PCG MEDIA INC, 10SB12G, 1999-10-12

PCG MEDIA INC
10SB12G, 1999-10-12

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Securities and Exchange Commission
Washington, D. C. 20549

_______________

Form 10-SB

______________

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

PCG MEDIA, INC.
(Name of registrant in its charter)

NEVADA 84-1423373
(State of incorporation) (I. R. S. Employer Identification No.)

525 SOUTH 300 EAST
SALT LAKE CITY, UTAH 84111
(801) 323-2395

(Address and telephone number of principal executive offices and
principal place of business)

________________

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

None
________________

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

Common Stock, par value $.001
Title of each class

<PAGE>

Table of Contents

PART I

Item 1: Description of Business...........................................3
Item 2: Management's Discussion and Analysis or Plan of Operation.........6
Item 3: Description of Property...........................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management....7
Item 5: Directors, Executive Officers, Promoters and Control Persons......8
Item 6: Executive Compensation............................................8
Item 7: Certain Relationships and Related Transactions ...................9
Item 8: Description of Securities.........................................9

PART II

Item 1: Market for Common Equity and Related Shareholder Matters..........9
Item 2: Legal Proceedings................................................10
Item 3: Changes In and Disagreements With Accountants ...................10
Item 4: Recent Sales of Unregistered Securities..........................10
Item 5: Indemnification of Directors and Officers........................11

PART F/S

Financial Statements.......................................................11

PART III

Item 1: Index to and Description of Exhibits..............................12

2
<PAGE>

FORWARD LOOKING STATEMENTS

In this registration statement references to "PCG," "we," "us," and
"our" refer to PCG Media, Inc.

This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
PCG's control. These factors include but are not limited to economic
conditions generally and in the industries in which PCG may participate;
competition within PCG's chosen industry, including competition from much
larger competitors; technological advances and failure by PCG to successfully
develop business relationships.

PART I

ITEM 1: DESCRIPTION OF BUSINESS

Business Development

PCG Media, Inc. was originally incorporated in the state of Utah on
November 7, 1985 under the name of International Hi-Tech Research Corporation
("Hi-Tech"). Hi-Tech was organized to manufacture and distribute small
airplane parts. In October of 1991 Hi-Tech acquired Standard Aero Parts,
Inc., a California corporation. In December of 1991 Hi-Tech merged into a
California corporation named Standard Group International, Inc. ("Standard
California") with Standard California as the surviving corporation. On June
30, 1996 Standard California rescinded the acquisition of Standard Aero Parts,
Inc. After the rescission Standard California became inactive.

On July 21, 1997 Standard California's wholly owned subsidiary, Standard
Group International, Inc. was incorporated in the state of Nevada ("Standard
Nevada"). Standard California merged with such wholly owned subsidiary on
April 30, 1998 solely to change its domicile from California to Nevada.
Standard Nevada changed its name to Entertainment 21, Inc. ("Entertainment")
on May 20, 1998. On November 18, 1998 Entertainment merged with PCG Media,
Inc. with Entertainment being the surviving corporation. PCG Media, Inc. was
an investment management company established to acquire and manage independent
media and entertainment properties. Pursuant to the Articles of Merger,
Entertainment changed its name to PCG Media, Inc. on November 18, 1998.
Subsequently certain contracts never came to fruition and PCG ceased
commercial operations shortly after the merger.

Our Plan

We have no assets and have had recurring operating losses for the past
several years. We are dependent upon financing to continue our operations.
Our independent auditors have expressed substantial doubt in our ability to
continue as a going concern. Our business plan is to seek, investigate, and,
if warranted, acquire an interest in a business opportunity. Our acquisition
of a business opportunity may be made by merger, exchange of stock, or
otherwise. We have very limited sources of capital, and we probably will only
be able to take advantage of only one business opportunity. At the present
time we have not identified any business opportunity that we plan to pursue,
nor have we reached any agreement or definitive understanding with any person
concerning an acquisition.

Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.

The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to

3
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identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders.

Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.

Investigation and Selection of Business Opportunities

A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to substantially shift marketing approaches, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.

Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities. Since
our management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors. We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid. However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.

In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

(5) The extent to which the business opportunity can be advanced;

(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

(7) Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

4
<PAGE>

(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

(9) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the business opportunity to be acquired.

Form of Acquisition

We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as the
respective needs and desires of us and the promoters of the opportunity. The
legal structure or method deemed by management to be suitable will be selected
based upon our review and our relative negotiating strength. Such structure
may include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organizations. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.

Competition

We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, ventures capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than us to obtain access to attractive
business opportunities. We also will experience competition from other public
"blind pool" companies, many of which may have more funds available.

Employees

We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.

Reports to Security Holders

PCG has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
5
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Available Information

Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549 and at the Denver Regional offices of the SEC located at 1801 California
Street, Suite 4800, Denver, Colorado 80202. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0300. Copies of this material also should be available through the
Internet by using the SEC's EDGAR Archive, which is located at
http://www.sec.gov.

ITEM 2: MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

We have no assets and have experienced losses from inception. As of
August 31, 1999 we had no cash on hand and no outstanding liabilities. We
have no material commitments for capital expenditures for the next twelve
months.

As of the date of this Form 10-SB, we have yet to generate positive cash
flow. Since inception, we have primarily financed our operations through the
sale of our common stock.

We believe that our current cash needs can be met by loans from our
directors, officers and shareholders for at least the next twelve months. We
cannot assure that the commitments of our directors, officers and share
holders will be sufficient to cover our expenses. In addition, if we obtain a
business opportunity, it may be necessary to raise additional capital. This
may be accomplished by selling our common stock or borrowing money. We cannot
assure that funds will be available from any source or if available, that we
will be able to obtain funds on terms agreeable to us. Any sale of our common
stock will be completed pursuant to the exemptions provided by federal and
state laws.

During the next twelve months our management intends to actively seek
business opportunities that will provide necessary operating revenue.

Year 2000 Compliance

We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000 errors
could result in system failures or miscalculations, causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, provide services or engage in similar activities.
In a worse case scenario these failures, miscalculations and disruptions could
temporarily shut down or impede our operations, if any.

We have concluded, based on our review of our computer systems, that our
significant computer programs and operations will not be materially affected
by the Year 2000 problem. However, there can be no assurance that the systems
of other companies with which we may do business with will be in compliance
and this may have a material adverse effect on our operations, if any.

ITEM 3: DESCRIPTION OF PROPERTY

We do not currently own or lease any property. We utilize office space
in the office of our President, John W. Peters, at no cost. Until we pursue a
viable business opportunity and recognize income, we will not seek independent
office space.

6
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ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth, as of October 5, 1999, the beneficial
ownership of our outstanding common stock of; (i) each person or group known
by us to own beneficially more than 5% of our outstanding common stock, (ii)
each of our executive officers, (iii) each of our director's and (iv) all
executive officers and directors as a group. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Except as indicated by
footnote, the persons named in the table below have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based
on 7,985,855 shares of common stock outstanding as of October 5, 1999.

CERTAIN BENEFICIAL OWNERS

Common Stock Beneficially Owned
------------------------------------
Name and Address of Number of Shares of Percentage
Beneficial Owners Common Stock of Class
- ----------------------------- --------------------- -----------

3CG Ltd. 400,855 5%
3664 Latimore Rd.
Shaker Heights, Ohio 44122

Bacchus Investments, Inc. 650,000 8.1%
7 Piedmont Center, Ste 100
Atlanta, Georgia 30305

Carolina Supplies Corporation 1,267,500 15.8%
932 Burke Street
Winston Salem, North Carolina 27101

Enloe & Company 1,462,500 18.3%
801 W 47th St., Ste. 400
Kansas City, MO 64112

Transint Holdings and Consulting, Inc. 1,462,500 18.3%
328 Bay St., 2nd Floor
Nassau, Bahamas

MANAGEMENT

John W. Peters 25,000 *
2554 West 4985 South
Taylorsville, Utah 84118

Jeffrey J. Jonas 25,000 *
2019 East Aldo Circle
Salt Lake City, Utah 84108

All executive officers and
directors as a group 50,000 *

*Less than 1%

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

Our executive officers and directors and their respective ages, positions
and term of office are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.

Name Age Position Held Director or Officer Since
- ------------- ---- ------------------ -------------------------
John W. Peters 47 President, Director February 25, 1999
Jeffrey J. Jonas 44 Secretary/Treasurer,
Director July 1, 1999

John W. Peters was appointed President and a Director in February of 1999. He
is the President and a director of Earth Products & Technologies, Inc., a
reporting company. He has been with Earth Products since June of 1993,
serving as the Operations Manager of that company from 1993 to 1997, and then
as President since June of 1997. Mr. Peters studied business administration
at Long Beach Community College and California Polytechnic State University in
San Louis Obispo, California.

Jeffrey J. Jonas was appointed Secretary/Treasurer of PCG Media in July of
1999. Since November of 1992 to the present he has served as President and
principal broker of American Housing Development Corporation which is a real
estate development company. Since 1978 he has also worked as a sports
commentator for KALL Radio and KUTV Television based in Salt Lake City, Utah.
In 1978 he received a Master's degree in journalism from Northwestern
University, Evanston, Illinois and in 1977 he earned a bachelors degree, cum
laude, in journalism from the University of Utah in Salt Lake City, Utah.

ITEM 6: EXECUTIVE COMPENSATION

During the fiscal years ended June 30, 1997 and 1998, none of our
officers received cash compensation, bonuses, stock appreciation rights, long
term compensation, stock awards or long-term incentive rights in excess of
$100,000.

The following table shows compensation of our executive officers for
1999.

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------
Other
Fiscal Annual
Name and Principal Position Year Salary ($) Bonus Compensation
- --------------------------- -------- ---------- -------- ------------
John W. Peters 1999 $0 $ 0 $21,500
President

Jeffrey J. Jonas 1999 0 0 21,500
Secretary/Treasurer

* Messrs. Peters and Jonas each received 25,000 of our common shares,
valued at $21,500 as an inducement to serve as our officer and director.

8
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Compensation of Directors

We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.

Employment Contracts

We have not entered into employment agreements with our officers or
directors.

ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons.

On June 28, 1999 our President, John W. Peters, and our
Secretary/Treasurer, Jeffrey J. Jonas, each received 25,000 common shares
valued at $21,500 as an inducement to serve as an officer and director.

ITEM 8: DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 7,985,855 were issued and outstanding as of October 5, 1999.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company. Our stockholders have no
preemptive rights to acquire additional shares of common stock or any other
securities. All outstanding shares of common stock are fully paid and
non-assessable.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, valued
at $.001. We have not issued preferred stock.

PART II

ITEM 1: MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the OTC NASDAQ Electronic Bulletin Board
under the symbol "PCGM". We have had minimal trading activity in our stock as
of this filing. We have approximately 122 stockholders of record holding
7,985,855 common shares as of October 5, 1999. 357,500 common shares are free
trading and the balance are restricted stock as that term is defined in Rule
144.

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Dividends

We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future.

Stock Split

On June 9, 1998 our Board of Directors authorized a 1-for-10 reverse
stock split. The discussions in this registration statement regarding our
common shares reflect the reverse stock split.

OTC Bulletin Board Eligibility Rule

In January of 1999, the SEC granted approval of amendments to the NASD OTC
Bulletin Board Eligibility Rules 6530 and 6540. These amendments now require
a company listed on the OTC Bulletin Board to be a reporting company and
current in its reports filed with the SEC. As a result of this rule change we
have voluntarily filed this registration statement in order to become a fully
reporting company and maintain the listing of our common stock on the OTC
Bulletin Board. The NASD eligibility rule requires that the SEC come to a
position of no further comment regarding any Form 10 registration statement
before the NASD considers a company compliant. We cannot assure that the SEC
will come to such a position in regards to this registration statement prior
to our phase-in-date of December 1, 1999. According to the eligibility rule,
if we are not in compliance at our phase-in-date our common stock will be
removed from the OTC Bulletin Board. In that event, we intend to move our
listing to the National Quotation Bureau's Pink Sheets. This delisting may
adversely affect the market, if any, in our stock.

ITEM 2: LEGAL PROCEEDINGS

We are not a party to any proceedings or threatened proceedings as of the
date of this filing.

ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.

ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES

The following discussion describes all securities sold by us within the
past three years without registration:

In a private transaction on June 1, 1998, our Board of Directors
authorized the issuance of an aggregate of 10,000 common shares valued at
$10,000 to Robert Lambert, Jr. and Ronald Lambert. Each received 5,000 common
shares for services rendered as prior officers and directors of Standard
California.

On October 30, 1998, in an offering pursuant to Rule 504, our Board of
Directors authorized the issuance of 60,300 common shares valued at $6,030 to
SGS Holdings, Inc. for fees, costs and services rendered.

In a private transaction on November 17, 1998 our Board of Directors
authorized the issuance of 7,000,000 common shares to the seventeen (17)
shareholders of PCG Media, Inc. in exchange for 100% of that company's
outstanding common shares.

