KILIMANJARO GROUP COM INC, 10SB12G, 2000-03-02

KILIMANJARO GROUP COM INC
10SB12G, 2000-03-02

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REGISTRATION NO. ____-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-SB
General Form For Registration Of Securities Of
Small Business Issuers
Under Section 12(B) Or (G) Of The Securities Exchange Act Of 1934

Kilimanjaro Group.com Inc.
(Name of Small Business Issuer in its charter)
<TABLE>
<CAPTION>

<S> <C>
Nevada 76-0609438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
</TABLE>

1601 Fifth Avenue, Suite 2100
Seattle, Washington 98101
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (206) 447-7000

Securities Registered pursuant to Section 12(b) of the Act: None

Securities Registered pursuant to Section 12(g) of the Act: Common Stock

(Title of class)

Agent for Service:
James L. Vandeberg, President
Kilimanjaro Group.com Inc.
1601 Fifth Avenue, Suite 2100
Seattle, Washington 98101
(206) 447-7000

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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KILIMANJARO GROUP.COM INC.

FORM 10-SB

TABLE OF CONTENTS

PART I Page
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Item 1. Description of Business........................................... 3

Item 2. Management's Discussion and Analysis or Plan of Operations........ 6

Item 3. Description of Property........................................... 15

Item 4. Security Ownership of Certain Beneficial Owners and Management.... 15

Item 5. Directors, Executive Officers, Promoters and Control Persons...... 15

Item 6. Executive Compensation............................................ 16

Item 7. Certain Relationships and Related Transactions.................... 16

Item 8. Description of Securities......................................... 17

PART II

Item 1. Market Price of and Dividends on the Company's Common Equity
and Other Shareholder Matters..................................... 18

Item 2. Legal Proceedings................................................. 19

Item 3. Changes in and Disagreements with Accountants on Accounting....... 19

Item 4. Recent Sales of Unregistered Securities........................... 19

Item 5. Indemnification of Directors and Officers......................... 20

PART F/S

Index to Consolidated Financial Statements.................................. 22

PART III

Item 1. Index to Exhibits................................................. 30
</TABLE>

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PART I

Item 1. Description of Business.
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General

Kilimanjaro Group.com Inc. (the "Company") was incorporated under the laws
of the State of Nevada on May 27, 1999, and is in the early developmental and
promotional stages. To date, the Company's only activities have been
organizational, directed at raising its initial capital and developing its
business plan. The Company has not commenced operations. The Company has no full
time employees and owns no real estate.

Business Purpose.

The business plan of the Company is to merge with or acquire a business
entity in exchange for the Company's securities. The Company will attempt to
locate and negotiate with a business entity for the merger of that target
company into the Company. In certain instances, a target company may wish to
become a subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the Company will be
successful in locating or negotiating with any target company.

The Company will seek a foreign or domestic private company interested in
becoming, through a business combination with the Company, a reporting
("public") company whose securities are qualified for trading in the United
States secondary market. By entering into a business combination with the
Company, the target company can acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. As a result, the target company may reap some of the
perceived benefits of being a reporting company with a class of publicly-traded
securities, including:

* the ability to use registered securities to make acquisitions of
assets or businesses;

* increased visibility in the financial community;

* the facilitation of borrowing from financial institutions;

* improved trading efficiency;

* shareholder liquidity;

* greater ease in subsequently raising capital;

* compensation of key employees through stock options;

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* enhanced corporate image;

* a presence in the United States capital market.

Potential Target Companies

A business entity, if any, which may be interested in a business
combination with the Company may include the following:

. a company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;

. a company which is unable to find an underwriter of securities or is unable
to find an underwriter securities on terms acceptable to it;

. a company which wishes to become public with less of its common stock than
would occur upon an underwriting;

. a company which believes that it will be able obtain investment capital on
more favorable terms after it has become public;

. a foreign company which may wish an initial entry into the United States
securities market;

. a special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified employee stock option
plan;

. a company seeking one or more of the other perceived benefits of becoming a
public company.

A business combination with a target company will likely involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.

No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to the
nature of the target company.

Blank Check Company

The proposed business activities described herein classify the Company
as a blank check company. The definition of a "blank check" company under the
Securities Act of 1933 is a development stage company that has no specific
business plan or purpose or has indicated that its business plan is to engage in
a merger or acquisition with an unidentified company or companies and is issuing
"penny stock" securities. A "penny stock" security is any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions.

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The Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities of blank check
companies. Management does not intend to undertake any efforts to cause a market
to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly, the
shareholders of the Company have executed and delivered "lock-up" agreements
affirming that they will not sell or otherwise transfer their shares of the
Company's common stock except in connection with or following completion of a
merger or acquisition resulting in the Company no longer being classified as a
blank check company. The shareholders have deposited their stock certificates
with the Company's legal counsel, who will not release the certificates except
in connection with or following the completion of a merger or acquisition. The
Company is voluntarily filing this Registration Statement with the Securities
and Exchange Commission and is under no obligation to do so under the Securities
Exchange Act of 1934.

Biocatalyst License

On February 18, 2000, Mortenson & Associates, the Company, and the
Company's shareholders entered into a settlement agreement filed herewith as
Exhibit 6.1. Under the terms of the settlement agreement, Mortenson &
Associates' affiliate, Vitamineralherb.com, will grant to the Company's
shareholders a license to distribute vitamins and similar products in part for
their agreement not to pursue their individual claims against Mortenson &
Associates. The settlement agreement provides that Mortenson will prosecute his
claims against NW Technologies diligently, with a goal toward recovering the
Biocatalyst rights. Pursuant to the settlement agreement, the Company has
retained its right to prosecute its claims against Mortenson & Associates for
breach of contract. The Company has no plans to pursue a claim at this time.

Administrative Offices

The Company currently maintains limited office space, occupied by its
president, James L. Vandeberg, for which it pays no rent. Its address is 1601
Fifth Avenue, Suite 2100, Seattle, Washington 98101, and its phone number
is (206) 447-7000.

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Employees

The Company has no full time employees. The Company's president, Mr.
Vandeberg, has agreed to allocate a portion of his time to the activities of the
Company, without compensation. The president anticipates that the business plan
of the Company can be implemented by his devoting no more than 10 hours per
month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officer.
See "Item 2, Management's Discussion and Analysis or Plan of Operations,
Outlook: Issues and Uncertainties - Conflicts of Interest" and "Item 5,
Directors, Executive Officers, Promoters And Control Persons."

Item 2. Management's Discussion and Analysis or Plan of Operations.
- --------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with
the Company's Financial Statements and Notes thereto and other financial
information included elsewhere in this Form 10-SB. This Form 10-SB contains, in
addition to historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from the results discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include those discussed below, as well
as those discussed elsewhere in this Form 10-SB.

Overview

The Company's business plan is to merge with or acquire a business entity
in exchange for the Company's securities. The Company has no particular
acquisition in mind and has not entered into any negotiations regarding such an
acquisition. Neither the Company's sole officer nor any affiliate has engaged in
any negotiations with any representative of any company regarding the
possibility of an acquisition or merger between the Company and such other
company.

Management anticipates seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates will likely pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments
would be made if a business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by management and its affiliates,
or both.

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may

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participate in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See "Item F/S, Financial Statements." This lack of diversification should be
considered a substantial risk to the shareholders of the Company because it will
not permit the Company to offset potential losses from one venture against gains
from another.

The Company will not restrict its search for any specific kind of business
entity, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.

The Company has, and will continue to have, no capital with which to
provide cash or other assets to the owners of business entities. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under
the supervision of, the sole officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available

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and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.

The Company may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.

Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such an outside
consultant or advisor, any cash fee earned by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to pay such obligation.

A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is likely that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, it is likely
that the Company's officer and director will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer

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considered a blank check company. Until such time as this occurs, the Company
will not register any additional securities. The issuance of additional
securities and their potential sale into any trading market which may develop in
the Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.

While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").

With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other terms.

The Company will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company.

Results of Operations

During the period from May 27, 1999 (inception) through January 31, 2000,
the Company has engaged in no significant operations other than organizational
activities, acquisition of the

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rights to market Biocatalyst, and preparation for registration of its securities
under the Securities Act of 1933 (which was withdrawn) and the Securities
Exchange Act of 1934, as amended. No revenues were received by the Company
during this period.

For the current fiscal year, the Company anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Exchange Act of 1934, and expenses associated with setting up a
company structure to begin implementing its business plan. The Company
anticipates that until these procedures are completed, it will not generate
revenues other than interest income, and may continue to operate at a loss
thereafter, depending upon the performance of the business.

Liquidity and Capital Resources

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. Consequently, the Company's balance sheet as of January
31, 2000 reflects current assets of $0.

The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

The Company will need additional capital to carry out its business plan to
engage in a business combination. No commitments to provide additional funds
have been made by management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. Irrespective of whether the Company's cash assets prove to be
inadequate to meet its operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

Outlook: Issues and Uncertainties

The Company's success is dependent on a number of factors that should be
considered by prospective investors. The Company is a relatively young company
and does not yet have a long history of earnings or profit and there is no
assurance that it will operate profitably in the future. As such, there is no
assurance that the Company will provide a return on investment in the future.

1. Conflicts of Interest - General. Certain conflicts of interest exist
between the Company and its sole officer and director, James Vandeberg. Mr.
Vandeberg is an attorney, and as such, demands may be placed in the time of Mr.
Vandeberg which will detract from the amount of time he is able to devote to the
Company. As a result, conflicts of interest may arise that can be resolved only
through exercise of such judgment as is consistent with his fiduciary duties to
the Company.

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2. Securities Regulation. The Company's securities, when available for
trading, will be subject to the Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers that sell such
securities to other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in general terms,
institutions with assets exceeding $5,000,000 or individuals having a net worth
in excess of $1,000,000 or having an annual income that exceeds $200,000 (or
that, combined with a spouses income, exceeds $300,000). For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchasers' written agreement to
the transaction prior to the sale. Consequently, the rule may affect the ability
of purchasers of the Company's securities to buy or sell in any market that may
develop.

In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." A "penny stock" is any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. Such
rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7
under the Securities and Exchange Act of 1934, as amended. The rules may further
affect the ability of owners of the Company's shares to sell their securities in
any market that may develop for them. Shareholders should be aware that,
according to the Securities and Exchange Commission Release No. 34-29093, the
market for penny stocks has suffered in recent years from patterns of fraud and
abuse. Such patterns include

. control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;

. manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases;

. "boiler room" practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales persons;

. excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and

. the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the
inevitable collapse of those prices with consequent investor losses.

3. No Operating History Or Revenue And Minimal Assets. The Company has
had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a target company. There
is no assurance that the Company can identify such a target company and
consummate such a business combination.

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4. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with only one business entity. Consequently, the Company's
activities will be limited to those engaged in by the business entity which the
Company merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

5. Dependence on Management; Limited Participation of Management. While
seeking a business combination, management anticipates devoting only a limited
amount of time per month to the business of the Company. The Company's sole
officer and director has not entered into a written employment agreement with
the Company and he is not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on him. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of this individual would adversely affect development of the Company's
business and its likelihood of continuing operations.

6. Indemnification of Officers and Directors. The Company's Articles of
Incorporation provide for indemnification of its directors, officers, employees
and agents, under certain circumstances, against attorneys' fees and other
expenses incurred by them in any litigation to which they become a party arising
from their association with, or their activities on behalf of, the Company. The
Company will also bear the expense of such litigation for any of its directors,
officers, employees or agents, upon such person's promise to repay the Company
therefor if it is ultimately determined that any such person shall not have been
entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company.

7. Director's Liability Limited. The Company's Articles of Incorporation
exclude personal liability of its directors to the Company and its shareholders
for monetary damages due to breach of fiduciary duty except in certain specified
circumstances. Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case. The Company has
been advised that the SEC takes the position that this provision does not effect
the liability of any director under applicable federal and state securities
laws.

8. No Foreseeable Dividends. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.

9. Speculative Nature Of The Company's Proposed Operations. The success
of the Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While management will prefer business combinations with entities having
established operating histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria. In the event the
Company completes a business combination, of which there can be no assurance,

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the success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.

10. Competition. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

11. No Agreement For Business Combination Or Other Transaction--No
Standards For Business Combination. The Company has no current arrangement,
agreement or understanding with respect to engaging in a merger with or
acquisition of a specific business entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target company to have achieved, or without which the Company would
not consider a business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative characteristics.

12. Reporting Requirements May Delay Or Preclude Acquisition. Section 13
of the Securities Exchange Act requires companies subject thereto to provide
certain information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.

13. Lack Of Market Research Or Marketing Organization. The Company has
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the Company.
Even in the event demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.

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14. Regulation Under Investment Company Act. Although the Company will be
subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.

15. Probable Change In Control And Management. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company's common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future affairs of the
Company.

16. Reduction Of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based upon a business
combination with a business entity which, in all likelihood, will result in the
Company issuing securities to shareholders of such business entity. The issuance
of previously authorized and unissued common stock of the Company would result
in reduction in percentage of shares owned by the present shareholders of the
Company and would most likely result in a change in control or management of the
Company.

17. Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.

18. Requirement Of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with the Company rather than incur the

14
<PAGE>

expenses associated with preparing audited financial statements. In such case,
the Company may choose to obtain certain assurances as to the target company's
assets, liabilities, revenues and expenses prior to consummating a business
combination, with further assurances that an audited financial statement would
be provided after closing of such a transaction. Closing documents relative
thereto may include representations that the audited financial statements will
not materially differ from the representations included in such closing
documents.

Item 3. Description of Property.
- ---------------------------------

The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently maintains limited office space, occupied
by its president, James L. Vandeberg, for which it pays no rent. Its address is
1601 Fifth Avenue, Suite 2100, Seattle, Washington 98101, and its phone number
is (206) 447-7000.

