
matter concerning any member of Champion Ventures' group; or (iv)
has not been formally or informally notified of any potential tax or
assessment issue which the Internal Revenue Service or any other
governmental taxing authority intends to raise in connection with
any matter concerning any member of Champion Ventures' group.
Champion Ventures has not granted or proposed any waiver of any
statute of limitations with respect to, or any extension of a period
for the assessment or collection of, or any offer in compromise of
any governmental tax. The accruals and reserves for taxes reflected
in the financial statements are adequate to cover substantially all
taxes (including additions to tax, interest, penalties, and other
charges or assessments, if any) which become due and payable or
accruable by reason of the business conducted by Champion Ventures
through the Closing Date herein. Champion Ventures is not now or
has it ever been a corporation which meets the tests of Section
542(b)(2) of the Internal Revenue Code. Champion Ventures has not
participated in, or is required to participate in, for any period
prior to the date of this Agreement the filing of any consolidated
tax return other than (i) as set forth in the Schedule of Taxes, or
(ii) as a member of an affiliated group of which Champion Ventures
is the common parent.

<PAGE>

SECTION 2.19 CHAMPION VENTURES DUE DILIGENCE. Upon or
prior to execution hereof, Champion Ventures shall deliver to IGA
the following documents, which are collectively referred to as the
"Champion Ventures Due Diligence" which are dated the date of this
Agreement:

(a) complete and correct copies of the articles of
incorporation, bylaws and Certificate of Good Standing of Champion
Ventures as in effect as of the date of this Agreement;

(b) copies of the Champion Ventures Financial
Statements;

(c) the description of any material adverse change in
the business, operations, property, assets, or condition of Champion
Ventures since December 31, 1998 required to be provided pursuant to
Section 2.6; and

(d) any other information, together with any required
copies of documents, required to be disclosed in the Champion
Ventures Due Diligence under this Agreement.

Champion Ventures shall cause the Champion Ventures Due
Diligence and the instruments to be delivered to IGA hereunder to be
updated after the date hereof up to and including the Closing Date.

SECTION 2.20 ADDITIONAL INFORMATION AVAILABLE. Champion
Ventures will make available to each IGA Shareholder the opportunity
to ask questions and receive answers concerning the acquisition of
Champion Ventures Common Stock in the transaction, and to obtain any
additional information which Champion Ventures possesses or can
acquire without unreasonable effort or expense.

SECTION 2.21 LIMITATION ON LIABILITY. Notwithstanding
anything to the contrary contained in this Agreement, Champion
Ventures shall not have any liability for any misrepresentation or
breach of any representation or warranty contained in this Article
II, if IGA or any of the IGA Shareholders has actual knowledge
(rather than Knowledge) of such misrepresentation or breach.

ARTICLE III

EXCHANGE PROCEDURE

SECTION 3.1 DELIVERY OF IGA SECURITIES. On the Closing
Date, the holders of the IGA Common Shares shall deliver to Champion
Ventures (i) certificates or other documents evidencing all of the
issued and outstanding IGA Common Shares, duly endorsed in blank or
with executed stock power attached thereto in transferrable form and
(ii) investment letters, the form of which is attached hereto as
Exhibit "A".

SECTION 3.2 ISSUANCE OF EXCHANGE SHARES. (a) In exchange
for all of the IGA Common Share tendered pursuant to Section 3.1,
Champion Ventures shall instruct its Transfer Agent to issue an
aggregate of 8,500,000 "restricted" Common Shares of Champion
Ventures (the "Exchange Shares") to the IGA shareholders as set
forth on Exhibit 1 and shall cause such shares to be delivered to
IGA for further delivery to the IGA Shareholders. Each share of IGA
shall be exchanged for 1 share of Champion Ventures.

<PAGE>

(b) No fractional Exchange Shares shall be issued pursuant
to this Section 3.2. In lieu of such fractional shares, all shares
to be issued shall be rounded up or down to the nearest whole share.

(c) The total of 8,500,000 shares to be issued to the IGA
shareholders by Champion Ventures (the "IGA Shares") are not being
registered under the Securities Act of 1933, as amended (the
"Securities Act") and are to be issued as "restricted securities",
as that term is defined in Rule 144 promulgated under the Act, and
that the certificates representing the IGA Shares will bear a legend
to that effect, substantially in the form set forth in Schedule 3.2,
as follows:

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (II) TO THE
EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION
SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
APPLICABLE STATE LAW IS AVAILABLE.

SECTION 3.3 UNDERTAKINGS.

(a) Upon execution hereof or as soon thereafter as
practical, management of Champion Ventures and IGA shall execute,
acknowledge and deliver (or shall cause to be executed, acknowledged
and delivered) any and all certificates, opinions, financial
statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered, together
with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced hereinbelow.

SECTION 3.4 CLOSING. The closing ("Closing") of the
transactions contemplated by this Agreement shall be as of the date
in which all of the shareholders of IGA have approved the terms of
this Agreement ("Closing Date"), all conditions to Closing
referenced in this Agreement have been satisfied or waived by IGA
and all documentation referenced herein is delivered to the
respective party herein, unless a different date is mutually agreed
to in writing by the parties hereto.

SECTION 3.5 TERMINATION.

(a) This Agreement may be terminated by the board of
directors of either Champion Ventures or IGA at any time prior to
the Closing Date if:

(i) there shall be any action or proceeding before any
court or any governmental body which shall seek to restrain,
prohibit or invalidate the transactions contemplated by this
Agreement and which, in the judgment of such board of directors,
made in good faith and based on the advice of its legal counsel,
makes it inadvisable to proceed with the exchange contemplated by
this Agreement; or

(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is required
to consummate such transactions; or

<PAGE>

(iii) the conditions described in Article VI below have
not been satisfied in full; or

In the event of termination pursuant to this paragraph (a) of this
Section 3.5, no obligation, right, or liability shall arise
hereunder and each party shall bear all of the expenses incurred by
it in connection with the negotiation, drafting and execution of
this Agreement and the transactions herein contemplated;

(b) This Agreement may be terminated at any time prior to
the Closing Date by action of the board of directors of Champion
Ventures if IGA shall fail to comply in any material respect with
any of its covenants or agreements contained in this Agreement or if
any of the representations or warranties of IGA contained herein
shall be inaccurate in any material respect, which noncompliance or
inaccuracy is not cured after 20 days' written notice thereof is
given to IGA. If this Agreement is terminated pursuant to this
paragraph (b) of this Section 3.5, this Agreement shall be of no
further force or effect and no obligation, right or liability shall
arise hereunder; and

(c) This Agreement may be terminated at any time prior to
the Closing Date by action of the board of directors of IGA if
Champion Ventures shall fail to comply in any material respect with
any of its covenants or agreements contained in this Agreement or if
any of the representations or warranties of Champion Ventures
contained herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written
notice thereof is given to Champion Ventures. If this Agreement is
terminated pursuant to this paragraph (c) of Section 3.5, this
Agreement shall be of no further force or effect and no obligation,
right or liability shall arise hereunder.

SECTION 3.6 DIRECTORS OF CHAMPION VENTURES. Upon the
Closing, the present members of Champion Ventures' Board of
Directors shall tender their resignations seriatim so that the
following persons are appointed directors of Champion Ventures in
accordance with procedures set forth in the Champion Ventures
bylaws: Vincent C. Castagnola, Phillip K. Roberts, Kirk J. Zamzow.
Each director shall hold office until his successor shall have been
duly elected and shall have qualified or until his or her earlier
death, resignation or removal.

SECTION 3.7 OFFICERS OF CHAMPION VENTURES. UPON THE
CLOSING, THE PRESENT OFFICERS OF CHAMPION VENTURES SHALL TENDER
THEIR RESIGNATIONS AND PROVIDE CHAMPION VENTURES WITH APPLICABLE
RELEASES CONCERNING THEIR RESPECTIVE EMPLOYMENT AGREEMENTS.
SIMULTANEOUS THEREWITH, THE FOLLOWING PERSONS SHALL BE ELECTED AS
OFFICERS OF CHAMPION VENTURES IN ACCORDANCE WITH PROCEDURES SET
FORTH IN THE CHAMPION VENTURES BYLAWS:

NAME OFFICE

VINCENT C. CASTAGNOLA PRESIDENT AND CHIEF
EXECUTIVE OFFICER

PHILLIP K. ROBERTS CHAIRMAN OF THE BOARD
AND CHIEF FINANCIAL OFFICER

KIRK J. ZAMZOW SECRETARY AND CHIEF
OPERATING OFFICER

SECTION 3.8 EFFECTIVE DATE. The parties hereto hereby
agree that the Effective Date of the transaction proposed herein
shall be 11:50 P.M. Eastern Time on May ___, 1999, unless the
parties agree otherwise, in writing.

<PAGE>

SECTION 3.9 NAME CHANGE. On or prior to the Closing,
Champion Ventures shall use its best efforts to change its name to
"Internet Golf Association, Inc."

ARTICLE IV

SPECIAL COVENANTS

SECTION 4.1 ACCESS TO PROPERTIES AND RECORDS. Champion
Ventures and IGA will each afford to the officers and authorized
representatives of the other full access to the properties, books
and records of Champion Ventures and IGA, as the case may be, in
order that each may have full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and
operating data and other information as to the business and
properties of Champion Ventures and IGA, as the case may be, as the
other shall from time to time prior to Closing reasonably request.
In addition, Champion Ventures shall provide to IGA subsequent to
Closing all information necessary to allow IGA to properly prepare
and file all reports required to be filed pursuant to the Exchange
Act, including all information concerning Champion Ventures'
subsidiaries which existed prior to Closing.

SECTION 4.2 INFORMATION FOR CHAMPION VENTURES PUBLIC
REPORTS. IGA will furnish Champion Ventures with all information
concerning IGA and the IGA Stockholders, including all financial
statements, required for inclusion in any public report to be filed
by Champion Ventures pursuant to the Securities Act, the Exchange
Act, or any other applicable federal or state law. IGA covenants
that all information so furnished to Champion Ventures, including
the financial statements described in Section 1.4, shall be true and
correct in all material respects without omission of any material
fact required to make the information stated not misleading.
Similarly, Champion Ventures will provide all information concerning
its history and operations reasonably requested by IGA.

SECTION 4.3 SPECIAL COVENANTS AND REPRESENTATIONS
REGARDING THE EXCHANGE SHARES TO BE ISSUED IN THE EXCHANGE. The
consummation of this Agreement, including the issuance of the
Exchange Shares to the stockholders of IGA as contemplated hereby,
constitutes the offer and sale of securities under the Securities
Act, and applicable state statutes. Such transaction shall be
consummated in reliance on exemptions from the registration and
prospectus delivery requirements of such statutes which depend,
inter alia, upon the circumstances under which the IGA stockholders
acquire such securities. In connection with reliance upon
exemptions from the registration and prospectus delivery
requirements for such transactions, at the Closing, IGA shall cause
to be delivered, and the IGA stockholders shall deliver to Champion
Ventures, the investment letters referenced in Section 3.1.

SECTION 4.4 THIRD PARTY CONSENTS. Champion Ventures and
IGA agree to reasonably cooperate with each other in order to obtain
any required third party consents to this Agreement and the
transactions herein contemplated.

SECTION 4.5 ACTIONS PRIOR TO CLOSING.

(a) From and after the date of this Agreement until the
Closing Date and except as set forth in the Champion Ventures or IGA
Due Diligence or as permitted or contemplated by this Agreement, IGA
will each use its best efforts to:

(i) carry on its business in substantially the same
manner as it has heretofore;

(ii) maintain and keep its properties in states of good
repair and condition as at present, except for depreciation due to
ordinary wear and tear and damage due to casualty;

<PAGE>

(iii) maintain in full force and effect insurance
comparable in amount and in scope of coverage to that now maintained
by it;

(iv) perform in all material respects all of its
obligations under material contracts, leases and instruments
relating to or affecting its assets, properties and business;

(v) maintain and preserve its business organization
intact, to retain its key employees and to maintain its relationship
with its material suppliers and customers; and

(vi) fully comply with and perform in all material
respects all obligations and duties imposed on it by all federal and
state laws and all rules, regulations and orders imposed by federal
or state governmental authorities.

(b) From and after the date of this Agreement until the
Closing Date, neither Champion Ventures nor IGA will, without the
prior consent of the other party:

(i) except as otherwise specifically set forth herein,
make any change in their respective certificates or articles of
incorporation or bylaws;

(ii) declare or pay any dividend on its outstanding
shares of capital stock, except as may otherwise be required by law,
or effect any stock split or otherwise change its capitalization,
except as provided herein;

(iii) enter into or amend any employment, severance or
similar agreements or arrangements with any directors or officers;

(iv) grant, confer or award any options, warrants,
conversion rights or other rights not existing on the date hereof to
acquire any shares of its capital stock; or

(v) purchase or redeem any shares of its capital stock,
except as disclosed herein.

SECTION 4.6 REVERSE SPLITS AND CERTAIN RECAPITALIZATIONS
PROHIBITED. IGA and all other parties to this Agreement expressly
agree that, during the one-year period from the date of this
Agreement (the "Period"), Champion shall not effect any "prohibited
recapitalization," defined as any reverse split or combination of
its common shares, or any reorganization, merger, recapitalization
or other action which has the effect of changing any issued and
outstanding common share of Champion into less than one common
share; provided, that the term "prohibited recapitalization" shall
not include any cancellation, partial cancellation or readjustment
of shares issued by Champion in the normal course of business which
relates only to shares issued after the Closing Date. The IGA
Shareholders expressly agree that, during the Period, they will not
vote for or support any prohibited recapitalization nor grant a
proxy or other voting right to a person other than a Protected
Shareholder to vote at any meeting or act by written consent on a
proposal to effect a prohibited recapitalization, and will
affirmatively oppose any attempt to effect a prohibited
recapitalization during the Period unless approved in a manner
permitted by this Agreement.

SECTION 4.7 RIGHT TO ENFORCE PROVISIONS. The provisions
set forth in Section 4.6 are primarily intended for the protection
and benefit of all persons who hold common shares of Champion
Ventures prior to the Closing and their successors (the "Protected
Shareholders"), all of whom are deemed third party beneficiaries of
Section 4.6; and all parties agree that such provisions and the
duration of the Period are reasonable. Any Protected Shareholder
may bring an injunctive action to prevent a prohibited
recapitalization, an action to force IGA to revoke or rescind a
prohibited recapitalization as if it had never been effected, an
action to recover on any damages suffered as a result of the
prohibited recapitalization, or any one or more of such actions, or
may otherwise judicially enforce such provisions. Any shareholder
prevailing in such an action shall be entitled to reimbursement from
IGA for costs and reasonable attorneys' fees incurred in bringing
such action(s). All parties stipulate and agree that, for purposes
of any action brought by a Protected Shareholder to enjoin or
rescind a prohibited recapitalization, a prohibited recapitalization
would work serious economic harm to the Protected Shareholders.

<PAGE>

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS
OF CHAMPION VENTURES

The obligations of Champion Ventures under this Agreement
are subject to the satisfaction, at or before the Closing Date, of
the following conditions:

SECTION 5.1 ACCURACY OF REPRESENTATIONS. The
representations and warranties made by IGA in this Agreement were
true when made and shall be true at the Closing Date with the same
force and effect as if such representations and warranties were made
at the Closing Date (except for changes therein permitted by this
Agreement), and IGA shall have performed or complied with all
covenants and conditions required by this Agreement to be performed
or complied with by IGA prior to or at the Closing. Champion
Ventures shall be furnished with a certificate, signed by a duly
authorized officer of IGA and dated the Closing Date, to the
foregoing effect.

SECTION 5.2 OFFICER'S CERTIFICATE. Champion Ventures
shall have been furnished with a certificate dated the Closing Date
and signed by a duly authorized officer of IGA to the effect that no
litigation, proceeding, investigation or inquiry is pending or, to
the best knowledge of IGA, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, to the extent not disclosed in
the IGA Due Diligence, by or against IGA which might result in any
material adverse change in any of the assets, properties, business
or operations of IGA.

SECTION 5.3 NO MATERIAL ADVERSE CHANGE. Prior to the
Closing Date, there shall not have occurred any material adverse
change in the financial condition, business or operations of nor
shall any event have occurred which, with the lapse of time or the
giving of notice, may cause or create any material adverse change in
the financial condition, business or operations of IGA.

SECTION 5.4 OTHER ITEMS. Champion Ventures shall have
received such further documents, certificates or instruments
relating to the transactions contemplated hereby as Champion
Ventures may reasonably request.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF IGA

The obligations of IGA under this Agreement are subject to
the satisfaction, at or before the Closing Date (unless otherwise
indicated herein), of the following conditions:

SECTION 6.1 ACCURACY OF REPRESENTATIONS. The
representations and warranties made by Champion Ventures in this
Agreement were true when made and shall be true as of the Closing
Date (except for changes therein permitted by this Agreement) with
the same force and effect as if such representations and warranties
were made at and as of the Closing Date, and Champion Ventures shall
have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by
Champion Ventures prior to or at the Closing. IGA shall have been
furnished with a certificate, signed by a duly authorized executive
officer of Champion Ventures and dated the Closing Date, to the
foregoing effect.

<PAGE>

SECTION 6.2 OFFICER'S CERTIFICATE. IGA shall be furnished
with a certificate dated the Closing Date and signed by a duly
authorized officer of Champion Ventures to the effect that no
litigation, proceeding, investigation or inquiry is pending or, to
the best knowledge of Champion Ventures, threatened, which might
result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not
disclosed in the Champion Ventures Due Diligence, by or against
Champion Ventures which might result in any material adverse change
in any of the assets, properties, business or operations of Champion
Ventures.

SECTION 6.3 NO MATERIAL ADVERSE CHANGE. Prior to the
Closing Date, there shall not have occurred any material adverse
change in the financial condition, business or operations of nor
shall any event have occurred which, with the lapse of time or the
giving of notice, may cause or create any material adverse change in
the financial condition, business or operations of Champion Ventures.

SECTION 6.4 NO LIABILITIES. As of the Closing Date, as
defined herein the Champion Ventures balance sheet and the notes
thereto, shall reflect that Champion Ventures has: (i) no
receivables; (ii) no accounts payable; (iii) except as stated herein
or in the Champion Ventures Due Diligence, no liabilities, whether
absolute, accrued, known or unknown, contingent or otherwise,
whether due or to become due, including, without limitation,
liabilities as guarantor under any guaranty or other governmental
charges. In the event Champion Ventures is bound by or otherwise
liable for any contract, lease or other agreement or any other
liability at the date of Closing, Champion Ventures' existing
"inside" officers and directors shall execute and deliver a binding
Indemnification and Hold Harmless Agreement at Closing relevant to
such obligations.

SECTION 6.5 OTHER ITEMS. IGA shall have received such
further documents, certificates, or instruments relating to the
transactions contemplated hereby as IGA may reasonably request.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 BROKERS AND FINDERS. Except as set forth in
Schedule 7.1, each party hereto hereby represents and warrants that
it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in
the negotiation, execution, or consummation of this Agreement. The
parties each agree to indemnify the other against any claim by any
third person not listed in Schedule 7.1 for any commission,
brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions
of the indemnifying party.

SECTION 7.2 LAW. FORUM AND JURISDICTION. This Agreement
shall be construed and interpreted in accordance with the laws of
the State of California.

SECTION 7.3 NOTICES. Any notices or other communications
required or permitted hereunder shall be sufficiently given if
personally delivered to it or sent by registered mail or certified
mail, postage prepaid, or by prepaid telegram addressed as follows:

<PAGE>

If to Champion Ventures: Champion Ventures, Inc.
c/o Brasher & Company
90 Madison Street, Suite 707
Denver, CO 80206
Attn: John D. Brasher Jr.
Facsimile No.: 303-355-3063

If to IGA: Internet Golf Association, Inc.
24921 Dana Point Harbor Drive, Suite B-200
Dana Point, CA 92629
Attn: Vincent Castagnola
Facsimile No.: 949-493-0651

With copies to: Law Offices of M. Richard Cutler
610 Newport Center Dr., Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile No.: 949-719-1988

or such other addresses as shall be furnished in writing by any
party in the manner for giving notices hereunder, and any such
notice or communication shall be deemed to have been given as of the
date so delivered, mailed, or telegraphed.

SECTION 7.4 ATTORNEYS' FEES. The prevailing party in any
proceeding brought to enforce or interpret any provision of this
Agreement shall be entitled to recover its reasonable attorney's
fees, costs and disbursements incurred in connection with such
proceeding, including but not limited to the costs of experts,
accountants and consultants and all other costs and services
reasonably related to the proceeding, including those incurred in
any bankruptcy or appeal, from the non-prevailing party or parties.

SECTION 7.5 CONFIDENTIALITY. Each party hereto agrees with
the other parties that, unless and until the reorganization
contemplated by this Agreement has been consummated, they and their
representatives will hold in strict confidence all data and
information obtained with respect to another party or any subsidiary
thereof from any representative, officer, director or employee, or
from any books or records or from personal inspection, of such other
party, and shall not use such data or information or disclose the
same to others, except: (i) to the extent such data is a matter of
public knowledge or is required by law to be published; and (ii) to
the extent that such data or information must be used or disclosed
in order to consummate the transactions contemplated by this Agreement.

SECTION 7.6 SCHEDULES; KNOWLEDGE. Each party is presumed to
have full knowledge of all information set forth in the other
party's schedules delivered pursuant to this Agreement.

SECTION 7.7 THIRD PARTY BENEFICIARIES. This contract is
solely between Champion Ventures and IGA and, except for the
Champion Ventures shareholders and the IGA Shareholders or as
otherwise specifically provided herein, no director, officer,
stockholder, employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of
this Agreement.

SECTION 7.8 ENTIRE AGREEMENT. This Agreement represents the
entire agreement between the parties relating to the subject matter
hereof. This Agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof.
There are no other courses of dealing, understandings, agreements,
representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a
written agreement signed by all parties hereto.

<PAGE>

SECTION 7.9 SURVIVAL; TERMINATION. The representations,
warranties and covenants of the respective parties shall survive the
Closing Date and the consummation of the transactions herein
contemplated for three years.

SECTION 7.10 COUNTERPARTS. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original
and all of which taken together shall be but a single instrument.

SECTION 7.11 AMENDMENT OR WAIVER. Every right and remedy
provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be
enforced concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing
Date, this Agreement may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the
time for performance hereof may be extended by a writing signed by
the party or parties for whose benefit the provision is intended.

SECTION 7.12 INCORPORATION OF RECITALS. All of the recitals
hereof are incorporated by this reference and are made a part hereof
as though set forth at length herein.

SECTION 7.13 EXPENSES. Each party herein shall bear all of
their respective costs and expenses incurred in connection with the
negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation therefor.

SECTION 7.14 HEADINGS; CONTEXT. The headings of the sections
and paragraphs contained in this Agreement are for convenience of
reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of this Agreement.

SECTION 7.15 BENEFIT. This Agreement shall be binding upon
and shall insure only to the benefit of the parties hereto, and
their permitted assigns hereunder. This Agreement shall not be
assigned by any party without the prior written consent of the other
party.

SECTION 7.16 PUBLIC ANNOUNCEMENTS. Except as may be
required by law, neither party shall make any public announcement or
filing with respect to the transactions provided for herein without
the prior consent of the other party hereto.

SECTION 7.17 SEVERABILITY. In the event that any particular
provision or provisions of this Agreement or the other agreements
contained herein shall for any reason hereafter be determined to be
unenforceable, or in violation of any law, governmental order or
regulation, such unenforceability or violation shall not affect the
remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties
hereto.

SECTION 7.18 NO STRICT CONSTRUCTION. The language of this
Agreement shall be construed as a whole, according to its fair
meaning and intendment, and not strictly for or against either party
hereto, regardless of who drafted or was principally responsible for
drafting the Agreement or terms or conditions hereof.

SECTION 7.19 EXECUTION KNOWING AND VOLUNTARY. In executing
this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this
Agreement; (b) has been or has had the opportunity to be fully
apprized of its attorneys of the legal effect and meaning of this
document and all terms and conditions hereof; and (c) is executing
this Agreement voluntarily, free from any influence, coercion or
duress of any kind.

<PAGE>

SECTION 7.20 JOINT PREPARATION. This Agreement is to be
deemed to have been prepared jointly by the parties hereto and any
uncertainty or ambiguity existing herein, if any, shall not be
interpreted against any party, but shall be interpreted according to
the application of the rules of interpretation for arm's length
agreements.

SECTION 7.21 ARBITRATION AND VENUE. Except as set forth in
Section 4.8, any controversy arising out of or relating to this
Agreement subsequent to closing or any modification or extension
thereof, including any claim for damages and/or recission, shall be
settled by arbitration in Orange County, California in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association before one arbitrator. The arbitrator sitting in any
such controversy shall have no power to alter or modify any express
provisions of this Agreement or to render any award which by its
terms effects any such alteration, or modification. The parties
consent to the jurisdiction of the Superior Court of California, and
of the United States District Court for the Central District of
California for all purposes in connection with such arbitration
including the entry of judgment on any award. The parties consent
that any process or notice of motion or other application to either
of said courts, and any paper in connection with arbitration, may be
served by certified mail or the equivalent, return receipt
requested, or by personal service or in such manner as may be
permissible under the rules of the applicable court or arbitration
tribunal, provided a reasonable time for appearance is allowed, The
parties further agree that arbitration proceedings must be
instituted within one year after the claimed breach occurred, and
that such failure to institute arbitration proceedings within such
period shall constitute an absolute bar to the institution of any
proceedings and a waiver of all claims. Each of the parties shall,
subject to the award of the arbitrators, pay an equal share of the
arbitrators' fees except the arbitrators shall have the power to
award recovery of all costs (including the attorneys' fees,
administrative fees, arbitrators' fees and court fees) to the
prevailing party, as determined by the arbitrators. This section
shall survive the termination of this Agreement.

<PAGE>

IN WITNESS WHEREOF, the corporate parties hereto have
caused this Agreement to be executed by their respective officers,
hereunto duly authorized, and entered into as of the date first
above written.

CHAMPION VENTURES, INC.

ATTEST:

/s/ Irwin Krushansky By: /s/ John D. Brasher, Jr.
Secretary or President
Assistant Secretary

ATTEST: INTERNET GOLF ASSOCIATION, INC.

/s/ Kirk J. Zamzow By: /s/ Vincent C. Castagnola
Kirk J. Zamzow, Secretary Vincent C. Castagnola, President

IGA SHAREHOLDERS:

/s/ Vincent C. Castagnola
____________________________
Vincent C. Castagnola

/s/ Phillip K. Roberts
____________________________
Phillip K. Roberts

/s/ Kirk J. Zamzow
____________________________
Kirk J. Zamzow

Internet Golf Advertising Corp.

By: /s/ James Wabel
Name: James Wabel
Title: Sec/Treas

<PAGE>

SCHEDULE I

LIST OF IGA SHAREHOLDERS

<PAGE>

List of IGA Shareholders

Name # of IGA Shares # of Champion Ventures
to be Exchanged shares to be Issued

Vincent C. Castagnola 2,100,000 2,130,070
Phillip K. Roberts 1,500,000 1,521,480
Kirk J. Zamzow 1,500,000 1,521,480
Internet Golf Advertising Corp 3,000,000 3,042,960
Bridgewater Capital Corp. 0 253,580
MRC Legal Services Corporation 0 30,430

TOTAL 8,100,000 8,500,000

<PAGE>
EXHIBIT "A"

FORM OF INVESTMENT LETTER

INVESTMENT LETTER

May , 1999

Champion Ventures, Inc.

Gentlemen:

The undersigned herewith deposits certificate(s) for shares of
common stock of Internet Golf Association, Inc., ("IGA"), as
described below (endorsed, or having executed stock powers attached)
in acceptance of and subject to the terms and conditions of that
certain Agreement and Plan of Reorganization (the "Agreement"),
between IGA and Champion Ventures, Inc. ("Champion Ventures" or the
"Company"), dated May 4, 1999, receipt of which is hereby
acknowledged, in exchange for shares of Common Stock of Champion
Ventures (the "Exchange Shares"). If any condition precedent to the
Agreement is not satisfied within the relevant time parameters
established in the Agreement (or any extension thereof), the
certificate(s) are to be returned to the undersigned.

The undersigned hereby represents, warrants, covenants and
agrees with you that, in connection with the undersigned's
acceptance of the Exchange Shares and as of the date of this letter:

1. The undersigned is aware that his, her or its
acceptance of the Exchange Shares is irrevocable, absent an
extension of the Expiration Date of any material change to any of
the terms and conditions of the Agreement.

2. The undersigned warrants full authority to deposit all
shares referred to above and that Champion Ventures will acquire a
good and unencumbered title thereto.

3. The undersigned has full power and authority to enter
into this agreement and that this agreement constitutes a valid and
legally binding obligation of the undersigned.

4. By execution hereof, the undersigned hereby confirms
that the Champion Ventures common stock to be received in exchange
for IGA common stock (the "Securities"), will be acquired for
investment for the undersigned's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part
thereof, and that the undersigned has no present intention of
selling, granting any participation in, or otherwise distributing
the same. By execution hereof, the undersigned further represents
the undersigned does not have any contract, undertaking, agreement
or arrangement with any third party, with respect to any of the
Securities.

<PAGE>

5. The undersigned understands that the Securities are
being issued pursuant to available exemption thereto and have not
been registered under the Securities Act of 1933, as amended (the
"1933 Act"), or under any state securities laws. The undersigned
understands that no registration statement has been filed with the
United States Securities and Exchange Commission nor with any other
regulatory authority and that, as a result, any benefit which might
normally accrue to a holder such as me by an impartial review of
such a registration statement by the Securities and Exchange
Commission or other regulatory authority will not be forthcoming.
The undersigned understands that he/she/it cannot sell the
Securities unless such sale is registered under the 1933 Act and
applicable state securities laws or exemptions from such
registration become available. In this connection the undersigned
understands that the Company has advised the Transfer Agent for the
Common Shares that the Securities are "restricted securities" under
the 1933 Act and that they may not be transferred by the undersigned
to any person without the prior consent of the Company, which
consent of the Company will require an opinion of my counsel to the
effect that, in the event the Securities are not registered under
the 1933 Act, any transfer as may be proposed by the undersigned
must be entitled to an exemption from the registration provisions of
the 1933 Act. To this end, the undersigned acknowledges that a
restrictive legend will be placed upon the certificate representing
the Securities and that the Transfer Agent has been advised of such
facts.

6. The undersigned represents that it is experienced in
evaluation and investing in securities of companies and acknowledges
that he/she/it is able to fend for itself, can bear the economic
risk of this investment and has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of the investment in the Securities.

IN WITNESS WHEREOF, the undersigned has duly executed this
Investment Letter as of the date indicated hereon.

Dated: , 1999

Very truly yours,

____________________________
(signature)

____________________________
(print name in full)

____________________________
( address)

{FILED IN THE STATE OF THE
{SECRETARY OF STATE OF THE
{STATE OF NEVADA
{NOV 30 1970
{JOHN KOONTZ-SECRETARY OF STATE
{/s/ John Koontz
{No. 2923-70

ARTICLES OF INCORPORATION

CHAMPION VENTURES, INC.

The undersigned, natural adult persons, acting as incorporators of a
corporation (hereinafter usually referred to as "the Corporation") pursuant
to the provisions of the Nevada Corporation Act, hereby adopt the following
Article of Incorporation for said Corporation.

ARTICLE I

Name

The name of the Corporation shall be CHAMPION VENTURES, INC.

ARTICLE 11

Duration

The period of duration 3f the Corporation shaII be perpetual.

ARTICLE III

Objects and Purposes

The purposes for which the Corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada
at of the United States and without limiting the generality of the
foregoing, specifically:

1. To engage in exploration for and the development of mineral properties
held by location, patent, contract, deed, lease, or otherwise for its own
account or for the account of others, and to mine there from all and every
type of mineral substance, including oil, gas, and other hydrocarbon
substances.

2. To mill, smelt, retort, or otherwise refine any and all mineral
substances for its own account or to- the account of others.

3. To market any and all mineral substances before or after refinement.

4. To form, promote, and assist, financially or otherwise, corporations,
syndicates, partnerships, companies, and associations of all kinds and to
give any lawful guarantee in connections therewith or otherwise for the
payment of money or for the performance of any

<PAGE>

obligations or undertakings; and to achieve the purposes and to exercise the
power specified herein, either directly or through subsidiary corporations,
syndicates, partnerships, companies, or other assoc ;,it ion s.

5. To acquire, own, hold, develop, maintain, operate, manage, lease, sell,
exchange, convey, mortgage, dispose of, and otherwise deal in property of
every nature and description, both real and personal, whether situated in
the United States or elsewhere, so for as permissible by low; to pay for the
same in cash the stock of this Corporation, bonds, or otherwise; to hold,
exploit, end develop or in any manner to dispose of or assign the whole or
city part of the property so purchased; to Produce, refine, and market any
and all minerals or other products from any such operations.

6. To advance or negotiate the advance of money or interest on securities or
otherwise; to lend money or negotiate loans; to draw, accept, endorse,
discount, buy, sell, and deliver bills of exchange, promissory notes,
bonds, debentures, coupons, and other negotiable instruments and securities;
to issue on commission, subscribe for, take, acquire, and hold, sell,
exchange, and deal in shares, stock, bonds, obligations, and securities of
any government or authority of company.

7. Generally, to carry on and undertake any business, undertaking,
transaction, or operation commonly carried on or undertaken by promotors and
financiers; and to engage in any other business which may seem to the
Corporation capable of being conveniently carried on in connection with the
above or calculated, directly or indirectly, to enhance the value of or
render profitable any of the Corporation's activities or business.

8. To have me or more offices to carry on all or any part of its business
and, without restrictions or limits, to purchase or otherwise acquire and to
own, hold, maintain, work, develop, sell, trade, exchange, convey, mortgage,
lease, or otherwise dispose of, without limit as to amount, and in any part
of the world, any property, real, personal, or mixed, and any interests and
rights, in whole at in part, therein.

9. To apply for, obtain, register, lease, purchase, or otherwise acquire,
hold, use, sell, trade, exchange, assign, mortgage, or otherwise dispose of
trademarks, copyrights, inventions, trade norms, formulae, secret processes,
and all improvements and processes used in connection with or secured under
letters patent of the United States or of other countries or otherwise, and
to grant licenses in respect thereto, and otherwise turn the same to account.

10. To contract with the United States, or any agency thereof, or any of the
states or political subdivisions thereof,

<PAGE>

or with any persons in authority, municipalities, boards, bureaus, or
departments, or any political subdivisions of any state or the United States
or colonies or territories thereof, or any foreign countries, or any
political subdivisions thereof and all corporations, firms, associations,
and individuals in relation to or in connection with any of the objects,
purposes, or business of the Corporation.

11. To act as a dealer for the sale of its own stocks and bonds and to
execute all instruments incident to the above; to enter into underwriting
agreements for the sale at its stocks and bonds or other securities; to make
and enter into options for the sale of its stock, upon such terms and
conditions as are permitted by the laws of the State of Nevada and the
United States.

12. To indemnify officers, directors, and employees against harm or loss
resulting from their actions in their capacities as such.

13. To purchase or otherwise acquire, and to hold, mortgage., pledge, sell,
exchange, or otherwise dispose of securities (which term includes, without
limitation of the generality thereof, any shares of stock, bonds,
debentures, notes, mortgages, or other obligations, and any certificates,
receipts, or other instruments representing rights to receive, purchase, or
subscribe for the some, or representing any other rights or interests
therein or in any property or assets) created or issued by such persons,
firms, associations, corporations, or governments or subdivisions thereof;
to make payment therefor in any lawful manner; and to exercise, as owner or
holder of any securities any and all rights, powers and privileges in
respect thereof.

14. To lend its uninvested funds, from time to time to such extent, to such
persons, firms, associations, corporations, governments, or subdivisions
thereof, and on such security, if any, as Board of Directors of the
Corporation may determine.

15. To endorse or guarantee the payment of principal, interest, or dividends
upon and to guarantee the performance of sinking-fund or other obligations
of any securities, and to guarantee in any way permitted by law the
performance of any of the contracts or other undertakings in which the
Corporation may otherwise be or become interested, of any persons, firm,
association, corporation, government t or subdivision thereof, or of any
other combination, organization, or entity whatsoever.

16. To conduct its business in Nevada, other states, the District of
Columbia, the territories and colonies of the United States, and foreign
countries and territories and colonies thereof and have one or more offices
outside of this state, and to acquire, purchase, hold, mortgage, pledge,
assign, transfer, and convey real and personal property out of Nevada.

17. In furtherance of and not in limitation of the powers conferred by the
laws of We State of Nevada, the Board of Directors is expressly authorized
without the assent or the vote of the stockholders to issue bonds,
debentures, or other obligations of the Corporation, secured or unsecured,

<PAGE>

from time to time, for any of the objects or purposes a (the Corporation and
to include therein such provisions as to redeemability, convertibility into
stock, or otherwise, and to sell or otherwise dispose of any or all of
them, and in such manner and upon such terms as the Board of Directors may
deem proper and as shall be fixed and stated in a resolution or resolutions
adopted by the Board of Directors.

18. To such extent as a corporation organized under the laws of the State of
Nevada may now or thereafter lawfully do, to do, either as principal or
agent and either alone or in connection with other corporations firms, or
individuals, all and everything necessary, suitable, convenient, or proper
for, in connection with, or incident to the accomplishment of any of the
purposes or the attainment of any one or more of the objects herein
enumerated or designed directly or indirectly to promote the interests of
the Corporation or to enhance the value of its properties, and, in
general, to do any and all things and exercise any and all powers, rights,
and privileges with a corporation may now or thereafter be organized to do
or to exercise under the laws of the State of Nevada or under any act
amendatory thereof, supplemental thereto, or substituted therefor.

19. The several clauses contained in this statement of purposes shall be
construed as both purposes and powers, and the statements contained in each
clause shall be in nowise limited or restricted, by reference to or
inference from the terms of any other clause, but shall be regarded as
Independent purposes and powers, and no recitation, expression, or
declaration of specific purposes or special powers herein enumerated shall
be declared that all other lawful powers not inconsistent herewith are
hereby included.

ARTICLE IV

Powers

In furtherance and not in limitation of the powers conferred by law upon
corporations generally, the Corporation shall have the power:

1. To borrow money, to purchase, construct, lease, or otherwise acquire; to
own, hold, use, maintain, operate, or otherwise enjoy, manage, or control;
and to sell, exchange, lease, mortgage, pledge, or otherwise dispose of
property of any kind or character, real, personal or mixed, tangible, or
intangible, necessary, useful, or convenient to the corporation; and to
acquire, hold, mortgage, pledge, or dispose of shares, bonds, or any other
securities of the United States of America or any state or municipality
therein or any domestic or foreign corporation or any other issuer.

2. To contract for, perform, or provide for the performance of services of
any nature which a corporation may lawfully perform.

3. To act as dealer for the sale or to enter into underwriting
agreements with respect to, and to grant options, to contract for the
disposition of or otherwise dispose of the Corporation's stock, bonds,
or other securities.

<PAGE>

4. To indemnify officers, directors, or employees against harm or loss
resulting from or arising out of their actions in the capacities as such.

5. To do everything necessary, proper, advisable, or convenient for the
accomplishment of the Corporation's general purpose and all other things
incidental thereto or connected therewith not then forbidden by any
applicable law or these Articles of Incorporation.

ARTICLE V

Construction

In construing the purposes and powers of the Corporation as set forth in
these Articles of Incorporation:

1. In no instance shall the enumeration of one purpose or power be
construed as implying the exclusion or limitation of any other purpose or
power.

2. All the purposes and powers authorized hereby shall be construed to apply
to localities within or without the United States and generally shall
authorize the conduct of all or any part of the Corporation's business
without Nevada, subject to such limitations as may be imposed from time to
time by the laws of any jurisdiction in which such business is transacted.

ARTICLE VI

Capital Stock

The authorized capital stock of the Corporation shall I consist of
10,000,000 shares of common stock having a par value of one cent ($0.01).

ARTICLE VII

Limitations and Relative Rights of Capital Stock

The limitations and relative rights of shares of common stock described in
ARTICLE VI hereof shall be as follows:

1. All outstanding shares shall share equally in dividends and upon
liquidation. Dividends shall be payable at the discretion of the Board of
Directors of the Corporation at such times and in such amounts as it deems
advisable, subject, however, to the provisions of any applicable law.

2. Each outstanding share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.

<PAGE>

3. Cumulative voting shall not be allowed in the election of directors.

4. No holder of shares of common stock of the Corporation shall be entitled,
as such, to any preemptive or preferential right to subscribe to any
unissued stock or any other securities which the Corporation may now or
hereafter be authorized to issue. The Board of Directors of the Corporation
may, however, in its discretion by resolution, determine that any unissued
securities of the Corporation shall be offered for subscription solely to
the holders of common stock of the Corporation, or solely to the holders of
any class or classes of such stock, in such proportions based on stock
ownership as said board in its discretion may determine.

5. All shares, when issued, shall be fully paid and nonassessable.

6. The Board of Directors may create and issue at any one time, whether or
not in connection with the issuance and sale of any shares of other
securities, rights or options entitling the holders thereof, to purchase
shares of the capital stock of the Corporation. The form of such rights or
options, the terms upon which they shall be issued, the price of the shares
to be purchased upon exercise thereof, and the time of exercise shall be
determined by the Board of Directors; provided, however, that the
consideration to be received for shares other than treasury stock shall be
of a value not less than the par value thereof.

7. The Board of Directors may cause any stock issued by the Corporation to
be issued subject to such lawful restriction, qualifications, limitations,
or special rights as they deem fit; provided, however, that such special
restrictions, qualifications, limitations, or special rights shall be
conspicuously noted in summary form on the certificate evidencing ownership
of such stock.

8. The judgment of the Board of Directors, as to the adequacy of any
consideration received or to be received for any shares, options, or any
other securities which the Corporation at any time may be authorized to
issue or to sell or otherwise to dispose of, shall be conclusive in the
absence of fraud, subject to the provisions of these Articles of
Incorporation and any applicable law.

ARTICLE VIII

Place of Business

The principal office and the principal place of business of the Corporation
initially shall be located in Reno, Nevada. The Board of Directors, however,
from time to time, may establish such other offices, branches, subsidiaries,
or divisions in such other place or places within or without the State of
Nevada as it deems advisable The address of the Corporation's initial
registered office in Nevada for purposes of the Nevada Corporation Act, as
amended shall be:

One East First Street
Reno, Nevada 89501

<PAGE>

The name of the Corporation's initial registered agent at the address of the
aforesaid registered office for purposes of said Act shall be:

The Corporation Trust Company of Nevada

ARTICLE IX

Directors

The affairs of the Corporation shall be governed by a Board of Directors,
who shall be elected in accordance with the By-laws of the Corporation. The
organization and the conduct of the board shall be in accordance with the
following:

1. The names and addresses of the members of the initial Board of
Directors, who shall hold office until the first annual meeting of the
stockholders of the Corporation or until their successors shall have been
elected and qualified, are:

H. A. Hackathorn
230 West 6th Avenue
Denver, Colorado 80204

Dominick McDermott
230 West 6th Avenue
Denver, Colorado 80204

Carolyn Connelly
230 West 6th Avenue
Denver, Colorado 80204

2. Directors of the Corporation need not be residents of Nevada and shall
not be required to own stock of the Corporation.

3. Meetings of the Board of Directors, regular or special, may be held
within or without Nevada upon such notice as may be prescribed by the
By-laws of the Corporation. Attendance of a director at a meeting shall
constitute a waiver by him of notice of such meeting unless he attends only
for the express purpose of objecting to the transaction of any business
thereat on the ground that the meeting is not lawfully called or convened.

4. A majority of :he number of directors at any time constituting the Board
of Directors shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

5. By resolution adopted by a majority of the number of directors at any
time constituting the Board of Directors, The Board of Directors may
designate two or more directors to constitute an Executive Committee, which
shall have and may exercise, to the extent permitted by law or in such
resolution, all the authority of

<PAGE>

the Board of Directors in the management if the Corporation; but the
designation of any such committee and the delegation of authority thereto
shall not operate to relieve the Board of Directors, or any member thereof,
of any responsibility imposed on it or him by law.

6. The number of directors of the Corporation, from time to time, may be
increased or decreased solely by the action of a majority of directors
present at a meeting in which a quorum is present and without the approval
of the stockholders of the Corporation; provided, however, the number of
director! shall not be reduced to less than three (3) nor increased to more
than fifteen (15).

7. Any vacancy in the Board of Directors, however, caused or created,
including those caused by on increase in the number of directors, may be
filled by the affirmative we vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office and until his successor is duly elected and qualified.

ARTICLE X

Officers

The officers of the Corporation shall consist of a President, one or more
Vice Presidents as may be prescribed by the By-laws of the Corporation, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors at such time and in such manner as may be prescribed by the
By-laws of the Corporation. Any two or more offices may be held by the same
person except the offices of President and Secretary.

ARTICLE XI

The initial By-laws of the Corporation shall be adopted by its directors and
thereafter the power to alter, amend, or repeal the By-laws or to adopt new
By-laws shall be vested in the Board of Directors, except as may otherwise
be specifically provided in the initial By-laws.

ARTICLE XII

Meetings of Stockholders

Meetings of the stockholders of the Corporation shall be held at such place
within or without Nevada and of such time as may be prescribed in the
By-laws of the Corporation. Special meetings of the stockholders of the
Corporation may be called by the President of the Corporation, the Board of
Directors, or by the record

<PAGE>

holder or holders of at least ten percent (10%) of all shares entitled to
vote at the meeting. At any meeting of the stockholders, except to the
extent otherwise provided by low, a quorum shall consist of not less than
one-half (1/2) of the shares entitled to vote at the meeting; and, if a
quorum is present, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote thereat shall be the act of
the stockholders unless the vote of a greater number is required by law.

ARTICLE XIII

Obligation of Subscribers and Stockholders

No holder of or subscriber to any of the capital stock of the Corporation
shall be under any obligation to the Corporation or its creditors with
respect to such stock other than the obligation to pay the Corporation the
full consideration for which such stock was issued or is to be issued.

ARTICLE XIV

Transactions with Directors and
Other Interested Parties

No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any
of the directors of the Corporation are pecuniarily or otherwise interested
in, or are directors or officers of, such other corporation. Any director of
the Corporation, individually, or any firm with which such director is
affiliated may be a party to or may be pecuniarily or otherwise interested
in any contract or transaction of the Corporation; provided, however, that
the fact that he or such firm is so interested shall be disclosed or shall
have been known to the Board of Directors of the Corporation, or a
majority thereof, at or before the entering into such contract or
transaction; and any director of the Corporation who is also a director or
officer of such other corporation, or who is so interested, may be counter
in determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize such contract or
transaction and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of
such other corporation or not so interested.

ARTICLE XV

Incorporators

The name and address of each incorporator of the Corporation are as follows:

John G. Herbert
1335 South Hudson
Denver, Colorado 80222

<PAGE>

Mary C. Lewis
25 Ash Street
Denver, Colorado 80220

Samuel E. Wing
4827 Thunderbird
Boulder, Colorado

IN WITNESS WHEREOF, The undersigned incorporators have hereunto

affixed their signatures on the 20th day of November, 1970.

/s/ John G . Herbert

/s/ Mary C. Lewis

/s/ Samuel E. Wing

STATE OF COLORADO )
)ss.
City and County of Denver)

I, Alec J. (Unknown last name), a Notary Public in and for the State of
Colorado, hereby certify that on the 20th day of November, 1970,
personally appeared before me John G. Herbert, Mary C., Lewis, and Samuel
E. Wing, who, being by me first duly sworn, declared that they are the persons
who signed the foregoing Articles of Incorporation as incorporators and that
the statements contained therein are true.

/s/ Alec J. (Unknown last name)
Notary Public

My commission expires December 1, 1971

(Seal)

[FILED
[In the Office of the
[Secretary of State of the
[State of Nevada
[JAN 26 1972
[/s/ John Koontz, Secretary of State
[JOHN KOONTZ

CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF
CHAMPION VENTURES, INC.

Pursuant to the provisions of the Nevada General Corporation Law, Champion
Ventures. Inc. hereby adopts the following Certificate of Amendment to its
Articles of Incorporation:

FIRST: The name of the Corporation is Champion Ventures, Inc.

SECOND: The Articles of Incorporation were amended by the stockholders of
the Corporation on December 11, 1971, in the manner prescribed by the Nevada
General Corporation Law as follows:

ARTICLE VI of the Articles of Incorporation as presently in effect, is
deleted, and the following substituted therefor:

"ARTICLE VI: Capital Stock

The authorized capital stock of the Corporation shall consist of 20,000,000
shares of common stock having a par value of one cent ($0.01)."

THIRD: The number of shares of the Corporation's stock outstanding at the
time of such adoption was 3,066,500 mid the number of shares entitled to
vote thereon was 3,066,500.

FOURTH: The designation of outstanding shares entitled to vote thereon as a
class was as follows:

Class Number of Shares

$0.01 par value common
stock 3.066,500

FIFTH: The number of shares voted for such amendment was 2,321,850, and the
number of shares voted against such amendment was 46,300.

SIXTH: The number of shares of each class entitled to vote thereon voted for
and against such amendment respectively was:

Class Number of Shares Voted
For Against

$0.01 par value common stock 2,321,850 46,300

SEVENTH: The manner in which the amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment in as follows:

The stated capital was increased from $100.000 to $2OO,000 as the

<PAGE>

result of increasing the total number of authorized shares from 10,000,000
to 20,000,000.

CHAMPION VENTURES, INC.

By: /s/ H.A. Hackathorn
President

By: /s/Carolyn Connelly
Assistant Secretary

Dated: December 17, 1971

STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )

Before me, Mary Lue Hanlon, a notary public in and for said county and state
personally appeared H. A. Hackathorn and Carolyn Connelly who acknowledged
before me that they are the President and Assistant Secretary respectively,
of Champion Ventures Inc,. a Nevada corporation, and that they signed the
foregoing Certificate of Amendment of Articles of Incorporation as their
free and voluntary acts and deeds for the uses and purposes therein set forth,
and that the facts contained therein are true.

IN WITNESS WHEREOF, I hereunto set my hand and seal this 17th day of
December, 1971.

/s/Mary Lue Hanoln
Notary Public

My Commission expires May 7, 1972.

[Filing Fee: $150.00
[By: Hopper, Kanouff, Smith
[1610 Wynkoop St. #200
[Denver, CO 80202-1198
[Filed by the office of the
[Secretary of State of the
[State of Nevada
[Jan 30 1989
[/s/unknown

CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CHAMPION VENTURES, INC.

Pursuant to the provisions of the Nevada General Corporation Law, the
undersigned corporation adopts the following Amendment to its Articles of
Incorporation:

FIRST: The name of the corporation is CHAMPION VENTURES, INC.

SECOND: The following Amendment to the Articles of Incorporation was adopted
by the shareholders of the corporation on January 27, 1989, in the manner
prescribed by the Nevada General Corporation Law:

1. Article VI of the Articles of Incorporation as presently in effect is
deleted and the following is substituted therefor:

"ARTICLE VI
CAPITAL STOCK

The authorized capital stock of the corporation shall consist of 100,000,000
shares of common stock having a par value of one cent ($0.01)."

THIRD: The number of shares of the corporation's stock
outstanding at the time of such adoption was 13,094,477 and the
number of shares entitled to vote thereon was 13,094,477. The
number of shares voted for such Amendment was 9,693,039, and the
number of shares voted against such Amendment was 178,918.

