BUDGETHOTELS COM INC, 10SB12G, 1999-08-02

BUDGETHOTELS COM INC
10SB12G, 1999-08-02

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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D. C. 20549
----------------------------------

FORM 10-SB
General Form for Registration of Securities

Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934

budgethotels.com, inc.
(Exact name of registrant as specific in its charter)

Nevada Applied For
(State of Incorporation) (I.R.S. Employer
Identification No.)

1449 St. Paul Street
Suite 202
Kelowna, British Columbia, Canada V1Y 2E5
(Address of executive offices, including postal code)

Registrant's telephone number: (250) 868-1171

Copies to: Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201

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

NONE
- -----------------------------------------------------------------
(Title of Class)

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

COMMON STOCK
-----------------------------------------------------------------
(Title of Class)

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<PAGE> 2

ITEM 1. DESCRIPTION OF BUSINESS.

History

budgethotels.com, inc. (the "Company") was incorporated under the
laws of the State of Nevada on November 5, 1997, as Info Center
International Inc. On November 30, 1997, the Company acquired all of
the issued and outstanding shares of common stock of Info Center, Inc.,
("ICI") a corporation incorporated under the laws of the state of
Washington on November 6, 1984. ICI thereafter became a wholly owned
subsidiary corporation of the Company. On February 11, 1999, the
Company changed its name to budgethotels.com, inc.

Operations

The Company's business operations consist of (1) display board
advertising and (2) an Internet website, www.budgethotels.com.

Display Board Advertising

The Company's primary business is to install and maintain
illuminated information boards in transportation terminals, such as bus
stations and airports. Each board is approximately 4 feet x 5 feet and
is made up of approximately 16 to 25 individual windows are
illuminated. The windows are available for advertisements.
Advertisements generally promote travel related services located near
the particular transportation terminal, such as hotels, rental cars and
restaurants. Some advertisers, however, promote such services in
destination cities. Each board is equipped with a free of charge
direct telephone line to the particular advertiser.

Advertising

Advertising rates for the spaces vary, depending upon the location
of the advertisement on the board. Assuming that each board is fully
occupied by an advertiser for a twelve month period, the board will
generate revenues of $56,000. There is no assurance, however, that a
board will be fully occupied during any twelve month period. Currently
the Company's boards are, on an average, sixty percent (60%) filled.

Costs of Display Board Advertising

The cost of constructing and installing each board is
approximately $4,000. Fixed operating costs per board are
approximately $6,000 and consist of telephone line charges and rental
of the terminal space. Direct sales costs, primarily commissions paid
to advertising personnel, are approximately $10,800.

<PAGE> 3

Marketing.

The Company currently operates sixty-six boards throughout the
United States and Canada. The boards range geographically from
Vancouver, British Columbia to Miami, Florida. Due to the Company's
limited financial condition and limited personnel, the Company has
primarily marketed advertising space on its various boards by telephone
contact with potential advertisers. The Company recognizes, however,
that the most effective method of selling its products is through
direct and personal contact with its potential customers. Accordingly,
the Company intends to establish a network of area representatives who
will sell the Company's product on a commission basis. Initially, the
Company estimates that there will be six representatives who will cover
the Northeast, Southeast, Midwest, South, Southern California and
Pacific Northwest regions of the United States.

The Company intends to concentrate its marketing efforts on
filling the vacant spaces on the existing boards, as well as obtaining
advertisers for newly installed boards.

Lease Agreement with Greyhound Lines, Inc.

On October 2, 1997, a License Agreement (the "License Agreement")
was executed between the Company and Greyhound Lines, Inc., a Delaware
corporation ("Greyhound"). The License Agreement grants to the Company
the sole right to install, operate and maintain wall-unit advertising
displays with direct dial phones in Greyhound's leased bus terminal
facilities. The License Agreement is effective beginning on February
15, 1998, and will continue in full force until February 15, 2003 (the
"Initial Term"). After the Initial Term, the License Agreement may be
renewable for two additional five-year terms.

The License Agreement authorizes the Company to install at its
sole cost one "approximately 20 square feet in area by 1 foot depth
wall-unit with an illuminated advertising display board with map and
direct dial phone" in each of the Greyhound facilities designated in
the License Agreement. The Company must also service, repair or replace
any part of the display boards within 48 hours after receipt of notice.

Pursuant to the terms of the License Agreement, the Company must
pay Greyhound a commission of $367.50 per month for display boards
located in the following areas: (1) Chicago, Illinois; (2) Los Angeles,
California; (3) Miami, Florida; (4) Orlando, Florida; and (5)
Washington, D.C. For display boards located in: (1) Las Vegas, Nevada;
(2) Nashville, Tennessee; (3) San Diego, California; or (4) Seattle,
Washington, the Company is obligated to pay Greyhound a commission of
$157.50 per month. The Company will pay Greyhound a commission of
$50.00 per month for display boards located in all other geographic
locations not mentioned above. The commission payments will increase 4%
for each renewal term of the License Agreement.
<PAGE> 4

Pursuant to the terms of the License Agreement, the Company is
required to obtain and maintain the following insurance policies:

1. Commercial General Liability Insurance with combined single limits
of not less than $ 1,000,000 (naming Greyhound as an additional
insured);

2. Contractual Liability Insurance underwriting the indemnification,
hold harmless, and insurance provisions of the License Agreement
with combined single limits of not less than $1,000,000 (naming
Greyhound as an additional insured);

3. Comprehensive Automobile Liability Insurance providing coverage
for owned, non-owned, hired, contracted, and leased vehicles of
Info Center with combined single limits for injury or damage in
any one accident of $500,000 (naming Greyhound as an additional
insured); and

4. Worker's Compensation Insurance in the amounts required by
applicable state laws governing the Company's operations or
evidence that such insurance is not required.

As of the date hereof, the Company has installed sixty boards
pursuant to the aforementioned agreement.

Installation of Additional Display Boards

The Company has also installed display boards for advertising by
agreement with the New York Port Authority, New Jersey Transit
Commission, Amtrak's Chicago Union Station, the Spokane Intermodal
Center, the Toronto Transit Commission and Via Rail Canada.

Thus far, the Company has installed sixty-four boards throughout
the United States and two in Canada.

Internet Website "www.budgethotels.com"

The Company owns and has the copyright to the website
www.budgethotels.com ("budgethotels"). The Company sells space on its
website to hotels and motels. The Company charges a fee to the hotel
or motel for maintaining a listing on the website. The fee charged for
the listing will vary depending upon the type of listing a particular
hotel or motel is interested in obtaining. Currently, the following
fee structure is being used:

1 . Listing $ 240.00/year
2. Column Ad $ 480.00/year
3. Full Page Ad $ 960.00/year
4. Banner Ad $ 3,600.00/year

<PAGE> 5

The Company also takes hotel reservations on-line and obtains a
commission from the respective hotel for each reservation. The Company
receives a commission. of 10% on each on-line reservation. As financial
transaction security on the Internet improves, the Company anticipates
that on-line hotel reservations will increase. There is no assurance
that the foregoing assumption will prove accurate.

Marketing of "www.budgethotels.com"

The Company intends to sell advertising space for its website
through direct and personal contact with a prospective advertiser. The
Company anticipates employing area representatives to sell advertising
space for its Internet website. The Company anticipates that its
potential advertising clients for the website will also be the same
potential clients for its display advertising boards. Accordingly, the
Company anticipates selling two product lines employing identical
telemarketers for the website, as it does for the display board
advertising in contacting potential advertisers.
Operations of "www.budgethotels.com"

Currently one hundred twenty clients lease space on the Company's
website.

Competition.

The Company competes with many other board providers and Internet
travel services, most of whom have more financial resources than the
Company and there can be no assurance that in the future, the Company
will be able to compete successfully with other display board
advertisers or Internet website advertisers.

Government Regulation

The Company anticipates that its display board advertising will be
subject to regulation by the respective local and state authorities, as
well as federal authorities, with regard to the content of each display
board. Further, the content of the display boards will also be
regulated by the respective transportation (airport, bus, port or
train) authorities. Advertisements subject to regulation may include
socially objectionable advertisements relating to such matters as
alcoholic beverages, tobacco products, drug or sex paraphernalia,
"striptease" or topless establishments, "adult bookstores", nude
modeling studios, escort services and massage parlors.

The Company believes that the lack of financial security on the
Internet is hindering economic activity thereon. To ensure the security
of transactions occurring over the Internet, U.S. federal regulations
require that any computer software used within the United States
contain a 128-bit encoding encryption, while any computer software
exported to a foreign country contain a 40-bit encoding encryption.

<PAGE> 6

There is uncertainty as to whether the 128-bit encoding encryption
required by the U.S. is sufficient security for transactions occurring
over the Internet. Accordingly, there is a danger that any financial
(credit card) transaction via the Internet will not be a secure
transaction. Accordingly, risks such as the loss of data or loss of
service on the Internet from technical failure or criminal acts are now
being considered in the system specifications and in the security
precautions in the development of the website "www.budgethotels.com."
There is no assurance that such security precautions will be
successful.

Year 2000

The Year 2000 issue is the result of computer programs written
using two digits rather than four to define the applicable year. As a
result, date sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions of operations,
including among others, temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Since the Company has yet to acquire any technology in support of
its services, the planned acquisitions will most likely involve
hardware and software which is relatively new and therefore management
does not anticipate that it will incur significant operating expenses
or be required to invest heavily in computer systems improvements to be
Year 2000 compliant. As the Company makes arrangements with significant
hardware and software suppliers, the Company intends to determine the
extent to which the Company's systems may be vulnerable should those
third parties fail to address and correct their own Year 2000 issues
and take measures to reduce the Company's exposure, such as, finding
alternative suppliers or requiring the suppliers to correct Year 2000
compliance issues prior to the Company acquiring the product. The
Company anticipates that this will be an ongoing process as the Company
begins to implement its marketing plan through 1999. There can be no
assurances that the systems of suppliers or other companies on which
the Company may rely on will be converted in a timely manner and will
not have a materially adverse effect on the Company's systems.
Additionally there can be no assurances that the computer systems
necessary to maintain the viability of the Internet will be Year 2000
compliant. The Company believes that it is taking the steps necessary
regarding Year 2000 compliance issues with respect to matters within
its control. However, no assurance can be given that the Company's
systems will be made Year 2000 compliant in a timely manner or that
the Year 2000 problem will not have a material adverse effect on the
Company's business, financial condition and results of operations.

<PAGE> 7

Company's Office

The Company's headquarters are located 1449 St. Paul Street, Suite
202, Kelowna, British Columbia, Canada V1Y 2E5 and its telephone
numbers are (250) 868-1171 and(800) 548-4432.

Employees

The Company is a development stage company and currently has
eleven employees other than its Officers and Directors. The employees
will be paid on a commission basis (by a number of display boards each
employee is able to achieve advertising for). The Company intends to
hire additional employees as needed.

RISK FACTORS

1. Company with Limited History of Earnings. The Company has a
limited operating history and is subject to all of the risks inherent
in a developing business enterprise including lack of cash flow and
service acceptance.

2. Development and Market Acceptance of Services. The Company's
success and growth will depend upon the Company's ability to market its
services. The Company's success will depend in part upon the market's
acceptance of, and the Company's ability to deliver and support its
services.

3. Dependence on Technology Supplier. The Company is dependent
upon an outside technology supplier for the preparation and creation of
its web sites. The unavailability of such services will result in the
Company ceasing operations.

4. Liquidity; Need for Additional Financing. The Company
believes that it does not have the cash it needs for at least the next
twelve months based upon its internally prepared budget. Further, the
Company's cash requirements are not easily predictable and there is a
possibility that its budget estimates will prove to be inaccurate. If
the Company is unable to generate a positive cash flow, it will be
required to curtail operations substantially and seek additional
capital. There is no assurance that the Company will be able to obtain
additional capital if required, or if capital is available, to obtain
it on terms favorable to the Company. The Company may suffer from a
lack of liquidity in the future which could impair its short-term
marketing and sales efforts and adversely affect its results of
operations.

<PAGE> 8
5. Competition. Most of the Company's competitors have
substantially greater financial, technical and marketing resources than
the Company. In addition, the Company's services compete indirectly
with numerous other suppliers of web pages and search engines. As the
market for the Company's services expand, the Company expects that
additional competition will emerge and that existing competitors may
commit more resources to those markets.

6. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its sole Officer, William Marshall and its Directors, William Marshall,
Kenneth E. Cloak and Stewart P. Scheibel who exercise control over the
day to day affairs of the Company.

7. Issuance of Additional Shares. 35,786,000 shares of Common
Stock or 71.57% of the 50,000,000 authorized shares of Common Stock of
the Company are unissued. The Board of Directors has the power to
issue such shares, subject to shareholder approval, in some instances.
Although the Company presently has no commitments, contracts or
intentions to issue any additional shares to other persons, other than
pursuant to Mr. Marshall's employment agreement and the Founders'
Agreement, the Company may in the future attempt to issue shares to
acquire products, equipment or properties, or for other corporate
purposes. Any additional issuance by the Company, from its authorized
but unissued shares, would have the effect of diluting the interest of
existing shareholders.

8. Indemnification of Officers and Directors for Securities
Liabilities. The laws of the State of Nevada provide that the Company
could indemnify any Director, Officer, agent and/or employee as to
those liabilities and on those terms and conditions as are specified in
the Corporation Act of the State of Nevada. Further, the Company may
purchase and maintain insurance on behalf of any such
persons whether or not the corporation would have the power to
indemnify such person against the liability insured against. The
foregoing could result in substantial expenditures by the Company and
prevent any recovery from such Officers, Directors, agents and
employees for losses incurred by the Company as a result of their
actions. Further, the Company has been advised that in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.