Item 4. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------

The following table sets forth, as of February 18, 2000, the Company's
outstanding Common Stock owned of record or beneficially by each Executive
Officer and Director and by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's Common Stock, and the
shareholdings of all Executive Officers and Directors as a group. Each person
has sole voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Percentage of
Name Shares Owned Shares Owned
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
James L. Vandeberg, President, Secretary, Treasurer and 1,125,000 45%
Director
1601 Fifth Avenue, Suite 2100
Seattle, Washington 98101
- ----------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP (1 Individual) 1,125,000 45%
- ----------------------------------------------------------------------------------------------------
</TABLE>

Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------

The following table sets forth the name, age and position of each Director
and Executive Officer of the Company:

- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
James L. Vandeberg 56 President, Secretary, Treasurer, Director
- --------------------------------------------------------------------------------

There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

15
<PAGE>

The director named above will serve until his successors are elected and
qualified. Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement. No employment agreements currently
exist or are contemplated. There is no arrangement or understanding between the
director and officer of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The director and officer of the Company will devote his time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which he will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

Mr. Vandeberg became the Company's sole director and officer in February,
2000. Since 1995, Mr. Vandeberg has been an attorney in private practice
specializing in securities law. He advises public and privately held companies
on securities, financings, mergers and acquisitions, reorganizations, and
general corporate matters including IPOs, SEC compliance, corporate matters and
investor relations issues. Prior to joining Vandeberg, Johnson & Gandara, he
served as Corporate Counsel and Secretary of Carter Hawley Hale Stores, Inc., a
$2.4 billion, 88-store retail chain. Mr. Vandeberg serves as a member of the
Board of Directors of 3 OTC companies: Information Highway.com, Inc., which
trades under the symbol "IHWY"; IAS Communications, Inc. which trades under the
symbol "IASCA"; and REGI US, Inc., which trades under the symbol "RGUS".

Item 6. Executive Compensation.
- --------------------------------

The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company.

The officer and director of the Company will not receive any finder's fee,
either directly or indirectly, as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer and director of
the Company anticipates receiving benefits as a beneficial shareholder of the
Company.

No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.

Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------

No director, executive officer or nominee therefor of the Company, and no
owner of five percent or more of the Company's outstanding shares or any member
of their immediate family has entered into or proposed any transaction in which
the amount involved exceeds $60,000, except as discussed below. The initial
shareholders of the Company were investor-participants in the licensor of the
Company's Biocatalyst license, Mortenson & Associates. The license formed the
basis for the Company's previous business plan. Under the license, Mortenson &
Associates was entitled to royalty payments under the license, with benefits
accruing to Mortenson &

16
<PAGE>

Associates' investor-participants. It is highly unlikely that any benefits will
accrue to such individuals in the future. (See "Item 1, Description of
Business - Biocatalyst License").

On February 18, 2000, Mortenson & Associates, the Company, and the
Company's shareholders entered into a settlement agreement filed herewith as
Exhibit 6.1. As part of an overall settlement of potential claims by the Company
and the shareholders against Mortenson & Associates, the shareholders received a
license for Vitamineralherb.com which could have a potential future value of
more than $60,000. However, the value of the Vitamineralherb.com license is
dependent upon development of the license and territory. (See "Item 1,
Description of Business - Biocatalyst License").

Item 8. Description of Securities.
- -----------------------------------

The following description of the Company's capital stock is a summary of
the material terms of the Company's capital stock. This summary is subject to
and qualified in its entirety by the Company's articles of incorporation and
bylaws, which are included as exhibits to the registration statement of which
this prospectus forms a part, and by the applicable provisions of Nevada law.

The Company's authorized capital consists of 10,000,000 shares of common
stock, par value $.001 per share. Immediately prior to this offering, 2,500,000
shares were issued and outstanding. Each record holder of common stock is
entitled to one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation do not permit
cumulative voting for the election of directors, and shareholders do not have
any preemptive rights to purchase shares in any future issuance of the Company's
common stock.

Because the holders of shares of the Company's common stock do not have
cumulative voting rights, the holders of more than 50% of the Company's
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of the Company's directors.

The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. In the event of liquidation,
dissolution or winding up of the affairs of the Company, holders are entitled to
receive, ratably, the net assets of the Company available to shareholders after
payment of all creditors.

All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of the Company's common stock are issued, the relative
interests of existing shareholders may be diluted.

17
<PAGE>

PART II

Item 1. Market Price of and Dividends on the Company's Common Equity and Other
- ------------------------------------------------------------------------------
Shareholder Matters
-------------------

Market Price.

There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. Owing to the low price of the securities, many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in the Company's common stock, the
combination of brokerage commissions, state transfer taxes, if any, and other
selling costs may exceed the selling price.

The Company may apply for listing on the NASD OTC Bulletin Board or may
offer its securities in what are commonly referred to as the "pink sheets" of
the National Quotation Bureau, Inc. To qualify for listing on the NASD OTC
Bulletin Board, an equity security must have one registered broker-dealer, known
as the market maker, willing to list bid or sale quotations and to sponsor the
company for listing on the Bulletin Board. The Company may be unable to find a
market maker willing to sponsor the Company. If the Company does qualify for the
OTC Bulletin Board, shareholders may still find it difficult to dispose of, or
to obtain accurate quotations as to the market value of, the Company's
securities trading in the OTC market.

The Company's securities will also be subject to Securities and Exchange
Commission's "penny stock" rules. (See "Item 2, Management's Discussion and
Analysis or Plan of Operations - Outlook: Issues and Uncertainties - Securities
Regulation"). The penny stock rules may further affect the ability of owners of
the Company's shares to sell their securities in any market that may develop for
them. There may be a limited market for penny stocks, due to the regulatory
burdens on broker-dealers. The market among dealers may not be active. Investors
in penny stock often are unable to sell stock back to the dealer that sold them
the stock. The mark ups or commissions charged by the broker-dealers may be
greater than any profit a seller may make. Because of large dealer spreads,
investors may be unable to sell the stock immediately back to the dealer at the
same price the dealer sold the stock to the investor. In some cases, the stock
may fall quickly in value. Investors may be unable to reap any profit from any
sale of the stock, if they can sell it at all.

Holders.

As of February 18, 2000, there were 2,500,000 shares of common stock
outstanding, held by three shareholders of record.

Dividends.

18
<PAGE>

To date the Company has not paid any dividends on its common stock and does
not expect to declare or pay any dividends on such common stock in the
foreseeable future. Payment of any dividends will be dependent upon the
Company's future earnings, if any, its financial condition, and other factors as
deemed relevant by the Board of Directors.

Item 2. Legal Proceedings.
- ----------------------------

The Company is not a party to any pending legal proceeding or litigation
and none of its property is the subject of a pending legal proceeding. Further,
the officer and director knows of no legal proceedings against the Company or
its property contemplated by any governmental authority.

Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------

None.

Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------

Since May 27, 1999 (the date of the Company's formation), the Company has
sold its Common Stock to the persons listed in the table below in transactions
summarized as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Shareholder Date Number of Shares Consideration Exemption

- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J.P Beehner 6-18-99 250,000 /1/ /2/
- ----------------------------------------------------------------------------------------------------
Dorothy Mortenson 6-18-99 250,000 /1/ /2/
- ----------------------------------------------------------------------------------------------------
Laurent Barbudaux 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
Marie M. Charles 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
James R. Collins, D.V.M. 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
Jock R. Collins, D.V.M. 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
George R. Quan 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
Roy Donovan Hinton, Jr. 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
C.E. Kaiser 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
David R. Mortenson 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
Marsha Quan 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
Darren Quan 7-1-99 200,000 $200 /3/
- ----------------------------------------------------------------------------------------------------
</TABLE>

/1/Consideration consisted of pre-incorporation consulting services rendered to
the Registrant related to investigating and developing the Registrant's proposed
business plan and capital structure and completing the organization and
incorporation of the Registrant.

/2/Sale made in reliance upon exemption from registration under Rule 506 of
Regulation D, and sections 3(b) and 4(2) of the Securities Act of 1933 due to
the shareholders being the Company's founders and serving as its initial
management, and the limited number of investors (two).

19
<PAGE>

/3/Sale made in reliance upon exemption from registration under Rule 504 of
Regulation D and section 3(b) of the Securities Act of 1933. The Company's
shares were valued at $0.001 per share, and they were issued to accredited
investors according to an exemption from registration under Texas law that
permits general solicitation and general advertising so long as sales are made
only to accredited investors. Texas law defines "accredited investor" as a
natural person whose individual net worth, or joint net worth with the person's
spouse, at the time of purchase exceeds $1 million, or whose income during the
past two years exceeds $200,000 individually or $300,000 jointly with spouse and
who expects to continue the same income level in the current year. If the
exemption under Rule 504 of Regulation D is not available, the Company believes
that the issuance was also exempt under Rule 506 of Regulation D and Sections
3(b) and 4(2) under the Securities Act of 1933 due to limiting the manner of the
offering, promptly filing notices of sales, and limiting the issuance of shares
to a small number of accredited investors (ten).

Lock Up Agreement

The shareholders of the Company have executed and delivered "lock-up"
agreements which provide that such shareholders shall not sell the securities
except in connection with or following the consummation of a merger or
acquisition. Further, each shareholder has placed its stock certificates with
the Company's legal counsel until such time. Any liquidation by the current
shareholders after the release from the "lock-up" selling limitation period may
have a depressive effect upon the trading price of the Company's securities in
any future market which may develop.

Reports to Stockholders

The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. Additionally, the Company may, in its sole
discretion, issue unaudited quarterly or other interim reports to its
stockholders when it deems appropriate. The Company intends to comply with the
periodic reporting requirements of the Securities Exchange Act of 1934 for so
long as it is subject to those requirements.

Item 5. Indemnification of Directors and Officers
- --------------------------------------------------

In accordance with Nevada law, the Company's Articles of Incorporation,
filed herewith as Exhibit 2.1, provide that the Company may indemnify a person
who is a party or threatened to be made a party to an action, suit or proceeding
by reason of the fact that he or she is an officer, director, employee or agent
of the Company, against such person's costs and expenses incurred in connection
with such action so long as he or she has acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, and, in the case of criminal actions, had no
reasonable cause to believe his or her conduct was unlawful. Nevada law requires
a corporation to indemnify any such person who is successful on

20
<PAGE>

the merits or defense of such action against costs and expenses actually and
reasonably incurred in connection with the action.

The bylaws of the Company, filed herewith as Exhibit 2.2, provide that the
Company will indemnify its officers and directors for costs and expenses
incurred in connection with the defense of actions, suits, or proceedings
against them on account of their being or having been directors or officers of
the Company, absent a finding of negligence or misconduct in office. The
Company's Bylaws also permit the Company to maintain insurance on behalf of its
officers, directors, employees and agents against any liability asserted against
and incurred by that person whether or not the Company has the power to
indemnify such person against liability for any of those acts.

Conflicts of Interest

The officer and director of the Company will not devote more than a portion
of his time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of his other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.

There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.

21
<PAGE>

PART F/S

Financial Statements
Index to Financial Statements

Kilimanjaro Group.com Inc.
(A Development Stage Company)

<TABLE>
<S> <C>
Index
Independent Auditor's Report......................................... F-1

Balance Sheet........................................................ F-2

Statement of Operations.............................................. F-3

Statement of Cash Flows.............................................. F-4

Statement of Stockholders' Equity.................................... F-5

Notes to the Financial Statements.................................... F-6 to F-7
</TABLE>

PART III

Item 1. Index to Exhibits
- --------------------------

Exhibit
Number Name
- ------- ----
2.1 Articles of Incorporation

2.2 Bylaws

3.1 Specimen Share Certificate for Common Stock

3.2 Lock Up Agreement

6.1 Settlement Agreement

6.2 License Agreement

27.1 Financial Data Schedule

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

/s/ James L. Vandeberg, March 1, 2000
- ------------------------------------------- --------------------
James L. Vandeberg, President and Director (Date)

<PAGE>

Independent Auditor's Report
----------------------------

To the Board of Directors
Kilimanjaro Group.com Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Kilimanjaro Group.com Inc. (A
Development Stage Company) as of January 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from May 27, 1999
(Date of Inception) to January 31, 2000. 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 U.S. 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 aforementioned financial statements present fairly, in all
material respects, the financial position of Kilimanjaro Group.com Inc. (A
Development Stage Company), as of January 31, 2000, and the results of its
operations and its cash flows for the period from May 27, 1999 (Date of
Inception) to January 31, 2000, in conformity with U.S. generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues or conducted any
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Elliott Tulk Pryce Anderson

CHARTERED ACCOUNTANTS
Vancouver, Canada
February 23, 2000

F-1
<PAGE>

Kilimanjaro Group.com Inc.
(A Development Stage Company)
Balance Sheet
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
January 31,
2000
$
<S> <C>
Assets
License (Note 3) -
======

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable 1,200
-----

Contingent Liability (Note 1)

Stockholders' Equity

Common Stock, 25,000,000 shares authorized with a par value
of $.001; 2,500,000 shares issued and outstanding 2,655

Deficit Accumulated During the Development Stage (3,855)
------

(1,200)
------
-
======
</TABLE>

F-2

(The accompanying notes are an integral
part of the financial statements)
<PAGE>

Kilimanjaro Group.com Inc.
(A Development Stage Company)
Statement of Operations
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From May 27, 1999
(Date of Inception)
to January 31, 2000
$
<S> <C>
Revenues -
------

Expenses

Amortization 1,000
License written-off 1,000
Organization expenses 655
Transfer agent 1,200
------

3,855
------

Net Loss (3,855)
======
</TABLE>

F-3

(The accompanying notes are an integral
part of the financial statements)
<PAGE>

Kilimanjaro Group.com Inc.
(A Development Stage Company)
Statement of Cash Flows
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From May 27, 1999
(Date of Inception)
to January 31, 2000
$
<S> <C>
Cash Flows to Operating Activities
Net loss (3,855)
Non-cash items 2,155
Accounts payable 1,200
------
Net Cash Used by Operating Activities (500)
------
Cash Flows from Financing Activities
Increase in shares issued 500
------
Net Cash Provided by Financing Activities 500
------
Change in cash -
Cash - beginning of period -
------
Cash - end of period -
======

Non-Cash Financing Activities
A total of 2,000,000 shares were issued at
a fair market value of $0.001 per share for
the acquisition of a License (Note 3) 2,000

Organization costs paid for by a director
for no consideration treated as additional
paid in capital 155
------
2,155
======
Supplemental Disclosures
Interest paid -
Income tax paid -
</TABLE>
F-4

(The accompanying notes are an integral
part of the financial statements)
<PAGE>

Kilimanjaro Group.com Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From May 27, 1999 (Date of Inception) to January 31, 2000
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
# $ $
<S> <C> <C> <C>
Balance - May 27, 1999 (Date of Inception) - - -
Stock issued for $500 of organizational expenses 500,000 500 -
Additional paid in capital for organizational expenses
incurred by a director on behalf of the Company - 155 -
Stock issued for "The Biocatalyst License" at a fair
market value of $0.001 per share 2,000,000 2,000 -
Net loss for the period - - (3,855)
--------- ----- ------
Balance - January 31, 2000 2,500,000 2,655 (3,855)
========= ===== ======
</TABLE>

F-5

(The accompanying notes are an integral
part of the financial statements)
<PAGE>

Kilimanjaro Group.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Development Stage Company

Kilimanjaro Group.com Inc. herein (the "Company") was incorporated in the
State of Nevada, U.S.A. on May 27, 1999. The Company acquired a license to
market and distribute a product. As discussed in Note 3, this license is in
jeopardy and the Company has retained the right to sue the vendor.