Dated: January 27, 1989.

CHAMPION VENTURES, INC.,
a Nevada corporation

By: /s/Beth Hackathorn Gallegos
Beth Hackathorn Gallegos,
President

By: /s/Arthur W. Hackathorn
Arthur W. Hackathorn,
Secretary

<PAGE>

STATE OF COLORADO )
CITY AND ) SS.
COUNTY OF DENVER )

I Thomas S. Smith, a notary public, do hereby certify that on this 27th day
of January, 1989, personally appeared before me Beth Hackathorn Gallegos and
Arthur W. Hackathorn, who, being by so first duly sworn, declared that they
are the President and Secretary, respectively, of Champion Ventures, Inc., a
Nevada corporation, and that they signed the foregoing Certificate of
Amendment to the Articles of Incorporation as their free and voluntary acts
and deeds for the uses and purposes therein set forth, and that the facts
contained therein are true.

IN WITNESS WHEREOF, I hereunto set my hand and seal this 27th day of
January, 1989.

My commission expires: January 13, 1990

/s/ Thomas S. Smith
Notary Public

SEAL

{FILED
{IN THE OFFICE OF
{SECRETARY OF STATE OT THE
{STATE OF NEVADA
{MAY 23, 1997
{No.: C 2923-70
{/s/Dean Heller
{DEAN HELLER, SECRETARY OF STATE

CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CHAMPION VENTURES, INC.

Pursuant to the provisions of the Nevada Revised Statutes CHAMPION
VENTURES, INC,. a Nevada corporation, adopts the following
amendments to its Articles of Incorporation:

1. The undersigned hereby certify that on the 17th day of May,
1997, a Meeting of the Board of Directors was duly held and convened
at which there was present a quorum of the Board of Directors acting
throughout all proceedings and at which time the following
resolution was duly adopted by the Board of Directors:

BE IT RESOLVED: That the Secretary of the corporation is hereby
ordered and directed to obtain the written consent of stockholders
owning at least majority or the voting power of the outstanding stock of
the corporation of the following purpose:

To amend Article One to provide that the Corporation's name be
changed from Champion Ventures, Inc. to Negate Systems, Inc.

To amend Article Three to provide that the corporation shall have
the authority to issue an aggregate of ONE MILLION (1,000,000) shares
of Preferred Stock, par value of $0.10 per share.

2. Pursuant to the provisions of the Nevada Revised Statutes, on
May 17, 1997 a majority of the required quorum of stockholders holding
3,821,190 shares of the 13,094,447 shares outstanding or CHAMPION VENTURES,
INC. gave their written consent by voting 3,807,023 shares FOR the Amendment
to Article One of the Articles or Incorporation so that as amended it should
read as follows:

Article One. The name of the corporation is: Netgate Systems, Inc.

Pursuant to the provisions of the Revised Statutes, on May 17, 1997
a majority or the required quorum of stockholders holding 3,821,190
shares of the 13,094,447 sham outstanding of CHAMPION VENTURES, INC.
gave their written consent by voting 3,810,023 shares for the
Amendment to Article Three of the Articles of Incorporation so that
as amended it should read as follows:

Article Three. The number of shares which the Company is authorized
to issue is ONE HUNDRED MILLION (100,000,000) shares of common stock
with a par value of $0.01 per share and ONE MILLION (1,000,000)
shares of preferred stock with a par value of $0.10 per share.

<PAGE>

The preferred stock may be divided and issued from time to time in
one or more series as may be designated by the Board of Directors of
the Corporation, each such series to be distinctly tided and to
consist of the number of shares designated by the Board. All shares of
any one series of Preferred Stock as designated by the Board shall
be alike in every particular, except that shares of any one series
issued at different times may differ as to the dates from which
dividends thereon, if any shall accrue or be cumulative, or both. The
designations, preferences, qualifications, limitations,
restrictions, and other optional, special, participating or relative
rights, if any, of the Preferred Stock and each series thereof,
which may be designated by the Board, including but without limiting
the generality of the foregoing. shall include the following:

1. The voting rights and powers, if any, of such Preferred
Stock and each series thereof;

2. The rates and times at which, and the terms and conditions on which,
dividends, if any, on each series of Preferred Stock will be paid, and any
dividend preferences or rights of cumulation;

3. The rights, if any, of holders of Preferred Stock, and
each series thereof, to convert the same into, or exchange the
same for, share of other classes or series of classes, of capital stock of
the Corporation and the terms and conditions for such conversion or exchange,
including provisions for adjustments of conversion or exchange prices or rates
in such events as the Board shall determine;

4. The redemption rights, if any, of the Corporation and the holders of the
Preferred Stock and each series thereof and the times at which, and the terms
and conditions on which. Preferred Stock, and each series thereof, may be
redeemed;

5. The rights and preferences, if any, of the holders of Preferred Stock, and
each series thereof, upon the voluntary or in-voluntary liquidation,dissolution
or winding up of the Corporation; and

6. A stated value per share for dividend or conversion purposes.

The purpose of authorizing preferred stock is to broaden the ability
of the Company to use an alternate method of funding projects and
raising working capital. There are no plans at the present time to
issue preferred shares for raising working capital or funding
projects. If the shareholders approve this proposal to authorize
preferred shares, the Board of Directors will have the authority to
issue the preferred shares for the benefit to the Company without
soliciting a vote from the shareholders

<PAGE>

The effects of the issuance of preferred shares on the current
shareholders are minimal. No current plans on the issuance of
preferred stock will result in any change in control of the Company.
Each series of preferred shares will have voting rights which will
be determined by the Board of Directors at the time of issuance,
there arc no anti-takeover provisions. and the Company sees no
threat and: therefore, no reason to implement such provisions at
this time.

IN WITNESS WHEREOF, the undersigned, being the President and
Secretary of CHAMPION VENTURES, INC., a Nevada corporation,
hereunto affix their signatures this 22nd day of May, 1997.

CHAMPION VENTURES, INC.

By: /s/Beth Hackathorn Gallegos, President

By: /s/Art Hackathorn, Secretary

STATE OF COLORADO )
CITY AND )
COUNTY OF DENVER )

On the 22nd day of May 1977, before me, the undersigned, a Notary Public,
personally appeared Beth Hackathorn Gallegos, President and Art
Hackathorn, Secretary of Champion Ventures, Inc., a Nevada Corporation,
known to me to be the persons described in and who executed the foregoing
instrument, and who acknowledged to me that they executed the same freely
and voluntarily and for the uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

NOTARY PUBLIC
/s/ Kathleen J. Gallegos

My Commission Expires: Oct. 22, 1998

KATHLEEN J. GALLEGOS
NOTARY PUBLIC
STATE OF COLORADO

{FILED
{IN THE OFFICE OF THE
{SECRETARY OF STATE OF THE
{STATE OF NEVADA
{NOVEMBER 6, 1997
{C2923-70
{/s/Dean Heller
{DEAN HELLER, SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance ot Steck) Filed by:

Negate Systems. Inc.
Name of Corporation

We the undersigned Beth Hackathorn Gallegos, President or Vice President, and
Arthur Hackathorn, Secretary or Assistant Secretary of Negate Systems, Inc.,
Name of Corporation

do hereby certify:

That the Board of Directors of said corporation at a meeting duly
convened, held on the 18th day of May, 1997, adopted a resolution to amend
the original articles as follows:

Article One is hereby amended to read as follows:
Article One the name of the corporation is: Champion Ventures, Inc.
Article Three is hereby amended to read as follows:

Article Three. The number of shares which the Company is
authorized to issue is ONE HUNDRED MILLION (100,000,000)
shares of common stock with a par value of $0.01 per share.

The number of shares of the corporation outstanding and entitled
to vote on an amendmentto the Articles of Incorporation is 13,094,447;
that the said change(s) and amendment have been consented to and approved
by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.

/s/Beth Hackathorn Gallegos
President or Vice President

/s/Arthur W. Hackathorn
Secretary or Assistant Secretary

State of Colorado )
) ss.
County of Denver )

On 9/29/97, personally appeared before me, a Notary Public,
Beth Hackathorn, Arthur W. Hackathorn, who ackowledged that
they executed the above instrument.

/s/Judith L. Browne

(Notary Stamp or Seal printed)

My Commission expires:
7/2/2001

{Receipt No. FY9800019939}
{JOHNSON, ALLEN, JONES & DORNBL}
{10/07/1997 75.00}
{REC'D BY SH}

(FILED) [Receipt No. FY9800034032]
(In the Office of the) [BRASHER & COMPANY]
(Secretary of State of the) [12/16/1997 135.00]
(State of Nevada) [REC'D BY SH]
(DEC 16, 1997)
(No. Unknown)
(/s/Dean Heller)
(Dean Heller, Secretary of State)

CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
NETGATE SYSTEMS, INC.
(A Nevada Corporation)

NETGATE SYSTEMS, INC., a corporation organized on November 30,1970 and
existing under and by virtue of the General Corporation Law of Nevada, DOES
HEREBY CERTIFY THAT:

A. The name of this corporation is NETGATE SYSTEMS, INC.

B. The Board of Directors of this corporation, by the unanimous written
consent of its members, filed with the minutes of the Board, duly adopted
resolutions setting forth a proposed amendment of the Articles of
Incorporation of the corporation, including a change In the corporate name
back to CHAMPION VENTURES, INC., declaring such amendment to be advisable
and directing that the proposal be placed before the shareholders of the
corporation for consideration thereof. The text of the amendment, consisting
of Articles FIRST through TENTH within quotation marks, Is as follows.

RESOLVED, that the following amendment shall supersede the original Articles
of Incorporation of this corporation and all amendments and supplements
thereto.

"FIRST. The name of this corporation is CHAMPION VENTURES, INC.

SECOND. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Nevada. The Corporation may conduct all or any part of
its business, and may hold, purchase, mortgage, ]case and convey real and
personal property, anywhere in the world. The Corporation shall have
perpetual duration.

(CAPITAL STOCK)

THIRD. The aggregate number of shares of capital stock of all classes which
the Corporation shall have authority to issue is ONE HUNDRED AND FIVE
MILLION (105,000,000), of which ONE HUNDRED MILLION (100,000,000) shares
having a par value of $.001 per share shall be of a class designated "Common
Stock" (or "Common Shares") and FIVE MILLION (5,000,000) shares having a par
value of $.001 per share shall be of a class designated "Preferred Stock"
(or "Preferred Shares"). All shares of the Corporation shall be issued for
such consideration or considerations as the Board of Directors may from time
to time determine. The designations, voting powers, preferences, optional or
other special rights and qualifications, limitations, or restrictions of the
above classes of stock shall be as follows:

1. PREFERRED STOCK

(a) Issuance in Class and Series. Shares of Preferred Stock may be issued in
one or more classes or series at such time or times as the Board of
Directors may determine. All shares of any one series shall be of equal rank
and identical in all respects.

(b) Authority of Board for Issuance. Authority is hereby expressly granted
to the Board of Directors to fix from time to time, by resolution or
resolutions providing for the issuance of any class or series of Preferred
Stock, the designation of such classes and series and the powers,
preferences and rights of the shares of such classes and series, and the
qualifications, limitations or restrictions thereof, including the following:

1. The distinctive designation and number of shares comprising such class or
series, which number may (except where otherwise provided by the Board of
Directors in creating such class or series) be. increased or decreased (but
not below the number of shares then outstanding) from time to time by action
of the Board of Directors;

<PAGE>

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

3. Whether the shares of that class or series shall be redeemable at the
option of the Corporation or of the holder of the shares or of another
person or upon the occurrence of a designated event and, if the terms and
conditions of such redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and different
redemption dates;

4. Whether that class or series shall have a sinking fund for the redemption
or purchase of shares of that class or series and, if so, the terms and
amounts payable into such sinking fund;

5. The rights to which the holders of the shares of that series shall be
entitled in the event of voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, relative rights of
priority; if any of payment of shares of that class or series;

6. Whether the shares of that class or series shall be convertible into or
exchangeable for shares of stock of any class or any other series of
Preferred Stock and, if so, the terms and conditions of such conversion or
exchange, including the method of adjusting the rates of conversion or
exchange in the event of a stock split, stock dividend, combination of
shares or similar event;

7. Whether the issuance of any additional shares of such class or series, or
of any shares of any other class or shall be subject to restrictions as to
issuance, or as to the powers, preferences or rights of any such other class
or series;

8. Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions of such class or series, as the Board of
Directors may deem advisable and as shall not be inconsistent with the
provisions of the Corporation's Charter, as from time to time amended, and
to the full extent now or hereinafter permitted by the laws of Nevada.

1. The holders of Preferred Stock of each class or series, in preference to
the holders of Common Stock, shall be. entitled to receive, as and when
declared by the Board of Directors out of funds legally available therefor,
all dividends, at the rate for such class or series fixed in accordance with
the provisions of this Article THIRD and no more;

2. Dividends may be paid upon, or declared or set aside for, any class or
series of Preferred Stock in preference to the holders of any other class or
series of Preferred Stock in the manner determined by the resolutions of the
Board of Directors authorizing and creating such class or series;

3. So long as any shares of Preferred Stock shall be outstanding, in no
event shall any dividend, whether in cash or in property, be paid or
declared nor shall any distribution be made, on the Common Stock, nor shall
any shares of Common Stock be purchased, redeemed or otherwise acquired for
value by the Corporation, unless all dividends on all cumulative classes and
series Preferred Stock with respect to all past dividend periods, and unless
all dividends on all classes and series of Preferred Stock for the then
current dividend period shall have been paid or declared, and provided for,
and unless the Corporation shall not be in default with respect to any of
its obligations with respect to any sinking fund for any class or series of
Preferred Stock. The foregoing provisions of this subparagraph (3) shall
not, however, apply to any, dividend payable in Common Stock;

<PAGE>

4. No dividend shall be deemed to have accrued on any share of Preferred
Stock of any class or series with respect to any period prior to the date of
the original issue of such share or the dividend payment date immediately
preceding or following such date of original issue, as may be provided in
the resolutions of the Board of Directors creating such class or series.
Preferred Stock shall not be entitled to participate in any dividends
declared and paid on Common Stock, whether payable in cash, stock or
otherwise. Accruals of dividends shall not pay interest.

(d) Dissolution or Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution of assets or winding-up of the Corporation, the
holders of the shares of each class or series of Preferred Stock then
outstanding shall be entitled to receive out of the net assets of the
Corporation, but only in accordance with the preferences, if any, provided
for such series, before any distribution or payment shall be made to the
holders of Common Stock, the amount per share fixed by the resolution or
resolutions of the Board of Directors to be received by the holder of each
such share on such voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up, as the case may be. If such payment
shall have been made in full to the holders of all outstanding Preferred
Stock of all classes and series, or duly provided for, the remaining assets
of the Corporation shall be available for distribution among the holders of
Common Stock as provided in this Article THIRD. If upon any such
liquidation, dissolution, distribution of assets or winding-up, the net
assets of the Corporation available for distribution among the holders of
any one or more classes or series of Preferred Stock which (i) are entitled
to a preference over the holders of Common Stock upon such liquidation,
dissolution, distribution of assets or winding-up, and (ii) rank equally in
connection therewith, shall be insufficient to make payment for the
preferential amount to which the holders of such shares shall be entitled,
then such assets shall be distributed among the holders of each such series
of Preferred Stock ratably according to the respective amounts to which they
would be entitled in respect of the shares held by them upon such
distribution if all amounts payable an or with respect to such shares were
paid in full. Neither the consolidation nor merger of the Corporation, nor
the exchange, sale, lease or conveyance (whether for cash, securities or
other property) of all, substantially all or any part of *its assets, shall
be deemed a liquidation, dissolution, distribution of assets or winding-up
of the Corporation within the meaning of this provision.

(e) Voting Rights. Except to the extent otherwise required by law or
provided in the resolution of the Board of Directors adopted pursuant to
authority granted in this Article THIRD, the shares of Preferred Stock shall
have no voting power with respect to any matter whatsoever. The Board of
Directors may determine whether the shares of any class or series shall have
limited, contingent, full or no voting rights, in addition to the voting
rights provided by law and, if so, the terms of such voting rights. Whenever
holders of Preferred Stock are entitled to vote on a matter, each holder of
record of Preferred Stock shall be entitled to one vote for each share
standing in his name on the books of the Corporation and entitled to vote.

II. COMMON STOCK

(a) Issuance. The Common Stock maybe issued from time to time in one or more
classes or series in any manner permitted by law, as determined by the Board
of Directors and stated in the resolution or resolutions providing for
issuance thereof. Each class or series shall be appropriately designated,
prior to issuance of any shares thereof, by some distinguishing letter,
number or title. All shares of each class or series of Common Stock shall be
alike in every particular and shall be of equal rank and have the same
power, preferences and rights, and shall be subject to the same
qualifications, limitations and restrictions, if any.

(b) Voting Powers. The Common Stock may have such voting powers (full,
limited, contingent or no voting powers), such designations, preferences and
relative, participating, optional or other special rights, and be subject to
such qualifications, limitations and restrictions, as the Board of Directors
shall determine by resolution or resolutions. Unless otherwise resolved by
the Board of Directors at the time of issuing Common Shares, (i) each Common
Share shall be of the same class, without any designation, preference or
relative, participating, optional or other special rights, and subject to no
qualification, limitation or restriction, and (ii) Common Shares shall have
unlimited voting rights, including but not limited to the right to vote in
elections for directors, and each holder of record of Common Shares entitled
to vote shall have one vote for each share of stock standing in his name on
the books of the Corporation and entitled to vote.

<PAGE>

(c) Dividends. After the requirements with respect to preferential
dividends, if any, on Preferred Stock, and after the Corporation shall have
complied with all requirements, if any, with respect to the setting aside of
sums in a sinking fund for the purchase or redemption of shares of any class
or series of Preferred Stock, then and not otherwise, the holders of Common
Stock shall receive, to the extent permitted by law, such dividends as may
be declared from time to time by the Board of Directors.

(d) Dissolution or Liquidation. After distribution in full of the
preferential amount, if any, to be distributed to the hold f Preferred
Stock, in the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation,
the holders of Common Stock shall be entitled to receive all the remaining
assets of the Corporation of whatever kind available for distribution to
shareholders ratably in proportion to the number of shares of Common Stock
respectively held by them.

III. GENERAL MATTERS

(a) Capital. The portion of the consideration received by the Corporation
upon issuance of any of its shares that shall constitute "capital" within
the meaning of the General Corporation Law of Nevada shall be (1) in the
case of par-value shares, the par value thereof, and (2) in the case of
shares without par value, the stated value of such shares as determined by
the Board of Directors at the time of issuance; provided, that if no stated
value is determined at the time that shares without par value arc issued,
the entire consideration to be received for the shares shall constitute
capital.

(b) Fully Paid and Nonassessable. Any and all shares of Common or Preferred
Stock issued by the Corporation for which not less than the portion of the
consideration to be received determined to be "capital" has been paid to the
Corporation, provided the Corporation has received a promissory note or
other binding legal obligation of the purchaser to pay the balance thereof,
shall be deemed fully paid and nonassessable shares.

(c) Amendment of Shareholder Rights. So long as no shares of any class or
series established by resolution of the Board of Directors have been issued,
the voting rights, designations, preferences and relative, optional,
participating or other rights of these shares may be amended by resolution
of the Board of Directors.

(D) Status of Certain Shares. Shares of Preferred or Common Stock which have
redeemed, converted, exchanged, purchased, retired or surrendered to the
Corporation, or which have been reacquired in any other manner, shall have
the status of authorized and unissued shares and may be reissued by the
Board of Directors as shares of the same or any other series, unless
otherwise provided herein or in the resolution authorizing and establishing
the shares.

(e) Denial of Preemptive Rights. No holder of any shares of the Corporation
shall be entitled as a matter of right to subscribe for or purchase any part
of any new or additional issue of stock of any class or of securities
convertible into or exchangeable for stock of any CLASS, WHETHER NOW or
hereafter authorized or whether issued for money, for a consideration other
than money, or by way of dividend.

(f) Convertibility. Common Shares or other shares of any class or series,
and notes, debentures, bonds and other debt instruments issued by the
Corporation or any affiliated company, may be made convertible into or
exchangeable for, at the option of the Corporation or the holder or upon the
occurrence of a specified event, shares of any other class or classes or any
other series of the same or any other class or classes of shares of the
Corporation, at such price or prices or at such rate or rates of exchange
and with such adjustments as shall be set forth in the resolution or
resolutions providing for the issuance of such convertible or exchangeable
shares adopted by the Board of Directors.

(g) Redeemability. Common Shares may be made redeemable at the option of the
Corporation or upon the occurrence of a designated event, if and to the
extent now or subsequently allowed by the General Corporation Law of Nevada,
as such law may subsequently be amended, and the terms and conditions of
redemption, including the date or dates upon or after which they shall be
redeemable, the amount per share payable in case of redemption and any
variance in the amount or

<PAGE>

amounts payable, among other terms, conditions and limitations which may be
imposed, may be fixed and established by the Board of Directors in the
resolution or resolutions authorizing the issuance of redeemable Common Shares.

(VOTING OF SHAREHOLDERS)

FOURTH. The following provisions are hereby adopted for the purpose
of regulating certain matters relating-to the voting of shareholders of the
Corporation:

(a) Definitions. Whenever the term "total voting power" appears in this
Charter, it shall mean all shares of the Corporation entitled to vote at a
meeting or on a question presented for shareholder approval, and of every
class or series of shares entitled to vote by class or series. Whenever the
term "votes cast" appears in this Charter, it shall mean the total number of
voting shares out of the total voting power which were unequivocally voted
in favor of or against a director standing for election or a matter
presented for shareholder approval at a legal meeting which commenced with a
quorum.

(b) Quorum. A majority of the total voting power, or where a separate vote
by class or series is required, a majority of the voting shares of each such
class or series, represented in person or by proxy, shall constitute a
quorum at any meeting of the Corporation's shareholders.

(c) Vote Required. Any action to be taken by the Corporation's
shareholders at any valid meeting which commencedwith a quorum shall require
the affirmative vote only of a majority of the votes cast, except where this
Charter or the Corporation's Bylaws then in effect requires the affirmative
vote of a higher proportion of the votes cast or requires the affirmative
vote of a proportion of the total voting power, and except where (he Nevada
General Corporation Law specifically requires the affirmative vote of a
majority of all the votes entitled to be cast. Directors shall be elected by
plurality vote. Abstentions from voting shall not be considered in the
tallying of votes. Nothing contained in this Article FOURTH shall affect the
voting rights of holders of any class or series of shares entitled to vote
as a class or by series. The Bylaws may provide for the vote necessary at
any adjournment of a duly called meeting for which a quorum was not obtained.

(d) Manner of Voting; Etc. The vote of shareholders may be taken at a
meeting by a show of hands or other method authorized by the. Board of
Directors. Written ballots shall be used only upon authorization of the
Board of Directors or as provided in the Corporation's Bylaws. Cumulative
voting shall not be allowed in the election of directors.

(e) Action Without Meeting. Any action required or permitted to be taken at
a meeting of the shareholders 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 shareholders holding at least a majority of the
voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required.

(f) Shareholder Ratification. Any contract, transaction, or act of the
Corporation or of the directors which shall be ratified by vote of the
shareholders at any annual meeting, or at any special meeting called for
such purpose, or by means of a written consent of shareholders in lieu of a
meeting, shall so far as permitted by law be as valid and as binding as
though ratified by every shareholder of the Corporation.

(CONCERNING SHAREHOLDERS, DIRECTORS AND OFFICERS)

FIFTH. The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation and of the
directors, officers and shareholders:

(a) Number of Directors. The number of Directors shall be as fixed in the
Bylaws. In the absence of such provision in the Bylaws, the Corporation
shall have two (2) Directors. Directors shall be elected by plurality vote
and need not be elected by written ballot, except as provided in the Bylaws.

<PAGE>

(b) Removal of Directors. A director of the Corporation, or the entire Board
of Directors of the Corporation, may be removed by the shareholders, with or
without cause, only upon the affirmative vote of the holders of not less
than twothirds (2/3) of the total voting power, without considering the vote
of the director or directors sought to be removed.

(c) Removal or Officers and Employees. Unless the Bylaws otherwise provide,
any officer or employee of the Corporation may be removed at any time with
or without cause by the Board of Directors or by any committee or superior
officer upon whom such power of removal may be conferred by the Bylaws or by
authority of the Board of Directors, without preju a, however, to existing
contractual rights.

(d) Corporate Opportunities. The officers, directors and other members of
management of the Corporation shall he subject to the doctrine of "corporate
opportunities" only insofar as it applies to any business opportunity (i) of
a type falling within the regular business or operations of the Corporation,
or (ii) in which the Corporation has expressed an interest as determined
from time to time by the Corporation's Board of Directors as evidenced by
resolutions appearing in the Corporation's minutes. All such business
opportunities which come to the attention of- the officers, directors, and
other members of management of the Corporation shall be disclosed promptly
to the Corporation and made available to it. The Board (if Directors may
reject any business opportunity presented to it, and only thereafter may any
officer, director or other member of management avail himself of such
opportunity. The provisions of this paragraph shall not be construed to
release any employee of the Corporation from any fiduciary duties which he
may have to the Corporation.

(BYLAWS)

SIXTH. The initial Bylaws of the Corporation shall be adopted by its Board
of Directors. The power to alter, amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the Board of Directors, subject to the right of
the shareholders to alter, amend or repeal such Bylaws or adopt new Bylaws.
The Bylaws may contain any provisions for the regulation and management of
the affairs of the Corporation not inconsistent with law or this Charter.

(INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS)

SEVENTH. The following provisions arc hereby adopted for the purpose of
defining and regulating certain rights of directors, officers and others in
respect of indemnification and related matters.

(a) Actions, Suites or Proceedings Other Than by or in the Right or the
Corporation. The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding. whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director, officer,
employee or agent of another Corporation of another Corporation, Partnership,
joint venture, trust or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity, against costs, charges,
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom,
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 and, with respect to an
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation or that, with respect to
any criminal proceeding, he had reasonable cause to believe that his conduct
was unlawful.

(b) Actions or Suits by or in the Right or the Corporation. The Corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that be is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other

<PAGE>

enterprise, or by reason of any action alleged to have been taken or omitted
in such capacity, against costs, charges and expenses (including amounts
paid in settlement and attorneys fees) actually and reasonably incurred by
him or on his behalf in connection with the defense or settlement of such
action or suit and any appeal therefrom, 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. No indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom to
be liable to the Corporation or for amounts paid in settlement to the
Corporation unless and only to the extent that the court in which such
action or suit was brought or other court of competent jurisdi ion shall
determine upon application that, despite the adjudication of such liability
but in view of all the circumstances of the such person is fairly and
reasonably entitled to indemnity for such costs, charges and expenses which
the court shall d em proper.

(c) Indemnification for Costs, Charges and Expenses of Successful Party.
Notwithstanding the other provisions of this Article SEVENTH, to the extent
that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections (a) and (b) of this Article SEVENTH, or
in defense of any claim, issue or matter therein, he shall be indemnified
against all costs, charges and expenses (including attorney's fees) actually
and reasonably incurred by him or on his behalf in connection therewith.

(d) Determination of Right to Indemnification. Any indcmnification under
Sections (a) and (b) of this Article SEVENTH (unless ordered by a court)
shall be paid by the Corporation unless a determination is made (i) by a
disinterested majority of the Board of Directors who were not parties to
such action, suit or proceeding, or (ii) if such disinterested majority of
the Board of Directors so directs or cannot be obtained, by independent
legal counsel in a written opinion, or (iii) by the shareholders, that
indemnification of the director or officer is not proper in the
circumstances because he has not met the applicable standard of conduct set
forth in Sections (a) and (b) of this Article SEVENTH.

(e) Advances of Costs, Charges and Expenses. Costs, charges and expenses
(including attorney's fees) incurred by a person referred to in Sections (a)
or (b) of this Article SEVENTH in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding provided, however, that the
payment of such costs, charges and expenses incurred by a director or
officer in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director
or officer) in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by or on behalf
of the director or officer to repay all amounts so advanced in the event
that it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation as authorized in this Article,
accompanied by evidence satisfactory to the Board of Directors of ability to
make such repayment. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the majority of the Directors deems appropriate. The majority of the
Directors may, in the manner set forth above, and upon approval of such
director, officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit
or proceeding.

(f) Procedure for Indemnification. Any indemnification under Sections (a),
(b) and (c), or advance of costs, charges and expenses under Section (e) of
this Article SEVENTH, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. The right to
indemnification or advances as granted by this Article shall be enforceable
by the director or officer in any court of competent jurisdiction if the
Corporation denies such request, in whole or in part, or if no disposition
thereof is made within 60 days. Such person's costs and expenses, incurred
in connection with successfully establishing his right to indcmnirication,
in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses
under Section (e) of this Article SEVENTH where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections (a) or (b) of this Article
SEVENTH, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
its independent legal counsel and its shareholders) to have made a
determination prior to

<PAGE>

the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections (a) or (b) of this Article SEVENTH, nor the
fact that there has been an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

(g) Settlement. If in any action, suit or proceeding, including any appeal,
within the scope of Sections (a) or (b) of the Article SEVENTH, the person
to be indemnified shall have unreasonably failed to enter into a settlement
thereof, then, notwithstanding any other provision hereof, the indemnification
obligation of the Corporation to such person in connection with such action,
suit or proceeding shall not exceed the total of the amount
at which settlement could have been made and the expenses by such person prior
to the time such settlement could reasonably have been effected.

(h) Other Rights. Continuation of Right to Indemnification. The
indemnification provided by this Article shall not be deemed exclusive of
any other rights to which any director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory),
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for
the Corporation, and shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. All rights to
indemnification under this Article shall be deemed to be a contract between
the Corporation and each director or officer of the Corporation who serves
or served in such capacity at any time while this Article SEVENTH is in
effect. Any repeal or modification of this Article SEVENTH or any repeal or
modification of relevant provisions of the General Corporation Law of Nevada
or any other applicable laws shall not in any way diminish any rights to
indemnification of such director, officer, employee or agent or the
obligations of the Corporation arising hereunder. This Article SEVENTH shall
be binding upon any successor corporation to this Corporation, whether by
way of acquisition, merger. consolidation or otherwise.

(i) Exceptions to Indemnification Right. Notwithstanding any other language
in this Charter, the Corporation shall not be obligated pursuant to the
terms of this Charter:

(1) Claims Initiated by Indemnitee. To indemnify or advance expenses to any
person with respect to proceedings or claims initiated or brought
voluntarily by him or her and not by way of defense, expect with respect to
proceedings brought to establish or enforce a right to indemnification under
this Charter or any other statue or law or otherwise as required under the
General Corporation Law of Nevada, but such indemnification or advancement
of expenses may be provided by the Corporation in specific cases if the
Board of Directors rinds it to be appropriate; or

(2) Lack of Good Faith. To indemnify any person for any expenses incurred by
him or her with respect to any proceeding instituted by him or her to
enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by him or her in such
proceeding was not made in good faith or was frivolous;

(3) Insured Claims. To indemnify any person for expenses or liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) which have been
paid directly to him. or her by an insurance carrier under a policy of
officers' and directors' liability insurance maintained by the Corporation.

(4) Claims Under Section 16(b). To indemnify any person for expenses or the
payment of profits arising from the purchase and sale by him or her of
securities in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended, or any similar or successor statute.

(j) Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was or has agreed to become 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

<PAGE>

enterprise against any liability asserted against him and incurred by him or
on his behalf 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 SEVENTH; provided,
however, that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the Directors.

(k) Savings Clause. If this Article SEVENTH or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation (i) shall nevertheless indemnify each director and officer of
the Corporation and (ii) may nevertheless indemnify each employee and agent
of the Corporation, as to any cost, charge and expense (including attorneys
fees), judgment, fine and amount paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this Article SEVENTH
that shall not have been invalidated and to the full extent permitted by
applicable law.

(l) Amendment. No amendment, termination or repeal of this Article SEVENTH
shall affect or impair in any way the rights of any director or officer of
the Corporation to indemnification under the provisions hereof with respect
to any action, suit or proceeding arising out of, or relating to, any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or appeal.

(m) Subsequent Legislation. If the General Corporation Law of Nevada is
amended after adoption of this Charter to further expand the indemnification
permitted to directors, officers, employees or agents of the Corporation,
then the Corporation shall indemnify such persons to the fullest extent
permitted by the General Corporation Law of Nevada, as so amended.

(n) Restriction. Notwithstanding any other provision hereof whatsoever, no
person shall be indemnified under this Article SEVENTH who is adjudged
liable for (i) a breach of duty to the Corporation or its shareholders that
resulted in personal enrichment to which he was not legally entitled, (ii)
intentional fraud or dishonesty or illegal conduct, or (iii) for any other
cause prohibited by applicable state or federal law, unless a court
determines otherwise.

(EXCLUSION OF DIRECTOR LIABILITY)

EIGHTH. As authorized by Section 78.037(1) of the General Corporation Law of
Nevada. no director or officer of the Corporation shall be personally liable
to the Corporation or any shareholder thereof for monetary damages for
breach of his fiduciary duty as a director or officer, except for liability
for (a) any acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (b) any payment of dividends in violation of
Section 78.300 of the General Corporation Law of Nevada, as it now exists or
may hereafter be amended. This Article EIGHTH shall apply to a person who
has ceased to be a director or officer of the Corporation with respect to
any breach of fiduciary duty which occurred when such person was serving as
a director or officer. This Article EIGHTH shall not be construed to limit
or modify in any way any director's or officer's right to indemnification or
other right whatsoever under this Charter, the Corporation's Bylaws or the
General Corporation Law of Nevada.

If the General Corporation Law of Nevada hereafter is amended to authorize
the further elimination or limitation of the liability of directors or
officers generally, then the liability of the Corporation's directors and
officers, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the General
Corporation Law of Nevada as so amended. Any repeal or modification of this
Article EIGHTH by the shareholders shall be prospective only and shall not
adversely affect any limitation on the personal liability of any director or
officer existing at the time of such repeal or modification.

{AMENDMENT}

NINTH. The Corporation reserves the right to amend, restate or repeal any
provision contained in this Charter, in the manner now or hereafter
prescribed by statute, and all rights conferred on shareholders are granted
subject to this reservation.

<PAGE>

(INAPPLICABILITY OF CONTROL SHARE ACQUISITION STATUTE)

TENTH. The Corporation expressly elects not to be governed by Sections
78.378 through 78.3793 of the General Corporation Law of Nevada (concerning
acquisitions of controlling interest in corporations), as it now exists or
may hereafter be amended, or any successor statute. The affirmative vote of
at least a majority of the total voting power shall be required to amend,
repeal or adopt any provision inconsistent with this Article TENTH."

END OF AMENDMENT

C. There are no other amendments to the Articles of Incorporation.

D. Pursuant to resolution of the Company's Board of Directors, the foregoing
Certificate of Amendment was duly approved by affirmative vote of the
holders of 20,000,000 of the 33,094,447 shares of common stock outstanding
and entitled to vote on the proposed amendment, a number sufficient for
approval, all In accordance with the General Corporation Law of Nevada and
the existing Articles of Incorporation and bylaws of the Company.

E. This amendment was duly adopted in accordance with 'he provisions
of Section 78.390 of the General Corporation Law of Nevada.

IN WITNESS WHEREOF, this corporation has caused this Certificate of
Amendment to be signed by its President, and attested by its Secretary, this
15th day of December, 1997.

NETGATE SYSTEMS, INC.

By: /s/John D. Brasher Jr.
President

ATTEST:

By: /s/Irwin Krushansky
Secretary

(Negate Systems, Inc.
(Corporate Seal Nevada

(SEAL)

<PAGE>

ACKNOWLEDGMENTS

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared
JOHN D. BRASHER JR., the President of NETGATE SYSTEMS, INC., who after being
duly sworn declared that he executed the foregoing Certificate of Amendment
as his free act and deed and that the statements therein set forth are true
and correct.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on December 15th,
1997.

/s/Jennifer S. Myers
Notary Public

My Commission Expires October 22, 2001

(SEAL)

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared
IRWIN KRUSHANSKY, the Secretary of NETGATE SYSTEMS, INC., who after being
duly sworn declared that he executed the foregoing Certificate of Amendment
as his free act and deed and that the statements therein set forth are true
and correct.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on December 15th,
1997.

/s/Jennifer S. Myers
Notary Public

My Commission Expires October 22, 2001

(SEAL)

{FILED}
{IN THE OFFICE OF THE}
{SECRETARY OF STATE OF THE}
{STATE OF NEVADA}
{MAY 18, 1999}
{No. C2923-70}
{/s/Dean Heller}
{DEAN HELLER, SECRETARY OF STATE}

CERTIFICATE OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
of
CHAMPION VENTURES, INC.
(A Nevada Corporation)

CHAMPION VENTURES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of Nevada, DOES HEREBY CERTIFY THAT:

A. The shareholders of this Corporation, by unanimous written consent in lieu
of a meeting, duly adopted an amendment to Ankle FIRST of the Corporation's
Certificate of Incorporation of the Corporation in order to change the name
of the Corporation from CHAMPION VENTURES, INC. to INTERNET GOLF
ASSOCIATION, INC.:

"FIRST. The name of this corporation is INTERNET GOLF ASSOCIATION, INC."

B. There we no other amendments to the Certificate of Incorporation.

C. The foregoing Certificate of Amendment was duly approved by affirmative
vote of the holders of a majority of the Corporation's 1,500,000 shares of
common stock outstanding and entitled to vote on the proposed amendment, and
therefore sufficient for approval.

D. This amendment was duly adopted in accordance with the
provisions of Section 78.390 of the General Corporation Law of Nevada.

IN WITNESS WHEREOF, CHAMPION VENTURES, INC. has caused this Certificate of
Amendment to be signed by its President, and attested by its Assistant
Secretary, as of the date below.

DATED: May 12,1998 CHAMPION VENTURES, INC.

By /s/ John D. Brasher Jr.
John D. Brasher Jr., President, Chief Exec. Officer

By /s/Elisabeth M. Crosse
Elisabeth M. Crosse, Asst. Secretary

(Notary Stamp or Seal printed)
(Champion Ventures, Inc.)
(Corporate Seal 1970, Nevada)

<PAGE>

ACKNOWLEDGMENTS

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared
John D. Brasher Jr, the President and Chief Executive Officer of CHAMPION
VENTURES, INC, who after being duly sworn declared that he executed the
foregoing Certificate of Amendment as his free act and deed and that
the statements therein set forth are true and correct.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on May 12, 1999.

/s/ Jennifer S. Myers
NOTARY PUBLIC

My Commission Expires: October 22, 2001

(Jennifer S. Myers
(Notary Stamp or Seal
(State of Colorado

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above jurisdiction, personally came and appeared
ELISABETH M. CROSSE, the Assistant Secretary of CHAMPION VENTURES, INC, who
after being duly sworn declared that she executed the foregoing Certificate
of Amendment as her free act and deed and that the statements therein set
forth are true and correct.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on May 12,1999.

/s/Jennifer S. Myers
NOTARY PUBLIC

My Commission Expires: October 22, 2001

(Jennifer S. Myers)
(Notary Stamp or Seal printed)
(State of Colorado)

(Champion Ventures, Inc.
(Corporate Seal 1970 Nevada)

BYLAWS
of
CHAMPION VENTURES, INC.
(A Nevada Corporation)

ARTICLE I
GENERAL

1.01 Applicability. These Bylaws provide rules for conducting the business
of this corporation (the "Company"). Every shareholder and person who
subsequently becomes a shareholder, the Board of Directors, Committees and
Officers of the Company shall comply with these Bylaws, as amended from time
to time. All bylaws and resolutions heretofore adopted by the Board of
Directors are hereby repealed, to the extent in conflict with the provisions
of these Bylaws.

1.02 Offices. The principal office of the Company shall be selected by the
Board of Directors from time to time and may be within or without the State
of Nevada. The Company may have such other offices, within or without the
State of Nevada, as the Board of Directors may, from time to time,
determine. The registered office of the Company required by the General
Corporation Law of Nevada to be maintained in Nevada may be, but need not
be, identical with the principal office if in Nevada, and the address of the
registered office may be changed from time to time by the Board of Directors.

1.03 Definition of Terms. Terms defined in the Company's Certificate of
Incorporation, as amended and restated from time to time (the "Charter"),
shall have the same meanings when used in these Bylaws.

ARTICLE II
Stock Certificates

2.01 Stock Ceritifcates. The shares of the Company's capital stock shall be
represented by consecutively numbered certificates signed by the President
or a Vice President and the Secretary or Assistant Secretary of the Company,
and sealed with the seal of the Company, or a facsimile thereof. If
certificates are signed by a transfer agent and registrar other than the
Company or an employee thereof, the signatures of the officers of the
Company may be facsimile. In case any officer who has signed (by real or
facsimile signature) a certificate shall have ceased to hold such office
before the certificate is issued, it may be issued by the Company with the
same effect as if he continued to hold such office on the date of issue.
Each certificate representing shares shall state upon the face thereof. (i)
that the Company is organized under the laws of the State of Nevada; (ii)
the name of the person to whom issued; (iii) the number, class and series
(if any) of shares which such certificate represents; and (iv) the par
value, if any, of the shares represented by such certificate, or a statement
that the shares have no par value.

If any class or series of shares is subject to special powers, designations,
preferences or relative, participating or other special rights, then such
(together with all qualifications, limitations or restrictions of such
preferences or rights) shall be set forth in full or summarized on the
certificate representing such class or series. Moreover, each certificate
shall state that the Company will furnish, without charge, to the registered
holder of the shares represented by such certificate who so requests a
statement setting forth such information in full.

Each certificate also shall set forth restrictions upon transfer, if any, or
a reference thereto, as shall be adopted by the Board of Directors or by the
shareholders, or as may be contained in this Article 11. Any shares issued
without registration under the Securities Act of 1933, as amended ("Act"),
shall bear a legend restricting transfer unless such shares are registered
under such act or an exemption from registration is available for a proposed
transfer.

2.02 Consideration for Shares. Shares of the Company shall be issued, and
treasury shares may be disposed of, for such consideration or considerations
as shall be fixed from time to time by the Board of Directors. No shares
shall be issued for less than the par value thereof. The consideration for
the issuance of shares may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor or services actually performed
for the Company, or as permitted in the Charter.

<PAGE>

2.03 Lost Certificates. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, and the Board of Directors when authorizing
such issue of a new certificate or certificates may in its discretion, and
as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates or his legal representative to
advertise the same in such manner as it shall require, and/or furnish to the
Company a bond in such sum as it may direct, as indemnity against any claim
that may be made against the Company. Except as hereinabove in this section
provided, no new certificate or certificates evidencing shares of stock
shall be issued unless and until the old certificate or certificates, in
lieu of which the new certificate or certificates are issued, shall be
surrendered for cancellation.

2.04 Registered Holder as Owner. The Company shall be entitled to treat the
registered holder of any shares of the Company as the owner of such shares,
and shall not be bound to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares, unless and
until such purchaser, assignee, transferee or other person becomes the
registered holder of such shares, whether or not the Company shall have
either actual or constructive notice of the interests of such purchaser,
assignee, or transferee or other person. The purchaser, assignee, or
transferee of any of the shares of the Company shall not be entitled: to
receive notice of the meetings of the shareholders; to vote at such
meetings; to examine a list of the shareholders; to be paid dividends or
other sums payable to shareholders; or to own, enjoy and exercise any other
property or rights deriving from such shares against the Company, until such
purchaser, assignee, or transferee has become the registered holder of such
shares.

2.05 Reversions. Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and the
redemption price of redeemed shares, which are not claimed by the
shareholders entitled thereto within TWO years after the dividend or
redemption price became payable or the shares became issuable, despite
reasonable efforts by the Company to pay the dividend or redemption price or
deliver the certificate(s) for the shares to such shareholders within such
time shall, at the expiration of such time, revert in full ownership to the
Company, and the Company's obligation to pay any such dividend or redemption
price or issue such shares, as the case may be, shall thereupon cease;
provided, that the Board of Directors may at any time and for any reason
satisfactory to it, but need not, authorize (i) payment of the amount of
cash or property dividend or (ii) issuance of any shares, ownership of which
has reverted to the Company pursuant to this Section of Article II, to the
person or entity who or which would be entitled thereto had such reversion
not occurred.

2.06 Returned Certificates. All certificates for shares changed or returned
to the Company for transfer shall be marked by the Secretary "CANCELLED,"
with the date of cancellation, and the transaction shall be immediately
recorded in the certificate book opposite the memorandum of their issue. The
returned certificate may be inserted in the certificate book.

2.07 Transfer of Shares. Upon surrender to the Company or to a transfer
agent of the Company of a certificate of stock endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, and such
documentary stamps as may be required by law, it shall be the duty of the
Company to issue a new certificate, upon payment by the transferee of such
nominal charge therefor as the Company or its transfer agent may impose.
Each such transfer of stock shall be entered on the stock book of the
Company. Respecting any securities issued in reliance upon Rule 903 of
Regulation S under the Act at any time when the Company is not a "reporting
issuer" as defined in Rule 902 of Regulation S, no transfer of such
securities shall be registered unless made in accordance with the provisions
of Regulation S.

2.08 Transfer Agent. The Board of Directors shall have power to appoint one
or more transfer agents and registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such transfer agents
and registrars. Any powers or duties with respect to the transfer and
registration of certificates may be delegated to the transfer agent and
registrar.

<PAGE>

ARTICLE III
Meetings of the Shareholders

3.01 Annual Meeting. The annual meeting of the shareholders shall be held
between the 90th and 180th day after the tax year end, at such date and time
and at such place, within or without the State of Nevada, as is designated
from time to time by the Board of Directors and stated in the notice of the
meeting. At each annual meeting the shareholders shall elect a Board of
Directors in accordance with the Charter and shall transact such other
business as may properly be brought before the meeting.

3.02 Special Meetings. Unless otherwise proscribed by law, the Charter or
these Bylaws, special meetings of the shareholders may be called by the
Chairman of the Board, the President, or a majority of the Board of
Directors, or by persons who as of the date of calling the meeting are the
holders of not less than ten percent (10%) of the total voting power.
Requests for special meetings shall state the purpose or purposes of the
proposed meeting.

3.03 Notice of Meetings. Except as otherwise provided by law, the Charter or
these Bylaws, written notice of any annual or special meeting of the
shareholders shall state the place, date, and time thereof and, in the case
of a special meeting, the purpose or purposes for which the meeting is
called, shall be given to each shareholder of record entitled to vote at
such meeting not fewer than 10 nor more than 60 days prior to the meeting by
any means permitted in Article IX hereof. No business other than that
specified in the notice of a special meeting shall be transacted at any such
special meeting.

3.04 Record Date. In order that the Company may determine shareholders of
record who are entitled (i) to notice of or to vote at any shareholders
meeting or adjournment thereof, (ii) to express written consent to corporate
action in lieu of a meeting, (iii) to receive payment of any dividend or
other distribution, or (iv) to allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock, or in
order that the Company may make a determination of shareholders of record
for any other lawful purpose, the Board of Directors may fix in advance a
date as the record date for any such determination. Such date shall not be
more than 60 days, and in case of a meeting of shareholders, not less than
10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken, and in no event may the
record date precede the date upon which the Directors adopt a resolution
fixing the record date.

If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the meeting is
given (as defined in Article IX hereof) or the date on which the resolution
of the Board of Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of the shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes
a new record date for the adjournment.

3.05 Voting List. At Least 10 days but nor more than 60 days before any
meeting of shareholders, the officer or transfer agent in charge of the
Company's stock transfer books shall prepare a complete alphabetical list of
the shareholders entitled to vote at such meeting, which fist shows the
address of each shareholder and the number of shares registered in his or
her name. The fist so prepared shall be maintained at the corporate offices
of the Company and shall be open to inspection by any shareholder, for any
purpose germane to the meeting, at any time during usual business hours
during a period of no fewer than 10 days prior to the meeting. The list
shall also be produced and kept open at any shareholders meeting and, except
as otherwise provided by law, may be inspected by any shareholder or proxy
of a shareholder who is present in person at the meeting. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine the list of shareholders and to vote at any meeting of
shareholders.

3.06 Quorum; Adjournments. (a) The holders of a majority of the total voting
power at any shareholders meeting present in person or by proxy shall be
necessary to and shall constitute a quorum for the transaction of business
at all shareholders meetings, except as otherwise provided by law or by the
Articles.

<PAGE>

(b) If a quorum is not present in person or by proxy at any shareholders
meeting, a majority of the voting shares present or represented shall have
the power to adjourn the meeting from time to time to the same or another
place within 30 days thereof and no further notice of such adjourned meeting
need be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.

(c) Even if a quorum is present in person or by proxy at any shareholders
meeting, a majority of the voting shares present or represented shall have
the power to adjourn the meeting from time to time, for good cause, without
notice of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken, until a new date which is
not more than 30 days after the date of the original meeting.

(d) Any business which might have been transacted at a shareholders meeting
as originally called may be transacted at any meeting held after adjournment
as provided in this Section 3.06 at which reconvened meeting a quorum is
present in person or by proxy. Anything in paragraph (b) of this Section to
the contrary notwithstanding, if an adjournment is for more than 30 days, or
if after an adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote thereat.

(e) The shareholders present at a duly called meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.

3.07 Proxies. At all meetings of shareholders, a shareholder may vote by
proxy, executed in writing by the shareholder or by his duly authorized
attorney in fact. Any proxyholder shall be authorized to sign, on the
shareholder's behalf, any written consent for shareholder action taken in
lieu of a meeting. Such proxy shall be filed with the Secretary of the
Company before or at the time of the meeting. No proxy shall be valid after
the expiration of six (6) months from the date of its execution, unless
coupled with an interest, or unless the person executing it specifies
therein the length of time for which it is to continue in force, which in no
case shall exceed three (3) years from the date of its execution.

3.08 Voting of Shares. At any shareholders meeting every shareholder having
the right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law, by the Articles or in the Board resolution
authorizing the issuance of shares, each shareholder of record shall be
entitled to one vote (on each matter submitted to a vote) for each share of
capital stock registered in his, her or its name on the Company's books.
Except as otherwise provided by law or by the Articles, all matters
submitted to the shareholders for approval shall be determined by a majority
of the votes cast (not counting abstentions) at a legal meeting commenced
with a quorum.

3.09 Voting of Shares by Certain Holders. Neither treasury shares, nor
shares of its own stock held by the Company in a fiduciary capacity, nor
shares held by another corporation if the majority of the shares entitled to
vote for the election of directors of such other corporation is held by the
Company, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

Shares standing in the name of another corporation, domestic or foreign, may
be voted by such officer, agent, or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.

Shares held by an administrator, executor, personal representative,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of
such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

<PAGE>

3.10 Chairman. The Chairman of the Board of Directors of the Company, if
there is one, or in his absence, the President, shall act as chairman at all
meetings of shareholders.

3.11 Manner of Shareholder Voting. Voting at any shareholders! meeting shall
be oral or by show of hands; provided, however, that voting shall be by
written ballot if such demand is made by any shareholder present in person
or by proxy and entitled to vote.