9. Cumulative Voting, Preemptive Rights and Control. There are
no preemptive rights in connection with the Company's Common Stock.
Shareholders may be further diluted in their percentage ownership of
the Company in the event additional shares are issued by the Company in
the future. Cumulative voting in the election of Directors is not
provided for. Accordingly, the holders of a majority of the shares of
Common Stock, present in person or by proxy, will be able to elect all
of the Company's Board of Directors.
<PAGE> 9

10. No Dividends Anticipated. At the present time the Company
does not anticipate paying dividends, cash or otherwise, on its Common
Stock in the foreseeable future. Future dividends will depend on
earnings, if any, of the Company, its financial requirements and other
factors.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Operations During the Fiscal Years November 30, 1998 and November 30,
1997

The Company's operations remained consistent during the last two
fiscal years. Net sales of advertising increased by approximately
$100,000 while cost of goods sold increased by $9,000. The foregoing
increase was as a direct result of the Lease Agreement with Greyhound
Lines, Inc. Sales increased from $331,953 for fiscal 1997 to
$438,272 for fiscal 1998. The Company suffered a net loss of $55,002
for fiscal 1998 as compared with a net loss of $8,782 for fiscal 1997.
The loss was directly related to an increase in administrative
expenses. General and administrative expenses increased by
approximately $160,000 from $151,483 for the fiscal year ending
November 30, 1997 to $311,283 for the fiscal year ending November 30,
1998. The increase in the general and administrative expenses was a
direct result of retaining additional employees in an attempt to
generate additional sales of advertising space and developing the
Internet Web site.

Operations During the Interim Periods of May 31, 1999 and May 31, 1998.

In the first quarter of fiscal year 1999, the Company completed
three offerings of securities pursuant to Reg. 504 of the Securities
Act of 1933 which increased its total cash from by approximately
$167,000. During the first six months of fiscal November 30, 1999
which ended on May 31, 1999, the Company had net sales of $305,644 as
compared with $280,682 the same time in 1998. As a result of the
increase in administrative expenses, the Company had a net loss of
$78,155 for the period ending May 31, 1999 as compared with a net
profit for the period ending May 31, 1998.

In the event that the Company does not substantial increase its
net sales during the next six months, the Company anticipates reducing
its employee work force.

The Company has inadequate cash to maintain operations during the
next twelve months. As a result, its auditors, Jones, Jensen and
Company have issued a going concern opinion. In order to meet its cash
requirements the Company will have to raise additional capital through
the sale of securities or loans. As of the date hereof, the Company
has not made sales of additional securities and there is no assurance

<PAGE> 10

that it will be able to raise additional capital through the sale of
securities in the future. Further, the Company has not initiated any
negotiations for loans to the Company and there is no assurance that
the Company will be able to raise additional capital in the future
through loans. In the event that the Company is unable to raise
additional capital, it may have to reduce its operations.

The Company does not intend to conduct any research or development
of its services during the next twelve months other than as described
herein. See "Business."

The Company does not intend to purchase a plant or significant
equipment.

The Company will not hire additional employees during the next
twelve months, however, the Company may decrease the number of persons
it now employees.

ITEM 3. DESCRIPTION OF PROPERTIES.

The Company does not own any real or personal property. The
Company's only asset is cash.

The Company's headquarters are located 1449 St. Paul Street, Suite
202, Kelowna, British Columbia, Canada V1Y 2E5 and its telephone number
is (250) 868-1171. The Company leases the foregoing premises from
Cedar Grove Reality on a month to month basis. The monthly rental is
$749.00.

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

The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.

<PAGE> 11

Name and Number of Percent of
address of owner Shares Position Class

William Marshall 8,000,000[1] President, Secretary 56.28%
16875 Terrace Rd. Treasurer & Director
Winfield, B.C.
Canada V4V 1B2

Kenneth E. Cloak 0[2] Director 0.00%
8624 Janscim Park Dr.
N. Jaunich, B.C.
Canada V8V 3K3

Stewart P. Scheibel 0[3] Director 0.00%
4159 Burkehill Road
West Vancouver, B.C.
Canada V7V 3M6

All officers and 8,000,000 56.28%
directors as a
group (3 persons)

[1] Shares are held in the name of WJM Management Ltd., a corporation
owned and controlled by William Marshall, the Company's President.

[2] Does not include an option to purchase up to 25,000 shares of
common stock at an exercise price of $0.25 per share.

[3] Does not include an option to purchase up to 50,000 shares of
common stock at an exercise price of $0.25 per share.

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

The officers and directors of the Company are as follows:

Name Age Position

William J. Marshall 51 President, Treasurer, Secretary and
sole member of the Board of
Directors

Kenneth E. Cloak 51 Director

Stewart P. Scheibel 52 Director

Each director serves for a term of one year and the directors are
elected at the annual meeting of shareholders. The Company's officers
are appointed by the Board of Directors and hold office at the
discretion of the Board.

<PAGE> 12

William J. Marshall - President, Treasurer, Secretary and member of
the Board of Directors.

Since November 1997, Mr. Marshall has been a founder, the
President, Treasurer, Secretary and a member of the Board of Directors
of the Company. Since 1991, Mr. Marshall has the sole officer and
director of the Company's wholly owned subsidiary corporation, Info
Center, Inc. From 1988 to 1991, Mr. Marshall was the Vice President of
Sales for LAC Enterprises (Advertising) in Vancouver, British Columbia,
Canada. From 1984 to 1988, Mr. Marshall served as President of Info
Center, Inc., which is not the same corporation currently owned by the
Company. From 1977 to 1983 Mr. Marshall served as a sales
representative and sales supervisor for Moffatt Communications,
Vancouver, British Columbia. From 1975 to 1977, Mr. Marshall was a
sales representative for CFCN Television in Calgary, Alberta. From
1972 to 1975, Mr. Marshall was employed by Rothman's of Pal Mal
Tobacco Company, located in Calgary, Alberta, Canada.

Kenneth E. Cloak - member of the Board of Directors

Kenneth E. Cloak was appointed to the Board of Directors of the
Company on May 25, 1999. Since May 1991, Mr. Cloak has been a real
estate associate with Collins International in Victoria, British
Columbia. Collins International is a Canadian Commercial Real Estate
Broker.

Stewart P. Scheibel - member of the Board of Directors

Stewart P. Scheibel was appointed to the Board of Directors of the
Company on May 25, 1999. From May 1996 to May 1998, Mr. Scheibel was
retired. From May 1998 to May 1999, Mr. Scheibel was a self employed
consultant advising corporations and individuals about new business
opportunities and prospects for increasing business revenues. From
April 1969 to April 1996, Mr. Scheibel was employed by International
Business Machines (IBM) in a number of capacities.

ITEM 6. EXECUTIVE COMPENSATION.

Summary Compensation.

The following table sets forth the compensation paid by the
Company from January 1, 1996 through December 31, 1998, for each
officer and director of the Company. This information includes the
dollar value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.

<PAGE> 13

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Securities
Names Other Under Restricted Other
Executive Annual Options/ Shares or
Annual
Officer and Compen- SARs[1] Restricted LTIP[2] Compen-
Principal Year Salary Bonus sation Granted Share Payouts
sation
Position Ended (US$) (US$) (US$) (#) Units (US$) (US$) (US$)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

William J. 1998 72,000 0 0 0 0 0 0
Marshall 1997 98,000 0 0 0 0 0 0
President 1996 84,000 0 0 0 0 0 0
& Director

Kenneth E. 1998 0 0 0 0 0 0 0
Cloak 1997 0 0 0 0 0 0 0
Director 1996 0 0 0 0 0 0 0

Stewart P. 1998 0 0 0 0 0 0 0
Scheibel 1997 0 0 0 0 0 0 0
Director 1996 0 0 0 0 0 0 0

</TABLE>

The Company anticipates paying the following salaries in 1999,
subject to the Company beginning profitable operations and generating
sufficient revenues to pay the same:

William J. Marshall President 1999 $ 110,000

The Company has adopted a non-qualified incentive stock option
plan and granted options to Messrs Cloak and Scheibel. There are no
other stock option plans, retirement, pension, or profit sharing plans
for the benefit of the Company's officers and directors.

Option/SAR Grants.

Information concerning individual grants of stock options, whether
or not in tandem with stock appreciation rights ("SARs"), and
freestanding SARs made during fiscal 1998 and options granted to date
in fiscal 1999 to each of the Named Executive Officers is reflected in
the table below.

<PAGE> 14

Option/SAR Grants in Fiscal 1998 and to date in Fiscal 1999.

Potential
Realizable Value
at Assumed Annual Alternative
Rates of Stock to 5% and
Price Appreciation 10% Grant
Individual Grants for Option Term Date Value
_______________________________________________________________________________
Percent of
Number of Total Grant
Securities Options/SARs Date
Underlying Granted to Exercise Expir- Present
Options/SARs Employees or Base ation Value
Name Granted (#) in Fiscal Yr Price Date 5%($) 10%($) ($)
- -------------------------------------------------------------------------------
[S] [C] [C] [C] [C] [C] [C] [C]
1998
William J.
Marshall 0 0 $0.00 0 $ 0 $ 0 $ 0
1999
William J.
Marshall 0 0 $0.00 0 $ 0 $ 0 $ 0
Kenneth E.
Cloak 25,000 33.3% $0.50 05/24/00 $ 0 $ 0 $ 0
Stewart P.
Sebeibel 50,000 66.7% $0.50 11/27/00 $ 0 $ 0 $ 0

Long-Term Incentive Plan Awards.

The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance.

Compensation of Directors.

Messrs. Cloak and Scheibel have received options to acquire shares
of the Company's Common Stock. Mr. Marshall has not received any
options to acquire any shares of the Company's common stock. Other than
the foregoing, Directors have not received any other compensation for
serving on the Board of Directors. There are no contractual
arrangements with any member of the Board of Directors other than Mr.
Marshall. See "Certain Relationships and Related Transaction."

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On November 30, 1997, the Company acquired all of the issued and
outstanding shares of common stock of ICI, a corporation owned and
controlled by WJM Management Ltd., a corporation owned and controlled
by William Marshall, the Company's President and director in exchange
for 8,000,000 shares of the Company's Common Stock. Further, WJM
Management Ltd., transferred its leasehold interests in Via Rail Canada
and Toronto Transit Commission to the Company.

<PAGE> 15

On December 18, 1997, the Company completed its first private
placement offering of 2,500,000 shares of the Company's Common Stock at
$0.01 per share, or an aggregate of $25,000. In October 1997, the
Company entered into a licensing agreement with Greyhound Lines, Inc.
(Greyhound), whereby the Company is granted the right to install,
operate and maintain its advertising boards in all of Greyhound's owned
and leased bus terminal facilities. The agreement is for a period of
15 years (three 5 year terms) beginning in February 1998. The cost to
the Company ranges from $50 to $367 per month for each location where
an advertising board is placed. The Company offered the shares on a
"best efforts" basis, in reliance upon Regulation D promulgated under
the Securities Act of 1933, as amended (the "Act"), and/or Sections
3(b) and 4(2) of the Act and as permitted under the laws of various
states. The offering was made without general solicitation or general
advertising.

On May 24, 1999, the Company granted an option to Ken Cloak, a
member of the Board of Directors, to acquire up to 25,000 shares of
common stock at an exercise price of $0.50 per share. The option
provides that Mr. Cloak may acquire 12,500 shares from August 26, 1999
to November 26, 1999 and 12,500 shares from November 27, 1999 to May
24, 2000.

On May 24, 1999, the Company granted an option to Stewart
Scheibel, a member of the Board of Directors, to acquire up to 50,000
shares of common stock at an exercise price of $0.50 per share. The
option provides that Mr. Scheibel may acquire 12,500 shares from August
26, 1999 to November 26, 1999; 12,500 shares from November 27, 1999 to
May 24, 2000; 12,500 shares from May 25, 2000 to August 25, 2000; and,
12,500 shares from August 26, 2000 to November 27, 2000.

ITEM 8. LEGAL PROCEEDINGS.

The Company is not a party to any pending or threatened litigation
and to its knowledge, no action, suit or proceedings has been
threatened against its officers and its directors.

ITEM 9. MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

The Company's shares are traded on the Bulletin Board
operated by the National Association of Securities Dealers, Inc. (the
"Bulletin Board") under the trading symbol "BUDH." The Company's
shares began trading in August 1998. Summary trading by quarter for
the 1998, and 1997 fiscal years and the first quarter of 1999 are as
follows:

<PAGE> 16

Fiscal Quarter High Bid[1] Low Bid[1]
1999
Second Quarter $2.40625 $0.4375
First Quarter $0.65625 $0.28125

1998
Fourth Quarter $0.55 $0.3125
Third Quarter $0.00 $0.00

[1] These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not represent actual
transactions.

As of June 15, 1999, the Company has 469 holders of record of its
Common Stock.

The Company has not paid any dividends since its inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

The Company has 14,214,000 shares of Common Stock issued and
outstanding as of June 15, 1999. Of the 14,214,000 shares of the
Company's Common Stock outstanding, 4,214,000 shares are freely
tradeable and 8,000,000 shares can only be resold in compliance with
Reg. 144 adopted under the Securities Act of 1933 (the "Act").