The Company's new business plan is as a "blank check" company. Under the
Securities Act of 1933, a blank check company is defined as a development
stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies and is issuing "penny stock"
securities.

In a development stage company, management devotes most of its activities
in investigating business opportunities. Planned principal activities have
not yet begun. The ability of the Company to emerge from the development
stage with respect to any planned principal business activity is dependent
upon its successful efforts to raise additional equity financing and find
an appropriate merger candidate. There is no guarantee that Kilimanjaro
will be able to raise any equity financing or find an appropriate merger
candidate. There is substantial doubt regarding the Company's ability to
continue as a going concern.

2. Summary of Significant Accounting Policies

(a) Year end

The Company's fiscal year end is January 31.

(b) Licenses

Costs to acquire licenses are capitalized as incurred. These costs
will be amortized on a straight-line basis over their remaining
estimated useful lives.

The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.

(d) Use of Estimates

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

3. License

The Company's only asset is a license to distribute and produce an oxygen
enriched water product, called "Biocatalyst," for remediation of sewage and
waste water in septic tanks and waste water treatment facilities, and for
other similar uses, and the rights accruing from this license. The
Company's original business plan was to determine the feasibility of the
Biocatalyst sewage and waste remediation application, and, if Biocatalyst
proved to be feasible for this application, become a Biocatalyst producer.
The Company acquired the three-year license from Mortenson & Associates on
July 1, 1999 by issuing 2,000,000 shares at a fair market value of $.001 or
$2,000. The general partner of Mortenson & Associates is also a spouse of a
former director and officer of the Company. Mortenson & Associates acquired
its right to sublicense Biocatalyst to the Company from NW Technologies.

F-6
<PAGE>

3. License (continued)

In December, 1999, David R. Mortenson, Mortenson & Associates' principal,
notified the Company that he was involved in a legal dispute with NW
Technologies, and would be unable to fulfill his obligations under the
license to the Company. As a result, the Company's ability to implement its
business plan was seriously undermined. On February 18, 2000, Mortenson &
Associates, the Company, and the Company's shareholders, James L.
Vandeberg, Kinne F. Hawes and Chapin E. Wilson, entered into a settlement
agreement. Under the terms of the settlement agreement, Mortenson &
Associates' affiliate, Vitamineralherb.com will grant to Vandeberg, Hawes
and Wilson a license to distribute vitamins and similar products in part
for their agreement not to pursue their individual claims against Mortenson
& Associates. The settlement agreement provides that Mortenson will
prosecute his claims against NW Technologies diligently, with a goal toward
recovering the Biocatalyst rights. Pursuant to the settlement agreement,
the Company has retained its right to prosecute its claims against
Mortenson & Associates for breach of contract. The Company has no plans to
pursue a claim at this time.

January 31,
2000
$

License
Cost 2,000
Less amortization (1,000)
Less amount written-off (1,000)
------
-
======

4. Related Party Transaction

The License referred to in Note 3 was sold to the Company by a partnership
whose general manager is the spouse of the former officer and director of
the Company for consideration of 2,000,000 shares for total fair market
consideration of $2,000. These shares were paid evenly to the ten partners.

5. Uncertainty Due to the Year 2000 Issue

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.

F-7
<PAGE>

EXHIBIT INDEX

Exhibit
Number Name
- ------- ---------------------------------------------

2.1 Articles of Incorporation

2.2 Bylaws

3.1 Specimen Share Certificate for Common Stock

3.2 Lock Up Agreement

6.1 Settlement Agreement

6.2 License Agreement

27.1 Financial Data Schedule

<PAGE>

EXHIBIT 2.1
ARTICLES OF INCORPORATION

KILIMANJARO GROUP.COM INC.

The undersigned natural person of the age of eighteen years or more, acting
as incorporator of a corporation under and pursuant to the laws of the State of
Nevada, hereby adopts the following Articles of Incorporation for such
corporation:

ARTICLE I

The name of the corporation is KILIMANJARO.COM INC.

ARTICLE II

The principal office of this corporation is to be at 50 West Liberty Street
#880, Reno, 89501, State of Nevada. The Nevada Agency and Trust Company is
hereby named as Resident Agent of this corporation and in charge of its said
office in Nevada. The registered office is the same as the principal office.

ARTICLE III

The nature of the business, objects and purposes to be transacted,
promoted, or carried on by the corporation are:

A. To conduct any lawful business, to promote any lawful purpose, and to
engage in any lawful act or activity for which corporations maybe organized
under the General Corporation Law of the State of Nevada and to act in
every kind of fiduciary capacity. and generally to do all things necessary
or convenient which are incident to or which a natural person might or
could do.

B. To purchase, receive, take by grant, gift, devise, bequest, or
otherwise. lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange, transfer
or otherwise dispose of, or mortgage or pledge, all or any of its property
and assets, or any interests therein, wherever situated.

C. To engage generally in the real estate business as principal, and in
any lawful capacity, and generally to take, lease, purchase, or otherwise
acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage,
work, clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of mining claims, oil leases, oil and gas
wells, real estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right therein; to
take, lease, purchase or otherwise handle or

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acquire, and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose of, as
principal agent or in any lawful capacity, such personal property,
chattels, chattels real, rights, easements, privileges, causes in action,
notes, bonds, mortgages, and securities as may lawfully be acquired, held
or disposed of and to acquire, purchase, sell, assign, transfer, dispose of
and generally deal in and with as principal, agent, broker, and in any
lawful capacity, mortgages and other interests in real, personal, and mixed
properties; to carry on a general oil exploration, mining exploration and
management business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity. To manufacture, purchase
or acquire in any lawful manner and to hold, own, mortgage, pledge, sell,
transfer, or in any manner dispose of, and to deal and trade in goods,
wares, merchandise, and property of any and every class and description,
and in any part of the world.

D. To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge or
otherwise dispose of and, in any manner deal with and contract with
reference to:

1. Inventions, devices, formulas, processes, improvements and
modifications thereof;

2. Letters patent, patent rights, patented processes, rights, designs, and
similar rights, trademarks, trade names, trade symbols and other
indications or origin and ownership granted by or recognized under the laws
of the United States of America, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony, possession agency
or instrumentality of the United States of America and of any foreign
country, and all rights connected therewith or appertaining thereto.

3. Franchises licenses, grants and concessions.

E. To make, enter into, perform and carry out contracts of every kind and
description with any person, firm, association, corporation or government
or agency or instrumentality thereof.

F. To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such persons,
firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if any,
as the Board of Directors of the corporation may determine and direct any
officer to complete.

G. To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its own
securities, including its shares of stock, notes, bonds, debentures, and
other obligations, in such amounts, on such terms and conditions, for such
purposes and for such prices, now or hereafter permitted by the laws of the
State of Nevada and by the Board of Directors of the corporation as they
may determine; and to secure any of its obligations by mortgage, pledge or
other encumbrance of any or all of its property, franchises and income.

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H. To be a promoter or manager of other corporations of any type or kind;
and to participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the corporation would have
power to conduct by itself, whether or not such participation involves
sharing or delegation of control with or to others.

I. To promote and exercise all or any part of the foregoing purposes and
powers in and all parts of the world, and to conduct its business in all or
any branches in any lawful capacity.

The foregoing enumeration of specific purposes and powers shall not be held
to limit or restrict in any manner the purposes and powers of the
corporation by references to or inference from the terms or provisions of
any other clause, but shall be regarded as independent purposes.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority
to issue is twenty-five million shares of common stock with $0.001 par value
each.

No shareholder of the corporation shall have the right of cumulative voting
at any election of directors or upon any other matter.

No holder of securities of the corporation shall be entitled as a matter of
right, preemptive or otherwise, to subscribe for or purchase any securities of
the corporation now or hereafter authorized to be issued, or securities held in
the treasury of the corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such securities may be
issued or disposed of by the board of directors to such persons and on such
terms as in its discretion it shall deem advisable.

ARTICLE V

Any action required to, or that may, be taken at any annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.

ARTICLE VI

The members of the governing board shall be styled DIRECTORS and the number of
such Directors shall be not less than one (l), or more than five (5). The first
board of directors shall be Two Members whose names and post office addresses
are as follows:

J.P. Beehner
PO Box 2370

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Alvin TX 77512-2370

Dorothy A. Mortenson
P.O. Box 5034
Alvin, Texas 77512

ARTICLE VII

The initial number of stockholders will be 2. Additional stockholders may be
obtained. The number of directors may be changed as provided in N.R.S. 78.330.

ARTICLE VIII

A. No director of the corporation shall be liable to the corporation or
any of its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article VIII shall not
authorize the elimination or limitation of liability of a director of the
corporation to the extent the director is found liable for: (i) a breach of such
director's duty of loyalty to the corporation or its shareholders; (ii) an act
or omission not in good faith that constitutes a breach of duty of such director
to the corporation or an act or omission that involves intentional misconduct or
a knowing violation of the law; (iii) a transaction from which such director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute.

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

C. ARTICLE IX

This corporation is to have perpetual existence.

Dorothy A. Mortenson, the undersigned, being the original incorporator for
the purpose of forming a corporation to do business both within and without the
state of Nevada, and in pursuance of the General Corporation Law of the State of
Nevada, effective March 31, 1925 and as subsequently amended do make and file
this certificate, hereby declaring and certifying that the facts herein above
stated are true.

This 22/nd/ day of May, 1999.
------ --- --

/s/
--------------------------------
Address: P.O. Box 5034
Alvin TX 77512-5034

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<PAGE>

State of Texas
City of Alvin

On May 22/nd/, 1999 before me, the undersigned, a Notary Public in and for
---------- --
said State, personally appeared Dorothy Ann Mortenson to me known to be the
---------------------
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same.

WITNESS my hand and official seal.

/s/
---------------------------------
Notary Public

[Notary Seal]

<PAGE>

================================================================================
Exhibit 2.2

BYLAWS OF

KILIMINJARO GROUP.COM INC.

================================================================================

CONTENTS OF INITIAL BYLAWS

<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C>
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions............................. 4
1.02 Registered Agent or Office-Requirement
of Filing Changes with Secretary of State................ 4
1.03 Initial Business Office.................................. 4
1.04 Amendment of Bylaws...................................... 4

2.00 DIRECTORS AND DIRECTORS' MEETINGS
2.01 Action Without Meeting................................... 5
2.02 Telephone Meetings....................................... 5
2.03 Place of Meetings........................................ 5
2.04 Regular Meetings......................................... 5
2.05 Call of Special Meeting.................................. 5
2.06 Quorum................................................... 6
2.07 Adjournment-Notice of Adjourned Meetings................. 6
2.08 Conduct of Meetings...................................... 6
2.09 Powers of the Board of Directors......................... 6
2.10 Board Committees-Authority to Appoint.................... 7
2.11 Transactions with Interested Directors................... 7
2.12 Number of Directors...................................... 7
2.13 Term of Office........................................... 7
2.14 Removal of Directors..................................... 8
2.15 Vacancies................................................ 8
2.15(a) Declaration of Vacancy........................... 8
2.15(b) Filling Vacancies by Directors................... 8
2.15(c) Filling Vacancies by Shareholders................ 8
2.16 Compensation............................................. 9
2.17 Indemnification of Directors and Officers................ 9
2.18 Insuring Directors, Officers, and Employees.............. 9
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C>
3.00 SHAREHOLDERS' MEETINGS
3.01 Action Without Meeting................................... 9
3.02 Telephone Meetings....................................... 9
3.03 Place of Meetings........................................ 10
3.04 Notice of Meetings....................................... 10
3.04 Voting List.............................................. 10
3.05 Votes per Share.......................................... 11
3.07 Cumulative Voting........................................ 11
3.08 Proxies.................................................. 11
3.09 Quorum................................................... 11
3.09(a) Quorum of Shareholders........................... 11
3.09(b) Adjourn for Lack or Loss of Quorum............... 12
3.10 Voting by Voice or Ballot................................ 12
3.11 Conduct of Meetings...................................... 12
3.12 Annual Meetings.......................................... 12
3.13 Failure to Hold Annual Meeting........................... 12
3.14 Special Meetings......................................... 12

4.00 OFFICERS
4.01 Title and Appointment.................................... 13
4.01(a) Chairman......................................... 13
4.01(b) President........................................ 13
4.01(c) Vice President................................... 14
4.01(d) Secretary........................................ 14
4.01(e) Treasurer........................................ 14
4.01(f) Assistant Secretary or
Assistant Treasurer.............................. 15
4.02 Removal and Resignation.................................. 15
4.03 Vacancies................................................ 15
4.04 Compensation............................................. 16

5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization............... 16
5.02 Execution of Certain Instruments......................... 16

6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares............................. 16
6.02 Certificates for Fully Paid Shares....................... 16
6.3 Consideration for Shares................................. 17
6.4 Replacement of Certificates.............................. 17
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C>
6.05 Signing Certificates-Facsimile Signatures................ 17
6.06 Transfer Agents and Registrars........................... 17
6.07 Conditions of Transfer................................... 17
6.8 Reasonable Doubts as to Right to Transfer................ 17

7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings............................ 18
7.02 Share Register........................................... 19
7.03 Corporate Seal........................................... 19
7.04 Books of Account......................................... 19
7.05 Inspection of Corporate Records.......................... 19
7.06 Fiscal Year.............................................. 20
7.07 Waiver of Notice......................................... 20

8.00 ADOPTION OF INITIAL BYLAWS.................................... 20
</TABLE>

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<PAGE>

ARTICLE ONE-CORPORATE CHARTER AND BYLAWS

1.01 CORPORATE CHARTER PROVISIONS

The Corporation's Charter authorizes twenty five million (25,000,000)
shares to be issued. The officers and transfer agents issuing shares of the
Corporation shall ensure that the total number of shares outstanding at any
given time does not exceed this number. Such officers and agents shall advise
the Board at least annually of the authorized shares remaining available to be
issued. No shares shall be issued for less than the par value stated in the
Charter. Each Charter provision shall be observed until amended by Restated
Articles or Articles of Amendment duly filed with the Secretary of State.