3.12 Informal Action by Shareholders; Record Date. Any action required or
permitted to be taken at a meeting of the shareholders 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 shareholders holding
at least a majority of the voting power, except that if a different
proportion of voting power is required for such an action at a meeting, then
that proportion of written consents is required. Such a consent must be
filed with the minutes of the proceedings of shareholders and shall have the
same force and effect as a vote of the shareholders, and may be stated as
such in any document filed with the Secretary of State of Nevada under the
General Corporation Law of Nevada. Written notice of such action shall be
given to all shareholders who have not consented in writing to the action
taken. The record date for determining shareholders entitled to consent to
corporate actions in writing without a meeting (the "consent record date")
shall not precede, and shall not be more than ten (10) days after, the date
upon which the resolution fixing the record date was adopted. However, if no
consent record date is fixed, the consent record date shall be,
respectively, (i) if prior action by the Board of Directors is required
under the General Corporation Law of Nevada for the consent to be validly
taken, the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action; and (ii) if prior action by
the Board of Directors is not required, the first date on which a properly
signed and dated consent setting forth the action taken or proposed to be
taken is delivered as required above.

3.13 Presiding Officers; Order of Business. (a) Shareholders, meetings shall
be presided over by the Chairman of the Board; or if the Chairman (and Vice
Chairman) is not present, by the President; or if the President is not
present, by a Vice President; or if a Vice President is not present, by such
person chosen by the Board of Directors; or if none, by a chairperson to be
chosen at the meeting by shareholders present in person or by proxy who own
a majority of the voting power present. The Secretary of a shareholders
meeting shall be the Secretary of the Company; or if the Secretary is not
present, an Assistant Secretary, or if an Assistant Secretary is not
present, such person as may be chosen by the Board of Directors; or if none,
by such person who is chosen by the chairperson at the meeting.

The following order of business, unless otherwise ordered at the
shareholders meeting by the chairperson thereof, shall be observed as far as
practicable and consistent with the purposes of the meeting:

1. Calling of the shareholders' meeting to order.

2. Presentation of proof of mailing of the notice of the meeting
and, if a special meeting, the call thereof.

3. Presentation of proxies.

4. Determination and announcement that a quorum is present.

5. Reading and approval (or waiver thereof) of the minutes of the
previous meeting of shareholders.

6. Reports, if any, of officers.

7. Election of directors, if the meeting is an annual meeting or a
meeting called for such purpose.

8. Consideration of the specific purpose or purposes for which the
meeting has been called, other than election of directors.

9. Transaction of such other business as may properly come before
the meeting.

10. Adjournment.

<PAGE>

3.14 Annual Report. The President of the Company shall prepare an annual
report which will set forth a statement of affairs of the Company as of the
end of its last fiscal year, including a balance sheet, an income statement
and a statement of changes in financial position, which need not be audited,
and present them at the annual meeting of shareholders. Failure to prepare
or present an annual report shall not affect the validity of any shareholder
meeting. No such report need be prepared or presented for any fiscal year in
which the Company was inactive. This Section shall not apply as to any
fiscal year if the Company (i) was at the year end subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
and subsequently furnishes to the shareholders an annual report or report on
Form 10-K under such Act covering such fiscal year, or (ii) furnishes to
shareholders an Information Statement which conforms to the requirements of
Rule 15c2-11 of the Securities and Exchange Commission.

ARTICLE IV
Directors, Powers and Meetings

4.01 General Powers. All corporate powers shall be exercised, and the
Company's business and affairs shall be managed, by or under the authority
of its Board of Directors, except as otherwise provided in the General
Corporation Law of Nevada or the Charter.

4.02 Number, Tenure and Qualifications. The Company's Board of Directors
shall consist of not less than one (1) and not more than seven (7)
Directors, as resolved from time to time by the Board of Directors. If such
number is not so fixed, the Company shall have one Director. Directors shall
be elected at each annual meeting of shareholders, except as otherwise
provided below. Each Director shall hold office until the next annual
meeting of shareholders and thereafter until his successor shall have been
elected and duly qualified. Directors need not be residents of Nevada or
shareholders of the Company. Directors shall be elected by plurality vote.
At least one-fourth in number of the Directors must be elected annually. No
decrease in the number of Directors shall shorten the term of any incumbent
Director.

4.03 Vacancies; Resignation. (a) Any vacancy occurring in the Board of
Directors, except resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by the affirmative vote
of a majority of the entire board or by a majority of the total voting power
at any annual meeting or at a special meeting of shareholders called for
that purpose, or by means of written shareholder consents taken in lieu of a
meeting. Every director chosen to fill a vacancy as provided in this Section
shall hold office until the next annual meeting of shareholders or until his
successor has been elected and qualified.

(b) Any Director may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President or the Secretary of the
Company. Unless otherwise specified in such written notice, a resignation
shall take effect upon delivery to the Board or the designated officer. A
resignation need not be accepted in order for it to be effective.

4.04 Removal of Directors. Any Director may be removed only by the
shareholders in the manner provided in the Company's Charter and, if no such
provision appears therein, then as provided by law. Such action may be taken
at any special meeting called for that purpose or by means of written
shareholder consents. In case any vacancy so created shall not be filled by
the shareholders at such meeting or in the written consent effecting
removal, such vacancy may be filled by a majority of the Board of Directors.

4.05 Place of Meetings. The Board of Directors may hold both regular and
special meetings either within or without the State of Nevada, at such place
as the Board of Directors from time to time deems advisable.

4.06 Regular Meetings. A regular meeting of the Board of Directors shall be
held without other notice than these Bylaws immediately after and at the
same place as the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place for the holding of additional
regular meetings without other notice than such resolution; provided, that
any Director not present when any such resolution is passed is given notice
of the resolution.

<PAGE>

4.07 Special Meetings. A special meeting of the Board of Directors shall be
held without other notice than these Bylaws immediately after and at the
same place as every special meeting of shareholders. Special meetings of the
Board of Directors also may be called by or at the request of the Chairman
of the Board, the President, or any two Directors upon two days' notice to
each director if such notice is delivered personally or sent by telegram, or
upon five days' notice if sent by mail.

4.08 Telephonic Meetings. One or more members of the Board of Directors or
any committee designated by the Board may participate in a meeting of the
Board of Directors or committee by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear one another at the same time. Such participation shall
constitute presence in person at the meeting. All participants in any
meeting of Directors, by virtue of their participation and without further
action on their part, shall be deemed to have consented to the recording of
such meeting by electronic device or otherwise, and to the making of a
written transcript thereof, in order that minutes thereof shall be available
for the Company's records.

4.09 Notice. Except as otherwise provided above, notice of the time, date
and place, of every special meeting of Directors or any committee thereof
shall be given. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose
of objecting 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 Board of Directors
need be specified in the notice or waiver of notice of such meeting.

4.10 Quorum; Adjournments. A majority of the number of directors then in
office, present in person or by means of conference telephone or similar
equipment, shall constitute a quorum for the transaction of business at
every Board meeting, and the act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, except as may otherwise specifically be provided by law, the
Charter or these Bylaws. If a quorum is not present at any Board meeting,
the directors present may adjourn the meeting, from time to time, without
notice other than announcement of the meeting, until a quorum is present.

4.11 Compensation. Directors shall be entitled to such compensation for
their services as directors as from time to time may be fixed by the Board
and shall be entitled to reimbursement of all reasonable expenses incurred
by them in attending Board meetings. A director may waive compensation for
any Board meeting. No director who receives compensation as a director shall
be barred from serving the Company in any other capacity or from receiving
compensation and reimbursement of reasonable expenses for any or all such
other services.

4.12 Presumption of Assent. A Director of the Company who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered or certified mail, first class, postage prepaid,
to the Secretary of the Company, provided such mailing is postmarked within
ten calendar days after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

4.13 Action by Directors Without Meeting. Any action required to be taken at
a meeting of the Directors of the Company or of a committee of Directors or
any action which may be taken at such a meeting, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors entitled to vote with respect to the subject
matter thereof. A consent shall be sufficient for this Section if it is
executed in counterparts, in which event all of such counterparts, when
taken together, shall constitute one and the same consent.

4.14 Bank Accounts, Etc. Anything herein to the contrary notwithstanding,
the Board of Directors may, except as may otherwise be required by law,
authorize any officer or officers, agent or agents, in the name of and on
behalf of the Company, to sip checks, drafts, or other orders for the
payment of money or notes or other evidences of indebtedness, to endorse for
deposit, deposit to the credit of the Company at any bank or trust company
or banking institution in which the Company may maintain an account or to
cash checks, notes, drafts, or other bankable securities or instruments, and
such authority may be general or confined to specific instances, as the
Board of Directors may elect.

<PAGE>

4.15 Inspection of Records. Every Director shall have the absolute right at
any reasonable time to inspect all books, records, documents of every kind,
and the physical properties, of the Company and of its subsidiaries. Such
inspection may be made personally or by an agent and includes the right to
make copies and extracts.

4.16 Executive Committee. (a) The Board of Directors may, by resolution
adopted by a majority of the whole Board, appoint two or more of its members
to constitute an Executive Committee. One of such directors shall be
designated as Chairman of the Executive Committee. Each member of the
Executive Committee shall continue as a member thereof until the expiration
of his term as a director, or until his earlier resignation from the
Executive Committee, in either case unless sooner removed as a director or
member of the Executive Committee by any means authorized by the Charter or
herein.

(b) The Executive Committee shall have and may exercise, to the
extent provided in such resolution and except as prohibited by law, all of
the rights, power and authority of the Board of Directors.

(c) The Executive Committee shall fix its own rules of procedure and shall
meet at such times and at such place or places as may be provided by its
rules. The Chairman of the Executive Committee, or in the absence of the
Chairman, a member of the Executive Committee chosen by a majority of the
members present, shall preside at all meetings of the Executive Committee,
and another member thereof chosen by the Executive Committee shall act as
Secretary. A majority of the Executive Committee shall constitute a quorum
for the transaction of business, and the affirmative vote of a majority of
the members thereof shall be required for any action of the Executive
Committee. The Executive Committee shall keep minutes of its meetings and
deliver such minutes to the Board of Directors.

4.17 Other Committees. The Board of Directors may, by resolution duly
adopted by a majority of directors at a meeting at which a quorum is
present, appoint an audit committee, compensation committee, and such other
committee or committees as it shall deem advisable and with such limited
authority as the Board of Directors shall from time to time determine.

4.18 Other Provisions Regarding Committees. (a) The Board of Directors shall
have the power at any time to fill vacancies in, change the membership of,
or discharge any committee. The members of any committee present at any
meeting of a committee, whether or not they constitute a quorum, may appoint
a director to act in the place of an absent member.

(b) Members of any committee shall be entitled to such compensation for
their services as such as from time to time may be fixed by the Board of
Directors and in any event shall be entitled to reimbursement of all
reasonable expenses incurred in attending committee meetings. Any member of
a committee may waive compensation for any meeting. No member of a committee
who receives compensation as a member of one or more committees shall be
barred from serving the Company in any other capacity or from receiving
compensation and reimbursement of reasonable expenses for any or all such
other services.

(c) Unless otherwise prohibited by law, the provisions above concerning
action by written consent of directors and meetings of directors by
telephonic or similar means shall apply to all committees from time to time
created by the Board of Directors.

ARTICLE V
Officers and Agents

5.01 Positions. The Company's officers generally shall be chosen by the
Board of Directors and shall consist of a Chairman of the Board, a
President, one or more Vice Presidents if desired, a Secretary and a
Treasurer. The Board of Directors may appoint one or more other officers,
assistant officers and agents as it from time to time deems necessary or
appropriate, who shall be chosen in such manner and hold their offices for
such terms and have such authority and duties as from time to time may be
determined by the Board of Directors. The Board may delegate to the Chairman
of the Board the authority to appoint any officer or agent of the Company
and to fill a vacancy other than the Chairman of the Board or President. Any
two or more offices may be held by the same person, except that no person
may simultaneously hold the offices of President and Secretary and of
President and Vice President. In all cases where the

<PAGE>

duties of any officer, agent or employee are not prescribed by these bylaws
or by the Board of Directors, such officer, agent or employee shall follow
the orders and instructions of the President.

5.02 Term of Office; Removal. Each officer of the Company shall hold office
at the pleasure of the Board and any officer may be removed, with or without
cause, at any time by the affirmative vote of a majority of the directors
then in office; provided, that any officer appointed by the Chairman of the
Board pursuant to authority delegated by the Board may be removed, with or
without cause, at any time by the Chairman whenever the Chairman in his or
her absolute discretion shall consider that the Company's best interests
shall be served by such removal. Removal of an officer by the Board (or the
Chairman, as the case may be) shall not prejudice the contract rights, if
any, of the person so removed. Election or appointment of an officer or
agent shall not in itself create contract rights.

5.03 Vacancies. A vacancy in any office, however occurring, may be filled by
the Board or the Executive Committee, for the unexpired portion of the term
by majority vote of its members, or by the Chairman of the Board in the case
of a vacancy occurring in an office to which the Chairman has been delegated
authority to make appointments.

5.04 Compensation. The salaries of all officers of the Company shall be
fixed from time to time by the Board, and no officer shall be prevented from
receiving a salary by reason of the fact that he also receives compensation
from the Company in any other capacity.

5.05 Chairman of the Board. The Chairman of the Board ("Chairman"), if such
officer shall be chosen by the Board of Directors, shall preside at all
meetings of the Board of Directors and meetings of shareholders at which he
is present and shall exercise general supervision and direction over the
implementation of Board policy affecting the affairs of the Company. Any act
which may be performed by the Chief Executive Officer or President may be
performed by the Chairman.

5.06 Chief Executive Officer, Chief Operating Officer. The Chairman of the
Board shall, unless the Board determines otherwise, serve as the Chief
Executive Officer ("CEO') of the Company. If the Chairman is not designated
the CEO, then the President shall serve as CEO. The Board may, from time to
time, designate from among the executive officers of the Company an officer
to serve as Chief Operating Officer ("COO') of the Company. If the Chairman
serves as the CEO, then the President shall serve as COO. If the President
is designated CEO, then the Executive Vice President (or if there is none,
then the next most senior Vice President) shall serve as COO. A person
designated to serve in the capacity of CEO or COO shall serve at the
pleasure of the Board.

A person designated Chief Executive Officer (CEO) shall have primary
responsibility for and active charge of the management and supervision of
the Company's business and affairs. The CEO may execute in the name of the
Company authorized corporate obligations and other instruments, shall
perform such other duties as may be prescribed by the Board (or Chairman, as
the case may be) from time to time and, in the absence or disability of the
President, shall exercise all of the duties and powers of the President. In
the event that the President is not the CEO, then the CEO shall supervise
the performance of the President and shall be responsible for the execution
of the policies and directives of THE BOARD. The CEO shall report directly
to the Board. The CEO shall perform such other duties as may be assigned by
the Board (or Chairman, as the case may be). The CEO may perform any act
which might be performed by the President.

A person designated Chief Operating Officer (COO) shall be responsible for
the day-to-day management of the Company's operations, subject to the
authority of the CEO. The COO shall report directly to the CEO of the
Company and shall consult with the CEO on all matters of corporate policy
and material business activities of the Company. The COO shall perform such
other duties as may be assigned by the Board or the CEO.

5.07 President. The President shall have general active management of the
business of the Company, subject to the authority of the Chief Executive
Officer if the President is not designated as such, and general supervision
of its officers, agents and employees. In the absence of the Chairman and
Chief Executive Officer, he shall preside at all meetings of the
shareholders and of the Board. In the absence of a designated Chief
Executive Officer he shall see that all policies and directives of the Board
are carried into effect.

<PAGE>

He shall, unless otherwise directed by the Board of Directors, attend in
person or by substitute appointed by him, or shall execute in behalf of the
Company written instruments appointing a proxy or proxies to represent the
Company, at all meetings of the stockholders of any other company in which
the Company shall hold any stock. He may, on behalf of the Company, in
person or by substitute or by proxy, execute written waivers of notice and
consents with respect to any such meetings. At all such meetings and
otherwise, the President, in person or by substitute or proxy as aforesaid,
may vote the stock so held by the Company and may execute written consent
and other instruments and power incident to the ownership of said stock,
subject however to the instructions, if any, of the Chairman or the Board of
Directors. The President shall have custody of the Treasurer's bond, if any.

5.08 Executive Vice President. The Executive Vice President shall assist the
President in the discharge of supervisory, managerial and executive duties
and functions. In the absence of the President or in the event of his death,
or inability or refusal to act, the Executive Vice President shall perform
the duties of the President and when so acting shall have the duties and
powers of the President. He shall perform such other duties as from time to
time may be assigned to him by the President, Chairman or Board of directors.

5.08 Vice Presidents. The Vice Presidents, if any, shall assist the
President and Executive Vice President and shall perform such duties as may
be prescribed by the Board, the Chairman or the President. Vice Presidents
in the order of their seniority shall, in the absence or disability of the
Chairman and President, exercise all of the duties and powers of such
officers. The Executive Vice President, if any, shall be the most senior of
Vice Presidents, and the Senior Vice President, if any, shall be the next
most senior of Vice Presidents. In regard to other Vice Presidents, they
shall have the respective ranks designated by the Board of Directors, or if
none has been so designated, as designated by the Chairman, or if none has
been so designated by the Chairman, they shall rank in the order of their
respective elections to such office. The execution of any instrument on the
Company's behalf by a Vice President shall be conclusive evidence, as to
third parties, of his authority to act in the stead of the President and
Executive Vice President.

5.09 Secretary. The Secretary shall: (i) keep the minutes of the proceedings
of the shareholders and the Board of Directors and record all votes and
proceedings thereof in a book kept for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (iii) be custodian of the corporate records and of the
seal of the Company and affix the seal to all documents when authorized by
the Board of Directors; (iv) keep at its registered office or principal
place of business within or outside Delaware a record containing the names
and addresses of all shareholders and the number and class of shares held by
each, unless such a record shall be kept at the office of the Company's
transfer agent or registrar; (v) sign with the President, or a Vice
President, certificates for shares of the Company, the issuance of which
shall have been authorized by resolution of the Board of Directors; (vi)
have general charge of the stock transfer books of the Company, unless the
Company has a transfer agent; and (vii) in general, perform all duties
incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the President or the Board of Directors. The
Board of Directors may give general authority to officers other than the
Secretary or any Assistant Secretary to affix the Company's seal and to
attest the fixing thereof by his or her signature.

5.10 Assistant Secretary. The Assistant Secretary, if any (or if there is
more than one, the Assistant Secretaries in the order designated, or in the
absence of any designation, in the order of their appointment), in the
absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary. The Assistant Secretary(ies) shall
perform such other duties and have such other powers as from time to time
may be prescribed by the Board, the Chairman or the Chief Executive Officer.
The Chairman may appoint one or more Assistant Secretary(ies) to office.

5.11 Treasurer. The Treasurer shall, unless the Board otherwise resolves, be
the principal financial officer and principal accounting officer of the
Company and shall have the care and custody of all funds, securities,
evidence of indebtedness and other valuable effects of the Company, shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all money and other valuable
effects of the Company in the name and to the credit of the Company in such
depositories as from time to time may be designated by the Board. The
Treasurer shall disburse the funds of the Company in such manner as may be
ordered by the Board from time to time and shall render to the Chairman of
the Board, the President and the Board, at regular Board meetings or
whenever any of them may so require, an account of all transactions and of
the Company's financial condition.

<PAGE>

5.12 Assistant Treasurer. The Assistant Treasurer, if any (or if there is
more than one, the Assistant Treasurers in the order designated, or in the
absence of any designation, in the order of their appointment), in the
absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer. The Assistant Treasurer(s) shall
perform such other duties and have such other powers as from time to time
may be prescribed by the Board, the Chairman or the Chief Executive Officer.
The Chairman may appoint one or more Assistant Treasurer(s) to office.

5.13 Resignations. Any officer may resign at any time by giving written
notice to the Board or to the Chairman. Such resignation shall take effect
at the time specified therein and, unless specified therein, no acceptance
of the resignation shall be required for the resignation to be effective.

5.14 Delegation of Duties. In the event of the absence or disability of any
officer of the Company, or for any other reason the Board shall deem
sufficient, the Board may temporarily designate the powers and duties, or
particular powers and duties, of such officer to any other officer, or to
any director.

5.13 Fidelity Bonds. The Board of Directors shall have the power, to the
extent permitted by law, to require any officer, agent or employee of the
Company to give bond for the faithful discharge of his duties in such form
and with such surety or sureties as the Board deems advisable.

ARTICLE VI
Indemnification

Every Director, officer, employee and agent of the Company, and every person
serving at the Company's request as a director, officer (or in a position
functionally equivalent to that of officer or director), employee or agent
of another corporation, partnership, joint venture, trust or other entity,
shall be indemnified to the extent and in the manner provided by the
Company's Charter, as it may be amended, and in the absence of any such
provision therein, in accordance with Nevada law.

ARTICLE III
Eecution of Instruments and Deposit of Corporate Funds

7.01 Execution of Instruments Generally. The Chairman of the Board, the
President, any Vice President, the Secretary or the Treasurer, subject to
the approval of the Board of Directors, may enter into any contract or
execute and deliver any instrument in the name and on behalf of the Company.
The Board of Directors may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Company, and such authorization may be general
or confined to specific instances.

7.01 Borrowing. Unless and except as authorized by the Board of Directors,
no loans or advances shall be obtained or contracted for, by or on behalf of
the Company, and no negotiable paper shall be issued in its name. Such
authorization may be general or confined to specific instances. Any officer
or agent of the Company thereunto so authorized may attain loans and
advances for the Company and for such loans and advances may make, execute
and deliver any promissory notes, bonds, or other evidences of indebtedness
of the Company. Any officer or agent of the Company so authorized may
pledge, hypothecate or transfer as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Company, any and all
stocks, bonds other securities and other personal property at any time held
by the Company, and to that end may endorse, assign and deliver the same and
do every act and thing necessary or proper in connection therewith.

7.03 Deposits. All funds of the Company not otherwise employed shall be
deposited from time to time to its credit in such banks or trust companies
or with such bankers or other depositaries as the Board of Directors may
select, or as may be selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors. Endorsements for deposit to
the credit of the Company in any of its duly authorized depositaries shall
be made in such manner as the Board of Directors from time to time may
determine.

7.04 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money, and all notes or other evidence of indebtedness issued in the name
of the Company, shall be signed by such officer or officers or agent or
agents of the Company and in such manner as the Board of Directors from time
to time may determine.

<PAGE>

7.05 Proxies. Proxies to vote with respect to shares of stock of other
corporations owned by, or standing in the name of, the Company may be
executed and delivered from time to time on behalf of the Company by the
Chairman of the Board, the President or any Vice President or by any other
person or persons thereunto authorized by the Board of Directors.

ARTICLE VIII
Miscellaneous

8.01 Declaration of Dividends. The Board of Directors at any regular or
special meeting may declare dividends payable, whenever in the exercise of
its discretion it may deem such declaration advisable and such is permitted
by law. Such dividends way be paid in cash, property, or shares of the Company.

8.02 Benefit Plans. Directors shall have the power to install and authorize
any pension, profit sharing, stock option, stock award or stock bonus,
insurance, welfare, educational, bonus, health and accident or other benefit
program which the Board deems to be in the interest of the Company, at the
expense of the Company, and to amend or revoke any plan so adopted. Any such
plan may adopted and have full force and effect by resolution of the Board
of Directors, except where applicable laws, rules or regulations require
prior approval of the Company's shareholders of such plan in order for the
plan to be valid.

8.03 Seal. The corporate seal of the Company shall be circular in form and
shall contain the name of the Company, the year incorporated and the words
"Seal" and "Nevada".

8.04 Fiscal Year. The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Company. Any such adoption
of or change in a fiscal year shall not constitute or require an amendment
to these Bylaws.

8.05 Amendment of Bylaws. These Bylaws may be amended or repealed in the
manner provided for in the Charter, or if none is there provided: by
majority vote of the Board of Directors, taken at any meeting or by written
consent, subject to the shareholders' right to change or repeal any Bylaws
so made or adopt new Bylaws by vote of at least a majority of the total
voting power. Bylaws amendments may be proposed by any Director or
shareholder. Any action duly taken by the Board or the shareholders which
conflicts or is inconsistent with these Bylaws (as they may be amended)
shall constitute an amendment of the Bylaws, if the action was taken by such
number of directors or shares voting as would be sufficient for amendment of
the Bylaws.

8.06 Gender. The masculine gender is used in these Bylaws as a matter of
convenience only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

8.07 Conflicts. In the event of any irreconcilable conflict between these
Bylaws and either the Company's Charter or applicable law, the latter shall
control.

8.08 Definitions. Except as these Bylaws otherwise specifically provide, all
terms used in these Bylaws shall have the definitions given them in the
Company's Charter or the Nevada General Corporation Law.

ARTICLE IX
Notices

9.01 Receipt of Notices by the Company. Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to
have been received by the Company when they are actually received: (i) at
the registered office of the Company in Nevada; (ii) at the principal office
of the Company (as designated in the most recent document filed by the
Company with the Nevada Secretary of State designating a principal office)
addressed to the attention of the Secretary of the Company-, (iii) by the
Secretary of the Company wherever the Secretary may be found; or (iv) by any
other person authorized from time to time by the Board of Directors or the
President to receive such writings, wherever such person is found.

<PAGE>

9.02 Giving of Notice. Except as otherwise provided by the General
Corporation Law of Nevada, these Bylaws, the Charter or resolution of the
Board of Directors, every meeting notice or other notice, demand, bill,
statement or other communication (collectively, "Notice') from the Company
to a Director, Officer or shareholder shall be duly given if it is written
or printed and is (i) sent by first class or express mail, postage prepaid,
(ii) sent by any commercial overnight air courier service, such as DHL,
Federal Express, Emery, Airborne, UPS or similar service, (iii) sent by
telegraph, cablegram, telex, telecopier, facsimile or similar transmission,
(iv) delivered by any commercial messenger service which regularly retains
its receipts, or (v) personally delivered, provided a receipt is obtained
reflecting the date of delivery. Notice shall not be duly given unless all
delivery or postage charges are prepaid. Notice shall be given to an
addressee's most recent address as it appears on the Company's records or to
such other address as has been provided in writing to the Secretary. A
Notice shall be deemed "given" when dispatched for delivery, when personally
delivered, when transmitted electronically, or if mailed, on the date
postmarked. This Section shall not have the effect of shortening any notice
period provided for in these Bylaws.

9.03 Waiver of Notice. Any Notice required or permitted by the General
Corporation Law of Nevada, the Charter or these Bylaws may be waived in
writing at any time by the person entitled to the Notice, and such waiver
shall be equivalent to the giving of notice. Notice of any shareholders'
meeting shall be waived by attendance, in person or by proxy, at the
meeting, unless any question of lack of or defect in a Notice is raised
prior to conclusion of the meeting. A waiver of Notice of a special meeting
of shareholders shall state the purpose for which the meeting was called or
the business to be transacted thereat.

APPROVED AND ADOPTED by the Board of Directors as of November 21, 1997.

SECRETARY'S CERTIFICATION

I, the undersigned Secretary of this corporation, hereby certify that the
foregoing Bylaws were duly adopted by its Board of Directors on the date
above indicated and that the foregoing text of the Bylaws are currently in
full force and effect and have not been revoked, suspended or amended since
adoption thereof.

Dated: November 21, 1997

NETGATE SYSTEMS, INC.

By: /s/unknown
Secretary

(Netgate Systems, Inc
(Corporate Seal
(Nevada

SEAL

Law offices of
M. RICHARD CUTLER, ESQ.
610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(949) 719-1977
FAX: (949) 719-1988

M. Richard Cutler, Esq.
Brian A. Lebrecht, Esq.
Vi Bui, Esq.

September 2, 1999

Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

Re: Internet Golf Association, Inc.

Ladies and Gentlemen:

This office represents Internet Golf Association, Inc., a
Nevada corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form SB-2 under the
Securities Act of 1933 (the "Registration Statement"), which relates
to the issuance and sale of (i) 600,000 shares of common stock for
sale to the public (the "Public Shares"), (ii) up to an additional
175.500 shares of common stock issuable upon the conversion of the
Series 1999-A Eight Percent Convertible Note (the "Conversion
Shares"), (iii) up to 28,070 shares of common issuable in
satisfaction of interest due under the Notes (the "Interest
Shares"), (iv) up to 125,000 shares of common stock issuable upon
the exercise of warrants issued to the Note holder (the "Noteholder
Warrant Shares"), (v) up to 600,000 shares issuable upon the
exercise of warrants issued to consultants of the Registrant (the
"Warrant Shares"), (vi) 280,430 shares of common stock issued to the
Registrant's consultants and legal counsel (the "Issued Shares"),
and (vii) up to 1,000,000 shares of common stock issuable upon
exercise of options granted under the Registrant's Employee Stock
Option Plan (the "Plan Shares"). For purposes hereinafter, the
Public Shares, Conversion Shares, Interest Shares, Noteholder
Warrant Shares, Warrant Shares, Issued Shares and Plan Shares,
together with the components of each of the foregoing, are
collectively referred to as the "Registered Securities." In
connection with our representation, we have examined such documents
and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.

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

We acknowledge that we are referred to under the heading
"Legal Matters" in the Prospectus which is a part of the
Registrant's Form SB-2 Registration Statement relating to the
Registered Securities, and we hereby consent to such use of our name
in such Registration Statement and to the filing of this opinion as
Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.

/s/ Cutler Law Group

CUTLER LAW GROUP

EXHIBIT A
NETGATE SYSTEMS, INC.

1997 COMPENSATORY STOCK OPTION PLAN

1. Purpose of this Plan.

This Compensatory Stock Option Plan ("Plan") is intended as an employment
incentive, to aid in attracting and retaining in the employ or service of
NETGATE SYSTEMS, INC. ("Company"), a Nevada corporation, and any Affiliated
Company, persons of experience and ability and whose services are considered
valuable, to encourage the sense of proprietorship in such persons, and to
stimulate the active interest of such persons in the development and success
of the Company. This Plan provides for the issuance of non-statutory stock
options ("CSOs" or "Options") which are not intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code"). Certain other terms also are
defined in Paragraph 17 and elsewhere of this Plan.

2. Administration of this Plan.

The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee ("Committee") of the
Board which shall consist of at least two members of the Board who are
Non-Employee Directors as defined in Rule 16b-3 under the Securities
Exchange Act of 1934, as amended ("Exchange Act"). At any time that the
Committee is not duly constituted, the Board itself shall have and fulfill
the duties herein allocated to the Committee. The Committee shall have full
power and authority to designate Plan participants, to determine the
provisions and terms of respective CSOs (which need not be identical as to
number of shares covered by any CSO, the method of exercise as related to
exercise in whole or in installments, or otherwise), including the CSO
price, and to interpret the provisions and supervise the administration of
this Plan. The Committee may in its discretion provide that certain CSOs not
vest (that is, become exercisable) until expiration of a certain period
after issuance or until other conditions are satisfied, so long as not
contrary to this Plan.

A majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plans
provisions shall be made by a majority of its members. Any decision reduced
to writing and signed by all of the members shall be fully effective as if
it had been made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its meetings at
such times and places as it deems advisable. Each Option shall be evidenced
by a written agreement containing terms and conditions established by the
Committee consistent with the provisions of this Plan.

3. Designation of Participants.

Only Employees shall be eligible for participation in this Plan. The
Committee shall have full power to designate, from among eligible
individuals, the persons to whom CSOs may be granted. A person who has been
granted a CSO hereunder may be granted an additional CSO or CSOs, if the
Committee shall so determine. Persons eligible under this Plan additionally
may be granted one or more options under any other compensation or stock
option plan or awarded shares under any other benefit plan of the Company.
No Option shall confer any right upon the Optionee with respect to the
continuation of his employment (or his position as an officer, director,
employee or consultant) with the Company or any Affiliated Company, and
shall not interfere with the right of the Company or any Affiliated Company
to terminate such relationship(s) at any time in accordance with law and any
agreements then in force.

<PAGE>

4. Stock Reserved for this Plan.

Subject to adjustment as provided in Paragraph 9 below, a total of 1,000,000
shares of Common Stock of the Company ("Option Stock" or "Option Shares')
shall be subject to this Plan. The Option Stock subject to this Plan shall
consist of unissued shares of Common Stock or previously issued shares of
Common Stock reacquired and held by the Company or any Affiliated Company,
and such number of Option Shares shall be and is hereby reserved for sale
for such purpose. Any Option Shares which may remain unsold and which are
not subject to outstanding CSOs at the termination of this Plan shall cease
to be reserved for the purpose of this Plan, but until termination of this
Plan the Company shall at all times reserve a sufficient number of shares to
meet the requirements of this Plan. Should any CSO expire or be cancelled
prior to its exercise in full the unexercised Option Shares theretofore
subject to such CSO may again be subjected to a CSO under this Plan.

5. Option Exercise Price.

The purchase (exercise) price of each share of Option Stock made subject to
an Option shall not be less than eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock on the date the Option is granted.
For purposes of THIS Plan, the "Fair Market Value" of a share of the
Company's Common Stock as of a given date shall be: (i) the closing price of
a share of the Company's Common Stock on the principal exchange, NASDAQ
system, NASDAQ Small Cap Market, or other quotation medium, on which shares
of the Company's Common Stock are then trading or quoted, or (ii) if the
Company's Common Stock is not publicly traded, the fair market value
established by the Committee acting in good faith. The cash proceeds from
the sale of Option Stock are to be added to the general funds of the Company.

6. Exercise Period; Vesting. (a) An Option shall have a term of not more
than ten (10) years from the date of grant and shall automatically terminate:

(i) Upon termination of the Optionee's employment with the
Company for cause;

(ii) At the expiration of a period to be determined by the
Committee at the time of grant which is not to exceed six (6) months
following the date of termination of the Optionee's employment
with the Company without cause for any reason other than death; provided,
that if no such period is specified in the Option, the Option shall
automatically terminate thirty (30) days following termination of Optionee's
employment; provided, further, that if the Optionee dies within such period,
subclause (iii) below shall apply; or

(iii) At the expiration of twelve (12) months after the date of
death of the Optionee; provided, that the Committee may in its discretion
provide that any Option not be exercisable after the Optionee's death or may
be exercised for a period less than twelve months.

(iv) Unless otherwise specified in the Option, if termination is due to the
Optionee's "permanent and total disability" within the meaning of Section
422(c)(6) of the Code, an Option may be exercised at any time within twelve
(12) months following termination of employment or relationship as a consultant
or director.

(b) "Employment with the Company" as used in this Plan shall include
employment or relationship as a consultant, adviser or director with the
Company or any Affiliated Company in any such capacity, even if employment
or engagement in another capacity ceases. Options granted under this Plan
shall not be affected by an employees transfer of employment among the
Company and any one or more Affiliated Companies. An Optionee's employment
with the Company shall not be deemed interrupted or terminated by a bona
fide leave of absence (such as sabbatical leave or employment by the
Government) duly approved, military leave or sick leave. As to consultants,
advisers or other nonemployee providers of services, employment with the
Company shall be deemed to cease upon formal termination of the Optionee's
engagement.

<PAGE>

(c) Each Option may be made exercisable (that is, vest) in whole or in
installments, cumulative or otherwise, during its term, or subject to other
restrictions or limitations. Unless otherwise set forth in the granting
resolution, an Option shall vest immediately upon grant. If an Option is
made to vest over time, any portion not vested at the time of termination of
employment or relationship as a director or consultant with the Company
shall lapse as if never granted. Nothing contained in this Section shall be
construed to extend the term of any Option or to permit anyone to exercise
an Option after expiration of its term, nor shall it be construed to
increase the number of shares as to which any Option is exercisable from the
amount exercisable on the date of termination of the Optionee's employment
or relationship as a consultant or director.

7. Exercise of Options.

(a) The Committee, in granting CSOs, shall have discretion to determine the
terms upon which CSOs shall be exercisable, subject to applicable provisions
of this Plan. Once available for purchase, unpurchased Option Shares shall
remain subject to purchase until the CSO expires or terminates in accordance
with Paragraph 6 above. Unless otherwise provided in the CSO, a CSO may be
exercised in whole or in part, one or more times, but no CSO may be
exercised for a fractional share. Resulting fractions shall be rounded up or
down, as appropriate.

(b) CSOs may be exercised solely by the Optionee or a permitted transferee
during his lifetime or by a spouse or former spouse pursuant to a qualified
domestic relations order, or if the Option permits, after his death (with
respect to the number of shares which the Optionee could have purchased at
the time of death) by the person or persons entitled thereto under the
decedent's will or the laws of descent and distribution.

(c) The purchase price of the Option Shares as to which a CSO is exercised
shall be paid or delivered in full at the time of exercise and no Option
Shares shall be issued until full payment is made therefor. Payment shall be
made by any one or more of the following means:

(i) in cash, represented by bank or cashier's check, certified
check or money order, or made by bank wire transfer;

(ii) by offsetting against the purchase price a cash obligation of
the Company which is both liquidated (meaning the dollar amount is fixed
and known or easily determinable) and uncontested;

(iii) with the prior approval of the Committee, by delivering shares
of the Company's Common Stock which have been beneficially owned by the
Optionee, the Optionee's spouse or both of them, for a period of
at least six (6) months prior to the time of exercise (the "Delivered Stock")
the Delivered Stock to be valued by the Committee in good faith at its Fair
Market Value on the date of exercise;

(iv) with the prior approval of the Committee, by delivery of shares of
corporate stock which are freely tradeable without restriction and which
are part of a class of securities which has been fisted for trading
on the Nasdaq National Market System, the Nasdaq Small Cap Market or a
national securities exchange, with an aggregate Fair Market Value on the date
of exercise equal to or greater than the exercise price of the Option Shares
being purchased under the Option ("Other Shares"); or

(v) with the prior approval of the Committee, by delivering to the
Company the Optionee's personal recourse promissory note, adequately secured
by property other than the Option Shares thereby purchased, containing such
terms and conditions as the Committee shall determine.

(d) An Option shall be deemed exercised when written notice thereof,
accompanied by the appropriate payment in full is received by the Company.
No holder of an Option shall be, or have any of the rights and privileges
of, a shareholder of the Company in respect of any Option Shares purchasable
upon exercise of an Option unless and until certificates evidencing such shares
shall have been issued by the Company to him, her or it.

<PAGE>

(e) An Option may, but need not, provide that the Optionee may at any time
when and to the extent the Option is exercisable, effect an Option Exchange,
provided the then market price of the Common Stock exceeds the Option's
exercise price. To effect an Option Exchange, the Optionee must surrender
the Option at the Company's principal offices stating the intent to effect
the Option Exchange and the number of Option Shares being exchanged, and the
Option Exchange shall be deemed to take place on the date of the Company's
receipt thereof or such later date as the Optionee specifies in writing. In
connection with any Option Exchange, an Option shall represent the right to
subscribe for and acquire the number of Option Shares equal to [i] the
number of Option Shares specified by the Optionee in its notice of exchange
(the "Total Number") LESS [ii] the number of Option Shares equal to the
quotient obtained by dividing (A) the product of the Total Number and the
exercise price by (B) the current Fair Market Value of a share of the Common
Stock on the date of exchange, or if such date is not a trading day, on the
trading day preceding. One or more certificates for the Option Shares
issuable and, if applicable, a new Option of like tenor evidencing the
balance of the Option Shares remaining subject to the Option, shall be
issued as of the exercise date.

8. Non-Transferability of Options.

No Option shall be assignable or otherwise transferable except by will or by
operation of law, pursuant to a qualified domestic relations order (as
defined in Rule 16b-3 of the Securities and Exchange Commission, or any
successor rule), or pursuant to Title I of the Employee Retirement Income
Security Act of 1974, as amended (ERISA), or rules thereunder. No CSO shall
be pledged or hypothecated in any manner, whether by operation of law or
otherwise, nor be subject to execution, attachment or similar process. The
same restrictions on transfer or assignment shall apply to any heirs,
devisees, beneficiaries, legal representatives or other persons acquiring
this Option or an interest herein under such an instrument or by operation
of law. Any attempt to transfer or otherwise dispose of an Option in
contravention of its terms shall void the Option.

9. Reorganizations and Recapitalizations of the Company.

(a) No Limit Imposed on Corporate Powers. The existence of this Plan and
Options granted hereunder shall not affect in any way the right or power of
the Company or its shareholders to make or authorize any and all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures or other indebtedness, or any preferred or
prior preference stocks senior to or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any
sale, exchange or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar character or
otherwise.

(b) Certain Adjustments to be Made. The Option Shares with respect to which
Options may be granted hereunder are shares of the Common Stock of the
Company as currently constituted. In certain instances, the number of shares
purchasable upon exercise of Options and the exercise price shall be
adjusted as provided herein. All adjustments and made under this section
shall be made by the Committee in good faith in its sole discretion. Every
adjustment in outstanding Options shall be made without change in the total
price applicable to the unexercised portion of the Option but with a
corresponding adjustment in the exercise price per share and number (and if
applicable, kind) of shares purchasable.

(c) Stock Splits, Stock Combinations, Etc. If, and whenever, prior to
delivery by the Company of all of the Option Shares which are subject to
Options granted hereunder, the Company shall effect a split or combination
of the Common Stock or other capital readjustment, the payment of a Common
Stock dividend, or recapitalization, reclassification or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the
number of Option Shares available under this Plan and the number of Option
Shares with respect to which Options granted hereunder may thereafter be
exercised shall (i) in the event of an increase in the number of outstanding
shares of Common Stock, be proportionately increased, and the cash
consideration payable per share shall be proportionately reduced; and (ii)
in the event of a reduction in the number of outstanding shares of Common
Stock, be proportionately reduced, and the cash consideration payable per
share shall be proportionately increased.

<PAGE>

(d) Certain Other Changes In the Common Stock. If the outstanding Common
Stock shall be hereafter increased or decreased, or changed into or
exchanged for a different NUM or kind of shares or other securities of the
Company or of another corporation, by reason of reorganization, merger,
consolidation, share exchange or other business combination in which the
Company is the surviving parent corporation, appropriate adjustment shall be
made by the Committee in the number and kind of shares for which Options may
be granted under the Plan. In addition, the Committee shall make appropriate
adjustment in the number and kind of shares as to which outstanding and
unexercised Options shall be exercisable, to the end that the proportionate
interest of the holder of the Option shall, to the extent practicable, be
maintained as before the occurrence of such event.

(e) Certain Defined Reorganizations. For purposes of this Section, the term
"Reorganization" shall mean any reorganization, merger, consolidation, share
exchange, or other business combination pursuant to which the Company is not
the surviving parent corporation after the effective date of the
Reorganization, or any sale or lease of all or substantially all of the
assets of the Company, and the term "Reorganization Agreement" shall mean a
plan or agreement with respect to a Reorganization. Nothing herein shall
require the Company to adopt a Reorganization Agreement, or to make
provision for the adjustment, change, conversion, or exchange of any
Options, or the shares subject thereto, in any Reorganization Agreement
which it does adopt. In the event of a Reorganization (as hereinafter
defined), then,

(i) If there is no Reorganization Agreement, or if the Reorganization
Agreement does not specifically provide for the adjustment, change,
conversion, or exchange of the outstanding and unexercised options for cash
or other property or securities of another corporation, then any outstanding
and unexercised options shall terminate as of a future date to be fixed by
the Committee; or,

(ii) If there is a Reorganization Agreement, and the Reorganization
Agreement specifically provides for the adjustment, change, conversion, or
exchange of the outstanding and unexercised options for cash or other
property or securities of another corporation, the Committee shall adjust
the shares under such outstanding and unexercised options, and shall adjust
the shares remaining under the Plan which are then available for the
issuance of options under the Plan if the Reorganization Agreement for the
adjustment, change, conversion, or exchange of such options and shares.

(iii) The Committee shall provide to each Optionee then holding an
outstanding and unexercised Option not less than thirty (30) calendar Days'
advance written notice of any date fixed by the Committee pursuant to this
Section 13 and of the terms of any Reorganization Agreement providing for
the adjustment, change, conversion, or exchange of outstanding and
unexercised Options. Except as the Committee may otherwise provide, each
Optionee shall. have the right during such period to exercise his Option
only to the extent that the Option was exercisable on the date such notice
was provided to the Optionee.

(f) Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company, any outstanding and unexercised options shall
terminate as of a future date to be fixed by the Committee.

(g) No Adjustments to be Made. Except as expressly provided above, the
Company's issuance of shares of its capital stock of any class, or
securities convertible into shares of its capital stock of any class, for
cash or property, or for labor or services, either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Company convertible into or exchangeable for
shares of capital stock or other securities of the Company, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
the number of Option Shares subject to CSOs granted hereunder or the
purchase price of such shares.

10. Purchase for Investment.

Unless the Option Shares covered by this Plan have been registered under the
Act prior to issuance, each person exercising a CSO under this Plan may be
required by the Company to give a representation in writing that he is
acquiring such shares for his or her own account for investment and not with
a view to, or for sale in connection with, the distribution of any part
thereof.

<PAGE>

11. Effective Date and Expiration of this Plan.

This Plan shall be effective as of November 21, 1997, the date of its
adoption by the Board, and no CSO shall be granted pursuant to this Plan
after its expiration. This Plan shall expire on November 21, 2007 except as
to CSOs then outstanding, which shall remain in effect until they have
expired or been exercised.

12. Amendments or Termination.

The Committee or Board may amend, alter or discontinue this Plan at any time
in such respects as it shall deem advisable in order to conform to any
change in any other applicable law, or in order to comply with the
provisions of any rule or regulation of the Securities and Exchange
Commission required to exempt this Plan or any CSOs granted thereunder from
the operation of Section 16(b) of the Exchange Act, or in any other respect
not inconsistent with Section 16(b) of the Exchange Act; provided, that no
amendment or alteration shall be made which would impair the rights of any
participant under any CSO theretofore granted, without his consent (unless
made solely to conform such CSO to, and necessary because of, changes in the
foregoing laws, rules or regulations), and except that no amendment or
alteration shall be made without the approval of shareholders which would
increase the total number of shares reserved for the purposes of this Plan
(except as provided in Paragraph 9) or extend the expiration date of this
Plan as set forth in Paragraph 11.

13. Government Regulations.

This Plan, and the granting and exercise of CSOs hereunder, and the
obligation of the Company to sell and deliver Option Shares under such CSOs,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as
may be required.

14. Liability

No member of the Board of Directors or the Committee, nor any officers,
employees or agents of the Company or any Affiliated Company shall be
personally liable for any action, omission or determination made in good
faith in connection with this Plan.

15. Options in Substitution for other Options.

The Committee may, in its sole discretion, at any time during the term of
this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent
the right to purchase (after giving effect to any previous partial exercise
thereof) a number of shares, in relation to the number of shares to be
covered by the new conditional grant hereunder, determined by the Committee.
If the Committee shall have so determined to grant such new options on such
a conditional basis ("New Conditional Options"), no such New Conditional
Option shall become exercisable in the absence of such employee's consent to
the condition and surrender and cancellation as appropriate. New Conditional
Options shall be treated in all respects under this Plan as newly granted
options. Options may be granted under this Plan from time to time in
substitution for similar rights held by employees of other corporations who
are about to become employees of the Company or an Affiliated Company as a
result of a merger or consolidation of the employing corporation with the
Company or an Affiliated Company, or the acquisition by the Company or an
Affiliated Company of the assets of the employing corporation, or the
acquisition by the Company or an Affiliated Company of stock of the
employing corporation as the result of which such other corporation becomes
an Affiliated Company.

<PAGE>

16. Withholding Taxes.

Pursuant to applicable federal and state laws, the Company may be required
to collect withholding taxes upon the exercise of a CSO. The Company. may
require, as a condition to the exercise of a CSO, that the Optionee
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in
such amount as the Committee or the Company in its discretion may determine.
In lieu of part or all of any such payment, the Optionee may elect to have
the Company withhold from the shares to be issued upon exercise of the
option that number of shares having a Fair Market Value equal to the amount
which the Company is required to withhold.

17. Other Definitions.

Whenever used in this Plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

a. "Act" means the U.S. Securities Act of 1933, as amended.

b. "Affiliated Company" means any Parent or Subsidiary of the
Company.

C. "Award" or "grant" means any grant of a CSO (Option) made
under this Plan.

d. "Board of Directors" means the Board of Directors of the
Company. The term "Committee" is defined in Section 2 of this Plan.

e. "Common Stock" or "Common Shares" means the common stock, $.001
par value per share, of the Company, or in the event that the outstanding
Common Shares are hereafter changed into or exchanged for different shares
or securities of the Company or any other issuer, such other shares or
securities.

f. "Date of Grant" means the day the Committee authorizes the
grant of a CSO or such later date as may be specified by the Committee as the
date a particular grant will become effective.

g. "Employee" means and includes the following persons: (i)
executive officers, officers and directors (including advisory and other
special directors) of the Company or an Affiliated Company; (ii) full-time
and part-time employees of the Company or an Affiliated Company; (iii)
persons engaged by the Company or an Affiliated Company as a consultant,
advisor or agent; and (iv) a lawyer, law firm, accountant or accounting firm,
or other professional or professional firm engaged by the Company or
an Affiliated Company.

h. "Optionee" means an Employee to whom a CSO is granted.

i. "Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of another corporation
qualifying as a Parent within this definition.

j. "Subsidiary" means a corporation more than 50% of whose total combined
capital stock of all classes is held by the Company or by another corporation
qualifying as a Subsidiary within this definition.

18. Litigation.

In the event that any Optionee or Optionee's successor should bring any
lawsuit or other action or proceeding ("Action") against the Company or an
Affiliated Company based upon or arising in relation to an Option, an
Optionee, or successor, as the case may be, not prevailing in such Action
shall be required to reimburse the Company or Affiliated Company's costs and
expenses, including reasonable attorneys' fees, incurred in defending such
action and appealing any award by a lower court.

<PAGE>

19. Miscellaneous Provisions.

The place of administration of this Plan shall be in the State of Nevada (or
subsequently, wherever the Company's principal executive offices are
located), and the validity, construction, interpretation and effect of this
Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Nevada or
subsequent state of domicile, should the Company be redomiciled. Without
amending this Plan, the Committee may issue Options and Options Shares to
employees of the Company who are foreign nationals or employed outside the
United States, or both, on such terms and conditions different from those
specified in this Plan but consistent with the purpose of this Plan, as it
deems necessary and desirable to create equitable opportunities given
differences in tax laws in other countries. All expenses of administering
this Plan and issuing Option and Option Shares shall be borne by the Company.

By signature below, the undersigned officers, of the Company hereby certify
that the foregoing is a true and correct copy of the 1997 Compensatory Stock
Option Plan of the Company.

DATED:

NETGATE SYSTEMS, INC.

(SEAL)

By: signed by John D. Brasher, Jr
Authorized Officer

By: signed by Irwin Krushansky
Secretary or Assistant Secretary

<PAGE>

FIRST AMENDMENT TO
NETGATE SYSTEMS, INC.
1997 COMPENSATORY STOCK OPTION PLAN

Pursuant to unanimous consent of the Board of Directors of Internet Golf
Association, Inc., the Netgate Systems, Inc. 1997 Compensatory Stock Option
Plan (the "Plan") is hereby amended as follows:

The name of the Plan is hereby changed to the "Internet Golf Association,
Inc. 1997 Compensatory Stock Option Plan".

CERTIFICATION

I, the undersigned Secretary of Internet Golf Association, Inc., a Nevada
corporation, hereby certify that the foregoing First Amendment to Netgate
Systems, Inc. 1997 Compensatory Stock Option Plan was duly approved by the
unanimous written consent of the Directors of the Corporation as of the date
hereof.