In general, under Rule 144 as currently in effect, a person (or
persons whose Shares are aggregated) who has beneficially owned Shares
privately acquired directly or indirectly from the Company or from an
affiliate, for at least one year, or who is an affiliate, is entitled
to sell within any three month period a number of such Shares that does
not exceed the greater of 1% of the then outstanding shares of the
Company's Common Stock or the average weekly trading volume in the
Company's Common Stock during the four calendar weeks, immediately
preceding such sale. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of
current public information about the Company. A person (or persons
whose Shares are aggregated) who is not deemed to have been an
affiliate at any time during the 90 day preceding a sale, and who has

<PAGE> 17

beneficially owned Restricted Shares for at least two years, is
entitled to sell all such Shares under Rule 144 without regard to the
volume limitations, current public information requirements, manner of
sale provisions or notice requirements.

On November 30, 1997, the Company acquired all of the issued and
outstanding shares of common stock of ICI, a corporation owned and
controlled by WJM Management Ltd., a corporation owned and controlled
by William Marshall, the Company's sole officer and director in exchange
for 8,000,000 shares of the Company's Common Stock. Further, WJM
Management Ltd., transferred its leasehold interests in Via Rail Canada
and Toronto Transit Commission to the Company.

<PAGE> 18

ITEM 11. DESCRIPTION OF SECURITIES.

Common Stock

The authorized Common Stock of the Company consists of 50,000,000
shares, $0.001 par value per share. All shares have equal voting
rights, are non-assessable and have one vote per share. Voting rights
are not cumulative and, therefore, the holders of more than 50% of the
Common Stock could, if they choose to do so, elect all of the directors
of the Company.

Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.

Dividends

Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.

Preferred Stock

The authorized Preferred Stock of the Company consists of
1,000,000 shares, $0.01 par value per share. Currently, no Preferred
Shares have been issued and there are no agreements or negotiations
pending for the issuance of any Preferred Shares. The designations,
powers, preferences, rights, and limitations of the Preferred Shares
may be determined by the Board of Directors from time to time,
including rights pertaining to voting, dividends, redemptions,
liquidation and conversion.

Transfer Agent

The Company's transfer agent is American Securities Transfer &
Trust, Inc., 1825 Lawrence Street, Suite 444, Denver Colorado
80202-1817 and its telephone number is (303) 298-5370.

<PAGE> 19

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The laws of the state of Nevada under certain circumstances
provide for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.

In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.

The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.

The Company's Articles of Incorporation and Bylaws do not contain
any provisions for indemnification as described above.

ITEM 13. FINANCIAL STATEMENTS.

Financial Statements begin on following page.

<PAGE> 20
[Letterhead]

Jones, Jensen & Company LLC
Certified Public Accountants
50 South Main Street
Suite 1450
Salt Lake City, Utah 84144
Tel: (801) 328-4408
FAX: (801) 328-4461

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Info Center International, Inc. and Subsidiaries
Kelowna, British Columbia

We have audited the accompanying consolidated balance sheet of Info
Center International, Inc. and Subsidiaries as of November 30, 1998 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended November 30, 1998 and
1997. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Info Center International, Inc. and Subsidiaries as of
November 30, 1998, and the consolidated results of their operations and
their cash flows for the years ended November 30, 1998 and 1997, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company's capital
deficiency and significant operating losses raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans regarding these matters are described in Note 8. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
February 26, 1999

F-1
<PAGE>
<PAGE> 21
INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

ASSETS
<TABLE>
<CAPTION>
November 30,
1998
<S> <C>
CURRENT ASSETS
Cash $ 13,144
Accounts receivable (Note 2) 88,518
---------
Total Current Assets 101,662
---------
PROPERTY AND EQUIPMENT (Net) (Notes 2 and 3) 64,604
---------
OTHER ASSETS
Prepaids 1,477
---------
Total Other Assets 1,477
---------
TOTAL ASSETS $ 167,743
=========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 17,923
Accounts payable - related party 3,477
Unearned revenue 196,031
Note payable - related party (Note 5) 44,407
---------
Total Current Liabilities 261,838
---------
COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; 1,000,000 shares
authorized of $0.01 par value,
no shares issued and outstanding -
Common stock; 50,000,000 shares
authorized of $0.001 par value,
11,487,000 shares issued and
outstanding 11,487
Additional paid-in capital 61,894
Accumulated deficit (167,476)
---------
Total Stockholders' Equity (Deficit) (94,095)
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 167,743
=========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.

F-2
<PAGE> 22

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Years Ended
November 30,
1998 1997
<S> <C> <C>
REVENUE
Net sales $ 438,272 $ 331,953
Cost of goods sold 171,086 162,229
--------- ---------
Gross Profit 267,186 169,724
--------- ---------
EXPENSES
General and administrative 311,283 151,483
Depreciation 17,118 9,246
--------- ---------
Total Expenses 328,401 160,729
--------- ---------
Income (Loss) From Operations (61,215) 8,995
--------- ---------
OTHER INCOME (EXPENSE)
Gain on exchange rate 12,415 5,252
Interest income 237 -
Interest expense - (5,772)
Bad debt expense (6,439) (17,257)
--------- ---------
Total Other Income (Expense) 6,213 (17,777)
--------- ---------
NET LOSS $ (55,002) $ (8,782)
========= =========
BASIC LOSS PER SHARE $ (0.01) $ (0.00)
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-3
<PAGE> 23

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>

Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance, November 30, 1996 - $ - $ - $ (103,692)

Common stock issued to acquire
Info Center, Inc. 8,000,000 8,000 (8,000) -

Net loss for the year ended
November 30, 1997 - - - (8,782)
---------- -------- -------- ----------
Balance, November 30, 1997 8,000,000 8,000 (8,000) (112,474)

Common stock issued for
services rendered at $0.05
per share 600,000 600 27,480 -

Common stock issued for
cash at $0.05 per share
(see Note 7) 2,887,000 2,887 95,700 -

Stock offering costs - - (53,286) -

Net loss for the year ended
November 30, 1998 - - - (55,002)
---------- -------- -------- ----------
Balance, November 30, 1998 11,487,000 $ 11,487 $ 61,894 $ (167,476)
========== ======== ======== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-4
<PAGE> 24
INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended
November 30,
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (55,002) $ (8,782)
Adjustments to reconcile net
income (loss) to net cash used
by operating activities:
Depreciation 17,118 9,246
Bad debt expense 6,439 17,257
Common stock issued for services 28,080 -
Changes in assets and liabilities
(Increase) decrease in accounts
receivable (26,000) (26,092)
(Increase) decrease in accounts
receivable - related party 16,745 (11,720)
(Increase) decrease in deposits
and prepaids 2,017 (1,194)
Increase (decrease) in accounts
payable 14,808 (277)
Increase (decrease) in bank overdraft (2,639) 74
Increase (decrease) in unearned
revenue 14,906 19,525
--------- ---------
Net Cash Provided (Used) by
Operating Activities 16,472 (1,963)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (51,106) (619)
--------- ---------
Net Cash Provided (Used) by
Investing Activities (51,106) (619)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable -
related party 2,477 2,582
Proceeds from sales of common stock 98,587 -
Stock offering costs (53,286) -
--------- ---------
Net Cash Provided (Used) by
Financing activities 47,778 2,582
--------- ---------
NET INCREASE (DECREASE) IN CASH 13,144 -

CASH AT BEGINNING OF YEAR - -
--------- ---------
CASH AT END OF YEAR $ 13,144 $ -
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR
Interest $ - $ 4,202
Income Taxes $ - $ -

NON-CASH FINANCING ACTIVITIES
Common stock issued for services
rendered $ 28,080 $ -
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 25

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
November 30, 1998

NOTE 1 - COMPANY BACKGROUND

The consolidated financial statements include those of Info
Center International, Inc. (ICI) and its wholly-owned
subsidiaries, Info Center, Inc. (Info) and W. J. Marshall
Management, Inc. (WJM). Collectively, they are referred to
herein as "the Company".

ICI was incorporated under the laws of the State of Nevada on
November 5, 1997. ICI was incorporated for the purpose of
acquiring Info.

Info, a wholly-owned subsidiary, was formed under the laws of
the State of Washington on November 6, 1984. Info has been in
the business of operating billboards, signboards and illuminated
signs for the purpose of placing advertisements. Info also
maintains and operates an internet website for the purpose of
making hotel reservations.

On November 30, 1997, the Company completed an Agreement and
Plan of Share Exchange whereby ICI issued 8,000,000 shares of
its common stock in exchange for all of the outstanding common
stock of Info.

The share exchange was accounted for as a recapitalization of
Info because the owners of Info, WJM, control ICI after the
acquisition. Therefore, Info is treated as the acquiring
entity. Accordingly, there was no adjustment to the carrying
value of the assets or liabilities of Info. ICI is the
acquiring entity for legal purposes and Info is the surviving
entity for accounting purposes. WJM, the sole shareholder of
Info, was incorporated under the laws of the Province of British
Columbia on August 20, 1985. WJM has been in the business of
operating billboards for the purpose of placing advertisements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently
applied in the preparation of the accompanying consolidated
financial statements follows:

a. Accounting Method

The Company's consolidated financial statements are prepared
using the accrual method of accounting. The Company has elected
a November 30 year end.

F-6

<PAGE> 26

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
November 30, 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Property and Equipment

Property and equipment are recorded at cost. Major additions
and improvements are capitalized. The cost and related
accumulated depreciation of equipment retired or sold are
removed from the accounts and any differences between the
undepreciated amount and the proceeds from the sale are recorded
as a gain or loss on sale of equipment. Depreciation is
computed using the straight-line method over the estimated
useful lives as follows:

Useful
Description Lives

Advertising boards 7 years
Office furniture and equipment 7 years
Computer Software 3 years
Leasehold improvements 27.5 years

c. Accounts Receivable

Accounts receivable are shown net of the allowance for doubtful
accounts of $ 23,695 and $21,352 at November 30, 1998 and 1997,
respectively.

d. Provision For Taxes

At November 30, 1998, the Company has net operating loss
carryforwards of approximately $130,000 that may be offset
against future taxable income through 2012. No tax benefit has
been reported in the consolidated financial statements, because
the Company believes there is a 50% or greater chance the net
operating loss carryforwards will not be used. Accordingly, the
potential tax benefits of the net operating loss carryforwards
are offset by a valuation allowance of the same amount.

e. Principles of Consolidation

The consolidated financial statements include those of Info
Center International, Inc. and its wholly-owned subsidiaries,
Info Center, Inc. and W. J. Marshall Management, Inc.

All material intercompany accounts and transactions have been
eliminated.

F-7
<PAGE> 27

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
November 30, 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Estimates

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

g. Revenue Recognition

Revenue is recognized as service is provided to the customer.
The Company amortizes revenues over the life of the contract
with the customer which range from three months to one year.
Unearned revenues reflect the percentage of the Company's
receivables for which services have not yet been provided.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

November 30,
1998

Advertising boards $ 83,243
Office furniture and equipment 26,665
Computer software 2,681
Leasehold improvements 12,714
--------
125,303
Accumulated depreciation (60,699)
--------
Net property and equipment $ 64,604
========

Depreciation expense for the years ended November 30, 1998 and
1997 and was $17,118 and $9,246, respectively

NOTE 4 - COMMITMENTS AND CONTINGENCIES

In October 1997, the Company entered into an agreement for
consulting services. The agreement runs from October 1997
through January 2001. The monthly payment for the consulting
agreement is $2,000.

F-8
<PAGE> 28

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
November 30, 1998

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)

The Company leases certain office equipment used in their
operations. The lease terms expire beginning in April 2001 and
ending in January 2003. The monthly rental payment for the
leases is $553.

The Company leases office space located in Kelowna, British
Columbia. The lease term is for one year and expires in
December 1998. The monthly lease payment on the office is $749.

During April 1997, the Company entered into an operating lease
agreement for an automobile. The lease term expires in March
2001. The monthly rental payment is $851.

Minimum future lease payments on the leases as of November 30,
1998 are as follows:

Year Ended
November 30, Amount

1999 $ 40,851
2000 40,851
2001 11,989
2002 3,640
2003 and thereafter -
--------
Total $ 97,331
========

NOTE 5 - RELATED PARTY TRANSACTIONS

As of November 30, 1998, the Company owed $44,407 to the
Company's President. Interest accrues on the amount at 10% per
annum and is due yearly. The principal is due on demand.

NOTE 6 - LICENSING AGREEMENT

In October 1997, the Company entered into a licensing agreement
with Greyhound Lines, Inc. (Greyhound), whereby the Company is
granted the right to install, operate and maintain its
advertising boards in all of Greyhound's owned and leased bus
terminal facilities. The agreement is for a period of 15 years
(three 5 year terms) beginning in February 1998. The cost to
the Company ranges from $50 to $367 per month for each location
where an advertising board is placed.

F-9
<PAGE> 29

INFO CENTER INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
November 30, 1998

NOTE 7 - COMMON STOCK

In December 1997, the Company sold 2,500,000 shares of its
common stock in an offering for $25,000 at a price of $0.01 per
share. From December, 1997 through March, 1998, the Company
sold an additional 387,000 shares of its common stock in another
offering for $96,750 at a price of $0.25 per share. The stock
offering costs related to these two offerings amounted to
$53,286 and were charged to paid-in capital.