1.02 REGISTERED AGENT AND OFFICE-REQUIREMENT OF FILING CHANGES WITH SECRETARY
OF STATE

The address of the Registered Office provided in the Articles of
Incorporation, as duly filed with the Secretary of State for the State of
Nevada, is: 50 West Liberty Street, #880, Reno, NV 89501.

The name of the Registered Agent of the Corporation at such address, as set
forth in its Articles of Incorporation, is: The Nevada Agency and Trust Company.

The Registered Agent or Office may be changed by filing a Statement of
Change of Registered Agent or Office or Both with the Secretary of State, and
not otherwise. Such filing shall be made promptly with each change. Arrangements
for each change in Registered Agent or Office shall ensure that the Corporation
is not exposed to the possibility of a default judgment. Each successive
Registered Agent shall be of reliable character and well informed of the
necessity of immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.

1.03 INITIAL BUSINESS OFFICE

The address of the initial principal business office of the Corporation is
hereby established as: 2400 Loop 35 #1502, Alvin, Texas 77511.

The Corporation may have additional business offices within the State of
Nevada, and where it may be duly qualified to do business outside of Nevada, as
the Board of Directors may from time to time designate or the business of the
Corporation may require.

1.04 AMENDMENT OF BYLAWS

The Shareholders or Board of Directors, subject to any limits imposed by
the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All
amendments shall be upon advice of counsel as to legality, except in emergency.
Bylaw changes shall take effect upon adoption unless otherwise specified.

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<PAGE>

Notice of Bylaws changes shall be given in or before notice given of the first
Shareholders' meeting following their adoption.

ARTICLE TWO-DIRECTORS AND DIRECTORS' MEETINGS

2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, and shall have the same force and effect as a
unanimous vote of Directors, if all members of the Board consent in writing to
the action. Such consent may be given individually or collectively.

2.02 TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the
Business Corporation Act, Directors may participate in and hold a meeting by
means of conference call or similar communication by which all persons
participating can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except participation for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

2.03 PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at the business office of
the Corporation or at such other place within or without the State of Nevada as
may be designated by the Board.

2.04 REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held, without call or
notice, immediately following each annual Shareholders' meeting, and at such
other regularly repeating times as the Directors may determine.

2.05 CALL OF SPECIAL MEETING

Special meetings of the Board of Directors for any purpose may be called at
any time by the President or, if the President is absent or unable or refuses to
act, by any Vice President or any two Directors. Written notices of the special
meetings, stating the time and place of the meeting, shall be mailed ten days
before, or telegraphed or personally delivered so as to be received by each
Director not later than two days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda. Generally, a tentative agenda
will be included, but the meeting shall not be confined to any agenda included
with the notice.

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<PAGE>

Meetings provided for in these Bylaws shall not be invalid for lack of
notice if all persons entitled to notice consent to the meeting in writing or
are present at the meeting and do not object to the notice given. Consent may be
given either before or after the meeting.

Upon providing notice, the Secretary or other officer sending notice shall
sign and file in the Corporate Record Book a statement of the details of the
notice given to each Director. If such statement should later not be found in
the Corporate Record Book, due notice shall be presumed.

2.06 QUORUM

The presence throughout any Directors' meeting, or adjournment thereof, of
a majority of the authorized number of Directors shall be necessary to
constitute a quorum to transact any business, except to adjourn. If a quorum is
present, every act done or resolution passed by a majority of the Directors
present and voting shall be the act of the Board of Directors.

2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

A quorum of the Directors may adjourn any Directors' meeting to meet again
at a stated hour on a stated day. Notice of the time and place where an
adjourned meeting will be held need not be given to absent Directors if the time
and place is fixed at the adjourned meeting. In the absence of a quorum, a
majority of the Directors present may adjourn to a set time and place if notice
is duly given to the absent members, or until the time of the next regular
meeting of the Board.

2.08 CONDUCT OF MEETINGS

At every meeting of the Board of Directors, the Chairman of the Board, if
there is such an officer, and if not, the President, or in the President's
absence, a Vice President designated by the President, or in the absence of such
designation, a Chairman chosen by a majority of the Directors present, shall
preside. The Secretary of the Corporation shall act as Secretary of the Board of
Directors' meetings. When the Secretary is absent from any meeting, the Chairman
may appoint any person to act as Secretary of that meeting.

2.09 POWERS OF THE BOARD OF DIRECTORS

The business and affairs of the Corporation and all corporate powers shall
be exercised by or under authority of the Board of Directors, subject to
limitations imposed by law, the Articles of Incorporation, any applicable
Shareholders' agreement, and these Bylaws.

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<PAGE>

2.10 BOARD COMMITTEES-AUTHORITY TO APPOINT

The Board of Directors may designate an executive committee and one or more
other committees to conduct the business and affairs of the Corporation to the
extent authorized. The Board shall have the power at any time to change the
powers and membership of, fill vacancies in, and dissolve any committee. Members
of any committee shall receive such compensation as the Board of Directors may
from time to time provide. The designation of any committee and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.

2.11 TRANSACTIONS WITH INTERESTED DIRECTORS

Any contract or other transaction between the Corporation and any of its
Directors (or any corporation or firm in which any of its Directors are directly
or indirectly interested) shall be valid for all purposes notwithstanding the
presence of that Director at the meeting during which the contract or
transaction was authorized, and notwithstanding the Directors' participation in
that meeting. This section shall apply only if the contract or transaction is
just and reasonable to the Corporation at the time it is authorized and
ratified, the interest of each Director is known or disclosed to the Board of
Directors, and the Board nevertheless authorizes or ratifies the contract or
transaction by a majority of the disinterested Directors present. Each
interested Director is to be counted in determining whether a quorum is present,
but shall not vote and shall not be counted in calculating the majority
necessary to carry the vote. This section shall not be construed to invalidate
contracts or transactions that would be valid in its absence.

2.12 NUMBER OF DIRECTORS

The number of Directors of this Corporation shall be 2. No Director need be
a resident of Nevada or a Shareholder. The number of Directors may be increased
or decreased from time to time by amendment to these Bylaws. Any decrease in the
number of Directors shall not have the effect of shortening the tenure which any
incumbent Director would otherwise enjoy.

2.13 TERM OF OFFICE

Directors shall be entitled to hold office until their successors are
elected and qualified. Election for all Director positions, vacant or not
vacant, shall occur at each annual meeting of the Shareholders and may be held
at any special meeting of Shareholders called specifically for that purpose.

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<PAGE>

2.14 REMOVAL OF DIRECTORS

The entire Board of Directors or any individual Director may be removed
from office by a vote of Shareholders holding a majority of the outstanding
shares entitled to vote at an election of Directors. However, if less than the
entire Board is to be removed, no one of the Directors may be removed if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors. No director
may be so removed except at an election of the class of Directors of which he is
a part. If any or all Directors are so removed, new Directors may be elected at
the same meeting. Whenever a class or series of shares is entitled to elect one
or more Directors under authority granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the vote of that class or series and not
to the vote of the outstanding shares as a whole.

2.15 VACANCIES

Vacancies on the Board of Directors shall exist upon the occurrence of any
of the following events: (a) the death, resignation, or removal of any Director;
(b) an increase in the authorized number of Directors; or (c) the failure of the
Shareholders to elect the full authorized number of Directors to be voted for at
any annual, regular, or special Shareholders' meeting at which any Director is
to be elected.

2.15(a) DECLARATION OF VACANCY

A majority of the Board of Directors may declare vacant the office of a
Director if the Director: (a) is adjudged incompetent by a court order; (b) is
convicted of a crime involving moral turpitude; (c) or fails to accept the
office of Director, in writing or by attending a meeting of the Board of
Directors, within thirty (30) days of notice of election.

2.15(b) FILLING VACANCIES BY DIRECTORS

Vacancies other than those caused by an increase in the number of Directors
may be filled temporarily by majority vote of the remaining Directors, though
less than a quorum, or by a sole remaining Director. Each Director so elected
shall hold office until a qualified successor is elected at a Shareholders'
meeting.

2.15(c) FILLING VACANCIES BY SHAREHOLDERS

Any vacancy on the Board of Directors, including those caused by an
increase in the number of Directors shall be filled by the Shareholders at the
next annual meeting or at a special meeting called for that purpose. Upon the
resignation of a Director tendered to take effect at a future time, the Board or
the Shareholders may elect a successor to take office when the resignation
becomes effective.

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<PAGE>

2.16 COMPENSATION

Directors shall receive such compensation for their services as Directors
as shall be determined from time to time by resolution of the Board. Any
Director may serve the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receive compensation therefor.

2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Board of Directors shall authorize the Corporation to pay or reimburse
any present or former Director or officer of the Corporation any costs or
expenses actually and necessarily incurred by that officer in any action, suit,
or proceeding to which the officer is made a party by reason of holding that
position, provided, however, that no officer shall receive such indemnification
if finally adjudicated therein to be liable for negligence or misconduct in
office. This indemnification shall extend to good-faith expenditures incurred in
anticipation of threatened or proposed litigation. The Board of Directors may in
proper cases, extend the indemnification to cover the good-faith settlement of
any such action, suit, or proceeding, whether formally instituted or not.

2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES

The Corporation may purchase and maintain insurance on behalf of any
Director, officer, employee, or agent of the Corporation, or on behalf of any
person serving at the request of the Corporation as a Director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that person and
incurred by that person in any such corporation, whether or not the Corporation
has the power to indemnify that person against liability for any of those acts.

ARTICLE THREE-SHAREHOLDERS' MEETINGS

3.01 ACTION WITHOUT MEETING

Any action that may be taken at a meeting of the Shareholders under any
provision of the Nevada Business Corporation Act may be taken without a meeting
if authorized by a consent or waiver filed with the Secretary of the Corporation
and signed by all persons who would be entitled to vote on that action at a
Shareholders' meeting. Each such signed consent or waiver, or a true copy
thereof, shall be placed in the Corporate Record Book.

3.02 TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the
Business Corporation Act, Shareholders may participate in and hold a meeting by
means of conference call or similar

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<PAGE>

communication by which all persons participating can hear each other.
Participation in such a meeting shall constitute presence in person at such
meeting, except participation for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

3.03 PLACE OF MEETINGS

Shareholders' meetings shall be held at the business office of the
Corporation, or at such other place within or without the State of Nevada as may
be designated by the Board of Directors or the Shareholders.

3.04 NOTICE OF MEETINGS

The President, the Secretary, or the officer or persons calling a
Shareholders' Meeting. shall give notice, or cause it to be given, in writing to
each Director and to each Shareholder entitled to vote at the meeting at least
ten (10) but not more than sixty (60) days before the date of the meeting. Such
notice shall state the place, day, and hour of the meeting, and, in case of a
special meeting, the purpose or purposes for which the meeting is called. Such
written notice may be given personally, by mail, or by other means. Such notice
shall be addressed to each recipient at such address as appears on the Books of
the Corporation or as the recipient has given to the Corporation for the purpose
of notice. Meetings provided for in these Bylaws shall not be invalid for lack
of notice if all persons entitled to notice consent to the meeting in writing or
are present at the meeting in person or by proxy and do not object to the notice
given, Consent may be given either before or after the meeting. Notice of the
reconvening of an adjourned meeting is not necessary unless the meeting is
adjourned more than thirty days past the date stated in the notice, in which
case notice of the adjourned meeting shall be given as in the case of any
special meeting. Notice may be waived by written waivers signed either before or
after the meeting by all persons entitled to the notice.

3.05 VOTING LIST

At least ten (10), but not more than sixty (60), days before each
Shareholders' meeting, the officer or agent having charge of the Corporation's
share transfer books shall make a complete list of the Shareholders entitled to
vote at that meeting or any adjournment thereof, arranged in alphabetical order,
with the address and the number of shares held by each. The list shall be kept
on file at the Registered Office of the Corporation for at least ten (10) days
prior to the meeting, and shall be subject to inspection by any Director,
officer, or Shareholder at any time during usual business hours. The list shall
also be produced and kept open at the time and place of the meeting and shall be
subject, during the whole time of the meeting, to the inspection of any
Shareholder. The original share transfer books shall be prima facie evidence as
to the Shareholders entitled to examine such list or transfer books or to vote
at any meeting of Shareholders. However, failure to prepare and to make the list
available in the manner provided above shall not affect the validity of any
action taken at the meeting.