Dated: May 7,1999

/s/ Kirk J. Zamzow
Kirk J. Zamzow, Secretary

Product License Agreement

This agreement is made on January 14, 1999, by and between Access Software
Inc., a

Utah corporation and Internet Golf Assoc. Nevada -LLC Company (hereafter,
referred to as "Licensee")

1) Licensed Software

This licensee must also abide to these restriction. This License Agreement
is void if any one or all of these restrictions are not met.

a) This License is non transferable.
b) This is a Royalty Free use agreement for the Links Tour 98 Launcher
(hereafter referred to as "The Launcher") For the purpose of hosting
Internet Tournaments for the Links LS software golf simulation.
c) Licensee is an independent entity from Access Software Inc., and Access
Software Inc., is not obligated in any way to compensate, support, reimburse
or pay for sites choosing to license The Launcher.
d) The Licensed software is for the use of the licensee only. It may not be
distributed in any way to any other company, entity, or individual in any
form whether it be the originally supplied code or modified code.
e) Terms of the Non Disclosure Agreement will effect this license.
Violation of said NDA will result in loss of license.

2) SUPPORT
The product supplied know as "The Launcher" is considered as is. Access
Software Inc., implies no obligation responsibility, or liability to provide
technical support for the Launcher.

3) Warranty

Access Software Inc., cannot guarantee that the Launcher will perform
correctly under all possible computer, ISP, Internet, Network and modem
configurations, Access Software Inc., however, uses its best efforts to
correct any problems that at encountered. It is also expressly understood
and agreed upon between the parties that there are no warranties
representations, covenants, or agreements between the parties hereto except
those specifically set forth herein.

4) ARBITRATION

In the event that there is any breach of this agreement, the parties agree
that the issue shall be subrnitted to binding arbitration pursuant to
Commercial Arbitration Rules of the American Arbitration Association and
that the decision of the arbitrator shall be sufficient to be enforceable
directly as a judgment in any court which would otherwise have jurisdiction
and that said decision shall be subject to enforcement by special performance.

5) Governing Law

This agreement will be interpreted and governed under the laws of the state
of Utah, United States of America.

6) Supersedetion

This agreement supersedes all other agreements, written, spoken, or
otherwise communicated

Access Software Inc. United States of America

Date:
Address: 4750 W. Wiley Post Way,
Bldg. 1 Ste. 200 Signature:
Salt Lake City, UT 84116

<PAGE>

Printed Name and Licensee: Internet Golf Association, LLC

Title: Address: 24921 Dana Point Harbor Dr.,
# B20
Dana Point, CA 92629

Date: January 14, 1999

Signature: /s/Vincent Castagnola
Printed Name and
Title: Vincent Castagnola, Managing Partner

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - MODIFIED NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Provisions ("Basic Provisions").

1.1 Parties: This Lease ("Lease), dated for reference purposes only,
May 1, 1999, is made by and between Yamamoto Enterprises. Inc. ("Lessor") and
Internet Golf Association. Inc., a Nevada corporation ("Lessee"),
(collectively the "Parties," or individually a "Party").

1.2 (a) Premises: That certain portion of the Building, including all
improvements therein or to be provided by Lessor under the terms of this
Lease, commonly known by the street address of 24921 Dana Point Harbor Drive,
Suite 200 (Approximately 1.416 Square Feet) located in the City Dana Point
County of Orange State of California with zip code 92629 ("Premises"),
The "Building" is that certain building containing the Premises and generally
described as (describe briefly the nature of the Building):
The Pavilion at Lantern Bay

In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to the Common Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have
any rights to the roof, exterior walls or utility raceways of the Building
or to any other buildings in the Shopping Center. The Premises, the
Building, the Common Areas, the land upon which they are located, along with
all other buildings and Improvements thereon, are herein collectively
referred to as the "Shopping Center." (Also see Paragraph 2.)

1.2 (b) Parking: All unreserved vehicle parking spaces ("Unreserved Parking
Spaces"); and no reserved vehicle parking spaces ("Reserved Parking Spaces").
(Also see Paragraph 2.6.)

1.3 Term: 0 years and 6 months ("Original Term") commencing May 1. 1999
("Commencement Date") and ending October 31. 1999 ("Expiration Date").
(Also see Paragraph 3.)

1.4 "[OMITTED TEXT]"

1.5 Base Rent: $2,150.00 per month ("Base Rent"), payable on the
first day of each month commencing May 1, 1999 (Also see Paragraph 4.)
- - If this box is checked, this Lease provides for the Base Rent to be
adjusted per Addendum attached hereto.

1.6 (a) Base Rent Paid Upon Execution: $2.150.00 as Base Rent for
the period from May 1, 1999 to May 31, 1999.

1.6 (b) Lessee's Share of Common Area Operating Expenses: zero percent
(0.00%) ("Lessee's Share") as determined by prorate leasable square footage
of the Premises as compared to the total leasable square footage of the
Shopping Center.

1.7 Security Deposit: $2,100.00 ("Security Deposit"). (Also see
Paragraph 5.)

1.8 Permitted Use: Sales and Marketing ("Permitted Use') (Also see Paragraph 6)

1.9 Insuring Party. Lessor is the "Insuring Party." (Also see
Paragraph 8.

1.10 "[OMITTED TEXT]"

1.11 Guarantor. The obligations of the Lessee under this Lease are to
be guaranteed by Vincent C. Castagnola, Phillip K. Roberts and Kirk J.
Zomzamzow ("Guarantor"). (Also see Paragraph 37.)

1.12 "[OMITTED TEXT]"

2. Premises, Parking and Common Areas.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental and/or Common Area Operating
Expenses, is an approximation which Lessor and Lessee agree is reasonable
and the rental and Lessee's Share (as defined in Paragraph 1.6(b) based
thereon is not subject to revision whether or not the actual square footage
is more or less.

2.2 "[OMITTED TEXT]"

2.3 Compliance with Covenants, Restrictions and Building Code. Lessor
warrants that any improvements (other than those constructed by
Lessee or at Lessee's direction) on or in the Promises which have been
constructed or installed by Lessor or with Lessor's consent or at
Lessors direction shall comply with all applicable covenants or restrictions
of record and applicable building codes, regulations and ordinances in effect
on the Commencement

<PAGE>

Date. Lessor further warrants to Lessee that Lessor has no knowledge of any
claim having been made by any governmental agency that a violation or
violations of applicable building codes, regulations, or ordinances exist
with regard to the Premises as of the Commencement Date. Said warranties
shall not apply to any Alterations or Utility Installations (defined in
Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not
comply with said warranties, Lessor shall, except as otherwise provided in
this Lease, promptly after receipt of written notice from Lessee given
within six (6) months following the Commencement Date and setting forth with
specificity the nature and extent of such non-compliance, take such action,
at Lessor's expense, as may be reasonable or appropriate to rectify the
noncompliance. Lessor makes no warranty that the Permitted Use in Paragraph
1.8 is permitted for the Premises under Applicable Laws (as defined in
Paragraph 2.4).

2.4 Acceptance of Premises. Lessee hereby acknowledges: (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the
condition of the Premises (including, but not limited to, the electrical and
fire sprinkler systems, security, environmental aspects, seismic and
earthquake requirements, and compliance with the Americans with Disabilities
Act and applicable zoning, municipal, county, state and federal laws,
ordinances and regulations, and any covenants or restrictions of record
(collectively, "Applicable Laws") and the present and future suitability of
the Premises for Lessee's Intended use; (b) that Lessee has made such
investigation as it deems necessary with reference to such matters, Is
satisfied with reference thereto, and assumes all responsibility therefore
as the same relate to Lessee's occupancy of the Premises and/or the terms of
this Lease; and (c) that neither Lessor, nor any of Lessor's agents, has made
any oral or written representations or warranties with respect to said
matters other than as set forth in this Lease.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in this
Paragraph 2 shall be of no force or effect if Immediately prior to the date
set forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises.
In such event, Lessee shall, at Lessee's sole cost and expense, correct any
non-compliance of the Premises with said warranties.

2.6 Vehicle Parking. Lessee shall be entitled to use the number of
Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph
1.2(b) on those portions of the Common Areas designated from time to time by
Lessor for parking. Lessee shall not use more parking spaces than said
number. Said parking spaces shall be used for parking by vehicles no larger
than full-size passenger automobiles or pick-up trucks, herein called
"Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles shall
be parked and loaded or unloaded as directed by Lessor in the Rules and
Regulations (as defined in Paragraph 40) issued by Lessor. (Also see
Paragraph 2.9.)

(a) Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other
than those designated by Lessor for such activities.

(b) If Lessee permits or allows any of the prohibited activities described
in this Paragraph 2.6, then Lessor shall have the right, without notice, in
addition to such other rights and remedies that it may have, to remove or
tow away the vehicle involved and charge the cost to Lessee, which cost
shall be immediately payable upon demand by Lessor.

2.7 Common Areas Definition. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary
line of the Shopping Center and interior utility raceways within the
Premises that are provided and designated by the Lessor from time to time
for the general nonexclusive use of Lessor, Lessee and other lessees of the
Shopping Center and their respective employees, suppliers, shippers,
customers, contractors and invitees, Including parking areas, loading and
unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways and landscaped areas.

2.8 Common Areas - Lessee's Rights. Lessor hereby grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive
right to use, in common with others entitled to such use, the Common Areas
as they exist from time to time, subject to any rights, powers, and
privileges reserved by Lessor under the terms hereof or under the terms of
any rules and regulations or restrictions governing the use of the Shopping
Center. Under no circumstances shall the right herein granted to use the
Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas. Any such storage shall be
permitted only by the prior written consent of Lessor or Lassoes designated
agent, which consent may be revoked at any time. In the event that any
unauthorized storage shall occur then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to
remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.

2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the
Common Areas and shall have the right, from time to time, to establish,
modify, amend and enforce reasonable Rules and Regulations with respect
thereto in accordance with Paragraph 40. Lessee agrees to abide by and
conform to all such Rules and Regulations, and to cause its employees.
suppliers, shippers, customers, contractors and invitees to so abide and
conform. Lessor shall not be responsible to Lessee for the non-compliance
with said rules and regulations by other lessees of the Shopping Center.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

(a) To make changes to the Common Areas, including, without limitation,
changes in the location, size, shape and number of driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas, walkways and utility raceways;

(b) To close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available;

(d) To add additional buildings and improvements to the Common Areas;

(a) To use the Common Areas while engaged in making additional improvements,
repairs or alterations to the Shopping Center, or any portion thereof; and

(f) To do and perform such other acts and make such other changes in, to or
with respect to the Common Areas and Shopping Center as Lessor
may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

3.2 Early Possession. If an Early Possession Date is specified in Paragraph
1.4 and If Lessee totally or partially occupies the Premises after the Early
Possession Date but prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such early occupancy. All other
terms of this Lease, however, (including, but not limited to, the
obligations to pay Lessee's Share of Common Area Operating Expenses and to
carry the insurance required by Paragraph 8) shall be in effect during such
period. Any such early possession shall not affect nor advance the
Expiration Date of the Original Term.

3.3 Delay in Possession. If for any reason Lessor cannot deliver possession
of the Premises to Lessee by the Early Possession Date, if one is specified
in Paragraph 1.4, or if no Early Possession Date is specified, by the
Commencement Date, Lessor shall not be subject to any liability therefor.
nor shall such failure affect the validity of this Lease, or the obligations
of Lessee hereunder, or extend the term hereof, but in such case, Lessee
shall not, except as otherwise provided herein, be obligated to pay rent or
perform any other obligation of Lessee under the terms of this Lease unfit
Lessor delivers possession of the Premises to Lessee. If possession of the
Premises is not delivered to Lessee within sixty (60) days after the
Commencement Date, Lessee may, at its option, by notice in writing to Lessor
within ten (10) days after the end of said sixty (60) day period, cancel
this Lease, in which event the Parties shall be discharged from all
obligations hereunder, provided further, however, that If such written
notice of Lessee is not received by Lessor within said ten (10) day period,
Lessee's right to cancel this Lease hereunder shall terminate and be of no
further force or effect. Except as may be otherwise provided, and regardless
of when the Original Term actually commences, if possession is not tendered
to Lessee when required by this Lease and Lessee does not terminate this
Lease, as aforesaid, the period free of the obligation to pay Base Rent, if
any, that Lessee would otherwise have enjoyed shall run from the date of
delivery of possession and continue for a period equal to the period during
which the Lessee would have otherwise enjoyed under the terms hereof, but
minus any days of delay caused by the acts, changes or omissions of Lessee.

4. Rent.

4.1 Base Rent. Lessee shall pay Base Rent and other rent or charges, as the
same may be adjusted from time to time, to Lessor in lawful money of the
United States, without offset or deduction, on or before the day on which it
is due under the terms of this Lease. Base Rent and all other rent and
charges for any period during the term hereof which is for less than one
full month shall be prorated based upon the actual number of days of the
month involved.

Payment of Base Rent and other charges shall be made to Lessor at its
address stated herein or to such other persons or at such other addresses as
Lessor may from time to time designate in writing to Lessee.

4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share (as

<PAGE>

specified in Paragraph 1.6(b)) of all Common Area Operating Expenses, as
hereinafter defined, during each calendar year of the term of this Lease, In
accordance with the following provisions:

(a) "Common Area Operating Expenses" are defined, for purposes of this
Lease, as all costs incurred by Lessor relating to the ownership and
operation of the Shopping Center, including, but not limited to, the
following:

(i) The operation, repair and maintenance, in neat, clean, good order and
condition, of the following:

(aa) The Common Areas, including parking areas, loading and unloading areas,
trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped
areas, striping, bumpers, irrigation systems, Common Area lighting
facilities, fences and gates, elevators and roof.

(bb) Exterior signs and any tenant directories.

(cc) Fire detection and sprinkler systems.

(ii) The cost of water, gas, electricity and telephone to service the Common
Areas.

(iii) Trash disposal, property management and security services and the
costs of any environmental inspections,

(iv) Reserves set aside for maintenance and repair of Common Areas.

(v) Real Property Taxes (as defined in Paragraph 10.2) to be paid by Lessor
for the Building and the Common Areas under Paragraph 10 hereof.

(vi) The costs of the premiums for the insurance policies maintained by
Lessor under Paragraph 8 hereof.

(vii) Any deductible portion of an insured loss concerning the Building or
the Common Areas.

(viii) Any other services to be provided by Lessor that are stated elsewhere
in this Lease to be a Common Area Operating Expense.

(b) Any Common Area Operating Expenses and Real Property Taxes that are
specifically attributable to the Building or to any other building in the
Shopping Center or to the operation, repair and maintenance thereof, shall
be allocated entirely to the Building or to such other building. However,
any Common Area Operating Expenses and Real Property Taxes that are not
specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by
Lessor to all buildings in the Shopping Center.

(c) The inclusion of the improvements, facilities and services set forth in
Subparagraph 4.2(a) shall not be deemed to impose an obligation upon
Lessor to either have said improvements or facilities or to provide those
services unless the Shopping Center already has the same, Lessor already
provides the services, or Lessor has agreed elsewhere in this Lease to
provide the same or some of them.

(d) Lessee's Share of Common Area Operating Expenses shall be payable by
Lessee within ten (10) days after a reasonably detailed statement of actual
expenses is presented to Lessee by Lessor. At Lessor's option, however, an
amount may be estimated by Lessor from time to time of Lessee's Share of
annual Common Area Operating Expenses and the same shall be payable monthly
or quarterly, as Lessor shall designate, during each 12-month period of the
Lease term, on the same day as the Base Rent is due hereunder. Lessor shall
deliver to Lessee within sixty (60) days after the expiration of each
calendar year a reasonably detailed statement showing Lessee's Share of the
actual Common Area Operating Expenses incurred during the preceding year. If
Lessee's payments under this Paragraph 4.2(d) during said preceding year
exceed Lessee's Share as indicated on said statement, Lessee shall be
credited the amount of such overpayment against Lessee's Share of Common
Area Operating Expenses next becoming due. If Lessee's payments under this
Paragraph 4.2(d) during said preceding year were less than Lessee's Share as
indicated on said statement, Lessee shall pay to Lessor the amount of the
deficiency within ten (10) days after delivery by Lessor to Lessee of said
statement.

6. Security Deposit. Lessee shall deposit with Lessor upon Lessee's execution
hereof the Security Deposit set forth In Paragraph 1.7 as security for
Lessee's faithful performance of Lessee's obligations under this Lease. It
Lessee fails to pay Base Rent or other rent or charges due hereunder, or
otherwise Defaults under this Lease (as defined in Paragraph 13.1), Lessor
may use, apply or retain all or any portion of said Security Deposit for the
payment of any amount due Lessor or to reimburse or compensate Lessor for
any liability, cost, expense, loss or damage (including attorneys' fees)
which Lessor may suffer or incur by reason thereof. If Lessor uses or
applies all or any portion of said Security Deposit, Lessee shall within ten
(10) days after written request therefore deposit monies with Lessor
sufficient to restore said Security Deposit to the full amount required by
this Lease. Any time the Base Rent increases during the term of this Lease,
Lessee shall, upon written request from Lessor, deposit additional monies
with Lessor as an addition to the Security Deposit so that the total amount
of the Security Deposit shall at all times bear the same proportion to the
then current Base Rent as the initial Security Deposit bears to the initial
Base Rent set forth in Paragraph 1.5. Lessor shall not be required to keep
all or any part of the Security Deposit separate from its general accounts.
Lessor shall, at the expiration or earlier termination of the term hereof
and after Lessee has vacated the Premises, return to Lessee (or, at Lessors
option, to the last assignee, If any, of Lessee's interest herein), that
portion of the Security Deposit not used or applied by Lessor. Unless
otherwise expressly agreed in writing by Lessor, no part of the Security
Deposit shall be considered to be held in trust, to bear interest or other
increment for its use, or to be prepayment for any monies to be paid by
Lessee under this Lease.

6. Use.

6.1 Permitted Use.

(a) Lessee shall use and occupy the Premises only for the Permitted Use set
forth In Paragraph 1.8, or any other legal use which is reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit
the use of the Premises in a manner that Is unlawful, creates waste or a
nuisance, or that disturbs owners and/or occupants of, or causes damage to
the Premises or neighboring premises or properties.

(b) Lessor hereby agrees to not unreasonably withhold or delay Its consent
to any written request by Lessee, Lessee's assignees or subtenants, and by
prospective assignees and subtenants of Lessee, its assignees and
subtenants, for a modification of said Permitted Use, so long as the same
will not impair the structural integrity of the improvements on the Premises
or in the Building or the mechanical or electrical systems therein, does not
conflict with uses by other lessees, is not significantly more burdensome to
the Premises or the Building and the improvements thereon, and is otherwise
permissible pursuant to this Paragraph 6. If Lessor elects to withhold such
consent, Lessor shall within five (5) business days after such request give
a written notification of same, which notice shall include an explanation of
Lessor's reasonable objections to the change in use.

6.2 Hazardous Substances.

(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used
in this Lease shall mean any product, substance, chemical, material or waste
whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or In combination with other materials expected to be on the
Premises, Is either: (i) potentially injurious to the public health, safety
or welfare, the environment, or the Premises; (ii) regulated or monitored by
any governmental authority; or oil) a basis for potential liability of
Lessor to any governmental agency or third party under any applicable
statute or common law theory. Hazardous Substance shall include, but not be
limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or
by-products thereof. Lessee shall not engage in any activity in or about the
Premises which constitutes a Reportable Use (as hereinafter defined) of
Hazardous Substances without the express prior written consent of Lessor and
compliance in a timely manner (at Lessee's sole cost and expense) with all
Applicable Requirements (as defined In Paragraph 6.3). "Reportable Use"
shall mean (i) the installation or use of any above or below ground storage
tank; (ii) the generation, possession, storage, use, transportation, or
disposal of a Hazardous Substance that requires a permit from, or with
respect to which a report, notice, registration or business plan is required
to be filed with, any governmental authority; and (iii) the presence in, on
or about the Premises of a Hazardous Substance with respect to which any
Applicable Laws require that a notice be given to persons entering or
occupying the Premises or neighboring properties. Notwithstanding the
foregoing, Lessee may, without Lessors prior consent, but upon notice to
Lessor and in compliance with all Applicable Requirements, use any ordinary
and customary materials reasonably required to be used by Lessee in the
normal course of the Permitted Use, so long as such use is not a Reportable
Use and does not expose the Premises or neighboring properties to any
meaningful risk of contamination or damage or expose Lessor to any liability
therefor. In addition, Lessor may (but without any obligation to do so)
condition its consent to any Reportable Use of any Hazardous Substance by
Lessee upon Lessee's giving Lessor such additional assurances as Lessor, in
its reasonable discretion, deems necessary to protect itself, the public,
the Premises and the environment against damage, contamination or injury
and/or liability therefor, including, but not limited to, the installation
(and, at Lassoes option, removal on or before Lease expiration or earlier
termination) of reasonably necessary protective modifications to the
Premises (such as concrete encasements) and/or the deposit of an additional
Security Deposit under Paragraph 5 hereof.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to
believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises or the Building. other than as previously consented to by
Lessor, Lessee shall Immediately give Lessor written notice thereof,
together with a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action, or proceeding
given to, or received from, any governmental authority or private party
concerning the presence, spill, release, discharge of, or exposure to, such
Hazardous Substance including,but not limited to, all such documents as may
be involved in any Reportable Use involving the Premises. Lessee shall not
permit any Hazardous

<PAGE>

Substance to be spilled or released in, on, under or about the Premises
(including, without limitation, through the plumbing or sanitary sewer system).

(c) Indemnification. Lessee shall indemnify, protect, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, and the
Premises, harmless from and against any and all damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, loss of permits and
attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee or by anyone under
Lessee's control. Lessee's obligations under this Paragraph 6.2(C) shall
include, but not be limited to, the effects of any contamination or injury
to person, property or the environment created or suffered by Lessee, and
the cost of investigation (including consultants' and attorneys' fees and
testing), removal, remediation, restoration and/or abatement thereof, or of
any contamination therein Involved, and shall survive the expiration or
earlier termination of this Lease. No termination, cancellation or release
agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Substances, unless
specifically so agreed by Lessor in writing at the time of such agreement.

6.3 Lessee's Compliance with Requirements. Lessee shall, at Lessee's sole
cost and expense, fully, diligently and In a timely manner, comply with all
"Applicable Requirements," which term is used in this Lease to mean all
laws, rules, regulations, ordinances, directives, covenants, easements and
restrictions of record, permits, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessor's
engineers and/or consultants, relating in any manner to the Premises
(including, but not limited to, matters pertaining to (i) industrial
hygiene; (ii) environmental conditions on, in, under or about the Premises,
including soil and groundwater conditions; and (iii) the use, generation,
manufacture, production, installation, maintenance, removal, transportation,
storage, spill, or release of any Hazardous Substance), now in effect or
which may hereafter come into effect. Lessee shall, within five (5) days
after receipt of Lassoes written request, provide Lessor with copies of all
documents and information, including, but not limited to, permits,
registrations, manifests, applications, reports and certificates, evidencing
Lessee's compliance with any Applicable Requirements specified by Lessor,
and shall immediately upon receipt, notify Lessor in writing (with copies of
any documents Involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving failure by Lessee or
the Premises to comply with any Applicable Requirements.

6.4 Inspection; Compliance with Law. Lessor, Lessor's agents, employees;
contractors and designated representatives, and the holders of any
mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall
have the right to enter the Premises at any time in the case of an
emergency, and otherwise at reasonable times, for the purpose of inspecting
the condition of the Premises and for verifying compliance by Lessee with
this Lease and all Applicable Requirements (as defined in Paragraph 6.3),
and Lessor shall be entitled to employ experts and/or consultants in
connection therewith to advise Lessor with respect to Lessee's activities.
Including but not limited to Lessee's installation, operation, use,
monitoring, maintenance, or removal of any Hazardous Substance on or from
the Premises. The costs and expenses of any such inspections shall be paid
by the party requesting same, unless a Default or Breach of this Lease by
Lessee or a violation of Applicable Requirements or a contamination, caused
or materially contributed to by Lessee, is found to exist or to be imminent,
or unless the inspection is requested or ordered by a governmental authority
as the result of any such existing or imminent violation or contamination.
In such case, Lessee shall upon request reimburse Lessor or Lassoes Lender,
as the case may be, for the costs and expenses of such inspections.

7. Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations.

7.1 Lessee's Obligations.

(a) Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance
with Covenants, Restrictions and Building Code), 7.2 (Lessor's Obligations),
9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's
sole cost and expense and at all times, keep the Premises and every part
thereof in good order, condition and repair (whether or not such portion of
the Premises requiring repair, or the means of repairing the same, are
reasonably or readily accessible to Lessee, and whether or not the need for
such repairs occurs as a result of Lessee's use, any prior use, the elements
or the age of such portion of the Premises), including, without limiting the
generality of the foregoing, all equipment or facilities specifically
serving the Premises, such as plumbing, heating, air conditioning,
ventilating, electrical, lighting facilities, boilers, fired or unfired
pressure vessels, fire hose connections if within the Promises, fixtures,
interior walls, interior surfaces of exterior walls, ceilings, floors,
windows, doors, plate glass, and skylights, but excluding any items which
are the responsibility of Lessor pursuant to Paragraph 7.2 below. Lessee, in
keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices. Lessee's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises
and all improvements thereon or a part thereof in good order, condition and
state of repair.

(b) Lessee shall, at Lessee's sole cost and expense, procure and maintain a
contract, with copies to Lessor, in customary form and substance for and
with a contractor specializing and experienced in the inspection,
maintenance and service of the heating, air conditioning and ventilation
system for the Premises. However, Lessor reserves the right, upon notice to
Lessee, to procure and maintain the contract for the heating, air
conditioning and ventilating systems, and if Lessor so elects, Lessee shall
reimburse Lessor, upon demand, for the cost thereof.

(c) If Lessee falls to perform Lessees obligations under this Paragraph 7.1,
Lessor may enter upon the Premises after tan (10) days' prior written notice
to Lessee (except in the case of an emergency, in which case no notice shall
be required), perform such obligations on Lessee's behalf, and put the
Premises in good order, condition and repair, in accordance with Paragraph
13.2 below.

7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building
Code), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's
Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor,
subject to reimbursement pursuant to Paragraph 4.2, shall keep In good
order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler and/or
standpipe and hose (if located in the Common Areas) or other automatic fire
extinguishing system including fire alarm and/or smoke detection systems and
equipment, fire hydrants, parking lots, walkways, parkways, driveways,
landscaping, fences, signs and utility systems serving the Common Areas and
all parts thereof, as well as providing the services for which there is a
Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be
obligated to paint the exterior or interior surfaces of exterior walls nor
shall Lessor be obligated to maintain, repair or replace windows, doors or
plate glass of the Premises. Lessee expressly waives the benefit of any
statute now or hereafter In effect which would otherwise afford Lessee the
right to make repairs at Lessors expense or to terminate this Lease because
of Lessor's failure to keep the Building, Shopping Center or Common Areas
in good order, condition and repair.

7.3 Utility Installations, Trade Fixtures, Alterations.

(a) Definitions; Consent Required, the term "Utility Installations" Is used
in this Lease to refer to all air lines, power panels, electrical
distribution, security, fire protection systems, communications systems,
lighting fixtures, heating, ventilating and air conditioning equipment,
plumbing, and fencing in, on or about the Premises. The term "Trade
Fixtures" shall mean Lessee's machinery and equipment which can be removed
without doing material damage to the Premises. The term "Alterations" shall
mean any modification of the improvements on the Premises which are provided
by Lessor under the terms of this Lease, other than Utility Installations or
Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are
defined as Alterations and/or Utility Installations made by Lessee that are
not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make
nor cause to be made any Alterations or Utility Installations in, on, under
or about the Premises without Lessors prior written consent. Lessee may,
however, make non-structural Utility Installations to the interior of the
Premises (excluding the roof) without Lassoes consent but upon notice to
Lessor, so long as they are not visible from the outside of the Premises, do
not involve puncturing, relocating or removing the roof or any existing
walls, or changing or interfering with the fire sprinkler or fire detection
systems and the cumulative cost thereof during the term of this Lease as
extended does not exceed $2,500.00.

(b) Consent. Any Alterations or Utility Installations that Lessee shall
desire to make and which require the consent of the Lessor shall be
presented to Lessor In written form with detailed plans. All consents given
by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific
consent, shall be deemed conditioned upon: (i) Lessee's acquiring all
applicable permits required by governmental authorities; (ii) the furnishing
of copies of such permits together with a copy of the plans and
specifications for the Alteration or Utility Installation to Lessor prior to
commencement of the work thereon; and (iii) the compliance by Lessee with
all conditions of said permits in a prompt and expeditious manner. Any
Alterations or Utility Installations by Lessee during the term of this Lease
shall be done In a good and workmanlike manner, with good and sufficient
materials, and be in compliance with all Applicable Requirements. Lessee
shall promptly upon completion thereof furnish Lessor with as-built plans
and specifications therefor, Lessor may (but without obligation to do so)
condition its consent to any requested Alteration or Utility Installation
that costs $2,500.00 or more upon Lessee's providing Lessor with a lien and
completion bond in an amount equal to one and one-half times the estimated
cost of such Alteration or Utility Installation.

(c) Lien Protection. Lessee shall pay when due all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at
or for use on the Premises, which claims are or may be secured by any
mechanic's or materialmen's lien against the Premises or any Interest therein.
Lessee shall give Lessor not less than ten (10) days' notice prior to the
commencement of any work in, on, or about the Premises, and Lessor shall
have the to post notices of non-responsibility in or on the Premises as
provided by law. If Lessee shall, in good faith, contest the validity of any
such lien, claim or demand, then Lessee shall, at Its sole expense, defend and
protect itself, Lessor and the Premises against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises. If Lessor shall require,
Lessee shall

<PAGE>

furnish to Lessor a surety bond satisfactory to Lessor, in an amount equal
to one and one-half times the amount of such contested lien claim or demand,
indemnifying Lessor against liability for the same, as required by law for
the holding of the Premises free from the effect of such lien or claim. In
addition, Lessor may require Lessee to pay Lassoes attorneys' and costs in
participating in such action if Lessor shall decide it is to its best
interest to do so.

7.4 Ownership, Removal, Surrender, and Restoration.

(a) Ownership. Subject to Lassoes right to require their removal and to
cause Lessee to become the owner thereof as hereinafter provided in this
Paragraph 7.4, all Alterations and Utility Installations made to the
Premises by Lessee shall be the property of and owned by Lessee, but
considered a part of the Promises. Lessor may, at any time and at Its
option, elect in writing to Lessee to [>a the owner of all or any specified
part of the Lessee-Owned Alterations and Utility Installations. Unless
otherwise Instructed per Subparagraph 7.4(b) hereof, all Lessee-Owned
Alterations and Utility Installations shall, at the expiration or earlier
termination of this Lease, become the property of Lessor and remain upon the
Premises and be surrendered with the Premises by Lessee.

(b) Removal. Unless otherwise agreed in writing, Lessor may require that any
or all Lessee-Owned Alterations or Utility Installations be removed by the
expiration or earlier termination of this Lease, notwithstanding that their
Installation may have been consented to by Lessor. Lessor may require the
removal at any time of all or any part of any Alterations or Utility
Installations made without the required consent of Lessor.

(c) Surrender/Restoration. Lessee shall surrender the Premises by the end of
the last day of the Lease term or any earlier termination date, dean and
free of debris and in good operating order, condition and state of repair,
ordinary wear and tear excepted. Ordinary wear and tear shall not Include
any damage or deterioration that would have been prevented by good
maintenance practice or by Lessee performing all of its obligations under
this Lease. Except as otherwise agreed or specified herein, the Premises, as
surrendered, shall include the Alterations and Utility Installations. The
obligation of Lessee shall include the repair of any damage occasioned by
the installation, maintenance or removal of Lessee's Trade Fixtures,
furnishings, equipment, and Lessee-Owned Alterations and Utility
Installations, as well as the removal of any storage tank installed by or
for Lessee, and the removal, replacement, or remedlation of any soil,
material or ground water contaminated by Lessee, all as may then be required
by Applicable Requirements and/or good practice. Lessee's Trade Fixtures
shall remain the property of Lessee and shall be removed by Lessee subject
to Its obligation to repair and restore the Premises per this Lease.

8. Insurance; Indemnity.

8.1 Payment of Premiums. The cost of the premiums for the insurance policies
maintained by Lessor under this Paragraph 8 shall be a Common Area Operating
Expense pursuant to Paragraph 4.2 hereof. Premiums for policy periods
commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Commencement Date or Expiration
Date.

8.2 Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force during the term
of this Lease a Commercial General Liability policy of insurance protecting
Lessee, Lessor and any Lender(s) whose names have been provided to Lessee in
writing (as additional insureds) against claims for bodily injury, personal
injury and property damage based upon, involving or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be on an occurrence basis
providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an "Additional Insured-Managers or Lessors of Premises"
endorsement and contain the "Amendment of the Pollution Exclusion"
endorsement for damage caused by heat, smoke or fumes from a hostile fire.
The policy shall not contain any intra-insured exclusions as between Insured
persons or organizations, but shall Include coverage for liability assumed
under this Lease as an "Insured Contract" for the performance of Lessee's
indemnity obligations under this Lease. The limits of said insurance
required by this Lease or as carried by Lessee shall not, however, limit the
liability of Lessee nor relieve Lessee of any obligation hereunder. All
insurance to be carded by Lessee shall be primary to and not contributory
with any similar insurance carded by Lessor, whose insurance shall be
considered excess insurance only.

(b) Carried by Lessor. Lessor shall also maintain liability insurance
described in Paragraph 8.2(a) above, in addition to and not in lieu of, the
insurance required to be maintained by Lessee. Lessee shall not be named as
an additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. Lessor shall obtain and keep in force during
the term of this Lease a policy or policies in the name of Lessor, with loss
payable to Lessor and to any Lender(s), insuring against loss or damage to
the Premises. Such insurance shall be for full replacement cost, as the same
shall exist from time to time, or the amount required by any Lender(s), but
in no event more than the commercially reasonable and available insurable
value thereof if, by reason of the unique nature or age of the improvements
involved, such latter amount Is less than full replacement cost.
Lessee-Owned Alterations and Utility Installations, Trade Fixtures and
Lessee's personal property shall be insured by Lessee pursuant to Paragraph
8.4. If the coverage is available and commercially appropriate, Lessor's
policy or policies shall Insure against all risks of direct physical loss or
damage (except the perils of flood and/or earthquake unless required by a
Lander), including coverage for any additional costs resulting from debris
removal and reasonable amounts of coverage for the enforcement of any
ordinance or law regulating the reconstruction or replacement of any
undamaged sections of the Building required to be demolished or removed by
reason of the enforcement of any building, zoning, safety or land use laws
as the result of a covered loss, but not including plate glass insurance.
Said policy or policies shall also contain an agreed valuation provision in
lieu of any co-insurance clause, waiver of subrogation, and inflation guard
protection causing an increase in the annual property insurance coverage
amount by a factor of not less than the adjusted U.S. Department of Labor
Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located.

(b) Rental Value. Lessor shall also obtain and keep in force during the term
of this Lease a policy or policies In the name of Lessor, with loss payable
to Lessor and any Lender(s), Insuring the loss of the full rental and other
charges payable by all lessees of the Building to Lessor for one year
(including all Real Property Taxes, insurance costs, all Common Area
Operating Expenses and any scheduled rental increases). Said insurance may
provide that in the event the Lease is terminated by reason of an insured
loss, the period of indemnity for such coverage shall be extended beyond the
date of the completion of repairs or replacement of the Premises, to provide
for one full year's loss of rental revenues from the date of any such loss.
Said insurance shall contain an agreed valuation provision in lieu of any
co-insurance clause, and the amount of coverage shall be adjusted annually
to reflect the projected rental income, Real Property Taxes, insurance
premium costs and other expenses, if any, otherwise payable, for the next
12-month period. Common Area Operating Expenses shall include any deductible
amount in the event of such loss.

(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for
the property insurance of the Building and for the Common Areas or other
buildings in the Shopping Center if said increase is caused by Lessee's
acts, omissions, use or occupancy of the Premises.

(d) Lessee's Improvements. Since Lessor is the insuring Party, Lessor shall
not be required to insure Lessee-Owned Alterations and Utility Installations
unless the item in question has become the property of Lessor under the
terms of this Lease.

8.4 Lessee's Property Insurance. Subject to the requirements of Paragraph
8.5, Lessee at its cost shall either by separate policy or, at Lessor's
option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures and
Lessee-Owned Alterations and Utility installations in, on, or about the
Premises similar in coverage to that carried by Lessor as the Insuring Party
under Paragraph 8.3(a). Such insurance shall be full replacement cost
coverage with a deductible not to exceed $1,000 per occurrence. The proceeds
from any such insurance shall be used by Lessee for the replacement of
personal property and the restoration of Trade Fixtures and Lessee-Owned
Alterations and Utility installations. Upon request from Lessor, Lessee
shall provide Lessor with written evidence that such insurance is in force.

8.5 Insurance Policies. Insurance required hereunder shall be in companies
duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders
Rating" of at least B+, V, or such other rating as may be required by a
Lender, as set forth in the most current issue of "Best's Insurance Guide."
Lessee shall not do or permit to be done anything which shall invalidate the
insurance policies referred to In this Paragraph 8, Lessee shall cause to be
delivered to Lessor, within seven (7) days after the earlier of the Early
Possession Date or the Commencement Date, certified copies of, or
certificates evidencing the existence and amounts of, the insurance required
under Paragraph 8.2(a) and 8.4. No such policy shall be cancelable or subject
to modification except after thirty (30) days' prior written notice to Lessor.
Lessee shall, at least thirty (30) days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages (whether in contract or in tort) against the
other, for loss or damage to their property arising out of or Incident to
the perils required to be Insured against under Paragraph 8. The effect of
such releases and waivers of the right to recover damages shall not be
limited by the amount of insurance carded or required, or by any deductibles
applicable thereto. Lessor and Lessee agree to have their respective
insurance companies issuing property damage insurance waive any right to
subrogation that such companies may have against Lessor or Lessee, as the
case may be, so long as the insurance is not invalidated thereby.

<PAGE>

8.7 Indemnity. Except for Lessors negligence and/or breach of express
warranties, Lessee shall indemnify, protect, defend and hold harmless the
Promises, Lessor and its agents, Lessor's master or ground lessor, partners
and Lenders, from and against any and all claims, loss of rents and/or
damages, costs, liens, judgments, penalties, loss of permits, attorneys' and
consultants' fees, expenses and/or liabilities arising out of, involving, or
in connection with, the occupancy of the Premises by Lessee, the conduct of
Lessee's business, any act, omission or neglect of Lessee, its agents,
contractors, employees or invitees, and out of any Default or Breach by
Lessee in the performance in a timely manner of any obligation on Lessee's
part to be performed under this Lease. The foregoing shall include, but not
be limited to, the defense or pursuit of any claim or any action or
proceeding involved therein, and whether or not (in the case of claims made
against Lessor) litigated and/or reduced to judgment. In case any action or
proceeding be brought against Lessor by reason of any of the foregoing
matters, Lessee, upon notice from Lessor, shall defend the same at Lessee's
expense by counsel reasonably satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified.

8.8 Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or
any other person in or about the Premises, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or
from the breakage, leakage, obstruction or other defects of pipes, fire
sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether said injury or damage results
from conditions arising upon the Premises or upon other portions of the
Building of which the Premises are a part, from other sources or places, and
regardless of whether the cause of such damage or injury or the means of
repairing the same is accessible or not. Lessor shall not be liable for any
damages arising from any act or neglect of any other lessee of Lessor nor
from the failure by Lessor to enforce the provisions of any other lease in
the Shopping Center. Notwithstanding Lessor's negligence or breach of this
Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.

9. Damage or Destruction.

9.1 Definitions.

(a) "Premises Partial Damage" shall mean damage or destruction to the
Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is less than fifty percent (50%)
of the then Replacement Cost (as defined In Paragraph 9. 1 (d)) of the
Premises (excluding Lessee-Owned Alterations and Utility Installations and
Trade Fixtures) immediately prior to such damage or destruction.

(b) "Premises Total Destruction" shall mean damage or destruction to the
Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is fifty percent (50%) or more of
the then Replacement Cost of the Premises (excluding Lessee-Owned
Alterations and Utility Installations and Trade Fixtures) immediately prior
to such damage or destruction. In addition, damage or destruction to the
Building, other than Lessee-Owned Alterations and Utility Installations and
Trade Fixtures of any lessees of the Building, the cost of which damage or
destruction is fifty percent (50%) or more of the then Replacement Cost
(excluding Lessee-Owned Alterations and Utility Installations and Trade
Fixtures of any lessees of the Building) of the Building shall, at the
option of Lessor, be deemed to be Premises Total Destruction.

(C) "Insured Loss" shall mean damage or destruction to the Premises, other
than Lessee-Owned Alterations and Utility Installations and Trade Fixtures,
which was caused by an event required to be covered by the insurance
described in Paragraph 8.3(a) irrespective of any deductible amounts or
coverage limits involved.

(d) "Replacement Cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their
condition existing immediately prior thereto, including demolition, debits
removal and upgrading required by the operation of applicable building
codes, ordinances or laws, and without deduction for depreciation.

(e) "Hazardous Substance Condition" shall mean the occurrence or discovery
of a condition involving the presence of, or a contamination by, a Hazardous
Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

9.2 Premises Partial Damage - Insured Loss. If Premises Partial Damage that
is an insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such damage (but not Lessee's Trade Fixtures or Lessee-Owned Alterations and
Utility Installations) as soon as reasonably possible and this Lease shall
continue in full force and effect. In the event, however, that there is a
shortage of insurance proceeds and such shortage is due to the fact that, by
reason of the unique nature of the improvements in the Premises, full
replacement cost insurance coverage was not commercially reasonable and
available, Lessor shall have no obligation to pay for the shortage in
insurance proceeds or to fully restore the unique aspects of the Premises
unless Lessee provides Lessor with the funds to cover same, or adequate
assurance thereof, within ten (10) days following receipt of written notice
of such shortage and request therefor. If Lessor receives said funds or
adequate assurance thereof within said ten (10) day period, Lessor shall
complete them as soon as reasonably possible and this Lease shall remain in
full force and effect. If Lessor does not receive such funds or assurance
within said period, Lessor may nevertheless elect by written notice to
Lessee within ten (10) days thereafter to make such restoration and repair
as is commercially reasonable with Lessor paying any shortage in proceeds,
in which case this Lease shall remain in full force and effect. If Lessor
does not receive such funds or assurance within such ten (10) day period,
and if Lessor does not so elect to restore and repair, then this Lease shall
terminate sixty (60) days following the occurrence of the damage or
destruction. Unless otherwise agreed, Lessee shall in no event have any
right to reimbursement from Lessor for any funds contributed by Lessee to
repair any such damage or destruction. Premises Partial Damage due to flood
or earthquake shall be subject to Paragraph 9.3 rather than Paragraph 9.2,
notwithstanding that there may be some insurance coverage, but the net
proceeds of any such insurance shall be made available for the repairs if
made by either Party.

9.3 Partial Danage - Uninsured Loss. If Premises Partial Damage that is not
an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense and
this Lease shall continue in full force and effect), Lessor may, at Lessor's
option, either (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after
receipt by Lessor of knowledge of the occurrence of such damage of Lessors
desire to terminate this Lease as of the date sixty (60) days following the
date of such notice. In the event Lessor elects to give such notice of
Lassoes intention to terminate this Lease, Lessee shall have the right
within ten (10) days after the receipt of such notice to give written notice
to Lessor of Lessee's commitment to pay for the repair of such damage
totally at Lessee's expense and without reimbursement from Lessor. Lessee
shall provide Lessor with the required funds or satisfactory assurance
thereof within thirty (30) days following such commitment from Lessee. In
such event this Lease shall continue in full force and effect, and Lessor
shall proceed to make such repairs as soon as reasonably possible after the
required funds are available. If Lessee does not give such notice and
provide the funds or assurance thereof within the times specified above,
this Lease shall terminate as of the date specified in Lessor's notice of
termination.

9.4 Total Destruction. Notwithstanding any other provision hereof, if
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the
damage or destruction is an Insured Loss or was caused by a negligent or
willful act of Lessee. In the event, however, that the damage or destruction
was caused by Lessee, Lessor shall have the right to recover Lessor's damages
from Lessee except as released and waived in Paragraph 9.7.

9.5 Damage Near End of Term. If at any time during the last six (6) months
of the term Of this Lease there is damage for which the cost to repair
exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may,
at Lessor's option, terminate this Lease effective sixty (60) days following
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within thirty (30) days after the date of
occurrence of such damage. Provided, however, if Lessee at that time has an
exercisable option to extend this Lease or to purchase the Premises, then
Lessee may preserve this Lease by (a) exercising such option, and (b)
providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of
(i) the date which is ten (10) days after Lessee's receipt of Lessor's
written notice purporting to terminate this Lease, or (ii) the day prior to
the date upon which such option expires. If Lessee duly exercises such
option during such period and provides Lessor with funds (or adequate
assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's expense, repair such damage as soon as reasonably possible
and this Lease shall continue in full force and effect. If Lessee falls to
exercise such option and provide such funds or assurance during such period,
then this Lease shall terminate as of the date set forth in the first
sentence of this Paragraph 9.5.

9.6 Abatement of Rent; Lessee's Remedies.

(a) In the event of (i) Premises Partial Damage or (ii) Hazardous Substance
Condition for which Lessee is not legally responsible, the Base Rent, Common
Area Operating Expenses and other charges, if any, payable by Lessee
hereunder for the period during which such damage or condition, its repair,
remediation or restoration continues, shall be abated in proportion to the
degree to which Lessee's use of the Premises is impaired, but not in excess
of proceeds from insurance required to be carried under Paragraph 8.3(b).
Except for abatement of Base Rent, Common Area Operating Expenses and other
charges, if any, as aforesaid, all other obligations of Lessee hereunder
shall be performed by Lessee, and Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair,
remediation or restoration.

(b) If Lessor shall be obligated to repair or restore the Premises under the
provisions of this Paragraph 9 and shall not commence in a,

<PAGE>

substantial and meaningful way, the repair or restoration of the Premises
within ninety (90) days after such obligation shall accrue, Lessee may, at
any time poor to the commencement of such repair or restoration, give
written notice to Lessor and to any Lenders of which Lessee has actual
notice of Lessee's election to terminate this Lease on a date not less than
sixty (60) days following the giving of such notice. If Lessee gives such
notice to Lessor and such Lenders and such repair or restoration is not
commenced within thirty (30) days after receipt of such notice, this Lease
shall terminate as of the date specified in said notice. If Lessor or a
Lender commences the repair or restoration of the Premises within thirty
(30) days after the receipt of such notice, this Lease shall continue in
full force and effect. "Commence" as used in this Paragraph 9.6 shall mean
either the unconditional authorization of the preparation of the required
plans, or the beginning of the actual work on the Premises, whichever occurs
first.

9.7 Hazardous Substance Conditions. If a Hazardous Substance Condition
occurs, unless Lessee is legally responsible therefor (in which case Lessee
shall make the investigation and remediation thereof required by Applicable
Requirements and this Lease shall continue in full force and effect, but
subject to Lessor's rights under Paragraph 6.2(c) and Paragraph 13), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous
Substance Condition, if required, as soon as reasonably possible at Lessor's
expense, in which event this Lease shall continue in full force and effect,
or (ii) if the estimated cost to investigate and remediate such condition
exceeds twelve (12) times the then monthly Base Rent or $100,000, whichever
is greater, give written notice to Lessee within thirty (30) days after
receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition of Lassoes desire to terminate this Lease as of the date sixty
(60) days following the date of such notice, in the event Lessor elects to
give such notice of Lassoes intention to terminate this Lease, Lessee shall
have the right within ten (10) days after the receipt of such notice to give
written notice to Lessor of Lessee's commitment to pay for the excess costs
of (a) investigation and remediation of such Hazardous Substance Condition
to the extent required by Applicable Requirements, over (b) an amount equal
to twelve (12) times the then monthly Base Rent or $100,000, whichever is
greater. Lessee shall provide Lessor with the funds required of Lessee or
satisfactory assurance thereof within thirty (30) days following said
commitment by Lessee. In such event this Lease shall continue in full force
and effect, and Lessor shall proceed to make such investigation and
remediation as soon as reasonably possible after the required funds are
available. If Lessee does not give such notice and provide the required
funds or assurance thereof within the time period specified above, this
Lease shall terminate as of the date specified in Lessor's notice of
termination.

9.8 Termination - Advance Payments. Upon termination of this Lease pursuant
to this Paragraph 9, Lessor shall return to Lessee any advance payment made
by Lessee to Lessor and so much of Lessee's Security Deposit as has not
been, or is not then required to be, used by Lessor under the terms of this
Lease.

9.9 Waiver of Statutes. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises and
the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is
inconsistent herewith.

10. Real Property Taxes.

10.1 Payment of Taxes. Lessor shall pay the Real Property Taxes,
as defined in Paragraph 10.2, applicable to the shopping Center, and
except as otherwise provided in Paragraph 10.3, any such amounts shall be
included in the calculation of Common Area Operating Expenses in accordance
with the provisions of Paragraph 4.2.

10.2 Real Property Tax Definition. As used herein, the term "Real
Property Taxes" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Shopping Center by any
authority having the direct or indirect power to tax, including any city,
state or federal government, or any school agricultural, sanitary, fire,
street, drainage, or other improvement district thereof, levied-against any
legal or equitable interest of Lessor in the Shopping Center or any portion
thereof, Lessor's right to rent or other income therefrom, and/or Lessor's
business of leasing the Premises. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any increase therein,
imposed by reason of a events occurring, or changes in Applicable Law taking
effect, during the term of this Lease, including, but not limited to, a change
in the ownership of the Shopping Center or in the improvements thereon, the
execution of this Lease, or any modification, amendment or transfer thereof,
and whether or not contemplated by the Parties. In calculating Real Property
Taxes for any calendar year, the Real Property Taxes for any real estate tax
year shall be included in the calculation of Real Property Taxes for such
calendar year based upon the number of days which such calendar year and
tax year have in common.

10.3 Additional Improvements. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records
and work sheets as being caused by additional improvements placed upon the
Shopping Center by other lessees or by Lessor for the exclusive
enjoyment of such other lessees. Notwithstanding Paragraph 10.1 hereof,
Lessee shall, however, pay to Lessor at the time Common Area Operating
Expenses are payable under Paragraph 4.2, the entirety of any increase in
Real Property Taxes it assessed solely by reason of Alterations, Trade
Fixtures or Utility Installations placed upon the Premises by Lessee
or at Lessee's request.

10.4 Joint Assessment. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of
the Real Property Taxes for all of the land and improvements included within
the tax parcel assessed, such proportion to be determined by Lessor from the
respective valuations assigned In the assessor's work sheets or such other
information as may be reasonably available. Lessor's reasonable determination
thereof, in good faith, shall be conclusive.

10.5 Lessee's Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal
property of Lessee contained in the Premises or stored within the
Shopping Center. When possible, Lessee shall cause its Lessee-Owned
Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment and all other personal property to be assessed and billed
separately from the real property of Lessor. If any of Lessee's said
property shall be assessed with Lassoes real property, Lessee shall pay
Lessor the taxes attributable to Lessee's property within ten (10) days
after receipt of a written statement setting forth the taxes applicable to
Lessee's property.

11. Utilities. Lessee shall pay directly for all utilities and services
supplied to the Premises, including, but not limited to, electricity,
telephone, security, gas and cleaning of the Premises, together with any
taxes thereon. If any such utilities or services are not separately metered
to the Premises or separately billed to the Premises, Lessee shall pay to
Lessor a reasonable proportion to be determined by Lessor of all such
charges jointly metered or billed with other premises in the Building, in
the manner and within the time periods set forth in Paragraph 4.2(d).