NOTE 8 - GOING CONCERN

The Company's consolidated financial statements are prepared
using generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
The Company has incurred losses which have resulted in an
accumulated deficit of $167,476 at November 30, 1998 which
raises substantial doubt about the Company's ability to continue
as a going concern. The accompanying consolidated financial
statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result
from the outcome of this uncertainty. Management believes that
the Company will generate sufficient advertising revenue and
commissions through its licensing agreements and hotel
reservation internet website to cover all operating expenses in
the future, although no assurance of this can be given.

F-10
<PAGE> 30
[LETTERHEAD]

JONES, JENSEN & COMPANY, LLC.
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
50 South Main Street
Suite 1450
Salt Lake City, Utah 84144
Tel: (801) 328-4408
Fax: (801) 328-4461

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Budgethotels.com, Inc. and Subsidiaries
(Formerly Info Center International, Inc.)
Kelowna, British Columbia

The accompanying balance sheet of Budgethotels.com, Inc. and
Subsidiaries (formerly Info Center International, Inc.) as of May 31,
1999 and the related statements of operations, stockholders' equity
(deficit), and cash flows for the three months and six months ended
May 31, 1999 and 1998 were not audited by us and, accordingly, we do
not express an opinion on them. The accompanying balance sheet as of
November 30, 1998 was audited by us and we express an unqualified
opinion on it in our report dated February 26, 1999.

/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
June 29, 1999

<PAGE> 31

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Balance Sheets

ASSETS
<TABLE>
<CAPTION>
May 31, November 30,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS

Cash $ 192,460 $ 13,144
Accounts receivable (Note 2) 132,556 88,518
--------- ---------
Total Current Assets 325,016 101,662
--------- ---------
PROPERTY AND EQUIPMENT (Net)
(Notes 2 and 3) 85,712 64,604
--------- ---------
OTHER ASSETS
Prepaids 4,000 1,477
--------- ---------
Total Other Assets 4,000 1,477
--------- ---------
TOTAL ASSETS $ 414,728 $ 167,743
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

2
<PAGE> 32

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
May 31, November 30,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES

Accounts payable $ 4,290 $ 17,923
Accounts payable - related party 576 3,477
Unearned revenue 201,370 196,031
Note payable - related party - 44,407
--------- ---------
Total Current Liabilities 206,236 261,838
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock: 1,000,000 shares
authorized of $0.01 par value, no
shares issued and outstanding - -
Common stock: 50,000,000 shares
authorized Of $0.001 par value,
11,879,000 and 11,487,000 shares
issued and outstanding, respectively 14,214 11,487
Additional paid-in capital 439,909 61,894
Accumulated deficit (245,631) (167,476)
--------- ---------
Total Stockholders' Equity (Deficit) 208,492 (94,095)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 414,728 $ 167,743
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

3
<PAGE> 33

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
May 31, May 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUE

Net sales $ 159,824 $ 140,341 $ 305,644 $ 280,682
Cost of goods sold 145,472 57,869 198,237 115,738
--------- --------- --------- ---------

Gross Profit 14,352 82,472 107,407 164,944
--------- --------- --------- ---------
EXPENSES

General and administrative 75,506 38,936 186,791 82,055
Depreciation 2,524 2,188 5,048 4,376
--------- --------- --------- ---------
Total Expenses 78,030 41,124 191,839 86,431
--------- --------- --------- ---------
Income (Loss) from
Operations (63,678) 41,348 (84,432) 78,513
--------- --------- --------- ---------
OTHER INCOME (EXPENSE)

Gain on exchange rate 3,091 - 6,277 -
Interest income - 71 - 154
--------- --------- --------- ---------
Total Other Income
(Expense) 3,091 71 6,277 154
--------- --------- --------- ---------
NET INCOME (LOSS) $ (60,587) $ 41,419 $ (78,155) $ 78,667
========= ========= ========= =========
BASIC EARNINGS (LOSS)
PER SHARE $ 0.00 $ 0.00 $ (0.00) $ 0.00
========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

4
<PAGE>
<PAGE> 34

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>

Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance, November 30, 1997 8,000,000 $ 8,000 $ (8,000) $ (112,474)

Common stock issued for
shares canceled rendered at
$0.05 per share 600,000 600 27,480 -

Common stock issued for
cash at an average of $0.05
per share (see Note 7) 2,887,000 2,887 95,700 -

Stock offering costs - - (53,286) -

Net loss for the year ended
November 30, 1998 - - - (55,002)
--------- -------- --------- ----------

Balance, November 30, 1998 11,487,000 11,487 61,894 (167,476)

Cancellation of common stock
(unaudited) (600,000) (600) (27,480) -

Common stock issued for
cash at $0.25 per share
(unaudited) 1,602,000 1,602 398,898 -

Common stock issued for
services at $0.01 per
share (unaudited) 1,650,000 1,650 14,850 -

Common stock issued for
cash at $0.50 per share
(unaudited) 75,000 75 37,425 -

Stock offering costs
(unaudited) - - (45,678) -

Net loss for the six
months ended May 31,
1999 (unaudited) - - - (78,155)
---------- -------- --------- ----------
Balance, May 31, 1999
(unaudited) 14,214,000 $ 14,214 $ 439,909 $ (245,631)
========== ======== ========= ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
<PAGE> 35
BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
May 31, May 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ (60,587) $ 41,419 $ (78,155) $ 78,667
Adjustments to reconcile
net income (loss) to net
cash used by operating
activities:
Depreciation - 2,188 5,048 4,376
Common stock issued
for services 16,500 - 16,500 6,000
Changes in assets and
liabilities:
(Increase) decrease in
accounts receivable (55,980) (44,665) (44,061) (89,331)
(Increase) decrease in
accounts receivable -
related party - (11,093) - (22,187)
(Increase) decease in
deposits and prepaids (1,860) (374) (2,524) (374)
Increase (decrease) in
accounts payable (9,450) (21,898) (16,621) 16,712
Increase (decrease) in
unearned revenue 34,980 (10,062) 5,369 (20,125)
--------- ---------- ---------- ---------
Net Cash Provided (Used) by
Operating Activities (76,397) (44,485) (114,444) (26,262)
--------- ---------- ---------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (14,302) (18,223) (26,075) (36,446)
--------- ---------- ---------- ---------
Net Cash Provided (Used) by
Investing Activities (14,302) (18,223) (26,075) (36,446)
--------- ---------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments on note payable
- related party (44,407) - (44,407) -
Cancellation of common stock (28,080) - (28,080) -
Proceeds from sales of common
stock 238,000 111,642 438,000 111,642
Stock offering costs (35,773) (22,902) (45,678) (22,902)
--------- ---------- ---------- ---------
Net Cash Provided (Used) by
Financing Activities $ 129,740 $ 88,740 $ 319,835 $ 88,740
--------- ---------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statement.

6
<PAGE> 36

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
May 31, May 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET INCREASE (DECREASE)
IN CASH $ 39,041 $ 26,032 $ 179,316 $ 26,032

CASH AT BEGINNING OF PERIOD 153,419 - 13,144 -
--------- -------- --------- --------
CASH AT END OF PERIOD $ 192,460 $ 26,032 $ 192,460 $ 26,032
========= ======== ========= ========
SUPPLEMENTAL CASH FLOW
INFORMATION

CASH PAID FOR:

Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -

NON-CASH FINANCING ACTIVITIES

Common stock issued for
services rendered $ - $ - $ - $ 6,000
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

7
<PAGE> 37
BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
May 31, 1999

NOTE 1 - COMPANY BACKGROUND

The consolidated financial statements include those of
Budgethotels.com, Inc. (formerly Info Center International,
Inc.) (BCI) and its wholly-owned subsidiaries, Info Center, Inc.
(Info) and W. J. Marshall Management, Inc. (WJM). Collectively,
they are referred to herein as "the Company".

BCI was incorporated under the laws of the State of Nevada on
November 5, 1997. On February 11, 1999, the Company changed its
name to Budgethotels.com, Inc. BCI was incorporated for the
purpose of acquiring Info.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently
applied in the preparation of the accompanying consolidated
financial statements follows:

a. Accounting Method

The Company's consolidated financial statements are prepared
using the accrual method of accounting. The Company has elected
a November 30 year end.

8
<PAGE> 38
BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
May 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Property and Equipment

Useful
Description Lives

Advertising boards 7 years
Office furniture and equipment 7 years
Computer Software 3 years
Leasehold improvements 27.5 years

c. Accounts Receivable

Accounts receivable are shown net of the allowance for doubtful
accounts of $23,695 and $23,695 at May 31, 1999 and November 30,
1998, respectively.

d. Provision For Taxes

At May 31, 1999, the Company has net operating loss
carryforwards of approximately $221,000 that may be offset
against future taxable income through 2014. No tax benefit has
been reported in the consolidated financial statements, because
the Company believes there is a 50% or greater chance the net
operating loss carryforwards will not be used. Accordingly, the
potential tax benefits of the net operating loss carryforwards
are offset by a valuation allowance of the same amount.

e. Principles of Consolidation

The consolidated financial statements include those of Info
Center International, Inc. and its wholly-owned subsidiaries,
Info Center, Inc. and W. J. Marshall Management, Inc.

All material intercompany accounts and transactions have been
eliminated.

9
<PAGE> 39

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
May 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Estimates

g. Revenue Recognition

h. Unaudited Financial Statements

The accompanying unaudited financial statements include all of
the adjustments which, in the opinion of management, are
necessary for a fair presentation. Such adjustments are of a
normal, recurring nature.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
May 31,
1999

Advertising boards $ 100,198
Office furniture and equipment 28,905
Computer software 9,642
Leasehold improvements 12,714
---------
151,459
Accumulated depreciation (65,747)
---------
Net property and equipment $ 85,712
=========

Depreciation expense for the six months ended May 31, 1999 was
$5,048.

10
<PAGE> 40

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
May 31, 1999

NOTE 4 - COMMITMENTS AND CONTINGENCIES

In October 1997, the Company entered into an agreement for
consulting services. The agreement runs from October 1997
through January 2001. The monthly payment for the consulting
agreement is $2,000.

The Company leases certain office equipment used in their
operations. The lease terms expire beginning in April 2001 and
ending in January 2003. The monthly rental payment for the
leases is $553.

The Company leases office space located in Kelowna, British
Columbia. The lease term is for one year and expires in
December 1998. The monthly lease payment on the office is $749.

During April 1997, the Company entered into an operating lease
agreement for an automobile. The lease term expires in March
2001. The monthly rental payment is $579.

Minimum future lease payments on the leases as of May 31, 1998
are as follows:

Year Ended
November 30, Amount

1999 $ 40,851
2000 40,851
2001 11,989
2002 3,640
2003 and thereafter -
--------
Total $ 97,331
========

NOTE 5 - LICENSING AGREEMENT

11
<PAGE> 41

BUDGETHOTELS.COM, INC. AND SUBSIDIARIES
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
May 31, 1999
NOTE 6 - COMMON STOCK

In 1997, the Company sold an additional 400,000 shares of its
common stock at $0.50 per share. The offering costs of $45,678
were charged against the proceeds of the offering.

NOTE 7 - GOING CONCERN

The Company's consolidated financial statements are prepared
using generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
The Company has incurred losses which have resulted in an
accumulated deficit of approximately $221,000 at May 31, 1999
which raises substantial doubt about the Company's ability to
continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might
result from the outcome of this uncertainty. Management
believes that the Company will generate sufficient advertising
revenue and commissions through its licensing agreements and
hotel reservation internet website to cover all operating
expenses in the future, although no assurance of this can be
given.

12
<PAGE> 42

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of
this Registration Statement.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

(a) List of Financial Statements

Independent Auditors' Report
Balance Sheet
Statement of Income
Statement of Cash Flows
Statement of Shareholders' Equity
Notes to Financial Statements

b) List of Exhibits.

Exhibit No. Description

3.1 Articles of Incorporation.

3.2 Bylaws.

4.1 Specimen Stock Certificate.

27 Financial Data Schedule

99.1 Greyhound Contract

<PAGE> 43

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.

budgethotels.com, inc.

BY: /w/ William J. Marshall
William J. Marshall, President

Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:

Signatures Title Date

/s/ William J. Marshall
William J. Marshall President, Treasurer, July 14, 1999
Chief Financial Officer,
Secretary and Director

/s/ Kenneth E. Cloak
Kenneth E. Cloak Director July 15, 1999

/s/ Stewart Scheibel
Stewart Scheibel Director July 15, 1999

<PAGE> 44
EXHIBIT 3.1

FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF NEVADA

NOV 05 1997
Dean Heller Secretary of State
NO. C. 24536-97

ARTICLES OF INCORPORATION

INFO CENTER INTERNATIONAL INC.

ARTICLE I

The name of the corporation is Info Center International Inc.
(the "Corporation").

ARTICLE II
The amount of total authorized capital stock which the
Corporation shall have authority to issue is 50,000,000 shares of
common stock, each with $0.001 par value, and 1,000,000 shares of
preferred stock, each with $0.01 par value. To the fullest extent
permitted by the laws of the State of Nevada (currently set forth
in NRS 78.195), as the same now exists or may hereafter be amended
or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class
or series within each class of capital stock of the Corporation.