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3.06 VOTES PER SHARE

Each outstanding share, regardless of class, shall be entitled to one (1)
vote on each matter submitted to a vote at a meeting of Shareholders, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied pursuant to the Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing by the Shareholder, or by the
Shareholder's duly authorized attorney-in-fact.

3.07 CUMULATIVE VOTING

Subject to any limitation stated in the Articles of Incorporation, every
Shareholder entitled to vote at any election of Directors may cumulate votes.
For this purpose, each Shareholder shall have a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are entitled. The Shareholder may cast all these votes for
one candidate or may distribute the votes among any number of candidates. The
candidates receiving the highest number of votes are elected, up to the number
of vacancies to be filled. No Shareholder may cumulate votes unless that
Shareholder gives written notice of his or her intention to do so to the
Secretary of the Corporation on or before the day preceding the election at
which the votes will be cumulated. If any Shareholder gives written notice as
provided above, all Shareholders may cumulate their votes.

3.08 PROXIES

A Shareholder may vote either in person or by proxy executed in writing by
the Shareholder or his or her duly authorized attorney in fact. Unless otherwise
provided in the proxy or by law, each proxy shall be revocable and shall not be
valid after eleven (11) months from the date of its execution.

3.09 QUORUM

3.09(a) QUORUM OF SHAREHOLDERS

As to each item of business to be voted on, the presence (in person or by
proxy) of the persons who are entitled to vote a majority of the outstanding
voting shares on that matter shall constitute the quorum necessary for the
consideration of the matter at a Shareholders' meeting. The vote of the holders
of a majority of the shares entitled to vote on the matter and represented at a
meeting at which a quorum is present shall be the act of the Shareholders'
meeting.

11
<PAGE>

3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM

No business may be transacted in the absence of a quorum, or upon the
withdrawal of enough Shareholders to leave less than a quorum, other than to
adjourn the meeting from time to time by the vote of a majority of the shares
represented at the meeting.

3.10 VOTING BY VOICE OR BALLOT

Elections for Directors need not be by ballot unless a Shareholder demands
election by ballot before the voting begins.

3.11 CONDUCT OF MEETINGS

Meetings of the Shareholders shall be chaired by the President, or, in the
President's absence, a Vice President designated by the President, or, in the
absence of such designation, any other person chosen by a majority of the
Shareholders of the Corporation present in person or by proxy and entitled to
vote. The Secretary of the Corporation, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary of all meetings of the Shareholders.
In the absence of the Secretary or Assistant Secretary, the Chairman shall
appoint another person to act as Secretary of the meeting.

3.12 ANNUAL MEETINGS

The time, place, and date of the annual meeting of the Shareholders of the
Corporation, for the purpose of electing Directors and for the transaction of
any other business as may come before the meeting, shall be set from time to
time by a majority vote of the Board of Directors. If the day fixed for the
annual meeting shall be on a legal holiday in the State of Nevada, such meeting
shall be held on the next succeeding business day. If the election of Directors
is not held on the day thus designated for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Shareholders as soon thereafter as possible.

3.13 FAILURE TO HOLD ANNUAL MEETING

If, within any 13-month period, an annual Shareholders' Meeting is not
held, any Shareholder may apply to a court of competent jurisdiction in the
county in which the principal office of the Corporation is located for a summary
order that an annual meeting be held.

3.14 SPECIAL MEETINGS

12
<PAGE>

3.15

A special Shareholders' meeting may be called at any time by. (a) the
President; (b) the Board of Directors; or (c) one or more Shareholders holding
in the aggregate one-tenth or more of all the shares entitled to vote at the
meeting. Such meeting may be called for any purpose. The party calling the
meeting may do so only by written request sent by registered mail or delivered
in person to the President or Secretary. The officer receiving the written
request shall within ten (10) days from the date of its receipt cause notice of
the meeting to be sent to all the Shareholders entitled to vote at such a
meeting. If the officer does not give notice of the meeting within ten (10) days
after the date of receipt of the written request, the person or persons calling
the meeting may fix the time of the meeting and give the notice. The notice
shall be sent pursuant to Section 3.04 of these Bylaws. The notice of a special
Shareholders' meeting must state the purpose or purposes of the meeting and,
absent consent of every Shareholder to the specific action taken, shall be
limited to purposes plainly stated in the notice, notwithstanding other
provisions herein.

ARTICLE FOUR-OFFICERS

4.01 TITLE AND APPOINTMENT

The officers of the Corporation shall be a President and a Secretary, as
required by law. The Corporation may also have, at the discretion of the Board
of Directors, a Chairman of the Board, one or more Vice Presidents, a Treasurer,
one or more Assistant Secretaries, and one or more Assistant Treasurers. Any
two or more offices, including President and Secretary may be held by one
person. All officers shall be elected by and hold office at the pleasure of the
Board of Directors, which shall fix the compensation and tenure of all officers.

4.01(a) CHAIRMAN OF THE BOARD

The Chairman, if there shall be such an officer, shall, if present, preside
at the meetings of the Board of Directors and exercise and perform such other
powers and duties as may from time to time be assigned to the Chairman by the
Board of Directors or prescribed by these Bylaws.

4.01(b) PRESIDENT

Subject to such supervisory powers, if any, as may be given to the
Chairman, if there is one, by the Board of Directors, the President shall be the
chief executive officer of the Corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction, and control of the
business and officers of the Corporation. The President shall have the general
powers and duties of management usually vested in the office of President of a
corporation; shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws; and shall be ex officio a member of all
standing committees, including the executive committee, if any. In addition, the
President shall preside at all meetings of the Shareholders and in the absence
of the Chairman, or if there is no Chairman, at all meetings of the Board of
Directors.

13
<PAGE>

4.01(c) VICE PRESIDENT

Any Vice President shall have such powers and perform such duties as from time
to time may be prescribed by these Bylaws, by the Board of Directors, or by the
President. In the absence or disability of the President, the senior or duly
appointed Vice President, if any, shall perform all the duties of the President,
pending action by the Board of Directors when so acting, such Vice President
shall have all the powers of, and be subject to all the restrictions on, the
President.

4.01(d) SECRETARY

The Secretary shall:

(1) See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law. In case of the
absence or disability of the Secretary. or the Secretary's refusal
or neglect to act, notice may be given and served by an Assistant
Secretary or by the Chairman, the President, any Vice President,
or by the Board of Directors.

(2) Keep the minutes of corporate meetings, and the Corporate Record
Book, as set out in Section 7.01 hereof.

(3) Maintain, in the Corporate Record Book, a record of all share
certificates issued or canceled and all shares of the Corporation
canceled or transferred.

(4) Be custodian of the Corporation's records and of any seal, which
the Corporation may from time to time adopt. when the Corporation
exercises its right to use a seal, the Secretary shall see that
the seal is embossed on all share certificates prior to their
issuance and on all documents authorized to be executed under seal
in accordance with the provisions of these Bylaws.

(5) In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by
these Bylaws generally, by the Board of Directors, or by the
President.

4.01(e) TREASURER

The Treasurer shall:

(1) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all funds in the name
of the Corporation in those banks, trust companies, or other
depositories that shall be selected by the Board of Directors.

14
<PAGE>

(2) Receive, and give receipt for, monies due and payable to the
Corporation.

(3) Disburse or cause to be disbursed the funds of the Corporation as
may be directed by the Board of Directors, taking proper vouchers
for those disbursements.

(4) If required by the Board of Directors or the President, give to
the Corporation a bond to assure the faithful performance of the
duties of the Treasurer's office and the restoration to the
Corporation of all corporate books, papers, vouchers, money, and
other property of whatever kind in the Treasurer's possession or
control, in case of the Treasurer's death, resignation,
retirement, or removal from office. Any such bond shall be in a
sum satisfactory to the Board of Directors, with one or more
sureties or a surety company satisfactory to the Board of
Directors.

(5) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and 7.05 of these
Bylaws, by these Bylaws generally, by the Board of Directors, or
by the President.

4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER

The Assistant Secretary or Assistant Treasurer shall have such powers and
perform such duties as the Secretary or Treasurer, respectively, or as the Board
of Directors or President may prescribe. In case of the absence of the Secretary
or Treasurer, the senior Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions of the Secretary or Treasurer.

4.02 REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by vote of a
majority of the Directors at any regular or special meeting of the Board, or,
except in case of an officer chosen by the Board of Directors, by any committee
or officer upon whom that power of removal may be conferred by the Board of
Directors. Such removal shall be without prejudice to the contract rights, if
any, of the person removed. Any officer may resign at any time by giving written
notice to the Board of Directors, the President, or the Secretary of the
Corporation. Any resignation shall take effect on the date of the receipt of
that notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of that resignation shall not be necessary to
make it effective.

4.03 VACANCIES

Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or otherwise, the Board
of Directors may elect an acting successor to hold office for the unexpired term
or until a permanent successor is elected.

15
<PAGE>

4.04 COMPENSATION

The compensation of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving a salary by
reason of the fact that the officer is also a Shareholder or a Director of the
Corporation, or both.

ARTICLE FIVE-AUTHORITY TO EXECUTE INSTRUMENTS

5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION

These Bylaws provide certain authority for the execution of instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may
additionally authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances. Unless expressly authorized by these Bylaws or the Board of
Directors, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement nor to pledge its credit nor
to render it pecuniarily liable for any purpose or in any amount.

5.02 EXECUTION OF CERTAIN INSTRUMENTS

Formal contracts of the Corporation, promissory notes, deeds, deeds of
trust, mortgages, pledges, and other evidences of indebtedness of the
Corporation, other corporate documents, and certificates of ownership of liquid
assets held by the Corporation shall be signed or endorsed by the President or
any Vice President and by the Secretary or the Treasurer, unless otherwise
specifically determined by the Board of Directors or otherwise required by law.

ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES

6.01 CLASSES AND SERIES OF SHARES

The Corporation may issue one or more classes or series of shares, or both.
Any of these classes or series may have full, limited, or no voting rights, and
may have such other preferences, rights, privileges, and restrictions as are
stated or authorized in the Articles of Incorporation. All shares of any one
class shall have the same voting, conversion, redemption, and other rights,
preferences, privileges, and restrictions, unless the class is divided into
series, If a class is divided into series, all the shares of any one series
shall have the same voting, conversion, redemption, and other. rights,
preferences, privileges, and restrictions. There shall always be a class or
series of shares outstanding that has complete voting rights except as limited
or restricted by voting rights conferred on some other class or series of
outstanding shares.

6.02 CERTIFICATES FOR FULLY PAID SHARES

Neither shares nor certificates representing shares may be issued by the
Corporation until the full amount of the consideration has been received when
the consideration has been paid to the

16
<PAGE>

Corporation, the shares shall be deemed to have been issued and the certificate
representing the shares shall be issued to the shareholder.

6.03 CONSIDERATION FOR SHARES

Shares may be issued for such consideration as may be fixed from time to
time by the Board of Directors, but not less than the par value stated in the
Articles of Incorporation. The consideration paid for the issuance of shares
shall consist of money paid, labor done, or property actually received, and
neither promissory notes nor the promise of future services shall constitute
payment nor partial payment for shares of the Corporation.

6.04 REPLACEMENT OF CERTIFICATES

No replacement share certificate shall be issued until the former
certificate for the shares represented thereby shall have been surrendered and
canceled, except that replacements for lost or destroyed certificates may be
issued, upon such terms, conditions, and guarantees as the Board may see fit to
impose, including the filing of sufficient indemnity.

6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES

All share certificates shall be signed by the officer(s) designated by the
Board of Directors. The signatures of the foregoing officers may be facsimiles.
If the officer who has signed or whose facsimile signature has been placed on
the certificate has ceased to be such officer before the certificate issued, the
certificate may be issued by the Corporation with the same effect as if he or
she were such officer on the date of its issuance.

6.06 TRANSFER AGENTS AND REGISTRARS

The Board of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, at such times and places as the requirements
of the Corporation may necessitate and the Board of Directors may designate.
Each registrar appointed, if any, shall be an incorporated bank or trust
company, either domestic or foreign.

6.07 CONDITIONS OF TRANSFER

The party in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the Corporation,
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, and prior written notice thereof shall be given to
the Secretary of the Corporation, or to its transfer agent, if any, such fact
shall be stated in the entry of the transfer.

6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER

When a transfer of shares is requested and there is reasonable doubt as to
the right of the person seeking the transfer, the Corporation or its transfer
agent, before recording the transfer of the shares on its books or issuing any
certificate therefor, may require from the person seeking the transfer
reasonable proof of that person's right to the transfer. If there remains a
reasonable doubt of

17
<PAGE>

the right to the transfer, the Corporation may refuse a transfer unless the
person gives adequate security or a bond of indemnity executed by a corporate
surety or by two individual sureties satisfactory to the Corporation as to form,
amount, and responsibility of sureties. The bond shall be conditioned to protect
the Corporation, its officers, transfer agents, and registrars, or any of them,
against any loss, damage, expense, or other liability for the transfer or the
issuance of a new certificate for shares.

ARTICLE SEVEN-CORPORATE RECORDS AND ADMINISTRATION

7.01 MINUTES OF CORPORATE MEETINGS

The Corporation shall keep at the principal office, or such other place as
the Board of Directors may order, a book recording the minutes of all meetings
of its Shareholders and Directors, with the time and place of each meeting,
whether such meeting was regular or special, a copy of the notice given of such
meeting, or of the written waiver thereof, and, if it is a special meeting, how
the meeting was authorized. The record book shall further show the number of
shares present or represented at Shareholders' meetings, and the names of those
present and the proceedings of all meetings.