12. Assignment and Subletting.

12.1 Lessor's Consent Required.

(a) Lessee shall not voluntarily or by operation of law assign, transfer,
mortgage or otherwise transfer or encumber (collectively, 'assign") or
sublet all or any part of Lessee's interest in this Lease or in the Premises
without Lessor's poor written consent given under and subject to the terms
of Paragraph 36.

(b) A change in the control of Lessee shall constitute an assignment
requiring Lassoes consent. The transfer, on a cumulative basis, of
twenty-five percent (25%) or more of the voting control of Lessee shall
constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction, or series of
transactions (by way of merger, sale, acquisition, financing, refinancing,
transfer, leveraged buy-out or otherwise), whether or not a formal
assignment or hypothecation of this Lease or Lessee's assets occurs, which
results or will result in a reduction of the Net Worth of Lessee, as
hereinafter defined, by an amount equal to or greater than twenty-five
percent (25%) of such Net Worth of Lessee as it was represented to Lessor at
the time of full execution and delivery of this Lease or at the time of the
most recent assignment to which Lessor has consented, or as it exists
immediately prior to said transaction or transactions constituting such
reduction, at whichever time said Net Worth of Lessee was or is greater,
shall be considered an assignment of this Lease by Lessee to which Lessor
may reasonably withhold its consent. "Net Worth of Lessee" for purposes of
this Lease shall be the net worth of Lessee (excluding any Guarantors)
established under generally accepted accounting principles consistently
applied.

(d) An assignment or subletting of Lessee's interest in this Lease without
Lessor's specific poor written consent shall, at Lassoes option, be a Default
curable after notice per Paragraph 13.1, or a non-curable Breach without the
necessity of any notice and grace period. If Lessor elects to treat such
unconsented to assignment or subletting as a non-curable Breach, Lessor
shall have the right to either: (i) terminate this Lease, or (ii) upon
thirty (30) days' written notice ("Lessor's Notice"), increase the monthly
Base Rent for the Premises to the greater of the then fair market rental
value of the Premises, as reasonably determined by Lessor, or one hundred
ten percent (110%) of the Base Rent then in affect. Pending determination of
the new new fair market rental

<PAGE>

value, if disputed by Lessee, Lessee shall pay the amount set forth in
Lessor's Notice, with any overpayment credited against the next installments)
of Base Rent coming due, and any underpayment for the period retroactively
to the effective date of the adjustment being due and payable immediately
upon the determination thereof. Further, in the event of such Breach and
rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to the then
fair market value as reasonably determined by Lessor (without the Lease
being considered an encumbrance or any deduction for depreciation or
obsolescence, and considering the Premises at its highest and best use and
in good condition) or one hundred ton percent (110%) of the price previously
in effect, (ii) any index-oriented rental or price adjustment formulas
contained in this Lease shall be adjusted to require that the base index be
determined with reference to the index applicable to the time of such
adjustment, and (iii) any fixed rental adjustments scheduled during the
remainder of the Lease term shall be increased in the same ratio as the new
rental bears to the Base Rent in affect immediately prior the adjustment
specified in Lessor's Notice.

(e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be
limited to compensatory damages and/or injunctive relief.

12.2 Terms and Conditins Applicable to Assignment and Subletting.

(a) Regardless of Lassoes consent, any assignment or subletting shall not
(i) be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease, (ii) release Lessee
of any obligations hereunder, nor (iii) alter the primary liability of
Lessee for the payment of Base Rent and other sums due Lessor hereunder or
for the performance of any other obligations to be performed by Lessee under
this Lease.

(b) Lessor may accept any rent or performance of Lessee's obligations from
any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such
assignment nor the acceptance of any rent for performance shall constitute a
waiver or estoppel of Lessors right to exercise its remedies for the Default
or Breach by Lessee of any of the terms, covenants or conditions of this Lease.

(c) The consent of Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or
to any subsequent or successive assignment or subletting by the assignee or
sublessee. However, Lessor may consent to subsequent sublettings and
assignments of the sublease or any amendments or modifications thereto
without notifying Lessee or anyone else liable under this Lease or the
sublease and without obtaining their consent, and such action shall not
relieve such persons from liability under this Lease or the sublease.

(d) In the event of any Default or Breach of Lessee's obligation under this
Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone
else responsible for the performance of the Lessee's obligations under this
Lease, including any sublessee, without first exhausting Lessors remedies
against any other person or entity responsible therefor to Lessor, or any
security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in
writing, accompanied by Information relevant to Lassoes determination as to
the financial and operational responsibility and appropriateness of the
proposed assignee or sublessee, including, but not limited to, the intended
use and/or required modification of the Premises, if any, together with a
non-refundable deposit of $1,000 or ten percent (10%) of the monthly Base
Rent applicable to the portion of the Premises which is the subject of the
proposed assignment or sublease, whichever is greater, as reasonable
consideration for Lessor's considering and processing the request for
consent. Lessee agrees to provide Lessor with such other or additional
information and/or documentation as may be reasonably requested by Lessor.

(f) Any assignee of, or sublessee, under, this Lease shall, by reason of
accepting such assignment or entering into such sublease, be deemed, for the
benefit of Lessor, to have assumed and agreed to conform and comply with
each and every term, covenant, condition and obligation herein to be
observed or performed by Lessee during the term of said assignment or
sublease, other than such obligations as are contrary to or inconsistent
with provisions of an assignment or sublease to which Lessor has
specifically consented in writing.

(g) The occurrence of a transaction described in Paragraph 12.2(C) shall
give Lessor the right (but not the obligation) to require that the Security
Deposit be increased by an amount equal to six (6) times the then monthly
Base Rent, and Lessor may make the actual receipt by Lessor of the Security
Deposit increase a condition to Lessor's consent to such transaction.

(h) Lessor, as a condition to giving its consent to any assignment or
subletting, may require that the amount and adjustment schedule of the rent
payable under this Lease be adjusted to what is then the market value and/or
adjustment schedule for property similar to the Premises as then
constituted, as determined by Lessor.

12.3 Additional Terms and Conditions Applicable to Subletting. The following
terms and conditions shall apply to any subletting by Lessee of all or any
part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in all rentals and income arising from any sublease of all or a portion of
the Premises heretofore or hereafter made by Lessee, and Lessor may collect
such rent and income and apply same toward Lessee's obligations under this
Lease; provided, however, that until a Breach (as defined in Paragraph 13.1)
shall occur in the performance of Lessee's obligations under this Lease,
Lessee may, except as otherwise provided in this Lease, receive, collect and
enjoy the rents accruing under such sublease. Lessor shall not, by reason of
the foregoing provision or any other assignment of such sublease to Lessor,
nor by reason of the collection of the rents from a sublessee, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with
any of Lessee's obligations to such sublessee under such Sublease. Lessee
hereby irrevocably authorizes and directs any such sublessee, upon receipt
of a written notice from Lessor stating that a Breach exists in the
performance of Lessee's obligations under this Lease, to pay to Lessor the
rents and other charges due and to become due under the sublease. Sublessee
shall rely upon any such statement and request from Lessor and shall pay
such rents and other charges to Lessor without any obligation or right to
inquire as to whether such Breach exists and notwithstanding any notice from
or claim from Lessee to the contrary. Lessee shall have no right or claim
against such sublessee, or, unfit the Breach has been cured, against Lessor,
for any such rents and other charges so paid by said sublessee to Lessor.

(b) In the event of a Breach by Lessee in the performance of its obligations
under this Lease, Lessor, at its option and without any obligation to do so,
may require any sublessee to attorn to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease from the time
of the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior
defaults or breaches of such sublessor under such sublease.

(c) Any matter or thing requiring the consent of the sublessor under a
sublease shall also require the consent of Lessor herein.

(d) No sublessee under a sublease approved by Lessor shall further assign or
sublet all or any part of the Premises without Lessor's prior written
consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach
by Lessee to the sublessee, who shall have the right to cure the Default of
Lessee within the grace period, if any, specified In such notice. The
sublessee shall have a right of reimbursement and offset from and against
Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. Lessor and Lessee agree that if an attorney is
consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $350.00 is a reasonable minimum sum per such
occurrence for legal services and costs in the preparation and service of a
notice of Default, and that Lessor may include the cost of such services and
costs in said notice as rent due and payable to cure said default. A
"Default" by Lessee is defined as a failure by Lessee to observe, comply
with or perform any of the terms, covenants, conditions or rules applicable
to Lessee under this Lease. A "Breach" by Lessee is defined as the
occurrence of any one or more of the following Defaults, and, where a grace
period for cure after notice is specified herein, the failure by Lessee to
cure such Default prior to the expiration of the applicable grace period,
and shall entitle Lessor to pursue the remedies set forth in Paragraphs 13.2
and/or 13.3:

(a) The vacating of the Premises without the intention to reoccupy same, or
the abandonment of the Premises.

(b) Except as expressly otherwise provided in this Lease, the failure by
Lessee to make any payment of Base Rent, Lessee's Share of Common Area
Operating Expenses, or any other monetary payment required to be made by
Lessee hereunder as and when due, the failure by Lessee to provide Lessor
with reasonable evidence of insurance or surety bond required under this
Lease, or the failure of Lessee to fulfill any obligation under this Lease
which endangers or threatens life or property, where such failure continues
for a period of three (3) days following written notice thereof by or on
behalf of Lessor to Lessee.

(c) Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (in
duly executed original form, if applicable) of (i) compliance with
Applicable Requirements per Paragraph 6.3, (ii) the inspection, maintenance
and service contracts required under Paragraph 7.1(b). (iii) the rescission
of an unauthorized assignment or subletting per Paragraph 12.1, (iv) a
Tenancy Statement per Paragraphs 16 or 37, (v) the subordination or
non-subordination of this Lease per Paragraph 30, (vi) the guaranty of the
performance of Lessee's obligations under this Lease if required under
Paragraphs 1.11 and 37, (vii) the execution of any document requested under
Paragraph 42 (easements), or (viii) any other documentation or information
which Lessor may reasonably require of Lessee under the terms of this Lease,
where any such failure continues for a period of

<PAGE>

ten (10) days following written notice by or on behalf of Lessor to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or provisions
of this Lease, or of the rules adopted under Paragraph 40 hereof that are to
be observed, complied with or performed by Lessee, other than those
described in Subparagraphs 13.1 (a), (b) or (c), above, where such Default
continues for a period of thirty (30) days after written notice thereof by
or on behalf of Lessor to Lessee; provided, however, that if the nature of
Lessee's Default is such that more than thirty (30) days are reasonably
required for its cure, then it shall not be deemed to be a Breach of this
Lease by Lessee if Lessee commences such cure within said thirty (30) day
period and thereafter diligently prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making by Lessee
of any general arrangement or assignment for the benefit of creditors; (ii)
Lessee's becoming a "debtor" as defined in 11 U.S. Code Section 101 or any
successor statute thereto (unless, in the case of a petition filed against
Lessee, the same is dismissed within sixty (60) days); (iii) the appointment
of a trustee or receiver to take possession of substantially all of Lessee's
assets located at the Premises or of Lessee's interest in this Lease, where
possession is not restored to Lessee within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this
Lease, where such seizure Is not discharged within thirty (30) days;
provided, however, in the event that any provision of this Subparagraph 13.1
(a) is contrary to any applicable law, such provision shall be of no force
or effect, and shall not affect the validity of the remaining provisions.

(f) The discovery by Lessor that any financial statement of Lessee or of any
Guarantor, given to Lessor by Lessee or any Guarantor, was materially false.

(g) If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a
Guarantor's liability with respect to this Lease other than in accordance
with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or
the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the
guaranty, or (v) a Guarantors breach of its guaranty obligation on an
anticipatory breach basis, and Lessee's failure, within sixty (60) days
following written notice by or on behalf of Lessor to Lessee of any such
event, to provide Lessor with written alternative assurances of security,
which, when coupled with the then existing resources of Lessee, equals or
exceeds the combined financial resources of Lessee and the Guarantors that
existed at the time of execution of this Lease.

13.2 Remedies. If Lessee falls to perform any affirmative duty or obligation
of Lessee under this Lease, within ten (10) days after written notice to
Lessee (or in case of an emergency, without notice), Lessor may at its
option (but without obligation to do so), perform such duty or obligation on
Lessee's behalf, including, but not limited to, the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals. The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee to Lessor upon invoice therefor. If any check
given to Lessor by Lessee shall not be honored by the bank upon which it is
drawn, Lessor, at its own option, may require all future payments to be made
under this Lease by Lessee to be made only by cashier's check. In the event
of a Breach of this Lease by Lessee (as defined in Paragraph 13.1), with or
without further notice or demand, and without limiting Lessor in the
exercise of any right or remedy which Lessor may have by reason of such
Breach, Lessor may:

(a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In
such event Lessor shall be entitled to Recover from Lessee: (i) The Worth at
the time of the award of the unpaid rent which had been earned at the time
of termination; (ii) the worth at the time of award of the amount by which
the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that the Lessee proves
could have been reasonably avoided; (iii) the worth at the time of award of
the amount by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of such rental loss that the Lessee proves
could be reasonably avoided; and (iv) any other amount necessary to
compensate Lessor for all the detriment proximately caused by the Lessee's
failure to perform its obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom, including, but not
limited to, the cost of recovering possession of the Premises, expenses of
reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and that portion of any leasing commission paid
by Lessor in connection with this Lease applicable to the unexpired term of
this Lease. The worth at the time of award of the amount referred to in
provision (iii) of the immediately preceding sentence shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco or the Federal Reserve Bank district in which the Premises are
located at the time of award plus one percent (1%). Efforts by Lessor to
mitigate damages caused by Lessee's Default or Breach of this Lease shall
not waive Lessor's right to recover damages under this Paragraph 13.2. If
termination of this Lease Is obtained through the provisional remedy of
unlawful detainer, Lessor shall have the right to recover in such proceeding
the unpaid rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part thereof in a separate stilt for
such rent and/or damages. If a notice and grace period required under
Subparagraphs 13. 1 (b), (c) or (d) was not previously given, a notice to
pay rent or quit, or to perform or quit, as the case may be, given to Lessee
under any statute authorizing the forfeiture of leases for unlawful detainer
shall also constitute the applicable notice for grace period purposes
required by Subparagraph 13.1(b), (c) or (d). In such case, the applicable
grace period under the unlawful detainer statute shall run concurrently
after the one such statutory notice, and the failure of Lessee to cure the
Default within the greater of the two (2) such grace periods shall
constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee's right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach
and recover the rent as it becomes due, provided Lessee has the right to
sublet or assign, subject only to reasonable limitations. Lessor and Lessee
agree that the limitations on assignment and subletting in this Lease are
reasonable. Acts of maintenance or preservation, efforts to relet the
Premises, or the appointment of a receiver to protect the Lessor's interest
under this Lease, shall not constitute a termination of the Lessee's right
to possession.

(C) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decisions of the state wherein the Premises are located.

(d) The expiration or termination of this Lease and/or the termination of
Lessee's fight to possession shall not relieve Lessee from liability under
any indemnity provisions of this Lease as to matters occurring or accruing
during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture in Event of Breach. Any agreement by Lessor for
free or abated rent or other charges applicable to the Premises, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus,
Inducement or consideration for Lessee's entering Into this Lease, all of
which concessions are hereinafter referred to as "Inducement Provisions"
shall be deemed conditioned upon Lessee's full and faithful performance of
all of the terms, covenants and conditions of this Lease to be performed or
observed by Lessee during the term hereof as the same may be extended. Upon
the occurrence of a Breach (as defined in Paragraph 13.1) of this Lease by
Lessee, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other
charge, bonus, inducement or consideration theretofore abated, given or paid
by Lessor under such an Inducement Provision shall be immediately due and
payable by Lessee to Lessor, and recoverable by Lessor, as additional rent
due under this Lease, notwithstanding any subsequent cure of said Breach by
Lessee. The acceptance by Lessor of rent or the cure of the Breach which
Initiated the operation of this Paragraph 13.3 shall not be deemed a waiver
by Lessor of the provisions of this Paragraph 13.3 unless specifically so
stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee to
Lessor of rent and other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed
upon Lessor by the terms of any ground lease, mortgage or deed of trust
covering the Promises. Accordingly, if any installment of rent or other sum
due from Lessee shall not be received by Lessor or Lassoes designee within
ten (10) days after such amount shall be due, then, without any requirement
for notice to Lessee, Lessee shall pay to Lessor a late charge equal to six
percent (6%) of such overdue amount. The Parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Lessor will
Incur by reason of late payment by Lessee. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's Default or Breach
with respect to such overdue amount, nor prevent Lessor from exercising any
of the other rights and remedies granted hereunder. In the event that a late
charge is payable hereunder, whether or not collected, for three (3)
consecutive installments of Base Rent, then notwithstanding Paragraph 4.1 or
any other provision of this Lease to the contrary, Base Rent shall, at
Lessor's option, become due and payable quarterly in advance.

13.5 Breach by Lessor. Lessor shall not be deemed in breach of this Lease
unless Lessor falls within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after
receipt by Lessor, and by any Lender(s) whose name and address shall have
been furnished to Lessee in writing for such purpose, of written notice
specifying wherein such obligation of Lessor has not been performed;
provided, however, that if the nature of Lessors obligation is such that
more than thirty (30) days after such notice are reasonably required for its
performance, then Lessor shall not be in breach of this Lease if performance
is commenced within such thirty (30) day period and thereafter diligently
pursued to completion.

14. Condemnation. If the Premises or any portion Thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said
(all of which are herein called "condemnation"), this Lease shall terminate
as to the part so taken as of the date, the condemning authority takes title or

<PAGE>

possession, whichever first occurs. If more than ten percent (10%) of the
floor area of the Premises, or more than twenty-five percent (25%) of the
portion of the Common Areas designated for Lessee's parking, is taken by
condemnation, Lessee may, at Lessee's option, to be exercised in writing
within ten (10) days after Lessor shall have given Lessee written notice of
such taking (or in the absence of such notice, within ten (10) days after
the condemning authority shall have taken possession) terminate this Lease
as of the date the condemning authority takes such possession. If Lessee
does not terminate this Lease in accordance with the foregoing, this Lease
shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent shall be reduced in the same proportion
as the rentable floor area of the Premises taken bears to the total rentable
floor area of the Premises. No reduction of Base Rent shall occur if the
condemnation does not apply to any portion of the Premises. Any award for the
taking of all or any part of the Premises under the power of eminent domain
or any payment made under threat of the exercise of such power shall be the
property of Lessor, whether such award shall be made as compensation for
diminution of value of the leasehold or for the taking of the fee, or as
severance damages; provided, however, that Lessee shall be entitled to any
compensation, separately awarded to Lessee for Lessee's relocation expenses
and/or loss of Lessee's Trade Fixtures. In the event that this Lease is not
terminated by reason of such condemnation, Lessor shall to the extent of its
not severance damages received, over and above Lessee's share of the legal and
other expenses incurred by Lessor in the condemnation matter, repair any damage
to the Premises caused by such condemnation authority. Lessee shall be
responsible for the payment of any amount In excess of such net severance
damages required to complete such repair.

15. Brokers' Fees

15.1 Procuring Cause. The Broker(s) named in Paragraph 1. 10 is/are the
procuring cause of this Lease.

15.2 Additional Terms. Unless Lessor and Broker(s) have otherwise agreed in
writing, Lessor agrees that: (a) if Lessee exercises any Option (as defined
in Paragraph 39.1) granted under this Lease or any Option subsequently
granted, or (b) if Lessee acquires any rights to the Premises or other
premises in which Lessor has an interest, or (c) if Lessee remains in
possession of the Premises with the consent of Lessor after the expiration
of the term of this Lease after having failed to exercise an Option, or (d)
if said Brokers are the procuring cause of any other lease or sale entered
into between the Parties pertaining to the Premises and/or any adjacent
property in which Lessor has an interest, or (a) if Base Rent is increased,
whether by agreement or operation of an escalation clause herein, then as to
any of said transactions, Lessor shall pay said Broker(s) a fee in
accordance with the schedule of said Broker(s) in effect at the time of the
execution of this Lease.

15.3 Assumption of Obligations. Any buyer or transferee of Lessors interest
in this Lease, whether such transfer is by agreement or by operation of law,
shall be deemed to have assumed Lessor's obligation under this Paragraph 15.
Each Broker shall be an intended third party beneficiary of the provisions
of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in
any commission arising from this Lease and may enforce that right directly
against Lessor and its successors.

15.4 Representations and Warranties. Lessee and Lessor each represent and
warrant to the other that it has had no dealings with any person, firm,
broker or finder other than as named in Paragraph 1.10(a) in connection with
the negotiation of this Lease and/or the consummation of the transaction
contemplated hereby, and that no broker or other person, firm or entity
other than said named Broker(s) is entitled to any commission or finders fee
in connection with said transaction. Lessee and Lessor do each hereby agree
to indemnify, protect, defend and hold the other harmless from and against
liability for compensation or charges which may be claimed by any such
unnamed broker, finder or other similar party by reason of any dealings or
actions of the indemnifying Party, including any costs, expenses, and/or
attorneys' fees reasonably incurred with respect thereto.

16. Tenancy and Financial Statements.

16.1 Tenancy Statement. Each Party (as "Responding Party") shall within ten
(10) days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver to the Requesting Party a statement in
writing in a form similar to the then most current "Tenancy Statement" form
published by the American Industrial Real Estate Association, plus such
additional information, confirmation and/or statements as may be reasonably
requested by the Requesting Party.

16.2 Financial Statement. If Lessor desires to finance, refinance, or sell
the Premises or the Building, or any part thereof, Lessee and all Guarantors
shall deliver to any potential lender or purchaser designated by Lessor such
financial statements of Lessee and such Guarantors as may be reasonably
required by such lender or purchaser, including, but not limited to,
Lessee's financial statements for the past three (3) years. All such
financial statements shall be received by Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set
forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises. In
the event of a transfer of Lassoes title or interest In the Premises or in
this Lease, Lessor shall deliver to the transferee or assignee (in cash or
by credit) any unused Security Deposit held by Lessor at the time of such
transfer or assignment. Except as provided In Paragraph 15.3, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid,
the prior Lessor shall be relieved of all liability with respect to the
obligations and/or covenants under this Lease thereafter to be performed by
the Lessor. Subject to the foregoing, the obligations and/or covenants in
this Lease to be performed by the Lessor shall be binding only upon the
Lessor as hereinabove defined.

18. Severability. The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

19. Interest on Past-Due Obligations. Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within ten (10)
days following the date on which it was due, shall bear interest from the
date due at the prime rate charged by the largest state chartered bank in
the state in which the Premises are located plus four percent (4%) per
annum, but not exceeding the maximum rate allowed by law, in addition to the
potential late charge provided for in Paragraph 13.4.

20. Time of Essence. Time is of the essence with respect to the performance
of all obligations to be performed or observed by the Parties under this Lease.

21. Rent Defined. All monetary obligations of Lessee to Lessor under the
terms of this Lease are deemed to be rent.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein,
and no other prior or contemporaneous agreement or understanding shall be
effective. Lessor and Lessee each represents and warrants to the Brokers
that it has made, and is relying solely upon, its own investigation as to
the nature, quality, character and financial responsibility of the other
Party to this Lease and as to the nature, quality and character of the
Premises. Brokers have no responsibility with respect thereto or with
respect to any default or breach hereof by either Party. Each Broker shall
be an intended third party beneficiary of the provisions of this Paragraph 22.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease
shall be in writing and may be delivered In person (by hand or by messenger
or courier service) or may be sent by regular, certified or registered mail
or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile
transmission during normal business hours, and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 23. The addresses
noted adjacent to a Party's signature on this Lease shall be that Party's
address for delivery or mailing of notice purposes. Either Party may by
written notice to the other specify a different address for notice purposes,
except that upon Lessee's taking possession of the Premises, the Premises
shall constitute Lessee's address for the purpose of mailing or delivering
notices to Lessee. A copy of all notices required or permitted to be given
to Lessor hereunder shall be concurrently transmitted to such party or
parties at such addresses as Lessor may from time to time hereafter
designate by written notice to Lessee.

23.2 Date of Notice. Any notice sent by registered or certified mail, return
receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If
sent by regular mail, the notice shall be deemed given forty-eight (48)
hours after the same is addressed as required herein and mailed with postage
prepaid. Notices delivered by United States Express Mail or overnight
courier that guarantees next day delivery shall be deemed given twenty-four
(24) hours after delivery of the same to the United States Postal Service or
courier. If any notice is transmitted by facsimile transmission or similar
means, the same shall be deemed served or delivered upon telephone or
facsimile confirmation of receipt of the transmission thereof, provided a
copy is also delivered via delivery or mail. If notice is received on a
Saturday or a Sunday or a legal holiday, it shall be deemed received on the
next business day.

<PAGE>

24. Waivers. No waiver by Lessor of the Default or Breach of any term,
covenant or condition hereof by Lessee, shall be deemed a waiver of any
other term, covenant or condition hereof, or of any subsequent Default or
Breach by Lessee of the same or any other term, covenant or condition
hereof. Lessors consent to, or approval of, any such act shall not be deemed
to render unnecessary the obtaining of Lessors consent to, or approval of,
any subsequent or similar act by Lessee, or be construed as the basis of an
estoppel to enforce the provision or provisions of this Lease requiring such
consent. Regardless of Lessor's knowledge of a Default or Breach at the time
of accepting rent, the acceptance of rent by Lessor shall not be a waiver of
any Default or Breach by Lessee of any provision hereof. Any payment given
Lessor by Lessee may be accepted by Lessor on account of monies or damages
due Lessor, notwithstanding any qualifying statements or conditions made by
Lessee in connection therewith, which such statements and/or conditions
shall be of no force or effect whatsoever unless specifically agreed to in
writing by Lessor at or before the time of deposit of such payment.

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of
this Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26. No Right to Hold. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease. In the event that Lessee holds over in violation of this
Paragraph 26 then the Base Rent payable from and after the time of the
expiration or earlier termination of this Lease shall be increased to two
hundred percent (200%) of the Base Rent applicable during the month
immediately preceding such expiration or earlier termination. Nothing
contained herein shall be construed as a consent by Lessor to any holding
over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.

28. Covenants and Conditions. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the
Parties, their personal representatives, successors and assigns and be
governed by the laws of the state in which the Premises are located. Any
litigation between the Parties hereto concerning this Lease shall be
initiated in the county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "Security Device"),
now or hereafter placed by Lessor upon the real property of which the
Premises are a part, to any and all advances made on the security thereof,
and to all renewals, modifications, consolidations, replacements and
extensions thereof. Lessee agrees that the Lenders holding any such Security
Device shall have no duty, liability or obligation to perform any of the
obligations of Lessor under this Lease, but that in the event of Lessor's
default with respect to any such obligation, Lessee will give any Lender
whose name and address have been furnished Lessee in writing for such purpose
notice of Lessor's default pursuant to Paragraph 13.5. if any Lender shall
elect to have this Lease and/or any Option granted hereby superior to the lien
of its Security Device and shall give written notice thereof to Lessee, this
Lease and such Options shall be deemed prior to such Security Device,
notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device,
and that in the event of such foreclosure, such new owner shall hot: (i) be
liable for any act or omission of any prior lessor or with respect to events
occurring prior to acquisition of ownership, (ii) be subject to any offsets
or defenses which Lessee might have against any prior lessor, or (iii) be
bound by prepayment of more than one (1) month's rent.

30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this
Lease shelf be subject to receiving assurance (a "non-disturbance
agreement") from the Lender that Lessee's possession and this Lease,
including any options to extend the term hereof, will not be disturbed so
long as Lessee is not in Breach hereof and attorns to the record owner of
the Premises.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be
effective without the execution of any further documents; provided, however,
that upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any
such subordination or non-subordination, attornment and/or non-disturbance
agreement as is provided for herein.

31. Attorneys' Fees. If any Party or Broker brings an action or proceeding
to enforce the terms hereof or declare rights hereunder, the Prevailing
Party (as hereafter defined) in any such proceeding, action, or appeal
thereon, shall be entitled to reasonable attorneys' fees. Such fees may be
awarded in the same suit or recovered in a separate suit, whether or not
such action or proceeding is pursued to decision or judgment. The term
"Prevailing Party" shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be,
whether by compromise, settlement, judgment, or the abandonment by the other
Party or Broker of its claim or defense. The attorneys' fee award shall not
be computed in accordance with any court fee schedule, but shall be such as
to fully reimburse all attorneys' fees reasonably incurred. Lessor shall be
entitled to attorneys' fees, costs and expenses incurred in preparation and
service of notices of Default and consultations in connection therewith,
whether or not a legal action is subsequently commenced in connection with
such Default or resulting Breach. Broker(s) shall be intended third party
beneficiaries of this Paragraph 31.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessors agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the
same to prospective purchasers, lenders, or lessees, and making such
alterations, repairs, improvements or additions to the Premises or to the
Building, as Lessor may reasonably deem necessary. Lessor may at any time
place on or about the Premises or Building any ordinary "For Sale" signs and
Lessor may at any time during the last one hundred eighty (180) days of the
term hereof place on or about the Premises any ordinary "For Lease" signs.
Ail such activities of Lessor shall be without abatement of Rent or
liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first
having obtained Lassoes prior written consent. Notwithstanding anything to
the contrary in this Lease, Lessor shall not be obligated to exercise any
standard of reasonableness in determining whether to grant such consent.

34. Signs. Lessee shall not place any sign upon the exterior of the Premises
or the Building, except that Lessee may, with Lessors prior written consent,
install (but not on the roof) such signs as are reasonably required to
advertise Lessee's own business so long as such signs are in a location
designated by Lessor and comply with Applicable Requirements and the signage
criteria established for the Shopping Center by Lessor. The installation of any
sign on the Premises by or for Lessee shall be subject to the provisions of
Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade Fixtures and
Alterations). Unless otherwise expressly agreed herein, Lessor reserves all
rights to the use of the roof of the Building, and the right to install
advertising signs on the Building, including the roof, which do not
unreasonably interfere with the conduct of Lessee's business; Lessor shall
be entitled to all revenues from such advertising signs.

35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for
Breach by Lessee, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, Lessor shall, in the event of any
such surrender, termination or cancellation, have the option to continue any
one or all of any existing subtenancies. Lessor's failure within ten (10)
days following any such event to make a written election to the contrary by
written notice to the holder of any such lesser interest, shall constitute
Lessors election to have such event constitute the termination of such
interest.

36. Consents.

(a) Except for Paragraph 33 hereof (Auctions) or as otherwise provided
herein, wherever in this Lease the consent of a Party is required to an act
by or for the other Party, such consent shall not be unreasonably withheld
or delayed. Lessors actual reasonable costs and expenses (including, but hot
limited to, architects', attorneys', engineers' and other consultants' fees)
incurred in the consideration of, or response to, a request by Lessee for any
Lessor

<PAGE>

consent pertaining to this Lease or the Premises, including, but not limited
to, consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, shall be paid by Lessee to Lessor upon receipt of an
invoice and supporting documentation therefor. In addition to the deposit
described in Paragraph 12.2(e), Lessor may, as a condition to considering
any such request by Lessee, require that Lessee deposit with Lessor an
amount of money (in addition to the Security Deposit held under Paragraph 5)
reasonably calculated by Lessor to represent the cost Lessor will incur in
considering and responding to Lessee's request. Any unused portion of said
deposit shall be refunded to Lessee without interest. Lessor's consent to any
act, assignment of this Lease or subletting of the Premises by Lessee shall
not constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing
Default or Breach, except as may be otherwise specifically stated In writing
by Lessor at the time of such consent.

(b) All conditions to Lessor's consent authorized by this Lease are
acknowledged by Lessee as being reasonable. The failure to specify herein
any particular condition to Lessor's consent shall not preclude the
impositions by Lessor at the time of consent of such further or other
conditions as are then reasonable with reference to the particular matter
for which consent is being given.

37. Guarantor.

37.1 Form of Guaranity. If there are to be any Guarantors of this Lease per
Paragraph 1.11. the form of the guaranty to be executed by each such
Guarantor shall be in the form most recently published by the American
Industrial Real Estate Association, and each such Guarantor shall have the
same obligations as Lessee under this Lease, including, but not limited to.
the obligation to provide the Tenancy Statement and information required in
Paragraph 16.

37.2 Additional Obligations of Guarantor. It shall constitute a Default of
the Lessee under this Lease if any such Guarantor fails or refuses, upon
reasonable request by Lessor to give: (a) evidence of the due execution of
the guaranty called for by this Lease. including the authority of the
Guarantor (and of the party signing on Guarantor's behalf) to obligate such
Guarantor on said guaranty, and resolution of its board of directors
authorizing the making of such guaranty, together with a certificate of
incumbency showing the signatures of the persons authorized to sign on its
behalf, (b) current financial statements of Guarantor as may from time to
time be requested by Lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

38. Quiet Possession. Upon payment by Lessee of the Rent for the Premises
and the performance of all of the covenants, conditions and provisions on
Lessees part to be observed and performed under this Lease, Lessee shall
have quiet possession of the Premises for the entire term hereof subject to
all of the provisions of this Lease.

39. Options.

39.1 Definition. As used in this Lease, the word "Option" has the following
meaning: (a) the right to extend the term of this Lease or to renew this
Lease or to extend or renew any lease that Lessee has on other property of
Lessor; (b) the right of first refusal to lease the Premises or the right of
first offer to lease the Premises or the right of first refusal to lease
other property of Lessor or the right of first offer to lease other property
of Lessor; (c) the right to purchase the Premises, or the right of first
refusal to purchase the Premises, or the right of first offer to purchase
the Premises, or the right to purchase other property of Lessor, or the
right of first refusal to purchase other property of Lessor, or the right of
first offer to purchase other property of Lessor.

39.2 Options Personal to Original Lessee. Each Option granted to Lessee in
this Lease is personal to the original Lessee named in Paragraph 1.1 hereof,
and cannot be voluntarily or involuntarily assigned or exercised by any
person or entity other than said original Lessee while the original Losses
is in full and actual possession of the Premises and without the intention
of thereafter assigning or subletting. The Options, if any, herein granted
to Lessee are not assignable, either as a part of an assignment of this
Lease or separately or apart therefrom, and no Option may be separated from
this Lease in any manner, by reservation or otherwise.

39.3 Multiple Options. In the event that Lessee has any multiple Options to
extend or renew this Lease, a later option cannot be exercised unless the
prior Options to extend or renew this Lease have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise an Option, notwithstanding any
provision in the grant of Option to the contrary: (i) during the period
commencing with the giving of any notice of Default under Paragraph 13.1 and
continuing until the noticed Default is cured, or (ii) during the period of
time any monetary obligation due Lessor from Lessee is unpaid (without
regard to whether notice thereof is given Lessee), or (iii) during the time
Lessee is in Breach of this Lease, or (iv) in the event that Lessor has
given to Lessee three (3) or more notices of separate Default under
Paragraph 13.1 during the twelve (12) month period immediately preceding the
exercise of the Option, whether or not the Defaults are cured.

(b) The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of Paragraph 39.4(a).

(c) All rights of Lessee under the provisions of an Option shall terminate
and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term
of this Lease, (i) Lessee falls to pay to Lessor a monetary obligation of
Lessee for a period of thirty (30) days after such obligation becomes due
(without any necessity of Lessor to give notice thereof to Lessee), or (ii)
Lessor gives to Lessee three (3) or more notices of separate Defaults under
Paragraph 13.1 during any twelve (12) month period, whether or not the
Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40. Rules and Regulations. Lessee agrees that it will abide by, and keep and
observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor may make from time to time for the management, safety, care, and
cleanliness of the grounds, the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other
occupants or tenants of the Building and the Shopping Center and their
invitees.

41. Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other
security measures, and that Lessor shall have no obligation whatsoever to
provide same. Lessee assumes all responsibility for the protection of the
Promises, Lessee, its agents and invitees and their property from the acts
of third parties.

42. Reservations. Lessor reserves the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements, rights of way,
utility raceways, and dedications that Lessor deems necessary, and to cause
the recordation of parcel maps and restrictions, so long as such easements,
rights of way, utility raceways, dedications, maps and restrictions do not
reasonably interfere with the use of the Premises by Lessee. Lessee agrees
to sign any documents reasonably requested by Lessor to effectuate any such
easement rights, dedication, map or restrictions.

43. Performance Under Protest. If at any time a dispute shall arise as to
any amount or sum of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such
payment shall not be regarded as a voluntary payment and there shall survive
the right on the part of said Party to institute suit for recovery of such
sum. If it shall be adjudged that there was no legal obligation on the part
of said Party to pay such sum or any part thereof, said Party Shall be
entitled to recover such sum or so much thereof as it was not legally
required to pay under the provisions of this Lease.

44. Authority. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute
and deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45. Conflict. Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.

46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's
agent or Lessee's agent and submission of same to Lessee or Lessor shall not
be deemed an offer to lease. This Lease is not intended to be binding until
executed and delivered by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. The Parties shall amend
this to time to reflect any adjustments that are made to the Base Rent or
other rent payable under this Lease. As long as they do not materially

<PAGE>

change Lessee's obligations hereunder, Lessee agrees to make such reasonable
non-monetary modifications to this Lease as may be reasonably required by an
institutional insurance company or pension plan Lender in connection with
the obtaining of normal financing or refinancing of the property of which
the Premises are a part.

48. Multiple Parties. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or
Lessee.

49. Upon receipt of an invoice(s) from Lessee confirming tenant improvements
to the demised premises totaling at least $2,500.00, Lessor shall issue a
credit to Lessee's account in the amount of $715.00.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,
AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.

IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S
REVIEW AND APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE
CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND
STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION
13 MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE
ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE. IF THE SUBJECT PROPERTY IS IN A STATE OTHER THAN CALIFORNIA, AN
ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED.

The Parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

Executed at: Los Angeles, California Executed at: Los Angeles California
on: May 1, 1999 on: May 1, 1999

By LESSOR: By: LESSEE:
Yamamoto Enterprises, Inc. Internet Golf Assoication, Inc., a
By: Joy Realty, Inc., Authorized Agent Nevada corporation

By: /s/Stan K. Kure By: /s/ Vincent C. Castagnola
Name Printed: Stan K. Kure Name Printed: Vincent C. Castagnola

Title: President Title: Chief Executive Officer

By: /s/Stan K. Kure By: /s/Phillip K. Roberts
Name Printed: Stan K. Kure Name Printed: Phillip K. Roberts

Title: Secretary Title: Chief Financial Officer

Address: 1611 Beverly Boulevard, Address: 24921 Dana Point Harbor
Suite 105, Los Angeles, California Drive, Suite 200, Dana Point,
90026 California 92629

Telephone: (213) 250-4000 Telephone: (949) 443-2350
Facsimile: (213) 250-3069 Facsimile: (949) 493-5124

Personal Information of all Lease Guarantors:

Vincent C. Castagnola
Home Address: 32771 Jonathan Circle
Dana Point, CA 92629
Home Telephone: (949) 443-2969
S.S. Number: ###-##-####

Phillip K. Roberts
Home Address: 525 E. Seaside Way, #507
Long Beach, CA 90802
Home Telephone: (562) 437-5054
S.S. Number: ###-##-####

Kirk J. Zomzamzow
Home Address: 105 Via Toluca
San Clemente, CA 92672
Home Telephone: (949) 492-4777
S.S. Number: ###-##-####

<PAGE>

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
GUARANTY OF LEASE

WHEREAS, Yamamoto Enterprises, Inc., hereinafter "Lessor", and Internet
Golf Association, Inc. , a Nevada Corporation hereinafter "Lessee", are about
to execute a document entitled "Lease" dated May 1, 1999 concerning the
premises commonly known as The Pavilion at Lantern Bay wherein Lessor will
lease the premises to Lessee, and

WHEREAS, Vincent C. Castagnola, Phillip K. Roberts and Kirk J. Zomzamzow
hereinafter "Guarantors" have a financial interest in Lessee, and

WHEREAS, Lessor would not execute the Lease if Guarantors did not execute
and deliver to Lessor this Guarantee of Lease.

NOW THEREFORE, in consideration of the execution of the foregoing Lease by
Lessor and as a material inducement to Lessor to execute said Lease,
Guarantors hereby jointly, severally, unconditionally and irrevocably
guarantee the prompt payment by Lessee of all rents and all other sums
payable by Lessee under said Lease and the faithful and prompt performance
by Lessee of each and every one of the terms, conditions and covenants of
said Lease to be kept and performed by Lessee.

It is specifically agreed that the terms of the foregoing Lease may be
modified by agreement between Lessor and Lessee, or by a course of conduct,
and said Lease may be assigned by Lessor or any assignee of Lessor without
consent or notice to Guarantors and that this Guaranty shall guarantee the
performance of said Lease as so modified.

This Guaranty shall not be released, modified or affected by the failure or
delay on the part of Lessor to enforce any of the rights or remedies of the
Lessor under said Lease, whether pursuant to the terms thereof or at law or
in equity.

No notice of default need be given to Guarantors, it being specifically
agreed that the guarantee of the undersigned is a continuing guarantee under
which Lessor may proceed immediately against Lessee and/or against
Guarantors following any breach or default by Lessee or for the enforcement
of any rights which Lessor may have as against Lessee under the terms of the
Lease or at law or in equity.

Lessor shall have the right to proceed against Guarantors hereunder
following any breach or default by Lessee without first proceeding against
Lessee and without previous notice to or demand upon either Lessee or
Guarantors.

Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b)
demand of payment, presentation and protest, (c) all right to assert or
plead any statute of limitations relating to this Guaranty or the Lease, (d)
any right to require the Lessor to proceed against the Lessee or any other
Guarantor or any other person or entity, liable to Lessor, (a) any right to
require Lessor to apply to any default any security deposit or other
security it may hold under the Lease, (f) any right to require Lessor to
proceed under any other remedy Lessor may have before proceeding against
Guarantors, (g) any right of subrogation,

Guarantors do hereby subrogate all existing or future indebtedness of Lessee
to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

If a Guarantor is married, such Guarantor expressly agrees that recourse may
be had against his or her separate property for all of the obligations
hereunder.

The obligations of Lessee under the Lease to execute and deliver estoppel
statements and financial statements, as therein provided, shall be deemed to
also require the Guarantors hereunder to do and provide the same.

The term "Lessor" refers to and means the Lessor named in the Lease and also
Lassoes successors and assigns. So long as Lessor's interest in
the Lease, the leased premises or the rents, issues and profits therefrom,
are subject to any mortgage or deed of trust or assignment for security, no
acquisition by Guarantors of the Lassoes interest shall affect the
continuing obligation of Guarantors under this Guaranty which shall
nevertheless continue in full force and effect for the benefit of the
mortgagee, beneficiary, trustee or assignee under, such mortgage, deed of
trust or assignment and their successors and assigns.

The term "Lessee" refers to and means the Lessee named in the Lease and also
Lessee's successors and assigns.

In the event any action be brought by said Lessor against Guarantors
hereunder to enforce the obligation of Guarantors hereunder, the
unsuccessful party in such action shall pay to the prevailing party
therein a reasonable attorney's fee which shall be fixed by the court.

If this Form has been filled in, it has been prepared for submission to your
attorney for his approval. No representation or recommendation is made by the
American Industrial Real Estate Association, the real estate broker or
its agents or employees as to the legal sufficiency, legal effect, or tax
consequences of this Form or the transaction relating thereto.

Executed at: Los Angeles, California /s/Vincent C. Castagnola
on May 1, 1999 Vincent C. Castagnola
Address: 1611 Beverly Boulevard, /s/Phillip K. Roberts
Suite 105, Los Angeles, California Phillip K. Roberts
90026 /s/Kirk J. Zomzamzow
Kirk J. Zomzamzow

"GUARANTORS"

FINDERS FEE AGREEMENT

THIS AGREEMENT (this "Agreement") is made and entered into
as of May 19, 1999 by and between Internet Golf Association, Inc., a
Nevada corporation ("IGA"), and Internet Golf Advertising Corp.
("Finder").

RECITALS

A. IGA is currently seeking financing pursuant to a
private placement (the "Financing");

B. Finder desires to assist IGA, and IGA desires
Finder's assistance, in the location of Financing upon the terms and
conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Private Placement Financing. IGA hereby agrees to
compensate Finder by paying a cash finders fee equal to ten percent
(10%) of the amount (the "Compensation") for Financing attributable
to introductions provided by Finder in accordance with the
provisions of this Agreement. The Compensation due hereunder shall
be paid to Finder on the closing date with respect to introductions
provided by Finder.

2. Representations and Warranties of Finder. Finder
represents and warrants to and agrees with IGA that:

(a) This Agreement has been duly authorized, executed and
delivered by Finder. This Agreement constitutes the valid, legal
and binding obligation of Finder, enforceable in accordance with its
terms, except as rights to indemnity hereunder may be limited by
applicable federal or state securities laws, and except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights
generally; and

(b) The consummation of the transactions contemplated
hereby will not result in any breach of the terms or conditions of,
or constitute a default under, any agreement or other instrument to
which Finder is party, or violate any order, applicable to Finder,
of any court or federal or state regulatory body or administrative
agency having jurisdiction over Finder or over any of its property,
and will not conflict with or violate the terms of Finder's current
employment.

(c) Finder acknowledges that potential investors must meet
certain suitability standards and that IGA has the unqualified right
to refuse any investor and/or investment at its discretion. Finder
will be entitled to Compensation only for investors and/or
investments which are accepted by IGA and subsequently consummated.

<PAGE>

3. Representation, Warranties, Covenants and Agreements
of IGA. IGA represents, warrants, covenants to and agrees with
Finder that:

(a) This Agreement has been duly authorized, and executed
by IGA. This Agreement constitutes the valid, legal and binding
obligation of IGA, enforceable in accordance with its terms, except
as rights to indemnity hereunder may be limited by applicable
federal or state securities laws, except in each case as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.

(b) During the course and in the context of any offering
in connection with the Financing, IGA will not make any untrue
statements of material fact or omit to state a material fact
necessary in order to make any statement, in light of the
circumstances under which it is made, not misleading.

(c) There is not now pending or, to the knowledge of IGA,
threatened, any action, suit or proceeding to which IGA is a party
before or by any court or governmental agency or body which might
result in a material adverse change in the financial condition of
IGA. The performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in a breach of the
terms or conditions of, or constitute a default under, any statute,
indenture, mortgage or other material Agreement or instrument to
which IGA is a party, or violate any order, applicable to IGA, or
governmental agency having jurisdiction over IGA or over any of his
property.

4. Parties. This Agreement shall inure to the benefit
of and be binding upon IGA and Finder, and their respective
affiliates, officers, directors, registered representatives,
employees and persons who control or are under the control of IGA
and Finder and their respective successors and assigns, and no other
person shall acquire or have any right by virtue of this Agreement.

5. Attorney's Fees. If either party fails to perform
any of its obligations hereunder, or if a dispute arises concerning
the meaning of interpretation of any provision of this Agreement,
the defaulting party or the party not prevailing such in dispute, as
the case may be, shall pay any and all costs and expenses incurred
by the other party in enforcing or establishing its rights under,
including, without limitation, court costs and reasonable attorneys'
fees.

6. Governing Law and Supersession. This Agreement
shall be governed by and construed and interpreted in accordance
with the laws of the State of California and shall supersede any
previous agreements, written or oral, expressed or implied, between
the parties relating to the subject matter hereof.

7. Notices. All notices or other communications
hereunder shall be in writing and shall be deemed given when
delivered personally or by facsimile or three (3) days after being
mailed by first class registered or certified mail, return receipt
requested, properly addressed to IGA and to Finder at the following
addresses:

<PAGE>

If to IGA: Internet Golf Association, Inc.
24921 Dana Point Harbor Drive
Suite B200
Dana Point, CA 92629
Attn: Vince Castagnola, President
Facsimile (949) 493-0651

with a copy to: The Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile (949) 719-1988

If to Finder: Internet Golf Advertising Corp.
_______________________________
_______________________________
Attn: James Wabel
Facsimile (____) _________________

Any party may change its address for receiving notices
hereunder by written notice to the other parties.

8. No Partnership; Survival or Representations.
Nothing herein contained shall be construed to constitute an
association, partnership, unincorporated business or any other
entity between IGA and Finder.

9. Validity of Agreement. The invalidity of any
portion of this Agreement shall not affect the validity of the
remainder thereof.

10. Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations
between the parties with respect to the subject matter of this
Agreement. No amendment or addition to, or modification of, any
provision contained in this Agreement shall be effective unless
fully set forth in writing signed by all of the parties hereto.

11. Further Assurances. Each of the parties hereto
agrees on behalf of such party, his, her or its successors and
assigns, that such party will, without further consideration,
execute, acknowledge and deliver such other documents and take such
other action as may be necessary or convenient to carry out the
purposes of this Agreement.

12. Assignment. This Agreement and the rights and
obligations created hereunder may not be assigned, transferred
pledged, or hypothecated in any manner by either of the parties
hereto, whether voluntarily or by operation of law, without the
prior written consent of the other party. Any attempt assignment,
transfer, pledge, hypothecation, or other disposition of this
Agreement in a manner contrary hereto shall be null and void and
without force or effect.

<PAGE>

13. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but
all of which taken together shall constitute but one and the same
Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.

"IGA" "Finder"

Internet Golf Association, Inc. Internet Golf Advertising
Corp.

/s/ Vince Castagnola /s/ James Wabel
______________________________ ___________________________

By: Vince Castagnola By: James Wabel
Its: President Its: _____________________

MARKETING AGREEMENT

This Marketing Agreement (the "Agreement") is entered into
effective this 1st day of June, 1999 by and between Internet Golf
Association, Inc., a Nevada corporation ("IGA") and Internet Golf
Advertising Corp., a Nevada corporation ("AdCorp"). IGA and AdCorp
shall be collectively referred to herein as the parties.

RECITALS

WHEREAS, IGA is in the business of marketing and managing
Internet based golf tournaments and related services (the "Tour").

WHEREAS, AdCorp desires to assist IGA in its marketing of IGA
Memberships to the Tour, including attracting members to the Tour,
identifying and negotiating advertising in all media formats, and
other general marketing services.

NOW, THEREFORE, for good and adequate consideration, the
receipt of which is hereby acknowledged, the parties hereby agree as
follows:

1. Sale of Memberships. AdCorp agrees to use its best efforts
to assist IGA in attracting members to the Tour, including
but not limited to the creation and implementation of a
marketing plan, drafting and distribution of promotional
materials, and communications with potential and existing
members.

1.1 Compensation for Sale of Memberships. As
compensation for services rendered relating to the
sale of memberships, IGA agrees to the following:

a. IGA will reimburse AdCorp for all expenses reasonably
related to the services described in this Section 1,
including but not limited to salaries, printing
costs, telephone, postage, utilities, and office
rents, provided that those expenses are approved in
advance by IGA. No later than the 15th of each
month, AdCorp shall prepare and deliver to IGA an
accounting of all such expenses incurred during the
previous month, as well as an estimate of all such
expenses for the next month. Within ten (10) days of
the delivery of said accounting, IGA shall review the
estimates for the next month and, if acceptable,
approve the estimates in writing. Further, within
ten (10) days of the delivery of said accounting, IGA
shall pay to AdCorp the amounts due for the previous
month, provided said amounts do not exceed the
estimate for that month by more than ten percent
(10%). In the event the actual expenses due for any
month exceed the estimate previously provided by
AdCorp for that same month, the IGA shall only be
responsible for reimbursement of the estimated amount
plus an additional ten percent (10%). Both AdCorp
and IGA acknowledge an advance against the expenses
described herein paid to AdCorp by IGA in the amount
of $________.