ARTICLE III

The business and affairs of the Corporation shall be managed
by a Board of Directors which shall exercise all the powers of the
Corporation except as otherwise provided in the Bylaws, these
Articles of Incorporation or by the laws of the State of Nevada.
The number of members of the Board of Directors shall be set in
accordance with the Company's Bylaws; however, the initial Board of
Directors shall consist of one member. The name and address of the
person who shall serve as the director until the first annual
meeting of stockholders and until his successors are duly elected
and qualified is as follows:

Name Address

Bill Marshall 16875 Terrace Road
Winfield, British Columbia
Canada V4V 1B2

ARTICLE IV

The name and address of the incorporator of the Corporation is
Craig A. Stoner, 455 Sherman Street, Suite 300, Denver, Colorado
80203.

ARTICLE V

To the fullest extent permitted by the laws of the State of
Nevada (currently set forth in NRS 78.037), as the same now exists
or may hereafter be amended or supplemented, no director or officer
of the Corporation shall be liable to the Corporation or to its
stockholders for damages for breach of fiduciary duty as a director
or officer.

<PAGE> 45
ARTICLE VI

The Corporation shall indemnify, to the fullest extent
permitted by applicable law in effect from time to time, any person
against all liability and expense (including attorneys' fees)
incurred by reason of the fact that he is or was a director or
officer of the Corporation, he is or was serving at the request of
the Corporation as a director, officer, employee, or agent of, or
in any similar managerial or fiduciary position of, another
corporation, partnership, joint venture, trust or other enterprise.
The Corporation shall also indemnify any person who is serving or
has served the Corporation as a director, officer, employee, or
agent of the Corporation to the extent and in the manner provided
in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally
permissible.

ARTICLE VII

The owners of shares of stock of the Corporation shall not
have a preemptive right to acquire unissued shares, treasury shares
or securities convertible into such shares.
<PAGE>

ARTICLE VIII

Only the shares of capital stock of the Corporation designated
at issuance as having voting rights shall be entitled to vote at
meetings of stockholders of the Corporation, and only stockholders
of record of shares having voting rights shall be entitled to
notice of and to vote at meetings of stockholders of the
Corporation.

ARTICLE IX

The initial resident agent of the Corporation shall be the
Corporation Trust Company of Nevada, whose street address is 1 East
1st Street, Reno, Nevada 89501.

ARTICLE X

The provisions of NRS 78.378 to 78.3793 inclusive, shall not
apply to the Corporation.

ARTICLE XI

The purposes for which the Corporation is organized and its
powers are as follows:

To engage in all lawful business; and

To have, enjoy, and exercise all of the rights, powers,
and privileges conferred upon corporations incorporated
pursuant to Nevada law, whether now or hereafter in effect,
and whether or not herein specifically mentioned.

ARTICLE XII

One-third of the votes entitled to be cast on any matter by
each shareholder voting group entitled to vote on a matter shall
constitute a quorum of that voting group for action on that matter
by shareholders.

<PAGE> 46
ARTICLE XIII

The holder of a bond, debenture or other obligation of the
Corporation may have any of the rights of a stockholder in the
Corporation to the extent determined appropriate by the Board of
Directors at the time of issuance of such bond, debenture or other
obligation.

IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 29th day of October, 1997.

BY: /s/ Craig A. Stoner
Craig A. Stoner
Incorporator

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

Personally appeared before me this 29th day of October, 1997,
Craig A. Stoner who, being first duly sworn, declared that he
executed the foregoing Articles of Incorporation and that the
statements therein are true and correct to the best of his
knowledge and belief.

Witness my hand and official seal.

/s/ Nancy A. Parks
Notary Public

Address:
455 Sherman Street
Suite 300
Denver, CO 80237

My commission expires:

10/26/98

SEAL

<PAGE> 47
EXHIBIT 3.2
INFO CENTER INTERNATIONAL INC.
BYLAWS
TABLE OF CONTENTS

Section Page
ARTICLE I - Offices
1.1 Registered Office . . . . . 1
1.2 Principal Office . . . . . 1

ARTICLE II - Stockholdes
2.1 Annual Meeting . . . . . . 1
2.2 Special Meeting . . . . . 1
2.3 Place of Meeting . . . . . 2
2.4 Notice of Meeting . . . . . 2
2.5 Adjournment . . . . . . 2
2.6 Organization . . . . . . 2
2.7 Closing of Transfer Books or
Fixing of Record Date . . . . 2
2.8 Quorum . . . . . . . 2
2.9 Proxies . . . . . . . 3
2.10 Voting of Shares . . . . . 3
2.11 Action Taken Without a Meeting . . 3
2.12 Meetings by Telephone . . . . . 4

ARTICLE III - Directors

3.1 Board of Directors; Number;
Qualifications; Election . . . . 4
3.2 Powers of the Board of Directors: Generally 4
3.3 Committees of the Board of Directors . 4
3.4 Resignation . . . . . . 4
3.5 Removal . . . . . . 5
3.6 Vacancies . . . . . . . 5
3.7 Regular Meetings . . . . . 5
3.8 Special Meetings . . . . . 5
3.9 Notice . . . . . . . 5
3.10 Quorum . . . . . . . 5
3.11 Manner of Acting . . . . . 5
3.12 Compensation . . . . . . 5
3.13 Action Taken Without a Meeting . . 6
3.14 Meetings by Telephone . . . . 6

ARTICLE IV - Officers and Agents

4.1 Officers of the Corporation . . . 6
4.2 Election and Term of Office . . . 6
4.3 Removal . . . . . . . 6
4.4 Vacancies . . . . . . 7
4.5 President . . . . . . . 7
4.6 Vice Presidents . . . . . . 7
4.7 Secretary . . . . . . . 7
4.8 Treasurer . . . . . . . 8
4.9 Salaries . . . . . . . 8
4.10 Bonds . . . . . . . . 8

<PAGE> 48

ARTICLE V - Stock

5.1 Certificates . . . . . . 9
5.2 Record . . . . . . . 10
5.3 Consideration for Shares . . . . 10
5.4 Cancellation of Certificates . . . 10
5.5 Lost Certificates . . . . . 10
5.6 Transfer of Shares . . . . . 10
5.7 Transfer Agents, Registrars,
and Paying Agents . . . . . 11

ARTICLE VI - Indemnification of Officers and Directors

6.1 Indemnification; Advancement of Expenses 11
6.2 Insurance and Other Financial Arrangements
Against Liability of Directors, Officers,
Employees, and Agents . . . . 11

ARTICLE VII - Acquisition of Controlling Interest

7.1 Acquisition of Controlling Interest . 11

ARTICLE VIII - Execution of Instruments; Loans, Checks and
Endorsements; Deposits; Proxies

8.1 Execution of Instruments . . . . 12
8.2 Loans . . . . . . . 12
8.3 Checks and Endorsements . . . . 12
8.4 Deposits . . . . . . . 12
8.5 Proxies . . . . . . . 12
8.6 Contracts . . . . . . . 13

ARTICLE IX - Miscellaneous

9.1 Waivers of Notice . . . . . 13
9.2 Corporate Seal . . . . . 13
9.3 Fiscal Year . , . . . . . 13
9.4 Amendment of Bylaws . . . . . 13
9.5 Uniformity of Interpretation and
Severability . . . . . . 14
9.10 Emergency Bylaws . . . . . 14

President's Certification . . . . . 15

<PAGE> 49
BYLAWS
OF
INFO CENTER INTERNATIONAL INC.

ARTICLE I
Offices

1.1 Registered Office. The registered office of the
Corporation required by the General Corporation Law of Nevada, Nevada
Revised Statutes, 195 7 ("NRS"), Chapter 78, to be maintained in Nevada
may be, but need not be, identical with the principal office if in
Nevada, and the address of the registered office may be changed from
time to time by the Board of Directors.

1.2 Principal Office. The Corporation may have such other office
or offices either within or outside of the State of Nevada as the
business of the Corporation may require from time to time if so
designated by the Board of Directors.

ARTICLE II
Stockholders

2.1 Annual Meeting. Unless otherwise designated by the Board of
Directors, the annual meeting shall be held on the date and at the time
and place fixed by the Board of Directors; provided, however, that the
first annual meeting shall be held on a date that is within 18 months
after the date on which the Corporation first has stockholders, and
each successive annual meeting shall be held on a date that is within
18 months after the preceding annual meeting.

2.2 Special Meetings. Special meetings of stockholders of the
Corporation, for any purpose, may be called by the Chairman of the
Board, the president, any vice president, any two members of the Board
of Directors, or the holders of at least 10% of all of the shares
entitled to vote at such meeting. Any holder or holders of not less
than 10% of all the outstanding shares of the Corporation who desire to
call a special meeting pursuant to this Section 2 of Article II shall
notify the president that a special meeting of the stockholders shall
be called. Within 30 days after notice to the president, the president
shall set the date, time, and location of a stockholders' meeting. The
date set by the president shall be not less than 30 nor more than 120
days after the date of notice to the president. If the president fails
to set the date, time, and location of special meeting within the 30-
day time period described above, the stockholder or stockholders
calling the meeting shall set the date, time, and location of the
special meeting. At a special meeting no business shall be transacted
and no corporate action shall be taken other than that stated in the
notice of the meeting.

2.3 Place of Meeting. The Board of Directors may designate any
place, either within or outside the State of Nevada, as the place for
any annual meeting or special meeting called by the Board of Directors.
If no designation is made, or if a meeting shall be called otherwise
than by the Board, the place of meeting shall be the Company's
principal offices, whether within or outside the State of Nevada.

<PAGE> 50
2.4 Notice of Meeting. Written notice signed by an officer
designated by the Board of Directors, stating the place, day, and hour
of the meeting and the purpose for which the meeting is called, shall
be delivered personally or mailed postage prepaid to each stockholder
of record entitled to vote at the meeting not less than 10 nor more
than 60 days before the meeting. If mailed, such notice shall be
directed to the stockholder at his address as it appears upon the
records of the Corporation, and notice shall be deemed to have been
given upon the mailing of any such notice, and the time of the notice
shall begin to run from the date upon which the notice is deposited in
the mail for transmission to the stockholder. Personal delivery of any
such notice to any officer of a corporation or association, or to any
member of a partnership, constitutes delivery of the notice to the
corporation, association or partnership. Any stockholder may waive
notice of any meeting by a writing signed by him, or his duly
authorized attorney, either before or after the meeting.

2.5 Adjournment. When a meeting is for any reason adjourned to
another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, any business
may be transacted which might have been transacted at the original
meeting.

2.6 Organization. The president or any vice president shall call
meetings of stockholders to order and act as chairman of such meetings.
In the absence of said officers, any stockholder entitled to vote at
that meeting, or any proxy of any such stockholder, may call the
meeting to order and a chairman shall be elected by a majority of the
stockholders entitled to vote at that meeting. In the absence of the
secretary or any assistant secretary of the Corporation, any person
appointed by the chairman shall act as secretary of such meeting. An
appropriate number of inspectors for any meeting of stockholders may be
appointed by the chairman of such meeting. Inspectors so appointed will
open and close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications of
voters, validity of proxies and ballots, and the number of votes
properly cast.

2.7 Closing of Transfer Books or Fixing of Record Date. The
directors may prescribe a period not exceeding 60 days before any
meeting of the stockholders during which no transfer of stock on the
books of the Corporation may be made, or may fix a day not more than 60
days before the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meetings must be
determined. Only stockholders of record on that day are entitled to
notice or to vote at such meeting.

2.8 Quorum. Unless otherwise provided by the Articles of
Incorporation, one-third of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute
a quorum at a meeting of stockholders. If fewer than one-third of the
outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting without further notice
for a period not to exceed 60 days at any one adjournment. At such

<PAGE> 51 adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders
present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of stockholders so
that less than a quorum remains.

If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless the vote of a
greater number or voting by classes is required by law or the Articles
of Incorporation.

2.9 Proxies. At all meetings of stockholders, a stockholder may
vote by proxy, as prescribed by law. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after 6 months from the date of its creation,
unless it is coupled with an interest, or unless the stockholder
specifies in it the length of time for which it is to continue in
force, which may not exceed 7 years from the date of its creation.

2.10 Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote, and each fractional share shall
be entitled to a corresponding fractional vote on each matter submitted
to a vote at a meeting of stockholders, except as may be otherwise
provided in the Articles of Incorporation or in the resolution
providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the
provisions of the Articles of Incorporation. If the Articles of
Incorporation or any such resolution provide for more or less than one
vote per share for any class or series of shares on any matter, every
reference in the Articles of Incorporation, these Bylaws and the
General Corporation Law of Nevada to a majority or other proportion or
number of shares shall be deemed to refer to a majority or other
proportion of the voting power of all of the shares or those classes or
series of shares, as may be required by the Articles of Incorporation,
or in the resolution providing for the issuance of the stock adopted by
the Board of Directors pursuant to authority expressly vested in it by
the Articles of Incorporation, or the General Corporation Law of
Nevada. Cumulative voting shall not be allowed. Unless the General
Corporation Law of Nevada, the Articles of Incorporation, or these
Bylaws provide for different proportions, an act of stockholders who
hold at least a majority of the voting power and are present at a
meeting at which a quorum is present is the act of the stockholders.

2.11 Action Taken Without a Meeting. Unless otherwise provided in
the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at a meeting of the stockholders may be taken
without a meeting if a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such, an
action at a meeting, then that proportion of written consents is
required. In no instance where action is authorized by written consent
need a meeting of stockholders be called or notice given. The written
consent must be filed with the minutes of the proceedings of the
stockholders.
<PAGE> 52
2.12 Meetings by Telephone. Unless other restricted by the
Articles of Incorporation or these Bylaws, stockholders may participate
in a meeting of stockholders by means of a telephone conference or
similar method of communication by which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to
this Section constitutes presence in person at the meeting.