18
<PAGE>

7.02 SHARE REGISTER

The Corporation shall keep at the principal office, or at the office of the
transfer agent, a share register showing the names of the Shareholders, their
addresses, the number and class of shares issued to each, the number and date of
issuance of each certificate issued for such shares, and the number and date of
cancellation of every certificate surrendered for cancellation. The above
information may be kept on an information storage device such as a computer,
provided that the device is capable of reproducing the information in clearly
legible form. If the Corporation is taxed under Internal Revenue Code Section
1244 or Subchapter S, the Officer issuing shares shall maintain the appropriate
requirements regarding issuance.

7.03 CORPORATE SEAL

The Board of Directors may at any time adopt, prescribe the use of, or
discontinue the use of, such corporate seal as it deems desirable, and the
appropriate officers shall cause such seal to be affixed to such certificates
and documents as the Board of Directors may direct.

7.04 BOOKS OF ACCOUNT

The Corporation shall maintain correct and adequate accounts of its
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. The corporate bookkeeping procedures shall conform to accepted
accounting practices for the Corporation's business or businesses. subject to
the foregoing, The chart of financial accounts shall be taken from, and designed
to facilitate preparation of, current corporate tax returns. Any surplus,
including earned surplus, paid-in surplus, and surplus arising from a reduction
of stated capital, shall be classed by source and shown in a separate account.
If the Corporation is taxed under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents maintaining the books of account shall
maintain the appropriate requirements.

7.05 INSPECTION OF CORPORATE RECORDS

A Director or Shareholder demanding to examine the Corporation's books or
records may be required to first sign an affidavit that the demanding party will
not directly or indirectly participate in reselling the information and will
keep it confidential other than in use for proper purposes reasonably related to
the Director's or Shareholder's role. A Director who insists on examining the
records while refusing to sign this affidavit thereby resigns as a Director.

19
<PAGE>

7.06 FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of
Directors and approved by the Internal Revenue Service. The Treasurer shall
forthwith arrange a consultation with the Corporation's tax advisers to
determine whether the Corporation is to have a fiscal year other than the
calendar year. If so, the Treasurer shall file an election with the Internal
Revenue Service as early as possible, and all correspondence with the IRS,
including the application for the Corporation's Employer Identification Number,
shall reflect such non-calendar year election.

7.07 WAIVER OF NOTICE

Any notice required by law or by these Bylaws may be waived by execution of
a written waiver of notice executed by the person entitled to the notice. The
waiver may be signed before or after the meeting.

ARTICLE EIGHT ADOPTION OF INITIAL BYLAWS

The foregoing bylaws were adopted by the Board of Directors on June 18,
1999.

/s/ J.P. Beehner
---------------------------------
J. P. Beehner, Director

/s/ Dorothy A. Mortenson
---------------------------------
Dorothy A. Mortenson, Director

Attested to, and certified by:

/s/ Dorothy A. Mortenson
- ------------------------------------
Dorothy A. Mortenson, Secretary

[Corporate Seal]

<PAGE>

EXHIBIT 3.1

CERTIFICATE
FOR

[SEAL APPEARS HERE]

OF THE

CAPITAL STOCK

KILIMANJARO GROUP.COM INC.

ISSUED TO

_____________________
DATED

_____________________

For Value Received ___ hereby sell, assign and transfer unto _______

_________________________________________________________________________

___________________________________________________________________ Shares

of the Capital Stock represented by the written Certificate and do hereby
irrevocably constitute and appoint ______________________________________
to transfer the said Stock on the books of the within named Corporation
with full power of substitution in the premises.

Dated ________________________

In presence of
__________________________
________________________

NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN ON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND ENLARGEMENTS OR ANY CHANGE WHATEVER

PLEASE NOTE THAT ALL CERTIFICATES MUST BE LEGENDED AS FOLLOWS:

The shares to be acquired upon exercise of these warrants have not
been registered under the Securities Act of 1933, as amended, (the
"Act") and may not be sold, transferred or otherwise disposed of by
the holder, unless registered under the act or unless, in the opinion
of counsel satisfactory to the issuer, the transfer qualifies for an
exemption from or exemption to the registration provisions thereof.

<PAGE>

------------------------------
INCORPORATED UNDER THE LAWS OF
------------------------------
- ----- --------------
No. The State of Nevada Shares
- ----- --------------

[LOGO] Kilimanjaro Group.Com Inc.
Twenty-Five Million Shares Authorized, $0.001 Par Value

This Certifies That SPECIMAN is the owner of _______________________ Shares of
--------
$0.001 each of the Capital Stock of

Kilimanjaro Group.Com Inc.

transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers, and to be sealed with the Seal of the
Corporation this ____, day of _____ At

[SEAL]

___________________ ___________________
President Secretary

------ ----
SHARES $0.001 EACH
------ ----

<PAGE>

Exhibit 3.2

LOCK UP AGREEMENT

This LOCK UP AGREEMENT ("Agreement") dated and effective the 18/th/ day of
February, 2000, is by and between James L. Vandeberg, Kinne F. Hawes and Chapin
E. Wilson (collectively, the "Shareholders"), and KILIMANJARO GROUP.COM INC., a
Nevada corporation ("the Company").

NOW THEREFORE, the parties hereto agree as follows:

Shareholders hereby represent, warrant, covenant and agree, for the benefit
of the Company and the holders of record (the "third party beneficiaries") of
the Company's outstanding securities, including the Company's Common Stock,
$.001 par value (the "Stock") at the date hereof and during the pendency of this
Agreement that the Shareholders will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, their shares of Stock
of the Company owned beneficially or otherwise by the Shareholders except in
connection with or following completion of a merger, acquisition or other
transaction by the Company resulting in the Company no longer being classified
as a blank check company as defined in Section 7(b)(3) of the Securities Act of
1933, as amended. Any attempted sale, transfer or other disposition in violation
of this Agreement shall be null and void. The Shareholders further agree that
the Company (i) may instruct its transfer agent not to transfer such securities
(ii) may provide a copy of this Agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing that any
transfer, sale, contract for sale, devise, gift, assignment, pledge or
<PAGE>

hypothecation of such securities is subject to the terms of this Agreement and
(iii) may issue stop-transfer instructions to its transfer agent for the period
contemplated by this Agreement for such securities. This Agreement shall be
binding upon the Shareholders, their agents, heirs, successors, assigns and
beneficiaries. Any waiver by the Company of any of the terms and conditions of
this Agreement in any instance must be in writing and must be duly executed by
the Company and the Shareholders and shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent breach
thereof. The Shareholders agree that any breach of this Agreement will cause the
Company and the third party beneficiaries irreparable damage for which there is
no adequate remedy at law. If there is a breach or threatened breach of this
Agreement by the Shareholders, the Shareholders hereby agree that the Company
and the third party beneficiaries shall be entitled to the issuance of an
immediate injunction without notice to restrain the breach or threatened breach.
The Shareholders also agree that the Company and all third party beneficiaries
shall be entitled to pursue any other remedies for such a breach or threatened
breach, including a claim for money damages.

SHAREHOLDERS: COMPANY:

KILIMINJARO GROUP.COM INC.

/s/ James L. Vandeberg /s/ James L. Vandeberg
- ------------------------------------- -------------------------------------
James L. Vandeberg By James L. Vandeberg, President

/s/ Kinne F. Hawes
- -------------------------------------
Kinne F. Hawes

/s/ Chapin E. Wilson
- -------------------------------------
Chapin E. Wilson

<PAGE>

Exhibit 6.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreement") is entered into this
18/th/ day of February, 2000 by and among KILIMANJARO GROUP.COM INC., a Nevada
corporation ("Kilimanjaro"), David R. Mortenson & Associates, a Texas general
partnership ("Mortenson & Associates"), David R. Mortenson, individually and in
his capacity as general partner of Mortenson & Associates (collectively,
"Mortenson"), and James L. Vandeberg, Kinne F. Hawes, and Chapin E. Wilson.

RECITALS

WHEREAS, Vandeberg, Hawes and Wilson are the shareholders of KILIMANJARO;
and

WHEREAS, Kilimanjaro and Mortenson & Associates entered into that certain
License Agreement dated July 1, 1999, as amended (the "License Agreement"),
whereby Mortenson & Associates granted to KILIMANJARO a three-year exclusive
license for distribution of Biocatalyst and related products in Illinois and
Indiana; and

WHEREAS, Mortenson & Associates acquired its right to sublicense
Biocatalyst to KILIMANJARO from NW Technologies, Inc.; and

WHEREAS, Mortenson has notified KILIMANJARO that Mortenson & Associates
will be unable to fulfill its obligations under the License Agreement due to a
legal dispute between Mortenson and NW Technologies, Inc.; and
<PAGE>

WHEREAS, KILIMANJARO and Vandeberg, Hawes and Wilson have been damaged by
Mortenson & Associates' inability to fulfill its obligations under the License;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

1. In consideration of Vitamineralherb.com, Inc., an affiliate of
Mortenson & Associates, granting to Vandeberg, Hawes and Wilson an exclusive
license of even date herewith to distribute Vitamineralherb.com products in
Kentucky and West Virginia, Vandeberg, Hawes and Wilson, their successors and
assigns, hereby release, acquit and discharge Mortenson & Associates, its
affiliates, successors and assigns, its present and former employees, partners,
and agents, both individually and in their partnership capacities, from any and
all claims, actions, disputes, causes of action, rights, demands, debts,
damages, costs and attorneys fees, or other accountings of every kind or nature
arising out of the purchase of KILIMANJARO stock and the License Agreement, and
from any and all liability for any acts or omissions of Mortenson & Associates,
its present and former employees, partners, and agents, whether presently known
or unknown, including without limitation those claims, damages, or disputes
which could be or have been alleged to have arisen under common law, including
without limitation corporate fiduciary claims, or under any federal or state
securities statute or regulation, including without limitation claims under
Sections 12 and 17 of the Securities Act of 1933, except as provided in
Paragraph 3.

2. Mortenson hereby agrees to diligently prosecute his claims against NW
Technologies in an attempt to recover his ability to fulfill his obligations to
KILIMANJARO under the License Agreement, and to take KILIMANJARO's interests in
the License Agreement
<PAGE>

into account in any settlement agreement he may enter into with NW Technologies
concerning Biocatalyst rights.

3. Paragraph 1 shall not release Mortenson or Mortenson & Associates from
their performance obligations under the License Agreement or any claims,
actions, disputes, causes of action, rights, demands, debts, damages, costs and
attorneys fees, or other accountings of every kind or nature which KILIMANJARO
may have arising out of the License Agreement, and from any and all liability
for any acts or omissions of Mortenson & Associates, its present and former
employees, partners, and agents, whether presently known or unknown, including
without limitation those claims, damages, or disputes which could be or have
been alleged to have arisen under common law or state or federal law or
regulation, including without limitation breach of contract; provided, however,
that KILIMANJARO shall not prosecute any of its claims against Mortenson &
Associates under this Paragraph 3 so long as Mortenson complies with his
obligations under Paragraph 2; and provided further, that upon the consummation
of a merger or reorganization of KILIMANJARO with or into any other corporation,
or sale of substantially all of the assets of KILIMANJARO, KILIMANJARO's rights
under this Paragraph 3 shall be extinguished.

4. Vandeberg, Hawes and Wilson understand and agree that the agreements
by Mortenson & Associates set forth herein represent and constitute Mortenson &
Associates' total offer to resolve and fully and finally settle any and all
claims, actions, disputes, causes of action, rights, demands, debts, damages,
costs and attorneys fees, and other accountings of every kind and nature between
Vandeberg, Hawes and Wilson and Mortenson & Associates, and that it is a full,
complete and adequate consideration and compensation for Vandeberg, Hawes and
Wilson's
<PAGE>

agreement to sign this Agreement and that Vandeberg, Hawes and Wilson will
receive no other or further consideration under the terms hereof or otherwise.

5. The parties acknowledge and agree that this settlement is upon
compromise of disputed claims and that nothing contained herein shall be
construed to be an admission of any kind by any party to this Agreement.

6. This Agreement prevails over prior communications regarding the
matters contained herein. This Agreement contains the entire understanding of
the matters between the parties and no representation, warranty, or promise has
been made or relied on by any party hereto other than as set forth herein.

7. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their respective heirs, legal representatives, successors
and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day first written above.
<PAGE>

DAVID R. MORTENSON & ASSOCIATES KILIMANJARO GROUP.COM RESOURCES, INC.

/s/ David R. Mortenson /s/ James L. Vandeberg
- -------------------------------------- -------------------------------------
By David R. Mortenson, General Partner By James L. Vandeberg, President

JAMES L. VANDEBERG DAVID R. MORTENSON

/s/ James L. Vandeberg /s/ David R. Mortenson
- -------------------------------------- -------------------------------------
James L. Vandeberg David R. Mortenson

KINNE F. HAWES

/s/ Kinne F. Hawes
- --------------------------------------
Kinne F. Hawes

CHAPIN E. WILSON

/s/ Chapin E. Wilson
- --------------------------------------
Chapin E. Wilson

<PAGE>

Exhibit 6.2
LICENSE AGREEMENT

This agreement ("Agreement") made and entered into effective July 1,
------
1999 ("Effective Date") by and between David R. Mortenson & Associates, located
--
at P.O. Box 5034, Alvin, Brazoria County, Texas, U.S.A., ("Grantor") and
KILIMANJARO GROUP.COM INC. ("Licensee"), a Nevada Corporation whose registered
office is at 50 West Liberty Street, Suite 880, Reno, Nevada 89501;

W I T N E S S E T H:

WHEREAS, Grantor has certain rights as evidenced by the attached
Distribution Agreement (the "Distribution Agreement") to Products developed by
NW Technologies, Inc. ("NWT"), a Texas corporation with its principal offices at
5817 Centralcrest, Houston, Texas 77092, which company has developed proprietary
know-how in the Products, including Products covered by one or more US Patents
that have been licensed to NWT, and other Products (as hereinafter defined); and

WHEREAS, NWT has proprietary rights to trade dress and trademarks for
the brand name "Natures' Way" and "The Environmental Solution", and other
trademarks and trade dress as may be revealed to Licensee from time to time,
collectively referred to as "Marks"; and

WHEREAS, Grantor is under obligation to maintain the proprietary
rights of NWT to the Marks and to protect NWT's proprietary know-how, as
outlined in the Distribution Agreement; and

WHEREAS, NWT and Grantor desire to have the Products marketed by the
Licensee, under the Licensee's own private label, in the Territory (as
hereinafter defined); and

WHEREAS, Licensee desires to market the Products in the Territory and
hereby acknowledges NWT's exclusive ownership of all of the Marks;

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and other good and valuable consideration, Grantor and Licensee agree as
follows:

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<PAGE>

ARTICLE I
GRANT, TERRITORY AND PRODUCTS

1.01 Grant and Territory. (a) Grantor hereby designates Licensee as a
Private Label distributor for the marketing of the Products in the market(s) and
geographic area(s) set forth in Exhibit "A" hereto, ("Territory"). Licensee
hereby accepts the designation as a distributor on the terms and subject to the
conditions contained herein.