In a private transaction on June 28, 1999, our Board of Directors
authorized the issuance of an aggregate of 50,000 common shares valued at
$43,000. 25,000 shares each were issued to John W. Peters and Jeffrey J.
Jonas as an inducement to serve as our officer and director.

In connection with each of the above private transactions, we believe
that each acquirer (i) was aware that the securities had not been registered
under federal securities laws, (ii) acquired the securities for his own
account
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for investment purposes and not with a view to or for resale in connection
with any distribution for purpose of the federal securities laws, (iii)
understood that the securities would need to be indefinitely held unless
registered or an exemption from registration applied to a proposed disposition
and (iv) was aware that the certificate representing the securities would bear
a legend restricting their transfer. We believe that, in light of the
foregoing, the sale of our securities to the respective acquirers did not
constitute the sale of an unregistered security in violation of the federal
securities laws and regulations by reason of the exemptions provided under
Sections 3(b) and 4(2) of the Securities Act, and the rules and regulations
promulgated thereunder.

ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. Indemnification for a director is
mandatory and indemnification for an officer, agent or employee is permissive.
We will indemnify such individuals against all costs, expenses and liabilities
incurred in a threatened, pending or completed action, suit or proceeding
brought because such individual is our director or officer. Such individual
must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interest. In a criminal action he
must not have had a reasonable cause to believe his conduct was unlawful.
This right of indemnification shall not be exclusive of other rights the
individual is entitled to as a matter of law or otherwise.

We will not indemnify an individual adjudged liable due to his negligence
or wilful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited
to reasonable expenses incurred in connection with the proceeding. Also, we
are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.

Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if
he is judged not to have met the standard of conduct.

PART F/S

Index to Financial Statements

Accountants' Report F-3

Balance Sheets F-4

Statements of Operations F-5

Statements of Stockholders' Equity F-6

Statements of Cash Flows F-7

Notes to the Financial Statements F-8

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PCG Media, Inc.

( a Development Stage Company)

Financial Statements

June 30, 1999, 1998 and 1997

<PAGE>
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of PCG Media, Inc.

We have audited the accompanying balance sheets of PCG Media, Inc. (a
development stage company) as of June 30, 1999, 1998 and 1997 and the related
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 1999, 1998 and 1997 and from inception on October 15, 1985
through June 30, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our 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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PCG Media, Inc. (a
development stage company) as of June 30, 1999, 1998 and 1997 and the results
of its operations and cash flows for the years ended June 30, 1999, 1998 and
1997 and from inception on October 15, 1985 through June 30, 1999 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ Crouch Bierwolf & Chisholm

Salt Lake City, Utah
August 6, 1999
F-3
<PAGE>

PCG Media, Inc.
(A Development Stage Company)
Balance Sheets

ASSETS
---------

June 30, June 30,
--------------- ------------------------------
1999 1998 1997
--------------- --------------- ---------------

ASSETS $ - $ - $ -
--------------- --------------- ---------------

TOTAL ASSETS $ - $ - $ -
=============== =============== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Income Taxes payable - - -
--------------- --------------- ---------------
Total Liabilities - - -
--------------- --------------- ---------------
STOCKHOLDERS' EQUITY

Common stock, $.001 par
value; 50,000,000 shares
authorized; 8,250,000,
1,189,700 and 1,179,700
shares issued and
outstanding, respectively 1,896 1,190 1,180

Additional paid-in capital 58,077 52,753 41,760

Deficit accumulated during
the development stage (59,973) (53,943) (43,943)
--------------- --------------- ---------------
Total Stockholders' Equity - - -
--------------- --------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ - $ -
=============== =============== ===============

The accompanying notes are an integral part of these financial statements.
F-4

PCG Media, Inc.
(A Development Stage Company)
Statements of Operations

From
Inception
on October
For the Years Ended 15, 1985 to
June 30 June 30,
1999 1998 1997 1999
------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
------------ ------------ ------------ --------------
EXPENSES
General & Administrative 6,030 10,000 1,003 59,973
------------ ------------ ------------ --------------
TOTAL EXPENSES 6,030 10,000 1,003 59,973
------------ ------------ ------------ --------------
Net Loss From Operations (6,030) (10,000) (1,003) (59,973)
------------ ------------ ------------ --------------
NET LOSS (6,030) (10,000) (1,003) (59,973)
============ ============ ============ ==============
LOSS PER SHARE $ (0.001) $ (0.008) $ (0.001) $ (0.04)
============ ============ ============ ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,604,900 1,189,700 1,179,700 1,496,500
============ ============ ============ ==============

The accompanying notes are an integral part of these financial statements.
F-5
</TABLE>
<PAGE>
PCG Media, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on October 15, 1985 through June 30, 1999

<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- --------- ------------ ------------
<S> <C> <C> <C>
Balance at inception - $ - $ - $ -

Issuance of shares for cash
to organizers 375,000 375 14,625 -

Issuance of shares for cash
to public at $.02 per share 104,700 105 20,835 -

Net (loss) from inception to
June 30, 1986 - - - (15,000)

Net (loss) June 30, 1987 - - - (20,940)

Issuance of common stock for
acquisition of Standard
Aero Parts, Inc. 3,390,000 3,390 (3,390) -

Recision of Standard Aero
Parts, Inc. acquisition (3,390,000) (3,390) 3,390 -

Issuance of common stock for services 700,000 700 6,300 -

Net (loss) for the year ended
June 30, 1996 - - - (7,000)
------------- --------- ------------ ------------
Balance - June 30, 1996 1,179,700 1,180 41,760 (42,940)

Net (loss) for the year ended
June 30, 1997 - - - (1,003)
------------- --------- ------------ ------------
Balance - June 30, 1997 1,179,700 1,180 41,760 (43,943)

Issuance of common stock for services 10,000 10 9,990 -

Contribution by shareholders - - 1,003 -

Net (loss) for the year ended
June 30, 1998 - - - (10,000)
------------- --------- ------------ ------------
Balance - June 30, 1998 1,189,700 1,190 52,753 (53,943)

Issuance of common stock for services 60,300 6 6,024 -

Issuance of common stock in merger 7,000,000 700 (700) -

Net (loss) for year ended
June 30, 1999 - - - (6,030)
------------- --------- ------------ ------------
Balance - June 30, 1999 8,250,000 $ 1,896 $ 58,077 $ (59,973)
============= ========= ============ ============

The accompanying notes are an integral part of these financial statements
F-6

</TABLE>
<PAGE>
PCG Media, Inc.
(A Development Stage Company)
Statements of Cash Flows
From inception on October 15, 1985 through June 30, 1999

<TABLE>
<CAPTION>
From
Inception
October 15,
For the Years Ended 1985
June 30 Through,
------------------------------------- June 30,
1999 1998 1997 1999
------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>

Cash Flows form Operating Activities

Net loss $ (6,030) $ (10,000) $ (1,003) $ (59,973)
Less non-cash items:
Shares issued for services 6,030 - - 23,030
Increase in taxes payable - 10,000 1,003 1,003
------------ ------------ ------------ --------------
Net Cash Provided (Used) by
Operating Activities - - - (35,940)
------------ ------------ ------------ --------------
Cash Flows from Investing Activities - - - -
------------ ------------ ------------ --------------
Cash Flows from Financing Activities
Proceeds from Issuance
of common stock - - - 35,940
------------ ------------ ------------ --------------
Net Cash Provided (Used) by
Financing Activities - - - 35,940
------------ ------------ ------------ --------------
Increase in Cash - - - -

Cash and Cash Equivalents at
Beginning of Period - - - -
------------ ------------ ------------ --------------
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ -
============ ============ ============ ==============
Supplemental Cash Flow Information:
Cash paid for:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -

The accompanying notes are an integral part of these financial statements.
F-7
</TABLE>
<PAGE>

PCG Media, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, 1998 and 1997

NOTE 1 - Summary of Significant Accounting Policies

a. Organization

The Company was organized in the State of Utah on October 15, 1985
under the name of Hi-Tech Research Corporation (Hi-Tech). During 1986 and
1987 the Company completed a public offering of its common stock. In October
of 1991 the Company completed an acquisition with Standard Aero Parts, Inc.
(Aero) a California corporation, wherein the Company acquired all the
outstanding stock of Aero for 3,390,000 shares. In December of 1991 the
Company merged into a California corporation named Standard Group
International, Inc. (Standard) with Standard becoming the surviving
corporation. The merger was recorded as a pooling of interest business
combination. Then effective June 30, 1996 the Company rescinded the
acquisition of Aero and the shareholders returned all but 700,000 shares,
which were kept for services rendered. In April of 1998, the Company merged
into a Nevada corporation named Standard Group International, Inc. (Standard)
with Standard of Nevada (the Company) becoming the surviving corporation. The
merger was recorded as a pooling of interest business combination. In May of
1998, the Company's name was changed to Entertainment 21, Inc. In November of
1998,the Company merged into a Nevada corporation named PCG Media, Inc. with
PCG becoming the surviving corporation. The merger was recorded as a pooling
of interest business combination. The Company is a development stage company.

b. Recognition of Revenue

The Company recognized income and expense on the accrual basis of
accounting.

c. Earnings (Loss) Per Share

The computation of earnings (loss) per share of common stock is
based on the weighted average number of shares outstanding at the date of the
financial statements.

d. Accounting Year End

The Company has established that it will have a June 30 fiscal year
end for financial reporting and preparation of income tax returns.

e. Cash and Cash Equivalents

The company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.

F-8
<PAGE>

PCG Media, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, 1998 and 1997

Note 1 - Summary of Significant Accounting Policies (continued)

f. Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carry forwards totaling approximately $60,000 that will be offset against
future taxable income. These NOL carry forwards began to expire in 2001. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carry forward will expire
unused.

Deferred tax assets and the valuation account is as follows at June
30, 1999, 1998 and 1997.

June 30,
1999 1998 1997
------------ ------------- ------------
Deferred tax asset:
NOL carry forward $ 10,000 $ 8,500 $ 6,600

Valuation allowance ( 10,000) (8,500) (6,600)
------------ ------------- ------------
Total $ - $ - $ -
============ ============= ============

Note 2 - Going Concern

The accompanying financial statements have been prepared assuming that
the company will continue as a going concern. The company has no assets and
has had recurring operating losses for the past several years and is dependent
upon financing to continue operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.

Note 3 - Development Stage Company

The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.

Note 4 - Stock Split

On June 9, 1998, the Board of Directors authorized a 1 for 10 reverse
stock split. These financial statements have been retroactively restated to
reflect the reverse stock split.

F-9
<PAGE>
PART III

INDEX TO AND DESCRIPTION OF EXHIBITS

Exhibits

Exhibit
Number Description

2.1 Articles of Incorporation of Standard Group International, Inc.

2.2 Articles of Merger filed April 30, 1998.

2.3 Amendment to Articles of Incorporation filed May 20, 1998.

2.4 Articles of Merger filed November 18, 1998.

2.5 Bylaws of PCG.

8.1 Agreement of Merger between International Hi-Tech Research
Corporation, Inc. and Standard Group International, Inc. dated
December 14, 1991.

8.2 Agreement and Plan of Reorganization between PCG Media, Inc. and
Entertainment 21, Inc. dated November 13, 1998.

27.1 Financial Data Schedule

SIGNATURES

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

10/8/99
Date_________________________

PCG MEDIA, INC.

/s/ John W. Peters
By: ________________________________
John W. Peters, President

ARTICLES OF INCORPORATION
OF
STANDARD GROUP INTERNATIONAL, INC.

The undersigned, natural person of eighteen years or more of age, acting as
incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:

ARTICLE I
NAME OF CORPORATION

The name of the Corporation is Standard Group International, Inc.

ARTICLE II
SHARES

The amount of the total authorized capital stock of the Corporation is
20,000,000 shares of common stock, par value $.001 per share. Each share of
common stock shall have one (1) vote. Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paid up stock, and the holder of such shares shall not be liable for any
further payment thereof. Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.

The Corporation is authorized to issue 20,000,000 shares of common stock, par
value $.001 per share.

ARTICLE III
REGISTERED OFFICE AND AGENT

The address of the initial registered office of the Corporation is 1025
Ridgeview, Suite 400, Reno, Nevada 89509 and the name of its initial
registered agent at such address is Michael J. Morrison.

ARTICLE IV
INCORPORATOR

The name and address of the incorporator is:

NAME ADDRESS
Anita Patterson 215 South State Street, Suite 1100
Salt Lake City, Utah 84111

ARTICLE V
DIRECTORS

The members of the governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and post office address of the first board of
directors, which shall be one in number, is as follows:

NAME ADDRESS
Anita Patterson 215 South State Street, Suite 1100
Salt Lake City, Utah 841111

ARTICLE VI
GENERAL

A. The board of directors shall have the power and authority to make and
alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.