ARTICLE III
Directors

3.1 . Board of Directors; Number; Qualifications; Election. The
Corporation shall be managed by a Board of Directors, all of whom must
be natural persons at least 18 years of age. Directors need not be
residents of the State of Nevada or stockholders of the Corporation.
The number of directors of the Corporation shall be not less than one
nor more than twelve. Subject to such limitations, the number of
directors may be increased or decreased by resolution of the Board of
Directors, but no decrease shall have the effect of shortening the term
of any incumbent director. Subject to the provisions of Article III of
the Corporation's Articles of Incorporation, each director shall hold
office until the next annual meeting of shareholders or until his
successor has been elected and qualified.

3.2 Powers of the Board of Directors: Generally. Subject only to
such limitations as may be provided by the General Corporation Law of
Nevada or the Articles of Incorporation, the Board of Directors shall
have full control over the affairs of the Corporation.

3.3 Committees of the Board of Directors. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole
Board, designate one or more committees, each committee to consist of
one or more directors, which, to the extent provided in the resolution
or resolutions or in these Bylaws, shall have and may exercise the
powers of the Board of Directors in the management of the business and
affairs of the Corporation, and may have power to authorize the seal of
the Corporation to be affixed to all papers on which the Corporation
desires to place on a seal. Such committee or committees shall have
such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Unless the Articles of Incorporation
or these Bylaws provide otherwise, the Board of Directors may appoint
natural persons who are not directors to serve on committees.

3.4 Resignation. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of
Directors, the president, any vice president, or the secretary of the
Corporation. Such resignation shall take effect at the date of receipt
of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. When one or more directors shall
resign from the Board, effective at a future date, a majority of the
directors then in office.

<PAGE> 53

3.5 Removal. Except as otherwise provided in the Articles of
Incorporation, any director may be removed, either with or without
cause, at any time by the vote of the stockholders representing not
less than two-thirds of the voting power of the issued and outstanding
stock entitled to voting power.

3.6 Vacancies. All vacancies, including those caused by an
increase in the number of directors, may be filled by a majority of the
remaining directors, though less than a quorum, unless it is otherwise
provided in the Articles of Incorporation. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in
office. A director elected to fill a vacancy caused by an increase in
the number of directors shall hold office until the next annual meeting
of stockholders and until his successor has been elected and has
qualified.

3.7 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after
and at the same place as the annual meeting of stockholders. The Board
of Directors may provide by resolution the time and place, either
within or outside the State of Nevada, for the holding of additional
regular meetings without other notice than such resolution.

3.8 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president or a one-third of
the directors then in office. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either
within or outside Nevada, as the place for holding any special meeting
of the Board of Directors called by them.

3.9 Notice. Notice of any special meeting shall be given at least
two days previously thereto by written notice delivered personally or
mailed to each director at his business address. Any director may waive
notice of any meeting. A director's presence at a meeting shall
constitute a waiver of notice of such meeting if the director's oral
consent is entered on the minutes or by taking part in the
deliberations at such meeting without objecting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

3.10 Quorum. A majority of the number of directors elected and
qualified at the time of the meeting shall constitute a quorum for the
transaction of business at any such meeting of the Board of Directors,
but if less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without
further notice.

3.11 Manner of Acting. If a quorum is present, the affirmative
vote of a majority of the directors present at the meeting and entitled
to vote on that particular matter shall be the act of the Board, unless
the vote of a greater number is required by law or the Articles of
Incorporation.

<PAGE> 54

3.12 Compensation. By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if
any, of attendance at meetings; a fixed sum for attendance at such
meeting; or a stated salary as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and
receiving compensation therefor.

3.13 Action Taken Without a Meeting. Unless otherwise provided in
the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at a meeting of the Board of Directors or a
committee thereof may be taken without a meeting if, before or after
the action, a written consent thereto is signed by all the members of
the Board or of the committee. The written consent must be filed with
the minutes of the proceedings of the Board or committee.

3.14 Meetings by Telephone. Unless other restricted by the
Articles of Incorporation or these Bylaws, members of the Board of
Directors or of any committee designated by the Board, may participate
in a meeting of the Board or committee by means of a telephone
conference or similar method of communication by which all persons
participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section constitutes presence in person at the
meeting.

ARTICLE IV
Officers and Agents

4.1 Officers of the Corporation. The Corporation shall have a
president, a secretary, and a treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may appoint one or
more vice presidents and such other officers, assistant officers,
committees, and agents, including a chairman of the board, assistant
secretaries, and assistant treasurers, as they may consider necessary,
who shall be chosen in such manner and hold their offices for such
terms and have such authority and duties as from time to time may be
determined by the Board of Directors. One person may hold any two or
more offices. The officers of the Corporation shall be natural persons
18 years of age or older. In all cases where the duties of any officer,
agent, or employee are not prescribed by the Bylaws or by the Board of
Directors, such officer, agent, or employee shall follow the orders and
instructions of (a) the president, and if a chairman of the board has
been elected, then (b) the chairman of the board.

4.2 Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors annually at the first
meeting of the Board held after each annual meeting of the
stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until the first of the
following occurs: until his successor shall have been duly elected and
shall have qualified; or until his death; or until he shall resign; or
until he shall have been removed in the manner hereinafter provided.

<PAGE> 55

4.3 Removal. Any officer or agent may be removed by the Board of
Directors or by the executive committee, if any, whenever in its
judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.

4.4 Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.

4.5 President. The president shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer
of the Corporation and shall have general and active control of its
affairs and business and general supervision of its officers, agents,
and employees. He shall, unless otherwise directed by the Board of
Directors, attend in person or by substitute appointed by him, or shall
execute, on behalf of the Corporation, written instruments appointing
a proxy or proxies to represent the Corporation, at all meetings of the
stockholders of any other corporation in which the Corporation shall
hold any stock. He may, on behalf of the Corporation, in person or by
substitute or by proxy, execute written waivers of notice and consents
with respect to any such meetings. At all such meetings and otherwise,
the president, in person or by substitute or proxy as aforesaid, may
vote the stock so held by the Corporation and may execute written
consents and other instruments with respect to such stock and may
exercise any and all rights and powers incident to the ownership of
said stock, subject however to the instructions, if any, of the Board
of Directors. The president shall have custody of the treasurer's bond,
if any. If a chairman of the board has been elected, the chairman of
the board shall have, subject to the direction and modification of the
Board of Directors, all the same responsibilities, rights, and
obligations as described in these Bylaws for the president.

4.6 Vice Presidents. The vice presidents, if any, shall assist the
president and shall perform such duties as may be assigned to them by
the president or by the Board of Directors. In the absence of the
president, the vice president designated by the Board of Directors or
(if there be no such designation) the vice president designated in
writing by the president shall have the powers and perform the duties
of the president. If no such designation shall be made, all vice
presidents may exercise such powers and perform such duties.

4.7 Secretary. The secretary shall perform the following: (a) keep
the minutes of the proceedings of the stockholders, executive
committee, and the Board of Directors; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the
seal of the Corporation and affix the seal to all documents when
authorized by the Board of Directors; (d) keep, at the Corporation's
registered office or principal place of business within or outside
Nevada, a record containing the names and addresses of all stockholders
and the number and class of shares held by each, unless such a record
shall be kept at the office of the Corporation's transfer agent or
registrar; (e) sign with the president or a vice president,

<PAGE> 56

certificates for shares of the Corporation, the issuance of which shall
have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation, unless
the Corporation has a transfer agent; and (g) in general, perform all
duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the
Board of Directors. Assistant secretaries, if any, shall have the same
duties and powers, subject to supervision by the secretary.

4.8 Treasurer. The treasurer shall be the principal financial
officer of the Corporation and shall have the care and custody of all
funds, securities, evidences of indebtedness, and other personal
property of the Corporation, and shall deposit the same in accordance
with the instructions of the Board of Directors. He shall receive and
give receipts and acquittances for monies paid in or on account of the
Corporation, and shall pay out of the funds on hand all bills,
payrolls, and other just debts of the Corporation of whatever nature
upon maturity. He shall perform all other duties incident to the office
of the treasurer and, upon request of the Board, shall make such
reports to it as may be required at any time. He shall, if required by
the Board, give the Corporation a bond in such sums and with such
sureties as shall be satisfactory to the Board, conditioned upon the
faithful performance of his duties and for the restoration to the
Corporation of all books, papers, vouchers, money, and other property
of whatever kind in his possession or under his control belonging to
the Corporation. He shall have such other powers and perform such other
duties as may be from time to time prescribed by the Board of Directors
or the president. The assistant treasurers, if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of
the Corporation. He shall prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records
of account, prepare and file all local, state, and federal tax returns,
prescribe and maintain an adequate system of internal audit, and
prepare and furnish to the president and the Board of Directors
statements of account showing the financial position of the Corporation
and the results of its operations.

4.9 Salaries. Officers of the Corporation shall be entitled to
such salaries, emoluments, compensation, or reimbursement as shall be
fixed or allowed from time to time by the Board of Directors.

4.10 Bonds. If the Board of Directors by resolution shall so
require, any officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such surety as the Board of
Directors may deem sufficient, conditioned upon the faithful
performance of that officer's or agent's duties and offices.

<PAGE> 57
ARTICLE V
Stock

5.1 Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the
Corporation by its president or a vice president and by the treasurer
or an assistant treasurer or by the secretary or an assistant
secretary, and shall be sealed with the seal of the Corporation, or
with a facsimile thereof

Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or
agents, the transfer agent or transfer clerk or the registrar of the
Corporation may be printed or lithographed upon the certificate in lieu
of the actual signatures. If the Corporation uses facsimile signatures
of its officers and agents on its stock certificates, it cannot act as
the registrar of its own stock, but its transfer agent and registrar
may be identical if the institution acting in those dual capacities
countersigns or otherwise authenticates any stock certificates in both
capacities. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be
such officer before such certificate is delivered by the Corporation,
the certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons
who signed the certificates, or whose facsimile signature has been used
thereon, had not ceased to be an officer of the Corporation. If the
Corporation is authorized to issue shares of more than one class or
more than one series of any class, each certificate shall set forth
upon the face or back of the certificate or shall state that the
Corporation will furnish to any stockholder upon request and without
charge a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued
and, if the Corporation is authorized to issue any preferred or special
class in series, the variations in the relative right's and preferences
between the shares of each such series, so far as the same have been
fixed and determined, and the authority of the Board of Directors to
fix and determine the relative rights and preferences of subsequent
series.

Each certificate representing shares shall state the following
upon the face thereof the name of the state of the Corporation's
organization; the name of the person to whom issued; the number and
class of shares and the designation of the series, if any, which such
certificate represents; the par value of each share represented by such
certificate or a statement that the shares are without par value.
Certificates of stock shall be in such form consistent with law as
shall be prescribed by the Board of Directors. No certificate shall be
issued until the shares represented thereby are fully paid.

5.2 Record. A record shall be kept of the name of each person or
other entity holding the stock represented by each certificate for
shares of the Corporation issued, the number of shares represented by
each such certificate, the date thereof and, in the case of
cancellation, the date of cancellation. The person or other entity in
<PAGE> 58

whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof, and thus a holder of record of such shares
of stock, for all purposes as regards the Corporation.

5.3 Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value
thereof) as shall be fixed from time to time by the Board of Directors.
That part of the surplus of the Corporation which is transferred to
stated capital upon the issuance of shares as a share dividend shall be
deemed the consideration for the issuance of such dividend shares. Such
consideration may consist, in whole or in part, of money, promissory
notes, other property, tangible or intangible, or in labor or services
actually performed for the Corporation, contracts for services to be
performed or other securities of the Corporation.

5.4 Cancellation of Certificates. All certificates surrendered to
the Corporation for transfer shall be canceled and no new certificates
shall be issued in lieu thereof until the former certificate for a like
number of shares shall have been surrendered and canceled, except as
herein provided with respect to lost, stolen, or destroyed
certificates.

5.5 Lost Certificates. In case of the alleged loss, destruction,
or mutilation of a certificate of stock, the Board of Directors may
direct the issuance of a new certificate in lieu thereof upon such
terms and conditions in conformity with law as it may prescribe. The
Board of Directors may in its discretion require a bond, in such form
and amount and with such surety as it may determine, before issuing a
new certificate.

5.6 Transfer of Shares. Upon surrender to the Corporation or to a
transfer agent of the Corporation of a certificate of stock duly
endorsed or accompanied by proper evidence of succession, assignment,
or authority to transfer, and such documentary stamps as may be
required by law, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, and cancel the old
certificate. Every such transfer of stock shall be entered on the stock
book of the Corporation which shall be kept at its principal office or
by its registrar duly appointed.

The Corporation shall be entitled to treat the holder of record of
any share of stock as the holder in fact thereof, and accordingly shall
not be bound to recognize any equitable or other claim to or interest
in such share on the part of any other person whether or not it shall
have express or other notice thereof, except as may be required by the
laws of Nevada.

5.7 Transfer Agents, Registrars, and Paying Agents. The Board may
at its discretion appoint one or more transfer agents, registrars, and
agents for making payment upon any class of stock, bond, debenture, or
other security of the Corporation. Such agents and registrars may be
located either within or outside Nevada. They shall have such rights
and duties and shall be entitled to such compensation as may be agreed.