(b) Licensee hereby agrees that it will make no use of any present or
future Marks of NWT, or of any marks that would cause confusion with the general
public, for any reason without specific written approval of NWT. Upon
termination of this Agreement for any reason Licensee agrees to cease
immediately all use and display of NWT's trademarks, service marks and trade
names (the Marks) if any permission to use the Marks has been granted.

1.02 Products. (a) The term "Product(s)" as used herein shall mean only
those Products as defined in Exhibit "B" hereto.

(b) "Affiliated Persons" shall mean officers, employees, sales
representatives, consultants or other employees or non-employees to whom
Licensee grants authority to represent the Products.

(c) Licensee's owned label, ("Private Label"), shall mean that the
Product(s) shall be packaged by Licensee utilizing a label on the packages of
the Licensee's own design and invention. Since Licensee's intended uses of the
Product are outside the scope of the expertise of Grantor or its personnel,
Grantor will not be required to furnish label detail to Licensee.

1.03 Consideration: Licensee agrees to pay Grantor the sum of $2,000 US in
the form of 2,000,000 shares of Licensee's common stock, par value $0.001.
Licensee agrees to file a notice of placement of the Shares with the U.S.
Securities & Exchange Commission on Form D. Said stock is to be issued as of the
date of execution of this Agreement to the members of Grantor's Association in
the amounts specified in Exhibit F of this Agreement. Grantor warrants that each
of the members of the Association are "accredited investors" as that term is
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended.

ARTICLE II
DURATION, TERMINATION AND NATURE OF RELATIONSHIP

2.01 Duration. The term of this Agreement shall be three (3) years from the
Effective Date unless terminated earlier as herein provided. This Agreement may
be renewed by Licensee for additional three (3) year periods if no event of
default exists and all other provisions of this Agreement are in full force and
effect.

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<PAGE>

2.02 Termination. (a) This Agreement may be terminated by Grantor for cause
upon the giving of notice as herein provided.

(b) Termination for Cause. In the event that Licensee shall file a
voluntary petition in bankruptcy or for reorganization of indebtedness, or that
Licensee should, for a period of more than ninety days be the subject of an
involuntary bankruptcy proceeding or receivership over all or substantially all
of Licensee's assets, or that Licensee or any Officer or Director of Licensee
should be found guilty of a felony or a crime involving moral turpitude, or that
Licensee shall, with knowledge and deliberation, breach any provision of this
Agreement, then Company may immediately, upon delivery of written notice to
Licensee, terminate this Agreement. Cause shall also include the violation by
Licensee of any of the provisions, purchase requirements, or monetary
requirements of this Agreement ("Events of Default").

(c) Licensee will be allowed 30 days after written notification of an
Event of Default to correct the violation, except for monetary provisions which
will not be granted a grace period by Grantor.

(d) Termination of this Agreement shall not release Licensee or
Grantor from the obligations of either party contained herein.

(e) Termination of this Agreement cancels any rights granted to
Licensee herein.

2.02 Nature of Relationship. (a) This Agreement does not constitute
nor empower the Licensee as the agent or legal representative of Grantor for any
purpose whatsoever. Licensee is and will continue to be an independent
contractor.

(b) The arrangement created by this Agreement is not, and is not
intended to be, a franchise or business opportunity under the United States'
Federal Trade Commission Rule: Disclosure Requirements and Prohibitions
Concerning Franchising and Business Opportunity Ventures and is not a franchise,
business opportunity or seller assisted marketing plan or similar arrangement
under any other federal, state, local or foreign law, rule or regulation;

(c) Licensee shall not repackage or re-label Products for any reason,
except as may be allowed in any licensing agreement issued by Grantor, without
prior written authorization from Grantor. Notwithstanding the provisions of this
paragraph 2.03(c) it is understood by Company that Licensee will repackage
Product and apply Licensee's own label to the containers. The purpose of this
section is to assure that Licensee will not re-label any Product incorrectly
whereby the public would be confused with the recommended use of the Product.

(d) Licensee declares that it will not sell or offer for sale the
product Biocatalyst for use in applications involving bioremediation of
hydrocarbons or where microbes are used, enhanced or suggested for use without
specific written

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<PAGE>

authorization from Grantor. The language herein is not intended to prohibit the
Licensee's use of the Product for that purpose in remediation of sewage or waste
water, whether in septic tanks or waste water treatment facilities and the like,
nor to prohibit Licensee's use of the Product in pond remediation, exclusive of
remediation of petroleum-based hydrocarbon contamination. Licensee acknowledges
that its intended use of the product "Biocatalyst" for remediation of sewage or
waste water, exclusive of remediation of petroleum-based hydrocarbon
contamination has not been specifically tested by Grantor and as a consequence
of this is not included as a recommended use of the product Biocatalyst by
Grantor or NWT. Notwithstanding the foregoing, both parties acknowledge that in
bioremediation, Biocatalyst is specifically used to enhance the growth of
microbes in soils, particularly at depths where oxygen exchange is limited.

ARTICLE III
CONFIDENTIALITY, IccNDEMNITY AND REMEDIES

3.01 Confidential Information. (a) Licensee acknowledges that in performing
its obligations hereunder it will have access to confidential information and
trade secrets of NWT and Grantor not generally known to the public
("Confidential Information") and - Licensee is obligated to maintain the
confidentiality of the Confidential Information on its own behalf and on behalf
of its "Affiliated Persons" to whom Confidential Information is disclosed. For
the term of this Agreement and for a period of 5 years after cancellation hereof
Licensee and its Affiliated Persons will treat all Confidential Information in a
confidential manner.

(b) Licensee agrees that it will not analyze or otherwise test, or
submit to anyone else for analysis or testing (chemically or otherwise) any
Product unless approved in writing by Grantor and NWT and unless NWT and Grantor
are directly involved in the testing. NWT and Grantor grant the Licensee
hereunder the right to have the Product tested for the presence of oxygen,
pathogens or other nondesirable components. Grantor makes no warranty as to the
content of the Product.

(c) Licensee agrees to sign and to have its affiliated persons sign
confidentiality agreements in the same form as contained herein or as approved
by Grantor.

3.02 Noncompetition. Licensee agrees that the relationship between Licensee
and Grantor is of a special nature and further agrees on its own behalf and on
behalf of its Affiliated Persons that during the term of this Agreement and for
a period of twelve (12) months from and after the termination of this Agreement
that Licensee and its Affiliated Persons will not engage or hold any interest,
directly or indirectly, in any enterprise engaged in the manufacture, sale or
distribution of products of the type manufactured, sold or distributed by
Grantor as of the date this Agreement is terminated.

3.03 Remedies. Licensee agrees that Grantor shall be entitled to seek and
obtain injunctive relief from a court of competent jurisdiction for the purposes
of

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<PAGE>

restraining Licensee from any actual or threatened breach of the provisions
contained herein.

3.04 Indemnity of Licensee and Grantor. Licensee and Grantor shall
indemnify the other and hold them harmless from and against any and all claims,
losses, costs, expenses and liabilities of any kind, including without
limitation court costs and reasonable attorneys' fees, suffered or incurred by
any of them on account of, related, or arising out of the conduct of the
Licensee's or Grantor's business as the case may be.

ARTICLE IV
GRANTOR'S OBLIGATIONS TO LICENSEE

4.01 License to Produce. Grantor agrees to grant to Licensee a non-
exclusive license to manufacture the product "Biocatalyst" upon the following
terms and conditions:

(a) License. After the Licensee has purchased a minimum of 5,000
gallons of Product each month for a minimum period of six (6) consecutive months
a license will be granted to Licensee to produce the product in a location to be
named by Licensee and approved by Company with methods of production and
security measures as approved by Company. However, if after the effective date
hereof, Licensee, his successors or permitted assigns, can demonstrate to
Grantor's satisfaction the financial capability of Licensee, his permitted
successors or assigns, then upon a payment of a one time fee of $25,000.00 the
provisions of this section will be deemed by Company to have been fulfilled and
the referenced License to Produce will be granted by Company.

(b) The ingredient "Biomas" as used in the Product will be supplied
by Grantor upon terms, conditions and pricing that may be stated to Licensee by
Grantor at the time of issue of the subject License to Produce.

(c) Royalty and Expense. At the time of issuance of the subject
License to Produce a one-time payment of $10,000.00 will be made to Grantor by
Licensee to reimburse Grantor for unspecified expenses. A monthly royalty of 8%
(eight percent) of gross sales of Licensee will be paid by Licensee to Grantor
within 20 days of the end of each month.

(d) Minimum Royalties. The minimum annual royalties to be paid by
Licensee hereunder, commencing with the granting of a license to Produce from
Grantor to Licensee will be $20,000.00. The minimum annual royalties to be paid
hereunder are non-accumulative.

4.02 Personnel. Grantor agrees to make available to Licensee Grantor's
trained technical personnel for consultation from time to time, if Licensee so
requests in writing. Such consultation may be by telephone or in person. If
Licensee requires the

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<PAGE>

personal assistance of on site technical personnel, then Licensee will pay
actual travel and living expenses for such personnel as agreed between Grantor
and Licensee and an additional fee (per diem) of $300.00 per day for each
technical person requested.

ARTICLE V
LICENSEE'S OBLIGATIONS TO GRANTOR

5.01 Develop Territory. Licensee agrees to (i) use its best efforts to
market the Product in specified markets throughout the Territory, (ii) devote
such time and effort as may be necessary to do so, (iii) retain and train
sufficient staff that is knowledgeable in the sale and use of the Products, and
(iv) maintain facilities sufficient to market, sell, and distribute the
Products.

5.02 Business Records. Licensee agrees to maintain reasonably detailed and
accurate records relating to the use of the Products and to furnish to Grantor a
detailed copy of all sales records, invoice copies, copies of all testimonial
letters, product usage data and other records and reports relating to the sale
and use of the Products within the Territory (the "Business Records") upon
request in writing by Grantor.

5.03 Compliance with Laws. Licensee agrees, on its behalf and on behalf of
its "Affiliated Persons" not to perform any acts or transactions which would
place Grantor or Licensee in violation of domestic, foreign, or international
laws, rules or regulations.

5.04 Information Regarding Use of Product. Licensee agrees to forward to
Grantor any and all information, including written, digital, or pictorial
pertaining to the use and distribution of the Products as such information
becomes known to Licensee.

5.05 Inventories. Licensee agrees to maintain adequate inventories of
Products in the Territory to service customers needs.

5.06 licensee's Control Over Business. Licensee shall establish the means
by which it satisfies its obligations under Sections 5.01 and 5.05. Grantor
shall have no right to enforce, and no action shall accrue under, such
provisions until this Agreement shall have been in force for more than one year
and Licensee shall have failed to meet its minimum purchase requirements set
forth in Exhibits A and C.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF LICENSEE

6.01 Organization. Licensee represents and warrants to Grantor that
Licensee has the authority to enter into this Agreement and to perform its
obligations hereunder.

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<PAGE>

6.02 No Defaults. Licensee represents and warrants to Grantor that neither
the execution and delivery of this Agreement nor the performance of the
transactions contemplated hereby will conflict with or result in a breach or
violation of any agreement, document, instrument, judgment, decree, order,
governmental permit, certificate or license to which Licensee is a party or to
which Licensee is subject.

ARTICLE VII
TERMS OF SALE

7.1 Standard Terms and Warranties. SINCE THE USE OF THE PRODUCTS ARE
BEYOND THE CONTROL OF GRANTOR THE PRODUCTS ARE SOLD "AS IS", "WHERE IS", WITH NO
WARRANTIES, EXPRESS OR IMPLIED. GRANTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PRODUCTS OR THEIR PERFORMANCE OR AS TO SERVICE, TO LICENSEE
OR ANY OTHER PERSON. IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TO LICENSEE OR TO ANY OTHER PERSON ARE HEREBY DISCLAIMED. IN
NO EVENT SHALL GRANTOR BE LIABLE TO LICENSEE OR ANY PERSON FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. THE LIABILITY OF GRANTOR, IF ANY, FOR DAMAGES RELATING TO
ANY ALLEGEDLY DEFECTIVE PRODUCT UNDER ANY LEGAL OR EQUITABLE THEORY SHALL BE
LIMITED TO THE ACTUAL PRICE PAID FOR SUCH PRODUCT. Grantor may change the
limited warranty contained in this Section 7.01 at any time.

7.02 Placement of Orders and Shipping Terms. All shipments of Product
shall be FOB Grantor's plant, Houston, Texas, unless specifically agreed
otherwise and all shipments will be made by common carrier in accordance with
regulations relating thereto and delivery is not guaranteed by Grantor at or to
the destination. Grantor is not responsible for claims for shortages or damage
in transit; such claims must be made by the Licensee against the carrier. All
orders shall be placed with Grantor in writing upon forms approved by Grantor
and Licensee shall verify the accuracy of the order. Grantor has the right to
accept or reject any order, and the terms and conditions thereof, if the
Licensee is in default with any of the requirements or conditions of this
Agreement.