B. The board of directors shall, from time to time, determine whether, and to
what extent, and at which times and places, and under what conditions and
regulations, the accounts and books of this Corporation, or any of them, shall
be open to the inspection of the stockholders; and no stockholder shall have
the right to inspect any account, book or document of this Corporation except
as conferred by the Statutes of Nevada, or authorized by the directors or any
resolution of the stockholders.

C. No sale, conveyance, transfer, exchange or other disposition of all or
substantially all of the property and assets of this Corporation shall be made
unless approved by the vote or written consent of the stockholders entitled to
exercise two-thirds (2/3) of the voting power of the Corporation.

D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.

E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the
time of the incurring or imposition of such costs, expenses, or liabilities,
except such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally adjudged to be
liable by reason of his negligence or willful misconduct toward the
Corporation or such other Corporation in the performance of his duties as such
officer or director, as to whether or not a director or officer was liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or
director, in the absence of such final adjudication of the existence of such
liability, the board of directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the
manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.

The undersigned being the individual named in Article III, above, as the
initial registered agent of the Corporation, hereby consents to such
appointment.

/s/ Michael J. Morrison
- ------------------------

The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 15th day of July, 1997.

/s/ Anita Patterson
- -------------------
ANITA PATTERSON

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE)

On this 15th day of July, 1997, personally appeared before me Anita Patterson,
personally known to me or proved to me on the basis of satisfactory evidence
to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.

/s/ M. Jeanne Ball
- ------------------
NOTARY PUBLIC

CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT

In the matter of Standard Group International, Inc., I Michael J. Morrison,
with address at 1025 Ridgeview Drive, Suite 400, Reno, Nevada 89509, hereby
accept appointment as resident agent of the above-named corporation in
accordance with NRS 78.090.

Furthermore, that the mailing address for the above registered office is 1025
Ridgeview Drive, Suite 400, Reno, Nevada 89509.

IN WITENESS WHEREOF, I hereunto set my hand this 21st day of July, 1997.

By: /s/ Michael J. Morrison
-----------------------
Michael J. Morrison, Resident Agent

ARTICLES OF MERGER FOR
STANDARD GROUP INTERNATIONAL, INC.,
A NEVADA CORPORATION

Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
Standard Group International, Inc., a Nevada corporation (the "Corporation"),
hereby adopts and files the following Articles of Merger as the surviving
corporation to the merger of Standard Group International, Inc. a California
corporation ("Standard"), with and into the Corporation:

FIRST: The name and place of incorporation of each corporation which is a
party to this merger is as follows:

Name Place of Incorporation
- ---- ----------------------
Standard Group International, Inc. Nevada
Standard Group International, Inc. California

SECOND: The Agreement and Plan of Merger (the "Plan") governing the merger
between the Corporation and Standard, has been adopted by the Boards of
Directors of the Corporation and Standard.

THIRD: The approval of the shareholders of the Corporation and Standard was
required to effectuate the merger. The number of shares of stock outstanding
in each of the corporations ( and the number of votes entitled to be cast) as
of the date of the adoption of the Plan was as follows:

Shares
Entity Type of Shares Outstanding
- ------ -------------- -----------
Standard Group
International, Inc. (California) Common 38,697,000
Standard Group
International, Inc. (Nevada) Common 100

The number of shares of stock of each corporation which voted for and against
the Plan was as follows:

Entity Type of Shares For Against
- ------ -------------- --- -------
Standard Group International, Inc.
(California) Common 25,050,000 0
Standard Group International, Inc. Common 100 0
(Nevada)

FOURTH: The number of votes cast for the Plan by each voting group entitled
to vote was sufficient for approval of the merger by each such voting group.

FIFTH: Following the merger there are no amendments to the Articles of
Incorporation of the surviving company.

SIXTH: The complete executed Plan is on file at the registered office or
other place of business of the Corporation.
SEVENTH: A copy of the Plan will be furnished by the Corporation, on request
and without cost, to any shareholder of either corporation which is a party to
the merger.

EIGHTH: The merger will be effective upon the filing of the Articles of
Merger.

DATED this 22nd day of April 1998.

STANDARD GROUP INTERNATIONAL, INC., a Nevada corporation

By /s/ John Peters
---------------
John Peters, President

By /s/ Anita Patterson
-------------------
Anita Patterson, Secretary

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On the 22nd day of April, 1998, personally appeared before me John Peters and
Anita Patterson personally known to me or proved to me on the basis of
satisfactory evidence, and who, being by me duly sworn, did say that they are
the President and Secretary of Standard Group International, Inc. and that
said document was signed by them in behalf of said corporation by authority of
its bylaws, and said John Peters and Anita Patterson acknowledged to me that
said corporation executed the same.

/s/ M. Jeanne Ball
- ------------------
NOTARY PUBLIC

CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
STANDARD GROUP INTERNATIONAL, INC.

We the undersigned as President and Secretary of Standard Group International,
Inc. do hereby certify:
That the Board of Directors of said Corporation at a meeting duly convened
and held via telephone on the 19th day of May, 1998 adopted a Resolution to
amend the original Articles as follows:

A.Delete Article I in its entirety and substitute in its place the following:

Article One. The name of the Corporation is Entertainment 21, Inc.

Said amendment has been consented to and approved by the owners of majority of
the duly issued and outstanding shares of common stock which represent a
majority of the sole class of common stock outstanding and entitled to vote
thereon. The change is effective immediately upon the filing of this
Certificate.

/s/ John W. Peters
- ------------------
John W. Peters, President

/s/ Anita Patterson
- -------------------
Anita Patterson, Secretary/Treasurer

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On this 19th day of May, 1998, personally appeared before me John W. Peters
and Anita Patterson, personally known to me or provided to me on the basis of
satisfactory evidence to be the persons whose names are signed on the
preceding document, and acknowledged to me that they signed it voluntarily for
its stated purpose.

M. Jeanne Ball
- --------------
NOTARY PUBLIC

ARTICLES OF MERGER FOR
ENTERTAINMENT 21, INC.,
A NEVADA CORPORATION

Pursuant to the provisions of Section 92A.200 of the Nevada Revised Statutes,
Entertainment 21, Inc., a Nevada corporation (the "Corporation"), hereby
adopts and files the following Articles of Merger as the surviving corporation
to the merger of PCG Media, Inc., a Nevada corporation ("PCG"), with and into
the Corporation:

FIRST: The name and place of incorporation of each corporation which is a
party to this merger is as follows:

Name Place of Incorporation
- ---- ----------------------
Entertainment 21, Inc. Nevada
PCG Media, Inc. Nevada

SECOND: The Agreement and Plan of Merger (the "Plan") governing the merger
between the Corporation and PCG, has been adopted by the Board of Directors of
the Corporation and PCG.

THIRD: The approval of the shareholders of the Corporation and PCG was
required to effectuate the merger. The number of shares of stock outstanding
in each of the corporations (and the number of votes entitled to be cast) as
of the date of the adoption of the Plan was as follows:

Entity Type of Shares Number of Shares Outstanding
- ------ ------------------------------- -----------
Entertainment 21, Inc. Common 1,250,000
PCG Media, Inc. Common 1,070

The number of shares of stock of each corporation which voted for and against
the Plan was as follows:

Entity Type of Shares For Against
- ------ -------------- --- -------
Entertainment 21, Inc. Common 700,000 0
PCG Media, Inc. Common 1,000 0

FOURTH: The number of votes cast for the Plan by each voting group entitled
to vote was sufficient for approval of the merger by each such voting group.

FIFTH: Following the merger Article I of the Articles of Incorporation of
the surviving corporation shall be amended as follows:

Delete Article I in its entirety and substitute in its place the following:

ARTICLE I

The name of the Corporation is PCG Media, Inc.

EIGHTH: The merger will be effective upon the filing of the Articles of
Merger.

DATED this 16th day of November, 1998.

ENTERTAINMENT 21, INC.

By /s/ John W. Peters
------------------
John W. Peters, President

By /s/ Anita Patterson
-------------------
Anita Patterson, Secretary

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On the 16th day of November, 1998, personally appeared before me John W.
Peters and Anita Patterson personally known to me or proved to me on the basis
of satisfactory evidence, and who, being by me duly sworn, did say that they
are the President and Secretary of Entertainment 21, Inc., and that said
document was signed by them on behalf of said corporation by authority of its
bylaws, and said John W. Peters and Anita Patterson acknowledged to me that
said corporation executed the same.

M. Jeanne Ball
- --------------
NOTARY PUBLIC

PCG MEDIA, INC.

By /s/ Ed E. Enloe
---------------
Ed E. Enloe, President

By /s/ David W. Port
-----------------
David W. Port, Secretary

STATE OF MISSOURI )
: ss.
COUNTY OF JACKSON )

On the 18th day of November, 1998, personally appeared before me Ed E. Enloe
and David W. Port personally known to me or proved to me on the basis of
satisfactory evidence, and who, being by me duly sworn, did say that they are
the President and Secretary of PCG Media, Inc., and that said document was
signed by them on behalf of said corporation by authority of its bylaws, and
said Ed E. Enloe and David W. Port acknowledged to me that said corporation
executed the same.

/s/ M. Jeanne Ball
- ------------------
NOTARY PUBLIC

BYLAWS

STANDARD GROUP INTERNATIONAL, INC.

ARTICLE 1. OFFICES

1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.

1.2 Registered Office. The registered office of the corporation shall be
located within the State of Nevada and may be, but need not be, identical with
the principal office. The address of the registered office may be changed
from time to time.

ARTICLE 2. SHAREHOLDERS

2.1 Annual Shareholder Meeting. The annual meeting of the shareholders shall
be held on the 10th day of May in each year, beginning with the year 1999 at
the hour of 10:00 a.m., or at such other time on such other day within such
month as shall be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Nevada, such meeting shall be held on the next succeeding
business day.

2.2 Special Shareholder Meeting. Special meetings of the shareholders, for
any purpose or purposes described in the meeting notice, may be called by the
president, or by the board of directors, and shall be called by the president
at the request of the holders of not less than one-fourth of all outstanding
votes of the corporation entitled to be cast on any issue at the meeting.

2.3 Place of Shareholder Meeting. The board of directors may designate any
place, either within or without the State of Nevada, as the place of meeting
for any annual or any special meeting of the shareholders, unless by written
consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Nevada, as the place for the holding of
such meeting.

2.4 Notice of Shareholder Meeting. Written notice stating the date, time,
and place of any annual or special shareholder meeting shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the board of
directors, or other persons calling the meeting, to each shareholder of record
entitled to vote at such meeting and to any other shareholder entitled by the
Nevada Revised Statutes (the "Statutes") or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 3 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

If any shareholder meeting is adjourned to a different date, time or place,
notice need not be given of the new date, time and place, if the new date,
time and place is announced at the meeting before adjournment. But if the
adjournment is for more than 30 days or if a new record date for the adjourned
meeting is or must be fixed, then notice must be given pursuant to the
requirements of the previous paragraph, to those persons who are shareholders
as of the new record date.

2.5 Waiver of Notice. A shareholder may waive any notice required by the
Statutes, the articles of incorporation, or these bylaws, by a writing signed
by the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

A shareholder's attendance at a meeting:

(a) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting because of lack of notice or
effective notice; and

(b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.

2.6 Fixing of Record Date. For the purpose of determining shareholders of
any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders,
the record date for determination of such shareholders shall be at the close
of business on the day the first notice is delivered to shareholders. If no
record date is fixed by the board for the determination of shareholders
entitled to receive a distribution, the record date shall be the date the
board authorizes the distribution. With respect to actions taken in writing
without a meeting, the record date shall be the date the first shareholder
signs the consent.

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

2.7 Shareholder List. After fixing a record date for a shareholder meeting,
the corporation shall prepare a list of the names of its shareholders entitled
to be given notice of the meeting. The shareholder list must be available for
inspection by any shareholder, beginning on the earlier of 10 days before the
meeting for which the list was prepared or 2 business days after notice of the
meeting is given for which the list was prepared and continuing through the
meeting, and any adjournment thereof. The list shall be available at the
corporation's principal office or at a place identified in the meeting notice
in the city where the meeting is to be held.

2.8 Shareholder Quorum and Voting Requirements.

2.8.1 Quorum. Except as otherwise required by the Statutes or the articles
of incorporation, a majority of the outstanding shares of the corporation,
represented by person or by proxy, shall constitute a quorum at each meeting
of the shareholders. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.

2.8.2 Voting of Shares. Unless otherwise provided in the articles of
incorporation or these bylaws, each outstanding share, regardless of class, is
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

2.9 Quorum and Voting requirements of Voting Groups. If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment
of that meeting unless a new record date is or must be set for that adjourned
meeting.

Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation or the Statutes provide
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

If the articles of incorporation or the Statutes provide for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken
by one voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.

If a quorum exists, action on a matter, other than the election of directors,
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Statutes require a greater number of
affirmative votes.