<PAGE>

b. In addition to the reimbursement of expenses as set
forth above, IGA shall pay to AdCorp the sum of Ten
Dollars ($10.00) for every membership in the Tour
sold as a result of AdCorp's efforts. On the first
of each month, AdCorp shall deliver prepare and
deliver to IGA an accounting of all new memberships
obtained as a result of AdCorp's efforts, and IGA
shall deliver the sums due hereunder within ten (10)
days of receipt thereof.

2. Media Purchases. AdCorp shall be granted the non-exclusive
right to identify and present to IGA the purchase of certain
advertising media. In the event that IGA, in its sole
discretion, completes a purchase of advertising media
presented to it as a result of AdCorp's efforts, then AdCorp
shall be entitled to retain that portion of any ad agency fee
equal to eight percent (8%) of the total purchase price, with
the balance of any ad agency fee paid to or applied for the
benefit of IGA.

3. Nondisclosure. Each party hereto agrees to keep the terms of
this Agreement and the transactions contemplated hereby as
confidential and shall not disclose such information to any
third party, other than professional advisors utilized to
negotiate and consummate the transactions contemplated
hereby. The parties hereto agree that in the event there is
a breach of the foregoing confidentiality provision, the
damage to the parties hereto would be difficult to estimate
and as a result, in the event of such a breach, the
non-breaching party, in addition to any and all other
remedies allowed by law, would be entitled to injunctive
relief enjoining the actions of the breaching party.

4. Exclusivity. AdCorp agrees, as a material term of this
Agreement, that it, nor any of its employees, officers,
directors, agents and/or assigns will perform any services
for any individual or entity other than IGA during the term
of this Agreement. Further, AdCorp hereby agrees that it
will not perform any services for any individual or entity
which is a direct or indirect competitor of IGA, such
determination to be at the sole discretion of IGA, for a
period of twelve (12) months following termination of this
Agreement.

5. Term and Termination. This Agreement shall be in effect
until terminated by either party on thirty (30) days notice,
with or without cause.

6. Relationship of Parties. Both IGA and AdCorp agree that
AdCorp will act as an independent contractor in the
performance of his duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that
AdCorp, or any employee, agent or other authorized
representative of AdCorp, is a partner, joint venturer,
agent, officer or employee of IGA. Neither party hereto
shall have any authority to bind the other in any respect vis
a vis any third party, it being intended that each shall
remain an independent contractor and responsible only for its
own actions.

<PAGE>

7. Representations and Warranties.

Each party hereby represents, warrants and covenants as
follows:

A. When executed and delivered, the terms hereof shall
constitute a valid and legally binding agreement
enforceable in accordance with its terms, except as
may be limited by bankruptcy, insolvency or other
laws affecting generally the enforceability of
creditors rights and by limitations on the
availability of equitable remedies.

B. Neither the execution and delivery of this Agreement
nor the consummation or performance of the
transactions contemplated herein will violate any
law, rule, regulation, writ, judgment, injunction,
decree, determination, or other order of any court,
government or governmental agency or instrumentality,
domestic or foreign, or conflict with or result in
any breach of any of the terms of or the creation or
imposition of any mortgage, deed of trust, pledge,
lien, security interest or other charge or
encumbrance of any nature pursuant to the terms of
any contract or agreement.

8. Severability. If any portion of this Agreement is found by a
court of competent jurisdiction to be void or unenforceable,
that portion shall be deemed to be reformed to the extent
necessary to cause such portion to be enforceable and the
same shall not affect the remainder of this Agreement, which
shall be given full force and effect without regard to the
invalid or unenforceable portions.

9. Entire Agreement. This Agreement along with the exhibits
attached hereto, which may be signed in duplicate or
counterparts, replaces and supersedes all previous Agreements
between the parties hereto, and contains the entire
understanding between the parties, and may not be changed,
altered, amended, or modified, except in writing, duly
executed by each of the parties.

10. Assignment. This Agreement may not be assigned or
transferred by either party hereto without the prior written
consent of all other parties hereto.

11. Notices. All notices, requests, instruments or documents
hereunder shall be in writing and delivered personally or
sent by registered or certified mail, postage prepaid, or by
facsimile transmission, telegraphic or similar conveyance:

If to IGA: Internet Golf Association
24921 Dana Point Harbor Drive, Suite B-200
Dana Point, CA 92629
Attn: Vincent C. Castagnola, President
Facsimile (949) 443-9697

<PAGE>

If to AdCorp: Internet Golf Advertising Corp.
_____________________________
_____________________________
Attn: James Wabel
Facsimile (949) 496-9173

If delivered personally, the date on which a notice, request,
instruction or document is delivered shall be the date on
which delivery is made, and, if delivered by mail, the date
on which such notice, request, instruction or document is
deposited in the mail shall be the date of delivery. Each
notice, request, instruction or document shall bear the date
on which it is delivered.

12. Governing Law; Venue. This Agreement shall be governed by
the laws of the State of California, United States of
America. Any cause of action brought by an party hereunder
shall be brought in the court of proper jurisdiction in
Orange County, California.

13. Attorney's Fees. Should any action be commenced between the
parties to this Agreement concerning the matters set forth in
this Agreement or the rights and duties of either in relation
thereto, the prevailing party in such action shall be
entitled, in addition to such other relief as may be granted,
to a reasonable sum as and for its Attorney's Fees and Costs.

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

"IGA" "AdCorp"

INTERNET GOLF ASSOCIATION INTERNET GOLF ADVERTISING
CORP

/s/ Vincent C. Castagnola /s/ James Wabel
_______________________________ ________________________________
By: Vincent C. Castagnola By: James Wabel
Its: President Its: ________________________

[THE RHODES GROUP, LLC LETTERHEAD]

CONFIDENTIAL

April 28, 1999

Vince Castagnola
Internet Golf Association, Inc.
24921 Dan Point Harbor Drive, Ste. B200
Dana Point, CA 92629

Re: Services Proposal/Agreement

Dear Vince:

I'm glad we had the chance to got acquainted over the phone earlier today. I
enjoyed learning about the IGA my meeting with Phil last week. At your
request, I have prepared this proposal/agreement of the terms by which the
Rhodes Group ("Rhodes") would prepare the Internet Golf Association, Inc.
(the "Company") business plan.

1) Comprehensive Business Plan. Preparation of the business plan entails the
investment of time necessary to present all pertinent aspects the Company in
a thoroughly professional manner. The projections cover three (3) years and
include balance sheet, cash flow and income statements, with supporting
schedules and cross-referenced table of assumptions. The fees for the
Business Plan depend on several factors such as breadth and number of
product lines, number of markets served, technical nature of products and
industry, scope of operations, etc.

We will compile information that will comprise the business plan through
discussions with management, the answering of questionnaires, industry/market
and company information to which you have access, and some outside research. We
base our estimate of fees on the assumption that the Company shall provide
Rhodes with any and all company, industry, marketplace, competitor, and
other information available to it upon request by Rhodes.

a) Fees. The total fee for preparing the Business Plan, as described above,
will be $20,000 (100 hrs of our Staff Consultants' time at $100/hr; 60 hrs
of our Senior Consultants' time at $150/hr. and 40 hrs of clerical time -for
transcriptions - at $25/hr). As you have indicated that you would be
interested in compensating us for a portion of the fees in common stock
of the Company, we have included our formula for such compensation in
this proposal/agreement. Our proposed stock compensation formula reduces
the cash portion of the fees by 25% to $15,000 (please see Terms).

In the event that the Company first engages Rhodes to prepare an Executive
Summary document, as described in paragraph 2 below, then any fees related
to the preparation thereof shall be credited against the fees for the
Business Plan.

b) Terms.

i) All Cash Terms:

1. 1/3 of estimated fees ($6,667) at start of project (signing of this
agreement);

2. 1/3 ($6,667) when initial retainer is exhausted;

3. 1/6 ($3,333) upon submission of complete draft plan;

4. Final balance ($3,333) upon submission of final draft.

initial acceptance of (1.b.i) here: _____

<PAGE>

ii) Cash & Stock Terms: We have indicated to you that we would be willing to
accept payment for 23% of the billed hours in the form of common stock of
the Company. Under this type of arrangement, the terms are as follows:

1. 1/4 of estimated fees ($5,000) at start of project (signing of this
agreement);

2. 1/4 ($5,000) when initial retainer is exhausted;

3. 1/4 ($5,000) upon submission of complete draft plan;

4. Final balance upon submission of final draft, to be paid in Common Stock
of the Company as follows: 25% of Consultants' hours (40 hours) to be valued
at $300 per hour (for a total of $12,000) to be paid in Common Stock of the
Company at 50% of the current market rate (if public), or the last price paid
by an outside investor for Common Stock (if private) of the Company (the
"Stock Compensation"). The Company agrees to issue such shares to The Rhodes
Group pursuant to and in accordance with "Rule 701" which is designed to
provide ft payment of services rendered to independent contractors in the
form of common stock.

Initial acceptance of (1.b.ii) here: ____

2) Executive Summary Document. This document summarizes the pertinent
aspects of the business in brief detail. You understand that it does not
include the level of detail that is presented by the business plan or a
summary business plan. It is understood that the summary plan shall not
include the detailed pro forma financial statement that would be
prepared in connection with a Comprehensive Business Plan. We will
include summary projected financial information if such information
is made available to us by the Company.

a) Fees. The total fee for preparing the Business Plan, as described
above, will be $5,000 (25 hrs of oue Staff Consultants' time at $100/hr;
15 hrs of our Senior Consultants' time at $150/hr; and 10 hrs of clerical
time - for transcriptions - at $25/hr)

b) Terms.
1. 1/2 of estimated fees ($2,500) at start of project (signing of this
agreement);
2. 1/4 (1,250) upon submission of complete draft executive summary;
3. Final balance ($1,250) upon submission of final draft.

Initial acceptance OF 2 here: _______

3) Additional Services. Any time for services requested and agreed to by
you other than above directly related to the business plans, such as
strategic planning, etc., will be recorded separately and billed at
month-end. Such services shall be billed at the rate of $150/hr
and paid by the Company immediately upon receipt of invoice(s).

4)Direct Costs. The hard costs Of producing the physical business plan,
such as artwork, laser printing, photography, xeroxing, printing,
binding, covers, foil sampling, die, etc., will be costs that are above
and beyond the fees outlined above. We can provide you with a definitive
estimate of these costs at a later date, however, hard-bound plans
generally run between $20.00 - $22.00 each (not including
photos/color xeroxes), plus about $150 in one time set-up costs. You can
coordinate these services and pay these costs directly, or we can
coordinate and pay them (for a service mark-up), at your
choice. Prior to placing an order for the production/printing of
business plans, we will require an advance against the estimated costs
thereof.

<PAGE>
5) Independent Relationship. It is understood that Rhodes, including
its principal(s), employees, and/or agents is acting as an independent
contractor to the Company and is not authorized to act on behalf of
or otherwise obligate the Company in any way without the prior consent
of the Company. It is further understood that the scope of the services
described above does not provide for the conducting of a thorough due
diligence review process by Rhodes; and therefor, Rhodes is
relying completely on the statements and representations of the Company as
the basic for all information contained in the Business Plan, including,
but not limited to financial projections and assumptions thereto. It
is agreed that the Company shall submit the draft business plan
to Company legal counsel for their review and comments prior to the
publication and/or dissemination of a final draft; and that any
comments from counsel arising from such review shall be provided to Rhodes.

6) Indemnity. The Company shall indemnify and hold harmless The Rhodes Group,
LLC, including its principals, employees, affiliates and agents, from and
against any and all losses, claims, damages, other reasonable expenses
incurred by Rhodes in connection with investigating or defending against
or providing evidence in any litigation, whether commenced or threatened, in
connection with any claim, action, or proceedings, whether or not resulting
in any liability to which Rhodes may become subject under any statute, at
common low or otherwise, caused by, or arising out of, any service under this
Agreement; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability (a) is
found in a final judgment by a court to have resulted from Rhodes' gross
negligence.

7) Miscellaneous. The Rhodes Group, LLC shall own the copyright to all
materials developed by Rhodes for the Company. In consideration of payment in
full to its services rendered under this agreement, the Company shall be
entitle the right, without further payment, to use and/or reproduce such
materials for any legal purposes, which right shall extend for an
indefinite period of time.

Our estimates presume adequate and timely supply of information by the
client, the absence of significant "running changes," or other unforeseen
factors that may add to the actual hours, fees and turnaround times. In the
event that the Company instigates changes in the project that are outside
the original scope of the project and add materially to Rhodes' investment
of time, Rhodes shall inform the Company of any additional resulting fees
prior to undertaking such changes, and the parties shall agree to such
additional changes and fees before proceeding. In the event that the
Company chooses to terminate the project prior to its completion, the Company
shall immediately instruct Rhodes to cease work. The Company shall pay
Rhodes any and all fees due for instrumental work performed on the
project up to and including the date of receipt of notice of project
termination.

This Agreement constitutes the entire Agreement between the parties, and it
may not be modified except in writing signed by all the parties. This
Agreement shall be governed and construed in accordance with the laws of
the State of California. The parties mutually agree that any
controversy, dispute, or claim of whatever nature arising out in,
in connection with, or in relation to the interpretation,
performance or breach of this agreement and any schedule or
exhibit attached hereto or this relationship against you or you against
the Company shall be resolved through a two-step dispute resolution
process administered by Judicial Arbitration & Mediation Services,
Inc. (JAMS) involving first mediation before a retired judge or justice
from the JAMS panel, followed if necessary, by final and binding arbitration
conducted at a location determined by the arbitration in Los Angeles
County, California, administered in accordance with the then existing
rule of practice and procedure of JAMS and judgment upon any award
rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof. The arbitrator shall determine which is the
prevailing party and shall include in the award that party's reasonable
attorney fees ad other costs of the mediation and arbitration.

<PAGE>

If you have any questions regarding this proposal, please give me a call.
Otherwise, please indicate your choice of projects and terms by indicating
next to paragraph 1.b.i or 1.b.ii and/or 2 (above), and acknowledge
your acceptance where indicated below. We are pleased to be able
to assist you and your colleagues in achieving your continued growth
objectives for Internet Golf Association, Inc.

Very trult yours,

/s/James P. MacPherson, Jr., Managing Partner
The Rhodes Group, LLC.

AGREED AND ACCEPTED: Date: 8-29-99
Internet Golf Association, Inc.

/s/Vince Castagnola, Principal

The Nitty Gritty

It is agreed between Internet Golf Association, Inc., a Nevada
corporation, dba IGALinks.com and Bulldog Drummond, Inc., that
Bulldog Drummond, Inc. (hereinafter referred to as the Agency) shall
serve IGALinks.com (hereinafter referred to as the Client) as a
strategic marketing partner for an initial period of twelve months.

The Agency will provide all of the services listed in the
attached agreement for the costs and terms outlined. If additional
services are required to complete any program, the Agency will
provide a detailed estimate in writing for approval.

The Client/Agency relationship will commence July 1, 1999 for a
stated period of twelve months. Unless terminated by either party
upon 90 days prior written notice, this contract will extend for two
(2) successive 12 periods. Either party can terminate the
relationship on 90 days written notice. This written notice must
follow a review meeting that verbally outlines areas of concern or
dissatisfaction. If the relationship is terminated, the Client will
be obligated for all short-rate charges, all work in progress, and
all authorized costs and charges incurred by the Agency on behalf of
the Client. Both parties will conduct an annual performance on
December 1st to review the results and effectiveness of the
relationship. Note that the aforementioned compensation structure
applies to the projected budget, and will be reviewed by both
parties as budgets and responsibilities change.

In addition to the above monthly fee, Bulldog Drummond will
manage all media duties for IGALinks.com at a reduced commission
rate (subject to approval by both parties) on the outlined 1999
budget of 3 million dollars.

Bulldog Drummond shall also be granted an option to acquire
20,000 "restricted" shares of Internet Golf Association, Inc. common
stock at an exercise price equal to the fair market value, as
determined by the board of directors of the company, on the date of
the grant, 10,000 of such shares shall vest on the first anniversary
of the date of the grant and an additional 10,000 shares shall vest
on the second anniversary of the date of the grant, unless this
contract is terminated by either party prior to each respective
vesting date.

The Client shall be the sole owner of the resulting work
produdct once full payment is received. All buyouts/vendor charges
(output, printing, film, etc.) Will be separately billed to the
Client. Expenses incurred in the normal course of business such as
postage and U.S. long distance telephone charges will be absorbed by
the Agency. All travel expenses including airfare, hotels, meals,
etc., along with any shipping/messenger services expenses incurred
on behalf of the client will be billed at the Agency's net cost.

<PAGE>

It is agreed between the Client and the Agency that the Agency
is functioning only as Agent for the Client. Therefore, it is
further agreed that the Client accepts full financial responsibility
and liability for payment of advertising space, broadcast time, and
other items ordered, with the Client's prior approval, under this
authorization. When the Agency received payment from the Client,
the Agency agrees to prompt payment of media and/or vendor(s)
invoices, but only as Agent for the Client.

The Client will hold the Agency harmless and assume full
liability for any claims made on behalf of the Client's products or
services in advertising and collateral materials prepared by the
Agency for the Client.

The Agency shall have the right to hire sub-agents and to sign
media contracts on the Client's behalf, but only with the Client's
prior approval.

Both parties enter into this relationship with full and
complete understanding of the above.

For the Client:

Approved: /s/ Vince Castagnola

Printed Name: Vince Castagnola

Date:

For the Agency:

Approved: /s/ Name Unknown

Printed Name:

Date:

FINANCIAL SERVICES AGREEMENT

THIS AGREEMENT is entered into on this 29th day of April, 1999
by and between BRIDGEWATER CAPITAL CORPORATION (hereinafter
"BCC") and INTERNET GOLF ASSOCIATION, INC., a Corporation
(hereinafter "Client").

HEREAFTER, the Client and BCC are referred to collectively as
"Parties", and singularly as "Party".

WHEREAS, the Parties desire to set forth the terms and
conditions under which the said services shall be performed.

NOW, THEREFORE, in consideration of the promises of the mutual
covenants herein, the Parties hereto agree as follows:

ARTICLE I-SCOPE OF SERVICES

BCC agrees to perform for the Client, beginning immediately on
the date this Agreement is signed by all Parties, the financial
services described as follows:

(a) BCC will advise the Client on equity capital, debt
financing, bridge loans etc.

(b) BCC will perform corporate development activities,
including, but not limited to, assisting in locating merger
candidates, acquisition candidates, divestiture opportunities,
spin-off opportunities, strategic alliances or partnerships, any
other opportunities to enhance shareholder value, advise company
on Financial Public Relations firms, services, techniques, press
releases, shareholder letters etc.

(c) BCC will advise Client and perform research on specific
investment opportunities which may come to the attention of BCC
or Client and provide research on general market conditions.
Client agrees that BCC will not advise Client on the
appropriateness of an investment, but merely collect, analyze
and summarize data.

(d) BCC will locate and coordinate market maker coverage of
Client stock.

(e) BCC will also perform other duties from time to time as
requested by Client, provided that in no event will BCC perform
the services of an investment advisor.

(f) In rendering these services, BCC may develop creative works
for Client, including but not limited to inventions,
discoveries, improvements, developments, processes, drawings,
computer software or other work which may be protectable by
copyright, patent or trade secrecy law. BCC agrees that all
such work shall be considered to be "work for hire" and that all
ownership and rights of copyright, patent, or trade secrecy
pertaining to such work shall become the property of the Client.
BCC agrees to assign and does hereby assign all its rights in
and to the foregoing, whether or not patentable or
copyrightable, to the Client. BCC agrees that all information
disclosed to it about the

<PAGE>

Client's products, processes and services are the sole property
of the Client and BCC will not assert any rights to any
confidential or proprietary information or material, nor will
BCC directly or indirectly, except as required in the conduct of
their duties under this Agreement, disseminate or disclose any
such confidential information.

(g) Additional special projects, such as annual reports,
quarterly reports, video presentations, personal presentations
etc. will be performed and billed separately as mutually agreed
upon by all Parties.

ARTICLE II-PERIOD OF PERFORMANCE

The period of performance under this Agreement shall begin
immediately upon signing and will continue for a primary six (6)
month term. This Agreement will automatically renew for an
additional six (6) month term unless 30 days written notice is
provided by Client prior to expiration/renewal. This Agreement
can be terminated by either party with 60 days written notice.
Upon termination, the compensation terms in Article IV below
will remain in full force and effect for any transaction
completed between Client and a source/transaction introduced by
or through BCC for a period of one year after said introduction.

ARTICLE III-CONTRACTUAL RELATIONSHIP

In performing the services under this agreement, BCC shall
operate as, and have the status of, and independent contractor.
BCC shall not have authority to enter into any contract binding
the Client, or create any obligations on the part of the Client,
except as shall be specifically authorized by the Client. The
Client and BCC will be mutually responsible for determining the
means and the methods for performing the services described in
ARTICLE I.

ARTICLE IV-COMPENSATION

As full consideration for the performance of the basic services
described above, the Client shall pay BCC compensation as follows:

(a) A number of shares of common stock of client equal to 2.5%
of the then outstanding shares as of the close of trading on the
opening day.

(b) Warrants to purchase 600,000 shares of Clients common stock.
These warrants will be five year, non-callable, non-cancelable,
assignable and contain immediate piggyback registration rights
on the underlying shares. The exercise price will be equal to
the opening day closing bid price of the Clients common stock.
These warrants will be earned pro-rata over the term of the
Agreement.

(c) $5,000 per month consulting fees that are earned and accrued
starting on the date of the signing of this Agreement and with
the remaining payments earned on each monthly anniversary
thereafter. These payments are not payable until such time as a
minimum of $1,000,000 gross has been infused into Client from any
source. At that date, all payments earned and accrued yet
unpaid, are immediately due and payable and all subsequent
payments will be due and payable when earned.

<PAGE>

(d) A Finders Fee, using the Lehman Formula, on any mergers or
acquisitions of or by Client, by, of, or through contacts
introduced through BCC. This fee is due and payable, in like
kind, at said merger date. The fee will be calculated using the
total value of the amount(s) paid for the Acquisition whether in
stock, cash, notes, assets, warrants etc.

(e) For any straight debt transactions with Client by or through
a source introduced by BCC, BCC will be entitled to a 2.0%
Finders Fee.

(f) A Finders Fee for equity capital raised by or through BCC on
terms to be negotiated prior to closing any equity transaction.

(g) For any and all joint ventures and/or licensing fee
arrangements with Client to or from sources introduced by or
through BCC, BCC will be entitled to a royalty equal to 5% of
the gross sales/licensing fees generated by Client through said
source(s).

(h) Upon presentation of invoices from BCC, Client shall
reimburse BCC for any and all reasonable and normal business
expenses incurred by BCC in connection with the performance of
the services provided herein; provided, however, any single
expense in excess of $200 will require the approval of the
Client to incur such expense.

ARTICLE V-COMPANY INFORMATION

Since BCC must at all times rely upon the accuracy and
completeness of information supplied to it by the Client's
officers, directors, agents, and employees, the Client agrees to
indemnify, hold harmless, and defend BCC, it's officers, agents
or employees at the Clients expense, in any proceeding or suit
which may arise out of and/or due to any inaccuracy or
incompleteness of such material supplied by the Client to BCC.

ARTICLE VI-ASSIGNMENT

This Agreement is intended to be binding upon and shall inure to
the benefit of the Parties, their successors and assigns.

ARTICLE VII-REPRESENTATIVE AND NOTICES

Notices provided for hereunder shall be in writing and may be
served personally to the Client's representative and BCC's
representative at their respective place of business or by
registered mail to the address of each Party or may be
transmitted by fax.

ARTICLE VII-ARBITRATION/JURISDICTION OF COURT

Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in the
County of Orange, California, U.S.A., in accordance with the rules of the
American Arbitration Association there in effect, except that
the Parties thereto shall have any right to discovery as would
be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to reasonable costs and
reasonable attorney's fees from arbitration or any other civil
action. Judgment upon the award rendered therein may be entered
in any Court having jurisdiction thereof. Jurisdiction for any
legal action is stipulated between the Parties to lie in the
County of Orange, California, U.S.A.

<PAGE>

ARTICLE IX-MISCELLANEOUS

This Agreement constitutes the entire agreement between the
Client and BCC relating to providing financial services. It
supersedes all prior or contemporaneous communications,
representations or agreements, whether oral or written, with
respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those
expressed herein. No agreements hereafter made between the
Parties shall be binding on either Party unless reduced to
writing and signed by an authorized officer of the Party bound
thereby.

IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized officers.

BRIDGEWATER CAPITAL CORP. INTERNET GOLF ASSOC., INC.

/s/ Jack A. Thomsen /s/ Vincent Castagnola
____________________________ _______________________________
BY: JACK A. THOMSEN BY: VINCENT CASTAGNOLA
PARTNER PRESIDENT, CEO

____________________________ _______________________________
DATE DATE

PMR and Associates
162 S. Rancho Santa Fe Road, Suite F-50
Encinitas, CA 92024
760-942-0015 Phone
760-942-1581 Fax
email: [email protected]
WWW.PMRandCO.com

Vince Castagnola
President
Internet Golf Association, Inc. 8/3/1999

Thank you for your interest in PMR and Associates services in the
investor relations field. Below please find the details of the
proposal. Should you or your legal counsel have any questions,
please feel free to contact me.

PROPOSAL OUTLINE
PMR and Associates will provide full investor relations services for
Internet Golf Association, Inc. (OTC-BB "IGAT") (herein referred to
as "PUBLIC COMPANY") Pursuant to the terms and conditions below.

COMPENSATION
A. RETAINER: 15,000 shares of restricted stock in "IGAT" for six
months of consulting services, renewable after 6 months on
terms mutually agreed.
B. FINDERS FEE AGREEMENT: 10% of all money raised for the company
originated by PMR and Associates (30% Premium if compensation
is to be in stock).

SERVICES PROVIDED
A. Assist in the creation of an investor package.
B. Broker/Dealer Relations: Disseminate IR packages and corporate
profiles to pre-qualified brokers.
C. Introduction to market makers interested in making a market in
the "Public Company" stock
D. Increase awareness amongst institutional and individual investors.
E. Introduce industry analysts to the company.
F. Assist in the development of an investor relations web site.
G. Assist in the drafting and dissemination of press releases
through appropriate wire services.
H. Maintain broadcast fax list and mailing list for new press
releases through appropriate wire services.
I. Answer all shareholders inquiries.
J. Organize and attend any conferences or industry forums on
behalf of "Public Company".
K. "Public Company" agrees to indemnify and hold harmless Patrick
M. Rost and PMR and Associates for any act conducted by "Public
Company" relating this agreement.
L. PMR and Associates agrees to abide by all federal and state
laws and regulations concerning investor relations, stock
promotions and public disclosure requirements, including
without limitation the Securities Act of 1933, the Securities
Exchange Act of 1934 (the "1934 Act"), and the Section 17(b) of
the 1934 Act.
M. PMR and Associates agrees to keep all information confidential
derived from this agreement until otherwise agreed upon by the
parties.

Thank you for your time and I look forward to a successful future
between our companies.

AGREED Upon by: /s/ Patrick M. Rost Patrick M. Rost,
PMR and Associates Date

AGREED Upon by: /s/ Vince Castagnola Vince Castagnola,
President, Internet Golf Association, Inc. 8-9-98 Date

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is
made as of August 31, 1999, by and between Internet Golf
Association, Inc., a corporation organized under the laws of the
State of Nevada, U.S.A., with headquarters located at 24921 Dana
Point Harbor, Suite B-200 Dana Point, California 92629 (the
"Company") and the buyer set forth on the execution page hereof (the
"Buyer").

RECITALS

A. The Company and the Buyer are executing and
delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D
("Regulation D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "1933 Act") and Section 4(2) under the 1933 Act;

B. The Buyer desires to purchase from the
Company, and the Company desires to sell to the Buyer, for the
amounts and upon the terms and conditions stated in this Agreement,
in a closing (the "Closing") as herein described, certain of the
Company's convertible notes as listed and described in Recital B(i)
immediately below, and certain warrants as listed and described in
Recital B(ii) below.

(i) At the Closing (the "Closing"), the Company's
Series 1999-A Eight Percent (8%) Convertible Notes, the form of
which is attached hereto as Exhibit A (the "Notes"), which may be
converted into common stock of the Company, $.001 par value per
share ("Common Stock"), upon the terms and conditions hereof and
upon the terms and conditions of the Notes. The purchase price for
the Notes sold pursuant to this Agreement shall be as stated in
Section 1(a) below. The total aggregate principal amount of Notes to
be issued and sold by the Company at the Closing is Three Hundred
Thirty Three Thousand and no/100 United States Dollars
($333,333.00), all in accordance with the terms of this Agreement
and of the Notes.

(ii) At the Closing, as additional consideration
for Buyer's purchase of the Notes a warrant (the "Warrants") to
purchase 125,000 shares of Common Stock at a purchase price of $5.50
per share, which Warrants must be exercised if at all within three
(3) years after the date of issuance. The Warrants shall be
substantially in the form attached hereto as Exhibit B.

The Common Stock into which the Notes may (in accordance with their
terms) be convertible shall be collectively referred to herein as
the "Conversion Shares." Certain shares of Common Stock may (at the
Company's option as described in the Notes) be issued to the Buyer
in payment of interest (the "Interest Shares"). The Common Stock
received upon exercise of the Warrants shall be referred to as the
"Warrant Shares." The Notes, the Conversion Shares, the Interest
Shares (if any), the Warrants and the Warrant Shares may be
collectively referred to herein as the "Securities."

<PAGE>

C. Contemporaneously with the execution and
delivery of this Agreement, the parties hereto are executing and
delivering a Registration Rights Agreement (the "Registration Rights
Agreement") substantially in the form of Exhibit C attached hereto
pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.

AGREEMENTS

NOW, THEREFORE, in consideration of their respective
promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the
parties, the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF SECURITIES.

a. Purchase. The Buyer hereby agrees to purchase
from the Company, and the Company agrees to sell to the Buyer,
$333,333.00 in aggregate principal amount of Notes at the Closing.
The purchase price (the "Purchase Price") for the Notes purchased at
the Closing shall be $200,000.00.

b. The Closing. The date of the Closing (the
"Closing Date") shall be September 1, 1999. The Purchase Price for
the Notes being purchased at the Closing shall be delivered to the
Escrow Agent (as defined in the Escrow Agreement substantially in
the form of Exhibit D attached hereto (the "Escrow Agreement")) on
behalf of the Company on or before the Closing Date. On or before
the Closing Date, the Company shall deliver the original Notes and
Warrants being purchased at the Closing, duly issued, authorized and
executed by the authorized officers on behalf of the Company, to the
Escrow Agent (as defined in the Escrow Agreement) on behalf of the
Buyer.

c. Form of Payment. The Buyer shall pay the
Purchase Price for the Securities purchased at the Closing by wire
transfer of immediately available funds in United States Dollars, to
be deposited into the Escrow Account as defined in the Escrow
Agreement, against delivery to the Escrow Agent of duly executed
Notes and Warrants being purchased by the Buyer hereunder at such
Closing. The Escrow Agent shall be responsible for delivery of the
Purchase Price to the Company and the Notes and Warrants to the
Buyer in accordance with the terms of the Escrow Agreement and with
the instructions of the said parties.

2. BUYER'S REPRESENTATIONS AND WARRANTIES.

The Buyer understands, agrees with, and represents and
warrants to the Company with respect to its purchase hereunder,
that:

a. Investment Purposes; Compliance With 1933 Act.
The Buyer is purchasing the Securities for its own account for
investment only and not with a view towards, or in connection with,
the public sale or distribution thereof, except pursuant to sales
registered under or exempt from the 1933 Act. The Buyer is not
purchasing the Securities for the purpose of covering short sale
positions in the Common Stock established on or prior to the Closing
Date. The Buyer agrees to offer, sell or otherwise transfer the
Securities only (i) in accordance with the terms of this Agreement,
the Notes and the Warrants, as applicable, and (ii) pursuant to
registration under the 1933 Act or to an exemption from registration
under the 1933 Act and any other applicable securities laws. The
Buyer does not by its representations contained in this Section 2(a)
agree to hold the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time
pursuant to a registration statement or in accordance with an
exemption from registration under the 1933 Act, in all cases in
accordance with applicable state and federal securities laws. The
Buyer understands that it shall be a condition to the issuance of
the Conversion Shares and the Interest Shares (if any) that the
Conversion Shares and the Interest Shares (if any) be and are
subject to the representations set forth in this Section 2(a).

<PAGE>

b. Accredited Investor Status. The Buyer is an
"accredited investor" as that term is defined in Rule 501 (a) of
Regulation D. The Buyer has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of an investment made pursuant to this Agreement.
The Buyer is aware that it may be required to bear the economic risk
of an investment made pursuant to this Agreement for an indefinite
period of time, and is able to bear such risk for an indefinite
period.

c. Reliance on Exemptions. The Buyer understands
the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of the
applicable United States federal and state securities laws and that
the Company is relying upon the truth and accuracy of, and the
Buyer's compliance with, the representations, warranties,
acknowledgments, understandings, agreements and covenants of the
Buyer set forth herein in order to determine the availability of
such exemptions and the eligibility of the Buyer to acquire the
Securities.

d. Information. The Buyer and its advisors, if
any, have been furnished with all materials relating to the
business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been
requested by the Buyer. The Buyer and its advisors, if any, have
been afforded the opportunity to ask all such questions of the
Company as they have in their discretion deemed advisable. The Buyer
understands that its investment in the Securities involves a high
degree of risk. The Buyer has sought such accounting, legal and tax
advice as it has considered necessary to an informed investment
decision with respect to the investment made pursuant to this
Agreement.

e. No Government Review. The Buyer understands that no
United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the
investment in the Securities, nor have such authorities passed upon
or endorsed the merits of the offering of the Securities.

f. Transfer or Resale. The Buyer understands that: (i)
except as provided in the Registration Rights Agreement, the
Securities have not been and are not being registered under the 1933
Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless either (a) subsequently
registered thereunder or (b) the Buyer shall have delivered to the
Company an opinion by counsel reasonably satisfactory to the
Company, in form, scope and substance reasonably satisfactory to the
Company, to the effect that the securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an
exemption from such registration, (ii) any sale of such securities
made in reliance on Rule 144 (as hereafter defined) may be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is
not applicable, any resale of such securities under circumstances in
which the seller (or the person though whom the sale is made) may be
deemed to be an underwriter (as that term is defined in the 1933
Act) may require compliance with some other exemption under the 1933
Act or the rules and regulations of the SEC thereunder, and (iii)
neither the Company nor any other person is under any obligation to
register such securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption
thereunder (in each case, other than pursuant to this Agreement or
the Registration Rights Agreement).

<PAGE>

g. Legend. The Buyer understands that the Notes, the
Warrants, and until such time as the Conversion Shares, the Warrant
Shares and the Interest Shares (if any) (collectively, the
"Registrable Securities"), have been registered under the 1933 Act
as contemplated by the Registration Rights Agreement or otherwise
may be sold by the Buyer pursuant to Rule 144 (as amended, or any
applicable rule which operates to replace said Rule) promulgated
under the 1933 Act ("Rule 144"), the stock certificates representing
the Registrable Securities will bear a restrictive legend (the
"Legend") in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE
EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
LAWS.

The Legend shall be removed and the Company will issue certificates
without the Legend to the holder of the applicable Notes or any
Registrable Securities upon which the Legend is stamped, in
accordance with Section 5(b).

h. Authorization; Enforcement. This Agreement, the
Registration Rights Agreement and the Escrow Agreement have been
duly and validly authorized, executed and delivered by the Buyer and
are each and collectively valid and binding agreements of the Buyer
enforceable in accordance with their terms, subject as to
enforceability to general principles of equity and to bankruptcy,
insolvency, moratorium, and other similar laws affecting the
enforcement of creditors' rights generally.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

<PAGE>

The Company understands, agrees with, and represents and warrants to
the Buyer that:

a. Organization and Qualification. The Company and its
subsidiaries are corporations duly organized and existing in good
standing under the laws of the respective jurisdictions in which
they are incorporated, except as would not have a Material Adverse
Effect (as defined below), and have the requisite corporate power to
own their properties and to carry on their business as now being
conducted. Each of the Company and its subsidiary is duly qualified
as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted by
it makes such qualification necessary and where the failure so to
qualify would have a Material Adverse Effect. "Material Adverse
Effect" means any material adverse effect on the operations,
properties or financial condition of the Company and its
subsidiaries taken as a whole. The Common Stock is eligible to trade
and is listed for trading on the OTC Bulletin Board Market. The
Company has received no notice, either written or oral, with respect
to the continued eligibility of the Common Stock for such listing,
and the Company has maintained all requirements for the continuation
of such listing, and the Company does not reasonably anticipate that
the Common Stock will be delisted from the OTC Bulletin Board Market
for the foreseeable future; except that, with respect to the
representations contained in this sentence, the NASD has imposed a
requirement that every company that trades on the OTC Bulletin Board
Market become a reporting issuer under the 1934 Act and have all
comments on filings cleared within certain time limits imposed by
the NASD. The Company must become a reporting issuer on or before
October 1, 1999. The Company shall use its best efforts to meet such
deadline, and shall use its best efforts to continue to have its
stock eligible to trade on the OTC Bulletin Board Market or a
comparable national securities market or exchange. The Company has
complied with all requirements of the National Association of
Securities Dealers and the OTC Bulletin Board Market with respect to
the issuance of the Securities.

b. Authorization; Enforcement. (i) The Company has the
requisite corporate power and authority to enter into and perform
this Agreement, the Registration Rights Agreement and the Escrow
Agreement, to issue and sell the Notes and the Registrable
Securities in accordance with the terms hereof, and to perform its
obligations under the Notes in accordance with the requirements of
the same, (ii) the execution, delivery and performance of this
Agreement, the Notes, the Warrants, the Registration Rights
Agreement and the Escrow Agreement by the Company and the
consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by the Company's Board of
Directors and no further consent or authorization of the Company,
its Board of Directors, or its stockholders is required, (iii) this
Agreement, the Registration Rights Agreement, the Escrow Agreement
and, on the Closing Date, the Notes and Warrants sold at the
Closing, have been duly and validly authorized, executed and
delivered by the Company, and (iv) this Agreement, the Notes (when
issued), the Warrants (when issued), the Registration Rights
Agreement and the Escrow Agreement constitute the valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to,
or affecting, generally, the enforcement of creditors' rights and
remedies or by other equitable principles of general application.
The Company (and its legal counsel) has examined this Agreement and
is satisfied in its sole discretion that this Agreement and the
accompanying Exhibits, Schedules and the Addenda, if any, are in
accordance with Regulation D and the 1933 Act and are effective to
accomplish the purposes set forth herein and therein.

<PAGE>

c. Capitalization. As of August 1, 1999, the authorized
capital stock of the Company consists of (I) 100,000,000 shares of
Common Stock of which 13,366,000 shares were issued and outstanding,
and (II) 5,000,000 shares of Preferred Stock of which no shares were
issued and outstanding. All of such outstanding shares have been
validly issued and are fully paid and nonassessable. No shares of
Common Stock are subject to preemptive rights or any other similar
rights or any liens or encumbrances. Except as disclosed in Schedule
3(c) (attached if applicable), as of the effective date of this
Agreement, (i) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its
subsidiaries, or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional shares of
capital stock of the Company or any of its subsidiaries, (ii) there
are no outstanding debt securities, and (iii) there are no
agreements or arrangements under which the Company or any of its
subsidiaries is obligated to register the sale of any of its or
their securities under the 1933 Act (except as provided herein and
in the Registration Rights Agreement). If requested by the Buyer,
the Company has furnished to the Buyer, and the Buyer acknowledges
receipt of same by its signature hereafter, true and correct copies
of the Company's Certificate of Incorporation, as amended, as in
effect on the date hereof ("Certificate of Incorporation"), and the
Company's Bylaws, as in effect on the date hereof (the "Bylaws").

d. Issuance of Securities. The Registrable Securities are
all duly authorized and reserved for issuance, and in all cases upon
issuance shall be validly issued, fully paid and non-assessable,
free from all taxes, liens and charges with respect to the issue
thereof, and will not be subject to preemptive rights or other
similar rights of stockholders of the Company.

e. Acknowledgment Regarding Buyer's Purchase of the
Securities. The Company acknowledges and agrees that the Buyer is
not acting as financial advisor to or fiduciary of the Company (or
in any similar capacity with respect to this Agreement or the
transactions contemplated hereby), that this Agreement and the
transactions contemplated hereby, and the relationship between the
Buyer and the Company, are and will be considered "arms-length"
notwithstanding any other or prior agreements or nexus between the
Buyer and the Company, whether or not disclosed, and that any
statement made by the Buyer, or any of its representatives or
agents, in connection with this Agreement and the transactions
contemplated hereby is not advice or a recommendation, is merely
incidental to the Buyer's purchase of the Securities and has not
been relied upon in any way by the Company, its officers or
directors. The Company further represents to the Buyer that the
Company's decision to enter into this Agreement and the transactions
contemplated hereby have been based solely upon an independent
evaluation by the Company, its officers and directors.

f. No Integrated Offering. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or
solicited any offers to buy any security under circumstances which
would prevent the parties hereto from consummating the transactions
contemplated hereby pursuant to an exemption from registration under
the 1933 Act and specifically in accordance with the provisions of
Regulation D. The transactions contemplated hereby are exempt from
the registration requirements of the 1933 Act, assuming the accuracy
of the representations and warranties contained herein of the Buyer.

<PAGE>

g. No Conflicts. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby will not (i) result in a
violation of the Certificate of Incorporation or Bylaws or (ii)
conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the
Company or any of its subsidiaries is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations)
applicable to the Company or any of its subsidiaries or by which any
property or asset of the Company or any of its subsidiaries is bound
or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse
Effect). Except as set forth in Schedule 3(g) (attached if
applicable), neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or other
organizational documents, and neither the Company nor any of
its/subsidiaries is in default (and no event has occurred which,
with notice or lapse of time or both, would put the Company or any
of its subsidiaries in default) under, nor has there occurred any
event giving others (with notice or lapse of time or both) any
rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any
of its subsidiaries is a party, except for possible defaults or
rights as would not, in the aggregate or individually, have a
Material Adverse Effect. The business of the Company and its
subsidiaries is not being conducted, and shall not be conducted so
long as the Buyer owns any of the Securities, in violation of any
law, ordinance or regulation of any governmental entity, except for
possible violations which neither singly or in the aggregate would
have a Material Adverse Effect. Except as specifically contemplated
by this Agreement and as required under the 1933 Act and any
applicable state securities laws (any of which exceptions are set
forth in Schedule 3(g)), the Company is not required to obtain any
consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it
to execute, deliver or perform any of its obligations under this
Agreement, the Notes, the Warrants, the Registration Rights
Agreement or the Escrow Agreement in accordance with the terms
hereof and thereof, or to perform its obligations with respect to
the Notes exactly as described in the Notes (once issued), and with
respect to the Warrants exactly as described in the Warrants (once
issued).

h. Financial Statements. The Company has
delivered to the Buyer as requested by the Buyer (or the Buyer has
otherwise obtained) true and complete copies of the Company's
audited financial statements through June 30, 1999. As of their
respective dates, the financial statements of the Company complied
as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end
audit adjustments). No other information provided by or on behalf of
the Company to the Buyer (including the information referred to in
Section 2(d) of this Agreement) contains any untrue statement of a
material fact or omits to state any material fact necessary in order
to make the statements therein, in the light of the circumstance
under which they are or were made, not misleading. Except as set
forth in the financial statements of the Company, the Company has no
liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to the date
of such financial statements and (ii) obligations under contracts
and commitments incurred in the ordinary course of business and not
required under generally accepted accounting principles to be
reflected in such financial statements, in each case of clause (i)
and (ii) next above which, individually or in the aggregate, are not
material to the financial condition, business, operations,
properties, operating results or prospects of the Company. The said
financial statements contain a complete and accurate list of all
material undischarged written and oral contracts, agreements, leases
or other instruments to which the Company or any subsidiary is a
party or by which the Company or any subsidiary is subject (each a
"Contract"). None of the Company, its subsidiaries or, to the best
of the Company's knowledge, any of the other parties thereto, is in
breach or violation of any Contract, which breach or violation would
have a Material Adverse Effect. No event, occurrence or condition
exists which, with the lapse of time, the giving of notice, or both,
or the happening of any further event or condition, would become a
default by the Company or its subsidiaries thereunder which would
have a Material Adverse Effect.

<PAGE>

i. Absence of Certain Changes. Except as disclosed in
Schedule 3(i) (attached if applicable), since at least March 31,
1999, there has been no material adverse change and no material
adverse development in the business, properties, operation,
financial condition, results of operations or prospects of the
Company. The Company has not taken any steps, and does not
currently have any reasonable expectation of taking any steps, to
seek protection pursuant to any bankruptcy law nor does the Company
have any knowledge that its creditors intend to initiate involuntary
bankruptcy proceedings. The Company shall, at least until Buyer no
longer holds any of the Securities, maintain its corporate existence
in good standing and shall pay all taxes when due except for taxes
it reasonably disputes.

j. Absence of Litigation. Except as set forth in Schedule
3(j) (attached if applicable), there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or
body pending or, to the knowledge of the Company, threatened against
or affecting the Company, wherein an unfavorable decision, ruling or
finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability of, or the authority
or ability of the Company to perform its obligations under, this
Agreement or any of the documents contemplated herein.

k. Foreign Corrupt Practices. Neither the Company nor any
of its subsidiaries, nor any officer, director or other person
acting on behalf of the Company or any subsidiary has, in the course
of his actions for or on behalf of the Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity, made any direct or
indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or
domestic government official or employee.

<PAGE>

l. Brokers; No General Solicitation. The Company has taken
no action that would give rise to any claim by any person for
brokerage commissions, finder's fees or similar payments relating to
this Agreement and the transactions contemplated hereby. The
Company and the Buyer both acknowledge that no broker or finder was
involved with respect to the transactions contemplated hereby, other
than Bridgewater Capital Corporation. Neither the Company nor any
distributor participating on the Company's behalf in the
transactions contemplated hereby nor any person acting for the
Company, or any such distributor, has conducted any "general
solicitation," as described in Rule 502(c) under Regulation D, with
respect to the Securities being offered hereby.

m. Acknowledgment of Dilution. The number of Conversion
Shares issuable upon conversion of the Notes may increase
substantially in certain circumstances, including the circumstance
wherein the trading price of the Common Stock declines. The
Company's executive officers and directors have studied and fully
understand the nature of the securities being sold hereunder and
recognize they have a potential dilutive effect. The board of
directors of the Company has concluded in its good faith business
judgment that such issuance is in the best interests of the Company.
The Company acknowledges that its obligation to issue Conversion
Shares upon conversion of the Notes is binding upon it and
enforceable regardless of the dilution that such issuance may have
on the ownership interests of other stockholders.

n. Eligibility to File Registration Statement. The Company
is currently eligible to file a registration statement with the SEC
either on Form S-1 or Form S-B2 under the 1933 Act.

o. (Intentionally Omitted.)

p. Non-Disclosure of Non-Public Information. (a)
The Company shall in no event disclose non-public information to the
Buyer, advisors to or representatives of the Buyer unless prior to
such disclosure of information the Company marks such information as
"non-public information confidential" and provides the Buyer, such
advisors and representatives with the opportunity to accept or
refuse to accept such non-public information for review. The Company
may, as a condition to disclosing any non-public information
hereunder, require the Buyer, its advisors and representatives to
enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Buyer.

(b) Nothing herein shall require the Company to disclose
non-public information to the Buyer, its advisors or
representatives, and the Company represents that it does not
disseminate non-public information to investors who purchase stock
in the Company in a public offering, to money managers or to
securities analysts; provided, however, that notwithstanding
anything herein to the contrary, the Company will, as hereinabove
provided, immediately notify the advisors and representatives of the
Buyer and, if any, underwriters, of any event or the existence of
any circumstance (without any obligation to disclose the specific
event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company
specifically or generally during the course of due diligence by such
persons or entities), which, if not disclosed in the prospectus
included in the registration statement to be filed pursuant to the
Registration Rights Agreement, would cause such prospectus to
include a material misstatement or to omit a material fact required
to be stated therein in order to make the statements therein, in
light of the circumstances in which they were made, not misleading.
Nothing herein shall be construed to mean that such persons or
entities other than the Buyer (without the written consent of the
Buyer prior to disclosure of such information) may not obtain
non-public information in the course of conducting due diligence in
accordance with the terms of this Agreement and nothing herein shall
prevent any such persons or entities from notifying the Company of
their opinion that, based upon such due diligence by such persons or
entities, that the registration statement contains an untrue
statement of a material fact or omits a material fact required to be
stated in such registration statement or necessary to make the
statements contained therein, in light of the circumstances in which
they were made, not misleading.

<PAGE>

4. COVENANTS.

a. Best Efforts. Each party shall use its best efforts
timely to satisfy each of the conditions to be satisfied by it as
provided in Sections 6 and 7 of this Agreement.

b. Securities Laws. The Company agrees to timely file a
Form D (or equivalent form required by applicable state law) with
respect to the Securities if and as required under Regulation D and
applicable state securities laws and to provide a copy thereof to
the Buyer promptly after such filing. The Company shall, on or
before the Closing Date, take such action as is necessary to sell
the Securities being sold to the Buyer on each such date under
applicable securities laws of the United States, and shall if
specifically so requested provide evidence of any such action so
taken to the Buyer on or prior to the Closing Date.

c. Reporting Status; Covenant to Become a "Reporting
Issuer". As of the date of this Agreement, the Company is not
subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"). As a
material inducement to the Buyer to enter into this Agreement and to
complete the transactions contemplated hereby, the Company agrees,
on or before the date which is thirty (30) days following the date
of this Agreement, to file with the SEC all reports and other
documents and things necessary to become a "reporting issuer"
subject to the reporting requirements of Section 13 or 15(d) of the
1934 Act (the "Reporting Requirements"). The Company will use its
best efforts to become a reporting issuer within sixty (60) days
after the date of this Agreement. The Company may utilize any means
permitted by the SEC to become subject to the Reporting
Requirements, including without limitation filing Form 10 or Form
10SB, or Form SB-2 with the SEC. Thereafter, and for so long as the
Buyer beneficially owns any of the Securities, the Company shall
file all reports required to be filed with the SEC pursuant to the
1934 Act, and the Company shall not terminate its status as an
issuer required to file reports under the 1934 Act even if the 1934
Act or the rules and regulations hereunder would permit such
termination. As a material inducement for the Buyer to execute this
Agreement and to effect the transactions contemplated herein, the
Company agrees that, if it has not become a reporting issuer subject
to the Reporting Requirements within ninety (90) days after the date
hereof (the "Reporting Deadline"), then the Company will make
payments to the Buyer, as liquidated damages and in such amounts and
at such times as shall be determined pursuant to this Section 2(b)
as partial relief for the damage to the Buyer by reason of any delay
in or reduction of its ability to resell the Securities (which
remedy shall be exclusive of any other remedies available at law or
in equity), an amount to be determined as follows. The Company shall
pay to the Buyer an amount equal to the purchase price for the Notes
purchased at the Closing (the "Aggregate Note Price") multiplied by
two hundredths (.02) times the sum of the number of months (prorated
for partial months) beginning the day after the Reporting Deadline
and ending on the date the Company becomes a reporting issuer
subject to the Reporting Requirements, provided, however, that there
shall be excluded from such period any delays which are solely
attributable to the delays or improper action of the Buyer.