<PAGE> 59
ARTICLE VI
Indemnification of Officers and Directors

6.1 Indemnification; Advancement of Expenses. To the fullest
extent permitted by the laws of the State of Nevada (currently set
forth in NRS 78.75 1), as the same now exists or may hereafter be
amended or supplemented, the Corporation shall indemnify its directors
and officers, including payment of expenses as they are incurred and in
advance of the final disposition of any action, suit, or proceeding.
Employees, agents, and other persons may be similarly indemnified by
the Corporation, including advancement of expenses, in such case or
cases and to the extent set forth in a resolution or resolutions
adopted by the Board of Directors. No amendment of this Section shall
have any effect on indemnification or advancement of expenses relating
to any event arising prior to the date of such amendment.

6.2 Insurance and -Other Financial Arrangements Against Liability
of Directors, Officers, Employees, and Agents. To the fullest extent
permitted by the laws of the State of Nevada (currently set forth in
NRS 78.752), as the same now exists or may hereafter be amended or
supplemented, the Corporation may purchase and maintain insurance and
make other financial arrangements on behalf of any person who is or was
a director, officer, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, for any liability asserted against such
person and liability and expense incurred by such person in its
capacity as a director, officer, employee, or agent, or arising out of
such person's status as such, whether or not the Corporation has the
authority to indemnify such person against such liability and expenses.

ARTICLE VII
Acquisition of Controlling Interest

7.1 Acquisition of Controlling Interest. The provisions of the
General Corporation Law of Nevada pertaining to the acquisition of a
controlling interest (currently set forth NRS 78.378 to 78.3793,
inclusive), as the same now exists or may hereafter be amended or
supplemented, shall not apply to the Corporation.

ARTICLE VIII
Execution of Instruments; Loans, Checks and Endorsements;
Deposits; Proxies

8.1 Execution of Instruments. The president or any vice president
shall have the power to execute and deliver on behalf of and in the
name of the Corporation any instrument requiring the signature of an
officer of the Corporation, except as otherwise provided in these
Bylaws or where the execution and delivery thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of
the Corporation. Unless authorized to do so by these Bylaws or by the
Board of Directors, no officer, agent, or employee shall have any power
or authority to bind the Corporation in any way, to pledge its credit,
or to render it liable pecuniarily for any purpose or in any amount.

<PAGE> 60

8.2 Loans. The Corporation may lend money to, guarantee the
obligations of, and otherwise assist directors, officers, and employees
of the Corporation, or directors of another corporation of which the
Corporation owns a majority of the voting stock, only upon compliance
with the requirements of the General Corporation Law of Nevada.

No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

8.3 Checks and Endorsements. All checks, drafts, or other orders
for the payment of money, obligations, notes, or other evidences of
indebtedness, bills of lading, warehouse receipts, trade acceptances,
and other such instruments shall be signed or endorsed by such officers
or agents of the Corporation as shall from time to time be determined
by resolution of the Board of Directors, which resolution may provide
for the use of facsimile signatures.

8.4 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the Corporation's credit in
such banks or other depositories as shall from time to time be
determined by resolution of the Board of Directors, which resolution
may specify the officers or agents of the Corporation who shall have
the power, and the manner in which such power shall be exercised, to
make such deposits and to endorse, assign, and deliver for collection
and deposit checks, drafts, and other orders for the payment of money
payable to the Corporation or its order.

8.5 Proxies. Unless otherwise provided by resolution adopted by
the Board of Directors, the president or any vice president may from
time to time appoint one or more agents or attorneys-in-fact of the
Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as the holder of
stock or other securities in any other corporation, association, or
other entity any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or
to consent in writing, in the name of the Corporation as such holder,
to any action by such other corporation, association, or other entity,
and may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

8.6 Contracts. The Board of Directors may 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.

<PAGE> 61
ARTICLE IX
Miscellaneous

9.1 Waivers of Notice. Whenever notice is required by the General
Corporation Law of Nevada, by the Articles of Incorporation, or by
these Bylaws, a waiver thereof in writing signed by the director,
stockholder, or other person entitled to said notice, whether before,
at, or after the time stated therein, or his appearance at such meeting
in person or (in the case of a stockholders' meeting) by proxy, shall
be equivalent to such notice.

9.2 Corporate Seal. The Board of Directors may adopt a seal
circular in form and bearing the name of the Corporation, the state of
its incorporation, and the word "Seal" which, when adopted, shall
constitute the seal of the Corporation. The seal may be used by causing
it or a facsimile of it to be impressed, affixed, manually reproduced,
or rubber stamped with indelible ink.

9.3 Fiscal Year. The Board of Directors may, by resolution, adopt
a fiscal year for the Corporation.

9.4 Amendment of Bylaws. The provisions of these Bylaws may at
any time, and from time to time, be amended, supplemented or repealed
by the Board of Directors.

9.5 Uniformity of Interpretation and Severability. These Bylaws
shall be so interpreted and construed as to conform to the Articles of
Incorporation and the laws of the State of Nevada or of any other state
in which conformity may become necessary by reason of the qualification
of the Corporation to do business in such state, and where conflict
between these Bylaws, the Articles of Incorporation or the laws of such
a state has arisen or shall arise, these Bylaws shall be considered to
be modified to the extent, but only to the extent, conformity shall
require. If any provision hereof or the application thereof shall be
deemed to be invalid by reason of the foregoing sentence, such
invalidity shall not affect the validity of the remainder of these
Bylaws without the invalid provision or the application thereof, and
the provisions of these Bylaws are declared to be severable.

9.6 Emergency Bylaws. Subject to repeal or change by action of the
stockholders, the Board of Directors may adopt emergency bylaws in
accordance with and pursuant to the provisions of the laws of the State
of Nevada.

<PAGE> 62

EXHIBIT 3.3

Filed In the Office of the Secretary of State of the
STATE OF NEVADA

FEB 11 1999 - No. C 24536-97
Dean Heller, Secretary of State

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stocks)

INFO CENTER INTERNATIONAL

I, the undersigned, William J. Marshall, President and
Secretary of INFO CENTER INTERNATIONAL INC. does hereby certify:

That the Board of Directors of said corporation at a meeting
duly convened, held on the 25th day of January, 1999, adopted a
resolution to amend the original articles as follows:

Article "First" is hereby amended to read as follows:

FIRST: The name of the corporation is budgethotels.com, inc.

The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is
11,400,000; that the said change and amendment have been consented
to and approved by a majority of the stockholders holding at least
a majority of each class of stock outstanding and entitled to vote
thereon.

/s/ William J. Marshall
William J. Marshall, President and Secretary

PROVINCE OF BRITISH COLUMBIA )
Country of Canada )

On February 9, 1999 personally appeared before me, a Notary
Public, William J. Marshall, President and Secretary, of Info
Center International, Inc. who acknowledged that he executed the
above instrument.

/s/ Steve G. Schwartz
Notary Public, residing in the Province
of British Columbia, at Kelowna

My Commission Expires: STEVE G. SCHWARTZ
lifetime BARRISTER & SOLICITOR
#301-1665 ELLIS STREET
KELOWNA, BC V1Y 2B3
Phone: 762-2108

<PAGE> 63
EXHIBIT 4.1
FRONT
Incorporated under the laws
of the State of Nevada

Number Shares

budgethotels.com, inc.

This Certifies that ________________________________ is the
registered holder of ___________________ Shares (budgethotels.com,
inc.) (FULLY PAID AND NON-ASSESSABLE) transferable only on the
books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its
Corporate Seal to be hereunto affixed this _____ day of
_______________ A.D. ______.

SEAL

____________________________ ____________________________
Secretary President

BACK

For Value Received, ___________ hereby sell, assign and
transfer unto ____________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably
constitute and appoint ________________________ Attorney to
transfer the said Shares 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 UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at November 30, 1998 Audited and
05/31/99 (Unaudited) and the Consolidated Statement of Income for the year ended
November 30, 1999 and the six monthss ended 05/31/99 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> NOV-30-1998 NOV-30-1998
<PERIOD-END> NOV-30-1999 MAY-31-1999
<CASH> 13,144 192,460
<SECURITIES> 0 0
<RECEIVABLES> 88,518 132,556
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 101,662 325,016
<PP&E> 1,477 4,000
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 167,743 414,728
<CURRENT-LIABILITIES> 261,838 206,236
<BONDS> 0 0
0 0
0 0
<COMMON> 73,381 454,123
<OTHER-SE> (167,476) (245,631)
<TOTAL-LIABILITY-AND-EQUITY> 167,743 414,728
<SALES> 438,272 305,644
<TOTAL-REVENUES> 438,272 305,644
<CGS> 171,086 198,237
<TOTAL-COSTS> 171,086 198,237
<OTHER-EXPENSES> 328,401 191,839
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (55,002) (84,432)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (55,002) (78,155)
<EPS-BASIC> (0.01) (0.00)
<EPS-DILUTED> (0.01) (0.00)

</TABLE>

<PAGE> 65

EXHIBIT 99.1
LICENSE AGREEMENT

This License Agreement (hereinafter the "Agreement") is made
this 2nd day of October, 1997 , by and between GREYHOUND LINES,
INC., a Delaware corporation, (hereinafter "Licensor") and INFO-
CENTER, INC., a Washington State corporation, (hereinafter
"Licensee").

WITNESSETH:

WHEREAS, Licensee is engaged in the business of providing
services with respect to the installation, operation, and maintenance
of wall-unit advertising displays with direct dial phones, wall
mountings, hardware, and wiring (hereinafter referred to as "Info-
Center Directories").

WHEREAS, Licensee desires, and Licensor is willing to grant to
Licensee, the right to install, operate, and maintain Info-Center
Directories in Licensor's owned and leased bus terminal facilities
upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises hereof, the
mutual promises and agreements contained herein, and the payments to
be made to Licensor by Licensee as set forth herein, the parties
hereto intend to be bound and hereby agree as follows:

Section I
Term of Agreement

1.1 This Agreement shall be effective for a period of five (5)
years commencing on February 15, 1998, and shall continue in full
force and effect until February 15, 2003 (the "Original Term") and
shall then renew for a period of a further five (5) years (the "First
Renewal Term") and for a subsequent period of a further five (5)
years (the "Second Renewal Term") subject, however, to any provision
of this Agreement.

Section 2
Scope of Agreement

2.1 Licensor hereby grants to Licensee, subject to the terms and
conditions stated herein, the sole right to install, service,
maintain, and operate Info-Center Directories in Licensor's bus
terminal facilities as listed in Exhibits "A," "B" and "C" attached
hereto and made a pail hereof. Said Exhibits may be amended from time
to time by a mutual agreement of the parties and so indicated by a
writing signed by both parties. Said Info-Center Directories shall be
installed at locations within Licensor's bus terminal facilities as
directed by Licensor's local representative. Licensee will furnish at
its sole cost and expense all labor, supervision, and materials
necessary for the installation, maintenance, and operation of each
Info-Center Directory.

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2.2 Licensee agrees to install at each facility chosen for
installation listed in Exhibits "A," "B" and "C," at Licensee's sole
cost and expense, one (1) Info-Center Directory consisting of an
approximately 20 square feet in area by 1 foot depth wall-unit with
an illuminated advertising display board with map and direct dial
phone. Licensee will not replace said Info-Center Directories with
any other equipment without Licensor's prior written consent.

2.3 Licensee agrees at its sole cost and expense to service,
repair or replace any part of any Info-Center Directory within forty-
eight (48) hours after receipt of notice, written or otherwise, from
Licensor of the need for such service, repair, or replacement.

2.4 Licensee agrees, at its sole cost and expense, to install
and maintain, or cause to be installed and maintained, the necessary
telephones, telephone lines, and interconnecting couplers through
local telephone companies. Licensee shall be solely responsible for
the payment of monthly telephone service charges and long distance
charges, if any.

Section 3
Ownership of Equipment

3.1 Subject to the provisions of Section 11, all Info-Center
Directories shall remain the sole property of Licensee. Licensee wan-
ants that the installation, service, maintenance, and operation of
any and all Info-Center Directories hereunder shall not give rise to
any third-party claim, demand, or lien against any of Licensor's
property, and Licensee agrees to indemnify, save, hold harmless, and
defend Licensor from any such third-party claim, demand, or lien.

Section 4
Right of Access

4.1 Licensee's employees and agents shall have the right to
enter upon the premises of Licensor during Licensor's normal business
hours for the purpose of installing, servicing, maintaining, and
operating the Info-Center Directories, and Licensee shall, in the
performance of its duties hereunder, be under such regulations as
Licensor may prescribe with respect to Licensee's entrance upon
Licensor's premises.

Section 5
Commission Payments

5.1 In consideration of the rights herein granted, Licensee
shall pay to Licensor the following commission payments commencing
upon the installation of an Info-Center Directory pursuant to the
terms of this Agreement:

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(a) For those locations listed in Exhibit "A" (including
any locations which may be added to Exhibit "A"), Licensee
agrees to pay Licensor the sum of Three Hundred and Sixty-seven
and 50/100 Dollars ($367.50) per month.

(b) For those locations listed in Exhibit "B" (including
any locations which may be added to Exhibit "B"), Licensee
agrees to pay Licensor the sum of One Hundred and Fifty-seven
and 50/100 Dollars ($157.50) per month.

(c) For those locations listed in Exhibit "C" (including
any locations which may be added to Exhibit "C"), Licensee
agrees to pay Licensor the sum of Fifty and no/ 100 Dollars
($50.00) per month.