2.10 Greater Quorum or Voting Requirements. The articles of incorporation
may provide for a greater quorum or voting requirement for shareholders, or
voting groups of shareholders, than is provided for by these bylaws. An
amendment to the articles of incorporation that adds, changes, or deletes a
greater quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.

2.11 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy which is executed in writing by the shareholder or which is
executed by his duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the corporation or other person authorized to tabulate
votes before or at the time of the meeting. No proxy shall be valid after 11
months from the date of its execution unless otherwise provided in the proxy.
All proxies are revocable unless they meet specific requirements of
irrevocability set forth in the Statutes. The death or incapacity of a voter
does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.

2.12 Corporation's Acceptance of Votes.

2.12.1 If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote, consent,
waiver, proxy appointment, or proxy appointment revocation and give it effect
as the act of the shareholder.

2.12.2 If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, proxy appointment, or proxy appointment revocation
and give it effect as the act of the shareholder if:

(a) the shareholder is an entity as defined in the Statutes and the name
signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of an administrator, executor,
guardian, or conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or
proxy appointment revocation;

(c) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation has been presented with respect to
the vote, consent, waiver, proxy appointment, or proxy appointment revocation;
or

(d) the name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation; or

(e) two or more persons are the shareholder as co-tenants or fiduciaries and
the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-tenants or
fiduciaries.

2.12.3 If shares are registered in the names of two or more persons, whether
fiduciaries, members of a partnership, co-tenants, husband and wife as
community property, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:

(a) if only one votes, such act binds all;

(b) if more than one votes, the act of the majority so voting bind all;

(c) if more than one votes, but the vote is evenly split on any particular
matter, each fraction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any
tenancy is held in unequal interests, a majority or even split for the purpose
of this Section shall be a majority or even split in interest.

2.12.4 The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.

2.12.5 The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, proxy appointment or proxy appointment revocation in
good faith and in accordance with the standards of this Section are not liable
in damages to the shareholder for the consequences of the acceptance or
rejection.

2.12.6 Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment or proxy appointment revocation under this
Section is valid unless a court of competent jurisdiction determines
otherwise.

2.13 Action by Shareholders Without a Meeting.

2.13.1 Written Consent. Any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting and without prior
notice if one or more consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shareholders entitled to vote with respect to
the subject matter thereof were present and voted. Action taken under this
Section has the same effect as action taken at a duly called and convened
meeting of shareholders and may be described as such in any document.

2.13.2 Post-Consent Notice. Unless the written consents of all shareholders
entitled to vote have been obtained, notice of any shareholder approval
without a meeting shall be given at least ten days before the consummation of
the action authorized by such approval to (i) those shareholders entitled to
vote who did not consent in writing, and (ii) those shareholders not entitled
to vote. Any such notice must be accompanied by the same material that is
required under the Statutes to be sent in a notice of meeting at which the
proposed action would have been submitted to the shareholders for action.

2.13.3 Effective Date and Revocation of Consents. No action taken pursuant
to this Section shall be effective unless all written consents necessary to
support the action are received by the corporation within a sixty-day period
and not revoked. Such action is effective as of the date the last written
consent is received necessary to effect the action, unless all of the written
consents specify an earlier or later date as the effective date of the action.
Any shareholder giving a written consent pursuant to this Section may revoke
the consent by a signed writing describing the action and stating that the
consent is revoked, provided that such writing is received by the corporation
prior to the effective date of the action.
2.13.4 Unanimous Consent for Election of Directors. Notwithstanding
subsection (a), directors may not be elected by written consent unless such
consent is unanimous by all shares entitled to vote for the election of
directors.

2.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, every shareholder entitled to vote for the election of
directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right
to vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

ARTICLE 3. BOARD OF DIRECTORS

3.1 General Powers. Unless the articles of incorporation have dispensed with
or limited the authority of the board of directors by describing who will
perform some or all of the duties of a board of directors, all corporate
powers shall be exercised by or under the authority, and the business and
affairs of the corporation shall be managed under the direction, of the board
of directors.

3.2 Number, Tenure and Qualification of Directions. The authorized number of
directors shall be two (2); provided, however, that if the corporation has
less than two shareholders entitled to vote for the election of directors, the
board of directors may consist of a number of individuals equal to or greater
than the number of those shareholders. The current number of directors shall
be within the limit specified above, as determined (or as amended form time to
time) by a resolution adopted by either the shareholders or the directors.
Each director shall hold office until the next annual meeting of shareholders
or until the director's earlier death, resignation, or removal. However, if
his term expires, he shall continue to serve until his successor shall have
been elected and qualified, or until there is a decrease in the number of
directors. Directors do not need to be residents of Nevada or shareholders of
the corporation.

3.3 Regular Meetings of the Board of Directors. 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
shareholders, for the purpose of appointing officers and transacting such
other business as may come before the meeting. The board of directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.

3.4 Special Meetings of the Board of Directors. Special meetings of the
board of directors may be called by or at the request of the president or any
director. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of
the board of directors.

3.5 Notice of, and Waiver of Notice for, Special Director Meeting. Unless
the articles of incorporation provide for a longer or shorter period, notice
of the date, time, and place of any special director meeting shall be given at
least two days previously thereto either orally or in writing. Any director
may waive notice of any meeting. Except as provided in the next sentence, the
waiver must be in writing and signed by the director entitled to the notice.
The attendance of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business and at the beginning
of the meeting (or promptly upon his arrival) objects to holding the meeting
or transacting business at the meeting, and does not thereafter vote for or
assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of,
any special meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.

3.6 Director Quorum and Voting.

3.6.1 Quorum. A majority of the number of directors prescribed by resolution
shall constitute a quorum for the transaction of business at any meeting of
the board of directors unless the articles of incorporation require a greater
percentage.

Unless the articles of incorporation provide otherwise, any or all directors
may participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.

A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) the director objects at the
beginning of the meeting (or promptly upon his arrival) to holding or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; and (2) the director contemporaneously
requests his dissent or abstention as to any specific action be entered in the
minutes of the meeting; or (3) the director causes written notice of his
dissent or abstention as to any specific action be received by the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

3.7 Director Action Without a Meeting. Any action required or permitted to
be taken by the board of directors at a meeting may be taken without a meeting
if all the directors consent to such action in writing. Action taken by
consent is effective when the last director signs the consent, unless, prior
to such time, any director has revoked a consent by a signed writing received
by the corporation, or unless the consent specifies a different effective
date. A signed consent has the effect of a meeting vote and may be described
as such in any document.

3.8 Resignation of Directors. A director may resign at any time by giving a
written notice of resignation to the corporation. Such resignation is
effective when the notice is received by the corporation, unless the notice
specifies a later effective date.

3.9 Removal of Directors. The shareholders may remove one or more directors
at a meeting called for that purpose if notice has been given that a purpose
of the meeting is such removal. The removal may be with or without cause
unless the articles of incorporation provide that directors may only be
removed with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in
the vote to remove him. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast not to remove him.

3.10 Board of Director Vacancies. Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:

(a) the board of directors may fill the vacancy; or

(b) if the board of directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

If the vacant office was held by a director elected by a voting group of
shareholders:

(a) if there are one or more directors elected by the same voting group, only
such directors are entitled to vote to fill the vacancy if it is filled by the
directors; and

(b) only the holders of shares of that voting group are entitled to vote to
fill the vacancy if it is filled by the shareholders.

A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled before the vacancy occurs but the new
director may not take office until the vacancy occurs.

3.11 Director Compensation. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of
the board of directors and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

3.12 Director Committees.

3.12.1 Creation of Committees. Unless the articles of incorporation provide
otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee
must have one or more members, who shall serve at the pleasure of the board of
directors.

3.12.2 Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action.

3.12.3 Required Procedures. Those Sections of this Article 3 which govern
meetings, actions without meetings, notice and waiver of notice, quorum and
voting requirements of the board of directors, apply to committees and their
members.

3.12.4 Authority. Unless limited by the article sof incorporation, each
committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:

(a) authorize distributions;

(b) approve or propose to shareholders action that the Statutes require be
approved by shareholders;

(c) fill vacancies on the board of directors or on any of its committees;
(d) amend the articles of incorporation pursuant to the authority of
directors to do so;

(e) adopt, amend or repeal bylaws;

(f) approve a plan of merger not requiring shareholder approval;

(g) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the board of directors; or

(h) authorize or approve the issuance or sale or contract for sale of shares
or determine the designation and relative rights, preference,s and limitations
of a class or series of shares, except that the board of directors may
authorize a committee (or an officer) to do so within limits specifically
prescribed by the board of directors.

ARTICLE 4. OFFICERS

4.1 Number of Officers. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may also be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.

4.2 Appointment and Term of Office. The officers of the corporation shall be
appointed by the board of directors for a term as determined by the board of
directors. If no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of shareholders.
If the appointment of officers shall not be made at such meeting, such
appointment shall be made as soon thereafter as is convenient. Each officer
shall hold office until his successor shall have been duly appointed and shall
have qualified until his death, or until he shall resign or is removed.

The designation of a specified term does not grant to the officer any contract
rights, and the board may remove the officer at any time prior to the
termination of such term.

4.3 Removal of Officers. Any officer or agent may be removed by the board of
directors at any time, with or without cause. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

4.4 Resignation of Officers. Any officer may resign at any time, subject to
any rights or obligations under any existing contracts between the officers
and the corporation, by giving notice to the president or board of directors.
An officer's resignation shall take effect at the time specified therein, and
the acceptance of such resignation shall not be necessary to make it
effective.

4.5 President. Unless the board of directors has designated the chairman of
the board as chief executive officer, the president shall be the chief
executive officer of the corporation and, subject to the control of the board
of directors, shall in general supervise and control all of the business and
affairs of the corporation. Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board f directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

4.6 Vice Presidents. If appointed, in the absence of the president or in the
event of his death, inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designate at the time of their election, or in the absence of any designation,
then in the order of their appointment) shall perform the duties of the
president, and when so acting, shall have all the powers of, and be subject
to, all the restrictions upon the president.

4.7 Secretary. The secretary shall: (a) keep the minutes of the proceedings
of the shareholders, the board of directors, and any committees of the board
in one or more books provided for that purpose; (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; (d) when requested or
required, authenticate any records of the corporation; (e) keep a register of
the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (g) have
general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board
of directors. Assistant secretaries, if any, shall have the same duties and
powers, subject to the supervision of the secretary.

4.8 Treasurer. The treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
bank, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
by the president or by the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
or her duties in such sum and with such surety or sureties as the board of
directors shall determine. Assistant treasurers, if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

4.9 Salaries. The salaries of the officers shall be fixed from time to time
by the board of directors.

ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS, AND EMPLOYEES

5.1 Indemnification of Directors. Unless otherwise provided in the articles
of incorporation, the corporation shall indemnify any individual made a party
to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as
such are defined in subsection (a) of this Section 5.1.

5.1.1 Determination of Authorization. The corporation shall not indemnify a
director under this Section unless:

(a) a determination has been made in accordance with the procedures set forth
in the Statutes that the director met the standard of conduct set forth in
subsection (b) below, and

(b) payment has been authorized in accordance with the procedures set forth
in the Statutes based on a conclusion that the expenses are reasonable, the
corporation has the financial ability to make the payment, and the financial
resources of the corporation should be devoted to this use rather than some
other use by the corporation.

5.1.2 Standard of Conduct. The individual shall demonstrate that:

(a) he or she conducted himself in good faith; and

(b) he or she reasonably believed:

(i) in the case of conduct in his official capacity with the corporation,
that his conduct was in its best interests;

(ii) in all other cases, that his conduct was at least not opposed to its
best interests; and

(iii) in the case of any criminal proceeding, he or she had no reasonable
cause to believe his conduct was unlawful.

5.1.3 Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

5.1.4 Limitation on Indemnification. The corporation shall not indemnify a
director under this Section of Article 5:

(a) in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

(b) in connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her
official capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by the director.

5.2 Advance of Expenses for Directors. If a determination is made following
the procedures of the Statutes, that the director has met the following
requirements, and if an authorization of payment is made following the
procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:

(a) the director furnishes the corporation a written affirmation of his good
faith belief that he has met the standard of conduct described in this
section;
(b) the director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct;

(c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under this Section or the
Statutes.

5.3 Indemnification of Officers, Agents and Employees Who Are Not Directors.
Unless otherwise provided in the articles of incorporation, the board of
directors may indemnify and advance expenses to any officer, employee, or
agent of the corporation, who is not a director of the corporation, to the
same extent as to a director, or to any greater extent consistent with public
policy, as determined by the general or specific actions of the board of
directors.

5.4 Insurance. By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary or agent of the corporation, against any liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have the power to indemnify such person
under the applicable provisions of the Statutes.

ARTICLE 6. STOCK

6.1 Issuance of Shares. The issuance or sale by the corporation of any
shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors,
unless otherwise provided by statute. The board of directors may authorize
the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts or arrangements for services to be
performed, or other securities of the corporation. Shares shall be issued for
such consideration expressed in dollars as shall be fixed from time to time by
the board of directors.