<PAGE>

For example, if the Company becomes a reporting issuer
thirty (30) days after the Reporting Deadline, the Company would pay
$4,000.00 for the thirty (30) day delay between the Reporting
Deadline and the date on which the Company becomes a reporting
issuer, based upon the Purchase Price ($200,000.00).

d. Use of Proceeds. The Company will use the proceeds from
the sale of the Securities for advertising and marketing, web site
development and general working capital purposes.

e. Financial Information. After becoming a reporting issuer
as described in Section 4(c) above, until such time as the Buyer no
longer beneficially owns Notes and Warrants, the Company agrees to
send the following reports to the Buyer: (i) after filing with the
SEC, a copy of each of its Annual Reports, its quarterly Reports,
and any reports filed on Form 8-K; and (ii) as soon as practicable
after release thereof, copies of all press releases issued by the
Company or any of its subsidiaries.

f. Reservation of Shares. The Company shall at all times
have authorized, and reserved for the purpose of issuance, a
sufficient number of shares of Common Stock to provide for the
issuance of all of the Conversion Shares, the Warrant Shares and the
Interest Shares (if any). Prior to complete conversion of the Notes
and exercise of the Warrants, the Company shall not reduce the
number of shares of Common Stock reserved for issuance hereunder
without the written consent of the Buyer except for a reduction
proportionate to a reverse stock split effected for a business
purpose other than affecting the requirements of this Section, which
reverse stock split affects all shares of Common Stock equally.

g. Listing. Upon the Closing, the Company shall promptly
secure the listing of the Registrable Securities underlying the
Notes and the Warrants upon each national securities exchange or
automated quotation system, if any, upon which shares of Common
Stock are then listed (subject to official notice of issuance) and
shall maintain, so long as any other shares of Common Stock shall be
so listed, such listing of shares of Registrable Securities from
time to time issued under the terms of this Agreement and the
Registration Rights Agreement. The Company shall at all times comply
in all respects with the Company's reporting, filing and other
obligations under the by-laws or rules of the National Association
of Securities Dealers and the OTC Bulletin Board Market (or such
other national securities exchange or market on which the Common
Stock may then be listed, as applicable).

h. Prospectus Delivery Requirement. The Buyer understands
that the 1933 Act requires delivery of a prospectus relating to the
Common Stock in connection with any sale thereof pursuant to a
registration statement under the 1933 Act covering any resale by the
Buyer of the Common Stock being sold, and the Buyer shall comply
with any applicable prospectus delivery requirements of the 1933 Act
in connection with any such sale.

<PAGE>

i. Intentional Acts or Omissions. Neither party shall
intentionally perform any act which if performed, or omit to perform
any act which if omitted to be performed, would prevent or excuse
the performance of this Agreement or any of the transactions
contemplated hereby.
j. No Shorting. As a material inducement for the Company
to enter into this Agreement, the Buyer represents that it has not
as of the date hereof, and covenants on behalf of itself and its
affiliates that neither Buyer nor any affiliate of Buyer will at any
time in which the Buyer or any affiliate of the Buyer beneficially
owns any of the Securities, engage in any short sales of, or hedging
or arbitrage transactions with respect to, the Common Stock, or sell
"put" options or similar instruments with respect to the Common
Stock. The Company acknowledges that a sale of Conversion Shares (or
Warrant Shares) on the date a conversion of the Notes (or exercise
notice for the Warrants) is made, even if such sale is made prior to
delivery of the notice of conversion with respect to such Conversion
Shares (or exercise notice with respect to such Warrant Shares), is
not a "short sale" for purposes of this Section 4(j).

k. Expenses. The Company agrees to pay to or at the
direction of the Buyer the sum of $3,500.00 at the Closing as
reimbursement for the attorney's fees and expenses of the Buyer
incurred by it in connection with the transactions contemplated by
this Agreement.

l. Conversion Restrictions. Notwithstanding
anything to the contrary set forth herein or in the Notes, in no
event shall any holder of the Notes be entitled to convert Notes in
excess of such portion of the principal of the Notes that, upon
giving effect to such conversion, would cause the aggregate number
of shares of Common Stock beneficially owned by the holder and its
affiliates to exceed 9.99% of the outstanding shares of the Common
Stock following such conversion. For purposes of the foregoing
proviso, the aggregate number of shares of Common Stock beneficially
owned by the holder and its affiliates shall include the number of
shares of Common Stock issuable upon conversion of the Notes with
respect to which the determination of such proviso is being made..
Except as set forth in the preceding sentence, for purposes of this
Section 2(a), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as
amended. The limitations imposed by this Section 4(l) on conversion
of Notes shall no longer apply, and the holder of the Notes may
convert all or any portion of the Notes, irrespective of the
resulting beneficial ownership of the Company's Common Stock, should
any of the following events occur: (I) The Company shall either:
(i) become insolvent; (ii) admit in writing its inability to pay its
debts generally or as they become due; (iii) make an assignment for
the benefit of creditors or commence proceedings for its
dissolution; or (iv) apply for, or consent to the appointment of, a
trustee, liquidator, or receiver for its or for a substantial part
of its property or business; or (II) A trustee, liquidator or
receiver shall be appointed for the Company or for a substantial
part of its property or business without the Company's consent and
such appointment is not discharged within sixty (60) days after such
appointment; or (III) Any governmental agency or any court of
competent jurisdiction at the instance of any governmental agency
shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or (IV) Any money
judgment, writ or Note of attachment, or similar process in excess
of Two Hundred Thousand United States Dollars (US$200,000.00) in the
aggregate shall be entered or filed against the Company or any of
its properties or assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any
event later than five (5) days prior to the date of any proposed
sale thereunder; or (V) Bankruptcy, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the
Company, shall not be dismissed within sixty days after such
institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the
material allegations of, or default in answering a petition filed
in, any such proceeding

<PAGE>

m. Restriction on Below Market Issuance of
Securities. Until the date which is nine (9) months from the
Closing Date, the Company shall not issue or agree to issue {other
than (i) to the Buyer pursuant to the transactions contemplated
herein, (ii) pursuant to any employee stock option plan or employee
stock purchase plan of the Company established during the term of
this restriction for a legitimate business purpose and not to avoid
the restrictions imposed in this Section 4(m), (iii) pursuant to any
existing security, option, warrant, scrip, call or commitment or
right in each case as disclosed on Schedule 3(c) hereof, or (iv)
with the consent of the Buyer, not to be unreasonably withheld} any
equity securities of the Company (or any security convertible into
or exercisable or exchangeable, directly or indirectly, for equity
securities of the Company) or debt securities of the Company if such
securities are issued at a price (or provide for a conversion,
exercise or exchange price) which may be less than the current
market price for the Common Stock on the date of issuance (in the
case of Common Stock) or the date of conversion, exercise or
exchange (in the case of securities convertible into or exercisable
or exchangeable, directly or indirectly, for Common Stock). Except
as provided with respect to the transactions contemplated herein and
in subsections (i), (ii), (iii), or (iv) above of this Section 4(m),
the Company shall not grant any additional so-called "registration
rights."

5. LEGEND AND TRANSFER INSTRUCTIONS.

a. Transfer Agent Instructions. The Company shall instruct
its transfer agent to issue certificates, registered in the name of
the Buyer or its nominee, for the Conversion Shares, the Warrant
Shares and the Interest Shares (if any) in accordance with the terms
of the applicable Notes and Warrants and in such amounts as
specified from time to time by the Buyer to the Company, upon
conversion of the Notes or exercise of the Warrants (as applicable).
All such certificates shall bear the restrictive legend specified in
Section 2(g) of this Agreement only to the extent required by
applicable law and as specified in this Agreement and the Exhibits
and Addenda hereto. The Company warrants that no instruction other
than such instructions referred to in this Section 5, and stop
transfer instructions to give effect to Section 2(f) hereof in the
case of the Conversion Shares, the Warrant Shares and the Interest
Shares (if any) prior to the registration of same under the 1933
Act, will be given by the Company to its transfer agent and that the
Conversion Shares, the Warrant Shares and the Interest Shares (if
any) shall otherwise be freely transferable on the books and records
of the Company as and to the extent permitted by applicable law and
provided by this Agreement, the Warrants and the Registration Rights
Agreement. Nothing in this Section shall affect in any way the
Buyer's obligations and agreement to comply with all applicable
securities laws upon resale of the Conversion Shares, the Warrant
Shares and/or the Interest Shares (if any). If the Buyer (x)
provides the Company with an opinion of counsel reasonably
satisfactory to Company that registration by the Buyer of the Notes,
the Warrants, the Warrant Shares, the Conversion Shares and/or the
Interest Shares (if any) is not required under the 1933 Act, or (y)
transfers Securities to an affiliate which is an accredited investor
(in accordance with the provisions of this Agreement) or in
compliance with Rule 144, then in either instance the Company shall
permit the said transfer, and if applicable promptly (and in all
events within two (2) trading days) instruct its transfer agent to
issue one or more certificates in such name and in such
denominations as specified by the Buyer.

<PAGE>

b. Removal of Legends. The Legend shall be removed and the
Company shall issue a certificate without such Legend to the holder
of any Security upon which it is stamped, and a certificate for a
security shall be originally issued without the Legend, if, unless
otherwise required by state securities laws, (x) the sale of such
Security is registered under the 1933 Act, or (y) such holder
provides the Company with an opinion by counsel reasonably
satisfactory to the Company, that is in form, substance and scope
reasonably satisfactory to the Company, to the effect that a public
sale or transfer of such Security may be made without registration
under the 1933 Act or (z) such holder provides the Company with
assurances reasonably satisfactory to the Company and its counsel,
that such Security can be sold pursuant to Rule 144. The Buyer
agrees that its sale of all Securities, including those represented
by a certificate(s) from which the Legend has been removed, or which
were originally issued without the Legend, shall be made only
pursuant to an effective registration statement (and to deliver a
prospectus in connection with such sale) or in compliance with an
exemption from the registration requirements of the 1933 Act. In
the event the Legend is removed from any Security or any Security is
issued without the Legend and thereafter the effectiveness of a
registration statement covering the sales of such Security is
suspended or the Company determines that a supplement or amendment
thereto is required by applicable securities laws, then upon
reasonable advance notice to the holder of such Security, the
Company shall be entitled to require that the Legend be placed upon
any such Security which cannot then be sold pursuant to an effective
registration statement or Rule 144 or with respect to which the
opinion referred to in clause (y) next above has not been rendered,
which Legend shall be removed when such Security may be sold
pursuant to an effective registration statement or Rule 144 (or such
holder provides the opinion with respect thereto described in clause
(y) next above.

c. Conversion of Notes. The Buyer shall have the right to
convert the Notes sold hereunder by delivering via facsimile an
executed and completed Notice of Conversion (as defined in the
Notes) to the Company and delivering within two (2) business days
thereafter the original Notice of Conversion and (once it has been
fully converted) the original Note being converted by express
courier to the Company. Each date on which a Notice of Conversion is
telecopied to the Company in accordance with the provisions hereof
shall be deemed a "Conversion Date." The Company will transmit the
certificates representing the shares of Common Stock issuable upon
conversion of any Notes (along with a replacement Note representing
the amount of principal of said Note not so converted, if
applicable) to the Buyer via express courier, within three (3)
business days after the relevant Conversion Date (with respect to
each conversion, the "Deadline"). Time is of the essence with
respect to the requirements of the immediately preceding sentence.

d. Injunctive Relief for Breach. The Company acknowledges
that a breach of its obligations under Sections 5(a), 5(b) and 5(c)
above will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the transactions contemplated hereby.
Accordingly the Company agrees that the remedy at law for a breach
of its obligations under such Sections would be inadequate and
agrees, in the event of a breach or threatened breach by the Company
of the provisions of such Sections, the Buyer shall be entitled, in
addition to all other remedies at law or in equity, to an injunction
restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without
any bond or other security being required.

<PAGE>

e. Liquidated Damages for Non-Delivery of
Certificates. In addition to the provisions of Section 5(d) above,
the Company understands and agrees that a delay in the issuance of
the Certificates beyond the Deadline will result in substantial
economic loss and other damages to the Buyer. As partial
compensation to the Buyer for such loss, the Company agrees to pay
liquidated damages (and which the Company acknowledges is not a
penalty) to the Buyer for issuance and delivery of the Certificates
after the Deadline, in accordance with the following schedule (where
"No. Business Days Late" is defined as the number of business days
beyond five (5) business days from the date of delivery by the Buyer
to the Company of a facsimile Notice of Conversion (or, if later,
from the date on which all other necessary documentation duly
executed and in proper form required for conversion of Notes as
described in this Agreement, including the original Notice of
Conversion, all in accordance with this Agreement only if such
necessary documentation has not been delivered to the Company within
the two (2) business day period after the facsimile delivery to the
Company of the Notice of Conversion required in this Agreement)):

No. Business Days Late Liquidated Damages
(in US$)

1 $300
2 $400
3 $500
4 $600
5 $700
6 $800
7 $900
8 $1,000
9 $1,000
10 $1,500
11+ $1,500 + $500
for
each Business
Day Late
beyond 11 days

The Company shall pay the Buyer any liquidated damages
incurred as called for under this Section 5(e) by certified or
cashier's check upon the earlier of (i) issuance of the Certificates
to the Buyer or (ii) each monthly anniversary of the receipt by the
Company of the Buyer's Notice of Conversion. Nothing herein shall
limit the Buyer's right to pursue actual damages for the Company's
failure to issue and deliver the Certificates to the Buyer in
accordance with the terms of this Agreement or for breach by the
Company of this Agreement.

<PAGE>

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to sell Notes at the Closing
is subject to the satisfaction, on or before the Closing Date, of
each of the following conditions, provided that these conditions are
for the Company's sole benefit and may be waived by the Company at
any time in its sole discretion:

a. The parties shall have executed this Agreement, the
Registration Rights Agreement and the Escrow Agreement, and the
parties shall have delivered the respective documents or signature
pages thereof (via facsimile or otherwise as permitted in the Escrow
Agreement) to the Escrow Agent.

b. The Buyer shall have delivered to the Escrow Agent on
behalf of the Company the Purchase Price for the Notes and Warrants
purchased at the Closing, by wire transfer of immediately available
funds pursuant to the wiring instructions provided by the Escrow
Agent.

c. The representations and warranties of the Buyer shall be
true and correct in all material respects as of the date made and as
of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied
with by the Buyer at or prior to the Closing Date.

d. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent
jurisdiction or any self regulatory organization having authority
over the matters contemplated hereby which restricts or prohibits
the consummation of any of the transactions contemplated herein.

7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The obligation of the Buyer to purchase Notes and Warrants is
subject to the satisfaction, on or before the Closing Date, of each
of the following conditions, provided that these conditions are for
the sole benefit of the Buyer and may be waived by the Buyer at any
time in its sole discretion:

a. The parties shall have executed this Agreement, the
Registration Rights Agreement and the Escrow Agreement, the parties
shall have delivered the respective documents or signature pages
thereof (via facsimile or otherwise as permitted in the Escrow
Agreement) to the Escrow Agent on behalf of each other.

b. The representations and warranties of the Company shall
be true and correct in all material respects as of the date made and
as of Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date) and
the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date. The Buyer may
require a certificate, executed by the Chief Executive Officer of
the Company, dated as of the Closing Date, to the foregoing effect
and as to such other matters as may be reasonably requested by the
Buyer.

<PAGE>

c. With respect to the Closing, the Company shall have
issued and have duly executed by the authorized officers of the
Company, and delivered to the Escrow Agent on behalf of the Buyer,
the Note and Warrant being sold at the Closing (via facsimile or
otherwise as required by the Escrow Agreement, provided that any
permitted facsimile of such documents shall be followed with
physical delivery to the Escrow Agent of the original instrument or
security within one (1) business day after facsimile of same to the
Escrow Agent).

d. The Common Stock shall be authorized for quotation on the
OTC Bulletin Board Market (or another national securities exchange
or market) and trading in the Common Stock on such market shall not
have been suspended by the SEC or other relevant regulatory agency.

e. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent
jurisdiction or any self regulatory organization having authority
over the matters contemplated hereby which restricts or prohibits
the consummation of any of the transactions contemplated herein.

f. The Escrow Agent shall have received on behalf of the
Buyer the opinion of Company counsel, dated as of the Closing Date,
substantially in the form attached hereto as Exhibit E.

8. GOVERNING LAW; MISCELLANEOUS.

a. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware
without regard to the principles of conflict of laws. In the event
of any litigation regarding the interpretation or application of
this Agreement, the parties irrevocably consent to jurisdiction in
any of the state or federal courts located in the State of Delaware
and waive their rights to object to venue in any such court,
regardless of the convenience or inconvenience thereof to any party.
Service of process in any civil action relating to or arising out
of this Agreement (including also all Exhibits or Addenda hereto) or
the transaction(s) contemplated herein may be accomplished in any
manner provided by law. The parties hereto agree that a final,
non-appealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on
such judgment or in any other lawful manner.

b. Counterparts. This Agreement may be executed in two or
more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts
have been signed by each party and signature pages from such
counterparts have been delivered to the Escrow Agent on behalf of
the other party. In the event any signature page is delivered by
facsimile transmission (which the parties agree is an acceptable
form of delivery), the party using such means of delivery shall
cause three (3) additional originally executed signature pages to be
physically delivered to the Escrow Agent on behalf of the other
party within two (2) business days of the execution and delivery
hereof.

<PAGE>

c. Headings; Gender, Etc. The headings of this Agreement
are for convenience of reference and shall not form a part of, or
affect the interpretation of this Agreement. As used herein, the
masculine shall refer to the feminine and neuter, the feminine to
the masculine and neuter, and the neuter to the masculine and
feminine, as the context may require. As used herein, unless the
context clearly requires otherwise, the words "herein," "hereunder"
and "hereby," shall refer to this entire Agreement and not only to
the Section or paragraph in which such word appears. If any date
specified herein falls upon a Saturday, Sunday or public or legal
holidays, the date shall be construed to mean the next business day
following such Saturday, Sunday or public or legal holiday. For
purposes of this Agreement, a "business day" is any day other than a
Saturday, Sunday or public or legal holiday.

d. Severability. If any provision of this Agreement shall
be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other
jurisdiction.

e. Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the
Company nor the Buyer makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in
writing signed by the party to be charged with enforcement.

f. Notices. Any notices required or permitted to be given
under the terms of this Agreement shall be sent by U. S. Mail or
delivered personally or by courier or via facsimile (if via
facsimile, to be followed within three (3) business days by an
original of the notice document via U.S. Mail or courier) and shall
be effective five (5) days after being placed in the mail, if
mailed, certified or registered, return receipt requested, or upon
receipt, if delivered personally or by courier or by facsimile, in
each case properly addressed to the party to receive the same. The
addresses for such communications shall be:

If to the Company: Internet Golf Association, Inc.
24921 Dana Point Harbor, Suite B-200
Dana Point, California 92629
Telephone: 949.493.9546
Facsimile: 949.493.0651
Attention: Mr. Vincent Castagnola, President & CEO

With a copy to: Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
Telephone: 949.719.1977
Facsimile: 949.719.1988
Attention: Mr. M. Richard Cutler, Esq.

<PAGE>

If to the Buyer, at the address on the signature page of this
Agreement. Each party shall provide written notice to the other
party of any change in address.

g. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors and assigns. Neither the Company nor the Buyer shall
assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other (which consent shall not be
unreasonably withheld), and in any event any assignee of the Buyer
shall be an accredited investor (as defined in Regulation D), in the
written opinion of counsel who is reasonably satisfactory to the
Company and in form, substance and scope reasonably satisfactory to
the Company. Notwithstanding the foregoing, if applicable, any of
the entities constituting the Buyer (if greater than one (1) entity)
may assign its rights hereunder to any of its "affiliates," as that
term is defined under the 1934 Act, without the consent of the
Company; provided, however, that any such assignment shall not
release such assigning entity from its obligations hereunder unless
such obligations are assumed by such affiliate and the Company has
prior to such assignment and assumption consented in writing to the
same; and no such assignment shall be made unless it is made in
accordance with any applicable securities laws of any applicable
jurisdiction. Any request for an assignment made hereunder by the
Buyer shall be accompanied by a legal opinion in form, substance and
scope reasonably satisfactory to the Company, that such assignment
is proper under applicable law. Notwithstanding anything herein to
the contrary, Buyer may pledge the Securities as collateral for a
bona fide loan pursuant to a security agreement with a third party
lender, and such pledge shall not be considered an assignment in
violation of this Agreement so long as it is made in compliance with
all applicable law.

h. No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.

i. Survival. Unless this Agreement is terminated under
Section 8(1), the representations and warranties of the Company and
the Buyer contained in Sections 2 and 3 and the agreements and
covenants set forth in Sections 4, 5 and 8 shall survive the Closing
of the purchase and sale of Securities purchased and sold hereby.

j. Publicity. The Company and the Buyer shall have the
right to review before issuance by the other, any press releases or
any other public statements with respect to the transactions
contemplated hereby; provided, however, that the Company shall be
entitled, without prior consultation with or approval of the Buyer,
to make any press release or other public disclosure with respect to
such transactions as is required by applicable law and regulations.

k. Further Assurance. Each party shall do and perform, or
cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

<PAGE>

l. Termination. In the event that the Closing shall not
have occurred on or before ten (10) business days from the date
hereof, this Agreement shall terminate at the close of business on
such date. Neither party may unilaterally terminate this Agreement
after the Closing for any reason other than a material breach of
this Agreement by the non-terminating party, other than as specified
in Section 4(l) above. Such termination shall not be the sole remedy
for a breach of this Agreement by the non-terminating party, and
each party shall retain all of its rights hereunder at law or in
equity. Notwithstanding anything herein to the contrary, a party
whose breach of a covenant or representation and warranty or failure
to satisfy a condition prevented the Closing shall not be entitled
to terminate this Agreement.

m. Remedies. No provision of this Agreement providing for
any specific remedy to a party shall be construed to limit such
party to the specific remedy described, and any other remedy that
would otherwise be available to such party at law or in equity shall
be so available. Nothing in this Agreement shall limit any rights a
party may have with any applicable federal or state securities laws
with respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the Buyer and the Company have caused this
Securities Purchase Agreement to be duly executed as of the date
first written above.

[SIGNATURE PAGE FOLLOWS]

List of Exhibits

Exhibit A Form of Note
Exhibit B Warrant to Purchase Common Stock
Exhibit C Registration Rights Agreement
Exhibit D Escrow Agreement
Exhibit E Opinion of Counsel for Internet Golf Association, Inc.

<PAGE>

[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT DATED
AS OF AUGUST 31, 1999]

COMPANY:

INTERNET GOLF ASSOCIATION, INC.

/s/ Vincent Castagnola
By:_____________________________________________
Mr. Vincent Castagnola, President &
Chief Executive Officer

BUYER:

TRITON PRIVATE EQUITIES FUND, L.P.

By: Triton Capital Management, L.L.C., a
General Partner

/s/ John C. Tausche
By:____________________________________________
Mr. John C. Tausche, Managing Member

BUYER'S ADDRESS:

225 North Market Street
Suite 220
Wichita, Kansas 67202
Telephone: 316.262.8874
Telecopier: 316.262.6801

<PAGE>

SECURITIES PURCHASE AGREEMENT

Schedule 3(c)

Outstanding Options to Purchase Common Stock:

Outstanding Warrants to Purchase Common Stock:

Promissory Notes Convertible Into Common Stock:

Commitments to Sell and Register Common Stock:

<PAGE>

SECURITIES PURCHASE AGREEMENT

Schedule 3(g)

Registration of all the Registrable Securities under the Securities
Act of 1933, as amended, requires the filing of a registration
statement with the Securities and Exchange Commission and a
declaration of effectiveness of the registration statement by the
Securities and Exchange Commission.

[ADDITIONAL REGISTRATION RIGHTS, IF ANY]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE
EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
LAWS.

DATE: AUGUST 31, 1999

NOTE # 01 U.S.$333,333.00

INTERNET GOLF ASSOCIATION, INC.

SERIES 1999-A EIGHT PERCENT (8%) CONVERTIBLE PROMISSORY NOTE
DUE AUGUST 1, 2001

THIS NOTE is one of a duly authorized issue of Notes (a
"Note" or the "Notes") of Internet Golf Association, Inc., a
corporation duly organized and validly existing under the laws of
the State of Nevada, U.S.A. (the "Company") designated as its Series
1999-A Eight Percent (8%) Convertible Notes Due August 1, 2001, in
an aggregate principal face value for all Notes of this series of
Three Hundred Thirty Three Thousand Three Hundred Thirty Three and
no/100 United States Dollars (US$333,333.00).

FOR VALUE RECEIVED, the Company promises to pay to THE
TRITON PRIVATE EQUITIES FUND, L.P., the registered holder hereof and
its successors and assigns (the "Holder"), the principal sum of
Three Hundred Thirty Three Thousand Three Hundred Thirty Three and
no/100 United States Dollars ($333,333.00) on August 1, 2001 (the
"Maturity Date"), and to pay interest on the principal sum
outstanding, at the rate of eight percent (8%) per annum due and
payable in quarterly installments in arrears, on June 30, September
30, December 31 and March 31 of each year during the term of this
Note, with the first such payment to be made on December 31, 1999.
Accrual of interest on the outstanding principal amount, payable in
cash or Common Stock (defined hereinafter) at the Holder's option,
shall commence on the date hereof and shall continue until payment
in full of the outstanding principal amount has been made or duly
provided for. The interest so payable will be paid to the person in
whose name this Note (or one or more predecessor Notes) is
registered on the records of the Company regarding registration and
transfers of the Note (the "Note Register"); provided, however, that
the Company's obligation to a transferee of this Note arises only if
such transfer, sale or other disposition is made in accordance with
the terms and conditions of that Securities Purchase Agreement of
even date herewith between the Company and The Triton Private
Equities Fund, L.P. (the "Securities Purchase Agreement").

<PAGE>

The principal of, and interest on, this Note are payable
in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts, at the address last appearing on the Note Register of the
Company as designated in writing by the Holder hereof from time to
time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity
Date, less any amounts required by law to be deducted or withheld,
to the record Holder of this Note as of the fifth business day (as
defined in the Securities Purchase Agreement) prior to the Maturity
Date and addressed to such Holder at the last address appearing on
the Note Register. The forwarding of such funds shall constitute a
payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on
this Note to the extent of the sum represented by such payment plus
any amounts so deducted or withheld. Except as herein provided, this
Note may not be prepaid without the prior written consent of the
Holder. Interest may at the Holder's option be paid in Common Stock,
with the number of shares of Common Stock to be delivered in payment
of such interest determined by taking the dollar amount of interest
being paid divided by [the average of the closing bid prices for the
Common Stock for the ten (10) trading days prior to the due date of
such interest payment multiplied by ninety percent (.90)].

This Note is subject to the following additional provisions:

1. Note Exchangeable. The Note is exchangeable
commencing thirty (30) days from the date hereof for an equal
aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same, but
not of denominations of less than Fifty Thousand United States
Dollars (US$50,000.00) without the Company's written consent. No
service charge will be made for such registration or transfer or
exchange.

2. Withholding. The Company shall be
entitled to withhold from all payments of principal or interest
pursuant to this Note any amounts required to be withheld under the
applicable provisions of the United States income tax or other
applicable laws at the time of such payments.

3. Transfer/Exchange of Note; Registered Holder;
Opinion of Counsel; Legend. This Note has been issued subject
to investment representations of the original purchaser hereof and
may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended (the "1933 Act") and applicable
state securities laws. Prior to due presentment for transfer of this
Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's Note
Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not his Note
be overdue, and neither the Company nor any such agent shall be
affected or bound by notice to the contrary.

<PAGE>

The Holder understands and acknowledges by its acceptance
hereof that (i) except as provided in the Securities Purchase
Agreement and in that Registration Rights Agreement attached as
Exhibit C to the Securities Purchase Agreement (the "Registration
Rights Agreement"), both such documents incorporated herein by
reference, this Note and the shares of common stock in the Company
issuable upon conversion thereof as herein provided ("Conversion
Shares") have not been and are not being registered under the 1933
Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (a) subsequently registered
thereunder, or (b) the Holder shall have delivered to the Company an
opinion of counsel, reasonably satisfactory in form, substance and
scope to the Company, to the effect that the securities to be sold,
assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration; (ii) any sale of
such securities made in reliance on Rule 144 promulgated under the
1933 Act may be made only in accordance with the terms of said Rule
and further, if said Rule is not applicable, any resale of such
securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance
with some other regulation and/or exemption under the 1933 Act or
the rules and regulations of the United States Securities and
Exchange Commission (the "SEC") thereunder; and (iii) neither the
Company nor any other person is under any obligation to register
such securities under the 1933 Act or any state securities laws
(other than pursuant to the terms of the Securities Purchase
Agreement and the Registration Rights Agreement) or to comply with
the terms and conditions of any exemption thereunder.

Any Conversion Shares issued upon conversion of this
Note, and if applicable, any common stock of the Company issued in
payment of interest as herein provided, shall, if and only to the
extent required by law, bear legends in similar form to the legends
set forth on the first page of this Note.

4. Conversion of Note into Common Stock;
Redemption by the Company.

(a) The Holder of this Note is entitled, at its
option, at any time commencing the earlier of (i) the date on which
the Registration Statement (as defined in the Securities Purchase
Agreement) is declared effective by the SEC; or (ii) the date which
is one hundred twenty (120) days after the date first written at the
top of this Note, to convert all or a portion of the original
principal face amount of this Note into shares of common stock in
the Company, $.001 par value per share (defined herein as the
"Common Stock"), at a conversion price (the "Conversion Price") for
each share of Common Stock equal to the lesser of (x) one hundred
twenty-five percent (125%) of the closing bid price for the Common
Stock on the date of issuance of this Note, or (y) a percentage (the
"Applicable Percentage") of the average of the three (3) lowest
closing bid prices for the Common Stock for the twenty (20) trading
days immediately preceding the Conversion Date (as hereinafter
defined), as reported on the National Association of Securities
Dealers OTC Bulletin Board Market (or on such other national
securities exchange or market as the Common Stock may trade at such
time). The Applicable Percentage shall be equal to the following:
(i) for conversions made on or before 120 days after the date of
this Note, 105%; (ii) for conversions made between 121 and 150 days
after the date of this Note, 103%; (iii) for conversions made
between 151 and 180 days after the date of this Note, 100%; (iv) for
conversions made between 181 and 210 days after the date of this
Note, 97%; or (v) for conversions made after 210 days after the date
of this Note, 95%.

<PAGE>

Any conversion of this Note shall be achieved by
submitting to the Company the fully completed form of conversion
notice attached hereto as Exhibit I (a "Notice of Conversion"),
executed by the Holder of this Note evidencing such Holder's
intention to convert this Note or the specified portion (as herein
provided) hereof. A Notice of Conversion may be submitted via
facsimile to the Company at the telecopier number for the Company
provided in the Securities Purchase Agreement (or at such other
number as requested in advance of such conversion in writing by the
Company), and if so submitted the original Notice of Conversion
shall be delivered to the Company within three (3) business days
thereafter. The Company and the Holder shall each keep records with
respect to the portion of this Note then being converted and all
portions previously converted; upon receipt by the Holder of the
requisite Conversion Shares, the outstanding principal amount of the
Note shall be reduced by the amount specified in the Notice of
Conversion resulting in such Conversion Shares. The Company may from
time to time, but is not required to, instruct the Holder and the
Holder shall surrender this Note along with the Notice of Conversion
for the purposes of making a notation thereon as to the amount of
principal being converted, or of canceling this Note and issuing a
new Note in the same form with the principal amount of such Note
reduced by the amount converted. Such new or notated Note shall be
delivered to the Holder within three (3) business days after such
Holder's surrender to the Company. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole
share. Accrued interest on the converted portion of the Note shall
be payable upon conversion thereof, in cash or Common Stock at the
Conversion Price, at the Company's option. The date on which a
notice of conversion is given (the "Conversion Date") shall be
deemed to be either the date on which the Company receives from the
Holder an original Notice of Conversion duly executed, or, if
earlier, the date set forth in such Notice of Conversion if the
original Notice of Conversion is received by the Company within
three (3) business days thereafter.

In all cases, the Company shall deliver the Conversion
Shares to the Holder within three (3) business days after the
Conversion Date with respect to such Conversion Shares being
delivered, and at the address specified in the Notice of Conversion.
The Company acknowledges that the Securities Purchase Agreement
requires that the Company pay liquidated damages for late or
non-delivery of Conversion Shares.

Subject to the provisions of Paragraph 4(b) hereof, at
the Maturity Date, the remaining portion of this Note which remains
unconverted, if any, plus accrued interest shall be automatically
converted into shares of Common Stock as of the Maturity Date, as if
the Holder had converted the remaining portion of this Note
according to the provisions of this Section 4, with the Conversion
Date being equivalent in such event to the Maturity Date, as if the
Holder had provided the Company with a Notice of Conversion with
respect to the outstanding principal amount of this Note on the
Maturity Date. Other than a conversion made on the Maturity Date in
accordance with this paragraph, conversions of this Note must be
effected in increments of at least Ten Thousand U.S. Dollars
($10,000) of principal amount of this Note (or such lesser
outstanding principal amount of this Note).

<PAGE>

(b) Notwithstanding anything herein to the
contrary, the Company shall have the right (but not the obligation)
to redeem all or any portion of this Note, provided the Company is
not then in violation of any of its obligations under this Note or
under the Securities Purchase Agreement or any addenda thereto,
under the following conditions. At any time prior to delivery of any
Notice of Conversion (in this Section 4(b), a "Notice") to the
Company by the Holder in accordance with the terms of this Note, the
Company may give to the Holder notice (a "Redemption Notice") that
it intends to pay the Holder the Cash Redemption Amount (as
hereinafter defined) with respect to all or such portion of the Note
referred to in the Redemption Notice. The "Cash Redemption Amount"
shall be equal to one hundred percent (100%) of the face amount of
the portion of the Note to be redeemed pursuant to the Redemption
Notice, and shall be paid to the Holder according to the Holder's
written instructions to the Company within three (3) business days
after delivery of the Redemption Notice with respect to such Note or
portion thereof to be redeemed. If the Company does not redeem
within the time limits herein specified and according to the terms
of this Section 4(b), then unless waived by the Holder, the
Redemption Notice shall be null and void, and the Holder may convert
all or such portion of this Note as the Holder in its discretion
determines.

5. Obligations of the Company Herein are
Unconditional. No provision of this Note shall alter or impair the
obligation of the Company, which obligation is absolute and
unconditional, to repay the principal amount of this Note at the
time, place, rate, and in the coin currency, hereinabove stated.
This Note and all other Notes now or hereafter issued in replacement
of this Note on the same or similar terms are direct obligations of
the Company. This Note ranks at least equally with all other Notes
now or hereafter issued under the terms set forth herein. The
Conversion Price and number of shares of Common Stock issuable upon
conversion shall be subject to adjustment from time to time as
provided in Section 6 below.

6. Adjustments.

(a) In the event the Company should at any time or
from time to time, after the date of this Note, fix a record date
for the effectuation of a split or subdivision of the outstanding
shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable
in additional shares of Common Stock (equal to at least ten percent
(10%) or more of the Company's then issued and outstanding shares of
Common Stock) or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly
additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common
Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend, distribution, split or
subdivision if no record date is fixed), the Conversion Price shall
be appropriately decreased so that the number of shares of Common
Stock issuable on conversion of this Note shall be increased in
proportion to such increase in the aggregate number of shares of
Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.

(b) If the number of shares of Common Stock
outstanding at any time after the date of this Note is decreased by
a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Price
shall be appropriately increased so that the number of shares of
Common Stock issuable upon conversion of this Note shall be
decreased in proportion to such decrease in outstanding shares.

<PAGE>

(c) In the event the Company, at any time while
all or any portion of this Note is outstanding, shall be
consolidated with or merged into any other corporation or
corporations or shall sell or lease all or substantially all of its
property and business as an entirety, then lawful provisions shall
be made as part of the terms of such consolidation, merger, sale or
lease so that the holder of this Note may thereafter receive in lieu
of such Common Stock otherwise issuable to such holder upon
conversion of this Note, but at the conversion rate which would
otherwise be in effect at the time of conversion, as hereinbefore
provided, the same kind and amount of securities or assets as may be
issuable, distributable or payable upon such consolidation, merger,
sale or lease with respect to Common Stock of the Company.

7. Reservation of Shares. The Company
shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Note, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any
time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of this Note, in
addition to such other remedies as shall be available to Holder, the
Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase the number of authorized but
unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including without limitation, using
its best efforts to obtain the requisite stockholder approval
necessary to increase the number of authorized shares of the
Company's Common Stock.

8. Note Holder Not Deemed a Stockholder. No
Holder, as such, of this Note shall be entitled (prior to conversion
of this Note into Common Stock, and only then to the extent of such
conversion) to vote or receive dividends or be deemed the holder of
shares of the Company for any purpose, nor shall anything contained
in this Note be construed to confer upon the Holder hereof, as such,
any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the holder of this Note of the Conversion
Shares which he or she is then entitled to receive upon the due
conversion of all or a portion of this Note. Notwithstanding the
foregoing, the Company will provide the Holder with copies of the
same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

9. No Limitation on Corporate Action. No
provisions of this Note and no right or option granted or conferred
hereunder shall in any way limit, affect or abridge the exercise by
the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to
transfer all or any part of its property or assets, or the exercise
of any other of its corporate rights and powers.

<PAGE>

10. Representations of Holder. Upon
conversion of all or a portion of this Note, the Holder shall
confirm in writing, in a form reasonably satisfactory to the
Company, that the Conversion Shares so purchased are being acquired
solely for the Holder's own account and not as a nominee for any
other party, and that such Holder is an Accredited Investor (as
defined in Rule 501(a) of Regulation D promulgated under the 1933
Act). The Company acknowledges that Holder's duly executed
certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately preceding
sentence. If such Holder cannot make such representations because
they would be factually incorrect, it shall be a condition to such
Holder's conversion of all or a portion of the Note that the Company
receive such other representations as the Company considers
reasonably necessary to assure the Company that the issuance of its
securities upon conversion of the Note shall not violate any United
States or state securities laws.

11. Waiver of Demand, Presentment, Etc. The
Company hereby expressly waives demand and presentment for payment,
notice of nonpayment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, bringing
of suit and diligence in taking any action to collect amounts called
for hereunder and shall be directly and primarily liable for the
payment of all sums owing and to be owing hereunder, regardless of
and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder.

12. Attorney's Fees. The Company agrees to
pay all costs and expenses, including without limitation reasonable
attorney's fees, which may be incurred by the Holder in collecting
any amount due under this Note or in enforcing any of Holder's
conversion rights as described herein.

13. Default. If one or more of the following
described "Events of Default" shall occur:

(a) The Company shall continue in default in the
payment of principal or interest on this Note for a period of ten
(10) days after a notice of default is received by the Company with
respect to any such payment, or the Company shall not timely honor
any Notice of Conversion as specified herein and in the Securities
Purchase Agreement; or

(b) Any of the representations or warranties made
by the Company herein, in the Securities Purchase Agreement, the
Registration Rights Agreement, or in any certificate or financial or
other written statement heretofore or hereafter furnished by or on
behalf of the Company in connection with the execution and delivery
of this Note or the Securities Purchase Agreement or the
Registration Rights Agreement shall be false or misleading in any
material respect at the time made and the Holder shall have provided
seven (7) days prior written notice to the Company of the alleged
misrepresentation or breach of warranty and the same shall continue
uncured for a period of seven (7) days after such written notice
from the Holder; or

(c) The Company shall fail to perform or observe,
in any material respect, any other covenant, term, provision,
condition, agreement or obligation of the Company under this Note or
the Securities Purchase Agreement and such failure shall continue
uncured for a period of seven (7) days after written notice from the
Holder of such failure; or

<PAGE>

(d) The Company shall either: (i) become
insolvent; (ii) admit in writing its inability to pay its debts
generally or as they become due; (iii) make an assignment for the
benefit of creditors or commence proceedings for its dissolution; or
(iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for its or for a substantial part of its
property or business; or

(e) A trustee, liquidator or receiver shall be
appointed for the Company or for a substantial part of its property
or business without the Company's consent and such appointment is
not discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of
competent jurisdiction at the instance of any governmental agency
shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or

(g) Any money judgment, writ or Note of
attachment, or similar process in excess of Two Hundred Thousand
United States Dollars (US$200,000.00) in the aggregate shall be
entered or filed against the Company or any of its properties or
assets and shall remain unpaid, unvacated, unbonded or unstayed for
a period of fifteen (15) days or in any event later than five (5)
days prior to the date of any proposed sale thereunder; or
(h) Bankruptcy, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the
Company, shall not be dismissed within sixty days after such
institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the
material allegations of, or default in answering a petition filed
in, any such proceeding; or

(i) The Company shall have its Common Stock
delisted from the OTC Bulletin Board Market or suspended from
trading thereon, and shall not have its Common Stock relisted on the
same or another national securities exchange, or have such
suspension lifted, as the case may be, within ninety days after such
delisting or suspension; or

(j) The Company shall have received a notice of
default on the payment of any debt(s) aggregating in excess of Two
Hundred Thousand United States Dollars (US$200,000.00) beyond any
applicable grace period;

then, or at any time thereafter, and in any and every such case,
unless such Event of Default shall have been waived in writing by
the Holder (which waiver in one instance shall not be deemed to be a
waiver in another instance or for any other prior or subsequent
Event of Default) at the option of the Holder and in the Holder's
sole discretion, the Holder may immediately accelerate the maturity
hereof, whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the
Company, anything herein or in any Note or other instrument
contained to the contrary notwithstanding, and the Holder may
immediately, and upon the expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or
any other rights or remedies afforded by law or equity.

<PAGE>

14. Note a General Unsecured Obligation of the
Company. This Note represents a general unsecured obligation of
the Company. No recourse shall be had for the payment of the
principal of, or the interest on, this Note, or for any claim based
thereon, or otherwise in respect hereof, against any incorporator,
shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.

15. Enforceability. In case any provision
of this Note is held by a court of competent jurisdiction to be
excessive in scope or otherwise invalid or unenforceable, such
provision shall be adjusted rather than voided, if possible, so that
it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not
in any way be affected or impaired thereby.

16. Entire Agreement. This Note and Exhibit I
attached hereto, the Securities Purchase Agreement and the Exhibits
attached thereto and the Registration Rights Agreement and the
Exhibits attached thereto (if any) constitute the full and entire
understanding between the Company and the Holder with respect to the
subject matter hereof and thereof. Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company and the Holder.

17. Governing Law. This Note shall be
governed by and construed in accordance with the laws of the state
of Delaware without giving effect to applicable principles of
conflict of law.

18. Headings. Headings in this Note are for
convenience only, and shall not be used in the construction of this
Note.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by an officer thereunto duly
authorized, all as of the date first hereinabove written.

INTERNET GOLF ASSOCIATION, INC.

By: /s/ Vincent Castagnola

Mr. Vincent Castagnola, Chief
Executive Officer

<PAGE>
EXHIBIT I

NOTICE OF CONVERSION

(To Be Executed by the Registered Holder in Order to
Convert the Note)

The Undersigned hereby irrevocably elects to convert $
of the Eight Percent (8%) Convertible
Note Due August 1, 2001, No. 01, into shares of Common Stock of
Internet Golf Association, Inc. (the "Company"), according to the
terms and conditions set forth in such Note, as of the date written
below. If securities are to be issued to a person other than the
Undersigned, the Undersigned agrees to pay all applicable transfer
taxes with respect thereto.

The Undersigned represents that it, as of this date, is
an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated by the SEC under the 1933 Act.

The Undersigned also represents that the Conversion
Shares are being acquired for the Holder's own account and not as a
nominee for any other party. The Undersigned represents and warrants
that all offers and sales by the Undersigned of the Conversion
Shares shall be made pursuant to registration of the same under the
1933 Act, or pursuant to an exemption from registration under the
1933 Act. The Undersigned acknowledges that the Conversion Shares
shall if (and only if) required by law contain the legend contained
on page 1 of the Note.

Conversion Date:*

Applicable Conversion Price:

Holder (Print True Legal Name):

(Signature of Duly Authorized Representative of Holder)

Address of Holder:

* This original Notice of Conversion must be received by the Company
by the third business day following the Conversion Date.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE
EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
LAWS.

INTERNET GOLF ASSOCIATION, INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No. 01 Number of Shares: 125,000

Date of Issuance: September 1, 1999

Internet Golf Association, Inc., a Nevada corporation
(the "Company"), hereby certifies that, for value received, the
Triton Private Equities Fund, L.P., and permitted assigns, the
registered holder hereof ("Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company upon surrender
of this Warrant, at any time after the date hereof, but not after
5:00 P.M. New York time on the Expiration Date (as defined herein)
125,000 fully paid and nonassessable shares of Common Stock (as
defined herein) of the Company (each a "Warrant Share" and
collectively the "Warrant Shares") at a purchase price of U.S.$5.50
per share (the "Exercise Price") in lawful money of the United
States. The number of Warrant Shares purchasable hereunder and the
Exercise Price are subject to adjustment as provided in Section 9
below.

Section 1.

(a) Definitions. The following words and terms used
in this Warrant shall have the following meanings:

"Common Stock" means (a) the Company's common stock and
(b) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of
such Common Stock.

"Convertible Securities" mean any securities issued by
the Company which are convertible into or exchangeable for, directly
or indirectly, shares of Common Stock.

<PAGE>

"Expiration Date" means the date which is three (3)
years from the date of this Warrant or, if such date falls on a
Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or the State of New
York (a "Holiday"), the next preceding date that is not a Holiday.

"Market Price" means the closing bid price on the day
prior to the date on which the Exercise Form is delivered to the
Company, as quoted on the National Association of Securities
Dealers' OTC Bulletin Board Market or such other national securities
exchange or market on which the Common Stock may then be listed.

"Securities Act" means the Securities Act of 1933, as
amended.

"Securities Purchase Agreement" shall mean the
Securities Purchase Agreement between the holder hereof (or its
predecessor in interest) and the Company for the purchase of this
Warrant and the other Securities (as defined in the Securities
Purchase Agreement).

"Transfer" shall include any disposition of this
Warrant or any Warrant Shares, or of any interest in either thereof
which would constitute a sale thereof within the meaning of the
Securities Act of 1933, as amended, or applicable state securities
laws.

"Warrant" shall mean this Warrant and all Warrants
issued in exchange, transfer or replacement of any thereof.

"Warrant Exercise Price" shall be U.S.$5.50 per share.

(b) Other Definitional Provisions.

(i) Except as otherwise specified herein, all
references herein (A) to the Company shall be deemed to include the
Company's successors; and (B) to any applicable law defined or
referred to herein, shall be deemed references to such applicable
law as the same may have been or may be amended or supplemented from
time to time.

(ii) When used in this Warrant, unless the otherwise
specified in a particular instance, the words "herein," "hereof,"
and "hereunder," and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and the
words "Section," "Schedule," and "Exhibit" shall refer to Sections
of, and Schedules and Exhibits to, this Warrant unless otherwise
specified.

(iii) Whenever the context so requires the neuter
gender includes the masculine or feminine, and the singular number
includes the plural, and vice versa.

Section 2. Exercise of Warrant.

(a) Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder, as a whole or in part, at
any time prior to 5:00 P.M. New York Time on the Expiration Date.
The rights represented by this Warrant may be exercised by the
Holder, as a whole or from time to time in part (except that this
Warrant shall not be exercisable as to a fractional share) by (i)
delivery of a written notice, in the form of the exercise form
attached as Exhibit I hereto (an "Exercise Form"), of the Holder's
election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the
Company of an amount equal to the Warrant Exercise Price multiplied
by the number of Warrant Shares as to which the Warrant is being
exercised (plus any applicable issue or transfer taxes) in
immediately available funds (either by wire transfer or a certified
or cashier's check drawn on a United States bank), for the number of
Warrant Shares as to which this Warrant shall have been exercised,
and (iii) the surrender of this Warrant, properly endorsed, at the
principal office of the Company (or at such other agency or office
of the Company as the Company may designate by notice to the
Holder).

<PAGE>

In addition, and notwithstanding anything to the
contrary contained in this Warrant, this Warrant may be exercised by
presentation and surrender of this Warrant to the Company in a
cashless exercise, including a written calculation of the number of
Warrant Shares to be issued upon such exercise in accordance with
the terms hereof (a "Cashless Exercise"). In the event of a Cashless
Exercise, in lieu of paying the Exercise Price, the Holder shall
surrender this Warrant for, and the Company shall issue in respect
thereof, the number of Warrant Shares determined by multiplying the
number of Warrant Shares to which the Holder would otherwise be
entitled by a fraction, the numerator of which shall be the
difference between the then current Market Price per share of the
Common Stock and the Exercise Price, and the denominator of which
shall be the then current Market Price per share of Common Stock.

The Warrant Shares so purchased shall be deemed to be
issued to the Holder or Holder's designees, as the record owner of
such Warrant Shares, as of the date on which this Warrant shall have
been surrendered, the completed Exercise Agreement shall have been
delivered, and payment (or notice of an election to effect a
Cashless Exercise) shall have been made for such Warrant Shares as
set forth above.

In the event of any exercise of the rights represented
by this Warrant in compliance with this Section 2(a), a certificate
or certificates for the Warrant Shares so purchased, registered in
the name of, or as directed by, the Holder, shall be delivered to,
or as directed by, the Holder within three (3) business days after
such rights shall have been so exercised.

(b) Unless this Warrant shall have expired or shall
have been fully exercised, the Company shall issue a new Warrant
identical in all respects to the Warrant exercised except (i) it
shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under the Warrant
exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised, and (ii) the holder thereof shall be
deemed to have become the holder of record of such Warrant Shares
immediately prior to the close of business on the date on which the
Warrant is surrendered and payment of the amount due in respect of
such exercise and any applicable taxes is made, irrespective of the
date of delivery of such share certificate, except that, if the date
of such surrender and payment is a date when the stock transfer
books of the Company are properly closed, such person shall be
deemed to have become the holder of such Warrant Shares at the
opening of business on the next succeeding date on which the stock
transfer books are open.

(c) In the case of any dispute with respect to an
exercise, the Company shall promptly issue such number of Warrant
Shares as are not disputed in accordance with this Section. If such
dispute only involves the number of Warrant Shares receivable by the
Holder under a Cashless Exercise, the Company shall submit the
disputed calculations to an independent accounting firm of national
standing via facsimile within two (2) business days of receipt of
the Exercise Form. The accountant shall audit the calculations and
notify the Company and the Holder of the results no later than two
(2) business days from the date it receives the disputed
calculations. The accountant's calculation shall be deemed
conclusive absent manifest error. The Company shall then issue the
appropriate number of shares of Common Stock in accordance with this
Section.

<PAGE>

Section 3. Covenants as to Common Stock. The Company
covenants and agrees that all Warrant Shares which may be issued
upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued, fully paid and nonassessable. The
Company further covenants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient
number of shares of Common Stock to provide for the exercise of the
rights then represented by this Warrant and that the par value of
said shares will at all times be less than or equal to the
applicable Warrant Exercise Price.