5.2 All of the above described commission payments shall
increase four (4%) percent at the commencement of the First Renewal
Term and an additional four (4%) percent (based on the commission
payment during the First Renewal Term) at the commencement of the
Second Renewal Term.

5.3 All commission payments payable hereunder shall be made in
U.S. dollars and shall be paid in advance on the first day of each
calendar month.

5.4 Licensee shall forward each monthly commission payment due
hereunder via U.S. mail to Greyhound Lines, Inc., Accounts Receivable
Dept., 4900 University Avenue, West Des Moines, Iowa 50266, or at
such other address as Licensor may from time to time designate by
written notice to Licensee.

Section 6
Loss, Dam Damage, and Theft

6.1 Licensor shall make reasonable efforts to protect Info-
Center Directories from, but shall not be responsible for, any loss,
damage, or theft of said Info-Center Directories.

Section 7
Indemnification and Insurance

7.1 Licensee shall indemnify, save, hold harmless, and defend
Licensor, its subsidiaries and affiliates and their directors,
officers, employees, agents, and subcontractors with respect to any
claims or demands, actions, damages, costs, and expenses (including,
without limitation, attorneys' fees and costs of litigation) arising
from the death of or injury to any person whomsoever, or any loss,
damage, or destruction of any property whatsoever, resulting directly
or indirectly from the installation, existence, servicing,
maintenance, or operation of any Info-Center Directory at any of
Licensor's bus terminal locations.

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7.2 Licensee shall indemnify, save, hold harmless, and defend
Licensor, its subsidiaries and affiliates and their directors,
officers, employees, agents, and subcontractors from and against any
and all royalties, damages, claims, suits, judgments, and costs
arising from any actual or alleged patent, copyright, trademark, or
trade secret infringements or violations that may arise in connection
with the installation, existence, servicing, maintenance, or
operation of any Info-Center Directory at any of Licensor's bus
terminal locations.

7.3 Licensee agrees to obtain and keep in force, at its sole
cost and expense, throughout the term of this agreement in a form and
with a company satisfactory to Licensor, the following policies of
insurance;

(a) Commercial General Liability Insurance with combined
single limits of not less than $1,000,000.

(b) Contractual Liability Insurance underwriting the
indemnification, hold harmless, and insurance provisions of this
agreement with combined single limits of not less than
$1,000,000.

(c) Comprehensive Automobile Liability Insurance providing
coverage for owned, non-owned, hired, contracted, and leased
vehicles of Licensee with combined single limits for injury or
damage in any one accident of $500,000.

(d) Workers' Compensation Insurance in the amounts
required by applicable state laws governing Licensee's
operations or evidence that such insurance is not required.

Licensee further agrees to name Licensor as an additional
insured on the Comprehensive General Liability, Contractual
Liability, and Comprehensive Automobile Liability polices, provided,
however, that such insurance shall contain provisions to the effect
that the naming of Licensor as an additional insured shall not affect
any recovery to which Licensor would be entitled under the policy if
it were not so named, and, that the insurance is primary and shall be
without contribution from any similar insurance effected by Licensor.

Certificates of Insurance verifying each of the above
conditions, and providing for thirty (30) days prior written notice
of any cancellation or reduced coverage, shall be submitted to
Licensor within thirty (30) days of the execution of this Agreement.

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Section 8
Fees, Taxes, and Public Authorities

8.1 Licensee agrees to pay all personal property and other taxes
ad license fees assessed against the Info-Center Directories or
against the installation, servicing, maintenance, and operation of
same, and to fully comply with and abide by all laws, rules,
ordinances, and regulations of public authorities having jurisdiction
thereof.

8.2 It is further agreed that if any question shall be raised by
any public authority, or any ordinance or statute shall be passed
raising any question as to the legality or lawfulness of any Info-
Center Directory which is not resolved by Licensee within a
reasonable period of time therefrom, Licensor shall have the right to
direct Licensee to remove said Info-Center Directly from Licensor's
bus terminal facilities. If Licensee does not comply with Licensor's
request to remove any Info-Center Directory for said reasons,
Licensor may itself remove or cause to be removed the said Info-
Center Directory. Licensor shall promptly return to Licensee any and
all items removed by Licensor under the terms of this Section,
subject however to the provisions of Section 11.

Section 9
Displays and Advertisements

9.1 It is agreed that Licensee shall provide and display without
cost to Licensor a map of the city in which each Info-Center
Directory is placed. The said map shall measure approximately 24
inches in width, 11 inches in height, and shall be situated at the
center of the display located immediately above the telephone of the
Info-Center Directory.

9.2 It is agreed that one advertising section on the illuminated
display of each Info-Center Directory installed at Licensor's bus
terminal, facilities shall be provided, at no cost to Licensor, for
Licensor's own advertisement regarding its business. Said advertising
section shall be located in a prominent position, to be approved by
both Licensor and Licensee.

9.3 It is further agreed that no other signs, legends, posters
other than a display sign, display section, or operating instructions
shall be affixed to or displayed upon any Info-Center Directory by
either party hereto without prior written approval of the other
party. No other advertisements of any kind shall be erected or
displayed by the Licensee in or upon Licensor's bus terminal
facilities without prior written consent of Licensor.

9.4 Licensee shall use its best efforts to sell all available
advertising sections on each Info-Center Directory, subject to those
sections expressly reserved by Section 9.1 and Section 9.2 hereof. In
the event that advertising sections remain unsold, Licensee shall
fill such sections with other appropriate advertisements, pictures,
diagrams, or logos.
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9.5 Licensee shall not place or cause to be placed in or on the
Info-Center Directories any advertisement or notice which Licensor
deems objectionable, including, but not limited to, any advertisement
or notice concerning alcoholic beverages, tobacco products, drug or
sex paraphernalia, "striptease" or topless establishments, "adult
bookstores," nude modelling studios, escort services, and massage
parlors. Licensee shall remove any such advertisement or notice that
Licensor finds objectionable within 24 hours of notice, written or
otherwise, from Licensor.

Section 10
Exclusivity

10.1 Licensor hereby agrees that the right, license, and
privilege granted herein is given exclusively to Licensee in those
locations listed on Exhibits "A," "B" and "C" of this Agreement.
Licensee shall have the first right of refusal for the installation
of an Info-Center Directory in any of Licensor's North American
operations in which the right to such installation or similar
installation is offered by Licensor.

10.2 The exclusive right, license, and privilege granted herein
terminates with respect to all locations listed in Exhibits "A," "B"
and "C" upon the termination of this Agreement.

10.3 The rights, licenses, and privileges granted herein are
limited and non-transferable and shall confer no other rights upon
each party other than is set forth in this Section 10.

Section 11
Removal of Equipment

11.1 Upon termination of this Agreement for any reason, Licensee
shall within five (5) business days remove all Info-Center Directors
from each of Licensor's bus terminal facility and shall restore the
area of the equipment removal to the same condition as existed prior
to the installation of the Info-Center Directors. Unless prior
written consent is given by Licensor to the contrary, any Info-Center
Directory remaining in Licensor's bus terminal facilities after five
(5) business days from the date of termination of this agreement
shall be deemed to have been abandoned by Licensee and shall become
the sole property of Licensor.

Section 12
Right to Terminate

12.1 Notwithstanding the term granted herein, Licensor shall
have the right to terminate this Agreement with respect to any
certain location listed in Exhibits "A," "B" or "C" at the end of any
calendar month upon ninety (90) days written notice to Licensee if
any of the events described in paragraphs (a)-(d) occur, and thirty
(30) days written notice in the event of a default by Licensee as
described in paragraph (e):
<PAGE> 71

(a) if the Licensor shall sell or lease the building or
any part thereof and Licensor cannot relocate its use or need of
any affected Info-Center Directory location;

(b) if the Licensor shall sell or sever any part of its
estate in the land that affects the Info-Center Directory
location;

(c) if the Licensor makes or plans to make any
alterations, improvements, or modifications to the building
which makes the use of an Info-Center Directory impracticable;

(d) if the Licensor shall elect to discontinue the use of
the building for operations of a bus terminal; or

(e) if the Licensee defaults with respect to its
obligations concerning any Info-Center Directory installed in
any location listed in Exhibits, "A," "B" or "C" and if Licensee
has not remedied such default prior to the expiration of thirty
(30) days from the date upon which written notice was received
of the default.

Section 13
Rights Upon Default

13.1 If Licensee defaults in the payment of any deposit or
commission hereunder or if Licensee defaults in the performance of
any other provision, covenant, or condition of this Agreement,
Licensor may, if it so elects, terminate this agreement in whole or
in part upon thirty (30) days written notice to Licensee subject to
the right to remedy defaults as set forth in Section 12.1 (e).

Section 14
Notices

14.1 All notices from either party to the other required
hereunder, except for notice required under Section 2.3 or Section
9.3, shall be in writing and delivered either personally, by a
nationally recognized carrier service, or by certified mail, return
receipt requested, and also by telecopier, dispatched at the same
time as the dispatch of the personal delivery or certified mail. Any
such notice, request, or other communication shall be deemed to have
been given on the date of personal delivery or, if mailed, on the
date of mailing. All communications shall be addressed as follows:

If to Licensor:

Greyhound Lines, Inc.
Customer Service Department
P.O. Box 660362
Dallas, Texas 75266-0362

Telecopier No.: (to be supplied)

<PAGE> 72

If to Licensee:

Info-Center, Inc.
P.O. Box 1129
Point Roberts, Washington 98281

Telecopier No.: 1-800-548-4432

14.2 The addresses to which any such written communication may
be given or sent to either party may be changed by ten (10) days
written notice given by such party as provided above.

Section 15
Assignment

15.1 Neither party may assign its rights or obligations under
this Agreement without the prior written consent of the other party.
It is further agreed that any assignment hereof, whether voluntary,
by operation of law, or otherwise, without the prior written consent
of the other party shall be void and at the option of the non--
assigning party this Agreement shall terminate. Any rights and
obligations under this Agreement with respect to Licensor shall also
apply to Licensor's subsidiaries, and such rights and obligations
created in Licensor's subsidiaries shall not be deemed to be an
assignment under this Agreement.

Section 16
Binding Effect

16.1 This Agreement shall be binding upon and inure to the
benefit of each party hereto and their respective permitted
successors and permitted assigns.

Section 17
Governing Law

17.1 THIS AGREEMENT SHALL BE GOVERNED BY, AND ITS PROVISIONS
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The
parties hereto agree and consent to subject any dispute pursuant to
this Agreement to the applicable Federal and State Courts with
jurisdiction in Texas closest to the place of business of the
Licensor.

Section 18
Invalid Provisions

18.1 In the event any provision of this Agreement shall be
declared or determined by a court of law to be invalid,
unenforceable, or in conflict with applicable law, then the validity
of the other terms and provisions of this Agreement shall not be
deemed to be adversely affected but shall remain in full force and
effect.

<PAGE> 73

Section 19
Amendment and Waive

19.1 No amendment or waiver of any provision of this Agreement,
and no consent to any departure herefrom, shall be effective or
binding unless and until set forth in a writing signed by each party,
and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was
given. No notice or any other communication given by one party to the
other party shall be construed to be or constitute an approval or
ratification by the other party of any matter contained or referred
to in such notice, unless the same be consent to by the other party
in writing.

Section 20
Entire Agreement

20.1 This Agreement, together with the Exhibits attached hereto,
constitutes the entire agreement between the parties, and there
exists no other written or oral understandings, agreements or
assurances with respect to any matters except as set forth herein.

20.2 Unless expressly stated, this Agreement confers no rights
on any person or business entity that is not a party hereto.

Section 21
Attorneys' Fees

21.1 If either party named herein brings an action to enforce
the terms of this Agreement or to declare rights hereunder, the
prevailing party in any such action, on trial or appeal, shall be
entitled to reasonable attorneys' fees to be paid by the losing party
as fixed by the court.

Section 22
Relationship of Parties

22.1 This Agreement does not create the relationship of
principal and agent or partnership or joint venture, or of any
association other than that of licensor and licensee.

Section 23
Force Majeure

23.1 Either party named herein shall be excused from the
performance of its obligations hereunder for such period as either
party is prevented from performing same by reason of an Act of God,
act of war, riots, fuel boycott or embargo, labor disputes or
lockout, labor strikes, act of the other party, governmental
restrictions or prohibitions, and any other unforeseeable cause
beyond the party's control.

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Section 24
Attachments, Headings, and Terms

24.1 All attachments and exhibits referred to herein are hereby
incorporated by reference and made a part of this Agreement. The
headings and underscorings contained herein are for convenience
purposes only and shall not be used to interpret or define nor be
deemed to extend or limit the specific sections. The word or words
enclosed in quotation marks shall be construed as defined terms for
purposes of this Agreement. The terms "Licensor" and "Licensee" shall
be construed to mean, when required by context, the affiliates,
subsidiaries, directors, officers, employees, invitees, contractors,
materialmen, servants, and agents of Licensor and Licensee.

IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above to be effective for the
period set forth in Section 1 above.

GREYHOUND LINES, INC.

By: /s/ Bernie K. Styers
Title: Director Customer Operation
(972) 789-7580

INFO-CENTER, INC.

By:/s/ William J. Marshall
Title: President

EXHIBIT "A"

Location

1. Chicago, IL
2. Los Angeles, CA
3. Miami, FL
4. Orlando, FL
5. Washington, DC

EXHIBIT "B"

Location

1. Las Vegas, NV
2. Nashville, TN
3. San Diego, CA
4. Seattle, WA