6.2 Certificates for Shares.

6.2.1 Content. Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing corporation and that it
is formed under the laws of the State of Nevada; the name of the person to
whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined
by the board of directors. Such certificates shall be signed (either manually
or by facsimile) by the president or a vice president and by the secretary or
an assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

6.2.2 Legend as to Class or Series. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine
variations for future series) must be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder this
information on request in writing and without charge.

6.2.3 Shareholder List. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

6.2.4 Transferring Shares. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been surrendered
and canceled, except that in cash of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

6.3 Shares Without Certificates.

6.3.1 Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issue of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

6.3.2 Information Statement Required. Within a reasonable time after the
issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing, at a minimum, the information
required by the Statutes.

6.4 Registration of the Transfer of Shares. Registration of the transfer of
shares of the corporation shall be made only on the stock transfer books of
the corporation. In order to register a transfer, the record owner shall
surrender the shares to the corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the owner, the person in
whose name shares stand in the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

6.5 Restrictions on Transfer or Registration of Shares. The board of
directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire shares). A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.

A restriction on the transfer or registration of transfer of shares may be
authorized:

(a) to maintain the corporation's status when it is dependent on the number
or identity of its shareholders;

(b) to preserve entitlements, benefits or exemptions under federal or local
laws; and

A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or other persons
(separately, consecutively or simultaneously) an opportunity to acquire the
restricted shares;

(b) obligate the corporation or other persons (separately, consecutively or
simultaneously) to acquire the restricted shares;

(c) require as a condition to such transfer or registration, that any one or
more persons, including the holders of any of its shares, approve the transfer
or registration if the requirement is not manifestly unreasonable; or

(d) prohibit the transfer or the registration of transfer of the restricted
shares to designated persons or classes of persons, if the prohibition is not
manifestly unreasonable.

A restriction on the transfer or registration of transfer of shares is valid
and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.

6.6 Corporation's Acquisition of Shares. The corporation may acquire its own
shares and the shares so acquired constitute authorized but unissued shares.

If the articles of incorporation prohibit the reissue of acquired shares, the
number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment may
be adopted by the shareholders or the board of directors without shareholder
action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

(a) the name of the corporation;

(b) the reduction in the number of authorized shares, itemized by class and
series;

(d) a statement that the amendment was adopted by the board of directors
without shareholder action and that shareholder action was not required.

ARTICLE 7. DISTRIBUTIONS

7.1 Distributions to Shareholders. The board of directors may authorize, and
the corporation may make, distributions to the shareholders of the corporation
subject to any restriction sin the corporation's articles of incorporation and
in the Statutes.

7.2 Unclaimed Distributions. If the corporation has mailed three successive
distributions to a shareholder at the shareholder's address as shown on the
corporation's current record of shareholders and the distributions have been
returned as undeliverable, no further attempt to deliver distributions to the
shareholder need be made until another address for the shareholder is made
known to the corporation, at which time all distributions accumulated by
reason of this Section, except as otherwise provided by law, be mailed to the
shareholder at such other address.

ARTICLE 8. MISCELLANEOUS

8.1 Inspection of Records by Shareholders and Directors. A shareholder or
director of a corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of
the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy. The scope of such inspection right shall be as provided
under the Statutes.

8.2 Corporate Seal. The board of directors may provide a corporate seal
which may be circular in form and have inscribed thereon any designation
including the name of the corporation, the state of incorporation, and the
words "Corporate Seal."

8.3 Amendments. The corporation's board of directors may amend or repeal the
corporation's bylaws at any time unless:

(a) the articles of incorporation or the Statutes reserve this power
exclusively to the shareholders in whole or part; or

(b) the shareholders in adopting, amending, or repealing a particular bylaw
provide expressly that the board of directors may not amend or repeal that
bylaw; or

Any amendment which changes the voting or quorum requirement for the board
must meet the same quorum requirement and be adopted by the same vote and
voting groups required to take action under the quorum and voting requirements
then in effect or proposed to be adopted, whichever are greater.

8.4 Fiscal Year. The fiscal year of the corporation shall be established by
the board of directors.

DATED as of this 21st day of July, 1997.

/s/ Anita Patterson
- -------------------
Secretary

Corporation Division

I, March Fong Eu, Secretary of State of the State of California, hereby
certify:

That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that the same is
full, true and correct.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the
State of California this March 5, 1992.

/s/ March Fong Eu
Secretary of State

AGREEMENT OF MERGER
OF
INTERNATIONAL HI-TECH RESEARCH CORPORATION
a Utah Corporation
Pursuant to Utah Code Annotated 16-10-66
INTO
STANDARD GROUP INTERNATIONAL, INC.
a California Corporation
Pursuant to Corporations Code of California
Chapter 11 Section 1100

Agreement of Merger, made the 14th day of December, 1991 between International
Hi-Tech Research Corporation, a Utah Corporation, hereinafter referred to as
("Hi-Tech") and Standard Group International, Inc., a California Corporation,
hereinafter referred to as ("Standard").

Whereas, Standard has authorized capital stock consisting of 50,000,000 shares
of common stock, $0.001 per share; and

Whereas, the principal office of Standard, in the State of California, is
located at 12445 Gladstone Avenue, in the City of Sylmar, and Robert D.
Lambert, Jr., is the agent in charde therof upon whom process against Standard
may be served within the State of California.

Whereas, Hi-Tech has an authorized capital stock consisting of 50,000,000
shares of common stock, $0.001 par value per share, of which 38,697,000 shares
have been duly issued and are now outstanding; and

Whereas, the principal office of Hi-Tech in the State of Utah is located at:
124 South 600 East, Salt Lake City, Utah 84102, and O. Robert Meredith is the
agent in charge thereof upon whom process against Hi-Tech may be served within
the State of Utah; and

Whereas, the Board of Directors of Standard and of Hi-Tech, respectively, deem
it advisable and generally to the advantage and welfare of the two corprate
parties and their respective shareholders that Hi-Tech merge with Standard
under and pursuant to the provisons of Utah Code Annotated 16-10-66 and of
Chapter 11 Section 1100 of the Corporations Code of California.

Now Therefore, in consideration of the premises and of the mutual agreements
herein contained and of the mutual benefits provided, it is agreed by and
between the parties hereto as follows:

1. MERGER: Hi-Tech shall be and it hereby is merged into Standard.

2. EFFECTIVE DATE: This Agreement of Merger shall become effective
immediately upon compliance with the laws of the States of Utah and
California, at the time of such effectiveness bing hereinafter call the
Effective date.

3. SURVIVING CORPORATION: Standard shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Californi, the separate corporate exitence of Hi-Tech shall cease fothwith
upon the Effective Date.

4. AUTHORIZED CAPITAL: The authorized captial stock of Standard following
the Effective Date shall be 50,000,000 shares of Common Stock, "$0.001 par
vaule" per share, unless and until the same shall be changed in accordance
with the laws of the State of California.

5. CERTIFICATE OF INCORPORATION: The Articles of Incorporation heretofore
filed with the State of California shall be the Articles of Incorporation of
Stanard following the Effective Date unless and util the same shall be amended
or repealed in accordance with the provisions thereof, which power to amend or
repeal is hereby expressly reserved.

6. FURTHER ASSUARANCE OF TITLE: If at any time Standard shall consider or be
advised that any acknowledgements or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and
to Standard any right, title, or interest in Hi-Tech held immediately prior to
the Effective Date, Hi-Tech and its proper officers and directors sahll and
will execute and deliver all such acknowledgements or assurances in law and do
all things necessary or proper to acknowledge or confirm such right, title or
interest in Standard as shall be necessary to carry out the purposes of this
Agreement of Merger, and Standard and the proper officers and directors
thereof are fully authorized to take any and all such action in the name of
Hi-Tech.

7. CONVERSION OF OUTSTANDING STOCK: Forthwith upon the Effective Date, all
of the presently outstanding 38,697,000 "0.001 par value" common shares
presently outstanding of Hi-Tech and all rights in respect thereof shall be
converted into fully paid and nonassessable shares of Common Stock of
Standard, and each certificate nominally represeting shares of Common Stock of
Hi-Tech shall for all purposes be deemed to evidence the ownership of a like
number of shares of Common Stock of Standard. The holders of such
certificates shall not be required immediately to surrender the in exchange
for certificates of Common Stock of Standard but, as certificates nominally
representing shares of Common Stock of Hi-Tech are surrendered for transfer,
Standrad will cause to be issued certificates representing shares of Common
Stock of Standard and, at any time upon surrender by any holder of
certificates nominally representing shares of Common Stock of Hi-Tech,
Standard will cause to be issued therefore certificates for a like number of
shares of Common Stock of Standard.

8. BOOK ENTRIES: The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon
the books of Standard in accordance with the terms of this Agreement.

9. BOARD OF DIRECTORS: The members of the first Board of Directors and the
officers immdiately after the Effective Date of the merger shall be those
persons who were the members of the Board of Directors and the officers,
respectively, of Hi-Tech, and such persons shall serve in such officers,
respectively, for the terms provided by law or in the Bylaws or until their
respective successors are elected and qualifed.

10. VACANCIES: If, upon the Effective Date, a vacancy shall exist in the
Board of Directors or in any of the officers of Standard the same are
specified above, such vacancy shall thereafter be filled in the manner
provided by law and the Bylaws of Standard.

11. RETIREMENT OF ORGANIZATIONAL STOCK: Forthwith, upon the Effective Date,
each share of Common Stock, if any, presently issued and outstanding shall be
retired, and no shares of Common Stock or other securities of Standard shall
be issued in their place.

IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, and/or shareholders, has
caused this Agreement of Merger to be executed by a majority of its directorrs
and it corporate seal, if any, to be hereunto affixed.

INTERNATIONAL HI-TECH RESEARCH STANDARD GROUP INTERNATIONAL,
CORPORATON, INC. INC.

By: /s/ Robert D. Lambert, Jr. By: /s/ Robert D. Lambert, Jr.
- ------------------------------ -----------------------------
Robert D. Lambert, Jr. - President Robert D. Lambert, Jr. - President

By: /s/ Cynthia A. Johnson By: /s/ Cynthia A. Johnson
- ------------------------------ -----------------------------
Cynthia A. Johnson - Secretary Cynthia A. Johnson - Secretary

CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

ROBERT D. LAMBERT, JR. and CYNTHIA A. JOHNSON, hereby certify that:

1. They are the president and the secretary, respectively, of STANDARD GROUP
INTERNATIONAL, INC., a California corporation.

2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholders of the corporation.

3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is
10.

WE FURTHER declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

DATED this 28th day of Februrary, 1992.

/s/ Robert D. Lambert, Jr.
- -----------------------------------------
Robert D. Lambert, Jr. - President

/s/ Cynthia A. Johnson
- -----------------------------------------
Cynthia A. Johnson - Secretary

CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

ROBERT D. LAMBERT, JR. and CYNTHIA A. JOHNSON, hereby certify that:

1. They are the president and the secretary, respectively, of INTERNATIONAL
HI-TECH RESEARCH CORPORATION, INC., a Utah corporation.

2. The Agreement of Merger in the form attached was duly approved by the
board of directors and shareholders of the corporation.

3. The shareholder approval was by the holders of 78.3% of the outstanding
shares of the corporation.

4. There is only one class of shares and the number of shares outstanding is
38,697,000.

WE FURTHER declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

DATED this 28th day of Februrary, 1992.

/s/ Robert D. Lambert, Jr.
- -----------------------------------------
Robert D. Lambert, Jr. - President

/s/ Cynthia A. Johnson
- -----------------------------------------
Cynthia A. Johnson - Secretary

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 13th day of
November, 1998, among Entertainment 21, Inc., a Nevada corporation
("Entertainment"); PCG, Inc., a Nevada corporation (previously known as
Portcullis Management Group, Inc., ("PCG") and its shareholders
("Shareholders").

ENTERTAINMENT wishes to acquire one hundred percent (100%) of the issued and
outstanding stock of PCG for and in exchange for stock of Entertainment, in a
stock for stock transaction intending to qualify as a tax-free exchange
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended. The parties intend for this Plan to represent the terms and
conditions of such tax-free reorganization, which Plan the parties hereby
adopt.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:

Section 1

Terms of Exchange

1.1 Number of Shares. Upon the execution hereof, the holders of all the
issued and outstanding stock of PCG agree to assign, transfer, and deliver to
Entertainment, free and clear of all liens, pledges, encumbrances, charges,
restrictions or known claims of any kind, nature or description, all of their
shares of PCG stock, and Entertainment agrees to acquire such shares on the
date thereof, or as soon as practicable thereafter, by issuing and delivering
in exchange therefore solely common shares of Entertainment's stock, par value
$.001, in the aggregate of 7,000,000 shares. Subsequent to the date hereof,
the Shareholders shall, upon the surrender to Entertainment of the PCG
certificates representing their respective beneficial and record ownership of
one hundred percent (100%) of the issued and outstanding shares of PCG or as
soon as practicable thereafter, and further provided an exemption from the
registration provisions of Section 5 of the Securities Act of 1933 is
available for the issuance thereof, the Shareholders shall be entitled to
receive a certificate(s) evidencing shares of the exchanged Entertainment
stock as provided for herein. Upon the consummation of the transaction
contemplated herein, Entertainment shall merge with PCG and become the
surviving corporation.