Section 4. Taxes. The Company shall not be required
to pay any tax or taxes attributable to the initial issuance of the
Warrant Shares or any permitted transfer involved in the issue or
delivery of any certificates for Warrant Shares in a name other than
that of the registered holder hereof or upon any permitted transfer
of this Warrant.

Section 5. Warrant Holder Not Deemed a Stockholder.
No holder, as such, of this Warrant shall be entitled to vote or
receive dividends or be deemed the holder of shares of the Company
for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due
exercise of this Warrant. Notwithstanding the foregoing, the Company
will provide the holder of this Warrant with copies of the same
notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

Section 6. No Limitation on Corporate Action. No
provisions of this Warrant and no right or option granted or
conferred hereunder shall in any way limit, affect or abridge the
exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to
transfer all or any part of its property or assets, or the exercise
of any other of its corporate rights and powers.

Section 7. Representations of Holder. The holder of
this Warrant, by the acceptance hereof, represents that it is
acquiring this Warrant and the Warrant Shares for its own account
for investment and not with a view to, or for sale in connection
with, any distribution hereof or of any of the shares of Common
Stock or other securities issuable upon the exercise thereof, and
not with any present intention of distributing any of the same.
Upon exercise of this Warrant, the holder shall, if requested by the
Company, confirm in writing, in a form satisfactory to the Company,
that the Warrant Shares so purchased are being acquired solely for
the holder's own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale.
If such holder cannot make such representations because they would
be factually incorrect, it shall be a condition to such holder's
exercise of the Warrant that the Company receive such other
representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise
of the Warrant shall not violate any United States or state
securities laws.

<PAGE>

Section 8. Transfer; Opinions of Counsel; Restrictive
Legends.

(a) The holder of this Warrant understands that (i)
this Warrant and the Warrant Shares have not been and are not being
registered under the Securities Act or any state securities laws
(other than as described in the Securities Purchase Agreement and
the Registration Rights Agreement), and may not be offered for sale,
sold, assigned or transferred unless (a) subsequently registered
thereunder, or (b) pursuant to an exemption from such registration;
(ii) any sale of such securities made in reliance on Rule 144
promulgated under the Securities Act may be made only in accordance
with the terms of said Rule and further, if said Rule is not
applicable, any resale of such securities under circumstances in
which the seller (or the person through whom the sale is made) may
be deemed to be an underwriter (as that term is defined in the
Securities Act) may require compliance with some other exemption
under the Securities Act or the rules and regulations of the
Securities and Exchange Commission thereunder; and (iii) neither the
Company nor any other person is under any obligation to register
such securities (other than as described in the Securities Purchase
Agreement and the Registration Rights Agreement) under the
Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.

Section 9. Adjustments.

(a) Reclassification and Reorganization. In case of
any reclassification, capital reorganization or other change of
outstanding shares of the Common Stock, or in case of any
consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock), the Company shall cause
effective provision to be made so that the Holder shall have the
right thereafter, by exercising this Warrant, to purchase the kind
and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder
of the number of shares of Common Stock that could have been
purchased upon exercise of the Warrant immediately prior to such
reclassification, capital reorganization or other change,
consolidation or merger. Any such provision shall include provision
for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 9. The
foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations
or mergers. If the consideration received by the holders of Common
Stock is other than cash, the value shall be as determined by the
Board of Directors of the Company acting in good faith.

(b) Dividends and Stock Splits. If and whenever the
Company shall effect a stock dividend, a stock split, a stock
combination, or a reverse stock split of the Common Stock, the
number of Warrant Shares purchasable hereunder and the Warrant
Exercise Price shall be proportionately adjusted in the manner
determined by the Company's Board of Directors acting in good faith.
The number of shares, as so adjusted, shall be rounded down to the
nearest whole number and the Warrant Exercise Price shall be rounded
to the nearest cent.

<PAGE>

Section 10. Lost, Stolen, Mutilated or Destroyed
Warrant. If this Warrant is lost, stolen or destroyed, the Company
shall, on receipt of an indemnification undertaking reasonably
satisfactory to the Company, issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen or destroyed.
In the event the holder hereof asserts such loss, theft or
destruction of this Warrant, the Company may require such holder to
post a bond issued by a surety reasonably satisfactory to the
Company with respect to the issuance of such new Warrant.

Section 11. Notice. Any notices required or permitted
to be given under the terms of this Warrant shall be sent by mail or
delivered personally or by courier and shall be effective five days
after being placed in the mail, if mailed, certified or registered,
return receipt requested, or upon receipt, if delivered personally
or by courier or by facsimile, in each case properly addressed to
the party to receive the same. The addresses for such
communications shall be:

With a copy to: Cutler Law Group
610 Newport Center Drive,
Suite 800
Newport Beach, California 92660
Telephone: 949.719.1977
Facsimile: 949.719.1988
Attention: Mr. M. Richard Cutler, Esq.

If to Holder, to it at the address set forth below Holder's
signature on the signature page of the Securities Purchase Agreement
(Holder is defined therein as the "Buyer"). Each party shall
provide notice to the other party of any change in address.

Section 12. Registration Right. Notwithstanding
anything herein to the contrary, unless this Warrant has been
registered in accordance with the Registration Rights Agreement,
during the three (3) year period commencing on the date of this
Warrant, if the Company proposes to file a registration statement
for a public offering of any of its securities under the Securities
Exchange Act of 1934, as amended, it will give written notice, at
least twenty (20) days prior to the filing of each such registration
statement, to the holder of the Warrant and/or the Common Stock
previously received upon exercise hereof (and not previously sold by
such holder) of its intention to do so. Upon the holder's request
within ten (10) days after it has received such notice from the
Company, the Company shall include the Warrant and/or the Common
Stock received upon such exercise owned in such registration
statement such that said Warrant and/or Common Stock received upon
such exercise shall be registered or qualified under such
registration statement. This provision is not applicable to a
registration statement filed on Form S-4 or Form S-8, nor is it
applicable to the Warrant once it has expired under the terms hereof
or has been exercised and the holder received non-restricted Common
Stock upon such exercise.

<PAGE>

Section 13. Miscellaneous. This Warrant and any term
hereof may be changed, waived, discharged, or terminated only by an
instrument in writing signed by the party or holder hereof against
which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning
hereof. This Warrant shall be governed by and interpreted under the
laws of the State of Delaware. Headings are for convenience only and
shall not affect the meaning or construction of any of the
provisions hereof. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of
the Holder and its successors and assigns. The Holder may not assign
this Warrant except in accordance with applicable federal and state
securities laws. The Holder shall immediately notify the Company
with respect to any permitted assignment of this Warrant.

Section 14. Date. The date of this Warrant is
September 1, 1999. This Warrant, in all events, shall be wholly
void and of no effect after the close of business on the Expiration
Date, except that notwithstanding any other provisions hereof, the
provisions of Section 8 shall continue in full force and effect
after such date as to any Warrant Shares or other securities issued
upon the exercise of this Warrant.

INTERNET GOLF ASSOCIATION, INC.

/s/ Vincent Castagnola
By: _________________________
Mr. Vincent Castagnola,
President & CEO

<PAGE>

EXHIBIT I TO WARRANT

EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS WARRANT

INTERNET GOLF ASSOCIATION, INC.

The undersigned hereby exercises the right to purchase
the number of Warrant Shares covered by the Warrant attached hereto
as specified below according to the conditions thereof and herewith
makes payment of U.S. $ (unless effected by a
Cashless Exercise in accordance with the terms of the Warrant), the
aggregate Warrant Exercise Price of such Warrant Shares in full
pursuant to the terms and conditions of the Warrant.

(i) The undersigned agrees not to offer, sell,
transfer or otherwise dispose of any Common Stock obtained upon
exercise of the Warrant, except under circumstances that will not
result in a violation of the 1933 Act or applicable state securities
laws.

(ii) The undersigned requests that the stock
certificates for the Warrant Shares be issued, and a Warrant
representing any unexercised portion hereof be issued, pursuant to
the terms of the Warrant in the name of the Holder (or such other
person(s) indicated below) and delivered to the undersigned (or
designee(s)) at the address or addresses set forth below.

Dated: ____________, _____.

HOLDER: ___________________________________

By: ______________________________________
Name: ____________________________________
Title: ___________________________________

Address: _________________________________
_________________________________
________________________________

Number of Warrant Shares
Being Purchased: ________________________

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and
entered into as of August 31, 1999, between Internet Golf
Association, Inc., a Nevada corporation (the "Company"), and the
Purchaser named on the signature page hereof (the "Purchaser").

This Agreement is being entered into pursuant to that Securities
Purchase Agreement, dated as of the date hereof, by and between the
Company and the Purchaser (the "Purchase Agreement").

The Company and the Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein shall have
the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:

"Advice" shall have the meaning set forth in Section 3(m).

"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common
control with such Person. For the purposes of this definition,
"control," when used with respect to any Person, means the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.

"Blackout Period" shall have the meaning set forth in Section 3(n).

"Board" shall have the meaning set forth in Section 3(n).

"Business Day" means any day except Saturday, Sunday
and any day which shall be a legal holiday or a day on which banking
institutions in the state of Delaware generally are authorized or
required by law or other government actions to close.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the Company's Common Stock, par value $.001 per
share.

"Effectiveness Date" means with respect to the
Registration Statement the 90th day following the Closing Date.

"Effectiveness Period" shall have the meaning set
forth in Section 2(a).

<PAGE>

"Event" shall have the meaning set forth in Section 7(e)(i).

"Event Date" shall have the meaning set forth in Section 7(e)(i).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Filing Date" means the 30th day following the Closing Date.

"Holder" or "Holders" means the holder or holders, as
the case may be, from time to time of Registrable Securities.

"Indemnified Party" shall have the meaning set forth
in Section 5(c).

"Indemnifying Party" shall have the meaning set forth
in Section 5(c).
"Losses" shall have the meaning set forth in Section
5(a).

"Note" or "Notes" means the Series 1999-A Eight
Percent (8%) Convertible Notes of the Company, the form of which is
shown as Exhibit A to the Purchase Agreement, issued or to be issued
to the Purchaser pursuant to the Purchase Agreement.

"OTC Bulletin Board" shall mean the over-the-counter electronic
bulletin board.

"Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.

"Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or
threatened.

"Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes
any information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

"Registrable Securities" means (i) the shares of Common Stock
issuable upon conversion of the Note (the "Conversion Shares") and
exercise of the Warrants (the "Warrant Shares"), and upon any stock
split, stock dividend, recapitalization or similar event with
respect to such Conversion Shares, Warrant Shares or any Note, (ii)
the shares of Common Stock issuable upon exercise of warrants issued
to the placement advisor in connection with the sale of the Note and
the Warrants, (iii) the shares of Common Stock issued upon any
redemption of Note pursuant to the terms of the Notes and (iv) any
other dividend or other distribution with respect to, conversion or
exchange of, or in replacement of, Registrable Securities; provided,
however, that Registrable Securities shall include (but not be
limited to) a number of shares of Common Stock (the "Required
Number") equal to no less than the greater of (x) 250,000 shares of
Common Stock, or (y) 200% of the maximum number of shares of Common
Stock which would be issuable upon conversion of the Note and upon
exercise of the Warrants, assuming such conversion and exercise
occurred on the Closing Date or the Filing Date, whichever date
would result in the greater number of Registrable Securities.
Notwithstanding anything contained herein to the contrary, if the
actual number of shares of Common Stock issuable upon conversion of
the Note and upon exercise of the Warrants exceeds the Required
Number, the term "Registrable Securities" shall be deemed to include
such additional shares of Common Stock as are necessary to include
all of the shares of Common Stock issuable upon conversion of the
Note and upon exercise of the Warrants.

<PAGE>

"Registration Statement" means the registration statements and any
additional registration statements contemplated by Section 2(a),
including (in each case) the Prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material
incorporated by reference in such registration statement.

"Rule 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

"Rule 158" means Rule 158 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

"Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

"Securities Act" means the Securities Act of 1933, as
amended.

"Special Counsel" means any special counsel to the Holder, for which
the Holder will be reimbursed by the Company pursuant to Section 4.

2. Registration.

(a) Required Registration. On or prior to the Filing Date
the Company shall prepare and file with the Commission a
Registration Statement covering all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form SB-2 (except if the Company
is not then eligible to register for resale the Registrable
Securities on Form SB-2, in which case such registration shall be on
another appropriate form in accordance herewith). The Company shall
use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible
after the filing thereof, but in any event prior to the
Effectiveness Date, and to keep such Registration Statement
continuously effective under the Securities Act until such date as
is the earlier of (x) the date when all Registrable Securities
covered by such Registration Statement have been sold or (y) the
date on which the Registrable Securities may be sold without any
restriction pursuant to Rule 144(k) as determined by the counsel to
the Company pursuant to a written opinion letter, addressed to the
Company's transfer agent to such effect (the "Effectiveness
Period"). If an additional Registration Statement is required to be
filed because the actual number of shares of Common Stock into which
the Note is convertible and the Warrants are exercisable exceeds the
number of shares of Common Stock initially registered in respect of
the Conversion Shares and the Warrant Shares based upon the
computation on the Closing Date, the Company shall have twenty (20)
Business Days to file such additional Registration Statement, and
the Company shall use its best efforts to cause such additional
Registration Statement to be declared effective by the Commission as
soon as possible, but in no event later than thirty (30) days after
filing.

<PAGE>

(b) Shelf Registration. As soon as possible but no later
than thirty (30) days after becoming eligible to file a registration
statement for a secondary or resale offering of the Registrable
Securities on Form S-3, the Company shall prepare and file with the
Commission a post-effective amendment to Form SB-2 (or such other
applicable form filed in accordance with Section 2(a) above) on Form
S-3 to continue the registration of all Registrable Securities
pursuant to a "shelf" Registration Statement on Form S-3 covering
all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. Notwithstanding anything to
the contrary contained herein, at no time during the Effectiveness
Period shall any of the Registrable Securities cease being registered.

3. Registration Procedures.

In connection with the Company's registration obligations hereunder,
the Company shall:

(a) Prepare and file with the Commission on or prior to the
Filing Date, a Registration Statement on Form SB-2 (or if the
Company is not then eligible to register for resale the Registrable
Securities on Form SB-2 such registration shall be on another
appropriate form in accordance herewith) in accordance with the
method or methods of distribution thereof as specified by the Holder
(except if otherwise directed by the Holder), and cause the
Registration Statement to become effective and remain effective as
provided herein; provided, however, that not less than five (5)
Business Days prior to the filing of the Registration Statement or
any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by
reference), the Company shall (i) furnish to the Holder and any
Special Counsel, copies of all such documents proposed to be filed,
which documents (other than those incorporated by reference) will be
subject to the review of the Holder and such Special Counsel, and
(ii) at the request of the Holder cause its officers and directors,
counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of
counsel to such Holder, to conduct a reasonable investigation within
the meaning of the Securities Act. The Company shall not file the
Registration Statement or any such Prospectus or any amendments or
supplements thereto to which the Holder or any Special Counsel shall
reasonably object in writing within three (3) Business Days of their
receipt thereof.

<PAGE>

(b) (i) Prepare and file with the Commission such
amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities
for the Effectiveness Period and prepare and file with the
Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities
Act; (iii) respond as promptly as possible to any comments received
from the Commission with respect to the Registration Statement or
any amendment thereto and as promptly as possible provide the Holder
true and complete copies of all correspondence from and to the
Commission relating to the Registration Statement; and (iv) comply
in all material respects with the provisions of the Securities Act
and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement during
the applicable period in accordance with the intended methods of
disposition by the Holder thereof set forth in the Registration
Statement as so amended or in such Prospectus as so supplemented.

(c) Notify the Holder of Registrable Securities to be sold
and any Special Counsel as promptly as possible (and, in the case of
(i)(A) below, not less than five (5) Business Days prior to such
filing) and (if requested by any such Person) confirm such notice in
writing no later than one (1) Business Day following the day (i)(A)
when a Prospectus or any Prospectus supplement or post-effective
amendment to the Registration Statement is proposed to be filed; (B)
when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement and (C) with
respect to the Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request
by the Commission or any other Federal or state governmental
authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement covering any or all of
the Registrable Securities or the initiation of any Proceedings for
that purpose; (iv) if at any time any of the representations and
warranties of the Company contained in any agreement contemplated
hereby ceases to be true and correct in all material respects; (v)
of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose;
and (vi) of the occurrence of any event that makes any statement
made in the Registration Statement or Prospectus or any document
incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in
the case of the Registration Statement or the Prospectus, as the
case may be, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

(d) Use its best efforts to avoid the
issuance of, or, if issued, obtain the withdrawal of, (i) any order
suspending the effectiveness of the Registration Statement or (ii)
any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

<PAGE>

(e) If requested by the Holders of a majority in interest
of the Registrable Securities, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment to the
Registration Statement such information as the Company reasonably
agrees should be included therein and (ii) make all required filings
of such Prospectus supplement or such post-effective amendment as
soon as practicable after the Company has received notification of
the matters to be incorporated in such Prospectus supplement or
post-effective amendment.

(f) Furnish to the Holder and any Special Counsel, without
charge, at least one conformed copy of each Registration Statement
and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated
therein by reference, and all exhibits to the extent requested by
such Person (including those previously furnished or incorporated by
reference) promptly after the filing of such documents with the
Commission.

(g) Promptly deliver to the Holder and any Special Counsel,
without charge, as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request; and the Company
hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with
the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities,
use its best efforts to register or qualify or cooperate with the
selling Holders and any Special Counsel in connection with the
registration or qualification (or exemption from such registration
or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to
keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any
and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities
covered by a Registration Statement; provided, however, that the
Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any
action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or subject the
Company to any material tax in any such jurisdiction where it is not
then so subject.

(i) Cooperate with the Holder to facilitate
the timely preparation and delivery of certificates representing
Registrable Securities to be sold pursuant to a Registration
Statement, which certificates shall be free of all restrictive
legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any Holder may request
at least two (2) Business Days prior to any sale of Registrable
Securities.

(j) Upon the occurrence of any event contemplated by
Section 3(c)(vi), as promptly as possible, prepare a supplement or
amendment, including a post-effective amendment, to the Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered,
neither the Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.

<PAGE>

(k) Use its best efforts to cause all Registrable
Securities relating to such Registration Statement to be listed on
the OTC Bulletin Board and any other securities exchange, quotation
system, market or over-the-counter bulletin board, if any, on which
similar securities issued by the Company are then listed as and when
required pursuant to the Purchase Agreement.

(l) Comply in all material respects with all applicable
rules and regulations of the Commission and make generally available
to its security holders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 not later than
45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the
Company after the effective date of the Registration Statement,
which statement shall conform to the requirements of Rule 158.

(m) Require each selling Holder to furnish to the Company
information regarding such Holder and the distribution of such
Registrable Securities as is required by law to be disclosed in the
Registration Statement, and the Company may exclude from such
registration the Registrable Securities of any such Holder who fails
to furnish such information within a reasonable time prior to the
filing of each Registration Statement, supplemented Prospectus
and/or amended Registration Statement.

If the Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (if such reference to such
Holder by name or otherwise is not required by the Securities Act or
any similar federal statute then in force) the deletion of the
reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

Each Holder covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has
received copies of the Prospectus as then amended or supplemented as
contemplated in Section 3(g) and notice from the Company that such
Registration Statement and any post-effective amendments thereto
have become effective as contemplated by Section 3(c) and (ii) it
and its officers, directors or Affiliates, if any, will comply with
the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable
Securities pursuant to the Registration Statement.

Each Holder agrees by its acquisition of such Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3(j), or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration
Statement.

<PAGE>

(n) If (i) there is material non-public information
regarding the Company which the Company's Board of Directors (the
"Board") reasonably determines not to be in the Company's best
interest to disclose and which the Company is not otherwise required
to disclose, or (ii) there is a significant business opportunity
(including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction)
available to the Company which the Board reasonably determines not
to be in the Company's best interest to disclose and which the
Company would be required to disclose under the Registration
Statement, then the Company may postpone or suspend filing or
effectiveness of a registration statement for a period not to exceed
20 consecutive days, provided that the Company may not postpone or
suspend its obligation under this Section 3(n) for more than 45 days
in the aggregate during any 12 month period (each, a "Blackout
Period"); provided, however, that no such postponement or suspension
shall be permitted for consecutive 20 day periods, arising out of
the same set of facts, circumstances or transactions.

4. Registration Expenses

All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company
whether or not the Registration Statement is filed or becomes
effective and whether or not any Registrable Securities are sold
pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required
to be made with the OTC Bulletin Board and each other securities
exchange or market on which Registrable Securities are required
hereunder to be listed, (B) with respect to filings required to be
made with the Commission, (C) with respect to filings required to be
made under the OTC Bulletin Board and (D) in compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Holder in connection with Blue Sky
qualifications of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under
the laws of such jurisdictions as the Holders of a majority of
Registrable Securities may designate)), (ii) printing expenses
(including, without limitation, expenses of printing certificates
for Registrable Securities and of printing prospectuses if the
printing of prospectuses is requested by the holders of a majority
of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and Special
Counsel for the Holder, in the case of the Special Counsel, to a
maximum amount of $2,500.00, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement,
including, without limitation, the Company's independent public
accountants (including the expenses of any comfort letters or costs
associated with the delivery by independent public accountants of a
comfort letter or comfort letters). In addition, the Company shall
be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.

<PAGE>

5. Indemnification

(a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, the officers, directors, agents, brokers
(including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a
margin call of Common Stock), investment advisors and employees of
each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, agents and employees of
each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of
preparation and attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or relating to any untrue or
alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or
in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light
of the circumstances under which they were made) not misleading,
except to the extent, but only to the extent, that such untrue
statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder
expressly for use therein, which information was reasonably relied
on by the Company for use therein or to the extent that such
information relates to such Holder or such Holder's proposed method
of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto. The Company
shall notify the Holder promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in
connection with the transactions contemplated by this Agreement.
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of an Indemnified Party and
shall survive the transfer of the Registrable Securities by the Holder.

(b) Indemnification by Holder. The Holders shall,
severally and not jointly, indemnify and hold harmless the Company,
the directors, officers, agents and employees, each Person who
controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling
Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred, arising solely out of or based
solely upon any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus,
or arising solely out of or based solely upon any omission of a
material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in the light of the circumstances
under which they were made) not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained
in or omitted from any information so furnished in writing by such
Holder to the Company specifically for inclusion in the Registration
Statement or such Prospectus and that such information was
reasonably relied upon by the Company for use in the Registration
Statement, such Prospectus or such form of prospectus or to the
extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly
for use in the Registration Statement, such Prospectus or such form
of Prospectus Supplement. Notwithstanding anything to the contrary
contained herein, the Holder shall be liable under this Section 5(b)
for only that amount as does not exceed the net proceeds to such
Holder as a result of the sale of Registrable Securities pursuant to
such Registration Statement.

<PAGE>

(c) Conduct of Indemnification Proceedings.
If any Proceeding shall be brought or asserted against any Person
entitled to indemnity hereunder (an "Indemnified Party"), such
Indemnified Party promptly shall notify the Person from whom
indemnity is sought (the "Indemnifying Party) in writing, and the
Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that a
conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not
have the right to assume the defense thereof and such counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.

All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten (10) Business Days of written notice
thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such
fees and expenses to the extent it is finally judicially determined
that such Indemnified Party is not entitled to indemnification
hereunder).

<PAGE>

(d) Contribution. If a claim for indemnification under
Section 5(a) or 5(b) is unavailable to an Indemnified Party because
of a failure or refusal of a governmental authority to enforce such
indemnification in accordance with its terms (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such
Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The
relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied
by, such Indemnifying, Party or Indemnified Party, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in Section 5(c),
any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.
Notwithstanding anything to the contrary contained herein, the
Holder shall be liable or required to contribute under this Section
5(c) for only that amount as does not exceed the net proceeds to
such Holder as a result of the sale of Registrable Securities
pursuant to such Registration Statement.

The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

The indemnity and contribution agreements contained in
this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties

6. Rule 144.

As long as any Holder owns Preferred Shares, Conversion Shares,
Warrants or Warrant Shares, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after
the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holder with true and complete copies
of all such filings. As long as any Holder owns Preferred Shares,
Conversion Shares, Warrants or Warrant Shares, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the
Exchange Act, it will prepare and furnish to the Holder and make
publicly available in accordance with Rule 144(c) promulgated under
the Securities Act annual and quarterly financial statements,
together with a discussion and analysis of such financial statements
in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section
13(a) or 15(d) of the Exchange Act, as well as any other information
required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act. The Company
further covenants that it will take such further action as any
Holder may reasonably request, all to the extent required from time
to time to enable such Person to sell Conversion Shares and Warrant
Shares without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including providing any legal opinions of
counsel to the Company referred to in the Purchase Agreement. Upon
the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether
it has complied with such requirements.

<PAGE>

7. Miscellaneous.

(a) Remedies. In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not
provide adequate compensation for any losses incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.

(b) No Inconsistent Agreements. Neither the Company nor
any of its subsidiaries has, as of the date hereof entered into and
currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with
the rights granted to the Holder in this Agreement or otherwise
conflicts with the provisions hereof except for registration rights
provisions disclosed in the Company's Disclosure Schedule to the
Purchase Agreement. Except for registration rights provisions
disclosed in the Company's Disclosure Schedule to the Purchase
Agreement, neither the Company nor any of its subsidiaries has
previously entered into any agreement currently in effect granting
any registration rights with respect to any of its securities to any
Person. Without limiting the generality of the foregoing, without
the written consent of the Holders of a majority of the then
outstanding Registrable Securities, the Company shall not grant to
any Person the right to request the Company to register any
securities of the Company under the Securities Act unless the rights
so granted are subject in all respects to the prior rights in full
of the Holder set forth herein, and are not otherwise in conflict
with the provisions of this Agreement. This Section 7(b) shall not
prohibit the Company from entering into any agreements concerning
the registration of securities on Form S-8 or Form S-4.

(d) Piggy-Back Registrations. If at any time when there is
not an effective Registration Statement covering (i) Conversion
Shares or (ii) Warrant Shares, the Company shall determine to
prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than
on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or its then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or
business or equity securities issuable in connection with stock
option or other employee benefit plans, the Company shall send to
each holder of Registrable Securities written notice of such
determination and, if within thirty (30) days after receipt of such
notice, any such holder shall so request in writing (which request
shall specify the Registrable Securities intended to be disposed of
by the Purchaser), the Company will cause the registration under the
Securities Act of all Registrable Securities which the Company has
been so requested to register by the holder, to the extent requisite
to permit the disposition of the Registrable Securities so to be
registered, provided that if at any time after giving written notice
of its intention to register any securities and prior to the
effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the
Company may, at its election, give written notice of such
determination to such holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation
to register any Registrable Securities in connection with such
registration (but not from its obligation to pay expenses in
accordance with Section 4 hereof), and (ii) in the case of a
determination to delay registering, shall be permitted to delay
registering any Registrable Securities being registered pursuant to
this Section 7(d) for the same period as the delay in registering
such other securities. The Company shall include in such
registration statement all or any part of such Registrable
Securities such holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable
Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the Securities Act. In the case of an
underwritten public offering, if the managing underwriter(s) or
underwriter(s) should reasonably object to the inclusion of the
Registrable Securities in such registration statement, then if the
Company after consultation with the managing underwriter should
reasonably determine that the inclusion of such Registrable
Securities, would materially adversely affect the offering
contemplated in such registration statement, and based on such
determination recommends inclusion in such registration statement of
fewer or none of the Registrable Securities of the Holder, then (x)
the number of Registrable Securities of the Holders included in such
registration statement shall be reduced pro-rata among such Holders
(based upon the number of Registrable Securities requested to be
included in the registration), if the Company after consultation
with the underwriter(s) recommends the inclusion of fewer
Registrable Securities, or (y) none of the Registrable Securities of
the Holder shall be included in such registration statement, if the
Company after consultation with the underwriter(s) recommends the
inclusion of none of such Registrable Securities; provided, however,
that if securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not
represent a greater fraction of the number of Registrable Securities
intended to be offered by the Holder than the fraction of similar
reductions imposed on such other persons or entities (other than the
Company).

<PAGE>

(e) Failure to File Registration Statement and Other
Events. The Company and the Purchaser agree that the Holder will
suffer damages if the Registration Statement is not filed on or
prior to the Filing Date and not declared effective by the
Commission on or prior to the Effectiveness Date and maintained in
the manner contemplated herein during the Effectiveness Period or if
certain other events occur. The Company and the Holder further
agree that it would not be feasible to ascertain the extent of such
damages with precision. Accordingly, if (i) the Registration
Statement is not filed on or prior to the Filing Date, or is not
declared effective by the Commission on or prior to the
Effectiveness Date (or in the event an additional Registration
Statement is filed because the actual number of shares of Common
Stock into which the Note is convertible and the Warrants are
exercisable exceeds the number of shares of Common Stock initially
registered is not filed and declared effective within the time
periods set forth in Section 2(a)), or (ii) the Company fails to
file with the Commission a request for acceleration in accordance
with Rule 12dl-2 promulgated under the Exchange Act within five (5)
Business Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Commission that a Registration
Statement will not be "reviewed," or not subject to further review,
or (iii) the Registration Statement is filed with and declared
effective by the Commission but thereafter ceases to be effective as
to all Registrable Securities at any time prior to the expiration of
the Effectiveness Period, without being succeeded immediately by a
subsequent Registration Statement filed with and declared effective
by the Commission, or (iv) trading in the Common Stock shall be
suspended or if the Common Stock is delisted from the OTC Bulletin
Board for any reason for more than ninety (90) days in the
aggregate, or (v) the conversion rights of the Holder are suspended
for any reason, including by the Company, or (vi) the Company
breaches in a material respect any covenant or other material term
or condition to this Agreement, the Certificate of Designation, the
Purchase Agreement (other than a representation or warranty
contained therein) or any other agreement, document, certificate or
other instrument delivered in connection with the transactions
contemplated hereby and thereby, and such breach continues for a
period of thirty days after written notice thereof to the Company,
or (vii) the Company has breached Section 3(n) of this Agreement
(any such failure or breach being referred to as an "Event"), the
Company shall pay in cash as liquidated damages for such failure and
not as a penalty to the Holder an amount equal to 2% of the Holder's
pro rata share of the purchase price paid by the Holder for all
Notes purchased and then outstanding pursuant to the Purchase
Agreement for each thirty (30) day period until the applicable Event
has been cured, which shall be pro rated for such periods less than
thirty (30) days (the "Periodic Amount"). Payments to be made
pursuant to this Section 7(e) shall be due and payable immediately
upon demand in immediately available funds. The parties agree that
the Periodic Amount represents a reasonable estimate on the part of
the parties, as of the date of this Agreement, of the amount of
damages that may be incurred by the Holder if the Registration
Statement is not filed on or prior to the Filing Date or has not
been declared effective by the Commission on or prior to the
Effectiveness Date and maintained in the manner contemplated herein
during the Effectiveness Period or if any other Event as described
herein has occurred.

<PAGE>

(f) Specific Enforcement, Consent to Jurisdiction.

(i) The Company and the Purchaser acknowledge and agree
that irreparable damage would occur in the event that any of the
provisions of this Registration Rights Agreement or the Purchase
Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
or cure breaches of the provisions of this Registration Rights
Agreement or the Purchase Agreement and to enforce specifically the
terms and provisions hereof or thereof, this being in addition to
any other remedy to which any of them may be entitled by law or equity.

(ii) Each of the Company and the Purchaser (i) hereby
irrevocably submits to the jurisdiction of the United States
District Court sitting in the State of Delaware for the purposes of
any suit, action or proceeding arising out of or relating to this
Agreement or the Purchase Agreement and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such
court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or
proceeding is improper. Each of the Company and the Purchaser
consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 7(f) shall affect or limit
any right to serve process in any other manner permitted by law.

<PAGE>

(g) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holder.
Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates
exclusively to the rights of Holder and that does not directly or
indirectly affect the rights of other Holders may be given by
Holders of at least a majority of the Registrable Securities to
which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the
immediately preceding sentence.

(h) Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earlier
of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified
for notice prior to 5:00 p.m., pacific standard time, on a Business
Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., pacific
standard time, on any date and earlier than 11:59 p.m., pacific
time, on such date, (iii) the Business Day following the date of
mailing, if sent by nationally recognized overnight courier service
or (iv) actual receipt by the party to whom such notice is required
to be given. The addresses for such communications shall be with
respect to the Holder at its address set forth in the Purchase
Agreement, or with respect to the Company, addressed to:

Internet Golf Association, Inc.
24921 Dana Point Harbor, Suite B-200
Dana Point, California 92629
Attention: Mr. Vincent Castagnola, CEO
Telephone No.: 949.493.9546
Facsimile No.: 949.493.0651

or to such other address or addresses or facsimile number or numbers
as any such party may most recently have designated in writing to
the other parties hereto by such notice. Copies of notices to the
Company (other than conversion notices for the Notes or exercise
notices for the Warrants) shall be sent to Mr. Richard M. Cutler,
Esq., 610 Newport Center Drive, Suite 800, Newport Beach, California
92660. Copies of notices to the Holder shall be sent to H. Glenn
Bagwell, Jr., Esq., 3005 Anderson Drive, Suite 204, Raleigh, North
Carolina 27609, Telephone No.: (919) 785-3113, Facsimile No.: (919)
785-3116.

<PAGE>

(i) Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their
successors and permitted assigns and shall inure to the benefit of
the Holder and its successors and assigns. The Company may not
assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the Holder. The Purchaser may
assign its rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.

(j) Assignment of Registration Rights. The rights of each
Holder hereunder, including the right to have the Company register
for resale Registrable Securities in accordance with the terms of
this Agreement, shall be automatically assignable by each Holder to
any transferee of such Holder of all or a portion of the Notes or
the Registrable Securities if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time
after such transfer or assignment, furnished with written notice of
(a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or
assignees is restricted under the Securities Act and applicable
state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this
Section, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions of this Agreement, and
(v) such transfer shall have been made in accordance with the
applicable requirements of the Purchase Agreement. In addition,
each Holder shall have the right to assign its rights hereunder to
any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors
and assigns.

(k) Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature
shall create a valid binding obligation of the party executing (or
on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original
thereof.

(l) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of law thereof.

(m) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

(n) Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void
or unenforceable in any respect, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

<PAGE>

(o) Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

(p) Shares Held by the Company and its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities
held by the Company or its Affiliates (other than any Holder or
transferees or successors or assigns thereof if such Holder is
deemed to be an Affiliate solely by reason of its holdings of such
Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required
percentage and shall not be counted as outstanding.

(q) Notice of Effectiveness. Within two (2) business days
after the Registration Statement which includes the Registrable
Securities is ordered effective by the Commission, the Company shall
deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such Registrable Securities and to the
Purchaser (with copies to the Holders whose Registrable Securities
are included in such Registration Statement, if other than the
Purchaser) confirmation that the Registration Statement has been
declared effective by the Commission in the form attached hereto as
Exhibit A.

IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.

[SIGNATURE PAGE FOLLOWS]

<PAGE>

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST
31, 1999]

INTERNET GOLF ASSOCIATION, INC.

/s/ Vincent Castagnola
By:_____________________________________
Name: Mr. Vincent Castagnola
Title: President & Chief Executive Officer

THE TRITON PRIVATE EQUITIES FUND, L.P.

By: Triton Capital Management, L.L.C.

/s/ John C. Tausche
By:_____________________________________
Mr. John C. Tausche, Managing Member

<PAGE>

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[NAME AND ADDRESS OF TRANSFER AGENT]
Attn: _____________

The Triton Private Equities Fund, L.P.
C/o Triton Capital Mangement, L.L.C.
225 North Market Street, Suite 220
Wichita, Kansas 67202
Attn: Mr. John C. Tausche

Re: INTERNET GOLF ASSOCIATION, INC.

Ladies and Gentlemen:

We are counsel to Internet Golf Association, Inc., a Nevada
corporation (the "COMPANY"), and have represented the Company in
connection with that certain Securities Purchase Agreement (the
"PURCHASE AGREEMENT"), dated as of August 31,1999, by and among the
Company and the Purchaser named therein (the "HOLDER") pursuant to
which the Company issued to the Holder its Series 1999-A Eight
Percent (8%) Convertible Notes (the "NOTES") and may issue warrants
(the "WARRANTS") to purchase shares of the Company's common stock,
par value $.001 per share (the "COMMON STOCK"). Pursuant to the
Purchase Agreement, the Company has also entered into a Registration
Rights Agreement with the Holder (the "REGISTRATION RIGHTS
AGREEMENT"), dated as of August 31, 1999, pursuant to which the
Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement),
including the shares of Common Stock issuable upon conversion of the
Notes and exercise of the Warrants, under the Securities Act of
1933, as amended (the "1933 ACT"). In connection with the Company's
obligations under the Registration Rights Agreement, on
, 1999, the Company filed a Registration
Statement on Form ___ (File No. 333- ) (the
"REGISTRATION STATEMENT") with the Securities and Exchange
Commission (the "SEC") relating to the resale of the Registrable
Securities which names the Holder as a selling stockholder thereunder.

In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an
order declaring the Registration Statement effective under the 1933
Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of
a member of the SEC's staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the
Registrable Securities are available for resale under the 1933 Act
pursuant to the Registration Statement.

Very truly yours,
[COMPANY COUNSEL]

By:

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is dated as of
August 31, 1999, by and among Internet Golf Association, Inc., a
corporation organized under the laws of the State of Nevada, U.S.A.
(the "Company"), the buyer set forth on the execution page hereof
(the "Buyer") and H. GLENN BAGWELL, JR., a duly licensed attorney
who practices law in the State of North Carolina, U.S.A., as Escrow
Agent (the "Escrow Agent").

Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in that Securities Purchase
Agreement between the Company and the Buyer dated of even date
herewith (the "Securities Purchase Agreement").

W I T N E S S E T H:

WHEREAS, the Buyer and the Company have entered into the
Securities Purchase Agreement, pursuant to which the Company has
agreed to sell, and the Buyer has agreed to purchase, at the
Closing, a number of Notes along with a number of Warrants
(collectively, the "Securities"); and

WHEREAS, the Buyer and the Company have agreed to
effectuate the Closing utilizing an escrow arrangement as described
in this Agreement; and

WHEREAS, it is a condition of the Company's obligation
to sell, and the Buyer's obli-gation to purchase, the Securities,
that this Agreement be executed and delivered; and

WHEREAS, the Escrow Agent is willing to act hereunder
on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual
covenants and obligations set forth below, the parties hereto hereby
agree as follows:

1. ESCROW ACCOUNT.

1.1 Deposit. On the Closing Date, by wire
transfer of immediately available funds in United States Dollars,
Buyer shall deposit the full Purchase Price (the "Escrow") with the
Escrow Agent, to be held by the Escrow Agent in a separate
non-interest bearing account (the "Escrow Account"), established at
Wachovia Bank, N.A., (the "Bank"), subject to the terms and
provisions contained herein. At the request of the Company the
Escrow Agent shall provide the Company with all Bank statements,
notices and other writings which it receives from the Bank in
connection with the Escrow Account.

2. DISBURSEMENT OF ESCROW/SECURITIES.

<PAGE>

2.1 Disbursement. At the Closing,
upon receipt by the Escrow Agent of all of the moneys, documents,
and things from the respective parties with respect to such Closing
as described in the Securities Purchase Agreement and as further
described in Sections 2.1(a) and 2.1(b) below, the Escrow Agent
shall deliver to each party via facsimile the documents and things
(or if requested by the parties, only the signature pages thereto)
to have been delivered by the other party in accordance with the
Securities Purchase Agreement and this Agreement. The Escrow Agent
shall transfer, by the next business day following the Closing, by
wire transfer to the Company the full Escrow then held, less any
charges and fees agreed to be paid by the Company. The Escrow Agent
shall, upon receipt thereof, deliver (via overnight delivery
service) to the Company originals of all other documents and things
listed in Section 2.1(b) below. The Escrow Agent shall, upon receipt
thereof, deliver (via overnight delivery service) originals of all
of the documents and things listed in Section 2.1(a) below to the
Buyer at the address provided in writing by the Buyer to the Escrow
Agent.

The Closing may take place via facsimile. This shall be
accomplished in the following manner. Each party shall deliver via
facsimile to the Escrow Agent, at the telecopier number provided on
the signature page to this Agreement, the first page and the fully
executed signature page to each of the documents and things to be
executed by such party at the Closing. If stock certificates, Notes
or Warrants are to be delivered, each such certificate or document
shall be delivered via overnight courier to the Escrow Agent. Upon
receipt of the requisite documents and things via facsimile or
otherwise from each party, the Escrow Agent shall in turn send to
each party the documents and things received from the other party.
Thereafter, upon receipt by the Escrow Agent of the Purchase Price
and the original Notes and Warrants being sold at such Closing, the
Escrow Agent shall wire transfer the Escrow (less any charges and
fees agreed to be paid by the Company to third parties) to the
Company. Nothing herein to the contrary notwithstanding, the Escrow
Agent shall not release the Escrow to the Company prior to taking
physical possession of the Notes and Warrants being sold at the
Closing; likewise, the Escrow Agent shall not release the original
Notes or Warrants being sold at the Closing prior to receipt in the
Escrow Account of the Purchase Price for such Securities. Each party
closing the transactions contemplated herein via facsimile shall
deliver via overnight courier service to the Escrow Agent complete
originals of all documents and things (as called for in Sections
2.1(a) and 2.1(b) below) within one (1) business day after such
delivery via facsimile. Each party hereby agrees that a facsimile of
each document and thing to be delivered hereunder, once delivered to
the Escrow Agent, shall be binding upon such party in the same
manner as would an original to the full extent allowed by applicable
law.

(a). Items to be Delivered by the Company to the Escrow Agent.

At the Closing. On the Closing Date, the
Company shall deliver to the Escrow Agent on behalf of the Buyer,
unless otherwise stated, three (3) fully executed (by the authorized
officer(s) of the Company) originals of each of the following
documents: (I) the Securities Purchase Agreement, (II) the
Registration Rights Agreement of even date herewith between the
Company and the Buyer, (III) a Note or Notes, as applicable, along
with one (1) copy of each Note issued by the Company; (IV) the fully
executed Warrant along with one (1) copy of the Warrant; (V) the
executed original Legal Opinion (Exhibit E to the Securities
Purchase Agreement) along with one (1) copy thereof; and (VII) this
Agreement.

<PAGE>

(b) Items to be Delivered by the Buyer to the
Escrow Agent.

At the Closing. On or before the Closing
Date, the Buyer shall deliver to the Escrow Agent on behalf of the
Company, unless otherwise stated, three (3) fully executed originals
of each of the following documents: (I) the Securities Purchase
Agreement, (II) the Registration Rights Agreement of even date
herewith between the Company and the Buyer, (III) this Agreement;
and (IV) the full purchase price for the Securities being purchased
at such Closing, via wire transfer to the Escrow Account.

2.2 Controversies. If any
controversy arises between two or more of the parties hereto, or
between any of the parties hereto and any person not a party hereto,
as to whether or not or to whom the Escrow Agent shall deliver the
Escrow or any portion thereof or as to any other matter arising out
of or relating to this Escrow Agreement, the Escrow Agent shall not
be required to determine the same and need not make any delivery of
the Escrow concerned or any portion thereof but may retain the same
until the rights of the parties to the dispute shall have been
finally determined by agreement or by final judgment of a court of
competent jurisdiction after all appeals have been finally
determined (or the time for further appeals has expired without an
appeal having been made). The Escrow Agent shall deliver that
portion of the Escrow concerned covered by such agreement or final
order within five (5) days after the Escrow Agent receives a copy
thereof. The Escrow Agent shall assume that no such controversy has
arisen unless and until it receives written notice from the Buyer or
the Company that such controversy has arisen, which refers
specifically to this Agreement and identifies the adverse claimants
to the controversy.

2.3 No Other Disbursements. No portion of
the Escrow monies shall be disbursed or otherwise transferred except
in accordance with this Section 2, Section 4 or Section 5.1(b).
Without limiting the foregoing, neither Escrow Agent nor the Buyer
shall be entitled to any right of offset against the Escrow or
otherwise entitled to receive any portion of the Escrow.

3. ESCROW AGENT. The acceptance by the Escrow
Agent of his duties hereunder is subject to the following terms and
conditions, which the parties to this Agreement hereby agree shall
govern and control with respect to the rights, duties, liabilities
and immunities of the Escrow Agent:

3.1 The Escrow Agent shall not be responsible
or liable in any manner whatever for the sufficiency, correctness,
genuineness or validity of any cash, investments or other amounts
deposited with or held by it.

3.2 The Escrow Agent shall be protected in
acting upon any written notice, certificate, instruction, request or
other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

3.3 The Escrow Agent shall not be liable for
any act done hereunder except in the case of his willful misconduct
or bad faith.

<PAGE>

3.4 The Escrow Agent shall not be obligated or
permitted to investigate the correctness or accuracy of any document
or to determine whether or not the signatures contained in said
documents are genuine or to require documentation or evidence
substantiating any such document or signature.

3.5 The Escrow Agent shall have no duties as
Escrow Agent except those which are expressly set forth herein, and
in any modification or amendment hereof; provided, however, that no
such modification or amendment hereof shall affect his duties unless
it shall have given his written consent thereto. The Escrow Agent
shall not be prohibited from owning an equity interest in the
Company, the Buyer, another buyer, any of their respective
subsidiaries or any third party that is in any way affiliated with
or conducts business with either the Company, the Buyer or another
buyer.

3.6 The Company and the Buyer specifically
acknowledge that the Escrow Agent is a practicing attorney in
Raleigh, North Carolina U.S.A., and may have worked with or be
affiliated with the Company, the Buyer, or affiliates of either of
them on other unrelated transactions, and that they and each of them
has specifically requested that the Escrow Agent draft the documents
for the said transactions and act as Escrow Agent with respect to
the said transactions. Each party represents that it has retained
legal and other counsel of its choosing with respect to the
transac-tions contemplated herein and in the Securities Purchase
Agreement, and is satisfied in its sole discretion with the form and
content of the documentation drafted by the Escrow Agent. The Escrow
Agent may own an equity interest in the Company and/or may be an
equity owner of the Buyer or another buyer, and may increase or sell
any such interest, so long as in accordance with any and all
applicable law. The said parties hereby waive any objection to the
Escrow Agent so acting based upon conflict of interest or lack of
impartiality. The Escrow Agent agrees to act impartially and in
accordance with the terms of this Agreement and with the parties'
respective instructions, so long as they are not in conflict with
the terms of this Agreement.

4. TERMINATION. This Agreement shall
terminate on the earlier of (a) the date on which the Escrow and all
other escrowed documents and things described herein shall have been
fully disbursed in accordance with the terms and conditions of this
Agreement, (b) any other date agreed to by the Buyer and the
Company, or (c) the next business day after the expiration of the
last of the Notes and the Warrants to be issued by the Company in
accordance with the terms of the Securities Purchase Agreement, in
which event the Escrow shall be disbursed in full to the Company.

5. MISCELLANEOUS.

5.1 Indemnification of Escrow Agent.

(a) The Company and the Buyer each agree,
jointly and severally, to indemnify the Escrow Agent for, and to
hold him harmless against, any loss incurred without willful
misconduct or bad faith on the Escrow Agent's part, arising out of
or in connection with the administration of this Agreement,
including the costs and expenses of defending himself against any
claim or liability in connection with the exercise or performance of
any of his powers or duties hereunder. This indemnification shall
not apply to a party with respect to a direct claim against the
Escrow Agent by such party alleging in good faith a breach of this
Agreement by the Escrow Agent, which claim results in a final
non-appealable judgment against the Escrow Agent with respect to
such claim.

<PAGE>

(b) In the event of any dispute as to the
nature of the rights or obligations of the Buyer, the Company or the
Escrow Agent hereunder, the Escrow Agent may at any time or from
time to time interplead, deposit and/or pay all or any part of the
Escrow Funds with or to a court of competent jurisdiction sitting in
Wake County, North Carolina or in any appropriate federal court, in
accordance with the procedural rules thereof. The Escrow Agent shall
give notice of such action to the Company and the Buyer. Upon such
interpleader, deposit or payment, the Escrow Agent shall immediately
and automatically be relieved and discharged from all further
obligations and responsibilities hereunder, including the decision
to interplead, deposit or pay such funds.

5.2 Amendments. This Agreement may be
modified or amended only by a written instrument executed by each of
the parties hereto.

5.3 Notices. All communications required
or permitted to be given under this Agreement to any party hereto
shall be sent by first class mail or facsimile to such party at the
address, except in the case of the Escrow Agent, of such party set
forth in the Securities Purchase Agreement and, in the case of the
Escrow Agent, at 3005 Anderson Drive, Suite 204, Raleigh, North
Carolina U.S.A. 27609.

5.5 Successors and Assigns. This Agreement
shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that the
Escrow Agent shall not assign his duties under this Agreement.

5.6 Governing Law. This Agreement
shall be governed by and construed and interpreted in accordance
with the laws of the State of North Carolina.

5.7 Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be an
original, and all of which together shall constitute one and the
same agreement.

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

[SIGNATURE PAGE FOLLOWS]

<PAGE>

[SIGNATURE PAGE TO ESCROW AGREEMENT DATED AS OF AUGUST 31, 1999]

THE COMPANY:

INTERNET GOLF ASSOCIATION, INC.

/s/ Vincent Castagnola
By:_____________________________________
Mr. Vincent Castagnola, Chief
Executive Officer

THE BUYER:

THE TRITON PRIVATE EQUITIES FUND, L.P.

By: Triton Capital Management, L.L.C.,
its General Partner

/s/ John C. Tausche
By: ________________________________
Mr. John C. Tausche, Managing Member

ESCROW AGENT:

/s/ H. Glenn Bagwell, Jr.,
H. GLENN BAGWELL, JR., ESQ.

Address: 3005 Anderson
Drive, Suite 204
Raleigh, North Carolina
USA 27609
Telephone 919.785.3113
Telecopier 919.785.3116

Exhibit 21
List of Subsidiaries

Internet Golf Association, Inc., a Nevada corporation, has one
(1) subsidiary, namely IGAT, Inc., a Nevada corporation.

Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545 2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014

Consent of Independent Certified Public Accountant

I hereby consent to the inclusion of my opinion dated March 15, 1999
on the financial staterments of Champion Ventures, Inc. as of and
for the years ended December 31, 1998 and 1997 with the Form SB-2
of Internet Golf Association, Inc.

/s/Larry O'Donnell, CPA, PC
By: Larry O'Donnell, CPA, P.C.

September 7, 1999

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors of
Internet Golf Association, Inc.

We hereby consent to the use in this Registration Statement on Form
SB-2 of our report dated September 8, 1999 relating to the
consolidated financial statements of Internet Golf Association, Inc.
and subsidiary, appearing in the Prospectus,which is a part of this
Registration Statement. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

/s/ Corbin & Wertz

CORBIN & WERTZ

Irvine, California
September 8, 1999

<ARTICLE> 5
<CIK> 0001090514
<NAME> INTERNET GOLF ASSOCIATION, INC.
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> FEB-04-1999
<PERIOD-END> JUN-30-1999
<CASH> 63,887
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 131,430
<PP&E> 24,833
<DEPRECIATION> 1,020
<TOTAL-ASSETS> 291,023
<CURRENT-LIABILITIES> 39,255
<BONDS> 0
0
0
<COMMON> 10,339
<OTHER-SE> 664,961
<TOTAL-LIABILITY-AND-EQUITY> 291,023
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 423,099
<LOSS-PROVISION> 422,732
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 367
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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</TABLE>