7.03 Claims of Faulty Products. Any claims for faulty Products shall be
governed by the Uniform Commercial Code of Texas, USA unless stated otherwise in
this Agreement.

7.04 Title and Risk of Loss. Products sold to Licensee shall become the
property of Licensee and title and risk of loss shall pass to Licensee at the
time of delivery of the Products to a carrier for shipment to Licensee or
Licensee customer, subject, however, to a security interest which Grantor hereby
reserves in the Products until payment for the Products is received by Grantor.

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<PAGE>

7.05 Payment Terms. Licensee shall make payment to Grantor in U.S. dollars
to Grantor for all materials ordered under this Agreement at the address set
forth herein, and upon the terms and manner of payment as shown on the Price
List of Grantor as amended from time to time.

7.06 Credit Sales. Licensee and Grantor both acknowledge and agree that if
any sale on credit is permitted hereunder Grantor hereby retains a security
interest in and lien upon the Products so sold until payment in full is received
by Grantor.

7.07 Insurance. Licensee shall secure and maintain insurance on its
inventory of Products purchased on credit in the U.S. dollar amount at least
equal to the amount owing to Grantor by Licensee. Such insurance coverage shall
list Grantor as an additional insured party.

7.08 Prices. Licensee's price from Grantor for Products and printed
matter shall be as set forth in Grantor's current published pricing schedule.
This pricing is subject to change from time to time upon written notice
transmitted by facsimile, or US Mail, by Grantor to Licensee not less than ten
(10) days in advance of any price changes. Prices for Product by Grantor to
Licensee shall be as shown on Exhibit "B" attached hereto.

7.09 Printed Matter. Licensee is prohibited from producing and
distributing his own literature, or from any action that would give the
impression directly or indirectly, to others that Product and/or the "Marks" are
the property of Licensee.

7.10 Biomas Supply. At the time that an Agreement allowing the Licensee to
produce the Product as allowed by the terms and conditions stated in this
Agreement the formulae and processes for the production of the raw material
"Biomas" will be placed with an escrow agent acceptable to both Licensee and
Grantor. If Grantor is not able to supply Biomas in quantities sufficient to
meet Licensee needs for production of Product, and the non-supply condition
continues for a period of 90 (ninety) days, then Licensee will be allowed to
produce Biomas in accordance with a non-exclusive License to Produce to be
issued by Grantor in accordance with the License form deposited with the
formulae and processes with the approved escrow agent.

ARTICLE VIII
MISCELLANEOUS CONDITIONS

8.01 Governing Law. This Agreement and any questions concerning its
validity, construction and performance shall be governed by the laws of the
State of Texas, U.S.A., with venue in Harris County, Texas. Further, the parties
to this Agreement hereby irrevocably submit to the exclusive jurisdiction of the
federal courts sitting in Harris County, Texas, for any action or proceeding
arising out of or relating hereto.

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<PAGE>

8.02 Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be sent by certified United
States mail, return receipt requested to the other party at the address
specified in the first paragraph of this Agreement. The address of either party
specified above may be changed by a notice given by such party to the other
party in accordance with this Section 8.02.

8.03 Excuse of Performance. Grantor's and Licensee's performance (other
than Licensee's obligation to pay for Products or other fees or monetary
obligations in accordance herewith, which shall not be excused) hereunder shall
be excused if (but only for so long as) any of the following conditions or
events occur and are continuing: Labor conflicts, strikes, lock-outs, fires,
explosions, war, civil disturbances, unforeseen military action, governmental
action, requisitions or seizures, delays of subcontractors or vendors,
unavailability of raw materials or transport facilities, acts of God or nature,
or any other condition or event which is beyond the reasonable control of
Grantor or Licensee, as the case may be.

8.04 Entire Agreement. This Agreement, the Exhibits hereto and any
confidentiality agreement and subdistribution agreement, constitute the entire
agreement between the parties with respect to the subject matter hereof and may
not be altered or modified except by an agreement in writing referring to this
agreement and signed by the parties hereto. Grantor and the Licensee agree that
this agreement supersedes all prior agreements written or oral.

8.05 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute but one and the same instrument.

8.06 No Waiver. No failure or delay by any party hereto in exercising any
right, in whole or in part, power or privilege hereunder shall operate as a
waiver thereof.

8.07 Amendment. This Agreement may not be amended or modified except by an
instrument in writing signed on behalf of the parties thereto specifically
referencing this Agreement.

8.08 Severability. Any provisions hereof prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction shall be ineffective
as to such jurisdiction, without affecting any other provision of this
Agreement.

8.09 Binding on Successors; Assignment. This Agreement is binding on, and
shall inure to the benefit of the parties hereto and their respective
successors, heirs and permitted assigns. This Agreement and any rights or duties
hereunder may not be assigned by Licensee, whether such assignment occurs by
merger, consolidation, sale, lease, other disposition of or any other business
combination of Licensee, without the prior written consent of Grantor. Grantor
may assign its rights hereunder to any person provided that such person, either
expressly or by operation of law, assumes Grantor's obligations hereunder. The
above notwithstanding, Grantor understands that Licensee

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<PAGE>

is, as of the effective date hereof, negotiating with several companies for the
purpose of entering into a merger, joint venture, or marketing arrangement
specifically for the purpose of marketing or financing Licensee's efforts in
marketing of the Product. Grantor agrees that as long as the requirements of
this Agreement are fulfilled that Grantor will not unreasonably deny a request
to allow Licensee to enter into the contemplated agreement.

8.10 Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs, and necessary disbursements in
addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives on the dates set forth beneath their
respective signatures below, to be effective for all purposes as of the date
first above written.

KILIIMINJARO GROUP.COM INC. DAVID R. MORTENSON &
ASSOCIATES

BY: /s/ BY: /s/
------------------ -------------------------
J. P. Beehner David R. Mortenson
TITLE: President

DATE: 7/1/99 DATE: 7/1/99
------ ------

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<PAGE>

EXHIBIT "A"
TERRITORY

Geographic Area:

Non-Exclusive Private Label License for the states of Illinois and Indiana for
remediation of sewage and waste water, whether in septic tanks or waste water
treatment facilities, exclusive of remediation of petroleum-based hydrocarbon
contamination. Licensee may not make any use of Grantor's or NWT's marks, name,
or make any reference to NW Technologies, Inc. in labeling, packaging, or
advertising materials of any kind.

Licensees Obligations to Grantor: Licensee agrees to minimum purchase
requirements as shown in Exhibit "C".

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<PAGE>

EXHIBIT "B"

Products Included in This Agreement

The product Biocatalyst is the only product included in this Agreement subject
to provisions of the Agreement.

The product Biomas in included herein only if a license to product the Product
is granted to Licensee in accordance with the terms and conditions contained
herein.

Prices: The initial price to Licensee for the Product Biocatalyst is $2.00 per
gallon in 2,000 gallon quantities to be packaged in a bulk container furnished
by Licensee. The suitability of the bulk container to receive and transport the
Product is, and will remain, the responsibility of Licensee.

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<PAGE>

EXHIBIT "C"

PURCHASE OBLIGATIONS

1/st/ Year $125,000.00

2/nd/ Year $175,000.00

Notwithstanding the above, if Licensee shall have purchased the right to produce
as outlined in Section 4.01 of this Agreement, Licensee shall have no purchase
requirement. Grantor shall have no right to enforce, and no action shall accrue
in respect of, Licensee's Purchase Obligations until this Agreement shall have
been in force for more than one year.

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<PAGE>

EXHIBIT "D"

PAYMENT TERMS

The payment terms relating to this Agreement are cash in advance.

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<PAGE>

EXHIBIT "E"

CONFIDENTIALITY AGREEMENT

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<PAGE>

CONFIDENTIALITY AGREEMENT

WITNESSETH:

This Agreement by and between NW Technologies, Inc., a Texas corporation with
its principal offices located at 5817 Centralcrest, Houston, Harris County,
Texas 77092 (herein "NWT") and David R. Mortenson, and individual with his
principal office located at P.O. Box 5034, Alvin, Brazoria County, Texas 77512
(herein "Mortenson"), jointly hereinafter referred to as "Discloser"; and
KILIMINJARO GROUP.COM INC. a Nevada corporation with principal offices at P.O.
Box 5034, Alvin, Brazoria County, Texas 77512-5034 (herein "Disclosee") is made
and entered into this 1/ST/ day of July, 1999.

WHEREAS, NWT has developed proprietary know-how in its products
marketed under the trade name "Natures' Way" and "Biocatalyst"; and other trade
names from time to time; and;

WHEREAS, NWT has proprietary rights to trade dress, trademarks, and
designs for the brand name "Nature's Way", "Biocatalyst", "The Environmental
Solution", manufacturing processes and procedures, application processes and
procedures, and;

WHEREAS, NWT has entered into an exclusive marketing agreement with
Mortenson to market its product Biocatalyst under their own brand names,
including among others, "OxyMax", "O-Max", "O2Max", "Oxy-Ice", "O-Gel", "O2Gel"
for human and animal consumption, including but not limited to pharmaceutical,
cosmetic, medical and beverage uses;

NOW THEREFORE, in consideration of the mutual covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Discloser and Disclosee agree as follows:

1.0 ANALYSIS OF SAMPLES OR PRODUCT: Parties hereto agree that
Disclosee will not analyze (chemically or otherwise) or cause to be analyzed any
of NWT's BioCatalyst product, except as specifically required by state or
federal statute, regulation, common law, or court order. No such analysis of
Biocatalyst shall be made without 10 days' advance written notice to NWT, and
NWT shall be responsible for and pay for any deviation from the testing protocol
that may be required by NWT.

2.0 CONFIDENTIALITY OF INFORMATION: Parties hereto acknowledge that
they will have access to confidential, specialized, and proprietary information
and trade secrets of NWT not generally known to the public which are the
proprietary information of NWT. Parties hereto agree that the Confidential
Information revealed to them is a valuable proprietary interest of NWT and that
they are obligated to maintain the confidentiality of the Confidential
Information so revealed. The Parties hereto agree that they will not disclose or
authorize any other person to disclose, publish, disseminate or use the
Confidential Information, and will treat all Confidential Information in a
confidential manner. The Parties hereto acknowledge that NWT would

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<PAGE>

be irreparably harmed by the unauthorized use of the Confidential Information
herein referred to.

3.0 GOVERNING LAW: This agreement and any questions concerning its
validity, construction and performance shall be governed by the laws of the
State of Texas, U.S.A., with venue in Harris County, Texas.

3.0 ENTIRE AGREEMENT: This agreement is the entire agreement between
the parties with respect to the subject matter hereof and may not be altered or
modified except by an agreement in writing signed by the parties hereto.

4.0 NO WAIVER: No failure or delay by any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof or the exercise of any right, power
or privilege.

5.0 AMENDMENT: This Confidentiality Agreement may not be amended or
modified except by an instrument in writing signed on behalf of the parties
thereto.

7.0 SEVERABILITY: Any provisions hereof prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction shall be ineffective
as to such jurisdiction, without affecting any other provision of this Agreement
or in any other jurisdiction.

8.0 ATTORNEYS' FEES: If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs, and necessary disbursements in
addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the dates set forth beneath
their respective signatures below, to be effective for all purposes as of the
date first above written.

NW TECHNOLOGIES, INC. GENTRY RESOURCES, INC.

/S/
BY:____________________ ---------------------------
C.E. Kaiser J.P. Beehner
TITLE: Chairman President

7/1/99
DATE: ______________ ----------------------

DAVID R. MORTENSON & ASSOCIATES

BY: /S/ Date: 7/1/99
-------------------------- -----------------
David R. Mortenson

-17-
<PAGE>

EXHIBIT F

SHARE DISTRIBUTION SCHEDULE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Shareholder Address SSN No. of
Shares to
be issued

- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>

David R. Mortenson P.O. Box 5034 ###-##-#### 200,000
Alvin TX 77512-5034
- ----------------------------------------------------------------------------------------------
C.E. Kaiser 10220 memorial Dr. #67 ###-##-#### 200,000
Houston TX 77024
- ----------------------------------------------------------------------------------------------
Marie M. Charles P.O. Box 34830 ###-##-#### 200,000
Houston TX 77034
- ----------------------------------------------------------------------------------------------
Roy Donovan Hinton, Jr. P.O. Box 4456 ###-##-#### 200,000
Pasadena TX 77502
- ----------------------------------------------------------------------------------------------
James R. Collins, D.V.M. 7716 Windswept Lane ###-##-#### 200,000
Houston TX 77063
- ----------------------------------------------------------------------------------------------
Jock R. Collins, D.V.M. 7627 Skyline Drive ###-##-#### 200,000
Houston TX 77063
- ----------------------------------------------------------------------------------------------
George R. Quan 29 King St. ###-##-#### 200,000
Belize City, Belize, C.A.
- ----------------------------------------------------------------------------------------------
Darren Quan 313 Oakhaven Dr. ###-##-#### 200,000
Pleasanton TX 78064
- ----------------------------------------------------------------------------------------------
Marsha Quan P.O. Box 638 ###-##-#### 200,000
Pleasanton TX 78064
- ----------------------------------------------------------------------------------------------
Laurent Barbudaux 735 International Blvd. ###-##-#### 200,000
#111
Houston TX 77024
- ----------------------------------------------------------------------------------------------
</TABLE>

-18-

<PAGE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> MAY-27-1999
<PERIOD-END> JAN-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,000
<DEPRECIATION> (1,000)
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,200
<BONDS> 0
0
0
<COMMON> 2,655
<OTHER-SE> 3,855
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,855
<LOSS-PROVISION> 1,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,855)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,855)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,855)
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>