1.2 Anti-Dilution. For all relevant purposes of this Plan, the number of
Entertainment shares to be issued and delivered pursuant to this Plan shall be
appropriately adjusted to take into account any stock split, stock dividend,
reverse stock split, recapitalization, or similar change in Entertainment
common stock, which may occur between the date of the execution of this Plan
and the date of the delivery of such shares.

1.3 Delivery of Certificates. The Shareholders shall transfer to
Entertainment at the closing provided for in Section 2 (the "Closing") the
shares of common stock of PCG listed opposite their respective names on
Exhibit A hereto (the "PCG shares") in exchange for shares of the common stock
of Entertainment as outlined above in Section 1.1 hereof (the "Entertainment
Stock"). All of such shares of Entertainment stock shall be issued at the
closing to the Shareholders, in the numbers shown opposite their respective
names in Exhibit "A." The transfer of PCG shares by the Shareholders shall be
effected by the delivery to Entertainment at the Closing of certificates
representing the transferred shares endorsed in blank or accompanied by stock
powers executed in blank, with all signatures guaranteed by a national bank
and with all necessary transfer taxes and other revenue stamps affixed and
acquired at the Shareholders' expense.

1.4 Further Assurances. Subsequent to the execution hereof, and from time to
time thereafter, the Shareholders shall execute such additional instruments
and take such other action as Entertainment may request in order to more
effectively sell, transfer and assign clear title and ownership in the PCG
shares to Entertainment.

Section 2

Closing

2.1 Closing. The Closing contemplated by Section 1.3 shall be held on or
before November 30, 1998 or at such other time or place as may be mutually
agreed upon in writing by the parties. The Closing may also be accomplished
by wire, express mail or other courier service, conference telephone
communications or as otherwise agreed by the respective parties or their duly
authorized representatives. In any event, the closing of the transactions
contemplated by this Plan shall be effected as soon as practicable after all
of the conditions contained herein have been satisfied.

2.2 Closing Events. At the Closing, each of the respective parties hereto
shall execute, acknowledge and deliver (or shall cause to be executed,
acknowledged, and delivered) any agreements, resolutions, rulings, or other
instruments required by this Plan to be so delivered at or prior to Closing,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence
the transaction contemplated hereby.

Section 3

Representations, Warranties and Covenants of Entertainment

Entertainment represents and warrants to, and covenants with, the Shareholders
and PCG as follows:

3.1 Corporate Status. Entertainment is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.
Entertainment has full corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances,
and orders of public authorities to own all of its properties and assets and
to carry on its business on all material respects as it is now being
conducted, and there is no jurisdiction in which the character and location of
the assets owned by it, or the nature of the business transacted by it,
requires qualification. Included in the Entertainment schedules (defined
below) are complete and correct copies of its Articles of Incorporation and
Bylaws as in effect on the date hereof. The execution and delivery of this
Plan does not, and the consummation of the transactions contemplated hereby
will not, violate any provision of Entertainment's Articles of Incorporation
or Bylaws. Entertainment has taken all action required by law, its Articles
of Incorporation, its Bylaws, or otherwise, to authorize the execution and
delivery of this Plan.

3.2 Capitalization. The authorized capital stock of Entertainment as of the
date hereof consists of 50,000,000 common shares, par value $.001 and
10,000,000 preferred shares, par value $.001. As of the date hereof there
are 1,250,000 common shares of Entertainment issued and outstanding. There
are no preferred shares issued and outstanding. The common shares of
Entertainment issued and outstanding are fully paid, non-assessable shares.
There are no outstanding options, warrants, obligations convertible into
shares of stock, or calls or any understanding, agreements, commitments,
contracts or promises with respect to the issuance of Entertainment's common
stock or with regard to any options, warrants or other contractual rights to
acquire any of Entertainment's authorized but unissued common shares. There
are no issued and outstanding preferred shares. As of the Closing,
Entertainment shall have not more than 8,250,000 shares issued and
outstanding.

3.3 Financial Statements.

(a) Entertainment hereby warrants and covenants to PCG that the audited
financial statements for the six months ended December 31, 1997 and the years
ended June 30, 1997 and June 30, 1996 fairly and accurately represent the
financial condition of Entertainment and that no material change has occurred
in the financial condition of Entertainment.

(b) Entertainment hereby warrants and represents that the audited financial
statements for the periods set forth in subparagraph (a), supra, fairly and
accurately represent the financial condition of Entertainment as submitted
heretofore to PCG for examination and review.

3.4 Conduct of Business. Entertainment is a development stage company and
has not been engaged in any operational activities prior to the date hereof.

3.5 Options, Warrants and Rights. Entertainment has no options, warrants or
stock appreciation rights related to the authorized but unissued Entertainment
common stock. There are no existing options, warrants, calls, or commitments
of any character relating to the authorized and unissued Entertainment common
stock, except options, warrants, calls, or commitments, if any, to which
Entertainment is not a party and by which it is not bound.

3.6 Title to Property. Entertainment has good and marketable title to all of
its properties and assets, real and personal, proprietary or otherwise, as
will be reflected in the balance sheets of Entertainment, and the properties
and assets of Entertainment are subject to no mortgage, pledge, lien or
encumbrance, unless as otherwise disclosed in its financial statements.

3.7 Litigation. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of Entertainment, threatened by or against
or effecting Entertainment at law or in equity, or before any governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of
any kind; Entertainment does not have any knowledge of any default on its part
with respect to any judgment, order, writ, injunction, decree, warrant, rule,
or regulation of any court, arbitrator, or governmental agency or
instrumentality.

3.8 Books and Records. From the date hereof, and for any reasonable period
subsequent thereto, Entertainment and its present management will (i) give to
the Shareholders and PCG, or their duly authorized representatives, full
access, during normal business hours, to all of its books, records, contracts
and other corporate documents and properties so that the Shareholders and PCG,
or their duly authorized representatives, may inspect them; and (ii) furnish
such information concerning the properties and affairs of Entertainment as the
Shareholders and PCG, or their duly authorized representatives, may reasonably
request. Any such request to inspect Entertainment's books shall be directed
to Entertainment's counsel, Daniel W. Jackson, at the address set forth herein
under Section 10.4 Notices.

3.9 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Entertainment and its representatives will keep confidential any
information which they obtain from the Shareholders or from PCG concerning its
properties, assets and the proposed business operations of PCG. If the terms
and conditions of this Plan imposed on the parties hereto are not consummated
on or before 5:00 p.m. MST on November 30, 1998 or otherwise waived or
extended in writing to a date mutually agreeable to the parties hereto,
Entertainment will return to PCG all written matter with regard to PCG
obtained in connection with the negotiations or consummation of this Plan.

3.10 Conflict with Other Instruments. The transactions contemplated by this
Plan will not result in the breach of any term or provision of, or constitute
a default under any indenture, mortgage, deed of trust, or other material
agreements or instrument to which Entertainment was or is a party, or to which
any of its assets or operations are subject, and will not conflict with any
provision of the Articles of Incorporation or Bylaws of Entertainment.

3.11 Corporate Authority. Entertainment has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to the Shareholders and PCG, or their respective
representatives, at the Closing, a certified copy of resolutions of its Board
of Directors authorizing execution of this Plan by its officers and
performance thereunder.

3.12 Consent of Shareholders. Entertainment hereby warrants and represents
that the shareholders of Entertainment, being the owners of a majority of the
issued and outstanding stock of the Corporation consented in writing to the
authorization to execute this Agreement and Plan of Reorganization as between
Entertainment and PCG pursuant to a stock-for-stock transaction in which
Entertainment would acquire one hundred percent of the issued and outstanding
shares of PCG in exchange for the issuance of a total of 7,000,000 common
shares of Entertainment and thereby PCG shall merge with and into
Entertainment.

3.13 Resignation of Directors. Upon the Closing, the current directors of
Entertainment shall submit their resignations.

3.14 Name of the Corporation. At the Closing, the Board of Directors of
Entertainment will adopt a resolution to change the name of Entertainment to
PCG Media, Inc.

3.15 Special Covenants and Representations Regarding the Exchanged
Entertainment Stock. The consummation of this Plan and the transactions
herein contemplated include the issuance of the exchanged Entertainment shares
to the Shareholders, which constitutes an offer and sale of securities under
the Securities Act of 1933, as amended, and applicable states' securities
laws. Such transaction shall be consummated in reliance on exemptions from
the registration and prospectus requirements of such statutes which depend
interlace on the circumstances under which the Shareholders acquire such
securities. In connection with the reliance upon exemptions from the
registration and prospectus delivery requirements for such transactions, at
the Closing, Shareholders shall cause to be delivered to Entertainment a
Letter(s) of Investment Intent in the form attached hereto as Exhibit B and
incorporated herein by reference.

3.16 Undisclosed or Contingent Liabilities. Entertainment hereby represents
and warrants that it has no undisclosed or contingent liabilities which have
not been disclosed to PCG in writing or in this Agreement or in any Exhibit
attached hereto.

3.17 Information. The information concerning Entertainment set forth in this
Plan, and the Entertainment schedules attached hereto, are complete and
accurate in all material respects and do not contain, or will not contain,
when delivered, any untrue statement or a material fact or omit to state a
material fact the omission of which would be misleading to PCG in connection
with this Plan.

3.18 TITLE and Related Matters. Entertainment has good and marketable title
to all of its properties, interests in properties, and assets, real and
personal, which are reflected, or will be reflected, in the Entertainment
balance sheets, free and clear of any and all liens and encumbrances.

3.19 Contracts or Agreements. Entertainment is not bound by any material
contracts, agreements or obligations which it has not already disclosed to PCG
in writing or in this Agreement or in any Exhibit attached hereto.

3.20 Governmental Authorizations. Entertainment has all licenses,franchises,
permits and other government authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof.

3.21 Compliance with Laws and Regulations. Entertainment has complied with
all applicable statutes and regulations of any federal, state, or other
applicable jurisdiction or agency thereof, except to the extent that
noncompliance would not materially and adversely effect the business,
operations, properties, assets, or condition of Entertainment or except to the
extent that noncompliance would not result in the occurrence of any material
liability, not otherwise disclosed to PCG.

3.22 Approval of Plan. The Board of Directors of Entertainment has
authorized the execution and delivery of this Plan by Entertainment and have
approved the Plan and the transactions contemplated hereby. Entertainment has
full power, authority, and legal right to enter into this Plan and to
consummate the transactions contemplated hereby.

3.23 Investment Intent. Entertainment is acquiring the PCG shares to be
transferred to it under this Plan for the purpose of merging with PCG and not
with a view to the sale or distribution thereof, and Entertainment shall
cancel the PCG shares upon the completion of the merger.

3.24 Unregistered Shares and Access to Information. Entertainment
understands that the offer and sale of the PCG shares have not been registered
with or reviewed by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or with or by any state securities law
administrator, and no federal, state securities law administrator has reviewed
or approved any disclosure or other material concerning PCG or the PCG shares.
Entertainment has been provided with and reviewed all information concerning
PCG, the PCG shares as it has considered necessary or appropriate as a prudent
and knowledgeable investor to enable it to make an informed investment
decision concerning the PCG shares. Entertainment has made an investigation
as to the merits and risks of its acquisition of the PCG Shares and has had
the opportunity to ask questions of, and has received satisfactory answers
from, the officers and directors of PCG concerning PCG, the PCG shares and
related matters, and has had an opportunity to obtain additional information
necessary to verify the accuracy of such information and to evaluate the
merits and risks of the proposed acquisition of the PCG shares.

3.25 Obligations. Entertainment has no outstanding obligations to any of its
employees or consultants.

3.26 Entertainment Schedules. Entertainment has delivered to PCG the
following items listed below, hereafter referred to as the "Entertainment
Schedules", which are hereby incorporated by reference and made a part hereof.
A certification executed by a duly authorized officer of Entertainment on or
about the date of the Plan will be executed to certify that the Entertainment
Schedules are true and correct.

(a) Copy of Articles of Incorporation, as amended, and Bylaws;

(b) Financial statements;

(d) Resolutions of Directors approving Plan;

(e) Consent of Shareholders approving Plan.

(f) Officers' Certificate as required under Section 6.2 of the Plan;

(g) Opinion of counsel as required under Section 6.4 of the Plan;

(h) Certificate of Good Standing;

Section 4

Representations, Warranties and Covenants of PCG

PCG represents and warrants to, and covenants with, the Shareholders and
Entertainment as follows:

4.1 CORPORATE Status. PCG is a corporation duly organized, validly existing
and in good standing under the laws of Nevada, incorporated on December 17,
1996. PCG has full corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances,
and orders of public authorities to own all of its properties and assets and
to carry on its business on all material respects as it is now being
conducted, and there is no jurisdiction in which the character and location of
the assets owned by it, or the nature of the business transacted by it,
requires qualification. Included in the PCG schedules (defined below) are
complete and correct copies of its Articles of Incorporation and Bylaws as in
effect on the date hereof. The execution and delivery of this Plan does not,
and the consummation of the transactions contemplated hereby will not, violate
any provision of PCG's Articles of Incorporation or Bylaws. PCG has taken all
action required by law, its Articles of Incorporation, its Bylaws, or
otherwise, to authorize the execution and delivery of this Plan.

4.2 CAPITALIZATION. The authorized capital stock of PCG as of the date
hereof consists of 25,000,000 common shares, par value $.001. As of the date
hereof there are 1,070 common shares of PCG issued and outstanding. The
foregoing shares are fully paid, non-assessable shares. There are no
outstanding options, warrants, obligations convertible into shares of stock,
or calls or any understanding, agreements, commitments, contracts or promises
with respect to the issuance of PCG's common stock or with regard to any
options, warrants or other contractual rights to acquire any of PCG's
authorized but unissued common shares.

4.3 CONDUCT of Business. PCG will use its best efforts to maintain and
preserve its business organization, employee relationships and goodwill
intact, and will not, without the prior written consent of Entertainment,
enter into any material commitments from the date of execution of the Plan and
through the closing of the Plan.

PCG agrees that PCG will conduct itself in the following manner pending the
Closing:

(a) Certificate of Incorporation and Bylaws. No change will be made in the
Certificate of Incorporation or Bylaws of PCG.

(b) CAPITALIZATION, etc. PCG will not make any change in its authorized or
issued shares of any class, declare or pay any dividend or other distribution,
or issue, encumber, purchase or otherwise acquire any of its shares of any
class.

4.4 TITLE to Property. PCG has good and marketable title to all of its
properties and assets, real and personal, proprietary or otherwise, as will be
reflected in the balance sheets of PCG, and the properties and assets of PCG
are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise
disclosed in its financial statements.

4.5 LITIGATION. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of PCG, threatened by or against or
effecting PCG at law or in equity, or before any governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind;
PCG does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, warrant, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

4.6 BOOKS and RECORDS. From the date hereof, and for any reasonable period
subsequent thereto, PCG and its present management will (i) give to
Entertainment, or their duly authorized representatives, full access, during
normal business hours, to all of its books, records, contracts and other
corporate documents and properties so that Entertainment, or their duly
authorized representatives, may inspect them; and (ii) furnish such
information concerning the properties and affairs of PCG as the Shareholders
and PCG, or their duly authorized representatives, may reasonably request.
Any such request to inspect PCG's books shall be directed to PCG's
representative, at the address set forth herein under Section 10.4 Notices.

4.7 CONFIDENTIALITY. Until the Closing (and thereafter if there is no
Closing), PCG and its representatives will keep confidential any information
which they obtain from the Shareholders or from PCG concerning its properties,
assets and the proposed business operations of PCG. If the terms and
conditions of this Plan imposed on the parties hereto are not consummated on
or before 5:00 p.m. MST on November 30, 1998 or otherwise waived or extended
in writing to a date mutually agreeable to the parties hereto, PCG will return
to Entertainment all written matter with regard to Entertainment obtained in
connection with the negotiations or consummation of this Plan.

4.8 INVESTMENT Intent. The Shareholders represent and covenant that they are
acquiring the unregistered and restricted common shares of Entertainment to be
delivered to them under this Plan for investment purposes and not with a view
to the subsequent sale or distribution thereof, and as agreed, supra, the
Shareholders, their successors and assigns agree to execute and deliver to
Entertainment on the date of Closing or no later than the date on which the
restricted shares are issued and delivered to the Shareholders, their assigns,
or designees, an Investment Letter similar in form to that attached hereto as
Exhibit B.

4.9 UNREGISTERED Shares and Access to Information. PCG and the Shareholders
understand that the offer and sale of Entertainment shares to be exchanged for
the PCG shares have not been registered with or reviewed by the securities and
Exchange Commission under the Securities Act of 1933, as amended, or with or
by any state securities law administrator, and no federal or state securities
law administrator has reviewed or approved any disclosure or other material
facts concerning Entertainment or Entertainment stock. PCG and the
Shareholders have been provided with and reviewed all information concerning
Entertainment and Entertainment shares, to be exchanged for the PCG shares as
they have considered necessary or appropriate as prudent and knowledgeable
investors to enable them to make informed investment decisions concerning the
Entertainment shares, to be exchanged for the PCG shares. PCG and the
Shareholders have made an investigation as to the merits and risks of their
acquisition of the Entertainment shares, to be exchanged for the PCG shares
and have had the opportunity to ask questions of, and have received
satisfactory answers from, the officers and directors of Entertainment
concerning Entertainment shares to be exchanged for the PCG shares and related
matters, and have had an opportunity to obtain additional information
necessary to verify the accuracy of such information and to evaluate the
merits and risks of the proposed acquisition of the Entertainment shares to be
exchanged for the PCG shares.

4.10 TITLE to Shares. The Shareholders are the beneficial and record owners,
free and clear of any liens and encumbrances, of whatever kind or nature, of
all of the shares of PCG of whatever class or series, which the Shareholders
have contracted to exchange.

4.11 CONTRACTS.

(a) PCG is not a party to any contracts, written or oral, or any other
commitments to which PCG is a party or by which PCG or its properties are
bound.

(b) PCG is not a party to any contract, agreement, corporate restriction, or
subject to any judgment, order, writ, injunction, decree, or award, which
materially and adversely effect the business, operations, properties, assets,
or conditions of PCG.

(c) PCG is not a party to any material oral or written (i) contract for
employment of any officer which is not terminable on 30 days (or less) notice;
(ii) profit sharing, bonus, deferred compensation, stock option, severance, or
any other retirement plan of arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended, or otherwise covered; (iii)
agreement providing for the sale, assignment or transfer of any of its rights,
assets or properties, whether tangible or intangible, except sales of its
property in the ordinary course of business with a value of less than $2,000;
or (iv) waiver of any right of any value which in the aggregate is
extraordinary or material concerning the assets or properties scheduled by
PCG, except for adequate value and pursuant to contract. PCG has not entered
into any material transaction which is not listed in the PCG Schedules or
reflected in the PCG financial statements.
4.12 Material Contract Defaults. PCG is not in default in any material
respect under the terms of any contract, agreement, lease or other commitment
which is material to the business, operations, properties or assets, or
condition of PCG, and there is no event of default or event which, with notice
of lapse of time or both, would constitute a default in any material respect
under any such contract, agreement, lease, or other commitment in respect of
which PCG has not taken adequate steps to prevent such default from occurring,
or otherwise compromised, reached a satisfaction of, or provided for
extensions of time in which to perform under any one or more contract
obligations, among others.

4.13 CONFLICT with Other Instruments. The consummation of the within
transactions will not result in the breach of any term or provision of, or
constitute a default under any indenture, mortgage, deed of trust, or other
material agreement or instrument to which PCG was or is a party, or to which
any of its assets or operations are subject, and will not conflict with any
provision of the Articles of Incorporation or Bylaws of PCG.

4.14 GOVERNMENTAL Authorizations. PCG is in good standing in the State of
Nevada. Except for compliance with federal and state securities laws, no
authorization, approval, consent or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection
with the execution and delivery by PCG of this Plan and the consummation by
PCG of the transactions contemplated hereby.

4.15 COMPLIANCE with Laws and Regulations. PCG has complied with all
applicable statutes and regulations of any federal, state, or other applicable
jurisdiction or agency thereof, except to the extent that noncompliance would
not materially and adversely effect the business, operations, properties,
assets, or condition of PCG or except to the extent that noncompliance would
not result in the occurrence of any material liability, not otherwise
disclosed to Entertainment.

4.16 APPROVAL of Plan. The Board of Directors of PCG have authorized the
execution and delivery of this Plan by PCG and have approved the Plan and the
transactions contemplated hereby. PCG has full power, authority, and legal
right to enter into this Plan and to consummate the transactions contemplated
hereby.

4.17 INFORMATION. The information concerning PCG set forth in this Plan, and
the PCG Schedules attached hereto, are complete and accurate in all material
respects and do not contain, or will not contain, when delivered, any untrue
statement or a material fact or omit to state a material fact the omission of
which would be misleading to Entertainment in connection with this Plan.

4.18 PCG Schedules. PCG has delivered to Entertainment the following items
listed below, hereafter referred to as the "PCG Schedules", which is hereby
incorporated by reference and made a part hereof. A certification executed by
a duly authorized officer of PCG on or about the date within the Plan is
executed to certify that the PCG Schedules are true and correct.

(a) Copy of Articles of Incorporation and Bylaws;

(b) Financial Statements;

(d) Consent of Shareholders approving Plan;

(e) A list of key employees, including current compensation, with notation as
to job description and whether or not such employee is subject to written
contract, and if subject to a contract or employment agreement a copy of the
same;

(f) A schedule showing the name and location of each bank or other
institution with which PCG has an account;

(g) A schedule setting forth the shareholders, together with the number of
shares owned beneficially or of record by each (also attached as Exhibit A);

(h) Officers' Certificate as required by Section 7.2 of the Plan;

(i) Certificate of Good Standing.

Section 5

Special Covenants

5.1 RESIGNATION of Directors. At the Closing, all of Entertainment's
current officers and directors will resign from their respective positions, in
seriatim.

5.2 NAME of the Corporation. At the Closing, the Board of Directors of
Entertainment will adopt a resolution to change the name of Entertainment to
PCG, Inc.

5.3 PCG Information Incorporated in Entertainment's Reports. PCG represents
and warrants to Entertainment that all the information furnished under this
Plan shall be true and correct in all material respects and that there is no
omission of any material fact required to make the information stated not
misleading. PCG agrees to indemnify and hold Entertainment harmless,
including each of its Directors and Officers, and each person, if any, who
controls such party, under any applicable law from and against any and all
losses, claims, damages, expenses or liabilities to which any of them may
become subject under applicable law, or reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such actions, whether or not resulting in liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or
are based on any untrue statement, alleged untrue statement, or omission of a
material fact contained in such information delivered hereunder.

5.4 ENTERTAINMENT Information Incorporated in PCG's Reports. Entertainment
represents and warrants to PCG that all the information furnished under this
Plan shall be true and correct in all material respects and that there is no
omission of any material fact required to make the information stated not
misleading. Entertainment and the current officers and directors of
Entertainment agree to indemnify and hold PCG harmless, including each of its
Directors and Officers, and each person, if any, who controls such party,
under any applicable law from and against any and all losses, claims, damages,
expenses or liabilities to which any of them may become subject under
applicable law, or reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
actions, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based on
any untrue statement, alleged untrue statement, or omission of a material fact
contained in such information delivered hereunder.

5.5 SPECIAL Covenants and Representations Regarding the Exchanged
Entertainment Stock. The consummation of this Plan and the transactions
herein contemplated, including the issuance of the Entertainment shares in
exchange for one hundred percent (100%) of the issued and outstanding shares
of PCG to the Shareholders constitutes the offer and sale of securities under
the Securities Act and the applicable state statutes, which depend, inter
alia, on the circumstances under which the Shareholders acquire such
securities. Entertainment intends to rely on the exemption of the
registration provision of Section 5 of the Securities Act as provided for
under Section 4.2 of the Securities Act of 1933, which states "transactions
not involving a public offering", among others. Each Shareholder upon
submission of his PCG shares and the receipt of the Entertainment shares
exchanged therefor, shall execute and deliver to Entertainment a letter of
investment intent to indicate, among other representations, that the
Shareholder is exchanging the PCG shares for Entertainment shares for
investment purposes and not with a view to the subsequent distribution
thereof. A proposed Investment Letter is attached hereto as Exhibit B and
incorporated herein by reference for the general use by the Shareholders, as
they may determine.

5.6 Action Prior to Closing. Upon the execution hereof until the Closing
date,

(a) PCG and Entertainment will (i) perform all of their obligations under
material contracts, leases, insurance policies and/or documents relating to
their assets and business; (ii) use their best efforts to maintain and
preserve their business organization intact, to retain their key employees,
and to maintain its relationship with existing potential customers and
clients; and (iii) fully comply with and perform in all material respects all
duties and obligations imposed on them by all federal and state laws and all
rules, regulations, and orders imposed by all federal or state governmental
authorities.

(b) Neither PCG nor Entertainment will (i) make any change in their Articles
of Incorporation or Bylaws except and unless as contemplated pursuant to
Section 3 and Section 5 of this Plan; (ii) enter into or amend any contract,
agreement, or other instrument of the types described in the parties'
schedules, except that a party may enter into or amend any contract or other
instrument in the ordinary course of business involving the sale of goods or
services, provided that such contract does not involve obligations in excess
of $10,000.

Section 6

Conditions Precedent to Obligations of
PCG and the Shareholders

All obligations of PCG and the Shareholders under this Plan are subject to the
satisfaction, on or before the Closing date, except as otherwise provided for
herein, or waived or extended in writing by the parties hereto, of the
following conditions:

6.1 Accuracy of Representations. The representations and warranties made by
Entertainment in this Plan were true when made and shall be true as of the
Closing date (except for changes therein permitted by this Plan) with the same
force and effect as if such representations and warranties were made at and as
of the Closing date; and, Entertainment shall have performed and complied with
all aspects of this Agreement, unless waived or extended in writing by the
parties hereto. PCG shall have been furnished with a certificate, signed by a
duly authorized executive officer of Entertainment and dated the Closing date,
to the foregoing effect.

6.2 Officers' Certificate. PCG and the Shareholders shall have been
furnished with a certificate dated the Closing date and signed by a duly
authorized executive officer of Entertainment, to the effect that no
litigation, proceeding, investigation, claim, demand or inquiry is pending, or
to the best knowledge of Entertainment, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated
by this Plan, or which might result in any material adverse change in the
assets, properties, business, or operations of Entertainment, and that this
Agreement has been complied with in all material respects.

6.3 No Material Adverse Change. Prior to the Closing date, there shall have
not occurred any material adverse change in the financial condition, business
or operations of Entertainment, nor shall any event have occurred which, with
lapse of time or the giving of notice or both, may cause or create any
material adverse change in the financial condition, business or operations of
Entertainment, except as otherwise disclosed to PCG.

6.4 Opinion of Counsel of Entertainment. Entertainment shall furnish to PCG
and the Shareholders an opinion dated as of the Closing date and in form and
substance satisfactory to PCG and the Shareholders to the effect that:

(a) Entertainment is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada, and with all requisite
corporate power to perform its obligations under this Plan.

(b) The business of Entertainment, as presently conducted, including, upon
the consummation hereof, the ownership of all of the issued and outstanding
shares of PCG, does not require it to register it to do business as a foreign
corporation on any jurisdiction other than under the jurisdiction of its
Articles of Incorporation or Bylaws and Entertainment has complied to the best
of its knowledge in all material respects with all the laws, regulations,
licensing requirements and orders applicable to its business activities and
has filed with the proper authorities, including the Department of Commerce,
Division of Corporations, and Secretary of State for the State of Nevada, all
statements and reports required to be filed.

(c) The authorized and outstanding capital stock of Entertainment as set
forth in Section 3.2 above, and all issued and outstanding shares have been
duly and validly authorized and issued and are fully paid and non-assessable.

(d) There are no material claims, suits or other legal proceedings pending or
threatened against Entertainment of any court or before or by any governmental
body which might materially effect the business of Entertainment or the
financial condition of Entertainment as a whole and no such claims, suits or
legal proceedings are contemplated by governmental authorities against
Entertainment.

(e) To the best knowledge of such counsel, the consummation of the
transactions contemplated by this Plan will not violate or contravene the
provisions of the Certificate of Incorporation or Bylaws of Entertainment, or
any contract, agreement, indenture, mortgage, or order by which Entertainment
is bound.

(f) This Plan constitutes a legal, valid and binding obligation of
Entertainment enforceable in accordance with its terms, subject to the effect
of any bankruptcy, insolvency, reorganization, moratorium, or similar law
effecting creditors' rights generally and general principles of equity
(regardless of whether such principles are considered in a proceeding in
equity or law).

(g) The execution and delivery of this Plan and the consummation of the
transactions contemplated hereby have been ratified by a majority of the
Shareholders of Entertainment and have been duly authorized by its Board of
Directors.

(h) Entertainment has not, nor will it undertake any action, the result of
which would endanger the tax-free nature of the Plan.

6.5 Good Standing. PCG shall have received a Certificate of Good Standing
from the State of Nevada, dated within ninety (90) days prior to Closing, but
in no event later than ten days subsequent to the execution hereof certifying
that Entertainment is in good standing as a corporation in the State of
Nevada.

6.6 Other Items. PCG and the Shareholders shall have received such further
documents, certifications or instruments relating to the transactions
contemplated hereby as PCG and the Shareholders may reasonably request.

Section 7

Conditions Precedent to Obligations of Entertainment

All obligations of Entertainment under this Plan are subject, at its option,
to the fulfillment, before the Closing, of each of the following conditions:

7.1 ACCURACY of Representations. The representations and warranties made by
PCG and the Shareholders under this Plan were true when made and shall be true
as of the Closing date (except for changes therein permitted by this Plan)
with the same force and effect as if such representations and warranties were
made at and as of the Closing date; and, Entertainment shall have performed
and complied with all aspects of this Agreement, unless waived or extended in
writing by the parties hereto. Entertainment shall have been furnished with a
certificate, signed by a duly authorized executive officer of PCG and dated
the Closing date, to the foregoing effect.

7.2 OFFICERS' Certificate. Entertainment shall have been furnished with a
certificate dated the Closing date and signed by a duly authorized executive
officer of PCG, to the effect that no litigation, proceeding, investigation,
claim, deed, or inquiry is pending, or to the best knowledge of PCG,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Plan, or which might
result in any material adverse change in the assets, properties, business, or
operations of PCG, and that this Agreement has been complied with in all
material respects.

7.3 NO Material Adverse Change. Prior to the Closing date, there shall have
not occurred any material adverse change in the financial condition, business
or operations of Entertainment, nor shall any event have occurred which, with
lapse of time or the giving of notice or both, may cause or create any
material adverse change in the financial condition, business or operations of
PCG, except as otherwise disclosed to Entertainment.

7.4 Dissenters' Rights Waived. Shareholders representing one hundred percent
(100%) of the issued and outstanding shares of PCG, and each of them, have
agreed and hereby waive any dissenters' rights, if any, under the laws of the
State of Nevada in regards to any objection to this Plan as outlined herein
and otherwise consent to and agree and authorize the execution and
consummation of the within Plan in accordance to the terms and conditions of
this Plan by PCG.

7.5 OTHER Items. Entertainment shall have received such further documents,
certifications or instruments relating to the transactions contemplated hereby
as Entertainment may reasonably request.

7.6 Execution of Investment Letter. The Shareholders shall have executed and
delivered copies of Exhibit B to Entertainment.

Section 8

Termination

8.1 Termination by PCG or the Shareholders. This Plan may be terminated at
any time prior to the Closing date by action of PCG or the Shareholders, if
Entertainment shall fail to comply in any material respect with any of the
covenants or agreements contained in this Plan, or if any of its
representations and warranties contained herein shall be inaccurate in any
material respect.

8.2 TERMINATION by Entertainment. This Plan may be terminated at any time
prior to the Closing date by action of Entertainment if PCG shall fail to
comply in any material respect with any of the covenants or agreements
contained in this Plan, or if any of its representations or warranties
contained herein shall be inaccurate in any material respect.

8.3 TERMINATION by Mutual Consent

(a) This Plan may be terminated at any time prior to the Closing date by
mutual consent of Entertainment, expressed by action of its Board of
Directors, PCG or the Shareholders.

(b) If this Plan is terminated pursuant to Section 8, this Plan shall be of
no further force and effect and no obligation, right or liability shall arise
hereunder. Each party shall bare its own costs in connection herewith.

Section 9
Shareholders' Representative

The Shareholders hereby irrevocably designate and appoint Ed Enloe, as their
agent and attorney in fact (the "Shareholders' Representative") with full
power and authority until the Closing to execute, deliver and receive on their
behalf all notices, requests and other communications hereunder; to fix and
alter on their behalf the date, time and place of the Closing; to waive, amend
or modify any provisions of this Plan and to take such other action on their
behalf in connection with this Plan, the Closing and the transactions
contemplated hereby as such agent deems appropriate; provided, however, that
no such waiver, amendment or modification may be made if it would decrease the
number of shares to be issued to the Shareholders under Section 1 hereof or
increase the extent of their obligation to Entertainment hereunder, unless
agreed in writing by the Shareholders.

Section 10
General Provisions

10.1 Further Assurances. At any time, and from time to time, after the
Closing date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of the Plan.

10.2 Consolidated Financial Statements. As soon as practicable after the
closing PCG and the Shareholders shall cause to have consolidated financial
statements prepared.

10.3 Payments of Costs and Fees. Entertainment and PCG shall each bear their
own costs and expenses, including any legal and accounting fees in connection
with the negotiation, execution and consummation of the Plan.

10.4 Press Release and Shareholders' Communications. On the date of Closing,
or as soon thereafter as practicable, PCG and the Shareholders shall cause to
have promptly prepared and disseminated a news release concerning the
execution and consummation of the Plan, such press release and communication
to be released promptly and within the time required by the laws, rules and
regulations as promulgated by the United States Securities and Exchange
Commission, and concomitant therewith to cause to be prepared a full and
complete letter to Entertainment's shareholders which shall contain
information required by Regulation 240.14f-1 as promulgated under Section
14(f) as mandated under the Securities and Exchange Act of 1934, as amended.

10.5 Notices. All notices and other communications required or permitted
hereunder shall be sufficiently given if personally delivered, sent by
registered mail, or certified mail, return receipt requested, postage prepaid,
or by facsimile transmission addressed to the following parties hereto or at
such other addresses as follows:

If to Entertainment: Entertainment 21, Inc.
525 South 300 East
Salt Lake City, Utah 84111

With a copy to: Daniel W. Jackson, Esq.
525 South 300 East
Salt Lake City, Utah 84111

If to PCG: PCG, Inc.
801 West 47th St., Suite 400
Kansas City, Missouri 64112-1253

If to the Shareholders: Ed E. Enloe
801 West 47th St., Suite 400
Kansas City, Missouri 64112-1253

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

10.6 Entire Agreement. This Plan represents the entire agreement between the
parties relating to the subject matter hereof, including any previous letters
of intent, understandings, or agreements between Entertainment, PCG and the
Shareholders with respect to the subject matter hereof, all of which are
hereby merged into this Plan, which alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof. Excepting the
foregoing agreement, there are no other courses of dealing, understandings,
agreements, representations, or warranties, written or oral, except as set
forth herein.
10.7 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, except to the
extent preempted by federal law, in which event (and to that extent only)
federal law shall govern.

10.8 Tax Treatment. The transaction contemplated by this Plan is intended to
qualify as a "tax-free" reorganization under the provisions of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. PCG and
Entertainment acknowledge, however, that each are being represented by their
own tax advisors in connection with this transaction, and neither has made any
representations or warranties to the other with respect to treatment of such
transaction or any part or effect thereof under applicable tax laws,
regulations or interpretations; and no attorney's opinion or tax revenue
ruling has been obtained with respect to the tax consequences of the
transactions contemplated by the within Plan.

10.9 Attorney Fees. In the event that any party prevails in any action or
suit to enforce this Plan, or secure relief from any default hereunder or
breach hereof, the nonprevailing party or parties shall reimburse the
prevailing party or parties for all costs, including reasonable attorney fees,
incurred in connection therewith.

10.10 Amendment of Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law
or in equity, and may be enforced concurrently or separately, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, therefore, or thereafter
occurring or existing. Any time prior to the expiration of thirty (30) days
from the date hereof, this Plan may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein, and any
term or condition of this Plan may be waived or the time for performance
thereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.

10.11 Counterparts. This Plan may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed to be an original,
and all of which together shall constitute one and the same instruments.

10.12 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not effect in any way the meaning or
interpretation of the Plan.

10.13 Parties in Interest. Except as may be otherwise expressly provided
herein, all terms and provisions of this Plan shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,
beneficiaries, personal and legal representatives, and assigns.

IN WITNESS WHEREOF, the parties have executed this Plan and Agreement of
Reorganization effective the day and year first set forth above.

Entertainment 21, Inc.

Attest:

_____________________ By /s/ John W. Peters
------------------
Its President

PCG MEDIA, Inc.

Attest:

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- ---------------
Its President

SHAREHOLDERS

Attest:

Enloe & Co.

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- ---------------

Attest:

Eddie E. Enloe

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- ----------------

Attest:

Sharon L. Huwalat

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- -----------------------------
Ed e. Enloe, Authorized Agent

Gregory W. Albery

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- -----------------------------
Ed e. Enloe, Authorized Agent

John M. Nelson

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- -----------------------------
Ed e. Enloe, Authorized Agent
Enloe Trust UTA 10/24/89

/s/ David W. Port By /s/ Ed E. Enloe
- ----------------- --------------------
Ed e. Enloe, Trustee

Carolina Supplies Corporation
/s/ Ed Enloe By /s/ Ed E. Enloe
- ----------------- -----------------------------
David W. Port, Authorized Agent

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